evri_Ex10_5



		

			Exhibit 10.5

		


		

			 

		





		
			EVERI HOLDINGS INC.
		

		
			NOTICE OF GRANT OF RESTRICTED STOCK 
		

		
			Everi Holdings Inc. (the “Company”) has granted to the Participant an award (the “Award”)  of certain shares of Stock (the “Shares”)  pursuant to the Everi Holdings Inc. 2014 Equity Incentive Plan, as may be amended from time to time (the “Plan”), as follows:
		

			
					
						Participant:

					
					
						Michael D. Rumbolz

					
					
						Award No.:

					
					
						R2017456

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Date of Grant:

					
					
						May 5, 2017

				
	
					
						 

					
					
						 

				
	
					
						Total Number of Shares:

					
					
						40,000, subject to adjustment as provided by the Restricted Stock Agreement.

				
	
					
						 

					
					
						 

				
	
					
						Fair Market Value per Share on Date of Grant:

					
					
						$6.66

				
	
					
						 

					
					
						 

				
	
					
						Vested Shares:

					
					
						Except as provided in the Restricted Stock Agreement and provided that the Participant’s Service has not terminated prior to the applicable date, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Total Number of Shares by the “Vested Ratio” determined as of such date, as follows:

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Vested Ratio

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Prior to the date that is one month after the Date of Grant

					
					
						0

				
	
					
						 

					
					
						On the date that is one month after the Date of Grant and on such date every month thereafter, an additional

					
					
						1/24

				
	
					
						 

					
					
						On the second anniversary of Date of Grant

					
					
						1

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Accelerated Vesting:

					
					
						Notwithstanding any other provision contained in this Grant Notice or the Restricted Stock Agreement:

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						(i) the Total Number of Shares shall become Vested Shares upon the Participant’s termination of Service if the Participant’s Service is terminated by the Participating Company without Cause or by the Participant for Good Reason within ten (10) days prior to, or within eighteen (18) months after, the date a Change in Control is consummated; and

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						(ii) the Total Number of Shares shall become Vested Shares immediately before the Change in Control, and contingent thereon, if the Acquiror does not assume or continue the Award as described in Section 8 of the Restricted Stock Agreement.

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						“Cause” and “Good Reason” have the meanings given those terms in the Employment Agreement.

				
	
					
						 

					
					
						 

				
	
					
						Effect of Termination of Service:

					
					
						The Award shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested.

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						If the Participant’s Service is terminated by the Participating Company without Cause or by the Participant for Good Reason at any time other than as described above under “Accelerated Vesting,” there shall be no accelerated vesting of the Award.

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						Notwithstanding the foregoing or any other provision of the Restricted Stock Agreement to the contrary, if the Participant’s Service is terminated for Cause, the Award shall terminate in its entirety immediately upon such termination of Service or act.

				
	
					
						 

					
					
						 

				
	
					
						Suspension of Vesting:

					
					
						During any authorized leave of absence, the vesting of the Shares as provided by this Grant Notice shall be suspended after the leave of absence exceeds a period of 

				



		
			
		

		



		 


 


	
					
						

					
						 

					
					
						ninety (90) days.  Vesting of the Shares shall resume upon the Participant’s termination of the leave of absence and return to Service. The period of Service required for each subsequent Vested Share installment determined in accordance with the vesting schedule above shall be extended by the length of the suspension.

				
	
					
						 

					
					
						 

				
	
					
						Employment Agreement:

					
					
						Amended and Restated Employment Agreement, effective May 5, 2017.

				
	
					
						 

					
					
						 

				
	
					
						Superseding Agreement:

					
					
						None.  Participant acknowledges and agrees that none of the provisions of the Employment Agreement relating to vesting, exercisability, or termination of equity awards (including accelerated vesting upon a Change in Control) shall apply to this Award, so that the provisions of the Grant Notice and Restricted Stock Agreement for this Award shall supersede those provisions in the Employment Agreement.

				
	
					
						 

					
					
						 

				
	
					
						Restrictive Covenants:

					
					
						This Award is consideration for Participant’s compliance with the restrictive covenants herein.   If the Employment Agreement or any other agreement signed by the Participant for the benefit of the Company or any Affiliate contains more restrictive provisions, those provisions shall continue in effect notwithstanding any contrary provision in any such agreement.

