Exhibit 10.25


 


Terina Salerno


General Counsel


American Wagering, Inc.


Phone: (702) 735-0101-412


Fax: (702) 735-0142


E-mail: terinas@americanwagering.com


 


December 22, 2009


 


Via
Overnight Courier and Email


 


Bruce Dewing


President


AWI Gaming, Inc.


675 Grier Drive


Las Vegas, Nevada 89119


 


Re:          Employment Agreement Termination and
Offer of Employment


 


Dear Bruce:


 


As a member of the Board
of Directors of American Wagering, Inc. (the “Company”) you are well aware
of the Company’s continued financial situation, and the Company’s continuing
efforts to sell Sturgeon’s Inn & Casino.  You have an employment agreement, which was
entered into on or about June 14, 2005, and as amended on October 3,
2008, with the Company to perform the duties of president of the Company’s
wholly owned subsidiary, AWI Gaming, Inc. (the “Amended Executive
Employment Agreement”).  AWI Gaming, Inc.
is the sole manager of Sturgeons, LLC dba Sturgeon’s Inn & Casino.


 


This letter confirms that
you have offered to and the Company most humbly accepts the termination of your
Amended Executive Employment Agreement effective December 17, 2009.   The Company and you have agreed that to the
following as part of the termination of your Amended Executive Employment
Agreement:


 


a.               Base
Salary.  The Company agrees that it will
pay your Base Salary compensation until December 31, 2009, in biweekly
payments of your present compensation of One Hundred Forty-Four Thousand
Dollars ($144,000) annually less any appropriate deductions presently withheld
from your salary, including but not limited to, state and/or federal taxes,
social security and Medicare withholdings.


 


b.              Contract
Payments.  The Company agrees to pay you
for your accrued, but unused Paid Time Off (“PTO”) of Fifteen Thousand Five
Hundred Seven Dollars and Fifty-Two Cents ($15,507.52), representing 160 hours
of PTO plus 24 hours of personal time pursuant to your Amended Executive
Employment Agreement plus 40 hours of PTO rolled over from the previous year
totaling 224 hours, less any appropriate deductions presently withheld from
your salary, including but not limited to, state and/or federal taxes, social
security and Medicare withholdings.  The
Company will pay your PTO in twelve monthly payments of One Thousand Two
Hundred Nine-Two Dollars and Twenty-Nine Cents ($1,292.29) payable on the
fifteenth day 


 

















 


of each month beginning January 1, 2010.  In addition, you will receive full vesting of
the remaining stock options on December 31, 2009.


 


c.               Employment
Benefits. The Company and you agree that your medical insurance coverage will
remain active and paid for by the Company up to and including December 31,
2010.   Thereafter, pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), you may be entitled to continue certain insurance coverage.


 


d.              DEWINGS’ FULL, GENERAL AND ABSOLUTE RELEASE OF CLAIMS.  The release below is given by you for the promises in this Letter Agreement and the resolution of any
disputed matter.  You agree to fully, generally and
unconditionally release and discharge the Released Parties, which include the
Company, all of its subsidiary, and related companies or entities, their
predecessors and successors, as well as their officers, directors,
stockholders, agents, employees, insurers and attorneys (all of whom are
collectively referred to as the Released Parties), from any and all claims,
suits, losses, injuries or damages of any kind. 
Your release includes all
damages and injuries known or unknown, unforeseen or unanticipated, filed or
unfiled, past or present, statutory, contractual or implied, arising out of or
in any way connected with your
employment with the Company, any events which occurred during that employment,
any events which led to or occurred prior to the termination of your Amended
Executive Employment Agreement or anything which any of the Released Parties
may have or should have done up to the point in time that you sign this Release Agreement. That which you
are releasing is to be construed as
broadly as possible and, where appropriate, is collectively referred to as your
“claims.”


 


You
understand that this is a FULL, GENERAL and ABSOLUTE RELEASE of all your
claims.  You understand that you are releasing forever
all claims against any and all of the Released Parties, even those of which you
are unaware at the present time.  You
acknowledge that you accept fully the
risk of releasing claims that you may not presently be aware of and that you
are releasing all of your claims, PAST and PRESENT.


 


Your release includes, without limitation, a complete
and general release of all claims for salary, wages, pay or compensation of any
kind, including without limitation, claims for Paid Time Off pay, vacation pay,
holiday pay, bonus pay, severance pay, the value of benefits of any kind, such
as vehicle, health or life insurance, stock options and the value of 401(k) contributions.


 


Your release also includes, without limitation,
the release of all claims arising under any employment policy, practice, or
agreement, any and all claims arising under any federal, state or local statute
or ordinance, including BUT NOT LIMITED TO, any claims arising under Title VII
of the Civil Rights Act of 1964, 42 U.S.C. §2000e, et seq., as amended,
any claims arising under the Americans With Disabilities Act, 42 U.S.C. §12101,
et seq., any claims under the Employee Retirement Income Security Act of
1974, 29 U.S.C. §1001, et seq., any claims under the Nevada Equal
Opportunity for Employment Act, 


 

















 


N.R.S.
613.310, et seq., and any claims arising under the Family and Medical Leave
Act, 29 U.S.C. §2601, et seq. and any claims arising under the Age
Discrimination in Employment Act, 29 U.S.C. §621, et seq.


 


Your release also includes, without limitation, any
claims you have had or may have had arising out of any alleged mistreatment,
discrimination or wrongful denial of benefits against the Released Parties,
negligence, malfeasance, wrongful discharge, breach of contract, breach of any
express or implied covenant, libel, slander, intentional or negligent
infliction of emotional distress, or any other alleged misconduct, wrongdoing
or alleged illegal action by any of the Released Parties regarding the
cessation of your employment, your treatment while employed by the Company, and
anything else for which you claim that any of the Released Parties may be
responsible up to the point in time that you sign this Letter Agreement.


