Common use of Executive's Put Right Clause in Contracts

Executive's Put Right. Executive has the right but not the obligation to sell his vested Holdings Restricted Membership Interest (or shares exchanged by such Interest) back to Gaming Holdings or to the Company only in the following circumstances: (1) Gaming Holdings' IPO has not occurred upon expiration of the original four-year term of this Agreement and Company does not continue to employ Executive for reason(s) not constituting Cause as defined in Section 5(d)(1-4) hereof or the Executive does not continue his employment at the request of the Company for reason(s) constituting Good Reason as defined in Section 5(d)(5). This Put right must be exercised in writing by Executive within thirty (30) days of the expiration of the four-year term hereunder or it shall become void and without further effect. (2) Gaming Holdings' IPO has not occurred upon Executive becoming 100% vested in Holdings Restricted Membership Interest. This Put right must be exercised in writing by Executive within thirty days of Executive being 100% vested or it shall become void and without further effect. The Put purchase price is the fair market value of such Interest (or shares) on the Valuation Date. Under this Agreement, the Valuation Date is: (i) the expiration of the four-year term of this Agreement, in the event of a Put under Section 4(g)(i), or (ii) the date Executive becomes 100% vested, in the event of a Put under Section 4(g)(2). In either case of (i) or (ii) in the preceding sentence, the fair market value shall be determined by an independent appraisal firm mutually agreed to by Gaming Holdings and Executive, with the cost of such appraisal being paid by the Company. If Executive exercises the Put hereunder, and Gaming Holdings does not satisfy its obligation to purchase the membership interest or shares within seven days of Executive's written notice of exercise of the Put, Executive shall have the right to require the Company (rather than gaming Holdings) to purchase such membership interest or shares at fair market value. If the Company purchases such membership interest or shares, the Company and Gaming Holdings hereby agree that Gaming Holdings shall promptly thereafter purchase such membership interest or shares from the Company for a purchase price of $1.

Executive's Put Right. Executive has the right but not the obligation to sell his vested Holdings Restricted Membership Interest (or shares exchanged by such InterestCertain capitalized terms used in this Section 4(g) back to Gaming Holdings or to the Company only in the following circumstances: (1) Gaming Holdings' IPO has not occurred upon expiration of the original four-year term of this Agreement and Company does not continue to employ Executive for reason(s) not constituting Cause as are defined in Section 5(d)(1-4clause (xi) hereof or the Executive does not continue his employment at the request of the Company for reason(s) constituting Good Reason as defined in Section 5(d)(5). This Put right must be exercised in writing by Executive within thirty (30) days of the expiration of the four-year term hereunder or it shall become void and without further effectbelow. (2) Gaming Holdings' IPO has not occurred upon Executive becoming 100% vested in Holdings Restricted Membership Interest. This Put right must be exercised in writing by Executive within thirty days of Executive being 100% vested or it shall become void and without further effect. The Put purchase price is the fair market value of such Interest (or shares) on the Valuation Date. Under this Agreement, the Valuation Date is: (i) Subject to the expiration of the four-year term of terms and conditions set forth in this Agreement, in the event of a Put under Section 4(g)(i4(g), or (ii) the date Executive becomes 100% vested, in the event of a Put under Section 4(g)(2). In either case of (i) or (ii) in the preceding sentence, the fair market value shall be determined by an independent appraisal firm mutually agreed to by Gaming Holdings and Executive, with the cost of such appraisal being paid by the Company. If Executive exercises the Put hereunder, and Gaming Holdings does not satisfy its obligation to purchase the membership interest or shares within seven days of Executive's written notice of exercise of the Put, Executive shall have the right (the “Initial Put Right”), but not the obligation, during the Initial Put Period to require the Company cause Parent (rather than gaming Holdingsor, at Parent’s election, one or more of its designees) to purchase Executive’s Put Units and, subject to the terms and conditions set forth in this Section 4(g), Parent shall be required to purchase such membership interest or shares at fair market value. If Put Units, upon (A) the termination of his employment by the Company purchases such membership interest without Cause or shares, the Company and Gaming Holdings hereby agree that Gaming Holdings shall promptly thereafter purchase such membership interest or shares from (B) Executive’s termination of his employment with the Company for Good Reason. (ii) Executive may exercise the Initial Put Right by delivering to Parent at any time during the Initial Put Period (1) a Put Notice, (2) certificates representing all shares of Common Stock included in the Put Units (the “Certificates”) duly endorsed for transfer in blank, and (3) a duly executed and undated Release. The Certificates and Release shall be held in escrow by Parent to be released and deemed delivered by Executive in accordance with