**Exhibit10.29**

 

**AllianceGaming**

Corporation

 
|               |   | ROBERT L. MIODUNSKI     |
|--------------------|--------|-------------------------|
| March 2, 2004 |   | President and           |
|               |   | Chief Executive Officer |

 

Robert Luciano

 

RE: Employment Agreement

 

Dear Mr. Luciano:

 

Bally Gaining, Inc. (“Bally”), ispleased to offer you employment for Sierra Design Group under the followingterms and conditions effective on March 2, 2004 (the “Effective Date”).This offer is not intended to, and if accepted it will not, create an agreementof employment for any specific term or otherwise alter the at-will nature ofyour employment relationship with Bally. Either you or Bally may terminate youremployment at any time with or without cause.

 

**Position and Title.**Your currentposition, title, and duties will be: Executive Vice President of Bally andPresident of Sierra Design Group, reporting to the President of Bally, dutiesgenerally including all management and supervision of Sierra Design Group’ssystems business unit and product groups and any other related duties thepresident of Bally may assign to you.

 

**Salary.**Your annual basesalary will be $250,000 beginning on the Effective Date. Your base salary willbe reviewed annually and adjustment may be made at Bally’s option based onmerit.

 

**Signing Bonus.**You will receive aone-time $50,000 signing bonus on the Effective Date.

 

**Annual Bonus.**You will receive a$50,000 bonus payable on each anniversary of the Effective Date that you remainemployed by Bally.

 

**Salary Continuation.**If your employmentis terminated without cause after the Effective Date, you will continue toreceive your base salary on normal paydays until one year after the terminationdate (the “Salary Continuation Period”), less standard withholding.Please note that this salary continuation will not apply if Bally terminatesyou for cause or if you terminate your employment for any reason at any time.

 

**Management IncentiveProgram.**You will be entitled to participate in Bally’s Management IncentiveProgram established for Sierra Design Group at the level of business unit head.Under this incentive plan you will be eligible to receive, at the discretion ofthe board of directors of

 

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Bally, up to 100% of your base salary atperformance of 20% above plan. The “at plan” incentive is 50% of base salary.The “at plan” targets for EBITDA and Operating Income for the periods through June 302007 shall be per the attached Exhibit A, Exhibit B andExhibit C. Bally reserves the right to modify this plan at its solediscretion after June 30, 2007.

 

**MIP Continuation.**If your employmentis terminated without cause, you will receive “MIP Continuation” as follows.The Management Incentive Plan fiscal year performance factors shall bedetermined as of the end of the month immediately preceding the date oftermination. The results shall then be annualized for the remainder of thefiscal year. Your MIP Continuation shall be the amount you would have receivedfor the entire fiscal year based on the annualized results. For example andwithout limitation, if your employment is terminated without cause on January 15,2006; the MIP performance factors would be determined for the fiscalyear-to-date through December 31, 2005, the result would be annualized (inthe case of the example, multiplied by two because the performance factors weremeasured for half the fiscal year), and the appropriate bonus based on theannualized amount would be calculated pursuant to the MIP, and this amount (the“MIP Continuation Amount”) would be paid to you at the time otherpayments are disbursed for the fiscal year in question under the ManagementIncentive Plan. In addition, in the event Bally extends your Non-Compete Periodas set forth below, Bally shall also pay you the MIP Continuation Amount forthe extension period at the time other payments are disbursed for the fiscalyear in question under the Management Incentive Plan.

 

The foregoing terms are contingent on youagreeing to and complying with the following:

 

**Covenant not to compete.**You agree not tocompete with Bally for as long as you are employed by Bally. You agree not tocompete with Bally for one year after your employment with Bally ends, if Ballyterminates you for cause or if you quit for any reason (the “Non-CompetePeriod”). Notwithstanding the foregoing agreement with respect to theNon-Compete Period, you also agree, as part of the terms and conditions of thatcertain Stock Purchase Agreement, dated November 10, 2003, by and amongAlliance, Sierra Design Group, you and your trust, and as a separate andindependent covenant, not to compete with Bally and any of its affiliates for aperiod of three and one half years from the Effective Date.

 

For purposes of this offer and your subsequentemployment, the term “cause” is hereby defined to mean only the followingevents as determined by Bally, upon reasonable investigation, in its judgmentand discretion, as the case may be:

 

(1)           Amaterial act or omission which is dishonest or fraudulent against Bally;

 

(2)           Aconviction of a felony or conviction of a gross misdemeanor involving moralturpitude or criminal conduct against any person or property, including withoutlimitation, Bally;

 

(3)           Asubstantial act or omission that constitutes willful misconduct in theperformance of your job responsibilities or material failure to adhere toCompany policies;

 

(4)           Asubstantial act, omission or pattern of conduct in the performance of your job responsibilities,which constitutes failure to meet satisfactory, work standards. You shall have thirtydays written notice from Bally to effect a cure of unsatisfactory workstandards and avoid termination hereunder;

 

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(5)           Anymaterial breach of this letter agreement. You shall have thirty days afterwritten notice describing the particulars of the default from Bally to you toeffect a cure and avoid termination hereunder;

 

(6)           Failureto comply with any provision of the gaming laws of the State of Nevada or the rules andregulations of the Nevada Gaming Control Board or the Nevada Gaming Commission orany gaming law, ordinance, rule or regulation of any city or county havingjurisdiction, or the gaming laws, regulations and rules of any othernation, state, county or other jurisdiction in which Bally may be doingbusiness at any time which will materially and negatively affect the registrationand licensing of Bally. You shall have thirty days’ written notice from Ballyto effect a cure and avoid termination hereunder.

