Exhibit 10.2[Execution Copy]**EMPLOYMENT AGREEMENT**     **THIS EMPLOYMENT AGREEMENT dated as of May 8, 2006 (this “Agreement”)**, by and amongstLottomatica S.p.A., an Italian corporation (the “Company”), GTECH Corporation, a Delawarecorporation (“GTECH”), an indirect wholly-owned subsidiary of the Company, and DONALD R. SWEITZER(“Executive”).     **WHEREAS**, Executive is currently an executive officer employed by GTECH Holdings Corporation, aDelaware corporation and GTECH Corporation;     **WHEREAS**, pursuant to the terms of an Agreement and Plan of Merger, dated as of January 10,2006, the Company is acquiring 100% of the outstanding capital stock of GTECH Holdings Corporation,effective as of the Closing as such term is defined in such agreement (the “Merger”), and     **WHEREAS**, the Company desires GTECH to continue to employ Executive as an executive officer ofGTECH, and Executive agrees to continue to be employed by GTECH as an executive officer of GTECH,subject to the terms and conditions set forth below.     **NOW, THEREFORE**, in consideration of the premises and of the mutual covenants herein contained,the parties hereto, intending to be legally bound, hereby covenant and agree as follows:     **1. Definitions**. Capitalized terms used in this Agreement and not otherwise defined hereinshall have the following meanings:     **“Act”**means the Securities Exchange Act of 1934, as amended to date.     **“Affiliate”**shall mean any joint venture or other entity in which the Company or any of itssubsidiaries has an equity interest of at least 20%.     **“Annual Cash Compensation”**means the most recent annualized Base Salary paid or payable toExecutive plus the average Performance Bonus paid or payable to Executive by the Company or GTECHfor the three most recent completed fiscal years of employment. For the purposes of calculatingAnnual Cash Compensation, Base Salary shall include any elective salary reductions made byExecutive and contributed by the Company on Executive’s behalf to the Company’s retirement plans.     **“Board”**means the Board of Directors of GTECH.     **“Cause”**means any of the following: (i) any grossly negligent and/or willful failure by Executive tosubstantially perform his duties;  (ii) Executive’s engaging in serious misconduct which is injuriousto GTECH or its affiliates or breaching any of GTECH’s ethics and compliancepolicies (unless, in its sole discretion, the Board determines that the breach
 

 
   is immaterial, inadvertent and subject to cure under Section 8(b) hereofwithout harm to GTECH or its affiliates) as from time to time implemented byGTECH;  (iii) any material breach by Executive of the terms of Sections 10,11 or 14(a) hereof,  (iv) Executive’s having been convicted of, or pleading nolocontendere to, a crime that constitutes a felony or is a gaming orgambling-related offense; or  (v) Executive’s use of illegal drugs or abuse of other controlledsubstances or his habitual intoxication.     **“Change in Control”**means the happening of any of the following: (i) any “person,” including a “group” (as such terms are used inSections 13(d) and 14(d) of the Act, but excluding the Investor, the Company,any of its Affiliates, or any employee benefit plan of the Company or any ofits Affiliates) is or becomes the “beneficial owner” (as defined in Rule13(d)(3) under the Act), directly or indirectly, of securities of the Companyrepresenting (i) 30% or more of the combined voting power of the Company’s thenoutstanding securities and (ii) a greater percentage of the combined votingpower of the Company’s then outstanding securities than Investor;  (ii) the stockholders of the Company or GTECH shall approve adefinitive agreement (1) for the merger or other business combination of theCompany or GTECH with or into another corporation if (A) in the case of amerger or other business combination of the Company only, a majority of thedirectors of the surviving corporation were not directors of the Companyimmediately prior to the effective date of such merger or (B) the stockholdersof the Company or GTECH, as the case may be, immediately prior to the effectivedate of such merger, together with Investor, the Company and any of theirrespective affiliates, beneficially own, directly or indirectly, less than 50%of the combined voting power in the then outstanding securities in suchsurviving corporation; or (2) for the sale or other disposition of all orsubstantially all of the assets of the Company or GTECH to an entity, person orgroup of entities or persons that are not at least 50% beneficially owned,directly or indirectly, by the Company, GTECH and/or the Investor and/or any ofits affiliates; or  (iii) the purchase of 30% or more of the Shares pursuant to anytender or exchange offer made by any “person,” including a “group” (as suchterms are used in Sections 13(d) and 14(d) of the Act), other than theInvestor, the Company, any of its Affiliates, or any employee benefit plan ofthe Company or any of its Affiliates, unless Investor and its Affiliates
