Exhibit 10.1


 


EXECUTIVE EMPLOYMENT
AGREEMENT


 


THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”),
dated as of the 10th  day of November 2009,
between ELIXIR GAMING TECHNOLOGIES (HONG KONG) LIMITED,
a company incorporated under the laws of Hong Kong (together with its
successors or assigns as permitted under this Agreement, the “Company”), and CHUNG YUK MAN, an individual and holder of Hong Kong
Identity Card number E760824(5) (the “Executive”).


 


RECITALS


 


The Company desires to employ the Executive and enter
into this Agreement embodying the terms of such employment and the Executive
desires to enter into this Agreement and to accept such employment.


 


In consideration of the mutual covenants and for other
good and valuable consideration, the Company and the Executive (individually a “Party”
and together the “Parties”) agree as follows:


 


1.                                      DEFINITIONS


 


(a)                                  “Base Salary” shall mean the salary provided for in Section 4
below subject to such increases as may be made from time to time.


 


(b)                                 “Cause” shall mean:


 


(i)                                     the conviction
of or entry of judgment against the Executive by a civil or criminal court of
competent jurisdiction of any offense or wrongdoing involving embezzlement,
fraud, misappropriation of funds, any act of moral turpitude or dishonesty;


 


(ii)                                  the filing of a bona fide
accusation or claim against the Executive for any offense involving
embezzlement, fraud, misappropriation of funds, any act of moral turpitude or
dishonesty, unless such indictment or filing is dismissed within one hundred
eighty (180) days from the date of such indictment or filing.  The Board
may, at its sole discretion, elect to suspend and extend the employment hereunder
by such one hundred eighty (180) day period or the number of days actually
taken by the Executive to dismiss such indictment or filing, whichever is less;
provided that the Executive notifies the Company in writing that the Executive
intends to contest in good faith such indictment or filing and pursues the
dismissal of such indictment or filing with reasonable diligence and grounds. 
During such period of suspension, Executive may be relieved of duties, but
shall be entitled to receive Base Salary;


 


(iii)                               the written confession by
the Executive of embezzlement, fraud, misappropriation of funds, any act of
moral turpitude or dishonesty or acts constituting a felony;


 


(iv)                              the finding by a court of
competent jurisdiction in a criminal or civil action or by the U.S. Securities
and Exchange Commission or state blue sky agency in an administrative
proceeding that the Executive has willfully violated any U.S. federal or state
securities law;


 


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(v)                                 the engagement by the
Executive in willful and continued misconduct, or the Executive’s willful and
continued failure to substantially perform the Executive’s obligations;


 


(vi)                              the use by the Executive of
alcohol or any controlled substance (unless in accordance with medical
prescription by licensed medical practitioner) to an extent that it interferes,
in the sole discretion of the Board, on a continuing and material basis with
the performance of the Executive’s duties under the Agreement;


 


(vii)                           the willful, unauthorized
disclosure by the Executive of Confidential Information, as defined in Section 14,
concerning the Company or any Affiliated Companies, unless such disclosure was (A) believed
in good faith by the Executive to be appropriate in the course of properly
carrying out duties under the Agreement, or (B) required by an order of a
court having jurisdiction over the subject matter or a summons, subpoena or
order in the nature thereof of any legislative body (including any committee
thereof) or any governmental or administrative agency;


 


(viii)                        performance of services by
the Executive, other than in the course of properly carrying out his duties
under the Agreement and as otherwise provided herein, for any other corporation
or person that competes with the Group while the Executive is employed by the
Company;


 


(ix)                                misconduct in connection
with the performance of any of Executive’s duties, including, without
limitation, misappropriation of funds or property of the Company, securing or
attempting to secure personally any profit in connection with any transaction
entered into on behalf of the Company, misrepresentation to the Company, or any
violation of law or regulations on Company premises or to which the Company is
subject;


 


(x)                                   commission by Executive of
an act involving moral turpitude, dishonesty, theft or unethical business
conduct, or conduct which impairs or injures the reputation of, or harms, the
Company;


 


