Accel Entertainment, Inc.
Long Term Incentive Plan
1. Purpose. The purpose of the Accel Entertainment, Inc. Long Term Incentive Plan (the Plan) is to provide a means through which (a) Accel Entertainment, Inc., a Delaware corporation (the Company), and its Affiliates may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhancing the profitable growth of the Company and its Affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and its Affiliates rest, and whose present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership or awards the value of which is tied to the performance of the Company, thereby strengthening their concern for the Company and its Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Stock, Restricted Stock Units, Stock Awards, Dividend Equivalents, Other Stock-Based Awards, Cash Awards, Substitute Awards, or any combination of the foregoing, as determined by the Committee in its sole discretion
2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below:
(a) Affiliate means any corporation, partnership, limited liability company, limited liability partnership, association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, control (including, with correlative meanings, the terms controlled by and under common control with), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled entity or organization or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities, by contract, or otherwise.
(b) ASC Topic 718 means the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation Stock Compensation, as amended or any successor accounting standard.
(c) Award means any Option, SAR, Restricted Stock, Restricted Stock Unit, Stock Award, Dividend Equivalent, Other Stock-Based Award, Cash Award, or Substitute Award, together with any other right or interest, granted under the Plan.
(d) Award Agreement means any written instrument, which may be in electronic form (including any employment, severance or change in control agreement), that sets forth the terms, conditions, restrictions and/or limitations applicable to an Award, in addition to those set forth under the Plan.
(e) Board means the Board of Directors of the Company.
(f) Cash Award means an Award denominated in cash granted under Section 6(i).
(g) Change in Control means, except as otherwise provided in an Award Agreement, the occurrence of any of the following events after the Effective Date:
(i) The consummation of an agreement to acquire or a tender offer for beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) by any Person, of 50% or more of either (x) the then outstanding shares of Stock (the Outstanding Stock) or (y) the combined voting power of the then outstanding voting securities of the