Section 4(g)(x). (iii) The per unit purchase price for the Put Units purchased pursuant to the exercise of $the Initial Put Right shall be the Initial Purchase Price. (iv) Parent shall not be required to repurchase any Put Units if, after giving pro forma effect to (A) such repurchase and all other repurchases pursuant to the exercise, prior to the repurchase of such Put Units, of “put” rights held by any Other Specified Employee (including the incurrence of any debt by the Company or any of its subsidiaries incurred or expected to be incurred to effect any such repurchases) and (B) any severance payments Parent or any of its subsidiaries has made or is obligated to make to Executive or any Other Specified Employee whose employment with the Company has been terminated as of the date of the repurchase of such Put Units, in each case, taking into account the timing such payments are required to be made (the transactions described in the foregoing clauses (A) and (B), the “Pro Forma Transactions”), (x) the Current Cushion or the Projected Cushion would be below 25%, (y) in the reasonable good faith judgment of the Board, such repurchase would be prohibited pursuant to applicable law or regulation or would result in a breach of the terms of any Applicable Contract or (z) the Company would not be permitted to make such repurchase either (1) pursuant to the exception contained in Section 4.07(b)(14) of the Senior Indenture or (2) with amounts then available to make Restricted Payments (as defined in the Senior Indenture) under Sections 4.07(a)(4)(C)(i), (iv) and (v) of the Senior Indenture (or, in each case, any similar clause in any amendment to, or replacement of, the Senior Indenture) (the occurrence of any matter described in the foregoing clause (x), (y) or (z), a “Restriction”). All calculations and other determinations made in the reasonable good faith judgment of the Board, consistent with past practice, in connection with the determination of the Current Cushion or the Projected Cushion shall be binding on Executive. If, following the date of this Agreement, Parent or any of its subsidiaries incurs additional indebtedness for borrowed money, Parent shall, or shall cause such subsidiary to, request its lenders to include provisions in any credit facilities or debt agreements governing such indebtedness to permit repurchases of equity as contemplated in this Section 4(g); provided that in no event shall Parent or any such subsidiary be required to accept any adverse term in exchange for such provisions. Parent shall deliver a written notice to Executive within 5 business days following delivery of a Put Notice specifying whether a Restriction applies and, if so, providing reasonable detail (including relevant calculations) regarding such Restriction. During the period from and after delivery of such notice through and including the expected Put Closing Date (the “Interim Period”), Parent shall not change its financial or capital budgeting forecasts included in the Internal Projections, including any change to the methodology or assumptions used in deriving such forecasts, for purposes of calculating the Projected Cushion, except to the extent reasonably necessary to reflect (x) the Company’s actual financial results for the fiscal quarter ending prior to delivery of the Put Notice or any fiscal period during the Interim Put Period, (y) the occurrence or discovery during the Interim Period of an event beyond the reasonable control of Parent that, in the reasonable good faith judgment of the Board, materially impairs the Company’s ability to meet the forecasts included in the Internal Projections or (z) changes to the assumptions underlying the forecasts included in the Internal Projections that, in the good faith judgment of the Board, are reasonably necessary to achieve a legitimate business objective and, in any event under clause (x), (y) and (z), any such changes are not for the purpose of avoiding Parent’s obligations under this Section 4(g). (v) If, following the valid exercise of the Initial Put Right, Parent is not required to repurchase the Put Units due to the applicability of a Restriction, and at any time during the remainder of the Initial Put Period the Restrictions cease to apply, Parent will (A) promptly notify Executive that the Restrictions have ceased to apply and (B) repurchase the Put Units for the Initial Purchase Price (subject to the continued inapplicability of the Restrictions) on the Put Closing Date. (vi) If, following the valid exercise of the Initial Put Right, Parent does not repurchase the Put Units due to the fact that Restrictions remain applicable (A) through the remainder of the Initial Put Period or (B) on the expected Put Closing Date following the expiration of the Initial Put Period, then (A) the Put Notice exercising the Initial Put Right will be deemed withdrawn and Parent shall promptly return to Executive the Certificates and Release, (B) Parent shall notify Executive within 10 days following the first date, if any, during the Extended Put Period, on which the Restrictions cease to apply, and (C) subject to the terms and conditions set forth in this Section 4(g), Executive will have the right (the “Second Put Right” and, together with the Initial Put Right, the “Put Rights”), but not the obligation, during the 30 days following receipt of such notice from Parent (the “Second Put Period”), to cause Parent (or, at Parent’s election, one or more of its designees) to purchase the Put Units and, subject to the terms and conditions set forth in this Section 