SEC Info - Full House Resorts Inc. - ‘10-K’ for 12/31/23

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Full House Resorts Inc. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On: Friday, 3/15/24, at 3:41pm ET · For: 12/31/23 · Accession #: 891482-24-7 · File #: 1-32583

Previous ‘10-K’: ‘10-K’ on 3/16/23 for 12/31/22 · Latest ‘10-K’: This Filing · 32 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/15/24  Full House Resorts Inc.           10-K       12/31/23   92:12M

Annual Report — Form 10-K — SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.78M 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     40K 
 3: EX-21.1     Subsidiaries List                                   HTML     30K 
 4: EX-23.1     Consent of Expert or Counsel                        HTML     25K 
 9: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     69K 
                Awarded Compensation                                             
10: EX-99.1     Miscellaneous Exhibit                               HTML    135K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     27K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     27K 
16: R1          Document and Entity Information                     HTML     95K 
17: R2          Consolidated Statements of Operations               HTML    110K 
18: R3          Consolidated Balance Sheets                         HTML    145K 
19: R4          Consolidated Balance Sheets (Unaudited)             HTML     39K 
                (Parentheticals)                                                 
20: R5          Consolidated Statements of Stockholders' Equity     HTML     57K 
                (Unaudited)                                                      
21: R6          Consolidated Statements of Cash Flows               HTML    146K 
22: R7          Organization                                        HTML     42K 
23: R8          Basis of Presentation and Significant Accounting    HTML    140K 
                Policies                                                         
24: R9          Property and Equipment, Net                         HTML     61K 
25: R10         Goodwill and Other Intangibles                      HTML    140K 
26: R11         Accrued Liabilities                                 HTML     54K 
27: R12         Long-Term Debt                                      HTML     96K 
28: R13         Leases                                              HTML    154K 
29: R14         Income Taxes                                        HTML    123K 
30: R15         Commitments and Contingencies                       HTML     32K 
31: R16         Stock-Based Compensation                            HTML     98K 
32: R17         Segment Reporting and Disaggregated Revenue         HTML    229K 
33: R18         Basis of Presentation and Summary of Significant    HTML    197K 
                Accounting Policies (Policies)                                   
34: R19         Organization (Tables)                               HTML     38K 
35: R20         Basis of Presentation and Significant Accounting    HTML    106K 
                Policies (Tables)                                                
36: R21         Property and Equipment (Tables)                     HTML     61K 
37: R22         Goodwill and Other Intangibles (Tables)             HTML    142K 
38: R23         Accrued Liabilities (Tables)                        HTML     54K 
39: R24         Long-Term Debt (Tables)                             HTML     93K 
40: R25         Leases (Tables)                                     HTML    179K 
41: R26         Income Taxes (Tables)                               HTML    120K 
42: R27         Stock-Based Compensation (Tables)                   HTML     99K 
43: R28         Segment Reporting and Disaggregated Revenue         HTML    197K 
                (Tables)                                                         
44: R29         ORGANIZATION - Resort (Details)                     HTML     34K 
45: R30         BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT    HTML     37K 
                ACCOUNTING POLICIES - Property and Equipment                     
                estimated useful lives (Details)                                 
46: R31         BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT    HTML     27K 
                ACCOUNTING POLICIES - Leases (Details)                           
47: R32         BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT    HTML     50K 
                ACCOUNTING POLICIES - Accounts Receivable                        
                (Details)                                                        
48: R33         BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT    HTML     31K 
                ACCOUNTING POLICIES - Credit Loss Recognized                     
                (Details)                                                        
49: R34         BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT    HTML     35K 
                ACCOUNTING POLICIES - Deferred Revenues (Details)                
50: R35         BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT    HTML     66K 
                ACCOUNTING POLICIES - Deferred Revenues: Market                  
                Access Fees from Sports Wagering Agreements                      
                (Details)                                                        
51: R36         BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT    HTML     27K 
                ACCOUNTING POLICIES - Advertising and Project and                
                Acquisition costs (Details)                                      
