Exhibit 10.8


 


EMPLOYMENT
AGREEMENT


 


[Brooke
Dunn]


 


THIS AGREEMENT is
made and entered into as of the 9th day of January 2006, by and between
Shuffle Master, Inc., a Minnesota corporation (the “Company”), and Brooke
Dunn (the “Employee”), a resident of the State of Nevada.


 


RECITALS:


 


A.                                   The
Company is in the business of developing, manufacturing, distributing and
otherwise commercializing card shufflers, table games (both live and
electronic) and related gaming equipment and technology systems throughout the
world (the “Business”).


 


B.                                     Company and
Employee want to create an at-will employment relationship that protects the
Company with appropriate confidentiality and non-compete covenants, and
compensates and rewards the Employee for performing his obligations for the
full term of this contract or such shorter term, as may be determined in
accordance with the terms and conditions of this Agreement.


 


C.                                     The
Company and Employee desire that Employee be employed by the Company on the
terms and conditions of this Agreement.


 


AGREEMENT


 


In
consideration of the mutual promises contained herein, Employee and the Company
agree as follows:


 


1.                                       Employment. The Company hereby employs Employee as its
Senior Vice President reporting to the Chief Executive Officer of the Company. Employee
shall perform the duties of that position as assigned by the CEO. Subject
to the other terms and conditions hereof, Employee’s employment under this Agreement
with the Company is for a term of two years (the “Term”), beginning November 1,
2005 (the “Commencement Date”) through October 31, 2007.


 


2.                                       Salary, Bonus and Benefits.


 


a.               From the
Commencement Date and if employed through October 31, 2006, Employee shall
be paid an annual base salary of two hundred ten thousand dollars ($210,000)
and thereafter, an amount as determined by the Company, but in no event less
than $210,000 per year, paid in the same intervals as other employees of the
Company; and if employed through October 31, 2006, Employee will also be
eligible to receive an executive bonus in accordance with the terms and
conditions of the executive bonus program authorized by the Board of Directors
of the Company (the “Board”) for other senior management executives of the
Company for fiscal year 2006, in a range of percentages, but with a target
bonus of 50% of Employee’s base salary.


 


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b.              For any subsequent
year after the first year of this Agreement, Employee will receive an annual
base salary of no less than his annual base salary for the immediately prior
year of this Agreement, and will also be eligible to participate in an
executive bonus program and/or in an individual performance bonus program as
authorized by the Board for said period.


 


c.               Any future stock
option or other equity grants, if any, will be at the sole discretion of the
Board.


 


d.              Any stock options or
other equity grants issued at any time to Employee shall vest in accordance
with the terms and conditions set forth in the applicable grant by the Board
and, as otherwise may be applicable, with any relevant terms and
conditions of Shuffle Master, Inc.’s 2004 Equity Incentive Plan (the “Plan”)
or any subsequent plan.


 


e.               The Company agrees
to provide Employee with the same benefits it provides all of the other members
of its senior management executive team. Employee will not, however, be
eligible to participate in the Company’s non-executive bonus program.


 


f.                 Employee’s salary
is set in the expectation that Employee’s full professional time will be
devoted to Employee’s duties hereunder.


 


g.              During Employee’s
employment with the Company, the Company will promptly pay or reimburse
Employee for reasonable travel and other expenses incurred by Employee in the
furtherance of or in connection with the performance of Employee’s duties. Such
reimbursement will be in accordance with Company policies in existence from
time to time.


 


h.              During the Term, and
provided Employee remains employed on a full-time basis with the Company,
Employee shall receive a car allowance in the amount of $700.00 per month.


 


3.                                       Outside
Services or Consulting. Employee shall devote Employee’s full professional
time and best professional efforts to the Company. Employee may render
other professional or consulting services to other persons or businesses from
time to time during the Term, only if Employee meets all of the following
requirements:


 


a.               The services do not
interfere in any manner with the Employee’s ability to fulfill all of his
duties and obligations to the Company.


 


b.              The services are not
rendered to any business which may compete with the Company in any area of
the Business or do not otherwise violate paragraph 4 hereof.


 


c.               The services do not
relate to any products or services, which form part of the Business.


 


d.              Employee informs and
obtains the prior consent of the Chief Executive Officer of the Company.


