Exhibit 10.1

SEPARATION AND GENERAL RELEASE AGREEMENT

This Separation and General Release Agreement (“Agreement”) effects an agreeable separation of the employment relationship between Matthew Flandermeyer (“EXECUTIVE”) and Golden Entertainment, Inc. ,  (“COMPANY”), as well as a resolution of any claims, known and unknown, now existing between the parties.  The terms of the agreement are as follows:

1.       Separation of Employment:   EXECUTIVE’s employment with COMPANY terminates pursuant to Section 7(d) of EXECUTIVE’s Employment Agreement, effective November 28, 2016 (“Separation Date”), and COMPANY and EXECUTIVE hereby waive the prior written notice requirement thereunder.  Notwithstanding, EXECUTIVE remains bound by COMPANY’S nondisclosure and confidentiality policies and procedures in place during EXECUTIVE’S employment with COMPANY, as well as any other contractual or non-contractual obligations that continue and/or survive the separation of EXECUTIVE’s employment, all of which are incorporated herein by reference.  

1.1      Consideration:   In consideration for the terms of this Agreement and assuming EXECUTIVE is and continues to be in compliance with the terms of this Agreement, COMPANY agrees to (i) pay EXECUTIVE Four Hundred and Fifty Thousand Dollars ($450,000) (“Separation Payment”), after the expiration of the revocation period set forth in Section 2.2 below, (ii) pay EXECUTIVE a monthly payment equal to Twenty Thousand Dollars ($20,000) for providing post-separation financial consulting services as an independent contractor to COMPANY for a timeframe to be determined by the COMPANY for up to six (6) months (“Consulting Period ”), (iii) pay EXECUTIVE a monthly payment equal to the actual monthly premium of COBRA continuation coverage of COMPANY provided health care insurance and ArmadaCare until EXECUTIVE secures alternative employment which provides health care insurance or for up to eighteen (18) months after the Separation Date, whichever occurs first, assuming EXECUTIVE is eligible for and in fact elects COBRA continuation coverage (“Continuation Reimbursements”), (iv) provide a laptop computer to EXECUTIVE for personal use, and (v) accelerate the vesting of 55,000 of EXECUTIVE’s outstanding unvested stock options effective the Separation Date, after the expiration of the revocation period set forth in Section 2.2 below.  Notwithstanding the foregoing, with regard to COBRA Continuation Reimbursements, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to the EXECUTIVE the foregoing monthly amount as a taxable monthly payment for the remainder of the applicable period.  The Separation Payment will be made within ten (10) days of the Separation Date and will be subject to normal payroll withholdings as required by applicable state or federal law.  The first 1099 Consulting Payment and Continuation Reimbursement will be made on December 1, 2016.  EXECUTIVE’s receipt of all consideration referenced herein is contingent upon the expiration of the revocation period set forth in Section 2.2 below.  

EXECUTIVE acknowledges that no further amounts are due and owing to him other than amounts for Base Salary and unused PTO through the Separation Date and any unreimbursed costs and expenses.

1.2      Stock Options:   Notwithstanding the terms and conditions of the Stock Option Grant Notice and Stock Option Agreement between COMPANY and EXECUTIVE (the “Option Agreement”), the vesting of 55,000 of EXECUTIVE’s outstanding unvested stock options as indicated in Section 1.1(v) above shall automatically be accelerated on the Separation Date.  EXECUTIVE acknowledges that as of the Separation Date, he will have vested in a total of 119,166 stock options, including the 55,000 accelerated unvested options described in Section 1.1(v) above, and no more. The exercise of any stock options shall continue to be subject to the terms and conditions of the Option Agreement, and the stock options will remain exercisable as and to the extent provided in Section 2.3(c)

of the Option Agreement (i.e., subject to Section 12.2 of the 2015 Plan, until the expiration of three months following the “Initial Exercisability Date” as defined in the Option Agreement).  Except to the limited extent expressly amended hereby, the Option Agreement remains in full force and effect and unchanged by this Agreement.  The Option Agreement and the stock options granted thereunder shall remain subject to the terms and conditions of the Golden Entertainment, Inc. 2015 Incentive Award Plan, as the same may be amended or amended and restated from time to time (the “2015 Plan”).

1.3      Restrictive Covenants:    Pursuant to Section 11 and the additional restrictive covenants contained in EXECUTIVE’s Employment Agreement, EXECUTIVE acknowledges that, in light of the consideration provided by COMPANY in support of this Agreement, he remains bound by those restrictive covenants and conditions contained in Sections 10 and 11 of EXECUTIVE’s Employment Agreement, including the Non-Competition Covenant (Section 11 of EXECUTIVE’s Employment Agreement), for two (2) years after the separation of EXECUTIVE’s employment.  This includes, but is not limited to, the prohibition contained in Section 11 of EXECUTIVE’s Employment Agreement on EXECUTIVE’s ability to perform services as an executive, employee, consultant, officer, director, independent contractor, principal, agent or otherwise for any person or entity that operates, owns or engages in the operation of casinos, route operations or taverns that offer restricted and/or nonrestricted gaming, regardless of the number of gaming machines, in Nevada, Maryland and Montana.  Competitive casino operations include, but are not limited to, local casino businesses in Clark County, Nevada, such as Boyd Gaming Corp., Stations Casinos LLC and related entities, Nevada Gold & Casinos, Inc., Affinity Gaming, Jett Gaming, LLC, HRHH Hotel/Casino, LLC (Hard Rock Hotel and Casino), Penn National Gaming, Inc. and Paragon Gaming, LLC.  For avoidance of doubt, Executive’s wife’s ownership in restricted gaming locations shall not constitute competition with the Company for purposes of this Agreement.

2.       Waivers and Releases: General Release; Release of Claims Under Age Discrimination in Employment Act:  

2.1      EXECUTIVE agrees to release and forever discharge COMPANY and any of its respective affiliates and any of their current, past, or future agents, attorneys, servants, employees, partners, owners, fiduciaries, employee benefit plans, affiliated business entities, and any person or entity acting by, through, under or in concert with them (collectively referred to as “Released Parties”) from any and all claims, demands, damages, causes of action, and any liability whatsoever which EXECUTIVE has or may have, whether known or unknown, whether specifically mentioned in this Agreement or not, from the beginning of time up to and including the date EXECUTIVE signs this Agreement.  This release includes, but is not limited to, the release of any cause of action, right, claim or liability arising out of EXECUTIVE’s employment with COMPANY or any of its affiliates or the termination of such employment.  This release further includes, but is not limited to, the release of any cause of action, right, claim or liability under Title VII of the 1964 Civil Rights Act, the Employee Retirement Income Security Act, the Equal Pay Act, the Fair Labor Standards Act, the Rehabilitation Act of 1974, the Family Medical Leave Act, the Americans With Disabilities Act of 1990, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Immigration Reform and Control Act of 1986, any claims for violation of the Civil Rights Act of 1866, and any amendments thereto and any other state or local anti-discrimination laws or equal employment opportunity law or statute ; any claim for retaliation; any common law claim, including, but not limited to, wrongful discharge or discharge in violation of public policy, breach of implied or express contract or the covenant of good faith and fair dealing, and any other claim in tort or contract arising under the law.

2.2     EXECUTIVE acknowledges and agrees that in addition to the General Release in Section 2.1 herein, he is waiving and releasing any and all claims under the Age Discrimination and Employment Act (“ADEA”) that arose during EXECUTIVE’s employment.  Furthermore, in accordance

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with the Older Workers Benefits and Protections Act, EXECUTIVE acknowledges that: 1) this Agreement does not waive or release claims under the ADEA that may arise after EXECUTIVE’s termination of employment; 2) this Agreement is voluntary and knowing; 3) this Agreement has been written in a manner that is easy to understand and EXECUTIVE understands the Agreement; 4) EXECUTIVE has received a copy of this Agreement; 5) before signing the Agreement, EXECUTIVE is advised to consult with an attorney; 6) EXECUTIVE has twenty-one (21) days to review and consider this Agreement before signing it, but has the right to sign the Agreement before the expiration of the twenty-one (21) day period; and 7) for a period of seven (7) days after signing the Agreement, EXECUTIVE may revoke the Agreement by sending written notice to Katherine Roden, Vice President of Human Resources  at Golden Entertainment, Inc., 6595 South Jones Boulevard, Las Vegas, Nevada 89118.

2.3      This release does not require EXECUTIVE to release workers’ compensation or unemployment compensation claims nor to waive any rights or claims that may arise after the effect date of this Agreement.  This Agreement also does not prohibit EXECUTIVE from filing an administrative charge with a government agency, but this Agreement does release any claim which EXECUTIVE has or may have for monetary relief, reinstatement, or for any other remedy for EXECUTIVE personally, arising out of any proceeding before any government agency or court.  If any agency or court should take jurisdiction over any matter in which EXECUTIVE has or may have any personal interest, whether initiated by EXECUTIVE or otherwise, EXECUTIVE must promptly inform that agency or court that this Agreement constitutes a full and final settlement by EXECUTIVE of all claims released under this Agreement. EXECUTIVE therefore waives any right he has or may have to share in any relief, monetary or otherwise, relating to any claim released herein, whether such claim was initiated by EXECUTIVE or not.

3.       Bar:    EXECUTIVE agrees that this Agreement may be pled as a complete bar to any individual recovery in any proceedings, action or suit before any court, with respect to any claim under federal, state , local or other law relating to his employment with COMPANY or the termination of such employment.

4.       Confidentiality and Non-Disparagement:    Until this Agreement is filed publicly by the COMPANY, EXECUTIVE agrees that he will keep both the existence and terms of this Agreement completely confidential and will not disclose the contents of this Agreement to anyone except his tax advisor, health care provider (to the extent necessary for medical care purposes), attorney and/or spouse, unless required to do so by force of law.  EXECUTIVE further agrees that he will not disparage COMPANY, or any of the Released Parties , in any way, including but not limited to making negative statements or implications, in written or verbal form, to any third party, including the media, current or potential customers, business associates, vendors, employees or affiliates of COMPANY or Released Parties.  COMPANY similarly agrees to take reasonable steps to comply with this non-disparagement provision, but only as to purported disparaging or salacious statements made by COMPANY’s Officer’s, Senior Staff, and Directors, and only if such disparaging statements are made within the scope of their respective employment when serving in their managerial capacities for COMPANY.  Any disclosure or breach of this confidentiality and non-disparagement provision shall be deemed a material breach of this Agreement.  

5.       Company Property; Certain Resignations:   EXECUTIVE acknowledges and agrees that all files, records, documents, memoranda, notes, lists, records and other documents, in whatever form or media and regardless of how or where stored, containing or reflecting COMPANY’s Confidential Information (as described herein and any Employment Agreement EXECUTIVE has with COMPANY), made or compiled by EXECUTIVE or made available to EXECUTIVE, and any other property of the COMPANY, are and remain the property of the COMPANY and shall be delivered to the COMPANY on or before EXECUTIVE’s Separation Date.  EXECUTIVE further acknowledges and agrees that all

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equipment, devices and all other items relating to the business of the COMPANY, are and shall remain the exclusive property of the COMPANY and shall not be removed from the premises of the COMPANY by the EXECUTIVE, directly or indirectly, under any circumstances.  Failure to return COMPANY property shall be considered a material breach of this Agreement.  This includes the COMPANY vehicle and phone (although EXECUTIVE will be allowed to maintain number).  EXECUTIVE hereby resigns from his positions as an officer of the COMPANY, including without limitation, his positions as Executive Vice President, Chief Financial Officer and Secretary of the COMPANY, and from all other positions he holds with the Company and its subsidiaries and affiliated entities, including without limitation, all positions as an officer, director, member, manager or agent thereof, in each case effective as of the Separation Date.  

7.       Denial of Liability:   No provision of this Agreement shall be construed as an admission by EXECUTIVE or COMPANY of improper conduct, omissions, or liability.

8.       Consultation with Counsel:   EXECUTIVE acknowledges that this Agreement constitutes written notice from COMPANY that he should consult with an attorney before signing this Agreement .  EXECUTIVE acknowledges that he has had an opportunity to fully discuss all aspects of this Agreement with an attorney to the extent he desires to do so.  EXECUTIVE agrees that EXECUTIVE has carefully read and fully understands all of the provisions of this Agreement and that he is voluntarily entering into this Agreement.     

9.       Incorporation of Certain Terms by Reference; Complete Agreement:   Sections 12, 15 and 21 of the Employment Agreement between EXECUTIVE and COMPANY (the “Employment Agreement”) are hereby incorporated herein by this reference and shall apply to this Agreement as if set forth in full herein, mutatis mutandis.  This Agreement, the Employment Agreement and the Option Agreement set forth the entire agreement between the parties hereto.  EXECUTIVE acknowledges that COMPANY has made no promises to him other than those contained in this Agreement, the Employment Agreement and the Option Agreement, and that he is not relying on any promises or representations which do not appear written herein or therein.

