Exhibit
10.33


 


EMPLOYMENT
AGREEMENT


OF


STACIE
L. BROWN


 


 


THIS EMPLOYMENT AGREEMENT of STACIE L. BROWN (this
“Agreement”) is entered into this 20th day of July 2001, and for all
intents and purposes is effective as of the 20th day of July 2001,
(the “Effective Date”) by and between VENDINGDATA CORPORATION, a Nevada
corporation (the “Company”) and STACIE L. BROWN (the “Employee”).


 


RECITALS


 


WHEREAS, the Employee is currently the Company’s
Corporate Counsel, and the Company desires to retain the services of the
Employee under the terms and conditions of this Agreement;


 


WHEREAS, the Employee and the Company will receive
benefits from this Agreement, and as such, each agrees to be bound under the
terms and conditions of this Agreement, including the non-competition and
non-disclosure provisions contained herein;


 


WHEREAS, the Company desires the knowledge, skills and
ability of the Employee for the benefit of the Company;


 


WHEREAS, the Employee wishes to be retained by the
Company in accordance with the terms of this Agreement;


 


WHEREAS, the Employee recognizes the legitimate need
of the Company for protection of its confidential information; and


 


WHEREAS, the Company recognizes and acknowledges the
value of the Employee’s services and deems it necessary and desirable to retain
the Employee’s services for the period herein described.


 


NOW THEREFORE, in consideration of the mutual promises
set forth herein, the Company and the Employee agree as follows:


 


1.             Employment.  The Company hereby retains the Employee upon
the terms and conditions hereinafter set forth, and the Employee hereby accepts
said terms and conditions.


 


2.             Term and Renewal.  Except as otherwise provided, this Agreement
shall commence as of July 20, 2001, and continue for a term of two (2) years,
subject to the early termination provisions of Article 8.  Upon the expiration of this Agreement, this
Agreement shall be considered renewed for regular successive one (1) year terms
unless either party submits a notice of termination not less than thirty (30)
days prior to the end of the preceding period.


 


3.             Duties.  The Company hereby retains the Employee as
Corporate Counsel, and the Employee hereby promises to perform the duties
related thereto and to perform such other duties as the Company may, from time
to time, assign.  As directed by the
appropriate representative(s) of the Company, the Employee shall also render
services for and perform duties for entities related to the Company and for
persons or entities having a contractual relationship with the Company
requiring the Company to provide such services.  The Employee shall perform all of these duties at such place or
places and at such times as the Company shall in good faith require and as the
interest, needs, business, or opportunity of the Company shall require.  The Company retains the right to supervise
the Employee in the performance of her duties.


 


4.             Time and Efforts
of Employee.  So long as this
Agreement continues in effect, the Employee promises to devote her time and
energies to the business affairs of the Company as necessary to achieve the
business objectives of the Company, to use her best efforts, skills, and
abilities to promote the Company’s interest, to perform


 


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the duties described in Article 3 of this Agreement, and to perform
such other duties as may be assigned to her by the Company.


 


5.             Compensation and
Benefits.


 


5.1           Compensation.  For all services rendered by the Employee
under this Agreement and the Employee’s obligations under Articles 6 and 7
herein, the Employee shall be compensated as follows:


 


(a)      Base
Salary.  From the Effective Date
through August 31, 2001, the Employee shall receive the salary in effect as of
the Effective Date.  Beginning September
1, 2001, the Employee shall receive a “Base Salary” of not less than One
Hundred Fifteen Thousand Dollars ($115,000) for each calendar year during the
term of this Agreement, or until such time as a new Base Salary is
negotiated.  The Base Salary shall be
reviewed and increased at least on an annual basis, or more frequently, and
shall be payable in equal semi-monthly installments.


