Accel Entertainment, Inc. (Form: 8-K, Received: 03/04/2020 16:38:04)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2020

ACCEL ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)



Delaware			001-38136		98-1350261
(State or other jurisdiction of incorporation)			(Commission File Number)		(IRS Employer Identification No.)

140 Tower Drive
Burr Ridge	,	Illinois		60527
(Address of principal executive offices)				(Zip Code)

(630) 972-2235

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A-1 common stock, par value $0.0001 per share	ACEL	New York Stock Exchange
Warrants, each whole Warrant exercisable for one share of Class A-1 common stock at an exercise price of $11.50 per share	ACEL-WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Form of Company Award Agreements

On February 27, 2020, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Accel Entertainment, Inc. (the “Company”) approved a form of Company Restricted Stock Unit Award Agreement (the “Form Restricted Stock Unit Award Agreement”) for restricted stock awards granted under the Accel Entertainment, Inc. Long Term Incentive Plan (the “LTIP”), and a form of Company Stock Option Award Agreement (the “Form Company Stock Option Award Agreement”, and together with the Form Restricted Stock Unit Award Agreement, the “Standard Agreements”) for stock option awards granted under the LTIP.

The foregoing descriptions of the Form Restricted Stock Unit Award Agreement and the Form Company Stock Option Award Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Form Restricted Stock Unit Award Agreement and the Form Company Stock Option Award Agreement, a copy of each of which is filed as Exhibit 10.13 and 10.14 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Senior Executive and Leadership Grants

On February 27, 2020, the Compensation Committee approved the following grants under the LTIP in recognition of each of the following executive officers’ extraordinary contributions to the Company during the fiscal year ended December 31, 2019, including the negotiation, implementation and successful closing of the Agreement and Plan of Merger, dated June 13, 2019 (as amended) by and among the Company and TPG Pace Holdings Corp.: 110,000 restricted stock units (“RSUs”) and 165,000 options to acquire shares of the Company’s Class A-1 Common Stock (“Company Options”) to Andrew Rubenstein, the Company’s Chief Executive Officer and President; 42,000 RSUs and 63,000 Company Options to Derek Harmer, the Company’s General Counsel and Chief Compliance Officer; and 36,000 RSUs and 54,000 Company Options to Brian Carroll, the Company’s Chief Financial Officer. The foregoing grants are subject to the terms of the Standard Agreements and will vest over a five-year period, subject to the executive officer’s continued service with the Company.

Establishment of Vice Chairman Position

On February 27, 2020, the Nominating and Governance Committee of the Board recommended, and the Board approved, the establishment of the position of Vice Chairman of the Board to be filled by Mr. Gordon Rubenstein.

The position of Vice Chairman reflects Mr. Rubenstein significant additional responsibilities as compared to other Board members as a result of his substantial experience in the video gaming industry and as a co-founder of Accel and manager of Accel Entertainment Gaming LLC, a subsidiary of the Company and a regulated gaming entity in the state of Illinois. These responsibilities include acting as a resource to other members of the Board in respect of industry practices, competitive landscape, regulatory issues, business opportunities and other matters, and leading Board meetings in conjunction with the Chairman of the Board, Mr. Petersen, or acting in such capacity in his absence. In recognition of the additional leadership responsibilities and substantial time requirements of the Vice Chairman role, the Compensation Committee recommended, and the Board approved, a grant of 24,489 RSUs to Mr. Rubenstein in respect of his service as Vice Chairman of the Board for calendar year 2020. Details regarding the Company’s non-employee director compensation program will be described in the Company’s proxy statement for its 2020 annual meeting of shareholders.

In addition, on February 27, 2020, the Compensation Committee recommended, and the Board approved, the entry by the Company into an advisor agreement with Mr. Rubenstein dated as of February 28, 2020, (the “Advisor Agreement”), pursuant to which Mr. Rubenstein will serve as a strategic advisor to the Company and consult with and advise the Company’s senior management regarding, among other things, industry trends and opportunities, recruitment of executive leadership and other strategic aspects of the Company’s business, based on his particular industry knowledge and insight. As compensation for the services to be provided by Mr. Rubenstein pursuant to the Advisor Agreement, the Compensation Committee recommended, and the Board approved, a grant to Mr. Rubenstein of 90,000 Stock Options and 60,000 RSUs, which will vest over a 5-year period subject to Mr. Rubenstein’s continued service to the Company pursuant to the Advisor Agreement.

