**Exhibit10.30**

 

**AMENDMENTTO EMPLOYMENT AGREEMENT**

 

This Amendment to that certain employmentletter dated as of March 2, 2004 (the “Employment Agreement”), byand between Alliance Gaming Corporation, a Nevada corporation (the “Company”‘),and Robert Luciano (“Luciano”), is made and entered into as of April 13,2005 (the “Effective Date”) by and between the Company and Luciano (the “Amendment”).

 

WHEREAS, the Employment Agreement providesfor Luciano’s employment by Bally Gaming, Inc. (“Bally”), asExecutive Vice President of Bally and President of Sierra Design Group; and

 

WHEREAS, the Company and Luciano desire toamend the Employment Agreement to reflect Luciano’s new title, to assign toLuciano all of the rights, title and interest in certain patents, and toprovide for the grant to Luciano of options to acquire shares of the Company’scommon stock under the Company’s Amended and Restated 2001 Long Term IncentivePlan (the “Plan”).

 

NOW THEREFORE, on the basis of the foregoingpremises and in consideration of the mutual covenants and agreements containedherein, the parties hereto agree as follows:

 

1.             Positionand Title. From and after the Effective Date, Luciano’s position, title andduties shall be: Chief Technology Officer of Bally, reporting to the Presidentof Bally, with such duties as may be assigned by the President of Bally. Inaddition, from and after the Effective Date, all references in the EmploymentAgreement to Sierra Design Group shall, to the extent applicable, be deemedreferences to Bally.

 

2.             Assignmentof Golf Ball Patents and Related Technology. Notwithstanding anything inthe Employment Agreement to the contrary, and subject to any approval of theCompany’s lenders that may be required for such an assignment, Bally shallassign to Luciano all of the rights, title and interest in and to the patentslisted on Exhibit A hereto, each of which was acquired by the Company inconnection with its acquisition of Sierra Design Group on March 2, 2004,and any similar or related patents or technology involving the tracking ordetection of golf balls in non-casino gaming applications.

 

3.             Exclusivity.While employed by Bally, Luciano shall devote his full business time, bestefforts, energies, attention and ability to the business and interests of theBally; except that Luciano may devote a portion of his business time to otherventures in accordance with the following schedule:

 

(a)           fromand after the Effective Date and until December 31, 2005, Luciano maydevote up to 10% of his business time to interests other than the business ofBally;

 

(b)           fromand after December 31, 2005, and until December 31, 2007, Luciano maydevote up to 20% of his business time to interests other than the business ofBally;

 

(c)           fromand after December 31, 2007, Luciano may devote up to 30% of his business timeto interests other than the business of Bally.

 

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The parties hereto agree that nothing herein shall change the at-willnature of Luciano’s employment relationship with Bally or limit the ability ofLuciano or Bally to terminate Luciano’s employment with Bally at any time withor without cause. In addition, (i) nothing herein shall limit or be deemeda waiver of the covenant not to compete set forth in the Employment Agreementand in the Stock Purchase Agreement (the “Stock Purchase Agreement”),dated November 10, 2003, by and among the Company, Sierra Design Group,Luciano and certain other parties thereto (the “Non-Competition Covenants”)and (ii) Luciano agrees to provide Bally with a written representationletter at least once every six months from and after the Effective Datedescribing any of Luciano’s outside business interests and affirming andrepresenting that Luciano’s involvement in such interests does not violate anyof the Non-Competition Covenants.

 

4.             Expenses.    Bally shall reimburse Luciano forreasonable expenses incurred by Luciano for meals while traveling in Las Vegas,Nevada, and (b) for maintaining an automobile for business purposes in LasVegas, Nevada. In addition, Bally shall reimburse Luciano for reasonable travelexpenses incurred by Luciano’s wife for travel between Reno, Nevada and Las Vegas,Nevada, to the extent Bally determines that such travel reduces the need forLuciano to travel to Reno, Nevada. Any reimbursement of expenses pursuant tothis Amendment shall be contingent upon presentation by Luciano of itemizedaccounts of such expenditures in accordance with the expense reimbursementpolicies of Bally, as in effect from time to time.