4(g), Parent shall be required to purchase such Put Units. Executive may exercise the Second Put Right by delivering to Parent at any time during the Second Put Period (1) a Put Notice, (2) the Certificates, duly endorsed for transfer in blank, and (3) a duly executed and undated Release. The Certificates and Release shall be held in escrow by Parent to be released and deemed delivered by Executive in accordance with Section 4(g)(x). If, following the valid exercise of the Second Put Right, Parent does not repurchase the Put Units due to the fact that Restrictions are applicable on the expected Put Closing Date, the Executive may elect in his sole discretion to withdraw the Put Notice exercising the Second Put Right at any time that the Restrictions remain applicable, and if Executive so elects, Parent shall promptly return to Executive the Certificates and the Release. If, following the valid exercise of the Second Put Right, Parent does not repurchase the Put Units due to the fact that Restrictions remain applicable (A) through the remainder of the Extended Put Period or (B) on the expected Put Closing Date following the expiration of the Extended Put Period, then the Put Notice exercising the Second Put Right will be deemed withdrawn and Parent shall promptly return to Executive the Certificates and Release. (vii) The per unit purchase price for the Put Units to be purchased pursuant to the exercise of the Second Put Right shall be the fair market value of the Put Units as of the date of delivery of the Put Notice during the Second Put Period as determined by the Appraisal Process. (viii) Notwithstanding any other provision in this Section 4(g), if the number of Put Units exceeds the Maximum Required Number, Parent may, at its election, purchase less than all of the Put Units; provided that Parent (or one or more of its designees) shall purchase at least the Maximum Required Number of Put Units. (ix) The closing of the repurchase of the Put Units (the “Put Closing”) shall occur on the date (the “Put Closing Date”) that is the first business day following the later of (A) 45 days following the valid exercise of the Put Right, and (B) 5 business days following the determination of the fair market value of the Put Units in accordance with the Appraisal Process (or, if on the later of such dates the Restrictions are applicable, the first business day thereafter on which the Restrictions are no longer applicable). (x) At the Put Closing, (A) Parent (or one or more of its designees) shall pay to Executive the purchase price by check or wire transfer of immediately available funds to an account designated by Executive in the Put Notice and (B) upon receipt of such funds, (x) the Certificates shall be deemed to be released to Parent and (y) the Release shall be deemed to be delivered to Parent and dated as of the Put Closing Date, and Parent shall be authorized to write such date into the Release, in each case, without any further action by Executive. Executive shall further execute and deliver such further documents and take such other actions to effectuate the repurchase of the Put Units as Parent may reasonably request. (xi) Certain Definitions:

Executive's Put Right. Executive has the right but not the obligation to sell his vested Holdings Restricted Membership Interest (or shares exchanged by such Interest) back to Gaming Holdings or to the Company only in the following circumstances: (1) Gaming Holdings' the Company's IPO has not occurred upon expiration of the original four-year term of this Agreement and Company does not continue to employ Executive for reason(s) not constituting Cause as defined in Section 5(d)(1-4) hereof or the Executive does not continue his employment at the request of the Company for reason(s) constituting Good Reason as defined in Section 5(d)(5). This Put right must be exercised in writing by Executive within thirty (30) days of the expiration of the four-year term hereunder or it shall become void and without further effect. (2) Gaming Holdings' The Company's IPO has not occurred upon Executive becoming 100% vested in Holdings Restricted Membership Interest. This Put right must be exercised in writing by Executive within thirty 30 days of Executive being 100% vested or it shall become void and without further effect. The Put purchase price is the fair market value of such Interest (or shares) on the Valuation Date. Under this Agreement, the Valuation Date is: is (i) the expiration of the four-year term of this Agreement, in the event of a Put under Section 4(g)(i), or (ii) the date Executive becomes 100% vested, in the event of a Put under Section 4(g)(2). In either case of (i) or (ii) in the preceding sentence, the fair market value shall be determined by an independent appraisal firm mutually agreed to by Gaming Holdings the Company and Executive, with the cost of such appraisal being paid by the Company. If Executive exercises the Put hereunder, and Gaming Holdings does not satisfy its obligation to the Company must purchase the membership interest Restricted Membership Interest or shares within seven ninety (90) days of Executive's written notice of exercise of the Put, Executive shall have the right to require the Company (rather than gaming Holdings) to purchase such membership interest or shares at fair market value. If the Company purchases such membership interest or shares, the Company and Gaming Holdings hereby agree that Gaming Holdings shall promptly thereafter purchase such membership interest or shares from the Company for a purchase price of $1.

