8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2026

ACCEL ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38136		98-1350261
(State or other jurisdiction<br>of incorporation)		(Commission<br>File Number)		(IRS Employer<br>Identification No.)
140 Tower Drive
Burr Ridge,	Illinois		60527
(Address of principal executive offices)			(Zip Code)

(630) 972-2235

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A-1 common stock, par value $0.0001 per share	ACEL	New York Stock Exchange

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

Emerging growth company ☐

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

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

On February 2, 2026, Accel Entertainment, Inc. (the “Company”) announced that:

•Andy Rubenstein, the Company’s current Chief Executive Officer and President, has been appointed as Chairman of the Company’s Board of Directors (the “Board”), effective immediately;

•Mark Phelan, age 57, currently the Company’s President – US Gaming, (i) has been appointed to the additional role of Chief Operating Officer, effective immediately, and (ii) will succeed Mr. Rubenstein as Chief Executive Officer and President, effective August 7, 2026 (the “Transition Date”); and

•in connection with this transition, Karl Peterson, current Chairman of the Board, has been appointed to serve as the Company’s Lead Independent Director, effective immediately.

Mr. Phelan’s biographical information is set forth in the Company’s definitive proxy statement filed on April 21, 2025 and is incorporated herein by reference. There is no arrangement or understanding between Mr. Phelan and any other persons pursuant to which Mr. Phelan was appointed as the Company’s Chief Operating Officer or Chief Executive Officer, effective as noted above. Mr. Phelan has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Phelan and any director or other executive officer of the Company.

Leadership Transition and Advisory Services Agreement

On February 2, 2026, the Company entered into a Leadership Transition and Advisory Services Agreement with Mr. Rubenstein, effective immediately (the “Transition Agreement”), amending the Executive Employment Agreement by and between the Company and Mr. Rubenstein dated July 15, 2020, and amended as of April 27, 2023, that provides for certain post-Transition Date agreements in connection with Mr. Rubenstein’s non-employee advisor engagement with the Company following the Transition Date. Pursuant to the terms of the Transition Agreement, Mr. Rubenstein will serve as an advisor to the Chief Executive Officer of the Company for a three-year period following the Transition Date (the "Advisory Term"), during which time Mr. Rubenstein will be an independent contractor to the Company. At each of the Company’s annual meetings to be held in 2026, 2027 and 2028, the Board has agreed to include Mr. Rubenstein in its slate of nominees for election as a director of the Board, subject to certain conditions specified in the Transition Agreement, including that Mr. Rubenstein owns at least 5% of the outstanding shares of the Company and retains such minimum Company ownership while serving as a director on the Board.

Under the Transition Agreement, Mr. Rubenstein is entitled to a grant of 78,930 restricted stock units (“RSUs”) when other senior executives receive their annual equity incentive grants in 2026. These RSUs vest over a two-year period in two annual installments, subject to his continued service as an employee, advisor or member of the Board. Mr. Rubenstein will remain eligible to receive an annual bonus for 2025, subject to Company performance and his individual performance (to be no less than his 2024 individual performance result). Also, the end of the performance period for his 2023 performance-based RSUs will be extended from April 27, 2026 to the Transition Date. In addition, on or about the Transition Date, the Company will grant Mr. Rubenstein 335,516 RSUs (the "Advisory RSUs") as consideration for his service as an advisor that will vest quarterly over a three-year period, subject to his continued service to the Company. During his service as an advisor or member of the Board on and following the Transition Date, his then outstanding equity incentive awards will continue to vest. Upon occurrence of a material breach by the Company of the Transition Agreement, the vesting of certain of Mr. Rubenstein’s equity incentive awards will be accelerated in accordance with the terms specified in the Transition Agreement. In addition, upon termination of Mr. Rubenstein's engagement as an advisor under the Transition Agreement prior to the end of the Advisory Term absent Advisor Cause (as defined in the Transition Agreement), the vesting of the Advisory RSUs will be accelerated.

The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is filed as Exhibit 10.1 attached hereto, and the terms of which are incorporated by reference herein.

Amended and Restated Executive Employment Agreement

On February 2, 2026, the Company entered into an amended and restated employment agreement with Mr. Phelan, effective as of February 2, 2026 (the “A&R Employment Agreement”). Pursuant to the terms of the A&R Employment Agreement, Mr. Phelan’s base salary will be at the annual rate of $554,443 until the Transition Date, after which it will be $805,906. His target bonus amount for 2026 will be $562,199, which is a pro-rated amount based on his positions before and after the Transition Date, and his target bonus amount for years thereafter will equal 100% of his annual base salary. The target value of his 2026 annual equity-based incentive grant will be $452,795 and following the Transition Date, he will be eligible for a one-time transition grant with a target value of $671,588. For calendar years after 2026, Mr. Phelan’s target annual equity-based grant value will be 200% of his annual base salary. Upon a qualifying termination of employment (which includes the Company’s non-renewal of the A&R Employment Agreement without cause at the end of any of its initial or successive one year terms), Mr. Phelan is entitled to severance equal to two times the sum of his annual base salary and target annual bonus as of the termination date. If such qualifying termination occurs within one year following a change in control, he is also entitled to a pro rata bonus for the year of termination and accelerated vesting of outstanding equity awards. Under the A&R Employment Agreement, Mr. Phelan is subject to non-competition and non-solicitation restrictions during his employment and for a period of two years thereafter.

The foregoing description of the A&R Employment Agreement is qualified in its entirety by reference to the full text of the A&R Employment Agreement, a copy of which is filed as Exhibit 10.2 attached hereto, and the terms of which are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>Number	Description
10.1	Leadership Transition and Advisory Services Agreement, dated February 2, 2026, by and between Accel Entertainment, Inc., and Andrew Rubenstein
10.2	Amended and Restated Employment Agreement, dated February 2, 2026, by and between Accel Entertainment, Inc., and Mark Phelan
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	ACCEL ENTERTAINMENT, INC.
Date: February 3, 2026	By:	/s/ Scott Levin
		Scott Levin
		Chief Legal Officer & Corporate Secretary

4

Document

LEADERSHIP TRANSITION AND ADVISORY

SERVICES AGREEMENT

This LEADERSHIP TRANSITION AND ADVISORY SERVICES AGREEMENT (“Agreement”), is entered into as of February 2, 2026 (the “Effective Date”), by Accel Entertainment, Inc., a Delaware corporation (the “Company”), and Andrew Rubenstein (“Rubenstein”), and amends that certain Executive Employment Agreement by and between the Company and Rubenstein dated July 15, 2020, and amended as of April 27, 2023 (the “Employment Agreement”) and provides for certain post-separation agreements in connection with Rubenstein’s non-employee service engagement with the Company.

WHEREAS, the Employment Agreement and Rubenstein’s employment with the Company shall terminate as set forth herein;

WHEREAS, reference is made to those certain grant notices issued to Rubenstein by the Company and associated award agreements between Rubenstein and the Company, in each case, pursuant to the Accel Entertainment, Inc. Long Term Incentive Plan, as amended from time to time (the “LTIP”), whereby the Company granted Rubenstein certain Restricted Stock Units (as such term is defined in the LTIP) (“RSUs”). Such grant notices and award agreements are set forth on Schedule 1 hereto and are collectively referred to herein as the “RSU Agreements” and each a “RSU Agreement” (which such defined term as used herein, for the avoidance of doubt, includes both (i) RSUs subject to vesting conditions based on both continued service requirements and the achievement of performance goals and (ii) RSUs subject to vesting conditions based solely on continued service requirements); and

WHEREAS, in order to facilitate an orderly transition associated with Rubenstein’s departure as Chief Executive Officer (“CEO”) of the Company, the parties hereto desire to amend the Employment Agreement and agree to certain post-separation terms (including with respect to the RSU Agreements and the Option Agreements (defined below)) as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Definitions. Capitalized terms used and not defined in this Agreement shall have the respective meanings assigned to them in the Employment Agreement.

2.Expiration of Employment Agreement. The term of the Employment Agreement (as amended hereby), and Rubenstein’s employment with the Company thereunder, shall end on August 7, 2026 (the “Leadership Transition Date”); provided that such term may earlier terminate upon a termination of Rubenstein’s employment as set forth in Section 4.1 of the Employment Agreement. As of the Leadership Transition Date, Rubenstein shall have no further employment relationship with the Company or any of its Affiliates, and Rubenstein agrees that such separation from employment shall effectuate Employee’s automatic resignation as an officer of the Company, as an officer or manager of any of the Company’s Affiliates (as applicable), and as a director of any of the Company’s Affiliates, in each case effective as of the Leadership Transition Date. Rubenstein agrees to execute any reasonable documents required to effectuate such resignations. For the avoidance of doubt, Rubenstein’s separation

from employment shall have no effect on, and shall not be considered a resignation from, his position as a director of the Company. The Company and Rubenstein acknowledge and agree that Rubenstein’s employment termination as of the Leadership Transition Date shall not constitute a Covered Termination and Rubenstein shall not be entitled to any of the payments or benefits set forth in Section 5.2 of the Employment Agreement. For the avoidance of doubt, Rubenstein shall be entitled to receive the Accrued Benefits as set forth in Section 5.1 of the Employment Agreement.

3.Board Matters.

(a)As of, or as soon as practicable following the Effective Date (and in any event within 10 days of the Effective Date), Rubenstein shall be appointed Chairman of the Board, to serve in such capacity for such period as determined by the Board in accordance with the applicable policies of the Board.

