**Exhibit10.13**

 

**ALLIANCEGAMING CORPORATION**

**STOCKOPTION AGREEMENT**

 
| Optionee:         |   |   | Grant Date: | June 13, 2005                 |   | Per Share Exercise Price: |         |
|-------------------|--------|--------|-------------|-------------------------------|--------|---------------------------|--------------|
|              |   |   |        |                          |
| Number of Shares: |   |   | Plan:       | 2001 Long Term Incentive Plan |   |                      | Option Type: |   |
|                   |        |        |             |                               |        |                           |              |  |  |  |  |

 

**STOCK OPTIONAGREEMENT**dated as of the Grant Date specified above between Alliance GamingCorporation, a Nevada corporation (the “Company”), and the Optionee specifiedabove, pursuant to the Plan specified above as in effect and as amended fromtime to time.

 

1.              *Incorporation By Reference.  *This Agreement is subject in all respects to theterms and provisions of the Plan, all of which are by this reference made apart of and incorporated in this Agreement. Any capitalized term not defined inthis Agreement shall have the meaning ascribed to it in the Plan. If and to theextent this Agreement and the Plan conflict, the Plan shall control.

 

2.              *Grant of Option.  *The Company grants to the Optionee, as of theGrant Date specified above, an option (the “Option”) to acquire the Number ofShares of the Company’s common stock specified above (the “Option Shares”) fromthe Company at the Per Share Exercise Price specified above. The Option is notintended to qualify as an incentive stock option within the meaning of Section 422of the Internal Revenue Code.

 

3.              *Exercise of the Option.  *Subject to the relevant provisions of the Plan,the Option shall vest (i.e., become exercisable) in its entirety on the GrantDate, provided, however, that any shares acquired on exercise of the Option maynot be sold or otherwise transferred by the Optionee prior to January 1,2007. The Option may not be exercised for a fractional share of common stock.

 

4.              *Method of Exercise and Payment.  *To exercise the Option, the Optionee mustdeliver a written notice, in such manner and form as the Company may require,to the Company’s corporate secretary or the secretary’s designee on anybusiness day. The notice must specify the number of the Option Shares theOptionee wants to acquire, the date of grant of the Option, the aggregatepurchase price for the shares with respect to which the Option is exercised,and the effective date of exercise (no earlier than the date of receipt of suchnotice by the Company). The notice must be accompanied by payment, made in themanner set forth in the Plan, of (i) the aggregate purchase price for theOption Shares to be acquired, and (ii) unless the Plan administratordetermines otherwise, the amount of any taxes (including, but not limited to,any FICA, FUTA, and similar taxes) required to be withheld and paid by theCompany or its subsidiary in connection with the exercise of the Option, asdetermined by the Plan administrator.

 

5.              *Termination.  *The Option shall expire ten years after theGrant Date and shall be exercisable by the Optionee during the ten-year periodwhether or not the Optionee continues to be a director of the Company, unless,before the expiration of the term as director the Optionee is serving as of theGrant Date, the Optionee is removed as director for cause or resigns, in whichevent the Option shall expire in accordance with the Plan.

 

6.              *Dividends.  *The Option shall not entitle the Optionee toreceive 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 to execution, attachment, or similar legalprocess. Any attempted sale, pledge, or other disposition of the Option inviolation of this paragraph shall be void and of no force or effect.

 

8.              *Entire Agreement; Amendment.  *This Agreement contains the entire agreementbetween 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 Agreement and itsinterpretation. The issuance of the Option (and the Option Shares upon exerciseof this Option) pursuant to this Agreement shall be subject to, and shall complywith, any applicable requirements of any federal and state securities laws,rules, and regulations (including but not limited to the Securities Act, theExchange Act, and the respective rules and regulations promulgated there under)andany 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 which shall be deemed an original, and all of which, taken together,shall constitute one and the same instrument.

 

 
| ALLIANCE GAMING CORPORATION |   |
|-----------------------------|--------|
|                        |   |
|                        |   |
| By:                         |   |   | [Director] |
|                             |        |  |  |

 

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