 


(b)     Stock
Options.  In addition to the Base
Salary, the Employee shall receive “Stock Options” to purchase one hundred
forty-five thousand (145,000) shares of the Company’s $.001 par value common
stock (“Shares”) under the following terms and conditions:


 


(i)      Upon the
Effective Date of this Agreement, the Employee shall have a vested right to
acquire thirty-five thousand (35,000) Shares at Two Dollars and Sixty Cents
($2.60) per Share and thirty-six thousand (36,000) Shares at Thirty-Five Cents
($.35) per Share.


 


(ii)     Upon the
Employee fulfilling her obligations through the first year of the term of this
Agreement, the Employee shall have the right to acquire up to an additional
thirty-seven thousand (37,000) Shares at Thirty-Five Cents ($.35) per
Share.  The Stock Options to be issued
under this subparagraph shall be vested in the Employee on the one year anniversary
of this Agreement, subject to the requirement that Employee continue to be
employed by the Company on the one year anniversary of this Agreement.


 


(iii)    Upon the
Employee fulfilling her obligations, though the second year of the term of this
Agreement, the Employee shall have the right to acquire up to an additional
thirty-seven thousand (37,000) Shares at Thirty-Five Cents ($.35) per
Share.  The Stock Options to be issued
under this subparagraph shall be vested in the Employee on the second year
anniversary of this Agreement, subject to the requirement that Employee
continue to be employed by the Company on the second year anniversary of this
Agreement.


 


(iv)    The Stock
Options must be exercised within five (5) years from the date the Employee’s
rights are vested hereunder.  The Shares
will be issued within thirty (30) days after the Employee notifies the Company
of her intent to exercise the options under this Agreement and tenders the
purchase price to the Company.  The
Company offers no warranty as to the tradability of the Shares or as to whether
such Shares will be registered with the Securities and Exchange Commission.


 


(v)     If the
Company is to be sold, the portion of the Stock Options granted pursuant to
paragraph 5.1(b)(i-iii) of this Agreement that have not yet vested shall vest in
the Employee thirty (30) days prior to such sale.


 


(vi)    If the
Company is sold, all of the Stock Options granted to the Employee by virtue of
paragraph 5.1(b) must be exercised as of the last business day prior to the
sale of the Company, unless the Employee and the purchaser of the Company agree
otherwise.


 


(vii)   For purposes
of paragraph 5(b)(v) hereof, the Company shall notify the Employee in writing
of (1) the impending sale, (2) the right of the Employee to exercise the Stock
Options, and (3) the terms and conditions of the proposed sale of the
Company.  For purposes of this
Agreement, the Company shall be deemed sold if substantially all of its assets
are sold, including patents and goodwill, or the Company’s stock is sold or
transferred causing the person or persons who currently have majority control
of the Company to be the beneficial owners of less than twenty (20%) of the
issued and outstanding stock of the Company. 
This paragraph does not apply to transfers of stock of the Company: (1)
by an assignment to a revocable living trust in which the holder is and remains
a trustee and a beneficiary, or (2) by reason of


 


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death of the holder.  It is within the Employee’s discretion to
exercise the Stock Options prior to the proposed sale.  Any Stock Options vested in this
subparagraph shall remain vested in the Employee, whether or not they are
exercised before the sale, under the terms of subparagraph (iv).


 


5.2           Payment of
Compensation.   All payments made
hereunder shall be made to the Employee, unless the Employee notifies the
Company otherwise.


 


5.3           Other Benefits.  The Employee shall be entitled to
participate on a reasonable basis in any deferred compensation, medical
reimbursement, pension, profit sharing, thrift, savings, vacation, group
insurance, or other plan or program, and to receive any other benefits for
which she is eligible and which the Company may provide for her or for its
employees generally.


