0001104659-12-000617.txt : 20120105 0001104659-12-000617.hdr.sgml : 20120105 20120105160625 ACCESSION NUMBER: 0001104659-12-000617 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20111231 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120105 DATE AS OF CHANGE: 20120105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Entertainment Gaming Asia Inc. CENTRAL INDEX KEY: 0001004673 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 911696010 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32161 FILM NUMBER: 12511154 BUSINESS ADDRESS: STREET 1: UNIT 3705, 37/F, THE CENTRIUM STREET 2: 60 WYNDHAM STREET CITY: CENTRAL, HONG KONG STATE: F4 ZIP: 999999 BUSINESS PHONE: 312-867-0848 MAIL ADDRESS: STREET 1: 40 E. CHICAGO AVENUE, #186 CITY: CHICAGO STATE: IL ZIP: 60611-2026 FORMER COMPANY: FORMER CONFORMED NAME: Elixir Gaming Technologies, Inc. DATE OF NAME CHANGE: 20070918 FORMER COMPANY: FORMER CONFORMED NAME: VENDINGDATA CORP DATE OF NAME CHANGE: 20000727 FORMER COMPANY: FORMER CONFORMED NAME: CVI TECHNOLOGY INC DATE OF NAME CHANGE: 20000508 8-K 1 a12-2033_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 31, 2011

ENTERTAINMENT GAMING ASIA INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		001-32161		91-1696010
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

Unit 3705, 37/F, The Centrium

60 Wyndham Street

Central, Hong Kong

(Address of principal executive offices)

+ 852-3151-3800

(Registrant’s telephone number, including area code)

Not Applicable

(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 obligations of the registrant under any of the following provisions.

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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)

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

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

Item 1.01 Entry into a Material Definitive Agreement.

Previous Employment Arrangement for the Company’s CEO

As disclosed in the Form 10-Q and the Form 10-K filed by Entertainment Gaming Asia Inc. (the “Company”) respectively on November 10, 2009 and March 30, 2010, the Company, via its wholly-owned subsidiary in Hong Kong (“EGT-HK”) entered into an employment agreement with Clarence Chung for the position of Chief Executive Officer of the Company (the “CEO”) for a term of three years from January 1, 2010 to December 31, 2012 with an annualized salary of $1.00 (the “Pervious Employment Agreement”, a copy of which is filed as an exhibit to the said Form 10-Q).

New Employment Arrangement for the Company’s CEO

On December 31, 2011, EGT-HK and Dreamworld Leisure Management Limited (“EGT-BVI”), a newly incorporated company in the British Virgin Islands and a wholly-owned subsidiary of the Company, each entered into different employment agreements with the CEO. The one entered into by EGT-HK is for the CEO’s services performed within Hong Kong or in relation to the Company’s business, if any, in Hong Kong (the “HK Employment Agreement”) and the other one entered into by EGT-BVI is for the CEO’s services performed outside Hong Kong or in relation to the Company’s business outside Hong Kong (the “Overseas Employment Agreement”).

The service term under both employment agreements is for the remaining term of the Previous Employment Agreement, namely, from January 1, 2012 to December 31, 2012. According to the terms of the HK Employment Agreement, the CEO is entitled to an annual base salary of $1.00 and, if applicable, a compensation that is discretionary in nature with such amount and form (whether in cash or in kind) to be determined by the compensation committee of the Board of Directors of the Company (the “Committee”). On the other hand, the CEO is only entitled to discretionary compensation of such amount and form (whether in cash or in kind) to be determined by the Committee at such time as the Committee deems appropriate according to the terms of the Overseas Employment Agreement. Save for clearly identifying the jurisdictional differences, the terms of the HK Employment Agreement and the Overseas Employment Agreement are in essence the same as the Previous Employment Agreement and upon signing, they have the effect of superseding the Previous Employment Agreement. The CEO receives no compensation from the Company or any subsidiary of the Company for serving as an officer or director of the Company and its subsidiaries, except as provided for in the said two employment agreements and the annual grant of stock options to all directors of the Company.

Item 5.02 Compensatory Arrangement of Certain Officers.

On January 3, 2012, pursuant to resolutions passed by the Committee on December 31, 2011 and the Company’s 2008 Stock Incentive Plan, the Company granted to the CEO on that day: (a) as part of his discretionary compensation package under the HK Employment Agreement, options to purchase 600,000 shares of the Company’s $.001 par value common stock (the “Common Stock”) at an exercise price of $0.231 per share provided that all these options will only be vested and become exercisable on January 1, 2013; and (b) as part of his discretionary compensation package under the Overseas Employment Agreement 779,220 shares of restricted Common Stock as remuneration for services performed outside Hong Kong (the “Restricted Stock”).

In relation to the grant of the Restricted Stock, on January 3, 2012, the Company entered into a restricted stock agreement with the CEO (the “Agreement”) for establishing, amongst other terms, the vesting conditions and the risk of forfeiture of the Restricted Stock.

Pursuant to the terms of the Agreement, the Restricted Stock shall vest, subject to and upon the CEO’s achievement of one hundred percent (100%) of the key performance index for him for the Company’s fiscal year ending December 31, 2012 as determined by the Committee (the “KPI”). The KPI is essentially a benchmark for measuring the performance of the CEO during the fiscal year 2012 and it covers (a) the Adjusted EBITDA at certain prescribed levels; (b) the success in securing any new projects to maintain sustainable growth of the Company’s business; and (c) the satisfactory execution and delivery of the projects that the Company announced during 2011 (including all casino and participation projects). Each of the aforesaid three elements of the KPI carries certain weights (in terms of percentage of achievement) assigned thereto. Subject to the determination by the Committee, at its reasonable discretion, after the close of fiscal year 2012 (provided that the determination date (“Determination Date”) shall not be later than April 30, 2013), the degree of achievement (in terms of percentage) of the KPI shall be ascertained by summing up all different weightings of the thresholds of the three elements that have actually been achieved.

Unless otherwise determined by the Committee, at its reasonable discretion, in the event the CEO only achieves less than one hundred percent of the KPI, then only a portion of the Restricted Stock shall vest equal to the product arrived at by multiplying 779,220 shares by the percentage of the KPI that has actually been achieved. The vesting of the Restricted Stock or a portion thereof, if any, shall occur on the next trading day after the Determination Date and any non-vested portion of the Restricted Stock will be forfeited.