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   beneficially owna greater percentage of the combined voting power of theCompany’s then outstanding securities than such “person” or “group.”     **“Change of Control Date”**means the date on which a Change in Control occurs, provided howeverthat if a Change in Control occurs and if Executive’s employment with GTECH is terminated by GTECHprior to the date on which the Change in Control occurs, and if it is reasonably demonstrated byExecutive that such termination of employment (i) was at the request of a third party who has takensteps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connectionwith or in anticipation of a Change in Control, then the “Change of Control Date” shall mean thedate immediately prior to the date of such termination.     **“Code”**means the Internal Revenue Code of 1986, as amended.     **“Committee”**means the Remuneration Committee of the Board.     **“Disability”**means the inability (as determined by the Board in its sole discretion afteraffording Executive a reasonable opportunity to present his case) of Executive to render hisagreed-upon, full-time services to GTECH due to physical and/or mental infirmity.     **“Effective Date”**means the date on which the Merger is consummated.     **“Expiration Date”**means the latest date upon which stock options granted to Executive would beexercisable under its grant terms if Executive had remained employed with GTECH through such date.     **“Family”**means Executive’s spouse and dependant children.     **“Good Reason”**means any of the following events (subject to the notice and cure provisions ofSection 8(c) hereof): (iv) the assignment to Executive of duties and/or responsibilitiesthat are materially inconsistent with those associated with Executive’sposition as stated in Sections 4(a) and 4(b) hereof, excluding any interimrelieving of Executive’s duties pursuant to Section 8(b);  (v) The Company’s or GTECH’s failure to pay Executive any amountsotherwise vested and due hereunder or under any plan or policy of the Companyor GTECH; or  (vi) any material breach of this Agreement by GTECH or the Company.     **“Investor”**shall mean De Agostini, S.p.A. and its affiliates.     **“Performance Bonus”**means the actual amount of a performance bonus recommended by theCommittee and approved by the Board payable to Executive with respect to the relevant fiscal yearin accordance with Section 5(b) hereof.     **“Prorated Performance Bonus”**means the portion of the Performance Bonus, if any,
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that ispayable with respect to a fiscal year which becomes due after a termination of this Agreement underSections 5(c) or 9(b) hereof. The Prorated Performance Bonus will be calculated as follows: theCommittee shall (a) determine the Performance Bonus to which Executive would have been entitled,had Executive been employed for the entire fiscal year, in accordance with Section 5(b)(i) hereof;(b) divide that amount by 52 to produce a Weekly Amount; and (c) multiply the Weekly Amount by thenumber of weeks during the relevant fiscal year that Executive was employed by GTECH.     **“Retirement”**means Executive’s termination of his employment at or after the 2ndanniversary of the Effective Date.     **“Retirement Factor”**means the sum of Executive’s age and years of continuous full-timeemployment with GTECH or any affiliate, including Executive’s employment with GTECH or anyaffiliate prior to the Effective Date, at the time of Executive’s Retirement.     **“Securities Act”**means the Securities Act of 1933, as amended.     **“Senior Executives”**means such executives of GTECH as constitute, from time-to-time, the“executive officers” of GTECH.     **“Shares”**means ordinary shares of the Company.     **2. Employment of Executive**.     GTECH hereby agrees to continue to employ Executive, and Executive agrees to continue to beemployed by GTECH, to render services to GTECH and its subsidiaries, affiliates and divisions forthe period, at the rate of compensation and upon the other terms and conditions set forth in thisAgreement.     **3. Term**.     The term of Executive’s engagement hereunder shall commence on the Effective Date, and shallcontinue for a period of two (2) years, provided that the Term may be extended at Executive’soption for an additional year (for a maximum of three extension years) by providing written noticeto the Company and GTECH no later than sixty (60) days prior to the anniversary of the relevantEffective Date (the “Term”). The Term is subject to earlier termination as hereinafter provided inSection 8 hereof, and the compensation, benefits, etc., if any, payable upon termination shall beas set forth in Section 5(c) or 9 hereof.     **4. Position, Duties and Place of Employment**.          (a) Position and Duties. During the Term, Executive shall be retained and shall serve as theSenior Vice President, Public Affairs and Global Business Development of GTECH, and in furtheranceof his duties as described herein, Executive also agrees to serve, if elected, as a director and/orofficer of any subsidiary or affiliate of GTECH, including but not limited to GTECH.