52: R37         BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT    HTML     42K 
                ACCOUNTING POLICIES - Earnings (Loss) Per Share                  
                (Details)                                                        
53: R38         BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT    HTML     30K 
                ACCOUNTING POLICIES - New Accounting Pronouncement               
                Implemented (Details)                                            
54: R39         Property and Equipment, Net (Details)               HTML     41K 
55: R40         Property and Equipment, Net - Leased property and   HTML     41K 
                equipment (Details)                                              
56: R41         GOODWILL AND OTHER INTANGIBLES - Carrying value of  HTML     34K 
                Goodwill by segment (Details)                                    
57: R42         GOODWILL AND OTHER INTANGIBLES - Other Intangible   HTML     65K 
                Assets (Details)                                                 
58: R43         GOODWILL AND OTHER INTANGIBLES - Current & Future   HTML     44K 
                Amortization (Details)                                           
59: R44         GOODWILL AND OTHER INTANGIBLES - Land Lease and     HTML     32K 
                Water Rights (Details)                                           
60: R45         GOODWILL AND OTHER INTANGIBLES - Development        HTML     31K 
                Agreement (Details)                                              
61: R46         GOODWILL AND OTHER INTANGIBLES - Gaming Licenses &  HTML     37K 
                Trade Names (Details)                                            
62: R47         Accrued Liabilities (Details)                       HTML     49K 
63: R48         LONG-TERM DEBT - Senior Secured Notes Narrative     HTML     49K 
                (Details)                                                        
64: R49         LONG-TERM DEBT - Redemption of Senior Secured       HTML     35K 
                Notes (Details)                                                  
65: R50         LONG-TERM DEBT - Revolving Credit Facility          HTML     55K 
                (Details)                                                        
66: R51         LONG-TERM DEBT - Long-Term Debt (Details)           HTML     52K 
67: R52         LONG-TERM DEBT - Scheduled Maturities of Long-term  HTML     45K 
                Debt (Details)                                                   
68: R53         LONG-TERM DEBT - Interest Expenses (Details)        HTML     37K 
69: R54         LEASES - Narrative (Details)                        HTML    133K 
70: R55         LEASES - Balance Sheet Details (Details)            HTML     62K 
71: R56         LEASES - Lease Expense (Details)                    HTML     39K 
72: R57         LEASES - Maturities of Lease Liabilities (Details)  HTML     69K 
73: R58         LEASES - Lease Term and Discount Rate (Details)     HTML     34K 
74: R59         LEASES - Supplemental Cash Flow Information         HTML     30K 
                (Details)                                                        
75: R60         INCOME TAXES - Income tax provision (Details)       HTML     50K 
76: R61         INCOME TAXES - Reconciliation of income tax         HTML     63K 
                provision relative to continuing operations                      
                (Details)                                                        
77: R62         INCOME TAXES - Deferred tax assets (Liabilities)    HTML     66K 
                (Details)                                                        
78: R63         INCOME TAXES - Narrative (Details)                  HTML     40K 
79: R64         Commitments and Contingencies (Details)             HTML     45K 
80: R65         Stock-Based Compensation (Details)                  HTML     74K 
81: R66         Stock-Based Compensation - Summarizes information   HTML     66K 
                related to our common stock options (Details)                    
82: R67         STOCK-BASED COMPENSATION - Compensation Expenses    HTML     32K 
                (Details)                                                        
83: R68         STOCK-BASED COMPENSATION - Option valuation         HTML     35K 
                assumptions for options granted (Details)                        
84: R69         SEGMENT REPORTING AND DISAGGREGATED REVENUE -       HTML    107K 
                Selected Statement of Operations Data (Details)                  
85: R70         SEGMENT REPORTING AND DISAGGREGATED REVENUE -       HTML     47K 
                Selected Balance Sheet Data (Details)                            
86: R71         Pay vs Performance Disclosure                       HTML     37K 
87: R72         Insider Trading Arrangements                        HTML     31K 
89: XML         IDEA XML File -- Filing Summary                      XML    160K 
92: XML         XBRL Instance -- fll-20231231x10k_htm                XML   2.91M 
88: EXCEL       IDEA Workbook of Financial Report Info              XLSX    162K 
12: EX-101.CAL  XBRL Calculations -- fll-20231231_cal                XML    281K 
13: EX-101.DEF  XBRL Definitions -- fll-20231231_def                 XML    809K 
14: EX-101.LAB  XBRL Labels -- fll-20231231_lab                      XML   1.63M 
15: EX-101.PRE  XBRL Presentations -- fll-20231231_pre               XML   1.14M 
11: EX-101.SCH  XBRL Schema -- fll-20231231                          XSD    217K 
90: JSON        XBRL Instance as JSON Data -- MetaLinks              575±   879K 
91: ZIP         XBRL Zipped Folder -- 0000891482-24-000007-xbrl      Zip    541K

‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit 97.1

Full House Resorts, Inc.

Executive officer Clawback Policy

Approved by the Board of Directors on November 8, 2023 (the “Adoption Date”)

I.	Purpose

This Executive Officer Clawback Policy describes the circumstances under which Covered Persons of Full House Resorts, Inc. and any of its direct or indirect subsidiaries (the “Company”) will be required to repay or return Erroneously-Awarded Compensation to the Company.

This Policy and any terms used in this Policy shall be construed in accordance with any SEC regulations promulgated to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules adopted by Nasdaq.

Each Covered Person of the Company shall sign an Acknowledgement and Agreement to the Executive Officer Clawback Policy in the form attached hereto as Exhibit A as a condition to his or her participation in any of the Company’s incentive-based compensation programs.

II.	Definitions

For purposes of this Policy, the following capitalized terms shall have the meaning set forth below:

(a)“Accounting Restatement” shall mean an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements (a “Big R” restatement), or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).

(b)“Administrator” shall mean the Board or, if delegated by the Board, the Committee.

(c)“Board” shall mean the Board of Directors of the Company.

(d)“Clawback-Eligible Incentive Compensation” shall mean, in connection with an Accounting Restatement, any Incentive-Based Compensation Received by a Covered Person (regardless of whether such Covered Person was serving at the time that Erroneously-Awarded Compensation is required to be repaid) (i) on or after the Nasdaq Effective Date, (ii) after beginning service as a Covered Person, (iii) while the Company has a class of securities listed on a national securities exchange or national securities association and (iv) during the Clawback Period.

(e)“Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.

(f)“Committee” shall mean the Compensation Committee of the Board.

(g)“Covered Person” shall mean any person who is, or was at any time, during the Clawback Period, an Executive Officer of the Company. For the avoidance of doubt, Covered Person may include a former Executive Officer that left the Company, retired or transitioned to an employee role (including after serving as an Executive Officer in an interim capacity) during the Clawback Period.

(h)“Erroneously-Awarded Compensation” shall mean the amount of Clawback-Eligible Incentive Compensation that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts. This amount must be computed without regard to any taxes paid.

(i)“Executive Officer” shall mean the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including an officer of the Company’s parent(s) or subsidiaries) who performs similar policy-making functions for the Company. For the sake of clarity, at a minimum, all persons who would be executive officers pursuant to Rule 401(b) under Regulation S-K shall be deemed “Executive Officers”.

(j)“Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. For purposes of this Policy, Financial Reporting Measures shall include stock price and total stockholder return (and any measures that are derived wholly or in part from stock price or total stockholder return).

(k)“Incentive-Based Compensation” shall have the meaning set forth in Section III below.

(l)“Nasdaq” shall mean The Nasdaq Stock Market.

(m)“Nasdaq Effective Date” shall mean October 2, 2023.

(n)“Policy” shall mean this Executive Officer Clawback Policy, as the same may be amended and/or restated from time to time.

(o)“Received” shall mean Incentive-Based Compensation received, or deemed to be received, in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation is attained, even if the payment or grant occurs after the fiscal period.

(p)“Repayment Agreement” shall have the meaning set forth in Section V(d) below.

(q)“Restatement Date” shall mean the earlier of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date that a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.

(r)“SARs” shall mean stock appreciation rights.

(s)“SEC” shall mean the U.S. Securities and Exchange Commission.

III.	Incentive-Based Compensation

“Incentive-Based Compensation” shall mean any compensation that is granted, earned or vested wholly or in part upon the attainment of a Financial Reporting Measure.

