**Exhibit10.2**

 

**VENDINGDATACORPORATIONAMENDED AND RESTATED 1999 STOCK OPTION PLANAS APPROVED BY THE BOARD OF DIRECTORS ON APRIL 22, 2003,AS APPROVED BY THE STOCKHOLDERS ON MAY 29, 2003,AND AS ORIGINALLY APPROVED ON JANUARY 5, 1999**

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# **1.**                                      PURPOSE

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The purpose of the VendingData Corporation 1999 StockOption Plan is to further the interests of VendingData Corporation, a Nevadacorporation (the “Company”), by encouraging and enabling selected officers,directors, employees, consultants, advisers, independent contractors andagents, upon whose judgment, initiative and effort the Company is largelydependent for the successful conduct of its business, to acquire and retain aproprietary interest in the Company by ownership of its stock through theexercise of stock options to be granted hereunder.  Options granted hereunder are either options intended to qualifyas “incentive stock options” within the meaning of Section 422 of theInternal Revenue Code of 1986, as amended, or non-qualified stock options.

 

# **2.**                                      DEFINITIONS

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Whenever used herein the following terms shall havethe following meanings, respectively:

 

(a)                                  “Board”shall mean the Board of Directors of the Company.

 

(b)                                 “Code”shall mean the Internal Revenue Code of 1986, as amended.

 

(c)                                  “Committee”shall mean the Stock Option or Compensation Committee appointed by the Board,or if no committee has been appointed, a reference to “Committee” shall bedeemed to refer to the Board.

 

(d)                                 “CommonStock” shall mean the Company’s Common Stock, $.001 par value.

 

(e)                                  “Company”shall mean VendingData Corporation, a Nevada corporation.

 

(f)                                    “Employee”shall mean, in connection with Incentive Options, only employees of theCompany.

 

(g)                                 “FairMarket Value Per Share” of the Common Stock on any date shall mean, if theCommon Stock is publicly traded, the mean between the highest and lowest quotedselling prices of the Common Stock on such date or, if not available, the meanbetween the bona fide bid and asked prices of the Common Stock on such date.  In any situation not covered above or ifthere were no sales on the date in question, the Fair Market Value Per Shareshall be determined by the Committee in accordance with Section 20.2031-2of the Federal Estate Tax Regulations.

 

(h)                                 “IncentiveOption” shall mean an Option granted under the Plan, which is designated as andqualified as an incentive stock option within the meaning of Section 422of the Code.

 

(i)                                     “Non-EmployeeDirector” shall have the meaning set forth in Rule 16b-3 promulgated by theSecurities and Exchange Commission pursuant to the Securities Exchange Act of1934, as amended, or any successor rule.

 

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(j)                                     “Non-QualifiedOption” shall mean an Option granted under the Plan which is designated as anon-qualified stock option and which does not qualify as an incentive stockoption within the meaning of Section 422 of the Code.

 

(k)                                  “Option”shall mean an Incentive Option or a Non-Qualified Option.

 

(l)                                     “Optionee”shall mean any person who has been granted an Option under the Plan.

 

(m)                               “OutsideDirector” shall have the meaning set forth in Section 162(m) of the Code.

 

(n)                                 “PermanentDisability” shall mean termination of a Relationship with the Company with theconsent of the Company by reason of permanent and total disability within themeaning of Section 22(e)(3) of the Code.

 

(o)                                 “Plan”shall mean the VendingData Corporation 1999 Stock Option Plan, as amended.

 

(p)                                 “Relationship”shall mean that the Optionee is or has agreed to become an officer, director,employee, consultant, adviser, independent contractor or agent of the Companyor any subsidiary of the Company.

 

(q)                                 “Terminationfor Cause” means the termination of any employee’s employment with the Company,whether voluntary or involuntary, that is determined by the Committee to haveresulted from the discovery by the Company of the employee’s dishonesty,commission of a felony (regardless of whether or not prosecuted) or fraud.

 

# **3.**                                      ADMINISTRATION

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(a)                                  ThePlan shall be administered by a Committee of at least two directors of theCompany appointed by the Board, all members of which are both Non-EmployeeDirectors and Outside Directors.  TheBoard may from time to time appoint members of the Committee in substitutionfor or in addition to members previously appointed and may fill vacancies.  In the event the Board fails to designate aCommittee to administer the Plan, the Plan shall be administered by theBoard.  To the extent not inconsistentwith applicable law, the Board or Committee may from time to time delegate toone or more officers of the Company any or all of its authorities grantedhereunder except with respect to awards to persons subject to Section 16of the Securities Exchange Act of 1934, as amended.

