**Exhibit10.45**

 
| **Peter Zee**   | **Executive Employment Agreement** |
|-----------------|------------------------------------|
| **VendingData** | **October 3rd 2005**               |

 

**EMPLOYMENT AGREEMENT**

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the 3rdday of October, 2005, between VendingData Corporation, a Nevada corporation(together with its successors or assigns as permitted under this Agreement, the“Company”), and Peter Zee, an individual (the “Executive”).

 

**RECITALS**

 

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

 

In consideration of the mutual covenants and for othergood 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 inSection 4 below subject to such increases as may be made from time totime.

 

(b)           *“Cause”* shallmean:

 

(i)            the conviction of (including any act as a result of pleadingnolo contendere) or entry of judgment against the Executive by a civil orcriminal court of competent jurisdiction of a felony, or any other offense orwrongdoing involving embezzlement, fraud, misappropriation of funds, any act ofmoral turpitude or dishonesty;

 

(ii)           theindictment of the Executive by a state or federal grand jury or the filing of acriminal complaint or information for a felony, or any other offense involvingembezzlement, fraud, misappropriation of funds, any act of moral turpitude ordishonesty, unless such indictment or filing is dismissed within one hundredeighty (180) days from the date of such indictment or filing.  The Boardmay elect to suspend and extend the Term of Employment by such one hundredeighty (180) day period or the number of days actually taken by the Executiveto dismiss such indictment or filing, whichever is less; provided that theExecutive notifies the Company in writing that the Executive intends to contestin good faith such indictment or filing and pursues the dismissal of suchindictment or filing with reasonable diligence.  During such period ofsuspension, Executive may be relieved of duties, but shall be entitled toreceive Base Salary;

 

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

 

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

 

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(v)           theengagement by the Executive in willful and continued misconduct, or the Executive’swillful and continued failure to substantially perform the Executive’sobligations;

 

(vi)          theuse by the Executive of alcohol or any controlled substance to an extent thatit interferes, in the sole discretion of the Board, on a continuing and materialbasis with the performance of the Executive’s duties under the Agreement;

 

(vii)         thewillful, unauthorized disclosure by the Executive of Confidential Information,as defined in Section 12, concerning the Company or any Subsidiary, unlesssuch disclosure was (A) believed in good faith by the Executive to beappropriate in the course of properly carrying out duties under the Agreement,or (B) required by an order of a court having jurisdiction over thesubject matter or a summons, subpoena or order in the nature thereof of anylegislative body (including any committee thereof) or any governmental oradministrative agency;

 

(viii)        performanceof services by the Executive, other than in the course of properly carrying outhis or her duties under the Agreement and as otherwise provided herein, for anyother corporation or person that competes with the Company while the Executiveis employed by the Company

 

(ix)           misconductin 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 anytransaction entered into on behalf of the Company, misrepresentation to theCompany, or any violation of law or regulations on Company premises or to whichthe Company is subject;

 

(x)            commissionby Executive of an act involving moral turpitude, dishonesty, theft orunethical business conduct, or conduct which impairs or injures the reputationof, or harms, the Company;

 

(xi)           disloyaltyby Executive, including without limitation, aiding a competitor;

 

(xii)          anybreach of this Agreement or Company rules; or

 

(xiii)         anyother bad act or misconduct by Executive;

 

(c)           *“Change in Control”*means, and shall be deemed to occur upon the happening of the acquisition,directly or indirectly, in a single transaction or a series of relatedtransactions by any person resulting in the beneficial ownership of 50% or moreof the combined voting power of the then outstanding voting securities of theCompany entitled to vote;

 

(d)           *“Term of Employment”* shall mean the initial two-year periodspecified in Section 2 below and if, but only if, automatically renewed asprovided in Section 2, shall include the period of such renewal.

 

(e)           *“Voting Securities”* means securities of the Company, theholders of which are entitled to vote for the election of directors.

 

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# **2.**                                      TERM OF EMPLOYMENT

# ** **

(a)           TheCompany hereby employs the Executive, and the Executive hereby acceptsemployment with the Company, in the position and with the duties andresponsibilities as set forth in Section 3 below for the Term ofEmployment, subject to the terms and conditions of the Agreement.

 

(b)           Theinitial Term of Employment shall commence on October 3rd, 2005 and shallterminate on September 30, 2007, unless terminated earlier as provided inSection 8; provided that the Term of Employment shall automatically renewfor successive one-year periods unless (i) it has sooner terminated asprovided in Section 8 or (ii) either party has notified the other inwriting at least thirty (30) days prior to the otherwise scheduled expirationof the Term of Employment that such Term of Employment shall not so renew.