(b)At each of the Company’s annual meetings to be held in 2026, 2027 and 2028, the Company shall include Rubenstein in its slate of nominees for election as a director of the Board, and shall execute such documents and perform such further acts as may be reasonably required or necessary to include Rubenstein in its slate of nominees for election as a director of the Board (the “Nomination Obligation”); provided that, the Company’s Nomination Obligation shall be contingent on Rubenstein owning at least 5% of the outstanding shares of the Company and retaining such minimum Company ownership while serving as a director on the Board. Notwithstanding the foregoing, the Company shall have no such obligation in the event (i) of the commission of any action by Rubenstein that could cause Rubenstein or the Company to be in violation of the Illinois Video Gaming Act or rules established by the Illinois Gaming Board, or that could cause the revocation or loss of any other material gaming license in any State in which Accel operates or plans to operate, or (ii) the Company has earlier terminated the Advisory Term (defined below) for Advisor Cause (defined below).

4.Advisory Services.

(a)For the period beginning on the day immediately following the Leadership Transition Date and ending on the three-year anniversary of the Leadership Transition Date (such period, the “Anticipated Advisory Period”), Rubenstein shall provide such services as may be reasonably requested of Rubenstein from time to time by the Chief Executive Officer of the Company (the “Advisory Services”), which Advisory Services shall include reasonable assistance with transitioning Rubenstein’s former duties and knowledge as CEO to the individual who succeeds Rubenstein as CEO of the Company as well as those services listed on Schedule 2 to this Agreement. Notwithstanding the foregoing, either the Company or Rubenstein may terminate Rubenstein’s engagement to provide the Advisory Services hereunder prior to the end of the Anticipated Advisory Period at any time, for any reason, subject to the terms hereof. The term that Rubenstein is engaged to provide the Advisory Services hereunder is referred to as the “Advisory Term.” For the avoidance of doubt, the Advisory Services shall be in addition to, and not in lieu of, Rubenstein’s obligations pursuant to the Cooperation provision in Section 7.1 of the Employment Agreement.

(b) During the Advisory Term, Rubenstein shall be an independent contractor to the Company, and, as such, Rubenstein shall be free to provide services to other entities during the Advisory Term as long as (i) Rubenstein does not violate any of the terms of this Agreement, the terms of the Employment Agreement that survive its termination (including the covenants in Sections 6.2 - 6.4 of the Employment Agreement), any LTIP Agreement (defined below), or other obligations Rubenstein owes to the Company or its Affiliates and (ii) such services do not interfere or conflict with the Company’s or its

Affiliate’s gaming licenses, as determined in the sole discretion of the Board. Rubenstein agrees to attend such meetings (whether in-person or virtually) as may be reasonably required for proper communication of Rubenstein’s advice and consultation during the Advisory Term. To the extent the Company requires Rubenstein to travel in the performance of the Advisory Services, the Company shall reimburse Rubenstein for such reasonable travel expenses in accordance with the terms of any travel reimbursement policies as applicable to directors in performance of their director services. The method of performance, time of performance, place of performance, hours utilized in such performance, and other details of the manner of performance of Rubenstein’s Advisory Services shall be within the sole control of Rubenstein. In the performance of the Advisory Services, Rubenstein shall (i) comply with all applicable laws and (ii) be an independent contractor and shall not be deemed to be an employee or agent of the Company or any of its Affiliates or have any power to bind or commit the Company or any of its Affiliates. Rubenstein acknowledges and agrees that, in respect of his services during the Advisory Term, as a non-employee, Rubenstein shall not be eligible for, and hereby waives any rights to, any benefits or benefit plans sponsored by the Company or any of its Affiliates for the benefit of its or their employees (other than receipt of vested benefits accrued as of the Leadership Transition Date and any right to continued participation in the Company’s health insurance policies (at Rubenstein’s own cost) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985).

(c)Rubenstein acknowledges and agrees that the Advisory RSUs (defined below) shall be Rubenstein’s sole compensation for the Advisory Services, and Rubenstein shall not be entitled to any other payment or benefits with respect to the Advisory Services. Notwithstanding anything herein or in any other agreement between the Company and Rubenstein to the contrary, following the Leadership Transition Date, Rubenstein may retain and use the Company computer issued to Rubenstein during his period of employment (subject to the Company having a reasonable opportunity to “scrub” the foregoing for confidential information of the Company or its Affiliates following the termination of Rubenstein’s service as an advisor).

(d)During the Advisory Term, Rubenstein shall be bound by, and agrees to comply with, the Confidential and Proprietary Information and Work Product provisions set forth in Section 6.4 and Section 6.5 of the Employment Agreement, and any references in such to Rubenstein’s employment in such Sections shall be deemed to apply to Rubenstein’s engagement during the Advisory Term. Notwithstanding the foregoing, nothing in this Agreement (or in the Employment Agreement) shall prohibit or restrict Rubenstein from: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by, any governmental agency (including the Department of Justice, Department of Labor, Securities and Exchange Commission, any Inspector General and any other governmental agency, commission, or regulatory authority) regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to Rubenstein from any governmental agency or responding to a subpoena or court order; (iii) testifying, participating or otherwise assisting in any action or proceeding by any governmental agency relating to a possible violation of law; (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law; or (v) disclosing information if reasonably appropriate in connection with any legal process between Rubenstein or the Company or any of its affiliates. Nothing in this Agreement requires Rubenstein to obtain prior authorization before engaging in any conduct described in the preceding sentence, or to notify the Company that Rubenstein has engaged in any such conduct. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating a suspected

violation of law; (B) is made to the individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under seal

5.Long-Term Incentive Compensation.

(a)2026 LTIP Grant. The Company shall grant Rubenstein equity-based incentive compensation pursuant to the terms of Section 3.3 of the Employment Agreement; provided that such grant shall be for 78,930 Restricted Stock Units (the “2026 RSUs”) pursuant to the terms of the LTIP and an award agreement governing the 2026 RSUs, and provided further that the 2026 RSUs (i) shall be subject to a two-year service-based vesting period, which such definition of service shall include Rubenstein’s service as a director of the Board or engagement as an independent contractor providing the Advisory Services hereunder and (ii) shall vest in two equal installments on the first and second anniversary of the date of grant of the 2026 RSUs. The grant notice and corresponding award agreement with respect to the 2026 RSUs is referred to herein as the “2026 RSU Agreement.” The 2026 RSUs shall be granted at such time as the Company’s 2026 annual grants are made to similarly situated senior executives of the Company (but not later than March 31, 2026).

(b)Existing LTIP Agreements. With respect to each RSU Agreement listed on Schedule 1 hereto, as well as the 2026 RSU Agreement and the Advisory RSU Agreement (defined below) (collectively, the “LTIP Agreements”), as well as each outstanding stock option agreement in respect of shares of Company common stock granted to Rubenstein listed on Schedule 1 (collectively, the “Option Agreements”), for purposes of any vesting and/or exercise condition that requires Rubenstein’s continuous employment or engagement by the Company or its Affiliate, notwithstanding anything in any plan or award to the contrary, Rubenstein’s service as a director of the Board or engagement as an independent contractor providing the Advisory Services hereunder shall be deemed to be continuous employment or engagement by the Company or its Affiliate (the “Service Definition Benefit”). With respect to the RSU Agreement identified on Schedule 1 hereto as being granted on April 27, 2023, the “End Date” as used in such RSU Agreement shall not be April 27, 2026, but shall instead be the same date as the Leadership Transition Date. For the avoidance of doubt, for purposes of exercisability of any Company stock options pursuant to the Option Agreements listed on Schedule 1, Rubenstein shall not be deemed to have terminated employment or other engagement with the Company, until the latest of the Leadership Transition Date, the date of Rubenstein’s cessation of service as a director of the Board, and the date of termination of Rubenstein’s engagement as an independent contractor providing the Advisory Services hereunder or otherwise. In connection with any tax withholdings required in connection with the grant, vesting and/or settlement of any RSUs and/or the exercise of any stock options, Rubenstein may elect, in his sole discretion, to satisfy such tax withholding requirements in cash (and without automatic net-settlement, sell-to-cover or other cashless exercise / net share withholding).

(c)Advisory Services RSU. As consideration for the Advisory Services, on or as soon as practicable following the Leadership Transition Date (and in any event within 10 days of the Leadership Transition Date), the Company will grant Rubenstein 335,516 Restricted Stock Units (the “Advisory RSUs”) pursuant to the terms of the LTIP and an award agreement governing the Advisory RSUs. The Advisory RSUs shall vest based solely on continued service requirements on a quarterly basis pro rata over a three-year period, with the applicable definition of service for such vesting period to include Rubenstein’s service as a director of the Board or engagement as an independent contractor providing the Advisory Services hereunder. The grant notice and corresponding award agreement with respect to the Advisory RSUs is referred to herein as the “Advisory RSU Agreement."

(d)     Vesting.

(i)    With respect to any LTIP Agreement identified in the “Award Type” column as a “RSU” on Schedule 1 hereto and the 2026 RSU Agreement, in the event that, prior to the full vesting of RSUs granted under such LTIP Agreement, the Company materially breaches this Agreement, such unvested RSUs shall vest in full as of the date of such breach, provided that Rubenstein otherwise has satisfied the continuing service conditions through such date of breach (as determined in accordance with Section 5(b)). With respect to any LTIP Agreement identified in the “Award Type” column as a “PSU” on Schedule 1 hereto, in the event that, prior to the full vesting of RSUs granted under such LTIP Agreement, the Company materially breaches this Agreement, Rubenstein shall be treated as having experienced, as of the date of such breach, a “Qualifying Termination” or “Covered Termination” as such term is used in the applicable LTIP Agreement, provided that Rubenstein otherwise has satisfied the continuing service conditions through such date of breach (as determined in accordance with Section 5(b)). For the avoidance of doubt, for purposes of determining the Measurement Period (as such term is used in the applicable LTIP Agreement) in which the Qualifying Termination or Covered Termination, as applicable, occurred, the date of such Qualifying Termination or Covered Termination, as applicable, shall be the date of breach. Notwithstanding the foregoing, in order for the accelerated vesting and “Qualifying Termination” or “Covered Termination” definitions to apply, as applicable in this Section, Rubenstein must provide the Board written notice of the events giving rise to the alleged breach within thirty (30) days of the occurrence of such events, and the Company shall have a period of thirty (30) days in which to cure such breach. In the event Rubenstein fails to provide timely notice or the Company timely cures such breach, the accelerated vesting and “Qualifying Termination” or “Covered Termination” definitions shall not apply.

