DIRECTOR AGREEMENT
Director Agreement dated as of October 20, 1994 between Alliance Gaming
Corporation, a Nevada corporation (the "Company") and Xxxxxx X. Xxxxx (the
"Director").
R E C I T A L :
The Director was formerly the Chairman of the Board and Chief Executive
Officer of the Company and, to date, has provided valuable services to the
Company in those capacities. The Company, valuing the Director's expertise,
experience and excellent judgment, desires to retain the services of the
Director, and the parties desire and intend that the Director continue to
provide such services, in accordance with the terms and conditions of this
Agreement.
A G R E E M E N T :
The parties agree as follows:
1. Duties of Director. The Director shall consult with the Company from
time to time as shall be reasonably agreed to by the Company and the Director.
It is contemplated that the Company shall provide to the Director from time to
time, until the Company is otherwise notified by the Director, all information
(and provide the Director the opportunity to attend all meetings and participate
in all other Company functions, including executive planning sessions, strategic
sessions, development team meetings and similar events). It is contemplated that
the Director will review the activities of the Company and provide such
consulting services to the Company that the Company and the Director shall
reasonably agree to from time to time, including merger and acquisition advice,
new jurisdiction gaming advice and similar matters including technology, game
development and other research and development activities. It is contemplated
that the Director shall perform services in such locations, including Nevada,
New York and Europe, as the Director (upon consultation with the Company) shall
reasonably determine. The parties acknowledge that the Director has other
business endeavors and that the Director shall be required to devote an
appropriate and sufficient amount of time (as reasonably determined by the
Director and the Company), but which may not be the full working time of the
Director, to the duties of the Director hereunder. The Director shall, at all
times during the term hereof, duly and faithfully perform the duties assigned to
him hereunder which the Director agrees to undertake.
2. Term. (a) The Company hereby agrees to engage the Director and the
Director hereby agrees, to work for the Company as provided herein, for the
period commencing on the date hereof and continuing through July 14, 1997.1 The
Company shall only have the right to terminate this Agreement otherwise in the
event of a material breach by the Director of this Agreement.
--------
1 Termination provisions are to be co-terminous with Xxxx Xxxxxxxxxx'x
employment contract including any extensions thereof.
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(b) The Director shall have the right to terminate this Agreement at
any time upon 30 days' written notice to the Company.
(c) From and after the Terminate Date, neither party shall have any
liability of obligation to the other, except (i) as provided in Section 5 below,
or (ii) in respect of any liabilities, damages or obligations resulting from any
wrongful termination or breach by either party hereunder.
3. Compensation. (a) During the term of this Agreement, the Director
shall be compensated at an annual rate of $150,000 initially, and thereafter
subject to annual cost of living adjustments from and after the first
anniversary of the date hereof, based on the Consumer Price Index, as published
by the U.S. Department of Labor, for Las Vegas, Nevada and the surrounding
metropolitan area, as reasonably determined by the Company and the Director. The
compensation payable to Director hereunder shall be payable in monthly
installments, within 15 days of the first day of each month of the Company, or
as may otherwise be agreed upon between the Company and the Director and, solely
to the extent required by applicable laws and regulations, shall be net of any
required withholding taxes and similar payroll deductions. The Company shall
provide life, health, disability or other insurance or similar benefits or
coverages hereunder which shall be substantially similar to such benefits then
being provided to senior executives of the Company.
(b) The Company shall also reimburse to the Director from time to time
for his reasonable travel and other out-of-pocket expenses which are necessary
or appropriate and are incurred in connection with the performance of his duties
hereunder.
4. Covenants. (a) The Director covenants that he shall not divulge,
furnish, use, permit to be used or make accessible to any person or entity
(other than persons or entities employed by the Company or as otherwise directed
in writing by the Company) any knowledge or information with respect to the
Company's or its affiliates' business or any confidential, proprietary or secret
methods, processes, plans, products, know-how or materials or any other
confidential, proprietary or secret aspects of the strategy, business or
activities of the Company or any of its Affiliates.
(b) In addition to, and without in any way limiting any of the
Directors' other covenants to, or agreements with, the Company, the Director
further covenants and agrees that, during the term of his consultantcy
hereunder, he shall not, directly or indirectly, own, manage, operate, control
or participate in the ownership, management, operation or control of, any
corporation, partnership, proprietorship, firm, association or other business
entity (each, a "Business Entity"), if such Business Entity is engaged in any
business activity in competition in any material respect with the Company's
business, as now conducted, such business consisting of a gaming device route
operation, casino development and business and electronic gaming device
development, without first having offered each such opportunity or business to
the Company on the same terms as offered to the Director; provided, that the
foregoing covenant shall not prohibit the Director from owning not more than 5%
of the securities of a Business Entity that are publicly traded on a nationally
recognized securities exchange or in the over-the-counter market.