 


6.             Confidential
Information


 


6.1           Disclosure of
Confidential Information.


 


(a)      Definition.  “Confidential Information” shall mean and
include: (i) all records of the accounts of customers, route books, customer
lists, and any other records and books relating in any matter to the customers
and/or suppliers of the Company (whether such records, books, or lists are
prepared by the Employee or otherwise come into the possession or use of the
Employee); (ii) any product information, technical data, know-how,
specifications, processes, drawing, sketches, formulas, computations, and any
other information of any kind whatsoever, whether written or not, concerning
any process, manufacture, composition of matter, plant, design, idea, method,
system, or plan in which the Company has a possessory interest and which
becomes known to Employee; and (iii) any accounting, sales, advertising,
marketing or management information, methods or techniques, any business plans,
any computer programs and routines of the Company and any other information of
any kind whatsoever, whether written or not, concerning, directly or
indirectly, the Company, its plans, programs or operations, which information
is not generally known in the businesses or industries in which the Company is
or may become engaged during Employee’s period of employment with the Company
or during the term of this Agreement.


 


(b)      Restriction
on use.  Any Confidential
Information received or developed by the Employee shall be used only in the
Employee’s conduct of the Company’s business. 
The Confidential Information shall not be used by the Employee for any
other purpose unless otherwise directed or authorized in writing by the Board
of Directors.  The Employee acknowledges
that the Company’s primary assets consist of its gaming products and
accessories.  Any unauthorized
disclosure of the design or marketing of these products by the Employee shall
violate this Agreement.


 


(c)      Protection
of Confidential Information.  The
Company and the Employee expressly recognize and acknowledge that any
Confidential Information disclosed to or developed by Employee will not, at any
time either during or after the term of this Agreement, in any manner, either
directly or indirectly, be divulged, disclosed, or communicated to any person,
firm or corporation, or any other business entity by the Employee, nor shall
the Employee use for her own benefit for any purpose other than the exclusive
benefit of the Company, its subsidiaries, successors, or assigns, Confidential
Information or any information whatsoever concerning matters effecting or
relating to the business of the Company which the Employee knows or has reason
to know would be valuable to competitors or potential competitors of the
Company, including, but not limited to, Confidential Information or information
relating to the Company’s relationships with actual or potential customers or
suppliers and to the needs and requirements of any such actual or potential
customers.  Furthermore, but not by way
of limitation of the foregoing, the Employee shall not: (i) make known to any
firm, person or corporation the names or addresses of any of the customers of
the Company or any other information pertaining to them; or (ii) call on,
solicit, or take away or attempt to call on, solicit, or take away any of the
customers of the Company on whom the Employee called or with whom he became
acquainted during her tenure with the Company, either for herself or for any
other person, firm or corporation.


 


6.2           Books and Records.   The Employee further promises that she
shall not, without the prior written approval of the Company, make copies of
any books, drawings, documents, records, or other written or printed,
photographic, encoded, taped, electrostatically or electromagnetically encoded
data or information of whatever


 


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nature (the “Documents”) of the Company; that she shall not, without
the prior written approval of the Company, remove any of the foregoing from the
premises of the Company, and that he shall not, without the prior written
approval of the Company, make available to third parties access to the
Documents of the Company.  The Employee
agrees that all records and books relating in any manner whatsoever to the
customers (whether actual or potential) of the Company, whether prepared by the
Employee or otherwise coming into her possession, shall be the exclusive
property of the Company regardless of who actually purchased or created the
original book or record.  All such books
and records shall be immediately returned to the Company by the Employee upon
any termination of this Agreement.  If
the Employee purchases an original book or record, she shall immediately inform
the Company, which shall immediately reimburse the Employee.


 


6.3           Limitation.   Nothing contained in this Article or in any
other part of this Agreement shall restrict the ability of the Employee to
make, with the written consent of the Company and in the ordinary course of her
employment, such disclosures as may be necessary or appropriate for the
effective and efficient discharge of her duties to the Company.


 


6.4           Term.  Notwithstanding any other provision of this
Agreement, the provisions of this Article 6 shall continue in full force and
effect following the expiration or termination of this Agreement.


