**Exhibit 10.1**

 

**EXECUTIVE EMPLOYMENTAGREEMENT**

** **

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “**Agreement**”),dated as of the **10th****day of November 2009**,between **ELIXIR GAMING TECHNOLOGIES (HONG KONG) LIMITED**,a company incorporated under the laws of Hong Kong (together with itssuccessors or assigns as permitted under this Agreement, the “Company”), and **CHUNG YUK MAN**, an individual and holder of Hong KongIdentity Card number E760824(5) (the “**Executive**”).

 

**RECITALS**

 

The Company desires to employ the Executive and enterinto this Agreement embodying the terms of such employment and the Executivedesires to enter into this Agreement and to accept such employment.

 

In consideration of the mutual covenants and for othergood 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 4below subject to such increases as may be made from time to time.

 

(b)                                 *“Cause”* shall mean:

 

(i)                                     the convictionof or entry of judgment against the Executive by a civil or criminal court ofcompetent jurisdiction of any offense or wrongdoing involving embezzlement,fraud, misappropriation of funds, any act of moral turpitude or dishonesty;

 

(ii)                                  the filing of a bona fideaccusation or claim against the Executive for any offense involvingembezzlement, fraud, misappropriation of funds, any act of moral turpitude ordishonesty, unless such indictment or filing is dismissed within one hundredeighty (180) days from the date of such indictment or filing.  The Boardmay, at its sole discretion, elect to suspend and extend the employment hereunderby such one hundred eighty (180) day period or the number of days actuallytaken by the Executive to dismiss such indictment or filing, whichever is less;provided that the Executive notifies the Company in writing that the Executiveintends to contest in good faith such indictment or filing and pursues thedismissal of such indictment or filing with reasonable diligence and grounds. During such period of suspension, Executive may be relieved of duties, butshall be entitled to receive Base Salary;

 

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

 

(iv)                              the finding by a court ofcompetent jurisdiction in a criminal or civil action or by the U.S. Securitiesand Exchange Commission or state blue sky agency in an administrativeproceeding that the Executive has willfully violated any U.S. federal or statesecurities law;

 

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

 

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

 

(vii)                           the willful, unauthorizeddisclosure by the Executive of Confidential Information, as defined in Section 14,concerning the Company or any Affiliated Companies, unless such disclosure was (A) believedin good faith by the Executive to be appropriate in the course of properlycarrying out duties under the Agreement, or (B) required by an order of acourt having jurisdiction over the subject matter or a summons, subpoena ororder in the nature thereof of any legislative body (including any committeethereof) or any governmental or administrative agency;

 

(viii)                        performance of services bythe Executive, other than in the course of properly carrying out his dutiesunder the Agreement and as otherwise provided herein, for any other corporationor person that competes with the Group while the Executive is employed by theCompany;

 

(ix)                                misconduct in connectionwith the performance of any of Executive’s duties, including, withoutlimitation, misappropriation of funds or property of the Company, securing orattempting to secure personally any profit in connection with any transactionentered into on behalf of the Company, misrepresentation to the Company, or anyviolation of law or regulations on Company premises or to which the Company issubject;

 

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

 

(xi)                                disloyalty by Executive,including without limitation, aiding a competitor of the Group.  For the purpose of this Agreement, “competitorof the Group” shall mean any person which carries on or engages in businessthat is identical or substantial similar to that carried out by the Group inthe jurisdictions in which the operates and shall include, but withoutlimitation to, all such businesses and activities as more particularly set outin Section 13 below provided that under no circumstances shall MelcoInternational Development Limited, Melco Crown Limited or any of theirrespective subsidiaries or associated companies be regarded as a competitor ofthe Group;

 

(xii)                             any material breachof this Agreement by the Executive and where the breach is capable of remedy,fails to remedy such breach within 14 days of receiving written noticerequiring the Executive to remedy that breach;

 

(xiii)                          any other badact or misconduct by Executive; or

 

(xiv)                         (1) afinding by any lawfully appointed gaming authority in any jurisdiction that theGroup does business (“Gaming Authority”) that the Executive is “unsuitable”, orthe equivalent, (2) the mandatory request by any Gaming Authority that theGroup not associate with Executive, or (3) the failure by Executive toqualify for any license that

 

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anyGaming Authority requires that Executive possess unless the failure to obtainsuch license would not materially affect or hamper the relevant part ofbusiness of the Group;

 

(xv)                            any materialbreach of the rules and regulations as stipulated in the Code of Conduct,Ethics Policy & Staff Handbook of EGT and where such breach is capableof remedy, fails to remedy such breach within 14 days of receiving writtennotice requiring Executive to remedy such breach.

