EXHIBIT 10.3
EMPLOYMENT AGREEMENT OF WILL MCMASTER
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as
of this 31st day of August 2003, by and between Gaming & Entertainment Group,
Inc., a Nevada corporation ("Company"), and Will McMaster, an individual
("Employee").
WITNESSETH:
WHEREAS, Employee has significant expertise in, inter alia, Class II and
Class III gaming systems development, information technology, software and
hardware Engineering, client/server network systems, databases,
regulatory/compliance standards for Nevada & GLI markets, and back-end systems,
operations & protocols;
WHEREAS, Employer desires to employ Employee on the terms and conditions
set forth hereinbelow; and
WHEREAS, Employee desires to enter this Agreement on the terms and
conditions set forth hereinbelow.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and agreements contained herein, it is hereby agreed as follows:
1. Term. Company hereby employs and Employee hereby accepts employment
with the Company for a period of two (2) years beginning on the date hereof
("Term"). Unless Company or Employee gives written notice that this Agreement
shall be allowed to expire and the employment relationship thereby terminated at
least thirty (30) days prior to the expiration of the Term, this Agreement shall
continue in effect from month to month after the expiration of the Term and
shall be terminable by either party upon thirty (30) days' written notice.
2. Duties of Employee. Employee's position with Company shall be Director
of Research and Development. Employee shall do and perform all services, acts,
or things reasonably necessary or advisable to accomplish the objectives and
complete the tasks assigned to Employee by senior management of Company. With
Employee's consent, Company may assign Employee to another position commensurate
with Employee's training and experience so long as the compensation paid to
Employee is equal to or greater than the compensation provided in this
Agreement.
3. Devotion of Time to Company's Business. Employee shall be a full-time
employee of Company and shall devote such substantial and sufficient amounts of
his productive time, ability, and attention to the business of Company during
the Term of this Agreement as may be reasonable and necessary to accomplish the
objectives and complete the tasks assigned to Employee. Prior written consent of
Company shall be required before Employee shall undertake to perform any outside
services of a business, commercial, or professional nature, whether for
compensation or otherwise' provided. however, Employee shall be permitted to
provide technology consulting to third parties unaffiliated with the Company so
long as such matter are not undertaken during regular business hours and are
non-competitive with the Company's business initiatives. Any and all gaming
related technology or products invented, patented or trademarked, during the
Term shall be considered the intellectual property of Company as further
provided in Section 12 hereinbelow. All non-gaming technology and/or inventions
shall be presented to the employer for first right of acceptance or refusal.
Written consent shall not be required as to Employee's reasonable participation
in educational and professional activities related to the maintenance of
Employee's qualifications and stature in his profession.
4. Uniqueness of Services. Employee hereby acknowledges that the services
to be performed by him under the terms of this Agreement are of a special and
unique value. Accordingly, the obligations of Employee under this Agreement are
non-assignable.
5. Compensation of Employee.
a. Base Annual Salary. Subject to other specific provisions in this
Agreement, as compensation for services hereunder, Employee shall receive a Base
Annual Salary of $120,000 per annum.
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b. Annual Review. Company agrees to review the salary of Employee
annually during the term of this Agreement. Company, in its sole discretion, may
increase Employee's salary dependent upon various factors which include without
limitation Employee's performance, the compensation paid to similarly situated
employees of businesses similar in type and size to Company, the financial
condition of Company, and the economic and market conditions to which Company is
or may be subject.
c. Cash Bonus. During the term of this Agreement, Employee may be
paid a cash bonus or bonuses in addition to his salary. The decision to award a
cash bonus or bonuses and the amount thereof shall be within the sole and
absolute discretion of Company and shall be based on various factors which
include without limitation Employee's performance, the compensation paid to
similarly situated employees of businesses similar in type and size to Company,
the financial condition of Company, and the economic and market conditions to
which Company is or may be subject.
d. Stock Options. Upon execution of the Agreement, Company shall
grant to Employee options to purchase shares of Company Common Stock (the
"Option") under the Company's 2003 Stock Option and Incentive Plan ("Plan"). The
Option shall be in the form of Company's standard Stock Option Grant Agreement
and subject to the terms and conditions thereof and of the Plan, and shall
additionally provide as follows:
(1) The number of shares subject to the Option shall be
100,000.
