EXHIBIT 10.1
EMPLOYMENT CONTRACT
This agreement is entered into this 7th day of March, 1997, by and
between Shuffle Master, Inc., a corporation licensed to do business in the State
of Nevada with offices at 1106 Palms Airport Drive, Las Vegas, Nevada 89119,
hereinafter Shuffle Master and Mark Yoseloff, an individual presently relocating
to the State of Nevada, hereinafter Yoseloff.
Whereas Shuffle Master wishes to employ Yoseloff for a period of five
years pursuant to certain terms and conditions and whereas Yoseloff wishes to
work exclusively for Shuffle Master for a period of five years pursuant to
certain terms and conditions, now therefore the parties hereto agree as follows:
1. Shuffle Master hereby employs Yoseloff for a period of five years
beginning the first day of August, 1997, and continuing through the 31st day of
July, 2002, unless earlier terminated in accordance with the terms and
conditions of this Agreement. Yoseloff as part of his employment will perform
any and all reasonable lawful duties for Shuffle Master as required by Shuffle
Master management which duties are expected to include the creation,
development, and implementation of new products, including the overseeing of
product engineering and new game development.
2. Yoseloff will perform his duties at Shuffle Master's offices in Las
Vegas and such other locations as directed by Shuffle Master. While Yoseloff
will be expected to travel from time to time in the performance of his duties
for Shuffle Master, he will not be required to relocate his residence outside of
the Las Vegas, Nevada metropolitan area. If Yoseloff does relocate his residence
outside of the Las Vegas, Nevada metropolitan area it will constitute a breach
of this Agreement.
3. Shuffle Master will compensate Yoseloff as follows:
A. An annual salary of $100,000 payable bi-weekly
B. Normal employee benefits enjoyed by the majority of other
Shuffle Master executive employees, excluding any participation under
the Employee Stock Option Plan benefit and the Employee Bonus Plan
payment. In the event Yoseloff cannot be covered beginning August 1,
1997, under Shuffle Master's health insurance plan, Shuffle Master will
reimburse Yoseloff for his COBRA health insurance payments for the
period beginning August 1, 1997, until such time as Yoseloff is covered
under the Shuffle Master health insurance plan.
C. Yoseloff may receive discretionary bonuses as determined
from time to time by the Executive Compensation Committee, not to
exceed $200,000 in any calendar year. Yoseloff's bonuses and stock
options will be granted to him in a manner consistent with bonuses and
stock options granted to other Shuffle Master executives.
D. Reimbursement of valid, reasonable expenses.
E. Reimbursement of actual moving expenses to Las Vegas not to
exceed $10,000.
4. This Agreement is assignable by Shuffle Master to its successors and
assigns. However, it is personal to and not assignable by Yoseloff.
5. A. Shuffle Master may terminate this Agreement before its
expiration in the event of Yoseloff's death or his disability. Yoseloff
will be deemed to be disabled for purposes of this paragraph in the
event he cannot perform his normal duties for a period of four
consecutive months or in the event he is only able to perform his
normal duties for a period of six months in any 12 month period.
B. Shuffle Master may terminate this Agreement for cause.
Cause shall include Yoseloff's material breach of a significant
provision of this Agreement, his intentional failure to perform his
duties as directed by Shuffle Master, his conviction of a felony, his
conviction of a lesser offense if it jeopardizes any of Shuffle
Master's gaming licenses, any act or omission, regardless of when such
act or omission occurred, by Yoseloff which jeopardizes any of Shuffle
Master's gaming licenses, fraud or the intentional violation of any
rule or regulation pertaining to Shuffle Master's business. In the
event Yoseloff is terminated for cause by Shuffle Master, Shuffle
Master shall retain any and all other remedies it has as a result of
such actions whether legal or equitable.
6. Yoseloff will enter into the Employee Non-Disclosure and Inventions
Agreement set forth as Exhibit A.
