ex10-6.htm


    Exhibit
10.6

     

    
      


      The below
Indefinite Term Employment Agreement between IGT Europe B.V. and Paulus Karskens
dated November 30, 1993 has not been amended or updated since such date. 
For more current compensation information on Mr. Karskens, refer to IGT's most
recent applicable filings, including the Summary of Named Executive Officer and
Director Compensation Arrangements exhibits filed with IGT’s periodic reports,
and IGT’s most recent proxy statement.

       

    

     

    
      INDEFINITE TERM EMPLOYMENT
AGREEMENT

       

       

      IGT
EUROPE B.V., hereinafter to be referred to as "Employer"
settled at Hoofddorp, according to clause 9 of the Articles of
Association represented by Mr. John J. Russel, Chief Executive Officer of
International Game Technology, the sole shareholder

       

      and

       

      Paulus Karskens, living at Vinkeveen, Meerkoetlaan 18,
herei­nafter to be referred to as "Employee"

       

      WHEREAS
International Game Technology being the sole sharehol­der of IGT Europe B.V.
resolved (by written consent in writing and without a meeting pursuant to
article 20 of the Articles of Association on October 13, 1993, that effective
November 15, 1993, Mr. Paulus Karskens is appointed Managing Director with IGT
Europe B.V.

       

      WHEREAS
the parties hereto wish to enter into an employment agreement on the terms and
conditions set out below:

       

      NOW THEREFORE THE PARTIES HAVE AGREED
AS FOLLOWS:

       

      Article 1 -
Appointment

       

      Employee
shall be employed by Employer as of November 15 1993 for an indefinite period of
time. Employee shall have the position of Managing Director, reporting to the
President of IGT International, or any other person as the shareholder may
decide.

       

      Article
2 - Probation period and termination

       

      The first
two months of this employment agreement are conside­red to be a probation
period. During this period, both employ­er and employee can terminate this
agreement without cause, effective immediately.

       

      Article
3 - Duties

       

      Employee
agrees to perform to the best of his abilities all duties which may reasonably
be assigned to him by or on behalf of Employer and which are connected with
Employer's business, and to follow thereby the directions which shall be given
from time to time by or on behalf of Employer.

      Employee
shall use all Employer's assets entrusted to him with the utmost
care.

       

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      Article 4 - Salary

       

      The
Employee's yearly gross salary shall be Dfl. 218,400.- per month payable in
equal parts and in arrears, less legal amount withheld.

       

      Article
5 - Holiday Pay

       

      The gross
annual salary as meant in article 4, includes holi­day pay of St. Holiday
pay includes holiday allowances in accordance with social security
legislation.

       

      Article
6 - Other Benefits

       

      
        	
                *

              	
                Employee
      will be eligible to participate in IGT's Management
      Bonus Program, the Cash Sharing Program and the Profit
      Sharing program. During the first year (beginning November 15, 1993,
      ending December 15, 1994) IGT will guarantee employee a minimum of Dfl.
      54,600.- gross from the Management Bonus Program. As of September 30, a
      year as meant in this clause will be from October through
      September

              


      

       

      
        	
                *

              	
                Employee
      will be eligible to participate in the IGT Stock Option Program. When
      Employee joins the Company, Employee will be granted an incentive stock
      option of 15.000 shares of IGT stock which will vest in portions of 3,000
      per year over five years, for the first time as per October 1, 1994. The
      price per share will be determined on employee's first day of
      employment.

              


      

       

      
        	
                *

              	
                Employee
      will be eligible to participate in Employer's pension fund in the
      Netherlands. Employer will pay both Employee's as Employer's premiums up
      to a maximum of Dfl. 18,000.- per annum. The premiums due, will be paid by
      Employer. Employer is allowed to pay these premiums by means of debiting
      Employee's Profit Sharing allowances to a maximum of Dfl. 18,000.- per
      annum. Employee herewith gives Employer or its representative unqualified
      permis­sion to do so.

              


      

       

      Article
7 - Holidays

       

      The
holiday year coincides with the calender year. Employee shall be entitled to 20
days of paid vacation per year. Em­ployee shall take these days in periods
of at least one day and at most 15 days. These days shall be taken at times
agreed upon by Employer and IGT International. A portion thereof must be taken
during a two week Christmas Holiday period as may be required by Employer/IGT
International. In the event these days have not been taken before 31 December,
Employer shall determine when these days will have to be taken.

