Exhibit
10.1

    


    


     

    NEVADA
GOLD & CASINOS, INC.

    2010
EMPLOYEE STOCK PURCHASE PLAN

    


    
      	
              1.

            	
              PURPOSE.

            


    

     

    The Company believes that the Plan
advances the interests of the Company and its stockholders by providing
Employees of the Company and certain designated Affiliates of the Company
with an opportunity, through
payroll deductions, to purchase shares of Common Stock and is helpful in
attracting, retaining and rewarding valued employees.  The
Company intends that the Rights to purchase shares of the Common Stock granted
under the Plan be considered options issued under an “employee stock purchase
plan,” as that term is defined in Section 423(b) of the Code.

    


    
      	
              2.

            	
              DEFINITIONS.

            


    

     

    Unless
otherwise specified or unless the context otherwise requires, the following
capitalized terms, as used in this Plan, have the following
meanings:

     

    “Administrator” means the
Board or, in the event Board assigns the administration of the Plan to the
Committee, the Committee.

     

    “Affiliate” means any parent
corporation or subsidiary corporation, whether now or hereafter existing, as
those terms are defined in Sections 424(e) and (f), respectively, of the
Code.

     

    “Board” means the Board of
Directors of the Company.

     

    “Code” means the Internal
Revenue Code of 1986, as amended.

     

    “Committee” means the
Compensation Committee of the Board.

     

    “Common Stock” means the
Common Stock of the Company, par value $0.12.

     

    “Company” means Nevada Gold
& Casinos, Inc., a Nevada corporation.

     

    “Custodian” means a financial institution or other
legal entity selected by the Company from time to time to act as a third party
custodian for the Plan.

     

     “Eligible Employee”
means an Employee who meets the requirements set forth in the Offering
for eligibility to participate in the Offering.

     

    “Employee” means an employee of the Company or an
Affiliate of the Company who is customarily employed by the Company or an
Affiliate of the Company for at least twenty (20) hours per week and more
than five (5) months in a calendar year.

     

     “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

    


     “Fair Market Value”
means the closing sales price (rounded up where necessary to the nearest
whole cent) for the shares of the Common Stock (or the closing bid, if no sales
were reported) as quoted on NYSE Amex Stock Exchange (formerly, the American
Stock Exchange) on the relevant determination date or, if such date is not a
trading day, then on the next preceding trading day.

     

     “Offering” means the
grant of Rights to purchase shares of the Common Stock under the Plan to
Eligible Employees.

     

    “Offering Date” means a date
selected by the Administrator for an Offering to commence.

     

    “Participant” means an
Eligible Employee who holds an outstanding Right granted pursuant to the Plan
or, if applicable, such other person who holds an outstanding Right granted
under the Plan.

     

    “Plan”
means this Nevada Gold & Casinos, Inc.’s 2010 Employee Stock Purchase
Plan.

     

    “Purchase Date” means one or
more dates established by the Administrator during an Offering on which Rights
granted under the Plan shall be exercised and purchases of shares of the Common
Stock carried out in accordance with such Offering.

     

    
      
         

      

      
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    “Purchase Price” means an
amount equal to not less than ninety (90%) percent of the Fair Market Value of
the shares of the Common Stock on the Purchase Date.

     

    “Right” means an option to
purchase shares of the Common Stock granted pursuant to the Plan.

     

    “Rule 16b-3” means Rule 16b-3
of the Exchange Act or any successor to Rule 16b-3 as in effect with respect to
the Company at the time discretion is being exercised regarding the
Plan.

     

    “Securities Act” means the
Securities Act of 1933, as amended.

    


    
      	
              3.

            	
              ADMINISTRATION.

            


    

     

    (a) The
administrator of the Plan will be the Administrator.

    


    (b) The
Administrator shall have the power, subject to, and within the limitations of,
the express provisions of the Plan:

     

    (1) To
determine when and how Rights to purchase shares of the Common Stock shall be
granted and the provisions of each Offering of such Rights (which need not be
identical).

     

    (2) To
designate from time to time which Affiliates of the Company shall be eligible to
participate in the Plan.