With regard to the Restricted Stock, the CEO shall be entitled to the same voting and dividend rights as the other holders of shares of Common Stock of the Company provided that prior to the vesting of the Restricted Stock, (i) the stock certificates of the Restricted Stock bearing the restrictive legends shall be retained by the Secretary of the Company; (ii) any stock or cash dividends issued by the Company will be held by the Company or the Committee in escrow and any forfeiture of the Restricted Stock will also result in the forfeiture of the relevant dividends that may be attributable to the forfeited portion of the Restricted Stock; and (iii) the Restricted Stock shall not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of a third party, or assigned or transferred, by the CEO otherwise than by will or the laws of descent.

In case the CEO’s employment with the Company ceases based on termination by the Company with “Cause” (a term which is defined in the HK Employment Agreement and the Overseas Employment Agreement and generally includes conviction, accusation or claim against the CEO for any offense involving embezzlement, fraud, misappropriation of funds, any act of moral turpitude or dishonesty, willful and continued misconduct, disloyalty, and any material breach of the employment agreement or the rules and regulations as stipulated in the code of conduct or ethics policies of the Company), then all of the Restricted Stock that has not become vested as of the date of such termination (“Non-Vested Shares”) shall become forfeited immediately on the date of the relevant termination. If the CEO’s employment with the Company ceases based on termination by the Company without “Cause” (other than due to death, disability or the unanimous decision of the Board members of the Company (other than the CEO) that the CEO has not satisfactorily performed or discharged his duties as the CEO of the Company but such non-satisfactory performance has not amounted to a Cause (the “Non-Satisfactory Performance”), then all Non-Vested Shares shall become vested immediately on the date of such termination. Also, if the CEO’s employment with the Company terminates due to death, disability or Non-Satisfactory Performance or for any other reason not covered by the scenarios mentioned above, then any Non-Vested Shares shall, become vested or forfeited as determined by the Committee at its reasonable discretion.

Item 9.01 Financial Statements and Exhibits

The following exhibits are filed as exhibits to this Current Report on Form 8-K:

Exhibit No.	Description	Method of Filing

99.1	The Executive Hong Kong Employment Agreement dated December 31, 2011 entered into between Elixir Gaming (Technologies) Hong Kong Limited and Mr. Clarence Chung	Filed electronically herewith

99.2	The Executive Overseas Employment Agreement dated December 31, 2011 entered into between Dreamworld Leisure Management Limited and Mr. Clarence Chung	Filed electronically herewith

99.3	The Restricted Stock Agreement dated January 3, 2012 entered into between the Registrant and Mr. Clarence Chung	Filed electronically herewith

SIGNATURES

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.

	ENTERTAINMENT GAMING ASIA INC.


Dated: January 5, 2012	/s/ Clarence Chung
	Clarence Chung
	Chief Executive Officer

EX-99.1 2 a12-2033_1ex99d1.htm EX-99.1

Exhibit 99.1

EXECUTIVE HONG KONG EMPLOYMENT AGREEMENT

THIS EXECUTIVE HONG KONG EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the 31st day of December 2011, between ELIXIR GAMING TECHNOLOGIES (HONG KONG) LIMITED, a company incorporated under the laws of Hong Kong (together with its successors or assigns as permitted under this Agreement, the “Company”), and CHUNG YUK MAN, an individual and holder of Hong Kong Identity Card number E760824(5) (the “Executive”).

RECITALS

The Company desires to employ the Executive and enter into this Agreement embodying the terms of such employment and the Executive desires to enter into this Agreement and to accept such employment.

In consideration of the mutual covenants and for other good and valuable consideration, the Company and the Executive (individually a “Party” and together the “Parties”) agree as follows:

1. DEFINITIONS

(a) “Base Salary” shall mean the salary provided for in Section 4 below subject to such increases as may be made from time to time.

(b) “Cause” shall mean:

(i) the conviction of or entry of judgment against the Executive by a civil or criminal court of competent jurisdiction of any offense or wrongdoing involving embezzlement, fraud, misappropriation of funds, any act of moral turpitude or dishonesty;

(ii) the filing of a bona fide accusation or claim against the Executive for any offense involving embezzlement, fraud, misappropriation of funds, any act of moral turpitude or dishonesty, unless such indictment or filing is dismissed within one hundred eighty (180) days from the date of such indictment or filing. The Board may, at its sole discretion, elect to suspend and extend the employment hereunder by such one hundred eighty (180) day period or the number of days actually taken by the Executive to dismiss such indictment or filing, whichever is less; provided that the Executive notifies the Company in writing that the Executive intends to contest in good faith such indictment or filing and pursues the dismissal of such indictment or filing with reasonable diligence and grounds. During such period of suspension, Executive may be relieved of duties, but shall be entitled to receive Base Salary;

(iii) the written confession by the Executive of embezzlement, fraud, misappropriation of funds, any act of moral turpitude or dishonesty or acts constituting a felony;

(iv) the finding by a court of competent jurisdiction in a criminal or civil action or by the U.S. Securities and Exchange Commission or state blue sky agency in an administrative proceeding that the Executive has willfully violated any U.S. federal or state securities law;

(v) the engagement by the Executive in willful and continued misconduct, or the Executive’s willful and continued failure to substantially perform the Executive’s obligations;

(vi) the use by the Executive of alcohol or any controlled substance (unless in accordance with medical prescription by licensed medical practitioner) to an extent that it interferes, in the sole discretion of the Board, on a continuing and material basis with the performance of the Executive’s duties under the Agreement;

(vii) the willful, unauthorized disclosure by the Executive of Confidential Information, as defined in Section 10, concerning the Company or any Affiliated Companies, unless such disclosure was (A) believed in good faith by the Executive to be appropriate in the course of properly carrying out duties under the Agreement, or (B) required by an order of a court having jurisdiction over the subject matter or a summons, subpoena or order in the nature thereof of any legislative body (including any committee thereof) or any governmental or administrative agency;

(viii) performance of services by the Executive, other than in the course of properly carrying out his duties under the Agreement and as otherwise provided herein, for any other corporation or person that competes with the Group while the Executive is employed by the Company;

(ix) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject;

(x) commission by Executive of an act involving moral turpitude, dishonesty, theft or unethical business conduct, or conduct which impairs or injures the reputation of, or harms, the Company;

(xi) disloyalty by Executive, including without limitation, aiding a competitor of the Group. For the purpose of this Agreement, “competitor of the Group” shall mean any person which carries on or engages in business that is identical or substantial similar to that carried out by the Group in the jurisdictions in which the operates and shall include, but without limitation to, all such businesses and activities as more particularly set out in Section 9 below provided that under no circumstances shall Melco International Development Limited, Melco Crown Limited or any of their respective subsidiaries or associated companies be regarded as a competitor of the Group;

