Exhibit 10.11


 


ALLIANCE
GAMING CORPORATION


STOCK
OPTION AGREEMENT


 


	
  Optionee:

  	
   

  	
   

  	
   

  	
  Grant Date:

  	
   

  	
   

  	
   

  	
  Per Share Exercise Price: $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of Shares:

  	
   

  	
   

  	
   

  	
  Plan:

  	
  2001 Long Term Incentive Plan

  	
   

  	
   

  	
  Option Type:

  	
    [Incentive]/

  
	
   

  	
   

  	
   

  	
   

  	
  [Non-Oualifiedl]

  
															



 


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]/[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
[    ] installments of [    ] shares
each (with any odd share(s) necessary to achieve the Number of Shares specified
above vesting with the final installment), with the first installment vesting
on the [first anniversary of the] Grant Date and with each successive
installment vesting on successive anniversaries of 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.  Unless terminated earlier in
accordance with this Agreement, the Option shall terminate as and to the extent
provided in the Plan, and, in any event, the Option shall expire ten years after
the Grant Date and thereafter shall no longer be exercisable.


 


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: