Exhibit
10.31


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


EXECUTIVE EMPLOYMENT AGREEMENT dated
as of March 9, 2005, by and between BALLY GAMING, INC., a Nevada
corporation, 6601 South Bermuda Road, Las Vegas, Nevada 89119 (“Bally” or the “Company”), and RAMESH
SRINIVASAN, 1509 Monarch Drive, Marietta, GA 30062 (the “Executive”).


 


The parties agree as follows:


 


1.             Employment.
The Company employs Executive, and Executive accepts employment by the
Company, on the terms and conditions set forth in this Agreement, beginning on March 9,
2005, or on acceptance by Executive, whichever occurs later (the “Effective
Date”). This Agreement is not intended to create an agreement of employment for
any specific term or otherwise alter the at-will nature of Executive’s
employment relationship with Alliance Gaming.


 


2.             Position
and Duties. Executive shall serve as Executive Vice President for Bally’s
Systems Division and shall report to the President and Chief Executive Officer
of Bally and of Alliance Gaming Corporation, Bally’s parent company. Executive
shall perform the duties contemplated by such title and such other duties,
consistent with his experience and abilities, as the President and Chief
Executive Officer of Bally may assign to Executive. Executive shall devote his
full time and efforts to the business and affairs of the Company, use his best
efforts to advance the interests of the Company, and at all times conduct
himself in a manner that reflects credit on the Company. It is contemplated
that Executive shall render services to the Company from the Company’s
principal place of business; however, the parties acknowledge and agree that
Executive may be required to travel extensively in fulfilling his duties
hereunder.


 


3.             Compensation.


 


(a)           Salary. The Company shall pay Executive a
base salary of $250,000 a year in installments on the regularly recurring
paydays in accordance with the Company’s practice. Increases in the base salary
shall be considered by the Company at least annually, beginning with the
completion of the first year of employment and will be based on criteria
applicable to other senior executives of the Company, provided, however, that
the award of any such increase shall be at the sole discretion of the Company.
Notwithstanding the foregoing, it is agreed that Executive’s base salary shall
increase to $275,000 on January 1, 2006.


 


(b)           Management Incentive Program. Executive
shall be entitled to participate in the Company’s Management Incentive Program
established for the Company at the level of business unit head. This incentive
plan entitles Executive to receive up to 100 percent of Executive’s base salary
for performance at plan. For fiscal 2005, Executive will receive a pro rata
portion of the existing incentive plan based on Executive’s tenure during the
fiscal year, provided, however, that the bonus shall not be less than $50,000.
It is understood that the Company may modify at its sole


 


1





















 


discretion its incentive plan for the years
after fiscal 2005 upon providing written notice to Executive.


 


(c)           Options. Executive shall be entitled to
receive options to acquire an aggregate of 300,000 shares of the
publicly-traded common stock of the Company’s publicly-traded parent company,
Alliance Gaming Corporation. The exercise price of the options shall be equal
to the closing market price on the date Executive begins actual work for the
Company (the “Start Date”).  The
options shall “vest” (that is, become exercisable by Executive) in four
installments as follows: 125,000 shares on the first anniversary of the Start
Date; 70,000 shares each on the second and third anniversaries of the Start
Date; and 35,000 shares vesting on September 2, 2008. The options shall be
subject to the applicable long-term incentive plan and Alliance Gaming’s
standard stock option agreement. Executive shall be eligible to receive
additional grants in the future, at the discretion of and as approved by
Alliance Gaming’s board of directors, and commensurate with peer positions.


 


(d)           Restricted stock. Executive shall receive
an award of 20,000 shares of restricted stock under Alliance Gaming Corporation’s
Amended and Restated 2001 Long Term Incentive Plan (the “Plan”) on the Start
Date (the “Restricted Stock”). The Restricted Stock shall vest according to the
following schedule: 50 percent on the Start Date, and the remaining 50 percent
on September 2, 2008. Executive shall be eligible to receive additional
grants in the future, at the discretion of and as approved by Alliance Gaming’s
board of directors, and commensurate with peer positions.


 


(c)           Reimbursement of expenses. In accordance
with established policies and procedures of the Company as in effect from time
to time, the Company shall pay or reimburse Executive for all reasonable and
actual out-of-pocket expenses including but not limited to travel, hotel, and
similar expenses, incurred by Executive from time to time in performing his
obligations under this Agreement.


