As filed with the Securities and Exchange Commission on January 24, 2020

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ACCEL ENTERTAINMENT, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   98-1350261

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

140 Tower Drive

Burr Ridge, Illinois 60527

(630) 972 -2235

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Accel Entertainment, Inc. 2011 Equity Incentive Plan

Accel Entertainment, Inc. 2016 Equity Incentive Plan

Accel Entertainment, Inc. Long Term Incentive Plan

(Full title of the plans)

Derek Harmer

Secretary

140 Tower Drive

Burr Ridge, Illinois 60527

(630) 972 -2235

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Nicolas H.R. Dumont, Esq.

Fenwick & West LLP

902 Broadway, Suite 14

New York, NY 10010

(212) 430-2600

 

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐    Accelerated filer   ☒
Non-accelerated filer   ☐    Smaller reporting company   ☐
     Emerging growth company   ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Securities
to be Registered 		  Amount
to be
Registered(1) 		  Proposed
Maximum
Offering Price
Per Share 		 

Proposed

Maximum
Aggregate
Offering Price

  Amount of
Registration Fee

Class A-1 Common Stock, par value $0.0001 per share

  6,000,000(2)   $11.94(3)   $71,640,000.00(3)   $9,298.87

Class A-1 Common Stock, par value $0.0001 per share

  407,363(4)   $2.09(5)   $851,388.67(5)   $110.51

Class A-1 Common Stock, par value $0.0001 per share

  821,036(6)   $3.32(7)   $2,725,839.52(7)   $353.81

TOTAL

  7,228,399       $75,217,228.19   $9,763.19

 

 

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that becomes issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2)

Represents shares of Class A-1 Common Stock, par value $0.0001 per share of Accel Entertainment, Inc. (the “Class A-1 Common Stock”) reserved for issuance under the Accel Entertainment, Inc. Long Term Incentive Plan (the “LTIP”).

(3)

The proposed maximum aggregate offering price of the Class A-1 Common Stock was calculated based upon the market value for shares of the Class A-1 Common Stock in accordance with Rule 457(c) and (h) under the Securities Act using the average of the high and low sales prices per share reported by The New York Stock Exchange on January 17, 2020.

(4)

Represents shares of Class A-1 Common Stock that remained reserved for issuance upon the exercise of options previously granted under the Accel Entertainment, Inc. 2011 Equity Incentive Plan (the “2011 Plan”).

(5)

Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act on the basis of the weighted average exercise price for stock options outstanding under the 2011 Plan granted by the Registrant as of the date of this Registration Statement.

(6)

Represents shares of Class A-1 Common Stock that remained reserved for issuance upon the exercise of options previously granted under the Accel Entertainment, Inc. 2016 Equity Incentive Plan (the “2016 Plan”).

(7)

Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act on the basis of the weighted average exercise price for stock options outstanding under the 2016 Plan granted by the Registrant as of the date of this Registration Statement.

 

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act of 1933, as amended (the “Securities Act”) and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated herein by reference:

 

  (a)

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the Commission on February 13, 2019 (as amended by the Registrant’s Form 10-K/A filed with the Commission on August 26, 2019);

 

  (b)

the Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2019, filed with the Commission on May  8, 2019; June 30, 2019, filed with the Commission on August  2, 2019; and September 30, 2019, filed with the Commission on November 1, 2019;

 

  (c)

the Definitive Proxy Statement/Prospectus filed with the SEC on October 30, 2019;

 

  (d)

the Registrant’s Current Reports on Form 8-K filed with the Commission on May 24, 2019, June  13, 2019, July 24, 2019, August  19, 2019, September 3, 2019, September 4, 2019, September 4, 2019, September  9, 2019, September 20, 2019, October 15, 2019, November 7, 2019, November  14, 2019, November 15, 2019 and November 26, 2019; and

 

  (e)

the description of the Registrant’s Common Stock which is contained in the Registrant’s registration statement on Form 8-A filed on June 26, 2017 (File No. 001-38136) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the DGCL, as amended, authorizes the Registrant to indemnify any director or officer under certain

prescribed circumstances and subject to certain limitations against certain costs and expenses, including attorney’s fees actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which a person is a party by reason of being one of the Registrant’s directors or officers if it is determined that such person acted in accordance with the applicable standard of conduct set forth in such statutory provisions.

The Registrant’s Amended and Restated Certificate of Incorporation provides that its officers and directors are indemnified by the Registrant to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, the Registrant’s Amended and Restated Certificate of Incorporation provides that its directors will not be personally liable for monetary damages to the Registrant or its stockholders for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to the Registrant or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

The Registrant’s Bylaws permit it to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. The Registrant has purchased a policy of directors’ and officers’ liability insurance that insures its officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures the Registrant against its obligations to indemnify its officers and directors. In addition, The Registrant has entered into indemnification agreements with each of its officers and directors, a form of which is incorporated by reference into this registration statement. These agreements require the Registrant to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Registrant, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

See also the undertakings set out in response to Item 9 hereof.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed herewith:

 

Exhibit         Incorporated by Reference    Filed

Number

  

Exhibit Description

  

Form

  

File No.

  

Exhibit

  

Filing Date

  

Herewith

  4.1    Amended and Restated Certificate of Incorporation of the Registrant    8-K    001-38136    3.2    November 26,
2019 		  
  4.2    Amended and Restated Bylaws of the Registrant    8-K    001-38136    3.3    November 26,
2019 		  
  4.3    Accel Entertainment, Inc. Long Term Incentive Plan    8-K    001-38136    10.1    November 26,
2019 		  
  4.4    Accel Entertainment, Inc. 2011 Equity Incentive Plan                X
  4.5    Accel Entertainment, Inc. 2016 Equity Incentive Plan                X
  5.1    Opinion of Fenwick & West LLP                X
23.1    Consent of Fenwick & West LLP (contained in Exhibit 5.1)                X

23.2    Consent of KPMG LLP, Independent Registered Public Accounting Firm for TPG Pace Holdings Corp.                  X  
23.3    Consent of KPMG LLP, Independent Registered Public Accounting Firm for Accel Entertainment, Inc.                  X  
23.4    Consent of RSM US LLP, Independent Auditor for Grand River Jackpot, LLC                  X  
24.1    Power of Attorney (included on the signature page to this Registration Statement)                  X  

Item 9. Undertakings.

