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



(a)  On April 27, 2023, Accel Entertainment, Inc. (the "Company") entered into
an amendment (the "Amendment") to the Executive Employment Agreement with the
Company's Chief Executive Officer, Andrew Rubenstein (the "Rubenstein Employment
Agreement").

Pursuant to the Amendment, Mr. Rubenstein's base salary will be increased to
$925,000. The Amendment extends the term of the Rubenstein Employment Agreement
to April 27, 2026, unless earlier terminated in accordance with its terms.

In connection with the Amendment, Mr. Rubenstein has been granted a
performance-based restricted stock unit representing the opportunity to receive
520,247 shares of the Company's Class A-1 common stock (the "PSUs"). The PSUs
will vest subject to Mr. Rubenstein's continued employment with the Company
through April 27, 2026 (the "Service Condition") and the achievement of a
performance-based vesting condition, whereby one-third of the shares underlying
the PSUs will satisfy such performance-based vesting condition if the Company's
volume-weighted average trading price (including reinvestment of dividends) over
any 20 trading-day period ending on or prior to April 27, 2026 meets or exceeds
the stock price hurdles set forth in the table below (the "Performance
Condition"). Each stock price hurdle may be achieved only once during the
Measurement Period.

                       Threshold Performance      Target Performance       Maximum Performance

 Stock Price Hurdle           $12.00                    $12.50                   $13.00


In the event of a change in control of the Company, the Performance Condition
will be evaluated for a final time based on the per share price implied by the
definitive agreement governing such change in control, and the portion of the
PSUs for which the Performance Condition has been satisfied will thereafter vest
subject only to the Service Condition.

The Service Condition will be deemed satisfied in full in the event of a
Qualifying Termination (as defined in the Rubenstein Employment Agreement). The
portion of the PSUs, if any, for which the Performance Condition has been
satisfied shall vest upon the satisfaction of the Service Condition. Any PSUs
for which the Performance Condition has not been satisfied as of the
satisfaction of the Service Condition will be forfeited for no consideration.

In addition, Mr. Rubenstein will be prohibited from selling or otherwise
disposing of the shares of the Company's Class A-1 common stock that he is
issued in settlement of the PSUs until the earlier of April 27, 2027 and a
change in control of the Company. This restriction will not apply to any shares
of the Company's Class A-1 common stock that are sold in connection with a "sell
to cover" transaction in order to satisfy tax withholding obligations. In
addition, this restriction will lapse if at any time Mr. Rubenstein is no longer
providing service to the Company in any capacity (including as an officer,
employee, consultant, or member of the Company's board of directors) and is not
the beneficial owner of at least 7,000,000 shares of the Company's capital
stock, as determined in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (as such number of shares may be adjusted in the sole
discretion of the Company's board of directors or compensation committee to take
into account any stock split, stock dividend, reclassification, or other similar
transaction).


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The foregoing descriptions of the Amendment and the PSUs is qualified in their
entirety by reference to the full text of the Amendment and the
Performance-Based Restricted Stock Unit Grant Notice and Agreement, a copy of
which is filed as Exhibit 10.10(B) and Exhibit 10.23(A) attached hereto,
respectively, and the terms of which are incorporated by reference herein.

(b) On April 27, 2023, the board of directors of the Company modified the
Company's non-employee director compensation policy to provide that in 2023 and
future years, the Company's Non-Executive Chairman will receive an annual grant
of restricted stock units ("RSUs") with a grant date value of $310,000 that
vests annually, in lieu of the cash retainer and annual RSU grant provided to
the Company's other non-employee directors other than the Vice Chairman. Prior
to 2023, the Company's Non-Executive Chairman had waived all of his non-employee
director compensation.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit
Number               Description

   10.10(B)            Amendment to Executive Employment Agreement, dated

April 27, 2023, by and


                     between Accel Entertainment, Inc., and Andrew

Rubenstein.


    10.24              Performance-Based Restricted Stock Unit Grant Notice

and Agreement, dated April


                     27, 2023, for Andrew Rubenstein
     104             Cover Page Interactive Data File (embedded within the

Inline XBRL document)




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