 


(f)            Relocation Expenses. The Company will pay
the reasonable costs incurred by Executive and his family relocating from
Atlanta, Georgia, to Las Vegas, Nevada, pursuant to a moving and relocation
budget submitted by Executive and approved by the Company. Payments made by the
Company for reimbursement of relocation expenses may be subject to federal,
state or local taxation, for which Executive shall be responsible, provided,
however, that the Company shall “gross up” the reimbursement to cover the taxes
that Executive must pay directly. The Company will pay for air and ground
transportation, food and lodging costs for Executive’s family incurred during
two home-finding trips, not to exceed four days each and completed within six
months after the Start Date, for Executive and Executive’s immediate family to
the Las Vegas, Nevada, area. The Company will pay the entire costs for an
intermediate size rental car for the Executive in Las Vegas for a maximum of
one month after the Start Date. The Company will pay the rent on a furnished,
two-bedroom apartment in Las Vegas for six months or until Executive purchases
a residence, whichever occurs first. The Company will pay the hotel costs
associated with the period of time Executive needs to temporarily reside prior
to finding the appropriate apartment in Las Vegas. If Executive decides to purchase
a


 


2





















 


single-family
residential home in Clark County, Nevada, the Company will pay the actual
closing costs (not to exceed customary purchaser closing costs) at the close of
escrow for the purchase of the residence; however, Executive will be
responsible for the down payment and all other payments in connection with the
purchase. If Executive sells Executive's house in Atlanta by December 31,
2005, the Company shall pay the actual closing costs (not to exceed customary seller
closing costs), including commissions, at the close of escrow.


 


(g)           Commuting
expenses. During the first six months of Executive's employment, the
Company shall pay or reimburse Executive for the reasonable expenses of not
more than two commutes a month between Atlanta and Las Vegas.


 


(h)           Vacation.
Executive shall be entitled to annual paid vacation time in accordance with the
Company's policy with respect to the senior executives of the Company prorated
for any partial employment year.


 


(i)            Other benefits; COBRA payments. Executive shall be entitled
to other employment benefits, including but not limited to life insurance,
medical and hospitalization, disability, and retirement benefits, consistent
with the benefits provided to other senior executives of the Company. The
Company will pay the cost of maintaining Executive's health insurance with his
former employer ("COBRA" payments) during the waiting period before
Executive is covered under the Company's plan.


 


(j)            No Reduction. There shall be no material reduction or
diminution of the benefits provided in this section 3 during the term of
this Agreement unless (i) Executive consents in writing, (ii) an
equitable arrangement (embodied in a substitute or alternative benefit or plan)
is made with respect to such benefit or plan, or (iii) the reduction is
part of a program of across-the-board benefit reductions similarly affecting
the senior executive officers of the Company.


 


4.             Termination or Material Change of Employment


 


(a)           At-will employment.
Executive's employment with the Company is "at-will." Either
Executive or the Company may terminate Executive's employment at any time with
or without cause.


 


(b)           Termination by
Company for cause.


 


(1)           The Company may
terminate this Agreement for cause at any time immediately on notice to
Executive, in which case the Company's obligations and Executive's rights under
this Agreement shall terminate. For purposes of this provision, the term
"cause" includes, but is not limited to: 


 


(i)            Executive's clear
and substantiated insubordination, fraud, disloyalty, dishonesty, willful misconduct,
or gross negligence in the performance of Executive's duties under this
Agreement, including 


 


3





















 


willful failure to perform such duties as may
properly be assigned to Executive under this Agreement.


 


(ii)           Executive’s
material breach of any material provision of this Agreement.


 


(iii)          Executive’s
failure to qualify (or having so qualified being thereafter disqualified) under
any suitability or licensing requirement of any jurisdiction or regulatory
authority to which Executive may be subject by reason of his position with the
Company and its affiliates or subsidiaries. The Company will use its best
efforts to work with Executive in fulfilling the requirements and will promptly
provide written information on the suitability and licensing requirements to
Executive so that Executive may adequately prepare.


 


(iv)          Executive’s
commission of a crime against the Company or violation of any law, order, rule,
or regulation pertaining to the Company’s business.


 


(v)           Executive’s
inability to perform the job functions and responsibilities assigned in
accordance with reasonable standards established from time to time by the
Company in its sole and reasonable discretion.