 

(c)                                  *“VotingSecurities”*means securities of EGT, the holders of which are entitled to vote forthe election of directors.

 

(d)                                 *“Control”* in relation to a body corporate, means the power of a person orpersons acting as a group or a legal entity to secure that the affairs of thebody corporate are conducted in accordance with the wishes or directions ofthat person or group; (i) by means of the holding of shares, or thepossession of voting power, in relation to that or any other body corporate; or(ii) by virtue of any powers conferred by the articles of association orany other agreement or document regulating that or any other body corporate,but for the avoidance of doubt, shall be deemed to include any person orpersons acting as a group or a legal entity controlling or holding directly orindirectly Voting Securities representing 40% or more of the issued sharecapital in that body corporate.  A “Changeof Control” occurs if any person or persons acting as a group or legal entityacquires control of the body corporate. For the avoidance of doubt, anyincrease of shareholdings, whether direct or indirect, in EGT by MelcoInternational Development Limited or any of its subsidiaries, including but notlimited to Elixir Group Limited, from the existing approximately 39% (as at thedate hereof) to 40% or above, shall not be regarded as a Change of Control ofEGT;

 

(e)                                  *“EGT”*shall mean Elixir Gaming Technologies, Inc.*,*a Nevada corporation;

 

(f)                                    *“AffiliatedCompanies”*shall mean anycorporation or other business entity or entities that directly or indirectlycontrols, is controlled by, or is under common control with EGT or the Company andthe “*Group*” shall mean theCompany, EGT and all Affiliated Companies (or any of them) from time to time.

 

*(g)**                              **“Board”*shall mean the board of directors of EGT.

 

(h)                                 *“CompensationCommittee”*shall mean thecompensation committee**of theboard of EGT.

 

(i)                                     *“CEO”*shall mean the Chief Executive Officer of the Group*.*

 

(j)                                     *“US$*” shall mean United States Dollar*.*

 

(k)                                  *“Material(s)”*means all works, materials or designsoriginated, conceived, prepared, written, compiled or made by any officer, employeeor consultant of the Company or Affiliated Companies, including Executive,alone or with others during the course of his employment with the Company orAffiliated Companies.

 

(l)                                     *“IntellectualProperty Rights”*means patents, trademarks, service marks, trade and service names, copyrights and design rights(whether or not any of them are registered and if they are registered, thenincludes applications for registration for any of them), rights in the know-how,databases, moral rights, trade secrets and rights of confidence and rights orforms of protection of a similar nature or 

 

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having similar or equivalent effect to any of themwhich may subsist at anytime and anywhere in the world.

 

# **2.**                                      LOCATION

# ** **

The Executive shall be based in Hong Kong or suchother location as may be from time to time designated by the Board.  In the performance of the Executive’s dutiesand responsibilities, the Executive shall be required to undertake national andinternational travel at the request of the Group.  Such travel will be taken in accordance withthe Group’s travel policies, as amended by the Group from time to time.

 

# **3.**                                      POSITION, TERM,DUTIES AND AUTHORITIES

# ** **

The Executive shall be employed as the ExecutiveChairman & CEO. Subject to any earlier termination pursuant to Section 11below, the employment is for a **fixed term of three (3) years****commencing from January 1, 2010 up to December 31,2012** (such date inclusive) (“***Term***”) providedthat during the 60 day period prior to the expiration of the term, the partiesagree to negotiate in good faith on any renewal or extension of the term of employment(subject to any revision or modification of the terms hereof, including but notlimited to, the Base Salary). The Executive’s duties, responsibilities andauthorities shall include such duties, responsibilities and authoritiescustomarily associated with such positions.

 

# **4.**                                      BASE SALARY

# ** **

The Executive shall be paid by the Company a Base Salarypayable no less frequently than in equal monthly installments at an annualizedrate of **US$1.00**, subject to any increase as maybe determined by the Company with the approval of the Compensation Committeefrom time to time.

 

# **5.**                                      EXPENSESREIMBURSEMENT

# ** **

# **The Company shall reimburse theExecutive for all travel and business-related expenses incurred by theExecutive in the fulfillment of his services hereunder in accordance with theapplicable expenses reimbursement policies and procedures of the Group as ineffect from time to time.**

# ** **

# **6.**                                      OPTIONS

# ** **

The Executive shall be entitled to participate in EGT’s2008 Stock Incentive Plan or any of such successor plans.  The Compensation Committee, at its solediscretion, shall decide the amount and frequency of option grants.