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(c) The Director acknowledges and agrees during the term hereof that
any product, invention, trade secret, method, diagnostic test, design, process,
procedure, concept, formula, idea or technology whatsoever, or any improvement
thereon, refinement thereof or know-how relating thereto (any of the foregoing,
an "Invention"), developed or discovered by, or under the supervision or with
the assistance of, the Director, relating to or arising from the performance of
the Director's duties hereunder shall be deemed to be included within the
business of the Company and shall be the property of the Company. The Director
covenants that he shall not take any action with respect of such Inventions that
would be inconsistent with, or a breach of, his duty of loyalty to the Company
and that the Director shall, upon the request of the Company, execute, deliver
and cause to be filed any and all documents or instruments and take all other
actions that shall be necessary or appropriate in connection with the foregoing
or that shall otherwise be requested by the Company.
(d) The Director acknowledges that irreparable injury and harm (the
damages in respect of which are extremely difficult and impracticable to
calculate) would or could be sustained by the Company if the Director violates
any provisions of this Section 4; accordingly, the Director irrevocably consents
and agrees that if he violates or breaches or attempts to violate or breach any
of such provisions, the Company shall be entitled to immediate injunctive
relief, in addition to all other remedies at law or in equity available to the
Company hereunder or other side.
5. Miscellaneous. (a) The invalidity or lack of enforceability of any
provision hereof shall not affect the validity or enforceability of any other
provision. If any one or more of the provisions hereof shall for any reason be
held to be excessively broad as to duration, geographical scope, activity or
subject, it shall be construed, by limiting and reducing it, so as to be
enforceable to the extent compatible with the applicable law.
(b) No consent or waiver, express or implied, by either party to or of
any breach or default by the other party in the performance by such other party
of its or his obligations hereunder shall be deemed or construed to be a consent
or waiver to or of any other breach or default in the performance by such other
party of the same or any other obligation of such party hereunder. Failure on
the part of any party to complain of or object to any act or failure to act of
the other party, or to declare such other party in breach or default of the
terms hereof, irrespective of the duration of any such failure, shall not
constitute waiver by such party of its rights hereunder.
(c) Captions contained in this Agreement are inserted only for
convenience, and in no way define, limit, extend or describe the scope of this
Agreement or the intent of any provision hereof.
(d) This Agreement may be executed in one or more counterparts with all
such counterparts constituting one and the same Agreement.
(e) All notices, requests and other communications hereunder shall be
deemed to have been duly given if sent by registered or certified United States
mail, postage prepaid, reputable overnight delivery service (such as Federal
Express), telecopied (provided, that any
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notice sent by telecopy shall also be sent by any other method permitted
herein), or delivered by hand, in each case, addressed to the Company at its
principal office at c/o Alliance Gaming Corporation, 0000 Xxxxxxx Xxxxxxx, Xxx
Xxxxx, Xxxxxx 00000, and addressed to the Director at his address as it appears
on the records of the Company, with a copy to _________________________________.
Either party shall have the right to change its notice address upon written
notice to the other party. Notices shall be effective, in the case of mailing,
five days after mailing, in the case of overnight delivery service, two days
after deposit with such service, in the case of telecopy, upon receipt thereof,
and in the case of hand delivery, upon receipt thereof.
(f) This Agreement shall be binding upon and inure to the benefit of
the Director and his legal representatives and the Company and its successors
and assigns.
(g) This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Nevada without regard to principles of
conflicts of laws.
(h) This Agreement contains the entire understanding between the
parties and shall not be modified, amended or changed except by a writing
executed by the parties.
(i) All prior agreements and understandings of every kind between the
parties regarding the consultantcy or employment of the Director by the Company
are superceded by this Agreement and are hereby terminated.
(j) This Agreement (including the continuation of the term hereof) is
subject to compliance by the parties hereto with all applicable laws and
regulations, including without limitation, all applicable gaming laws and
regulations.
(k) This Agreement shall be effective when executed by each of the
parties hereto.
(l) The Director is an [independent contractor,] acting on his own
behalf and not on behalf of any other person or entity.
IN WITNESS WHEREOF, the parties have executed this Director Agreement
as of the date first above written.
ALLIANCE GAMING CORPORATION
By: /s/ X. X. Xxxxxxxxxx
------------------------
Its: President/CEO
-----------------------
/s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx
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