Exhibit
10.30


 


AMENDMENT
TO EMPLOYMENT AGREEMENT


 


This Amendment to that certain employment
letter dated as of March 2, 2004 (the “Employment Agreement”), by
and between Alliance Gaming Corporation, a Nevada corporation (the “Company”‘),
and Robert Luciano (“Luciano”), is made and entered into as of April 13,
2005 (the “Effective Date”) by and between the Company and Luciano (the “Amendment”).


 


WHEREAS, the Employment Agreement provides
for Luciano’s employment by Bally Gaming, Inc. (“Bally”), as
Executive Vice President of Bally and President of Sierra Design Group; and


 


WHEREAS, the Company and Luciano desire to
amend the Employment Agreement to reflect Luciano’s new title, to assign to
Luciano all of the rights, title and interest in certain patents, and to
provide for the grant to Luciano of options to acquire shares of the Company’s
common stock under the Company’s Amended and Restated 2001 Long Term Incentive
Plan (the “Plan”).


 


NOW THEREFORE, on the basis of the foregoing
premises and in consideration of the mutual covenants and agreements contained
herein, the parties hereto agree as follows:


 


1.             Position
and Title. From and after the Effective Date, Luciano’s position, title and
duties shall be: Chief Technology Officer of Bally, reporting to the President
of Bally, with such duties as may be assigned by the President of Bally. In
addition, from and after the Effective Date, all references in the Employment
Agreement to Sierra Design Group shall, to the extent applicable, be deemed
references to Bally.


 


2.             Assignment
of Golf Ball Patents and Related Technology. Notwithstanding anything in
the Employment Agreement to the contrary, and subject to any approval of the
Company’s lenders that may be required for such an assignment, Bally shall
assign to Luciano all of the rights, title and interest in and to the patents
listed on Exhibit A hereto, each of which was acquired by the Company in
connection with its acquisition of Sierra Design Group on March 2, 2004,
and any similar or related patents or technology involving the tracking or
detection of golf balls in non-casino gaming applications.


 


3.             Exclusivity.
While employed by Bally, Luciano shall devote his full business time, best
efforts, energies, attention and ability to the business and interests of the
Bally; except that Luciano may devote a portion of his business time to other
ventures in accordance with the following schedule:


 


(a)           from
and after the Effective Date and until December 31, 2005, Luciano may
devote up to 10% of his business time to interests other than the business of
Bally;


 


(b)           from
and after December 31, 2005, and until December 31, 2007, Luciano may
devote up to 20% of his business time to interests other than the business of
Bally;


 


(c)           from
and after December 31, 2007, Luciano may devote up to 30% of his business time
to interests other than the business of Bally.


 





















 


The parties hereto agree that nothing herein shall change the at-will
nature of Luciano’s employment relationship with Bally or limit the ability of
Luciano or Bally to terminate Luciano’s employment with Bally at any time with
or without cause. In addition, (i) nothing herein shall limit or be deemed
a waiver of the covenant not to compete set forth in the Employment Agreement
and in the Stock Purchase Agreement (the “Stock Purchase Agreement”),
dated November 10, 2003, by and among the Company, Sierra Design Group,
Luciano and certain other parties thereto (the “Non-Competition Covenants”)
and (ii) Luciano agrees to provide Bally with a written representation
letter at least once every six months from and after the Effective Date
describing any of Luciano’s outside business interests and affirming and
representing that Luciano’s involvement in such interests does not violate any
of the Non-Competition Covenants.


 


4.             Expenses.    Bally shall reimburse Luciano for
reasonable expenses incurred by Luciano for meals while traveling in Las Vegas,
Nevada, and (b) for maintaining an automobile for business purposes in Las
Vegas, Nevada. In addition, Bally shall reimburse Luciano for reasonable travel
expenses incurred by Luciano’s wife for travel between Reno, Nevada and Las Vegas,
Nevada, to the extent Bally determines that such travel reduces the need for
Luciano to travel to Reno, Nevada. Any reimbursement of expenses pursuant to
this Amendment shall be contingent upon presentation by Luciano of itemized
accounts of such expenditures in accordance with the expense reimbursement
policies of Bally, as in effect from time to time.