(xi)                                disloyalty by Executive,
including without limitation, aiding a competitor of the Group.  For the purpose of this Agreement, “competitor
of the Group” shall mean any person which carries on or engages in business
that is identical or substantial similar to that carried out by the Group in
the jurisdictions in which the operates and shall include, but without
limitation to, all such businesses and activities as more particularly set out
in Section 13 below provided that under no circumstances shall Melco
International Development Limited, Melco Crown Limited or any of their
respective subsidiaries or associated companies be regarded as a competitor of
the Group;


 


(xii)                             any material breach
of this Agreement by the Executive and where the breach is capable of remedy,
fails to remedy such breach within 14 days of receiving written notice
requiring the Executive to remedy that breach;


 


(xiii)                          any other bad
act or misconduct by Executive; or


 


(xiv)                         (1) a
finding by any lawfully appointed gaming authority in any jurisdiction that the
Group does business (“Gaming Authority”) that the Executive is “unsuitable”, or
the equivalent, (2) the mandatory request by any Gaming Authority that the
Group not associate with Executive, or (3) the failure by Executive to
qualify for any license that


 


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any
Gaming Authority requires that Executive possess unless the failure to obtain
such license would not materially affect or hamper the relevant part of
business of the Group;


 


(xv)                            any material
breach of the rules and regulations as stipulated in the Code of Conduct,
Ethics Policy & Staff Handbook of EGT and where such breach is capable
of remedy, fails to remedy such breach within 14 days of receiving written
notice requiring Executive to remedy such breach.


 


(c)                                  “Voting
Securities”  means securities of EGT, the holders of which are entitled to vote for
the election of directors.


 


(d)                                 “Control” in relation to a body corporate, means the power of a person or
persons acting as a group or a legal entity to secure that the affairs of the
body corporate are conducted in accordance with the wishes or directions of
that person or group; (i) by means of the holding of shares, or the
possession of voting power, in relation to that or any other body corporate; or
(ii) by virtue of any powers conferred by the articles of association or
any other agreement or document regulating that or any other body corporate,
but for the avoidance of doubt, shall be deemed to include any person or
persons acting as a group or a legal entity controlling or holding directly or
indirectly Voting Securities representing 40% or more of the issued share
capital in that body corporate.  A “Change
of Control” occurs if any person or persons acting as a group or legal entity
acquires control of the body corporate. For the avoidance of doubt, any
increase of shareholdings, whether direct or indirect, in EGT by Melco
International Development Limited or any of its subsidiaries, including but not
limited to Elixir Group Limited, from the existing approximately 39% (as at the
date hereof) to 40% or above, shall not be regarded as a Change of Control of
EGT;


 


(e)                                  “EGT”
shall mean Elixir Gaming Technologies, Inc., a Nevada corporation;


 


(f)                                    “Affiliated
Companies” shall mean any
corporation or other business entity or entities that directly or indirectly
controls, is controlled by, or is under common control with EGT or the Company and
the “Group” shall mean the
Company, EGT and all Affiliated Companies (or any of them) from time to time.


 


(g)                               “Board”
shall mean the board of directors of EGT.


 


(h)                                 “Compensation
Committee” shall mean the
compensation committee  of the
board of EGT.


 


(i)                                     “CEO”
shall mean the Chief Executive Officer of the Group.


 


(j)                                     “US$” shall mean United States Dollar.


 


(k)                                  “Material(s)”
means all works, materials or designs
originated, conceived, prepared, written, compiled or made by any officer, employee
or consultant of the Company or Affiliated Companies, including Executive,
alone or with others during the course of his employment with the Company or
Affiliated Companies.


 


(l)                                     “Intellectual
Property Rights” means patents, trade
marks, service marks, trade and service names, copyrights and design rights
(whether or not any of them are registered and if they are registered, then
includes applications for registration for any of them), rights in the know-how,
databases, moral rights, trade secrets and rights of confidence and rights or
forms of protection of a similar nature or 


 


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having similar or equivalent effect to any of them
which may subsist at anytime and anywhere in the world.


 


2.                                      LOCATION


 


The Executive shall be based in Hong Kong or such
other location as may be from time to time designated by the Board.  In the performance of the Executive’s duties
and responsibilities, the Executive shall be required to undertake national and
international travel at the request of the Group.  Such travel will be taken in accordance with
the Group’s travel policies, as amended by the Group from time to time.