(ii)    In the event that, prior to the full vesting of any portion of the Advisory RSUs under the Advisory RSU Agreement, the Company terminates Rubenstein’s engagement to provide the Advisory Services prior to the end of the Anticipated Advisory Period absent Advisor Cause for termination, such unvested Advisory RSUs shall vest in full as of the date of such termination without Advisor Cause. For purposes of this Agreement “Advisor Cause” shall mean Rubenstein’s (A) material breach of this Agreement or any other material written agreement between Rubenstein and the Company or its Affiliate or material breach of any policy or code of conduct established by the Company, its Affiliate or the Board and applicable to and previously made available to Rubenstein; (B) commission of an act of gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement; (C) commission of, or conviction or indictment of, or plea of nolo contendere to, any felony (or state law equivalent) or any crime involving moral turpitude; (D) commission of any action that could cause Rubenstein or the Company to be in violation of the Illinois Video Gaming Act or rules established by the Illinois Gaming Board, or that could cause the revocation or loss of any other material gaming license in any State in which Accel operates or plans to operate; or (E) willful failure or refusal, other than due to Disability, to (1) perform Rubenstein’s obligations pursuant to this Agreement or (2) follow any lawful directive from the Board; provided, however, that if Rubenstein’s actions or omissions as set forth in clauses (A) or (E) are of such a nature that the Board determines they are curable by Rubenstein, such actions or omissions must remain uncured 30 days after the Board has provided Rubenstein written notice of the obligation to cure such actions or omissions. Poor performance shall not by itself be treated as a basis for Cause. No action or inaction shall be treated as willful unless done or not done in bad

faith and without a reasonable belief it was in the best interests of the Company or its affiliates. Cause shall not exist based upon Rubenstein following directions of the Board or the Chief Executive Officer or the advice of counsel to the Company.

(e) General Release Agreement. Rubenstein will not be eligible for the Service Definition Benefit or the grant of the Advisory RSUs set forth in this Section 5 unless, on or after the Leadership Transition Date, Rubenstein timely executes and delivers to the Company a general release of all claims that Rubenstein may have against the Company and its Affiliates or Persons affiliated with the Company and its Affiliates, in the form set forth in Exhibit A hereto (the “Release”), and such Release becomes effective on or before the 60th day following the Leadership Transition Date. In the event that Rubenstein does not timely execute and deliver such Release, or such Release does not become effective and irrevocable within such period, (i) the Company shall have no obligation to grant the Advisory RSUs and, to the extent the Advisory RSUs have been granted, Rubenstein shall immediately and automatically, as of the 60th day following the Leadership Transition Date, forfeit without consideration all such Advisory RSUs, vested or unvested, and (ii) the Service Definition Benefit shall not be applicable.

6.Annual Bonus. The Company shall pay Rubenstein an Annual Bonus in respect of calendar year 2025 pursuant to the terms of Section 5.1 of the Employment Agreement; provided that (x) with respect to the individual performance target percentage, the percentage applied shall not be less than the Rubenstein’s individual performance target percentage applied with respect to his 2024 Annual Bonus, and (y) with respect to the financial performance target percentage, the percentage applied shall be determined in accordance with the Company’s achievement of applicable financial targets. Rubenstein shall not be entitled to receive an Annual Bonus in respect of calendar year 2026.

7.Termination Prior to Leadership Transition Date. Notwithstanding anything to the contrary in this Agreement, in the event Rubenstein’s employment with the Company terminates prior to the Leadership Transition Date for any reason, this Agreement shall become null and void as of such actual employment termination date and Rubenstein shall have no right to any benefits set forth hereunder (and the terms and conditions of the Employment Agreement shall apply instead). For the avoidance of doubt, in no event shall Rubenstein be entitled to both (x) the benefits set forth in Section 5.2 of the Employment Agreement and (y) the Service Definition Benefit and the Advisory RSUs.

8.Limited Effect. Except as expressly provided in this Agreement (including the confirmation that Rubenstein’s separation from employment as of the Leadership Transition Date is not a Covered Termination), all of the terms and provisions of the Employment Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the parties hereto. Without limiting the generality of the foregoing, the Agreements contained herein will not be construed as an Agreement to or waiver of any other provision of the Employment Agreement or as a waiver of or consent to any further or future action on the part of either party hereto that would require the waiver or consent of the other party hereto. On and after the Effective Date, each reference in the Employment Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Employment Agreement as amended by this Agreement.

9.Notices. All notices, requests, demands, claims and other communications permitted or required to be given hereunder must be in writing and shall be deemed duly given and received (a) if personally delivered, when so delivered, (b) if mailed, three business days following the date deposited in

the U.S. mail, certified or registered mail, return receipt requested, (c) if sent by e-mail or other form of electronic communication, once transmitted and the confirmation is received, or (d) if sent through an overnight delivery service in circumstances to which such service guarantees next day delivery, the day following being so sent:

If to Rubenstein, addressed to his last known address on file with the Company;

If to the Company, addressed to:

Accel Entertainment, Inc.

140 Tower Drive

Burr Ridge, IL 60527

Attn: Chief Legal Officer

Email: scott.levin@accelentertainment.com

10.Miscellaneous.

(a)This Agreement is governed by and construed in accordance with the laws of the State of Illinois, without regard to the conflict of laws provisions of such State.

(b)This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and each of their respective permitted successors and permitted assigns.

(c)The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

(d)This Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.

(e)This Agreement, the Employment Agreement (as amended by this Agreement), and the LTIP Agreements constitute the sole and entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. For the avoidance of doubt, Sections 5.5, 6.2-6.5, 7.1, 8.1, and 8.2 of the Employment Agreement shall continue to apply and survive the Leadership Transition Date. Further for the avoidance of doubt, with respect to the post-termination non-competition and non-solicitation restrictions in Sections 6.2 and 6.3, such post-termination restrictions shall commence as of the Leadership Transition Date.

(f)Unless otherwise prohibited by law or specified below, all disputes, claims and causes of action, in law or equity, arising from or relating to this Agreement or its enforcement, performance, breach, or interpretation will be resolved solely and exclusively by final and binding arbitration in Cook County, Illinois through Judicial Arbitration and Mediation Services/Endispute (“JAMS”) before a single neutral arbitrator, in accordance with the JAMS employment arbitration rules then in effect. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS. The JAMS rules may be found and reviewed at https://www.jamsadr.com/

rules-employment-arbitration. The arbitrator will issue a written decision that contains the essential findings and conclusions on which the decision is based.

(g)The Company makes no representations or warranties to Rubenstein with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder (“Section 409A of the Code”), and no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A of the Code from Rubenstein or any other individual to Company or any of its affiliates. Rubenstein, by executing this Agreement, shall be deemed to have waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences. However, the parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Section 409A of the Code to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4) or otherwise. To the extent Section 409A of the Code is applicable to this Agreement (and such payments and benefits), the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any provision of this Agreement to the contrary, with respect to any payments and benefits under this Agreement to which Section 409A of the Code applies, all references in this Agreement to the end of Rubenstein’s employment are intended to mean Rubenstein’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i). In addition, if Rubenstein is a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i), at the time of Rubenstein’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i), then to the extent necessary to avoid subjecting Rubenstein to the imposition of any additional tax under Section 409A of the Code, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Rubenstein’s “separation from service,” shall not be paid to Rubenstein during such period, but shall instead be accumulated and paid to Rubenstein (or, in the event of Rubenstein’s death, Rubenstein’s estate) in a lump sum on the first business day following the date that is six months after Rubenstein’s separation from service. Moreover, the parties intend that this Agreement be deemed to be amended to the extent necessary to comply with the requirements of Section 409A of the Code and to avoid or mitigate the imposition of additional taxes under Section 409A of the Code, while preserving to the maximum extent possible the essential economics of Rubenstein’s rights under the Agreement.

Signature Page Follows

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

ACCEL ENTERTAINMENT, INC.

By:         /s/ Scott Levin

Name:     Scott Levin

Title:     Chief Legal Officer and Corporate Secretary

ACCEPTED AND AGREED:

/s/ Andrew Rubenstein

Andrew Rubenstein

[Signature Page to Leadership Transition and Advisory Service Agreement]

Exhibit A

GENERAL RELEASE AGREEMENT

This General Release Agreement (this “Release”) is entered into between Andrew Rubenstein (“Executive”) and Accel Entertainment, Inc. (the “Company”) (collectively, the “parties”).

WHEREAS, Executive and the Company are parties to that certain Executive Employment Agreement dated as of July 15, 2020, as amended by that certain Amendment No. 1 to Executed Employment Agreement dated as of April 27, 2023 and Leadership Transition and Advisory Services Agreement dated as of February 2, 2026 (the “Employment Agreement”);

WHEREAS, capitalized terms used and not defined in this Release shall have the respective meanings assigned to them in the Employment Agreement;

WHEREAS, Executive’s employment with the Company terminated as of the Separation Date (defined below);

WHEREAS, as of the Separation Date, Executive is serving as Chairman of the Board of Directors of the Company (the “Board”) and shall continue service on the Board for such period as determined by the Board in accordance with the applicable policies of the Board;

WHEREAS, following the Separation Date, Executive shall provide advisory services to the Company as set forth in the Leadership Transition and Advisory Services Agreement, dated as of February 2, 2026 (the “LTA”); and,

WHEREAS, the Company has agreed to provide Executive the benefits set forth in the LTA, subject to Executive’s timely entry into and return (and non-revocation) of this Release and Executive’s compliance with the terms hereof.