 

(b)                                 Anyaction of the Committee with respect to the administration of the Plan shall betaken by majority vote or by written consent of a majority of its members, andall actions of the Committee are subject to approval by the Board.

 

(c)                                  Subjectto the provisions of the Plan, the Committee shall have the authority toconstrue and interpret the Plan, to define the terms used therein, to determinethe time or times an Option may be exercised and the number of shares which maybe exercised at any one time, to prescribe, amend and rescind rules andregulations relating to the Plan, to approve and determine the duration ofleaves of absence which may be granted to participants without constituting atermination of their employment for purposes of the Plan, and to make all otherdeterminations necessary or advisable for the administration of the Plan.

 

(d)                                 TheCompany shall indemnify and hold harmless the members of the Board and theCommittee from and against any and all liabilities, costs and expenses incurredby such persons as a result of any act, or omission to act, in connection withthe performance of such persons’ duties, responsibilities

 

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and obligations under the Plan, other than suchliabilities, costs and expenses as may result from the negligence, bad faith,willful misconduct or criminal acts of such persons.

 

(e)                                  TheCompany will provide financial information to the Optionees on the same basisas the Company provides such information to its stockholders.

 

(f)                                    TheCommittee’s interpretation and construction of any provisions of this Plan orany Option granted under this Plan shall be final, conclusive and binding uponall Optionees, their guardians, legal representatives and beneficiaries, theCompany and all other interested parties.

 

# **4.**                                      NUMBER OF SHARES SUBJECT TO PLAN

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The aggregate number of shares of Common Stock subjectto Options, which may be granted under the Plan, shall not exceed 2,000,000shares.  The shares of Common Stock tobe issued upon the exercise of Options may be authorized but unissued shares,shares issued and reacquired by the Company or shares purchased by the Companyon the open market.  If any Optiongranted hereunder shall expire or terminate for any reason without having beenexercised in full, the unpurchased shares subject thereto shall again beavailable for the purposes of the Plan.

 

# **5.**                                      ELIGIBILITY AND PARTICIPATION

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(a)                                  Non-QualifiedOptions may be granted to any person who has a Relationship with the Company orany of its subsidiaries.  IncentiveOptions may be granted to any Employee. The Committee shall determine the persons to whom Options shall begranted, the time or times at which such Options shall be granted and thenumber of shares to be subject to each Option. An Optionee may, if he is otherwise eligible, be granted an additionalOption or Options if the Committee shall so determine.  An Employee may be granted Incentive Optionsor Non-Qualified Options or both under the Plan; provided, however, that thegrant of Incentive Options and Non-Qualified Options to an Employee shall bethe grant of separate Options, and each Incentive Option and each Non-QualifiedOption shall be specifically designated as such.

 

(b)                                 Inno event shall the aggregate fair market value (determined as of the time theOption is granted) of the shares with respect to which Incentive Options(granted under the Plan or any other plans of the Company or any subsidiary orparent corporation of the Company) are exercisable for the first time by anOptionee in any calendar year exceed $100,000.

 

(c)                                  Inno event shall the aggregate number of shares of Common Stock with respect towhich Options may be granted to a single Optionee during the term of the Planexceed 20 percent of the aggregate number of shares of Common Stock subject toOptions which may granted to all Optionees under the Plan.

 

# **6.**                                      PURCHASE PRICE

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The purchase price of each share covered by eachIncentive Option shall not be less than 100% of the Fair Market Value Per Shareof the Common Stock on the date the Incentive Option is granted; provided,however, that if at the time an Incentive Option is granted the Optionee ownsor would be considered to own by reasons of Section 424(d) of the Codemore that 10% of the total combined voting power of all classes of stock of theCompany or any subsidiary or parent corporation of the Company, the purchaseprice of the shares covered by such Incentive Option shall not be less than110% of the Fair Market Value Per Share of the Common Stock on the date theIncentive Option is granted.

 

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# **7.**                                      DURATION OF OPTIONS

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The expiration date of the Option and all rightsthereunder shall be determined by the Committee.   In the event the Committee does not specify the expiration dateof the Option, the expiration date shall be 10 years from the date on which theOption was granted, and shall be subject to earlier termination as providedherein; provided, however, that if at any time an Incentive Option is grantedthe Optionee owns or would be considered to own by reason ofSection 424(d) of the Code more that 10% of the total combined votingpower of all classes of stock of the Company, such Incentive Option shallexpire five years from the date the Incentive Option is granted unless theCommittee selects an earlier date.