(2) The purchase price per share shall be $0.75, the price at
which the Company is selling its shares of common stock in its private
placement, which is ongoing as of the date hereof.
(3) The Option shall be designated as an Incentive Option.
(4) Upon execution of the Agreement, 25,000 shares subject to
the Option shall immediately vest. The remaining 75,000 shares subject to the
Option shall vest at the rate of 3,125 shares per month for the 24-month term
hereof.
(5) The Option shall terminate on (i) the expiration date
specified in the Stock Option Grant Agreement (attached hereto as Exhibit A),
which date shall be ten (10) years from the date hereof, or such earlier date as
termination may occur according to the terms and conditions of the Plan and/or
the Stock Option Grant Agreement. Upon termination for any reason, Employee
and/or his successors and assigns shall have only such rights as are specified
in the Plan and the Stock Option Grant Agreement, and shall not be entitled to
any compensation in any form for the loss of any other right.
e. Vacation. During the Term, Employee shall be eligible for two (2)
weeks paid vacation.
g. Employee Benefits. Employee shall receive such benefits, fringe
benefits and entitlements as is usual and customary for Company to provide an
employee of like status and position and are consistent with Company's
established policies on employment, which may be revised from time to time in
the sole discretion of Company. Company shall waive the 90-day waiting period
for Employee to become eligible to participate in Company's medical and dental
plan.
h. Business Expenses. Company will reimburse Employee for reasonable
business expenses incurred in performing Employee's duties and promoting the
business of Company.
6. Termination of Employment.
a. Company shall have the right to terminate the Employee's
employment at any time for cause by giving the Employee written notice of the
effective date of termination (`Effective Date of Termination"). For the
purposes of this Agreement, "cause" shall mean:
(1) Fraud, misappropriation, embezzlement or any other action
of material misconduct against Company or any of its affiliates or subsidiaries;
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(2) Substantial failure to render services in accordance with
the provisions of this Agreement, provided that:
(a) a written demand for performance has been delivered
to the Employee by the Company at least ten (10) days prior to termination
identifying the manner in which Company believes that the Employee has failed to
perform; and
(b) the Employee has thereafter failed to remedy such
failure to perform;
(3) material violation of any law, rule or regulation or any
governmental or regulatory body material to the business of Company;
(4) conviction or a guilty plea or nolo contendere plea to a
felony;
(5) the loss, revocation or suspension of any license or
certification of the Employee necessary for the Employee to discharge the
Employee's duties on behalf of Company;
(6) acts or omissions by the Employee which jeopardize any
governmental registration, license, permit or other governmental permission
material to the business of Company in any jurisdiction in which Company does
business or seeks to do business;
(7) repeated and persistent failure to abide by the policies
established by Company after written warning from the Company;
(8) any acts of violence or threats of violence made by the
Employee against Company or anyone associated with Company's business;
(9) the solicitation or acceptance of payment or gratuity from
any existing or potential customer or supplier of Company without the prior
written consent of the President of Company;
(10) failure to disclose any fact material to Company's
decision to enter into this Agreement including, without limitation, failure to
disclose any criminal or civil fraud charges brought against Employee at any
time or failure to disclose a prior business or personal bankruptcy action
involving Employee;
(11) drug dependency or habitual insobriety; or
(12) gross incompetence.
c. In the event of termination for cause, the Employee shall be paid
the Employee's salary through the Effective Date of Termination. After the
Effective Date of Termination, the Employee shall not be entitled to accrue or
vest in any further salary, severance pay, benefits, fringe benefits or
entitlements except as may be required by statute or regulation of any agency or
competent jurisdiction.
d. This Agreement shall terminate automatically in the event that:
(i) Employee fails or is unable to perform Employee's duties due to injury,
illness or other incapacity for ninety (90) days in any twelve (12) month period
(except that Employee may be entitled to disability payments pursuant to
Company's disability plan, if any); or (ii) Death of Employee.
e. In the event of termination of Employee's employment for any
reason, Employee shall be required to seek other employment in order to mitigate
any damages resulting from the breach of this Agreement, including, but not
limited to any right to salary, bonuses or any other perquisite of employment
provided to Employee by Company.