 

# **3.**                                      POSITION, DUTIES AND AUTHORITIES

# ** **

During the Term of Employment, the Executive shall beemployed as the Vice President of Engineering and Manufacturing of the Company.Subject to supervision and in accordance with the policies and directivesestablished by the Chief Executive Officer, the Executive’s duties andresponsibilities shall include those duties set forth on Exhibit ‘A’, attachedhereto, and such other duties, responsibilities and authorities customarilyassociated with such positions.

 

# **4.**                                      BASE SALARY

# ** **

During the Term of Employment, the Executive shall bepaid by the Company a Base Salary payable no less frequently than in equalmonthly installments at an annualized rate of $175,000.00; subject to increaseas may be determined by the Company within its sole discretion.

 

# **5.**                                      OPTIONS

# ** **

Executive will receive options (“Options”) to purchase150,000 shares of the Company’s common stock at an exercise price of $1.34 pershare, which options shall be exercisable upon a Change in Control, and whichOptions vest upon a Change in Control. Except for any conflicting provisions inthis Agreement, which shall prevail, the Options shall be issued under andgoverned by the terms of the Company’s 1999 Stock Option Plan. These Optionsare intended to benefit Executive upon a Change in Control, and are in additionto stock options already granted to Executive in connection with Executive’semployment.

 

# **6.**                                      BONUS

# ** **

The Executive will be entitled to receive aperformance-based bonus of up to 50% of the Executive’s annual Base Salary forthe calendar year commencing January 1, 2006 and for each calendar year duringthe remainder of the Term of Employment. The performance bonus shall be subjectto the Executive’s satisfaction of certain performance goals determined by theChief Executive Officer. Prior to January 1, 2006 and the commencement of eachcalendar year thereafter during the remainder of the Term of Employment, theChief Executive Officer shall determine, in that Officer’s sole and absolutediscretion, the performance goals for the Executive and deliver a writtendescription of those goals to Executive. The written description shall beincorporated into and become a part of this Agreement. All payments of bonusesearned during any calendar year shall be due and payable no later than March 31stof the following year. The determination of whether the Executive has satisfiedthe performance goals shall be made by the Board of Directors in its reasonablediscretion.

 

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# **7.**                                      EMPLOYEE BENEFIT PROGRAMS

# ** **

During the Term of Employment, the Executive and hisdependents shall be entitled to participate in, at the Company’s expense,whatever employee benefit plans the Company endorses to obtain, if any, such asmedical, surgical, hospitalization, dental and visual insurance coverage. TheCompany will pay all expenses for these insurance program(s) or plan(s).

 

# **8.**                                      TERMINATION OF EMPLOYMENT

# ** **

(a)           *Termination by the Company for Cause*. At any time afterlearning of an event constituting Cause, the Company may elect to give theExecutive written notice of its intention to terminate for Cause, specifying insuch notice the event forming the basis for Cause. Termination shall beeffective immediately upon delivery of notice hereunder. In the event theExecutive’s employment is terminated by the Company for Cause, the Executiveshall be entitled only to:

 

(i)            BaseSalary, at the rate in effect at the time of termination, accrued and payablethrough the date of termination of employment;

 

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

 

(iii)          anyother compensation and benefits accrued and to which the Executive is entitledunder applicable plans, programs and agreements of the Company as of the dateof termination of employment.

 

The Executive’sentitlement to the foregoing shall be without prejudice to the right of theCompany to claim or sue for any damages or other legal or equitable remedy towhich 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 Without Cause*. In the event the Executive’semployment is terminated by the Company without Cause (which shall not includea termination pursuant to Section 8(a)), the Executive shall be entitled onlyto those items described in the subsections (i) through (vi) below. TerminationWithout Cause shall be effective immediately, unless a later date is stated,upon delivery of a written notice of such termination from the Company to theExecutive.

 

(i)            BaseSalary, at the rate in effect at the time of termination, accrued and payablethrough the date of termination of employment;

 

(ii)           anamount equal to the greater of (a) the Base Salary owing over the balance ofthe term of this agreement or (b) 12 months’ Base Salary (Base Salary as usedin this section shall be determined at the rate of compensation in effect as ofthe date of termination Without Cause) (the “Base Salary Termination Payment”);

 

(iii)          inlieu of any bonus under Section 6, an amount equal to 50% of the Base SalaryTermination Payment;

 

(iv)          reimbursementfor expenses incurred but not yet reimbursed by the Company;

 

(v)           anyamounts due to the Executive under Section 9; and

 

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(vi)          anyother compensation and benefits accrued and to which the Executive is entitledunder applicable plans, programs and agreements of the Company as of the dateof Termination Without Cause.

