a10k011420098.htm


    
      

      

    

     

    
 

    EXHIBIT
10.2

    


    


    


    AMENDED
AND RESTATED

    EMPLOYMENT
AGREEMENT

    


    Roger
Snow

    


    


    THIS AMENDED AND RESTATED
AGREEMENT (the “Agreement”) is made and entered into as of the 31st day
of December 2008, by and between Shuffle Master, Inc., a Minnesota corporation
(the “Company”), and Roger Snow (the “Employee”), a resident of the State of
Nevada.

    


    RECITALS:

    


    A.           The
Company is in the business of developing, manufacturing, distributing and
otherwise commercializing card shufflers, table games (both live and electronic)
and related gaming equipment and technology systems throughout the world (the
“Business”).

    


    B.           Company
and Employee want to create an at-will employment relationship that protects the
Company with appropriate confidentiality and non-compete covenants, and
compensates and rewards the Employee for performing his obligations for the full
term of this contract or such shorter term, as may be determined in accordance
with the terms and conditions of this Agreement.

    


    C.           The
Company and Employee desire that Employee be employed by the Company on the
terms and conditions of this Agreement.

    


    D.           The
Employee and Company have previously entered into an employment agreement dated
as of December 17, 2007 (the “Previous Agreement”), as amended by that First
Amendment dated November 16, 2008.

    


    E.           The
Company and the Employee desire to amend and restate the Previous Agreement
solely in order to make changes to comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”).

    


    


    AGREEMENT

    


    In consideration of the mutual promises
contained herein, Employee and the Company agree as follows:

    


    1.           Employment.  The
Company hereby employs Employee as its Executive Vice President, reporting to
the Chief Executive Officer of the Company, or his designee.  Employee
shall perform the duties of his position as assigned by the Chief Executive
Officer or his designee.  Subject to the other terms and conditions
hereof, Employee’s employment under this Agreement with the Company is for a
term of three years (the “Term”), beginning August 1, 2007 (the “Commencement
Date”), through July 31, 2010.  The parties acknowledge that from the
Commencement Date through November 16, 2008, Employee was employed as the
Company’s Senior Vice President – Products.

    


    2.           Salary, Bonus and
Benefits.

    


    
      	
              a.  

            	
              From
      the Commencement Date through October 31, 2008, Employee shall be paid an
      annual base salary of two hundred forty thousand dollars ($240,000), paid
      in the same intervals as other employees of the Company; and, for fiscal
      year 2007, Employee has received all bonus amounts to which he is
      entitled.  Further, if employed full-time through October 31,
      2008, then Employee will be eligible to receive an executive bonus in
      accordance with the terms and conditions of the executive bonus program
      authorized by the Board of Directors of the Company (the “Board”) for
      other senior management executives of the Company for fiscal year 2008, in
      a range of percentages, but with a target bonus of 50% of Employee’s base
      salary, but, for fiscal year 2008, Employee is guaranteed to receive a
      bonus of no less than Sixty Thousand Dollars
  ($60,000).

            


    

    


    
      	
              b.  

            	
              For
      any subsequent year after fiscal year 2008, Employee will receive an
      annual base salary of no less than his annual base salary for the
      immediately prior fiscal year of this Agreement, and will also be eligible
      to participate in an executive bonus program and/or in an individual
      performance bonus program as authorized by the Board for said
      period.

            


    

    


    
      	
              c.  

            	
              Other
      than the executive bonus program set forth herein, there are no other
      bonus programs or amounts, including Employee’s fiscal 2007 bonus program,
      applicable to Employee.

            


    

    


    
      	
              d.  

            	
              At
      the next regular-scheduled Board meeting after the execution hereof,
      Company shall recommend to the Board that the Employee be issued 30,000
      restricted stock units of the Company (the
      “RSUs”).  Notwithstanding any other provision contained herein,
      or in the Plan, the RSUs shall vest one-half on the second (2nd)
      anniversary of the initial grant date by the Board of Directors (the
      “Grant Date”) and one-half on the fourth (4th) anniversary of the Grant
      Date, provided the Employee is still employed, on a full-time basis, with
      the Company on each of said anniversary dates, but same may accelerate
      vest under certain conditions, as set by the Board.  Future
      equity grants, if any, will be at the discretion of the Board of
      Directors, provided, however, that such RSUs will be treated in such a
      manner as to comply with Section 409A of the
  Code.

