Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

In order to further align the interests of certain of our executive officers with those of our shareholders through incentivizing the purchase and long-term ownership of our common stock, on October 7, 2022, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Dave & Buster's Entertainment, Inc. (the "Company") approved a series of one-time new equity grants to certain members of management, including certain of our named executive officers (the "Participants"). The grants include performance-based restricted stock units, time-based restricted stock units and time-based stock options on terms consistent with the terms of the grants made to our Chief Executive Officer in connection with the closing of the acquisition of Main Event Entertainment as described in our Current Report on Form 8-K filed on April 6, 2022. In connection with the equity grants, certain downward adjustments will be applied to each participant's annual long-term incentive [program] awards for the next five years. Furthermore, in connection with making an investment in the common stock of the Company, the Participants also received a grant of options to purchase shares of common stock of the Company (the "Options"), which vest annually in equal installments over a period of five years, subject to certain conditions, including the Purchase Vesting Condition (as defined below).

The Options are subject to a condition whereby the Participants shall be required to purchase specified amounts of common stock of the Company (the "Maximum Amount") during certain trading windows and hold any such purchased shares when the related Options vest (the "Purchase Vesting Condition"). In the event a Participant fails to comply with the Purchase Vesting Condition, they shall forfeit an amount of Options proportionate to any shortfall from such Maximum Amount.

The description of the Options is qualified in its entirety to the Form of Nonqualified Stock Option Award Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Item 9.01. Financial Statements and Exhibits






(d)      Exhibits.



   10.1     Form of Nonqualified Stock Option Award Agreement, by and between Dave
          & Buster's Entertainment, Inc., and various employees of the Company.

104 Cover Page Interactive Data File (the Cover Page Interactive Data File is

embedded within the Inline XBRL document).

© Edgar Online, source Glimpses