 

  A.

The undersigned Registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.

Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

  B.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

  C.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burr Ridge, Illinois on January 23, 2020.

 

ACCEL ENTERTAINMENT, INC.
By:  

/s/ Andrew Rubenstein

  Andrew Rubenstein
  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Derek Harmer and Brian Carroll, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Name

  

Title

 

Date

/s/ Andrew Rubenstein

   President, Chief Executive Officer and Director
(Principal Executive Officer) 		  January 23, 2020
Andrew Rubenstein

/s/ Brian Carroll

   Chief Financial Officer
(Principal Financial Officer) 		  January 23, 2020
Brian Carroll

/s/ Brian Sampias

  

Controller

(Principal Accounting Officer)

  January 23, 2020
Brian Sampias

/s/ Karl Peterson

   Director   January 23, 2020
Karl Peterson

/s/ Kathleen Philips

   Director   January 23, 2020
Kathleen Philips

/s/ David W. Ruttenberg

   Director   January 23, 2020
David W. Ruttenberg

/s/ Eden Godsoe

   Director   January 23, 2020
Eden Godsoe

/s/ Kenneth B. Rotman

   Director   January 23, 2020
Kenneth B. Rotman

/s/ Gordon Rubenstein

   Director   January 23, 2020
Gordon Rubenstein

Exhibit 4.4

ACCEL ENTERTAINMENT, INC.

2011 EQUITY INCENTIVE PLAN

 

  1.

Purposes of the Plan.

The purposes of this 2011 Equity Incentive Plan of Accel Entertainment, Inc. (the “Company”) are to promote the interests of the Company and its stockholders by strengthening the Company’s ability to attract, motivate, and retain employees, directors, and consultants of exceptional ability and to provide a means to encourage stock ownership and a proprietary interest in the Company to selected employees, directors, and consultants of the Company and its Subsidiaries upon whose judgment, initiative, and efforts the financial success and growth of the business of the Company largely depend.

 

  2.

Definitions.

 

  (a)

“Board” means the Board of Directors of the Company.

 

  (b)

“Cause” means any cause for unilateral termination of employment by the Company based on employee misconduct, as specified in a Participant’s employment agreement with the Company, or, for any Participant not party to an employment agreement with the Company, means (i) material failure to perform employment duties (not as a consequence of any illness, accident or other disability), (ii) continued, willful failure to carry out any reasonable lawful direction of the Company, (iii) diverting or usurping a corporate opportunity of the Company, (iv) gross negligence or recklessness in performance of employment duties, (v) serious misconduct which causes material injury to the Company or its reputation, including, but not limited to, willful or gross misconduct toward any of the Company’s other employees, and (vi) commission of a felony or any crime involving moral turpitude.

 

  (c)

“Code” means the Internal Revenue Code of 1986, as amended.

 

  (d)

“Committee” means the Committee appointed by the Board; provided, that if no committee is appointed, all references herein to the “Committee” will mean the Board acting in such capacity.

 

  (e)

“Common Stock” means the Common Stock of the Company.

 

  (f)

“Company” means Accel Entertainment, Inc., an Illinois corporation.

 

  (g)

“Eligible Person” means any person who, at the time of the grant under this Plan, is an employee, director, or consultant of the Company or any Subsidiary.

 

  (h)

“Fair Market Value” means the value of a share of Common Stock as of the relevant time of reference, as determined as follows. If the Common Stock is then publicly traded, Fair Market Value will be (i) the last sale price, on the preceding business day, of a share of Common Stock on the principal national securities exchange on which the Common Stock is traded, if the

  Common Stock is then traded on a national securities exchange; or (ii) the last sale price, on the preceding business day, of the Common Stock reported in The NASDAQ Stock Market’s National Market, if the Common Stock is not then traded on a national securities exchange; or (iii) the average of the closing bid and asked prices, on the preceding business day, for the Common Stock quoted by an established quotation service for over-the-counter securities, if the Common Stock is not then traded on a national securities exchange or reported in The NASDAQ Stock Market’s National Market. If the Common Stock is not then publicly traded, Fair Market Value will be the fair value of a share of the Common Stock as determined by the Committee, taking into consideration such factors as it deems appropriate.

 

  (i)

“Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” under Section 422A of the Code and regulations thereunder.

 

  (j)

“Option” means an Incentive Stock Option or a nonqualified stock option.

 

  (k)

“Participant” means any Eligible Person selected to receive an Option, Restricted Stock Award or SAR pursuant to Section 5.

 

  (l)

“Plan” means the Accel Entertainment, Inc. 2011 Equity Incentive Plan, as it may be amended and/or restated and in effect from time to time.

 

  (m)

“Restricted Stock Award” means a right to the grant or purchase, at a price determined by the Committee, of Common Stock which is nontransferable and subject to substantial risk of forfeiture until specific conditions of continuing employment or performance are met.

 

  (n)

“SAR” means a stock appreciation right as further described in Section 8.

 

  (o)

“Subsidiary” means any Subsidiary of the Company.

 

  3.

Shares of Common Stock Subject to the Plan.

 

  (a)

Subject to adjustment in accordance with the provisions of Section 3(c) and Section 9 of the Plan, the aggregate number of shares of Common Stock that may be issued or transferred pursuant to Options, Restricted Stock Awards or SARs under the Plan will not exceed ten percent (10%) of the outstanding shares of the Company.

