ex105-01072009.htm


    
      

      

    

     

    
 

    EXHIBIT
10.5

    


    


    AMENDED
AND RESTATED

    EMPLOYMENT
AGREEMENT

    


    Coreen
Sawdon

    


    


    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 Coreen Sawdon (the “Employee”), a resident of the State of
Nevada.

    


    RECITALS:

    


    A.           The
Company is in the business of developing, manufacturing, distributing and
otherwise commercializing gaming equipment, games (live, electronic and
simulated), operating systems for gaming equipment, and related products and
services throughout the United States and in Canada and other countries (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 the Employee for performing her obligations
appropriately.

    


    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 October 16, 2007 (the “Previous Agreement”).

    


    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 Senior Vice President and Chief
Accounting Officer reporting to the Chief Financial Officer of the Company and
indirectly to the Chair of the Board of Director’s Audit Committee; provided
however that if Employee is also the interim Chief Financial Officer, then the
Employee shall report directly to the Chief Executive Officer and indirectly to
the Chair of the Board of Director’s Audit Committee until such time as a
permanent Chief Financial Officer is appointed.  Employee shall
perform the normal duties of that position and as otherwise directed as
contained in Exhibit A.  Employee’s employment under
this


    
      
         


      

      
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    Agreement
with the Company is for a term of two (2) years (the “Term”), beginning on
August 1, 2007 (the “Commencement Date”), through July 31, 2009.

    


    2.           Salary, Bonus and
Benefits.

    


    
      	
              a.  

            	
              From
      the Commencement Date through July 31, 2008, and retroactively to February
      18, 2007, Employee shall be paid an annual base salary of Two Hundred
      Thousand Dollars ($200,000.00), for the period January 1, 2007 through
      February 17, 2007, Employee shall be paid an annual base salary of One
      Hundred Seventy-Seven Thousand Six Hundred Seventy Five Dollars
      ($177,675.00) paid in the same intervals as other Employees of the
      Company; and if employed through October 31, 2007, Employee will be
      eligible to receive an executive bonus in accordance with the terms and
      conditions of the executive bonus program and/or the individual
      performance bonus program authorized by the Board of Directors of the
      Company (the “Board”) for other comparable senior vice president-level
      employees of the Company for fiscal year 2007, with a bonus in a range of
      percentages, but with a target bonus of 40% of Employee’s base
      salary.

            


    

    


    
      	
              b.  

            	
              During
      the second fiscal year of this Agreement, Employee will receive an
      annualized base salary of no less than Two Hundred Thousand Dollars
      ($200,000), and will also be eligible to participate in an executive bonus
      program and/or in an individual performance bonus program that applies to
      other comparable senior vice-president level employees of the Company as
      authorized by the Board, up to a target bonus of 45% of Employee’s base
      salary.  Employee will not, however, be eligible to participate
      in the Company’s non-executive bonus program.  Employee
      acknowledges receipt of any bonuses or incentives applicable to fiscal
      years 2005 and 2006 and any equity grants promised to Employee in her
      Letter Agreement with the Company, dated June 17,
      2005.  Employee also acknowledges receipt of 5,000 restricted
      shares on July 17, 2007, in anticipation of this
  Agreement.

            


    

    


    
      	
              c.  

            	
              Any
      stock options or restricted stock units granted 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 otherwise may be applicable, with
      any relevant terms and conditions of the 2004 Equity Incentive Plan as
      amended (the “Plan”).  Employee acknowledges that any option
      grants are at the sole discretion of the
Board.

            


    

    


    
      	
              d.  

            	
              Employee’s
      salary is set in the expectation that (except for vacation days and
      holidays) Employee’s full time will be devoted to Employee’s duties
      hereunder.

            


    

    


    
      	
              e.  

            	
              During
      Employee’s employment with the Company, the Company will promptly pay or
      reimburse Employee for reasonable travel, entertainment 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.

            


    

    



    
      
         


      

      
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              f.  

            	
              For
      as long as the Company makes the following benefits available to any
      comparable senior vice president-level employees of the Company, Company
      agrees to provide Employee with:

            


    

    


    
      	
              i.  

            	
              Club
      Sport Family membership;

            


    

    
      	
              ii.  

            	
              Premiere
      Care medical services.

            


    

    


    
      	
              g.  

            	
              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 her 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 consent of the Chief Executive Officer of the
      Company.

            


    

    


    4.           Non-competition.  In
consideration of the provisions of this Agreement, Employee hereby agrees that
she shall not, during the term of her full-time employment and for a period of
twelve (12) months thereafter:

    


    
      	
              a.  

            	
              Directly
      or indirectly own, manage, operate, participate in, consult with or work
      for any business, which is engaged in the Business anywhere in the United
      States or Canada.

            


    

    


    
      	
              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 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

            


    


    
      
         


      

      
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              b.  

            	
              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 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.

            


    

    


    
      	
              c.  

            	
              “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.

            


    

    


    
      	
              d.  

            	
              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.

            


    

    


    
      	
              e.  

            	
              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.

            


    

    


    
      	
              f.  

            	
              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.

            


    

    


    
      	
              g.  

