exh10_1.htm


    Employment
Agreement

    


    This
employment agreement (the "Agreement") is made and entered into as of November
9, 2009 by and between Galaxy
Gaming, Inc., a Nevada corporation (the "Company") and Andrew Zimmerman (the
"Employee").

    


    Recitals

    


    A. The Company is engaged in the business of developing,
distributing and otherwise commercializing gaming equipment, games, operating
systems for gaming equipment and related products and services throughout the
United States, Canada and other countries.

    


    B. Employee
understands that Employee will be employed in a sensitive position with access
to, and requiring knowledge of confidential and commercially valuable
information of the Company and its subsidiaries and affiliates, the unauthorized
use or disclosure of which, during and following Employee’s separation of
employment, could cause the Company and its subsidiaries serious and irreparable
injury.

    


    C. Employee
also acknowledges that, by virtue of Employee’s position with the Company,
Employee will have dealings with clients who have close and ongoing
relationships with the Company and that Employee’s competition for or
solicitation of such clients following Employee’s separation of employment would
cause the Company serious and irreparable injury.

    


    D. Employee
acknowledges that the Company would not have entered into this Agreement without
Employee’s express understanding of and agreement with the confidentiality,
non-competition and non-solicitation provisions set forth in this
Agreement.

    


    E. The
Company desires to employ Employee, and Employee desires to serve as an employee
of the Company, on the terms and conditions set forth in this
Agreement.

    


    In
consideration of the mutual covenants and promises of the parties, the Company
and Employee agree as follows:

    


    1.    Duties

    


    During
the Term of this Agreement, Employee will be employed by the Company to serve as
Chief Financial Officer, Secretary and Treasurer of the Company and its
subsidiaries and affiliates.  Employee shall devote substantially all
of Employee’s business time, attention, energy, knowledge, and skill solely and
exclusively to the conduct of the business of the Company as may be reasonably
necessary to effectively discharge Employee’s duties under this Agreement and,
subject to the supervision and direction of the Chief Executive Officer of the
Company, will perform those duties and have such authority and powers as are
customarily associated with the offices of a Chief Financial Officer, Secretary
and Treasurer of a company engaged in a business that is similar to the business
of the Company and/or assigned to him by the Chief Executive Officer, including
(without limitation): (a) the authority to direct and manage the day-to-day
operations and affairs of the Company and (b) the authority to hire and
discharge employees of the Company.  Unless the parties agree
otherwise in writing, during the term of this Agreement, Employee will not be
required to perform services under this Agreement other than at Company's
principal place of business in Clark County, Nevada; provided, however, that
Company may, from time to time, require Employee to travel temporarily to other
locations on the Company's business.  Prior written consent of Company
shall be required before Employee may undertake to perform any services whether
as an employee, consultant, officer, director, etc. of a business, commercial or
professional nature, whether for compensation or otherwise.  Although
Company’s consent may not be unreasonably withheld, it shall hereby be deemed
reasonable for Company to deny its consent with respect to any and all outside
gaming activities.

    


     

     

    
      
        
        

      

      
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    1.1    Pre-Existing
Engagement

    


    Notwithstanding
the provisions of Section 1, the Company acknowledges that Employee presently
serves on the Board of Directors of Wachovia Dealer Services and herein provides
its consent for Employee to continue to serve in that capacity, provided that,
the scope of Employee’s engagement with Wachovia Dealer Services does not
materially escalate to the extent that it would affect Employee’s obligations
with the Company.

    


    2.    Term of
Employment

    


    2.1    Definitions

    


    For
purposes of this Agreement the following terms have the following meanings:

    


    (a)           “Severance
Period” means that period of time commencing on the date that a Termination
Other than for Cause is effected and continuing for twelve (12) months if the
Termination Other than for Cause is effected during the first twelve (12) months
of the contract, nine (9) months if the Termination Other than for Cause is
effected during the second twelve (12) months of the contract and six (6) months
if the Termination other than for Cause is effected at any time
thereafter.