For purposes of this Policy, specific examples of Incentive-Based Compensation include, but are not limited to:

●

Non-equity incentive plan awards that are earned based, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal;

●

Bonuses paid from a “bonus pool,” the size of which is determined, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal;

●

Other cash awards based on satisfaction of a Financial Reporting Measure performance goal;

●

Restricted stock, restricted stock units, performance share units, stock options and SARs that are granted or become vested, wholly or in part, on satisfaction of a Financial Reporting Measure performance goal; and

●

Proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested based, wholly or in part, on satisfaction of a Financial Reporting Measure performance goal.

For purposes of this Policy, Incentive-Based Compensation excludes:

●

Any base salaries (except with respect to any salary increases earned, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal);

●

Bonuses paid solely at the discretion of the Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a Financial Reporting Measure performance goal;

●

Bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period;

●

Non-equity incentive plan awards earned solely upon satisfying one or more strategic measures or operational measures; and

●

Equity awards that vest solely based on the passage of time and/or satisfaction of one or more non-Financial Reporting Measures.

IV.	Determination and Calculation of Erroneously-Awarded Compensation

In the event of an Accounting Restatement, the Administrator shall promptly determine the amount of any Erroneously-Awarded Compensation for each Covered Person in connection with such Accounting Restatement and shall promptly thereafter provide each Covered Person with a written notice containing the amount of Erroneously-Awarded Compensation and a demand for repayment or return, as applicable.

(a)Cash Awards. With respect to cash awards, the Erroneously-Awarded Compensation is the difference between the amount of the cash award (whether payable as a lump sum or over time) that was Received and the amount that should have been received applying the restated Financial Reporting Measure.

(b)Cash Awards Paid From Bonus Pools. With respect to cash awards paid from bonus pools, the Erroneously-Awarded Compensation is the pro rata portion of any deficiency that results from the aggregate bonus pool that is reduced based on applying the restated Financial Reporting Measure.

(c)Equity Awards. With respect to equity awards, if the shares, options or SARs are still held at the time of recovery, the Erroneously-Awarded Compensation is the number of such securities Received in excess of the number that should have been received applying the restated Financial Reporting Measure (or the value in excess of that number). If the options or SARs have been exercised, but the underlying shares have not been sold, the Erroneously-Awarded Compensation is the number of shares underlying the excess options or SARs (or the value thereof). If the underlying shares have already been sold, then the Administrator shall determine the amount which most reasonably estimates the Erroneously-Awarded Compensation.

(d)Compensation Based on Stock Price or Total Stockholder Return. For Incentive-Based Compensation based on (or derived from) stock price or total stockholder return, where the amount of Erroneously-Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Administrator based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was Received (in which case, the Administrator shall maintain documentation of such determination of that reasonable estimate and provide such documentation to Nasdaq in accordance with applicable listing standards).

V.	Recovery of Erroneously-Awarded Compensation

Once the Administrator has determined the amount of Erroneously-Awarded Compensation recoverable from the applicable Covered Person, the Administrator shall take all necessary actions to recover the Erroneously-Awarded Compensation. Unless otherwise determined by the Administrator, the Administrator shall pursue the recovery of Erroneously-Awarded Compensation in accordance with the below:

(a)Cash Awards. With respect to cash awards, the Administrator shall either (i) require the Covered Person to repay the Erroneously-Awarded Compensation in a lump sum in cash (or such property as the Administrator agrees to accept with a value equal to such Erroneously-Awarded Compensation) within ninety (90) days following the Restatement Date or (ii) if approved by the Administrator, offer to enter into a Repayment Agreement. If the Covered Person accepts such offer and signs the Repayment Agreement within a reasonable time as determined by the Administrator, the Company shall countersign such Repayment Agreement.

(b)Unvested Equity Awards. With respect to those equity awards that have not yet vested, the Administrator shall take all necessary action to cancel, or otherwise cause to be forfeited, the awards in the amount of the Erroneously-Awarded Compensation.

(c)Vested Equity Awards. With respect to those equity awards that have vested and the underlying shares have not been sold, the Administrator shall take all necessary action to cause the Covered Person to deliver and surrender the underlying shares in the amount of the Erroneously-Awarded Compensation.