       

      It is
agreed that employee will take a leave-of-absence on December
13, 1993 through January 16, 1994 without pay.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Article 8 - Reporting Illness/Medical
Appointments

       

      Employee shall
immediately - in any case before 10 a.m. -report illness. During his
illness Employee shall act in accordance with regulations issued by or on behalf
of Employ­er.

       

      Article
9 - Benefit Payments
during Illness

       

      In the
event Employee is unable to perform his duties as a result of illness or
disability, the provisions of the Sic­kness Insurance Act (Ziektewet), the
General Disablement Act (Algemene Arbeidsongeschiktheidswet) and Disablement
Insurance Act (Wet op de Arbeidsongeschiktheidsverzekering) are
applica­ble.

       

      Supplementary
Payments will be provided, for a limited period, by Employer up to the level of
one hundred per cent of the Employee's last earned net monthly salary, being one
twelfth of the net equivalent of the gross annual salary as meant in clause 4.
This period is determined as follows: four weeks per full year of employment are
supplemented up to the level of one hundred per cent of the net monthly salary
(exclusive emoluments and fixed and variable benefits).

      This
supplement shall not be paid for less than six weeks or more than fifty two
weeks.

       

      Employee
shall not be entitled to receive Supplementary Pay­ments if and to the
extend that Employee shall have a claim on a third party in connection with his
illness or disability to work. Notwithstanding the foregoing, Employer may, at
its sole discretion, nevertheless decide to make Supplementary Payments by way
of an advance on damages to be received by Employee from such third parties,
subject to assignment by Employee to Employer of all claims for such damages for
the amount of the advances made by Employer.

       

      Employer
shall be entitled to adjust aforementioned Supplemen­tary Payments in case
provisions with respect to social secu­rities are changed.

       

      Article
10 - Reimbursement of Expenses, Medical Insurance Plan and Other
Insurances

       

      
        
          	
                  10.1

                	
                  Employer
      shall reimburse Employee for all approved expensesreasonably incurred in
      connection with his duties under this agreement against presentation by
      Employee of the relevant receipts or
invoices.

                


        

      

       

      
        
          	
                  10.2

                	
                  Should
      Employer move offices in Hoofddorp to an area that increases the travel
      distance home (Woerden)/office to more then 25 km (measured over the
      shortest distance by road) and should employee decide to move, employer
      will reimburse employee Dfl. 18,000.- relocation
  expenses.

                


        

      

       

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  10.3

                	
                  Employee
      will be eligible to Employer's Medical Insurance Plan without any costs
      other than employee's "eigen risiko" as valid from time to time.
      Employer's medical insurance plan also provides for an insurance to partly
      cover loss of income caused by permanent disablement of
      Employee.

                


        

      

       

      Article
11 - Company
Car

       

      Employee
is provided by Employer with a company car of his own choice up to a maximum
lease amount of Dfl. 2,700.- per month. In the event of Employee's being non
active for whatever reason, explicitly including suspension and (announced)
dis­missal, Employee shall hand over the car put at his disposal, unless
Employer has agreed in writing that Employee may conti­nue to use the
car.

       

      Article
12 - Company Computing
Equipment etc.

       

      If and in
as far as Employee is provided with computer hardwa­re and/or software
and/or other company assets and/or goods, Employee shall sign the relevant
agreement drawn up by Employer. In the event of illness lasting for more than
one month or Employee's being non active for whatever reason, explicitly
including suspension and (announced) dismissal, Employee shall hand over
computing equipment etc. put at his disposal, unless Employer has agreed in
writing that Employee may continue to use this computing equipment
etc.

       

      Article
13 - Other
activities

       

      During
the term of this employment agreement Employee shall not be directly or
indirectly, engaged, concerned or intere­sted in, either financially or
otherwise, with or without any third party, in any kind of existing business or
undertaking or business or undertaking other than Employer or its
affilia­ted companies.

