Common use of Salary, Bonus and Benefits Clause in Contracts

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. 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.

Salary, Bonus and Benefits. a. From the Commencement Date and if employed through July October 31, 2008, and retroactively to February 18, 2007, Employee shall be paid an annual base salary of no less than Two Hundred Sixty Thousand Dollars ($200,000.00260,000.00), 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 employees of the Company; and if employed through October 31, 20072008, Employee will also 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 management executives of the Company for fiscal year 20072008, with a bonus in a range of percentageswhich, but with for fiscal year 2008, shall have a target bonus of 40no less than 50% of Employee’s base salary. b. During the second fiscal For any subsequent year of this Agreementafter Fiscal Year 2008, Employee will receive an annualized annual base salary of no less than Two Hundred Thousand Dollars ($200,000)his annual base salary for the immediately prior year of this Agreement, as adjusted upward by the Company, 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 AgreementBoard for said period. c. Any stock options Stock option, restricted shares or restricted stock units granted other equity grants (“Equity”), if any, will be at the sole discretion of the Board. d. Except as modified herein, any Equity issued 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 Shuffle Master, Inc.’s 2004 Equity Incentive Plan as amended (the “Plan”). Employee acknowledges that ) or any option grants are at subsequent plan, except as modified by the sole discretion terms and conditions of the applicable grant by the Board. d. e. During the Term, the Company agrees to provide Employee with the same benefits it provides all of the other senior vice-president-level employees of the Company. Employee will not, however, be eligible to participate in the Company’s non-executive bonus program. f. Except as otherwise set forth herein, Employee’s salary is set in the expectation that (except for vacation days and holidays) Employee’s full professional time during the Term will be devoted to Employee’s duties hereunder. e. g. During Employee’s employment with the Company, the Company will promptly pay or reimburse Employee for reasonable travel, entertainment travel 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. 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.

Salary, Bonus and Benefits. a. From the Commencement Date and if employed through July October 31, 2008, and retroactively to February 18, 20072006, Employee shall be paid an annual base salary of Two Hundred Thousand Dollars two hundred ten thousand dollars ($200,000.00)210,000) and thereafter, for an amount as determined by the period January 1Company, 2007 through February 17but in no event less than $210,000 per year, 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 employees of the Company; and if employed through October 31, 20072006, Employee will also 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 management executives of the Company for fiscal year 20072006, with a bonus in a range of percentages, but with a target bonus of 4050% of Employee’s base salary. b. During For any subsequent year after the second fiscal first year of this Agreement, Employee will receive an annualized annual base salary of no less than Two Hundred Thousand Dollars ($200,000)his annual base salary for the immediately prior year of this Agreement, 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 AgreementBoard for said period. c. Any future stock option or other equity grants, if any, will be at the sole discretion of the Board. d. Any stock options or restricted stock units granted other equity grants issued 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 Shuffle Master, Inc.’s 2004 Equity Incentive Plan as amended (the “Plan”)) or any subsequent plan. e. The Company agrees to provide Employee with the same benefits it provides all of the other members of its senior management executive team. Employee acknowledges that any option grants are at will not, however, be eligible to participate in the sole discretion of the BoardCompany’s non-executive bonus program. d. f. Employee’s salary is set in the expectation that (except for vacation days and holidays) Employee’s full professional time will be devoted to Employee’s duties hereunder. e. g. During Employee’s employment with the Company, the Company will promptly pay or reimburse Employee for reasonable travel, entertainment travel 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. f. For as long as h. During the Company makes the following benefits available to any comparable senior vice presidentTerm, and provided Employee remains employed on a full-level employees of time basis with 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 noticereceive a car allowance in the amount of $700.00 per month.

Salary, Bonus and Benefits. Subject to each of the terms and conditions in this Agreement, and while employed as the CAO: a. From the Commencement Date through July 31, 2008, and retroactively to February 18, 20072010, 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, 20072009, 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 20072009, with a bonus in a range of percentages, but with a target bonus of 4050% 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 all of the other comparable senior vice-president level employees of the Company as authorized by the Board, up to a target bonus of 4550% 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 at any time through the Company, dated June 17, 2005. Employee also acknowledges receipt date of 5,000 restricted shares on July 17, 2007, in anticipation of this Agreementexecution hereof. 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. Except as otherwise set forth herein, 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. f. For as long as the Company makes the following benefits available to any comparable all other 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.

Salary, Bonus and Benefits. a. From the Commencement Date and if employed through July October 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, 20072005, Employee shall be paid an annual base salary of One Hundred Seventy-Seven Ninety Thousand Six Hundred Seventy Five Dollars ($177,675.00) 190,000.00), paid in the same intervals as other Employees of the Company; and if employed through October 31, 20072005, Employee will also 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 management executives of the Company for fiscal year 20072005, with a bonus in a range of percentages, but with a target bonus of 4050% of Employee’s base salary. Any bonuses, if any, for the period from the Commencement Date through October 31, 2004, shall be in the sole discretion of the Chief Executive Officer of the Company. b. During the second fiscal year of this AgreementFor any period from November 1, 2005 through October 31, 2006, Employee will receive an annualized annual base salary of no less than Two Hundred Thousand Dollars ($200,000)his annual base salary for the first year of this Agreement, 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 Board for said period. c. Employee shall receive stock option grants to a target bonus purchase 50,000 shares of 45% of Employee’s base salary. Employee will not, however, be eligible to participate in the Company’s non-executive bonus programcommon stock, to be made by the Board at its first meeting after the Commencement Date. Employee acknowledges receipt The vesting shall be 25% per annual anniversary date of any bonuses or incentives applicable to fiscal years 2005 and 2006 and any equity grants promised to Employee in her Letter Agreement the date of the grant, conditioned on the Employee’s continued employment with the CompanyCompany on each such anniversary date. Future stock option grants, dated June 17if any, 2005. Employee also acknowledges receipt will be at the sole discretion of 5,000 restricted shares on July 17, 2007, in anticipation of this Agreementthe Board. c. d. 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 Shuffle Master, Inc.’s 2004 Equity Incentive Plan as amended (the “Plan”). e. The Company agrees to provide Employee with the same benefits it provides all of the other members of its senior management executive team. Employee acknowledges that any option grants are at will not, however, be eligible to participate in the sole discretion of the BoardCompany’s non-executive bonus program. d. f. Employee’s salary is set in the expectation that (except for vacation days and holidays) Employee’s full professional time will be devoted to Employee’s duties hereunder. e. g. During Employee’s employment with the Company, the Company will promptly pay or reimburse Employee for reasonable travel, entertainment travel 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. f. For as long as h. The Company also agrees to reimburse Employee for his reasonable relocation expenses in an amount not to exceed fifteen thousand dollars ($15,000). The reimbursement shall be for Employee’s actual, verifiable and reasonable expenses in moving his household belongings and his immediate family from Reno, Nevada to Las Vegas, Nevada. In addition, upon Employee’s commencement of work on the Commencement Date, Employee will also receive a hiring bonus of thirty-seven thousand, five hundred dollars ($37,500). In the event that, within the first twelve (12) months from the Commencement Date, Employee either voluntarily leaves his employment with the Company makes or Employee is terminated for just cause, as defined in this Agreement, then Employee shall promptly reimburse the following benefits available Company for the costs of Employee’s relocation expenses reimbursed to any comparable senior vice president-level employees Employee by the Company and for the entire amount of the Company, Company agrees to provide Employee with:Employee’s hiring bonus. 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.

