EXHIBIT 10.1


 


AMENDMENT TO SHUFFLE MASTER INC.’S


1993 STOCK OPTION PLAN


 


Pursuant to Section 18 of the 1993 Shuffle Master, Inc. Stock
Option Plan, as amended (collectively the “Plan”), the Board of Directors (the
“Board”) of Shuffle Master, Inc. hereby amends, effective as of July 23,
2003, Section 7(05) of the Plan to add a new Section 7(05)(a),
“Permitted Transfers,” as follows:


 


“(a) Permitted
Transfers


 


Notwithstanding the
foregoing, any Option granted hereunder which has or is fully vested shall, by
its terms, be transferable:


 


(i)                                     by
the Optionee to an Optionee’s Family Member by a bona fide gift or pursuant to
a domestic relations order in settlement of marital property rights;


 


(ii)                                  by
will or pursuant to the laws of descent and distribution; or


 


(iii)                               as
otherwise permitted pursuant to the rules or regulations adopted by the
Securities and Exchange Commission (“SEC”) under the Act or the interpretations
of such rules and regulations as announced by the SEC from time to time.


 


Any permitted transfer shall
be effective only when accepted by the Company subject to the Company receiving
documentation reasonably satisfactory to it of such gift, transfer pursuant to
domestic relations order, or transfer pursuant to will or pursuant to the laws
descent and distribution.  Upon
effectiveness of any permitted transfer, the rights under any Option shall be
exercisable only by the permitted transferee or such transferee’s guardian or
legal representative.  Except as
permitted by this subsection, each Option granted under the Plan and the rights
and privileges thereby conferred shall not be further transferred, assigned or
pledged in any way (whether by operation of law or otherwise), and shall not be
subject to execution, attachment or similar process.  Upon any attempt to so further transfer, further assign, pledge,
or otherwise further dispose of the Option, or of any right or privilege
conferred thereby, contrary to the provisions of the Option or the Plan, or
upon levy of any attachment or similar process upon such rights and privileges,
the Option, and such rights and privileges, shall immediately become null and
void.  No permitted transfer shall cause
any change in the terms of any Option except the identity of the person(s)
entitled to exercise such Option and to receive the common stock issuable upon
exercise of the Option.  Without
limiting the generality of the foregoing, any Option shall be subject to
termination upon the termination of employment, death or disability of the
Optionee to whom the Option was originally granted by the Company without
reference to the employment, death or disability of any permitted
transferee.  In the event of any
transfer of an Option, the obligations of the Company owed to the Optionee
shall be owed to the transferee and references in this Plan


 


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or in any Option Agreement to
the Optionee shall, unless the context otherwise requires, refer to the
transferee.”


 


Except as expressly amended hereby, the Plan is hereby confirmed as
being in full force and effect according to its terms.


 


This Amendment was approved by a resolution of the Board at its
July 23, 2003 meeting.


 


 


	
  /s/ Mark Yoseloff

  	
   

  	
  /s/ Gerald W. Koslow

  
	
  Mark Yoseloff

  	
   

  	
  Gerald W. Koslow

  
	
  Chairman

  	
   

  	
  Secretary

  
	
  Dated:      July 23, 2003

  	
   

  	
  Dated:      July 23, 2003

  



 


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