 

  (b)

The shares of Common Stock to be delivered under the Plan will be made available, at the discretion of the Committee, from authorized but unissued shares of Common Stock and/or from previously issued shares of Common Stock reacquired by the Company.

 

  (c)

If shares covered by any Option or SAR cease to be issuable for any reason, and/or shares covered by Restricted Stock Awards are forfeited, such number of shares will no longer be charged against the limitation provided in Section 3(a) and may again be made subject to Options, SARs or Restricted Stock Awards.

 

2

  4.

Administration of the Plan.

 

  (a)

The Plan will be governed by and interpreted and construed in accordance with the internal laws of the State of Illinois (without reference to principles of conflicts or choice of law). The captions of sections of the Plan are for reference only and will not affect the interpretation or construction of the Plan.

 

  (b)

The Plan will be administered by the Committee. The Committee has and may exercise such powers and authority of the Board as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan. The Committee will determine the Eligible Persons to whom, and the time or times at which, Options, Restricted Stock Awards or SARs may be granted and the number of shares of the Common Stock subject to each Option, Restricted Stock Award or SARs. The Committee also has authority (i) to interpret the Plan, (ii) to determine the terms and provisions of the Option, Restricted Stock Award instruments or SARs, and (iii) to make all other determinations necessary or advisable for Plan administration. The Committee has authority to prescribe, amend, and rescind rules relating to the Plan. All interpretations, determinations, and actions by the Committee will be final, conclusive, and binding upon all parties.

 

  (c)

No member of the Committee will be liable for any action taken or determination made in good faith by the Committee with respect to the Plan or any Option, Restricted Stock Award or SAR under it.

 

  5.

Grants.

 

  (a)

The Committee will determine and designate from time to time those Eligible Persons who are to be granted Options, Restricted Stock Awards or SARs, the type of each Option to be granted and the number of shares covered thereby or issuable upon exercise thereof, and the number of shares covered by each Restricted Stock Award or SAR. Each Option, Restricted Stock Award and SAR will be evidenced by a written agreement or instrument and may include any other terms and conditions not inconsistent with the Plan, as the Committee may determine.

 

  (b)

Subject to adjustment in accordance with the provisions of Section 9 of the Plan, no individual may be granted an Incentive Stock Option that becomes exercisable in any one calendar year for shares of Common Stock having an aggregate fair market value (on the date the Incentive Stock Option is granted) that exceeds One Hundred Thousand Dollars ($100,000) (when aggregated with grants under any other stock option plan of the Company).

 

  6.

Terms and Conditions of Stock Options.

 

  (a)

The price at which Common Stock may be purchased by a Participant under an Option will be determined by the Committee but shall not be less than one hundred percent (100%) of the Fair Market Value of the Common Stock on the Grant Date.

 

3

  (b)

Each Option will be exercisable at such time or time, during such periods, and for such numbers of shares as is determined by the Committee and set forth in the agreement or instrument evidencing the Option grant.

 

  (c)

Options may be exercised, in whole or in part, upon payment of the exercise price of the Common Stock to be acquired. Payment will be made (i) in cash (including, without limitation, check, bank draft, money order or wire transfer of immediately available funds); (ii) in any other form of payment determined to be acceptable by the Committee, in its sole discretion. Options may also be exercised upon payment of the exercise price of the Common Stock to be acquired by delivery of the optionee’s promissory note, but only to the extent specifically approved by and in accordance with the policies of the Committee; or (iii) with the consent of the Committee, in the Committee’s sole discretion, shares of Common Stock of the Company having a fair market value equal to the aggregate exercise price of the part of the Option being exercised.

 

  (d)

No fractional shares will be issued pursuant to the exercise of an Option, nor will any cash payment be made in lieu of fractional shares.

 

  7.

Terms and Conditions of Restricted Stock Awards.

 

  (a)

All shares of Common Stock subject to Restricted Stock Awards granted or sold pursuant to the Plan may be issued or transferred for such consideration (which may consist wholly of services) as the Committee may determine, and will be subject to the following conditions:

 

  1.

The shares may not be sold, transferred, or otherwise alienated or hypothecated until the restrictions, if any, are removed or expire, unless the Committee determines otherwise.

 

  2.

The Committee may provide in the agreement or instrument evidencing the grant of the Restricted Stock Awards that the certificates representing shares subject to Restricted Stock Awards granted or sold pursuant to the Plan will be held in escrow by the Company until the restrictions on the shares lapse in accordance with the provisions of subsection (b) of this Section 7.

 

  3.

Each certificate representing shares subject to Restricted Stock Awards granted or sold pursuant to the Plan will bear a legend making appropriate reference to the restrictions, if any, imposed.

 

  4.

The Committee may impose other conditions on any shares subject to Restricted Stock Awards granted or sold pursuant to the Plan as it may deem advisable.

 

  (b)

Any restrictions imposed under subparagraph (a) above upon Restricted Stock Awards will lapse at such time or times, and/or upon the achievement of such predetermined performance objectives as is or are determined by the Committee and set forth in the agreement or instrument evidencing the Restricted Stock Award.

 

4

  (c)

Subject to the provisions of subparagraphs (a) and (b) above, the holder will have all of the rights of a shareholder with respect to the shares covered by Restricted Stock Awards granted, including the right to receive all dividends and other distributions paid or made with respect thereto; provided, however, that if requested by the Company, he or she will execute an irrevocable proxy or enter into a voting agreement with the Company as determined by the Committee for the purpose of granting the Company or its nominee the right to vote all shares that remain subject to restrictions under this Section 7 in the same proportions (for and against) as the outstanding voting shares of the Company that are not subject to such restrictions are voted by the other shareholders of the Company on any matter, unless the Committee determines otherwise.

 

  8.

Terms and Conditions of Stock Appreciation Rights.

 

  (a)

The Committee shall have the authority to grant SARs under this Plan to any Participant, either alone or in tandem with Options. SARs shall be subject to such terms and conditions as the Committee may specify.