10.       Choice of Law:   Despite the choice of law provisions of the State of Nevada, this Agreement shall be construed, enforced, and governed by the laws of the State of Nevada.

11.       Severability:   Should any provision of this Agreement be declared or determined by any Court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

[Signature Page Follows]

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***EXECUTIVE ACKNOWLEDGES THA T EXECUTIVE UNDERST ANDS AND AGREES TO THE PROVISIONS AND WAIVERS CONTAINED WITHIN T HIS AGREEMENT AND IS SIGNING THIS AGREEMENT VOLUNTARILY, OF HIS OWN FREE WILL, WITHOUT DURESS OR COERCION ***

Subscribed and Sworn to before me by Matthew Flandermeyer, known to me, on this 11 ^th day of November, 2016.

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Exhibit 10.2

EMPLOYMENT AGREEMENT

This Agreement (the "Agreement") is made and entered into as of this 15 ^th day of November, 2016 (the "Effective Date"), by and between Charles Protell (the "Executive"), and Golden Entertainment, Inc., a Minnesota corporation, including its subsidiaries and Affiliates (as defined below) (collectively, the "Company").

RECITALS

WHEREAS, the Executive will become employed at-will by the Company.

WHEREAS, the Board of Directors of the Company (including any duly authorized Committee thereof, the "Board") has determined that it is in the best interests of the Company to offer employment to the Executive; and

WHEREAS, the Board and the Executive wish to enter into this Agreement to document the terms of the Executive's employment with the Company.

NOW, THEREFORE, in consideration of the mutual promises and covenants and the respective undertakings of the Company and the Executive set forth below the Company and Executive agree as follows:

AGREEMENT

1.           Employment. The Company hereby employs the Executive, and the Executive accepts such employment and agrees to perform services for the Company, for the period and upon the other terms and conditions set forth in this Agreement.  Executive’s date of commencement of employment with the Company (the “Commencement Date”) will be not later than December 1, 2016.

2.           Base Salary. The Company shall pay the Executive an annual base salary in the amount of Five Hundred Thousand Dollars ($500,000) or such amount as may from time-to-time be determined by the Company as appropriate in its sole discretion ("Base Salary"). Such salary shall be paid in equal installments in the manner and at the times as other employees of the Company are paid.

3.           Incentive Compensation. The Executive shall participate in the Company's incentive compensation program from time-to-time established and approved by the Compensation Committee of the Company's Board of Directors, such participation to be on the same terms and conditions as from time-to-time apply to executive officers of the Company. Commencing in calendar year 2017, the Executive's target bonus under the Company's annual incentive compensation plan shall be sixty-five percent (65%) of the Executive's Base Salary.  Notwithstanding the foregoing, (i) in light of the agreed upon 2016 Sign-On Bonus described in Section 4 herein, Executive will not be eligible for any incentive compensation for calendar year 2016 and (ii) the amount of any bonus earned by Executive under the Company’s annual incentive compensation plan for calendar year 2017 shall be reduced (but not below zero) by the amount of the 2017 Sign-On Bonus described in Section 4 herein.

4.           Sign-On Bonuses, Award of Restricted Stock Units and Initial Stock Option Grants.   

a.           Sign-On Bonuses. Within forty-five (45) calendar days after the Commencement Date, Executive will receive a lump-sum, sign-on bonus in the amount of Three Hundred Thousand Dollars ($300,000) (the “2016 Sign-On Bonus”), less all required tax withholdings, subject to Executive’s continued employment by the Company at such time.  Within forty-five (45) calendar days after the first anniversary of the Commencement Date, Executive will receive a lump-sum, sign-on bonus in the amount of Four Hundred Thousand Dollars ($400,000) (the “2017 Sign-On Bonus”), less all required tax withholdings, subject to Executive’s continued employment by the Company at such time.  

b.           Award of Restricted Stock Units.   Immediately upon Executive’s Commencement Date, Executive will receive 141,296 (One Hundred Forty-One Thousand Two Hundred Ninety-Six) restricted stock units pursuant to and in accordance with the Company’s 2015 Incentive Award Plan (as the same may be amended or amended and restated from time to time), with fifty percent (50%) of the restricted stock units vesting six (6) months after the Commencement Date (assuming Executive is employed with Company at that time), and the remaining fifty-percent (50%) of the restricted stock units vesting twelve (12) months after the Commencement Date (assuming Executive is employed with Company at that time).  

c.           Initial Stock Option Grant.   In addition to the aforementioned compensation and benefits contained herein, upon Executive’s Commencement Date, Executive shall receive non-qualified options to purchase 250,000 (Two Hundred Fifty Thousand) shares of the Company’s common stock, with an exercise price equal to the closing price per share of the Company’s common stock on the Commencement Date and with 25% of such options vesting on the first anniversary of the Commencement Date (assuming Executive is employed with Company at that time) and 1/48 ^th of such options vesting on the last day of each one-month period thereafter (assuming Executive is employed with Company at that time). The exercise of any stock options shall be subject to the terms and conditions of the Stock Option Grant Notice and Stock Option Agreement between Company and Executive (the “Option Agreement”) and the terms and conditions of the Company’s 2015 Incentive Award Plan, as the same may be amended or amended and restated from time to time.

5.           Relocation and Moving Expenses.   The Executive will receive reimbursement from the Company of up to Thirty Thousand Dollars ($30,000) for costs and expenses associated with Executive’s relocation to Las Vegas, Nevada.  Acceptable reimbursable costs and expenses include (i) customary commission costs incurred related to the sale of Executive’s primary residence, (ii)  reasonable expenses associated with relocation of the contents of Executive’s primary residence (including packing, shipping and insuring said contents), (iii) reasonable travel expenses for appropriate transportation of Executive and Executive’s family associated with Executive’s relocation to Las Vegas, Nevada, (iv) temporary housing for up to three (3) months, beginning on the date of Executive’s hire, and (v) storage of Executive’s household goods for up to six (6) months, beginning on the date of Executive’s hire.  Any reimbursement of expenses payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid promptly following Executive’s proper request therefor, and in any event on or before the last day of the Executive's taxable year following the taxable year in which the Executive incurred the expenses.

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6.           Benefits. The Company shall provide to the Executive such benefits as are provided by the Company to other executive officers of the Company. The Executive shall pay for the portion of the cost of such benefits as is from time-to-time established by the Company as the portion of such cost to be pa id by executive officers of the Company. The Company shall have the right to amend or delete any such benefit plan or arrangement made available by the Company to its executive officers and not otherwise specifically provided for herein. The Executive shal l be entitled to such periods of paid time off ("PTO") each year as provided from time to time under the Company's PTO policy and as otherwise provided for executive officers. In addition, the Executive shall be entitled to receive the additional benefits described on Exhibit A attached hereto.

7.           Costs and Expenses. The Company shall reimburse the Executive for reasonable out-of-pocket business expenses incurred in connection with the performance of his duties hereunder, subject to such policies as the Company may from time to time establish, and the Executive furnishing the Company with evidence in the form of receipts satisfactory to the Company substantiating the claimed expenditures, or the Company shall pay such business expenses directly, in each case including expenses related to obtaining required gaming licenses.

8.           Duties.

a.           The Executive shall serve as Executive Vice President, Chief Strategy Officer and Chief Financial Officer of the Company. In the performance of such duties, the Executive shall report directly to the Chief Executive Officer of the Company (the "CEO") and shall be subject to the direction of the CEO and to such limits upon the Executive's authority as the CEO may from time to time impose. In the event of the CEO's incapacity or unavailability, the Executive shall be subject to the direction of the Board. The Executive hereby consents to serve as an officer and/or director of the Company or any subsidiary or Affiliate thereof without any additional salary or compensation, if so requested by the CEO. The Executive shall be employed by the Company on a full time basis. The Executive's primary place of work shall be the Company's offices in Las Vegas, Nevada, or, with the Company's consent, at any other place at which the Company maintains an office; provided, however, that the Company may from time to time require the Executive to travel temporarily to other locations in connection with the Company's business. The Executive shall be subject to and comply with the policies and procedures generally applicable to executive officers of the Company to the extent the same are not inconsistent with any term of this Agreement.

b.           The Executive shall at all times faithfully, industriously and to the best of his ability, experience and talent perform to the satisfaction of the Board and the CEO, and in accordance with applicable law, all of the duties that may be assigned to the Executive hereunder.

9.           Termination.

a.           At-Will Employment; Termination. The Company and the Executive acknowledge that the Executive's employment is and shall continue to be at-will, as defined under applicable law, and that the Executive's employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If the Executive's employment terminates for any reason, the Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement.

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b.           Automatic Termination Due to Death or Disability.

(i)          Termination Due to Disability. If the Executive suffers any"Disability" (as defined below), this Agreement and the Executive's employment hereunder will automatically terminate. "Disability" means the inability of the Executive to perform the essential functions of his position, with or without reasonable accommodation, because of physical or mental illness or incapacity, for a period of ninety (90) consecutive calendar days or for one hundred twenty (120) calendar days in any one hundred eighty (180) calendar day period. The existence of the Executive's Disability shall be determined by the Company on the advice of a physician chosen by the Company and reasonably acceptable to the Executive.

(ii)         Termination Due to Death. This Agreement will automatically terminate on the date of the Executive's death.

(iii)        Accrued Obligations and Stock Award Acceleration and Extended Exercisability. In the event of the Executive's termination of employment by reason of his Disability or death, the Company will have no further obligation to the Executive under this Agreement, except the Company shall pay to the Executive his fully earned but unpaid Base Salary, when due, through the date of the Executive's termination at the rate then in effect, accrued and unused PTO, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which the Executive may be entitled pursuant to the terms of such plans or agreements at the time of the Executive's termination (the "Accrued Obligations"), and the vesting of any outstanding unvested portion of each of the Executive's Stock Awards shall be automatically accelerated on the date of termination (provided that the exercise of such Stock Awards shall be subject to the terms and conditions of the equity plan and any Stock Award agreement pursuant to which the Executive's Stock Awards were granted). In addition, such Stock Awards may be exercised by the Executive or the Executive's legal representative until the latest of (A) the date that is one (1) year after the date of the Executive's termination of employment or (B) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award.

c.           Termination Without Cause or Constructive Termination.

The provisions of this Section 9(c) shall apply following any termination of the Executive which is either (i) without "Cause" (as defined below); or (ii) a "Constructive Termination" (as defined below). Notwithstanding anything to the contrary in this Section 9(c), and subject to Sections 9(f) and 23 and the Executive's continued compliance with Sections 12 and 13, in the event that the Executive's employment is terminated, at any time, and such termination is either (i) without Cause; or (ii) a Constructive Termination:

(i)          Accrued Obligations. The Company shall pay to the Executive the Accrued Obligations through the date of termination.

(ii)         Severance Payment. The Executive shall be entitled to receive severance benefits equal to (A) an amount equal to one hundred sixty-five percent (165%) of his

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annual Base Salary (at the rate in effect immediately preceding his termination of employment) multiplied by (B) two (2), payable in a lump sum on the sixtieth (60 ^th ) day after the date of Executive's termination of employment.

(iii)       Benefits. For the period commencing on the date of the Executive's termination of employment and continuing for eighteen (18) months thereafter (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") expires or (B) the date the Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment) (such period, the "COBRA Coverage Period"), if the Executive and/or his eligible dependents who were covered under the Company's health insurance plans as of the date of the Executive's termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse the Executive on a monthly basis for an amount equal to (1) the monthly premium the Executive and/or his covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for the Executive and/or his eligible dependents, as applicable, who were covered under the Company's health plans as of the date of the Executive's termination of employment (calculated by reference to the premium as of the date of the Executive's termination of employment) less (2) the amount the Executive would have had to pay to receive group health coverage for the Executive and/or his or her covered dependents, as applicable, based on the cost sharing levels in effect on the date of the Executive's termination of employment (the "Monthly Premium Amount"). If any of the Company's health benefits are self-funded as of the date of the Executive's termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to the Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). The Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. The Executive shall notify the Company immediately if the Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. In addition, the Company shall pay to the Executive an amount equal to (x) the Monthly Premium Amount (as in effect on the date of termination), multiplied by (y) six (6), in a lump sum on the sixtieth (60th) day after the date of Executive's termination of employment.

(iv)        Stock Award Acceleration and Extended Exercisability. The vesting of any outstanding unvested portion of each of the Executive's Stock Awards shall be automatically accelerated on the date of termination (provided that the exercise of such Stock Awards shall be subject to the terms and conditions of the equity plan and any Stock Award agreement pursuant to which the Executive's Stock Awards were granted). In addition, such Stock Awards may be exercised by the Executive or the Executive's legal representative until the latest of (A) the date that is one (1) year after the date of the Executive's termination of employment or (B) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award.