In the event that the Covered Person has sold the underlying shares, the Administrator shall either (i) require the Covered Person to repay the Erroneously-Awarded Compensation in a lump sum in cash (or such property as the Administrator agrees to accept with a value equal to such Erroneously-Awarded Compensation) within ninety (90) days following the Restatement Date or (ii) if approved by the Administrator, offer to enter into a Repayment Agreement. If the Covered Person accepts such offer and signs the Repayment Agreement within a reasonable time as determined by the Administrator, the Company shall countersign such Repayment Agreement.

(d)Repayment Agreement. “Repayment Agreement” shall mean an agreement (in a form reasonably acceptable to the Administrator) with the Covered Person for the repayment of the Erroneously-Awarded Compensation as promptly as possible without unreasonable economic hardship to the Covered Person.

(e)Effect of Non-Repayment. To the extent that a Covered Person fails to repay all Erroneously-Awarded Compensation to the Company when due (as determined in accordance with this Policy), the Company or the Administrator on behalf of the Company shall, or shall cause one or more other members of the Company to, take all actions reasonable and appropriate to recover such Erroneously-Awarded Compensation from the applicable Covered Person. The applicable Covered Person shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously-Awarded Compensation in accordance with the immediately preceding sentence.

The Administrator shall have broad discretion to determine the appropriate means of recovery of Erroneously-Awarded Compensation based on all applicable facts and circumstances and taking into account the time value of money and the cost to stockholders of delaying recovery. However, in no event may the Company or the Administrator on behalf of the Company accept an amount that is less than the amount of Erroneously-Awarded Compensation in satisfaction of a Covered Person’s obligations hereunder.

VI.	Discretionary Recovery

Notwithstanding anything herein to the contrary, neither the Company nor the Administrator on behalf of the Company shall be required to take action to recover Erroneously-Awarded Compensation if any one of the following conditions are met and the Administrator determines that recovery would be impracticable:

(a)The direct expenses paid to a third party to assist in enforcing this Policy against a Covered Person would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously-Awarded Compensation, documented such attempts and provided such documentation to Nasdaq;

(b)Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously-Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such a violation and a copy of the opinion is provided to Nasdaq; or

(c)Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

VII.	Reporting and Disclosure Requirements

The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including the disclosure required by the applicable filings required to be made with the SEC.

VIII.

Effective Date

This Policy shall apply to any Incentive-Based Compensation Received on or after the Nasdaq Effective Date.

IX.	No Indemnification

The Company shall not indemnify any Covered Person against the loss of Erroneously-Awarded Compensation and shall not pay, or reimburse any Covered Persons for premiums, for any insurance policy to fund such Covered Person’s potential recovery obligations.

X.	Administration

The Administrator has the sole discretion to administer this Policy and ensure compliance with Nasdaq Rules and any other applicable law, regulation, rule or interpretation of the SEC or Nasdaq promulgated or issued in connection therewith. Actions of the Administrator pursuant to this Policy shall be taken by the vote of a majority of its members. The Administrator shall, subject to the provisions of this Policy, make such determinations and interpretations and take such actions as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Administrator shall be final, binding and conclusive.

XI.	Amendment; Termination

The Administrator may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required by any federal securities laws, SEC rule or the rules of any national securities exchange or national securities association on which the Company’s securities are then listed. The Administrator may terminate this Policy at any time. Notwithstanding anything in this Section XI to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule, or the rules of any national securities exchange or national securities association on which the Company’s securities are then listed.

XII.	Other Recoupment Rights; No Additional Payments

The Administrator intends that this Policy will be applied to the fullest extent of the law. The Administrator may require that any employment agreement, equity award agreement or any other agreement entered into on or after the Adoption Date shall, as a condition to the grant of any benefit thereunder, require a Covered Person to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other rights under applicable law, regulation or rule or pursuant to the terms of any similar policy in any employment agreement, equity plan, equity award agreement or similar arrangement and any other legal remedies available to the Company. However, this Policy shall not provide for recovery of Incentive-Based Compensation that the Company has already recovered pursuant to Section 304 of the Sarbanes-Oxley Act or other recovery obligations.