NOW THEREFORE, in consideration for the mutual promises and undertakings of the parties as set forth below, Executive and the Company hereby enter into this Release.

1.Employment Separation. The parties acknowledge and agree that Executive’s employment with the Company terminated on [____], 2026 (the “Separation Date”), pursuant to Section 2 of the LTA. As of the Separation Date, Executive (i) has been appointed Chairman of the Board of Directors of the Company and has been engaged as an advisor to the Company pursuant to the LTA and (ii) has no further employment relationship with the Company or any other Released Party, and, except for his position as a director on the Board and advisor to the Company pursuant to the LTA, has resigned from and no longer holds any offices, director positions or other positions with the Company or any other Released Party.

2.Acknowledgment of Payment of Wages. By Executive’s signature below, Executive acknowledges that the Company has paid to Executive all wages, salary, compensation, benefits, accrued vacation (if applicable), reimbursable expenses previously submitted by Executive in accordance with applicable Company policy, and any similar payments due Executive from the Company as of the Separation Date. By signing below, Executive acknowledges that the Company does not owe Executive any other amounts arising out of or otherwise in connection with his employment with the Company or

any Released Party (excluding, for the avoidance of doubt, the release consideration described in Section 3 below). Executive agrees to promptly (and by no later than 30 days following the Separation Date) submit for reimbursement, and otherwise in accordance with the Company’s reimbursement policies, all final outstanding expenses, if any.

3.Release Consideration. In exchange for Executive’s timely execution (and non-revocation) of this Release and Executive’s other promises herein, the Company agrees to provide Executive with the benefits as set forth in Section 5 of the LTA, including (i) the Service Definition Benefit and (ii) the Advisory RSUs. By signing below, Executive acknowledges that Executive is receiving the release consideration described in this Section 3 in exchange for waiving Executive’s rights to claims referred to in this Release and Executive would not otherwise be entitled to the consideration.

4.Return of Company Property. Executive hereby warrants to the Company that Executive has returned (without retaining copies thereof) to the Company all property or data of the Company or any Released Party of any type whatsoever that has been in Executive’s possession, custody or control (other than de minimis items not containing the confidential information of the Company of its Affiliates), with the exception of any property or data Executive is authorized to retain in connection with his Board director position or as advisor to the Company and/or pursuant to the LTA. Notwithstanding anything to the contrary set forth herein or the Employment Agreement or LTA, the Company hereby acknowledges and agrees that Executive may retain and use his Company-issued computer as his own (subject to the Company having a reasonable opportunity to “scrub” the foregoing for confidential information belonging to the Company or its Affiliates), and Executive may retain, as his own property, copies of any personnel documents, personal to him, previously provided to him by the Company, such as payroll and tax records, as well as his personal rolodex and address book.

5.Surviving Obligations. Executive hereby acknowledges that he continues to be bound by (i) those provisions of the Employment Agreement that survive the termination of Executive’s employment, including Sections 6.2 (Conflict of Interests; Non-Competition), 6.3 (Non-Solicitation), 6.4 (Confidential and Proprietary Information), 6.5 (Work Product) and 7.1 (Cooperation) of the Employment Agreement in accordance with their terms which survive, and (ii) Section 4 of the LTA (collectively the “Surviving Obligations”). For the avoidance of doubt, Sections 5.5, 6.2-6.5, 7.1, 8.1, and 8.2 of the Employment Agreement shall continue to apply. The parties hereby acknowledge that (i) the LTA and (ii) the LTIP Agreements (as amended by the LTA and this Release, as applicable) remain in full force and effect.

6.      General Release and Waiver of Claims.
   

a.The benefits and promises set forth in this Release are in full satisfaction of all accrued compensation and benefits to which Executive may be entitled by virtue of Executive’s employment with the Company or Executive’s separation from the Company, including pursuant to the Employment Agreement (including those set forth in Article V of the Employment Agreement prior to its amendment by the LTA). To the fullest extent permitted by law, Executive, individually and on behalf of his heirs, agents, assigns and representatives, intending to make a full, complete, and general release, unconditionally and irrevocably releases and forever discharges the following persons and entities (collectively, the “Released Parties”): (i) the Company, (ii) the Company’s present and former officers, directors, shareholders, members, managers, employees, agents, representatives, attorneys, and assigns, in each case, in their official capacities with respect to the Company, (iii) the Company’s present and former

parent companies, subsidiaries, successors, affiliated and related entities (collectively, the “Affiliates”), and (iv) all of the Affiliates’ respective present and former officers, directors, shareholders, members, managers, employees, agents, representatives, attorneys, and assigns, in each case, in their official capacities with respect to the Affiliates, from any liability for any and all claims, causes of action, demands, debts, damages, costs, attorneys’ fees, or liabilities of any nature whatsoever, in law or in equity, whether now known or hereafter discovered (collectively, “Released Claims”), that have arisen, or may arise, out of events that have occurred from the beginning of time through the date Executive signs this Release, including, but not limited to, Released Claims relating to or arising from Executive’s employment with the Company and the Affiliates and all contracts or agreements that Executive may have entered into with the Company and the Affiliates, including, but not limited to, the Employment Agreement.

b.The Released Claims include all claims arising out of Executive’s employment with the Company and the Affiliates, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act of 1974 (“ERISA”), the Americans with Disabilities Act, the Americans with Disabilities Act Amendments Act of 2008, the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act), the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, as amended, the Occupational Safety and Health Act, the Sarbanes-Oxley Act of 2002 and the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010, the Fair Labor Standards Act, the Illinois Minimum Wage Law, the Illinois Wage Payment and Collection Act, the Illinois Human Rights Law and all other wage, labor, and civil rights laws of the State of Illinois (each, to the extent permitted by law), and all other federal, state, and local constitutions, statutes, ordinances, and regulations, and including, but not limited to, claims for wrongful or retaliatory discharge (whether arising by statute or common law), retaliation, breach of contract (including under the Employment Agreement), breach of covenant of good faith and fair dealing, interference with contract or economic advantage, defamation, negligence, and any other contract or tort claims, and any claims for compensation, benefits, or damages of any kind not expressly set forth in this Release that could be filed with any court or governmental administrative body or tribunal having jurisdiction over such matters, and this Release resolves and subsumes any and all Released Claims based upon any conduct by the Released Parties. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES. Executive represents and warrants that as of the date Executive signs this Release, he knows of no right to which he is entitled under the Fair Labor Standards Act or the Illinois Minimum Wage Law.

c.Executive hereby acknowledges that Executive is aware of the principle that a general release does not extend to claims that the releasor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. With knowledge of this principle, Executive hereby agrees to expressly waive any rights he may have to that effect.

d.In no event shall the Released Claims include (i) any claim to vested benefits under an employee benefit plan that is subject to ERISA and that cannot be released pursuant to ERISA; (ii) any claim based on facts that first occur after the date that Executive executes this Release; (iii) any right to

indemnification under Section 8.1 of the Employment Agreement, the LTA, that certain Indemnity Agreement dated as of November 20, 2019 between the Company and Executive (the “Indemnity Agreement”), or the Company’s directors & officers insurance policy applicable to Executive; (iv) any right under or any claim to enforce Executive’s rights under this Release (including rights to the benefits set forth in the Section 5 of the LTA); or (vi) any Released Claims that cannot be waived as a matter of law, including claims for unemployment compensation benefits or workers’ compensation insurance benefits; provided, however, Executive acknowledges that the Company and any other Released Party may provide truthful information in response to any application for such benefits.

e.To the fullest extent permitted by law, any dispute regarding the scope of this general release (as well as any other dispute under this Release) will be determined by an arbitrator under the procedures set forth in Section 8.8 (Dispute Resolution; Arbitration) of the Employment Agreement. THE PARTIES ARE KNOWINGLY AND VOLUNTARILY WAIVING THEIR RIGHTS TO TRIAL BY JURY IN ANY CLAIM ARISING OUT OF OR RELATING OT THIS RELEASE.

7.Protected Rights. Executive understands that nothing in this Release limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local government agency or commission (“Government Agencies”); however, Executive understands and agrees that, to the extent permitted by law, Executive is waiving any and all rights to recover any monetary or personal relief from any of the Released Parties as a result of any Government Agency proceeding or subsequent legal actions. Nothing herein waives Executive’s right to receive an award for information provided to a Government Agency (including, for the avoidance of doubt, any monetary award or bounty from any governmental agency or regulatory or law enforcement authority in connection with any protected “whistleblower” activity) and nothing herein or in any other agreement between Executive and any Released Party shall prohibit or restrict Executive from: (i) initiating communications directly with, cooperating with, providing information or making statements to, causing information to be provided to, or otherwise assisting in an investigation by, any Government Agency; (ii) responding to any inquiry or legal process directed to Executive from any Government Agency; (iii) testifying, participating or otherwise assisting in any action or proceeding by any Government Agency; or (iv) making any disclosures that are protected under the whistleblower provisions of any applicable law. Nothing in this Release requires Executive to obtain prior authorization before engaging in any conduct described in this Section 7 or to notify any Released Party that Executive has engaged in any such conduct.