 

# **8.**                                      EXERCISE OF OPTIONS

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(a)                                  AnOption shall vest and become exercisable from time to time in installments orotherwise in accordance with such schedule and upon such other terms andconditions as the Committee shall in its discretion determine at the time theOption is granted.  An Optionee maypurchase less than the total number of shares for which the Option isexercisable, provided that a partial exercise of an Option may not be for lessthan 100 shares, unless the exercise is during the final year of the Option,and shall not include any fractional shares. As a condition to the exercise, in whole or in part, of any Option, theCommittee may in its sole discretion require the Optionee to pay, in additionto the purchase price of the shares covered by the Option, an amount equal toany federal, state or local taxes that the Committee has determined arerequired to be paid in connection with the exercise of such Option in order toenable the Company to claim a deduction or otherwise.  Furthermore, if any Optionee disposes of any shares of stockacquired by exercise of an Incentive Option prior to the expiration of eitherof the holding periods specified in Section 422(a)(1) of the Code, theOptionee shall pay to the Company, or the Company shall have the right towithhold from any payment to be made to the Optionee, an amount equal to anyfederal, state or local taxes that the Committee has determined are required tobe paid in connection with the exercise of such Option in order to enable theCompany to claim a deduction.

 

(b)                                 NoOption will be exercisable (and any attempted exercise will be deemed null andvoid) if such exercise would create a right of recovery for “short-swingprofits” under Section 16(b) of the Securities Exchange Act of 1934, asamended.  This Section 8(b) isintended to protect persons subject to Section 16(b) against inadvertentviolations of Section 16(b) and shall not apply with respect to anyparticular exercise of an Option if expressly waived in writing by the Optioneeat the time of such exercise.

 

# **9.**                                      METHOD OF EXERCISE

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(a)                                  Tothe extent that an Option has become exercisable, the Option may be exercisedfrom time to time by giving written notice to the Company stating the number ofshares with respect to which the Option is being exercised, accompanied bypayment in full, by cash or by certified or cashier’s check payable to theorder of the Company or the equivalent thereof acceptable to the Company, ofthe purchase price for the number of shares being purchased and, if applicable,any federal, state or local taxes required to be paid in accordance with theprovisions of Section 8(a) hereof. The Company shall issue a separate certificate or certificates withrespect to each Option exercised by an Optionee.

 

(b)                                 Inthe Committee’s discretion, payment of the purchase price for the shares withrespect to which the Option is being exercised may be made in whole or in partwith shares of Common Stock.  If paymentis made with shares of Common Stock, the Optionee, or other person entitled toexercise the Option, shall deliver to the Company certificates representing thenumber of shares of Common Stock in payment for the shares being purchased,duly endorsed for transfer to the Company. If requested by the

 

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Committee, prior to the acceptance of suchcertificates in payment for such shares, the Optionee, or any other personentitled to exercise the Option, shall supply the Committee with arepresentation and warranty in writing that he has good and marketable title tothe shares represented by the certificate(s), free and clear of all liens andencumbrances.  The value of the sharesof Common Stock tendered in payment for the shares being purchased shall betheir Fair Market Value Per Share on the date of the exercise.

 

(c)                                  Notwithstandingthe foregoing, the Company shall have the right to postpone the time ofdelivery of the shares for such period as may be required for it to comply,with reasonable diligence, with any applicable listing requirements of anynational securities exchange or any federal, state or local law.  If an Optionee or other person entitled toexercise an Option fails to accept delivery of or fails to pay for all or anyportion of the shares requested in the notice of exercise upon tender ofdelivery thereof, the Committee shall have the right to terminate his Optionwith respect to such shares.

 

# **10.**                               NON-TRANSFERABILITY OF OPTIONS

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No Option granted under the Plan shall be assignableor transferable by the Optionee, either voluntarily or by operation of law,otherwise than by will or the laws of descent and distribution, and each Optionshall be exercisable during the Optionee’s lifetime only by the Optionee.

 

# **11.**                               CONTINUANCE OF RELATIONSHIP

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Nothing contained in the Plan or in any Option grantedunder the Plan shall confer upon any Optionee any right with respect to thecontinuation of his employment by or other Relationship with the Company, orinterfere in any way with the right of the Company at any time to terminatesuch employment or other Relationship or to increase or decrease thecompensation of the Optionee from the rate in existence at the time of thegrant of an Option.