 

If you are terminated without cause, youagree not to compete with Bally during your Salary Continuation Period, as setforth above. Furthermore, if you are terminated without cause, Bally may elect,at its sole option, to extend your period of non-competition for an additionalperiod of time of up to one year if Bally provides you with Salary Continuationand MIP Continuation during this additional period of non-competition. In theevent Bally so elects to exercise its option to extend the Non-Compete Period,Bally shall give you written notice at least one-hundred eighty days before theexpiration of the initial Non-Compete Period.

 

To “compete” means to establish, engage, orbe connected with, directly or indirectly, any person or entity engaged in abusiness in competition with the business Bally (which, as defined above,includes any of Bally’s subsidiaries or affiliates) in any area where Ballydoes business, whether as an employee, owner, partner, agent, employee,officer, consultant, advisor, stockholder (except as the beneficial owner ofnot more than 5 percent of the outstanding shares of a corporation, any of thecapital stock of which is listed on any national or regional securitiesexchange or quoted in the daily listing of over-the-counter market securitiesand, in each case, in which you do not undertake any management or operationalor advisory role) or in any other capacity, for your own account or for thebenefit of any person or entity.

 

You acknowledge and agree that the scope andduration of this covenant not to compete are reasonable and fair. However, if acourt of competent jurisdiction determines that this covenant is overly broador unenforceable in any respect, you and Bally agree that the covenant shall beenforced to the greatest extent the court deems appropriate and that the courtmay modify this covenant to that extent.

 

**Covenant not to solicitcustomers, employees, or consultants.**You agree that during your employment withBally and for six months after your employment ends for any reason or for theduration of your entire Non-Compete Period, whichever is longer, you shall not,directly or indirectly, (i) aid or endeavor to solicit or induce any otheremployee or consultant of Bally to leave Bally to accept employment of any kindwith any other person or entity, or (ii) solicit the trade or patronage ofany of Bally’s customers (which includes customers of any of Bally’ssubsidiaries or affiliates) or of anyone who has traded or dealt with Ballywith respect to any technologies, services, products, trade secrets, or othermatters in which Bally is active.

 

**Confidential information.**You agree thatyour work for Bally will give you access to confidential matters of Bally notpublicly known such as proprietary matters of a technical nature

 

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(including but not limited to know-how, technicaldata, gaming processes, gaming equipment, techniques, developments) andproprietary matters of a business nature (including but not limited toinformation about costs, profits, markets, sales, lists of customers, andmatters received by Bally in confidence from other parties), collectivelyreferred to as “Confidential Matters.” Some Confidential Matters may beentitled to protection as “Trade Secrets,” as that term is defined in N.R.S.600A.030(5), the Restatement of Torts, and case law interpreting the same. “ConfidentialMatters” shall not include any matters for which you have prior knowledge ofprior to the Effective Date of this Agreement or matters that are known or cometo be known as industry standard practice.

 

You agree to keep secret all suchConfidential Matters and agree not to directly or indirectly, other than isnecessary in the business of Bally and the scope of your employment, discloseor use any such Confidential Matters at any time except with prior writtenconsent of Bally. You agree that all written materials (includingcorrespondence, memoranda, manuals, notes, and notebooks) and all models,mechanisms, devices, drawings, and plans in your possession from time to time(whether or not written or prepared by you) embodying Confidential Mattersshall be and remain the sole property of Bally, and you will use all reasonableprecautions to assure that all such written materials and models, mechanisms,devices, drawings, and plans are properly protected and kept from unauthorizedpersons. You further agree to deliver all Confidential Matters, includingcopies, immediately to Bally on termination of your employment for any reason,or at any time Bally may request.

 

Unless required by court proceeding, for aperiod of ten years after termination of your employment with Bally for anyreason, you shall not reveal directly or indirectly to any person or entity oruse for your personal benefit (including without limitation, for the purpose ofsoliciting business, whether or not competitive with any business of Bally) anyConfidential Matters. To the extent that any Confidential Matters areconsidered by Bally as Trade Secrets, you agree that all limitations on use ofthese Trade Secrets shall last forever. You further agree that immediately uponor after termination, you will deliver to Bally all memoranda, notes, reports,lists, models, mechanisms, devices, drawings or plans and other documents (andall copies thereof) in your possession relating to the business of Bally or itssubsidiaries and affiliates.