8.Non-disparagement. Executive agrees that Executive will not, directly or indirectly, make any defamatory or disparaging remarks regarding the Company or any Released Party or any of their products or services, whether verbally or in writing, including, but not limited to, on any media outlet (including social media), website or blog; provided, however, nothing in this Section 8 shall restrict or impede Executive from making any of the statements or disclosures, or engaging in any of the activities, permitted under Section 7 above or from providing truthful information in response to a subpoena or other legal process. The Company agrees that, within five (5) days of the Effective Date, it shall instruct those individuals who are officers or directors of the Company, in each case, as of the Separation Date, to not make any defamatory or disparaging remarks regarding Executive, whether verbally or in writing, including, but not limited to, on any media outlet (including social media), website or blog; provided, however, the instruction may provide that it does not restrict or impede such individuals from making

statements or disclosures that are required by subpoena or other legal process or from making truthful statements as reasonably required in the ordinary course of business.

9.Acknowledgements; Advice to Consult with Lawyer. This is an important legal document. The Company hereby advises Executive to consult with a lawyer before signing this Release. By executing and delivering this Release, Executive acknowledges and agrees that:

a.Executive has carefully read this Release;

b.Executive has had sufficient time (and at least twenty-one (21) days) to consider this Release before the execution and delivery hereof to the Company. In order to accept this Release, Executive must deliver his executed Release to the Company care of Scott Levin at scott.levin@accelentertainment.com not later than the twenty-second (22nd) day after the Company provided an execution version of this Release to Executive;

c.Executive has been advised by the Company in writing to discuss this Release with an attorney before signing this Release, and Executive has had adequate opportunity to do so prior to executing and delivering this Release;

d.Executive has seven (7) days after signing this Release to revoke it (such seven-day period is referred to as the “Release Revocation Period”). This Release will not become effective or enforceable until the Release Revocation Period has expired without Executive exercising Executive’s revocation right. Any notice of revocation of the Release is effective only if such revocation is in writing and received by the Company care of Scott Levin at scott.levin@accelentertainment.com, on or before the expiration of the Release Revocation Period. Executive understands that if Executive revokes his acceptance of this Release pursuant to this Section 9(d), this Release will be of no force or effect, and Executive will not be entitled to receive the benefits set forth in Section 3 above; provided, however, that the termination of Executive’s employment shall still be effective as of the Separation Date;

e.Executive fully understands the final and binding effect of this Release; the only promises made to Executive to sign this Release are those stated within the four corners of this Release and in entering this Release, Executive has not relied on any representation or statement, written or oral, of any Released Party or Released Party’s agent that is not set forth in this Release; Executive is signing this Release knowingly, voluntarily, and of Executive’s own free will; Executive relies on Executive’s own judgment in entering into this Release; and Executive understands and agrees to each of the terms and conditions of this Release; and

f.No Released Party has provided any tax or legal advice regarding this Release and Executive has had an adequate opportunity to receive sufficient tax and legal advice from advisors of Executive’s own choosing such that Executive enters into this Release with full understanding of the tax and legal implications thereof.

10.Effective Date. This Release is effective on the eighth (8th) day after Executive signs it, provided Executive has not revoked it as of that time (the “Effective Date”).

11.No Waiver. No failure by any party at any time to give notice of any breach by another party of, or to require compliance with, any condition or provision of this Release shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

12.Third Party Beneficiaries. This Release shall inure to the benefit of the Company, its Affiliates, and their permitted successors and assigns, and each Released Party that is not a signatory hereto is a third-party beneficiary of Executive’s release of claims, covenants, and representations hereunder and shall be entitled to rely on and enforce such release, covenants and representations as if a party hereto.

13.Severability and Modification. To the extent permitted by applicable law, the parties agree that any term or provision of this Release (or part thereof) that renders such term or provision (or part thereof) or any other term or provision (or part thereof) of this Release invalid or unenforceable in any respect shall be severable and shall be modified or severed to the extent necessary to avoid rendering such term or provision (or part thereof) invalid or unenforceable, and such severance or modification shall be accomplished in the manner that most nearly preserves the benefit of the parties’ bargain hereunder.

14.Headings; Interpretation. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. All references to Executive’s “employment” with the Company shall be construed as meaning “employed by or providing services to one or more Released Parties, including in Executive’s capacity as an Executive of the Company.” Neither this Release nor any uncertainty or ambiguity herein shall be construed or resolved against any party, whether under any rule of construction or otherwise. On the contrary, this Release has been reviewed by each of the parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties.

15.Entire Agreement; Amendment. The parties acknowledge and agree that (i) this Release, (ii) the LTA, and (iii) with respect to: (x) the Surviving Obligations, the Employment Agreement, (y) the LTIP Agreements and Option Agreements, the LTIP, the LTIP Agreements, and the Option Agreements and any other award documents or agreements applicable to the foregoing, and (z) indemnity, the Indemnity Agreement, and the Company’s directors & officers insurance policy applicable to Executive, constitute the entire agreement between the parties with respect to the matters herein; provided, however, this Release shall complement and be in addition to (and not supersede or replace) any and all obligations Executive has to the Released Parties with respect to non-disclosure, confidentiality, and return of property, and Executive shall not be in breach of any such obligations as a result of any conduct expressly permitted herein. Subject to Section 13, this Release may not be changed orally but only by an agreement in writing agreed to and signed by the parties.

16.Counterparts. This Release may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together will constitute one and the same agreement.

17.Governing Law. This Release is governed by and construed in accordance with the laws of the State of Illinois, without regard to the conflict of laws provisions of such State.

18.Section 409A. The intent of the parties is that this Release and the payments and benefits under this Release are either exempt from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986 and the United States Treasury regulations and interpretive guidance issued thereunder (collectively, “Section 409A”), and this Release shall be construed and administered in accordance with such intent. In the event the parties in good faith determine that this Agreement or any payments referenced herein are not in compliance with Section 409A, the parties shall in good faith modify this Agreement (or any other agreements) to comply with Section 409A while endeavoring to maintain to the maximum extent possible the intended economic benefits. Notwithstanding the foregoing, the Company makes no representations that the payments or benefits provided under this Release comply with or are exempt from the requirements of Section 409A and in no event shall the Company or any other Released Party be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

(Signature Page Follows)

In Witness Whereof, the parties have executed this Release as of the date written below.

Dated:
	Accel Entertainment, Inc.<br><br>Name:<br><br>Title:
Dated:
	Andrew H. Rubenstein

[Exhibit A to Leadership Transition and Advisory Services Agreement]

Schedule 1

RSU Agreements

Award Type*	Date of Grant	Total Number of Units Granted
PSU	3/10/2025	88,034
RSU	3/10/2025	88,034
PSU	3/15/2024	80,505
RSU	3/15/2024	80,505
PSU	4/27/2023	520,247

* “PSU” refers to a Restricted Stock Unit that is subject to both time-based and performance-based vesting requirements. “RSU” refers to a Restricted Stock Unit that is subject only to time-based vesting requirements.

Option Agreements

Award Type	Date of Grant	Total Number of Options Granted	Total Number of Options Outstanding as of Effective Date
Incentive Stock Option / Annual	3/14/2022	9,578	9,578
Non-Qualified Stock Option / Annual	3/15/2022	101,745	101,745
Incentive Stock Option / Annual	3/16/2021	30,865	30,865
Non-Qualified Stock Option / Annual	3/16/2021	58,955	58,955
Non-Qualified Stock Option / Annual	7/13/2020	104,000	52,000
Non-Qualified Stock Option / TPGTRANS	2/27/2020	165,000	165,000

[Schedule 1 to Leadership Transition and Advisory Service Agreement]

Schedule 2

Consulting Services

•Services related to the Company’s evaluation of the potential to bring a distributed gaming and local entertainment model to the city of Chicago via the introduction of Video Gaming Terminals in licensed locations and the implementation of the same.

•Such consulting and advisory services with respect to the Company’s business, operations and market opportunities as the Company may reasonably request from time to time.

[Schedule 2 to Leadership Transition and Advisory Service Agreement]

21

Document

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into and effective as of February 2, 2026 (the “Effective Date”), by Accel Entertainment, Inc., a Delaware corporation (the “Company”), and Mark Phelan (“Executive”), and amends and restates that certain Executive Employment Agreement entered into by and between the Company and Executive dated as of March 15, 2021, and amended as of February 24, 2023 and October 6, 2023 (the “Prior Agreement”).

WHEREAS, the Company and Executive desire to amend and restate the Prior Agreement in its entirety to, among other things, modify Executive’s position and term, as well as certain compensation and benefits;

WHEREAS, the Company desires to continue to employ Executive and Executive desires to continue to be employed by the Company, on the terms and subject to the conditions set forth herein

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

ARTICLE I

CERTAIN DEFINITIONS

1.1     “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.

1.2    “Board” means the Board of Directors of the Company.

1.3     “Cause” means: (a) Executive’s material breach of this Agreement or any other written agreement between Executive and the Company or an Affiliate or Executive’s breach of any policy or code of conduct established by the Company or an Affiliate and applicable to Executive; (b) commission of an act of gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement on the part of Executive; (c) commission by Executive of, or conviction or indictment of Executive for, or plea of guilty or nolo contendere by Executive to, any felony (or state law equivalent) or any crime involving moral turpitude; (d) commission of any action that could cause Executive or the Company to be in violation of the Illinois Video Gaming Act or rules established by the Illinois Gaming Board, or that could cause the revocation or loss of any other material gaming license in any State in which the Company operates or plans to operate; or (e) Executive’s willful failure or refusal, other than due to Disability, to perform Executive’s obligations pursuant to this Agreement or any other written agreement with the Company or an Affiliate, as applicable, or to follow any lawful directive from the

Company or any Affiliate, as determined by the Company; provided, however, that if Executive’s actions or omissions as set forth in clause (e) are of such a nature that the Company reasonably determines they are curable by Executive, such actions or omissions must remain uncured 30 days after the Company has provided Executive written notice of the obligation to cure such actions or omissions.