(xii) any material breach of this Agreement by the Executive and where the breach is capable of remedy, fails to remedy such breach within 14 days of receiving written notice requiring the Executive to remedy that breach;

(xiii) any other bad act or misconduct by Executive; or

(xiv) (1) a finding by any lawfully appointed gaming authority in any jurisdiction that the Group does business (“Gaming Authority”) that the Executive is “unsuitable”, or the equivalent, (2) the mandatory request by any Gaming Authority that the Group not associate with Executive, or (3) the failure by Executive to qualify for any license that

any Gaming Authority requires that Executive possess unless the failure to obtain such license would not materially affect or hamper the relevant part of business of the Group;

(xv) any material breach of the rules and regulations as stipulated in the Code of Conduct, Ethics Policy & Staff Handbook of EGT and where such breach is capable of remedy, fails to remedy such breach within 14 days of receiving written notice requiring Executive to remedy such breach.

(c) “Voting Securities” means securities of EGT, the holders of which are entitled to vote for the election of directors.

(d) “Control” in relation to a body corporate, means the power of a person or persons acting as a group or a legal entity to secure that the affairs of the body corporate are conducted in accordance with the wishes or directions of that person or group; (i) by means of the holding of shares, or the possession of voting power, in relation to that or any other body corporate; or (ii) by virtue of any powers conferred by the articles of association or any other agreement or document regulating that or any other body corporate, but for the avoidance of doubt, shall be deemed to include any person or persons acting as a group or a legal entity controlling or holding directly or indirectly Voting Securities representing 40% or more of the issued share capital in that body corporate. A “Change of Control” occurs if any person or persons acting as a group or legal entity acquires control of the body corporate. For the avoidance of doubt, any increase of shareholdings, whether direct or indirect, in EGT by Melco International Development Limited or any of its subsidiaries, including but not limited to Elixir Group Limited, from the existing approximately 39% (as at the date hereof) to 40% or above, shall not be regarded as a Change of Control of EGT;

(e) “EGT” shall mean Entertainment Gaming Asia Inc., a Nevada corporation;

(f) “Affiliated Companies” shall mean any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with EGT or the Company and the “Group” shall mean the Company, EGT and all Affiliated Companies (or any of them) from time to time.

(g) “Board” shall mean the board of directors of EGT.

(h) “Compensation Committee” shall mean the compensation committee of the board of EGT.

(i) “CEO” shall mean the Chief Executive Officer of EGT.

(j) “US$” shall mean United States Dollar.

(k) “Material(s)” means all works, materials or designs originated, conceived, prepared, written, compiled or made by any officer, employee or consultant of the Company or Affiliated Companies, including Executive, alone or with others during the course of his employment with the Company or Affiliated Companies.

(l) “Intellectual Property Rights” means patents, trade marks, service marks, trade and service names, copyrights and design rights (whether or not any of them are registered and if they are registered, then includes applications for registration for any of them), rights in the know-how, databases, moral rights, trade secrets and rights of confidence and rights or forms of protection of a similar nature or

having similar or equivalent effect to any of them which may subsist at anytime and anywhere in the world.

2. POSITION AND LOCATION OF SERVICE

The Executive shall be employed as the Executive Chairman & CEO and the service to be provided by the Executive under this Agreement shall be principally performed within or in relation to Hong Kong.

3. TERM, DUTIES AND AUTHORITIES

Subject to any earlier termination pursuant to Section 7 below, the employment is for a fixed term of one (1) year commencing from January 1, 2012 up to December 31, 2012 (such date inclusive) (“Term”) provided that during the 60 day period prior to the expiration of the term, the parties agree to negotiate in good faith on any renewal or extension of the term of employment (subject to any revision or modification of the terms hereof, including but not limited to, the Base Salary). The Executive’s duties, responsibilities and authorities shall include such duties, responsibilities and authorities customarily associated with such positions.

4. BASE SALARY

The Executive shall be paid by the Company a Base Salary payable no less frequently than in equal monthly installments at an annualized rate of US$1.00, subject to any increase as may be determined by the Company with the approval of the Compensation Committee from time to time.

5. OPTIONS

The Executive shall be entitled to participate in EGT’s 2008 Stock Incentive Plan or any of such successor plans. The Compensation Committee, at its sole discretion, shall decide the amount and frequency of option grants.

6. IMPLICATION OF CHANGE OF CONTROL ON OUTSTANDING OPTIONS

In the event of a Change of Control of EGT, the Company shall cause the Executive’s outstanding share options (to the extent not vested) to become fully vest upon the effective date of the Change of Control and Executive shall have a minimum period of twelve months from the effective date of the Change of Control to exercise his options.

7. TERMINATION OF EMPLOYMENT

(a) Termination by the Company for Cause. At any time after learning of an event constituting Cause, the Company may elect to give the Executive written notice of its intention to terminate for Cause, specifying in such notice the event forming the basis for Cause. Termination shall be effective immediately upon delivery of notice hereunder. In the event the Executive’s employment is terminated by the Company for Cause, the Executive shall be entitled only to:

(i) Base Salary, at the rate in effect at the time of termination, accrued and payable through the date of termination of employment;

(ii) reimbursement for expenses incurred but not yet reimbursed by the Company; and

(iii) any other compensation and benefits accrued and to which the Executive is entitled under applicable plans, programs and agreements of the Company as of the date of termination of employment.

The Executive’s entitlement to the foregoing shall be without prejudice to the right of the Company to claim or sue for any damages or other legal or equitable remedy to which the Company may be entitled as a result of such Cause; provided, however, that offset shall not be available to the Company in any event.

(b) Termination by Notice. Both the Company and the Executive may terminate this Agreement (which shall not include a termination pursuant to Section 7(a)) by serving three (3) months written notice or payment in lieu of notice by paying three (3) months Base Salary at the rate in effect at the time of termination. Both parties may choose to give partial notice and partial payment in lieu of notice.

(c) Termination by reason of Change of Control. In the event of a Change of Control of EGT and upon the effective date of the Change of Control, this Agreement shall be deemed terminated provided that the Executive shall be entitled to a payment equal to three (3) months of Base Salary at the rate in effect at the time of Change of Control.

(d) Nature of Payments. Any amounts due the Executive under the Agreement in the event of any termination of employment with the Company are in the nature of severance payments, or liquidated damages which contemplate both direct damages and consequential damages that the Executive may suffer as a result of the termination of employment, or both, and are not in the nature of a penalty.

