Exhibit
10.8


 


RESTRICTED
STOCK AGREEMENT


 


	
  Grantee:

  	
   Richard M. Haddrill

  	
   

  	
  Grant Date:

  	
   December 22, 2004

  
	
   

  	
   

  
	
  Plan:

  	
   2001 Long-Term Incentive Plan

  	
   

  	
  Number of Units:

  	
   156,507

  
							



 


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) on October 1, 2010,
so long as the Grantee remains continuously employed by the Company as its
Chief Executive Officer through such date; provided that the vesting of 50% of
the Restricted Stock Units will be accelerated to each of October 1, 2005
and October 1, 2006 upon the attainment, in each case, of strategic and/or
financial measures specified for the approximately nine month period ending October 1,
2005 and for the twelve month period ending October 1, 2006 to be mutually
agreed to between the Board of Directors of the Company and the Grantee.  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


 


1





















 


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.


 


(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.


 


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, 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.


 


2





















 


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

  



 


3