EMPLOYMENT AGREEMENT dated this 6th day of M=h 1998.
ADVANCED GAMING TECHNOLOGY, INC.. a Wyoming corporatiom with an
office located at 2482 - 650 West Georgia Sueet. Xxxxxxxxx,
00xxxxxx Xxxxxxxx, X0X 0X0
Chereinaft called the "Company")
OF THE FWT PART.
AND:
TROMAS X. XXXXXX, Businessman, of 000 Xxxxxx Xxxx Xxxxxx Xxx
Xxxx, Xxxxxx 00000
(Tho"Executive")
OV T13E SECONM PART
KoW TREREFORE THIS AGREEXEN-T WIT~MSSES that in consideration, of the
pmmises md of the covenants and ageements hzreln~ contained, the pardes hereto
have agreed as fbHows (the 'Agreement'):
1.0 TERIM A1%TD PXnWAL
1.1 The Compaty agr=~ to =iploy the Excoutive, xxx the F-,,=tive agrees to
serve pu:rs%=t to the terms and conditions of this Agreement, from the date
hereof dLrough Februzry 15, 200 1, or such shorte, or longer period as may b~
pro-,ided for herein.
1.2 If Es Agreement "I not othcr%-&ise have been tcrmine.~,-d zz provided
herrein and if neither puty shall have given the othcr nutict of n0nreaewal of
this Ag=ment on or befon~ August15,1999 (or on or Xxxx any mbsequent August 15
duting the t,=. of Lhis Agreement), therL this Agreementshall automaticaLly be
e%tended so it then sbnll have Th--n- ycan to run- Sach
initi2l term through Februx-y 13, 2001 and a a-y extexisions thereof shzH be
refc-tred to &~ TI-4 1'Emp1o)m=tT=" orthe nTermofthis AVemenf'or the "Tenn-"
2.o mfn"FRAITON AND BENEFITS
2.1 The Company shall pay to the Rxecative eL salary as fbllows:
(a)From Febnukry 15,1998, the saigay shall be at least US $180,000 per
umum, payable twicz monthly in equal installments less any deductions or
witMoldinggs required by law,
(b) rn additio-a to the Executiv&s aw-111A base salm7, the Exetutive
shall participate in ft executive bonus plan describcd in Schcdulc 'W'
aftehed hereto and shall be gmted aptlow in the capital stock (common) of
the Company as described in Schodulo 13" auachod hereto; xxx
(c) The Company agrees to rmonahly consider to structure the recordlug
and registration of the stock and options granted ta 1he Exmudve in a m"ner
as nouled to eliminate zW imediato tax ramification to thic. Excmtivc under
the vules and guidelines of the Uftmal Itevenue Service.
(d) The Company Rut= agrees to =vicw tho Executives base salary, bonus
compensation and otber entitle=ts at least annually and to reasonably
consider ilacroasiD& the sa= with any increue(s) bcing at the sole
discretiom of the Board.
2.2 The Executiva will be entitled to four (4) wedsv=tlon wiffi pay in mb
year of the T =z, at such linic or times as the F-mcutive way detnmine
consistent with the requirements of the: Company's busioess. The Executives
vacation will be =Mdative and, accordingly, ifthe Executive Wls to take his
vamtion in any calendar year, it will be carried over to the following year, If
tWs Agreement is terminated for cause duting the Term, the Compaay %ill
calculate the vacation entitlement for the year on a pro ratabasli and add itto
any vacation entitlement accrucd from prior y=. s. In addition to any other
provision of this Agreement vacation enUement at the time Of te-=juation of
employment %ill be paid to the Executive by the, Company based on the
Executive's salary as providcd for ia ffiis Agreement
2,33 The Exetutive shdl irailially usm bis own vehicle tmd, us wimburwzucat
fur ~,Wl j U!~at -%ki-11 be paid an Automobile Allowanee of US $500 per month to
cover all msomblo opecating costs of his vchicle, including Iming costs,
insurance. repairs and maintenance, C?s and oil.
2. 4 The Company zZmes to reiiinburse the Executive for all travellina Lnd
oilier out-o' pocket expenses actuaLly and properly incur=d by him in connection
with his dutics on bebalf of th,~ Company as authorized In advanced by the Board
of Directors of the Company (tba "Board of DirectaTs') from xxx-, to time or as
Puthodzed in the Company budge~s). For all such expenses, f-h-c. Executive Vill
furaish to the Co==y statornents and rtceiots as wid mquired by the Campaw-Ay
from tirnt to t1r2c.