Executive's Put Right. Executive has the right but not the obligation to sell his vested Holdings Restricted Membership Interest (or shares exchanged by such Interest) back to Gaming Holdings or to the Company only in the following circumstances: (1) Gaming Holdings' The Company's IPO has not occurred upon expiration of the original four-year term of this Agreement and Company does not continue to employ Executive for reason(s) not constituting Cause as defined in Section 5(d)(1-4) hereof or the Executive does not continue his employment at the request of the Company for reason(s) constituting Good Reason as defined in Section 5(d)(5). This Put right must be exercised in writing by Executive within thirty (30) days of the expiration of the four-year term hereunder or it shall become void and without further effect. (2) Gaming Holdings' The Company's IPO has not occurred upon Executive becoming 100% vested in Holdings Restricted Membership Interest. This Put right must be exercised in writing by Executive within thirty 30 days of Executive being 100% vested or it shall become void and without further effect. The Put purchase price is the fair market value of such Interest (or shares) on the Valuation Date. Under this Agreement, the Valuation Date is: is (i) the expiration of the four-year term of this Agreement, in the event of a Put under Section 4(g)(i), or (ii) the date Executive becomes 100% vested, in the event of a Put under Section 4(g)(2). In either case of (i) or (ii) in the preceding sentence, the fair market value shall be determined by an independent appraisal firm mutually agreed to by Gaming Holdings the Company and Executive, with the cost of such appraisal being paid by the Company. If Executive exercises the Put hereunder, and Gaming Holdings does not satisfy its obligation to the Company must purchase the membership interest Restricted Membership Interest or shares within seven ninety (90) days of Executive's written notice of exercise of the Put, Executive shall have the right to require the Company (rather than gaming Holdings) to purchase such membership interest or shares at fair market value. If the Company purchases such membership interest or shares, the Company and Gaming Holdings hereby agree that Gaming Holdings shall promptly thereafter purchase such membership interest or shares from the Company for a purchase price of $1.

Executive's Put Right. Executive has the right but not the obligation to sell his vested Holdings Restricted Membership Interest (or shares exchanged by such Interesta) back to Gaming Holdings or to the Company only in the following circumstances: (1) Gaming Holdings' IPO has not occurred upon expiration of the original four-year term of this Agreement and Company does not continue to employ Executive for reason(s) not constituting Cause Except as defined provided in Section 5(d)(1-4) hereof or 17(a)(vi), beginning on the Executive does not continue his Termination Date and continuing for a period of thirty days following the Executive's termination of employment at the request of with the Company for reason(s) constituting any reason other than a termination of employment by the Company for Cause or a resignation by the Executive without Good Reason (including, without limitation, as defined in Section 5(d)(5). This Put right must be exercised in writing by Executive within thirty (30) days a result of the expiration Executive or the Company giving the other party hereto a notice of the fournon-year term hereunder or it shall become void and without further effect. (2) Gaming Holdings' IPO has not occurred upon Executive becoming 100% vested in Holdings Restricted Membership Interest. This Put right must be exercised in writing by Executive within thirty days of Executive being 100% vested or it shall become void and without further effect. The Put purchase price is the fair market value of such Interest (or shares) on the Valuation Date. Under this Agreementrenewal), the Valuation Date is: (i) the expiration of the four-year term of this Agreement, in the event of a Put under Section 4(g)(i)Executive, or (ii) the date Executive becomes 100% vestedhis representative, in the event of a Put under Section 4(g)(2). In either case of (i) or (ii) in the preceding sentence, the fair market value shall be determined by an independent appraisal firm mutually agreed to by Gaming Holdings and Executive, with the cost of such appraisal being paid by the Company. If Executive exercises the Put hereunder, and Gaming Holdings does not satisfy its obligation to purchase the membership interest or shares within seven days of Executive's written notice of exercise of the Put, Executive shall will have the right (the "Put Right") to require