The foregoing description of the Advisor Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Advisor Agreement, a copy of which is filed as Exhibit 10.15 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number		Description

10.1 **		Accel Entertainment, Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated November 26, 2019)
10.13* **		Form of Company Restricted Stock Unit Award Agreement
10.14* **		Form of Company Stock Option Award Agreement
10.15* **		Advisor Agreement, dated February 28, 2020, by and between Gordon Rubenstein and the Company

* Filed herewith.

** Indicates management contract or compensation plan or agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	ACCEL ENTERTAINMENT, INC.

Date: March 4, 2020	By:	/s/ Derek Harmer
		Derek Harmer
		General Counsel and Chief Compliance Officer

ACCEL ENTERTAINMENT, INC.
LONG TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the terms and conditions of the Accel Entertainment, Inc. Long Term Incentive Plan, as amended from time to time (the “Plan”), Accel Entertainment, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (“RSUs”) set forth below in this Restricted Stock Unit Grant Notice (this “Grant Notice”). This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein, in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan attached hereto as Exhibit B, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.



Participant:
Date of Grant:		(“Date of Grant”)
Total Number of Restricted Stock Units:
Vesting Commencement Date:		(“Vesting Commencement Date”)
Vesting Schedule:	Subject to the terms and conditions of the Agreement, the Plan and the other terms and conditions set forth herein, the RSUs shall vest according to the following schedule: [_____] [except as provided below,] so long as you remain continuously employed or engaged by the Company or an Affiliate, as applicable, from the Date of Grant through each such vesting date.
Qualifying Termination Vesting Schedule:	[In the event of your Qualifying Termination within 12 months following a Change in Control, the RSUs will vest in full. In the event that the successor company or a parent or subsidiary thereof does not assume the awards upon a Change in Control, the RSUs will vest in full upon the Change in Control.]

[“Qualifying Termination” means the termination of the Participant’s employment or service by the Company without Cause or by the Participant for Good Reason.]

“Cause” means (i) if the Participant is a party to an employment or service agreement with the Company and such agreement includes a definition of “cause,” the definition contained therein; or (ii) if no such agreement exists, or if such agreement does not define “cause” or a similar term, (a) the Participant’s material breach of this Agreement or any other written agreement between the Participant and the Company or an Affiliate or the Participant’s breach of any policy or code of conduct established by the Company or an Affiliate and applicable to the Participant; (b) the commission of an act of gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement on the part of the Participant; (c) the commission by the Participant of, or conviction or indictment of the Participant for, or plea of nolo contendere by the Participant to, any felony (or state law equivalent) or any crime involving moral turpitude; or (d) the Participant’s willful failure or refusal, other than due to disability, to perform the Participant’s obligations pursuant to this Agreement or any employment agreement with the Company or an Affiliate, as applicable, or to follow any lawful directive from the Company or any Affiliate, as determined by the Company; provided, however, that if the Participant’s actions or omissions as set forth in this clause (d) are of such a nature that the Company determines they are curable by the Participant, such actions or omissions must remain uncured 30 days after the Company has provided the Participant written notice of the obligation to cure such actions or omissions.

[“Good Reason” means the Participant’s resignation within 90 days after any of the following events, unless the Participant consents to the applicable event: (i) a material decrease in the Participant’s base salary, other than a reduction in annual base salary of less than 10% that is implemented in connection with a contemporaneous reduction in annual base salaries affecting other senior executives of the Company; (ii) a material decrease in (a) the Participant’s then-current title or position, or (b) authority or areas of responsibility as are commensurate with the Participant’s then-current title or position; (iii) a relocation of the Participant’s principal work location to a location more than 50 miles from the Participant’s then-current principal location of employment; or (iv) a material breach by the Company or any

Affiliate of this Agreement or any material agreement between the Participant, the Company or any Affiliate. Notwithstanding the foregoing, any assertion by the Participant of a termination for Good Reason will not be effective unless and until the Participant has: (x) provided the Company or any Affiliate, within 60 days of the Participant’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with specificity the applicable facts and circumstances underlying such Good Reason event; and (y) provided the Company or any of its subsidiaries with an opportunity to cure the same within 30 days after the receipt of such notice.]

