ex08-110420081.htm


    
      

      

    

     

    

      SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT

      


      


      This
Second Amendment (the “Second Amendment”), dated as of October 31, 2008, is to
that certain Employment Agreement, dated as of January 9, 2006 (the “Initial
Agreement”), as amended by the First Amendment thereto, dated January 9, 2008
(collectively, the “Employment Agreement”), between Shuffle Master, Inc. (“the
Company”) and Brooke Dunn (“Employee”).  All capitalized terms used in
this Second Amendment and not otherwise defined herein shall have the same
meaning as in the Initial Agreement.

      


      For good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and Employee hereby agree as follows:

      


      1.           Subject
to the other terms and conditions of the Employment Agreement, the Term of the
Employment Agreement is hereby extended from October 31, 2008 to October 31,
2009.  Accordingly, all references to the “Term” in the Employment
Agreement shall mean the period which ends on or before October 31,
2009.

      


      2.           The
current paragraph 6(b)(i) is hereby deleted in its entirety, and a new paragraph
6(b)(i) is hereby added as follows:

      


      “any material diminution or reduction
of Employee’s title, position, duties, reporting relationship or
responsibilities, except as solely caused by the acts or omissions of Employee,
or Employee no longer reports to the Company’s CEO”.

      


      The current paragraph 6(b)(iii) is
hereby deleted in its entirety, and a new paragraph 6(b)(iii) is hereby added as
follows:

      


      “in the event Employee on October 31,
2009, elects to retire or resign, but only if Employee has worked full-time and
continuously through October 31, 2009, and irrespective of the Company offering
Employee continued employment”.

      


      3.           Except
as expressly amended hereby, the Employment Agreement, as amended hereby, is
hereby confirmed and ratified by the parties as being and remaining in full
force and effect, according to its terms and conditions, and without any further
amendments or modifications.

      


      4.           This
Second Amendment is subject to approval by the Company’s Compensation Committee,
and shall not be effective until and unless so approved.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                EMPLOYER:

              	 
      	
                EMPLOYEE:

              
	
                SHUFFLE
      MASTER, INC.

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/
      Mark L. Yoseloff

              	 
      	
                /s/
      Brooke Dunn

              
	 
      	
                Mark
      L. Yoseloff

                Chairman
      of the Board and

                Chief
      Executive Officer

              	 
      	
                Brooke
      Dunn

                Senior
      Vice President

              
	 
      	 
      	 
      	 
      


      

      


      


      Approved:

      


      Compensation
Committee

      


      


      By:  /s/ Lou
Castle                                              

      Lou Castle

      Chairman