Exhibit
10.12




POKERTEK
INC.





KEY
EMPLOYEE AGREEMENT


for


Mr.
Mark Roberson




This Key
Employee Agreement (“Agreement”)
is entered into as of the 16th day of July, 2009, by and between Mark Roberson (“Executive”)
and PokerTek,
inc. (the “Company”).




Executive
has been employed by the Company since October 18, 2007 on substantially the
terms set forth in this Agreement. Executive and the Company desire to execute
and enter into this Agreement setting forth the terms and conditions of
Executive’s employment.




Accordingly,
in consideration of the mutual promises and covenants contained herein, the
parties agree to the following:




1.           Employment
by the Company.




1.1           Effective Date.The effective
date of this Agreement shall be July 1, 2009. Unless terminated sooner pursuant
to Section 6, this Agreement shall end two (2) years from the effective
date.




1.2           Position.Subject to terms set
forth herein, the Company agrees to employ Executive in the position of Acting
Chief Executive Officer, Chief Financial Officer and Treasurer, and Executive
hereby accepts such employment. During the term of his employment with the
Company, Executive will devote his best efforts to the business of the
Company.




1.3           Duties.Executive shall serve
in an executive capacity and shall perform such duties as are customarily
associated with his then current title and as assigned to the Executive by the
Company’s Board of Directors.




1.4           Other Employment Policies.The
employment relationship between the parties shall also be governed by the
general employment policies and practices of the Company, including those
relating to protection of confidential information and assignment of inventions,
except that when the terms of this Agreement differ from or are in conflict with
the Company’s general employment policies or practices, this Agreement shall
control.




2.           Compensation.




2.1           Salary.




(a)           Executive
shall receive for services an annualized base salary of $160,000 per annum (the
“Base
Salary”), subject to standard federal and state withholding requirements,
payable in accordance with the Company’s standard payroll
practices.




1.




(b)           The
Company may reduce the amount of the Base Salary in connection with a general
reduction of salary applicable to all employees of the Company that has been
approved by the Company’s Board of Directors (“General
Reduction”); provided, however, that (i) in
no case shall the Base Salary be reduced in a single General Reduction or series
of General Reductions by more than an aggregate of twenty percent (20%) of the
Base Salary; (ii) in no case shall the Base Salary be reduced for more than six
months; and (iii) any and all severance payments made to Executive in accordance
with Sections 6 shall be based on the Executive’s original Base Salary without
giving effect to any General Reductions.




(c)           Executive
has previously received a stock grant of 75,000 options at Fair Market Value
determined by the closing price on December 31, 2007, which vest 12.5% every six
months. In the event Executive’s employment is terminated by the Company for any
reason except Cause, all stock options granted to Executive through the date of
termination, will vest immediately and the Executive will have one year from
date of termination to exercise his options, provided that Executive executes
the Release (as defined below).




(d)           Executive
has previously received a stock grant of 40,000 options at Fair Market Value
determined by the closing price on March 31, 2008, which vest 12.5% every six
months. In the event Executive’s employment is terminated by the Company for any
reason except Cause, all stock options granted to Executive through the date of
termination, will vest immediately and the Executive will have one year from
date of termination to exercise his options, provided that Executive executes
the Release (as defined below).




(e)           Executive
will be provided a stock grant of 137,500 options as soon as practicable upon
execution of this agreement at Fair Market Value determined by the closing price
on the date of grant, which shall vest semi-annually over a three year period.
In the event Executive’s employment is terminated by the Company for any reason
except Cause, all stock options granted to Executive through the date of
termination, will vest immediately and the Executive will have one year from
date of termination to exercise his options, provided that Executive executes
the Release (as defined below).  In the event the Executive is not
appointed as Chief Executive Officer by May 29, 2010 (12 months from Executive’s
appointment as Acting Chief Executive Officer), stock options granted to
Executive will vest immediately.