(e) Renegotiation. Notwithstanding any other terms of this Agreement, in the event of the Executive’s separation from Melco for any reason, the Company and the Executive reserve the right to renegotiate the terms of this Agreement in its entirety.

8. TERMINATION OBLIGATIONS

(a) Personal Property. Executive hereby acknowledges and agrees that all personal property, including, without limitation, all emails, reports, books, manuals, records, notes, contracts, lists, blueprints, and other documents, or materials, or hard or soft copies thereof, and equipment furnished to or prepared by Executive in the course of or incidental to him performing his duties hereunder, including, without limitation, records and any other materials, belonging to the Company or any Affiliated Companies shall be promptly returned to the Company or such Affiliated Company (as the case may be) upon termination of the Agreement. Delete of the Company’s documents including but not limited to emails, business proposals, contracts, from the Company’s assigned computers including desk tops and lap tops without the Company’s consent is considered a violation of this clause and a breach of this Agreement.

(b) Results of Termination. Upon termination or expiration of the Executive’s employment, this Agreement and the employment of the Executive shall be wholly terminated with the exception of the Sections specifically contemplated to continue in full force as set forth in Sections 9, 10, 11 and 12 below.

9. COVENANT NOT TO COMPETE

machines to hotels and casinos in Asia Pacific; and/or (ii) the management and/or operation of casino hotel and/or slot hall in the Indo-China Region, whether as an employee, executive, partner, principal, agent, representative, stockholder or consultant (other than as a holder of not more than a 10% equity interest) or in any other corporate or any capacity, so long as the Company is engaged in electronic gaming machines lease business Provided That notwithstanding anything to the contrary contained herein, nothing in this Section shall preclude the Executive from acting as a director, officer or employee of Melco International Development Limited, Melco Crown Limited or any of their respective subsidiaries or associated companies as long as these relevant companies are not engaged in leasing of electronic gaming machines to casino or slot operators on a revenue sharing basis or in the management and/or operation of casino hotel and/or slot hall in the Indo-China Region.

10. COVENANTS TO PROTECT CONFIDENTIAL INFORMATION

The Executive shall not, during the Term of employment hereunder or anytime thereafter, without prior written consent of the Company, divulge, publish or otherwise disclose to any other person any Confidential Information regarding the Group except in the course of carrying out the Executive’s responsibilities on behalf of the Group (e.g., providing information to the Group’s attorneys, accountants, bankers, other professional consultants etc.) or if required to do so pursuant to the order of a court having jurisdiction over the subject matter or a summons, subpoena or order in the nature thereof of any legislative body (including any committee thereof and any litigation or dispute resolution method against the Company related to or arising out of this Agreement) or any governmental or administrative agency. For this purpose, Confidential Information shall include, but is not limited to, the Group’s financial position and results of operations, trades secrets and Intellectual Property, products and product development plans, marketing and promotional plans and strategies, customer lists and customer data bases. Confidential Information does not include information that is generally available to the public other than through a breach of the Agreement on the part of the Executive.

11. NON-SOLICITATION

Except with the prior written consent of the Company, Executive shall not solicit customers, clients, or employees of the Group for a period of twelve (12) months after the date of the expiration or termination of this Agreement. Without limiting the generality of the foregoing, Executive will not, for a period of twelve (12) months after the date of the expiration or termination of this Agreement, willfully canvas or solicit any such business in competition with the business of the Group from any customers of the Group with whom Executive had contact during, or of which Executive had knowledge solely as a result of, his performance of services for the Group pursuant to this Agreement. Executive will not, for a period of twelve (12) months after the date of the expiration or termination of this Agreement, directly or indirectly request, induce or advise any customers of the Group with whom Executive had contact during the term of this Agreement to withdraw, curtail or cancel their business with the Group. Executive will not, for a period of twelve (12) months after the date of the expiration or termination of this Agreement, induce or attempt to induce any employee of the Group to terminate his employment with the Group.

12. INTELLECTUAL PROPERTY

If Executive writes, designs, develops, or produces Material(s) at any time during the Term of employment all Intellectual Property Rights or proprietary rights of those Material(s) shall nevertheless belong to the Group. Those rights will continue to be vested in and belong to the Group regardless of the termination of this Agreement.

13. REMEDIES

(a) Executive acknowledges and agrees that immediate and irreparable harm, for which damages would be an inadequate remedy, would occur in the event any of the provisions of Sections 9, 10, 11 and 12 of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, Executive agrees that Company shall be entitled to an injunction or injunctions to prevent breaches of such provisions of this Agreement and to enforce specifically the terms and provisions thereof without the necessity of proving actual damages or securing or posting any bond or providing prior notice, in addition to any other remedy to which it may be entitled at law or equity.

(b) Nothing herein contained is intended to waive or diminish any rights Company may have at law or in equity at any time to protect and defend its legitimate property interests (including its business relationship with third parties), the foregoing provisions being intended to be in addition to and not in derogation or limitation of any other rights the Company may have at law or equity.

14. REPRESENTATION

The Company and the Executive respectively represents and warrants to each other that each respectively is fully authorized and empowered to enter into the Agreement and that their entering into the Agreement and the performance of their respective obligations under the Agreement will not violate any agreement between the Company or the Executive respectively and any other person, firm or organization or any law or governmental regulation.

15. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the Parties in respect of the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties including the previous employment agreement entered into between the Company and the Executive dated November 10, 2009. This Agreement is personal to the Executive and save and except for any assignment of this Agreement by the Company to EGT or any other wholly-owned subsidiaries of EGT, neither Party may deal with any obligation or the benefit of this Agreement in any way, whether by assignment, license, sub-contract, or otherwise, without the other Party’s prior written consent.

16. AMENDMENT OR WAIVER

This Agreement cannot be changed, modified or amended without the consent in writing of both the Executive and the Company. No waiver by either Party at any time of any breach by the other Party of any condition or provision of the Agreement shall be deemed a waiver of a similar or dissimilar condition or provision at the same or at any prior or subsequent time. Any waiver must be in writing and signed by the Executive or an authorized officer of the Company, as the case may be.

17. SEVERABILITY

hereby confer jurisdiction to enforce the covenants contained in Sections 8(a), 9, 10, 11 and 12 (the “Restrictive Covenants”) upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more of such jurisdictions hold any Restrictive Covenant unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the Company and Executive that such determination not bar or in any way affect the right of the Company to the relief provided for in this section in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenant as to breaches of such Restrictive Covenant in such other respective jurisdictions (such Restrictive Covenant as it relates to each jurisdiction being, for this purpose, severable into diverse and independent covenants).