            


    

    


    
      	
              e.  

            	
              Any
      stock options, the RSUs, and any other equity grants (“Equity”) issued at
      any time to Employee shall vest in accordance with the terms and
      conditions set forth in the applicable grant by the Board, and, as may be
      otherwise applicable, with any relevant terms and conditions of the
      Company’s 2004 Equity Incentive Plan (the “Plan”), as amended, or any
      subsequent plan, provided, however, that such RSUs will be treated in such
      a manner as to comply with Section 409A of the
  Code.

            


    

    


    
      	
              f.  

            	
              During
      the Term and provided the Employee is employed with the Company on a
      full-time basis, Employee shall receive an annual golf membership
      allowance in an amount not to exceed Six Thousand One Hundred Dollars
      ($6,100) per year.  The golf membership allowance shall include
      the golf membership fee and any golf course playing fees and cart
      fees.  In the event of a termination of Employee’s full-time
      employment by Company for just cause or a voluntary termination by
      Employee, Employee shall reimburse the Company for the prorated portion of
      the golf membership allowance remaining in the Company’s fiscal
      year.

            


    

    


    
      	
              g.  

            	
              Employee’s
      salary is set in the expectation that Employee’s full professional time
      will be devoted to Employee’s duties
hereunder.

            


    

    


    
      	
              h.  

            	
              During
      Employee’s employment with the Company, the Company will promptly pay or
      reimburse Employee for reasonable travel and other expenses incurred by
      Employee in the furtherance of or in connection with the performance of
      Employee’s duties.  Such reimbursement will be in accordance
      with Company policies in existence from time to
  time.

            


    

    


    
      	
              i.  

            	
              Notwithstanding
      any other provision contained herein, Employee shall be and is an employee
      “at will,” terminable at any time, with or without just cause or
      notice.

            


    

    


    3.           Outside Services or
Consulting.  Employee shall devote Employee’s full professional
time and best professional efforts to the Company.  Employee may
render other professional or consulting services to other persons or businesses
from time to time during the Term, only if Employee meets all of the following
requirements:

    


    
      	
              a.  

            	
              The
      services do not interfere in any manner with the Employee’s ability to
      fulfill all of his duties and obligations to the
  Company.

            


    

    


    
      	
              b.  

            	
              The
      services are not rendered to any business that may compete with the
      Company in any area of the Business or do not otherwise violate paragraph
      4 hereof.

            


    

    


    
      	
              c.  

            	
              The
      services do not relate to any products or services, which form part of the
      Business.

            


    

    


    
      	
              d.  

            	
              Employee
      informs and obtains the prior written consent of the Chief Executive
      Officer of the Company.

            


    

    


    4.           Non-competition.  In
consideration of the provisions of this Agreement, Employee hereby agrees that
he shall not, during the term of his full-time employment and for a period of
twenty-four (24) months thereafter:

    


    
      	
              a.  

            	
              Directly
      or indirectly own, manage, operate, participate in, consult with or work
      for any business that is engaged in the Business anywhere in the United
      States or Canada.  Notwithstanding the foregoing, it is
      understood and agreed that Employee may hold up to one percent (1%) of the
      shares of any publicly traded
company.

            


    

    


    
      	
              b.  

            	
              Either
      alone or in conjunction with any other person, partnership or business,
      directly or indirectly, solicit, hire, or divert or attempt to solicit,
      hire or divert any of the Employees, independent contractors, 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, on behalf of a competitor of or to the Business, any of the
      customers of the Company (or its affiliates or
  successors).

            


    

    


    
      	
              c.  

            	
              Directly
      or indirectly provide any services to any person, company or entity, which
      is engaged in the Business anywhere in the United States or
      Canada.

            


    

    


    5.           Confidentiality;
Inventions.

    


    
      	
              a.  