     

    (3) To
construe and interpret the Plan and Rights granted under it, and to establish,
amend and revoke rules and regulations for its administration. The
Administrator, in the exercise of this power, may correct any defect, omission
or inconsistency in the Plan, in a manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective.

     

    (4) To
amend the Plan as provided in paragraph 14.

     

    (5) To
terminate or suspend the Plan as provided in paragraph 16.

     

    (6)
Generally, to exercise such powers and to perform such acts as it deems
necessary to promote the best interests of the Company and its Affiliates and to
carry out the intent that the Plan be treated as an “employee stock purchase
plan,” as that term is defined in Section 423(b) of the Code.

     

    (c)
Unless otherwise determined by the Board, the interpretation and construction by
the Administrator of any provisions of the Plan or of any Right granted under it
shall be final.  To the extent permitted under applicable law, the
Administrator may allocate all or any portion of its responsibilities and powers
to the Custodian in order to
facilitate the purchase and transfer of shares of the Common Stock according to,
and to provide for the day-to-day administration of, the Plan with all powers
necessary to enable the delegate to carry out its duties in that
respect.  The Administrator may revoke any such allocation or
delegation at any time.

    


    
      	
              4.

            	
              SHARES
      SUBJECT TO THE PLAN.

            


    

     

    (a)
Subject to the provisions of paragraph 13 relating to adjustments upon changes
in securities, the shares of the Common Stock that may be sold pursuant to
Rights granted under the Plan shall not exceed in the aggregate five hundred
thousand (500,000) shares of the Common Stock.  If any Right
granted under the Plan shall for any reason terminate without having been
exercised, the shares of the Common Stock not purchased under such Right shall
again become available for the Plan.

     

    (b) The
shares of the Common Stock subject to the Plan may be authorized but unissued
shares of the Common Stock or shares of the Common Stock that are held in
treasury.

    


    
      	
              5.

            	
              GRANT
      OF RIGHTS; OFFERING.

            


    

     

    The
Administrator may from time to time grant or provide for the grant of Rights to
purchase shares of the Common Stock under the Plan to Eligible Employees in an
Offering on an Offering Date or Offering Dates selected by the Administrator.
Each Offering shall be in such form and shall contain such terms and conditions
as the Administrator shall deem appropriate, which shall comply with the
requirements of Section 423(b)(5) of the Code that all Employees granted
Rights to purchase shares of the Common Stock under the Plan shall have the same
rights and privileges. The terms and conditions of the Plan shall be
incorporated by reference into each Offering and treated as part of such
Offering. The provisions of separate Offerings need not be identical, but each
Offering shall include (through incorporation of the provisions of this Plan by
reference in the document comprising the Offering or otherwise) the period
during which the Offering shall be effective, which period shall not exceed
twenty-seven (27) months beginning with the Offering Date, and the
substance of the provisions contained in paragraphs 6 through 9,
inclusive.

     

    
      
         

      

      
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              6.

            	
              ELIGIBILITY.

            


    

     

    (a)
Rights may be granted only to Employees of the Company and to Employees of an
Affiliate of the Company.  Except as provided in subparagraph 6(b), an
Employee shall not be eligible to be granted Rights under the Plan unless, on
the Offering Date, such Employee has been in the employ of the Company or the
Affiliate of the Company, as the case may be, for such continuous period
preceding such grant as the Administrator may require, but in no event shall the
required period of continuous employment be less than ninety
(90) days.

     

    (b) No
Employee shall be eligible for the grant of any Rights under the Plan if,
immediately after any such Rights are granted, such Employee owns stock
possessing five (5%) percent or more of the total combined voting power or
value of all classes of stock of the Company or of any Affiliate of the Company,
including the Common Stock.  For purposes of this subparagraph 6(b),
the rules of Section 424(d) of the Code shall apply in determining the
stock ownership of any Employee, and stock which such Employee may purchase
under all outstanding rights and options shall be treated as stock owned by such
Employee.