 


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4.                                       Non-competition. In consideration of the provisions of this
Agreement, Employee hereby agrees that he shall not, during the term of his
full-time employment and for a period of twenty-four (24) months thereafter:


 


a.               Directly or indirectly own, manage,
operate, participate in, consult with or work for any business, which is
engaged in the Business anywhere in the United States or Canada. Notwithstanding
the foregoing, it is understood and agreed that Employee may hold up to
one percent (1%) of the shares of any publicly traded company.


 


b.              Either alone or in conjunction with any
other person, partnership or business, directly or indirectly, solicit, hire,
or divert or attempt to solicit, hire or divert any of the Employees,
independent contractors, or agents of the Company (or its affiliates or
successors) to work for or represent any competitor of the Company (or its
affiliates or successors), or to call upon, on behalf of a competitor of or to
the Business, any of the customers of the Company (or its affiliates or
successors).


 


c.               Directly or indirectly provide any
services to any person, company or entity, which is engaged in the Business
anywhere in the United States or Canada.


 


5.                                       Confidentiality; Inventions.


 


a.               Employee shall fully and promptly
disclose to the Company all inventions, discoveries, software and writings that
Employee may make, conceive, discover, develop or reduce to practice
either solely or jointly with others during Employee’s employment with the
Company, whether or not during usual work hours. Employee agrees that all such
inventions, discoveries, software and writing shall be and remain the sole and
exclusive property of the Company, and Employee hereby agrees to assign, and
hereby assigns all of Employee’s right, title and interest in and to any such
inventions, discoveries, software and writings to the Company. Employee agrees
to keep complete records of such inventions, discoveries, software and
writings, which records shall be and remain the sole property of the Company,
and to execute and deliver, either during or after Employee’s employment with
the Company, such documents as the Company shall deem necessary or desirable to
obtain such letters patent, utility models, inventor’s certificates,
copyrights, trademarks or other appropriate legal rights of the United States
and foreign countries as the Company may, in its sole discretion, elect, and to
vest title thereto in the Company, its successors, assigns, or nominees.


 


b.              “Inventions,” as used herein, shall
include inventions, discoveries, improvements, ideas and conceptions,
developments and designs, whether or not patentable, tested, reduced to
practice, subject to copyright or other rights or forms of protection, or
relating to data processing, communications, computer software systems,
programs and procedures.


 


c.               Employee understands that all
copyrightable work that Employee may create while employed by the Company
is a “work made for hire,” and that the Company is the owner of the copyright
therein. Employee hereby assigns all right, title and interest to the copyright
therein to the Company.


 


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d.              Employee has no inventions, improvements,
discoveries, software or writings useful to the Company or its subsidiaries or
affiliates in the normal course of business, which were conceived, made or
written prior to the date of this Agreement.


 


e.               Employee will not publish or otherwise
disclose, either during or after Employee’s employment with the Company, any
published or proprietary or confidential information or secret relating to the
Company, the Business, the Company’s operations or the Company’s products or
services. Employee will not publish or otherwise disclose proprietary or
confidential information of others to which Employee has had access or obtained
knowledge in the course of Employee’s employment with the Company. Upon
termination of Employee’s employment with the Company, Employee will not,
without the prior written consent of the Company, retain or take with Employee
any drawing, writing or other record in any form or nature which relates
to any of the foregoing. Notwithstanding the foregoing, Employee shall have the
right, as reasonably necessary, to retain copies of this Agreement, any
employee stock option and restricted stock agreements, and any other documents,
information or materials related to Employee’s compensation or benefits from
the Company, in order to confidentially review such items with Employee’s
professional advisors or immediate family members. In addition, and subject to
the provisions of paragraph 24 hereof, nothing in this paragraph 5(e) or
in paragraph 5(f) below shall be construed to prevent or preclude Employee
from responding to legal process or testifying truthfully.


 


f.                 Employee understands that Employee’s
employment with the Company creates a relationship of trust and confidence
between Employee and the Company. Employee understands that Employee may encounter
information in the performance of Employee’s duties that is confidential to the
Company or its customers. For the Term hereof, and until the information falls
into the public domain, Employee agrees to maintain in confidence all
information pertaining to the Business or the Company to which Employee has
access including, but not limited to, information relating to the Company’s
products, inventions, trade secrets, know how, systems, formulas, processes,
compositions, customer information and lists, research projects, data
processing and computer software techniques, programs and systems, costs, sales
volume or strategy, pricing, profitability, plans, marketing strategy,
expansion or acquisition or divestiture plans or strategy and information of
similar nature received from others with whom the Company does business. Employee
agrees not to use, communicate or disclose or authorize any other person to
use, communicate or disclose such information orally, in writing, or by publication,
either during Employee’s employment with the Company or thereafter except as
expressly authorized in writing by the Company unless and until such
information becomes generally known in the relevant trade to which it relates
without fault on Employee’s part, or as required by law. Subject to the
foregoing, Employee shall have the rights set forth in the final two
grammatical sentences of paragraph 5(e) above.