            	
              Employee
      shall fully and promptly disclose to the Company all inventions,
      discoveries, software and writings that Employee may make, conceive,
      discover, develop or reduce to practice either solely or jointly with
      others during Employee’s employment with the Company, whether or not
      during usual work hours.  Employee agrees that all such
      inventions, discoveries, software and writing shall be and remain the sole
      and exclusive property of the Company, and Employee hereby agrees to
      assign, and hereby assigns all of Employee’s right, title and interest in
      and to any such inventions, discoveries, software and writings to the
      Company.  Employee agrees to keep complete records of such
      inventions, discoveries, software and writings, which records shall be and
      remain the sole property of the Company, and to execute and deliver,
      either during or after Employee’s employment with the Company, such
      documents or assignments as the Company shall deem necessary or desirable
      to obtain such letters patent, utility models, inventor’s certificates,
      copyrights, trademarks or other appropriate legal rights of the United
      States and foreign countries as the Company may, in its sole discretion,
      elect, and to vest title thereto in the Company, its successors, assigns,
      or nominees.  If, after request, Employee fails to promptly
      execute any such documents or assignments, Employee hereby appoints the
      Company as its attorney-in-fact to execute, on Employee’s behalf and in
      Employee’s name, any such documents or
  assignments.

            


    

    


    
      	
              b.  

            	
              “Inventions,”
      as used herein, shall include inventions, discoveries, improvements, ideas
      and conceptions, developments and designs, whether or not patentable,
      tested, reduced to practice, subject to copyright or other rights or forms
      of protection, or relating to data processing, communications, computer
      software systems, programs and
procedures.

            


    

    


    
      	
              c.  

            	
              Employee
      understands that all copyrightable work that Employee may create while
      employed by the Company is a “work made for hire,” and that the Company is
      the owner of the copyright therein.  Employee hereby assigns all
      right, title and interest to the copyright therein to the
      Company.

            


    

    


    
      	
              d.  

            	
              Employee
      has no inventions, improvements, discoveries, software or writings useful
      to the Company or its subsidiaries or affiliates in the normal course of
      business, which were conceived, made or written prior to the date of this
      Agreement.

            


    

    


    
      	
              e.  

            	
              Employee
      will not publish or otherwise disclose, either during or after Employee’s
      employment with the Company, any published or proprietary or confidential
      information or secret relating to the Company, the Business, the Company’s
      operations or the Company’s products or services.  Employee will
      not publish or otherwise disclose proprietary or confidential information
      of others to which Employee has had access or obtained knowledge in the
      course of Employee’s employment with the Company.  Upon
      termination of Employee’s employment with the Company, Employee will not,
      without the prior written consent of the Company, retain or take with
      Employee any drawing, writing or other record in any form or nature which
      relates to any of the foregoing.  Notwithstanding the foregoing,
      Employee shall have the right, as reasonably necessary, to retain copies
      of this Agreement, any employee stock option and restricted stock
      agreements, and any other documents, information or materials related to
      Employee’s compensation or benefits from the Company, in order to
      confidentially review such items with Employee’s professional advisors or
      immediate family members.  In addition, and subject to the
      provisions of paragraph 22 hereof, nothing in this paragraph 5(e) or in
      paragraph 5(f) below shall be construed to prevent or preclude Employee
      from responding to legal process or testifying
  truthfully.

            


    

    


    
      	
              f.  

            	
              Employee
      understands that Employee’s employment with the Company creates a
      relationship of trust and confidence between Employee and the
      Company.  Employee understands that Employee may encounter
      information in the performance of Employee’s duties that is confidential
      to the Company or its customers.  For the Term hereof, and until
      the information falls into the public domain, Employee agrees to maintain
      in confidence all information pertaining to the Business or the Company to
      which Employee has access including, but not limited to, information
      relating to the Company’s products, inventions, trade secrets, know how,
      systems, formulas, processes, compositions, customer information and
      lists, research projects, data processing and computer software
      techniques, programs and systems, costs, sales volume or strategy,
      pricing, profitability, plans, marketing strategy, expansion or
      acquisition or divestiture plans or strategy and information of similar
      nature received from others with whom the Company does
      business.  Employee agrees not to use, communicate or disclose
      or authorize any other person to use, communicate or disclose such
      information orally, in writing, or by publication, either during
      Employee’s employment with the Company or thereafter except as expressly
      authorized in writing by the Company unless and until such information
      becomes generally known in the relevant trade to which it relates without
      fault on Employee’s part, or as required by law.  Subject to the
      foregoing, Employee shall have the rights set forth in the final two
      grammatical sentences of paragraph 5(e)
above.