By signing below, you agree to be bound by the terms and conditions of the Agreement, the Plan and this Grant Notice. You acknowledge that you have reviewed in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations arising under the Agreement, the Plan or this Grant Notice.

In lieu of receiving documents in paper format, you agree, to the fullest extent permitted by applicable law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, account statements, annual and quarterly reports and all other forms of communications) in connection with this Award. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which you have access. You hereby consent to all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents.

[Remainder of Page Intentionally Blank; Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, effective for all purposes as provided above.



	ACCEL ENTERTAINMENT, INC.

	By:
		Title:
		Name:

Signature Page

Exhibit A

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (together with the Grant Notice to which this Agreement is attached, this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice (the “Date of Grant”) by and between Accel Entertainment, Inc., a Delaware corporation (the “Company”), and [_____] (the “Participant”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.

1.Award. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant, the Company hereby grants to the Participant the number of RSUs set forth in the Grant Notice on the terms and conditions set forth in such notice, 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. To the extent vested, each RSU represents the right to receive one share of Stock, subject to the terms and conditions set forth in the Grant Notice, this Agreement and the Plan. Unless and until the RSUs have become vested in the manner set forth in the Grant Notice, the Participant will have no right to receive any Stock or other payments in respect of the RSUs. Prior to settlement of this Award, the RSUs and this Award represent an unsecured obligation of the Company.

2.Vesting of RSUs.

(a)The RSUs shall vest in accordance with the vesting schedule set forth in the Grant Notice. Unless and until the RSUs have vested in accordance with such vesting schedule, the Participant will have no right to receive any dividends or other distributions with respect to the RSUs. Except in the event of a qualifying termination of employment as set forth in the Grant Notice, in the event of the termination of the Participant’s employment or engagement prior to the vesting of all of the RSUs, all unvested RSUs (and all rights arising from such RSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without consideration or notice. For the avoidance of doubt, in the event the Participant becomes a member of the Board, the Participant will be considered to have remained continuously employed or engaged by the Company provided that the termination of the Participant’s employment is effective as of the date the Participant becomes a member of the Board.

(b)Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 2 and any written employment agreement entered into by and between the Participant and the Company or an Affiliate, as applicable, the terms of such employment agreement shall control.

3.Dividend Equivalents. In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not been settled, the Company shall record the amount of such dividend in a bookkeeping account and pay to the Participant an amount in cash equal to the cash dividends the Participant would have received if the Participant was the holder of record, as of such record date, of the number of shares of Stock related to the portion of the Participant’s RSUs that have not been settled as of such record date, such payment to be made on or within 60 days following the date on which such RSUs vest in accordance with Section 2. For purposes of clarity, if the RSUs (or any portion thereof) are forfeited by the Participant pursuant to the terms of this Agreement, then the Participant shall also forfeit the Dividend Equivalents, if any, accrued with respect to such forfeited RSUs. No interest will accrue on the Dividend Equivalents between the declaration and payment of the applicable dividends and the settlement of the Dividend Equivalents.

4.Settlement of RSUs. As soon as administratively practicable following the vesting of RSUs pursuant to Section 2, but in no event later than 60 days after such vesting date, the Company shall deliver to the Participant a number of shares of Stock equal to the number of RSUs that become vested as of such vesting date. All shares of Stock issued hereunder shall be delivered either by delivering one or more certificates for such shares to the Participant or by entering such shares in book-entry form, as determined by the Committee in its sole discretion. In the event the Participant would otherwise become vested in a fractional portion of an RSU (a “Fractional RSU”) based on the vesting terms set forth in Section 2, the Fractional RSU shall instead remain unvested until the final vesting date provided in the Grant Notice; provided, however, that if the Participant would otherwise vest in a subsequent Fractional RSU prior to the final vesting date for the RSUs and such Fractional RSU taken together with a previous Fractional RSU that

remained unvested would equal a whole RSU, then such Fractional RSUs shall vest to the extent they equal a whole RSU. Upon the final vesting date, the value of any Fractional RSUs shall be rounded up to the nearest whole RSU.

