GameTech International, Inc. 1997 Incentive Stock Plan Stock Unit Award Agreement

Exhibit 10.34(d)

GameTech International, Inc.
1997 Incentive Stock Plan
Stock Unit Award Agreement

     Unless otherwise defined herein, the terms defined in the 1997 Incentive Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Unit Award Agreement (this “Agreement”).

I. NOTICE OF STOCK UNIT GRANT

	Name:
	Address:

     The undersigned Participant has been granted Stock Units which may entitle Participant to receive Common Stock of the Company, subject to the terms and conditions of the Plan and this Agreement, as follows:

	Date of Grant:
	Vesting Commencement Date:
	Total Number of Shares Granted:
	Expiration Date: As provided in Section 3(b) of this Agreement.
	Vesting Schedule: The Stock Units shall be vested in accordance with the following vesting schedule:
	25% of the Stock Units shall vest on the each of the first four anniversaries of the Vesting Commencement Date so that all of the Stock Units are vested on the fourth anniversary of the Vesting Commencement Date, subject to Participant’s Continuous Service on such dates. In addition, the Stock Units shall be subject to vesting acceleration in the event of certain terminations of employment in connection with a Change in Control pursuant to Section 3(c) of the Agreement.
	Delivery Schedule:
	The Shares to be delivered upon the vesting of the Stock Units shall be delivered within sixty (60) days after the date of vesting of the Stock Units.

II. AGREEMENT

     The Plan Administrator hereby grants to the person (the “Participant”) named in the Notice of Grant of Stock Unit Award (the “Notice of Grant”) a Stock Unit Award (the “Award”) pursuant to the provisions of the Company’s 1997 Incentive Stock Plan (the “Plan”). The Award will entitle Participant to receive Shares from the Company, if Participant meets the vesting requirements described herein. Therefore, pursuant to the terms of the attached Notice of Grant and this Stock Unit Award Agreement (the “Agreement”), the Company grants Participant the number of Stock Units listed in the Notice of Grant.

     The details of the Award are as follows:

     1. Grant Pursuant to Plan. This Award is granted pursuant to the Plan, which is incorporated herein for all purposes. The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and conditions of this Agreement and of the Plan. All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement, or, if such term is not defined in this Agreement, such term shall have the meaning assigned to it under the Plan.

     2. Stock Unit Award. The Company hereby grants to the Participant the Stock Units listed in the Notice of Grant as of the grant date specified in the Notice of Grant (the “Grant Date”). Such number of Stock Units may be adjusted from time to time pursuant to Section 10(c) of the Plan.

     3. Vesting and Forfeiture of Stock Units.

          (a) Vesting. The Participant shall become vested in the Stock Units in accordance with the vesting schedule in the Notice of Grant.

          (b) Forfeiture. The Participant shall forfeit any unvested Stock Units, if any, in the event that the Participant’s Continuous Service is terminated for any reason, except as otherwise determined by the Plan Administrator in its sole discretion, which determination need not be uniform as to all Participants. Upon forfeiture, Participant shall not be entitled to receive any Shares pursuant to the unvested Stock Units.

          (c) Vesting Acceleration. If, within the period of time beginning two (2) months prior and ending twelve (12) months after the consummation of a Change in Control transaction, Participant’s employment with the Company terminates either as a result of (i) an involuntary termination by the Company other than for Cause (as defined in the Plan) or (ii) a voluntary termination by Participant for Good Reason (as defined in the Plan), then all of the Stock Units subject to this Award shall vest.

     4. Settlement of Stock Unit Award.

          (a) Settlement of Units for Stock. Whereas Section 6(e) of the Plan permits the Company to deliver either cash, Stock or a combination of Stock and cash in settlement of a Stock Unit Award and the Company has determined that this Award shall be settled solely in Stock. Therefore, the Company shall deliver to the Participant one share of Stock for each

vested Stock Unit subject of this Award on the appropriate Delivery Date (as defined in Section 4(b)). The Company shall not have any obligation to settle this Award for cash.

          (b) Delivery of Stock. Shares shall be delivered on the delivery date(s) (each a “Delivery Date”) specified in the Notice of Grant. Once a Share is delivered with respect to a vested Stock Unit, such vested Stock Unit shall terminate and the Company shall have no further obligation to deliver Shares, cash or any other property for such vested Stock Unit.

     5. No Rights as Shareholder until Delivery. The Participant shall not have any rights, benefits or entitlements with respect to any Stock subject to this Agreement unless and until the Stock has been delivered to the Participant. On or after delivery of the Stock, the Participant shall have, with respect to the Stock delivered, all of the rights of an equity interest holder of the Company, including the right to vote the Stock and the right to receive all dividends, if any, as may be declared on the Stock from time to time.

     6. Tax Provisions.

          (a) Tax Consequences. 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 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 any tax liability that may arise as a result of the transactions contemplated by this Agreement.