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7. Covenant of Confidentiality. All documents, records, files, manuals,
forms, materials, supplies, computer programs, trade secrets, customer lists,
and other information which comes into Employee's possession from time to time
during Employee's employment by Company, and/or any of Company's subsidiaries or
affiliates, shall be deemed to be confidential and proprietary to Company and
shall remain the sole and exclusive property of Company. Employee acknowledges
that all such confidential and proprietary information is confidential and
proprietary and not readily available to Company's business competitors. On the
Effective Date of Termination of the employment relationship or at such other
date specified by Company, Employee agrees that he will return to Company all
such confidential and proprietary items (including, but not limited to, business
cards, keys, business plans, marketing plans, financial projections, etc.) in
his control or possession, and all copies thereof, and that he will not remove
any such items from the offices of Company. It is the intention of the parties
that the broadest possible protection be given to Company's trade secrets and
proprietary information and nothing in this Section 7 shall in any way be
construed to narrow or limit the protection and remedies afforded by the Uniform
Trade Secrets Act.
8. Covenant of Non-Disclosure. Without the prior written approval of
Company, Employee shall keep confidential and not disclose or otherwise make use
of any of the confidential or proprietary information or trade secrets referred
to in Section 7 nor reveal the same to any third party whomsoever, except as
required by law.
9. Covenant of Non-Solicitation.
a. Employees. During the Term of this Agreement and for a period of
two (2) years following the effective date of termination of the employment
relationship, Employee, either on Employee's own account or for any person,
firm, company or other entity, shall not solicit, interfere with or induce, or
attempt to induce, any employee of Company, or any of its subsidiaries or
affiliates to leave their employment or to breach their employment agreement, if
any, with Company.
b. Customers. During the Term of this Agreement and for a period the
longer of (i) one (1) year following the effective date of termination of the
employment relationship or (ii) the time the Covenant Against Competition
(defined below) remains in effect, Employee, either on Employee's own account or
for any person, firm, company or other entity, shall not solicit or induce, or
attempt to induce, any customer of Company to purchase any products or services
which compete with any products or services offered by Company at the time of
the termination of the employment relationship.
10. Covenant of Cooperation. Employee agrees to cooperate with Company in
any litigation or administrative proceedings involving any matters with which
Employee was involved during his employment by Company. Company shall reimburse
Employee for reasonable expenses incurred in providing such assistance.
11. Covenant Against Competition.
a. Scope and Term. During the Term of this Agreement and for an
additional period ending ninety (90) days following the Effective Date of
Termination or expiration of the employment relationship, Employee shall not
directly or indirectly engage in or become a partner, officer, principal,
employee, consultant, investor, creditor or stockholder of any business,
proprietorship, association, firm, corporation or any other business entity
which is engaged or proposes to engage or hereafter engages in any business
which directly competes with the business of Company and/or any of Company's
subsidiaries or affiliates in any geographic area in which Company conducts
business at the time of the termination or expiration of the employment
relationship. Notwithstanding the foregoing, nothing contained herein shall
prevent Employee from engaging in a business or accepting employment with a
business that does not sell to the gaming industry.
b. Option to Extend Term. After the expiration of the ninety (90)
day term specified in subsection (a) above, in consideration of the Supplemental
Payments provided in subsection (c) below, Company shall have the option of
extending the term of this Covenant for an additional period ending the earlier
of (i) two (2) years following the effective date of the termination or
expiration of the employment relationship, or (ii) the date Company discontinues
the supplemental payments specified in subsection (c) below. To exercise this
option, Company shall provide written notice to Employee on or before fifteen
(15) days prior to the expiration of the ninety (90) day term specified in
subsection (a) above.