7. Shuffle Master and Yoseloff acknowledge that Yoseloff is coming to
Shuffle Master at a critical time in Shuffle Master's expansion of new games. As
a result, if Yoseloff were to leave Shuffle Master within the first year of his
employment contract it would create significant delays in the development of
Shuffle Master's new games and, accordingly, it is critical that Yoseloff not be
allowed to compete with Shuffle Master under any circumstances in any way for a
minimum period of two years from the date of this Agreement and after March 15,
1998, for a period of one year from the date of termination/expiration of his
employment.
Therefore, for a minimum period of two years from March 15, 1997, and
for a period of one year following the termination/expiration of his Employment
Agreement, if such termination/ expiration is after March 15, 1998, Yoseloff
shall not directly or indirectly individually or as an officer, director, or
agent of any corporation or firm compete with the business of Shuffle Master as
presently conducted and as conducted in the future. Further, Yoseloff shall not
either directly or indirectly, individually or as an officer, director or agent
of any corporation or firm engage or be interested in the creation, invention,
distribution, marketing or sale of any game that could be used in the gaming
industry regardless of whether such game is used in the gaming industry for a
period of two years from March 15, 1997, and one year following the
termination/expiration of his employment with Shuffle Master, if such
termination/expiration is after March 15, 1998.
Yoseloff acknowledges that in the event he breaches this Covenant Not
to Compete that Shuffle Master will suffer irreparable harm and that it must
have the right and hereby does have the right to seek equitable relief to enjoin
such breach or further breach. In the event Shuffle Master has to take any
action, including but not limited to court action, to enforce its rights under
this Covenant Not to Compete, Yoseloff agrees that he will be responsible and
pay for all of Shuffle Master's attorneys' fees and costs associated with the
enforcement of its rights under this Agreement.
8. Applicable Law. This Agreement shall be construed in accordance with
the laws of the State of Nevada, and both parties hereby waive any conflict of
laws or rules which may otherwise apply.
9. Severability. If any provision or remedy in this Agreement is
invalid under any law, such provision shall be inapplicable, and deemed omitted;
however, all remaining provisions shall be given effect in accordance with the
manifest intent of this Agreement, and are therefore severable from such invalid
provisions.
SHUFFLE MASTER, INC. MARK YOSELOFF
By: _________________________________ _________________________________
As Individual
Its: ________________________________
EXHIBIT A TO EMPLOYMENT CONTRACT
EMPLOYEE NON-DISCLOSURE AND INVENTIONS AGREEMENT
For valuable consideration including my employment Shuffle Master,
Inc., meaning the parent company and all subsidiaries and affiliates
(hereinafter called "Shuffle Master"), Shuffle Master and I agree as follow:
1. I agree fully and promptly to disclosure to the Chief Executive
Officer all inventions, discoveries, software, and writings that I may make,
conceive, discover, develop or reduce to practice, either solely or jointly with
others, during my employment, whether or not during usual working hours. I agree
that all such inventions, discoveries, software, and writings shall be and
remain the sole and exclusive property of Shuffle Master, and I agree to assign,
and hereby assign all my right, title and interest in and to any such
inventions, discoveries, software, and writings to Shuffle Master. I agree to
keep complete records of such inventions, discoveries, software, and writings,
which records shall be and remain the sole property of Shuffle Master, and to
execute and deliver, either during or after my employment by Shuffle Master, any
documents as Shuffle Master shall deem necessary or desirable to obtain such
Letters Patent, Utility Models, Inventor's Certificates, Copyrights, Trademarks,
or other appropriate legal rights of the United States and foreign countries as
Shuffle Master may, at its sole discretion, elect and to vest title thereto in
Shuffle Master, its successors, assignees or nominees.
2. The word "inventions" as used herein shall include inventions,
discoveries, improvements, ideas, conceptions, developments and designs, whether
or not patentable, tested, reduced to practice, subject to copyright or other
rights or forms of protection, or relating to data processing communications,
computer software systems, programs and procedures.
3. I understand that all copyrightable work that I may create while
employed by Shuffle Master is a "work made for hire" and that Shuffle Master is
the owner of the copyright therein. I hereby assign all right, title, and
interest to the copyright therein to Shuffle Master.