5.Tax Withholding. To the extent that the receipt, vesting or settlement of this Award results in compensation income or wages to the Participant for federal, state, local and/or foreign tax purposes, the Participant shall make arrangements satisfactory to the Company for the satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to this Award, which arrangements include the delivery of cash or cash equivalents or, if permitted by the Committee in its sole discretion, Stock, other property, or any other legal consideration the Committee deems appropriate. If such tax obligations are satisfied through net exercise or the surrender of previously owned Stock, the maximum number of shares of Stock that may be so withheld (or surrendered) shall be determined by the Committee and subject to any applicable Company policy that may be in effect from time to time, without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying shares and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives for tax advice or an assessment of such tax consequences.

6.Non-Transferability. None of the RSUs, the Dividend Equivalents or any interest or right therein may 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 Stock underlying the RSUs have been issued, and all restrictions applicable to such shares have lapsed. Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of the 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, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect against the Company and its Affiliates, except to the extent that such disposition is expressly permitted by the preceding sentence.

7.Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of shares of Stock hereunder will be subject to compliance with all requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No shares of Stock will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, shares of Stock will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such issuance with respect to the shares to be issued, (b) in the opinion of legal counsel to the Company, the shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act or (c) the Company has attained from any regulatory body having jurisdiction the requisite authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any shares of Stock hereunder. As a condition to any issuance of Stock hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance.

8.Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to any shares of Stock that may become deliverable hereunder unless and until the Participant has become the holder of record of such shares of Stock, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares of Stock, except as otherwise specifically provided for in the Plan or this Agreement.

9.Execution of Receipts and Releases. Any issuance or transfer of shares of Stock or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period under such release will not modify the date of settlement with respect to vested RSUs.

A-2

10.No Right to Continued Employment or Awards. Nothing in the adoption of the Plan, nor the award of the RSUs thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to continued employment by the Company or any Affiliate, or any other entity, or affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such employment at any time. The grant of the RSUs is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future.

11.Agreement to Furnish Information. The Participant agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or regulation.

12.Entire Agreement; Amendment. This Agreement, the Grant Notice and the Plan constitute the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RSUs granted hereby; provided, however, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan.

13.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles thereof.

14.Successors and Assigns. The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom this Award may be transferred by will or the laws of descent or distribution.

15.Clawback. Notwithstanding any provision in this Agreement, the Grant Notice or the Plan to the contrary, to the extent required by (a) applicable law and/or (b) any policy that may be adopted or amended by the Board from time to time, all shares of Stock issued hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy.

16.Severability. If a court of competent jurisdiction determines that any provision of this Agreement (or any portion thereof) is invalid or unenforceable, then the invalidity or unenforceability of such provision (or portion thereof) shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect

17.Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the RSUs granted pursuant to this Agreement are intended to be exempt from the applicable requirements of the Nonqualified Deferred Compensation Rules and shall be limited, construed and interpreted in accordance with such intent. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the RSUs provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. The Participant’s employment shall terminate on the date that he or she experiences a “separation from service” as defined under the Nonqualified Deferred Compensation Rules.

[Remainder of Page Intentionally Blank]

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EXHIBIT B

ACCEL ENTERTAINMENT, INC. LONG TERM INCENTIVE PLAN

[SEE ATTACHED]

B-1

ACCEL ENTERTAINMENT, INC.

LONG TERM INCENTIVE PLAN

STOCK OPTION GRANT NOTICE

Pursuant to the terms and conditions of the Accel Entertainment, Inc. Long Term Incentive Plan, as amended from time to time (the “Plan”), Accel Entertainment, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Participant”) the option (this “Option”) to purchase the number of shares of Stock set forth below in this Stock Option Grant Notice (this “Grant Notice”). The award of the Option (this “Award”) is subject to the terms and conditions set forth herein, in the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan attached hereto as Exhibit B, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.



