EX-10.3



 Exhibit 10.3 
  

			
		  	NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of [                    ], between AP
GAMING HOLDCO, INC., a Delaware corporation (the “Company”), and the Optionee set forth on the signature page to this Agreement (the “Optionee”).

 WHEREAS, the Company, acting through the Company’s Board of Directors (the
“Board”) has agreed to grant to the Optionee, effective on the date hereof (the “Grant Date”), an option under the AP Gaming Holdco, Inc. 2014 Long-Term Incentive Plan (the “Plan”) (capitalized
terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Plan or the Securityholders Agreement (as defined in the Plan), as the case may be) to purchase a number of shares of Common Stock
(“Shares”) on the terms and subject to the conditions set forth in this Agreement and the Plan; 
 [WHEREAS, as of
the date hereof the Optionee is purchasing Shares from the Company pursuant to the Subscription Agreement and has entered into an adoption agreement, dated as of the date hereof, pursuant to which the Optionee became a party to the Securityholders
Agreement;]1 and 
 WHEREAS, future securities in the Company (including those
being acquired pursuant to this Agreement) owned by the Optionee shall be subject to the terms of the Securityholders Agreement. 
 NOW,
THEREFORE, in consideration of the promises and of the mutual agreements contained in this Agreement, the parties hereto hereby agree as follows: 

Section 1. The Plan. The terms and provisions of the Plan are hereby incorporated into this Agreement as if set forth herein in
their entirety. In the event of a conflict between any provision of this Agreement and the Plan, the provisions of the Plan shall control. A copy of the Plan may be obtained from the Company by the Optionee upon request. 

Section 2. Option; Option Price. Effective on the Grant Date, on the terms and subject to the conditions of the Plan and this
Agreement, the Company hereby grants to the Optionee the option (the “Option”) to purchase Shares pursuant to Tranche A options (“Tranche A Options”), Tranche B options (“Tranche B Options”) and
Tranche C Options (“Tranche C Options”) at the price per Share (the “Option Price”) and in the amounts set forth on the signature page hereto. To the extent permitted by the Board, payment of the Option Price may be
made in any manner specified by Section 5.6 of the Plan. The Option is not intended to qualify for federal income tax purposes as an “incentive stock option” within the meaning of Section 422 of the Code. 

Section 3. Term. The term of the Option shall commence on the Grant Date and expire on the tenth anniversary of the Grant Date,
unless the Option shall have sooner been terminated in accordance with the terms of the Plan or this Agreement. 
  

	1 	Include if applicable. 








 Section 4. Vesting. Subject to the Optionee’s not having a Termination of
Service prior to the applicable vesting date and except as otherwise set forth in Section 7, the Options shall become exercisable (any Options that shall have become exercisable pursuant to this Section 4, the “Vested
Options”) in accordance with the following provisions: 
 (a) Tranche A Options. Twenty percent (20%) of the Tranche A
Options shall become Vested Options on each of the first five anniversaries of the Grant Date. In the event of a Termination of Service by the Company or its Subsidiaries without Cause or as a result of the Optionee’s death or Disability (each,
a “Good Leaver Termination”), any Tranche A Options which would have vested on the next applicable vesting date shall become Vested Options, and the remaining Tranche A Options which are not Vested Options shall be forfeited. In
addition, upon a Change in Control, subject to Optionee’s continued employment through the date of the Change in Control, all outstanding unvested Tranche A Options shall immediately vest and become Vested Options. 

(b) Tranche B Options. All of the Tranche B Options shall become Vested Options upon the Optionee’s continued employment with the
Company or its Subsidiaries through the first date that the Investor achieves an Investor IRR (as determined on a quarterly compounded basis) equal to or in excess of 20%, subject to a minimum cash-on-cash return of 2.5 times the Investor
Investment (the “Tranche B Targets”). In the event of a Good Leaver Termination, each unvested Tranche B Option will remain eligible to vest subject to the satisfaction of the Tranche B Targets (without regard to the continued
service requirement) until the first anniversary of the date of Termination of Service and all unvested Tranche B Options shall be forfeited at that time. In the event of a Change in Control upon which the Tranche B Targets are achieved, all
outstanding unvested Tranche B Options will immediately vest and become Vested Options. 
 (c) Tranche C Options. All of the Tranche
C Options shall become Vested Options upon the Optionee’s continued employment with the Company or its Subsidiaries through the first date that the Investor achieves an Investor IRR (as determined on a quarterly compounded basis) equal to or in
excess of 25%, subject to a minimum cash-on-cash return of 3.0 times the Investor Investment (the “Tranche C Targets”). In the event of a Good Leaver Termination, each unvested Tranche C Option will remain eligible to vest
subject to the satisfaction of the Tranche C Targets (without regard to the continued service requirement) until the first anniversary of the date of Termination of Service and all unvested Tranche C Options shall be forfeited at that time. In the
event of a Change in Control upon which the Tranche C Targets are achieved, all outstanding unvested Tranche C Options will immediately vest and become Vested Options. 

