Exhibit
10.45


 


	
  Peter Zee

  	
  Executive Employment Agreement

  
	
  VendingData

  	
  October 3rd 2005

  



 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the 3rd
day 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 enter
into this Agreement embodying the terms of such employment and the Executive
desires to enter into this Agreement and to accept such employment.


 


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


 


1.                                      DEFINITIONS


 


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


 


(b)           “Cause” shall
mean:


 


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


 


(ii)           the
indictment of the Executive by a state or federal grand jury or the filing of a
criminal complaint or information for a felony, or any other offense involving
embezzlement, fraud, misappropriation of funds, any act of moral turpitude or
dishonesty, unless such indictment or filing is dismissed within one hundred
eighty (180) days from the date of such indictment or filing.  The Board
may elect to suspend and extend the Term of Employment by such one hundred
eighty (180) day period or the number of days actually taken by the Executive
to dismiss such indictment or filing, whichever is less; provided that the
Executive notifies the Company in writing that the Executive intends to contest
in good faith such indictment or filing and pursues the dismissal of such
indictment or filing with reasonable diligence.  During such period of
suspension, Executive may be relieved of duties, but shall be entitled to
receive Base Salary;


 


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


 


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


 


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


 


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


 


(vii)         the
willful, unauthorized disclosure by the Executive of Confidential Information,
as defined in Section 12, concerning the Company or any Subsidiary, unless
such disclosure was (A) believed in good faith by the Executive to be
appropriate in the course of properly carrying out duties under the Agreement,
or (B) required by an order of a court having jurisdiction over the
subject matter or a summons, subpoena or order in the nature thereof of any
legislative body (including any committee thereof) or any governmental or
administrative agency;


 


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


 


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


 


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


 


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


 


(xii)          any
breach of this Agreement or Company rules; or


 


(xiii)         any
other 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 related
transactions by any person resulting in the beneficial ownership of 50% or more
of the combined voting power of the then outstanding voting securities of the
Company entitled to vote;


 


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


 


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


 


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2.                                      TERM OF EMPLOYMENT


 


(a)           The
Company hereby employs the Executive, and the Executive hereby accepts
employment with the Company, in the position and with the duties and
responsibilities as set forth in Section 3 below for the Term of
Employment, subject to the terms and conditions of the Agreement.


 


(b)           The
initial Term of Employment shall commence on October 3rd, 2005 and shall
terminate on September 30, 2007, unless terminated earlier as provided in
Section 8; provided that the Term of Employment shall automatically renew
for successive one-year periods unless (i) it has sooner terminated as
provided in Section 8 or (ii) either party has notified the other in
writing at least thirty (30) days prior to the otherwise scheduled expiration
of 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 be
employed as the Vice President of Engineering and Manufacturing of the Company.
Subject to supervision and in accordance with the policies and directives
established by the Chief Executive Officer, the Executive’s duties and
responsibilities shall include those duties set forth on Exhibit ‘A’, attached
hereto, and such other duties, responsibilities and authorities customarily
associated with such positions.


 


4.                                      BASE SALARY


 


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


 


5.                                      OPTIONS


 


Executive will receive options (“Options”) to purchase
150,000 shares of the Company’s common stock at an exercise price of $1.34 per
share, which options shall be exercisable upon a Change in Control, and which
Options vest upon a Change in Control. Except for any conflicting provisions in
this Agreement, which shall prevail, the Options shall be issued under and
governed by the terms of the Company’s 1999 Stock Option Plan. These Options
are intended to benefit Executive upon a Change in Control, and are in addition
to stock options already granted to Executive in connection with Executive’s
employment.


 


6.                                      BONUS


 


The Executive will be entitled to receive a
performance-based bonus of up to 50% of the Executive’s annual Base Salary for
the calendar year commencing January 1, 2006 and for each calendar year during
the remainder of the Term of Employment. The performance bonus shall be subject
to the Executive’s satisfaction of certain performance goals determined by the
Chief Executive Officer. Prior to January 1, 2006 and the commencement of each
calendar year thereafter during the remainder of the Term of Employment, the
Chief Executive Officer shall determine, in that Officer’s sole and absolute
discretion, the performance goals for the Executive and deliver a written
description of those goals to Executive. The written description shall be
incorporated into and become a part of this Agreement. All payments of bonuses
earned during any calendar year shall be due and payable no later than March 31st
of the following year. The determination of whether the Executive has satisfied
the performance goals shall be made by the Board of Directors in its reasonable
discretion.