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						Participant acknowledges that because of Participant’s position in the Company, Participant will have access to the Company’s and its Affiliates’ new and additional Proprietary Information (as defined below), including confidential information and trade secrets. Subject to clause 1(a) and 1(d) of the Participant’s Employee Proprietary Information and Inventions Agreement (“EPIIA”), Participant agrees that during Participant’s Service and for a period of twelve (12) months after termination of Participant’s Service, Participant shall not directly or indirectly, either for Participant or for any other individual, corporation, partnership, joint venture or other entity, participate in or provide any services, whether as an employee, consultant or independent contractor, member of a board of directors or in any other capacity, to any entity in connection with the development, production, marketing, soliciting or selling products or services competitive with products or services being developed, produced, marketed or sold by any Company business unit, division, or department operating anywhere in the world, for which Participant performed any work or about which Participant obtained Proprietary Information during the two (2) year period prior to Participant’s last day of Service. Subject to clause 1(a) and 1(d) of the Participant’s EPIIA, Participant agrees that during Participant’s Service and for a period of twelve (12) months after termination of Participant’s Service, regardless of the reason for termination, Participant agrees that Participant will not, either on Participant’s  own behalf or on behalf of any person or entity, directly or indirectly: (i) solicit, or attempt to solicit, any person who is or was an employee, consultant or contractor of the Company or any Affiliate of the Company in the six (6) month period prior to Participant’s last day of Service, to terminate, alter or modify such person’s employment relationship with the Company; or (ii) solicit, or attempt to solicit, the business of any person or entity that is either a customer or a potential customer of the Company, to which Participant, directly or indirectly, attempted to or did, sell or provide any product or service on behalf of Company, or about which Participant obtained any Confidential Information, during the one (1) year period prior to Participant’s last day of Service. Provision (i) above shall not apply to solicitation of a former employee that was initiated after that employee was involuntarily terminated from employment by the Company.  For purposes of the foregoing, the term “participate in” shall include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint

				



		
			
		

		



		 


		

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						venture and other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise).

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						“Proprietary Information” means all information and any idea in whatever form, tangible or intangible, whether disclosed to or learned or developed by Participant, pertaining in any manner to the business of the Company or to the Company’s Affiliates, consultants, or business associates, unless:  (i) the information is or becomes publicly known through lawful means; (ii) the information was rightfully in Participant’s possession or part of Participant’s general knowledge prior to Participant’s employment by the Company; or (iii) the information is disclosed to Participant without confidential or proprietary restrictions by a third party who rightfully possesses the information (without confidential or proprietary restrictions) and did not learn of it, directly or indirectly, from the Company.  Participant further understands that the Company considers the following information to be included, without limitation, in the definition of Proprietary Information:  (A) schematics, techniques, employee suggestions, development tools and processes, computer printouts, computer programs, design drawings and manuals, electronic codes, formulas and improvements; (B) information about costs, profits, markets, sales, customers, prospective customers, customer contracts (including without limitation the terms and conditions of such customer contracts) and bids; (C) plans for business, marketing, future development and new product concepts; (D) customer lists, and distributor and representative lists; (E) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to Participant by the Company (or any Affiliate of it), as well as written or verbal instructions or comments; (F) any information or material not described in (A)-(E) above which relate to the Company’s inventions, technological developments, “know how”, purchasing, accounts, merchandising, or licensing; (G) employee personnel files and information about employee compensation and benefits; and (H) any information of the type described in (A)-(G) above which the Company has a legal obligation to treat as confidential, or which the Company treats as proprietary or designates as confidential, whether or not owned or developed by the Company.

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						Participant acknowledges that Participant’s fulfillment of the obligations contained in this section, including, but not limited to, Participant’s obligation not to interfere with the Company’s business as provided above, is necessary to protect the Proprietary Information and, consequently, to preserve the value and goodwill of the Company. Participant further acknowledges the time, geographic and scope limitations of Participant’s obligations as described above are reasonable, especially in light of the Company’s desire to protect its Proprietary Information, and that Participant will not be precluded from gainful employment if Participant is obligated not to compete with the Company during the specified period and within the specified geography.  In accordance with the Defend Trade Secrets Act (DTSA) and other applicable law, nothing in this Proprietary Information policy restricts disclosure of a trade secret to the government in relation to the investigation of a known or suspected violation of law.