18. SURVIVAL

The respective rights and obligations of the Parties shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

19. GOVERNING LAW

This Agreement shall be governed by and construed under the law of Hong Kong, disregarding any principles of conflicts of law that would otherwise provide for the application of the substantive law of another jurisdiction. The Parties each hereby irrevocably submits to the jurisdiction and venue of the courts of Hong Kong and agrees not to object to the jurisdiction of a Hong Kong court because it is an inconvenient forum.

20. SETTLEMENT OF DISPUTES

Except for equitable actions seeking to enforce the provisions of Sections 8(a), 9, 10, 11 and 12 of this Agreement which may be brought by a court in any competent jurisdiction, in the event a dispute, claim or controversy arises between the parties relating to the validity, interpretation, performance, termination or breach of this Agreement, (collectively, a “Dispute”), the Parties agree to hold a meeting regarding the Dispute, attended by individuals with decision-making authority, to attempt in good faith to negotiate a resolution of the Dispute prior to pursuing other available remedies. If, within thirty (30) days after such meeting or after good faith attempts to schedule such a meeting have failed, the Parties have not succeeded in negotiating a resolution of the Dispute; the Dispute shall be resolved through legal proceedings.

21. INTERPRETATION

In this Agreement unless the context requires otherwise; (i) a word or expression in the singular includes the plural, and the plural includes the singular; (ii) words of one gender include all genders; (iii) words importing persons includes all bodies and associations, corporate or unincorporated; and (iv) a reference to this Agreement includes the Exhibit(s) attached to this Agreement. No provision of this Agreement will be construed in favor of or against any Party by reason of the extent to which any such Party, its affiliates or their respective employees or attorney participated in the drafting thereof.

22. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

23. TAXES

All monies payable is stated in gross amounts and the Executive shall bear any taxes in relation thereto as may be required by the applicable law.

24. ACKNOWLEDGMENT

The Executive acknowledges that he has been given a reasonable period of time to study this Agreement before signing it and has had an opportunity to secure counsel of his own. The Executive certifies that he has fully read and completely understands the terms, nature, and effect of this Agreement. The Executive further acknowledges that he is executing this Agreement freely, knowingly, and voluntarily and that the Executive’s execution of this Agreement is not the result of any fraud, duress, mistake, or undue influence whatsoever. In executing this Agreement, the Executive does not rely on any inducements, promises, or representations by the Company or any Affiliated Companies other than that which is stated in this Agreement.

IN WITNESS WHEREOF, the parties have executed the Agreement as of the date first written above.

For and on behalf of the Company		The Executive

/s/ TSUI Kin Ming, Andy		/s/ CHUNG Yuk Man
Name:	TSUI Kin Ming, Andy	CHUNG Yuk Man

Position:	Chief Accounting Officer

EX-99.2 3 a12-2033_1ex99d2.htm EX-99.2

Exhibit 99.2

EXECUTIVE OVERSEAS EMPLOYMENT AGREEMENT

THIS EXECUTIVE OVERSEAS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the 31st day of December 2011, between DREAMWORLD LEISURE MANAGEMENT LIMITED, a company incorporated under the laws of British Virgin Islands (together with its successors or assigns as permitted under this Agreement, the “Company”), and CHUNG YUK MAN, an individual and holder of Hong Kong Identity Card number E760824(5) (the “Executive”).

RECITALS

The Company desires to employ the Executive and enter into this Agreement embodying the terms of such employment and the Executive desires to enter into this Agreement and to accept such employment.

In consideration of the mutual covenants and for other good and valuable consideration, the Company and the Executive (individually a “Party” and together the “Parties”) agree as follows:

1. DEFINITIONS

(a) “Base Salary” shall mean the salary provided for in Section 1 below subject to such increases as may be made from time to time.

(b) “Cause” shall mean:

(iii) the written confession by the Executive of embezzlement, fraud, misappropriation of funds, any act of moral turpitude or dishonesty or acts constituting a felony;

(v) the engagement by the Executive in willful and continued misconduct, or the Executive’s willful and continued failure to substantially perform the Executive’s obligations;

(x) commission by Executive of an act involving moral turpitude, dishonesty, theft or unethical business conduct, or conduct which impairs or injures the reputation of, or harms, the Company;

(xiii) any other bad act or misconduct by Executive; or

any Gaming Authority requires that Executive possess unless the failure to obtain such license would not materially affect or hamper the relevant part of business of the Group;

(c) “Voting Securities” means securities of EGT, the holders of which are entitled to vote for the election of directors.

(e) “EGT” shall mean Entertainment Gaming Asia Inc., a Nevada corporation;

(g) “Board” shall mean the board of directors of EGT.

(h) “Compensation Committee” shall mean the compensation committee of the board of EGT.

(i) “CEO” shall mean the Chief Executive Officer of EGT.

(j) “US$” shall mean United States Dollar.

having similar or equivalent effect to any of them which may subsist at anytime and anywhere in the world.

(m) “Hong Kong” means the Special Administrative Region of Hong Kong and for the purpose of this Agreement, shall exclude People’s Republic of China and Macau.

2. POSITION AND LOCATION OF SERVICE

The Executive shall be employed as the Executive Chairman & CEO of EGT and the service to be provided by the Executive under this Agreement shall be principally performed in countries outside Hong Kong.In the performance of the Executive’s duties and responsibilities hereunder, it is contemplated that the Executive will be required to undertake travel at the request of the Group. Such travel will be taken in accordance with the Group’s travel policies, as amended by the Group from time to time.

3. TERM, DUTIES AND AUTHORITIES

4. EXPENSES REIMBURSEMENT

The Company shall reimburse the Executive for all travel and business-related expenses incurred by the Executive in the fulfillment of his services hereunder in accordance with the applicable expenses reimbursement policies and procedures of the Group as in effect from time to time.

5. REMUNERATION

The Parties agree that the remuneration for the Executive’s services provided hereunder is generally discretionary in nature based upon the determination of the Compensation Committee from time to time and in this respect, it is agreed that :

(a) the Executive shall be entitled to participate in EGT’s 2008 Stock Incentive Plan or any of such successor plans. The Compensation Committee, at its sole discretion, shall decide the amount and frequency of option grants; and

(b) the Executive may be granted a discretionary performance bonus or bonuses (whether in cash or in kind) based on guidelines set by the Compensation Committee on an annual basis or whenever deemed appropriate by the Compensation Committee.