Participant:
Type of Option:		[Nonstatutory][ Incentive] Stock Option
Date of Grant:			(“Date of Grant”)
Number of Shares:
Exercise Price per Share:	$
Expiration Date:
Vesting Commencement Date:			(“Vesting Commencement Date”)
Vesting Schedule:	Subject to the terms and conditions of the Agreement, the Plan and the other terms and conditions set forth herein, the Option shall vest according to the following schedule: [_____] [except as provided below,] so long as you remain continuously employed or engaged by the Company or an Affiliate, as applicable, from the Date of Grant through each such vesting date.
Qualifying Termination Vesting Schedule	[In the event of your Qualifying Termination within 12 months following a Change in Control, the Option will vest in full. In the event that the successor company or a parent or subsidiary thereof does not assume the awards upon a Change in Control, the Option will vest in full upon the Change in Control.]

[“Qualifying Termination” means the termination of the Participant’s employment or service by the Company without Cause or by the Participant for Good Reason.]

then-current title or position, or (b) authority or areas of responsibility as are commensurate with the Participant’s then-current title or position; (iii) a relocation of the Participant’s principal work location to a location more than 50 miles from the Participant’s then-current principal location of employment; or (iv) a material breach by the Company or any Affiliate of this Agreement or any material agreement between the Participant, the Company or any Affiliate. Notwithstanding the foregoing, any assertion by the Participant of a termination for Good Reason will not be effective unless and until the Participant has: (x) provided the Company or any Affiliate, within 60 days of the Participant’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with specificity the applicable facts and circumstances underlying such Good Reason event; and (y) provided the Company or any of its subsidiaries with an opportunity to cure the same within 30 days after the receipt of such notice.]

[Remainder of Page Intentionally Blank; Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, effective for all purposes as provided above.



	ACCEL ENTERTAINMENT, INC.

	By:
		Title:
		Name:

EXHIBIT A

STOCK OPTION AGREEMENT

This Stock Option Agreement (together with the Grant Notice to which this Agreement is attached, this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice (the “Date of Grant”) by and between Accel Entertainment, Inc., a Delaware corporation (the “Company”), and [_____] (the “Participant”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.

1. Award. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant, the Company hereby grants to the Participant this Option to purchase the number of shares of Stock set forth in the Grant Notice (the “Option Shares”), at the Exercise Price set forth in the Grant Notice on the terms and conditions set forth in such notice, 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.

2. Exercise.

(a) Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares.” The Option shall become exercisable in accordance with the vesting schedule and other terms set forth in the Grant Notice, provided that the Participant remains continuously employed or engaged by the Company through each such vesting date. The Option shall terminate on the Expiration Date stated in the Grant Notice, subject to earlier termination as set forth in the Plan and this Agreement.

(b) The Participant may exercise the Option, to the extent then exercisable, by delivering a written or electronic notice to the Company in a form satisfactory to the Committee specifying the number of Option Shares with respect to which the Option is being exercised and payment to the Company of the aggregate Exercise Price in accordance with Section 2(c).

(c) At the time the Participant exercises the Option, the Participant shall pay to the Company the Exercise Price of the Option Shares as to which the Option is being exercised. Payment of the Exercise Price may be made (i) in cash or its equivalent, (ii) by delivery to the Company of a number of shares of Stock having an aggregate Fair Market Value as of the date of exercise equal to the total Exercise Price, or (iii) by cashless exercise as set forth in Section 6(b) of the Plan, pursuant to which the Company will issue to the Participant a number of shares of Stock as to which the Option is exercised, less a number of shares with an aggregate Fair Market Value as of the date of exercise equal to the total Exercise Price.

3. Effect of Termination of Service on Exercisability. The Option shall terminate and be forfeited upon the Participant’s termination of employment or engagement and may be exercised only while you continue to perform services, except as follows or as set forth in Section 7 or Section 8:

(a) Termination on Account of Disability. If the Participant’s service with the Company or any Subsidiary terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised by the Participant (or the Participant’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the Participant’s death) at any time during the period ending on the earlier to occur of (i) the date that is one (1) year following such termination, or (ii) the Expiration Date, but only to the extent this Option was exercisable for Vested Shares as of the date the Participant’s service so terminates.