-2-5 -rh,~ Company " pro,~jde the Executive vAth employee benefits equal to
or greater -o= those provided by the Company from time to time, to other senior
executives of the Company.
2.6 7he mp . Company,"iU pay all reasom1bip- oat-of-pocket c, enses of the
Executive, and, in addition, up to S?-,000 in fts and disbursements of W3
solicitors and/or attorneys in connection wil:h the prcpw-4oq, revicw and
negotiation ofthis Agreement.
2.7 The Company aball provide ft Bxecutive. with Dlreutors and Ofn'ccn
insurance in such =ounts as am at least compuable to Directors and Officers
insumce provided by the CompaV from time to tiate; to otbrr smior exectitives of
the Compauy but in my event provide not less than, US $2 bfillion as of the date
bareof and ~%Ill r=onably tonsider efforts to increase the coverage in Ature
rML-Wals.
2.8 The Company will pay or cause to be paid the entire premium and other
costs of thr, following insured =0 other benefits for the Executive and his
family~
(a) Dental p1m and medical plan at least comparable to the wdsting plan for
employees as of the dato of this Agreemertt; and
(b) Any other benefit or perqdsita available to any other =Tloyees of the
Company or generally provided to executives of companies similar to the
Company.
3.0 POWERS A" RESPONSMIMMS
3.1 The Exe=dve, in accordance vdI the Tmms ofibis Agreemeut, will, upon
resolution of the BoaA assume the titlas of Cbairnum, Chief Fxecutive Officer
(CEO) and President The Executive =y, in his dIs=don at any ti= during the term
of this Agreement, subject to Board approval,%vhich shall not be unreasonably
withheld, appohit a person to fill the office of Pmideat of the Company. During
the Employment Period and upon resolution of the Board, the Executive shall have
ambority to makc all opera:~ng dwisions, plan the strategic cUitetion of thLe
Company and hirc, promote and terminate employment of all persorincl, xxxx ect
to the direction of the Board where liecessary. During tbe Employment Period,
the Rxocutive shall have such reasonable and custon=7 powers as are genemlly
associated with the positions of Chai=2m and Chief Executive Officer, including,
vvithout limimdon, authority to enend capital resources ofthe Company and shall
have, subject to the direction of the Board, authority to fill ali other
mmagemeat posidons, includiag, v,!ihout limiuktion, the position of Maef
Financial Officer.
3.2 Dwimg the Employment Term, the R-,tecutive shall b a em&3--'a by th e
Company &'Id, upon resolution of [he Board, as the Chairman of its Board of
Directors and as its Cbief Fxecutive Officer to peeform sucb duties &s may be
reasonably prescribed by the Company's BQ"d and its bylmvs, The Exectdive earees
to scrve during the EmploymentTerm in such offices or positions z--d such
further oL5ce3 or positions -%kith the Compmy or any subsidiary of thL- Company
as shau. ftom d by tbComp.-my's Board; but in no emr-ishal-I such offices
mposildons be of less autholfty than Chairman and ChAi0i'Executive Officer
except as is raurtuoy agrceabl c to The parties hereto.
3.3 NMle the Excoutive is engaged hereunder, the services of the RxecutivB
shaLl bel pro,Aded on the following tMai3 and conditions.,
(a) Duxiog the Employment Period, and excluding any pariods of vace don
P-nd sick leave to which the Executive is cntitled~ the Executive shall
xxxxX- principal attention and time during normal business hours to the
biisiaess Emd affairs of the Company and, to the extent necessmy to
discharge the responsibilities assigaed to the Execufive under this
Asreement. use the Executive's reasonable best efforts to carry out such
rcsponsibilities WffiUly al3d effiCiently;
(b) The aecutive xxxxx not, without the pflor vnitten consent of the Board
of Dhnctors, cogage in any other business or occupation or become an offi=,
manager or agent of my other company, firm or individtW. It shaU to%
however, be considered a violation of -the foregoing for the Executive to:
(i) Serve on corporate, civic or charitable boards or cominittecs
(excluding those which would create a conflict of interest);
(ii) D&liver lecturtA MM speaking cogagernents or teach at educationel
insdaitions; and
(iii) Manage pmolial investmm% so long as sub lcdvides do -pot Zrilter1211Y
interfere vAth the pe=fbm=ce of the Execudve's respongbilities as an
employee ofthe Company in accordance with 635s Agreement
3.4 The Executive sihsH obey and carry out the la\hld orders given to him
by the Board of DirectOrs from time to timevbich = corommsurate and comistent
vith 6e dudes he is reqtdred to perform hereunder.