 


(vi)          The
Company’s obtaining from any reliable source accurate information with respect
to Executive that would, in the reasonable opinion of the Company, jeopardize
the gaming licenses, permits, or status of the Company or any of its
subsidiaries or affiliates with any gaming commission, board, or similar
regulatory or law enforcement authority.


 


(2)           Any
termination by the Company for cause shall not be in limitation of any other
right or remedy the Company may have under this Agreement or otherwise.


 


(c)           Termination by Company without cause.  The Company may terminate this
Agreement at any time without cause (as defined in paragraph 4.(b)(1)),
whereupon the Company’s obligations and Executive’s rights under this Agreement
shall terminate, except that the Company shall continue to pay Executive an
amount equal to Executive’s base salary for twelve months after the date of
termination, offset by any compensation received by Executive (regardless of
when received) and attributable to other employment during the six-month period
that begins six months after termination.


 


(d)           Change of Control or
Diminution of Duties:


 


(1)           Termination by Executive. If Executive
resigns for any reason, the Company’s obligations and Executive’s rights under
this Agreement shall


 


4





















 


terminate, provided, however, that a
resignation following a change of control or a material diminution of Executive’s
duties shall be treated as a termination without cause under paragraph 4.(c).


 


(2)           “Change of Control” defined. As used in
this section 4.(d), a change of control shall be deemed to have occurred
upon the earliest to occur of the following events: (i) the date the
stockholders of the Company (or the Board, if stockholder action is not
required) approve a plan or other arrangement pursuant to which the Company
will be dissolved or liquidated; (ii) the consummation of the sale, lease,
or other disposition of all or substantially all of the assets of the Company; (iii) the
tender of more than 50 percent of the Company’s capital stock to a
non-affiliate or a merger, consolidation, or recapitalization of the Company
with a non-affiliate such that the stockholders of the Company immediately
prior to the consummation of such transaction possess less than 50 percent of
the voting securities of the surviving entity immediately after the
transaction, or (iv) the individuals who, as of the date of this
Agreement, were members of the Board cease for any reason to constitute at
least a majority of the Board.


 


(3)           “Diminution of duties” defined. As used in
this section 4.(d), Executive’s duties shall be deemed to have been
materially diminished if he no longer reports to the president and chief
executive officer of the Company or of Alliance Gaming Corporation or if his
position or title or duties are otherwise substantially diminished.


 


(4)           Increased Benefits:  In the event that a change of
control should occur as defined in paragraph 4.(d)(2), Executive shall be
eligible to receive any additional (other than those defined in the paragraphs
above) acceleration in benefits, financial packages, stock options and
restricted stock, and compensation accorded to other Company senior executives
with the exception of those accorded to the Company’s chief executive officer
and chief Financial officer.


 


5.             Restrictive covenants.


 


(a)           Covenant not to compete.


 


(1)           Executive will not
compete with the Company:


 


(i)            During
the term of this Agreement;


 


(ii)           For
twelve months after the Company terminates Executive’s employment for cause (as
defined in paragraph 4.(b)(1)) or after Executive resigns for any reason;


 


5





















 


(iii)          For
up to twelve months after Executive is terminated without cause, subject to the
Company continuing to pay Executive’s base salary as required in paragraph
4.(c).


 


(2)           As
used in section 5.(a), “compete” means to establish, engage, or be
connected with, directly or indirectly, any company engaged in a business in
competition with the business of the Company or its subsidiaries or affiliates
in any area where the Company is doing business, whether as owner, partner,
agent, employee, director, officer, consultant, advisor, or stockholder (except
as the beneficial owner of not more than 5 percent of the outstanding shares of
a corporation, any of the capital stock of which is listed on any national or
regional securities exchange or quoted in the daily listing of over-the-counter
market securities and, in each case, in which Executive does not undertake any
management or operational or advisory role).


 


(3)           The
Company and Executive acknowledge and agree that the scope and duration of the
covenant in section 5.(a) are reasonable and fair; however, if a
court of competent jurisdiction determines that this covenant is overly broad
or unenforceable in any respect, the Company and Executive acknowledge and
agree that the covenant shall be enforced to the greatest extent any such court
deems appropriate, and such court may modify this covenant to that extent.