4. I have no inventions, improvements, discoveries, software, or
writings useful to Shuffle Master or its subsidiaries or affiliates in the
normal course of business, which were conceived, made or written prior to the
commencement of my employment with Shuffle Master which I haven't already
transferred or licensed to Shuffle Master pursuant to certain asset sales
agreements between Shuffle Master and Well Suited LLC and me, and Shuffle Master
and Visual Communications Consultants, Inc. dba Advanced Gaming Concepts and me.
5. I will not publish or otherwise disclose, either during or after my
employment, any unpublished or proprietary or confidential information or secret
relating to Shuffle Master or its business or its operations or to Shuffle
Master products or services; nor will I publish or otherwise disclose
proprietary or confidential information of others to which I have had access or
obtained knowledge in the course of my employment. If I leave the employ of
Shuffle Master I will not, without its prior written consent, retain or take
with me any drawing, writing, or other record in any form or nature which
relates to any of the foregoing.
6. At the termination of my employment and, further, at the termination
of my covenant not to compete, I agree to fully and promptly disclose to Shuffle
Master all inventions which I may make, conceive, discover, develop or reduce to
practice, either solely or jointly with others, during my employment with
Shuffle Master and for a period of one year following my employment with Shuffle
Master. At the request of Shuffle Master, I agree to assign to Shuffle Master my
entire right, title and interest in and to such inventions and agree to execute
and deliver all documents as Shuffle Master shall deem necessary and desirable
to obtain Letters Patent, Utility Models, Inventor's Certificates, Copyrights or
other appropriate legal rights of the United States and foreign countries as
Shuffle Master may, in its sole discretion, elect and to vest title thereto in
Shuffle Master, its successors, assignees or nominees.
7. I understand that my employment creates a relationship of trust and
confidence between myself and Shuffle Master. In the performance of my job
duties, I understand that I may encounter information that is confidential to
Shuffle Master, or its customers. I agree to maintain in confidence all
information pertaining to
Shuffle Master's business to which I have access including, but not limited to,
information relating to Shuffle Master's products, inventions, trade secrets,
how-how, systems, formulas, processes, compositions, customer information and
lists, research projects, data processing and computer software techniques,
programs and systems, costs, sales volume or strategy, pricing, profitability,
plans, marketing strategy, expansion or acquisition or divestiture plans or
strategy, and information of similar nature received from others with whom
Shuffle Master does business, and I agree not to use, communicate or disclose or
authorize any other person to use, communicate or disclosure such information
orally, in writing, or by publication, either during my employment or
thereafter, except as expressly authorized in writing by Shuffle Master, unless
and until such information becomes generally known in the relevant trade to
which it relates without fault on my part, or as required by law.
8. I hereby acknowledge that I understand and acknowledge the necessity
of keeping sensitive information confidential. I understand violation of this
agreement may result in immediate dismissal.
9. During the term of my employment, I shall engage in no activity or
employment which may conflict with the interest of Shuffle Master and I shall
comply with all Policies and Procedures of Shuffle Master including, without
limiting the generality of the foregoing, all Policies and Procedures pertaining
to Ethics.
10. I have the right to enter into this Agreement, and I confirm the
accuracy of my representations and further confirm that I have no contractual or
other impediments to the performance of its obligations.
11. This Agreement shall be binding upon me and my heirs, executors,
administrators, and assigns and supersedes, upon coming into force under
applicable law, all prior agreements between me and Shuffle Master relating to
the subject matter of this Agreement, but shall not relieve me of any
obligations incurred under such prior agreements while in force. Shuffle Master
shall have the right to assign this agreement to any successor to the business
in which I am employed.
12. This Agreement shall be construed in accord with the laws of the
State of Nevada, and both parties hereby waive any conflict of laws or rules
which amy otherwise apply.
Employee's Name (Please print): ________________________________________________
Employee's Signature: ______________________________ Date: _____________________
Signature Witnessed by: ____________________________ Date: _____________________