Employment Agreement









Exhibit

10.35




COVENANT

NOT TO COMPETE AGREEMENT




 




Mark L.

Yoseloff




 




 




THIS

AGREEMENT is made

and entered into as of the 1st day of May, 2002, by and between Shuffle Master,

Inc., a Minnesota corporation (the ”Company”), and Mark L. Yoseloff (the

“Employee”), a resident of the State of Nevada.




 




RECITALS:




 




A.            The Company is in the business of developing,

manufacturing, distributing and otherwise commercializing gaming equipment,

games, and operating systems for gaming equipment and related products and

services throughout the United States and in Canada and other countries (the

“Business”).




 




B.            Employee is Company’s Chief Executive Officer and

Chairman of Company’s Board of Directors.




 




C.            Company and Employee wish to provide for the orderly

succession of Employee’s successor, when Employee’s employment with Company

ends by providing a fixed period of time during which Employee will not compete

with Company and be available to provide counsel to Employee’s successor.




 




AGREEMENT




 




Now therefore Employee and the Company agree as

follows:




 




1.             Non-competition. 

In consideration of the provisions of this Agreement and in

consideration the provisions of Employee’s Employment Agreement with Company,

Employee shall not, for a period of three (3) years immediately following his

last day of employment:




 




(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.




 




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(b)                                 either alone or in conjunction with any

other person, partnership or business, directly or indirectly, solicit or

divert or attempt to solicit or divert any of the employees 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 any of the

customers of the Company or its affiliates or successors.




 




2.             Non Compete Payments. 

In consideration of the covenants contained herein, including the three

(3) year period of non-competition following Employee’s employment, the Company

agrees that, in the event (a) Employee is terminated without just cause, (b)

Employee voluntarily terminates his employment with Company, or (c) Employee’s

May 1st 2002 Employment Agreement is not renewed on terms at least

as beneficial as those received by Employee as of October 31st ,

2004, that Company will compensate Employee as follows:




 




(a)                                  Employee’s annualized base salary as of

his last day of employment will be added to Employee’s average annual bonus

over his last three (3) years of employment, then multiplied by 2, and that

product will be paid to Employee as follows: one third on the first January 5th

following Employee’s last day of employment, one third on the second January 5th

following Employee’s last day of employment, and one third on the third January

5th following Employee’s last day of employment.




 




(b)                                 During Employee’s three year period of

Non Competition, Company will provide Employee benefits it provides its non

executive Employees, provided however, Employee will not receive any

vacation\sick pay nor be eligible to participate in the Company’s bonus

programs and stock option plans




 




In the event, Employee is terminated by the Company

for just cause as defined in Employee’s May 1st Employment Agreement

with Company, then Employee will remain bound by this Covenant Not to Compete,

but Company will have no obligation to make any of the payments or provide any

of the other benefits to be made to Employee under this Agreement.




 




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3.             Consultation With New C.E.O. 

Employee at Company’s request will provide consultation to the Company’s

new Chief Executive Officer as reasonably needed to effect a smooth transition.




 




4.             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.




 




5.             Independent Covenants. 

The covenants on the part of the Employee contained herein shall be

construed as agreements independent of any other provision in this Agreement;

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 to enforcement by the

Company of these covenants.




 




6.             Injunctive Relief; Attorneys’ Fees. 

In recognition of the irreparable harm that a violation by Employee of

any of the covenants contained herein 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 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.  Employee consents to the

issuance of such injunction relief without the posting of a bond or other

security.  In the event of any such

violation, THE EMPLOYEE AGREES TO PAY THE COSTS, EXPENSES AND REASONABLE

ATTORNEYS’ FEES INCURRED BY THE COMPANY IN PURSUING ANY OF ITS RIGHTS WITH

RESPECT TO SUCH VIOLATIONS, IN ADDITION TO THE ACTUAL DAMAGES SUSTAINED BY THE

COMPANY AS A RESULT THEREOF.




 




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7.             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.




 




 




8.             Severability. 

It is further agreed and understood by the parties hereto that if any

provision of this Agreement should be determined by a 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.




 




9.             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.




 




10.          Heirs, Successors and Assigns. 

The terms, conditions, 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 and assigns.




 




 




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.


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

  \s\ Howard Liszt


  	

   


  	

  \s\ Mark L. Yoseloff


  
	

  Its:


  	

  Director


  	

   


  	

  Mark L. Yoseloff


  





 




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