          (b) Withholding Obligations. At the time the Award is granted, or at any time thereafter as requested by the Company, Participant hereby authorizes withholding from payroll and any other amounts payable to Participant, including Shares deliverable pursuant to this Award, and otherwise agrees to make adequate provision for, any sums required to satisfy the minimum federal, state, local and foreign tax withholding obligations of the Company or a Related Entity, if any, which arise in connection with the Award.

     The Company, in its sole discretion, and in compliance with any applicable legal conditions or restrictions, may withhold from fully vested Shares otherwise deliverable to Participant upon the vesting of the Award a number of whole Shares having a Fair Market Value, as determined by the Company as of the date the Participant recognizes income with respect to those Shares, not in excess of the amount of minimum tax required to be withheld by law (or such lower amount as may be necessary to avoid adverse financial accounting treatment). Any adverse consequences to Participant arising in connection with such Stock withholding procedure shall be the Participant’s sole responsibility.

     In addition, the Company, in its sole discretion, may establish a procedure whereby the Participant may make an irrevocable election to direct a broker (determined by the Company) to sell sufficient Shares from the Award to cover the tax withholding obligations of the Company or any Related Entity and deliver such proceeds to the Company.

     Unless the tax withholding obligations of the Company or any Related Entity are satisfied, the Company shall have no obligation to issue a certificate for such Shares.

     7. Consideration. With respect to the value of the Shares to be delivered pursuant to the Award, such Shares are granted in consideration for the services Participant shall provide to the Company during the vesting period.

     8. Transferability. The Stock Units granted under this Agreement are not transferable otherwise than by will or under the applicable laws of descent and distribution. In addition, the Stock Units shall not be assigned, negotiated, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Stock Units shall not be subject to execution, attachment or similar process.

     9. General Provisions.

          (a) Employment At Will. Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in the service of the Company or its Related Entities for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Related Entity employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s service at any time for any reason, with or without cause.

          (b) Notices. Any notice required to be given under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice at the address indicated below such party’s signature line on this Agreement or at such other address as such party may designate by ten (10) days’ advance written notice under this paragraph to all other parties to this Agreement.

          (c) No Limit on Other Compensation Arrangements. Nothing contained in this Agreement shall preclude the Company from adopting or continuing in effect other or additional compensation arrangements, and those arrangements may be either generally applicable or applicable only in specific cases.

          (d) Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or would disqualify this Agreement or the Award under any applicable law, that provision shall be construed or deemed amended to conform to applicable law (or if that provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the Award, that provision shall be stricken as to that jurisdiction and the remainder of this Agreement and the Award shall remain in full force and effect).

          (e) No Trust or Fund Created. Neither this Agreement nor the grant of the Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and the Participant or any other person. The Stock Units subject to this Agreement represent only the Company’s unfunded and unsecured promise to issue Stock to the Participant in the future. To the extent that the Participant or any other person acquires a right to receive payments from the Company pursuant to this Agreement, that right shall be no greater than the right of any unsecured general creditor of the Company.

          (f) Cancellation of Award. If any Stock Units subject to this Agreement are forfeited, then from and after such time, the Participant (and any other person from whom such Stock Units are forfeited) shall no longer have any rights to such Stock Units or the corresponding Shares. Such Stock Units shall be deemed forfeited in accordance with the applicable provisions hereof.

          (g) Participant Undertaking. Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Participant or the Shares deliverable pursuant to the provisions of this Agreement.

          (h) Amendment, Modification, and Entire Agreement. No provision of this Agreement may be modified, waived or discharged unless that waiver, modification or discharge is agreed to in writing and signed by the Participant and the Plan Administrator. This Agreement constitutes the entire contract between the parties hereto with regard to the subject matter hereof. This Agreement is made pursuant to the provisions of the Plan and shall in all respects be construed in conformity with the terms of the Plan. In the event of a conflict between the Plan and this Agreement, the terms of the Plan shall govern. Participant further acknowledges that as of the Grant Date, this Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of Stock pursuant to this Award and supersede all prior oral and written agreements on that subject with the exception of awards from the Company previously granted and delivered to Participant. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

          (i) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada without regard to the conflict-of-laws rules thereof or of any other jurisdiction.

          (j) Interpretation. The Participant accepts this Award subject to all the terms and provisions of this Agreement and the terms and conditions of the Plan. The undersigned Participant hereby accepts as binding, conclusive and final all decisions or interpretations of the Plan Administrator upon any questions arising under this Agreement.

          (k) Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon Participant, Participant’s assigns and the legal representatives, heirs and legatees of Participant’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to join herein and be bound by the terms hereof. The Company may assign its rights and obligations under this Agreement, including, but not limited to, the forfeiture provision of Section 3(b) to any person or entity selected by the Board.

          (l) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

          (m) Headings. Headings are given to the Paragraphs and Subparagraphs of this Agreement solely as a convenience to facilitate reference. The headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision thereof.

     10. Representations. Participant acknowledges and agrees that Participant has reviewed the Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing and accepting the Award and fully understands all provisions of the Award.

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     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above.

		GAMETECH INTERNATIONAL, INC.
		By:
		Title:

		PARTICIPANT
		Address:

Signature Page to Stock Award Agreement