 


3.                                      POSITION, TERM,
DUTIES AND AUTHORITIES


 


The Executive shall be employed as the Executive
Chairman & CEO. Subject to any earlier termination pursuant to Section 11
below, the employment is for a fixed term of three (3) years
commencing from January 1, 2010 up to December 31,
2012 (such date inclusive) (“Term”) provided
that during the 60 day period prior to the expiration of the term, the parties
agree to negotiate in good faith on any renewal or extension of the term of employment
(subject to any revision or modification of the terms hereof, including but not
limited to, the Base Salary). The Executive’s duties, responsibilities and
authorities shall include such duties, responsibilities and authorities
customarily associated with such positions.


 


4.                                      BASE SALARY


 


The Executive shall be paid by the Company a Base Salary
payable no less frequently than in equal monthly installments at an annualized
rate of US$1.00, subject to any increase as may
be determined by the Company with the approval of the Compensation Committee
from time to time.


 


5.                                      EXPENSES
REIMBURSEMENT


 


The Company shall reimburse the
Executive for all travel and business-related expenses incurred by the
Executive in the fulfillment of his services hereunder in accordance with the
applicable expenses reimbursement policies and procedures of the Group as in
effect from time to time.


 


6.                                      OPTIONS


 


The Executive shall be entitled to participate in EGT’s
2008 Stock Incentive Plan or any of such successor plans.  The Compensation Committee, at its sole
discretion, shall decide the amount and frequency of option grants.


 


7.                                      DISCRETIONARY BONUS


 


The Executive may be granted a discretionary performance
bonus or bonuses (whether in cash or in kind) based on guidelines set by the
Compensation Committee on an annual basis or whenever deemed appropriate by the
Compensation Committee.


 


8.                                      IMPLICATION OF CHANGE
OF CONTROL ON OUTSTANDING OPTIONS


 


In the event of a Change
of Control of EGT, the Company shall cause the Executive’s outstanding share
options (to the extent not vested) to become fully vest upon the effective date
of the Change of Control and Executive shall have a minimum period of twelve
months from the effective date of the Change of Control to exercise his
options.


 


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9.                                      [INTENTIONALLY OMITTED]


 


10.                               [INTENTIONALLY OMITTED]


 


11.                               TERMINATION OF EMPLOYMENT


 


(a)                                  Termination by the Company for
Cause.  At any time after learning of an event
constituting Cause, the Company may elect to give the Executive written notice
of its intention to terminate for Cause, specifying in such notice the event
forming the basis for Cause.  Termination
shall be effective immediately upon delivery of notice hereunder.  In the event the Executive’s employment is
terminated by the Company for Cause, the Executive shall be entitled only to:


 


(i)                                     Base Salary, at the rate in effect at the
time of termination, accrued and payable through the date of termination of employment;


 


(ii)                                  reimbursement for expenses incurred but
not yet reimbursed by the Company; and


 


(iii)                               any other compensation and benefits accrued
and to which the Executive is entitled under applicable plans, programs and
agreements of the Company as of the date of termination of employment.


 


The Executive’s
entitlement to the foregoing shall be without prejudice to the right of the
Company to claim or sue for any damages or other legal or equitable remedy to
which the Company may be entitled as a result of such Cause; provided, however,
that offset shall not be available to the Company in any event.


 


(b)                                 Termination by Notice.  Both
the Company and the Executive may terminate this Agreement (which shall not
include a termination pursuant to Section 11(a)) by serving three (3) months
written notice or payment in lieu of notice by paying three (3) months Base
Salary at the rate in effect at the time of termination. Both parties may
choose to give partial notice and partial payment in lieu of notice.


 


(c)                                  Termination by reason of Change
of Control. In
the event of a Change of Control of EGT and upon the effective date of the
Change of Control, this Agreement shall be deemed terminated provided that the
Executive shall be entitled to a payment equal to three (3) months of Base
Salary at the rate in effect at the time of Change of Control.


