ex101-01072009.htm


     

    
      

      

    

     

    

      EXHIBIT
10.1

       

      


       

      


       

      


       

      The
Shuffle Master, Inc.

       

      2004
Equity Incentive Plan

       

      (As
Amended and Restated on December 31, 2008)

       


      
        
          
            


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      THE
SHUFFLE MASTER, INC.

       

      2004
EQUITY INCENTIVE Plan

       

      (as
Amended and Restated on December 31, 2008)

       

      


       

      ARTICLE
1.                                

       

      ESTABLISHMENT,
PURPOSE, AND DURATION

       

      1.1) Establishment of the
Plan.

       

      This
plan, known as "The Shuffle Master, Inc. 2004 Equity Incentive Plan" (as
Amended and Restated on December 31, 2008) was established effective as of
February 17, 2004, subject to approval by the shareholders of Shuffle
Master, Inc. for the grant of Incentive Stock Options, Nonqualified Stock
Options, Stock Appreciation Rights, Restricted Stock Units and Restricted Stock
to selected officers, employees and Contractors of the Company, and was
subsequently amended on January 18, 2007 (the First Amendment), and again on
December 31, 2008 to solely incorporate various provisions to comply with
Section 409A of the Code.

       

      1.2) Purpose of the
Plan.

       

      The
purpose of the Plan is to promote the success of the Company and its
Subsidiaries by providing incentives to the Company’s officers, employees and
Contractors by linking their personal interests to the long-term financial
success of the Company and its Subsidiaries, and to growth in shareholder
value.

       

      1.3) Duration of the
Plan.

       

      The Plan
will commence on the effective date set forth in Section 1.1, and shall remain
in effect, subject to the right of the Board of Directors to terminate the Plan
at any time, until all Shares subject to it have been purchased or acquired
according to the provisions herein.  No Awards may be granted under
the Plan after the tenth anniversary of the effective date of the
Plan.

       

      ARTICLE
2.                                

       

      DEFINITIONS
AND CONSTRUCTION

       

      2.1) Definitions.

       

      Whenever
used in the Plan, the following terms shall have the meanings set forth below
and, when the meaning is intended, the initial letter of the word is
capitalized:

       

      (a) "Award"
means, individually or collectively, a grant under this Plan of Options, Stock
Appreciation Rights, Restricted Stock Units or Restricted Stock.“Beneficial
Owner” shall have the meaning ascribed to such term in Rule 13d-3 of the
General Rules and Regulations under the Exchange Act.

       

      (b) “Board”
or “Board of Directors” means the Board of Directors of the
Company.

       

      (c) “Cause”
shall include but not be limited to:  (i) willful breach of any
agreement entered into with the Company; (ii) misappropriation of the
Company’s property, fraud, embezzlement, breach of fiduciary duty, other acts of
dishonesty against the Company; or (iii) conviction of any felony or crime
involving moral turpitude.

       

      (d) “Change
in Control” shall mean:

       

      
        	
                (1)  

              	
                That
      any Person (other than the Company) has made a tender offer to acquire
      such number of shares of the Company’s Stock as shall constitute twenty
      percent (20%) or more of the Company’s outstanding
  Stock;

              


      

       

      
        	
                (2)  

              	
                That
      the Company has issued or the Company’s officers and directors have
      transferred (and/or assigned their voting rights related to) shares of
      Stock (or other securities convertible into or exchangeable for Stock)
      representing at least twenty percent (20%) of the outstanding Stock of the
      Company (including a series of similar transactions effected within six
      (6) months which, in the aggregate, result in the issuance and/or transfer
      of (and/or assignment of voting rights related to) at least twenty percent
      (20%) of the Company’s outstanding Stock) (the percentages set forth in
      this subsection to be computed after completion of the subject
      transactions and as though Shares “beneficially owned,” as defined in Rule
      13d-3 under the Exchange Act, were, in fact,
  owned);

              


      

       

      
        	
                (3)  

              	
                That
      a proxy statement, whether issued by the Company or another shareholder,
      proposes a vote at a shareholder meeting related to any merger of the
      Company, any sale of substantially all of the Company’s assets or any
      reorganization of the Company involving a change in beneficial ownership
      of the Company;

              


      

       

      
        	
                (4)  

              	
                That
      the individuals who constitute the Board of Directors on the effective
      date of the Plan cease for any reason to constitute at least a majority of
      the Board, provided that any person becoming a director subsequent to the
      effective date of the Plan whose election, or nomination for election by
      the Company’s shareholders, was approved by a vote of at least a majority
      of the directors comprising the Board on the effective date of the Plan
      will, for purpose of this subsection, be considered as though such persons
      were a member of the Board of Directors on the effective date of the
      Plan;

              


      

       

      
        	
                (5)  

              	
                A
      change in control of the Company of a nature that would be required to be
      reported pursuant to Section 13 or 15(d) of the Exchange Act, whether or
      not the Company is then subject to such reporting requirements, including,
      without limitation, such time as any Person becomes, after the effective
      date of the Plan, the “beneficial owner” (as defined in Rule
      13d-3under
      the Exchange Act), directly or indirectly, of forty percent (40%) or more
      of the combined voting power of the Company’s outstanding securities
      ordinarily having the right to vote at elections of directors;
      or

              


      

       

      
        	
                (6)  

              	
                Any
      other event which the Committee determines is of similar effect, such
      determination to be made by the Committee on an event-by-event
      basis.

              


      

       

      


       

      
        	
                 
      

              	
                provided,
      however, to the extent required for purposes of compliance with Section
      409A, Change of Control of the Company shall not be deemed to occur unless
      the event(s) that causes such Change in Control also constitutes a “change
      in control event” (as such term is defined in Code Section 409A and the
      regulations issued thereunder), with respect to the
    Company.

              


      

       

      (e) “Code”
means the Internal Revenue Code of 1986, as amended from time to
time.

       

      (f) “Committee”
means a committee consisting solely of not less than three members of the Board
of Directors of the Company, each of whom is a director who satisfies each of
the following requirements:

       

      
        	
                (1)  

              	
                The
      director qualifies as a “non-employee director” within the meaning of, and
      to the extent required to comply with, Rule 16b-3 of the Exchange Act
      or any successor provision promulgated under the Exchange
    Act;

              


      

       

      
        	
                (2)  

              	
                The
      director qualifies as an “outside director” within the meaning of, and to
      the extent required to comply with, Code Section 162(m);
      and

              


      

       

      
        	
                (3)  

              	
                The
      director qualified as an “independent director” as defined in Rule
      4200(a)(14) of the Rules of The National Association of Securities
      Dealers, Inc., as amended from time to
time.

              


      

       

      The term
“Committee” shall refer to the Board of Directors of the Company during such
times as no committee is appointed by the Board of Directors and during such
times as the Board of Directors is acting in lieu of the Committee.

       

      (g) “Company”
means Shuffle Master, Inc., a Minnesota corporation, or any successor thereto as
provided in Article 14.

       

      (h) “Contractor”
means an individual who is an agent of the Company or a Subsidiary or is
retained to provide consulting or other services to the Company or a Subsidiary,
and who is not an employee of the Company or any Subsidiary.  Unless
otherwise specified by an agreement in writing, a Contractor’s status as a
Contractor shall for purposes of the Plan be deemed to have terminated at such
time as the Committee shall determine.  A non-employee director of the
Company shall not be considered a Contractor for purposes of the
Plan.

       

      (i) “Disability”
means a physical or mental impairment which prevents a Participant from
performing his regularly-scheduled duties as an officer, employee or
Contractor,and which
is expected to be of long duration or result in death.  All
determinations as to a Participant’s disability status shall be made by the
Committee in its discretion and on the basis of such evidence as it shall deem
appropriate; provided, however that if a Participant qualifies as disabled
within the definition of Code Section 22(e)(3) or qualifies for disability
income benefits under a long-term disability benefit plan or insurance policy
maintained by the Company or a long-term disability insurance policy maintained
by the Participant individually, such qualification shall be conclusive evidence
of the Participant’s disability for purposes of this Plan; further provided,
however, to the extent required for purposes of compliance with Section 409A, a
disability shall not be deemed to occur unless the disability constitutes a
“Disabilty” within the meaning of Code Section 409A(C).