(d) All decisions by the Board with respect to any calculations pursuant to this Section 4 (absent manifest error), including
determination of the Investor IRR and cash-on-cash return, shall be final and binding on the Optionee. 
 Section 5. Restriction on
Transfer/Securityholders Agreement. The Option may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Optionee, except (i) if permitted by the Board, (ii) by will or the laws of descent and
distribution or (iii) pursuant to beneficiary designation procedures approved by the Company. The Option 

  
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shall not be subject to execution, attachment or similar process. Shares of Common Stock acquired pursuant to the exercise of Options hereunder will be subject to the Securityholders Agreement.
Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions of this Agreement or the Securityholders Agreement shall be null and void and without effect. 

Section 6. Optionee’s Employment. Nothing in this Agreement or in the Option shall confer upon the Optionee any right to
continue in the employ of the Company or any of its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries, as the case may be, in its sole discretion, to terminate the Optionee’s employment or to increase or
decrease the Optionee’s compensation at any time. 
 Section 7. Termination. 

(a) The Option shall automatically terminate and shall become null and void, be unexercisable and be of no further force and effect upon the
earliest of: 
 (i) the tenth anniversary of the Grant Date; 

(ii) the 180th day following the Termination of Service in the case of a Termination of Service due to the Optionee’s
death or Disability; 
 (iii) the 90th day following the Termination of Service in the case of a Termination of Service due
to a termination by the Optionee or due to a termination by the Company without Cause; and 
 (iv) the date of the
Termination of Service in the case of a Termination of Service for Cause. 
 (b) Except as otherwise provided in Section 4 of this
Agreement, upon a Termination of Service for any reason, the unvested portion of the Option (i.e., that portion which does not constitute Vested Options) shall terminate on the date the Termination of Service occurs. 

Section 8. Securities Law Representations. The Optionee acknowledges that the Option and the Shares are not being registered under
the Securities Act of 1933, as amended (the “Securities Act”), based, in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or
(ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act and the rules and regulations promulgated thereunder), and, in each of clauses (i) and (ii) above, a comparable exemption from
qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on
federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: 

(a) The Optionee is an “accredited investor” within the meaning of Rule 501(a)(4), (5) or (6) of the Securities Act. 

  
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 (b) The Optionee is acquiring the Option and, if and when he exercises the Option, will acquire
the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the Shares or Option
within the meaning of the Securities Act and/or any applicable state securities laws. 
 (c) The Optionee acknowledges that he has not
acquired the Option or the Shares as a result of any general solicitation or general advertising in the United States, including any meeting whose attendees have been invited by general solicitation or general advertising. 

(d) The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option
and the restrictions imposed on any Shares purchased upon exercise of the Option. The Optionee has been furnished with, and/or has access to, such information as he considers necessary or appropriate for deciding whether to exercise the Option and
purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of his own legal counsel, tax advisors, and/or investment advisors. 

(e) The Optionee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability
as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, non-transferable and
could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. 
 (f) The
Optionee understands that the Option and the Shares are being offered in an acquisition not involving any public offering within the United States within the meaning of the Securities Act and that the Option and the Shares have not been and will not
be registered under the Securities Act, and that the Option and the Shares are “restricted securities” as defined by Rule 144(a)(3) under the Securities Act, and that, under such laws and applicable regulations, such securities may be
resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act or in an offshore acquisition meeting the requirements of Rule
903 or 904 of Regulation S under the Securities Act, each as presently in effect. The Optionee acknowledges reviewing a copy of Rule 144 promulgated under the Securities Act and Regulation S under the Securities Act, as presently in effect, and
represents that he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. 

(g) The Optionee agrees that he will comply with all applicable laws and regulations in effect in any jurisdiction in which he sells any of
the securities or otherwise transfers any interest therein. 
 (h) The Optionee has read and understands the restrictions and limitations
set forth in the Securityholders Agreement, the Plan and this Agreement. 