 

# **12.**                               TERMINATION OF RELATIONSHIP OTHER THAN BY DEATH ORPERMANENT DISABILITY

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Except as the Committee may otherwise determine at anytime with respect to any particular Non-Qualified Option granted hereunder:

 

(a)                                  Ifan Optionee ceases to have a Relationship for any reason other than his deathor Permanent Disability, any Options granted to him shall terminate 90 daysfrom the date on which such Relationship terminates unless such Optionee hasresumed or initiated a Relationship and has a Relationship on such date.  During the 90-day period, the Optionee mayexercise any Option granted to him but only to the extent such Option was exercisableon the date of termination of his Relationship and provided that such Optionhas not expired or otherwise terminated as provided herein.  A leave of absence approved in writing bythe Committee shall not be deemed a termination of Relationship for purposes ofthis Section 12, but no Option may be exercised during any such leave ofabsence, except during the first 90 days thereof.

 

(b)                                 Forpurposes hereof, termination of an Optionee’s Relationship for reasons otherthan death or Permanent Disability shall be deemed to take place upon theearliest to occur of the following: (i) the date of the Optionee’s retirement from employment under thenormal retirement policies of the Company; (ii) the date of the Optionee’sretirement from employment with the approval of the Committee because ofdisability other than Permanent Disability; (iii) the date the Optioneereceives notice or advice that his employment or other Relationship isterminated; or (iv) the date the Optionee ceases to render the

 

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services which he was employed, engaged or retained torender to the Company or any subsidiary (absences for temporary  illness, emergencies  and vacations or leaves of absence approvedin writing by the Committee excepted). The fact that the Optionee may receive payment from the Company aftertermination for vacation pay, for services rendered prior to termination, forsalary in lieu of notice or for other benefits shall not affect the terminationdate.

 

(c)                                  Notwithstandinganything in the Plan to the contrary, no Option may be exercised or claimedfollowing an Optionee’s termination of Relationship as a result of Terminationfor Cause, and no Option may be exercised or claimed while the Optionee isbeing investigated for a Termination for Cause.

 

# **13.**                               DEATH OR PERMANENT DISABILITY OF OPTIONEE

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Except as the Committee may expressly determineotherwise at any time with respect to any particular Non-Qualified Optiongranted hereunder, if an Optionee shall die at a time when he is in aRelationship or if the Optionee shall cease to have a Relationship by reason ofPermanent Disability, any Option granted to him shall terminate one year afterthe date of his death or termination of Relationship due to PermanentDisability unless by its terms it shall expire before such date or otherwiseterminate as provided herein, and shall only be exercisable to the extent thatit would have been exercisable on the date of his death or his termination ofRelationship due to Permanent Disability. In the case of death, the Option may be exercised by the person orpersons to whom the Optionee’s rights under the Option shall pass by will or bythe laws of descent and distribution.

 

# **14.**                               STOCK PURCHASE NOT FOR DISTRIBUTION

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Each Optionee shall, by accepting the grant of anOption under the Plan, represent and agree, for himself and his transferees bywill or the laws of descent and distribution, that all shares of stockpurchased upon exercise of the Option will be received and held without a viewto distribution except as may be permitted by the Securities Act of 1933, asamended, and the rules and regulations promulgated thereunder.  After each notice of exercise of any portionof an Option, if requested by the Committee, the person entitled to exercisethe Option shall agree in writing that the shares of stock are being acquiredin good faith without a view to distribution.

 

# **15.**                               PRIVILEGES OF STOCK OWNERSHIP

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No person entitled to exercise any Option grantedunder the Plan shall have any of the rights or privileges of a stockholder ofthe Company with respect to any shares of Common Stock issuable upon exerciseof such Option until such person has become the holder of record of suchshares.  No adjustment shall be made fordividends or distributions of rights in respect of such shares if the recorddate is prior to the date on which such person becomes the holder of record,except as provided in Section 16 hereof.

 

# **16.**                               ADJUSTMENTS

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(a)                                  Ifthe number of outstanding shares of Common Stock is increased or decreased, orif such shares are exchanged for a different number or kind of shares orsecurities of the Company through reorganization, merger, recapitalization,reclassification, stock dividend, stock split, combination of shares or othersimilar transaction, the aggregate number of shares of Common Stock subject tothe Plan as provided in Section 4 hereof, the shares of Common Stocksubject to issued and outstanding Option under the Plan and the aggregatenumber of shares of Common Stock with respect to which Options may be grantedto a single Optionee as provided in Section 5(c) hereof shall beappropriately and

 

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proportionately adjusted by the Committee.  Any such adjustment in the outstanding Optionsshall be made without change in the aggregate purchase price applicable to theunexercised portion of the Option but with an appropriate adjustment in theprice for each share or other unit of any security covered by the Option.  No adjustment shall be made on account ofany transaction or event not specifically set forth in this Section 16(a),including, without limitation, the issuance of Common Stock for consideration.