       

      (j) “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to
time.

       

      (k) “Fair
Market Value” means the price per Share of the common Stock of the Company
determined as follows:  (i) if the security is listed for trading on
one or more national securities exchanges or is quoted on the Nasdaq National
Market System (“Nasdaq NMS”), the reported last sales price on such principal
exchange or system on the date in question (if such security shall not have been
traded on such principal exchange or on the Nasdaq NMS on such date, the
reported last sales price on such principal exchange or on Nasdaq NMS on the
first day prior thereto on which such security was so traded);
or  (ii) if the security is not listed for trading on a national
securities exchange and is not quoted on Nasdaq NMS but is quoted on the Nasdaq
Small Cap System or is otherwise traded in the over-the-counter market, the mean
of the highest and lowest bid prices for such security on the date in question
(if there are no such bid prices for such security on such date, the mean of the
highest and lowest bid prices on the most recent day prior thereto (not to
exceed ten (10) days prior to the date in question) on which such prices
existed); or (iii) if neither (i) nor (ii) is applicable, by any means deemed
fair and reasonable by the Committee, which determination shall be final and
binding on all parties.  Fair Market Value relating to the exercise
price or base price of any Non-409A Option or SAR shall conform to requirements
under Code Section 409A.

       

      (l) “Family
Member” includes any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the employee’s household
(other than a tenant or employee), a trust in which these persons have more than
fifty percent of the beneficial interest, a foundation in which these persons
(or the employee) control the management of assets, and any other entity in
which these persons (or the employee) own more than fifty percent of the voting
interests.

       

      (m) “409A
Awards” means Awards that constitute a deferral of compensation under Code
Section 409A and regulations thereunder.  “Non-409A Awards” mean
Awards other than 409A Awards.  For purposes of this Plan, all Awards
other than Restricted Stock Units are intended to be Non-409A
Awards.

       


      
        
          
            


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      (n) “Incentive
Stock Option” means any stock option granted pursuant to this Plan as an
“incentive stock option” within the meaning of Section 422 of the
Code.

       

      (o) “Nonqualified
Stock Option” means any stock option granted pursuant to this Plan other than as
an Incentive Stock Option.

       

      (p) “Option”
means an Incentive Stock Option or a Nonqualified Stock Option.

       

      (q) “Participant”
means an officer, employee or Contractor who has been granted an Award under the
Plan.

       

      (r) “Period
of Restriction” means the period during which the transfer or sale of Shares of
Restricted Stock by the Participant is restricted.

       

      (s) “Person”
shall have the meaning ascribed to such term in Section 3(a)(9) of the
Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group”
as defined in Section 13(d) thereof.

       

      (t) “Plan”
means this Shuffle Master, Inc. 2004 Equity Incentive Plan, as
amended.

       

      (u) “Restricted
Stock” means an Award of Stock granted to a Participant pursuant to Article
8.

       

      (v) “Restricted
Stock Unit” or “RSU” means an Award designated as a Restricted Stock Unit,
granted to a Participant pursuant to Article 8A.

       

      (w) “Securities
Act” means the Securities Act of 1933, as amended from time to
time.

       

      (x) “Subsidiary”
means any company in an unbroken chain of companies beginning with the Company,
if, at the time of granting the Award, each of the companies other than the last
company in the chain owns stock possessing more than fifty percent (50%) of the
total combined voting power of all classes of stock in one of the other
companies in such chain.  The term shall include any Subsidiaries
which become such after adoption of this Plan.

       

      (y) “Stock”
or “Shares” means the common stock of the Company.

       

      (z) “Stock
Appreciation Right” or “SAR” means an Award designated as a Stock Appreciation
Right, granted to a Participant pursuant to Article 7.

       

      (aa) “Voting
Stock” shall mean securities of any class or classes of stock of a corporation,
the holders of which are ordinarily, in the absence of contingencies, entitled
to elect a majority of the corporate directors.

       

      2.2) Gender and
Number.

       


      
        
          
            


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      2.3) Except
where otherwise indicated by the context, any masculine term used herein also
shall include the feminine, the plural shall include the singular, and the
singular shall include the plural.

       

      2.4) Severability.

       

      In the
event any provision of the Plan shall be held illegal or invalid for any reason,
the illegality or invalidity shall not affect the remaining parts of the Plan,
and the Plan shall be construed and enforced as if the illegal or invalid
provision had not been included.

       

      ARTICLE
3.                                

       

      ADMINISTRATION

       

      3.1) The
Committee.

       

      The Plan
shall be administered by the Committee, the members of which shall be appointed
from time to time by, and shall serve at the discretion of, the Board of
Directors.

       

      3.2) Authority of the
Committee.

       

      Subject
to the provisions of the Plan, the Committee shall have full power to construe
and interpret the Plan; to establish, amend or waive rules for its
administration; to accelerate the vesting of any Option or SAR, or the
termination of any Period of Restriction under any Award agreement, or other
instrument relating to an Award under the Plan; and (subject to the provisions
of Article 12) to amend the terms and conditions of any outstanding Option,
SAR, RSU or Restricted Stock Award to the extent such terms and conditions are
within the discretion of the Committee as provided in the Plan, provided,
however, that any such modification would not result in penalties imposed by
Code Section 409A and that such actions may only be taken to the extent
permitted by Code Section 409A.  Except as required by
Section 4.3 and as provided in Article 12, in no event shall the Committee
have the right to (i) cancel outstanding Options or SARs for the purpose of
replacing or regranting such Options or SARs with an exercise price that is less
than the original exercise price of the Option or SAR or (ii) change the
exercise price of an Option or SAR to an exercise price that is less than the
original exercise price without first obtaining the approval of shareholders of
the Company.  Notwithstanding the foregoing, as provided in Section
12.2, no action of the Committee (other than pursuant to Section 4.3) may,
without the consent of the person or persons holding Restricted Stock or any
outstanding Option or Stock Appreciation Right, adversely affect the rights of
such person or persons.

      


      3.3) Selection of
Participants.  

       

      Subject
to the provisions of Section 5.2, the Committee shall have the authority to
grant Awards under the Plan, from time to time, to such current officers,
employees and Contractors as it may select; provided, however, that Incentive
Stock Options may only be granted to employees.  Without amending the
Plan, the Committee may grant Awards to eligible employees who are foreign
nationals on such terms and conditions different from those specified in this
Plan as may, in the judgment of the Committee, be necessary or desirable to
foster and promote achievement of the purposes of the Plan, and, in furtherance
of such purposes, the Committee

       

      may make
such modification, amendments, procedures, subplans, and the like as may be
necessary or advisable to comply with provisions of laws in other countries in
which the Company operates or has employees.

       

      3.4) Decisions
Binding.

       

      All
determinations and decisions made by the Committee pursuant to the provisions of
the Plan and all related orders or resolutions of the Board of Directors shall
be final, conclusive and binding on all persons, including the Company and its
Subsidiaries, its stockholders, employees, and Participants and their estates
and beneficiaries, and such determinations and decisions shall not be
reviewable.

       

      3.5) Procedures of the
Committee.

       

      All
determinations of the Committee shall be made by not less than a majority of its
members present at the meeting (in person or otherwise) at which a quorum is
present.  A majority of the entire Committee shall constitute a quorum
for the transaction of business.  Any action required or permitted to
be taken at a meeting of the Committee may be taken without a meeting if a
unanimous written consent, which sets forth the action, is signed by each member
of the Committee and filed with the minutes for proceedings of the
Committee.  Service on the Committee shall constitute service as a
director of the Company so that members of the Committee shall be entitled to
indemnification, limitation of liability and reimbursement of expenses with
respect to their services as members of the Committee to the same extent that
they are entitled under the Company’s Articles of Incorporation and Minnesota
law for their services as directors of the Company.

       

      3.6) Award
Agreements.

       

      Awards
under the Plan shall be evidenced by an Award agreement, which shall be signed
by an officer of the Company and by the Participant, and shall contain such
terms and conditions as are approved by the Committee.  Such terms and
conditions need not be the same in all cases.

       

      3.7) Conditions on
Awards.

