Exhibit 10.5


 


RESTRICTED STOCK AGREEMENT


 


	
  Grantee:

  	
  Richard M. Haddrill

  	
   

  	
  Grant Date:

  	
  June 30, 2004

  
	
   

  	
   

  	
   

  
	
  Plan:

  	
  2001 Long-Term Incentive Plan

  	
   

  	
  Number of Units:

  	
  377,030

  
							



 


RESTRICTED
STOCK UNIT AGREEMENT (this “Agreement”) dated as of
the Grant Date specified above between Alliance Gaming Corporation, a Nevada
corporation (the “Company”), and the Grantee 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 Restricted Stock Units.  The
Company grants to the Grantee, as of the Grant Date specified above, an award
of a number of restricted stock units equal to the Number of Units specified
above (the “Restricted Stock Units”). 
Each Restricted Stock Unit represents the right 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 this Agreement.


 


3.             Vesting
of the Restricted Stock Units.  Except
as otherwise provided in the Employment Agreement, dated as of June 30, 2004,
between the Company and the Grantee, as amended (the “Employment Agreement”),
the Restricted Stock Units shall vest (i.e., become nonforfeitable) in three
equal installments (each equal to one-third of the total number of Restricted
Stock Units), with the first installment vesting on October 1, 2005, the second
installment vesting on October 1, 2006 and the third installment vesting on
October 1, 2007, in each case, so long as the Grantee remains continuously
employed by the Company as its Chief Executive Officer through each respective
vesting date.  Restricted Stock Units
that have vested and are no longer subject to forfeiture are referred herein to
as “Vested Units.”  Restricted Stock
Units that have not yet vested and thus remain subject to forfeiture are
referred herein to as “Unvested Units.”


 


4.             Settlement
of Restricted Stock Units.  Each
Vested Unit represents the Grantee’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) on the
later of (a) October 1, 2007 or (b) the first date on which such
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 is no longer subject to such limits shall be issued to the Grantee at the
time such limits become inapplicable, or (2) in the event that the Grantee’s
employment with the Company is terminated prior to October 1, 2007, on the
first date in which such 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 is no longer subject to such limits shall be issued
to the Grantee at the time such limits become inapplicable.


 


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(b)   25% of the Shares
represented by the Vested Units shall be issued to the Grantee (1) on the
later of (a) October 1, 2008 or (b) the first date on which such
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 is no longer subject to such limits shall be issued to the Grantee at the
time such limits become inapplicable, or (2) in the event that the Grantee’s
employment with the Company is terminated prior to October 1, 2008, on the
first date in which such 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 is no longer subject to such limits shall be issued
to the Grantee at the time such limits become inapplicable.


 


(c)           Notwithstanding
anything herein to the contrary, if the vesting of any Restricted Stock Units
shall be taxable to the Grantee prior to the date on which the Grantee is
otherwise entitled to receive Shares pursuant to this paragraph 3 with respect
to such Vested Units, then the Company shall promptly upon request issue to the
Grantee all of the Shares represented by such Vested Units that have become
taxable, which Shares shall be freely transferable by the Grantee subject only
to any applicable securities laws.


 


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


 


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


 


7.             Withholding
Taxes.  The Company has the
right to deduct or otherwise effect a withholding of the amount of any taxes
(including, but not limited to, any FICA, FUTA, and similar taxes) required by
federal, state, local or foreign laws 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 such withholding, to require that the Grantee pay to the
Company in cash (or, at the sole discretion of the Board or the Committee, in
the form of Shares) the amount of any taxes required to be withheld or
otherwise deducted and paid by the Company or its Subsidiary in connection with
the grant, vesting or settlement of the Restricted Stock Units.  Unless the tax withholding obligations of the
Company or any affiliate are satisfied, the Company will have no obligation to
issue a certificate for any of the Shares subject to the Restricted Stock Units
(whether vested or unvested).


 


8.             Non-transferability.  Neither the Grantee nor the
Grantee’s beneficiaries shall sell, exchange, transfer, assign, or otherwise
dispose of any Restricted Stock Units (whether vested or unvested) or any
rights or interests therein (including any Shares subject to Restricted Stock
Units (whether vested or unvested) that have not yet been delivered to the
Grantee).  The Grantee shall pledge,
encumber, or otherwise hypothecate the Restricted Stock Units (whether vested
or unvested) or any rights or interests therein (including any Shares subject
to Restricted Stock Units (whether vested or unvested) that have not yet been
delivered to the Grantee) in any way at any time.  The Restricted Stock Units (and any
undelivered Shares subject thereto) shall not be subject to execution,


 


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attachment, or similar legal
process.  Any attempted sale, pledge, or
other disposition of the Restricted Stock Units (or any undelivered Shares
subject thereto) in violation of this paragraph shall be void and of no force
or effect.


 


9.             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.


 


10.           Governing
Law.  Nevada law shall govern
this Agreement and its interpretation. 
The issuance of the Restricted Stock 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.


 


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


 


12.           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:

  	
  /s/ Mark Lerner

  	
   

  	
  /s/ Richard M. Haddrill

  	
   

  
	
   

  	
  Mark Lerner, Secretary

  	
   

  	
  Richard M. Haddrill

  	
   

  



 


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