    


    (b)           "Termination
for Cause" means termination by Company of Employee’s employment by reason of:
(i) Employee’s material fraud, dishonesty, willful misconduct or gross
negligence in the performance of Employee’s duties hereunder, including willful
failure to perform such duties as may be properly assigned him hereunder; (ii)
Employee’s breach of the Confidentiality or Non-competition provisions of this
Agreement at Sections 5.1 and 5.2; (iii) Employee’s material breach of any
provision of this Agreement; (iv) Employee’s willful or habitual failure to
abide by the policies established by the Company; (v) by reason of Employee’s
gross negligence or intentional misconduct with respect to the performance of
Employee’s duties under this Agreement (vi) conviction of or a guilty or nolo
contendre plea to a felony or misdemeanor involving moral turpitude; or (vii)
Employee’s failure to qualify (or, having so qualified, being thereafter
disqualified or suspended) or Company’s reasonable determination that Employee
would not qualify or would not continue to be qualified under any suitability or
licensing requirements to which Employee may be subject by reason of Employee’s
position with the Company or any of its subsidiaries or affiliates, under the
laws of any applicable gaming jurisdiction, except that any such failure to
qualify or disqualification or suspension resulting from Employee’s corporate
conduct, rather than individual conduct, shall not constitute Termination for
Cause hereunder; provided however that unless such cause constitutes a crime or
jeopardizes the safety or welfare of the Company’s property, licenses,
employees, or clients (in which case no cure period shall apply) no such
termination will be deemed a Termination for Cause under subsections
2.1(a)(iii),(iv) or (v) unless the Company has provided Employee with written
notice of what it reasonably believes are the grounds for any Termination for
Cause and Employee fails to cure such grounds to the Company’s reasonable
satisfaction during the 30 day period following receipt of such written
notice.

    


    (c)           "Termination
Other than for Cause" means termination by Company of Employee's employment at
any time in the Company’s sole discretion for reasons other than those which
constitute Termination for Cause.

    


    (d)           "Voluntary
Termination" means termination by the Employee of the Employee's employment with
the Company, excluding termination by reason of Employee's death or disability
as described in Sections 2.5 and 2.6.

    


     

    
      
        
        

      

      
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    2.2           Basic
Term

    


    The Term
of employment of Employee by the Company will commence on November 9, 2009 and
will extend through the period ending on November 8, 2012 (the “Termination
Date”).  Company and Employee may extend the term of this Agreement by
mutual written agreement.

    


    2.3    Termination
for Cause

    


    Termination
for Cause may be effected by Company at any time during the term of this
Agreement and may be effected by written notification to Employee; provided,
however, that no Termination for Cause will be effective unless Employee has
been provided with the prior written notice and opportunity for remedial action
described in Section 2.1(a).  If the Company believes Employee has
engaged in conduct that would constitute Termination for Cause, the Company may
suspend Employee with pay until such time as Company has made a decision whether
to terminate Employee for cause.  Upon Termination for Cause, Employee
is to be immediately paid all accrued salary, incentive compensation to the
extent earned, vested deferred compensation (other than stock, pension or profit
sharing plan benefits, which will be paid in accordance with the applicable
plan), accrued vacation pay and reimbursable business expenses, all to the date
of termination, but Employee will not be paid any severance
compensation.  All the provisions and obligations of Employee under
Sections 5.1 and 5.2 will survive Termination for Cause.

    


    2.4    Termination
Other Than for Cause

    


    Notwithstanding anything else in this Agreement,
Company may effect a Termination Other Than for Cause at any time upon giving
notice to Employee of such Termination Other Than for Cause.  Upon any
Termination Other Than for Cause, Employee will immediately be paid all accrued
salary, all incentive compensation to the extent earned, severance compensation
as provided in Section 4, vested deferred compensation (other than stock,
pension or profit sharing plan benefits, which will be paid in accordance with
the applicable plan), accrued vacation pay and reimbursable business expenses,
all to the date of termination.  All the provisions and obligations of
Employee under Sections 5.1 and 5.2 will survive Termination Other Than for
Cause.