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          (b) During the Term, Executive shall have the authority and power to perform such dutiesconsistent with his position as the Senior Vice President, Global Business Development & PublicAffairs of GTECH.          (c) Executive shall not be required without his consent to undertake responsibilities notcommensurate with his position. Executive shall comply fully and promptly with the variouspolicies, procedures and rules governing employees promulgated and/or as amended from time to timeby GTECH and any applicable subsidiary or affiliate of GTECH (including, without limitation,GTECH’s Regulations for the Management of Confidential Information and GTECH’s Internal RulesGoverning Intra-Group Transactions and Transactions with Other Related Parties) and with anyapplicable disclosure and other requirements of any governmental authority and of any other entitywith which GTECH, its subsidiaries and affiliates are doing or propose to do business. Except forillness, vacations, and holidays in accordance with then-current GTECH policy, and (subject to theapproval of the Chief Executive Officer of GTECH) reasonable leaves of absence, Executive shalldevote his full business time, attention, skill, undivided loyalty and best efforts to the faithfulperformance of his duties hereunder; provided, however, that Executive may, as long as suchactivities do not interfere with the performance of Executive’s responsibilities: (i) with theprior approval of the Chief Executive Officer of GTECH, serve (and retain any compensation withrespect to such service) on corporate, civic and charitable boards and committees and (ii) deliverlectures and fulfill speaking engagements.          (d) Principal Place of Employment. Executive’s principal place of employment shall be locatedwithin the State of Rhode Island. Notwithstanding the foregoing, Executive understands that he maybe required to spend substantial time in Italy during the Term.     **5. Compensation and Reimbursement of Expenses**          (a) Base Salary. For the services rendered by Executive in his capacity as the Senior VicePresident, Public Affairs and Global Business Development of GTECH during the Term, GTECH shall payor cause to be paid to Executive as compensation a salary at an annual rate of US $355,000, payablein equal installments not less frequently than monthly through GTECH’s standard payroll practices.Executive hereby expressly waives any and all of his rights to any further fees or payments for theoffices as a director and/or officer of GTECH’s subsidiaries and affiliates which may be held byhim during the Term, and agrees to confirm such waiver before the appropriate corporate bodies ofeach such company upon request of the Board.          (b) Performance Bonus.               (i) With respect to each fiscal year of GTECH during the Term, Executive shall be eligible toearn a Performance Bonus at the discretion of the Board or the Committee. The amount of thePerformance Bonus, if any, for a given fiscal year shall be determined by the Board or theCommittee in accordance with the performance metrics and business objectives included in GTECHannual bonus plan for Senior Executives, as approved annually in the discretion of the Board or theCommittee. Under the Plan, Executive’s performance will be measured against an established set oftargets for each fiscal year, and
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depending upon performance against those targets, Executive willbe eligible to receive a bonus in the range of 0% to 180% of Base Salary. The annual targetPerformance Bonus will be 90% of Base Salary.               (ii) Bonus payments for GTECH are normally made in April or May of each year for the precedingfiscal year ending in December, subject to the provisions of Section 409A of the Code.               (iii) Nothing contained in this Agreement constitutes a guarantee that the Board will awardExecutive a Performance Bonus for any given fiscal year.          (c) Change of Control.               (i) In the event Executive’s employment is terminated by GTECH for any reason other thanCause, or in the event Executive resigns for Good Reason within eighteen months after either (A)the effectiveness of the Merger or (B) the Change of Control Date, GTECH will pay Executive, asliquidated damages, a lump sum cash payment in lieu of the severance payments provided underSection 9(b) hereof, payable within ten (10) days of Executive’s termination, equal to two andninety-nine hundredths (2.99) times the sum of (A) Executive’s current annual Base Salary in effectat the date of termination (including in base salary for this purpose any elective salaryreductions made by Executive and contributed by GTECH on Executive’s behalf to GTECH’s retirementplan, any non-qualified plan, or a plan meeting the requirements of Section 125 of the Code), plus(B) the average Performance Bonus paid or payable to Executive from GTECH for the