 

  (b)

No SAR may be exercised unless the Fair Market Value of a share of Common Stock on the date of exercise exceeds the exercise price of the SAR or, in the case of SARs granted in tandem with Options, any Options to which the SARs correspond. Prior to the exercise of the SAR and delivery of the cash and/or Common Stock represented thereby, the Participant shall have no rights as a stockholder with respect to Common Stock covered by such outstanding SAR.

 

  (c)

SARs granted in tandem with Options shall be exercisable only when, to the extent and on the conditions that any related Option is exercisable. The exercise of an Option shall result in an immediate forfeiture of any related SAR to the extent the Option is exercised, and the exercise of an SAR shall cause an immediate forfeiture of any related Option to the extent the SAR is exercised.

 

  (d)

Upon the exercise of an SAR, the Participant shall be entitled to a distribution in an amount equal to the difference between the Fair Market Value of a share of Common Stock on the date of exercise and the exercise price of the SAR or, in the case of SARs granted in tandem with Options, any Option to which the SAR is related, multiplied by the number of shares of Common Stock as to which the SAR is exercised. The Committee shall decide whether such distribution shall be in cash, in Common Stock having a Fair Market Value equal to such amount or in a combination thereof.

 

  (e)

All SARs will be exercised automatically on the last day prior to the expiration date of the SAR or, in the case of SARs granted in tandem with Options, any related Option, so long as the Fair Market Value of a share of Common Stock

 

5

  on that date exceeds the exercise price of the SAR or any related Option, as applicable. An SAR granted in tandem with Options shall expire at the same time as any related Option expires and shall be transferable only when, and under the same conditions as, any related Option is transferable.

 

  9.

Adjustment Provisions.

 

  (a)

Subject to Section 9(b), if the outstanding shares of Common Stock of the Company are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Common Stock or other securities, through reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other distribution with respect to such shares of Common Stock, or other securities, or as the result of a business combination transaction in which the Company is the surviving corporation, an appropriate and proportionate adjustment will be made in (i) the maximum numbers and kinds of shares provided in Sections 3 and 5, (ii) the numbers and kinds of shares or other securities subject to the then outstanding Options, Restricted Stock Awards and SARs, and (iii) the price for each share or other unit of any other securities subject to then outstanding Options (without change in the aggregate purchase price as to which such Options remain exercisable). In the case of a business combination transaction in which the Company is not the surviving corporation, or in the case of the sale of all or substantially all the property of the Company, and the surviving corporation or purchaser does not elect to assume the obligations of the Company under the Plan, the Plan shall terminate, and all unvested Options granted thereunder shall vest, at the time any such transaction is completed and must be immediately exercisable at the time the transaction is complete.

 

  (b)

Adjustments under this Section 9 will be made by the Committee in accordance with the terms hereof, whose determination as to what adjustments will be made and the extent thereof so as to effectuate the intent of such sections will be final, binding, and conclusive. The Company may, but will not be required to, issue fractional shares by reason of any such adjustments.

 

  10.

General Provisions.

 

  (a)

Nothing in the Plan or any instrument executed pursuant to the Plan will confer upon any Participant any right to continue in the employ of or as a director of or consultant to the Company or any of its Subsidiaries or affect the right of the Company or any Subsidiary to terminate the employment, directorship, or consulting relationship of any Participant at any time, with or without cause.

 

  (b)

No Participant and no beneficiary or other person claiming under or through such Participant will have any right, title, or interest in or to any shares of Common Stock allocated or reserved under the Plan or subject to any Option, except as to such shares of Common Stock, if any, that have been issued or transferred to such Participant.

 

6

  (c)

The Committee may adopt rules regarding the withholding of federal, state, or local taxes of any kind required by law to be withheld with respect to benefits under the Plan. To the extent that the Company is required to withhold federal or state taxes in connection with any benefit realized by a Participant or other person under this Plan, it will be a condition to the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of such taxes required to be withheld which arrangements may include relinquishment of a portion of such benefit.

 

  (d)

The written agreements or instruments evidencing Restricted Stock Awards, Options or SARs granted under the Plan may contain such other provisions as the Committee may deem advisable. Without limiting the foregoing, and if so authorized by the Committee, the Company may, with the consent of the Participant and at any time or from time to time, cancel all or a portion of any Option granted under the Plan then subject to exercise and discharge its obligation with respect to the Option either by payment to the Participant of an amount of cash equal to the excess, if any, of the Fair Market Value, at such time, of the shares subject to the portion of the Option so canceled over the aggregate purchase price specified in the Option covering such shares, or by issuance or transfer to the Participant of shares of Common Stock with a Fair Market Value at such time, equal to any such excess, or by a combination of cash and shares. Upon any such payment of cash or issuance of shares, (i) there will be charged against the aggregate limitations set forth in Section 3(a) a number of shares equal to the number of shares so issued plus the number of shares purchasable with the amount of any cash paid to the Participant on the basis of the Fair Market Value as of the date of payment, and (ii) the number of shares subject to the portion of the Option so canceled, less the number of shares so charged against such limitations, will thereafter be available for other grants.

 

  11.

Amendment and Termination.

 

  (a)

The Board will have the power, in its discretion, to amend, modify, suspend, or terminate the Plan at any time, subject to the rights of holders of outstanding Options, Restricted Stock Awards and SARs on the date of such action.

 

  (b)

The Committee may, with the consent of a Participant, make such modifications in the terms and conditions of an Option, Restricted Stock Award or SAR held by such Participant as it deems advisable.

 

  (c)

No amendment, suspension or termination of the Plan will, without the consent of the Participant, alter, terminate, impair, or adversely affect any right or obligation under any Option, Restricted Stock Award or SAR previously granted to such Participant under the Plan.

 

7

  12.

Effective Date of Plan and Duration of Plan.

