EXHIBIT 10.21
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, is made and entered into
as of the 8th day of January, 2002, by and between MIKOHN GAMING CORPORATION
("MIKOHN") and XXXXXXX XXXXXXXX ("Employee").
W I T N E S S E T H:
WHEREAS, MIKOHN and Employee deem it to be in their respective best
interests to amend that certain Employment Agreement entered into as of April
26, 1999, between MIKOHN and Employee (the "Agreement").
NOW, THEREFORE, in consideration of the premises and the mutual promises
and agreements contained herein, it is hereby agreed as follows:
1. Section 1 of the Agreement shall be amended to extend the
Initial Term to April 26, 2005.
2. Section 5(a) of the Agreement shall be amended to increase
Employee's Base Annual Salary to $116,000.
3. Section 5(c) shall be amended to read:
c. Loan to Employee and Cash Bonus. MIKOHN
shall loan Employee the sum of $60,000, repayable in
accordance with the terms of the Promissory Note
attached as Exhibit A hereto (the "Note"). So long as
Employee remains employed by MIKOHN, the annual Note
payments shall be forgiven and considered a cash bonus
to Employee ("Minimum Cash Bonus") effective each
anniversary of the execution of the Note. Employee
shall also be eligible for an additional cash bonus
("Additional Cash Bonus") in accordance with the
existing bonus plan attached as Exhibit B (the
"Existing Bonus Plan"), which may change from time to
time and is wholly within the discretion of MIKOHN's
Chief Executive Officer. Any bonus payable as an
Additional Cash Bonus shall be reduced by the Minimum
Cash Bonus paid to Employee until such time as the Note
is paid in full.
4. Employee shall be reviewed annually on or about the
anniversary date of this First Amendment.
5. Employee shall be enrolled as a participant in MIKOHN's
executive medical plan.
6. MIKOHN grant's to Employee options to purchase shares of MIKOHN
Common Stock (the "Option") under MIKOHN's Stock Option Plan ("Plan"). The
Option shall be in the form of MIKOHN's standard Stock Option Agreement and
subject to the terms and conditions thereof and of the Plan, and shall
additionally provide as follows:
(1) The number of shares subject to the Option shall be 12,500.
(2) The purchase price per share shall be the closing price of
MIKOHN common stock on the date hereof, to wit $_______.
(3) The Option shall be designated as an Incentive Option.
(4) On each of the next five (5) anniversary dates hereof, one-
fifth (1/5) of the Option Shares shall become eligible for purchase by
Employee.
(5) The Option shall terminate on (i) the expiration date
specified in the Stock Option Agreement or (ii) such earlier date as
termination may occur according to the terms and conditions of the Plan and/or
the Stock Option Agreement. Upon termination for any reason, Employee and/or
his successors and assigns shall have only such rights as are specified in the
Plan and the Stock Option Agreement, and shall not be entitled to any
compensation in any form for the loss of any other right.
7. Employee acknowledges that he has read and understood the
Memorandum from Xxxxxx Xxxxxx & Xxxxxxx dated January 7, 2002, attached hereto
as Exhibit C and agrees that under the circumstances of his employment by
MIKOHN the Covenant Against Competition (Section 11) of his Employment
Agreement should be enforceable. Employee further agrees that his employment
by a competitor of MIKOHN would create a conflict of interest under Nevada
Supreme Court Rule 159.
8. In the event Employee is terminated without good cause, the
vesting date of all of all options issued to Employee shall accelerate to the
date of termination and the Covenant Against Competition provided in Section 11
shall expire after ninety (90) days.
IN WITNESS WHEREOF, the parties hereto have read, understood, and
voluntarily executed this First Amendment to Employment Agreement as of the day
and year first above written.
EMPLOYEE MIKOHN GAMING CORPORATION
______________________________ By: _______________________
XXXXXXX XXXXXXXX
Its:_______________________
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