    


    2.5    Termination
Due to Disability

    


    In the
event that, during the term of this Agreement, Employee should, in the
reasonable judgment of the Company, fail after reasonable accommodation by
Company to perform Employee's duties under this Agreement because of illness or
physical or mental incapacity ("Disability ") for more than 30 days in the
aggregate in any 12-month period, Company will have the right to terminate
Employee's employment under this Agreement by 30 day written notification to
Employee and payment to Employee of all accrued salary and incentive
compensation to the extent earned, vested deferred compensation (other than
stock, pension or profit sharing plan benefits, which will be paid in accordance
with the applicable plan), all accrued vacation pay, and reimbursable business expenses all to the
date of termination.  All the provisions and obligations of Employee
under Sections 5.1 and 5.2 will survive Termination Due to
Disability.

    


    2.6    Death

    


    In the
event of Employee's death during the term of this Agreement, Employee's
employment is to be deemed to have terminated as of date of death, and Company
will pay to Employee's estate accrued salary, incentive compensation to the
extent earned, vested deferred compensation (other than pension plan or profit
sharing plan benefits, which will be paid in
accordance with the applicable plan), accrued vacation pay, and reimbursable
business expenses, all to the date of termination.  Company shall make
the payments to Employee’s estate or beneficiary as applicable.  If
Employee dies during the Severance Period, the remaining Severance due will be
paid in a lump sum to the Employee’s estate and Employee’s estate and/or
beneficiary(ies).

    


     

    
      
        
        

      

      
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    2.7    Voluntary
Termination

    


    Employee
may voluntarily terminate Employee’s employment with the Company by providing
the Company with 30-day notice.  In the event of a Voluntary
Termination, Company will immediately pay to Employee all accrued salary, all
incentive compensation to the extent earned, vested deferred compensation (other
than pension plan or profit sharing plan benefits, which will be paid in
accordance with the applicable plan), accrued vacation pay, and reimbursable
business expenses, all to the date of termination, but Employee will not be paid
any severance compensation.  All the provisions and obligations of
Employee under Sections 5.1 and 5.2 will survive Voluntary
Termination.

    


    3.    Salary,
Benefits and Other Compensation

    


    3.1    Base
Salary

    


    As
payment for the services to be rendered by Employee as provided in Section 1 and
subject to the terms and conditions of Section 2, Company agrees to pay to
Employee a "Base Salary," in equal bi-monthly installments.  The Base
Salary will be as follows:

    


    
      	
              Period

            	
              Monthly
      Salary

            
	
              November
      9 - 30, 2009

            	
              $6.600.00

            
	
              December
      1 - 31, 2009

            	
              $9.000.00

            
	
              January
      1 – April 30, 2010

            	
              $10,000.00

            
	
              May
      1 –October 31, 2010

            	
              $11,000.00

            
	
              November
      1, 2008 and thereafter

            	
              $12,500.00

            


    

    


    3.2    Common Stock Options
Compensation

    


    As
additional payment for the services to be rendered by Employee as provided in
Section 1 and subject to the terms and conditions of Section 2, Company agrees
to grant to Employee options to obtain the Company’s common shares in accordance
with the following schedule:

    


    
      	
              Dates
      of Issue

            	
              Number
      of Options

            	
              Strike
      Price

            	
              Expiration
      Date

            
	
              November
      9, 2009

            	
              37,500
      options

            	
              $
      0.55

            	
              November
      9, 2012

            
	
              November
      9, 2010

            	
              22,500
      options

            	
              $
      0.55

            	
              November
      9, 2013

            
	
              November
      9, 2011

            	
              22,500
      options

            	
              $
      0.55

            	
              November
      9, 2014

            
	
              November
      9, 2012

            	
              22,500
      options

            	
              $
      0.55

            	
              November
      9, 2015

            


    

    


    The
Company’s common shares, when purchased by Employee shall be restricted in
accordance with Rule 144 of the United States Securities and Exchange
Commission.  If during the Term of this Agreement, the Company is
acquired and its publically traded common shares are not independently traded,
the number of Common Shares offered to Employee as per the above schedule shall
be fully issued to Employee upon the date of the acquisition.

    


    The
granting of the stock options as provided in this section shall be contingent
upon approval by the Company’s Board of Directors of a Company Stock Option
Plan.  The conditions, rights and restrictions of the stock options
issued to Employee by Company as per this section shall be controlled by the
Company’s Stock Option Plan and in the event the terms of this Agreement and the
terms of the Company’s Stock Option Plan conflict, the terms of the Company’s
Stock Option Plan shall prevail.

