8-K

United States

Securities and Exchange Commission

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 9, 2008

SHUFFLE MASTER, INC.

(Exact name of registrant as specified in its charter)

Minnesota	0-20820	41-1448495
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)
1106 Palms Airport Drive Las Vegas, Nevada		89119-3720
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (702) 897-7150

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 9, 2008, Shuffle Master, Inc. (NASDAQ Global Select Market: SHFL) (either the “Company,” “we” or “our”), entered into an amendment to that certain employment agreement (the “Agreement”), dated as of January 9, 2006, with its Senior Vice President, Brooke Dunn (the “Amendment”).  The Amendment extends the term of the Agreement to October 31, 2008, unless otherwise terminated earlier in accordance with the provisions of the Agreement.  The Amendment is included herein as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

 (d) Exhibits

10.1First Amendment to Employment Agreement, by and between Shuffle Master, Inc. and Brooke Dunn.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SHUFFLE MASTER, INC.
(Registrant)
Date:	January 11, 2008
/s/ Mark L. Yoseloff
Mark L. Yoseloff
Chairman of the Board and Chief Executive Officer

3

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment (the “Amendment”), dated as of January 9th, 2008, is to that certain Employment Agreement (the “Employment Agreement”), dated as of January 9, 2006, between Shuffle Master, Inc. (“the Company”) and Brooke Dunn (“Employee”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the same meaning as in the Employment Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Employee hereby agree as follows:

1.The Term of the Employment Agreement is hereby extended from October 31, 2007 to October 31, 2008. Accordingly, all references to the “Term” in the Employment Agreement shall mean the period from November 1, 2005 through October 31, 2008.

2.Effective November 1, 2007, Employee shall be paid an annual base salary of two hundred fifty thousand dollars ($250,000), paid in the same intervals as other employees of the Company; and if employed through October 31, 2008, Employee will also be eligible to receive an executive bonus in accordance with the terms and conditions of the executive bonus program authorized by the Board for other senior management executives of the Company for fiscal year 2008, in a range of percentages, but with a target bonus of 50% of Employee’s base salary.

3.Paragraph 6(a)(iii) is hereby deleted in its entirety and the following shall be the new paragraph 6(a)(iii):

“Employee shall receive, during the first twenty-four (24) months from Employee’s termination, additional compensation for his covenant not to compete equal to the average of all of the annual bonuses which Employee has received over the immediate last five full fiscal years while working for the Company. The amount due under this paragraph 6(a)(iii) shall be paid in the same intervals as other Employees of the Company are then being paid their base salaries.”

4.A new paragraph 6(b)(iii) is hereby added as follows:

“in the event Employee on October 31, 2008, elects to retire or resign, but only if Employee has worked full-time and continuously through October 31, 2008, and irrespective of the Company offering Employee continued employment”

5.A new paragraph 6(b)(iv) is hereby added as follows:

“in the event that Employee’s role in the Corporate Product Group (“CPG”) materially changes, or there is a material change in the membership composition of the CPG.”

6.This Amendment is subject to approval by the Company’s Compensation Committee, and shall not be effective until and unless so approved.

7.Except as expressly amended hereby, the Employment Agreement, as amended hereby, is hereby confirmed and ratified by the parties as being and remaining in full force and effect, according to its terms and conditions, and without any further amendments or modifications.

EMPLOYER:		EMPLOYEE:
SHUFFLE MASTER, INC.
		/s/ Brooke Dunn
By:	/s/ Mark L. Yoseloff	BROOKE DUNN
Its:	CEO
Approved:
Compensation Committee
By:	/s/ Lou Castle
	Lou Castle, Chairman