1.4     “Change in Control” means a “Change in Control” as such term is defined in the Company’s Long Term Incentive Plan, as may be amended from time to time (the “LTIP”); provided that the transaction (including any series of transactions) also qualifies as a change in control under U.S. Treasury Regulation 1.409A-3(i)(5).

1.5    “Change in Control Covered Termination” means a Covered Termination that occurs within the Change in Control Period.

1.6    “Change in Control Period” means the period (a) commencing on the date of the consummation of a Change in Control (the “Closing”) and (b) ending on the one-year anniversary of such Closing.

1.7    “COBRA” means the Consolidated Omnibus Reconciliation Act of 1985, as amended.

1.8    “Code” means the Internal Revenue Code of 1986, as amended.

1.9    “Covered Termination” means (a) the termination of Executive’s employment by the Company without Cause, or (b) Executive’s termination of employment with the Company for Good Reason. A Covered Termination will not include a termination of Executive’s employment by reason of Executive’s death or Disability, the termination of Executive’s employment for Cause or Executive’s termination of his employment without Good Reason. A termination of Executive’s employment upon the expiration of the term of this Agreement following the Company providing advance written notice to not renew the term of this Agreement in accordance with Section 2.3 shall be deemed to be a Covered Termination; provided that there does not exist grounds to terminate Executive’s employment for Cause at the time of such employment termination.

1.10    “Disability” means a physical or mental sickness or any injury which renders Executive incapable of performing the services required of him as an Executive of the Company and which has continued or is expected to continue for more than six months during any 12-month period. In the event Executive shall be able to perform his usual and customary duties on behalf of the Company following a period of disability, and does so perform such duties or such other duties as are prescribed by the Board for a period of three continuous months, any subsequent period of disability shall be regarded as a new period of disability for purposes of this Agreement. The Company and Executive shall determine the existence of a Disability and the date upon which it occurred. In the event of a dispute regarding whether or when a Disability occurred, the matter shall be referred to a medical doctor selected by the Company and Executive. In the event of their failure to agree upon such a medical doctor, the Company and Executive shall each select a medical doctor who together shall select a third medical doctor who shall make the determination. Such determination shall be conclusive and binding upon the parties hereto.

1.11    “Good Reason” means Executive’s resignation within 90 days after any of the following events, unless Executive consents in writing to the applicable event: (a) a material decrease in Executive’s base salary, other than a reduction in annual base salary of less than 10% that is implemented in connection with a contemporaneous reduction in annual base salaries affecting other senior executives of the Company; (b) a material decrease in (i) Executive’s then-current title or position, or (ii) authority or areas of responsibility as are commensurate with Executive’s then-current title or position; (c) a

relocation of Executive’s principal work location to a location more than 50 miles from Executive’s then-current principal location of employment; or (d) a material breach by the Company or any Affiliate of this Agreement or any material agreement between Executive and the Company or any Affiliate. Notwithstanding the foregoing, any assertion by Executive of a termination for Good Reason will not be effective unless and until Executive has: (A) provided the Company or any Affiliate, within 60 days of Executive’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with specificity the applicable facts and circumstances underlying such Good Reason event; and (B) provided the Company or any Affiliate with an opportunity to cure the same within 30 days after the receipt of such notice.

1.12    “Person” shall mean any individual, natural person, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), incorporated or unincorporated association, governmental authority, firm, society or other enterprise, organization or other entity of any nature.

ARTICLE II

EMPLOYMENT BY THE COMPANY

2.1    Position and Duties.

(a) Subject to the terms set forth herein, as of the Effective Date, Executive will be employed as the Company’s President, US Gaming and Chief Operating Officer (“COO”) and will report to the Company’s Chief Executive Officer (“CEO”), Mr. Andrew Rubenstein. Further subject to the terms set forth herein, as of the day after Mr. Rubenstein’s term as CEO ends, which, as of the Effective Date is anticipated to be not later than August 7, 2026, Executive’s position shall change from President, US Gaming and COO to President and CEO. The date that Executive’s position changes to President and CEO is referred to herein as the “CEO Promotion Date.”

(b) During such period that Executive is President, US Gaming and COO, Executive will perform such services as are consistent with such position and such other duties as reasonably are assigned to Executive by the Company’s CEO or the Board. During such period that Executive is President and CEO, Executive will perform such services as are consistent with such position and such other duties as reasonably are assigned to Executive by the Board. During the term of Executive’s employment with the Company, Executive will devote Executive’s best efforts and substantially all of Executive’s business time and attention to the business of the Company. In the positions of both President, US Gaming and COO and President and CEO, Executive will be based out of the Company’s Burr Ridge, Illinois office, and Executive must be present in the office as required by Company policy as in effect from time to time as well as maintain an office and travel schedule as is reasonably expected by the Board for an individual serving as the Company’s CEO.

2.2    Employment Policies. Executive’s employment relationship with the Company will also be governed by the general employment policies and practices of the Company, including those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement will control.

2.3    Term. The term of Executive’s employment hereunder shall commence as of the Effective Date and shall end on the one year anniversary of the Effective Date; provided that (i) such term shall automatically renew for successive one-year periods on the one year anniversary of the Effective Date and on the last day of each successive one-year period unless either party provides advance written notice to the other no less than 90 days prior to the commencement of a succeeding one-year period, in which case such term shall terminate on the day immediately prior to the commencement of such successive one-year period, and (ii) such term shall earlier terminate upon a termination of Executive’s employment as set forth in Section 4.1. Executive acknowledges and agrees that there is no assurance that this Agreement will be renewed or extended as described in the immediately preceding sentence, and neither Executive nor the Company has any obligation to renew or extend this Agreement or any right to require any such renewal or extension, and, subject to Section 1.9, a failure to renew or extend this Agreement shall not entitle Executive or the Company to any additional compensation, and shall not be deemed a basis for a Covered Termination.

ARTICLE III

COMPENSATION

3.1    Base Salary. As of the Effective Date, and until the CEO Promotion Date, Executive will receive for services to be rendered hereunder an annual base salary of $554,443, payable in accordance with the Company’s standard payroll practices. As of the CEO Promotion Date, Executive will receive for services to be rendered hereunder an annual base salary of $805,906, payable in accordance with the Company’s standard payroll practices. Executive’s base salary will be subject to review from time to time in the sole discretion of the Board or the compensation committee thereof (the “Compensation Committee”).

3.2    Annual Bonus. For calendar year 2026, Employee will be eligible to receive an annual performance bonus (the “Annual Bonus”) with a target amount of $562,199. For calendar years after 2026 during Employee’s term of employment hereunder, if any, Employee will be eligible to receive an Annual Bonus with a target amount of 100% of Employee’s annual base salary. Annual Bonus payments will be determined in the discretion of the Board or the Compensation Committee and will be subject to achievement of any applicable performance milestones or other terms and conditions determined by the Board or the Compensation Committee. The Annual Bonus, if any, will be payable as soon as practicable following, and no later than March 15 following, the end of the calendar year to which the bonus relates, subject to Executive’s continued employment through the payment date.

3.3    Long-Term Incentive Compensation. Executive will be eligible to receive grants of equity-based incentive compensation awards on an annual basis (the “Annual Grant”). For calendar year 2026, the target grant date value of the Annual Grant shall be $452,795 (the “2026 Annual Grant”). In addition to the 2026 Annual Grant, following the CEO Promotion Date, Executive shall be eligible to receive a one-time transition grant with a target grant date value of $671,588. For calendar years after 2026 during Employee’s term of employment hereunder, if any, the target grant date value of the Annual Grant shall be 200% of Executive’s annual base salary. Each Annual Grant will be made on the Company’s typical cycle for senior executives and on the same basis as grants made to other senior executives. The Company expects that these grants will be time-based Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) that vest over three years subject to the Company achieving its Board-approved financial targets and Executive’s continuous employment with the Company after satisfying the applicable conditions. The value of the RSUs and PSUs will be the closing price of the Company’s stock on the date they are approved and granted by the Compensation Committee. Such

grants, if any, will be made in the sole discretion of the Board or the Compensation Committee and may be subject to revised time- and/or performance-based vesting criteria, in their sole discretion, and shall be subject to the terms and conditions of the LTIP and the applicable grant and award agreements.

3.4    Company Benefits. Executive will be eligible to participate in the employee benefit plans offered by the Company to its employees, such as, to the extent such plans are maintained by the Company: participation in the Company 401(k) program, Company contributions to group health insurance, Company paid life insurance, Company paid short-term disability insurance, and Employee Assistance Program (EAP) as well as voluntary contributions to Company sponsored dental, vision, supplemental life insurance, accident and critical care insurance plans and other arrangements established by the Company (“Employee Benefit Plans”), including a Company phone to use in the furtherance of Executive’s duties to the Company, each in accordance with the terms and conditions of such plans as in effect from time to time. Executive will be eligible to accrue up to twenty-five (25) days of paid time off (“PTO”) per calendar year, at a rate of 0.9615 days per pay period. PTO may be used no more than one week at a time unless otherwise approved by the Board, and no more than sixty (60) hours of PTO may rollover from any calendar year to the next. Notwithstanding the foregoing, the Company shall have the right to amend or terminate any Employee Benefit Plan at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable laws.

3.5    Expenses. The Company will reimburse Executive for all reasonable and necessary expenses incurred by Executive in connection with the Company’s business, provided that the expenses are properly documented and accounted for in accordance with the Company’s policies as may be in effect from time to time.