 

(c)           *Voluntary Termination*. A “Voluntary Termination” shall meana termination of employment by the Executive on his own initiative other than atermination under Section 8(a) or 8(b). In the event of a VoluntaryTermination, the Executive shall be entitled only to:

 

(i)            BaseSalary, at the rate in effect at the time of termination, accrued and payablethrough the date of termination of employment;

 

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

 

(iii)          anyother compensation and benefits accrued and to which the Executive is entitledunder applicable plans, programs and agreements of the Company.

 

A VoluntaryTermination shall not, solely due to a Voluntary Termination, be deemed abreach of this Agreement and shall be effective upon the expiration of 30 daysafter written notice is delivered to the Company, unless another period of timeis agreed to in writing by the Parties.

 

(d)           *No Mitigation; No Offset*. In the event of any termination ofthe Executive’s employment under the Agreement without Cause, the Executiveshall be under no obligation to seek other employment, and there shall be nooffset against amounts due the Executive under the Agreement on account of anyremuneration attributable to any subsequent employment that the Executive mayobtain.

 

(e)           *Nature of Payments*. Any amounts due the Executive under theAgreement in the event of any termination of employment with the Company are inthe nature of severance payments, or liquidated damages which contemplate bothdirect damages and consequential damages that the Executive may suffer as aresult of the termination of employment, or both, and are not in the nature ofa penalty.

 

# **9.**                                      PAYMENTS IN CASE OF CHANGE IN CONTROL

# ** **

Upon a Change in Control, as such term is definedherein, and in addition to any other payments to which Executive is entitledunder Section 8 or any other provision of this Agreement, Executive shall beentitled to:

 

(i)            anamount equal to 12 months’ Base Salary in effect as of the effective date ofthe Change in Control; and

 

(ii)           anamount equal to 50% of the annual Base Salary in effect as of the effectivedate of the Change in Control.

 

# **10.**                               CONDITIONS OF ENTITLEMENT TO PAYMENT

# ** **

# **Theconsideration described in Section 8(b)(i) and (ii) and Section 9 are due andowing if and only if all of the conditions set forth in this Section 10 aresatisfied:**

# ** **

(a)           Executivemust have signed and delivered to the Chairman of the Board of the Company uponthe termination of employment a release in substantially the form attached asExhibit B (the “Release”) subject to the timing and effectiveness requirementsset forth in the Release; Executive must

 

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have substantiallycomplied with all written contractual obligations owed to the Company,including without limitation obligations of Executive under this Agreement. Thissubpart (a) is applicable to payments under Section 9 only if prior to theChange in Control the Executive has received notice of termination withoutCause to take effect upon the Change in Control or within 30 days thereafter.

 

(b)           Nocash payments shall be due or owing to Executive under this Agreement if theCompany is (i) out of compliance with any covenants imposed by its seniorlenders and such lenders have failed to waive the non-compliance or grant aforbearance, or (ii) is insolvent, or (iii), in the good faith discretion ofthe Board of Directors of the Company, any such payment or payments, by itselfor when combined with any other obligations of the Company, would cause theCompany to be out of compliance with such covenants (and the Board of Directorsin its sole judgment has determined that it is unlikely that its senior lenderswill waive the non-compliance or grant a forbearance) or insolvent. In theevent of application of (i), (ii) or (iii) above, the cash payment shall bebecome due and owing and shall be paid promptly after the Board of Directors inits good faith determines that sections (i), (ii) and (iii) cease to apply.

 

(c)           Nopayments shall have been made previously under this Agreement with regard to aprior Change in Control.

 

# **11.**                               COVENANT NOT TO COMPETE

# ** **

In the event of a termination of this Agreement priorto the scheduled expiration of the Term of Employment, the Executive shall not,for the remaining Term of Employment or 12 months, whichever is longer, engagein competition with the Company. For purposes of this Section 11, theExecutive shall be engaging in competition with the Company if the Executiveengages in the manufacture of playing card shufflers, playing card readersand/or playing card deck setters in Clark County, Nevada or any other locationin which the Company is engaging in business at the time of the termination ofthe Executive’s employment, whether as an employee, executive, partner,principal, agent, representative, stockholder or consultant (other than as aholder of not more than a 10% equity interest) or in any other corporate or anycapacity, so long as the Company is engaged in business in the location inquestion.