2.2           Company Benefits. Executive
shall be entitled to all rights and benefits for which he is eligible under the
terms and conditions of the standard Company benefits and compensation practices
which may be in effect from time to time and provided by the Company to its
senior officers generally. Executive shall be entitled to all holidays provided
by the Company to its senior officers generally and three weeks
(3) vacation time provided by the Company to its senior officers generally.
For purposes of this Section, “provided by the Company to its senior officers
generally” shall mean benefits provided as a policy to all or most members of
senior management and shall not include a specific benefit negotiated by one or
more executives as an inducement to join the Company in a senior officer
position.




2.3           Expense Reimbursement. The
Company will reimburse Executive for reasonable business expenses in accordance
with the Company’s standard reimbursement policy.




2.




3.           Proprietary
Information, Inventions, and Non-Competition Obligations.




3.1           Agreement. Executive agrees to
execute and abide by the Proprietary Information, Inventions, Non-Competition,
and Non-Solicitation Agreement attached hereto as Exhibit A (the “Proprietary
Information Agreement”).




4.           Outside
Activities.




4.1           Other Employment/Enterprise.
Except with the prior written consent of the Company’s Board of Directors,
Executive will not, while employed by the Company, undertake or engage in any
other employment, occupation or business enterprise, other than ones in which
Executive is a passive investor. Executive may engage in civic and
not-for-profit activities so long as such activities do not materially interfere
with the performance of his duties hereunder.




4.2           Conflicting Interests. Except
as permitted by Section 4.3, while employed by the Company, Executive
agrees not to acquire, assume or participate in, directly or indirectly, any
position, investment or interest known by him to be adverse or antagonistic to
the Company, its business or prospects, financial or otherwise.




4.3           Competing Enterprises. While
employed by the Company, except on behalf of the Company, Executive will not
directly or indirectly, whether as an employee, officer, director, stockholder,
partner, proprietor, associate, representative, consultant, or in any capacity
whatsoever engage in, become financially interested in, be employed by or have
any business connection with any other person, corporation, firm, partnership or
other entity whatsoever which compete directly with the Company, throughout the
world, in any line of business engaged in (or planned to be engaged in) by the
Company; provided, however, that anything above to the contrary notwithstanding,
he may own, as a passive investor, securities of any public competitor
corporation, so long as his direct holdings in any one such corporation shall
not in the aggregate constitute more than 1% of the voting stock of such
corporation.




5.           Former
Employment.




5.1           No Conflict with Existing
Obligations.Executive represents that his performance of all the terms
of this Agreement and as an employee of the Company does not and will not breach
any agreement or obligation of any kind made prior to his employment by the
Company, including agreements or obligations he may have with prior employers or
entities for which he has provided services. Executive has not entered into, and
agrees he will not enter into, any agreement or obligation either written or
oral in conflict herewith.




5.2           No Disclosure of Confidential
Information.If, in spite of the second sentence of Section 5.1,
Executive should find that confidential information belonging to any former
employer might be usable in connection with the Company’s business, Executive
will not intentionally disclose to the Company or use on behalf of the Company
any confidential information belonging to any of Executive’s former employers
(except in accordance with agreements between the Company and any such former
employer); but during Executive’s employment by the Company he will use in the
performance of his duties all information which is generally known and used by
persons with training and experience comparable to his own and all information
which is common knowledge in the industry or otherwise legally in the public
domain.




3.




6.           Termination
Of Employment.
The parties acknowledge that Executive’s employment with the Company is at-will.
The provisions of Sections 6.1 through 6.7 govern the amount of compensation, if
any, to be provided to Executive upon termination of employment and do not alter
this at-will status.




6.1           Termination without Cause. The
Company shall have the right to terminate Executive’s employment with the
Company at any time without Cause by giving notice as described in Section 6.7
of this Agreement.




(a)           In
the event Executive’s employment is terminated by the Company without Cause for
a reason other than death, disability or cessation of the Company’s business
pursuant to Section 6.6 below, the Company shall continue to pay Executive his
then-existing base salary, less applicable withholding and deductions, and
continue to provide medical and dental coverage or pay Cobra premiums for twelve
(12) months.




(b)           In
the event the Executive is terminated within one year following a Change in
Control of the Company, Executive will receive twelve (12) months of the base
salary along with twelve (12) months of medical and dental coverage or Cobra
premium payments.