ARTICLE IV

TERMINATION

4.1    Termination of Employment. Executive’s employment with the Company hereunder may be terminated by the Company or Executive, as applicable, without any breach of this Agreement under the following circumstances: (a) the Company may terminate Executive’s employment with or without Cause at any time; (b) Executive may resign for Good Reason or without Good Reason at any time; (c) Executive’s employment shall terminate automatically upon Executive’s death or, subject to a determination by the Board, upon Executive’s Disability; and (d) in the event either the Company or Executive provides timely notice of non-renewal pursuant to Section 2.3, Executive’s employment shall terminate as of the expiration of the then-current term. Any termination of Executive’s employment by the Company or by Executive under this Article IV (other than in the case of Executive’s death) shall be communicated by a written notice to the other party hereto and shall be effective on the date on which such notice is given unless otherwise indicated (and subject to the notice and cure periods required in the event a termination for Cause or a resignation for Good Reason).

4.2    Deemed Resignation. Upon termination of Executive’s employment for any reason including Executive’s resignation for any reason, Executive shall be deemed to have resigned from all offices and directorships, if any, then held with the Company or any of its Affiliates. Notwithstanding the foregoing, in the event that, following Executive’s termination of employment, Executive continues to provide services to the Company as a consultant or member of the Board, Executive may continue to serve in such offices and directorships as then mutually agreed upon between Executive and the Company.

ARTICLE V

SEVERANCE PAYMENTS AND BENEFITS

5.1    General. Upon a termination of Executive’s employment for any reason, Executive (or Executive’s estate) shall be entitled to receive Executive’s accrued but unpaid base salary, accrued vacation pay, unreimbursed business expenses for which proper documentation is provided in accordance with Company policy, and other vested amounts and benefits earned by (but not yet paid to) or owed to Executive under any applicable Employee Benefit Plan of the Company through and including the date of termination of Executive’s employment (the “Accrued Benefits”). For the avoidance of doubt, Executive’s accrued but unpaid base salary, shall include only any base salary earned, but not yet paid through the date of termination, and not the base salary that would have otherwise been earned through the end of the then-current term had it not earlier terminated.

5.2    Covered Termination. In the event Executive experiences a Covered Termination, Executive will be entitled to receive Executive’s Accrued Benefits and, subject to the requirements of Section 5.3, will be entitled to receive the following payments and benefits:

(a)Cash Severance. Executive will be entitled to receive an amount equal to the sum of (i) two (2) times Executive’s base salary at the annual rate in effect for Executive at the time of termination, (ii) any Annual Bonus for the prior completed fiscal year, to the extent earned but not yet paid at the time of such termination, and (iii) two (2) times Executive’s target Annual Bonus for the calendar year in which the Covered Termination occurs. The amounts payable pursuant to this Section 5.2(a) shall be paid over a 24-month period in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence in the first payroll period immediately following the 60th day after the date of such Covered Termination, provided that the Release (as defined below) has become effective and non-revocable, inclusive of a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s separation date and the first payment date but for the application of this provision.

(b)Continued Healthcare. If Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company will, at its election, either directly pay or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earliest to occur of (i) the second anniversary of the Covered Termination and (ii) the first date on which Executive and Executive’s covered dependents become eligible for substantially comparable healthcare coverage under another employer’s plans; provided that as soon as administratively practicable following the 60th day after the date of such Covered Termination, provided that the Release has become effective and non-revocable, the Company will pay to Executive a cash lump-sum payment equal to the monthly premiums that would have been paid on behalf of Executive had such payments commenced on the date of the Covered Termination. Notwithstanding the foregoing, the Company may elect at any time that, in lieu of directly paying or reimbursing such premiums, the Company will instead provide Executive with a monthly or lump sum cash payment equal to the amount the Company would have otherwise paid pursuant to this Section 5.2(b), less applicable tax withholdings.

(c)Cash Severance in a Change in Control Covered Termination. For the avoidance of doubt, the payments described in Section 5.2(a) shall also become payable in a Change in Control Covered Termination or at any time following the Change in Control Period, subject to the release requirements of Section 5.3, provided further that in no event will the payments described in this Section 5.2(c) result in duplicate payments or benefits to Executive under this Section 5.2. In addition to the

payments described in Section 5.2(a), Executive will also be eligible to receive Executive’s Annual Bonus then in effect, pro-rated for the number of days in the calendar year in which the Change in Control Covered Termination occurs during which Executive was employed by the Company. Any amount payable pursuant to this Section 5.2(c) shall be payable in a lump-sum, less applicable withholdings, in the first payroll period immediately following the date the requirements of Section 5.3 are satisfied (such that the Release is effective and non-revocable in a timely manner).

(d)Equity Awards. If such Covered Termination is a Change in Control Covered Termination and subject to the release requirements of Section 5.3, each outstanding and unvested equity award held by Executive, including without limitation, each outstanding stock option, restricted stock unit and share of restricted stock, will automatically become vested, and if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon will lapse, in each case with respect to 100% of the shares underlying such outstanding equity awards as of the date of such Covered Termination; provided that any performance-based vesting criteria will be treated in accordance with the applicable award agreement or other applicable equity incentive plan governing the terms of such equity award.

(e)Qualifying Termination. Effective as of the Effective Date, any provision of any outstanding RSU, PSU, stock option or other equity award granted to Executive by the Company that references a Qualifying Termination (as such term is defined in the applicable award agreement or other applicable equity incentive plan governing the terms of such equity award) shall be deemed automatically amended and modified, without the necessity of any further action or documentation by the Company or Executive, to include a termination of Executive’s employment upon the expiration of the term of any employment agreement with the Company following the Company providing advance written notice to not renew the term of such employment agreement in accordance with the terms thereof; provided that there does not exist grounds to terminate Executive’s employment for Cause at the time of such employment termination. For the avoidance of doubt, all such outstanding RSUs, PSUs, stock options and other equity awards shall be interpreted and administered in a manner consistent with this Agreement.

5.3    Release. Executive will not be eligible for the severance payment and benefits described in Section 5.2 unless (i) Executive has executed and delivered to the Company a general release of all claims that Executive may have against the Company (or its successor) or Persons affiliated with the Company (or its successor) in a form acceptable to the Company (the “Release”), and such Release becomes effective on or before the 60th day following the date of the Covered Termination and (ii) Executive has not revoked or breached the provisions of such Release or breached the provisions of Section 6. In the event that Executive does not execute and deliver such Release, such Release does not become effective and irrevocable within such period or Executive revokes or breaches the provisions of such Release or breaches the provisions of Article VI, Executive (A) will be deemed to have voluntarily resigned Executive’s employment hereunder without Good Reason and (B) will not be entitled to the payments or benefits described in Section 5.2, and may be required to repay such payment or benefits to the extent already provided by the Company to Executive. It is acknowledged and agreed that the Release will not include any post-employment non-competition or non-solicitation covenants that are more restrictive than those to which Executive was bound immediately prior to the Covered Termination, and that the Release will not include the waiver of any vested equity or ownership rights, it being understood that all equity and ownership rights (including any arising from the RSUs) will be governed by the terms of the applicable governing documents.

5.4    Section 280G; Limitation on Payments. Notwithstanding anything in this Agreement to the contrary, if any payment or distribution to Executive pursuant to this Agreement or otherwise

(“Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will either be delivered in full or delivered as to such lesser extent as would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, after taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis of the largest payment, notwithstanding that all or some portion of the Payment may be taxable under Section 4999 of the Code. The accounting firm engaged by the Company for general audit purposes as of the date prior to the effective date of the applicable change in control, or such other Person as determined in good faith by the Company, will perform the foregoing calculations and the Company will bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. Any good faith determinations of the accounting firm made pursuant to this Section 5.4 will be final, binding and conclusive upon all parties. Any reduction in payments and/or benefits pursuant to the foregoing will occur in the following order: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of equity awards, if any; (iii) cancellation of accelerated vesting of other equity awards; and (iv) reduction of other benefits payable to Executive.

ARTICLE VI

COVENANTS

6.1    Outside Activities; Conflict of Interest. During Executive’s term of employment, Executive will not engage in any other employment, occupation or business enterprise without the prior written consent of the Board; provided that it is understood that Executive may serve as a member of the board of directors of one for-profit company, with the prior written consent of the Board. Notwithstanding the foregoing, Executive may engage in civil and not-for-profit activities, and/or maintain passive investments, in each case so long as such activities do not materially interfere or conflict with the performance of Executive’s duties or the Company’s gaming licenses, as determined in the sole discretion of the Board.

6.2    Non-Competition. During the term of Executive’s employment by the Company and for a period of two-years following Executive’s termination of service for any reason, Executive will not directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, employee, consultant, or in any capacity whatsoever engage in, become financially interested in, be employed by or have any business connection with any other Person known by Executive to compete directly with the Company or any of its Affiliates, in any State in the United States in which the Company or any of its Affiliates operate, in any line of business engaged in (or planned to be engaged in) by the Company or any of its Affiliates; provided, however, that Executive may own, as a passive investor, securities of any competitor corporation, so long as Executive’s direct holdings in any such corporation do not in the aggregate constitute more than 1% of the voting stock of such corporation.

6.3    Non-Solicitation. During the term of Executive’s employment and for a period of two-years following Executive’s termination of employment for any reason, Executive shall not: (a) solicit, divert or take away any customers, suppliers or accounts of the Company or any of its Affiliates; or (b) divert, take away, hire, solicit or seek to induce employment of any person who is then an employee of the Company or any of its Affiliates; provided, however, that a general advertisement to which an employee of the Company or any of its Affiliates responds shall not on its own result in a breach of this Section 6.3.