Salary, Bonus and Benefits. Subject to each of the terms and conditions in this agreement, and while employed by the Company as its EVP: a. From the Commencement Date and if employed through July October 31, 2008, and retroactively to February 18, 20072010, Employee shall be paid a monthly base salary based on an annual base salary of no less than Two Hundred Forty-Nine Thousand One Hundred Dollars ($200,000.00249,100), 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 employees of the Company; and if employed through October 31, 20072010, Employee will also be eligible to receive participate in an executive bonus in accordance with the terms and conditions of the executive bonus program and/or the in an individual performance bonus program program, which may include certain compensation clawback provisions, as authorized by the Board of Directors of the Company (the “Board”) for the other comparable senior vice president-level employees management executives of the Company for fiscal year 20072010, with a bonus in a range of percentageswhich, but with for fiscal year 2010, shall have a target bonus of 4050% of Employee’s base salary. b. During the second fiscal year of this AgreementAfter October 31, 2010, Employee will continue to receive an annualized annual base salary of no less than Two Hundred Thousand Dollars ($200,000)his annual base salary for the immediately prior 12 months of this Agreement, 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 program, which may include certain compensation clawback provisions, as authorized by the BoardBoard for the other senior management executives of the Company for fiscal year 2011 and thereafter. c. For Fiscal Year 2010, up and in consideration for Employee executing and fully adhering to this Agreement and the Non-Competition Agreement, the form of which is attached hereto as Schedule 1 (the "Non-Competition Agreement"), then in the event that the Company’s Fiscal Year 2010 Games' Gross Revenues (as defined below) is equal to the "Threshold Revenue" (as defined in Schedule 2 attached hereto), then Employee shall be issued “x” of the Company's restricted stock units (the "RSUs"), provided Employee is employed on a target bonus full-time basis by the Company on the date of 45the grant (the “Grant Date”). For each full one percent (1%) of additional Company Fiscal Year 2010 Games' Gross Revenues above the Threshold Revenue, Employee shall be issued additional RSUs equal to 1% of “x”. Any RSUs issued pursuant to this paragraph 2(c) shall be referred to herein as the “Special Equity” and shall vest at the rate of 25% per year, beginning with the Grant Date and, provided that Employee is employed on a full-time basis by the Company on such Grant Date; and continuing for 3 years thereafter on each successive annual 12-month anniversary date after the Grant Date, provided that, on each such annual anniversary date, Employee is still employed on a full-time basis by the Company, and further provided that Employee has not breached and is not in breach of his Non-Competition Agreement. The Special Equity grant shall be made at the first regularly scheduled meeting of the Board after Fiscal Year 2010 Games' Gross Revenues have been confirmed and verified by the Company’s auditors, as part of the Company's Form 10-K for Fiscal Year 2010. The Special Equity shall be issued out of the Shuffle Master, Inc. 2004 Equity Incentive Plan, as amended and restated on January 28, 2009 (the “Plan”). Notwithstanding the above vesting dates, and provided that the Employee has not breached and is not in breach of his Non-Competition Agreement, then, in addition to the above vesting schedule and in lieu of the vesting schedule set forth in the Plan, the Special Equity shall accelerate vest: i) in the event of the Employee’s death or total disability, either occurring while the Employee was employed, on a full-time basis, by the Company, provided that, Employee has not breached and is not then in breach of his Non-Competition Agreement; and ii) in lieu of the change of control provisions in the Plan, in the event of an actual closing of a change-in-control event of the Company occurring while the Employee was still employed on a full-time basis by the Company, provided that Employee has not breached and is not then in breach of his Non-Competition Agreement. Fiscal Year 2010 Games' Gross Revenues shall be defined as all revenues received and earned, as determined under and subject to U.S. GAAP, by the Company from the “Games” (as defined in Schedule 2) for Fiscal Year 2010, calculated according and pursuant to U.S. GAAP, less refunds, returns, credits, and other legitimate deductions, reflecting amounts not actually received or earned by the Company. The calculation of “x” RSUs shall occur by taking Employee’s base salary. Employee will not, however, be eligible to participate in cash salary at the time of the Grant Date and dividing it by the closing price of the Company’s non-executive bonus programstock on the Grant Date. The Company's agreement to the provisions of this paragraph 2(c) is based on the Company being the lawful owner of each of the Games and the patents associated therewith. Employee acknowledges receipt understands and agrees that 10% of the value of the Special Equity provided in this paragraph 2(c) is specifically allocated as independent consideration for the Company’s right to assign the covenants contained in the Non-Competition Agreement. Any Special Equity granted herein shall be subject to the applicable terms and conditions of any bonuses “compensation clawback” policy, which the Company currently has 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 Agreementmay thereafter adopt. c. Any stock options or restricted stock units granted d. Except as modified herein, any equity, including without limitation, the Special Equity, issued at any time to Employee (collectively, the “Equity”) 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 this Agreement and the 2004 Equity Incentive Plan Plan, or any subsequent plan, except as amended (modified by the “terms and conditions of the applicable grant by the Board, which shall take control over any inconsistent terms of either this Agreement or the Plan”). e. During the Term, the Company agrees to provide Employee with the same benefits it provides all of the other senior management employees of the Company. Employee acknowledges that any option grants are at will not, however, be eligible to participate in the sole discretion of the BoardCompany’s non-executive bonus program. d. f. Except as otherwise set forth herein, Employee’s salary is set in the expectation that (except for vacation days and holidays) Employee’s full professional time during the Term will be devoted to Employee’s duties hereunder. e. g. During Employee’s employment with the Company, the Company will promptly pay or reimburse Employee for reasonable travel, entertainment travel 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. 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. h. Notwithstanding any other provision contained herein, in this Agreement which may be to the contrary: i) Employee shall be an employee-at-will with no guaranteed term of employment, and is an employee “at will,” terminable at any time, either Employee or the Company shall be entitled to terminate said employment with or without just cause any prior notice, or noticewith or without any cause; and ii) Employee is not guaranteed any bonus or Equity (or specific amount thereof) which may be mentioned in this Agreement.