the Company to repurchase all, but not less than all, Restricted Shares and vested Options then held by the Executive as follows: (rather than gaming Holdingsi) The Executive, or his representative, shall have a Put Right to require the Company to purchase such membership interest all Restricted Shares at a price per Restricted Share equal to the Fair Market Value as of the date of the Put Notice. (ii) The Executive, or shares at fair market value. If his representative, shall have a Put Right to require the Company purchases to purchase the vested portion of any Options at a price per share of Common Stock subject to such membership interest Options equal to (x) the Fair Market Value of a share of Common Stock as of the date of the Put Notice, less (y) the exercise price. (b) The Executive, or shareshis representative, may exercise the Put Right by sending notice (the "Put Notice") of such exercise to the Company. Within thirty days after the Put Notice has been received by the Company, the Executive, or his representative, shall deliver all Restricted Shares and exercisable Options owned or held by Executive (or his estate) and the Company shall pay to the Executive, or his representative, in cash or by certified check, the applicable price per Restricted Share and per exercisable Option. (c) Notwithstanding anything in this Section 13 to the contrary, if the repurchase of Restricted Shares or the cancellation of the vested Options would constitute a Payment Disability, the Company shall deliver to the Executive, or his representative, a note with a principal amount equal to the amount determined above, bearing interest at the prime rate (which shall be the rate then in effect according to Citibank, N. A.) plus 1%. Payment of principal and Gaming Holdings hereby agree interest on such note shall be made to the Executive, or his representative, in such manner so as not to cause a Payment Disability, and such note plus accrued and unpaid interest thereon shall be repaid in full as soon as reasonably possible after all Payment Disabilities cease to exist; provided, however, that Gaming Holdings shall promptly thereafter purchase such membership interest or shares from the Company for shall pay the Executive interest on the note annually to the extent that such payment does not cause a purchase price of $1Payment Disability.

Executive's Put Right. Executive has the right but not the obligation to sell his vested Holdings Restricted Membership Interest (or shares exchanged by such Interest) back to Gaming Holdings or to the Company only in the following circumstances: (1) Gaming Holdings' the Company's IPO has not occurred upon expiration of the original four-year term of this Agreement and Company does not continue to employ Executive for reason(s) not constituting Cause as defined in Section 5(d)(1-4) hereof or the Executive does not continue his employment at the request of the Company for reason(s) constituting Good Reason as defined in Section 5(d)(5). This Put right must be exercised in writing by Executive within thirty (30) days of the expiration of the four-year term hereunder or it shall become void and without further effect. (2) Gaming Holdings' The Company's IPO has not occurred upon Executive becoming 100% vested in Holdings Restricted Membership Interest. This Put right must be exercised in writing by Executive within thirty 30 days of Executive being 100% vested or it shall become void and without further effect. The Put purchase price is the fair market value of such Interest (or shares) on the Valuation Date. Under this Agreement, the Valuation Date is: (i) the expiration of the four-year term of this Agreement, in the event of a Put under Section 4(g)(i), or (ii) the date Executive becomes 100% vested, in the event of a Put under Section 4(g)(2). In either case of (i) or (ii) in the preceding sentence, the fair market value shall be determined by an independent appraisal firm mutually agreed to by Gaming Holdings the Company and Executive, with the cost of such appraisal being paid by the Company. If Executive exercises the Put hereunder, and Gaming Holdings does not satisfy its obligation to the Company must purchase the membership interest Restricted Membership Interest or shares within seven ninety (90) days of Executive's written notice of exercise of the Put, Executive shall have the right to require the Company (rather than gaming Holdings) to purchase such membership interest or shares at fair market value. If the Company purchases such membership interest or shares, the Company and Gaming Holdings hereby agree that Gaming Holdings shall promptly thereafter purchase such membership interest or shares from the Company for a purchase price of $1.