     

    (c) An
Eligible Employee may be granted Rights under the Plan only if such Rights do
not permit such Eligible Employee’s rights to purchase shares of the Common
Stock or any Affiliate of the Company to accrue at a rate which exceeds twenty
five thousand dollars ($25,000) of the Fair Market Value of such shares of the
Common Stock (determined at the time such Rights are granted) for each calendar
year in which such Rights are outstanding at any time.

    


    (d) The
Administrator may provide in an Offering that Employees who are highly
compensated Employees within the meaning of Section 423(b)(4)(D) of the
Code shall not be eligible to participate.

    


    
      	
              7.

            	
              RIGHTS;
      PURCHASE PRICE.

            


    

     

    (a) On
each Offering Date, each Eligible Employee, pursuant to an Offering made under
the Plan, shall be granted the Right to purchase up to:

     

    (1) the
number of shares of the Common Stock purchasable with a percentage designated by
the Administrator not exceeding ten (10%) percent of such Employee’s
Earnings (as defined by the Administrator in each Offering) during the period
which begins on the Offering Date and ends on the date stated in the Offering,
which date shall be no later than the end of the Offering; or

     

    (2) the
number of shares of the Common Stock purchasable with a maximum dollar amount
designated by the Administrator that, as the Administrator determines for a
particular Offering, shall be withheld, in whole or in part, from such
Employee’s Earnings (as defined by the Administrator in each Offering) during
the period which begins on the Offering Date and ends on the date stated in the
Offering, which date shall be no later than the end of the
Offering.

     

    (b) On
each Offering Date, the Administrator shall specify the Purchase Price and
establish one or more Purchase Dates on which Rights granted under the Plan
shall be exercised and purchases of shares of the Common Stock carried out in
accordance with such Offering.

     

    (c) In
connection with each Offering made under the Plan, the Administrator may specify
a lesser maximum number of shares of the Common Stock that may be purchased by
any Participant as well as a maximum aggregate number of shares of the Common
Stock that may be purchased by all Participants pursuant to such Offering. In
addition, in connection with each Offering that contains more than one Purchase
Date, the Administrator may specify a maximum aggregate number of shares of the
Common Stock which may be purchased by all Participants on any given Purchase
Date under the Offering. If the aggregate purchase of shares of the Common Stock
upon exercise of Rights granted under the Offering would exceed any such maximum
aggregate amount, the Administrator shall make a pro rata allocation of the
shares of the Common Stock available in as nearly a uniform manner as shall be
practicable and as it shall deem to be equitable.

    


    
      	
              8.

            	
              PARTICIPATION;
      WITHDRAWAL; TERMINATION.

            


    

     

    (a) An
Eligible Employee may become a Participant in the Plan pursuant to an Offering
by delivering a participation agreement to the Company within the time specified
in the Offering, in such form as the Administrator provides. Each such agreement
shall authorize payroll deductions of up to the maximum percentage or dollar cap
specified by the Administrator of such Employee’s Earnings during the Offering
(as defined in each Offering). The payroll deductions made for each Participant
shall be credited to a bookkeeping account for such Participant under the Plan
and either may be deposited with the general funds of the Company or
may   be deposited in a separate account in the name of, and for
the benefit of, such Participant with the Custodian. To the extent provided in
the Offering, a Participant may reduce (including to zero) or increase such
payroll deductions. To the extent provided in the Offering, a Participant may
begin such payroll deductions after the beginning of the Offering. A Participant
may make additional payments into his or her account only if specifically
provided for in the Offering and only if the Participant has not already had the
maximum permitted amount withheld during the Offering.

     

    
      
         

      

      
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    (b) At
any time during an Offering, a Participant may terminate his or her payroll
deductions under the Plan and withdraw from the Offering by delivering to the
Company a notice of withdrawal in such form as the Company provides. Such
withdrawal may be elected at any time prior to the end of the Offering except as
provided by the Administrator in the Offering. Upon such withdrawal from the
Offering by a Participant, the Company or the Custodian (as may be the case)
shall distribute to such Participant all of his or her accumulated payroll
deductions (reduced to the extent, if any, such deductions have been used to
acquire shares of the Common Stock for the Participant) under the Offering,
without interest unless otherwise specified in the Offering, and such
Participant’s interest in that Offering shall be automatically terminated. A
Participant’s withdrawal from an Offering will have no effect upon such
Participant’s eligibility to participate in any other Offerings under the Plan
but such Participant will be required to deliver a new participation agreement
in order to participate in subsequent Offerings under the Plan.