 


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7.                                      EMPLOYEE BENEFIT PROGRAMS


 


During the Term of Employment, the Executive and his
dependents shall be entitled to participate in, at the Company’s expense,
whatever employee benefit plans the Company endorses to obtain, if any, such as
medical, surgical, hospitalization, dental and visual insurance coverage. The
Company 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 after
learning of an event constituting Cause, the Company may elect to give the
Executive written notice of its intention to terminate for Cause, specifying in
such notice the event forming the basis for Cause. Termination shall be
effective immediately upon delivery of notice hereunder. In the event the
Executive’s employment is terminated by the Company for Cause, the Executive
shall be entitled only to:


 


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


 


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


 


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


 


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


 


(b)           Termination Without Cause. In the event the Executive’s
employment is terminated by the Company without Cause (which shall not include
a termination pursuant to Section 8(a)), the Executive shall be entitled only
to those items described in the subsections (i) through (vi) below. Termination
Without Cause shall be effective immediately, unless a later date is stated,
upon delivery of a written notice of such termination from the Company to the
Executive.


 


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


 


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


 


(iii)          in
lieu of any bonus under Section 6, an amount equal to 50% of the Base Salary
Termination Payment;


 


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


 


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


 


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(vi)          any
other compensation and benefits accrued and to which the Executive is entitled
under applicable plans, programs and agreements of the Company as of the date
of Termination Without Cause.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9.                                      PAYMENTS IN CASE OF CHANGE IN CONTROL


 


Upon a Change in Control, as such term is defined
herein, and in addition to any other payments to which Executive is entitled
under Section 8 or any other provision of this Agreement, Executive shall be
entitled to:


 


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


 


(ii)           an
amount equal to 50% of the annual Base Salary in effect as of the effective
date of the Change in Control.


 


10.                               CONDITIONS OF ENTITLEMENT TO PAYMENT


 


The
consideration described in Section 8(b)(i) and (ii) and Section 9 are due and
owing if and only if all of the conditions set forth in this Section 10 are
satisfied:


 


(a)           Executive
must have signed and delivered to the Chairman of the Board of the Company upon
the termination of employment a release in substantially the form attached as
Exhibit B (the “Release”) subject to the timing and effectiveness requirements
set forth in the Release; Executive must


 


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


 


(b)           No
cash payments shall be due or owing to Executive under this Agreement if the
Company is (i) out of compliance with any covenants imposed by its senior
lenders and such lenders have failed to waive the non-compliance or grant a
forbearance, or (ii) is insolvent, or (iii), in the good faith discretion of
the Board of Directors of the Company, any such payment or payments, by itself
or when combined with any other obligations of the Company, would cause the
Company to be out of compliance with such covenants (and the Board of Directors
in its sole judgment has determined that it is unlikely that its senior lenders
will waive the non-compliance or grant a forbearance) or insolvent. In the
event of application of (i), (ii) or (iii) above, the cash payment shall be
become due and owing and shall be paid promptly after the Board of Directors in
its good faith determines that sections (i), (ii) and (iii) cease to apply.


 


(c)           No
payments shall have been made previously under this Agreement with regard to a
prior Change in Control.


 


11.                               COVENANT NOT TO COMPETE


 


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


 


12.                               COVENANTS TO PROTECT CONFIDENTIAL INFORMATION


 


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


 


13.                               NON-SOLICITATION


 


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


 


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


 


14.                               REMEDIES


 


(a)           Executive
acknowledges and agrees that immediate and irreparable harm, for which damages
would be an inadequate remedy, would occur in the event any of the provisions
of Sections 11, 12 and 13 of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. Accordingly, Executive
agrees that Company shall be entitled to an injunction or injunctions to
prevent breaches of such provisions of this Agreement and to enforce
specifically the terms and provisions thereof without the necessity of proving
actual damages or securing or posting any bond or providing prior notice, in
addition to any other remedy to which it may be entitled at law or equity.