 


7.             Employee’s Covenant
Not To Compete


 


7.1           Covenant Not to
Compete.


 


(a)      General.  The Company and the Employee expressly
recognize and acknowledge that the Company is engaged in a business which is
highly competitive, that any knowledge of the Company’s Confidential Information
or business affairs would give a competitor or potential competitor an unfair
competitive advantage over the Company, that consulting or employment, directly
or indirectly, of the Employee anywhere in the area in which the Company
conducts its business (including, but not limited to gaming and non-gaming,
security and productivity equipment and products) would give to such competitor
an unfair competitive advantage, and that the Employee possesses valuable
skills and knowledge.  In recognition of
the aforementioned, the Employee and the Company hereby expressly agree that
the restrictions on competition by the Employee contained in this Article 7 are
reasonable, will not overburden the Employee, and are in the best interests of
both the Employee and the Company.


 


(b)      Time
Period and Area Covered.   The
Employee promises that, during the term of this Agreement, as set forth in
Article 2 hereof, she shall not, either directly or indirectly, engage in
competition with the Company, or with any subsidiary, successor or appointee of
the Company, as constituted during the term of this Agreement as of her
resignation, departure, discharge or termination with the Company in Nevada,
and within a fifty (50) mile radius of any other: (i) place of business
operated by the Company or (ii) location, establishment or business where the
equipment, product, or technology of the Company is operating as of such
date.  The Employee acknowledges that
the Company’s business is national and international in scope and that the solicitation
of the Company’s domestic or international clients in competition with the
Company is a violation of this Agreement.


 


(c)      Affiliations
Covered.  The Employee further
promises that, during the term of this Agreement, as set forth in Article 2 hereof,
she shall not engage, directly or indirectly, as a proprietor, partner,
shareholder, director, officer, employee, agent, or in any other capacity or
manner whatsoever, in any business activity competitive with the business of
the Company or of any subsidiary, successor or appointee of the Company, as
constituted during her employment.


 


(d)      Board of
Directors Approval.  Either or both
of the provisions contained in Subsections (b) and (c) above may be waived at
any time in writing by the Board of Directors of the Company, in its sole
discretion.  No such waiver shall be
considered as a waiver of any other term, covenant or provision of this
Agreement, nor shall it be considered a waiver of any subsequent action by the
Employee.


 


7.2           Limitation.  Nothing contained in this Article 7 shall
prevent the Employee from purchasing or causing or permitting to be purchased
for her direct or indirect benefit, securities of any corporation whose
securities are regularly traded on any national or regional securities exchange;
provided, however, that such purchase must not, without the written approval of
the Company, result in the direct or indirect beneficial ownership of more than
one


 


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percent of any outstanding class of equity securities of any
corporation engaged directly or indirectly in any trade or business activities
competitive with that carried on by the Company.


 


8.             Termination


 


8.1           Grounds for
Termination.  This Agreement shall
terminate as it relates to the Employee upon the first to occur of the
following events:


 


(a)      The death
of the Employee;


 


(b)      Immediately
upon five (5) days written notice from the Company to the Employee “for
cause”.  “For cause” is defined as:


 


(i)   a breach of the terms and conditions of
this Agreement by the Employee (other than a breach described in subparagraph
8.1(b)(ii) herein below), including the performance of the Employee’s
obligations and duties hereunder, which remains uncured for a period of twenty
(20) days after written notice by the Company to the Employee of any such
breach; or


 


(ii)   a breach of the terms and conditions of
this Agreement by the Employee, which consists of dishonest or criminal
conduct, or which constitutes gross negligence by the Employee in failing to
perform her duties and obligations under this Agreement.


 


(c)      Upon the
passing of fifteen (15) days after notice from the Company to the Employee of a
bona fide decision by the Company to terminate its business.


 


8.2           Severance Pay.  If this Agreement is terminated for any
reason, other than for a reason under Section 8.1, the Company shall pay the
Employee, upon termination, severance pay in a one time lump sum equal to seven
(7) months of the Employee’s Base Salary in effect at the time of severance.