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c. Supplemental Payments. After the expiration of the ninety (90)
day term specified in subsection (a) above, and so long as Company desires this
Covenant Against Competition to remain in full force (not to exceed a period of
one (1) year from the effective date of termination), Company shall pay to
Employee:
(1) Upon termination without cause pursuant to Section 6(a)
above or upon expiration of this Agreement pursuant to Section 1 above, a sum
each month equal to seventy-five percent (75%) of Employee's Base Monthly
Salary; or
(2) Upon termination by Employee or for just cause pursuant to
Section 6(b) above, a sum each month equal to fifty percent (50%) of Employee's
Base Monthly Salary.
d. Base Monthly Salary Defined. For purposes of this Agreement,
"Base Monthly Salary" means one-twelfth (1/12) of Employee's Base Annual Salary
specified in Section 5(a) above. If there is no Base Annual Salary specified in
Section 5(a) or at the time of termination or expiration of this Agreement
Employee was not entitled to receive a Base Annual Salary, "Base Monthly Salary"
means the average monthly compensation paid to Employee by Company during the
time of his/her employment by Company.
e. Acknowledgement. Both parties acknowledge that this Covenant only
restricts employee's re-employment in the gaming industry and does not affect
Employee's employment opportunities in the non-gaming industry. Both parties
further acknowledge that the employment opportunities in the gaming industry
represent only a small fraction of employment opportunities in the non-gaming
industry. Employee acknowledges that the scope and term of this Covenant Against
Competition are reasonable under the circumstances and the consideration
provided by this Agreement is sufficient remuneration for the limited
restriction this Covenant imposes on Employee's future employment opportunities.
12. Rights to Inventions.
a. Inventions Defined. "Inventions" means discoveries, concepts, and
ideas, whether patentable or not, relating to any present or prospective
activities of Company, including without limitation devices, processes, methods,
formulae, techniques, and any improvements to the foregoing.
b. Application. This Section 12 shall apply to all Inventions made
or conceived by Employee, whether or not during the hours of his employment or
with the use of Company facilities, materials, or personnel, either solely or
jointly with others, during the Term of his employment by Company.
c. Assignment. Employee hereby assigns and agrees to assign to
Company all of his rights to Inventions and to all proprietary rights therein,
based thereon or related thereto, including without limitation applications for
United States and foreign letters patent and resulting letters patent.
d. Reports. Employee shall inform Company promptly and fully of each
Invention by a written report, setting forth in detail the structures,
procedures, and methodology employed and the results achieved ("Notice of
Invention"). In addition, a report shall also be submitted by Employee upon
completion of any study or research project undertaken on Company's behalf,
whether or not in the Employee's opinion a given study or project has resulted
in an Invention.
e. Patents. At Company's request and expense, Employee shall execute
such documents and provide such assistance as may be deemed necessary by Company
to apply for, defend or enforce any United States and foreign letters patent
based on or related to such Inventions.
13. Remedies. Notwithstanding any other provision in this Agreement to the
contrary, Employee acknowledges and agrees that if Employee commits a material
breach of the Covenant of Confidentiality (Section 7), Covenant of
Non-Disclosure (Section 8), Covenant of Non-Solicitation (Section 9), Covenant
of Cooperation (Section 10), Covenant Against Competition (Section 11), or
Rights to Inventions (Section 12), Company shall have the right to have the
obligations of Employee specifically enforced by any court having jurisdiction
on the grounds that any such breach will cause irreparable injury to Company and
money damages will not provide an adequate remedy. Such equitable remedies shall
be in addition to any other remedies at law or equity, all of which remedies
shall be cumulative and not exclusive. Employee further acknowledges and agrees
that the obligations contained in Sections 7 through 12, of this Agreement are
fair, do not unreasonably restrict Employee's future employment and business
opportunities, and are commensurate with the compensation arrangements set out
in this Agreement.
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14. Survivability. Sections 7 through 13, of this Agreement shall survive
termination of the employment relationship and this Agreement.
15. General Provisions.
a. Arbitration. Any controversy involving the construction,
application, enforceability or breach of any of the terms, provisions, or
conditions of this Agreement, including without limitation claims for breach of
contract, violation of public policy, breach of implied covenant, intentional
infliction of emotional distress or any other alleged claims which are not
settled by mutual agreement of the parties, shall be submitted to final and
binding arbitration in accordance with the rules of the American Arbitration
Association at Las Vegas, Nevada. The cost of arbitration shall be borne by the
losing party. In consideration of each party's agreement to submit to
arbitration any and all disputes that arise under this Agreement, each party
agrees that the arbitration provisions of this Agreement shall constitute
his/its exclusive remedy and each party expressly waives the right to pursue
redress of any kind in any other forum. The parties further agree that the
arbitrator acting hereunder shall not be empowered to add to, subtract from,
delete or in any other way modify the terms of this Agreement. Notwithstanding
the foregoing, any party shall have the limited right to seek equitable relief
in the form of a temporary restraining order or preliminary injunction in a
court of competent jurisdiction to protect itself from actual or threatened
irreparable injury resulting from an alleged breach of this Agreement pending a
final decision in arbitration.