(b) Termination on Account of Death. If the Participant ceases to perform services for the Company or any Subsidiary due to the Participant’s death, the Participant’s estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the Participant’s death, may exercise this Option at any time during the period ending on the earlier to occur of (i) the date that is one (1) year following the Participant’s death, or (ii) the Expiration Date, but only to the extent this Option was exercisable for Vested Shares as of the date of the Participant’s death.

(c) Termination by Company for Cause. In the event of the Participant’s termination by the Company for Cause, or if the Company could have terminated the Participant for Cause at the time of the Participant’s termination, this Option will terminate and cease to be exercisable upon Participant’s termination of service for Cause, and no portion of the Option (whether vested or unvested) may be exercised.

(d) Other Termination. In the event of any other termination of the Participant’s service for any reason other than on account of Disability, Death or Cause, this Option may be exercised by the Participant at any time during the period ending on the earlier to occur of (i) the date that is three (3) months following the date of the Participant’s termination of service, or (ii) the Expiration Date, or by the Participant estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of one (1) year following the Participant’s death if the Participant dies during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of the Participant’s termination of service.

4. Tax Withholding. To the extent that the receipt or exercise of this Award results in compensation income or wages to the Participant for federal, state, local and/or foreign tax purposes, the Participant shall make arrangements satisfactory to the Company for the satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to this Award, which arrangements include the delivery of cash or cash equivalents or, if permitted by the Committee in its sole discretion, Stock, other property, or any other legal consideration the Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of previously owned Stock, up to the maximum number of shares of Stock that may be so withheld (or surrendered) shall be determined by the Committee and subject to any applicable Company policy that may be in effect from time to time, without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the receipt or exercise of this Award or disposition of the underlying shares and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives for tax advice or an assessment of such tax consequences.

5. Non-Transferability. The Option, and any rights or interests therein, will be transferable by the Participant only to the extent approved by the Committee in conformance with Section 7(a) of the Plan.

6. Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Option and the issuance of shares of Stock hereunder will be subject to compliance with all requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No shares of Stock will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, shares of Stock will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such issuance with respect to the shares to be issued, (b) in the opinion of legal counsel to the Company, the shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act or (c) the Company has attained from any regulatory body having jurisdiction the requisite authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any shares of Stock hereunder. As a condition to any issuance of Stock hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance.

7. Extension if Exercise Prevented by Law. Notwithstanding Section 3, if the exercise of the Option within the applicable time periods set forth in Section 3 is prevented by the provisions of Section 6, the Option will remain exercisable until 30 days after the date the Participant is notified by the Company that the Option is exercisable, but in any event no later than the Expiration Date. The Company makes no representation as to the tax consequences of any such delayed exercise. The Participant acknowledges and agrees that the Participant should consult with the Participant’s own tax advisor as to the tax consequences of any such delayed exercise.

8. Extension if the Participant is Subject to Section 16(b). Notwithstanding Section 3, if a sale within the applicable time periods set forth in Section 3 of shares of Stock acquired upon the exercise of the Option would subject the Participant to suit under Section 16(b) of the Exchange Act, the Option will remain exercisable until the earliest to occur of (a) the tenth day following the date on which a sale of such shares of Stock by the Participant would no longer be subject to such suit, (b) the 190th day after the Participant’s termination of employment or engagement with the Company or any Subsidiary or (c) the Expiration Date. The Company makes no representation as to the tax consequences of any such delayed exercise. The Participant acknowledges and agrees that the Participant should consult with the Participant’s own tax advisor as to the tax consequences of any such delayed exercise.

9. Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to any shares of Stock that may become deliverable hereunder unless and until the Participant has become the holder of record of such shares of Stock, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares of Stock, except as otherwise specifically provided for in the Plan or this Agreement.

10. Execution of Receipts and Releases. Any issuance or transfer of shares of Stock or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate.

11. No Right to Continued Employment or Awards. Nothing in the adoption of the Plan, nor the award of the Option thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to continued employment by the Company or any Affiliate, or any other entity, or affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such employment at any time. The grant of the Option is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future.

