Galaxy Gaming, Inc.
AMENDED AND RESTATED
2014 EQUITY INCENTIVE PLAN
General
Awards
Shares Subject to Plan
Change in Control
Notwithstanding the foregoing provisions of this Section 4.1, pursuant to its discretionary powers described in Section 5.2, the Committee may provide in any award that the vesting of an award under the Plan shall not automatically be accelerated upon a Change in Control and that such acceleration shall only occur if directed by the Committee in its sole discretion. The Committee may also provide in any award that vesting of an award under the Plan may be accelerated upon Participant’s involuntary Termination of Service for reasons other than Cause.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because fifty percent (50%) or more of the combined voting power of the then outstanding Voting Securities of the Company is acquired: (1) by a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the Company; (2) by any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock immediately prior to such acquisition; (3) in a conveyance by a party owning 50% or more of the total voting power represented by the Company’s then-outstanding voting securities (the “Majority Owner”) to one or more entities controlled by or under common control with such Majority Owner, or conveyances between any such entities controlled by or under common control with such Majority Owner, unless or until the Majority Owner ceases to own, directly or indirectly, 50% or more of the total voting power represented by the Company’s then-outstanding voting securities; or (4) in a transaction or series of transactions involving Triangulum Partners, LLC (and any of its successors or assignees) and/or Robert Saucier personally, wherein transfers of shares, and any voting or dispositive rights related thereto, of the Company’s common stock are made to certain third parties for the sole purposes of advancing the gaming regulatory licensing .
In the event that any award under the Plan, constitutes Deferred Compensation, and the settlement of, or distribution of benefits under such award is to be triggered by a Change in Control, then such settlement or distribution shall be subject to the event constituting the Change in Control also constituting a “change in the ownership” or “change in the effective control” of the Company, as permitted under Code Section 409A.
Committee
Amendment and Termination
General Terms
Galaxy Gaming, Inc.
6480 Cameron Street, Suite 305
Las Vegas, Nevada 89118
Fax: (702) 938-1751
Such notices, demands, claims and other communications shall be deemed given:
provided, however, that in no event shall any such communications be deemed to be given later than the date they are actually received, provided they are actually received. In the event a communication is not received, it shall only be deemed received upon the showing of an original of the applicable receipt, registration or confirmation from the applicable delivery service provider. Communications that are to be delivered by the U.S. mail or by overnight service to the Company shall be directed to the attention of the Company’s senior human resource officer and Corporate Secretary.
Defined Terms; CONSTRUCTION
As approved by Board of Directors of the Company effective as of January 1, 2024