  
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 (i) The Optionee understands and acknowledges that, if and when he exercises the Option,
(i) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any
legends which may be required by applicable federal and state securities laws, and (ii) except as otherwise provided under the Securityholders Agreement, the Company has no obligation to register the Shares or file any registration statement
under federal or state securities laws. 
 Section 9. Designation of Beneficiary. The Optionee may appoint any individual or
legal entity in writing as his beneficiary to receive any Option (to the extent not previously terminated or forfeited) under this Agreement upon the Optionee’s death or Disability. The Optionee may revoke his designation of a beneficiary at
any time and appoint a new beneficiary in writing. To be effective, the Optionee must complete the designation of a beneficiary or revocation of a beneficiary by written notice to the Company under Section 10 of this Agreement before the
date of the Optionee’s death. In the absence of a beneficiary designation, the legal representative of the Optionee’s estate shall be deemed the beneficiary. 

Section 10. Notices. All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing
and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, or by registered or certified mail, return receipt requested and postage prepaid, addressed as
follows: 
 If to the Company, to: 

AP Gaming Holdco, Inc. 

6680 Amelia Earhart Court 

Las Vegas, NV 89119 

Facsimile: (702) 722-6705 

Attention: Vic Gallo 

with a copy (which shall not constitute notice) to: 

Apollo Management, L.P. 

9 West 57th Street 

43rd Floor 

New York, New York 10019 

Facsimile: (646) 350-1501 

Attention: David Sambur 

If to the Optionee, at the last address in the records of the Company; or, in all cases, to such other address as the party to whom notice is
to be given may have furnished to the other party in writing in accordance herewith. 
 Any such notice or other communication shall be deemed to have been
received (a) in the case of personal delivery, on the date of such delivery (or if such date is not a business day, on the next business day after the date of delivery), (b) in the case of nationally-recognized overnight courier,


  
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on the next business day after the date sent, (c) in the case of telecopy transmission, when received (or if not sent on a business day, on the next business day after the date sent), and
(d) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted. 

Section 11. Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement must be in writing and
shall not operate or be construed as a waiver of any other or subsequent breach. 
 Section 12. Optionee’s Undertaking. The
Optionee hereby agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or
restrictions imposed on the Optionee pursuant to the express provisions of this Agreement and the Plan; provided, however, that such additional actions and documents are consistent with the terms of this Agreement. 

Section 13. Modification of Rights. The rights of the Optionee are subject to modification and termination in certain events as
provided in this Agreement and the Plan (with respect to the Options granted hereby). Notwithstanding the foregoing, the Optionee’s rights under this Agreement and the Plan may not be materially impaired without the Optionee’s prior
written consent. 
 Section 14. Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE
APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE
LAW OF ANOTHER JURISDICTION WOULD ORDINARILY APPLY. 
 Section 15. Restrictive Covenants. The grant, vesting and exercise of
Options pursuant to this Agreement shall be subject to the Optionee’s continued compliance with the restrictive covenants in Section 9 of the Securityholders Agreement and the restrictive covenants set forth in any individual agreement
between the Optionee and the Company (or one of its Affiliates). 
 Section 16. Withholding. As a condition to exercising this
Option in whole or in part, the Optionee will pay, or make provisions satisfactory to the Company for payment of, any federal, state and local taxes required to be withheld in connection with such exercise. 

Section 17. Counterparts. This Agreement may be executed in one or more counterparts, and each such counterpart shall be deemed to
be an original, but all such counterparts together shall constitute but one agreement. 
 Section 18. Entire Agreement. This
Agreement and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments,
representations and agreements with respect thereto. 

  
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 Section 19. Severability. It is the desire and intent of the parties hereto that the
provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be
adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 

Section 20. Waiver of Jury Trial. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, trial by jury in any suit, action or proceeding arising hereunder. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Nonqualified Stock Option
Agreement as of the date first written above. 
  

			
	AP GAMING HOLDCO, INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	PARTICIPANT
	
	  

	[Participant]


  

			
	Number of Shares of Common Stock	  	
	subject to Tranche A Options:	  	[        ]
		
	Number of Shares of Common Stock
subject to Tranche B Options:	  	[        ]
		
	Number of Shares of Common Stock
subject to Tranche C Options:	  	[        ]
		
	Option Price for Tranche A Options,	  	
	Tranche B Options and Tranche C Options:	  	$[        ] each

 [Signature Page to [Participant] Option Agreement]