6. IMPLICATION OF CHANGE OF CONTROL ON OUTSTANDING OPTIONS

7. TERMINATION OF EMPLOYMENT

(i) Base Salary, at the rate in effect at the time of termination, accrued and payable through the date of termination of employment;

(ii) reimbursement for expenses incurred but not yet reimbursed by the Company; and

(iii) any other compensation and benefits accrued and to which the Executive is entitled under applicable plans, programs and agreements of the Company as of the date of termination of employment.

8. TERMINATION OBLIGATIONS

emails, business proposals, contracts, from the Company’s assigned computers including desk tops and lap tops without the Company’s consent is considered a violation of this clause and a breach of this Agreement.

9. COVENANT NOT TO COMPETE

In the event of a termination or expiration of this Agreement, the Executive shall not, for a period of twelve (12) months after the date of expiration or termination, engage in competition with the Company or Affiliated Company or Companies. For purposes of this Section 9, the Executive shall be engaging in competition with the Group if the Executive engages in (i) the leasing of electronic gaming machines to hotels and casinos in Asia Pacific, and/or (ii) the management and/or operation of casino hotel and/or slot hall in the Indo-China Region, whether as an employee, executive, partner, principal, agent, representative, stockholder or consultant (other than as a holder of not more than a 10% equity interest) or in any other corporate or any capacity, so long as the Company is engaged in electronic gaming machines lease business Provided That notwithstanding anything to the contrary contained herein, nothing in this Section shall preclude the Executive from acting as a director, officer or employee of Melco International Development Limited, Melco Crown Limited or any of their respective subsidiaries or associated companies as long as these relevant companies are not engaged in leasing of electronic gaming machines to casino or slot operators on a revenue sharing basis or in the management and/or operation of casino hotel and/or slot hall in the Indo-China Region.

10. COVENANTS TO PROTECT CONFIDENTIAL INFORMATION

11. NON-SOLICITATION

indirectly request, induce or advise any customers of the Group with whom Executive had contact during the term of this Agreement to withdraw, curtail or cancel their business with the Group. Executive will not, for a period of twelve (12) months after the date of the expiration or termination of this Agreement, induce or attempt to induce any employee of the Group to terminate his employment with the Group.

12. INTELLECTUAL PROPERTY

13. REMEDIES

14. REPRESENTATION

15. ENTIRE AGREEMENT

16. AMENDMENT OR WAIVER

condition or provision at the same or at any prior or subsequent time. Any waiver must be in writing and signed by the Executive or an authorized officer of the Company, as the case may be.

17. SEVERABILITY

The provisions of this Agreement shall be severable and the invalidity, illegality or unenforceability of any provision of this Agreement shall not affect, impair or render unenforceable this Agreement or any other provision hereof, all of which shall remain in full force and effect. If any provision of this Agreement is adjudicated by a court of competent jurisdiction as invalid, illegal or otherwise unenforceable, but such provision may be made enforceable by a limitation or reduction of its scope, the Parties agree to abide by such limitation or reduction as may be necessary so that said provision shall be enforceable to the fullest extent permitted by law. The Parties further intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8(a), 9, 10, 11 and 12 (the “Restrictive Covenants”) upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more of such jurisdictions hold any Restrictive Covenant unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the Company and Executive that such determination not bar or in any way affect the right of the Company to the relief provided for in this section in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenant as to breaches of such Restrictive Covenant in such other respective jurisdictions (such Restrictive Covenant as it relates to each jurisdiction being, for this purpose, severable into diverse and independent covenants).

18. SURVIVAL

The respective rights and obligations of the Parties shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

19. GOVERNING LAW

20. SETTLEMENT OF DISPUTES

21. INTERPRETATION

words importing persons includes all bodies and associations, corporate or unincorporated; and (iv) a reference to this Agreement includes the Exhibit(s) attached to this Agreement. No provision of this Agreement will be construed in favor of or against any Party by reason of the extent to which any such Party, its affiliates or their respective employees or attorney participated in the drafting thereof.

22. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

23. TAXES

All monies payable is stated in gross amounts and the Executive shall bear any taxes in relation thereto as may be required by the applicable law.

24. ACKNOWLEDGMENT

IN WITNESS WHEREOF, the parties have executed the Agreement as of the date first written above.

For and on behalf of the Company		The Executive

/s/ TSUI Kin Ming, Andy		/s/ CHUNG, Yuk Man
Name:	TSUI Kin Ming, Andy	CHUNG Yuk Man

Position:	Chief Accounting Officer

EX-99.3 4 a12-2033_1ex99d3.htm EX-99.3

Exhibit 99.3

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (“Agreement”) is entered into on January 3, 2012 by and between Entertainment Gaming Asia Inc., a Nevada corporation (the “Company”), and Clarence Chung, the Chief Executive Officer of the Company (the “Recipient”).

R E C I T A L

The Company wishes to grant to Recipient 779,220 shares of the Company’s $.001 par value common stock (“Common Stock”) pursuant to the Company’s 2008 Stock Incentive Plan (“Plan”) and on the terms and subject to the conditions set forth below.

A G R E E M E N T

It is hereby agreed as follows:

1. Grant of Restricted Stock; Definitions. The Company hereby grants, as of January 3, 2012 (the “Date of Grant”), to Recipient, 779,220 shares of restricted Common Stock (collectively the “Restricted Stock”). The Restricted Stock shall be subject to the terms, conditions and restrictions set forth in the Plan and this Agreement. Except as otherwise determined by the board of directors (“Board”) of the Company, this Agreement and the Restricted Stock granted hereby shall be administered on behalf of the Company by the Compensation Committee (“Committee”) of the Board. All agreements, notices and waivers to be made by, or delivered to, the Company under this Agreement shall be made by, or delivered to, the Committee, except as otherwise determined by the Board.

For purposes of this Agreement, the following terms shall have the meanings indicated:

(a) “Adjusted EBITDA” means the Company’s consolidated earnings before interest, taxes, depreciation, amortization, stock-based compensation, and other non-cash operating income and expenses, as determined in accordance with U.S. generally accepted accounting principles consistently applied (“GAAP”).

(b)“Employment Agreement” means that Executive Overseas Employment Agreement for services outside Hong Kong dated December 31, 2011 between Dreamworld Leisure Management Limited, a wholly owned subsidiary of the Company and Recipient.