3.5 The Executive sball report to the 8oard of Directors. The Ececadve
sh?-U report on The manzgetnent, operations and business affaLrs of th;~ Company
and adNise, to the best of his ab Ility, on material business matters requiring
Board action tb~ may arise fmra tJ-me to time d uring -Ln-_ temn of this
Apaxeccraent.
.3.6 ThoExecurive shall render hils services to tle CoMpany ftrIUS Vegas,
Nevada (the are-a of his prima-f r-csIdence), except for no--xxxx business
travel necessmily incideat to bis position. In addition, the Company authorizes
the Executive, by resoludom of the Bowd of Directors, to move die Van r. o uv
er, D ri 6 sh C a I uzem L- Cornparty a ff i ces and C o mp my head Tax-,t -" to
The Lz-t Ve a as ax ca
4.o COINFIODENn4L MOPWAMN
4.1 The Ex=xXxx acknowledges that:
(a) in the course of carrying out, performing and fWAlling
5responsibilidesto the Colnpaay hcre=der, he will have access to and will
be ented 1Pith drtalled confidential information, know how and trade
secrets relating to the busincss ancl affairs of the Comp=y, induftgr,
without limitatioxi. finance-% products, scniccE, dealings and t=acdons of
the Company, and the names, addresses, prefereaces or other particular
business requirements of its customers, and that ibc disclosure of
confidencW
information, Imow bow and trade secrets of the Company to competitors or to
the public would be higbly dttri=emW to the be& interests of the Company;
(b) in the course of performing his obligations to the Company
hereunder, the Executivo will br. one of 1he principal representatives of
die Company end, as such, -will be sigxdficardly responsible for mainukbag,
or edaaming the goodwill of ft Company- and
(c) The fight to r"Intairt the confidentiality of such confidential
itfor=-don, Imow how and trade secrets ofthe Company and the right to
preserve its Soodvvill consatutt proprietary right s which the Company is
entitled to protect.
4-2 The E%eeutive will not either during the Term or at any reasonable time
thereafter, disclose to any person, firm or corporation or othemise use any such
detailed confideritial infomation. Imow how and trade secrets for any purpose
oOw than the purposes of the Company. and the Executive will not disclose or use
for any pmpoSe, other ~= Por those of the Compazy, the private &ffairs of the
Company or any other privam information which he may acquire during tbz course
of his emplo~=erithereunder i4th relation to the bminess xxx affers of the
Company, except as required by law- Confideritial information shall not however.
include information xxxxx to third parties beyond the cmployinent of the Company
or information that is required by law to be disclosed in the course of
reporting and regulatioti of and related to the Compmy. The Rxecutive
acknowledges thAt the covenant contalined in this paragraph is necessary md
fimdamen;W for the protection of the business of thc Company and that a ~n;ch by
the Executivewill result in d=aga to the Company vIrich would not be adequately
compensated by monetary award to the Company and that, in addition to all of the
remedies available to it the Company sh?1l be critifled to the irrumediate
remedy bf a resbilr~ng order, injunctiori or other fonn of relief as inay be
decreed or issu--d by any coLirt 6f coropetentAwdictloa w resa-Zm or enjoin the
Execut-ve from brwiching any such covenzint or provision.
4-3 In no event shall in assertcd violation oftht pro-visions of IIL,,-
sr--crioa or any relattd or offier s-ection in this Agreemerit constitute ?-
basis for d6errigg or o-, rc&,cing any e-mounts othar%,Aise p*yablc to &.e
Rxecutive under tbi3; Ag-r-a-ement.
5.0 TERMNATION OF A(MEMiNT
5.1 Irbe c(Mp2ny may tenninate ilia Exwutives eagagetnent UrLder this
ABreement as follows:
(a) At any time, by notice in writing from the Company to the.