Salary, Bonus and Benefits. a. From the Commencement Date and if employed through July October 31, 2008, and retroactively to February 18, 20072006, Employee shall be paid an annual base salary of Two Hundred Thousand Dollars three hundred thousand dollars ($200,000.00), for the period January 300,000) from November 1, 2007 2005 through February 17January 31, 2007, Employee shall be paid an annual base salary of One Hundred Seventy2006 and then three hundred twenty-Seven Thousand Six Hundred Seventy Five Dollars five thousand dollars ($177,675.00325,000) from February 1, 2006 through October 31, 2006, paid in the same intervals as other Employees of the Company; and if employed through October 31, 20072006, Employee will also 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 management executives of the Company for fiscal year 20072006, with a bonus in a range of percentages, but with a target bonus of 4050% of Employee’s base salary. b. During For any subsequent year after the second fiscal first year of this Agreement, Employee will receive an annualized annual base salary of no less than Two Hundred Thousand Dollars ($200,000)his annual base salary for the immediately prior year of this Agreement, 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 AgreementBoard for said period. c. Any future stock option grants, if any, will be at the sole discretion of the Board. d. 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 Shuffle Master, Inc.’s 2004 Equity Incentive Plan as amended (the “Plan”)) or any subsequent plan. e. The Company agrees to provide Employee with the same benefits it provides all of the other members of its senior management executive team. Employee acknowledges that any option grants are at will not, however, be eligible to participate in the sole discretion of the BoardCompany’s non-executive bonus program. d. f. Employee’s salary is set in the expectation that (except for vacation days and holidays) Employee’s full professional time will be devoted to Employee’s duties hereunder. e. g. During Employee’s employment with the Company, the Company will promptly pay or reimburse Employee for reasonable travel, entertainment travel 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. 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.

Salary, Bonus and Benefits. a. From the Commencement Date and if employed through July October 31, 2008, and retroactively to February 18, 2007, Employee shall be paid an annual base salary of Two Hundred Seventy Thousand Dollars ($200,000.00270,000.00), 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 employees of the Company; and if employed through October 31, 2007, Employee will also 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 management executives of the Company for fiscal year 2007, with a bonus in a range of percentages, but with a target bonus of 4050% of Employee’s base salary. b. During the second fiscal year of this AgreementFor any period from November 1, 2007 through October 31, 2008, Employee will receive an annualized annual base salary of no less than Two Hundred Thousand Dollars ($200,000)his annual base salary for the first year of this Agreement, 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 AgreementBoard for said period. c. Any stock option grants, if any, will be at the sole discretion of the Board. d. 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 Shuffle Master, Inc.’s 2004 Equity Incentive Plan as amended (the “Plan”). e. The Company agrees to provide Employee with the same benefits it provides all of the other members of its senior management executive team. Employee acknowledges that any option grants are at will not, however, be eligible to participate in the sole discretion of the BoardCompany’s non-executive bonus program. d. f. Employee’s salary is set in the expectation that (except for vacation days and holidays) Employee’s full professional time will be devoted to Employee’s duties hereunder. e. g. During Employee’s employment with the Company, the Company will promptly pay or reimburse Employee for reasonable travel, entertainment travel 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. 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.

Salary, Bonus and Benefits. a. From the Commencement Date and if employed through July October 31, 2008, and retroactively to February 18, 2007, Employee shall be paid an annual base salary of no less than Two Hundred Fifty Thousand Dollars ($200,000.00250,000.00), 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 employees of the Company; and if employed through October 31, 20072008, Employee will also 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 management executives of the Company for fiscal year 20072008, with a bonus in a range of percentageswhich, but with for fiscal year 2008, shall have a target bonus of 40no less than 50% of Employee’s base salary. b. During the second fiscal For any subsequent year of this Agreementafter Fiscal Year 2008, Employee will receive an annualized annual base salary of no less than Two Hundred Thousand Dollars ($200,000)his annual base salary for the immediately prior year of this Agreement, as adjusted upward by the Company, 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 AgreementBoard for said period. c. Any stock options Stock option, restricted shares or restricted stock units granted other equity grants (“Equity”), if any, will be at the sole discretion of the Board. d. Except as modified herein, any Equity issued 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 Shuffle Master, Inc.’s 2004 Equity Incentive Plan as amended (the “Plan”). Employee acknowledges that ) or any option grants are at subsequent plan, except as modified by the sole discretion terms and conditions of the applicable grant by the Board. d. e. During the Term, the Company agrees to provide Employee with the same benefits it provides all of the other senior management level employees of the Company. Employee will not, however, be eligible to participate in the Company’s non-executive bonus program. f. Except as otherwise set forth herein, Employee’s salary is set in the expectation that (except for vacation days and holidays) Employee’s full professional time during the Term will be devoted to Employee’s duties hereunder. e. g. During Employee’s employment with the Company, the Company will promptly pay or reimburse Employee for reasonable travel, entertainment travel 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. 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.