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						The covenants contained herein shall be construed as a series of separate covenants, one for each state, province, country and other political subdivision.  Except for geographic coverage, each such separate covenant shall be deemed identical in terms of the covenant contained herein.  In the event that the scope, territory or period of time of any separate covenant is determined to be unenforceable by a court of competent jurisdiction, the court, if allowed under applicable law, shall reduce the scope, territory or period of time of that separate covenant to a level that the court deems enforceable and the remaining 

				



		
			 
		

		
			
		

		



		 


		

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						separate covenants, as well as all other terms and covenants in this Grant Notice, shall be valid and be enforceable to the fullest extent permitted by law.  In the event that any separate covenant is found to be unenforceable in its entirety, the court, if allowed under applicable law, shall eliminate such covenant from this Grant Notice in that case and the remaining separate covenants, as well as all other terms and covenants in this Grant Notice, shall be valid and be enforceable to the fullest extent permitted by law.  The covenants set forth herein are intended to be enforced to the maximum degree permitted by law.

				



		
			 
		

		
			 
		

		
			[signatures are on the next page]
		

		
			
		

		
			


		 


		

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			By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Restricted Stock Agreement and the Plan, both of which are made a part of this document.  The Participant acknowledges that copies of the Plan, the Restricted Stock Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice.  The Participant represents that the Participant has read and is familiar with the provisions of the Restricted Stock Agreement and the Plan, and hereby accepts the Award subject to all of their terms and conditions.
		

			
					
						EVERI HOLDINGS INC.

					
					
						    

					
					
						PARTICIPANT

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						By: 

					
					
						/s/ E. Miles Kilburn

					
					
						 

					
					
						/s/ Michael D. Rumbolz

				
	
					
						 

					
					
						E. Miles Kilburn

					
					
						 

					
					
						Signature

				
	
					
						 

					
					
						Chairman of the Board

					
					
						 

					
					
						May 5, 2017

				
	
					
						 

					
					
						 

					
					
						Date

				
	
					
						Address:

					
					
						7250 S. Tenaya Way, Suite 100

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Las Vegas, NV 89113

					
					
						 

					
					
						Address

				
	
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			ATTACHMENTS:    2014 Equity Incentive Plan, as amended; Restricted Stock Agreement; Assignment Separate from Certificate; form of Section 83(b) Election; and Plan Prospectus.
		

		
			 
		

		
			 
		

		
			


		 


		

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			EVERI HOLDINGS INC.
		

		
			RESTRICTED STOCK AGREEMENT
		

		
			(For U.S. Participants)
		

		
			Everi Holdings Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement.  The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Everi Holdings Inc. 2014 Equity Incentive Plan, as may be amended from time to time (the “Plan”), the provisions of which are incorporated herein by reference.  By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Grant Notice, this Agreement or the Plan.
		

		
			1.           Definitions and Construction.
		

		
			1.1       Definitions.  Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.
		

		
			1.2       Construction.  Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.  Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular.  Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.
		

		
			2.           Administration.
		

		
			All questions of interpretation concerning the Grant Notice, this Agreement, the Plan or any other form of agreement or other document employed by the Company in the administration of the Plan or the Award shall be determined by the Committee.  All such determinations by the Committee shall be final, binding and conclusive upon all persons having an interest in the Award, unless fraudulent or made in bad faith.  Any and all actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to the Plan or the Award or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest in the Award.  Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election.
		

		
			
		

		
			


		 


 



		

		
			3.           The Award.
		

		
			3.1       Grant and Issuance of Shares.  On the Date of Grant, the Participant shall acquire and the Company shall issue, subject to the provisions of this Agreement, a number of Shares equal to the Total Number of Shares, subject to adjustment as provided in Section 9.  As a condition to the issuance of the Shares, the Participant shall execute and deliver the Grant Notice to the Company, and, if required by the Company, an Assignment Separate from Certificate duly endorsed (with date and number of shares blank) in the form provided by the Company.
		

		
			3.2       No Monetary Payment Required.  The Participant is not required to make any monetary payment (other than to satisfy applicable tax withholding, if any, with respect to the issuance or vesting of the Shares) as a condition to receiving the Shares, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit.  Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the Shares issued pursuant to the Award.
		