(c)           “Change of
Control”shall be deemed to have occurred on the earliest of the
following dates:




(i)           The
date any entity or person shall have become the beneficial owner of, or shall
have obtained voting control over, fifty percent (50%)or more of the
outstanding Common Stock of the Company;




(ii)           The
date the shareholders of the Company approve a definitive agreement (X) to merge
or consolidate the Company with or into another corporation or other business
entity (each, a "corporation"), in which the Company is not the continuing or
surviving corporation or pursuant to which any shares of Common Stock of the
Company would be converted into cash, securities or other property of another
corporation, in each case other than a merger or consolidation of the Company in
which the holders of Common Stock immediately prior to the merger or
consolidation continue to own immediately after the merger or consolidation at
least fifty percent 50%of Common Stock, or, if
the Company is not the surviving corporation, the common stock (or other voting
securities) of the surviving corporation; provided, however, that if
consummation of such merger or consolidation is subject to the approval of
federal, state or other regulatory authorities, then, unless the Administrator
determines otherwise, a "Change in Control" shall not be deemed to occur until
the later of the date of shareholder approval of such merger or consolidation or
the date of final regulatory approval of such merger or consolidation; or (Y) to
sell or otherwise dispose of all or substantially all the assets of the Company;
or




4.




(iii)           The
date there shall have been a change in a majority of the Board of Directors of
the Company within a 12-month period unless the nomination for election by the
Company's shareholders of each new Director was approved by the vote of
two-thirds of the members of the Board (or a committee of the Board, if
nominations are approved by a Board committee rather than the Board) then still
in office who were in office at the beginning of the 12-month
period.




(iv)           Notwithstanding
the foregoing, a Change in Control shall not be deemed to have occurred in the
event the Company forms a holding company as a result of which the holders of
the Company’s voting securities immediately prior to the transaction hold, in
approximately the same relative proportions as they hold prior to the
transaction, substantially all of the voting securities of a holding company
owning all of the Company’s voting securities after the completion of the
transaction.




(For the
purposes herein, the term "person" shall mean any individual, corporation,
partnership, group, association or other person, as such term is defined in
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than the
Company, a subsidiary of the Company or any employee benefit plan(s) sponsored
or maintained by the Company or any subsidiary thereof, and the term "beneficial
owner" shall have the meaning given the term in Rule 13d-3 under the Exchange
Act.)




6.2           Termination
for Cause.




(a)           The
Company shall have the right to terminate Executive’s employment with the
Company at any time for Cause by giving notice as described in Section 6.7 of
this Agreement.




(b)           “Cause” for
termination shall mean misconduct, including: (i) conviction of any felony or
any crime involving moral turpitude or dishonesty; (ii) participation in a fraud
or act of dishonesty against the Company; (iii) continued gross neglect by
Executive in fulfilling his duties as set forth in this Agreement that has not
been cured within thirty (30) days after written notice from the Company of such
gross neglect; (iv) intentional and material damage to the Company’s property;
(v) material breach of this Agreement that has not been cured within thirty (30)
days after written notice from the Company of such breach; provided that in the
case of breach that are incapable of being cured, no such cure period shall
apply, or (vi) material breach of the Proprietary Information
Agreement.




(c)           In
the event Executive’s employment is terminated at any time with Cause, he will
not receive severance pay or any other such compensation.




6.3           Resignation by the Executive for Good
Reason.Executive may resign his employment for Good Reason (as defined
below) by giving notice as described in Section 6.7 of this
Agreement.




(a)           “Good
Reason” means (i) a reduction in Executive’s current base salary without
his consent (but shall not include any reduction or non-payment of a bonus),
unless such a reduction occurs as part of a General Reduction; (ii) the
Company's breach of a material term of this Agreement, (iii) a material change
in the duties or level of responsibility of the Executive or (iv) any relocation
without Executive's consent to an office of the Company located more than
seventy-five (75) miles from the city limits of Charlotte, North Carolina.
Notwithstanding the above, Executive must provide written notice to the Company
of any event or act that he claims constitutes Good Reason within a period not
to exceed ninety (90) days from the date of the initial existence of the Good
Reason, and the Company shall have a period of thirty (30) days after provision
of such notice to cure the basis for such Good Reason.