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(v)           Conversion of Insurance Policies. In addition, the Company shall also use its best efforts to convert any then- existing life insurance and accidental death and disability insurance policies to individual policies in the name of the Executive.

d.           Termination by the Executive.

The Executive may terminate this Agreement and his employment hereunder at any time by providing the Company written notice of his intent to terminate at least sixty (60) days prior to the effective date of his termination. During this sixty-day period, the Executive must execute his duties and responsibilities in accordance with the terms of this Agreement. If the Executive resigns his employment, other than in a Constructive Termination, the Executive will only be entitled to receive the Accrued Obligations through the date of termination.

e.           Termination by the Company for Cause.

The Company will have the right to immediately terminate this Agreement and the Executive's employment hereunder for "Cause" (as defined below). In the event of such termination for Cause, the Executive will only be entitled to receive the Accrued Obligations through the date of termination.

f.           Waiver of Claims.

The Company's obligations to provide severance benefits in Section 9(c) above are conditioned on the Executive signing and not revoking a general release of legal claims and covenant not to sue (the " Release ") in form and content satisfactory to the Company. In the event the Release does not become effective within the fifty-five (55) day period following the date of the Executive's termination of employment, the Executive shall not be entitled to the aforesaid severance benefits.

g.           Exclusive Remedy.

Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein or in other applicable Company agreements and programs, all of the Executive's rights to salary, severance, benefits, bonuses and other amounts hereunder (if any) accruing after the termination of the Executive's employment shall cease upon such termination. In the event of the Executive's termination of employment with the Company, the Executive's sole remedy shall be to receive the payments and benefits described in this Section 9. In addition, the Executive acknowledges and agrees that he or she is not entitled to any reimbursement by the Company for any taxes payable by the Executive as a result of the payments and benefits received by the Executive pursuant to this Section 9, including, without limitation, any excise tax imposed by Section 4999 of the Code. Any payments made to the Executive under this Section 9 shall be inclusive of any amounts or benefits to which the Executive may be entitled pursuant to the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Sections 2101 et seq., and the Department of Labor regulations thereunder, or any similar state statute. For the avoidance of doubt, following the Executive's termination of employment for any reason, the Company will have no further obligation to provide to the Executive the additional benefits described on Exhibit A attached hereto.

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h.           Return of the Company's Property.

In the event of the Executive's termination of employment for any reason, the Company shall have the right, at its option, to require the Executive to vacate his offices prior to or on the effective date of separation and to cease all activities on the Company's behalf. Upon the Executive's termination of employment in any manner, as a condition to the Executive's receipt of any severance benefits described in this Agreement, the Executive shall immediately surrender to the Company all lists, books and records of, or in connection with, the Company's business, and all other property belonging to the Company, it being distinctly understood that all such lists, books and records, and other documents, are the property of the Company. The Executive shall deliver to the Company a signed statement certifying compliance with this Section 9(h) prior to the receipt of any severance benefits described in this Agreement.

i.           Deemed Resignation.

Upon termination of the Executive's employment for any reason, the Executive shall be deemed to have resigned from all offices and directorships, if any, then held with the Company or any of its Affiliates , and, at the Company's request, the Executive shall execute such documents as are necessary or desirable to effectuate such resignations.

10.         Insurance; Indemnification.

a.           The Company shall have the right to take out life, health, accident, "key-man" or other insurance covering the Executive, in the name of the Company and at the Company's expense in any amount deemed appropriate by the Company. The Executive shall assist the Company in obtaining such insurance, including, without limitation, submitting to any required examinations and providing information and data required by insurance companies.

b.           The Executive will be provided with indemnification against third party claims related to his or her work for the Company to the maximum extent permitted by law.  The Company shall provide the Executive with directors and officers liability insurance coverage at least as favorable as that which the Company may maintain from time to time for members of the Board and other executive officers.

c.           Following a Change in Control and for a period of not less than three years after the effective date of the resignation or termination of the Executive, the Executive shall be entitled to indemnification and, to the extent available on commercially reasonable terms, insurance coverage therefor, with respect to the various liabilities as to which the Executive has been customarily indemnified prior to the Change in Control. In the event of any discrepancies between the provisions of this paragraph and the terms of any Company insurance policy covering executive or any indemnification contract by and between the Company and the Executive, such insurance policy or indemnification contract shall control.

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11.         Certain Definitions.

a.           Affiliate.

For purposes of this Agreement, "Affiliate" shall mean a person or entity controlling, controlled by or under common control with the Company.

b.           Change in Control.

For the purposes of this Agreement, a "Change in Control" shall have the meaning given to such term in the Company's 2015 Incentive Award Plan, as in effect on the date of this Agreement.

c.           Cause.

For the purposes of this Agreement, "Cause" shall mean termination of the Executive by the Company for any of the following reasons:

(i)          the commission of a felony;

(ii)         the theft or embezzlement of property of the Company or the commission of any similar act involving moral turpitude;

(iii)        the failure of the Executive to substantially perform his material duties and responsibilities under this Agreement for any reason other than the Executive's death or Disability, which failure if, in the opinion of the Company such failure is curable, is not cured within sixty (60) days after written notice of such failure from the Board specifying such failure;

(iv)        the Executive's material violation of a significant Company policy, which violation the Executive fails to cure within thirty (30) days after written notice of such violation from the Company specifying such failure, or which violation the Company, in its opinion, deems noncurable, and which violation has a material adverse effect on the Company or its subsidiaries or Affiliates;

(v)         the failure of the Executive to qualify (or having so qualified being thereafter disqualified) under any regulatory or licensing requirement of any jurisdiction or regulatory authority to which the Executive may be subject by reason of his position with the Company or its subsidiaries or Affiliates, unless waived by the Board or the Compensation Committee in its sole discretion; or

(vi)        the revocation of any gaming license issued by any governmental entity to the Company, as a result of any act or omission by the Executive, which revocation has an adverse effect on the Company or its subsidiaries or Affiliates.

d.           Constructive Termination.

(i)          For the purposes of this Agreement, "Constructive Termination" shall mean:

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(A)        a material, adverse change of the Executive's responsibilities, authority, status, position, offices, titles, duties or reporting requirements (including directorships);

(B)        a reduction in the Executive's Base Salary or a material adverse change in the Executive's annual compensation or benefits;

(C)        a requirement to relocate in excess of twenty (20) miles from the Executive's then current place of employment without the Executive's consent; or

(D)        the breach by the Company of any material provision of this Agreement or failure to fulfill any other contractual duties owed to the Executive.

For the purposes of this definition, the Executive's responsibilities, authority, status, position, offices, titles, duties and reporting requirements are to be determined as of the date of this Agreement.

(ii)         Notwithstanding the provisions of subsection (i) above, notermination by the Executive will constitute a Constructive Termination unless the Executive shall have provided written notice to the Company of his intention to so terminate this Agreement within ninety (90) days following the initial occurrence of the event or circumstances that the Executive believes to be the basis for the Constructive Termination, which notice sets forth in reasonable detail the conduct that the Executive believes to be the basis for the Constructive Termination, and the Company will thereafter have failed to correct such conduct (or commence action to correct such conduct and diligently pursue such correction to completion) within thirty (30) days following the Company's receipt of such notice. The Executive's resignation by reason of Constructive Termination must occur within six (6) months following the initial occurrence of the event or circumstances that the Executive believes to be the basis for the Constructive Termination.

e.           Stock Awards.

For purposes of this Agreement, "Stock Awards" means all stock options, restricted stock, restricted stock units and such other awards granted pursuant to the Company's stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof.

12.         Confidentiality.

Except to the extent required by law, the Executive shall keep confidential and shall not, without the Company's prior, express written consent, disclose to any third party, other than as reasonably necessary or appropriate in connection with the Executive's performance of his duties under this Agreement or any employment agreement, if any, the Company's "Confidential Information." "Confidential Information" means any information that the Executive learns or develops during the course of employment that derives independent economic value from being not generally known or readily ascertainable by other persons who could obtain economic value from its disclosure or use, or any information that the Company reasonably believes to be Confidential Information. It includes, but is not limited to, trade secrets, customer lists, financial

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information, business plans and may relate to such matters as research and development, operations, site selection/analysis processes, management systems and techniques, costs mo deling or sales and marketing. The provisions of this Section 12 shall remain in effect after the expiration or termination of this Agreement and the Executive's employment hereunder.

13.         Agreement Not to Compete.

a.           The Executive acknowledges that he is a key executive employee of the Company and by virtue of his position has gained and will gain extensive knowledge of the business of the Company, and that the restrictive covenants contained herein (the "Restrictive Covenants") are necessary to protect the goodwill and other legitimate business interests of the Company, and further acknowledges that the Company would not have entered into this Agreement in the absence of the Restrictive Covenants. The Executive acknowledges and agrees that the Restrictive Covenants are reasonable in duration, geographical scope, and in all other respects, and do not, and will not, unduly impair the Executive's ability to earn a living while the Restrictive Covenants are in effect. The Restrictive Covenants shall survive the expiration or sooner termination of this Agreement.

b.           The Executive covenants and agrees with the Company that from the Effective Date until the date which is two (2) years following the date of the Executive's termination of employment with the Company, whether such termination is voluntary or involuntary (the "Restricted Period"), the Executive will not, except when acting on behalf of the Company or any Affiliate, within any area in which the Company or any of its Affiliates are directly or indirectly conducting their business (the "Restricted Area"), engage in any of the following activities: (A) either directly or indirectly, solely or jointly with any person or persons, as an employee, consultant or advisor (whether or not engaged in business for profit) or as an individual proprietor, owner, partner, stockholder, director, officer, joint venturer, investor or in any other capacity, compete with the Company; provided, however, the Executive may own up to five percent (5%) of the ownership interest of any publicly traded company which may be engaged in any gaming business; or (B) directly or indirectly recruit or hire or attempt to recruit or hire any person known by the Executive to be an employee or contractor of the Company or any Affiliate or assist any person or persons in recruiting or hiring or soliciting any person known by the Executive to be an employee or contractor of the Company or any Affiliate.

If the scope of the Executive's agreement under this Section 13 is determined by any court of competent jurisdiction to be too broad to permit the enforcement of all of the provisions of this Section 13 to their fullest extent, then the provisions of this Section 13 shall be construed (and each of the parties hereto hereby confirm its intent is that such provisions be so construed) to be enforceable to the fullest extent permitted by applicable law. To the maximum extent permitted by applicable law, the Executive hereby consents to the judicial modification of the provisions of this Section 13 in any proceeding brought to enforce such provisions in such a manner that renders such provisions enforceable to the maximum extent permitted by applicable law.

c.           The provisions of this Section 13 shall remain in full force and effect after the expiration or termination of this Agreement and the Executive's employment hereunder.

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14.         Acknowledgments: Irreparable Harm.

The Executive agrees that the restrictions on competition, solicitation and disclosure in this Agreement are fair, reasonable and necessary for the protection of the interests of the Company. The Executive further agrees that a breach of any of the covenants set forth in Sections 12 and 13 of this Agreement will result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law, and the Executive further agrees that in the event of a breach, the Company will be entitled to an immediate restraining order and injunction to prevent such violation or continued violation, without having to prove damages, in addition to any other remedies to which the Company may be entitled to at law or in equity.

15.         Notification to Subsequent Employers.

The Executive grants the Company the right to notify any future employer or prospective employer of the Executive concerning the existence of and terms of this Agreement and grants the Company the right to provide a copy of this Agreement to any such subsequent employer or prospective employer.

16.         Full Settlement.

The Company's obligations to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. The Executive will not be obligated to seek other employment, and except as provided in Section 9(c)(iii) above, take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement.

17.         Resolution of Disputes.

Any controversy, claim or dispute arising out of or relating to this Agreement or the breach of this Agreement shall be settled by arbitration before a single neutral arbitrator in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the "Rules"), and a judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The Rules may be found online at www.adr.org . The award rendered in any arbitration proceeding under this section will be final and binding. Any demand for arbitration must be made and filed within sixty (60) days of the date the requesting party knew or reasonably should have known of the event giving rise to the controversy or claim . Any claim or controversy not submitted to arbitration in accordance with this section will be considered waived, and therefore, no arbitration panel or court will have the power to rule or make any award on such claims or controversy. Any such arbitration will be conducted in the Las Vegas, Nevada metropolitan area. Both the Company and the Executive recognize that each would give up any right to a jury trial, but believe the benefits of arbitration significantly out-weigh any disadvantage. Both further believe arbitration is likely to be both less expensive and less time-consuming than litigation of any dispute there might be.

Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; however, Executive and the Company agree

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that, to the extent permitted by law, the arbitrator may, in his or her di scretion, award reasonable attorneys' fees and expenses to the prevailing party. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, AAA's administrative fees, the fee of the arbitrator, and other similar fee s and costs, shall be borne by the Company. This section is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to the Executive's employment; provid ed, however, that the Executive shall retain the right to file administrative charges with or seek relief through any government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (a) claims f or workers' compensation, state disability insurance or unemployment insurance; (b) claims for unpaid wages or waiting time penalties brought before an appropriate state authority; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the terms of this Agreement; and (c) claims for administrative relief from the United States Equal Employment Opportunity Commission (or any similar state agency in any applicable juri sdiction); provided, further, that the Executive shall not be entitled to obtain any monetary relief through such agencies other than workers' compensation benefits or unemployment insurance benefits. This Agreement shall not limit either party's right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests pending the outcome of arbitration, including without limitation injunctive relief, in any court of competent jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party's right to compel arbitration.

If there shall be any dispute between the Company and the Executive (a) in the event of any termination of Executive's employment by the Company, whether such termination was with or without Cause, or (b) in the event of a Constructive Termination of employment by the Company, then, unless and until there is a final award by an arbitrator, to the extent permitted by applicable law , the Company shall pay, and provide all benefits to the Executive and/or the Executive's family or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 7 hereof, as the case may be, as though such termination were by the Company without Cause or was a Constructive Termination by the Company; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this section except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts to which Executive is ultimately adjudged by such arbitrator not to be entitled.

18.         Withholding.

The Company may withhold from any amounts payable under this Agreement the minimum Federal , state and local taxes as shall be required to be withheld pursuant to any applicable law, statute or regulation.

19.         Successors and Assigns.

This Agreement is binding upon and shall inure to the benefit of all successors and assigns of the Company. This Agreement shall be binding upon and inure to the benefit of the Executive and his heirs and personal representatives. None of the rights of the Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of the

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Executive. The rights of the Company under this Agreement may, without the consent of the Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or busines s of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement, prior to the effectiveness of any such succession shall be a material breach of this Agreement. As used in this Agreement, the "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

20.         Survival. The covenants, agreements, representations and warranties contained in or made in Sections 9 through 24 of this Agreement shall survive any termination of the Executive's employment.

21.         Miscellaneous.

a.           This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without reference to principles of conflict of laws. Except as provided in Sections 14 and 17, any suit brought hereon shall be brought in the state or federal courts sitting in Las Vegas, Nevada, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by Nevada law.

b.           All notices and other communications under this Agreement shall be in writing and shall be given by hand to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

IF TO THE EXECUTIVE:

Charles Protell
c/o Golden Entertainment, Inc.
6595 S. Jones Boulevard
Las Vegas, Nevada  89118

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IF TO THE COMPANY:

Golden Entertainment, Inc.
Attn: Chief Executive Officer
6595 S. Jones Boulevard
Las Vegas, Nevada  89118

or to such other address as either party furnishes to the other in writing in accordance with this Section 21(b). Notices and communications shall be effective when actually received by the addressee.

c.           The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with the law.

d.           The Executive's or the Company's failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement.

e.           This Agreement may be executed in several counterparts, each of which shall be deemed original, and said counterparts shall constitute but one and the same instrument.

f.           The language in all parts of this Agreement shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Agreement or any part thereof. Where the context so requires, the use of the masculine gender shall include the feminine and/or neuter genders and the singular shall include the plural, and vice versa, and the word "person" shall include any corporation, firm, partnership or other form of association. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

g.           This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement.

22.         Entire Agreement.

This Agreement and the other documents referenced herein constitute the entire agreement between the parties, and supersede all prior agreements and understandings between the parties with respect to the subject matter hereof, including but not limited to any prior employment agreement or offer letter with the Company or any subsidiary or Affiliate. No modification, termination or attempted waiver of this Agreement shall be valid unless in writing and signed by the party against whom the same is sought to be enforced.

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23.         Code Section 409A.

a.           It is intended that the severance payments and benefits to be provided under this Agreement will be exempt from or comply with Section 409A of the Code and any ambiguities herein will be interpreted to ensure that such payments and benefits be so exempt or, if not so exempt, comply with Section 409A of the Code. To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from, or in compliance with, Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of "separate payments" within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to the Executive's "termination of employment" shall mean the Executive's "separation from service," as defined in Treasury Regulation Section 1.409A-1(h) ("Separation from Service").

b.           If the Executive is a "specified employee" (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of the Executive's Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which the Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 23(b) shall be paid or distributed to the Executive in a lump sum on the earlier of (i) the date that is six (6)-months following the Executive's Separation from Service, (ii) the date of the Executive's death or (iii) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein.

c.           If the Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an "additional tax" as defined in Section 409A(a)(1)(B) of the Code.

d.           Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of the Executive's taxable year following the taxable year in which the Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of the Executive shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of the Executive, and the Executive's right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

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24.         Clawbacks and Forfe itures.

This Agreement and all compensation paid or payable hereunder shall be subject in all respects to the applicable provisions of any claw-back policy or forfeiture policy implemented by the Company after the Effective Date, including without limitation, any claw-back policy or forfeiture policy adopted to comply with the requirements of applicable law or the rules and regulations of any stock exchange applicable to the Company, including without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy or forfeiture policy.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the due authorization of its Board, the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first written above.

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EXHIBIT A

ADDITIONAL BENEFITS

The Executive shall be entitled to receive the following additional benefits:

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Exhibit 10.3

EMPLOYMENT AGREEMENT

This Agreement (the “Agreement”) is made and entered into as of this 14th day of November, 2016 (the “Effective Date”), by and between Gary A. Vecchiarelli (the “Employee”), and Golden Entertainment, Inc., a Minnesota corporation, including its subsidiaries and Affiliates (as defined below) (collectively, the “Company”).

RECITALS

WHEREAS, the Employee will become employed at-will by the Company.

WHEREAS, the Board of Directors of the Company (including any duly authorized Committee thereof, the “Board”) has determined that it is in the best interests of the Company to offer employment to the Employee; and

WHEREAS, the Board and the Employee wish to enter into this Agreement to document the terms of the Employee’s employment with the Company.

NOW, THEREFORE, in consideration of the mutual promises and covenants and the respective undertakings of the Company and the Employee set forth below the Company and Employee agree as follows:

AGREEMENT

1.        Employment .  The Company hereby employs the Employee, and the Employee accepts such employment and agrees to perform services for the Company, for the period and upon the other terms and conditions set forth in this Agreement.   Employee’s date of commencement of employment with the Company (the “Commencement Date”) will be not later than January 3, 2017.

2.        Base Salary .  The Company shall pay the Employee an annual base salary in the amount of Two Hundred Fifty Thousand Dollars ($250,000) or such amount as may from time-to-time be determined by the Company as appropriate in its sole discretion (“Base Salary”).  Such salary shall be paid in equal installments in the manner and at the times as other employees of the Company are paid.

3.        Incentive Compensation .  The Employee shall participate in the Company's incentive compensation program from time-to-time established by the Compensation Committee of the Company’s Board of Directors.  Commencing in calendar year 2017, the Employee’s target bonus under the Company’s annual incentive compensation plan shall be thirty-five percent (35%) of the Employee’s Base Salary.  Notwithstanding the foregoing, in light of the agreed upon Sign-On Bonuses described in Section 4 herein, Employee will not be eligible for any incentive compensation for calendar year 2016.  

4.        Sign-On Bonuses; Initial Stock Option Grant .

a.         Sign-On Bonuses . Within forty-five (45) calendar days after the Commencement Date, Employee will receive a lump-sum, sign-on bonus in the amount of

Twenty-Five Thousand Dollars ($25,000) (the “2016 Sign-On Bonus”), less all required tax withholdings, but subject to Employee’s continued employment with the Company at such date.  On the first anniversary of the Commencement Date, Employee will receive a lump-sum, sign-on bonus in the amount of Twenty-Five Thousand Dollars ($25,000) (the “2017 Sign-On Bonus” and together with the 2016 Sign-On Bonus, the “Sign-On Bonuses”), less all required tax withholdings, but subject to Employee’s continued employment with the Company at such date.  If Employee voluntarily terminates his employment other than in a “Constructive Termination” (as defined below), or if Employee is terminated for “Cause” (as defined below), in each case prior to the first anniversary of the Commencement Date, Employee shall repay to the Company a pro rata portion of the 2016 Sign-On Bonus based on the number of days elapsed during the period commencing on the Commencement Date and ending on the first anniversary of the Commencement Date.  If Employee voluntarily terminates his employment other than in a “Constructive Termination” (as defined below), or if Employee is terminated for “Cause” (as defined below), in each case on or after the first anniversary of the Commencement Date but prior to the second anniversary of the Commencement Date, Employee shall repay to the Company a pro rata portion of the 2017 Sign-On Bonus based on the number of days elapsed during the period commencing on the first anniversary of the Commencement Date and ending on the second anniversary of the Commencement Date.  The Company will have the right to offset any such Sign-On Bonus amounts that are to be repaid by Employee to the Company against any compensation otherwise payable to Employee by the Company on the date of Employee’s termination of employment.

b.         Initial Stock Option Grant .  In addition to the aforementioned compensation and benefits contained herein, upon Employee’s Commencement Date, Employee shall receive non-qualified options to purchase 100,000 shares of the Company’s common stock, with an exercise price equal to the closing price per share of the Company’s common stock on the Commencement Date and with 25% of such options vesting on the first anniversary of the Commencement Date (assuming Employee is employed with the Company at that time) and 1/48 ^th of such options vesting on the last day of each one-month period thereafter (assuming Employee is employed with the Company at that time).  The exercise of any stock options shall be subject to the terms and conditions of the Stock Option Grant Notice and Stock Option Agreement between Company and Employee (the “Option Agreement”) and the terms and conditions of the Company’s 2015 Incentive Award Plan, as the same may be amended or amended and restated from time to time, and/or, if applicable, the Company’s 2007 Stock Option and Compensation Plan, as the same may be amended or amended and restated from time to time.

5.        Benefits .  The Company shall provide to the Employee such benefits as are provided by the Company to other similarly-situated employees of the Company.  The Employee shall pay for the portion of the cost of such benefits as is from time-to-time established by the Company as the portion of such cost to be paid by similarly-situated employees of the Company. The Company shall have the right to amend or delete any such benefit plan or arrangement made available by the Company to its employees and not otherwise specifically provided for herein. The Employee shall be entitled to such periods of paid time off (“PTO”) each year as provided from time to time under the Company’s PTO policy.  In addition, the Employee shall be entitled to receive the additional benefits described on Exhibit A attached hereto.

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6.         Costs and Expenses . The Company shall reimburse the Employee for reasonable out-of-pocket business expenses incurred in connection with the performance of his duties hereunder, subject to such policies as the Company may from time to time establish, and the Employee furnishing the Company with evidence in the form of receipts satisfactory to the Company substantiating the claimed expenditures.

7.        Duties .  

a.        The Employee shall serve as Senior Vice President, Finance and Accounting of the Company.  In the performance of such duties, the Employee shall be the principal accounting officer of the Company and shall report directly to the Executive Vice President and Chief Financial Officer of the Company (the “CFO”) and shall be subject to the direction of the CFO and to such limits upon the Employee’s authority as the CFO may from time to time impose.  In the event of the CFO’s incapacity or unavailability, the Employee shall be subject to the direction of the Chief Executive Officer (the “CEO”).  The Employee hereby consents to serve as an officer and/or director of the Company or any subsidiary or Affiliate thereof without any additional salary or compensation, if so requested by the CEO or the CFO.  The Employee shall be employed by the Company on a full time basis.  The Employee’s primary place of work shall be the Company’s offices in Las Vegas, Nevada, or, with the Company's consent, at any other place at which the Company maintains an office; provided, however, that the Company may from time to time require the Employee to travel temporarily to other locations in connection with the Company's business.  The Employee shall be subject to and comply with the policies and procedures generally applicable to employees of the Company to the extent the same are not inconsistent with any term of this Agreement.

b.        The Employee shall at all times faithfully, industriously and to the best of his ability, experience and talent perform to the satisfaction of the Board, the CEO and the CFO all of the duties that may be assigned to the Employee hereunder.

8.        Termination .

a.        At-Will Employment; Termination .  The Company and the Employee acknowledge that the Employee’s employment is and shall continue to be at-will, as defined under applicable law, and that the Employee’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice.  If the Employee’s employment terminates for any reason, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement.    

b.        Automatic Termination Due to Death or Disability .

(i)       Termination Due to Disability .  If the Employee suffers any “Disability” (as defined below), this Agreement and the Employee’s employment hereunder will automatically terminate.  “Disability” means the inability of the Employee to perform the essential functions of his position, with or without reasonable accommodation, because of physical or mental illness or incapacity, for a period of ninety (90) consecutive calendar days or for one hundred twenty (120) calendar days in any one hundred eighty (180) calendar day period.  

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The existence of the Employee’s Disability shall be determined by the Company on the advice of a physician chosen by the Company and reasonably acceptable to the Employee.    