       

      (a) Notwithstanding
any other provision of the Plan, the Board or the Committee may impose such
conditions on any Award (including, without limitation, impositions on the time
of exercise of Options and SARs to specified periods) as it deems
appropriate.

       

      3.8) Saturdays, Sundays and
Holidays.

       

      When a
date referenced in an Award agreement falls on a Saturday, Sunday or other day
when the Company’s general office is closed, the date referenced will revert
back to the day prior to such date.

       


      
        
          
            


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      STOCK
SUBJECT TO THE PLAN

       

      3.9) Number of
Shares.

       

      Subject
to adjustment as provided in Section 4.3, the aggregate number of Shares
that may be delivered under the Plan shall not exceed One Million Two Hundred
Thousand (1,200,000) Shares, of which no more than Eight Hundred Forty Thousand
(840,000) Shares may be granted as Restricted Stock pursuant to Article
8.  For purposes of determining at any time the number of shares that
may be delivered pursuant to this Section 4.1, the exercise of a Stock
Appreciation Right, whether paid in cash or Stock, shall be treated as a
delivery of, and a reduction to remaining available shares by, that number of
Shares which corresponds to the number of Shares with respect to which the Stock
Appreciation Right is exercised.

       

      3.10) Lapsed
Awards.

       

       If
any Award granted under this Plan terminates, expires, or lapses for any reason,
any Stock subject to such Award again shall be available for the grant of an
Award under the Plan, subject to Section 7.1.

       

      3.11) Adjustments in Authorized
Shares.

       

      (a) In the
event that the outstanding Shares of the Company are changed into or exchanged
for a different number or kind of shares or other securities of the Company or
of another company by reason of any reorganization, merger, consolidation,
recapitalization, reclassification, stock split, reverse stock split,
combination of shares or dividends payable in capital stock, an appropriate
adjustment shall be made in the number and kind of Shares as to which Awards may
be granted under the Plan and as to which outstanding Options and SARs or
portions thereof then unexercised shall be exercisable, to the end that the
proportionate interest of the Participant shall be maintained as before the
occurrence of such event; such adjustment in outstanding Options and SARs shall
be made without change in the total price applicable to the unexercised portion
of such Awards and with a corresponding adjustment in the exercise price per
Share.  No such adjustment shall be made hereunder which shall, within
the meaning of any applicable sections of the Code, constitute a modification,
extension or renewal of an Award or a grant of additional benefits to a
participant.

       

      (b) If the
Company is a party to a merger, consolidation, reorganization, or similar
corporate transaction and if, as a result of that transaction, its Shares are
exchanged for:  (i) other securities of the Company and/or (ii)
securities of another company which has assumed the outstanding Awards under the
Plan or has substituted for such Awards its own awards, then each Participant
shall be entitled (subject to the conditions stated herein or in such
substituted awards, if any), in respect of that Participant’s Awards, to rights
with respect to such other securities of the Company or of such other company as
are sufficient in the determination of the Committee to ensure that the value of
the Participant’s Awards immediately before the corporate transaction is
equivalent to the value of such Awards immediately after the transaction, taking
into account the exerciseprice of
Options and SARs before such transaction, the Fair Market Value of Shares
immediately before such transaction and the Fair Market Value immediately after
the transaction of the securities then subject to that Award (or to the award
substituted for that Award, if any).  The Committee shall make the
determinations specified in this subsection (b) in the event of any transaction
described in this subsection (b), and its determination shall be binding on all
Participants.

       

      (c) Upon the
happening of any such corporate transaction, the class and aggregate number of
Shares subject to the Plan which have been heretofore or may be hereafter
granted under the Plan shall be appropriately adjusted to reflect the events
specified in this Section 4.3.

       

      ARTICLE
4.                                

       

      ELIGIBILITY
AND PARTICIPATION

       

      4.1) Eligibility.

       

      Awards
may be granted only to a person who on the date of grant is an officer, employee
or Contractor of the Company or a Subsidiary of the Company.  All
officers, employees and Contractors of the Company or a Subsidiary are eligible
to receive Awards under the Plan; provided, however, that only employees shall
be eligible for a grant of Incentive Stock Options.  No officer,
employee or Contractor shall have any right to be granted an Award under this
Plan even if previously granted an Award.

       

      Without
amending the Plan, the Committee may grant Awards to eligible employees who are
foreign nationals on such terms and conditions different from those specified in
this Plan as may, in the judgment of the Committee, be necessary or desirable to
foster and promote achievement of the purposes of the Plan, and in furtherance
of such purposes, the Committee may make such modification, amendments,
procedures, subplans, and the like as may be necessary or advisable to comply
with provisions of laws in other countries in which the Company operates or has
employees.

       

      4.2) Actual
Participation.

       

      Awards
shall be granted as follows:

       

      (a) The
Committee may grant such type(s) of Awards to such officers, employees and
Contractors of the Company or a Subsidiary at such times as the Committee shall
determine; provided, however, that Incentive Stock Options shall be granted only
to employees.  Awards granted under this subsection shall contain such
terms and conditions may be as determined by the Committee at the time of
grant.

       

      (b) The
maximum number of Shares with respect to which Awards may be granted to any
Participant for any fiscal year of the Company is Two Hundred Fifty Thousand
(250,000) Shares.  For purposes of these maximum limits, the grant of
a Stock Appreciation Right shall be treated as the grant of an Option for that
number of Shares

       


      
        
          
            


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      (c) which
corresponds to the number of Shares with respect to which the Stock Appreciation
Right is or may become exercisable.  

       

      ARTICLE
5.                                

       

      STOCK
OPTIONS

       

      5.1) Grant of
Options.

       

      Subject
to the terms and provisions of the Plan, Options may be granted to Participants
at any time and from time to time as shall be determined by the
Committee.  The Committee shall have the sole discretion, subject to
the requirements of the Plan, to determine the actual number of Shares subject
to Options granted to any Participant, and to determine whether an Option shall
be granted as an Incentive Stock Option or a Nonqualified Stock
Option.  The Committee may specify the period of time over which
vesting shall occur, and may in its discretion further provide for the
acceleration of vesting upon the attainment of such goals as the Committee may
determine in its discretion.  The previous provisions of this Section
6.1 notwithstanding, the aggregate Fair Market Value (determined at the time the
Option is granted) of the Stock with respect to which an Incentive Stock Option
under this Plan or any other plan of the Company or its Subsidiaries is
exercisable for the first time by a Participant during any calendar year shall
not exceed $100,000.

       

      To the
extent that the aggregate Fair Market Value (determined as of the date an
Incentive Stock Option is granted) of the Shares with respect to which the
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year (under the Plan and any other incentive stock option
plans of the Company or any Subsidiary) exceeds $100,000 (or such other amount
as may be prescribed by the Code from time to time), such excess Options will be
treated as Nonqualified Stock Options.  The determination will be made
by taking Incentive Stock Options into account in the order in which they were
granted.  If such excess only applies to a portion of an Incentive
Stock Option, the Committee, in its discretion, will designate which Shares will
be treated as Shares to be acquired upon exercise of an Incentive Stock
Option.

       

      5.2) Option
Agreement.

       

      Each
Option grant shall be evidenced by an Option agreement that shall specify the
Participant, the Option exercise price, the duration of the Option, the number
of Shares to which the Option pertains, and such other provisions, including
vesting, as the Committee shall determine.  If not specified by the
Committee at the time an Option is granted, such Option shall vest at the rate
of 25% on each of the first four anniversaries of the date of
grant.

       

      5.3) Option Exercise
Price.

       

      The
Option exercise price per share of Stock covered by the Option shall be
determined by the Committee, but may not be less than the Fair Market Value of
the Stock on the date the Option is granted; provided, however, that the
exercise price of any Incentive Stock Option granted to an employee who, on the
date of execution of the Option agreement owns more than ten percent (10%) of
the total combined voting power of all series of Stock then outstanding, shall
be at least

       

      one
hundred ten percent (110%) of the Fair Market Value of a Share on the date of
execution of the Option agreement.

       

      5.4) Duration of
Options.