5.




(b)           In
the event of Executive’s resignation for Good Reason, the Company shall continue
to pay Executive the Base Salary, less applicable withholding and deductions,
and continue to provide medical and dental coverage or pay Cobra premiums for
twelve (12) months.




(c)           If
Executive terminates employment for any reason other than those listed above,
the termination will not be for Good Reason and Executive will not be entitled
to severance pay or any other such compensation.




6.4           Voluntary
or Mutual Termination.




(a)           Executive
may voluntarily terminate his employment with the Company at any time by giving
notice as described in Section 6.7.




(b)           In
the event Executive voluntarily terminates his employment for other than a Good
Reason, he will not receive severance pay or any other such
compensation.




6.5           Termination
for Inability to Regularly Perform Duties.




(a)           Company
may terminate Executive in the event of Executive’s death, or any illness,
disability or other incapacity in such a manner that Executive is physically
rendered unable regularly to perform his duties hereunder for a period in excess
of one hundred twenty (120) consecutive days or more than one hundred eighty
(180) days in any consecutive twelve (12) month period.




(b)           The
determination regarding whether Executive is physically unable regularly to
perform his duties under (a) above shall be made by the Company. Executive’s
inability to be physically present on the Company’s premises shall not
constitute a presumption that Executive is unable to perform such
duties.




6.6           Dissolution,
Liquidation or Insolvency of the Company.




Notwithstanding
the above, in the event Executive’s employment is terminated by the Company in
connection with or as a result of the liquidation, dissolution, insolvency or
other winding up of the affairs of the Company without the establishment of a
successor entity to the Company, the Company shall have no obligation to provide
severance or further financial consideration to Executive except for any
reasonable expense reimbursements or base salary that Executive has accrued and
earned at the time of such termination.




6.7           Notice; Effective Date of
Termination.Termination of Executive’s employment pursuant to this
Agreement shall be effective on the earliest of:




(a)           thirty
(30) days after Executive, for any reason, gives written notice to the Company
of his termination;




6.




(b)           thirty
(30) days after the Company, for any reason other than Cause, gives written
notice to Executive of his termination;




(c)           immediately
upon the Company giving written notice to Executive of his termination for Cause
or as a result of an event listed in Section 6.6 above; and




(d)           the
expiration of the term of this Agreement.




Executive
will receive compensation through the thirty (30) day notice period in the event
of termination for any reason. However, the Company reserves the right to
require that Executive not perform any services or report to work during the
thirty (30) day notice period.




7.           Release.
Notwithstanding anything to the contrary in this Agreement, executive shall not
be entitled to any severance under any provision in this Agreement unless and
until Executive has executed a general release substantially in the form
attached hereto as Exhibit B and such
release has become effective and can no longer be revoked (the “Release”).




8.           General
Provisions.




8.1           Notices. Any notices provided
hereunder must be in writing and shall be deemed effective upon the earlier of
personal delivery (including personal delivery by hand, telecopier, or telex) or
the third day after mailing by first class mail, to the Company at its primary
office location and to Executive at his address as listed on the Company
payroll.




8.2           Severability. Whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provisions had never been contained
herein.




8.3           Waiver. If either party should
waive any breach of any provisions of this Agreement, he or it shall not thereby
be deemed to have waived any preceding or succeeding breach of the same or any
other provision of this Agreement.




8.4           Complete Agreement. This
Agreement and its Exhibit constitute the entire agreement between Executive and
the Company. This Agreement is the complete, final, and exclusive embodiment of
their agreement with regard to this subject matter and supercedes any prior oral
discussions or written communications and agreements. This Agreement is entered
into without reliance on any promise or representation other than those
expressly contained herein, and it cannot be modified or amended except in
writing signed by an authorized officer of the Company.




7.




8.5           Counterparts. This Agreement
may be executed in separate counterparts, any one of which need not contain
signatures of more than one party, but all of which taken together will
constitute one and the same Agreement.




8.6           Headings. The headings of the
sections hereof are inserted for convenience only and shall not be deemed to
constitute a part hereof nor to affect the meaning thereof.