(d) “KPI” means the Key Performance Index for the Chief Executive Officer for the Fiscal 2012 as determined by the Committee during a Committee meeting held on November 4, 2011 (subject to any review or modifications thereto as may be deemed necessary by the Committee from time to time). The KPI is essentially a benchmark for measuring the performance of the Chief Executive Officer for the Fiscal 2012 and it covers (i) the Adjusted EBITDA at certain prescribed levels; (ii) the success in securing any new projects to maintain

sustainable growth for the Company’s business: and (iii) the satisfactory execution and delivery of the projects that the Company announced during 2011 (including all casino and participation projects). Each of these three elements of the KPI carries certain weights (in terms of percentage of achievement) assigned thereto. Subject to the determination by the Committee in accordance with Section 2 below, the degree of achievement (in terms of percentage) of the KPI shall be ascertained by summing up all different weightings of the thresholds of the three elements that have actually been achieved.

(e) “Non-Vested Shares” means any portion or all of the Restricted Stock subject to this Agreement that has not become vested pursuant to Section 2.

(f) “Trading Day” means the day on which the securities of the Company are quoted or traded on the NYSE-Amex and/or, if applicable, such other stock exchange where the Company is listed.

(g) “Vested Shares” means any portion or all of the Restricted Stock subject to this Agreement that is and has become vested pursuant to Section 2.

2. Vesting of Restricted Stock.

(a) The shares of Restricted Stock shall become vested in the following amounts, at the following times and upon the following conditions, provided that the Recipient remains in continuous employment of the Company through and on the applicable vesting date (except as otherwise provided in Section 4):

(i) all the Restricted Stock shall vest , subject to and upon the Recipient’s achievement of one hundred percent (100%) of the KPI. In the event the Recipient only achieves less than one hundred percent of the KPI, a portion of the Restricted Stock shall vest equal to the product arrived at by multiplying 779,220 shares by the percentage of KPI that has actually been achieved. The vesting of the Restricted Stock or a portion thereof, if any, shall occur on the Trading day immediately after the Committee has determined whether hundred percent or any portion of the KPI has been achieved in accordance with Sub-section (b) of this Section below.

(b) The determination of the Company’s satisfaction of the vesting conditions set forth in Section 2(a) shall be made by the Committee in its reasonable discretion provided that the final determination of which shall not be made later than April 30, 2013. The Committee shall be entitled to rely on disclosures made in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities and Exchange Commission for purposes of confirming the satisfaction the vesting conditions set forth in Section 2(a). The Restricted Stock also shall become vested at such earlier times, if any, as shall be provided in this Agreement or as shall otherwise be determined by the Committee in its sole and absolute discretion.

3. Delivery of Restricted Stock.

(a) One or more stock certificates evidencing the Restricted Stock shall be issued in the name of the Recipient but shall be held and retained by the Secretary of the Company until the date (the “Applicable Date”) on which the shares (or a portion thereof) subject to this Restricted Stock award become Vested Shares pursuant to Section 2 hereof, subject to the provisions of Section 4 hereof. All such stock certificates shall bear the following legends, along with such other legends that the Committee shall deem necessary and appropriate or which are otherwise required or indicated pursuant to any applicable stockholders agreement:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL VESTING AND OTHER RESTRICTIONS AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES, AND INCLUDE VESTING CONDITIONS WHICH MAY RESULT IN THE COMPLETE FORFEITURE OF THE SHARES.

(b) Recipient shall deposit with the Company stock powers or other instruments of transfer or assignment, duly endorsed in blank with signature(s) guaranteed, corresponding to each certificate representing shares of Restricted Stock until such shares become Vested Shares. If Recipient shall fail to provide the Company with any such stock power or other instrument of transfer or assignment, Recipient hereby irrevocably appoints the Secretary of the Company as his attorney-in-fact, with full power of appointment and substitution, to execute and deliver any such power or other instrument which may be necessary to effectuate the transfer of the Restricted Stock (or assignment of distributions thereon) on the books and records of the Company.

(c) On or after the Applicable Date, upon written request to the Company by Recipient, the Company shall promptly cause a new certificate or certificates to be issued for and with respect to all shares that become Vested Shares on the Applicable Date, which certificate(s) shall be delivered to Recipient as soon as administratively practicable after the date of receipt by the Company of Recipient’s written request. The new certificate or certificates shall not bear the legend set forth in Section 3(a) but shall continue to bear those other legends and endorsements that the Company shall deem necessary or appropriate (including those relating to restrictions on transferability and/or obligations and restrictions under the Securities Act of 1933, as amended).

4. Effect of Termination of Employment or Other Relationship. Notwithstanding any provisions to the contrary contained in the Plan, in the event:

(a) Recipient’s employment with the Company terminates based on termination by the Company without Cause (as such term is defined in Section 1(b) of the Employment Agreement) other than due to death, Disability (as such term is defined in the Plan)

or the unanimous decision of the Board members (other than the Recipient) that the Recipient has not satisfactorily performed or discharged his duties as the chief executive officer of the Company (but such non-satisfactory performance has not amounted to a Cause under the Employment Agreement)(the “Non-Satisfactory Performance”), then all Non-Vested Shares as of the date of such termination shall become vested immediately regardless of whether the KPI has been achieved or not; or

(b) Recipient’s employment with the Company terminates based on termination by the Company with Cause, then all Non-Vested Shares as of the date of such termination shall become forfeited immediately; or

(c) Recipient’s employment with the Company terminates due to death, Disability or Non-Satisfactory Performance or for any other reason not contemplated under sub-Section (a) or (b) above, then any Non-Vested Shares as of the date of such termination shall, become vested or forfeited as determined by the Committee in its reasonable discretion.

The Committee shall have the power and authority to enforce on behalf of the Company any rights of the Company under this Agreement in the event of Recipient’s forfeiture of Non-Vested Shares pursuant to this Section 4.