 

5.             AdditionalNon-Competition Period. At any time while Luciano is employed by Bally orat any time during the Non-Competition Period (as defined in the EmploymentAgreement), Bally may, in its sole discretion, elect to extend the duration ofthe Non-Competition Period by an additional 12 months beyond its then currentterm by agreeing (i) to pay to Luciano an additional $250,000, payable inequal installments over such 12-month extension period and (ii) that, ifsuch election occurs in connection with and prior to a termination of Luciano’semployment by Bally without cause (as defined in the Employment Agreement), anyoptions to acquire shares of the Company’s common stock then held by Lucianowill continue to vest in accordance with their vesting schedule for oneadditional year beyond Luciano’s termination of employment with Bally.

 

6.             StockOptions.

 

(a)           OnJanuary 18, 2005, the Company granted Luciano a non-statutory stock optionto acquire 600,000 shares of the Company’s common stock under the Plan (the “InitialOption”), at an exercise price per share equal to the fair market value ofa share of the Company’s common stock as of January 18, 2005 (asdetermined in accordance with the Plan). The Initial Option shall vest over fiveyears from the date of grant, with 20% of the shares covered thereby vesting oneach of the first five anniversaries of January 18, 2005, subject toLuciano’s continued employment with the Company through each such vesting date.

 

(b)           Inaddition to the Initial Option, so long as Luciano is continuously employed bythe Company through July 1, 2005, the Company shall grant to Luciano on July 1,2005 (or as soon as practicable thereafter), a non-statutory stock option toacquire an additional 600,000 shares of the Company’s common stock under thePlan (the “Additional Option”), at an exercise price per share equal tothe fair market value of a share of the Company’s common stock as of the dateof grant of the Additional Option (as determined in accordance with the Plan).The Additional Option shall vest (i) with respect to 20% of the sharescovered thereby on each of the first four anniversaries of July

 

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2005, and (ii) with respect to the remaining 20% of the sharescovered thereby on the fifth anniversary of the Effective Date, in each case,subject to Luciano’s continued employment with the Company through each suchvesting date.

 

(c)           Inthe event that Luciano’s employment is terminated by Bally without cause (as definedin the Employment Agreement), the then vested and outstanding portion of anyoptions to acquire shares of the Company’s common stock granted to Lucianoshall remain outstanding and exercisable until the first anniversary of thedate of termination, but in no event beyond the term of such options, at whichtime the unexercised portion of any such options shall expire. For the avoidanceof doubt, the unvested portion of any options to acquire shares of the Company’scommon stock held by Luciano at the time of the termination of his employmentshall terminate and expire as of such termination of employment.

 

(d)           Otherthan as expressly set forth herein, the Initial Option and the AdditionalOption, when granted, shall be subject to all of the applicable terms andconditions of the Plan.

 

7.             Exceptas expressly modified by this Amendment, the Employment Agreement shall remainunchanged and shall remain in full force and effect.

 

IN WITNESS WHEREOF, the Company and Luciano have duly executed thisAmendment as of the date first above written.

 
| ALLIANCE  GAMING CORPORATION |                        |
|------------------------------|-----------------------------|
|                         |                        |
|                         |                        |
| By:                          | /s/ Richard Haddrill        |   | /s/ Robert Luciano |   |
|                         | Richard Haddrill, President |   | Robert Luciano |   |

 

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**EXHIBIT A**

**Golf BallPatent Applications**

 
| **TITLE**                                    | ** ** | **SERIAL NUMBER** | ** ** | **FILING DATE** |
|----------------------------------------------|------------|-------------------|------------|-----------------|
| Enhanced  Golf Range Play Using RFID and GPS |       | 10/057,007        |       | 01/24/2002      |
| Target-Based  Wagering System and Method     |       | 10/087,378        |       | 03/01/2002      |

 

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