(ii)      Termination Due to Death .  This Agreement will automatically terminate on the date of the Employee’s death.

(iii)     Accrued Obligations and Stock Award Acceleration and Extended Exercisability .  In the event of the Employee’s termination of employment by reason of his Disability or death, the Company will have no further obligation to the Employee under this Agreement, except the Company shall pay to the Employee his fully earned but unpaid Base Salary, when due, through the date of the Employee’s termination at the rate then in effect, accrued and unused PTO, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which the Employee may be entitled pursuant to the terms of such plans or agreements at the time of the Employee’s termination (the "Accrued Obligations"), and the vesting of any outstanding unvested portion of each of the Employee’s Stock Awards shall be automatically accelerated on the date of termination (provided that the exercise of such Stock Awards shall be subject to the terms and conditions of the equity plan and any Stock Award agreement pursuant to which the Employee’s Stock Awards were granted).  In addition, such Stock Awards may be exercised by the Employee or the Employee’s legal representative until the latest of (A) the date that is one (1) year after the date of the Employee’s termination of employment or (B) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award.

c.        Termination Without Cause or Constructive Termination .

The provisions of this Section 8(c) shall apply following any termination of the Employee which is either (i) without “Cause” (as defined below); or (ii) a “Constructive Termination” (as defined below).  Notwithstanding anything to the contrary in this Section 8(c), and subject to Sections 8(f) and 22 and the Employee's continued compliance with Sections 11 and 12, in the event that the Employee’s employment is terminated, at any time, and such termination is either (i) without Cause; or (ii) a Constructive Termination:

(i)       Accrued Obligations .  The Company shall pay to the Employee the Accrued Obligations through the date of termination.

(ii)      Severance Payment . The Employee shall be entitled to receive severance benefits equal to an amount equal to one hundred thirty-five percent (135%) of his annual Base Salary (at the rate in effect immediately preceding his termination of employment), payable in a lump sum on the sixtieth (60 ^th ) day after the date of Employee’s termination of employment.

(iii)     Benefits .  For the period commencing on the date of the Employee’s termination of employment and continuing for twelve (12) months thereafter (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or (B) the date the Employee

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becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment) (such period, the “COBRA Coverage Period”), if the Employee and/or his eligible dependents who were covered under the Company’s health insurance plans as of the date of the Employee ’s termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse the Employee on a monthly basis for an amount equal to ( 1 ) the monthly premium the Employee and/or his covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for the Employee and/or his eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of the Employee ’s termination of employment (calculated by reference to the premium as of the date of the Employee ’s termination of employment ) less ( 2 ) the amount the Employee would have had to pay to receive group health coverage for the Employee and/or his or her covered dependents, as applicable, based on the cost sharing levels in effect on the date of the Employee ’s termination of employment (the “Monthly Premium Amount”) .  If any of the Company’s health benefits are self-funded as of the date of the Employee ’s termination of employment , or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to the Employee the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof).   The Employee shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums.   The Employee shall notify the Company immediately if the Employee becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment.   

(iv)       Stock Award Acceleration and Extended Exercisability . The vesting of any outstanding unvested portion of each of the Employee’s Stock Awards shall be automatically accelerated on the date of termination (provided that the exercise of such Stock Awards shall be subject to the terms and conditions of the equity plan and any Stock Award agreement pursuant to which the Employee’s Stock Awards were granted).  In addition, such Stock Awards may be exercised by the Employee or the Employee’s legal representative until the latest of (A) the date that is one (1) year after the date of the Employee’s termination of employment or (B) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award.

(v)       Conversion of Insurance Policies .  In addition, the Company shall also use its best efforts to convert any then-existing life insurance and accidental death and disability insurance policies to individual policies in the name of the Employee.  

d.        Termination by the Employee .

The Employee may terminate this Agreement and his employment hereunder at any time by providing the Company written notice of his intent to terminate at least sixty (60) days prior to the effective date of his termination.  During this sixty-day period, the Employee must execute his duties and responsibilities in accordance with the terms of this Agreement.  If

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the Employee resigns his employment, other than in a Constructive Termination, the Employee will only be entitled to receive the Accrued Obligations through the date of termination.

e.        Termination by the Company for Cause .

The Company will have the right to immediately terminate this Agreement and the Employee’s employment hereunder for “Cause” (as defined below).  In the event of such termination for Cause, the Employee will only be entitled to receive the Accrued Obligations through the date of termination.

f.        Waiver of Claims .

The Company’s obligations to provide severance benefits in Section 8(c) above are conditioned on the Employee signing and not revoking a general release of legal claims and covenant not to sue (the “Release”) in form and content satisfactory to the Company. In the event the Release does not become effective within the fifty-five (55) day period following the date of the Employee’s termination of employment, the Employee shall not be entitled to the aforesaid severance benefits.  

g.        Exclusive Remedy .  

Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of the Employee’s rights to salary, severance, benefits, bonuses and other amounts hereunder (if any) accruing after the termination of the Employee’s employment shall cease upon such termination.  In the event of the Employee’s termination of employment with the Company, the Employee’s sole remedy shall be to receive the payments and benefits described in this Section 8.  In addition, the Employee acknowledges and agrees that he or she is not entitled to any reimbursement by the Company for any taxes payable by the Employee as a result of the payments and benefits received by the Employee pursuant to this Section 8, including, without limitation, any excise tax imposed by Section 4999 of the Code.  Any payments made to the Employee under this Section 8 shall be inclusive of any amounts or benefits to which the Employee may be entitled pursuant to the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Sections 2101 et seq., and the Department of Labor regulations thereunder, or any similar state statute.  For the avoidance of doubt, following the Employee’s termination of employment for any reason, the Company will have no further obligation to provide to the Employee the additional benefits described on Exhibit A attached hereto.

h.        Return of the Company’s Property .  

In the event of the Employee’s termination of employment for any reason, the Company shall have the right, at its option, to require the Employee to vacate his offices prior to or on the effective date of separation and to cease all activities on the Company’s behalf.  Upon the Employee’s termination of employment in any manner, as a condition to the Employee’s receipt of any severance benefits described in this Agreement, the Employee shall immediately surrender to the Company all lists, books and records of, or in connection with, the Company’s business, and all other property belonging to the Company, it being distinctly understood that all such lists, books and records, and other documents, are the property of the Company.  The

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Employee shall deliver to the Company a signed statement certifying compliance with this Section 8(h ) prior to the receipt of any severance benefits described in this Agreement.

i.        Deemed Resignation .

Upon termination of the Employee's employment for any reason, the Employee shall be deemed to have resigned from all offices and directorships, if any, then held with the Company or any of its Affiliates, and, at the Company's request, the Employee shall execute such documents as are necessary or desirable to effectuate such resignations.

9.        Insurance; Indemnification .

a.         The Company shall have the right to take out life, health, accident, "key-man" or other insurance covering the Employee, in the name of the Company and at the Company's expense in any amount deemed appropriate by the Company.  The Employee shall assist the Company in obtaining such insurance, including, without limitation, submitting to any required examinations and providing information and data required by insurance companies.

b.         The Employee will be provided with indemnification against third party claims related to his or her work for the Company as required by Minnesota law.   The Company shall provide the Executive with directors and officers liability insurance coverage at least as favorable as that which the Company may maintain from time to time for members of the Board and other executive officers.

c.         Following a Change in Control and for a period of not less than three years after the effective date of the resignation or termination of the Employee, the Employee shall be entitled to indemnification and, to the extent available on commercially reasonable terms, insurance coverage therefor, with respect to the various liabilities as to which the Employee has been customarily indemnified prior to the Change in Control.  In the event of any discrepancies between the provisions of this paragraph and the terms of any Company insurance policy covering executive or any indemnification contract by and between the Company and the Employee, such insurance policy or indemnification contract shall control.

10.      Certain Definitions .

a.        Affiliate .

For purposes of this Agreement, “Affiliate” shall mean a person or entity controlling, controlled by or under common control with the Company.

b.        Change in Control .

For the purposes of this Agreement, a “Change in Control” shall have the meaning given to such term in the Company’s 2015 Incentive Award Plan, as in effect on the date of this Agreement.

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c.         Cause .

For the purposes of this Agreement, “Cause” shall mean termination of the Employee by the Company for any of the following reasons:

(i)       the commission of a felony;

(ii)      the theft or embezzlement of property of the Company or the commission of any similar act involving moral turpitude;

(iii)     the failure of the Employee to substantially perform his material duties and responsibilities under this Agreement for any reason other than the Employee’s death or Disability, which failure if, in the opinion of the Company such failure is curable, is not cured within thirty (30) days after written notice of such failure from the Company specifying such failure;

(iv)      the Employee’s material violation of a significant Company policy, which violation the Employee fails to cure within thirty (30) days after written notice of such violation from the Company specifying such failure, or which violation the Company, in its opinion, deems noncurable, and which violation has a material adverse effect on the Company or its subsidiaries or Affiliates;

(v)       the failure of the Employee to qualify (or having so qualified being thereafter disqualified) under any regulatory or licensing requirement of any jurisdiction or regulatory authority to which the Employee may be subject by reason of his position with the Company or its subsidiaries or Affiliates, unless waived by the Board or the Compensation Committee in its sole discretion; or

(vi)      the revocation of any gaming license issued by any governmental entity to the Company, as a result of any act or omission by the Employee, which revocation has an adverse effect on the Company or its subsidiaries or Affiliates.

d.        Constructive Termination .

(i)       For the purposes of this Agreement, “Constructive Termination” shall mean:

(A)      a material, adverse change of the Employee’s responsibilities, authority, status, position, offices, titles, duties or reporting requirements;

(B)      a reduction in the Employee’s Base Salary or a material adverse change in the Employee’s annual compensation or benefits;

(C)      a requirement to relocate in excess of fifty (50) miles from the Employee’s then current place of employment without the Employee’s consent; or

(D)      the breach by the Company of any material provision of this Agreement or failure to fulfill any other contractual duties owed to the Employee.

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For the purposes of this definition, the Employee’s responsibilities, authority, status, position, offices, titles, duties and reporting requirements are to be determined as of the date of this Agreement.  

(ii)       Notwithstanding the provisions of subsection (i) above, no termination by the Employee will constitute a Constructive Termination unless the Employee shall have provided written notice to the Company of his intention to so terminate this Agreement within ninety (90) days following the initial occurrence of the event or circumstances that the Employee believes to be the basis for the Constructive Termination, which notice sets forth in reasonable detail the conduct that the Employee believes to be the basis for the Constructive Termination, and the Company will thereafter have failed to correct such conduct (or commence action to correct such conduct and diligently pursue such correction to completion) within thirty (30) days following the Company’s receipt of such notice.  The Employee’s resignation by reason of Constructive Termination must occur within six (6) months following the initial occurrence of the event or circumstances that the Employee believes to be the basis for the Constructive Termination.

e.        Stock Awards .  

For purposes of this Agreement, “Stock Awards” means all stock options, restricted stock, restricted stock units and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof.  

11.      Confidentiality .

Except to the extent required by law, the Employee shall keep confidential and shall not, without the Company’s prior, express written consent, disclose to any third party, other than as reasonably necessary or appropriate in connection with the Employee’s performance of his duties under this Agreement or any employment agreement, if any, the Company’s “Confidential Information.”  “Confidential Information” means any information that the Employee learns or develops during the course of employment that derives independent economic value from being not generally known or readily ascertainable by other persons who could obtain economic value from its disclosure or use, or any information that the Company reasonably believes to be Confidential Information.  It includes, but is not limited to, trade secrets, customer lists, financial information, business plans and may relate to such matters as research and development, operations, site selection/analysis processes, management systems and techniques, costs modeling or sales and marketing.  The provisions of this Section 11 shall remain in effect after the expiration or termination of this Agreement and the Employee’s employment hereunder.

12.      Agreement Not to Compete .

a.        The Employee acknowledges that by virtue of his position he will gain extensive knowledge of the business of the Company, and that the restrictive covenants contained herein (the "Restrictive Covenants") are necessary to protect the goodwill and other legitimate business interests of the Company, and further acknowledges that the Company would not have entered into this Agreement in the absence of the Restrictive Covenants. The Employee

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acknowledges and agrees that the Restrictive Covenants are reasonable in duration, geographical scope, and in all other respects, and do not, and will not, unduly impair the Employee 's ability to earn a living while the Restrictive Covenants are in effect . The Restrictive Covenants shall survive the expiration or sooner termination of this Agreement.

b.        The Employee covenants and agrees with the Company that from the Effective Date until the date which is twelve (12) months following the date of the Employee’s termination of employment with the Company, whether such termination is voluntary or involuntary (the "Restricted Period"), the Employee will not, except when acting on behalf of the Company or any Affiliate, within  any area in which the Company or any of its Affiliates are directly or indirectly conducting their business (the "Restricted Area"), engage in any of the following activities: (A) either directly or indirectly, solely or jointly with any person or persons, as an employee, consultant, or advisor (whether or not engaged in business for profit) or as an individual proprietor, owner, partner, stockholder, director, officer, joint venturer, investor or in any other capacity, compete with the Company; provided, however, the Employee may own up to five percent (5%) of the ownership interest of any publicly traded company which may be engaged in any gaming business; or (B) directly or indirectly recruit or hire or attempt to recruit or hire any person known by the Employee to be an employee or contractor of the Company or any Affiliate or assist any person or persons in recruiting or hiring or soliciting any person known by the Employee to be an employee or contractor of the Company or any Affiliate.  