Executive, for'Just cause" which, for purposes hercot is limited to,
subject to aay Nevada Re%ised Statutes r,BlAting to jtSt CaU30:
(i) no Executives fraud, gross iricompatency, penoral dishonesty
invahing the Company's assets, wifful rdsconduct or gross negligencr, in
tho Performa= of his duties hereunder,
(ii) Disciplinary action aggaWt rhe Executive by za essential gaming
regulatory authority which results in ternlination of the aecutive's
required licarse, if any; and
ciii) A willfd breach by the Executive of any of the rnaterial %Tms of
this Agreement
If the'Executive's employment hereutder is terminated for just cause. the
Company xxxxx have xio firther obligations or liabilities to the Executive, save
and except for obligadons due to 1he Executive for services rendered prior to
the date of termination forjust cause.
(b) In the averlt the Company contends ftt it raAy temiinge the Executive
for just cause due to the ExecutiYe's conduct as described in 5.1 (a) above, the
Compatly shaU pro-~ide the Executive with specific %xxxxxx uotice speciting
inreasouable dctall the screloas or matters %NNch it amtarlds the Executive bis
not been adequately performing nd NNilat the Executive should do to adequately
perform his obligations hereundtr. If the Executive perfanns the required
services witbin thirty (30) day5 of actual receip-L of the noticeloy the
Executive or modiffesbis performa--ice to correct the matters compl~xxx ot in
either casc, to tbo rmonable satisfaction of the Company, tht a-ectitive's
breacla uill be &=cd cured and suebL breach sh-all. no longer coasftfte cause
(except in the case ofizdicted and convicied criminal conduct); prmided,
however, if the nature of the services not performed by the Executive or the
matters complaiaed of are such %bat zaare than thirr;- &tys art reasonably
required to r-edo= the requircd services or to corrcet The, matuas co=plzincd
of. then the Bxecut~,.e's breach -41 be deenled cured if the Executive
cornmtrces to perform Such me-iccs or to correct such matters --hithin the
t1lirty (30) day period and tbareLfter diligently V rosecates such performance
or correcdon to completion within stcb pceod of thne after rhLcud *Fsuch tLirty
(30) day period (the 'extension peeled") as ffic Corr-pe-r-ly has rinlified Th-2
'Ex e cu-dvt I s rm onably requirod to perform Th e required ss-eni c a s o! u)
xxxx xx t tM rLi-attLe rz cc-=p1--;n:-.;' of. If fae Executivc does no- peltorm
the requir~d sz--;;ceS ar, Modify hisperformance to correct the matters cornpl
ained of within the flArty (3 0) day period or the extension Period, as t1le
case rnay be, the Cornpany shaU have the right to terminate this Agreement at
the end of the t&ty (30) day period or extemion *od, as the tzge may be. it is
understood that the Executive's parformance hereunder -.Aill not be decmed
u=tisfaciory solely on the basis of any e=nomic perfb=nct of the Company because
tl~dis pr,rformanec vvill depend in put on a variety of factors overwhich T~ie
accutive has)ittle control.
5.2 If the Company termimatim -dtc engagment of tho ExtcutiNe as pro%ided
under subparauxaph 5.1 (a)(il), the Executive shall be cutitled only to the
accrued Wary oivins to him as set out in pazuxap~Ls 2.1 and 2.8 and other
benefits as provided herein,-up to the effective date of te=in on, less any
amounts owed by the Exmutive to the Company.
5.3 1f the Company tmmiinates the waagement of The Examdve f" any reason
other fbr just cause, the Company sball, in addition to other obligaflons as set
xxxxx xxxxxx, pay to the Execulive in M immediately, as Uquidated damagges, a
lump sum arnount equal to the present value (calculated using an 8% discount
&ctor) ofhIs salary for the unc)Tired perio4 of the TeTm, and by providing to
him the amount of any performance bouns and coramOn 3tDck gmts and options to
which the Executive is or becomes or should betome entitled to pursmi to
Schedule A and Schcddc B and incroases of the same by the Company.
5.4 The Company acknowledges Omt participation in gaining may require
11ccrising in one or more
jurisdictions and agr= to undertal-c s=h application(s), compliance aad
regWatory process(es) as the Executive deems ne=smy or appropriate for s=b
purposes. The Company Aafler a6mowledges and represents that it has fally
disclosW to tbeExecutive any and IU issuc* and facts that may ha;ve =y adverse
effect on such a garning licensing proaess(cs).