		
			3.3       Beneficial Ownership of Shares; Certificate Registration.  The Participant hereby authorizes the Company, in its sole discretion, to deposit the Shares with the Company’s transfer agent, including any successor transfer agent, to be held in book entry form during the term of the Escrow pursuant to Section 6.  Furthermore, the Participant hereby authorizes the Company, in its sole discretion, to deposit, following the term of such Escrow, for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all Shares which are no longer subject to such Escrow.  Except as provided by the foregoing, a certificate for the Shares shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.
		

		
			3.4       Issuance of Shares in Compliance with Law.  The issuance of the Shares shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities.  No Shares shall be issued hereunder if their issuance would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed.  The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority shall not have been obtained.  As a condition to the issuance of the Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.
		

		
			4.           Vesting of Shares.
		

		
			Shares acquired pursuant to this Agreement shall become Vested Shares as provided in the Grant Notice.  For purposes of determining the number of Vested Shares 
		

		
			
		

		
			


		 


		

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			following an Ownership Change Event, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after the Ownership Change Event.
		

		
			5.           Company Reacquisition Right.
		

		
			5.1       Grant of Company Reacquisition Right.  Except to the extent otherwise provided by the Grant Notice, in the event that (a) the Participant’s Service terminates for any reason or no reason, with or without cause, or (b) the Participant, the Participant’s legal representative, or other holder of the Shares, attempts to sell, exchange, transfer, pledge, or otherwise dispose of (other than pursuant to an Ownership Change Event), including, without limitation, any transfer to a nominee or agent of the Participant, any Shares which are not Vested Shares (“Unvested Shares”), the Participant shall forfeit and the Company shall automatically reacquire the Unvested Shares, and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition Right”).
		

		
			5.2       Ownership Change Event, Non-Cash Dividends, Distributions and Adjustments.  Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure of the Company as described in Section 9, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) to which the Participant is entitled by reason of the Participant’s ownership of Unvested Shares shall be immediately subject to the Company Reacquisition Right and included in the terms “Shares,” “Stock” and “Unvested Shares” for all purposes of the Company Reacquisition Right with the same force and effect as the Unvested Shares immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be.  For purposes of determining the number of Vested Shares following an Ownership Change Event, dividend, distribution or adjustment, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after any such event.
		

		
			5.3       Obligation to Repay Certain Cash Dividends and Distributions.  The Participant shall, at the discretion of the Company, be obligated to promptly repay to the Company upon termination of the Participant’s Service any dividends and other distributions paid to the Participant in cash with respect to Unvested Shares reacquired by the Company pursuant to the Company Reacquisition Right.
		

		
			6.           Escrow.
		

		
			6.1       Appointment of Agent.  To ensure that Shares subject to the Company Reacquisition Right will be available for reacquisition, the Participant and the Company hereby appoint the Secretary of the Company, or any other person designated by the Company, as their agent and as attorney-in-fact for the Participant (the “Agent”) to hold any and all Unvested Shares and to sell, assign and transfer to the Company any such Unvested Shares reacquired by the Company pursuant to the Company Reacquisition Right.  The Participant understands that appointment of the Agent is a material inducement to make this Agreement and that such 
		

		
			
		

		
			


		 


		

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			appointment is coupled with an interest and is irrevocable.  The Agent shall not be personally liable for any act the Agent may do or omit to do hereunder as escrow agent, agent for the Company, or attorney in fact for the Participant while acting in good faith and in the exercise of the Agent’s own good judgment, and any act done or omitted by the Agent pursuant to the advice of the Agent’s own attorneys shall be conclusive evidence of such good faith.  The Agent may rely upon any letter, notice or other document executed by any signature purporting to be genuine and may resign at any time.
		

