**Exhibit 10.12**

 

**ALLIANCE GAMING CORPORATIONS****TOCK O****PTION A****GREEMENT**

 

 
| Optionee:         |   |   | Grant Date: |                          |   | Per Share Exercise Price: |          |
|-------------------|--------|--------|-------------|-------------------------------|--------|---------------------------|---------------|
|              |   |   |        |                          |
| Number of Shares: |   |   | Plan:       | 2001 Long Term Incentive Plan |   | Option Type:              | Non-Qualified |
|                   |        |        |             |                               |        |                           |               |  |  |  |

 

**STOCK OPTIONAGREEMENT** dated as ofthe Grant Date specified above between Alliance Gaming Corporation, a Nevadacorporation (the “Company”), and the Optionee specified above, pursuant to thePlan specified above as in effect and as amended from time to time.

 

1.  *IncorporationBy Reference.* This Agreement is subject in all respects to the termsand provisions of the Plan, all of which are by this reference made a part ofand incorporated in this Agreement. Any capitalized term not defined in thisAgreement 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 ofOption.* The Company grants to the Optionee, as of the Grant Datespecified above, an option (the “Option” ) to acquire the Number of Shares ofthe Company’s common stock specified above (the “Option Shares”) from theCompany at the Per Share Exercise Price specified above. The Option is notintended to qualify as an incentive stock option within the meaning of Section422 of the Internal Revenue Code.

 

3.  *Exercise ofthe Option.* Subject to the relevant provisions of the Plan, theOption shall vest (i.e., become exercisable) in its entirety on the Grant Date.The Option may not be exercised for a fractional share of common stock.

 

4.  *Method ofExercise 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 administrator determinesotherwise, the amount of any taxes (including, but not limited to, any FICA,FUTA, and similar taxes) required to be withheld and paid by the Company or itssubsidiary in connection with the exercise of the Option, as determined by thePlan administrator.

 

5.  *Termination.*The Option shall expire ten years after the Grant Date and shall be exercisableby the Optionee during the ten-year period whether or not the Optioneecontinues to be a director of the Company, unless, before the expiration of theterm as director the Optionee is serving as of the Grant Date, the Optionee isremoved as director for cause or resigns, in which event the Option shallexpire in accordance with the Plan.

 

6.  *Dividends.*The Option shall not entitle the Optionee to receive any dividend declared onthe Company’s common stock.

 

7.  *Non-transferability.*Neither the Optionee nor the Optionee’s beneficiaries shall sell, exchange,transfer, assign, or otherwise dispose of the Option or any rights or intereststherein, other than by testamentary disposition by the Optionee or the laws ofdescent and distribution. Neither the Optionee nor the Optionee’s beneficiariesshall pledge, encumber, or otherwise hypothecate the Option or any rights orinterests therein in any way at any time. 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.  *EntireAgreement; 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.  *GoverningLaw.* Nevada law shall govern this Agreement and its interpretation.The issuance of the Option (and the Option Shares upon exercise of this Option)pursuant to this Agreement shall be subject to, and shall comply with, anyapplicable requirements of any federal and state securities laws, rules, andregulations (including but not limited to the Securities Act, the Exchange Act,and the respective rules and regulations promulgated thereunder) and any otherapplicable law or regulation.

 

10.  *Binding Effect.*This Agreement shall bind and inure to the benefit of the Company and itssuccessors and assigns.

 

11.  *Counterparts*.This Agreement may be executed in counterparts, each of which shall be deemedan original, and all of which, taken together, shall constitute one and thesame instrument.

 

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

 

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