THE ASSETS OF
THE COMPANY.
10
21.
INDULGENCES.
THE FAILURE OF ANY PARTY
HERETO AT ANY TIME OR TIMES TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT STRICTLY
IN ACCORDANCE WITH THE SAME SHALL NOT BE CONSTRUED AS HAVING CREATED A CUSTOM IN
ANY WAY OR MANNER CONTRARY TO THE SPECIFIC PROVISIONS OF THIS AGREEMENT OR AS
HAVING IN ANY WAY OR MANNER MODIFIED OR WAIVED THE SAME.
22.
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED
TO BE GIVEN BY THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE SUFFICIENTLY
GIVEN TO THE PARTIES IF DELIVERED IN PERSON OR SENT BY UNITED STATES REGISTERED
OR CERTIFIED MAIL OR NATIONALLY RECOGNIZED OVERNIGHT COURIER (RETURN RECEIPT
REQUESTED) OR BY TELEFAX (WITH EVIDENCE OF SUCCESSFUL TRANSMISSION) ADDRESSED TO
THE RECEPTIVE PARTIES AT THE FOLLOWING ADDRESSES OR AT SUCH OTHER ADDRESSES AS
MAY FROM TIME TO TIME BE DESIGNATED IN WRITING BY THE PARTIES:
If to Haddrill:
If to the Company:
Richard Haddrill
3394 Knollwood Drive
Atlanta, Georgia
30305
Alliance Gaming Corporation
6601 South Bermuda Road
Las Vegas, Nevada 89119
Attention:
General Counsel
Telefax Number:
702-270-7699
Copy to:
Kevin Verner
885 Island Park Drive
Charleston, SC
29492
23.
CONTROLLING LAW AND DISPUTE RESOLUTION.
THIS AGREEMENT SHALL BE CONSTRUED AND APPLIED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEVADA WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW
UNDER NEVADA LAW.
THE PARTIES AGREE TO SUBMIT TO THE JURISDICTION AND VENUE OF
THE STATE AND FEDERAL COURTS LOCATED IN NEVADA IN THE EVENT THAT THERE IS ANY
CLAIM THAT THIS AGREEMENT HAS BEEN BREACHED.
24.
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH
THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS COVERED
HEREIN, AND SUPERSEDES ALL OTHER AGREEMENTS AND UNDERSTANDINGS.
NO WAIVER OR
AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS REDUCED TO WRITING AND
EXECUTED BY THE PARTIES HERETO.
25.
UNDERSTANDING OF HADDRILL.
HADDRILL AGREES
AND ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT IN ITS ENTIRETY, THAT HE HAS
HAD THE OPPORTUNITY TO REVIEW IT WITH LEGAL COUNSEL OF HIS OWN CHOOSING, THAT HE
UNDERSTANDS IT AND THAT HE ENTERS INTO IT VOLUNTARILY.
[Signatures on following page.]
11
IN WITNESS WHEREOF, this Agreement has been duly executed by and on behalf of
the parties hereto as of the day and year first above written.
ALLIANCE GAMING CORPORATION
By:
Name:
Title:
Date:
Name:
RICHARD HADDRILL
Date:
496502.5
12
SCHEDULE A
PERFORMANCE STOCK OPTIONS
1.
HADDRILL SHALL BE ISSUED NON-STATUTORY STOCK OPTIONS ("OPTIONS") TO PURCHASE
500,000 SHARES OF COMPANY COMMON STOCK UNDER THE COMPANY'S 2001 LONG TERM
INCENTIVE PLAN EXERCISABLE AT $17.16 PER SHARE.
2.
OPTIONS SHALL BECOME EXERCISABLE ON OCTOBER 1, 2012 AND SHALL REMAIN
EXERCISABLE UNTIL OCTOBER 1, 2014, AT WHICH TIME ANY UNEXERCISED OPTIONS SHALL
EXPIRE; PROVIDED THAT HADDRILL IS AN EMPLOYEE ON OCTOBER 1, 2012.
3.
ONCE OPTIONS BECOME EXERCISABLE HEREUNDER, THEY SHALL REMAIN EXERCISABLE
UNTIL OCTOBER 1, 2014 WITHOUT REGARD TO WHETHER HADDRILL CONTINUES TO BE
EMPLOYED BY THE COMPANY PRIOR TO OR ON SUCH DATE.