b. Authorization. Company and Employee each represent and warrant to
the other that he/she/it has the authority, power and right to deliver, execute
and fully perform the terms of this Agreement.
c. Entire Agreement. Employee understands and acknowledges that this
document constitutes the entire agreement between Employee and Company with
regard to Employee's employment by Company and Employee's post-employment
activities concerning Company. This Agreement supersedes any and all other
written and oral agreements between the parties with respect to the subject
matter hereof. Any and all prior agreements, promises, negotiations, or
representations, either written or oral, relating to the subject matter of this
Agreement not expressly set forth in this Agreement are of no force and effect.
This Agreement may be altered, amended, or modified only in writing signed by
all of the parties hereto. Any oral representations or modifications concerning
this instrument shall be of no force and effect.
d. Severability. If any term, provision, covenant, or condition of
this Agreement is held by a court or other tribunal of competent jurisdiction to
be invalid, void, or unenforceable, the remainder of such provisions and all of
the remaining provisions hereof shall remain in full force and effect to the
fullest extent permitted by law and shall in no way be affected, impaired, or
invalidated as a result of such decision.
e. Governing Law. Except to the extent that federal law may preempt
Nevada law, this Agreement and the rights and obligations hereunder shall be
governed, construed and enforced in accordance with the laws of the State of
Nevada.
f. Taxes. All compensation payable hereunder is gross and shall be
subject to such withholding taxes and other taxes as may be provided by law.
Employee shall be responsible for the payment of all taxes attributable to the
compensation provided by this Agreement except for those taxes required by law
to be paid or withheld by Company.
g. Assignment. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of Company. Employee may not sell,
transfer, assign, or pledge any of his rights or interests pursuant to this
Agreement.
h. Waiver. Either party's failure to enforce any provision or
provisions of this Agreement shall not in any way be construed as a waiver of
any such provision or provisions, or prevent that party thereafter from
enforcing such provision or provisions and each and every other provision of
this Agreement.
i. Captions. Titles and headings to sections in this Agreement are
for the purpose of reference only and shall in no way limit, define, or
otherwise affect any provisions contained therein.
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j. Breach - Right to Cure. A party shall be deemed in breach of this
Agreement only upon the failure to perform any obligation under this Agreement
after receipt of written notice of breach and failure to cure such breach within
ten (10) days thereafter; provided, however, such notice shall not be required
where a breach or threatened breach would cause irreparable harm to the other
party and such other party may immediately seek equitable relief in a court of
competent jurisdiction to enjoin such breach.
16. Acknowledgement. Employee acknowledges that he has been given a
reasonable period of time to review this Agreement before signing it. Employee
certifies that he has fully read, has received an explanation of, and completely
understands the terms, nature, and effect of this Agreement. Employee further
acknowledges that he is executing this Agreement freely, knowingly, and
voluntarily and that Employee's execution of this Agreement is not the result of
any fraud, duress, mistake, or undue influence whatsoever. In executing this
Agreement, Employee does not rely on any inducements, promises, or
representations by Company other than the terms and conditions of this
Agreement.
17. Effective Only Upon Execution by Authorized Officer of Company. This
Agreement shall have no force or effect and shall be unenforceable in its
entirety until (i) it is approved by the Compensation Committee and Board of
Directors of Company and (ii) it is executed by a duly authorized officer of
Company and such executed Agreement is delivered to Employee.
18. Agreement Subject to Satisfactory Background Investigation. Employee
understands and acknowledges that his employment is subject to the satisfactory
conclusion of a background investigation. Any other provision in this Agreement
to the contrary notwithstanding, Company may terminate this Agreement without
further obligation or liability to Employee if a background investigation of
Employee reveals information that, in the reasonable judgment of Company, (i)
would materially interfere with, impede or impair the efficient and effective
performance of Employee's duties under this Agreement or (ii) could subject
Company to significant disciplinary action or cause Company to lose or become
unable to obtain or reinstate any federal, state and/or foreign registration,
license or approval material to Company's business or the business of any
subsidiary of the Company.