 


(b)           Covenant not to solicit customers, employees, or
consultants. Executive shall not, directly or indirectly, during the
term of this Agreement and for twelve months after its expiration or
termination for any reason, (i) solicit the trade or patronage of any of
the customers or prospective customers of the Company (which, for purposes of
this paragraph, shall include any of the Company’s subsidiaries or affiliates)
of which the Executive has personally engaged with in his capacity as Executive
or of anyone whom the Executive has heretofore traded or dealt with in his
capacity within the Company, regardless of the location of such customers or
prospective customers of the Company with respect to any technologies,
services, products, trade secrets, or other matters in which the Company is
active, or (ii) aid or endeavor to solicit or induce any other employee or
consultant of the Company to leave the Company to accept employment of any kind
with any other person or entity.


 


(c)           Confidential Information. Executive’s work
for the Company will give Executive access to confidential matters of the
Company not publicly known such as proprietary matters of a technical nature
(including but not limited to know-how, technical data, gaming processes,
gaming equipment, techniques, developments) and proprietary matters of a
business nature (including but not limited to information about costs, profits,
markets, sales, lists of customers, and matters received by the Company in
confidence from other parties), collectively referred to as “Confidential
Matters.” Some Confidential Matters may be entitled to protection as “Trade Secrets,” as that term is
defined in N.R.S. 600A.030(5), the Restatement of Torts, and case law
interpreting the same. “Confidential Matters” shall not include any matters for
which Executive has prior knowledge of prior to the Effective Date of


 


6





















 


this Agreement or matters that are known or
come to be known as industry standard practice. Executive agrees to keep secret
all such Confidential Matters and agree not to directly or indirectly, other
than is necessary in the business of the Company and the scope of Executive’s
employment, disclose or use any such Confidential Matters at any time except
with prior written consent of the Company. Executive agrees that all written
materials (including correspondence, memoranda, manuals, notes, and notebooks)
and all models, mechanisms, devices, drawings, and plans in Executive’s
possession from time to time (whether or not written or prepared by Executive)
embodying Confidential Matters shall be and remain the sole property of the
Company, and Executive will use all reasonable precautions to assure that all
such written materials and models, mechanisms, devices, drawings, and plans are
properly protected and kept from unauthorized persons. Executive further agrees
to deliver all Confidential Matters, including copies, immediately to the
Company on termination of Executive’s employment for any reason, or at any time
the Company may request. Unless required by court proceeding, for a period of
three years after termination of Executive’s employment with the Company for
any reason, Executive shall not reveal directly or indirectly to any person or
entity or use for Executive’s personal benefit (including without limitation,
for the purpose of soliciting business, whether or not competitive with any
business of the Company) any Confidential Matters. These obligations will not
apply to the extent that the Confidential Matters (i) were already known
to the Executive, without an obligation to keep it confidential, at the time of
its receipt from the Company; (ii) were received by the Executive in good
faith from a third party lawfully in possession thereof and having no
obligation to keep such information confidential; or (iii) were publicly
known at the time of its receipt by the Executive or has become publicly known
other than by a breach of this Agreement or other action by the Executive. To
the extent that any Confidential Matters are considered by the Company as Trade
Secrets, Executive agrees that all limitations on use of these Trade Secrets
shall last as long as such information remains a trade secret under applicable
law. Executive further agrees that immediately upon or after termination,
Executive will deliver to the Company all memoranda, notes, reports, lists,
models, mechanisms, devices, drawings or plans and other documents (and all
copies thereof) in Executive’s possession relating to the business of the
Company or its subsidiaries and affiliates.


 


(d)           Non-disparagement. Each party agrees that,
during Executive’s employment with the Company and after the termination
thereof for any reason, neither shall, publicly or privately, intentionally disparage
or make any willful statements (written or oral) that could impugn the
integrity, acumen (business or otherwise), ethics, or business practices of the
other (including, in the case of the Company, its affiliates and subsidiaries),
except, in each case, to the extent (but solely to the extent) necessary (i) in
any judicial or arbitration action to enforce the provisions of this Agreement,
or (ii) in connection with any judicial or administrative proceeding to
the extent required by applicable law, or (iii) as otherwise required by
law.