    


     

    
      
        
        

      

      
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    3.3    Section 125 Plan
Benefits

    


    Upon
commencement of this Agreement, Employee shall be eligible to receive Section
125 Plan Benefits as a level 4 employee pursuant to Appendix B attached hereto
as may be amended from time to time by Company.

    


    3.4    Incentive
Bonus Plans

    


    As a
publically traded company, the expects to offer one or more employee stock
ownership plans.  In the event the Company does offer to its employee
the Company’s common shares, to the extent allowed by Securities and Exchange
regulations and other applicable laws and regulations, Employee shall be
eligible to participate in any Company employee stock ownership programs on the
same basis as an employee of comparable position and compensation as Employee,
provided however: (i) Company is making no representation and is not obligated
to provide any stock plan to its employees or Employee at all; (ii) Company may
structure its stock ownership plan(s), if any, in its sole discretion in accord
with its business plans and purposes; and (iii) the Company’s Board of
Director(s) shall have sole discretion in determining who may or may not be
entitled to stock ownership under the plan.  As Employee becomes
eligible, Employee shall be entitled to participate in all bonus, incentive,
stock option, savings, and retirement plans, policies, and programs made
available by the Company to other peer employees of the Company.

    


    3.5    Benefit
Plans

    


    During
the term of Employee's employment under this Agreement, the Employee is eligible
to participate in all employee benefit plans to the extent maintained by the
Company, including (without limitation) any life, disability, health, accident
and other insurance programs, paid time off, and similar plans or programs,
subject in each case to the generally applicable terms and conditions of the
plan or program in question and to the determinations of any committee
administering such plan or program.  On termination of the Employee
for any reason, the Employee will retain all of Employee's rights to benefits
that have vested under such plans, but the Employee's rights to participate in
those plans will cease on the Employee's termination (unless contrary to law,
e.g., COBRA rights)
unless the termination is a Termination Other Than for Cause, in which case
Employee's rights of participation will continue for a period of
­­­six (6) months following Employee's termination.

    


    3.6    Withholding
of Taxes

    


    The
Employee understands that the services to be rendered by Employee under this
Agreement will cause the Employee to recognize taxable income, which is
considered under the Internal Revenue Code of 1986, as amended, and applicable
regulations thereunder as compensation income subject to the withholding of
income tax (and Social Security or other employment taxes).  The
Employee hereby consents to the withholding of such taxes as are required by the
Company.

    



    
      
         


      

      
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    3.7    Paid Time Off

    


    As
Employee becomes eligible per Company’s policy, Employee will receive paid time
off to be used for vacation, sick and/or personal days as a level 4 employee
pursuant to Appendix B attached hereto as may be amended from time to time by
Company.

    


    3.7    Expenses

    


    During
the term of this Agreement, Company will reimburse Employee for Employee's
reasonable out-of-pocket expenses incurred in connection with Company's business, including travel expenses, food,
and lodging while away from home, subject to such policies as Company may from
time to time reasonably establish for its employees.

    


    Company
will also reimburse Employee for professional fees including AICPA annual dues
and Continuing Professional Education as is pertains to matters directly
relating to the Company.

    


    3.8           Changes by
Company

    


    The
Company reserves the right to modify, suspend, not implement or discontinue any
and all of the above-mentioned plans, practices, policies, benefits, and
programs at any time as long as such action is taken generally with respect to
other similarly situated peer employees of the Company and may structure the
plan, practices, policies, benefits and programs, if any, in its sole discretion
in accord with its business plans and purposes.