 


8.3           Effect of
Termination on Stock Options.  Under
no circumstances shall the Employee be entitled to any Stock Option that has
not vested or accrued prior to the Employee’s termination.


 


8.4           Effect of
Termination on Articles 6 and 7.  
Notwithstanding the provisions of this Article, the provisions of
Articles 6 and 7 will not terminate upon the occurrence of an event described
above, but will continue in full force and effect for the periods described in
those Articles.  The severance pay shall
constitute additional consideration for the enforcement of such provisions.


 


9.             Miscellaneous


 


9.1           Assignment of
Agreement.  The knowledge and skills
of the Employee are unique, and her services bargained for by this Agreement
may not be delegated by the Employee to any other person.  This Agreement shall inure to the benefit of
and be binding upon the Employee and her testate or intestate distributees, and
the Company, its successors and assigns including, without limitation, any
person, partnership, trust, corporation or other legal entity which may acquire
all or substantially all of the Company’s assets or which may acquire a
controlling interest, either direct or beneficial, in the Company or with or
into which the Company may be consolidated or merged.  As used in this Agreement, the term “Company”, shall include any
such successors or assignees.


 


9.2           Remedies.   It is agreed that any breach of Article 6
or 7 of this Agreement by the Employee will result in irreparable injury to the
Company and will authorize recourse by the Company to equitable remedies,
including, but not limited to, affirmative or negative injunctive relief.  It is further agreed that in the event of
such breach, violation, or evasion of any of the Articles hereinbefore
mentioned, or of any other Article herein, the Company may forthwith terminate
this Agreement and thereafter be released from all claims of the Employee
hereunder, provided, however, that such a termination shall not release the
Employee from any warrant, covenant, term, or condition under Articles 6 or 7
of this Agreement.  Nothing contained
herein shall be deemed to obligate the Company to undertake such termination,
and nothing contained herein shall be deemed to preclude the Company


 


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from pursuing any remedy, whether legal or equitable, which is
available to it in the event of any breach, violation or evasion of any Article
of this Agreement.


 


9.3           Enforcement Costs.   The prevailing party shall be entitled to
all costs of enforcing this Agreement, regardless of whether an action at law
or in equity is commenced or maintained, including but not limited to, court
costs and reasonable attorneys’ fees.


 


9.4           Waiver of Breach.   The waiver of the breach of any term or
condition of this Agreement shall not be deemed to constitute the waiver of any
other or subsequent breach of the same or any other terms or conditions.


 


9.5           Severability.   All terms and conditions contained in this
Agreement are severable, and in the event that any of them shall be held or
considered to be unenforceable by any court of competent jurisdiction, this
Agreement shall be interpreted as if such unenforceable term or condition was
not contained herein.


 


9.6           Applicable Law.   This Agreement shall be governed by and
interpreted according to the laws of the State of Nevada. Each party submits to
the personal jurisdiction of all courts, whether Federal or State, within
Nevada, and agrees that any action pertaining to this Agreement shall be
brought in a court in Clark County, Nevada.


 


9.7           Notice.  Any notice required or permitted to be given
under this Agreement shall be sufficient if in writing, and if sent by
registered mail to her last residence as recorded on the records of the Company
in the case of the Employee, or to the principal office of the Company, in the
case of the Company.


 


9.8           Modification of
Agreement.  No waiver or
modification of this Agreement or of any terms or conditions contained herein
shall be valid unless in writing and signed by the parties hereto.


 


9.9           Gender, Number, Etc.   Where applicable, the singular includes the
plural, the masculine includes the feminine, and vice versa.


 


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


 


 


	
   

  	
   

  	
  VENDINGDATA CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  /s/Steven J. Blad

  	
   

  
	
   

  	
   

  	
   

  	
  Steven J. Blad

  	
   

  
	
   

  	
   

  	
  Its:

  	
  President & Chief
  Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/Stacie L. Brown

  	
   

  
	
   

  	
   

  	
  Stacie L. Brown

  	
   

  



 


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