 


(e)           Intellectual Property. Executive shall
promptly disclose in writing to the Company all inventions, discoveries,
concepts, ideas, developments, improvements, and innovations, whether or not
patentable, and the expressions of all inventions,


 


7





















 


discoveries, concepts, ideas, developments, improvements, and
innovations, whether or not copyrightable (collectively “Inventions”),
conceived, developed, or first actually reduced to practice by Executive,
either alone or with others, during Executive’s employment with the Company,
that (i) relate in any manner to the existing or contemplated business or
research activities of the Company, (ii) are suggested by or result from
Executive’s work for the Company; or (iii) result from the use of time,
materials, or facilities of the Company. All Inventions Executive conceives,
develops, or first actually reduces to practice, either alone or with others,
while employed by the Company that relate in any manner to the existing or
contemplated business or research activities of the Company shall be the
exclusive property of the Company. Executive will, at the request and expense
of the Company, execute specific assignments to any such Inventions and
execute, acknowledge, and deliver patent applications and such other documents
(including but not limited to all provisionals, continuations,
continuations-in-part, continued prosecution applications, extensions,
re-issues, re-examinations, divisionals and foreign counterparts) and take such
further action as may be considered necessary by the Company at any time,
whether during Executive’s employment with the Company or after it terminates
for any reason, to obtain and define letters patent in any and all countries
and to vest title to such Inventions and related patents or patent applications
in the Company or its assignees. Any Invention that Executive discloses to a
third person or describes in a patent application filed by Executive or in Executive’s
behalf during Executive’s employment with the Company or within three months
after Executive’s employment with the Company terminates for any reason shall
be presumed to have been conceived or made by Executive during Executive’s
employment with the Company unless proved to have been conceived and made by
Executive after the expiration or termination of this Agreement.


 


(f)            Injunctive relief;
jurisdiction. Executive
acknowledges that the Company will suffer irreparable injury, not readily
susceptible of valuation in monetary damages, if Executive breaches any of
Executive’s obligations under the restrictive covenants in this section 5.
Accordingly, Executive agrees that the Company will be entitled, at its option,
to injunctive relief against any breach by Executive of Executive’s obligations
under section 5 in any federal or state court of competent jurisdiction
sitting in Nevada, in addition to monetary damages and any other remedies
available at law or in equity. Executive hereby submits to the jurisdiction of
such courts for the purposes of any actions or proceedings instituted by the
Company to obtain such injunctive relief, and agree that process may be served
on Executive under the relevant rules of civil procedure, addressed to
Executive’s last address known to the Company, or in any other manner
authorized by law.


 


(g)           Material inducements. The restrictive covenants and other
provisions in this letter agreement are material inducements to the Company
entering into and performing its obligations under this letter agreement.
Accordingly, in the event of any proven breach of these provisions by
Executive, in addition to all other remedies at law or in equity possessed by
the Company, including but not limited to the right to enforce the covenants Executive
has agreed to in this Agreement, the Company shall have


 


8





















 


the right to terminate this agreement and Executive’s
employment with the Company and not pay any amounts payable to Executive under
this Agreement.


 


6.             Licenses and approvals. This Agreement is contingent on any necessary
approvals and licenses from any regulatory authorities having jurisdiction over
the parties or the subject matter of this Agreement. Each party shall promptly
apply to the appropriate regulatory authorities for any licenses and approvals
necessary for Executive to perform under this Agreement and shall diligently
pursue its applications, and the Company shall pay all associated costs and
fees. Each party shall fully cooperate with any requests, inquiries, or
investigations of any regulatory authorities or law enforcement agencies in
connection with the Company, its affiliates, or this Agreement. If any license
or approval necessary for either party to perform under this Agreement is
denied, suspended, or revoked, this Agreement shall be void, provided, however,
that if the denial, suspension, or revocation affects performance of the
Agreement in part only, the parties may by mutual agreement continue to perform
under this Agreement to the extent it is unaffected by the denial, suspension,
or revocation.


 


7.             Compliance program. The parties acknowledge that the Company
operates under privileged licenses in a highly regulated industry, and that its
parent company, Alliance Gaming Corporation, maintains a compliance program to
protect and preserve the name, reputation, integrity, and good will of Alliance
Gaming Corporation and its subsidiaries (including the Company) and affiliates
through a thorough review and determination of the integrity and fitness, both
initially and thereafter, of any person or company that performs work for those
companies or with which those companies are otherwise associated, and to
monitor compliance with the requirements established by gaming regulatory
authorities in various jurisdictions around the world. This Agreement and the
association of the Company and its affiliates with Executive are contingent on
the continued approval of Alliance Gaming Corporation and its compliance
committee under the Alliance Gaming Corporation compliance program. The parties
shall cooperate with Alliance Gaming Corporation and its compliance committee
as reasonably requested by Alliance Gaming Corporation or the committee and
shall provide the committee with such information as it may request. If
Alliance Gaming Corporation, acting on the reasonable recommendation of the
committee, withdraws its approval of this Agreement or of Executive, then this
Agreement shall be void and neither party shall have any rights thereunder.