 


6.                                       Termination or Non-Extension by Company Without Just Cause


 


a.               Employee’s employment by the Company is “at
will;” therefore, subject to the terms and conditions hereof, the Company may terminate
Employee’s full-time employment at any time either with or without just cause. In
the event of any termination of Employee’s


 


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full-time employment with the Company without just cause, or in the
event that Employee’s full-time employment is not extended or renewed beyond
the Term on terms at least as favorable to Employee as Employee is receiving
during the last year of the Term, then Employee will remain bound to the
covenants not to compete and confidentiality obligations of paragraphs 4 and 5
of this Agreement, according to their terms, and each one of the following
shall apply:


 


i.                                          Employee
shall be paid an amount equal to twelve (12) months of his then monthly base
salary paid over a period of twenty-four (24) months from Employee’s
termination in equal monthly installments and at the same intervals as other
Employees of the Company are then being paid their base salaries;


 


ii.                                       Employee
shall continue to receive, during the twenty-four (24) months from Employee’s
termination, all medical insurance and any other benefits or insurance
coverages which Employee would have received had his employment not been so
terminated, or not extended, provided however, if the Employee is not eligible
for said medical insurance, the Company shall pay the COBRA premiums for
continuation coverage during the said twenty-four (24) month period. (For the
avoidance of doubt, the Company and Employee agree that it is the intent of
this language and of this paragraph 6(a), and that this language means, that
Employee will continue to vest in previous stock option and restricted stock
awards during said 24-month period after Employee’s termination);


 


iii.                                    Employee
shall receive, during the twenty-four (24) months from Employee’s termination, additional
compensation for his covenant not to compete equal to the average annual bonus
which Employee has received for the three most recent fiscal years during which
Employee was employed, provided however that if Employee has not been employed
for three full fiscal years, then the Company shall use the actual number of
full fiscal years that the Employee was employed. The amount due under this
paragraph 6(a)(iii) shall be paid in the same intervals as other Employees
of the Company are then being paid their base salaries;


 


iv.                                   Notwithstanding
anything else contained herein to the contrary, during the twenty-four (24) month
period referred to in this paragraph 6, Employee shall remain a part-time
employee of the Company’s and, subject to Employee’s other professional duties,
shall be available, by telephone or email, to the Chief Executive Officer of
the Company.


 


b.              For purposes hereof, any of the following
acts or events shall, at Employee’s option, constitute a termination without
just cause under this paragraph 6 (but the following is not the entire list of
reasons or event which may constitute a “termination with just cause”):


 


i.                                          any
material diminution or reduction of Employee’s title, position, duties or
responsibilities, except as caused by the acts or omissions of Employee; or


 


ii.                                       any
material breach by Company of this Agreement that is not cured within thirty
(30) days after written notice by Employee of such breach.


 


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c.               In the event that, at the end of the
Term, the Company elects not to extend or renew Employee’s full-time employment
beyond the Term on terms at least as favorably to Employee as Employee is
receiving during the last fiscal year of the Term, then such non-renewal shall
be treated as a termination without cause. In such case, the provisions of
paragraphs 6(a)(i) through (iv) shall apply and Employee shall be
bound to the provisions of paragraphs 4 and 5 hereof for the period of time
during which Employee is being paid pursuant to paragraph 6(a).