            


    

    



    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    6.           Termination by Company Without Just
Cause

    


    
      	
              a.  

            	
              Employee’s
      employment by the Company is “at will;” therefore, subject to the terms
      and conditions hereof, the Company may terminate Employee’s full-time
      employment at any time either with or without just cause.  In
      the event of any termination of Employee’s full-time employment with the
      Company without just cause, then Employee will remain bound to the
      covenants not to compete and confidentiality obligations of paragraphs 4
      and 5 of this Agreement, according to their terms, and, provided Employee
      executes the Release (as defined in paragraph 6(a)(v), each one of the
      following shall apply, subject to Section 23
  hereof:

            


    

    


    i. Employee
shall be paid an amount equal to twelve (12) months of his then monthly base
salary paid over a period of twenty-four (24) months from said termination, in
equal monthly installments and at the same intervals as other Employees of the
Company are then being paid their base salaries;

    


    ii. Employee
shall continue to receive, during the twenty-four (24) months from said
termination, all medical insurance and any other benefits or insurance coverages
which Employee would have received had his employment not been so terminated, or
not extended, provided however, if the Employee is not eligible for said medical
insurance, the Company shall pay the COBRA premiums for continuation coverage
during the said twenty-four (24) month period; (For the avoidance of doubt, the
Company and Employee agree that it is the intent of this language and of this
paragraph 6(a) that this language means that, except for any Equity whose
vesting is contingent on Employee’s full time employment with the Company,
Employee will continue to vest in previous Equity awards during said 24 month
period after said termination);

    


    iii. Employee
shall receive, during the twenty-four (24) months from said termination,
additional compensation for his covenant not to compete equal to the average
annual bonus which Employee has received for the three most recent fiscal years
during which Employee was employed.  The amount due under this
paragraph 6(a)(iii) shall be paid in the same intervals as other Employees of
the Company are then being paid their base salaries;

    


    iv. Notwithstanding
anything else contained herein to the contrary, during the 24-month period
referred to in this paragraph 6, Employee shall be available to perform services
as a part-time employee of the Company and, subject to Employee’s other
professional duties, shall be available to the Chief Executive Officer of the
Company, or his designee, provided, however, that, for the avoidance of doubt,
the Employee shall perform services during such 24 month period at a level of no
more than 20 percent of the average level of bona fide services the Employee
performed over the immediately preceding 36 month period such that the Employee
shall have incurred a “separation from service” within the meaning of Section
1.409A-1(h) of the Department of Treasury Regulations on the date of the
Employee’s termination of employment.

    


    v. The
Company’s obligations to make the payments set forth in paragraph 6(a) and
Employee’s right to any payments, compensation, part-time employment or other
benefits as set forth in paragraph 6(a) is contingent upon and subject to
Employee executing, concurrently upon the cessation of Employee’s full-time
employment with the Company (or no later than fifty-five days thereafter), the
Company’s standard form general release (the “Release”), which Release shall,
generally, release the Company and its officers and representatives from any
claims, obligations, acts or omissions, known or unknown, which the Employee has
or may have against the Company, excepting only the Company’s obligations under
this Agreement, pursuant to and subject to its terms and
conditions.  Notwithstanding anything in this Section 6 to the
contrary, in any case where the first and last days of the period permitted to
execute the Release are in two separate taxable years of the Employee, payments
required by Sections 6(a)(i) and 6(a)(iii) of this Agreement shall not commence
until the later taxable year promptly following the execution of such
Release.

    


    


    
      	
              b.  