       

      No Option
may be exercised after ten (10) years from the date on which the Option was
granted.  If an earlier expiration date is not specified by the
Committee at the time of grant, each Option shall expire at the close of
business on the tenth (10th) anniversary of the date of grant.  The
previous provisions of this Section 6.4 notwithstanding, each Incentive
Stock Option shall expire no later than at the close of business on the date
preceding the tenth (10th) anniversary of the date of grant, and each Incentive
Stock Option granted to an employee who, on the date of execution of the Option
Agreement owns more than ten percent (10%) of the total combined voting power of
all series of Stock then outstanding, shall expire no later than the close of
business on the date preceding the fifth (5th) anniversary of the date of
grant.

       

      5.5) Exercise of
Options.

       

      Options
granted under the Plan shall be exercisable at such times and be subject to such
restrictions and conditions as the Committee shall in each instance approve,
which need not be the same for all Participants.  All Options within a
single grant need not be exercised at one time.

       

      5.6) Manner of Exercise of
Options.

       

      An Option
may be exercised in whole or in part, at such time or times, and with such
rights with respect to such Shares of Stock, as provided in the applicable
Option agreement.  An Option shall be exercisable only
by:  (i) written notice to the Company of intent to exercise the
Option with respect to a specified number of Shares of Stock;
(ii) tendering to the Company the original Option agreement (or a
replacement Option agreement satisfactory to the Committee); and
(iii) payment to the Company of the exercise price for the number of Shares
of Stock with respect to which the Option is then exercised.  Except
as set forth in the next sentence, payment of the exercise price may be made in
any of the following manners:

       

      (a) cash,
including certified check, bank draft or postal or express money
order;

       

      (b) personal
check (provided that if payment of the exercise price is made by personal check
and such personal check is not timely paid by the drawer’s bank, such payment
shall be deemed not to have been made and any Shares issued upon such exercise
shall be deemed void and never issued);

       

      (c) by
surrender for cancellation of Shares of Stock which:

       

      
        	
                (1)  

              	
                were
      acquired by the Participant (or person exercising the Option) other than
      by exercise of an Option;

              


      

       

      
        	
                (2)  

              	
                were
      acquired by the Participant (or person exercising the Option) upon
      exercise of an Option where the Option Shares being surrendered have been
      held by the Participant (or person exercising the Option) for at least six
      months after such exercise; orwere
      acquired by the Participant (or person exercising the Option) upon
      exercise of an Option where the Option Shares being surrendered have been
      held by the Participant (or person exercising the Option) for six months
      or less after such exercise but only if the Participant (or person
      exercising the Option) has obtained prior approval of the specific
      surrender (such approval to specify at least the date of grant of the
      Option being exercised, the dates of grant and exercise of the Option
      pursuant to which Shares to be surrendered were acquired, and the number
      of Option Shares to be surrendered) by the
  Committee;

              


      

       

      and which
have a Fair Market Value equal to the exercise price of the Options being
exercised (if the Shares surrendered have a Fair Market Value in excess of the
exercise price of the Options being exercised, the Company shall promptly pay to
the Participant or person exercising the Option an amount equal to the excess of
such Fair Market Value over the exercise price, not to exceed the Fair Market
Value of one Share); or

       

      (d) by any
other method of payment which the Committee shall approve before, at, or after
the date of grant of such Options.

       

      An Option
shall be deemed to have been exercised immediately prior to the close of
business on the date the Company is in receipt of the original Option agreement,
written notice of intent to exercise the Option, and payment for the number of
Shares being acquired upon exercise of the Option.  The Participant
shall be treated for all purposes as the holder of record of the Option Stock as
of the close of business on such date, except where Shares are held for unpaid
withholding taxes.  As promptly as practicable on or after such date,
the Company shall issue and deliver to the Participant a certificate or
certificates for the Option Stock issuable upon such exercise; provided,
however, that such delivery shall be deemed effected for all purposes when the
Company, or the stock transfer agent for the Company, shall have deposited such
certificates in the United States mail, postage prepaid, addressed to the
Participant at the address specified in the written notice of
exercise.

       

      Notwithstanding
the foregoing listing of permissible manners of payment of exercise price, the
Committee shall have the right from time to time to cancel, limit or suspend as
to any one, some, or all Option(s) and as to any one, some, or all Participants,
the right to make payment under any one or more manners of payment (other than
the payment by cash, certified check, bank draft or postal or express money
order), including other methods of payment previously approved by the Committee
under the authority granted in subsection (d) of this Section 6.6.

       

      There
shall be no exercise at any one time for fewer than one hundred (100) Shares (or
such lesser number of Shares as the Committee may from time to time determine in
its discretion) or all of the remaining Shares then purchasable by the
Participant or person exercising the Option.

       

      When
Shares of Stock are issued pursuant to the exercise of an Option, the fact of
such issuance shall be noted on the Option agreement by the Company before the
Option agreement is returned.  When all Shares of Stock covered by the
Option agreement have been issued, or the Option shall expire, the Option
agreement shall be canceled and retained by the Company.

       

      Restrictions
on Stock Transferability.

       

      The
Committee shall impose such restrictions on any Shares acquired pursuant to the
exercise of an Option under the Plan as it may deem advisable, including,
without limitation, restrictions under applicable Federal securities law, under
the requirements of any stock exchange upon which such Shares are then listed
and under any blue sky or state securities laws applicable to such
Shares.

       

      5.7) Termination Due to Death or
Disability.

       

      If a
Participant ceases to be an officer, employee or Contractor by reason of death,
any of such Participant’s outstanding Options which were not vested and
exercisable on his date of death shall immediately become 100% vested, and all
of the Participant’s outstanding Options shall be exercisable at any time prior
to the expiration date of the Options, but only within twelve (12) months
following the date of death, whichever period is shorter.  Options may
be exercised by such person or persons as shall have acquired the Participant’s
rights under the Option pursuant to Article 10 or, in the absence of an
effective beneficiary designation, by will or by the laws of descent and
distribution.

       

      If a
Participant ceases to be an officer, employee or Contractor by reason of
Disability, any of such Participant’s outstanding Options which were not vested
and exercisable on the date the Committee determines that the Participant has
incurred a Disability shall immediately become 100% vested, and all of the
Participant’s outstanding Options shall be exercisable at any time prior to the
expiration date of the Options, but only within twelve (12) months following the
date of Disability as determined by the Committee, whichever period is
shorter.

       

      Notwithstanding
the foregoing, the Committee may, for any Participant, in its sole discretion,
lengthen the exercise period of any Nonqualified Option for a period which does
not exceed the Option’s expiration date, if it deems this is in the best
interest of the Company.

       

      5.8) Termination for Other
Reasons.

       

      If a
Participant ceases to be an officer, employee or Contractor for any reason other
than death, Disability or for Cause:

       

      (a) Any of
such Participant’s outstanding Nonqualified Options which were then vested and
exercisable shall be exercisable at any time prior to the expiration date of
such Options, but only within twelve (12) months following the date of his
termination as an officer, employee or Contractor, whichever period is shorter,
and

       

      (b) Any of
such Participant’s outstanding Incentive Stock Options which were then vested
and exercisable shall be exercisable at any time prior to the expiration date of
such Options, but only within three (3) months following the date of his
termination as an officer, employee or Contractor, whichever period is shorter;
provided, however, that in the event of the Participant’s death during the three
(3) month period following the date of his termination as an officer, employee
or Contractor, and prior to the expiration date of such Options, any such
Options then vested and unexercised may be exercised within twelve (12) months
following the date of termination by the person or persons who shallhave
acquired the Participant’s rights thereunder pursuant to Article 10 or, in the
absence of an effective beneficiary designation, by will or the laws of descent
and distribution.

       

      Any
Options not then vested and exercisable shall be forfeited back to the
Company.

       

      If the
Participant’s position as an officer, employee or Contractor terminates for
Cause, all of the Participant’s outstanding Options, whether or not then vested,
shall be immediately forfeited back to the Company.

       

      5.9) Nontransferability/Permitted
Transfers of Options.