		
			6.2       Establishment of Escrow.  The Participant authorizes the Company to deposit the Unvested Shares with the Company’s transfer agent to be held in book entry form, as provided in Section 3.3, and the Participant agrees to deliver to and deposit with the Agent each certificate, if any, evidencing the Shares and, if required by the Company, an Assignment Separate from Certificate with respect to such book entry shares and each such certificate duly endorsed (with date and number of Shares blank) in the form attached to this Agreement, to be held by the Agent under the terms and conditions of this Section 6 (the “Escrow”).  Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property (other than regular, periodic dividends paid on Stock pursuant to the Company’s dividend policy) or any other adjustment upon a change in the capital structure of the Company, as described in Section 9, any and all new, substituted or additional securities or other property to which the Participant is entitled by reason of his or her ownership of the Shares that remain, following such Ownership Change Event, dividend, distribution or change described in Section 9, subject to the Company Reacquisition Right shall be immediately subject to the Escrow to the same extent as the Shares immediately before such event.  The Company shall bear the expenses of the Escrow.
		

		
			6.3       Delivery of Shares to Participant.  The Escrow shall continue with respect to any Shares for so long as such Shares remain subject to the Company Reacquisition Right.  Upon termination of the Company Reacquisition Right with respect to Shares, the Company shall so notify the Agent and direct the Agent to deliver such number of Shares to the Participant.  As soon as practicable after receipt of such notice, the Agent shall cause the Shares specified by such notice to be delivered to the Participant, and the Escrow shall terminate with respect to such Shares.
		

		
			7.           Tax Matters.
		

		
			7.1       Tax Withholding.
		

		
			(a)       In General.  At the time the Grant Notice is executed, or at any time thereafter as requested by a Participating Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax (including any social insurance) withholding obligations of the Participating Company, if any, which arise in connection with the Award, including, without limitation, obligations arising upon (a) the transfer of Shares to the Participant, (b) the lapsing of any restriction with respect to any Shares, (c) the filing of an election to recognize tax liability, or (d) the transfer by the Participant of any Shares.  The Company shall have no obligation to deliver the Shares or to 
		

		
			
		

		
			


		 


		

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			release any Shares from the Escrow established pursuant to Section 6 until the tax withholding obligations of the Participating Company have been satisfied by the Participant.
		

		
			(b)       Assignment of Sale Proceeds.  Subject to compliance with applicable law and the Company’s Trading Compliance Policy, if permitted by the Company, the Participant may satisfy the Participating Company’s tax withholding obligations in accordance with procedures established by the Company providing for delivery by the Participant to the Company or a broker approved by the Company of properly executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares becoming Vested Shares on a Vesting Date as provided in the Grant Notice.
		

		
			(c)       Withholding in Shares.  The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion of a Participating Company’s tax withholding obligations by withholding a number of whole, Vested Shares otherwise deliverable to the Participant or by the Participant’s tender to the Company of a number of whole, Vested Shares or vested shares acquired otherwise than pursuant to the Award having, in any such case, a fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates.
		

		
			7.2       Election Under Section 83(b) of the Code.
		

		
			(a)       The Participant understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Shares, if anything, and the fair market value of the Shares as of the date on which the Shares are “substantially vested,” within the meaning of Section 83.  In this context, “substantially vested” means that the right of the Company to reacquire the Shares pursuant to the Company Reacquisition Right has lapsed.  The Participant understands that he or she may elect to have his or her taxable income determined at the time he or she acquires the Shares rather than when and as the Company Reacquisition Right lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the date of acquisition of the Shares.  The Participant understands that failure to make a timely filing under Section 83(b) will result in his or her recognition of ordinary income, as the Company Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair market value of the Shares at the time such restrictions lapse.  The Participant further understands, however, that if Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Company Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the Participant for the forfeited Shares over the amount realized (if any) upon their forfeiture.  If the Participant has paid nothing for the forfeited Shares and has received no payment upon their forfeiture, the Participant understands that he or she will be unable to recognize any loss on the forfeiture of the Shares even though the Participant incurred a tax liability by making an election under Section 83(b).
		

		
			(b)       The Participant understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after 
		

		
			
		

		
			


		 


		

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			the date of the acquisition of the Shares pursuant to this Agreement.  Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Participant.  The Participant acknowledges that he or she has been advised to consult with a tax advisor regarding the tax consequences to the Participant of the acquisition of Shares hereunder.  ANY ELECTION UNDER SECTION 83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES THE SHARES.  THIS TIME PERIOD CANNOT BE EXTENDED.  THE PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANT’S SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF.
		

		
			(c)       The Participant will notify the Company in writing if the Participant files an election pursuant to Section 83(b) of the Code.  The Company intends, in the event it does not receive from the Participant evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to the Participant in the absence of such an election.
		