 


7.                                       Early Termination by Company for Just Cause. The Company may terminate
Employee for just cause. In the event that the Company terminates the Employee
for just cause, the Employee will remain bound under the provisions of
paragraphs 4 and 5, but will not be entitled to any compensation or benefits
following his termination of employment under this Agreement, other than any accrued
but unpaid salary or other benefits required by applicable law. Termination for
“just cause” shall mean:


 


a.               dishonesty as to a matter which is
materially injurious to the Company;


 


b.              the commission of a willful act or
omission intended to materially injure the business of the Company;


 


c.               a violation of any of the material
provisions of Sections 4 and/or 5 hereof; or


 


d.              a determination in good faith by the
Board that the Employee has failed to make a good faith effort to fully perform his
duties as assigned by either the CEO or the Board, which failure is not
remedied by the Employee within thirty (30) days following the CEO’s specific
written notice stating such alleged failure from the Board;


 


8.                                       Voluntary Termination by Employee.


 


a.               In the event
Employee voluntarily terminates his employment with the Company, Employee will
remain bound under the provisions of paragraphs 4 and 5 hereof, but will not be
entitled to receive any compensation and benefits following his termination of
employment except for any accrued but unpaid salary or other benefits required
by law.


 


b.              Voluntary
termination means an intentional termination by the Employee without good
reason and without pressure by the Company; and further, provided that there
was not a material breach of this Agreement by the Company, prior to any such
termination which remains uncured.


 


9.                                       Cooperation with Change in Control. Employee will reasonably
cooperate with the Company in the event of a change in control.


 


10.                                 No
Conflicting Agreements. Employee has the right to enter into this
Agreement, and hereby confirms Employee has no contractual or other impediments
to the performance of Employee’s obligations including, without limitation, any
non-competition or similar agreement in favor of any other person or entity.


 


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11.                                 Company
Policies. During the term of Employee’s employment, Employee shall
engage in no activity or employment which may conflict with the interest
of the Company, and Employee shall comply with all policies and procedures of
the Company including, without limitation, all policies and procedures
pertaining to ethics.


 


12.                                 Independent Covenants. The covenants and agreements on the part of
the Employee contained in paragraphs 4 and 5 hereof shall be construed as
agreements independent of any other provision in this Agreement; thus, it is
agreed that the relief for any claim or cause of action of the Employee against
the Company, whether predicated on this Agreement or otherwise, shall be
measured in damages and shall not constitute a defense or bar to enforcement by
the Company of those covenants and agreements.


 


13.                                 Injunctive Relief. In recognition of the irreparable harm
that a violation by Employee of any of the covenants contained in either
paragraphs 4 or 5 hereof would cause the Company, the Employee agrees that, in
addition to any other relief afforded by law, an injunction (both temporary and
permanent) against such violation or violations may be issued against him
or her and every other person and entity concerned thereby, it being the
understanding of the parties that both damages and an injunction shall be
proper modes of relief and are not to be considered alternative remedies;
provided, however, that the issue and amount, if any, of damages shall be
litigated through arbitration as required by paragraph 20 below. Employee
consents to the issuance of such injunctive relief without the posting of a
bond or other security. In the event any such alleged violation, THE LOSING PARTY
AGREES TO PAY THE COSTS, EXPENSES AND REASONABLE ATTORNEYS’ FEES INCURRED BY
THE PREVAILING PARTY IN PURSUING OR DEFENDING ANY OF ITS RIGHTS WITH RESPECT TO
SUCH ALLEGED VIOLATIONS, IN ADDITION TO THE ACTUAL DAMAGES SUSTAINED BY THE
PREVAILING PARTY AS A RESULT THEREOF.


 


14.                                 Notice. Any notice sent by registered mail to the last known
address of the party to whom such notice is to be given shall satisfy the
requirements of notice in this Agreement.


 


15.                                 Entire Agreement. This Agreement is the entire agreement of
the parties hereto concerning the subject matter hereof and supersedes and
replaces in its entirety any oral or written existing agreements or
understandings between the Company and the Employee relating generally to the
same subject matter. Company and Employee hereby acknowledge that there are no
agreements, promises, representations or understandings of any nature, oral or
written, regarding Employee’s employment, apart from this Agreement, and
Employee acknowledges that no promises, representations or agreements not
contained in this Agreement have been made or offered by the Company. This
Agreement supersedes the employment agreement between the Company and the
Employee, dated as of February 1, 2003.


 


16.                                 Severability. It is agreed and understood by the parties
hereto that if any provision of this Agreement should be determined by an
arbitrator or court to be unenforceable in whole or in part, it shall be deemed
modified to the minimum extent necessary to make it reasonable and enforceable
under the circumstances, and the court shall be authorized by the parties to reform this
Agreement in the least way necessary in order to make it reasonable and
enforceable.


 


17.                                 Governing Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of Nevada, without giving
effect to the principles of conflicts of laws thereof.