The effective date of the Plan is April 13, 2011, the date on which it was approved by the Board and stockholders of the Company. No Option may be granted under the Plan after the tenth (10th) anniversary of such effective date. Subject to the foregoing, Options may be granted under the Plan at any time subsequent to such effective date, provided, however, that (a) no Incentive Option will be exercised or exercisable unless the stockholders of the Company approve the Plan not later than one year from such effective date, and (b) all Incentive Options, if any, issued prior to the date of such stockholders’ approval will contain a reference to such condition.

 

  13.

Shareholders Agreement.

The Board will require that each Eligible Person execute a Shareholders Agreement in a form prepared by and acceptable to the Company as a condition of the exercise of any Option granted pursuant to the Plan, upon being granted a Restricted Stock Award or SAR in which shares of Common Stock are distributed. Such Shareholders Agreement will provide for, among other things, the repurchase of the Common Stock by the Company and the restriction of the transferability of the Common Stock.

 

  14.

Arbitration.

At the election of the Company, any dispute arising under the Plan will be settled by final and binding arbitration conducted in Cook County, Illinois in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration Association. To the extent permitted or required by law, judgment upon the decision rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the decision and an enforcement.

 

8

Exhibit 4.5

ACCEL ENTERTAINMENT, INC.

2016 EQUITY INCENTIVE PLAN

 

  1.

Purposes of the Plan.

The purposes of this 2016 Equity Incentive Plan of Accel Entertainment, Inc. (the “Company”) are to promote the interests of the Company and its stockholders by strengthening the Company’s ability to attract, motivate, and retain employees, directors, and consultants of exceptional ability and to provide a means to encourage stock ownership and a proprietary interest in the Company to selected employees, directors, and consultants of the Company and its Subsidiaries upon whose judgment, initiative, and efforts the financial success and growth of the business of the Company largely depend.

 

  2.

Definitions.

 

  (a)

“Board” means the Board of Directors of the Company.

 

  (b)

“Cause” means any cause for unilateral termination of employment by the Company based on employee misconduct, as specified in a Participant’s employment agreement with the Company, or, for any Participant not party to an employment agreement with the Company, means (i) material failure to perform employment duties (not as a consequence of any illness, accident or other disability), (ii) continued, willful failure to carry out any reasonable lawful direction of the Company, (iii) diverting or usurping a corporate opportunity of the Company, (iv) gross negligence or recklessness in performance of employment duties, (v) serious misconduct which causes material injury to the Company or its reputation, including, but not limited to, willful or gross misconduct toward any of the Company’s other employees, and (vi) commission of a felony or any crime involving moral turpitude.

 

  (c)

“Change in Control” means the consummation of any of the following transactions: (i) a merger, recapitalization or other business combination of the Company with or into another corporation (or other business entity) pursuant to which the Company is not the continuing or surviving corporation or pursuant to which shares of the Common Stock of the Company are converted into cash, securities of another corporation or other entity or other property, other than a transaction in which the holders of the voting capital stock of the Company immediately prior to such transaction (including any preliminary or other transaction relating to such transaction) will continue to own at least fifty percent (50%) of the total voting power of the thenoutstanding securities of the surviving or continuing corporation (or other business entity) immediately after such transaction or (ii) any sale, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

 

  (d)

“Code” means the Internal Revenue Code of 1986, as amended.

  (e)

“Committee” means the Committee appointed by the Board; provided, that if no committee is appointed, all references herein to the “Committee” will mean the Board acting in such capacity.

 

  (f)

“Common Stock” means the Common Stock of the Company.

 

  (g)

“Company” means Accel Entertainment, Inc., an Illinois corporation.

 

  (h)

“Disability” means as that term is defined for purposes of Section 22(e)(3) of the Code.

 

  (i)

“Eligible Person” means any person who, at the time of the grant under this Plan, is an employee, director, or consultant of the Company or any Subsidiary.

 

  (j)

“Fair Market Value” means the value of a share of Common Stock as of the relevant time of reference, as determined as follows. If the Common Stock is then publicly traded, Fair Market Value will be (i) the last sale price, on the preceding business day, of a share of Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or (ii) the last sale price, on the preceding business day, of the Common Stock reported in The NASDAQ Stock Market’s National Market, if the Common Stock is not then traded on a national securities exchange; or (iii) the average of the closing bid and asked prices, on the preceding business day, for the Common Stock quoted by an established quotation service for over-the-counter securities, if the Common Stock is not then traded on a national securities exchange or reported in The NASDAQ Stock Market’s National Market. If the Common Stock is not then publicly traded, Fair Market Value will be the fair value of a share of the Common Stock as determined by the Committee, taking into consideration such factors as it deems appropriate.

 

  (k)

“Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” under Section 422 of the Code and regulations thereunder.

 

  (l)

“Option” means an Incentive Stock Option or a nonqualified stock option.

 

  (m)

“Participant” means any Eligible Person selected to receive an Option, Restricted Stock Award or SAR pursuant to Section 5.

 

  (n)

“Plan” means the Accel Entertainment, Inc. 2016 Equity Incentive Plan, as it may be amended and/or restated and in effect from time to time.

 

  (o)

“Restricted Stock Award” means a right to the grant or purchase, at a price determined by the Committee, of Common Stock which is nontransferable and subject to substantial risk of forfeiture until specific conditions of continuing employment or performance are met.

 

  (p)

“SAR” means a stock appreciation right as further described in Section 8.

 

2

  (q)

“Subsidiary” means any Subsidiary of the Company.

 

  3.

Shares of Common Stock Subject to the Plan.

 

  (a)

Subject to adjustment in accordance with the provisions of Section 3(c) and Section 9 of the Plan, the aggregate number of shares of Common Stock that may be issued or transferred pursuant to Options, Restricted Stock Awards or SARs under the Plan will not exceed ten percent (10%) of the outstanding shares of the Company.

 

  (b)

The shares of Common Stock to be delivered under the Plan will be made available, at the discretion of the Committee, from authorized but unissued shares of Common Stock and/or from previously issued shares of Common Stock reacquired by the Company.