 


5.             Additional
Non-Competition Period. At any time while Luciano is employed by Bally or
at any time during the Non-Competition Period (as defined in the Employment
Agreement), Bally may, in its sole discretion, elect to extend the duration of
the Non-Competition Period by an additional 12 months beyond its then current
term by agreeing (i) to pay to Luciano an additional $250,000, payable in
equal installments over such 12-month extension period and (ii) that, if
such election occurs in connection with and prior to a termination of Luciano’s
employment by Bally without cause (as defined in the Employment Agreement), any
options to acquire shares of the Company’s common stock then held by Luciano
will continue to vest in accordance with their vesting schedule for one
additional year beyond Luciano’s termination of employment with Bally.


 


6.             Stock
Options.


 


(a)           On
January 18, 2005, the Company granted Luciano a non-statutory stock option
to acquire 600,000 shares of the Company’s common stock under the Plan (the “Initial
Option”), at an exercise price per share equal to the fair market value of
a share of the Company’s common stock as of January 18, 2005 (as
determined in accordance with the Plan). The Initial Option shall vest over five
years from the date of grant, with 20% of the shares covered thereby vesting on
each of the first five anniversaries of January 18, 2005, subject to
Luciano’s continued employment with the Company through each such vesting date.


 


(b)           In
addition to the Initial Option, so long as Luciano is continuously employed by
the Company through July 1, 2005, the Company shall grant to Luciano on July 1,
2005 (or as soon as practicable thereafter), a non-statutory stock option to
acquire an additional 600,000 shares of the Company’s common stock under the
Plan (the “Additional Option”), at an exercise price per share equal to
the fair market value of a share of the Company’s common stock as of the date
of grant of the Additional Option (as determined in accordance with the Plan).
The Additional Option shall vest (i) with respect to 20% of the shares
covered thereby on each of the first four anniversaries of July


 


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2005, and (ii) with respect to the remaining 20% of the shares
covered thereby on the fifth anniversary of the Effective Date, in each case,
subject to Luciano’s continued employment with the Company through each such
vesting date.


 


(c)           In
the event that Luciano’s employment is terminated by Bally without cause (as defined
in the Employment Agreement), the then vested and outstanding portion of any
options to acquire shares of the Company’s common stock granted to Luciano
shall remain outstanding and exercisable until the first anniversary of the
date of termination, but in no event beyond the term of such options, at which
time the unexercised portion of any such options shall expire. For the avoidance
of doubt, the unvested portion of any options to acquire shares of the Company’s
common stock held by Luciano at the time of the termination of his employment
shall terminate and expire as of such termination of employment.


 


(d)           Other
than as expressly set forth herein, the Initial Option and the Additional
Option, when granted, shall be subject to all of the applicable terms and
conditions of the Plan.


 


7.             Except
as expressly modified by this Amendment, the Employment Agreement shall remain
unchanged and shall remain in full force and effect.


 


IN WITNESS WHEREOF, the Company and Luciano have duly executed this
Amendment as of the date first above written.


 


	
  ALLIANCE
  GAMING CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Richard Haddrill

  	
   

  	
  /s/ Robert Luciano

  	
   

  
	
   

  	
  Richard Haddrill, President

  	
   

  	
  Robert Luciano

  	
   

  



 


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EXHIBIT A


Golf Ball
Patent Applications


 


	
  TITLE

  	
   

  	
  SERIAL NUMBER

  	
   

  	
  FILING DATE

  
	
  Enhanced
  Golf Range Play Using RFID and GPS

  	
   

  	
  10/057,007

  	
   

  	
  01/24/2002

  
	
  Target-Based
  Wagering System and Method

  	
   

  	
  10/087,378

  	
   

  	
  03/01/2002

  



 


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