0001104659-05-063190 Sample Contracts

STOCK OPTION AGREEMENT
Stock Option Agreement • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation • Nevada

STOCK OPTION AGREEMENT (this “Agreement”) dated as of the Grant Date specified above between Alliance Gaming Corporation, a Nevada corporation (the “Company”), and the Optionee specified above, pursuant to the Plan specified above as in effect and as amended from time to time.

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation • Nevada

RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of the Grant Date specified above between Alliance Gaming Corporation, a Nevada corporation (the “Company”), and the Grantee specified above, pursuant to the Plan specified above as in effect and as amended from time to time.

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation • Nevada

RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of the Grant Date specified above between Alliance Gaming Corporation, a Nevada corporation (the “Company”), and the Grantee specified above, pursuant to the Plan specified above as in effect and as amended from time to time.

ALLIANCE GAMING CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation • Nevada

STOCK OPTION AGREEMENT dated as of the Grant Date specified above between Alliance Gaming Corporation, a Nevada corporation (the “Company”), and the Optionee specified above, pursuant to the Plan specified above as in effect and as amended from time to time.

AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation • Nevada

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Amendment”) is dated as of December 30, 2004, and is being entered into by and among Alliance Gaming Corporation, a Nevada corporation (“Buyer”), Sierra Design Group, a Nevada corporation (the “Company”), Robert Luciano (“Luciano”) and Robert Luciano, as trustee of the Robert Luciano Family Trust dated February 27, 1995, as amended, as sole stockholder of the Company (“Seller”).

STOCK OPTION AGREEMENT
Stock Option Agreement • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation • Nevada

STOCK OPTION AGREEMENT (this “Agreement”) dated as of the Grant Date specified above between Alliance Gaming Corporation, a Nevada corporation (the “Company”), and the Optionee specified above, pursuant to the Plan specified above as in effect and as amended from time to time.

ALLIANCE GAMING CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation • Nevada

STOCK OPTION AGREEMENT dated as of the Grant Date specified above between Alliance Gaming Corporation, a Nevada corporation (the “Company”), and the Optionee specified above, pursuant to the Plan specified above as in effect and as amended from time to time.

SECOND AMENDMENT TO HADDRILL EMPLOYMENT AGREEMENT
Haddrill Employment Agreement • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation

This Second Amendment to the Employment Agreement (the “Second Amendment”) is made and entered into as of June 13, 2005 (the “Effective Date”), by and between Alliance Gaming Corporation, a Nevada corporation (the “Company”), and Richard Haddrill (“Haddrill”).

Contract
Rights Agreement • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation

AMENDMENT NO. 1 DATED September 15, 1998 TO RIGHTS AGREEMENT, dated as of March 9,1998 between ALLIANCE GAMING CORPORATION, a Nevada corporation, and AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent (the “Agreement”, terms defined therein having the same meanings when used herein).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation • Nevada

EXECUTIVE EMPLOYMENT AGREEMENT dated as of March 9, 2005, by and between BALLY GAMING, INC., a Nevada corporation, 6601 South Bermuda Road, Las Vegas, Nevada 89119 (“Bally” or the “Company”), and RAMESH SRINIVASAN, 1509 Monarch Drive, Marietta, GA 30062 (the “Executive”).

AMENDMENT NO. 1 TO LOAN AGREEMENT
Loan Agreement • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation
RAINBOW CASINO-VICKSBURG PARTNERSHIP, L.P. (A Mississippi Limited Partnership)
Rainbow Casino • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation • Mississippi

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of March 29, 1995 (the “Agreement”), is entered into by and between United Gaming Rainbow, a Nevada corporation (“UGR”), as general partner, and The Rainbow Casino Corporation, a Mississippi corporation, as limited partner (“RCC” or the “Limited Partner”).

ALLIANCE GAMING CORPORATION STOCK OPTION AGREEMENT
Alliance Gaming Corporation Stock Option Agreement • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation • Nevada

STOCK OPTION AGREEMENT dated as of the Grant Date specified above between Alliance Gaming Corporation, a Nevada corporation (the “Company”), and the Optionee specified above, pursuant to the Plan specified above as in effect and as amended from time to time.

SECOND AMENDMENT TO TRADEMARK LICENSE AGREEMENT AND SETTLEMENT AGREEMENT
Trademark License Agreement • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation • New Jersey

This Agreement is made the 31st day of March 1995, by and between Bally Entertainment Corporation (“Bally”), and Bally Gaming International, Inc. and Bally Gaming, Inc. (collectively, “BGI”).

Robert Luciano RE: Employment Agreement Dear Mr. Luciano:
Alliance Gaming Corp • December 30th, 2005 • Services-miscellaneous amusement & recreation

Bally Gaining, Inc. (“Bally”), is pleased to offer you employment for Sierra Design Group under the following terms and conditions effective on March 2, 2004 (the “Effective Date”). This offer is not intended to, and if accepted it will not, create an agreement of employment for any specific term or otherwise alter the at-will nature of your employment relationship with Bally. Either you or Bally may terminate your employment at any time with or without cause.

PREPAYMENT AGREEMENT
Prepayment Agreement • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation • Nevada

THIS PREPAYMENT AGREEMENT is dated as of June 28, 2005, and is being entered into by and among Alliance Gaming Corporation, a Nevada corporation (“Alliance”), Robert Luciano, Jr. (“Luciano”), and Luciano, as trustee of the Robert Luciano Family Trust dated February 27, 1995, as amended (“Holder”).

CASINO MANAGEMENT AGREEMENT
Casino Management Agreement • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation • Mississippi

CASINO MANAGEMENT AGREEMENT (the “Agreement”) made and entered into as of October 28, 1993 by and among RAINBOW CASINO PARTNERSHIP-VICKSBURG, L.P., a Mississippi limited partnership (the “Partnership”), MISSISSIPPI VENTURES, INC., a Nevada corporation (the “Manager”), and THE RAINBOW CASINO CORPORATION, a Mississippi corporation (“Rainbow”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2005 • Alliance Gaming Corp • Services-miscellaneous amusement & recreation

This Amendment to that certain employment letter dated as of March 2, 2004 (the “Employment Agreement”), by and between Alliance Gaming Corporation, a Nevada corporation (the “Company”‘), and Robert Luciano (“Luciano”), is made and entered into as of April 13, 2005 (the “Effective Date”) by and between the Company and Luciano (the “Amendment”).

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