 


	
   

  	
  /s/
  BD

  
	
   

  	
  Initials

  



 


e.               COMPANY’S FULL, GENERAL AND ABSOLUTE RELEASE OF CLAIMS.  The release below is given by the Company for
the promises in this Letter Agreement and the resolution of any disputed
matters.  The Company agrees to fully,
generally and unconditionally release and discharge you, from any
and all claims, suits, losses, injuries or damages of any kind.  The Company’s release includes all damages
and injuries known or unknown, unforeseen or unanticipated, filed or unfiled,
past or present, statutory, contractual or implied, arising out of or in any
way connected with your
employment with the Company, any events which occurred during that employment,
any events which led to or occurred prior to the termination of your Amended
Executive Employment Agreement or anything which you may have or should have done up to the point
in time that the Parties sign this Letter Agreement. That which the Company is
releasing is to be construed as broadly as possible and, where appropriate, is
collectively referred to as its “claims”; PROVIDED, HOWEVER, NOTHING
HEREIN SHALL BE CONSTRUED TO RELEASE YOU FROM ANY DUTIES AND OBLIGATIONS SET
FORTH IN THIS LETTER AGREEMENT.


 


	
   

  	
  /s/
  BD

  
	
   

  	
  Initials

  



 

















 


I
HEREBY SIGNIFY MY AGREEMENT TO THIS TERMINATION AND MUTUAL RELEASE OF ALL
CLAIMS BY MY SIGNATURE BELOW this 23 day of December, 2009


 


 


	
   

  	
  /s/
  Bruce Dewing

  
	
   

  	
  BRUCE
  DEWING

  



 


	
  STATE
  OF NEVADA

  	
  )

  
	
   

  	
  )
  ss.

  
	
  COUNTY
  OF LYON

  	
  )

  



 


On this 23 day of December, 2009, before me the
undersigned, a Notary Public in and for said County and State, appeared Bruce Dewing, known to me to be the
person who executed the above and foregoing instrument, and who acknowledged to
me that he did so freely and voluntarily and for the purposes therein
mentioned.


 


	
   

  	
  /s/ Rhonda Garcia

  
	
   

  	
  NOTARY PUBLIC

  



 

















 


I
HEREBY SIGNIFY OUR AGREEMENT TO THIS TERMINATION AND MUTUAL RELEASE OF ALL
CLAIMS BY MY SIGNATURE BELOW this 30 day of December, 2009.


 


	
   

  	
  AMERICAN
  WAGERING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Victor Salerno

  
	
   

  	
  By:
  VICTOR SALERNO

  
	
   

  	
  Its:
  Chief Executive Officer

  



 


	
  STATE
  OF NEVADA

  	
  )

  
	
   

  	
  )
  ss.

  
	
  COUNTY
  OF CLARK

  	
  )

  



 


On this 30 day of December, 2009, before me the
undersigned, a Notary Public in and for said County and State, appeared Victor
Salerno, of AMERICAN WAGERING, INC. known
to me to be the person who executed the above and foregoing instrument, and who
acknowledged to me that he did so freely and voluntarily and for the purposes
therein mentioned.


 


	
   

  	
  /s/ David Lichterman

  
	
   

  	
  NOTARY PUBLIC

  



 

















 


Additionally, this letter
constitutes the Board of Directors’ offer to you of employment with the Company
for an opened ended/indefinite term on an at-will basis, which allows either
you or the Company to separate the employment relationship any time with or without
cause, starting on January 1, 2010. 
If you accept this offer of at-will employment, your title as president
of AWI Gaming, Inc. would remain the same but your work schedule would
reduce from spending five days a week overseeing the daily operations at
Sturgeon’s to one day per week.


 


Additionally, you would
have the following:


 


·                  Base Salary.  The Company would pay you Thirty Four
Thousand Five Hundred Seventy-Three Dollars ($34,573), which equals one fifth
of One Hundred Sixty-Two Thousand Dollars—the midpoint between the original
Base Salary of One Hundred Eighty Thousand Dollars and the reduced salary of
One Hundred Forty-Four Thousand Dollars (due to management salary reductions),
in biweekly payment less any appropriate deductions presently withheld,
including but not limited to, state and/or federal taxes, social security and
Medicare withholdings.


 


·                  Severance Pay.  Should the Company end its at-will employment
relationship with, you the Company agrees to pay you severance pay for three
calendar months in biweekly payments of your $34,573 annual compensation less
any appropriate deductions presently withheld, including but not limited to,
state and/or federal taxes, social security and Medicare withholdings.


 


·                  Mileage Reimbursement.  The Company shall reimburse you for your for
your mileage to and from your home in Stagecoach, Nevada to Sturgeon’s in
Lovelock, Nevada at the then current approved IRS reimbursement rate.


 


To accept this offer,
please sign and date this letter below by January 3, 2010.   As always, I am available should you desire
to discuss this matter in greater detail.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  /s/ Terina Salerno

  
	
   

  	
   

  
	
   

  	
  Terina Salerno

  



 

















 


I accept the Company’s
offer of at-will employment effective on January 1, 2010.  I understand that all contractual obligations
under the terminated Amended Executive Employment Agreement have no application
to such at-will employment, but that I remain obligated to adhere to all
Company policy and procedures, including those in its Employee Handbook.  Further, I understand that no Company
representative has any authority to enter into an agreement for employment for
any specified period of time or to make any commitment modifying the at-will
employment relationship except in a written document signed by the Board of
Directors.


 


 


	
  /s/
  Bruce Dewing

  	
   

  	
  December 23,
  2009

  
	
  Signature

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TS:ts