5.5 The Executive way tennina;te this eaggagement under this Agnernent if
any one of the fbUowing occurs during the Tem each of which shaU be considered a
breach of Us Agreement by the Compemy, entiding the Executive to compensation
for termirLation for other thanjwt cause:
(a) Change in coxitrol;
(b) The Company employs or enstPd any other serdor executivr.,
wiicffier as an empioyee, co-aultant or othemisa, without the prior written
consent ofthe Exccutive;
(c) Any, requirement by the Company th-ot the F-sm-cutive's scrNices
be render ad prirniiril~y at e location or locations offier than that
provided for here'--,
(d) kny f4ure by the Company io comply with any material term of this
Agreement, other fl= a fialurt that is ift bad faith that is not remedied
by the Company promptly after receipt of noticc thereof from th&.
Executive; and
(e) Any purported terraination of the Exectrdires emplo3=cnt by -the
Company for a renou or in a manner not expressly permitted by this
Agreerfttw.
5-6 For the purpose of this Agmement, "change of control" means the
occuricnct of any one or more Of the Mowing:
(a) The sale or a xxxxx of sales occurring whWa any twelve (12) month
perioa, offier than a sale to an affiliite of the Company (as thAt temn is
defined in the BrItIsh ColumbiaCoznpany Act), of net assets of the
Corapanyhaving ivalue greater than 50% of the fak maiket value of the net
assets of the Co=paay, excluding- the Xxxxxxx property, determined on a
consolidated basis prior to such sale or prior to the Fht of a seties of
sales Occurring vAtbin any twelve (12) month peTiod;
(b) The disposition ofall or substantidly all of the assets of the
Company where such sale or disposition is reqiired by applicable law to be
approved as a special resolution ofthe sharclioldm of the Company;
(c) Any "persoe orgroup of Ppersons" (as the tc= "persoel or "&Toup"
are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934
and the rules thereunder) v6Vch does not include the Executive, is or
becomes the beneficial owner, dircetIy or indirectly, or securities of the
Company representing twenty percent (20%) or more of the combined voting
power of tho then oummiding securities of thc Company (whether by purchzse
or =quisition of sectuities by any person or by the Company or by agoement
to act in coocert with. respect to the voting of such secirides or
otherwise), except if such owmership is approved by the Board,; aad
(d) Any Other event shall have occurred which constitut-es a change of
owyauship or effecth-e coatrol of the Corapany or in the ownersh~p of its
assets, or ,%tich would be deerned. to be such aL clmnge under ss.2800 of
the Inkmal ReveDuc Code of 1954, as amended, or the regulations or other
legal authority developed there=dar.
6.0 NONT-CONY)MMION
6.1 The Executive covermts and apees ti ",-- hewriii no; durmg -"-! Term,
or %VUI~n a t,,,,-D (2) yczx period after xx xxxx ceased to be am Executivt:
(a) DLrectly or indirt-edy, in any MP2zitY wh2tsoeveT, allom. xxxx
2ssociation %NU2 anv oti-er firm or cor ar c' a a t. porration (oter than
the Comp, y). as a prin 1,1D I gen Ezector, gwaramtor, creA4.1tor or in xxx
xxxxxx v,,ha:so-zvcr, save and except as an employee only, knowin' .'IY
engage or be concerned or interested in any busincss That sells product($)
or =vice(s) that &adly compete NAfti the then existing Or specifically
identified -product(s) or se-ni*s) of th6 Company during that period in any
territory in jvhich the Company carries on its business during that peTiod,
(b) Directly or indirectly use or disclose to any persoa, except, duly
authorizcd offlem and employees of the Company entitled thj=eto, any
confidential information (as deEzed herainabove) flW was acquired by him by
reason of his involvement and associadon ,Ai th the Co mpW, or
(c) DirectLy or ftulirwtly solicit any customer, as of the date of
terniinattion of mploymcat, of the Company in any territory in vyYioh the
Corqp~my carries on its business during that period for the-purpose of
selling that customer a product(s) or service(s) that is the same or
similar to a product(s) or savice(s) sold by the Company.
Notwhhstandiug the foregoing, the Exceutive may invest in or have an
interest in entities traded on any public mmi-A or offered by any national
bidkj~zage house if and so long as the intcre5t does not exceed five percent
(5%) ofthe voting control of aty such entity; and an intcre~(s) in tiny
company(ies) not competing NAth or offoring the s=e or dniLar product(s) or
service(s) as the Company.