 


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18.                                 Heirs, Successors and Assigns. The terms, conditions,
obligations, agreements and covenants hereof shall extend to, be binding upon,
and inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors, assigns, and/or acquirers, including any
entity which acquires, merges with, or obtain control of the Company.


 


19.                                 Waiver of Breach. The waiver by either the Company or the
Employee of any breach of any provision of this Agreement shall not operate as
or be deemed a waiver of any subsequent breach by either the Company or the
Employee.


 


20.                                 Dispute Resolution. Except for the Company’s right (either
pursuant to paragraph 13 hereof or otherwise) to injunctive relief to enforce
the provisions of paragraphs 4 and 5 hereof, the exclusive forum for the
resolution of any dispute arising under this Agreement or any question of
interpretation regarding the provisions of this Agreement (other than disputes
relative to paragraphs 4 or 5 hereof) shall be resolved by arbitration, to be
held in Clark County, Nevada, in accordance with the rules of the American
Arbitration Association (“AAA”). Such arbitration shall be before an
arbitrator, chosen in accordance with the rules then in effect of the AAA.
In the event the Employee and Company fails within a reasonable period of time
to agree on an arbitrator, the arbitrator shall be chosen by the AAA. The
decision of the arbitrator shall be final, conclusive and binding upon the
Company and Employee.


 


21.                                 Amendment. This Agreement may be amended only by a
document in writing signed by both the Employee and a Corporate Officer (other
than Employee) of the Company, and no course of dealing or conduct of the
Company shall constitute a waiver of any of the provisions of this Agreement.


 


22.                                 Fees and Costs. In any action bought by one
party against the other pursuant to this Agreement or in the event of any
dispute over the meaning of this Agreement, the successful party, in addition
to recovering its awarded damages and other relief, shall be entitled to
recover its attorney’s fees and costs from the unsuccessful party.


 


23.                                 D & O Policy. During Employee’s employment with the
Company, the Company shall maintain director and officer liability insurance
which shall cover, among others, Employee, and in connection therewith,
Employee shall be entitled to any applicable indemnification and defense cost
provisions, if any, as provided for in the Company’s By-Laws or under any
applicable director and officer liability insurance policy.


 


24.                                 Non-Disparagement and Cooperation.


 


a.               During any period
of time wherein the Company is paying any base salary to Employee, whether
during the Term hereof or during any time after the termination or expiration
of this Agreement, and for a period of three (3) years thereafter,
Employee shall not disparage or otherwise make any negative comments about the
Company, its policies, products, Employees or management. The Company may enforce
these non-disparagement provisions by resort to injunctive relief as set forth
in paragraph 13, in addition to any other damages that it may be entitled
to under this Agreement or otherwise at law. Notwithstanding the foregoing,
nothing in this paragraph 24(a) shall preclude Employee from fully
pursuing any legitimate claims he may have or from testifying truthfully
in an arbitration or other legal proceeding.


 


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b.              Employee agrees to
fully cooperate with the Company and its affiliates during the entire scope and
duration of any litigation or administrative proceedings involving any matters
with which Employee was involved during Employee’s employment with the Company.
Such cooperation shall be subject to the reasonable demands of any subsequent
employment undertaken by Employee, and Company shall cover any reasonable
out-of-pocket expenses of Employee in so cooperating, excluding, any attorney’s
fees incurred by Employee, unless said attorney’s fees are expressly
authorized, permitted, or required under paragraph 23 hereof.


 


c.               In the event Employee is contacted by
parties or their legal counsel involved in litigation adverse to the Company or
its affiliates, Employee (i) agrees to provide notice of such contact as
soon as practicable; and (ii) acknowledges that any communication with or
in the presence of legal counsel for the Company (including without limitation
the Company’s outside legal counsel, the Company’s inside legal counsel, and
legal counsel of each related or affiliated entity of the Company) shall be
privileged to the extent recognized by law and, further, will not do anything
to waive such privilege unless and until a court of competent jurisdiction
decides that the communication is not privileged. In the event the existence or
scope of the privileged communication is subject to legal challenge, then the
Company must either waive the privilege or pursue litigation to protect the
privilege at the Company’s sole expense.


 


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


 


 


	
  EMPLOYER:

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
  SHUFFLE MASTER, INC.

  	
  BROOKE DUNN

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Mark L. Yoseloff

  	
   

  	
  By:

  	
   /s/ Brooke Dunn

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   CEO

  	
   

  	
   

  	
   

  



 


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