If the scope of the Employee’s agreement under this Section 12 is determined by any court of competent jurisdiction to be too broad to permit the enforcement of all of the provisions of this Section 12 to their fullest extent, then the provisions of this Section 12 shall be construed (and each of the parties hereto hereby confirm its intent is that such provisions be so construed) to be enforceable to the fullest extent permitted by applicable law.  To the maximum extent permitted by applicable law, the Employee hereby consents to the judicial modification of the provisions of this Section 12 in any proceeding brought to enforce such provisions in such a manner that renders such provisions enforceable to the maximum extent permitted by applicable law.

c.        The provisions of this Section 12 shall remain in full force and effect after the expiration or termination of this Agreement and the Employee’s employment hereunder.

13.      Acknowledgments; Irreparable Harm .

The Employee agrees that the restrictions on competition, solicitation and disclosure in this Agreement are fair, reasonable and necessary for the protection of the interests of the Company.  The Employee further agrees that a breach of any of the covenants set forth in Sections 11 and 12 of this Agreement will result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law, and the Employee further agrees that in the event of a breach, the Company will be entitled to an immediate restraining order and injunction to prevent such violation or continued violation, without having to prove damages, in addition to any other remedies to which the Company may be entitled to at law or in equity.

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14.      Notification to Subsequent Employers .

The Employee grants the Company the right to notify any future employer or prospective employer of the Employee concerning the existence of and terms of this Agreement and grants the Company the right to provide a copy of this Agreement to any such subsequent employer or prospective employer.

15.      Full Settlement .

The Company’s obligations to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Employee or others.  The Employee will not be obligated to seek other employment, and except as provided in Section 8(c)(iii) above, take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement.  

16.      Resolution of Disputes .

Any controversy, claim or dispute arising out of or relating to this Agreement or the breach of this Agreement shall be settled by arbitration before a single neutral arbitrator in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “Rules”), and a judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.  The Rules may be found online at www.adr.org.  The award rendered in any arbitration proceeding under this section will be final and binding.  Any demand for arbitration must be made and filed within sixty (60) days of the date the requesting party knew or reasonably should have known of the event giving rise to the controversy or claim.  Any claim or controversy not submitted to arbitration in accordance with this section will be considered waived, and therefore, no arbitration panel or court will have the power to rule or make any award on such claims or controversy.  Any such arbitration will be conducted in the Las Vegas, Nevada metropolitan area.  Both the Company and the Employee recognize that each would give up any right to a jury trial, but believe the benefits of arbitration significantly out-weigh any disadvantage.  Both further believe arbitration is likely to be both less expensive and less time-consuming than litigation of any dispute there might be.

Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; however, Employee and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees and expenses to the prevailing party.  Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, AAA’s administrative fees, the fee of the arbitrator, and other similar fees and costs, shall be borne by the Company.  This section is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to the Employee’s employment; provided, however, that the Employee shall retain the right to file administrative charges with or seek relief through any government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (a) claims for workers’ compensation, state disability insurance or unemployment insurance; (b) claims for unpaid wages or waiting time penalties brought before an appropriate state authority; provided, however, that any appeal

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from an award or from denial of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the terms of this Agreement; and ( c ) claims for administrative relief from the United States Equal Employment Opportunity Commission (or any similar state agency in any applicable jurisdiction); provided, further , that the Employee shall not be entitled to obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits.  This Agreement shall not limit either party’s right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests pending the outcome of arbitration, including without limitation injunctive relief, in any court of competent jurisdiction.  Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration.  

If there shall be any dispute between the Company and the Employee (a) in the event of any termination of Employee’s employment by the Company, whether such termination was with or without Cause, or (b) in the event of a Constructive Termination of employment by the Company, then, unless and until there is a final award by an arbitrator, to the extent permitted by applicable law, the Company shall pay, and provide all benefits to the Employee and/or the Employee’s family or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 8 hereof, as the case may be, as though such termination were by the Company without Cause or was a Constructive Termination by the Company; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this section except upon receipt of an undertaking by or on behalf of the Employee to repay all such amounts to which Employee is ultimately adjudged by such arbitrator not to be entitled.

17.      Withholding .

The Company may withhold from any amounts payable under this Agreement the minimum Federal, state and local taxes as shall be required to be withheld pursuant to any applicable law, statute or regulation.

18.      Successors and Assigns .

This Agreement is binding upon and shall inure to the benefit of all successors and assigns of the Company.  This Agreement shall be binding upon and inure to the benefit of the Employee and his heirs and personal representatives.  None of the rights of the Employee to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of the Employee.  The rights of the Company under this Agreement may, without the consent of the Employee, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company.  The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  Failure of the Company to obtain such agreement, prior to the effectiveness of any

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such succession shall be a material breach of this Agreement.   As used in this Agreement, the “ Company ” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

19.      Survival .  The covenants, agreements, representations and warranties contained in or made in Sections 8 through 23 of this Agreement shall survive any termination of the Employee’s employment.

20.      Miscellaneous .

a.        This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without reference to principles of conflict of laws.  Except as provided in Sections 13 and 16, any suit brought hereon shall be brought in the state or federal courts sitting in Las Vegas, Nevada, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper.  Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by Nevada law.

b.        All notices and other communications under this Agreement shall be in writing and shall be given by hand to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

IF TO THE EMPLOYEE:

Gary A. Vecchiarelli
c/o Golden Entertainment, Inc.
6595 S. Jones Boulevard
Las Vegas, Nevada  89118

IF TO THE COMPANY:

Golden Entertainment, Inc.
Attn: Chief Executive Officer
6595 S. Jones Boulevard
Las Vegas, Nevada  89118

or to such other address as either party furnishes to the other in writing in accordance with this Section 20(b).  Notices and communications shall be effective when actually received by the addressee.

c.        The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.  If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with the law.

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d.         Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

e.        The Employee's or the Company's failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement.

f.        This Agreement may be executed in several counterparts, each of which shall be deemed original, and said counterparts shall constitute but one and the same instrument.

g.        The language in all parts of this Agreement shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto.  Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Agreement or any part thereof.  Where the context so requires, the use of the masculine gender shall include the feminine and/or neuter genders and the singular shall include the plural, and vice versa, and the word “person” shall include any corporation, firm, partnership or other form of association. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.  

h.        This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement.

21.      Entire Agreement .

This Agreement and the other documents referenced herein constitute the entire agreement between the parties, and supersede all prior agreements and understandings between the parties with respect to the subject matter hereof, including but not limited to any prior employment agreement or offer letter with the Company or any subsidiary or Affiliate.  No modification, termination or attempted waiver of this Agreement shall be valid unless in writing and signed by the party against whom the same is sought to be enforced.

22.      Code Section 409A .

a.         It is intended that the severance payments and benefits to be provided under this Agreement will be exempt from or comply with Section 409A of the Code and any ambiguities herein will be interpreted to ensure that such payments and benefits be so exempt or, if not so exempt, comply with Section 409A of the Code .  To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from, or in compliance with, Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder.  Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code.   For purposes of this Agreement, all references to the Employee’s “termination of employment” shall mean the Employee’s “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (“Separation from Service”) .  

b.         If the Employee is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the

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date of the Employee ’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which the Employee is entitled under this Agreement is required in order to avoid a  prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 22(b) shall be paid or distributed to the Employee in a lump sum on the earlier of ( i ) the date that is six (6)-months following the Employee ’s Separation from Service, ( ii ) the date of the Employee ’s death or ( iii ) the earliest date as is permitted under Section 409A of the Code.  Any remaining payments due under the Agreement shall be paid as otherwise provided herein.

c.        If the Employee and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Employee and the Company agree to amend this Agreement, or take such other actions as Employee and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties.  To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code.

d.        Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of the Employee’s taxable year following the taxable year in which the Employee incurred the expenses.  The amount of expenses reimbursed or in-kind benefits payable during any taxable year of the Employee shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of the Employee, and the Employee’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

23.      Clawbacks and Forfeitures .

This Agreement and all compensation paid or payable hereunder shall be subject in all respects to the applicable provisions of any claw-back policy or forfeiture policy implemented by the Company after the Effective Date, including without limitation, any claw-back policy or forfeiture policy adopted to comply with the requirements of applicable law or the rules and regulations of any stock exchange applicable to the Company, including without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy or forfeiture policy.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the Employee has hereunto set the Employee’s hand and, pursuant to the due authorization of its Board, the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first written above.

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EXHIBIT A

ADDITIONAL BENEFITS

The Employee shall be entitled to receive the following additional benefits:

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Exhibit 10.4

GOLDEN ENTERTAINMENT, INC.

2015 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND
RESTRICTED STOCK UNIT AWARD AGREEMENT

Golden Entertainment, Inc., a Minnesota corporation (the “ Company ”), pursuant to its 2015 Incentive Award Plan (the “ Plan ”), hereby grants to the individual listed below (“ Participant ”) , an award of restricted stock units (“ Restricted Stock Units ” or “ RSUs ”) with respect to the number of shares of the Company’s common stock (the “ Shares ”) set forth below.  This award for Restricted Stock Units (this “ RSU Award ”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “ Restricted Stock Unit Agreement ”) and the Plan, each of which are incorporated herein by reference.  Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.

By his or her signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice.  Participant has reviewed the Restricted Stock Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Unit Agreement and the Plan. Participant has been provided with a copy or electronic access to a copy of the prospectus for the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Restricted Stock Unit Agreement.  

Participant understands and agrees that this RSU Award does not alter the at-will nature of his or her employment relationship with the Company and is not a promise of continued employment for the vesting period of the RSU Award or any portion of it.  

The Plan, this Grant Notice and the Restricted Stock Unit Agreement constitute the entire agreement of the parties and supersede in their entirety all oral, implied or written promises, statements, understandings, undertakings and agreements between the Company and Participant with respect to the subject matter hereof, including without limitation, the provisions of any employment agreement or offer letter regarding equity awards to be awarded to Participant by the Company, or any other oral, implied or written promises, statements, understandings, undertakings or agreements by the Company or any of its representatives regarding equity awards to be awarded to Participant by the Company.

EXHIBIT A

TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE

RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Grant Notice to which this Restricted Stock Unit Award Agreement (this “ Agreement ”) is attached, the Company has granted to Participant the right to receive the number of RSUs set forth in the Grant Notice.

ARTICLE I.

GENERAL

1.1        Defined Terms .  Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

1.2        Incorporation of Terms of Plan .  The RSU Award is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference.  In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE II.

award of restricted stock units

2.1        Award of Restricted Stock Units .  

(a)        Award .  In consideration of Participant’s past and/or continued employment with or service to the Company or any Subsidiary and for other good and valuable consideration, the Company hereby grants to Participant the right to receive the number of RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this Agreement, the Grant Notice and the Plan.  Prior to actual issuance of any Shares, the RSUs and the RSU Award represent an unsecured obligation of the Company, payable only from the general assets of the Company.

(b)        Vesting .  The RSUs subject to the RSU Award shall vest in accordance with the Vesting Schedule set forth in the Grant Notice.  Unless and until the RSUs have vested in accordance with the Vesting Schedule set forth in the Grant Notice, Participant will have no right to any distribution with respect to such RSUs.  In the event of Participant’s Termination of Service prior to the vesting of all of the RSUs, any unvested RSUs will terminate automatically without any further action by the Company and be forfeited without further notice and at no cost to the Company.  

(c)        Distribution of Shares .

(i)       Shares of Common Stock shall be distributed to Participant (or in the event of Participant’s death, to his or her estate) with respect to such Participant’s vested RSUs within thirty (30) days following the vesting date of the RSUs as specified in the Vesting Schedule set forth in the Grant Notice, subject to the terms and provisions of the Plan and this Agreement.  

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(ii)        All distributions shall be made by the Company in the form of whole shares of Common St ock.  In lieu of any fractional share of Common Stock, the Company shall make a cash payment to Participant equal to the Fair Market Value of such fractional share on the date the RSUs are settled pursuant to this Section 2.1.

(iii)       Neither the time nor form of distribution of Common Stock with respect to the RSUs may be changed, except as may be permitted by the Administrator in accordance with the Plan and Section 409A of the Code and the Treasury Regulations thereunder.