		
			8.           Effect of Change in Control.
		

		
			In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under the Award or substitute for the Award a substantially equivalent award for the Acquiror’s stock.  For purposes of this Section, the Award shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled.  Notwithstanding the foregoing, Shares acquired pursuant to the Award prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Agreement except as otherwise provided herein.
		

		
			9.           Adjustments for Changes in Capital Structure.
		

		
			Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and kind of shares of stock or other property subject to the Award, in order to prevent dilution or enlargement of the 
		

		
			
		

		
			


		 


		

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			Participant’s rights under the Award.  For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.”  Any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy, subject to Section 5.3) to which Participant is entitled by reason of ownership of shares acquired pursuant to this Award will be immediately subject to the provisions of this Award on the same basis as all shares originally acquired hereunder.  Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number.  Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.
		

		
			10.         Rights as a Stockholder, Director, Employee or Consultant.
		

		
			The Participant shall have no rights as a stockholder with respect to any Shares subject to the Award until the date of the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).  No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the Shares are issued, except as provided in Section 9.  Subject to the provisions of this Agreement, the Participant shall exercise all rights and privileges of a stockholder of the Company with respect to Shares deposited in the Escrow pursuant to Section 6, including the right to vote such Shares and to receive all dividends and other distributions paid with respect to such Shares, subject to Section 5.3.  If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term.  Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service at any time.
		

		
			11.         Legends.
		

		
			The Company may at any time place legends referencing the Company Reacquisition Right and any applicable federal, state or foreign securities law restrictions on all certificates representing the Shares.  The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing the Shares in the possession of the Participant in order to carry out the provisions of this Section.  Unless otherwise specified by the Company, legends placed on such certificates may include, but shall not be limited to, the following:
		

		
			“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN AN AGREEMENT BETWEEN THIS CORPORATION AND THE REGISTERED HOLDER, OR HIS PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.”
		

		
			 
		

		
			
		

		
			


		 


		

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			12.         Transfers in Violation of Agreement.
		

		
			No Shares may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Agreement and, except pursuant to an Ownership Change Event, until the date on which such shares become Vested Shares, and any such attempted disposition shall be void.  The Company shall not be required (a) to transfer on its books any Shares which will have been transferred in violation of any of the provisions set forth in this Agreement or (b) to treat as owner of such Shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such Shares will have been so transferred.  In order to enforce its rights under this Section, the Company shall be authorized to give a stop transfer instruction with respect to the Shares to the Company’s transfer agent.
		

		
			13.         Miscellaneous Provisions.
		

		
			13.1     Termination or Amendment.  The Committee may terminate or amend the Plan or this Agreement at any time; provided, however, that no such termination or amendment may have a materially adverse effect on the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation.  No amendment or addition to this Agreement shall be effective unless in writing.
		

		
			13.2     Nontransferability of the Award.  The right to acquire Shares pursuant to the Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.  All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.
		

		
			13.3     Further Instruments.  The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.
		

		
			13.4     Binding Effect.  This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.
		

		
			13.5     Delivery of Documents and Notices.  Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.
		

		
			
		

		
			


		 


		

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			(a)     Description of Electronic Delivery.  The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice, this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically.  In addition, if permitted by the Company, the parties may deliver electronically any notices called for in connection with the Escrow and the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time.  Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.
		

		
			(b)     Consent to Electronic Delivery.  The Participant acknowledges that the Participant has read Section 13.5(a) of this Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice and notices in connection with the Escrow, as described in Section 13.5(a).  The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing.  The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails.  Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails.  The Participant may revoke his or her consent to the electronic delivery of documents described in Section 13.5(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail.  Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 13.5(a).
		

		
			13.6    Recoupment.  Notwithstanding anything to the contrary in this Agreement, the Shares (including any income, capital gains, proceeds realized or other economic benefit actually or constructively received by the Participant in connection with the Shares) shall be subject to recovery under any clawback, recovery or recoupment policy which the Company may adopt from time to time and any policy which the Company may be required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law, the rules and regulations of the U.S. Securities and Exchange Commission, or the requirements of any national securities exchange on which the Company’s Stock may be listed.  By accepting the Award, the Participant expressly acknowledges and agrees that the Award is subject to the terms of the foregoing policies, whether retroactively or prospectively adopted, and agrees to cooperate fully with the Committee to facilitate the recovery of the Award, any proceeds realized or other economic benefit associated with the Award that the Committee determines in its sole discretion is required or entitled to be recovered pursuant to the terms of such policies.
		