    


    4.    Severance
Compensation

    


    4.1    Termination
Other Than for Cause

    


    In the
event Employee's employment is terminated in a Termination Other Than for Cause,
Employee will be paid as severance pay Employee's Base Salary at that time plus
Section 125 plan benefits during the Severance Period, on the dates specified in
Section 3.1 for payment of Employee's Base Salary, provided, however, that
Employee’s entitlement to any such payments or benefits shall be expressly
subject to, contingent upon, and in consideration of (i) the continued validity
and enforceability of Sections 5.1 and 5.2 hereunder, and (ii) the Company
receiving a release prepared by the Company and executed by Employee, waiving
and releasing the Company, its subsidiaries and affiliates, and their officers,
directors, agents, benefit plan trustees and employees from any and all claims,
whether known or unknown, and regardless of type, cause or nature, including but
not limited to claims arising under all salary, bonus, stock, paid time off,
insurance and other benefit plans and all state and federal anti-discrimination,
civil rights and human rights laws, ordinances and statutes, including Title VII
of the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment
Act as amended by the Older Worker’s Benefit Protection Act of 1990, and the
American’s with Disabilities Act covering Employee’s employment with the
Company, its subsidiaries and affiliates, and the cessation of that
employment.

    


    During
the Severance Period, Employee shall remain an employee of the Company solely
for group health and life insurance purposes and for the ability to exercise
stock options, and shall receive service credit therefore during that
period.  Employee will be responsible for the employee portion of the
cost of such insurance during the Severance Period similar to other
employees.

    


    Notwithstanding
anything to the contrary in this Section 4.1, the Company’s obligations under
this Section 4.1 shall cease (except for obligations pursuant to the terms of
any benefit plan or law, e.g., COBRA) and Employee
shall immediately return all severance payments previously received during the
Severance Period if Employee breaches in any material respect any of the
covenants set forth in Sections 5.1 or 5.2 of this Agreement and such breach is
not cured to the Company’s satisfaction within ten days from the date written
notice thereof is given to Employee by the Company.  Employee
understands that the Company additionally shall have the right to seek
enforcement of Employee’s obligations under Sections 5.1 and 5.2.

    


     

    
      
        
        

      

      
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    4.2    Other
Termination

    


    In the event of a Voluntary Termination, Termination
for Cause, Termination for Death, or Termination Due to Disability, Employee or
Employee's estate will not be entitled to any severance pay.

    


    5.    Confidentiality
and Non-competition

    


    5.1    Confidentiality

    


    (a)           Employee’s
position with the Company will or has resulted in exposure and access to
confidential and proprietary information which Employee did not have access to
prior to holding the position, which information is of great value to the
Company and the disclosure of which, directly or indirectly, would be
irreparably injurious and detrimental to the Company.  Employee agrees
to use best efforts and to observe the utmost diligence to guard and protect all
confidential or proprietary information relating to the Company from disclosure
to third parties.  Employee shall not at any time use or make
available, either directly or indirectly, to any competitor or potential
competitor of the Company or any of its subsidiaries, or their affiliates or
divulge, disclose, communicate to any firm corporation or other business entity
in any manner whatsoever, any confidential or proprietary information covered or
contemplated by this Agreement, unless expressly authorized to do so by the
Company in writing.

    


    (b)           For
the purpose of this Agreement, “Confidential Information” shall mean all
information of the Company, its subsidiaries and affiliates, relating to or
useful in connection with the business of the Company, its subsidiaries or
affiliates, whether or not a “trade secret” within the meaning of applicable
law, which is not generally known to the general public and which has been or is
from time to time disclosed to, developed by or learned by Employee as a result
of employment with the Company.  Confidential Information includes,
but is not limited to the Company’s product development and marketing programs,
data, future plans, formulas, finances, profits, sales, net income,
indebtedness, financial management systems, pricing systems, methods of
operation and determination of prices, processes, trade secrets, client lists,
suppliers, organizational charts, salary and benefit programs, training
programs, computer software, development or experimental work, business records,
files, drawings, prints, prototyping models, letters, notes, notebooks, reports,
and copies thereof, whether prepared by him or others, and any other information
or documents which Employee is told or reasonably ought to know that the Company
regards as confidential.  Confidential Information is not information
which is or becomes generally known other than through Employee’s acts in
violation of this Agreement.  Disclosures made by the Company to
governmental authorities, to its clients or potential clients, to its suppliers
or potential suppliers, to its employees or potential employees, to its
consultants or potential consultants or disclosures made by the Company in any
litigation or administrative or governmental proceedings shall not mean that the
matters so disclosed are available to the general public.