2.2        Tax Withholding .  Notwithstanding any other provision of this Agreement (including, without limitation, Section 2.1(b) hereof):

(a)      The Company and its Subsidiaries have the authority to deduct or withhold from other compensation payable to Participant, or to require Participant to remit to the Company or the applicable Subsidiary, an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the Employee’s portion of any FICA obligation) required by Applicable Law to be withheld with respect to any taxable event arising from the vesting of the RSUs or the receipt of the Shares upon settlement of the RSUs.  Participant may, at his or her election, satisfy the tax withholding obligation in one or more of the forms specified below:

(i)      by cash or check made payable to the Company or the Subsidiary with respect to which the withholding obligation arises;

(ii)      by the deduction of such amount from other compensation payable to Participant;

(iii)      by requesting that the Company withhold a net number of vested Shares otherwise issuable pursuant to the RSUs having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes;

(iv)      by tendering vested shares of Common Stock having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes;

(v)      through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to the Shares issuable pursuant to the RSUs then vesting and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or the Subsidiary with respect to which the tax withholding obligation arises in satisfaction of such obligation; provided that payment of such proceeds is then made to the Company or the applicable Subsidiary at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or

(v)      in any combination of the foregoing.

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(b)      In the event Participant fails to provide timely payment of all sums required pursuant to Section 2.2(a), the Company shall satisfy all or any portion of Participant’s required payment obligation pursuant to Section 2.2(a)(iii) above. The Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the RSUs to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the grant of the RSUs, the distribution of the Shares issuable with respect thereto, or any other taxable event related to the RSUs, provided that no payment shall be delayed under this Section 2.2(b) if such delay will result in the imposition of taxes or penalties under Section 409A of the Code.

2.3       Conditions to Issuance of Shares .  The Company shall not be required to issue or deliver any Shares issuable upon the vesting of the RSUs prior to the fulfillment of all of the following conditions:  

(a)      the admission of the Shares to listing on all stock exchanges on which such Shares are then listed;

(b)      the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Administrator shall, in its sole and absolute discretion, deem necessary and advisable;

(c)      the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d)      the lapse of any such reasonable period of time following the date the RSUs vest as the Administrator may from time to time establish for reasons of administrative convenience, subject to Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder; and

(e)      the receipt by the Company of full payment of any applicable withholding tax in any manner permitted under Section 2.2 above.  

2.4       Forfeiture and Claw-Back Provisions .  Participant hereby acknowledges and agrees that the RSU Award is subject to the provisions of Section 10.5(b) of the Plan.

ARTICLE III.

other provisions

3.1        Administration .  The Administrator shall have the power to interpret the Plan, the Grant Notice and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan, the Grant Notice and this Agreement as are consistent therewith and to interpret, amend or revoke any such rules.  All actions taken and all interpretations and determinations made by the Administrator will be final and binding upon Participant, the Company and all other interested persons.  To the extent allowable pursuant to Applicable Law, no member of the Administrator will be personally liable for any action, determination or interpretation made with respect to the Plan, the Grant Notice or this Agreement.

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3.2        RSU Award and Interests Not Transferable .  This RSU Award and the rights and privileges conferred hereby, including the RSUs awarded hereunder, shall not be liable for the debts, contracts or engagements of Participant or his or her successors in interest nor shall they be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

3.3        Rights as Stockholder .  Neither Participant nor any person claiming under or through Participant shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares issuable hereunder unless and until certificates representing such Shares (which may be in book-entry form) shall have been issued and recorded on the books and records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage account).   No adjustment will be made for a dividend or other right for which the record date is prior to the date of such issuance, recordation and delivery, except as provided in Article 12 of the Plan. After such issuance, recordation and delivery, Participant shall have all the rights of a stockholder of the Company, including with respect to the right to vote the Shares and the right to receive any cash or share dividends or other distributions paid to or made with respect to the Shares.

3.4        Adjustments .  Participant acknowledges that the RSU Award, including the vesting of the RSU Award and the number of Shares subject to the RSU Award, is subject to adjustment in the discretion of the Administrator upon the occurrence of certain events as provided in this Agreement and Article 12 of the Plan.

3.5        Not a Contract of Employment or other Service Relationship .  Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue to serve as an employee or other service provider of the Company or any of its affiliates.  Participant understands and agrees that this RSU Award does not alter the at-will nature of his or her employment relationship with the Company and is not a promise of continued employment for the vesting period of the RSU Award or any portion of it.

3.6        Conformity to Securities Laws .  Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws, including, without limitation, the provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the RSUs are granted and may be settled, only in such a manner as to conform to Applicable Law. To the extent permitted by Applicable Law, the Plan, the Grant Notice and this Agreement shall be deemed amended to the extent necessary to conform to Applicable Law.

3.7        Amendment, Suspension and Termination .  To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator , provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall impair any rights or obligations under this Agreement in any material way without the prior written consent of Participant.

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3.8        Notices .  Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company's principal office, and any notice to be given to Participant shall be addressed to Participant at Participant's last address reflected on the Company's records. By a notice given pursuant to this Section 3.8, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email (if to Participant) or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

3.9        Successors and Assigns .  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and the Plan, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

3.10        Section 409A .  

(a)       Notwithstanding any other provision of the Plan, this Agreement or the Grant Notice, the Plan, this Agreement and the Grant Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date, “ Section 409A ”).  The Administrator may, in its discretion, adopt such amendments to the Plan, this Agreement or the Grant Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate to comply with the requirements of Section 409A .  

(b)       This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the Shares issuable pursuant to the RSUs hereunder shall be distributed to Participant no later than the later of:  (i) the fifteenth (15 ^th ) day of the third month following Participant’s first taxable year in which such RSUs are no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15 ^th ) day of the third month following first taxable year of the Company in which such RSUs are no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A and any Treasury Regulations and other guidance issued thereunder.

(c)        For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Participant may be eligible to receive under this Agreement shall be treated as a separate and distinct payment.

3.11        Tax Representations .  Participant has reviewed with Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Grant Notice and this Agreement.  Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

3.12        Titles .  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

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3.13        Governing Law; Severability .  The laws of the State of Minnesota shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

3.14        Limitations Applicable to Section 16 Persons . Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the RSUs, the Plan and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

3.15        Entire Agreement .  The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.  

3.16        Limitation on Participant's Rights .  Participation in the Plan confers no rights or interests other than as herein provided.  This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust.  Neither the Plan nor any underlying program, in and of itself, has any assets.  Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive the Common Stock as a general unsecured creditor.

3.17        Counterparts .  The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which shall be deemed an original and all of which together shall constitute one instrument.

3.11        Paperless Administration .  By accepting this RSU Award, Participant hereby agrees to receive documentation related to the RSU Award by electronic delivery, such as a system using an internet website or interactive voice response, maintained by the Company or a third party designated by the Company.

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Exhibit 10.5

GOLDEN ENTERTAINMENT, INC.

AMENDED AND RESTATED 2007 STOCK OPTION AND COMPENSATION Plan

STOCK OPTION GRANT NOTICE AND

STOCK OPTION AGREEMENT

Golden Entertainment, Inc., a Minnesota corporation (the “ Company ”), pursuant to its Amended and Restated 2007 Stock Option and Compensation Plan (as amended from time to time, the “ Plan ”), hereby grants to the individual listed below (“ Participant ”), an option to purchase the number of shares of the Company’s Common Stock set forth below (the “ Option ”). This Option is subject to all of the terms and conditions set forth in this Stock Option Grant Notice (the " Grant Notice ") and in the Stock Option Agreement attached hereto as Exhibit A (the “ Agreement ”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.

Type of Option: ☐    Incentive Stock Option ☒    Non-Qualified Stock Option

Notwithstanding the foregoing vesting schedule, in no event may the Option be exercised prior to the earlier of (i) August 1, 2018, or (ii) immediately prior to the consummation of a Change in Control under Section 4.20(b)(i), (iii) or (iv) of the Agreement which results in an “ownership change” as defined in Section 382 of the Internal Revenue Code of 1986, as amended, or any successor statute (such date, the “ Initial Exercisability Date ”).

By his or her signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. Participant has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Grant Notice or the Agreement.

EXHIBIT A

TO STOCK OPTION GRANT NOTICE

STOCK OPTION AGREEMENT

Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant an Option under the Plan to purchase the number of shares of Common Stock indicated in the Grant Notice.  The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of this Agreement shall control. Certain capitalized terms used in this Agreement are defined in Section 4.20 below.

ARTICLE I

GRANT OF OPTION

1.1       Grant of Option . In consideration of Participant’s past and/or continued employment with or service to the Company or a Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “ Grant Date ”), the Company has granted to Participant the Option to purchase any part or all of an aggregate of the number of shares of Common Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan, the Grant Notice and this Agreement. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.

1.2       Exercise Price . The exercise price per share of the shares of Common Stock subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided , however , that the price per share of the shares of Common Stock subject to the Option shall not be less than 100% of the Fair Market Value of a share of Common Stock on the Grant Date.

ARTICLE II

PERIOD OF EXERCISABILITY

2.1       Commencement of Exercisability .

(a)      Subject to Sections 2.2, 2.3 and 4.4, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b)      No portion of the Option that has not become vested and exercisable on or prior to the date of Participant’s Termination of Service shall thereafter become vested and exercisable, except as may be otherwise provided in the Grant Notice or provided by the Committee or as set forth in a written agreement between the Company and Participant.

2.2       Duration of Exercisability . The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment that becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 2.3. hereof. Once the Option becomes unexercisable, it shall be forfeited immediately.

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2.3       Expiration of Option . The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a)      The expiration of ten years from the Grant Date;

(b)      If this Option is designated as an Incentive Stock Option and Participant was a greater than 10% stockholder at the time the Option was granted, the expiration of five years from the Grant Date;

(c)      Except as the Committee may otherwise approve or as set forth in a written agreement between the Company and Participant, the expiration of three months following the date of Participant’s Termination of Service, unless such termination occurs by reason of Participant’s death, Disability or for Cause; provided , however , that, subject to Section 4.3 of this Agreement, if such termination occurs prior to the Initial Exercisability Date, any portion of the Option which is vested at the time of such termination shall remain exercisable until the expiration of three months following the Initial Exercisability Date;

(d)      The expiration of one year from the date of Participant’s death if Participant dies (i) prior to his or her Termination of Service or (ii) within three months after his or her Termination of Service (unless such termination occurs for Cause); provided , however , that, subject to Section 4.3 of this Agreement, if such termination occurs prior to the Initial Exercisability Date, any portion of the Option which is vested at the time of such termination shall remain exercisable until the expiration of three months following the Initial Exercisability Date (or, if later, until the expiration of one year from the date of such death);

(e)      The expiration of one year from the date of Participant’s Termination of Service by reason of Participant’s Disability; provided , however , that, subject to Section 4.3 of this Agreement, if such termination occurs prior to the Initial Exercisability Date, any portion of the Option which is vested at the time of such termination shall remain exercisable until the expiration of three months following the Initial Exercisability Date (or, if later, until the expiration of one year from the date of Participant’s Disability); or

(f)      Except as the Committee may otherwise approve, the date of Participant’s Termination of Service for Cause.

If the Option is an Incentive Stock Option, note that, to obtain the federal income tax advantages associated with an “incentive stock option,” the Code requires that at all times beginning on the date of grant of the Option and ending on the day three months before the date of Option’s exercise, Participant must be an employee of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) of the Company, except in the event of Participant’s death or disability (as defined in Section 22(e)(3) of the Code). The Company has provided for extended exercisability of Participant’s Option under certain circumstances for Participant’s benefit but cannot guarantee that Participant’s Option will necessarily be treated as an “incentive stock option” if Participant continues to provide services to the Company or a Subsidiary as a Consultant or Director after Participant’s employment terminates or if Participant otherwise exercises the Option more than three months after the date Participant’s employment terminates.

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2.4       Tax Withholding .  Notwithstanding any other provision of this Agreement:

(a)      The Company and its Subsidiaries have the authority to deduct or withhold, or require Participant to remit to the Company or the applicable Subsidiary, an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation) required by applicable law to be withheld with respect to any taxable event arising pursuant to this Agreement.  The Company and its Subsidiaries may withhold, or allow Participant to satisfy, the tax withholding obligation in one or more of the forms specified below, subject to Section 11 of the Plan:

(i)      By cash or check made payable to the Company or the Subsidiary with respect to which the withholding obligation arises;

(ii)      By the deduction of such amount from other compensation payable to Participant;

(iii)      With the consent of the Committee, by requesting that the Company withhold a net number of shares of Common Stock issuable upon the exercise of the Option having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes;

(iv)      With the consent of the Committee, by tendering vested shares of Common Stock having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; or

(v)      Through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or the Subsidiary with respect to which the withholding obligation arises in satisfaction of such withholding taxes based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; provided that payment of such proceeds is then made to the Company or the applicable Subsidiary at such time as may be required by the Committee, but in any event not later than the settlement of such sale.