12. Agreement to Furnish Information. The Participant agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or regulation.

13. Entire Agreement; Amendment. This Agreement, the Grant Notice and the Plan constitute the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the Option granted hereby; provided, however, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan.

14. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles thereof.

15. Successors and Assigns. The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom this Award may be transferred by will or the laws of descent or distribution.

16. Clawback. Notwithstanding any provision in this Agreement, the Grant Notice or the Plan to the contrary, to the extent required by (a) applicable law and/or (b) any policy that may be adopted or amended by the Board from time to time, all shares of Stock issued in respect of the Option awarded hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy.

17. Severability. If a court of competent jurisdiction determines that any provision of this Agreement (or any portion thereof) is invalid or unenforceable, then the invalidity or unenforceability of such provision (or portion thereof) shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect

18. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the Option granted pursuant to this Agreement is intended to be exempt from the applicable requirements of the Nonqualified Deferred Compensation Rules and shall be limited, construed and interpreted in accordance with such intent. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the Option provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company

or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules.

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ADVISOR AGREEMENT

This ADVISOR AGREEMENT (this “Agreement”) is entered as of February 28, 2020 (the “Effective Date”) by Accel Entertainment, Inc., a Delaware corporation (the “Company”), and Gordon Rubenstein (the “Advisor”).

WHEREAS, the Advisor is a non-employee member of the Company’s Board of Directors (the “Board”) in the position of Vice Chairman of the Board, and a manager of Accel Entertainment Gaming, LLC (“Accel Entertainment”), a subsidiary of the Company and a regulated gaming entity in the state of Illinois;

WHEREAS, the Company desires to engage the Advisor to continue to serve as a manager of Accel Entertainment and to serve as a strategic advisor to the Company, and the Advisor desires to serve in such capacity, pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

1.Services. Advisor agrees to continue to serve as a manager of Accel Entertainment and to serve as a strategic advisor to the Company, and to consult with and advise the Company’s management from time to time, at the reasonable request of the Chairman of the Board or the Company’s Chief Executive Officer, including with respect to industry trends and opportunities and other strategic aspects of the Company’s business (the “Services”). The Services shall be in addition to any services that the Advisor provides to the Company as a member of the Company’s Board.

2.Consideration. Subject to the approval of the Board, the Company anticipates granting the Advisor an option to purchase 90,000 shares of the Company’s common stock, with a per share exercise price equal to the closing price of a share of the Company’s common stock on the date of grant (the “Stock Option Grant”). The anticipated Stock Option Grant will be governed by the terms and conditions of the Company’s Long Term Incentive Plan (the “Plan”) and the Advisor’s grant notice and stock option agreement governing such grant, and will include a five-year vesting schedule commencing on January 1, 2020, pursuant to which 1/3rd of the shares underlying the Stock Option Grant will vest on January 1, 2023, 1/3rd of the shares underlying the Stock Option Grant will vest on January 1, 2024, and the remaining 1/3rd of the shares underlying the Stock Option Grant will vest on January 1, 2025, in each case subject to the Advisor continuing to provide the Services pursuant hereto on each applicable vesting date; provided that 100% of the shares underlying the Stock Option Grant will vest immediately prior to a Change in Control (as defined in the Plan).

In addition, subject to the approval of the Board, the Company anticipates granting the Advisor a restricted stock unit representing the opportunity to receive 60,000 shares of the Company’s common stock (the “RSU Grant”). The anticipated RSU Grant will be governed by the terms and conditions of the Plan and the Advisor’s grant notice and restricted stock unit agreement governing such grant, and will include in a five-year vesting schedule commencing on January 1, 2020, pursuant to which the 1/3rd of the shares underlying the RSU Grant will vest on January 1, 2023, 1/3rd of the shares underlying the RSU Grant will vest on January 1, 2024, and the remaining 1/3rd of the shares underlying the RSU Grant will vest on January 1, 2025, in each case subject to the Advisor continuing to provide the Services pursuant hereto on each applicable vesting date; provided that 100% of the shares underlying the RSU Grant will vest immediately prior to a Change in Control (as defined in the Plan).