     

    (c)
Rights granted pursuant to any Offering under the Plan shall terminate
immediately upon cessation of any participating Employee’s employment with the
Company or a designated Affiliate of the Company for any reason (subject to any
post-employment participation period required by law) or other lack of
eligibility. The Company or the Custodian (as may be the case) shall distribute
to such terminated Employee all of his or her accumulated payroll deductions
(reduced to the extent, if any, such deductions have been used to acquire shares
of the Common Stock for the terminated Employee) under the Offering, without
interest unless otherwise specified in the Offering. If the accumulated payroll
deductions have been deposited with the Company’s general funds, then the
distribution shall be made from the general funds of the Company, without
interest. If the accumulated payroll deductions have been deposited in a
separate account with the Custodian, then the distribution shall be made from
such separate account, without interest unless otherwise specified in the
Offering.

     

    (d)
Rights granted under the Plan shall not be transferable by a Participant
otherwise than by will or the laws of descent and distribution, or by a
beneficiary designation as provided in paragraph 15 and, otherwise during his or
her lifetime, shall be exercisable only by the person to whom such Rights are
granted.

    


    
      	
              9.

            	
              EXERCISE.

            


    

     

    (a) On
each Purchase Date specified therefor in the relevant Offering, the Company or the Custodian (as may be
the case) shall apply each Participant’s accumulated payroll deductions
and other additional payments specifically provided for in the Offering (without
any increase for interest) to the purchase of shares of the Common Stock up to
the maximum number of shares of the Common Stock permitted pursuant to the terms
of the Plan and the applicable Offering, at the Purchase Price specified in the
Offering. No fractional shares of the Common Stock shall be issued upon the
exercise of Rights granted under the Plan unless specifically provided for in
the Offering.

     

    (b)
Unless otherwise specifically provided in the Offering, the amount, if any, of
accumulated payroll deductions remaining in any Participant’s account after the
purchase of shares of the Common Stock that is equal to the amount required to
purchase one or more whole shares of the Common Stock on the final Purchase Date
of the Offering (in case there is more than one Purchase Date within such
Offering) shall be distributed in full to the Participant at the end of the
Offering, without interest. If the accumulated payroll deductions have been
deposited with the Company’s general funds, then the distribution shall be made
from the general funds of the Company, without interest. If the accumulated
payroll deductions have been deposited in a separate account with the Custodian,
then the distribution shall be made from the separate account, without interest
unless otherwise specified in the Offering. The amount of accumulated payroll
deductions remaining in any Participant’s account that is less than the amount
required to purchase one whole share of Common Stock on the final Purchase Date
of the Offering (in case there is more than one Purchase Date within such
Offering) shall be carried over to the next Offering or shall, if the
Participant requests or does not participate in the next Offering, be
refunded.

    


    (c) No
Rights granted under the Plan may be exercised to any extent unless the shares
of the Common Stock to be issued upon such exercise under the Plan (including
Rights granted thereunder) are covered by an effective registration statement
pursuant to the Securities Act and the Plan is in material compliance with all
applicable state, foreign and other securities and other laws applicable to the
Plan. If on a Purchase Date in any Offering hereunder the Plan is not so
registered or in such compliance, no Rights granted under the Plan or any
Offering shall be exercised on such Purchase Date, and the Purchase Date shall
be delayed until the Plan is subject to such an effective registration statement
and such compliance. If, on the Purchase Date of any Offering hereunder, as
delayed to the maximum extent permissible under applicable law, the Plan is not
registered and in such compliance, no Rights granted under the Plan or any
Offering shall be exercised and all payroll deductions accumulated during the
Offering (reduced to the extent, if any, such deductions have been used to
acquire shares of Common Stock) shall be distributed to the Participants,
without interest unless otherwise specified in the Offering. If the accumulated
payroll deductions have been deposited with the Company’s general funds, then
the distribution shall be made from the general funds of the Company, without
interest. If the accumulated payroll deductions have been deposited in a
separate account with the Custodian, then the distribution shall be made from
the separate account, without interest unless otherwise specified in the
Offering.