    


    (c)           Employee
agrees that all records, reports, notes, compilations, or other recorded matter,
and copies or reproductions thereof, relating to the Confidential Information or
any other aspect of the Company's operations, activities or business, made or
received by Employee during any period of employment with the Company whether or
not Confidential Information (including but not limited to, documents, reports,
correspondences, computer printouts, work papers, files, computer lists,
telephone and address books, rolodex cards, computer tapes, disks, and any and
all records in Employee’s possession (and all copies thereof) containing any
such information created in whole or in part by Employee within the scope of
Employee’s employment, even if the items do not contain Confidential
Information) are and shall be the Company's exclusive property, and Employee
will keep the same at all times in the Company's custody and subject to its
control, and will promptly deliver the same to Company upon termination of
Employment for any reason whatsoever (or at any prior time at the request of the
Company).

    


    (e)           This
paragraph and any of its provisions will survive Employee’s separation of
employment for any reason, provided that Employee shall continue to be bound by
the confidentiality obligations contained in this Agreement for two (2) years
after the termination of employment, except that confidentiality obligations
with respect to any information that constitutes a trade secret and has been
designated in writing as such shall continue in effect for so long as the
information remains a trade secret.

    


    5.2    Non-competition

    


    Employee
shall execute simultaneously with this Agreement the Employee Non-Competition
and Non-Solicitation Agreement attached as Appendix A.

    


    5.3    Injunctive
Relief.

    


    Employee
acknowledges and agrees that the terms provided in Sections 5.1 and 5.2 are the
minimum necessary to protect the Company, its affiliates and subsidiaries, its
successors and assigns in the use and enjoyment of the confidential information
and the good will of the business of the Company.  Employee further
agrees that damages cannot fully and adequately compensate the Company in the
event of a breach or violation of the restrictive covenants (Confidential
Information and non-competition) and that without limiting the right of the
Company to pursue all other legal and equitable remedies available to it, that
the Company shall be entitled to injunctive relief, including but not limited to
a temporary restraining order, temporary injunction and permanent injunction
against Employee and every other person or entity concerned thereby, to prevent
any such violations or any continuation of such violations for the protection of
the Company.  The granting of injunctive relief will not act as a
waiver by the Company to pursue any and all additional
remedies.  EMPLOYEE AGREES TO PAY THE COSTS, EXPENSES AND REASONABLE
ATTORNEY FEES INCURRED BY THE COMPANY IN PURSUING ANY OF ITS RIGHTS WITH RESPECT
TO SUCH VIOLATIONS, IN ADDITION TO THE ACTUAL DAMAGES SUSTAINED BY THE COMPANY
AS A RESULT THEREOF.

    


    6.    Assignment
of Inventions

    


    All
processes, discoveries, developments, designs, ideas, innovations, improvements,
formulas, processes, techniques, know-how, data, inventions, patents,
copyrights, trademarks, and other intangible rights (collectively the
"Inventions") that may be made, conceived, reduced to practice, developed or
learned by Employee, either alone or with others, during the term of Employee's
employment, whether or not conceived or developed during Employee's working
hours, that relate at the time of conception or reduction to practice of the
Invention to the business of the Company or to Company's actual or demonstrably
anticipated research and development, or that result from any work performed by
Employee for Company, will be the sole property of Company, and Employee hereby
assigns to the Company all of Employee's right, title and interest in and to
such Inventions. Employee must disclose to Company all inventions conceived
during the term of employment, whether or not the invention constitutes property
of Company under the terms of this Section, but such disclosure will be received
by Company in confidence.  Employee must execute all documents,
including applications, assignments, etc., required by Company to establish
Company's rights under this Section.  If Company is unable for any
reason whatsoever, including Employee's mental or physical incapacity, to secure
Employee's signature to apply for or to pursue any application for any United
States or foreign letters patent or copyright registrations (or on any document
transferring ownership thereof) covering inventions or original works of
authorship assigned to Company under this Agreement, the Employee hereby
irrevocably designates and appoints Company and its duly authorized officers and
agents as Employee's agent and attorney in fact, to act for and in Employee's
behalf and stead to execute and file any such applications and documents and to
do all other lawfully permitted acts to further the prosecution and issuance of
letters patent or copyright registrations or transfers thereof with the same
legal force and effect as if executed by the Employee.  This
appointment is coupled with an interest in and to the inventions and works of
authorship and shall survive Employee's death or disability. Employee hereby
waives and quitclaims to Company any and all claims, of any nature whatsoever,
which Employee now or may hereafter have for infringement of any patents or
copyright resulting from or relating to any such application for letters patent
or copyright registrations assigned hereunder to Company.