The Advisor shall not be entitled to receive a consulting fee in respect of the Advisor’s performance of the Services. For the avoidance of doubt, nothing in this Agreement shall limit the Advisor’s right to receive consideration in respect of his service as a member of the Board as may be determined by the Board from time to time.

3.Term and Termination. This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect until January 1, 2025 (the “Term”). The Advisor may terminate this Agreement at any time, for any reason, by giving notice to the Chairman of the Board or the Company’s Chief Executive Officer. The Company may terminate this Agreement at any time, for any reason, at the discretion of the Chairman of the Board or the Chief Executive Officer of the Company, by giving notice to the Advisor. Sections 5 and 6 of this Agreement and any remedies for breach of this Agreement will survive any termination or expiration.

4.Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this Agreement, each party will be and act as an independent contractor and not as a partner, joint venturer, agent or employee of the other and will not bind nor attempt to bind the other to any contract. Advisor will not be eligible to participate in any of Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs.

5.Confidentiality. In connection with providing the Services, Advisor will have access to certain confidential information of the Company, including information that the Company has received and in the future will receive from third parties that is subject to a duty from the Company to maintain the confidentiality of such information and to use it only for certain limited purposes (“Confidential Information”). To the extent such Confidential Information is not generally publicly known or otherwise previously known by Advisor without an obligation of confidentiality, Advisor agrees not to use Confidential Information (except in connection with providing the Services or in connection with Advisor’s service as a member of the Board) or disclose such Confidential Information to any third party and to take reasonable steps to maintain the confidential nature of such Confidential Information. Advisor also agrees to return all Confidential Information to the Company upon the termination of this Agreement for any reason, other than to the extent retained in connection with Advisor’s service as a member of the Board. Advisor will comply with and be bound by the Company’s operating policies, procedures and practices that are from time to time in effect during the Term. Nothing herein shall be construed to limit or alter Advisor’s obligations or responsibilities to the Company in connection with Advisor’s service on the Board, whether pursuant to applicable law, the charters or policies of the Board or otherwise.

6.Work Product. Advisor acknowledges and agrees that any copyrightable works prepared by Advisor in connection with his performance of the Services will be “works made for hire” under the Copyright Act and that the Company will be considered the author and owner of such copyrightable works. Executive further agrees that all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works, confidential information and trade secrets (“Inventions”) made, created, conceived or first reduced to practice during the Term, whether or not in the course of the Advisor providing the Services, and whether or not patentable, copyrightable or protectable as trade secrets, and that (a) are developed using equipment, supplies, facilities or trade secrets of the Company; (b) result from work performed by Advisor for the Company pursuant to this Agreement; or (c) relate to the Company’s business or actual or demonstrably anticipated research or development (the “Assigned Inventions”), will be the sole and exclusive property of the Company. The Advisor shall execute any and all documents and shall provide such assistance necessary either to evidence or register the assignment of these rights.

7.No Conflicts. Advisor represents and warrants that neither this Agreement nor the performance thereof will conflict with or violate any obligation of Advisor or right of any third party.

8.Miscellaneous. This Agreement and the Services performed hereunder are personal to Advisor and Advisor will not have the right or ability to assign, transfer or subcontract any obligations under this Agreement without the written consent of the Company. Any attempt to do so will be void. Company will be free to transfer any of its rights under this Agreement to a third party. This is the entire agreement between the parties with respect to the subject matter hereof and no changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is governed by and construed in accordance with the laws of the State of Illinois without regard to the conflicts of law provisions thereof. Any notice will be given in writing by first class mail, fax or electronic mail and addressed to the party to be notified at the address below, or at such other address, fax number or e-mail address as the party may designate by 10 days’ advance written notice to the other party.

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The undersigned have executed this Advisor Agreement as of the Effective Date.



COMPANY:

Accel Entertainment, Inc.

By:	/s/ Derek Harmer

	Name:	Derek Harmer
	Title:	General Counsel and Secretary



	ADVISOR:

	By:	/s/ Gordon Rubenstein
		Gordon Rubenstein