     

    
      
         

      

      
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              10.

            	
              COVENANTS
      OF THE COMPANY.

            


    

     

    (a)
During the terms of the Rights granted under the Plan, the Company shall ensure
that the number of shares of the Common Stock required to satisfy such Rights
are available.

     

    (b) The
Company shall seek to obtain from each federal, state, foreign or other
regulatory commission or agency having jurisdiction over the Plan such authority
as may be required to issue and sell shares of the Common Stock upon exercise of
the Rights granted under the Plan. If, after reasonable efforts, the Company is
unable to obtain from any such regulatory commission or agency the authority
which counsel for the Company deems necessary for the lawful issuance and sale
of shares of the Common Stock under the Plan, the Company shall be relieved from
any liability for failure to issue and sell shares of the Common Stock upon
exercise of such Rights unless and until such authority is
obtained.

    


    
      	
              11.

            	
              USE
      OF PROCEEDS FROM SHARES.

            


    

     

    Proceeds
from the sale of shares of the Common Stock pursuant to Rights granted under the
Plan shall constitute general funds of the Company.

    


    
      	
              12.

            	
              RIGHTS
      AS A STOCKHOLDER.

            


    

     

    A
Participant shall not be deemed to be the holder of, or to have any of the
rights of a holder with respect to, shares of the Common Stock subject to Rights
granted under the Plan unless and until the Participant’s shares of the Common
Stock acquired upon exercise of Rights under the Plan are recorded in the books
of the Company.

    


    
      	
              13.

            	
              ADJUSTMENTS
      UPON CHANGES IN SECURITIES.

            


    

     

    (a) If
any change is made in the shares of the Common Stock subject to the Plan, or
subject to any Right, without the receipt of consideration by the Company
(through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or other transaction not involving the receipt of
consideration by the Company), the Plan will be appropriately adjusted in the
class(es) and maximum number of shares of the Common Stock subject to the Plan
pursuant to subparagraph 4(a), and the outstanding Rights will be appropriately
adjusted in the class(es), number of shares of the Common Stock and purchase
limits of such outstanding Rights. The Administrator shall make such
adjustments, and its determination shall be final, binding and
conclusive.

    


    (b) In
the event of: (i) a dissolution, liquidation, or sale of all or
substantially all of the assets of the Company; (ii) a merger or
consolidation in which the Company is not the surviving corporation; or
(iii) a reverse merger in which the Company is the surviving corporation
but the shares of the Common Stock outstanding immediately preceding the merger
are converted by virtue of the merger into other property, whether in the form
of securities, cash or otherwise, then: (1) any surviving or acquiring
corporation may assume Rights outstanding under the Plan or may substitute
similar rights (including a right to acquire the same consideration paid to the
Company’s stockholders in the transaction described in this subparagraph 13(b))
for those outstanding under the Plan, or (2) in the event any surviving or
acquiring corporation does not assume such Rights or substitute similar rights
for those outstanding under the Plan, then, as determined by the Administrator
in its sole discretion, such Rights may continue in full force and effect or the
Participants’ accumulated payroll deductions (exclusive of any accumulated
interest which cannot be applied toward the purchase of shares of the Common
Stock under the terms of the Offering) may be used to purchase shares of the
Common Stock immediately prior to the transaction described above under the
ongoing Offering and the Participants’ Rights under the ongoing Offering
thereafter terminated.

    


    
      	
              14.

            	
              AMENDMENT
      OF THE PLAN.