 

# **7.**                                      DISCRETIONARY BONUS

# ** **

The Executive may be granted a discretionary performancebonus or bonuses (whether in cash or in kind) based on guidelines set by theCompensation Committee on an annual basis or whenever deemed appropriate by theCompensation Committee.

 

# **8.**                                      IMPLICATION OF CHANGEOF CONTROL ON OUTSTANDING OPTIONS

# ** **

In the event of a Changeof Control of EGT, the Company shall cause the Executive’s outstanding shareoptions (to the extent not vested) to become fully vest upon the effective dateof the Change of Control and Executive shall have a minimum period of twelvemonths from the effective date of the Change of Control to exercise hisoptions.

 

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**9.****                                     ****[INTENTIONALLY OMITTED]**

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**10.****                              ****[INTENTIONALLY OMITTED]**

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**11.****                              ****TERMINATION OF EMPLOYMENT**

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(a)                                  *Termination by the Company forCause*.  At any time after learning of an eventconstituting Cause, the Company may elect to give the Executive written noticeof its intention to terminate for Cause, specifying in such notice the eventforming the basis for Cause.  Terminationshall be effective immediately upon delivery of notice hereunder.  In the event the Executive’s employment isterminated by the Company for Cause, the Executive shall be entitled only to:

 

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

 

(ii)                                  reimbursement for expenses incurred butnot yet reimbursed by the Company; and

 

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

 

The Executive’sentitlement to the foregoing shall be without prejudice to the right of theCompany to claim or sue for any damages or other legal or equitable remedy towhich 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 by Notice*.  Boththe Company and the Executive may terminate this Agreement (which shall notinclude a termination pursuant to Section 11(a)) by serving three (3) monthswritten notice or payment in lieu of notice by paying three (3) months BaseSalary at the rate in effect at the time of termination. Both parties maychoose to give partial notice and partial payment in lieu of notice.

 

(c)                                  *Termination by reason of Changeof Control.* Inthe event of a Change of Control of EGT and upon the effective date of theChange of Control, this Agreement shall be deemed terminated provided that theExecutive shall be entitled to a payment equal to three (3) months of BaseSalary at the rate in effect at the time of Change of Control.

 

(d)*                               **Nature of Payments*. Any amounts due the Executive under the Agreement in the event of anytermination of employment with the Company are in the nature of severancepayments, or liquidated damages which contemplate both direct damages andconsequential damages that the Executive may suffer as a result of thetermination of employment, or both, and are not in the nature of a penalty.

 

(e)                                  *Renegotiation. *Notwithstanding any other terms of this Agreement, inthe event of the Executive’s termination by Melco for any reason, the Companyand the Executive reserve the right to renegotiate the terms of this Agreementin its entirety.

 

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# **12.**                               TERMINATIONOBLIGATIONS

# ** **

(a)                                  *Personal Property*.  Executivehereby acknowledges and agrees that all personal property, including, withoutlimitation, all emails, reports, books, manuals, records, notes, contracts,lists, blueprints, and other documents, or materials, or hard or soft copiesthereof, and equipment furnished to or prepared by Executive in the course ofor incidental to him performing his duties hereunder, including, withoutlimitation, records and any other materials, belonging to the Company or anyAffiliated Companies shall be promptly returned to the Company or suchAffiliated Company (as the case may be) upon termination of the Agreement.  Delete of the Company’s documents includingbut not limited to emails, business proposals, contracts, from the Company’sassigned computers including desk tops and lap tops without the Company’sconsent is considered a violation of this clause and a breach of thisAgreement.

 

(b)                                 *Results of Termination*.  Upontermination or expiration of the Executive’s employment, this Agreement and theemployment of the Executive shall be wholly terminated with the exception ofthe Sections specifically contemplated to continue in full force as set forthin Sections 13, 14, 15 and 16 below.

 

# **13.**                               COVENANT NOT TOCOMPETE

# ** **

In the event of a termination or expiration of thisAgreement, the Executive shall not, for a period of twelve (12) months afterthe date of expiration or termination, engage in competition with the Companyor Affiliated Company or Companies.  Forpurposes of this Section 13, the Executive shall be engaging incompetition with the Group if the Executive engages in (i) the leasing of electronicgaming machines to hotels and casinos in Asia Pacific, 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 othercorporate or any capacity, so long as the Company is engaged in electronicgaming machines lease business Provided Thatnotwithstanding anything to the contrary contained herein, nothing in this Section shallpreclude the Executive from acting as a director, officer or employee of MelcoInternational Development Limited, Melco Crown Limited or any of theirrespective subsidiaries or associated companies as long as these relevantcompanies are not engaged in leasing of electronic gaming machines to casino orslot operators on a revenue sharing basis.