 

  (c)

If shares covered by any Option or SAR cease to be issuable for any reason, and/or shares covered by Restricted Stock Awards are forfeited, such number of shares will no longer be charged against the limitation provided in Section 3(a) and may again be made subject to Options, SARs or Restricted Stock Awards.

 

  4.

Administration of the Plan.

 

  (a)

The Plan will be governed by and interpreted and construed in accordance with the internal laws of the State of Illinois (without reference to principles of conflicts or choice of law). The captions of sections of the Plan are for reference only and will not affect the interpretation or construction of the Plan.

 

  (b)

The Plan will be administered by the Committee. The Committee has and may exercise such powers and authority of the Board as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan. The Committee will determine the Eligible Persons to whom, and the time or times at which, Options, Restricted Stock Awards or SARs may be granted and the number of shares of the Common Stock subject to each Option, Restricted Stock Award or SARs. The Committee also has authority (i) to interpret the Plan, (ii) to determine the terms and provisions of the Option, Restricted Stock Award instruments or SARs, and (iii) to make all other determinations necessary or advisable for Plan administration. The Committee has authority to prescribe, amend, and rescind rules relating to the Plan. All interpretations, determinations, and actions by the Committee will be final, conclusive, and binding upon all parties.

 

  (c)

No member of the Committee will be liable for any action taken or determination made in good faith by the Committee with respect to the Plan or any Option, Restricted Stock Award or SAR under it.

 

3

  5.

Grants.

 

  (a)

The Committee will determine and designate from time to time those Eligible Persons who are to be granted Options, Restricted Stock Awards or SARs, the type of each Option to be granted and the number of shares covered thereby or issuable upon exercise thereof, and the number of shares covered by each Restricted Stock Award or SAR. Each Option, Restricted Stock Award and SAR will be evidenced by a written agreement or instrument and may include any other terms and conditions not inconsistent with the Plan, as the Committee may determine.

 

  (b)

Subject to adjustment in accordance with the provisions of Section 9 of the Plan, no individual may be granted an Incentive Stock Option that becomes exercisable in any one calendar year for shares of Common Stock having an aggregate fair market value (on the date the Incentive Stock Option is granted) that exceeds One Hundred Thousand Dollars ($100,000) (when aggregated with grants under any other stock option plan of the Company). If an individual owns more than 10% of the total voting power of all classes of the Company’s stock, then the exercise price per share of an Incentive Stock Option shall not be less than 110% of the Fair Market Value of the Common Stock on the grant date and the Option term shall not exceed five years. The determination of 10% ownership shall be made in accordance with Section 422 of the Code.

 

  6.

Terms and Conditions of Stock Options.

 

  (a)

The price at which Common Stock may be purchased by a Participant under an Option will be determined by the Committee but shall not be less than one hundred percent (100%) of the Fair Market Value of the Common Stock on the Grant Date.

 

  (b)

Each Option will be exercisable at such time or time, during such periods, and for such numbers of shares as is determined by the Committee and set forth in the agreement or instrument evidencing the Option grant.

 

  (c)

Options may be exercised, in whole or in part, upon payment of the exercise price of the Common Stock to be acquired. Payment will be made (i) in cash (including, without limitation, check, bank draft, money order or wire transfer of immediately available funds); (ii) in any other form of payment determined to be acceptable by the Committee, in its sole discretion. Options may also be exercised upon payment of the exercise price of the Common Stock to be acquired by delivery of the optionee’s promissory note, but only to the extent specifically approved by and in accordance with the policies of the Committee; or (iii) with the consent of the Committee, in the Committee’s sole discretion, shares of Common Stock of the Company having a fair market value equal to the aggregate exercise price of the part of the Option being exercised.

 

4

  (d)

No fractional shares will be issued pursuant to the exercise of an Option, nor will any cash payment be made in lieu of fractional shares.

 

  7.

Terms and Conditions of Restricted Stock Awards.

 

  (a)

All shares of Common Stock subject to Restricted Stock Awards granted or sold pursuant to the Plan may be issued or transferred for such consideration (which may consist wholly of services) as the Committee may determine, and will be subject to the following conditions:

 

  1.

The shares may not be sold, transferred, or otherwise alienated or hypothecated until the restrictions, if any, are removed or expire, unless the Committee determines otherwise.

 

  2.

The Committee may provide in the agreement or instrument evidencing the grant of the Restricted Stock Awards that the certificates representing shares subject to Restricted Stock Awards granted or sold pursuant to the Plan will be held in escrow by the Company until the restrictions on the shares lapse in accordance with the provisions of subsection (b) of this Section 7.

 

  3.

Each certificate representing shares subject to Restricted Stock Awards granted or sold pursuant to the Plan will bear a legend making appropriate reference to the restrictions, if any, imposed.

 

  4.

The Committee may impose other conditions on any shares subject to Restricted Stock Awards granted or sold pursuant to the Plan as it may deem advisable.

 

  (b)

Any restrictions imposed under subparagraph (a) above upon Restricted Stock Awards will lapse at such time or times, and/or upon the achievement of such predetermined performance objectives as is or are determined by the Committee and set forth in the agreement or instrument evidencing the Restricted Stock Award.

 

  (c)

Subject to the provisions of subparagraphs (a) and (b) above, the holder will have all of the rights of a shareholder with respect to the shares covered by Restricted Stock Awards granted, including the right to receive all dividends and other distributions paid or made with respect thereto; provided, however, that if requested by the Company, he or she will execute an irrevocable proxy or enter into a voting agreement with the Company as determined by the Committee for the purpose of granting the Company or its nominee the right to vote all shares that remain subject to restrictions under this Section 7 in the same proportions (for and against) as the outstanding voting shares of the Company that are not subject to such restrictions are voted by the other shareholders of the Company on any matter, unless the Committee determines otherwise.

 

5

  8.