 


(d)                                Nature of Payments. 
Any amounts due the Executive under the Agreement in the event of any
termination of employment with the Company are in the nature of severance
payments, or liquidated damages which contemplate both direct damages and
consequential damages that the Executive may suffer as a result of the
termination of employment, or both, and are not in the nature of a penalty.


 


(e)                                  Renegotiation.  Notwithstanding any other terms of this Agreement, in
the event of the Executive’s termination by Melco for any reason, the Company
and the Executive reserve the right to renegotiate the terms of this Agreement
in its entirety.


 


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12.                               TERMINATION
OBLIGATIONS


 


(a)                                  Personal Property.  Executive
hereby acknowledges and agrees that all personal property, including, without
limitation, all emails, reports, books, manuals, records, notes, contracts,
lists, blueprints, and other documents, or materials, or hard or soft copies
thereof, and equipment furnished to or prepared by Executive in the course of
or incidental to him performing his duties hereunder, including, without
limitation, records and any other materials, belonging to the Company or any
Affiliated Companies shall be promptly returned to the Company or such
Affiliated Company (as the case may be) upon termination of the Agreement.  Delete of the Company’s documents including
but not limited to emails, business proposals, contracts, from the Company’s
assigned computers including desk tops and lap tops without the Company’s
consent is considered a violation of this clause and a breach of this
Agreement.


 


(b)                                 Results of Termination.  Upon
termination or expiration of the Executive’s employment, this Agreement and the
employment of the Executive shall be wholly terminated with the exception of
the Sections specifically contemplated to continue in full force as set forth
in Sections 13, 14, 15 and 16 below.


 


13.                               COVENANT NOT TO
COMPETE


 


In the event of a termination or expiration of this
Agreement, the Executive shall not, for a period of twelve (12) months after
the date of expiration or termination, engage in competition with the Company
or Affiliated Company or Companies.  For
purposes of this Section 13, the Executive shall be engaging in
competition with the Group if the Executive engages in (i) the leasing of electronic
gaming machines to hotels and casinos in Asia Pacific, whether as an employee,
executive, partner, principal, agent, representative, stockholder or consultant
(other than as a holder of not more than a 10% equity interest) or in any other
corporate or any capacity, so long as the Company is engaged in electronic
gaming machines lease business Provided That
notwithstanding anything to the contrary contained herein, nothing in this Section shall
preclude the Executive from acting as a director, officer or employee of Melco
International Development Limited, Melco Crown Limited or any of their
respective subsidiaries or associated companies as long as these relevant
companies are not engaged in leasing of electronic gaming machines to casino or
slot operators on a revenue sharing basis.


 


14.                               COVENANTS TO PROTECT
CONFIDENTIAL INFORMATION


 


The Executive shall not, during the Term of employment
hereunder or anytime thereafter, without prior written consent of the Company,
divulge, publish or otherwise disclose to any other person any Confidential
Information regarding the Group except in the course of carrying out the
Executive’s responsibilities on behalf of the Group (e.g., providing
information to the Group’s attorneys, accountants, bankers, other professional
consultants etc.) or if required to do so pursuant to the order of a court
having jurisdiction over the subject matter or a summons, subpoena or order in
the nature thereof of any legislative body (including any committee thereof and
any litigation or dispute resolution method against the Company related to or
arising out of this Agreement) or any governmental or administrative
agency.  For this purpose, Confidential
Information shall include, but is not limited to, the Group’s financial
position and results of operations, trades secrets and Intellectual Property, products
and product development plans, marketing and promotional plans and strategies,
customer lists and customer data bases. 
Confidential Information does not include information that is generally
available to the public other than through a breach of the Agreement on the
part of the Executive.


 


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15.                               NON-SOLICITATION


 


Except with the prior written consent of the Company,
Executive shall not solicit customers, clients, or employees of the Group for a
period of twelve (12) months after the date of the expiration or termination of
this Agreement.  Without limiting the
generality of the foregoing, Executive will not, for a period of twelve (12)
months after the date of the expiration or termination of this Agreement,
willfully canvas or solicit any such business in competition with the business
of the Group from any customers of the Group with whom Executive had contact
during, or of which Executive had knowledge solely as a result of, his
performance of services for the Group pursuant to this Agreement.  Executive will not, for a period of twelve
(12) months after the date of the expiration or termination of this Agreement,
directly or indirectly request, induce or advise any customers of the Group with
whom Executive had contact during the term of this Agreement to withdraw,
curtail or cancel their business with the Group.  Executive will not, for a period of twelve
(12) months after the date of the expiration or termination of this Agreement,
induce or attempt to induce any employee of the Group to terminate his
employment with the Group.


