**Exhibit 10.11**

 

**ALLIANCEGAMING CORPORATION**

**STOCKOPTION AGREEMENT**

 
| Optionee:         |   |   |   | Grant Date:      |                          |   |   | Per Share Exercise Price: $ |                     |
|-------------------|--------|--------|--------|------------------|-------------------------------|--------|--------|-----------------------------|--------------------------|
|              |   |   |   |             |
| Number of Shares: |   |   |   | Plan:            | 2001 Long Term Incentive Plan |   |   | Option Type:                |   [Incentive]/ |
|              |   |   |   | [Non-Oualifiedl] |
|                   |        |        |        |                  |                               |        |        |                             |                          |  |  |  |  |  |

 

**STOCK OPTION AGREEMENT**dated as of the Grant Date specified abovebetween Alliance Gaming Corporation, a Nevada corporation (the “Company”), andthe Optionee specified above, pursuant to the Plan specified above as in effectand as amended from time to time.

 

1.     *Incorporation By Reference.  *This Agreement is subject in allrespects to the terms and provisions of the Plan, all of which are by thisreference made a part of and incorporated in this Agreement. Any capitalizedterm not defined in this Agreement shall have the meaning ascribed to it in thePlan. If and to the extent this Agreement and the Plan conflict, the Plan shallcontrol.

 

2.     *Grant of Option.  *The Company grants to the Optionee,as of the Grant Date specified above, an option (the “Option”) to acquire the Numberof Shares of the Company’s common stock specified above (the “Option Shares”)from the Company at the Per Share Exercise Price specified above. The Option[is]/[is not] intended to qualify as an incentive stock option within themeaning of Section 422 of the Internal Revenue Code.

 

3.     *Exercise of the Option.  *Subject to the relevant provisionsof the Plan, the Option shall vest (i.e., become exercisable) in[    ] installments of [    ] shareseach (with any odd share(s) necessary to achieve the Number of Shares specifiedabove vesting with the final installment), with the first installment vestingon the [first anniversary of the] Grant Date and with each successiveinstallment vesting on successive anniversaries of the Grant Date. The Optionmay not be exercised for a fractional share of common stock.

 

4.     *Method of Exercise and Payment.  *Toexercise the Option, the Optionee must deliver a written notice, in such mannerand form as the Company may require, to the Company’s corporate secretary orthe secretary’s designee on any business day. The notice must specify thenumber of the Option Shares the Optionee wants to acquire, the date of grant ofthe Option, the aggregate purchase price for the shares with respect to whichthe Option is exercised, and the effective date of exercise (no earlier thanthe date of receipt of such notice by the Company). The notice must beaccompanied by payment, made in the manner set forth in the Plan, of (i) theaggregate purchase price for the Option Shares to be acquired, and (ii) unlessthe Plan administrator determines otherwise, the amount of any taxes(including, but not limited to, any FICA, FUTA, and similar taxes) required to bewithheld and paid by the Company or its subsidiary in connection with theexercise of the Option, as determined by the Plan administrator.

 

5.     *Termination.  *Unless terminated earlier inaccordance with this Agreement, the Option shall terminate as and to the extentprovided in the Plan, and, in any event, the Option shall expire ten years afterthe Grant Date and thereafter shall no longer be exercisable.

 

6.     *Dividends.  *The Option shall not entitle the Optioneeto receive any dividend declared on the Company’s common stock.

 

7.     *Non-transferability.  *Neither the Optionee nor the Optionee’sbeneficiaries shall sell, exchange, transfer, assign, or otherwise dispose ofthe Option or any rights or interests therein, other than by testamentarydisposition by the Optionee or the laws of descent and distribution. Neither theOptionee nor the Optionee’s beneficiaries shall pledge, encumber, or otherwisehypothecate the Option or any rights or interests therein in any way at anytime.  The Option shall not be subject toexecution, attachment, or similar legal process. Any attempted sale, pledge, orother disposition of the Option in violation of this paragraph shall be voidand of no force or effect.

 

8.     *Entire Agreement; Amendment.  *This Agreement contains the entireagreement between the parties and supersedes other oral and written agreements previouslyentered into by the parties concerning the same subject matter. This Agreementmay be modified or rescinded only with the written consent of both parties.

 

9.     *Governing Law.  *Nevada law shall govern this Agreementand its interpretation. The issuance of the Option (and the Option Shares uponexercise of this Option) pursuant to this Agreement shall be subject to, andshall comply with, any applicable requirements of any federal and statesecurities laws, rules, and regulations (including but not limited to theSecurities Act, the Exchange Act, and the respective rules and regulationspromulgated thereunder) and any other applicable law or regulation.

 

*10   Binding Effect. *This Agreement shall bind and inure to thebenefit of the Company and its successors and assigns.

 

11    *Counterparts. *This Agreement may be executed in counterparts, each of whichshall be deemed an original, and all of which, taken together, shall constituteone and the same instrument.

 

 
| ALLIANCE GAMING CORPORATION |   |
|-----------------------------|--------|
|                        |   |
|                        |   |
| By:                         |   |   |   |   |
|                             |        |  |  |  |

 

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