       

      Article
14 - Other
Obligations

       

      
        
          	
                  14.1

                	
                  During
      the term of this employment agreement Employee shall not directly or
      indirectly accept or stipulate any provision, compensation or renumeration
      of whatever kind from customers, suppliers or third parties without
      Em­ployer's explicit permission in
writing.

                


        

      

       

      
        
          	
                  14.2

                	
                  Employee
      shall not take up residence outside the Nether­lands without
      Employer's prior written
permission.

                


        

      

       

      
        
          	
                  14.3

                	
                  Employee
      undertakes that he shall not during his employ­ment agreement and
      thereafter, regardless of reason of termination of the employment,
      communicate or divulge to any person any confidential matter relating to
      the business affairs, processes or trade secrets of Employer's company or
      of any affiliated company, including but not limited
      to details of marketing strategies, financing, accounting policies and
      business contracts. Employee agrees that, in the event of termination of
      his employ­ment, regardless of the reason of such termination, he
      shall immediately return to Employer all documents, whether originals or
      copies, relating to Employee's position with
  Employer.

                


        

      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        
          	
                  14.4

                	
                  In
      his function as Managing Director, employee shall be accountable to the
      Shareholder. Employee has to fulfill all obligations imposed on him as
      Managing Director, by law and/or as meant in the Articles of
      Assocation.

                


        

      

       

      Article
15 - Penalty Clause and
Urgent Reasons

       

      Breach of
the stipulations made above in clause 13 and 14.1 to 14.3 will be punished by
a directly claimable fine of NLG
1,000.- to be paid
to Employer for each case and for each day that Employee is or continues to be
in breach of the penalty clause. Apart from this fine Employer is entitled to
full compensation.

       

      Any
breach of contract during the term of the employment agreement may establish
urgent reasons for forthwith dismissal or suspension. Breach of one or more
"Prohibited Conduct" stipulations laid down in the Employee Information Handbook
may also establish urgent reasons for forthwith dismissal or
suspension.

       

      Apart from above mentioned
sanctions Employer may deny Employee the right to each specific
benefit/facility/ allowance/compensation/emolument/bonus/ etc. in the event of
breach of contract.

       

      Employee
shall be held liable in the event of breach of or non compliance with above
mentioned stipulations.

       

      Article
16 - Incompatible
Activities

       

      Unless
prior written permission by Employer is granted, during his employment with
Employer, Employee shall not be engaged, concerned or interested in any business
or undertaking of any kind other than Employer's business.

       

      Article
17 - Employee Information
Handbook

       

      Employee undertakes to observe
the stipulations laid down in the Employee Information Handbook, a copy of which
has been made available to him and is understood to form part of this employment
agreement. Employer is entitled to amend or supple­ment this Handbook and
Employee declares to agree with any amendments or supplements in
advance.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      Article
18 - Copyright

       

      Employer
shall have a copyright to all eligible products construed by Employee during and
in relation with his employ­ment. The present employment agreement also
serves as a deed of conveyance of such rights to Employer, if necessary. If
necessary, however, Employee undertakes to convey such rights to Employer at
Employer's first request.

       

      Article
19 - Medical Check-up and Drug Testing

       

      This
employment agreement is entered into under the resolutive condition of a
possitive medical check-up and successful passing of the company's drug test.
The check-up and drug test will be administered at a mutually acceptable
location.

       

      Article
20 - Applicable Language
and Law

       

      The
English language is used for this agreement; in the event of any questions or
disputes with respect to this agreement the English language will prevail.
Employee declares to have a working knowledge of this language and to fully
understand the contents of this agreement.

      This
agreement will be governed by and shall be construed in accordance with the laws
of the Netherlands.


       

      IN
WITNESS WHEREOF this agreement was signed in twofold by the parties hereto at
_______ on Nov 30, 1993.

      


      
        	
                /s/ J.J. Russell

              	
                /s/ P. Karskens

              
	
                IGT
      Europe “B.V.

              	
                Mr.
      P. Karskens

              
	
                Represented
      by

              	 
      
	
                its
      sole shareholder

              	 
      
	
                International
      Game Technology

              	 
      
	
                represented
      by

              	 
      
	
                Mr.
      J.J.
      Russell

              	 
      


      

      
 

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