            	
              For
      purposes hereof, any of the following acts or events shall, at Employee’s
      option, constitute a termination without just cause under this paragraph 6
      (provided, however, that such termination occurs on or within two years of
      such acts or events):

            


    

    


    i. any
material diminution or reduction of Employee’s duties or responsibilities,
except as caused by the acts or omissions of Employee; or

    


    ii. any
material breach by Company of this Agreement.

    


    For
purposes of this Agreement, a termination without just cause shall not be deemed
to have occurred unless Employee provides the Company with notice of the events
described above within 90 days of the existence of the events, and the Company
is provided at least 30 days to cure the condition.

    


    7.           Early Termination by Company for Just
Cause.  The Company may terminate Employee for just
cause.  In the event the Company terminates the Employee for just
cause, the Employee will remain bound under the provisions of paragraphs 4 and
5, but will not be entitled to any compensation or benefits following his
termination of employment under this Agreement.  Termination for “just
cause” shall mean any of the following (and none of the following shall be
interpreted as cumulative):

    


    
      	
              a.  

            	
              dishonesty
      as to a matter which is materially injurious to the
    Company;

            


    

    


    
      	
              b.  

            	
              the
      commission of a willful act or omission intended or likely to materially
      injure the business of the Company;

            


    

    


    
      	
              c.  

            	
              a
      violation of any of the material provisions of Sections 4 and/or 5
      hereof;

            


    

    


    
      	
              d.  

            	
              a
      determination in good faith by the CEO or the President that the Employee
      has failed to make a good faith effort to fully perform his duties as
      assigned to the Employee, which failure is not remedied by the Employee
      within fifteen (15) days following written notice stating such alleged
      failure;

            


    

    


    
      	
              e.  

            	
              the
      Employee is repeatedly inattentive to his duties pursuant to this
      Agreement and has received written notice of same and, if curable, has
      failed to so cure within 15 days of such written notice;
  or

            


    

    


    
      	
              f.  

            	
              the
      Employee fails or is unable to become licensed in any jurisdiction where
      licensing is required, or once licensed, any loss or suspension
      thereof.

            


    

    


    8.           Voluntary Termination by
Employee.

    


    
      	
              a.  

            	
              In
      the event Employee voluntarily terminates his employment with the Company,
      Employee will remain bound under the provisions of paragraphs 4 and 5
      hereof, but will not be entitled to receive any compensation and benefits
      following his termination of employment except for any accrued but unpaid
      salary or other benefits required by
law.

            


    

    


    
      	
              b.  

            	
              Voluntary
      termination means an intentional termination by the Employee without good
      reason and without pressure by the Company; and further, provided that
      there was not a material breach of this Agreement by the Company, prior to
      any such termination that remains
uncured.

            


    

    


    9.           Cooperation with Change in
Control.  Employee will reasonably cooperate with the Company
in the event of a change in control.

     

    10.           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 including, without limitation, any
non-competition or similar agreement in favor of any other person or
entity.

     

    11.           Company
Policies.  During the term of Employee’s employment, Employee
shall engage in no activity or employment which may conflict with the interest
of the Company, and Employee shall comply with all policies and procedures of
the Company including, without limitation, all policies and procedures
pertaining to ethics.

     

    12.           Independent
Covenants.  The covenants and agreements on the part of the
Employee contained in paragraphs 4 and 5 hereof shall be construed as agreements
independent of any other provision in this Agreement; thus, 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 or bar to enforcement by the Company of those
covenants and agreements.

     

    13.           Injunctive
Relief.  In recognition of the irreparable harm that a
violation by Employee of any of the covenants contained in either paragraphs 4
or 5 hereof 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 or her 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; provided, however, that the issue
and amount, if any, of damages shall be litigated through arbitration as
required by paragraph 20 below.  Employee consents to the issuance of
such injunctive relief without the posting of a bond or other
security.

     

    14.           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.