       

      (a) Except as
permitted by subsections (b) and (c) below, each Option granted hereunder shall,
by its terms, not be transferable by the Participant and shall be, during the
Participant’s lifetime, exercisable only by the Participant or Participant’s
guardian or legal representative.  Except as permitted by subsections
(b) and (c) below, each Option granted under the Plan and the rights and
privileges thereby conferred shall not be transferred, assigned or pledged in
any way (whether by operation of law or otherwise), and shall not be subject to
execution, attachment or similar process.  Upon any attempt to so
transfer, assign, pledge, or otherwise dispose of the Option, or of any right or
privilege conferred thereby, contrary to the provisions of the Option or the
Plan, or upon levy of any attachment or similar process upon such rights and
privileges, the Option, and such rights and privileges, shall immediately become
null and void.

       

      (b) Each
Incentive Stock Option granted hereunder shall, by its terms, be transferable
only by will or pursuant to the laws of descent and distribution, and shall be,
during the Participant’s lifetime, exercisable only by the Participant or his
guardian or legal representative.

       

      
        	
                (c)  

              	
                Each
      Nonqualified Stock Option granted hereunder shall, by its terms, be
      transferable:

              


      

       

      
        	
                (1)  

              	
                by
      the Participant to a Participant’s Family Member (or to a trust in which
      the Participant’s Family Member or Family Members have more than fifty
      percent (50%) of the beneficial interest) by a bona fide gift or pursuant
      to a domestic relations order in settlement of marital property
      rights;

              


      

       

      
        	
                (2)  

              	
                by
      will or pursuant to the laws of descent and distribution;
    or

              


      

       

      
        	
                (3)  

              	
                as
      otherwise permitted pursuant to the rules or regulations adopted by the
      Securities and Exchange Commission (“SEC”) under the Securities Act or the
      interpretations of such rules and regulations as announced by the SEC from
      time to time.

              


      

       

      Any
permitted transfer shall be effective only when accepted by the Company subject
to the Company receiving documentation reasonably satisfactory to it of such
gift, transfer pursuant to domestic relations order, or transfer pursuant to
will or pursuant to the laws descent and distribution.  Upon
effectiveness of any permitted transfer, the rights under

       

      any
Option shall be exercisable only by the permitted transferee or such
transferee’s guardian or legal representative.  Except as permitted by
this subsection, each Option granted under the Plan and the rights and
privileges thereby conferred shall not be further transferred, assigned or
pledged in any way (whether by operation of law or otherwise), and shall not be
subject to execution, attachment or similar process.  Upon any attempt
to so further transfer, further assign, pledge, or otherwise further dispose of
the Option, or of any right or privilege conferred thereby, contrary to the
provisions of the Option or the Plan, or upon levy of any attachment or similar
process upon such rights and privileges, the Option, and such rights and
privileges, shall immediately become null and void.  No permitted
transfer shall cause any change in the terms of any Option except the identity
of the person(s) entitled to exercise such Option and to receive the common
Stock issuable upon exercise of the Option.  Without limiting the
generality of the foregoing, any Option shall be subject to termination upon the
termination as an officer, employee or Contractor, death or Disability of the
Participant to whom the Option was originally granted by the Company without
reference to the employment, death or Disability of any permitted
transferee.  In the event of any transfer of an Option, the
obligations of the Company owed to the Participant shall be owed to the
transferee and references in this Plan or in any Option Agreement to the
Participant shall, unless the context otherwise requires, refer to the
transferee.

       

      ARTICLE
6.                                

       

      STOCK
APPRECIATION RIGHTS

       

      6.1) Grant of Stock Appreciation
Rights.

       

      Subject
to the terms and provisions of the Plan, Stock Appreciation Rights may be
granted to Participants, at the discretion of the Committee, exercisable in any
of the following forms as designated by the Committee at the time of
grant:

       

      (a) in lieu
of Options;

       

      (b) in
addition to Options;

       

      (c) independent
of Options; or

       

      (d) in any
combination of (a), (b), or (c).

       

      The
Committee shall have the sole discretion, subject to the requirements of the
Plan, to determine the actual number of Shares subject to SARs granted to any
Participant.  The Committee may specify the period of time over which
vesting shall occur, and may in its discretion further provide for the
acceleration of vesting upon the attainment of such goals as the Committee may
determine in its discretion.  The exercise price of a SAR shall not,
however, be less than the Fair Market Value of a share of Stock on the date of
grant.

       

      6.2) Stock Appreciation Rights
Agreement.  Each grant of a SAR, and the terms and conditions
governing the exercise of the SAR, shall be evidenced by a SAR
agreement.  If not

       


      
        
          
            


            .

            


          

           


        

        
          6

          
            

          

        

        
           


        

      


      6.3) specified
by the Committee at the time a SAR is granted, such SAR shall vest at the rate
of 25% on each of the first four anniversaries of the date of
grant.

       

      Option
Stock with respect to which a SAR shall have been exercised may not be subject
again to an Award under the Plan.

       

      6.4) Exercise
of Stock Appreciation Rights. SARs granted in lieu of Options may be exercised
for all or part of the Shares subject to the related Option upon the surrender
of the related Options representing the right to purchase an equivalent number
of Shares.  The SAR may be exercised only with respect to the Shares
for which its related Option is then exercisable.

       

      (a) SARs
granted in addition to Options shall be deemed to be exercised upon the exercise
of the related Options.  

       

      (b) Subject
to Section 7.1, SARs granted independently of Options may be exercised upon
whatever terms and conditions the Committee, in its sole discretion, imposes
upon the SARs, including, but not limited to, a corresponding proportional
reduction in previously granted Options.

       

      6.5) Payment of Stock
Appreciation Right Amount.

       

      Upon
exercise of the SAR, the holder shall be entitled to receive payment of an
amount determined by multiplying:

       

      (a) The
difference between:  (i)  the Fair Market Value of a Share
on the date of exercise and (ii) the exercise price established by the Committee
on the date of grant; by

       

      (b) The
number of Shares with respect to which the SAR is exercised.

       

      6.6) Form and Timing of
Payment.

       

      Payment
to a Participant, upon SAR exercise, will be made in cash or stock, at the
discretion of the Committee, as soon as administratively possible after
exercise.

       

      6.7) Term of Stock Appreciation
Rights.

       

      The term
of a SAR granted under the Plan shall be determined by the Committee, but shall
not exceed ten (10) years.  If not specified by the Committee at the
time of grant, each SAR shall expire at the close of business on the date
preceding the tenth (10th) anniversary of the date of grant.

       

      6.8) Termination Due to Death or
Disability.

       

      If a
Participant ceases to be an officer, employee or Contractor by reason of death,
any of such Participant’s outstanding SARs which were not vested and exercisable
on his date of death shall immediately become 100% vested, and all of the
Participant’s outstanding SARs shall be exercisable at any time prior to the
expiration date of the SARs, but only within twelve (12) months following the
date of death, whichever period is shorter.  SARs may be exercised by
such

       

      person or
persons as shall have acquired the Participant’s rights under the SAR pursuant
to Article 10 or, in the absence of an effective beneficiary designation, by
will or by the laws of descent and distribution.

       

      If a
Participant ceases to be an officer, employee or Contractor by reason of
Disability, any of such Participant’s outstanding SARs which were not vested and
exercisable on the date the Committee determines that the Participant has
incurred a Disability shall immediately become 100% vested, and all of the
Participant’s outstanding SARs shall be exercisable at any time prior to the
expiration date of the SARs, but only within twelve (12) months following the
date of Disability as determined by the Committee, whichever period is
shorter.

       

      Notwithstanding
the foregoing, the Committee may, for any Participant, in its sole discretion,
lengthen the exercise period of any SAR for a period which does not exceed the
SAR’s expiration date, if it deems this is in the best interest of the
Company.

       

      6.9) Termination for Other
Reasons.  If  Participant ceases to be an officer,
employee or Contractor for any reason other than death, Disability or for Cause,
any of such Participant’s outstanding SARs which were then vested and
exercisable shall be exercisable at any time prior to the expiration date of
such SARs, but only within twelve (12) months following the date of his
termination as an officer, employee or Contractor, whichever period is
shorter.  Any SARs not then vested and exercisable shall be forfeited
back to the Company.

       

      If the
Participant’s position as an officer, employee or Contractor shall terminate for
Cause, all of the Participant’s outstanding SARs, whether or not then vested,
shall be immediately forfeited back to the Company.

       

      6.10) Nontransferability of Stock
Appreciation Rights.

       

      No SAR
granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, and all SARs granted to a Participant under the Plan
shall be exercisable during his lifetime only by such Participant.

