Exhibit 10.12


 


ALLIANCE GAMING CORPORATION
STOCK OPTION AGREEMENT


 


 


	
  Optionee:

  	
   

  	
   

  	
  Grant Date:

  	
   

  	
   

  	
  Per Share Exercise Price:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of Shares:

  	
   

  	
   

  	
  Plan:

  	
  2001 Long Term Incentive Plan

  	
   

  	
  Option Type: 

  	
  Non-Qualified

  
											



 


STOCK OPTION
AGREEMENT dated as of
the Grant Date specified above between Alliance Gaming Corporation, a Nevada
corporation (the “Company”), and the Optionee specified above, pursuant to the
Plan specified above as in effect and as amended from time to time.


 


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


 


2.  Grant of
Option. The Company grants to the Optionee, as of the Grant Date
specified above, an option (the “Option” ) to acquire the Number of Shares of
the Company’s common stock specified above (the “Option Shares”) from the
Company at the Per Share Exercise Price specified above. The Option is not
intended to qualify as an incentive stock option within the meaning of Section
422 of 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 Grant Date.
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 must
deliver 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 any
business day. The notice must specify the number of the Option Shares the
Optionee wants to acquire, the date of grant of the Option, the aggregate
purchase 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 such
notice by the Company). The notice must be accompanied by payment, made in the
manner set forth in the Plan, of (i) the aggregate purchase price for the
Option Shares to be acquired, and (ii) unless the Plan administrator determines
otherwise, 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 its
subsidiary in connection with the exercise of the Option, as determined by the
Plan administrator.


 


5.  Termination.
The Option shall expire ten years after the Grant Date and shall be exercisable
by the Optionee during the ten-year period whether 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 the Grant Date, the Optionee is
removed as director for cause or resigns, in which event the Option shall
expire in accordance with the Plan.


 


6.  Dividends.
The Option shall not entitle the Optionee to receive any dividend declared on
the 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 interests
therein, other than by testamentary disposition by the Optionee or the laws of
descent and distribution. Neither the Optionee nor the Optionee’s beneficiaries
shall pledge, encumber, or otherwise hypothecate the Option or any rights or
interests therein in any way at any time. The Option shall not be subject to
execution, attachment, or similar legal process. Any attempted sale, pledge, or
other disposition of the Option in violation of this paragraph shall be void
and of no force or effect.


 


8.  Entire
Agreement; Amendment. This Agreement contains the entire agreement
between the parties and supersedes other oral and written agreements previously
entered into by the parties concerning the same subject matter. This Agreement
may be modified or rescinded only with the written consent of both parties.


 


9.  Governing
Law. 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, any
applicable requirements of any federal and state securities laws, rules, and
regulations (including but not limited to the Securities Act, the Exchange Act,
and the respective rules and regulations promulgated thereunder) and any other
applicable law or regulation.


 


10.  Binding Effect.
This Agreement shall bind and inure to the benefit 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: