Exhibit
10.13


 


ALLIANCE
GAMING CORPORATION


STOCK
OPTION AGREEMENT


 


	
  Optionee:

  	
   

  	
   

  	
  Grant Date:

  	
  June 13, 2005

  	
   

  	
  Per Share Exercise Price: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of Shares:

  	
   

  	
   

  	
  Plan:

  	
  2001 Long Term Incentive Plan

  	
   

  	
   

  	
  Option Type:

  	
   

  
												



 


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, provided, however, that any shares acquired on exercise of the Option may
not 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 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 there under)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:

  	
   

  	
   

  	
  [Director]