three (3) mostrecent full fiscal years of GTECH, plus (C) the maximum amount allowable under the GTECH ExecutivePerquisite Program or any substitute or replacement program adopted by GTECH during the most recentcalendar year of GTECH. In addition, GTECH shall pay Executive within 10 days after suchtermination (i) his Base Salary accrued through the date of such termination at the rate in effectimmediately prior to such date; (ii) any accrued but unpaid Performance Bonus under Section 5(b)hereof for the prior fiscal year; (iii) any Prorated Performance Bonus up to the date of suchtermination calculated by reference to Executive’s target Performance Bonus, as determined by theCommittee for the current fiscal year; and (iv) any other amounts to which Executive is entitledunder the terms of Sections 5 and 6 hereof up to the date of such termination. The payment of anyPerformance Bonus or Prorated Performance Bonus after such termination shall be made in cash,notwithstanding the provisions of Section 5(b)(i) hereof.               (ii) In the event of a termination described in Section 5(c)(i) above, Executive, togetherwith Executive’s dependents and beneficiaries, will become fully vested in and continue followingExecutive’s termination to participate fully in, at no additional cost to Executive, all lifeinsurance plans, accident and health plans and other welfare plans, maintained or sponsored byGTECH immediately prior to the termination, at the same level and subject to terms at least asfavorable to Executive as in effect immediately prior to termination (or the full value thereof incash) from GTECH, until the third anniversary of termination. Executive will also become fullyvested in all non-qualified retirement plans, and within thirty (30) days of Executive’stermination of employment, GTECH shall pay to Executive the sum of (i) all benefits accrued underthe any non-qualified plans and (ii) an amount equal to 2.99 times the average benefit accruedand/or Company or GTECH contributions made to the retirement plans
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and the non-qualified plans overthe last three fiscal years prior to termination. Additionally, to the extent Executive is notfully vested in all Company or GTECH qualified retirement plans, Executive shall receive a paymentequal to any unvested portion of such retirement plans. In addition, in the event of a Change inControl (other than the Merger) prior to the Executive’s termination of employment, any Shares notyet issued and transferred to Executive pursuant to Sections 6(c) or 6(d) hereof shall be promptlyissued and transferred to Executive whether or not he has satisfied the performance and employmentrequirements set forth therein and any and all Cash-Based Awards (as defined in Section 6(e)hereof) and stock options granted to Executive that have not yet become vested and exercisableshall become vested and exercisable.          (iii) Anything in this Agreement to the contrary notwithstanding and except as set forthbelow, in the event it shall be determined that any payment or distribution by the Company or GTECHto or for the benefit of Executive (whether paid or payable or distributed or distributablepursuant to the terms of this Agreement or otherwise (a “Payment”) would be subject to the excisetax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive withrespect to such excise tax (such excise tax, together with any such interest and penalties, arehereinafter collectively referred to as the “Excise-Tax”), whether in connection with the Merger orany Change in Control, then Executive shall be entitled to receive an additional payment (a“Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including anyinterest or penalties imposed with respect to such taxes), including, without limitation, anyincome taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposedupon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the ExciseTax imposed on the Payments. GTECH shall pay to Executive any Gross-Up Payments required as aresult of Excise Taxes payable by Executive arising from the Merger.          (iv) All determinations required to be made under this Section 5(c), including whether andwhen a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions tobe utilized in arriving at such determination, shall be made by such other nationally recognizedcertified public accounting firm as may be designated by Executive (the “Accounting Firm”) whichshall provide detailed supporting calculations both to GTECH and Executive within 15 business daysof the receipt of notice from Executive that there has been a Payment, or such earlier time as isrequested by GTECH. In the event that the Accounting Firm is serving as accountant or auditor forthe individual, entity or group effecting the Change in Control, Executive shall appoint anothernationally recognized accounting firm tomake the determinations required hereunder (which accounting firmshall then be referred to