 

# **14.**                               COVENANTS TO PROTECTCONFIDENTIAL INFORMATION

# ** **

The Executive shall not, during the Term of employmenthereunder or anytime thereafter, without prior written consent of the Company,divulge, publish or otherwise disclose to any other person any ConfidentialInformation regarding the Group except in the course of carrying out theExecutive’s responsibilities on behalf of the Group (e.g., providinginformation to the Group’s attorneys, accountants, bankers, other professionalconsultants etc.) or if required to do so pursuant to the order of a courthaving jurisdiction over the subject matter or a summons, subpoena or order inthe nature thereof of any legislative body (including any committee thereof andany litigation or dispute resolution method against the Company related to orarising out of this Agreement) or any governmental or administrativeagency.  For this purpose, ConfidentialInformation shall include, but is not limited to, the Group’s financialposition and results of operations, trades secrets and Intellectual Property, productsand product development plans, marketing and promotional plans and strategies,customer lists and customer data bases. Confidential Information does not include information that is generallyavailable to the public other than through a breach of the Agreement on thepart of the Executive.

 

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# **15.**                               NON-SOLICITATION

# ** **

Except with the prior written consent of the Company,Executive shall not solicit customers, clients, or employees of the Group for aperiod of twelve (12) months after the date of the expiration or termination ofthis Agreement.  Without limiting thegenerality 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 businessof the Group from any customers of the Group with whom Executive had contactduring, or of which Executive had knowledge solely as a result of, hisperformance of services for the Group 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 Group withwhom Executive had contact during the term of this Agreement to withdraw,curtail or cancel their business with the Group.  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 Group to terminate hisemployment with the Group.

 

# **16.**                               INTELLECTUAL PROPERTY

# ** **

If Executive writes, designs, develops, or producesMaterial(s) at any time during the Term of employment all IntellectualProperty Rights or proprietary rights of those Material(s) shall neverthelessbelong to the Group.  Those rights willcontinue to be vested in and belong to the Group regardless of the terminationof this Agreement.

 

# **17.**                               REMEDIES

# ** **

(a)                                  Executive acknowledges and agrees thatimmediate and irreparable harm, for which damages would be an inadequateremedy, would occur in the event any of the provisions of Sections 13, 14, 15and 16 of this Agreement were not performed in accordance with their specificterms or were otherwise breached. Accordingly, Executive agrees that Company shall be entitled to aninjunction or injunctions to prevent breaches of such provisions of thisAgreement and to enforce specifically the terms and provisions thereof withoutthe necessity of proving actual damages or securing or posting any bond or providingprior notice, in addition to any other remedy to which it may be entitled atlaw or equity.

 

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

 

# **18.**                               REPRESENTATION

# ** **

The Company and the Executive respectively representsand warrants to each other that each respectively is fully authorized andempowered to enter into the Agreement and that their entering into theAgreement and the performance of their respective obligations under theAgreement will not violate any agreement between the Company or the Executiverespectively and any other person, firm or organization or any law orgovernmental regulation.

 

# **19.**                               ENTIRE AGREEMENT

# ** **

This Agreement contains the entire agreement betweenthe Parties and supersedes all prior agreements, understandings, discussions,negotiations and undertakings, whether written or oral, between the Partiesprovided that the previous employment agreement entered into between theCompany and the Executive dated April 20, 2009 shall continue to be validand effective (subject to any early termination 

 

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thereunder) until December 31,2009 (such date inclusive).  ThisAgreement is personal to the Executive and save and except for any assignmentof this Agreement by the Company to EGT or any other wholly-owned subsidiariesof EGT, neither Party may deal with any obligation or the benefit of thisAgreement in any way, whether by assignment, license, sub-contract, orotherwise, without the other Party’s prior written consent. The Executivehereby acknowledges that in case the Board has resolved that he shall be basedin such other country or territory outside Hong Kong, the Executive may berequired to enter into a new employment contract under the same terms (to theextent that it is possible under the applicable laws) of this Agreement withthe relevant Group company that exists in the jurisdiction where he shall bebased for compliance with the applicable laws there and upon the relevantrequest by the Company, the Executive shall (unless the Executive has otherwiseserved the notice pursuant to Section 11(b)) enter into the new employmentcontract superseding this Agreement.

 

# **20.**                               AMENDMENT OR WAIVER

# ** **

This Agreement cannot be changed, modified or amendedwithout the consent in writing of both the Executive and the Company.  No waiver by either Party at any time of anybreach by the other Party of any condition or provision of the Agreement shallbe deemed a waiver of a similar or dissimilar condition or provision at thesame or at any prior or subsequent time. Any waiver must be in writing and signed by the Executive or anauthorized officer of the Company, as the case may be.