            	
              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

            


    


    
      
         


      

      
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              h.  

            	
              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.

            


    

    


    6.           Termination or Non-Extension 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, or in the event that Employee’s full-time employment
      is not extended or renewed beyond the Term on terms at least as favorable
      to Employee as Employee is receiving during the last year of the Term,
      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, subject to Section 26, each one of the
      following shall apply:

            


    

    


    i. Employee
shall be paid an amount equal to one-half of her then annual base salary, paid
over a period of twelve (12) months from Employee’s 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 twelve (12) months from Employee’s
termination, all medical insurance and any other benefits (except for the
benefit in paragraph 2(f)(i)) or insurance coverages which Employee would have
received had her 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 twelve
(12) month period;

    


    iii. Employee
shall receive additional compensation for her 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, provided however that if
Employee has not been employed for three full fiscal years, then the Company
shall use the actual number of full fiscal years that the Employee was employed;
and if the Employee has not been employed for a full fiscal year, than the
Company shall use the bonus amount, if any, paid to Employee (but annualized for
a full fiscal year) from the most recent partial  fiscal year for
which the Employee was entitled to a bonus under this Agreement, and 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 12-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 Financial Officer of the
Company,


    
      
         


      

      
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    v. provided,
however, that, for the avoidance of doubt, the Employee shall perform services
during such 12 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.

    


    
      	
              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 title, position, 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.

    


    
      	
              c.  

            	
              In
      the event that, at the end of the Term, the Company elects not to extend
      or renew Employee’s full-time employment beyond the Term on terms at least
      favorably to Employee as Employee is receiving during the last fiscal year
      of the Term, then such non-renewal shall be treated as a termination
      without cause.  In such case, the provisions of paragraphs
      6(a)(i) through (iv) shall apply and Employee shall be bound to the
      provisions of paragraphs 4 and 5 hereof for the period of time during
      which Employee is being paid pursuant to paragraph
  6(a).

            


    

    


    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 her
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 CFO or the Board that the Employee has
      failed to make a good faith effort to fully perform her duties as assigned
      by either the CFO or the Board, which is not remedied by the Employee
      within fifteen (15) days following the CFO’s or the Board’s written notice
      stating such alleged failure;

            


    


    
      
         


      

      
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    the
Employee is repeatedly inattentive to her 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;

    


    
      	
              e.  

            	
              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 her 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 her termination of employment except for any payments or
      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 which 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; Attorneys’
Fees.  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.  Employee consents to the
issuance of such injunctive relief without the posting of a bond or other
security.  In the event of any such alleged violation, THE LOSING
PARTY AGREES TO PAY THE COSTS, EXPENSES AND REASONABLE ATTORNEYS’ FEES INCURRED
BY THE PREVAILING PARTY IN PURSUING OR DEFENDING ANY OF

     


    
      
         


      

      
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    ITS
RIGHTS WITH RESPECT TO SUCH ALLEGED VIOLATIONS, IN ADDITION TO THE ACTUAL
DAMAGES SUSTAINED BY THE PREVAILING PARTY AS A RESULT THEREOF.

     

    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 or understandings of any nature, oral or written, regarding
Employee’s employment, apart from this Agreement, and Employee acknowledges that
no promises or agreements not contained in this Agreement have been made or
offered by the Company.

     

    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.

     

    21.           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.  Such arbitration shall be before an arbitrator, who must
be a member of the National Academy of Arbitrators; chosen in accordance with
the rules then in effect, of the American Arbitration Association.  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 American
Arbitration Association.  The decision of the arbitrator shall be
final, conclusive and binding upon the Company and Employee.

     

    22.           Amendment.  This
Agreement may be amended only by a document in writing signed by both the
Employee and an 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.

     


    
      
         


      

      
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    23.           Fees and Costs.  In
any action bought by one party against the other pursuant to this Agreement or
in the event of any dispute over the meaning of this Agreement, the successful
party, in addition to recovering its awarded damages and other relief, shall be
entitled to recover its attorney’s fees and costs from the unsuccessful
party.

     

    


    24.           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.

            


    

    


    
      	
              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.

            


    

    


    
      	
              c.  

            	
              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.

            


    

    


    25.           D & O
Policy.  During Employee’s employment with the Company under
this Agreement, the Company shall maintain director and officer liability
insurance in reasonable scope and amounts which insurance will cover
Employee.

    


    26.           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.

            


    

     


    
      
         


      

      
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              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 26 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.

            


    

     

    



    
      
         


      

      
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    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.

            	 
      	
               

              COREEN
      SAWDON

            
	
               

               

              BY:   /s/ Mark L.
      Yoseloff

            	 
      	
               

               

              BY:   /s/ Coreen
      Sawdon

            
	
               

              ITS:  Chief Executive
      Officer

            	 
      	 
      


    

    


    


    


    
      	
              APPROVED:

            	 
      	 
      
	
               

              COMPENSATION
      COMMITTEE

            	 
      	 
      
	
               

               

              BY:   /s/ Lou
      Castle

            	 
      	 
      
	
               

              ITS:  Chairman

            	 
      	 
      


    

    


    



    
      
         


      

      
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