SEPARATION, CONFIDENTIALITY AND GENERAL RELEASE AGREEMENT
This Separation, Confidentiality, and General Release (“Agreement”) is entered into by and between Galaxy Gaming, Inc. (the “Company”) and Todd Cravens (hereinafter referred to as “you,” or “your”) and is related to your separation from employment at the close of business on November 10, 2023 ("Separation Date"). Accordingly, in exchange for the consideration and mutual promises set forth herein, the parties do hereby agree as follows:
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A. you are and have been advised to consult with an attorney of your choosing concerning the legal significance of this Agreement;
B. this Agreement is written in a manner you understand and you have read and accept the Agreement;
C. the consideration set forth in paragraph 1 of the Agreement is adequate and sufficient for your entering into this Agreement and consists of benefits to which you are not otherwise entitled;
D. you have been afforded twenty-one (21) days to consider this Agreement before signing it (although you may sign it at any time prior to those 21 days) and that any changes to this Agreement subsequently agreed upon by the parties, whether material or immaterial, do not restart this period for consideration;
E. you understand that rights or claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621, et seq.) that may arise after the date this Agreement is executed, are not waived; and
F. you have been advised that during the seven (7) day period after you sign the Agreement, you may revoke your acceptance of this Agreement by delivering written notice to Chris Cappas, Director of Human Resources, Galaxy Gaming Inc., 6480 Cameron St., Suite 305, Las Vegas, NV 89118, and that this Agreement shall not become effective or enforceable until after the revocation period has expired. If you sign the Agreement we may pay you after the expiration of the revocation period, but if we choose to pay you prior to the expiration of the revocation period and you later revoke the Agreement, you will be required to return all monies paid to you in Section 1 (A) and (D), your COBRA insurance will not be paid by the Company and your option exercise period will not be extended but revert to 90 days from your Separation Date and the Company will be relieved of all obligations of this Agreement and the surviving provisions of your Employment Agreement will remain binding upon you.
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(i) For purposes of this Agreement, a “Competitive Position” means any employment with or service to be performed (whether as owner, member, manager, lender, partner, shareholder, consultant, agent, employee, co-venturer, or otherwise) for a Competitor in which you: (a) will use or disclose or could reasonably be expected to use or disclose any Confidential Information or trade secrets for the purpose of providing, or attempting to provide, such Competitor with a competitive advantage in the Industry or (b) will hold a position, will have duties, or will perform or be expected to perform services for such Competitor, that is or are the same as or substantially similar to the position held by you with Company or those duties or services actually performed by you for Company in connection with the provision of Company Business, or (c) will otherwise engage in the businesses, or market, sell or provide services in competition with the Company.
(ii) For purposes of this Agreement, “Competitor” means any third-party (a) whose business is the same as or substantially similar to the Business or major segment thereof, or (b) who owns or operates, intends to own or operate, or is preparing to own or operate a subsidiary, affiliate, or business line or business segment whose business is or is expected to be the same as or substantially similar to the Business or major segment thereof.
(iii) For purposes of this Agreement, “Restricted Territory” means: (a) the State of Nevada; and (b) additionally, to the fullest extent permitted by any applicable law, any additional states, countries or regions in which Company provides operates the Business during the Covenant Period.
You shall be deemed to be in a Competitive Position with a Competitor in the Restricted Territory if you obtain or hold a Competitive Position with a Competitor that conducts its business within the Restricted Territory (and your responsibilities relate to that Competitor’s business in the Restricted Territory), even if your residence or principal place of work (other than California) is not within the Restricted Territory.
Notwithstanding the foregoing, you may, as a passive investor, own capital stock of a publicly held corporation, which is actively traded in the over-the-counter market or is listed and traded on a national securities exchange, which constitutes or is affiliated with a Competitor, so long as your ownership is not in excess of five percent (5%) of the total outstanding capital stock of the Competitor.
B. Non-Solicitation / No Interference Provisions.
(i) Business Partners. You understand and agree that the relationship between Company and each of its licensors, licensees, suppliers, vendors, contractors, subcontractors, consultants, customers, and prospective customers related to the Business or the provision of services (the “Partners”) constitutes a valuable asset of Company, and may not be misappropriated for your own use or benefit or for the use or benefit of any other
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third-party. Accordingly, you hereby agree that during the Covenant Period, you shall not, without the prior written consent of Company, directly or indirectly, on your own behalf or on behalf of any other third-party:
(a) call-on, solicit, divert, take away or attempt to call-on, solicit, divert, or take away any of the Partners (1) with whom or with which you had communications on Company’s behalf about the Partner’s existing or potential business relationship with Company with respect to the Business or provision of services; (2) whose business dealings with Company are or were managed or supervised by you as part of your duties for Company; or (3) about whom or about which you obtained Confidential Information or trade secrets in connection with your employment with the Company; or
(b) interfere or engage in any conduct that would otherwise have the effect of interfering, in any manner with the business relationship between the Company and any of the Partners, including, but not limited to, urging or inducing, or attempting to urge or induce, any Partner to terminate its relationship with the Company or to cancel, withdraw, reduce, limit, or modify in any manner such Partner’s business or relationship with the Company.
(ii) Employees. You understand and agree that the relationship between Company and each of its employees constitutes a valuable asset of Company and such assets may not be converted to your own use or benefit or for the use or benefit of any other third-party. Accordingly, you hereby agrees that for 12 months after the Effective Date hereof, you shall not, without Company’s prior written consent, directly or indirectly, solicit or recruit for employment; attempt to solicit or recruit for employment; or attempt to hire or accept as an employee, consultant, contractor, or otherwise, any employee of Company engaged in the Business or provision of Company services; or unlawfully urge, encourage, induce, or attempt to urge, encourage, or induce any employee of Company engaged in the Business or provision of services to terminate his or her employment with Company.