 

# **21.**                               SEVERABILITY

# ** **

The provisions of this Agreement shall be severableand the invalidity, illegality or unenforceability of any provision of thisAgreement shall not affect, impair or render unenforceable this Agreement orany other provision hereof, all of which shall remain in full force andeffect.  If any provision of thisAgreement is adjudicated by a court of competent jurisdiction as invalid,illegal or otherwise unenforceable, but such provision may be made enforceableby a limitation or reduction of its scope, the Parties agree to abide by suchlimitation or reduction as may be necessary so that said provision shall beenforceable to the fullest extent permitted by law.  The Parties further intend to and herebyconfer jurisdiction to enforce the covenants contained in Sections 12(a), 13, 14,15 and 16 (the “**Restrictive Covenants**”) upon thecourts of any jurisdiction within the geographical scope of such RestrictiveCovenants.  If the courts of any one ormore of such jurisdictions hold any Restrictive Covenant unenforceable by reasonof the breadth of such scope or otherwise, it is the intention of the Companyand Executive that such determination not bar or in any way affect the right ofthe Company to the relief provided for in this section in the courts of anyother jurisdiction within the geographical scope of such Restrictive Covenantas to breaches of such Restrictive Covenant in such other respectivejurisdictions (such Restrictive Covenant as it relates to each jurisdictionbeing, for this purpose, severable into diverse and independent covenants).

 

# **22.**                               SURVIVAL

# ** **

The respective rights and obligations of the Partiesshall survive any termination of this Agreement to the extent necessary to theintended preservation of such rights and obligations.

 

# **23.**                               GOVERNING LAW

# ** **

This Agreement shall be governed by and construedunder the law of Hong Kong, disregarding any principles of conflicts of lawthat would otherwise provide for the application of the substantive law ofanother jurisdiction.  The Parties eachhereby irrevocably submits to the jurisdiction and venue of the courts of HongKong and agrees not to object to the jurisdiction of a Hong Kong court becauseit is an inconvenient forum.

 

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# **24.**                               SETTLEMENT OFDISPUTES

# ** **

Except for equitable actions seeking to enforce theprovisions of Sections 12(a), 13, 14, 15 and 16 of this Agreement which may bebrought by a court in any competent jurisdiction, in the event a dispute, claimor 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 theDispute, attended by individuals with decision-making authority, to attempt ingood faith to negotiate a resolution of the Dispute prior to pursuing otheravailable remedies.  If, within thirty(30) days after such meeting or after good faith attempts to schedule such ameeting have failed, the Parties have not succeeded in negotiating a resolutionof the Dispute; the Dispute shall be resolved through legal proceedings.

 

# **25.**                               INTERPRETATION

# ** **

In this Agreement unless the context requiresotherwise; (i) a word or expression in the singular includes the plural,and the plural includes the singular; (ii) words of one gender include allgenders; (iii) words importing persons includes all bodies andassociations, corporate or unincorporated; and (iv) a reference to thisAgreement includes the Exhibit(s) attached to this Agreement.  No provision of this Agreement will beconstrued in favor of or against any Party by reason of the extent to which anysuch Party, its affiliates or their respective employees or attorneyparticipated in the drafting thereof.

 

# **26.**                               COUNTERPARTS

# ** **

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

 

# **27.**                               TAXES

# ** **

All monies payable is stated in gross amounts andshall be subject to such withholding taxes and other taxes as may be requiredby the applicable law.

 

# **28.**                               ACKNOWLEDGMENT

# ** **

The Executive acknowledges that he has been given areasonable period of time to study this Agreement before signing it and has hadan opportunity to secure counsel of his own. The Executive certifies that he has fully read and completelyunderstands the terms, nature, and effect of this Agreement.  The Executive further acknowledges that he isexecuting this Agreement freely, knowingly, and voluntarily and that theExecutive’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 anyinducements, promises, or representations by the Company or any AffiliatedCompanies other than that which is stated in this Agreement.

 

IN WITNESS WHEREOF, the partieshave executed the Agreement as of the date first written above.

 

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| For and on behalf of  the Company |                      | The Executive     |
|-----------------------------------|---------------------------|-------------------|
|                              |                      |              |
|                              |                      |              |
| /s/ Andy Tsui                     |                      | /s/Clarence Chung |
|                              |                      |              |
| Name:                             | TSUI Kin Ming, Andy       |              | CHUNG Yuk Man |
| Position:                         | Chief Accounting  Officer |              |   |

 

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