8.7           Successors and Assigns. This
Agreement is intended to bind and inure to the benefit of and be enforceable by
Executive and the Company, and their respective successors, assigns, heirs,
executors and administrators, except that Executive may not assign any of his
duties hereunder and he may not assign any of his rights hereunder without the
written consent of the Company, which shall not be withheld
unreasonably.




8.8           Attorneys’ Fees. If the
Company brings any action to enforce its rights hereunder, it shall be entitled
to recover its reasonable attorneys’ fees and costs incurred in connection with
such action should it prevail in the action.




8.9           Choice of Law. All questions
concerning the construction, validity and interpretation of this Agreement will
be governed by the law of the State of North Carolina. Executive expressly
consents to the jurisdiction of the state and federal courts for Mecklenburg
County, North Carolina, for all actions arising out of or relating to this
Agreement.




8.10           Right to Counsel. Executive
acknowledges that he has had the opportunity to retain independent legal counsel
to represent the Executive in connection with the review and preparation of this
Agreement.




In Witness
Whereof, the parties have executed this Agreement on the day and year
first above written.




Pokertek
      Inc./s/
      James T Crawford IIIJames
      T Crawford IIIPresidentDate:
      July 16, 2009
  Accepted
      and agreed this16th
      day of July, 2009.Executive/s/
      Mark Roberson




8.




Exhibit
A




Proprietary
Information, Inventions, Non-Competition and Non-Solicitation
Agreement




9.




Exhibit
B





RELEASE




10.




Release
Agreement




I
understand that my position with pokertek
inc. (the “Company”)
terminated effective ___________, _____ (the “Separation
Date”). The Company has agreed that if I choose to sign this Release, the
Company will extend to me certain benefits (minus the standard withholdings and
deductions, if applicable) pursuant to the terms of the Key Employee
Agreement(the
“Agreement”)
entered into as of July 1, 2009, between myself and the Company, and any
agreements incorporated therein by reference. I understand that I am not
entitled to such severance benefits unless I sign this Release. I understand
that, regardless of whether I sign this Release, the Company will pay me all of
my accrued salary through the Separation Date, to which I am entitled by
law.




In
consideration for the severance benefits I am receiving under the Agreement, I
hereby release the Company and its officers, directors, agents, attorneys,
employees, shareholders, parents, subsidiaries, and affiliates from any and all
claims, liabilities, demands, causes of action, attorneys’ fees, damages, or
obligations of every kind and nature, whether they are now known or unknown,
arising at any time prior to the date I sign this Release. This general release
includes, but is not limited to: all federal and state statutory and common law
claims, claims related to my employment or the termination of my employment or
related to breach of contract, tort, wrongful termination, discrimination, wages
or benefits, or claims for any form of equity or compensation. Notwithstanding
the release in the preceding sentence, I am not releasing any right of
indemnification I may have for any liabilities arising from my actions within
the course and scope of my employment with the Company or within the course and
scope of my role as a Member of the Company.




I
UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
CLAIMS. In giving this release, which includes claims which may be unknown to me
at present, I hereby waive the benefit of any provision of North Carolina law,
and of any other jurisdiction, which is similar to Section 1542 of the
California Civil Code, which reads as follows: “A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially
affected his settlement with the debtor.”




If I am
forty (40) years of age or older as of the Separation Date, I acknowledge that I
am knowingly and voluntarily waiving and releasing any rights I may have under
the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”). I
also acknowledge that the consideration given for the waiver in the above
paragraph is in addition to anything of value to which I was already entitled. I
have been advised by this writing, as required by the ADEA that: (a) my waiver
and release do not apply to any claims that may arise after my signing of this
Release; (b) I should consult with an attorney prior to executing this Release;
(c) I have twenty-one (21) days within which to consider this Release (although
I may choose to voluntarily execute this Release earlier); (d) I have seven (7)
days following the execution of this release to revoke the Release; and (e) this
Release will not be effective until the eighth day after this Release has been
signed both by me and by the Company (“Effective
Date”).




[Signature
Page Follows]




11.




Agreed:________________Date
              
              Mark
      RobersonPokerTek
      inc.By:Name:Title:


12.