		
			13.7    Integrated Agreement.  The Grant Notice, this Agreement and the Plan shall constitute the entire understanding and agreement of the Participant and the Participating 
		

		
			
		

		
			


		 


		

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			Company Group with respect to the subject matter contained herein or therein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter.  To the extent contemplated herein or therein, the provisions of the Grant Notice, this Agreement and the Plan shall survive any settlement of the Award and shall remain in full force and effect.
		

		
			13.8    Applicable Law.  This Agreement shall be governed by the laws of the State of Nevada as such laws are applied to agreements between Nevada residents entered into and to be performed entirely within the State of Nevada.
		

		
			13.9    Counterparts.  The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
		

		
			 
		

		
			 
		

		
			


		 


		

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			ASSIGNMENT SEPARATE FROM CERTIFICATE
		

		
			FOR VALUE RECEIVED the undersigned does hereby sell, assign and transfer unto                                                                                                            (                                    ) shares of the Capital Stock of Everi Holdings Inc. standing in the undersigned’s name on the books of said corporation represented by Certificate No.                                                                   herewith and does hereby irrevocably constitute and appoint                                                                        Attorney to transfer the said stock on the books of said corporation with full power of substitution in the premises.
		

			
					
						Dated: 

					
					
						May 5, 2017

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						/s/ Michael Rumbolz

				
	
					
						 

					
					
						Signature

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						Michael Rumbolz

				
	
					
						 

					
					
						Print Name

				



		
			 
		

		
			Instructions:  Please do not fill in any blanks other than the signature line.  The purpose of this assignment is to enable the Company to exercise its Company Reacquisition Right set forth in the Restricted Stock Agreement without requiring additional signatures on the part of the Participant.
		

		
			
		

		
			


		 


 



		

		
			SAMPLE
		

			
					
						 

					
					
						 

				
	
					
						Internal Revenue Service

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						[IRS Service Center where Form 1040 is Filed]

				
	
					
						 

				
	
					
						Re:

					
					
						Section 83(b) Election

				



		
			 
		

		
			Dear Sir or Madam:
		

		
			The following information is submitted pursuant to section 1.83-2 of the Treasury Regulations in connection with this election by the undersigned under section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”).
		

			
					
						1.

					
					
						The name, address and taxpayer identification number of the taxpayer are:

				
	
					
						 

					
					
						    

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Name:                                                                                                                            

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Address:                                                                                                                       

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						                                                                                                                       

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Social Security Number:                                                                                              

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						2.

					
					
						The following is a description of each item of property with respect to which the election is made:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						40,000 shares of common stock of Everi Holdings Inc. (the “Shares”), acquired from Everi Holdings Inc. (the “Company”) pursuant to a restricted stock grant.

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						3.

					
					
						The property was transferred to the undersigned on:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Restricted stock grant date:                                                   

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						The taxable year for which the election is made is:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Calendar Year                                     

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						4.

					
					
						The nature of the restriction to which the property is subject:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						The Shares are subject to automatic forfeiture to the Company upon the occurrence of certain events.  This forfeiture provision lapses with regard to a portion of the Shares based upon the continued performance of services by the taxpayer over time.

				



		
			
		

		



		 


		

			 

		





 


	
					
						

					
						 

					
					
						 

					
					
						 

				
	
					
						5.

					
					
						The following is the fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) of the property with respect to which the election is made:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						$                                    (                          Shares at $                         per Share).

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						The property was transferred to the taxpayer pursuant to the grant of an award of restricted stock.

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						6.

					
					
						The following is the amount paid for the property:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						No monetary consideration was provided in exchange for the Shares.

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						7.

					
					
						A copy of this election has been furnished to the Company, the corporation for which the services were performed by the undersigned.

				



		
			 
		

		
			Please acknowledge receipt of this election by date or received-stamping the enclosed copy of this letter and returning it to the undersigned.  A self-addressed stamped envelope is provided for your convenience.
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Very truly yours,

					
					
						    

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Date: 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Enclosures

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						cc:  Everi Holdings Inc.