5. Rights with Respect to Restricted Stock.

(a) Except as otherwise provided in this Agreement, the Recipient shall have, with respect to all of the shares of Restricted Stock, whether Vested Shares or Non-Vested Shares, all of the rights of a holder of shares of Common Stock of the Company, including without limitation (i) the right to vote such Restricted Stock, (ii) the right to receive dividends, if any, as may be declared on the Restricted Stock from time to time, and (iii) the rights available to all holders of shares of Common Stock of the Company upon any merger, consolidation, reorganization, liquidation or dissolution, stock split-up, stock dividend or recapitalization undertaken by the Company; provided, however, that all of such rights shall be subject to the terms, provisions, conditions and restrictions set forth in this Agreement (including without limitation conditions under which all such rights shall be forfeited). Any shares of Common Stock issued to the Recipient as a dividend with respect to shares of Restricted Stock shall have the same status and bear the same legend as the shares of Restricted Stock and shall be held by the Company, if the shares of Restricted Stock that such dividend is attributed to is being so held, unless otherwise determined by the Committee. In addition, notwithstanding any provision to the contrary herein, any cash dividends declared with respect to shares of Restricted Stock subject to this Agreement shall be held in escrow by the Committee until such time as the shares of Restricted Stock that such cash dividends are attributed to shall become Vested Shares, and in the event that such shares of Restricted Stock are subsequently forfeited, the cash dividends attributable to such portion shall be forfeited as well.

(b) If at any time while this Agreement is in effect (or shares of Restricted Stock granted hereunder shall be or remain unvested and outstanding), there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company through the declaration of a stock dividend or any stock split-up, combination or exchange of such shares of Common Stock, then and in that event, in view of such change, the

number of shares of Restricted Stock then subject to this Agreement shall be appropriately adjusted. If any such adjustment shall result in a fractional share, such fraction shall be disregarded.

(c) Notwithstanding any term or provision of this Agreement to the contrary, the existence of this Agreement, or of any outstanding Restricted Stock awarded hereunder, shall not affect in any manner the right, power or authority of the Company to make, authorize or consummate: (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (ii) any merger, consolidation or similar transaction by or of the Company; (iii) any offer, issue or sale by the Company of any capital stock of the Company, including any equity or debt securities, or preferred or preference stock that would rank prior to or on parity with the Restricted Stock and/or that would include, have or possess other rights, benefits and/or preferences superior to those that the Restricted Stock includes, has or possesses, or any warrants, options or rights with respect to any of the foregoing; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the stock, assets or business of the Company; or (vi) any other corporate transaction, act or proceeding (whether of a similar character or otherwise).

6. Non-Transferability of Non-Vested Shares. Non-Vested Shares shall not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of Recipient to any party (other than the Company), or assigned or transferred by Recipient otherwise than by will or the laws of descent and distribution or to a beneficiary upon the death of Recipient. A beneficiary or other person claiming any rights under this Agreement from or through Recipient shall be subject to all of the terms and conditions of this Agreement, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

7. Tax Matters. If applicable, Recipient shall make arrangements satisfactory to the Company to pay to the Company any federal, state or local income taxes (U.S. or foreign) required to be withheld with respect to the Restricted Stock. If Recipient shall fail to make such tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Recipient any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. Tax consequences on Recipient (including without limitation U.S. and foreign federal, state, local and foreign income tax consequences) with respect to the Restricted Stock (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of Recipient. Recipient shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and Recipient’s filing, withholding and payment (or tax liability) obligations.

8. Miscellaneous.

8.1 No Right to (Continued) Employment or Service. This Agreement and the grant of Restricted Stock hereunder shall not confer, or be construed to confer, upon Recipient any right to employment or service, or continued employment or service, with the Company.

8.2 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 plans, agreements or arrangements, and any such plans, agreements and arrangements may be either generally applicable or applicable only in specific cases or to specific persons.

8.3 No Trust or Fund Created. Neither this Agreement nor the grant of Restricted Stock hereunder shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and Recipient or any other person. To the extent that Recipient or any other person acquires a right to receive payments from the Company pursuant to this Agreement, such right shall be no greater than the right of any unsecured general creditor of the Company.

8.4 Binding Effect. This Agreement shall bind and inure to the benefit of the successors, assigns, transferees, agents, personal representatives, heirs and legatees of the respective parties.

8.5 Further Acts. Each party agrees to perform any further acts and execute and deliver any documents which may be necessary to carry out the provisions of this Agreement.

8.6 Amendment. This Agreement may be amended at any time by the written agreement of the Company and Recipient.

8.7 Syntax. Throughout this Agreement, whenever the context so requires, the singular shall include the plural, and the masculine gender shall include the feminine and neuter genders. The headings and captions of the various Sections hereof are for convenience only and they shall not limit, expand or otherwise affect the construction or interpretation of this Agreement.

8.8 Choice of Law. The parties hereby agree that this Agreement has been executed and delivered in the State of Nevada and shall be construed, enforced and governed by the laws thereof. This Agreement is in all respects intended by each party hereto to be deemed and construed to have been jointly prepared by the parties and the parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them.

8.9 Severability. In the event that any provision of this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

8.10 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 3:30 p.m. (Hong Kong time) on any day except Saturday, Sunday and any day which shall be a national legal holiday in Hong Kong (“Business Day”), (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the

facsimile number set forth on the signature pages attached hereto on a day that is not a Business Day or later than 3:30 p.m. (Hong Kong time) on any Business Day, (c) the 2nd Business Day following the date of mailing, if sent by Hong Kong recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. All notices and demands to Recipient or the Company may be given to them at the following addresses:

If to Recipient: Clarence Chung

Unit 3705, The Centrium

60 Wyndham Street

Central, Hong Kong SAR

If to Company: Entertainment Gaming Asia Inc.

Unit 3705, The Centrium

60 Wyndham Street

Central, Hong Kong SAR

Such parties may designate in writing from time to time such other place or places that such notices and demands may be given.

8.11 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, this Agreement supersedes all prior and contemporaneous agreements and understandings of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth or referred to herein. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

8.12 Attorneys’ Fees. In the event that any party to this Agreement institutes any action or proceeding, including, but not limited to, litigation or arbitration, to preserve, to protect or to enforce any right or benefit created by or granted under this Agreement, the prevailing party in each respective such action or proceeding shall be entitled, in addition to any and all other relief granted by a court or other tribunal or body, as may be appropriate, to an award in such action or proceeding of that sum of money which represents the attorneys’ fees reasonably incurred by the prevailing party therein in filing or otherwise instituting and in prosecuting or otherwise pursuing or defending such action or proceeding, and, additionally, the attorneys’ fees reasonably incurred by such prevailing party in negotiating any and all matters underlying such action or proceeding and in preparation for instituting or defending such action or proceeding.

8.13 Counterparts. This Agreement may be executed in two or more separate counterparts, each of which shall be an original, and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first written above.

	“Company”

	Entertainment Gaming Asia Inc.
	a Nevada corporation

	By:	/s/ Anthony Tyen
		Anthony Tyen


	“Recipient”

		/s/ Clarence Chung
		Clarence Chung