6.2 As ft is rewgd=d by all the parties hemto that irreparable di=Ses would
resWt fwra any -6olation of Paragraph 6.1 above, it is expressly agreed tb4 in
addition to any and a of the remedies avallable to it, cach party *ill hAve the
immediate remedy of fi~juactlon or such. other eq~Atable relief as may be
decreed or issutd by =y court of eoropetmt Msdiction to enfoTce Paragraph 6.1
hereot
6 ~3 Iri th a e vent thd any c I sus a o r op e rati o n o f F araaf aph 6.
1 IV= e nforurnb I (.-. x x x XX;I re. d invalid for cry reason v.-hatsoever,
such unenforceability Or Invalidity xNill not affect th- enforccabUity or
validiTy of the rtmaining portions of Paragraph 6.1 and such unenforceability or
juvalidity will be severable from such paragraphs and this A&Teement.
6.4 The &=ufivc agrees and ackrio%nded-Ses this co-v enant is givem 11o:
good and valuablc comiderg-tiDn (receipt of which is hereby acknowledged) and
tha~ by Teason of his Unique Imowledge of and his association Nvith the business
of the Company, the scope of This cove=t 2LS to bofn time and =-,a is reasonable
2nd cornmeasurr-e vith the protcetion of the I.-itimate iaterest.3 of the
Company. This restrictive covenant %Xxxx cond= in effect after Che termination
of the employmzsat and t~t tarminsfion of this Agmement for any Teason, and This
rcstrictive covenant is
severable for that purpose. If any part of this covenant is held to be void or
Ime-afomeablee by a Court o f compe L- nt j wisffict i o a, that p an may b e s
ev=d and xcpla=d by t1i e -%i d ~, s t T--rm th et wo u! d r o t be hold to b--,
--o',-4*r unenforceable.
7.0 SEVERkBILITY
7-1 Each provision of this Agreement is declared to constitute a sepzare
and distinci covenant and %V be severable from aU other such sepu= and distinct
covenants. If zny covenant or pro,,~ion is dete=ined to be void or
unenforceable. in whole or in xxX it uill not be deemed to affect or impalT the
eafurceability or vadidity of any other covenant or provision of &ds Agreement
or any put thereof.
8.0 SXMVIVAL
8.1 The obligations and acknowledgements of tha Company and the Executive
set out in Xxxxxxxx, 0, 0, 0, Xxxxxxxx A and Schedule B will sunrive the
tmmination of Chis Agreement.
9.0 WAMAORMODIFICATION
9.1 No failmr. or delay ofthe Company or C16 Executive in exercisiq any
paw-er or right hereunder shall operate as a vadver &m-eof ror shall any single
or paxtial exercise of sucb ji ght or pcnver preclude any other right or powcr
hereunder. No amcndmer4 modificatiou or waiver of any c=dition of this Xxxx;nerd
or consent to any departure by the Rxe=dve therefrom "I in any event be effccdve
unless the same shall be in miting signed by the Company.
10-0 TfMEOFMF-NCF,
10.1 Time 5hall ba of the essmee hereof.
11.0 FURTHER ASSURANCES
21-1 The Exwutive Eind the Company will do, execute and deliver, or vill
cause to be done, exe;=ed and deliveTcd, all such ftuiher dee&, inst=ents,
docmnents' acts and things don-: as the Company or the Executive may rwsonably
req*e fbr the pwrpose of 6-ViMn efrect to this Agreement.
12.0 NOTICES
12-1 Auy notice required to bc given hereunder by any party shall be dzemed
to have been ,%vcll and sufficicatly given, if delivered personally or if TmOed
by commerciJa cuTier or by prepaid req;istercd mail (ret,--A reeceiyt
requested), and =tuaUy &Hvered in person or at the addrcss of the otherpaAr,s
h-m-no set fordh orar such other address as the other party may, fro= timt- to
timc, direct in. -mTitino- The address for noticewill, unEU ebanged, be:
In the me of t4 Company:
0000 - 000 Xxxx XX-Xxx Xxxxxx
xxxxxxxxx, X.X. X0X 4149
in the case ofthe Executive
228 Dmert view street
XAs VeW, Nevada $9107
13.0 INDENINUICATION
13.1 The Company sball indemnify and hold harmless the Exieudve from any
thrmte~xxx, pending or completed action or proceeding against the Executive,
Wheffict or not brou& by the Company, and whether civi4 edmitW or
administrative, by reasom of the Executive can-ying out his dudes btreunder
against all costs. ebarges and expenses, inbluding legal fees and any mmount
p~dd to settle the actiou or proceeding or misfy &judgment, if he -acted
bonestly wd in good falth vitli a vizw to the best iwerests of the'Company gad
exercised the care, diligence and sldfl of a reasonibly prudent person az4 with
respect to any criminal or administrative action or proeftding, he had remonable
grounds forbelieving that his conduct was lawful. The dcaerroinacion of any
action, =it or proceeding, by judgment, order, settlement, conviction or
otherMse shall not, of itself, create a presumption tat the Executive did not
acE honestly and in good faith and in fhe best interests of the Company and did
not exercise the care, diligence and skM of a Teasonably prudaw parsoix emd,
witli respect to any criminal action or proceedirw, did not bAve reasonable
groads to xxxxx that b1s; conduct was lawU. Such iudemnification of the
Executive by the Company shall be to the fullest extent allowed by law.