IN WITNESS WHEREOF, the parties hereto have read, understood, and
voluntarily executed this Agreement as of the day and year first above written.
Employee Gaming & Entertainment Group, Inc.
By: /s/ Will McMaster By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- ----------------------------------
Will XxXxxxxx Xxxxxxx X. Xxxxxx
President
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EXHIBIT A
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GAMING & ENTERTAINMENT GROUP, INC.
2003 STOCK OPTION AND INCENTIVE PLAN
OPTION GRANT
Optionee: Will McMaster Date of Grant: August 8, 2003
Grant No: 2003-18 Exercise Price: $0.75
Type of Option: Incentive Option(1) Number of Shares: 100,000
Term of Option: Commencing on the Date of Grant and expiring on the tenth
anniversary date of this option grant(2)
Subject to the terms, conditions and restrictions of the 2003 Stock Option
and Incentive Plan (the "Plan") and this Option Grant, Gaming & Entertainment
Group, Inc. (the "Company") hereby grants an option (the "Option") to purchase
the above-referenced number of shares of common stock, $.001 par value ("Common
Stock"), of the Company exercisable at the exercise price stated above.
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to them in the Plan.
The Option granted hereunder shall be exercisable only to the extent it
has vested. Each installment of the Option shall vest on the vesting date(s) set
forth below so long as Optionee continues to have an uninterrupted Relationship
with the Company or a Subsidiary up to, and including, each such respective
scheduled vesting date. Optionee will only have the right to exercise any vested
portion(s) of the Option. If Optionee ceases to have a Relationship with the
Company or a Subsidiary up to, and including, the date upon which all or any
installment of the option vest(s), the Optionee shall have no right, nor be
entitled, to exercise the unvested portion of the Option. The vesting schedule
for the Option under this Option Grant is as follows:
August 8, 2003 -- 25% of the Option vests
Each month during the -- 1/24 or 3,125 of the shares
following 24 months subject to the Option vest
The Option shall not be assigned, pledged, sold, encumbered, transferred
or otherwise disposed of by Optionee, either voluntarily or by operation of law,
other than by will or the laws of descent and distribution, and during the
lifetime of Optionee the Option shall be exercisable only by such Optionee. Any
attempted assignment, pledge, sale, encumbrance, transfer or other disposition
of the Option, other than in accordance with the terms set forth herein, shall
be null and void, and of no effect.
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(1) In order to qualify as an Incentive Option, numerous conditions must be
met, including the approval of the Plan by the stockholders of the Company
within twelve months after the date of adoption of the Plan by the Board.
Neither the Committee, the Board nor the Company shall have any liability
if the Option does not qualify as an Incentive Option. Any portion of the
Option that does not qualify as an Incentive Option shall be deemed to be
a Nonstatutory Option.
(2) The Option shall terminate in accordance with the Plan.
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NOTE: A COPY OF THE PLAN IS ATTACHED. THE PLAN DETAILS THE TERMS, CONDITIONS AND
RESTRICTIONS OF THE OPTION AND THE UNDERLYING SHARES OF COMMON STOCK, AND SHOULD
BE CAREFULLY READ IN ITS ENTIRETY. IN ADDITION, THIS OPTION GRANT MAY CONTAIN
ADDITIONAL TERMS, CONDITIONS AND RESTRICTIONS OF THE OPTION AND THE UNDERLYING
SHARES OF COMMON STOCK. IF THERE IS ANY QUESTION, AMBIGUITY OR CONTRADICTION IN
THIS OPTION GRANT, THE LANGUAGE OF THE PLAN SHALL GOVERN.
IN WITNESS WHEREOF, the undersigned executes this Option Grant as of the
date first set forth above:
GAMING & ENTERTAINMENT GROUP, INC.,
A NEVADA CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx
President
ACCEPTED AND AGREE TO AS OF THE DATE OF GRANT:
Signature: Passport or Other
Government Issued
Identification Number:
/s/ Will McMaster
------------------- ---------------------
Residence Address:
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(street address) (city, state, zip code)
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