 


8.             Executive’s Indemnification.
To the extent permitted by
applicable law, Executive shall be indemnified by the Company against expenses,
including attorneys’ fees, necessarily incurred by Executive in connection with
the defense or settlement of any action, suit, or proceeding to which he is a
party, alone or together with others, by reason of his being or having been an
Executive of the Company. To the extent permitted by applicable law, Executive
shall also be reimbursed by the Company for any amounts paid by such person in
satisfaction of any judgment or settlement in connection with any such action,
suit, or proceeding, unless the amount of such judgment shall be adjudged on
such action, suit, or proceeding to be liable for willful misconduct in violation
of law or the Company’s written policies. It shall be the responsibility of the
Company to obtain and keep current adequate liability insurance coverage to
ensure that this provision shall be complied with as written.


 


9





















 


9.             General Provisions.


 


(a)           Arbitration. Any controversy or claim arising out of or
relating to this Agreement or its breach shall be settled by arbitration in Las
Vegas, Nevada, in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, and judgment on the award rendered by the
arbitrator or arbitrators may be entered in any court having jurisdiction
thereof. Nothing contained in this section shall in any way deprive the
Company of its right to obtain injunctive or other equitable relief under section 5
of this Agreement.


 


(b)           Further assurances. Each party shall execute all documents and
take all other actions necessary to effect the provisions and purposes of this
Agreement.


 


(c)           Entire agreement. This Agreement contains the entire agreement
between the parties and supersedes all other oral and written agreements
previously entered into by the parties concerning the same subject matter,
provided, however, that except as modified by this Agreement, the terms and
conditions of Executive’s employment with the Company shall be subject to the
Company’s regular employment policies and practices as may be in effect from
time to time.


 


(d)           Modification, rescission,
and assignment. This
Agreement may be modified or rescinded only with the written consent of both
parties. Neither this Agreement nor any right or interest under this Agreement
shall be assignable by either party without the written consent of the other,
provided, that nothing contained in this Agreement shall limit or restrict the
Company’s ability to merge or consolidate or effect any similar transaction
with any other entity, irrespective of whether the Company is the surviving
entity (including a split up, spin off, or similar type transaction), provided
that one or more of such surviving entities continues to be bound by the
provisions of this Agreement.


 


(e)           Controlling law;
severability. Nevada law
shall govern this Agreement and its interpretation. If any provision is
unenforceable for any reason, it shall be deemed stricken from the Agreement
but shall not otherwise affect the intention of the parties or the remaining
provisions of the Agreement.


 


(f)            Binding effect. This Agreement shall bind and inure to the
benefit of each of the parties and their respective heirs, successors,
administrators, executors, and assigns.


 


(g)           Notices. All notices required by this Agreement must
be in writing and must be delivered, mailed, or telecopied to the addresses
given above or such other addresses as the parties may designate in writing.


 


(h)           Counterparts; facsimiles. This Agreement may be executed in
counterparts, each of which shall be deemed an original, and all of which,
taken together, shall constitute one and the same instrument. This Agreement
may be executed and delivered by exchange of facsimile copies showing the
signatures of the parties, and those signatures need not be affixed to the same
copy. The facsimile copies so signed will


 


10





















 


constitute originally signed copies of the
same consent requiring no further execution.


 


(i)            Captions; construction; drafting ambiguities. The
captions in this Agreement are for convenience only and shall not be used in
interpreting it. In interpreting this Agreement any change in gender or number
shall be made as appropriate to fit the context. Each party has reviewed and
revised this Agreement with independent counsel or has had the opportunity to
do so. The rule of construction that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this
Agreement or of any amendments or exhibits to this Agreement.


 


IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed as of the date first set forth above.


 


BALLY GAMING, INC.


 


	
  By:

  	
  /s/ Richard Haddrill

  	
   

  	
  /s/ Ramesh Srinivasan

  	
   

  
	
   

  	
  Richard Haddrill

  	
   

  	
  Ramesh Srinivasan

  	
   

  
	
   

  	
  President and Chief Executive Officer

  	
   

  



 


11