 


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


 


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


 


15.                               REPRESENTATION


 


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


 


16.                               ENTIRE AGREEMENT


 


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


 


17.                               AMENDMENT OR WAIVER


 


This Agreement cannot be changed, modified or amended
without the consent in writing of both the Executive and the Company. No waiver
by either Party at any time of any breach by the other Party of any condition
or provision of the Agreement shall be deemed a waiver of a similar or
dissimilar


 


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condition or provision at
the same or at any prior or subsequent time. Any waiver must be in writing and
signed by the Executive or an authorized officer of the Company, as the case
may be.


 


18.                               SEVERABILITY


 


The provisions of this Agreement shall be severable
and the invalidity, illegality or unenforceability of any provision of this
Agreement shall not affect, impair or render unenforceable this Agreement or
any other provision hereof, all of which shall remain in full force and effect.
If any provision of this Agreement is adjudicated by a court of competent
jurisdiction as invalid, illegal or otherwise unenforceable, but such provision
may be made enforceable by a limitation or reduction of its scope, the Parties
agree to abide by such limitation or reduction as may be necessary so that said
provision shall be enforceable to the fullest extent permitted by law. The
Parties further intend to and hereby confer jurisdiction to enforce the
covenants contained in Sections 11, 12 and 13 (the “Restrictive Covenants”)
upon the courts of any jurisdiction within the geographical scope of such
Restrictive Covenants. If the courts of any one or more of such jurisdictions
hold any Restrictive Covenant unenforceable by reason of the breadth of such
scope or otherwise, it is the intention of the Company and Executive that such
determination not bar or in any way affect the right of the Company to the
relief provided for in this section in the courts of any other jurisdiction
within the geographical scope of such Restrictive Covenant as to breaches of
such Restrictive Covenant in such other respective jurisdictions (such
Restrictive Covenant as it relates to each jurisdiction being, for this
purpose, severable into diverse and independent covenants).


 


19.                               SURVIVAL


 


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


 


20.                               GOVERNING LAW


 


This Agreement shall be governed by and construed
under the law of the State of Nevada, disregarding any principles of conflicts
of law that would otherwise provide for the application of the substantive law
of another jurisdiction. The Parties each hereby consents to the jurisdiction
and venue of the state courts of Clark County, Nevada and the United States
district courts with jurisdiction in Nevada with respect to any matter arising
out of or relating to this Agreement other than matters that are subject to the
arbitration provisions of Section 21 of this Agreement.


 


21.                               SETTLEMENT OF DISPUTES


 


Except for equitable actions seeking to enforce the
provisions of Sections 11, 12 and 13 of this Agreement which may be brought by
a court in any competent jurisdiction, in the event a dispute, claim or
controversy arises between the parties relating to the validity,
interpretation, performance, termination or breach of this Agreement,
(collectively, a “Dispute”), the Parties agree to hold a meeting regarding the
Dispute, attended by individuals with decision-making authority, to attempt in
good faith to negotiate a resolution of the Dispute prior to pursuing other available
remedies. If, within thirty (30) days after such meeting or after good faith
attempts to schedule such a meeting have failed, the Parties have not succeeded
in negotiating a resolution of the Dispute, the Dispute shall be resolved
through final and binding arbitration to be held in Nevada in accordance with
the rules and procedures of the American Arbitration Association. The
prevailing party in such proceeding shall be entitled to recover the costs of
the arbitration from the other party, including, without limitation, reasonable
attorneys’ fees.


 


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22.                               HEADINGS


 


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


 


23.                               COUNTERPARTS


 


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


 


24.                               TAXES


 


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


 


25.                               ACKNOWLEDGMENT


 


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


 


26.                               WAIVER OF JURY TRIAL


 


Each Party waives, to the
fullest extent permitted by applicable law, any right it may have to a trial by
jury in respect of any litigation arising out of or relating to this Agreement
and Executive’s employment by the Company. Each Party (a) certifies that no
representative, agent or attorney of the other Party has represented, expressly
or otherwise, that such other Party would not, in the event of litigation, seek
to enforce the foregoing waiver and (b) acknowledges that it has been induced
to enter into this Agreement by, among other things, the mutual waivers and
certifications set forth in this section.


 


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IN WITNESS WHEREOF, the undersigned have executed the
Agreement 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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