XIII.

Successors

This Policy shall be binding and enforceable against all Covered Persons and their beneficiaries, heirs, executors, administrators or other legal representatives.

Exhibit A

ACKNOWLEDGEMENT AND AGREEMENT

TO THE

executive officer CLAWBACK POLICY

Full house resorts, inc.

By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of Full House Resorts, Inc.’s Executive Officer Clawback Policy (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.

By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously-Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner permitted by, the Policy.

Signature

Name

Date

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	3/15/24
For Period end:	12/31/23
	11/8/23	10-Q, 8-K
	10/2/23
	11/28/22
		List all Filings

32 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/16/23  Full House Resorts Inc.           10-K       12/31/22   91:13M
 2/22/23  Full House Resorts Inc.           8-K:1,2,9   2/15/23   12:564K
 2/16/23  Full House Resorts Inc.           8-K:1,9     2/13/23   11:182K
 5/23/22  Full House Resorts Inc.           8-K:5,8,9   5/19/22   11:426K
 5/10/22  Full House Resorts Inc.           10-Q        3/31/22   63:7.6M
 3/15/22  Full House Resorts Inc.           10-K       12/31/21  100:14M                                    Toppan Merrill Bridge/FA
 2/10/22  Full House Resorts Inc.           8-K:5,9     2/04/22   11:367K
 2/08/22  Full House Resorts Inc.           8-K:1,2,9   2/07/22   13:3M
 2/02/22  Full House Resorts Inc.           8-K:1,8,9   2/01/22   14:325K
 4/14/21  Full House Resorts Inc.           DEF 14A     5/19/21    1:1.8M
 3/31/21  Full House Resorts Inc.           8-K:1,2,9   3/31/21    3:1.7M
 3/12/21  Full House Resorts Inc.           10-K       12/31/20   92:12M
 2/12/21  Full House Resorts Inc.           8-K:1,2,8,9 2/12/21    2:1.4M
 1/07/21  Full House Resorts Inc.           8-K:5,9    12/31/20    2:349K
 8/13/20  Full House Resorts Inc.           10-Q        6/30/20   69:9.7M
 7/02/20  Full House Resorts Inc.           8-K:5,9     7/01/20    3:201K
 5/13/20  Full House Resorts Inc.           10-Q        3/31/20   70:8.1M
 3/08/18  Full House Resorts Inc.           10-K       12/31/17   92:8.6M
 9/21/17  Full House Resorts Inc.           8-K:1,9     9/19/17    2:57K
 8/01/17  Full House Resorts Inc.           8-K:5,9     7/28/17    2:59K
 5/30/17  Full House Resorts Inc.           8-K:5,9     5/24/17    3:160K
 8/30/16  Full House Resorts Inc.           8-K:1,9     8/29/16    2:53K
 8/15/16  Full House Resorts Inc.           S-3                    6:2M
 3/18/16  Full House Resorts Inc.           8-K:1,9     3/16/16    2:459K
12/17/15  Full House Resorts Inc.           8-K:1,9    12/16/15    3:1.6M
 2/04/15  Full House Resorts Inc.           8-K:5,8,9   1/30/15    4:257K                                   Toppan Vite NY Inc./FA
12/01/14  Full House Resorts Inc.           8-K:1,5,8,911/28/14    7:558K                                   Toppan Vite NY Inc./FA
 8/22/13  Full House Resorts Inc.           8-K/A:1,9   8/16/13    2:1.6M                                   Toppan Vite NY Inc./FA
 4/11/13  Full House Resorts Inc.           8-K:1,9     4/08/13    3:58K                                    Toppan Vite NY Inc./FA
 3/06/13  Full House Resorts Inc.           10-K       12/31/12   98:9.3M                                   Toppan Vite NY Inc./FA
 6/30/11  Full House Resorts Inc.           8-K:1,9     6/28/11    4:655K                                   Donnelley … Solutions/FA
 5/09/11  Full House Resorts Inc.           10-Q        3/31/11    6:338K                                   Donnelley … Solutions/FA

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Filing Submission 0000891482-24-000007 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)