     

    15.           Entire
Agreement.  This Agreement is the entire agreement of the
parties hereto concerning the subject matter hereof and supersedes and replaces
in its entirety any oral or written existing agreements or understandings
between the Company and the Employee relating generally to the same subject
matter.  Company and Employee hereby acknowledge that there are no
agreements, promises, representations or understandings of any nature, oral or
written, regarding Employee’s employment, apart from this Agreement, and
Employee acknowledges that no promises, representations or agreements not
contained in this Agreement have been made or offered by the
Company.  This Agreement supersedes the compensation agreement between
the Company and the Employee, dated as of November 1, 2004, and any bonus
programs previously in effect between the Company and the Employee.

     

    16.           Severability.  It is
agreed and understood by the parties hereto that if any provision of this
Agreement should be determined by an arbitrator or 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, and the court shall
be authorized by the parties to reform this Agreement in the least way necessary
in order to make it reasonable and enforceable.

     

    17.           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.

     

    18.           Heirs, Successors and Assigns.
The terms, conditions, obligations, agreements 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, assigns, and/or
acquirers, including any entity which acquires, merges with, or obtain control
of the Company.

     

    19.           Waiver of
Breach.  The waiver by either the Company or the Employee of
any breach of any provision of this Agreement shall not operate as or be deemed
a waiver of any subsequent breach by either the Company or the
Employee.

     

    20.           Dispute
Resolution.  Except for the Company’s right (either pursuant to
paragraph 13 hereof or otherwise) to injunctive relief to enforce the provisions
of paragraphs 4 and 5 hereof, the exclusive forum for the resolution of any
dispute arising under this Agreement or any question of interpretation regarding
the provisions of this Agreement (other than disputes relative to paragraphs 4
or 5 hereof) shall be resolved by arbitration, to be held in Clark County,
Nevada, in accordance with the rules of the American Arbitration Association
(“AAA”).  Such arbitration shall be before an arbitrator, chosen in
accordance with the rules then in effect of the AAA.  In the event the
Employee and Company fails within a reasonable period of time to agree on an
arbitrator, the arbitrator shall be chosen by the AAA.  The decision
of the arbitrator shall be final, conclusive and binding upon the Company and
Employee.  In no event shall either party be entitled to nor shall any
arbitrator award any punitive, consequential or exemplary damages.

     

    21.           Amendment.  This
Agreement may be amended only by a document in writing signed by both the
Employee and a Corporate Officer of the Company, and no course of dealing or
conduct of the Company shall constitute a waiver of any of the provisions of
this Agreement.

     

    22.           Non-Disparagement and
Cooperation.

     

    
      	
              a.  

            	
              During
      any period of time wherein the Company is paying any base salary to
      Employee, whether during the Term hereof or during any time after the
      termination or expiration of this Agreement, and for a period of three (3)
      years thereafter, Employee shall not disparage or otherwise make any
      negative comments about the Company, its policies, products, Employees or
      management.  The Company may enforce these non-disparagement
      provisions by resort to injunctive relief as set forth in paragraph 13, in
      addition to any other damages that it may be entitled to under this
      Agreement or otherwise at law.  Notwithstanding the foregoing,
      nothing in this paragraph 22(a) shall preclude Employee from fully
      pursuing any legitimate claims he may have or from testifying truthfully
      in an arbitration or other legal
proceeding.

            


    

    


    
      	
              b.  

            	
              Employee
      agrees to fully cooperate with the Company and its affiliates during the
      entire scope and duration of any litigation or administrative proceedings
      involving any matters with which Employee was involved during Employee's
      employment with the Company.  Such cooperation shall be subject
      to the reasonable demands of any subsequent employment undertaken by
      Employee, and Company shall cover any reasonable out-of-pocket expenses of
      Employee in so cooperating, excluding, any attorney’s fees incurred by
      Employee, unless said attorney’s fees are expressly authorized, permitted,
      or required under this paragraph
22.