6.4    Confidential and Proprietary Information. Except as Executive reasonably and in good faith determines to be required in the faithful performance of Executive’s duties hereunder, Executive shall, during the term of Executive’s employment and following Executive’s termination of service for any reason, maintain in confidence and shall not directly or indirectly, use, disseminate, disclose or publish, for Executive’s benefit or the benefit of any other Person, any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (“Proprietary Information”), or deliver to any Person, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. Executive’s obligation to maintain and not use, disseminate, disclose or publish, for Executive’s benefit or the benefit of any other Person, any Proprietary Information after Executive’s termination of service will continue so long as such Proprietary Information is not, or has not by legitimate means become, generally known and in the public domain (other than by means of Executive’s direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Company. Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict Executive from: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by, any governmental agency or regulatory authority, including the Securities and Exchange Commission, Department of Justice, Department of Labor, Equal Employment Opportunity Commission, Congress, any inspector general, and any other governmental agency or commission or regulatory authority (collectively, “Governmental Agencies”) regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to Executive from any Governmental Agency; (iii) testifying, participating or otherwise assisting in any action or proceeding by any Governmental Agency relating to a possible violation of law; (iv) reporting any good faith allegations of unlawful employment practices or criminal conduct to any Government Agency; (v) making any truthful statements or disclosures required by law, regulation or legal process; (vi) requesting or receiving confidential legal advice; or (vii) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Nothing in this Agreement requires Executive to obtain prior authorization before engaging in any conduct described in the previous sentence, or to notify the Company that Executive has engaged in any such conduct. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law; (B) is made to the individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under seal.

6.5    Work Product. Executive acknowledges and agrees that any copyrightable works prepared by Executive within the scope of Executive’s employment will be “works made for hire” under the Copyright Act and that the Company will be considered the author and owner of such copyrightable works. Executive further agrees that all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works, confidential information and trade secrets (“inventions”) made, created, conceived or first reduced to practice during the period of Executive’s employment, whether or not in the course of Executive’s employment, and whether or not patentable, copyrightable or protectable as trade secrets, and that (a) are developed using equipment, supplies, facilities or trade secrets of the Company; (b) result from work performed by Executive for the Company; or (iii) relate to the Company’s business or actual or

demonstrably anticipated research or development, will be the sole and exclusive property of the Company, and Executive hereby agrees to assign and hereby assigns to the Company all such inventions. Executive shall execute any and all documents and shall provide such assistance necessary either to evidence or register the assignment of these rights. This Agreement shall not include assignment of an invention that fully qualifies as Executive’s invention under the provisions of the Illinois Compiled Statutes Chapter 765, § 1060/2, the text of which is attached to this Agreement as Exhibit A.

6.6    Cooperation. Executive agrees to reasonably cooperate with the Company during the term of Executive’s employment hereunder and thereafter, at the Company’s sole expense relating to any travel or other out-of­pocket expenses incurred, in connection with any governmental, regulatory, commercial, private or other investigations, arbitrations, litigations or similar matters that may arise during the term of Executive’s employment hereunder, or in any way relate to events that occurred during term of Executive’s employment hereunder, until such investigations, arbitrations, litigations or similar matters are completely resolved.

6.7    Review Period. The Company hereby advises Executive to consult with an attorney of Executive’s choice before entering into this Agreement. In signing below, Executive agrees and acknowledges that Executive has been advised by the Company to consult with an attorney of Executive’s choice before entering into this Agreement, and that Executive had at least fourteen (14) days to review this Agreement prior to being required to sign it and agree to its terms, including the terms of the non-competition and non-solicitation covenants set forth in Sections 6.2 and 6.3.

ARTICLE VII

GENERAL PROVISIONS

7.1    Indemnification. The Company shall indemnify and hold harmless Executive, to the maximum extent permitted by applicable law, against all costs, charges, expenses, claims and judgments incurred or sustained by Executive in connection with any action, suit or proceeding to which Executive may be made a party by reason of being, or agreeing to be, an officer, director or employee of the Company or any subsidiary or affiliate of the Company. The Company shall provide directors and officers insurance for Executive in reasonable amounts. The Board shall determine, in its sole discretion, the availability of insurance upon reasonable terms and the amount of such insurance coverage.

7.2    Tax Matters.

(a)Section 409A. It is intended that any right to receive installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments for purposes of Section 409A of the Code. It is further intended that all payments and benefits hereunder satisfy, to the greatest extent possible, the exemption from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term deferral”) and are otherwise exempt from or comply with Section 409A of the Code. Accordingly, to the maximum extent permitted, this Agreement will be interpreted in accordance with such intent. To the extent necessary to comply with Section 409A of the Code, if the designated payment period for any payment under this Agreement begins in one taxable year and ends in the next taxable year, the payment will commence or otherwise be made in the later taxable year. For purposes of Section 409A of the Code, if the Company determines that Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s separation from service, then to the extent delayed commencement of any portion of the payments or benefits to which Executive is entitled pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion will not be provided until the earlier (i) the expiration of the

six-month period measured from Executive’s separation from service or (ii) the date of Executive’s death. As soon as administratively practicable following the expiration of the applicable Section 409A(2)(B)(i) period, all payments deferred pursuant to the preceding sentence will be paid in a lump-sum to Executive and any remaining payments due pursuant to this Agreement will be paid as otherwise provided herein.

(b)Expense Reimbursement. To the extent that any reimbursements payable to Executive pursuant to this Agreement are subject to the provisions of Section 409A of the Code, such reimbursement will be paid to Executive no later than December 31st of the year following the year in which such expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

(c)Withholding. All amounts and benefits payable under this Agreement are subject to deduction and withholding to the extent required by applicable law.

7.3    At-Will Employment. Executive’s employment relationship with the Company is at-will. Either Executive or the Company may terminate Executive’s employment or service at any time for any or no reason, with or without cause.

7.4    Compensation Recoupment. All incentive and equity awards and amounts payable to Executive pursuant to this Agreement shall be subject to recoupment pursuant to any compensation recoupment policy that is applicable generally to executive officers of the Company and in effect from time to time, and all applicable laws, rules and regulations of the stock exchanges and public market on which the securities of the Company are traded.

7.5    Notice. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of personal delivery (including personal delivery by facsimile) or the third day after mailing by first class mail, to the Company at its primary office location and to Executive at Executive’s address as listed on the Company payroll.

7.6    Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid or unenforceable provisions had never been contained herein. With respect to Sections 6.2 and 6.3 above, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth therein are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that such court deems reasonable, and Sections 6.2 and 6.3 shall thereby be reformed.

7.7    Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the law of the State of Illinois without regard to the conflicts of law provisions.

7.8    Dispute Resolution; Arbitration. Unless otherwise prohibited by law or specified below, all disputes, claims and causes of action, in law or equity, arising from or relating to this Agreement or its enforcement, performance, breach, or interpretation will be resolved solely and exclusively by final and

binding arbitration in Cook County, Illinois through Judicial Arbitration and Mediation Services/Endispute (“JAMS’’), before a single neutral arbitrator, in accordance with the JAMS Employment Arbitration Rules & Procedures then in effect. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS. The JAMS rules may be found and reviewed at http://www.jamsadr.com/rules-employment-arbitration. The arbitrator will issue a written decision that contains the essential findings and conclusions on which the decision is based. The arbitrator’s decision may be enforced in any court of competent jurisdiction.

7.9    Entire Agreement. This Agreement (and, as referenced herein, the LTIP and any applicable RSU and PSU grant and award agreements) constitutes the entire agreement between Executive and the Company with respect to the subject matter hereof, and supersedes all prior or contemporaneous offers, negotiations and agreements, whether written or oral, relating to such subject matter, including the Prior Agreement; provided, however, that in the event that Executive is subject to any other restrictive covenants with respect to the Company or its Affiliates (including with respect to confidentiality or non-disclosure, non-competition, non-solicitation, or intellectual property), the restrictive covenants contained in this Agreement shall complement and be in addition to, and not supersede or be in lieu of, such other restrictive covenants (which shall remain in full force and effect in accordance with the terms thereof). This Agreement is entered into without reliance on any promise or representation other than those expressly contained herein or therein and, subject to Section 7.6, may not be modified or amended except in a writing signed by an officer of the Company and Executive.

7.10    Title and Headings; Construction. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Any and all Exhibits referred to in this Agreement are, by such reference, incorporated herein and made a part hereof for all purposes. Unless the context requires otherwise, all references to laws, regulations, contracts, documents, agreements and instruments refer to such laws, regulations, contracts, documents, agreements and instruments as they may be amended, restated or otherwise modified from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. All references to “dollars” or “$” in this Agreement refer to United States dollars. The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement, including all Exhibits attached hereto, and not to any particular provision hereof. Unless the context requires otherwise, the word “or” is not exclusive. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references to “including” shall be construed as meaning “including without limitation.” Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

(Signature Page Follows)

In Witness Whereof, the parties have executed this Agreement as of the date first written above.

ACCEL ENTERTAINMENT, INC.

By:    /s/ Scott Levin

Name: Scott Levin

Title:     Chief Legal Officer and Corporate Secretary

ACCEPTED AND AGREED:

By:/s/ Mark Phelan

Mark Phelan

[Signature Page to Amended and Restated Executive Employment Agreement]

EXHIBIT A

ILLINOIS COMPILED STATUTES CHAPTER 765 SECTION 1060/2

INVENTION ON OWN TIME - EXEMPTION FROM AGREEMENT

“(1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this State and is to that extent void and unenforceable. The employee shall bear the burden of proof in establishing that his invention qualifies under this subsection.

(2) An employer shall not require a provision made void and unenforceable by subsection (1) of this Section as a condition of employment or continuing employment. This Act shall not preempt existing common law applicable to any shop rights of employers with respect to employees who have not signed an employment agreement.

(3) If an employment agreement entered into after January 1, 1984, contains a provision requiring the employee to assign any of the employee’s rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer.”

[Exhibit A Amended and Restated Executive Employment Agreement]