       

      ARTICLE
7.                                

       

      RESTRICTED
STOCK

       

      7.1) Grant of Restricted
Stock.

       

      Subject
to the terms and provisions of the Plan, the Committee, at any time and from
time to time, may grant Shares of Restricted Stock under the Plan to such
Participants, in such amounts, with such purchase price (if any) and under such
other conditions as it shall determine.  The Committee shall specify
the period of time over which the lapse of a Period of Restriction established
pursuant to Sections 8.2, 8.3, and 8.4 (i.e., the period of time over which such
Shares of Restricted Stock shall vest) shall occur, and may in its discretion
further provide for the acceleration of the lapse of a Period of Restriction
upon the attainment of such goals as the Committee may determine in its
discretion.  Restricted Stock shall at all times for purposes of the
Plan be valued at its Fair Market Value without regard to
restrictions.  If not specified by the Committee at the time of grant
of Restricted Stock, the Period of Restriction shall lapse with

       

      respect
to 25% of the number of shares of Restricted Stock granted as of each of the
first four anniversaries of the date of grant.

       

      7.2) Restricted Stock
Agreement.

       

      Each
Restricted Stock grant shall be evidenced by a Restricted  Stock
agreement that shall specify the Period(s) of Restriction, the number of Shares
of Restricted Stock granted, and such other provisions as the Committee shall
determine.

       

      7.3) Transferability.

       

      Except as
otherwise provided in this Article 8, the Shares of Restricted Stock granted
hereunder may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the termination of the applicable Period of
Restriction.  Upon any attempt to transfer, assign, pledge, or
otherwise dispose of Shares of Restricted Stock, or any right or privilege
conferred thereby, contrary to the provisions of the Restricted Stock agreement
or the Plan, upon levy of an attachment or similar process upon such rights or
privileges, the Shares of Restricted Stock shall immediately become forfeited to
the Company.  All rights with respect to the Restricted Stock granted
to a Participant under the Plan shall be exercisable during his lifetime only by
such Participant.

       

      7.4) Other
Restrictions.

       

      The
Committee may impose such other restrictions on any Shares of Restricted Stock
granted pursuant to the Plan as it may deem advisable, and the Committee may
legend certificates representing Restricted Stock to give appropriate notice of
such restrictions.

       

      7.5) Certificate  Legend.

       

      In
addition to any legends placed on certificates pursuant to Section 8.4, each
certificate representing Shares of Restricted Stock granted pursuant to the Plan
shall bear the following, or substantially similar, legend:

       

      “The sale
or other transfer of the shares of stock represented by this certificate,
whether voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer set forth in The Shuffle Master, Inc. 2004 Equity
Incentive Plan, in the rules and administrative procedures established pursuant
to such Plan, and in a Restricted Stock agreement dated __________.  A
copy of the Plan, such rules and procedures, and such Restricted Stock agreement
may be obtained from the Secretary of Shuffle Master, Inc.”

       

      7.6) Removal of
Restrictions.

       

      Except as
otherwise provided in this Article 8, Shares of Restricted Stock granted under
the Plan shall become freely transferable by the Participant after the last day
of the Period of Restriction.

       


      
        
          
            


            .

            


          

           


        

        
          7

          
            

          

        

        
           


        

      


      Once the
Shares are released from the restrictions, the Participant shall be entitled to
have the legend required by Section 8.5 removed from his Stock
certificate.

       

      7.7) Voting  Rights;
Shareholder Rights Plan.

       

      During
the Period of Restriction, Participants holding Shares of Restricted Stock
granted hereunder may exercise full voting rights with respect to those Shares,
and shall be covered by the provisions of Company’s Shareholder Rights
Plan.

       

      7.8) Dividends and Other
Distributions.

       

      During
the Period of Restriction, Participants holding Shares of Restricted Stock
granted hereunder shall be entitled to receive all dividends and other
distributions paid with respect to those Shares while they are so
held.  If any such dividends or distributions are paid in Shares,
those Shares shall be subject to the same restrictions on transferability as the
Shares of Restricted Stock with respect to which they were paid.

       

      7.9) Termination Due to Death or
Disability.

       

      If a
Participant ceases to be an officer, employee or Contractor because of his death
or his Disability during a Period of Restriction, any remaining period of the
Period of Restriction applicable to the Restricted Stock shall automatically
terminate and, except as otherwise provided in Section 8.4, the Shares of
Restricted Stock shall thereafter be free of restrictions and be fully
transferable.

       

      7.10) Termination for Other
Reasons.

       

      If a
Participant ceases to be an officer, employee or Contractor for any reason other
than for death or Disability during a Period of Restriction, then all Shares of
Restricted Stock still subject to restrictions as of the date of such
termination shall automatically be forfeited and returned to the Company and any
amounts paid by the Participant to the Company for the purchase of such Shares
shall be returned to the Participant; provided, however, that the Committee, in
its sole discretion, may waive or modify the automatic forfeiture of any or all
such Shares of Restricted Stock as it deems appropriate.

       

      7.11) Election Under Code Section
83(b).  As a condition to the receipt of Restricted Stock, the
Participant shall be deemed to have agreed, and shall confirm such agreement in
writing as requested by the Committee, that he will not exercise the election
permitted under Code Section 83(b) without informing the Company of his election
within ten (10) days of such election.  If a Participant fails to give
timely notification to the Company, the Committee may, in its discretion, cause
the forfeiture of some portion of the Shares of Restricted Stock with respect to
which the election was made.

       


      
        
          
            


            .

            


          

           


        

        
          8

          
            

          

        

        
           


        

      


      ARTICLE
8A

      


      RESTRICTED
STOCK UNITS.

      


      8A.1)                      Awards of Restricted Stock
Units.  Subject to the terms and conditions of the Plan, the
Committee may, at any time and from time to time, make awards of Restricted
Stock Units under the Plan to Participants in such amounts and subject to such
terms and conditions as the Committee shall deem appropriate, provided, however
that such terms and conditions do not violate Code Section 409A.

      


      8A.2)                      Restricted Stock Unit
Agreement.  All Awards of Restricted Stock Units made pursuant
to this Plan will be evidenced by a Restricted Stock Unit agreement that will be
in such form (which need not be the same for each Participant) as the Committee
will from time to time approve, and will comply with and be subject to the terms
and conditions of this Plan.

      


      8A.3)                      Terms of Restricted Stock
Unit Awards.  Restricted Stock Units shall be subject to such
terms and conditions as the Committee may impose, provided, however, that such
terms and conditions do not violate Code Section 409A.  These terms
and conditions may include restrictions based upon completion of a specified
period of service with the Company or upon completion of the performance goals
as set out in advance in the Participant's individual Restricted Stock Unit
agreement.  The terms of Restricted Stock Units may vary from
Participant to Participant and between groups of Participants.  At the
time of grant, the Committee shall specify the date or dates on which the
Restricted Stock Units shall become fully vested and nonforfeitable, and may
specify such conditions to vesting as it deems appropriate.  At the
time of grant, the Committee shall specify the maturity date applicable to each
grant of Restricted Stock Units which shall be no earlier than the vesting date
or dates of the Award and may be determined at the election of the grantee if
such grantee executes an Election Form that complies with Section 409A at the
time of such grant.  If no such election is made, the vested
Restricted Stock Unit (or any portion thereof) shall (subject to applicable law)
mature and be paid out within thirty (30) days following vesting of the award or
any portion thereof.On the maturity date, the Company shall  transfer
to the Participant one unrestricted, fully transferable share of Stock for each
Restricted Stock Unit scheduled to be paid out on such date and not previously
forfeited.

      


      8A.4)                      Nontransferability of
Restricted Stock Units.  No RSU granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated
prior to the maturity date.

      


      8A.5)                      Dividends and Other
Distributions.  At any time prior to the maturity date of a
Restricted Stock Unit Award granted hereunder, the holder of such RSU shall be
entitled to receive from the Company the equivalent value of dividends or other
distributions payable with respect to that number of Shares subject to such
RSU.   If any such dividends or other distributions are paid in
Shares, a Participant’s RSU shall be adjusted to reflect such dividend or
distribution with any additional RSUs being subject to the same terms and
conditions as the underlying RSU.

