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

On March 15, 2023, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Accel Entertainment, Inc. (the "Company") approved a new form of Performance-Based Restricted Stock Unit Agreement (the "PSU Agreement") that will be used to grant performance-based restrictive stock units ("PSUs") under the Company's Long-Term Incentive Plan (the "LTIP").

In addition, on March 15, 2023, the Committee granted PSUs under the PSU Agreement to the Company's principal executive officer, principal financial officer and other named executive officers in the amounts below:



                  Named Executive Officer                Target Number of PSUs
        Andrew Rubenstein                                       90,396
        Chief Executive Officer and President
        Derek Harmer                                            20,410
        Chief Counsel and Chief Compliance Officer
        Mathew Ellis                                            19,774
        Chief Financial Officer


The PSUs granted on March 15, 2023 will be eligible to vest as set forth in the
table below based on the average of the Company's achievement against target
annual Adjusted EBITDA ("AEBITDA") performance goals that will be established by
the Board or the Committee for each of the years 2023, 2024, and 2025 (the
"Performance Period"), with each year weighted equally in determining such
average. The ultimate number of PSUs that may vest range from zero to 200% of
the target number of PSUs.

                                 Threshold
                                Performance         Target Performance     Maximum Performance

 Average Performance               85% of target         100% of target          115% of target
                                         AEBITDA                AEBITDA                 AEBITDA

  Number of PSUs that vest   50% of the target      100% of the target      200% of the target
                               number of PSUs         number of PSUs          number of PSUs
                                  granted                 granted                granted

The Committee is expected to establish the target annual AEBIDTA for the year 2023 in the near future.

The awards of PSUs are subject to the terms and conditions of the LTIP and the PSU Agreement, the form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the PSU Agreement contained herein is qualified in its entirety by reference to such exhibit. The Company will provide additional information regarding the compensation of its named executive officers in the Company's proxy statement for the Company's Annual Meeting of Stockholders, which the Company expects to file in March 2023.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit
Number               Description

    10.23              Form of Performance-Based Restrictive Stock Unit Agreement
     104             Cover Page Interactive Data File (embedded within the Inline XBRL document)




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