**Exhibit10.8**

 

**RESTRICTEDSTOCK AGREEMENT**

 
| Grantee: |  Richard M. Haddrill           |   | Grant Date:      |  December 22, 2004 |
|----------|-------------------------------------|--------|------------------|------------------------------|
|     |                                |
| Plan:    |  2001 Long-Term Incentive Plan |   | Number of Units: |  156,507                |
|          |                                     |        |                  |                              |  |  |

 

**RESTRICTED STOCK UNITAGREEMENT** (this “Agreement”) dated as of the GrantDate specified above between Alliance Gaming Corporation, a Nevada corporation(the “Company”), and the Grantee specified above, pursuant to the Planspecified above as in effect and 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 capitalized term not defined in thisAgreement shall have the meaning ascribed to it in the Plan.  If and to the extent this Agreement and thePlan conflict, the Plan shall control.

 

2.             *Grant of Restricted Stock Units. *The Company grants to the Grantee,as of the Grant Date specified above, an award of a number of restricted stockunits equal to the Number of Units specified above (the “Restricted Stock Units”).  Each Restricted Stock Unit represents theright of the Grantee to receive one share of the common stock, $.10 par value,of the Company (the “Shares”) pursuant to the terms and conditions of thisAgreement.

 

3.             *Vesting of the Restricted Stock Units. *Except as otherwise provided inthe Employment Agreement, dated as of June 30, 2004, between the Companyand the Grantee, as amended (the “Employment Agreement”), the RestrictedStock Units shall vest (i.e., become nonforfeitable) on October 1, 2010,so long as the Grantee remains continuously employed by the Company as itsChief Executive Officer through such date; provided that the vesting of 50% ofthe Restricted Stock Units will be accelerated to each of October 1, 2005and October 1, 2006 upon the attainment, in each case, of strategic and/orfinancial measures specified for the approximately nine month period ending October 1,2005 and for the twelve month period ending October 1, 2006 to be mutuallyagreed to between the Board of Directors of the Company and the Grantee.  Restricted Stock Units that have vested andare no longer subject to forfeiture are referred herein to as “Vested Units.”  Restricted Stock Units that have not yetvested and thus remain subject to forfeiture are referred herein to as “UnvestedUnits.”

 

4.             *Settlement of Restricted Stock Units. *Each Vested Unit represents theGrantee’s right to receive one Share as follows:

 

(a)           75%of the Shares represented by the Vested Units shall be issued to the Grantee (1) onthe later of (a) October 1, 2007 or (b) the first date on whichsuch payment or any portion thereof is no longer subject to the limits of section 162(m) of theInternal Revenue Code in which case that portion of the payment that is nolonger subject to such limits shall be issued to the Grantee at the time suchlimits become inapplicable, or (2) in the event that the Grantee’semployment with the Company is terminated prior to October 1, 2007, on thefirst date in which such payment or any portion thereof is no longer subject tothe limits of Section 162(m) of the Internal Revenue Code in

 

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which case that portion of the payment thatis no longer subject to such limits shall be issued to the Grantee at the timesuch limits become inapplicable.

 

(b)           25%of the Shares represented by the Vested Units shall be issued to the Grantee (1) onthe later of (a) October 1, 2008 or (b) the first date on whichsuch payment or any portion thereof is no longer subject to the limits of section 162(m)of the Internal Revenue Code in which case that portion of the payment that isno longer subject to such limits shall be issued to the Grantee at the timesuch limits become inapplicable, or (2) in the event that the Grantee’semployment with the Company is terminated prior to October 1, 2008, on thefirst date in which such payment or any portion thereof is no longer subject tothe limits of Section 162(m) of the Internal Revenue Code in which casethat portion of the payment that is no longer subject to such limits shall beissued to the Grantee at the time such limits become inapplicable.

 

5.             *Rights as a Stockholder. *The Grantee shall have no rightsas a stockholder (including, without limitation, any voting rights with respectto the Shares subject to the Restricted Stock Units) with respect to either theRestricted Stock Units granted hereunder or the Shares underlying theRestricted Stock Units, unless and until such Shares are issued in respect ofVested Units, and then only to the extent of such issued Shares.

 

6.             *Forfeiture of Unvested Units. *Except as otherwise provided inthe Employment Agreement, if the Grantee’s ceases to serve as the Company’sChief Executive Officer, all Unvested Units shall be immediately forfeited.

 

7.             *Withholding Taxes. *The Company has the right to deduct or otherwise effect awithholding of the amount of any taxes (including, but not limited to, anyFICA, FUTA, and similar taxes) required by federal, state, local or foreignlaws to be withheld or otherwise deducted and paid with respect to the grant,vesting or settlement of the Restricted Stock Units; or, in lieu of suchwithholding, to require that the Grantee pay to the Company in cash (or, at thesole discretion of the Board or the Committee, in the form of Shares) theamount of any taxes required to be withheld or otherwise deducted and paid bythe Company or its Subsidiary in connection with the grant, vesting orsettlement of the Restricted Stock Units. Unless the tax withholding obligations of the Company or any affiliateare satisfied, the Company will have no obligation to issue a certificate forany of the Shares subject to the Restricted Stock Units (whether vested orunvested).

 

8.             *Non-transferability. *Neither the Grantee nor the Grantee’s beneficiaries shallsell, exchange, transfer, assign, or otherwise dispose of any Restricted StockUnits (whether vested or unvested) or any rights or interests therein(including any Shares subject to Restricted Stock Units (whether vested orunvested) that have not yet been delivered to the Grantee).  The Grantee shall pledge, encumber, orotherwise hypothecate the Restricted Stock Units (whether vested or unvested)or any rights or interests therein (including any Shares subject to RestrictedStock Units (whether vested or unvested) that have not yet been delivered tothe Grantee) in any way at any time.  TheRestricted Stock Units (and any undelivered Shares subject thereto) shall notbe subject to execution, attachment, or similar legal process.  Any attempted sale, pledge, or otherdisposition of the Restricted Stock Units (or any undelivered Shares subjectthereto) in violation of this paragraph shall be void and of no force oreffect.

 

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9.             *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 Agreement may be modified or rescindedonly with the written consent of both parties.

 

10.           *Governing Law. *Nevada law shall govern this Agreement and itsinterpretation.  The issuance of theRestricted Stock pursuant to this Agreement shall be subject to, and shallcomply with, any applicable requirements of any federal and state securitieslaws, rules, and regulations (including but not limited to the Securities Act,the Exchange Act, and the respective rules and regulations promulgatedthereunder) and any other applicable law or regulation.

 

11.           *Binding Effect. *This Agreement shall bind and inure to the benefit of theCompany and its successors and assigns.

 

12.           *Counterparts*.  This Agreement may be executed incounterparts, 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:    | /s/ Mark  Lerner        |                 | /s/ Richard  M. Haddrill |
|--------|-------------------------|----------------------|--------------------------|
|   | Mark Lerner,  Secretary | Richard M.  Haddrill |

 

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