 

# **12.**                               COVENANTS TO PROTECT CONFIDENTIAL INFORMATION

# ** **

The Executive shall not, during the Term of Employmentor anytime thereafter, without prior written consent of the Company, divulge,publish or otherwise disclose to any other person any Confidential Informationregarding the Company except in the course of carrying out the Executive’sresponsibilities on behalf of the Company (e.g., providing information to theCompany’s attorneys, accountants, bankers, etc.) or if required to do sopursuant to the order of a court having jurisdiction over the subject matter ora summons, subpoena or order in the nature thereof of any legislative body(including any committee thereof and any litigation or dispute resolutionmethod against the Company related to or arising out of this Agreement) or anygovernmental or administrative agency. For this purpose, ConfidentialInformation shall include, but is not limited to, the Company’s financialposition and results of operations, trades secrets and intellectual property,products and product development plans, marketing and promotional plans andstrategies, customer lists and customer data bases. Confidential Informationdoes not include information that is generally available to the public otherthan through a breach of the Agreement on the part of the Executive.

 

# **13.**                               NON-SOLICITATION

# ** **

Except with the prior written consent of the Company,Executive shall not solicit customers, clients, or employees of the Company orany of its affiliates for a period of twelve (12) months after the

 

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date of the expiration ortermination of this Agreement. Without limiting the generality of theforegoing, Executive will not, for a period of twelve (12) months after thedate of the expiration or termination of this Agreement, willfully canvas orsolicit any such business in competition with the business of the Company fromany customers of the Company with whom Executive had contact during, or ofwhich Executive had knowledge solely as a result of, his performance ofservices for the Company pursuant to this Agreement. Executive will not, for aperiod of twelve (12) months after the date of the expiration or termination ofthis Agreement, directly or indirectly request, induce or advise any customersof the Company with whom Executive had contact during the term of thisAgreement to withdraw, curtail or cancel their business with the Company. Executivewill not, for a period of twelve (12) months after the date of the expirationor termination of this Agreement, induce or attempt to induce any employee ofthe Company to terminate his/her employment with the Company.

 

# **14.**                               REMEDIES

# ** **

(a)           Executiveacknowledges and agrees that immediate and irreparable harm, for which damageswould be an inadequate remedy, would occur in the event any of the provisionsof Sections 11, 12 and 13 of this Agreement were not performed in accordancewith their specific terms or were otherwise breached. Accordingly, Executiveagrees that Company shall be entitled to an injunction or injunctions toprevent breaches of such provisions of this Agreement and to enforcespecifically the terms and provisions thereof without the necessity of provingactual damages or securing or posting any bond or providing prior notice, inaddition to any other remedy to which it may be entitled at law or equity.

 

(b)           Nothingherein contained is intended to waive or diminish any rights Company may haveat law or in equity at any time to protect and defend its legitimate propertyinterests (including its business relationship with third parties), theforegoing provisions being intended to be in addition to and not in derogationor limitation of any other rights the Company may have at law or equity.

 

(c)           Executiveshall have no rights, remedies or claims for damages, at law, in equity orotherwise with respect to any termination of Executive’s employment by theCompany other than as set forth in Section 8 of this Agreement.

 

# **15.**                               REPRESENTATION

# ** **

The Company and the Executive respectively representand warrant to each other that each respectively is fully authorized andempowered to enter into the Agreement and that their entering into theAgreement and the performance of their respective obligations under theAgreement will not violate any agreement between the Company or the Executiverespectively and any other person, firm or organization or any law orgovernmental regulation.

 

# **16.**                               ENTIRE AGREEMENT

# ** **

This Agreement contains the entire agreement betweenthe Parties and supersedes all prior agreements, understandings, discussions,negotiations and undertakings, whether written or oral, between the Parties.

 

# **17.**                               AMENDMENT OR WAIVER

# ** **

This Agreement cannot be changed, modified or amendedwithout the consent in writing of both the Executive and the Company. No waiverby either Party at any time of any breach by the other Party of any conditionor provision of the Agreement shall be deemed a waiver of a similar ordissimilar

 

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condition or provision atthe same or at any prior or subsequent time. Any waiver must be in writing andsigned by the Executive or an authorized officer of the Company, as the casemay be.

 

# **18.**                               SEVERABILITY

# ** **

The provisions of this Agreement shall be severableand the invalidity, illegality or unenforceability of any provision of thisAgreement shall not affect, impair or render unenforceable this Agreement orany 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 competentjurisdiction as invalid, illegal or otherwise unenforceable, but such provisionmay be made enforceable by a limitation or reduction of its scope, the Partiesagree to abide by such limitation or reduction as may be necessary so that saidprovision shall be enforceable to the fullest extent permitted by law. TheParties further intend to and hereby confer jurisdiction to enforce thecovenants contained in Sections 11, 12 and 13 (the “Restrictive Covenants”)upon the courts of any jurisdiction within the geographical scope of suchRestrictive Covenants. If the courts of any one or more of such jurisdictionshold any Restrictive Covenant unenforceable by reason of the breadth of suchscope or otherwise, it is the intention of the Company and Executive that suchdetermination not bar or in any way affect the right of the Company to therelief provided for in this section in the courts of any other jurisdictionwithin the geographical scope of such Restrictive Covenant as to breaches ofsuch Restrictive Covenant in such other respective jurisdictions (suchRestrictive Covenant as it relates to each jurisdiction being, for thispurpose, severable into diverse and independent covenants).