Terms and Conditions of Stock Appreciation Rights.

 

  (a)

The Committee shall have the authority to grant SARs under this Plan to any Participant, either alone or in tandem with Options. SARs shall be subject to such terms and conditions as the Committee may specify.

 

  (b)

No SAR may be exercised unless the Fair Market Value of a share of Common Stock on the date of exercise exceeds the exercise price of the SAR or, in the case of SARs granted in tandem with Options, any Options to which the SARs correspond. Prior to the exercise of the SAR and delivery of the cash and/or Common Stock represented thereby, the Participant shall have no rights as a stockholder with respect to Common Stock covered by such outstanding SAR.

 

  (c)

SARs granted in tandem with Options shall be exercisable only when, to the extent and on the conditions that any related Option is exercisable. The exercise of an Option shall result in an immediate forfeiture of any related SAR to the extent the Option is exercised, and the exercise of an SAR shall cause an immediate forfeiture of any related Option to the extent the SAR is exercised.

 

  (d)

Upon the exercise of an SAR, the Participant shall be entitled to a distribution in an amount equal to the difference between the Fair Market Value of a share of Common Stock on the date of exercise and the exercise price of the SAR or, in the case of SARs granted in tandem with Options, any Option to which the SAR is related, multiplied by the number of shares of Common Stock as to which the SAR is exercised. The Committee shall decide whether such distribution shall be in cash, in Common Stock having a Fair Market Value equal to such amount or in a combination thereof.

 

  (e)

All SARs will be exercised automatically on the last day prior to the expiration date of the SAR or, in the case of SARs granted in tandem with Options, any related Option, so long as the Fair Market Value of a share of Common Stock on that date exceeds the exercise price of the SAR or any related Option, as applicable. An SAR granted in tandem with Options shall expire at the same time as any related Option expires and shall be transferable only when, and under the same conditions as, any related Option is transferable.

 

  9.

Adjustment Provisions.

 

  (a)

Subject to Section 9(b), if the outstanding shares of Common Stock of the Company are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Common Stock or other securities, through reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other distribution with respect to such shares of Common Stock, or other securities, or as the result of a business combination transaction in which the Company is the surviving corporation, an appropriate and proportionate adjustment will

 

6

  be made in (i) the maximum numbers and kinds of shares provided in Sections 3 and 5, (ii) the numbers and kinds of shares or other securities subject to the then outstanding Options, Restricted Stock Awards and SARs, and (iii) the price for each share or other unit of any other securities subject to then outstanding Options (without change in the aggregate purchase price as to which such Options remain exercisable). In the case of a business combination transaction in which the Company is not the surviving corporation, or in the case of the sale of all or substantially all the property of the Company, and the surviving corporation or purchaser does not elect to assume the obligations of the Company under the Plan, the Plan shall terminate, and all unvested Options granted thereunder shall vest, at the time any such transaction is completed and must be immediately exercisable at the time the transaction is complete.

 

  (b)

Adjustments under this Section 9 will be made by the Committee in accordance with the terms hereof, whose determination as to what adjustments will be made and the extent thereof so as to effectuate the intent of such sections will be final, binding, and conclusive. The Company may, but will not be required to, issue fractional shares by reason of any such adjustments.

 

  10.

General Provisions.

 

  (a)

Nothing in the Plan or any instrument executed pursuant to the Plan will confer upon any Participant any right to continue in the employ of or as a director of or consultant to the Company or any of its Subsidiaries or affect the right of the Company or any Subsidiary to terminate the employment, directorship, or consulting relationship of any Participant at any time, with or without cause.

 

  (b)

No Participant and no beneficiary or other person claiming under or through such Participant will have any right, title, or interest in or to any shares of Common Stock allocated or reserved under the Plan or subject to any Option, except as to such shares of Common Stock, if any, that have been issued or transferred to such Participant.

 

  (c)

The Committee may adopt rules regarding the withholding of federal, state, or local taxes of any kind required by law to be withheld with respect to benefits under the Plan. To the extent that the Company is required to withhold federal or state taxes in connection with any benefit realized by a Participant or other person under this Plan, it will be a condition to the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of such taxes required to be withheld which arrangements may include relinquishment of a portion of such benefit.

 

  (d)

The written agreements or instruments evidencing Restricted Stock Awards, Options or SARs granted under the Plan may contain such other provisions as the Committee may deem advisable. Without limiting the foregoing, and if

 

7

  so authorized by the Committee, the Company may, with the consent of the Participant and at any time or from time to time, cancel all or a portion of any Option granted under the Plan then subject to exercise and discharge its obligation with respect to the Option either by payment to the Participant of an amount of cash equal to the excess, if any, of the Fair Market Value, at such time, of the shares subject to the portion of the Option so canceled over the aggregate purchase price specified in the Option covering such shares, or by issuance or transfer to the Participant of shares of Common Stock with a Fair Market Value at such time, equal to any such excess, or by a combination of cash and shares. Upon any such payment of cash or issuance of shares, (i) there will be charged against the aggregate limitations set forth in Section 3(a) a number of shares equal to the number of shares so issued plus the number of shares purchasable with the amount of any cash paid to the Participant on the basis of the Fair Market Value as of the date of payment, and (ii) the number of shares subject to the portion of the Option so canceled, less the number of shares so charged against such limitations, will thereafter be available for other grants.

 

  11.

Amendment and Termination.

 

  (a)

The Board will have the power, in its discretion, to amend, modify, suspend, or terminate the Plan at any time, subject to the rights of holders of outstanding Options, Restricted Stock Awards and SARs on the date of such action.

 

  (b)

The Committee may, with the consent of a Participant, make such modifications in the terms and conditions of an Option, Restricted Stock Award or SAR held by such Participant as it deems advisable.

 

  (c)

No amendment, suspension or termination of the Plan will, without the consent of the Participant, alter, terminate, impair, or adversely affect any right or obligation under any Option, Restricted Stock Award or SAR previously granted to such Participant under the Plan.