133 The Company shall indemnify the Executive in respect of any loss,
damage, costs or Lxpcases, ir-cluding,bvl not limited to, attomey and solicitor
fees, whatsoaverkm=ed by him wl-dle acting as Chairman, or Chief aecutive:
Officer or othemrisl~ on behalf of the Company, unless such lo5s, dama.- 0 ge,
costs or expenses shall arise out of failure to cornply,%iffithe Excc4yc's
obligations pum=r to this Agre;=Wt.
14.0 MEPENDENTLEGALAMCF,
lzt.i 71---EyecudvchcrtbyacimoNvlcd.-est'~athehzs bew advisedbytih-l*
Cornipanyto seek ind--pendent ad%icc and that he has either, obtained
lmdependent legal ad-AC-1 or haswaived bis ri ght to the m-n a R = 9 4?/. 604
689 2809 03-30-98 05:07PM p017#06 MAR.-30'98(MON) 16:02 AGTJ TEL:000 000 0000 P.
018
15.0 EF-kDINGS
15.1 7ac headings in this Agreement form no part of the agreement between
the parties and will be deemed to have b= insermt! for conveuience only andwitl
not affect dhe construc tion hereof
16.0 INTERPRETATION
16.1 Whmver the singular or the masculine is used bemin, the sameAU be
deemed to include the pl=d or dw feminine or the body politic or =Torata where
the context or the parties so require
17 GOWRNINGILAW
17.1 This Ape=ent %%U, in all respects, be goveimcd and cons trued in
accordance with the laws of the State of Neva& whose courM in Xxxxx County,
NevaU shall have, exclusIve judsdir,tion and venue over dispttes, if any, wising
out of or related to this Agreftneat. ALL dollar references xxxxx Xxxxx to U.S.
dollars.
18.0 ENTIRE AGREEMENT
18.1 The pr(wisions herein constitute the entire agreameat bat%mcn the
pardes and supersede all previous enzetations, ucdertakins-3, comm"ni ons.,
representations and ag=rzents, whether verbal or writEen. betweea the parties
uith respect to %esabject matter hereof
19.0 NO MTNERSW
19.1 No aggempy or partnership is hereby created behreea the pardes and no
reprrsentations will be made by either party v&cb would creatc, any apparent
agency or p2:tnership between the par t! es h cr--to
20.0 ENURIUMENT
20.1 'no provisions of this AgreerneutMll enure to theb=fit o'L---.d be
biTiding upon the pardes hereto and ffiaix resp~=tive heirs, executors,
successors and assiars.
IN WMESS NWIMEOF, the pardes h-ave hereto executed this Agreement as of tbe
=d year fast above written.
THE CORPORATE SEAL OF ADVANCED
GAMING TECHNOLOGIES INC. was affixed
hereto in the presence of:
Authorised Signatory
Authorised Signatory
SIGNED, SEALED AND DELIVERED by
XXXXXX X. XXXXXX IN THE PRESENCE of.