    


     

    
      
        
        

      

      
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    7.    Miscellaneous

    


    7.1    Waiver

    


    The
waiver of any breach of any provision of this Agreement will not operate or be
construed as a waiver of any subsequent breach of the same or other provision of
this Agreement.

    


    7.2    Notice

    


    All
notices and other communications under this Agreement must be in writing and
must be given by personal delivery, telecopy, or first class mail, certified or
registered with return receipt requested, and will be deemed to have been duly
given upon actual receipt or refusal of receipt if personally delivered; five
(5) days after mailing, if mailed; or 48 hours after transmission, if delivered
by telecopy, to the respective persons named below.  Mailed notices
shall be addressed to parties at the addresses set forth below, but each party
may change its address by written notice duly given pursuant to this Section
7.2.

    


    If to Employee:    
Andrew Zimmerman

    3644 Emerald Beach Ct.

    Las Vegas, Nevada 89147

    


                   If
to Company:       Robert Saucier, CEO

    Galaxy Gaming, Inc.

    6980 O’Bannon Drive

    Las Vegas, Nevada 89117

    


    7.3    Arbitration

    


    (a)           Any
controversy or claim arising out of or relating to this Agreement shall be
settled by binding arbitration administered by the American Arbitration
Association under its National Rules for the Resolution of Employment Disputes
(including the Optional Rules for Emergency Measures Of Protection) and judgment
on the award entered in any court having jurisdiction.

    


    (b)           The
arbitration proceedings shall be conducted before a panel of three neutral
arbitrators, all of whom shall be members of the bar of the state of Nevada,
actively engaged in the practice of employment law for at least ten
years.

    


    (c)           Either
party may apply to the arbitrator seeking injunctive relief until the
arbitration award is rendered or the controversy otherwise
resolved.  Either party also may, without waiving any remedy under
this Agreement, seek from any court having jurisdiction any interim or
provisional relief that is necessary to protect the rights or property of that
party, pending the arbitral tribunal’s determination of the merits of the
controversy.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    (d)           Each
party shall bear its own costs, expenses and attorneys fees and an equal share
of the arbitrators’ and administrative fees of arbitration.

    


    (e)           Except
as may be required by law, neither a party nor an arbitrator may disclose the
existence, content or results of any arbitration hereunder without the prior
written consent of both parties.  All documents, testimony and records
shall be received, heard and maintained by the arbitrators in secrecy, available
for the inspection only of the Company or Employee and their respective
attorneys and their respective experts who shall agree in advance and in writing
to receive all such information confidentially and to maintain such information
in secrecy until such information shall become generally known.

    


    (f)           The
place of arbitration shall be Clark County, Nevada.

    


    (g)           In
consideration for and as a material condition of Employee's employment with the
Company, Employee agrees that final and binding arbitration is the exclusive
means for resolving any claim or controversy arising out of or related to this
Agreement. This Agreement is a waiver of all rights Employee may have to a civil
court action.  Accordingly, only an arbitrator, not a judge or jury,
will decide the dispute, although the arbitrator has the authority to award any
type of relief that could otherwise be awarded by a judge or jury.

    


    7.4           Governing Law; Partial Invalidity; Jurisdiction
and Venue

    


    (a)           This
Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada without regard to principles of conflict law applicable to
contracts made and to be performed with such state.

    


    (b)           The
Agreement shall be liberally construed to maximize protection of the Company’s
rights in confidential information and client relations.  If any
provision of this Agreement is held to be overly broad, invalid or otherwise
unenforceable under the applicable law and circumstances by the reviewing court,
Employee agrees to modification or reduction of the scope of such provision as
such court deems necessary and appropriate to permit its enforcement as
modified.  The invalidity or unenforceability in whole or part, of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision unless otherwise indicated in this Agreement.