 

  12.

Effective Date of Plan and Duration of Plan.

The effective date of the Plan is June             , 2016, the date on which it was approved by the Board and stockholders of the Company. No Option may be granted under the Plan after the tenth (10th) anniversary of such effective date. Subject to the foregoing, Options may be granted under the Plan at any time subsequent to such effective date, provided, however, that (a) no Incentive Option will be exercised or exercisable unless the stockholders of the Company approve the Plan not later than one year from such effective date, and (b) all Incentive Options, if any, issued prior to the date of such stockholders’ approval will contain a reference to such condition.

 

  13.

Shareholders Agreement.

The Board will require that each Eligible Person execute a Shareholders Agreement in a form prepared by and acceptable to the Company as a condition of the exercise of any

 

8

Option granted pursuant to the Plan, upon being granted a Restricted Stock Award or SAR in which shares of Common Stock are distributed. Such Shareholders Agreement will provide for, among other things, the repurchase of the Common Stock by the Company and the restriction of the transferability of the Common Stock.

 

  14.

Arbitration.

At the election of the Company, any dispute arising under the Plan will be settled by final and binding arbitration conducted in Cook County, Illinois in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration Association. To the extent permitted or required by law, judgment upon the decision rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the decision and an enforcement.

 

9

Exhibit 5.1

 

LOGO

January 23, 2020

Accel Entertainment, Inc.

140 Tower Drive

Burr Ridge, Illinois 60527

Ladies and Gentlemen:

At your request, as your counsel, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Accel Entertainment, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on or about January 23, 2020 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of (ii) 6,000,000 shares of the Company’s Class A-1 Common Stock, $0.0001 par value per share (the “Common Stock”) granted pursuant to the Accel Entertainment, Inc. Long Term Incentive Plan (the “LTIP”), (ii) 407,363 shares of Common Stock that remained reserved for issuance upon the exercise of options previously granted under the Accel Entertainment, Inc. 2011 Equity Incentive Plan (the “2011 Plan”) and (iii) 821,036 shares of Common Stock that remained reserved for issuance upon the exercise of options previously granted under the Accel Entertainment, Inc. 2016 Equity Incentive Plan (the “2016 Plan”) (the shares of Common Stock granted in connection with the LTIP, the 2011 Plan and the 2016 Plan, collectively, the “Shares”).

At your request we are providing this letter to express our opinion on the matters set forth below in this letter (“our opinion”).

In connection with our opinion, we have examined such matters of fact as we have deemed necessary, which included examination of originals or copies of: (a) the Company’s current Certificate of Incorporation and Bylaws, as amended (collectively, the “Charter Documents”), the Registration Statement and the exhibits thereto, (b) certain corporate proceedings of the Company’s Board of Directors (the “Board”) and the Company’s shareholders relating to adoption or approval of the Company Charter Documents, the reservation of the Shares for sale and issuance, the filing of the Registration Statement and the registration of the Shares under the Securities Act and documents regarding the Company’s outstanding and reserved capital stock and other securities and (c) such other documents as we have deemed advisable, and we have examined such questions of law as we have considered necessary.

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the genuineness of signatures on documents reviewed by us, the conformity to originals and the completeness of all documents submitted to us as copies, the legal capacity of all parties executing any documents (other than the Company), the lack of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change or affect the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto other than the Company. We have also assumed that any certificates or instruments representing the Shares, when issued, will be executed by the Company and by officers of the Company duly authorized to do so. In rendering our opinion, we have also relied upon a Certificate of Good Standing dated January 23, 2020 issued by the Secretary of State of the State of Delaware with respect to the Company and representations and certifications made to us by the Company, including without limitation representations in a Management Certificate addressed to us of even date herewith that the Company has available a sufficient number of authorized shares of Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter.

We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing Delaware General Corporation Law now in effect. We express no opinion with respect to the securities or “blue sky” laws of any state.

Based upon, and subject to, the foregoing, it is our opinion that when the (i) 6,000,000 Shares of Common Stock that may be issued by the Company pursuant to the LTIP, (ii) 407,363 Shares of Common Stock that may be issued by the Company pursuant to the 2011 Plan and (iii) 821,036 Shares of Common Stock that may be issued by the Company pursuant to the 2016 Plan have been duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectuses constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion is intended solely for use in connection with issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.

 

Very truly yours,
/s/ Fenwick & West LLP
FENWICK & WEST LLP

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

TPG Pace Holdings Corp.:

We consent to the use of our report dated February 13, 2019 with respect to the balance sheets of TPG Pace Holdings Corp. (the Company) as of December 31, 2018 and 2017, the related statements of operations, shareholders’ equity, and cash flows for the year ended December 31, 2018 and for the period from February 14, 2017 (inception) to December 31, 2017, and the related notes (collectively, the financial statements) incorporated by reference herein.

Our report dated February 13, 2019 contains an explanatory paragraph that states that the Company’s limited amount of time to complete an initial business combination for which significant contingencies to completion exist raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of that uncertainty.

/s/ KPMG LLP

Fort Worth, Texas

January 23, 2020

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Accel Entertainment, Inc.:

We consent to the use of our report dated September 4, 2019, with respect to the consolidated balance sheets of Accel Entertainment, Inc. and its subsidiaries as of December 31, 2018 and 2017, the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes, incorporated herein by reference. Our report states that the 2018, 2017, and 2016 consolidated financial statements have been restated to correct misstatements.

/s/ KPMG LLP

Chicago, Illinois

January 23, 2020

Exhibit 23.4

Consent of Independent Auditor

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Accel Entertainment, Inc. of our report dated March 28, 2019, relating to the consolidated financial statements of Grand River Jackpot, LLC and Subsidiary as of and for fiscal year ending December 31, 2018.

/s/ RSM UP LLP

Davenport, Iowa

January 23, 2020