 

(b)                                 Notwithstandingthe provision of Section 16(a), upon the dissolution or liquidation of theCompany or upon any reorganization, merger or consolidation with one or morecorporations as a result of which the Company is not the surviving corporation,or upon a sale of all or substantially all of the assets of the Company toanother corporation or entity, the Committee may take such action, if any, asit in its discretion may deem appropriate to accelerate the time within whichand the extent to which Options may be exercised, to terminate Options at orprior to the date of any such event, or to provide for the assumption of Options by surviving, consolidated,successor or transferee corporations.

 

(c)                                  Adjustmentsunder this Section 16 shall be made by the Committee, whose determinationas to which adjustments shall be made, and the extent thereof, shall be final,binding and conclusive.  No fractionalshares of stock shall be issued under the Plan or in connection with any suchadjustment.

 

# **17.**                               CHANGE OF CONTROL

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Notwithstanding any other section of this Plan,in the event of a change of control, vesting on all unexercised Options willaccelerate to the change-of-control date. For purposes of this Plan, a “Change of Control” of the Company shall bedeemed to have occurred at such time as (a) any “person” (as that term isdefined in Section 2 of the Securities Act of 1933, as amended), otherthan James E. Crabbe, or his affiliates, including the James E. CrabbeRevocable Trust, or an employee benefit plan of the Company becomes the“beneficial owner” (as defined in Rule 13d-3 under the Securities ExchangeAct of 1934, as amended), directly or indirectly, of securities of VendingDatarepresenting 25.0% or more of the combined voting power of the Company’soutstanding securities ordinarily having the right to vote at the election ofdirectors; or (b) individuals who constitute the Board on the date hereof(the “Incumbent Board”) cease for any reason to constitute at least a majoritythereof; or (c) the approval by the Company’s stockholders of the merger orconsolidation of the Company with any other corporation or businessorganization, the sale of all or substantially all the assets of the Company,or the liquidation or dissolution of the Company; or (d) a  proxy statement is distributed solicitingproxies from the stockholders of the Company seeking stockholder approval of aplan of reorganization, merger or consolidation of the Company with one or morecorporations as a result of which the outstanding shares of the Company’ssecurities are actually exchanged for or converted into cash or property orsecurities not issued by the Company; or (e) at least a majority of theIncumbent Board who are in office immediately prior to any action proposed tobe taken by the Company determine that such proposed action, if taken, wouldconstitute a change of control of the Company and such action is taken.

 

# **18.**                               TAX WITHHOLDING

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The Company shall have the right to deduct or withholdfrom all payments or distributions amounts sufficient to cover any federal,state or local taxes required by law to be withheld or paid with respect tosuch payments of distributions.  In thecase of Non-Qualified Options, the Company may require that requiredwithholding taxes be paid to the Company at the time the Option is exercised.  The Company may also permit any withholdingtax obligations incurred by reason of the exercise of any Option to besatisfied by withholding shares (that would otherwise be obtained upon suchexercise) having a fair market value equal to the aggregate amount of taxesthat are to be withheld.  In the case ofpersons subject to Section 16(b), such withholding shall be on termsconsistent with Rule 16b-3.

 

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# **19.**                               AMENDMENT AND TERMINATION OF PLAN

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(a)                                  TheBoard may from time to time, with respect to any shares at the time not subjectto Options, suspend or terminate the Plan or amend or revise the terms of thePlan; provided that any amendment to the Plan shall be approved by a majorityof the shares present and voting at either an annual or special meeting calledfor such purpose, if the amendment would (i) materially increase thebenefits accruing to participants under the Plan, (ii) increase the numberof shares of Common Stock which may be issued under the Plan, except aspermitted under the provisions of Section 16 hereof, or(iii) materially modify the requirements as to eligibility forparticipation in the Plan.

 

(b)                                 Noamendment, suspension or termination of the Plan shall, without the consent ofthe Optionee, alter or impair in a manner adverse to the Optionee any right orobligation under any Option theretofore granted to such Optionee.

 

(c)                                  Theterms and conditions of any Option granted to an Optionee may be modified oramended only by a written agreement executed by the Optionee and the Company;provided, however, that if any amendment or modification of an Incentive Optionwould constitute a “modification, extension or renewal” within the meaning ofSection 424(h) of the Code, such amendment shall be null and void unlessthe amendment contains an acknowledgment by the parties substantially in thefollowing form:  “The parties heretorecognize and agree that this amendment constitutes a modification, renewal orextension within the meaning of Section 424(h) of the Code, of the optiongranted on                     .”

 

# **20.**                               TERM OF PLAN

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No option shall be granted pursuant to the Plan after10 years from the earlier of the date of adoption of the Plan by the Board orthe date of approval of the Plan by the Company’s stockholders.

 

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