OF
ITS OR THEIR CLIENTS, VENDORS OR CUSTOMERS INCLUDING, BUT NOT LIMITED TO:
BUSINESS AND MARKETING STRATEGIES, PRODUCTS OR SERVICES; FEES, COSTS AND PRICING
STRUCTURE; MARKETING INFORMATION; ADVERTISING AND PRICING STRATEGIES; ANALYSES;
REPORTS; COMPUTER SOFTWARE, INCLUDING OPERATING SYSTEMS, APPLICATIONS AND
PROGRAM LISTINGS; FLOW CHARTS; MANUALS AND DOCUMENTATION; DATA BASES; ACCOUNTING
AND BUSINESS METHODS; HARDWARE DESIGN; TECHNOLOGY, INVENTIONS AND NEW
DEVELOPMENT AND METHODS, WHETHER PATENTABLE OR UNPATENTABLE AND WHETHER OR NOT
REDUCED TO PRACTICE; ALL COPYRIGHTABLE WORKS; THE COMPANY'S OR ANY OF ITS
AFFILIATES' EXISTING AND PROSPECTIVE CLIENTS, CUSTOMERS, AND VENDOR LISTS AND
OTHER DATA RELATED THERETO; ALL TRADE SECRET INFORMATION PROTECTED BY THE
FEDERAL ECONOMIC ESPIONAGE ACT OF 1996, 18 U.S.C. § 1831 ET SEQ.; AND ALL
SIMILAR AND RELATED INFORMATION IN WHATEVER FORM.
(B)
"CONFIDENTIAL INFORMATION" SHALL NOT INCLUDE ANY INFORMATION THAT HAS BEEN
PUBLISHED IN A FORM GENERALLY AVAILABLE TO THE PUBLIC PRIOR TO THE DATE UPON
WHICH KIRSCHBAUM PROPOSES TO DISCLOSE SUCH INFORMATION.
INFORMATION SHALL NOT
BE DEEMED TO HAVE BEEN PUBLISHED MERELY BECAUSE INDIVIDUAL PORTIONS OF THE
INFORMATION HAVE BEEN SEPARATELY PUBLISHED, BUT ONLY IF ALL THE MATERIAL
FEATURES COMPRISING SUCH INFORMATION HAVE BEEN PUBLISHED IN COMBINATION.
7.
COVENANT NOT TO COMPETE.
DURING HIS ENGAGEMENT UNDER THIS
AGREEMENT, AND IN THE EVENT OF KIRSCHBAUM'S TERMINATION PURSUANT TO PARAGRAPH
2(B)(II) HEREOF, DURING THE PERIOD THE COMPANY IS OBLIGATED TO PAY KIRSCHBAUM
THE REMAINDER OF HIS FEES DUE UNDER SECTION 3(A) OF THIS AGREEMENT, KIRSCHBAUM
SHALL NOT BECOME EMPLOYED BY, ACT AS A CONSULTANT FOR, CONTRACT WITH, OBTAIN A
BENEFICIAL OWNERSHIP INTEREST IN OR OTHERWISE ENTER INTO ANY FORM OF BUSINESS
RELATIONSHIP WITH INTERNATIONAL GAME TECHNOLOGY, INC., WMS INDUSTRIES, INC.,
SHUFFLE MASTER, INC., ARISTOCRAT LEISURE, LTD., GTECH HOLDINGS CORP., MULTIMEDIA
GAMES, INC., SIGMA GAME INC., OR ANY OF THEIR PRESENT AND FUTURE SUBSIDIARIES,
DIVISIONS, PARENT COMPANIES AND SUCCESSORS ("PEER GROUP").
THE PROVISIONS OF
THIS SECTION 7 SHALL NOT PREVENT KIRSCHBAUM FROM INVESTING HIS ASSETS IN SUCH
FORM AND MANNER AS HE CHOOSES; PROVIDED, HOWEVER, THAT KIRSCHBAUM SHALL NOT HAVE
ANY PERSONAL INTEREST, DIRECT OR INDIRECT (OTHER THAN THROUGH THE COMPANY OR ITS
SUBSIDIARIES), FINANCIAL OR OTHERWISE, IN ANY MEMBER OF THE PEER GROUP UNLESS
SUCH INTEREST HAS BEEN APPROVED BY THE COMPENSATION COMMITTEE OR SUCH INTEREST
IS, OR ARISES SOLELY FROM OWNERSHIP OF, LESS THAN THREE PERCENT (3%) OF THE
OUTSTANDING CAPITAL STOCK OF SUCH MEMBER AND SUCH CAPITAL STOCK IS AVAILABLE TO
THE GENERAL PUBLIC THROUGH TRADING ON ANY NATIONAL, REGIONAL OR OVER-THE-COUNTER
SECURITIES MARKET.
8.
NOTICES.
ALL NOTICES, REQUESTS AND OTHER COMMUNICATIONS
HEREUNDER SHALL BE IN WRITING.
ANY NOTICE, REQUEST OR OTHER COMMUNICATION
HEREUNDER SHALL BE DEEMED DULY GIVEN IF IT IS SENT BY FACSIMILE, WITH
CONFIRMATION RECEIVED, BY HAND DELIVERY, BY OVERNIGHT DELIVERY SERVICE
OR BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID,
AND ADDRESSED TO THE INTENDED RECIPIENT AS SET FORTH BELOW:
(A)
IF TO THE COMPANY:
Alliance Gaming Corporation
6601 South Bermuda Road
Las Vegas, Nevada
89119
Attention:
Chief Executive Officer
Copy to:
General Counsel
Facsimile:
(702) 270-7699
(B)
IF