 


16.                               INTELLECTUAL PROPERTY


 


If Executive writes, designs, develops, or produces
Material(s) at any time during the Term of employment all Intellectual
Property Rights or proprietary rights of those Material(s) shall nevertheless
belong to the Group.  Those rights will
continue to be vested in and belong to the Group regardless of the termination
of this Agreement.


 


17.                               REMEDIES


 


(a)                                  Executive acknowledges and agrees that
immediate and irreparable harm, for which damages would be an inadequate
remedy, would occur in the event any of the provisions of Sections 13, 14, 15
and 16 of this Agreement were not performed in accordance with their specific
terms or were otherwise breached. 
Accordingly, Executive agrees that Company shall be entitled to an
injunction or injunctions to prevent breaches of such provisions of this
Agreement and to enforce specifically the terms and provisions thereof without
the necessity of proving actual damages or securing or posting any bond or providing
prior notice, in addition to any other remedy to which it may be entitled at
law or equity.


 


(b)                                 Nothing herein contained is intended to
waive or diminish any rights Company may have at law or in equity at any time
to protect and defend its legitimate property interests (including its business
relationship with third parties), the foregoing provisions being intended to be
in addition to and not in derogation or limitation of any other rights the
Company may have at law or equity.


 


18.                               REPRESENTATION


 


The Company and the Executive respectively represents
and warrants to each other that each respectively is fully authorized and
empowered to enter into the Agreement and that their entering into the
Agreement and the performance of their respective obligations under the
Agreement will not violate any agreement between the Company or the Executive
respectively and any other person, firm or organization or any law or
governmental regulation.


 


19.                               ENTIRE AGREEMENT


 


This Agreement contains the entire agreement between
the Parties and supersedes all prior agreements, understandings, discussions,
negotiations and undertakings, whether written or oral, between the Parties
provided that the previous employment agreement entered into between the
Company and the Executive dated April 20, 2009 shall continue to be valid
and effective (subject to any early termination 


 


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thereunder) until December 31,
2009 (such date inclusive).  This
Agreement is personal to the Executive and save and except for any assignment
of this Agreement by the Company to EGT or any other wholly-owned subsidiaries
of EGT, neither Party may deal with any obligation or the benefit of this
Agreement in any way, whether by assignment, license, sub-contract, or
otherwise, without the other Party’s prior written consent. The Executive
hereby acknowledges that in case the Board has resolved that he shall be based
in such other country or territory outside Hong Kong, the Executive may be
required to enter into a new employment contract under the same terms (to the
extent that it is possible under the applicable laws) of this Agreement with
the relevant Group company that exists in the jurisdiction where he shall be
based for compliance with the applicable laws there and upon the relevant
request by the Company, the Executive shall (unless the Executive has otherwise
served the notice pursuant to Section 11(b)) enter into the new employment
contract superseding this Agreement.


 


20.                               AMENDMENT OR WAIVER


 


This Agreement cannot be changed, modified or amended
without the consent in writing of both the Executive and the Company.  No waiver by either Party at any time of any
breach by the other Party of any condition or provision of the Agreement shall
be deemed a waiver of a similar or dissimilar condition or provision at the
same or at any prior or subsequent time. 
Any waiver must be in writing and signed by the Executive or an
authorized officer of the Company, as the case may be.