       


      
        
          
            


            .

            


          

           


        

        
          9

          
            

          

        

        
           


        

      


      


       

      CHANGE IN
CONTROL

       

      7.12) Acceleration of Vesting;
Termination of Period of Restriction.

       

      Notwithstanding
any requirements for vesting, time of exercisability or Period of Restriction of
any Award as set forth in any Award agreement or as otherwise determined by the
Committee, any Award granted under this Plan, to the extent not already
terminated, shall become vested and immediately exercisable, and any Period of
Restriction shall terminate, upon a Change in Control.

       

      7.13) No Limitation on Exercise
Period.

       

      Nothing
in Section 9.1 shall limit or shorten the period during which any Option or SAR
is exercisable.  If an Option or SAR provides for exercisability
during a limited period after a contingency is satisfied, and the initial
exercisability of the Option or SAR is accelerated by means of Section 9.1, the
expiration of such Option or SAR shall be delayed until the contingency has been
satisfied and the Option or SAR shall thereafter remain exercisable for the
balance of the period initially contemplated by the grant.  (For
example, if an Option or SAR is granted providing that it shall be exercisable
for a period of twelve (12) months after a triggering event, and such Option or
SAR is subject to the provisions of Section 9.1 providing that it shall become
immediately exercisable, it shall thereafter remain exercisable until such
triggering event has occurred and twelve (12) months has passed.)

       

      7.14) No Extension of Exercise
Period.

       

      Any
acceleration or extension of exercisability pursuant to Section 9.1 shall not
extend such exercisability beyond the expiration or maximum term set forth in
the Award agreement.

       

      7.15) Limitation on
Payments.

       

      Notwithstanding
anything in this Article 9 to the contrary, if the Company is then subject
to the provisions of Code Section 280G, and if the acceleration of the
vesting of an Option, SAR or RSU, the termination of a Period of Restriction or
the payment of cash in exchange for all or part of an Option or SAR (which
acceleration or payment could be deemed a "payment" within the meaning of Code
Section 280G(b)(2)), together with any other payments which the Participant
has the right to receive from the Company or any company that is a member of an
"affiliated group" (as defined in Code Section 1504(a) without regard to
Code Section 1504(b)) of which the Company is a member, would constitute a
"parachute payment" (as defined in Code Section 280G(b)(2)), then the
payments to the Participant shall be reduced to the largest amount as will
result in no portion of such payments being subject to the excise tax imposed by
Code Section 4999 (with payments scheduled later in time being reduced
first, and those scheduled earlier in time being reduced last); provided,
however, that if such Participant is subject to a separate agreement with the
Company or a Subsidiary which specifically provides that payments attributable
to one or more forms of employee stock incentives or to payments made in lieu of
employee stock incentives will not reduce any other payments under such
agreement, even if it


      
        
          
            


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      would
constitute an excess parachute payment, then the limitations of this
Section 9.4 will, to that extent, not apply.

      


      ARTICLE
8.                                

       

      BENEFICIARY
DESIGNATION

       

      Each
Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively and who may include
a trustee under a will or living trust) to whom any benefit under the Plan is to
be paid in case of his death.  Each designation will revoke all prior
designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing
with the Committee during his lifetime.  In the absence of any such
designation or if all designated beneficiaries predecease the Participant,
benefits remaining unpaid at the Participant’s death shall be paid pursuant to
the Participant’s will or by the laws of descent and distribution.

       

      ARTICLE
9.                                

       

      RIGHTS OF
PARTICIPANTS

       

      9.1) Participation.

       

      No
officer, employee or Contractor shall have a right to be selected as a
Participant, or, having been so selected, to be selected again as a
Participant.

       

      9.2) No Implied
Rights.

       

      Neither
the establishment of the Plan nor any amendment thereof shall be construed as
giving any Participant, beneficiary, or any other person any legal or equitable
right unless such right shall be specifically provided for in the Plan or
conferred by specific action of the Committee in accordance with the terms and
provisions of the Plan.  Except as expressly provided in this Plan,
neither the Company nor any of its Subsidiaries shall be required or be liable
to make any payment under the Plan.

       

      9.3) No Right to Company
Assets.

       

      Neither
the Participant nor any other person shall acquire, by reason of the Plan, any
right in or title to any assets, funds or property of the Company or any of its
Subsidiaries whatsoever including, without limiting the generality of the
foregoing, any specific funds, assets, or other property which the Company or
any of its Subsidiaries, in its sole discretion, may set aside in anticipation
of a liability hereunder.  Any benefits which become payable hereunder
shall be paid from the general assets of the Company or the applicable
subsidiary.  The Participant shall have only a contractual right to
the amounts, if any, payable hereunder unsecured by any asset of the Company or
any of its Subsidiaries.  Nothing contained in the Plan constitutes a
guarantee by the Company or any of its Subsidiaries that the assets of the
Company or the applicable subsidiary shall be sufficient to pay any benefit to
any person.

       


      
        
          
            


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      AMENDMENT,
MODIFICATION, AND TERMINATION

       

      9.4) Amendment, Modification, and
Termination.

       

      This Plan
shall terminate at such time as the Board of Directors may determine; provided,
however, that no Award may be granted under the Plan after the tenth anniversary
of its effective date.  Any termination shall not affect any Awards
then outstanding under the Plan.  At any time and from time to time,
the Board may amend or modify the Plan.  If the approval of the
shareholders of the Company is required by the Code, by the insider trading
rules of Section 16 of the Exchange Act, by any national securities exchange or
system on which the Stock is then listed or reported (such as Nasdaq), or by any
regulatory body having jurisdiction with respect hereto, no amendment or
modification which:

       

      (a) increases
the total amount of Stock which may be issued under this Plan, except as
provided in Section 4.3; or

       

      (b) changes
the class of Persons eligible to participate in the Plan;

       

      (c) materially
increases the cost of the Plan or materially increase the benefits to
Participants;

       

      (d) extends
the maximum period after the date of grant during which Options or Stock
Appreciation Rights may be exercised; or

       

      (e) re-prices
any previously granted Award by lowering the exercise price or canceling any
previously granted Award with a subsequent replacement or re-grant of that same
Award with a lower exercise price, except as provided in Section
4.3;

       

      shall be
effective prior to the date that such amendment or modification has been
approved by both the Board and the shareholders of the Company.

       

      9.5) Awards Previously
Granted.

       

      No
termination, amendment or modification of the Plan shall, other than pursuant to
Section 4.3 hereof, in any manner adversely affect any Award theretofore granted
under the Plan, without the written consent of the
Participant.  Except as required pursuant to Section 4.3, no
previously granted Option shall be re-priced by lowering the exercise price
thereof, nor shall a previously granted Option be cancelled with a subsequent
replacement or re-grant of that same Option with a lower exercise price, without
prior approval of the shareholders of the Company.

       

      ARTICLE
10.                                

       

      GOVERNMENT
REGULATION AND REGISTRATION OF SHARES

       

      10.1) General.

       


      
        
          
            


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      10.2) The Plan,
and the grant and exercise of Awards hereunder, and the Company’s obligations
under Awards, shall be subject to all applicable Federal and state laws, rules
and regulations and to the approvals of any regulatory or governmental agency as
may be required.

       

      10.3) Compliance as an SEC
Registrant.

       

      The
obligations of the Company with respect to Awards shall be subject to all
applicable laws, rules and regulations and such approvals by any governmental
agencies as may be required, including without limitation, the Securities and
Exchange Commission, and the rules and regulations of any securities exchange or
association on which the Company’s common stock may be listed or
quoted.  For so long as the common stock of the Company is registered
under the Exchange Act, the Company shall use its reasonable efforts to comply
with any legal requirements (a) to maintain a registration statement in effect
under the Securities Act with respect to all Shares of the applicable class or
series of Stock that may be issued to Participants under the Plan and (b) to
file in a timely manner all reports required to be filed by it under the
Exchange Act.

       

      ARTICLE
11.                                

       

      SUCCESSORS

       

      All
obligations of the Company under the Plan, with respect to Awards granted
hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.

       

      ARTICLE
12.                                

       

      MISCELLANEOUS

       

      12.1) Rights as
Shareholder.