 

# **19.**                               SURVIVAL

# ** **

The respective rights and obligations of the Partiesshall survive any termination of this Agreement to the extent necessary to theintended preservation of such rights and obligations.

 

# **20.**                               GOVERNING LAW

# ** **

This Agreement shall be governed by and construedunder the law of the State of Nevada, disregarding any principles of conflictsof law that would otherwise provide for the application of the substantive lawof another jurisdiction. The Parties each hereby consents to the jurisdictionand venue of the state courts of Clark County, Nevada and the United Statesdistrict courts with jurisdiction in Nevada with respect to any matter arisingout of or relating to this Agreement other than matters that are subject to thearbitration provisions of Section 21 of this Agreement.

 

# **21.**                               SETTLEMENT OF DISPUTES

# ** **

Except for equitable actions seeking to enforce theprovisions of Sections 11, 12 and 13 of this Agreement which may be brought bya court in any competent jurisdiction, in the event a dispute, claim orcontroversy 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 theDispute, attended by individuals with decision-making authority, to attempt ingood faith to negotiate a resolution of the Dispute prior to pursuing other availableremedies. If, within thirty (30) days after such meeting or after good faithattempts to schedule such a meeting have failed, the Parties have not succeededin negotiating a resolution of the Dispute, the Dispute shall be resolvedthrough final and binding arbitration to be held in Nevada in accordance withthe rules and procedures of the American Arbitration Association. Theprevailing party in such proceeding shall be entitled to recover the costs ofthe arbitration from the other party, including, without limitation, reasonableattorneys’ fees.

 

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# **22.**                               HEADINGS

# ** **

The headings of the paragraphs contained in thisAgreement are for convenience only and shall not be deemed to control or affectthe meaning or construction of any provision of this Agreement.

 

# **23.**                               COUNTERPARTS

# ** **

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

 

# **24.**                               TAXES

# ** **

The Compensation payable is stated in gross amountsand shall be subject to such withholding taxes and other taxes as may berequired by law.

 

# **25.**                               ACKNOWLEDGMENT

# ** **

The Executive acknowledges that he/she has been givena reasonable period of time to study this Agreement before signing it and hashad an opportunity to secure counsel of his/her own. The Executive certifiesthat he/she has fully read and completely understands the terms, nature, andeffect of this Agreement. The Executive further acknowledges that he/she isexecuting this Agreement freely, knowingly, and voluntarily and that theExecutive’s execution of this Agreement is not the result of any fraud, duress,mistake, or undue influence whatsoever. In executing this Agreement, theExecutive does not rely on any inducements, promises, or representations by theCompany other than that which is stated in this Agreement.

 

# **26.**                               WAIVER OF JURY TRIAL

# ** **

Each Party waives, to thefullest extent permitted by applicable law, any right it may have to a trial byjury in respect of any litigation arising out of or relating to this Agreementand Executive’s employment by the Company. Each Party (a) certifies that norepresentative, agent or attorney of the other Party has represented, expresslyor otherwise, that such other Party would not, in the event of litigation, seekto enforce the foregoing waiver and (b) acknowledges that it has been inducedto enter into this Agreement by, among other things, the mutual waivers andcertifications set forth in this section.

 

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IN WITNESS WHEREOF, the undersigned have executed theAgreement as of the date first written above.

 
| **VENDINGDATA CORPORATION**,  a Nevada corporation |                                  | **VENDINGDATA CORPORATION**,  a Nevada corporation |
|----------------------------------------------------|---------------------------------------|----------------------------------------------------|
| ** **                                         | ** **                            |                                               |
| ** **                                         | ** **                            |                                               |
| By:                                                |                                  |                                               | By: |   |
|                                               | Mark R. Newburg                       |                                               | James E. Crabbe |
| Its:                                               | Its: Executive Director  of the Board |                                               | Its: Chairman of the  Board |
|                                               |                                  |                                               |   |
| **EXECUTIVE**                                      | ** **                            | ** **                                         |
|                                               |                                  |                                               |
|                                               |                                  |                                               |
| Peter Zee                                          |                                  |                                               |

 

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