 


21.                               SEVERABILITY


 


The provisions of this Agreement shall be severable
and the invalidity, illegality or unenforceability of any provision of this
Agreement shall not affect, impair or render unenforceable this Agreement or
any other provision hereof, all of which shall remain in full force and
effect.  If any provision of this
Agreement is adjudicated by a court of competent jurisdiction as invalid,
illegal or otherwise unenforceable, but such provision may be made enforceable
by a limitation or reduction of its scope, the Parties agree to abide by such
limitation or reduction as may be necessary so that said provision shall be
enforceable to the fullest extent permitted by law.  The Parties further intend to and hereby
confer jurisdiction to enforce the covenants contained in Sections 12(a), 13, 14,
15 and 16 (the “Restrictive Covenants”) upon the
courts of any jurisdiction within the geographical scope of such Restrictive
Covenants.  If the courts of any one or
more of such jurisdictions hold any Restrictive Covenant unenforceable by reason
of the breadth of such scope or otherwise, it is the intention of the Company
and Executive that such determination not bar or in any way affect the right of
the Company to the relief provided for in this section in the courts of any
other jurisdiction within the geographical scope of such Restrictive Covenant
as to breaches of such Restrictive Covenant in such other respective
jurisdictions (such Restrictive Covenant as it relates to each jurisdiction
being, for this purpose, severable into diverse and independent covenants).


 


22.                               SURVIVAL


 


The respective rights and obligations of the Parties
shall survive any termination of this Agreement to the extent necessary to the
intended preservation of such rights and obligations.


 


23.                               GOVERNING LAW


 


This Agreement shall be governed by and construed
under the law of Hong Kong, disregarding any principles of conflicts of law
that would otherwise provide for the application of the substantive law of
another jurisdiction.  The Parties each
hereby irrevocably submits to the jurisdiction and venue of the courts of Hong
Kong and agrees not to object to the jurisdiction of a Hong Kong court because
it is an inconvenient forum.


 


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24.                               SETTLEMENT OF
DISPUTES


 


Except for equitable actions seeking to enforce the
provisions of Sections 12(a), 13, 14, 15 and 16 of this Agreement which may be
brought by a court in any competent jurisdiction, in the event a dispute, claim
or controversy arises between the parties relating to the validity,
interpretation, performance, termination or breach of this Agreement,
(collectively, a “Dispute”), the Parties agree to hold a meeting regarding the
Dispute, attended by individuals with decision-making authority, to attempt in
good faith to negotiate a resolution of the Dispute prior to pursuing other
available remedies.  If, within thirty
(30) days after such meeting or after good faith attempts to schedule such a
meeting have failed, the Parties have not succeeded in negotiating a resolution
of the Dispute; the Dispute shall be resolved through legal proceedings.


 


25.                               INTERPRETATION


 


In this Agreement unless the context requires
otherwise; (i) a word or expression in the singular includes the plural,
and the plural includes the singular; (ii) words of one gender include all
genders; (iii) words importing persons includes all bodies and
associations, corporate or unincorporated; and (iv) a reference to this
Agreement includes the Exhibit(s) attached to this Agreement.  No provision of this Agreement will be
construed in favor of or against any Party by reason of the extent to which any
such Party, its affiliates or their respective employees or attorney
participated in the drafting thereof.


 


26.                               COUNTERPARTS


 


This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


27.                               TAXES


 


All monies payable is stated in gross amounts and
shall be subject to such withholding taxes and other taxes as may be required
by the applicable law.


 


28.                               ACKNOWLEDGMENT


 


The Executive acknowledges that he has been given a
reasonable period of time to study this Agreement before signing it and has had
an opportunity to secure counsel of his own. 
The Executive certifies that he has fully read and completely
understands the terms, nature, and effect of this Agreement.  The Executive further acknowledges that he is
executing this Agreement freely, knowingly, and voluntarily and that the
Executive’s execution of this Agreement is not the result of any fraud, duress,
mistake, or undue influence whatsoever. 
In executing this Agreement, the Executive does not rely on any
inducements, promises, or representations by the Company or any Affiliated
Companies other than that which is stated in this Agreement.


 


IN WITNESS WHEREOF, the parties
have executed the Agreement as of the date first written above.


 


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  For and on behalf of
  the Company

  	
   

  	
  The Executive

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Andy Tsui

  	
   

  	
  /s/Clarence Chung

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  TSUI Kin Ming, Andy

  	
   

  	
  CHUNG Yuk Man

  
	
  Position:

  	
  Chief Accounting
  Officer

  	
   

  	
   

  



 


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