(b)      In the event Participant fails to provide timely payment of all sums required pursuant to Section 2.4(a), the Company shall have the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant's required payment obligation pursuant to Section 2.4(a)(ii) or Section 2.4(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate.  The Company shall not be obligated to deliver any shares of Common Stock issuable with respect to the exercise of the Option to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the exercise of the Option or any other taxable event related to the Option.

(c)      In the event any tax withholding obligation arising in connection with the Option will be satisfied under Section 2.4(a)(iii) above, then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Participant's behalf a whole number of shares from those shares of Common Stock that are issuable upon exercise of the Option as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding

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obligation and to remit the proceeds of such sale to the Company or the Subsidiary with respect to which the withholding obligation arises.  Participant's acceptance of this Option constitutes Participant's instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 2 .4(c), including the transactions described in the previous sentence, as applicable.  The Company may refuse to issue any shares of Common Stock to Participant until the foregoing tax withholding obligations are satisfied.

(d)      Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Option.  Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Common Stock.  The Company and its Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Participant's tax liability.

2.5       Special Tax Consequences . Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Common Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.

ARTICLE III

EXERCISE OF OPTION

3.1       Person Eligible to Exercise . During the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 2.3, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

3.2       Partial Exercise . Subject to Section 4.1, any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 2.3 hereof.

3.3       Manner of Exercise . The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person or entity designated by the Company), during regular business hours of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 2.3 hereof:

(a)      An exercise notice in a form specified by the Committee, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;

(b)      The receipt by the Company of full payment for the shares of Common Stock with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 3.4 hereof that is acceptable to the Committee;

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( c )        The payment of any applicable withholding tax, as provided under in accordance with Section 2 .4;

(d)      Any other written representations or documents as may be required in the Committee’s sole discretion to effect compliance with the applicable law; and

(e)      In the event the Option or portion thereof shall be exercised pursuant to Section 3.1 by any person or persons other than Participant, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding any of the foregoing, the Committee shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

3.4       Method of Payment . Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of Participant, subject to terms of the Plan:

(a)      By cash or check made payable to the Company;

(b)      Through delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided , that payment of such proceeds is then made to the Company at such time as may be required by the Committee, but in any event not later than the settlement of such sale;

(c)      With the consent of the Committee, by tendering vested shares of Common Stock (including, without limitation, shares of Common Stock otherwise issuable upon the exercise of the Option) held for such period of time as may be required by the Committee in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or portion thereof being exercised; or

(d)      With the consent of the Committee, property of any kind that constitutes good and valuable consideration.

3.5       Conditions to Issuance of Shares . The Company shall not be required to issue or deliver any shares of Common Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:

(a)      The admission of such shares of Common Stock to listing on all stock exchanges on which such Common Stock is then listed;

(b)      The completion of any registration or other qualification of such shares of Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Committee, in its sole discretion, shall deem necessary or advisable;

(c)      The obtaining of any approval or other clearance from any state or federal governmental agency that the Committee, in its sole discretion, shall determine to be necessary or advisable;

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(d )        The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience;

(e)      The receipt by the Company of full payment for such shares of Common Stock, which may be in one or more of the forms of consideration permitted under Section 3.4; and

(f)      The receipt of full payment of any applicable withholding tax in accordance with Section 2.4 by the Company or its Subsidiary with respect to which the applicable withholding obligation arises.

3.6       Rights as Stockholder . Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any shares of Common Stock purchasable upon the exercise of any part of the Option unless and until certificates representing such shares of Common Stock (which may be in book-entry form) shall have been issued and recorded on the records of the Company or its transfer agents or registrars and delivered to Participant (including through electronic delivery to a brokerage account).  No adjustment will be made for a dividend or other right for which the record date is prior to the date of such issuance, recordation and delivery, except as provided in Section 4(c) of the Plan. Except as otherwise provided herein, after such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to such shares of Stock, including, without limitation, the right to receipt of dividends and distributions on such shares.

3.7       Forfeiture and Claw-Back Provisions .  Participant hereby agrees that the Committee may provide that the Award shall terminate and any unvested Options shall be forfeited, if Participant at any time prior to the vesting of the Option engages in any activity which is inimical, contrary or harmful to the interests of the Company, as determined by the Committee, including, without limitation, any violation of any written Company policy, or Participant’s employment is terminated for Cause.   All Awards (including any proceeds, gains or other economic benefit actually or constructively received by Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) shall be subject to the applicable provisions of any claw-back policy implemented by the Company, whether implemented prior to or after the grant of such Award, including without limitation, any claw-back policy adopted to comply with the requirements of applicable law, including without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy.  

ARTICLE IV

OTHER PROVISIONS

4.1       Whole Shares .  The Option may only be exercised for whole shares of Common Stock.

4.2       Option Not Transferable .

(a)      The Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Common Stock underlying the Option have been issued, and all restrictions applicable to such shares of Common Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment,

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garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

(b)      During the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 2.3, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

4.3       Adjustments .   Participant acknowledges that the Option, including the vesting of the Option, the number of Shares subject to the Option, and the exercise price of the Option, is subject to adjustment in the discretion of the Committee upon the occurrence of certain events as provided in this Agreement and in Section 12.2 of the Company ’s 2015 Incentive Award Plan, which section is incorporated by reference herein as if fully set forth herein and shall apply to Participant’s Option and this Agreement mutatis mutandis .  Notwithstanding any provision of the Plan to the contrary, Section 9 of the Plan shall not apply to Participant’s Option nor to this Agreement, and the Plan is hereby amended by the Committee to the extent necessary to give effect to such treatment.  

4.4       Conformity to Securities Laws . Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all applicable laws, including, without limitation, the provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to applicable law. To the extent permitted by applicable law, the Plan, the Grant Notice and this Agreement shall be deemed amended to the extent necessary to conform to applicable law.

4.5       Amendment, Suspension and Termination . To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee; provided , that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall impair any rights or obligations under this Agreement in any material way without the prior written consent of Participant.

4.6       Notices . Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company's principal office, and any notice to be given to Participant shall be addressed to Participant (or if Participant is then deceased, to the person entitled to exercise the Option pursuant to Section 3.1) at Participant's last address reflected on the Company's records. By a notice given pursuant to this Section 4.6, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email (if to Participant) or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

4.7       Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and the Plan, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.8       Section 409A .  This Award is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of

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Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “ Section 409A ”).  However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Committee determines that this Award (or any portion thereof) may be subject to Section 409A, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate for this Award either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.   

4.9       Tax Representations . Participant has reviewed with Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

4.10       Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.11       Governing Law; Severability . The laws of the State of Minnesota shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

4.12       Notification of Disposition . If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Common Stock acquired under this Agreement if such disposition or transfer is made (a) within two years from the Grant Date with respect to such shares of Common Stock or (b) within one year after the transfer of such shares of Common Stock to the Participant. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

4.13       Limitations Applicable to Section 16 Persons . Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option, the Grant Notice and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

4.14       Entire Agreement .  The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.  

4.15       Limitation on Participant's Rights .  Participation in the Plan confers no rights or interests other than as herein provided.  This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust.  Neither the Plan nor any underlying program, in and of itself, has any assets.  Participant shall have only the rights of a general

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unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to options, as and when exercised pursuant to the terms hereof.

4.16       Counterparts .  The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to applicable l aw, each of which shall be deemed an original and all of which together shall constitute one instrument.

4.17       Paperless Administration .  By accepting this Award, Participant hereby agrees to receive documentation related to the Award by electronic delivery, such as a system using an internet website or interactive voice response, maintained by the Company or a third party designated by the Company.

4.18       Broker-Assisted Sales .  In the event of any broker-assisted sale of shares of Common Stock in connection with the payment of withholding taxes as provided in Section 2.4(a)(iii) or (v) or Section 2 .4(c) or the payment of the exercise price as provided in Section 3.4(b ): (a) any shares of Common Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such shares of Common Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or exercise price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or exercise price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company or its Subsidiary with respect to which the withholding obligation arises, an amount sufficient to satisfy any remaining portion of the Company’s or the applicable Subsidiary's withholding obligation.

4.19       No Right to Continued Service .  PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE CONTINUED VESTING OF THE OPTION IS EARNED ONLY BY CONTINUING SERVICE TO THE COMPANY AND ITS AFFILIATES AS AN “AT WILL” EMPLOYEE OR CONSULTANT OF THE COMPANY OR ONE OF ITS AFFILIATES OR A DIRECTOR OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR ACQUIRING SHARES HEREUNDER).  PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE, CONSULTANT OR DIRECTOR FOR SUCH PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE COMPANY’S OR ANY OF ITS AFFILIATES' RIGHT TO TERMINATE PARTICIPANT’S EMPLOYMENT OR SERVICE TO THE COMPANY OR SUCH AFFILIATE AT ANY TIME, WITH OR WITHOUT CAUSE.

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4.20        Certain Definitions .  

(a)      “ Cause ” shall mean (a) the Committee ’s determination that the Participant failed to substantially perform the Participant’s duties (other than any such failure resulting from the Participant’s Disability); (b) the Committee ’s determination that the Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or the Participant’s immediate supervisor; (c) the Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony, indictable offense or crime involving moral turpitude; (d) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing the Participant’s duties and responsibilities; or (e) the Participant’s commission of an act of fraud, embezzlement, misappropriation, willful or gross misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries.  Notwithstanding the foregoing, if the Participant is a party to a written employment or consulting agreement with the Company or any of its Subsidiaries in which the term “cause” is defined, then “Cause” shall be as such term is defined in the applicable written employment or consulting agreement.

(b)      “ Change in Control ” shall mean the occurrence of any of the following events:

(i)      A transaction or series of transactions (other than an offering of Shares to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than (i) the Company or any Subsidiary, (ii) an employee benefit plan maintained by any of the foregoing entities, (iii) a “person” or “group” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company, or (iv) any “group” of “persons” formed under the Shareholders’ Agreement or the NOL Preservation Agreement) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(ii)      During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 4.20(b)(i) or Section 4.20(b)(iii)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(iii)      The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case, other than a transaction:

(1)      Which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “ Successor Entity ”)) directly or indirectly, at least a majority of

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the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(2)      After which no person or group beneficially owns voting securities representing fifty percent (50%) or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 4.20(b)(iii)(2) as beneficially owning fifty percent (50%) or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or

(iv)      A liquidation or dissolution of the Company.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in subsection (i), (ii), (iii) or (iv) above with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event” (within the meaning of Section 409A of the Code). Consistent with the terms of this Section 4.20(b), the Committee shall have full and final authority to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto.

(c)      “ Disability ” shall mean that the Participant is either (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (b) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under a long-term disability income plan, if any, covering employees of the Company. For purposes of the Plan, a Participant shall be deemed to have incurred a Disability if the Participant is determined to be totally disabled by the Social Security Administration or in accordance with the applicable disability insurance program of the Company; provided that the definition of “disability” applied under such disability insurance program complies with the requirements of this definition.

(d)      “ NOL Preservation Agreement ” shall mean the NOL Preservation Agreement, dated July 31, 2015, by and among the Company, The Blake L. Sartini and Delise F. Sartini Family Trust, Lyle A. Berman and certain other shareholders of the Company party thereto from time to time, as such agreement may be amended, supplemented or amended and restated from time to time.

(e)      “ Shareholders’ Agreement ” shall mean the Shareholders’ Agreement, dated January 25, 2015, by and among the Company, The Blake L. Sartini and Delise F. Sartini Family Trust and each of the shareholders of the Company party thereto from time to time, as such agreement may be amended, supplemented or amended and restated from time to time.  

(f)      “ Subsidiary ” shall mean (a) a corporation, association or other business entity of which fifty percent (50%) or more of the total combined voting power of all classes of capital stock is owned, directly or indirectly, by the Company and/or by one or more Subsidiaries, (b) any partnership or limited liability company of which fifty percent (50%) or more of the equity interests are owned, directly or indirectly, by the Company and/or by one or more Subsidiaries, and (c) any other entity not described in clauses (a) or (b) above of which fifty percent (50%) or more of the ownership or the power (whether

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voting interests or otherwise), pursuant to a written contract or agreement, to direct the policies and management or the financial and the other affairs thereof, are owned or controlled by the Company and/or by one or more Subsidiaries.

(g)      “ Termination of Service ” shall mean, unless otherwise determined by the Committee, the time when the employee-employer relationship between Participant and the Company and its subsidiaries is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement, but excluding termination where the Participant simultaneously commences or remains in service as a Consultant and/or Director with the Company or any Subsidiary.  The Committee, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of Service has occurred, whether any Termination of Service resulted from a discharge for Cause and whether any particular leave of absence constitutes a Termination of Service.  Participant’s employee-employer relationship or consultancy relationship shall be deemed to be terminated in the event that the Subsidiary employing or contracting with Participant ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).

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