Authorised Signatory
Authorised Signatory
SCHEDULE
"A"
PERFORMANCE B0NUSES
1. Abonusplanis ageedtoNvHch%v:iLl re%rardtheExpeutive and tho Senior
NLviagement Team as recommended by tbP E=utive (Executive Group) to the
Board of Directors basod on frie Net Income ortbe Company (including its
stibsidiaries and its affiliam as those ternis are defted by generally
accepted accounting priuciples in the United Swes- In each ycu during the
Te=, the Executive Group will be entitled to a payment from the Con4=y of
an amount equal to or greater than three percent (3%) of the Net Income of
the Company for that year or suchaddition2l percentage as the Board shaU
reasonably dctemulne for each such year or pan themof
2. "Net Income" has the mmaing ascdbed to it under generally accepted
accounting principles in the United States, daterrnined in a manner
consistent with prior periods but in any event will be cxclasivo ofplior
lowes and depreciation and before tax and any e)dmordinaq or non-recurring
matters or events that reduce the "riat income" for that period
3. All payments of cash for ewh year will be maaa by the C=xxxx xxxxx ritety
(90) days of the end of the fiscal y&u of d2e Company- In The last partial
year of the Tenn, the Excccudvc will be entitled to a pro-rated perfammee
bonus based on the number of Ul or putial moaths; between the cad of the
fiscal year and tha and of the Term.
4. The Executive,;;ill receive as a performance bonus and incentive an option
to purchase up to one million (1,000,000) shares ofthe Company at US S.06
per shm. The execution of the above optionwill be contingent upon the
Executive artaining One Million (1,000,000) shams upon aebieving a positive
operation-al cash flow as defined under the rifles of U.S. Gentral
Acceptable Accounting Principlm a
SCHEDULE "B"
STOCK OPTION STRUCTURE
1. Grant of Options- Purmmt to the provisions of Section 2.0 of the subject
Employmen; Aggreement catitled "Remunomdon and Beneftts," the Company
hereby graws to the Exemtive the option to purchase cermin shares of comm
on stock of the Company and in accordance with the terms and conditions set
forth herein (the 110ptiont.).
2- Number of Sbzres and Option Feriods-. The Option grauted herein 3hall be
exeroisablt~ for the number of shims and at flae share price as set forth
below:
Year No. Of Shares Share Price
1998 500,000 us $.06
1999 500,000 US $.06
2000 500,000 us $.06
The number of sham subject to the Option xepresent a wi-11murn amount only.
TheBoard of Directorsuill have the dismvtion to and wal reasonably cor6der
the grant offurther stock options.
3. CwndRfive Options: The options are to bc cumulative in natum and =
exerctsWe at any time up to fbice (3) ycars frorn the first (Ist) wlendar
day following the effective day of the Options. Acwrdingly. by way of
Mustrztion and for the sakc of clarity, the irdfial option for 500,000
shares will be exercisable at my time beginning, as of tht dare hereof, up
to and including Fcbnuwy 15, 2003
4. Ma-Aner of Exercise; The Optionshall be exercisable by tho Exwudve by
providing written notice to tbc Company of his inteation to mercise the
Option. ?a) ment for the sbam subj ect to tht Option sball be required
%ithin dtV (30) business days of the wHttea notice providnd to the Company,
Upon the Company rmhing a positive cash t1ow, the Company will rcasonibly
consider loaning to the Execurive and the Sey3ior Management Group the
sunis necessary for such cxcmise at an intercri. rale not to e=ccd the rzc
then earned by the Comp=y on deposited fimds.
5~ Nature of Option Shares: Th-! shams to be issued to t~e Executive shZ-1 be
issued pmm=t to C---e Securities Exchan-e Act of 1934. The shares s::Pl be
restrictzd fOT TesalO TO U,S. persons Qnly for a pcrioa of time as dictated
by the rt-porring status of ch.- Company. vith the ~q ccLL-id ts and
F-xchan2c Commission.
6. Sul-viva] of Employment: All options grantod to tho E-xwutive shall survivc
=d rernalia in effect upon The volu=7 or involantary termination of
ealploymcni ofthe Executilyc vvi~i the Company,
7. Merger of Consolidation of the Company: Nomithstanding the inerBer of one
or wore corporations into the Company or any consofidatiorL of the Company
and one or moro corporati=s in whirl the Company is either the nmiving
corporAtion or is not tlie sllniving corporation, all Executive Options,
shaH suv4ve any such mMer or consolidatiou and the exercise ofthe O*n xxxxX
be aWlied on a pro rata basis. Still furdwr, th,: shares underlying the
Option sbaU be adjusted appropriately for the increase or dectase in the
number of issued shaTes resulting from a sabdivision or co=olidatiori of
shares or the payment of a stock dividend thereon or any other inerease or
decrease in thePurnber of shares effeoted vAthout reecipt of consideration
by the Company.