            


    

     

    (A) The
Board at any time, and from time to time, may amend the Plan. However, except as
provided in paragraph 13 relating to adjustments upon changes in securities and
except as to minor amendments to benefit the administration of the Plan, to take
account of a change in legislation or to obtain or maintain favorable tax,
exchange control or regulatory treatment for Participants or the Company or any
Affiliate of the Company, no amendment shall be effective unless approved by the
stockholders of the Company to the extent stockholder approval is necessary for
the Plan to satisfy the requirements of Section 423 of the Code, Rule 16b-3
under the Exchange Act and any exchange listing requirements, including the
increase of the number of shares of the Common Stock reserved for Rights under
the Plan or modification of the Plan in any other way if such modification
requires stockholder approval in order for the Plan to obtain employee stock
purchase plan treatment under Section 423 of the Code or to comply with the
requirements of Rule 16b-3.

     

    
      
         

      

      
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    (B) It is
expressly contemplated that the Board may amend the Plan in any respect the
Board deems necessary or advisable to provide Employees with the maximum
benefits provided or to be provided under the provisions of the Code and the
regulations promulgated thereunder relating to employee stock purchase plans, as
that term is defined in Section 423(b) of the Code, or to bring the Plan or
Rights granted under it into compliance therewith.

     

    (C)
Rights and obligations under any Rights granted before amendment of the Plan
shall not be impaired by any amendment of the Plan, except with the consent of
the person to whom such Rights were granted, or except as necessary to comply
with any laws or governmental regulations, or except as necessary to ensure that
the Plan or Rights granted under the Plan comply with the requirements of
Section 423 of the Code.

    


    
      	
              15.

            	
              DESIGNATION
      OF BENEFICIARY.

            


    

     

    (A) A
Participant may file a written designation of a beneficiary who is to receive
any shares of the Common Stock or cash, if any, from the Participant’s account
under the Plan in the event of such Participant’s death subsequent to the end of
an Offering but prior to delivery to the Participant of such shares of the
Common Stock and cash. In addition, a Participant may file a written designation
of a beneficiary who is to receive any cash from the Participant’s account under
the Plan in the event of such Participant’s death during an
Offering.

    


    (B) The
Participant may change such designation of beneficiary at any time by written
notice. In the event of the death of a Participant and in the absence of a
beneficiary validly designated under the Plan who is living at the time of such
Participant’s death, the Company shall deliver such shares of the Common Stock
or cash to the executor or administrator of the estate of the Participant, or if
no such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its sole discretion, may deliver such shares of the
Common Stock or cash to the spouse or to any one or more dependents or relatives
of the Participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.

    


    
      	
              16.

            	
              TERMINATION
      OR SUSPENSION OF THE PLAN.

            


    

     

    (a) The
Board in its discretion may suspend or terminate the Plan at any time. Unless
sooner terminated by the Board, the Plan shall terminate at the time that all of
the shares of the Common Stock subject to the Plan’s reserve, as increased or
adjusted from time to time, have been issued under the terms of the Plan or five
(5) years from the Effective Date, whichever is earlier. No Rights may be
granted under the Plan while the Plan is suspended or after it is
terminated.

     

    (b)
Rights and obligations under any Rights granted while the Plan is in effect
shall not be impaired by suspension or termination of the Plan, except as
expressly provided in the Plan or with the consent of the person to whom such
Rights were granted, or except as necessary to comply with any laws or
governmental regulation, or except as necessary to ensure that the Plan or
Rights granted under the Plan comply with the requirements of Section 423
of the Code.

    


    
      	
              17.

            	
              EFFECTIVE
      DATE OF PLAN.

            


    

    
       

      The Plan
shall become effective simultaneously with the effectiveness of the Company’s
registration statement under the Securities Act on Form S-8 with respect to the
shares reserved for issuance under the Plan (the “Effective Date”), but no
Rights granted under the Plan shall be exercised unless and until the Plan has
been approved by the stockholders of the Company within twelve (12) months
before or after the date the Plan is adopted by the Board, which date may be
prior to the Effective Date.

    

    


    
      	
              18.

            	
              COMPLIANCE
      WITH COMPANY POLICIES AND APPLICABLE
LAWS.

            


    

     

    The
Rights granted under this Plan are granted subject to (i) the employment
and corporate policies of the Company including but not limited to the insider
trading policies of the Company, and (ii) applicable state and federal
laws.

     

    
      
         

      

      
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