    


    (c)           Any
judicial proceeding seeking to enforce any provision of, or based on any right
arising out of, this Agreement or any agreement identified herein may be brought
the in state or federal courts in Clark County, Nevada and by the execution and
delivery of this Agreement, each of the parties hereto accepts for itself the
jurisdiction of the aforesaid courts and irrevocably consents to the
jurisdiction of such courts (and the appropriate appellate courts) in any such
proceedings, and waives any objection to venue laid therein.

    


    7.5    Assignment

    


    This
Agreement and the rights, interests and benefits hereunder are personal to the
Employee and shall not be assigned, transferred or pledged in any manner by
Employee or any personal representatives, heirs, administrators, distributees or
any other person claiming under Employee by virtue of this
Agreement.  This Agreement and all of the Company’s rights and
obligations hereunder may be assigned, without Employee’s consent, to any entity
which acquires substantially all of the assets of the Company or which merges
with the Company and which agrees to be bound hereby.

    


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    7.6    No
Conflicting Agreement

    


    By
signing this Agreement, Employee warrants that Employee is not a party to any
restrictive covenant, agreement, or contract which limits the performance of
Employee’s duties and responsibilities under this Agreement or under which such
performance would constitute a breach.

    


    7.7    Indemnification

    


    The Company agrees that it will indemnify and hold
the Employee harmless to the fullest extent permitted by applicable law from and
against any loss, cost, expense or liability resulting from or by reason of the
fact of the Employee's employment hereunder, whether as an officer, employee,
agent, fiduciary, director or other official of the Company, except to the
extent of any expenses, costs, judgments, fines or settlement amounts which
result from Employee’s conduct which is determined by a court of competent
jurisdiction to be knowingly fraudulent or deliberately dishonest or to
constitute some other type of willful misconduct.

    


    7.8    Survival
of Provisions

    


    The
provisions of this Agreement shall survive any separation of Employee if so
provided herein and if necessary or desirable fully to accomplish the purpose of
such provisions, including without limitation the rights and obligations of the
Employee under Paragraphs Separation of Employment, Confidentiality, Assignment
hereof.

    


    7.9    Miscellaneous

    


    The
Section headings herein are for convenience only and shall not affect the
meaning or interpretation of the contents hereof.  This Agreement and
referenced Appendixes contain the entire agreement between the parties hereto
with respect to the subject matter of this Agreement and supersedes all prior
agreements, understandings, plans and negotiations, whether written or oral,
between the parties with respect to the subject matter hereof, including but not
limited to any past or future compensation, bonuses, reimbursements, or other
payments to Employee from Company.  In entering this Agreement,
neither party relies on any inducements, promises or representations of the
other that do not appear herein.  No supplement or modification of
this Agreement shall be binding unless in writing and signed by both
parties.  This Agreement may be executed in multiple counterparts;
each of which shall be deemed an original and all of which together shall
constitute one instrument.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representative, successors and permitted assigns.

    


    EMPLOYEE
ACKNOWLEDGES THAT EMPLOYEE HAS HAD SUFFICIENT OPPORTUNITY TO REVIEW THIS
AGREEMENT WITH EMPLOYEE’S ATTORNEY.  IF EMPLOYEE DID NOT DO SO, IT IS
BECAUSE EMPLOYEE READ AND UNDERSTOOD THE ENTIRE AGREEMENT AND VOLUNTARILY CHOSE
NOT TO OBTAIN LEGAL ADVICE.  EMPLOYEE AGREES THAT THE RESTRICTIONS
CONTAINED IN THIS AGREEMENT ARE FAIR AND APPROPRIATE UNDER THE
CIRCUMSTANCES.

    



    
      
         


      

      
        10

        
          

        

      

      
         


      

    


     

        IN WITNESS
WHEREOF, the parties hereto have knowingly and voluntarily executed the
Agreement as of the day and year first written above.

    


     

    ANDREW
ZIMMERMAN                                                                                                                   GALAXY GAMING,
INC.

    


    


    


    /s/Andrew Zimmerman                                             /s/Robert Saucier

    Signature                                                                                                              Robert Saucier, Chief Executive
Officer

    


    


    


    Ratified
by the Board of Directors:

    


    


    


    /s/Robert Saucier                                                                                                                 November 12, 2009

    Robert
Saucier, Chairman of the
Board                                                                                                Date