C. Enforcement of Restrictive Covenants. Notwithstanding any other provision of this Agreement, in the event of your actual or threatened breach of any provision of this Section 7, Company shall be entitled to an injunction restraining you from such breach or threatened breach, without the requirement of posting any bond or the necessity of proof of actual damage, it being agreed that any breach or threatened breach of these restrictive covenants would cause immediate and irreparable injury to Company and that money damages would not provide an adequate remedy to Company. Nothing herein shall be construed as prohibiting Company from pursuing any other equitable or legal remedies for such breach or threatened breach, including the recovery of monetary damages from you. The period of any restriction set forth in this Section 7 shall be extended by any period of time that you have been found to be in breach of any provision in this Section 7.
D. Your Acknowledgement. You acknowledge and agree that:
(a) the restrictive covenants contained in this Agreement constitute material inducement to Company entering into this Agreement and agreeing to the terms and conditions stated herein;
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(b) the restrictive covenants contained in this Agreement are reasonable in time, territory, and scope, and in all other respects;
(c) should any part or provision of any covenant be held invalid, void, or unenforceable in any court of competent jurisdiction, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement; and
(d) if any portion of the foregoing provisions is found to be invalid or unenforceable by a court of competent jurisdiction because its duration, territory, definition of activities, or definition of information covered is considered to be invalid or unreasonable in scope, the invalid or unreasonable terms shall be redefined to carry out Company’s and your intent in agreeing to these restrictive covenants.
These restrictive covenants shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of you against Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Company of these restrictive covenants.
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A. Your position with the Company has resulted in exposure and access to confidential and proprietary information which you did not have access to prior to holding the position, which information is of great value to the Company and the disclosure of which, directly or indirectly, would be irreparably injurious and detrimental to the Company. You agree to use best efforts and to observe the utmost diligence to guard and protect all confidential or proprietary information relating to the Company from disclosure to third parties. You shall not at any time use or make available, either directly or indirectly, to any competitor or potential competitor of the Company or any of its subsidiaries, or their affiliates or divulge, disclose, communicate to any firm, corporation or other business entity in any manner whatsoever, any of the Company's confidential or proprietary information covered or contemplated by this Agreement.
B. For the purpose of this Agreement, “Confidential Information” shall mean all information of the Company, its subsidiaries and affiliates, relating to or useful in connection with the business of the Company, its subsidiaries or affiliates, whether or not a “trade secret” within the meaning of applicable law, which is not generally known to the general public and which was from time to time disclosed to, developed by or learned by you as a result of your employment with the Company. Confidential Information includes, but is not limited to the Company’s product development and marketing programs, data, future plans, formulas, finances, profits, sales, net income, indebtedness, financial management systems, pricing systems, methods of operation and determination of prices, processes, trade secrets, client lists, suppliers, organizational charts, salary and benefit programs, training programs, computer software, development or experimental work, business records, files, drawings, prints, prototyping models, letters, notes, notebooks, reports, and copies thereof, whether prepared by him or others, and any other information or documents which you were either told or reasonably ought to know or have known that the Company regards as confidential. Confidential Information is not information that is or becomes generally known other than through your acts in violation of this Agreement. Disclosures made by the Company to governmental authorities, to its clients or potential clients, to its suppliers or potential suppliers, to its employees or potential employees, to its consultants or potential consultants or disclosures made by the Company in any litigation or administrative or governmental proceedings shall not mean that the matters so disclosed are available to the general public.
C. You agree that all records, reports, notes, compilations, or other recorded matter, and copies or reproductions thereof, relating to the Confidential Information or any other aspect of the Company's operations, activities or business, made or received by you during your employment with the Company whether or not Confidential Information (including but not limited to, documents, reports, correspondences, computer printouts, work papers, files, computer lists, telephone and address books, rolodex cards, computer tapes, disks, and any and all records in your possession (and all copies thereof) containing any such information created in whole or in part by you within the scope your employment, even if the items do not contain Confidential Information) are and shall be the Company's exclusive property, and you will return the same to the Company's custody and control.
D. You shall continue to be bound by the confidentiality obligations contained herein for two (2) years from the Separation Date, except that confidentiality obligations with respect to any information that constitutes a trade secret shall continue in effect for so long as the information remains a trade secret.
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If to Company: Galaxy Gaming, Inc. 6480 Cameron Street, Suite 305, Las Vegas Nevada 89118, Attention CEO. Email: [redacted]
If to Todd Cravens: [personal information redacted], Attention Todd Cravens. Email: [redacted]
A party’s Notice Address may be changed or supplemented from time to time by such party by notice thereof to the other party as herein provided. Any such notice shall be deemed effectively given to and received by a party on the first to occur of (a) the date on which such notice is actually delivered (whether by mail, courier, hand delivery, email, electronic or facsimile transmission or otherwise) to such party’s Notice Address and addressed to such party, if such delivery occurs on a business day, or if such delivery occurs on a day which is not a business day, then on the next business day after the date of such delivery, (b) upon personal delivery to the party to be notified, or (c) the date on which such notice is actually received by such party (or, in the case of a party that is not an individual, actually received by the individual designated in the Notice Address of such party). For purposes of the preceding sentence, a “business day” is any day other than a Saturday, Sunday or U.S. federal public legal holiday.
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the latter date set forth below.
Dated: |
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| Todd Cravens, an individual
Galaxy Gaming, Inc.
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Dated: |
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| By: Matt Reback, President and CEO | |
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