       

      A
Participant granted a SAR or RSU under the Plan shall not by reason thereof have
any rights of a shareholder of the Company, and a Participant granted an Option
under the Plan shall not by reason thereof have any right of a shareholder of
the Company with respect to the Shares covered by such Option until the exercise
of such Option is effective.

      


      12.2) No Obligation to Exercise
Option or SAR; Maintenance of Relationship.

       

      The
granting of an Option or SAR shall impose no obligation upon the Participant to
exercise such Option or SAR. Nothing in the Plan or in any Award agreement
entered into pursuant hereto shall be construed to confer upon a Participant any
right to employment, service as a consultant, consultant or as a member of the
Company's Board of Directors or interfere in any way with the right of the
Company to terminate his or her relationship with the Company at any
time.

       

      12.3) Withholding
Taxes.

       


      
        
          
            


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      12.4) Whenever,
under the Plan, Shares are to be issued in connection with an RSU or upon
exercise of the Options granted hereunder and prior to the delivery of any
certificate or certificates for said shares by the Company, and whenever a
Period of Restriction lapses with respect to Restricted Stock, the Company shall
have the right to require the Participant to remit to the Company an amount
sufficient to satisfy any federal and state withholding or other taxes resulting
therefrom. In the event that withholding taxes are not paid by the date of
exercise of an Option, the maturity of an RSU or the lapse of a Period of
Restriction, to the extent permitted by law, the Company shall have the right,
but not the obligation, to cause such withholding taxes to be satisfied by
reducing the number of Shares deliverable upon the exercise of the Option, by
forfeiting Shares of Restricted Stock, or by offsetting such withholding taxes
against amounts otherwise due from the Company to the Participant as director's
fee or otherwise. If withholding taxes are paid by reduction of the number of
Shares deliverable to Participant or the forfeiture of Shares of Restricted
Stock, such Shares shall be valued at the Fair Market Value as of the business
day preceding the date of exercise of the Option or the lapse of the Period of
Restriction.

       

      


      12.5) Purchase for Investment;
Rights of Holder on Subsequent Registration.

       

      Unless
the Shares to be issued upon exercise of an Option or granted as Restricted
Stock have been effectively registered under the Securities Act, the Company
shall be under no obligation to issue any such Shares unless the Participant
shall give a written representation and undertaking to the Company which is
satisfactory in form and scope to counsel for the Company and upon which, in the
opinion of such counsel, the Company may reasonably rely, that he is acquiring
the Shares to be issued to him for his or her own account as an investment and
not with a view to, or for sale in connection with, the distribution of any such
Shares, and that he or she will make no transfer of the same except in
compliance with any rules and regulations in force at the time of such transfer
under the Securities Act, or any other applicable law, and that if Shares are
issued without such registration a legend to this effect may be endorsed on the
securities so issued and a “stop transfer” restriction may be placed in the
stock transfer records of the Company.  In the event that the Company
shall, nevertheless, deem it necessary or desirable to register under the
Securities Act or other applicable statutes any such Shares, or to qualify any
such Shares for exemption from the Securities Act or other applicable statutes,
then the Company shall take such action at its own expense and may require from
each participant such information in writing for use in any registration
statement, prospectus, preliminary prospectus, or offering circular as is
reasonably necessary for such purpose and may require reasonable indemnity to
the Company and its officers and directors from such holder against all losses,
claims, damages, and liabilities arising from such use of the information so
furnished and caused by any untrue statement of any material fact required to be
stated therein or necessary to make the statement therein not misleading in
light of the circumstances under which they were made.

       

      12.6) Modification of Outstanding
Awards.

       

      The
Committee may accelerate the exercisability of an outstanding Option or SAR, or
reduce the Period of Restriction of outstanding Restricted Stock, and may
authorize modification of any outstanding Award with the consent of the
Participant when and subject to such conditions as are deemed to be in the best
interests of the Company and in accordance with the purposes of
the


      
        
          
            


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      Plan;
provided however, that except as provided in Section 4.3 hereof, no
previously granted Option will be repriced by lowering the exercise price
thereof, nor will a previously granted Option be cancelled with a subsequent
replacement or regrant of that same Option with a lower exercise price, without
the prior approval of the shareholders of the Company, and further provided that
such modifications may only be taken to the extent permitted by Code Section
409A.

      


      12.7) Liquidation.

       

      Upon the
complete liquidation of the Company, any unexercised Options or SARs theretofore
granted under this Plan shall be deemed canceled, except as otherwise provided
in Section 4.3 in connection with a merger, consolidation or reorganization
of the Company.

       

      12.8) Restrictions on Issuance of
Shares.

       

      Notwithstanding
provisions of this Plan to the contrary, the Company may delay the issuance of
Shares covered by the exercise of any Option and the delivery of a certificate
for such Shares until one of the following conditions shall be
satisfied:

       

      (a) The
Shares with respect to which the Option has been exercised are at the time of
the issue of such Shares effectively registered under applicable Federal and
state securities acts as now in force or hereafter amended; or

       

      (b) A
no-action letter in respect of the issuance of such Shares shall have been
obtained by the Company from the Securities and Exchange Commission and any
applicable state securities commissioner; or

       

      (c) Counsel
for the Company shall have given an opinion, which opinion shall not be
unreasonably conditioned or withheld, that such Shares are exempt from
registration under applicable federal and state securities acts as now in force
or hereafter amended.  It is intended that all exercise of Options
shall be effective, and the Company shall use its best efforts to bring about
compliance with the above conditions within a reasonable time, except that the
Company shall be under no obligation to cause a registration statement or a
post-effective amendment to any registration statement to be prepared at its
expense solely for the purpose of covering the issue of Shares in respect of
which any Option may be exercised.

       

      15.8)
                      Certain Limitations on
Awards to Ensure Compliance with Code Section 409A.  For
purposes of this Plan, references to an award term or event (including any
authority or right of the Company or a Participant) being "permitted" under Code
Section 409A mean, for a 409A Award, that the term or event will not cause the
Participant to be liable for payment of interest or a tax penalty under Code
Section 409A and, for a Non-409A Award, that the term or event will not cause
the Award to be treated as subject to Code Section 409A.  Other
provisions of the Plan notwithstanding, the terms of any 409A Award and any
Non-409A Award, including any authority of the Company and rights of the
Participant with respect to the Award, shall be limited to those terms permitted
under Code Section 409A, and any terms not permitted under Code Section 409A
shall be automatically modified and limited to the extent necessary to
conform


      
        
          
            


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      with Code
Section 409A.  For this purpose, other provisions of the Plan
notwithstanding, the Company shall have no authority to accelerate distributions
relating to 409A Awards in excess of the authority permitted under Code Section
409A, and any distribution subject to Code Section 409A(a)(2)(A)(i) (separation
from service) to a "key employee" as defined under Code Section
409A(a)(2)(B)(i), shall not occur earlier than the earliest time permitted under
Code Section 409A(a)(2)(B)(i).  Notwithstanding any other provisions
of the Plan, the Company does not guarantee to any Participant or any other
person that any Award intended to be exempt from Section 409A of the Code shall
be so exempt, nor that any Award intended to comply with Section 409A of the
Code shall so comply, nor will the Company indemnify, defend or hold harmless
any individual with respect to the tax consequences of any such
failure.

      


       

      ARTICLE
13.                                

       

      REQUIREMENTS
OF LAW

       

      13.1) Requirements of
Law.

       

      The
granting of Awards and the issuance of Shares of Stock under this Plan shall be
subject to all applicable laws, rules, and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may be
required.

       

      13.2) Governing
Law.

       

      The Plan,
and all agreements hereunder, to the extent not covered by Federal law, shall be
construed in accordance with and governed by the laws of the State of Minnesota
without giving effect to the principles of the conflicts of laws.

       


      
        
          
            


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                APPROVED:

              	 
      	 
      
	
                 

                SHUFFLE
      MASTER, INC.

              	 
      	 
      
	
                 

                 

                BY:   /s/ Jerry
      Smith

              	 
      	 
      
	
                 

                ITS:  Executive Vice President, General
      Counsel and Corporate Secretary

              	 
      	 
      


      

      


      



      
        
          
            


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          17