            


    

    


    In the
event Employee is contacted by parties or their legal counsel involved in
litigation adverse to the Company or its affiliates, Employee (i) agrees to
provide notice of such contact as soon as practicable; and (ii) acknowledges
that any communication with or in the presence of legal counsel for the Company
(including without limitation the Company's outside legal counsel, the Company's
inside legal counsel, and legal counsel of each related or affiliated entity of
the Company) shall be privileged to the extent recognized by law and, further,
will not do anything to waive such privilege unless and until a court of
competent jurisdiction decides that the communication is not
privileged.  In the event the existence or scope of the privileged
communication is subject to legal challenge, then the Company must either waive
the privilege or pursue litigation to protect the privilege at the Company's
sole expense.

    


    23.           Section 409A
Compliance.

    


     

    
      	
              a.  

            	
              This
      Agreement is intended to comply with Section 409A of the Code (to the
      extent applicable) and, to the extent it would not adversely impact the
      Company, the Company agrees to interpret, apply and administer this
      Agreement in a manner necessary to comply with such requirements and
      without resulting in any diminution in the value of payments or benefits
      to the Employee. Notwithstanding any other provisions of this Agreement,
      the Company does not guarantee that payments will be exempt or comply with
      Section 409A of the Code, nor will the Company indemnify, defend or hold
      harmless Employee with respect to the tax consequences of any such
      failure.

            


    

     

    
      	
              b.  

            	
              It
      is intended that (i) each installment of the payments provided under this
      Agreement is a separate “payment” for purposes of Section 409A of the
      Code, (ii) that the payments satisfy, to the greatest extent possible, the
      exemptions from the application of Section 409A of the Code provided under
      Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and
      1.409A-1(b)(9)(v) and (iii) all amounts set forth in Section 6 shall be
      payable only upon a termination of the Employee’s employment that
      constitutes a “separation from service” within the meaning of Treasury
      Regulation 1.409A-1(h).

            


    

     

    
      	
              c.  

            	
              Notwithstanding
      anything to the contrary in this Agreement, if the Company determines (i)
      that on the date the Employee’s employment with the Company terminates,
      the Employee is a “specified employee” (as such term is defined under
      Treasury Regulation 1.409A-1(i)(1)) of the Company and (ii) that any
      payments to be provided to the Employee pursuant to this Agreement are or
      may become subject to the additional tax under Section 409A(a)(1)(B) of
      the Code or any other taxes or penalties imposed under Section 409A of the
      Code if provided at the time otherwise required under this Agreement then
      such payments shall be delayed until the date that is six months after the
      date of the Employee’s “separation from service” with the Company, or, if
      earlier, the date of the Employee’s death.  Any payments delayed
      pursuant to this Section 23 shall be made in a lump sum on the first day
      of the seventh month following the Employee’s “separation from service”
      (as such term is defined under Treasury Regulation 1.409A-1(h)), or, if
      earlier, the date of the Employee’s
death.

            


    

     

    
      	
              d.  

            	
              To
      the extent that any reimbursement, fringe benefit or other, similar plan
      or arrangement in which the Employee participates during the term of
      Employee’s employment under this Agreement or thereafter provides for a
      "deferral of compensation" within the meaning of Section 409A of the Code,
      (i) the amount eligible for reimbursement or payment under such plan or
      arrangement in one calendar year may not affect the amount eligible for
      reimbursement or payment in any other calendar year (except that a plan
      providing medical or health benefits may impose a generally applicable
      limit on the amount that may be reimbursed or paid), and (ii) subject to
      any shorter time periods provided herein or the applicable plans or
      arrangements, any reimbursement or payment of an expense under such plan
      or arrangement must be made on or before the last day of the calendar year
      following the calendar year in which the expense was
    incurred.

            


    

     

    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.

            	 
      	
               

              ROGER
      SNOW

            
	
               

               

              BY:   /s/ Mark L.
      Yoseloff

            	 
      	
               

               

              BY:   /s/ Roger
      Snow

            
	
               

              ITS:  Chief Executive
      Officer

            	 
      	 
      


    

    


    


    


    
      	
              APPROVED:

            	 
      	 
      
	
               

              COMPENSATION
      COMMITTEE

            	 
      	 
      
	
               

               

              BY:   /s/ Lou
      Castle

            	 
      	 
      
	
               

              ITS:  Chairman

            	 
      	 
      


    

    


    


    


    


    


    


    



    
      
         


      

      
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