 

**Intellectual Property.**You shall promptlydisclose in writing to Bally all inventions, discoveries, concepts, ideas,developments, improvements, and innovations, whether or not patentable, and theexpressions of all inventions, discoveries, concepts, ideas, developments, improvements,and innovations, whether or not copyrightable (collectively “Inventions”),conceived, developed, or first actually reduced to practice by you, eitheralone or with others, during your employment with Bally or during the first sixmonths after your employment with Bally ends for any reason, that (i) relatein any manner to the existing or contemplated business or research activitiesof Bally, (ii) are suggested by or result from your work for Bally; or (iii) resultfrom the use of time, materials, or facilities of Bally. All Inventions youconceive, develop, or first actually reduce to practice, either alone or withothers, while employed by Bally that relate in any manner to the existing orcontemplated business or research activities of Bally shall be the exclusiveproperty of Bally. You assign to Bally your entire right, title, and interestin and to all such Inventions and to all unpatented Inventions that you nowown, except those specifically described in a statement that has been separatelyexecuted by you and an officer of Bally and attached hereto, provided, however,that if no such list is attached, you represent and

 

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warrant that there are no such Inventions. Youwill, at the request and expense of Bally, execute specific assignments to anysuch Inventions and execute, acknowledge, and deliver patent applications andsuch other documents (including but not limited to all provisionals,continuations, continuations-in-part, continued prosecution applications,extensions, re-issues, re-examinations, divisionals and foreign counterparts)and take such further action as may be considered necessary by Bally at anytime, whether during your employment with Bally or after it terminates for anyreason, to obtain and define letters patent in any and all countries and tovest title to such Inventions and related patents or patent applications inBally or its assignees. Any Invention that you disclose to a third person ordescribe in a patent application filed by you or in your behalf during youremployment with Bally or within six months after your employment with Ballyterminates for any reason shall be presumed to have been conceived or made byyou during your employment with Bally unless proved to have been conceived andmade by you after the expiration or termination of this letter agreement.

 

**Non-disparagement.**You and Bally eachagree that, during your employment with Bally and after your employment withBally terminates for any reason, neither shall, publicly or privately,disparage or make any statements (written or oral) that could impugn theintegrity, acumen (business or otherwise), ethics, or business practices of theother (including, in the case of Bally, its affiliates and subsidiaries), except,in each case, to the extent (but solely to the extent) necessary (i) inany judicial or arbitration action to enforce the provisions of this letteragreement, or (ii) in connection with any judicial or administrativeproceeding to the extent required by applicable law, or (iii) as otherwiserequired by law.

 

**Injunctive relief;jurisdiction.**You acknowledge that Bally will suffer irreparableinjury; not readily susceptible of valuation in monetary damages, if you breachany of your obligations under the non-compete, non-solicitation,non-disclosure, confidentiality, intellectual property or non-disparagementsections of this Agreement. Accordingly, you agree that Bally will be entitled,at its option, to injunctive relief against any breach by you of yourobligations under these sections in any federal or state court of competentjurisdiction sitting in Nevada, in addition to monetary damages and any otherremedies available at law or in equity. You hereby submit to the jurisdictionof such courts for the purposes of any actions or proceedings instituted byBally to obtain such injunctive relief, and agree that process may be served onyou under the relevant rules of civil procedure, addressed to your lastaddress known to Bally, or in any other manner authorized by law.

 

**Material inducements.**The restrictivecovenants and other provisions in this letter agreement are materialinducements to Bally entering into and performing its obligations under thisletter agreement. Accordingly, in the event of any breach of these provisionsby you, in addition to all other remedies at law or in equity possessed byBally, including but not limited to the right to enforce the covenants you haveagreed to in this letter agreement, Bally shall have the right to terminate thisletter agreement and your employment with Bally and not pay any amounts payableto you under this letter agreement.

 

Except as expressly modified by this letter,the terns and conditions of your employment with Bally shall remain in fullforce and effect and shall be subject to Bally’s regular employment policiesand practices as may be in effect from time to time. This letter comprises theentire agreement between you and Bally and supersedes all other oral andwritten agreements

 

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previously entered into by you and Ballyconcerning the same subject matter. To repeat, this offer is not intended to,and if accepted it will not, create an agreement of employment for any specificterm or otherwise alter the at-will nature of your employment relationship withBally. If you accept this offer, either you or Bally may terminate youremployment at any time with or without cause.

 

If you accept this offer, please sign belowand return this letter to me. A copy will be sent for your records. Once signedand returned, this letter will comprise a binding agreement between you andBally. This agreement may be executed by facsimile copy and in multiplecounterparts, each of which shall be deemed an original, but all of which whentaken together shall constitute one and the same instrument. If you have anyquestions about its meaning, you are urged to consult with your attorney.

 

 

Sincerely,

 

 
| ALLIANCE GAMING CORPORATION        |
|------------------------------------|
|                               |
| /s/ Robert L. Miodunski            |   |
| By: Robert L. Miodunski, President |

 

 

ACCEPTANCE

 

I have read the foregoing letter, and I havereviewed it with counsel or have had the opportunity to do so. I understand andaccept its terms.

 

 
| /s/ Robert Luciano |        | March 2, 2004 |   |
|--------------------|-------------|---------------|--------|
| Robert Luciano     | Date signed |

 

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