asthe Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solelyby GTECH. Any Gross-Up Payment, as determined pursuant to this Section 5(c), shall be paid by GTECHto Executive within five days of the receipt of the Accounting Firm’s determination. Subject to theremainder of this Section 5(c), any determination by the Accounting Firm shall be binding uponGTECH and Executive. As a result of the uncertainty in the application of Section 280G and Section4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it ispossible that Gross-Up Payments which will not have been made by GTECH should have been made(“Underpayment”), consistent with the calculations required to be made hereunder. In the event thatGTECH exhausts its remedies and Executive thereafter is required to make a payment of any ExciseTax, the Accounting Firm
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shall determine the amount of the Underpayment that has occurred and anysuch Underpayment shall be promptly paid by GTECH to or for the benefit of Executive (so as tofully extinguish Executive’s tax liability for the Payments including all interest and penalties).          (v) Executive shall notify GTECH in writing of any claim by the Internal Revenue Service that,if successful, would require the payment by GTECH of the Gross-Up Payment. Such notification shallbe given as soon as practicable but no later than ten business days after Executive is informed inwriting of such claim and shall apprise GTECH of the nature of such claim and the date on whichsuch claim is requested to be paid. Executive shall not pay such claim prior to the expiration ofthe 30-day period following the date on which Executive gives such notice to GTECH (or such shorterperiod ending on the date that any payment of taxes with respect to such claim is due). If GTECHnotifies Executive in writing prior to the expiration of such period that it desires to contestsuch claim, Executive shall:     (A) give GTECH any information reasonably requested by GTECH relatingto such claim,     (B) take such action in connection with contesting such claim as GTECHshall reasonably request in writing from time to time, including, withoutlimitation, accepting legal representation with respect to such claim by anattorney reasonably selected by GTECH,     (C) cooperate with GTECH in good faith in order effectively to contestsuch claim, and     (D) permit GTECH to participate in any proceedings relating to suchclaim;provided, however, that GTECH shall bear and pay directly all costs and expenses (includingadditional interest and penalties) incurred in connection with such contest and shall indemnify andhold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (includinginterest and penalties with respect thereto) imposed as a result of such representation and paymentof costs and expenses. Without limitation on the foregoing provisions of this Section 5(c), GTECHshall control all proceedings taken in connection with such contest and, at its sole option, maypursue or forgo any and all administrative appeals, proceedings, hearings and conferenceswith the taxing authority in respect of such claim and may, at its sole option, either directExecutive to pay the tax claimed and sue for a refund or contest the claim in any permissiblemanner, and Executive agrees to prosecute such contest to a determination before any administrativetribunal, in a court of initial jurisdiction and in one or more appellate courts, as GTECH shalldetermine; provided, however, that if GTECH directs Executive to pay such claim and sue for arefund, GTECH shall advance the amount of such payment to Executive, on an interest-free basis andshall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or incometax (including interest or penalties with respect thereto) imposed with respect to such advance orwith respect to any imputed income with respect to such advance; and further provided that anyextension of the statute of limitations relating to payment of taxes for the taxable year ofExecutive with respect to which such contested amount is claimed to be due is limited solely tosuch contested amount. Furthermore, GTECH’s control of
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the contest shall be limited to issues withrespect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled tosettle or contest, as the case may be, any other issue raised by the Internal Revenue Service orany other taxing authority.               (vi) If, after the receipt by Executive of an amount advanced by GTECH pursuant to Section5(c), Executive becomes entitled to receive any refund with respect to such claim, Executive shall(subject to GTECH’s complying with the requirements of Section 5(c)) promptly pay to GTECH theamount of such refund (together with any interest paid or credited thereon after taxes applicablethereto). If, after the receipt by Executive of an amount advanced by GTECH pursuant to Section5(c), a determination is made that Executive shall not be entitled to any refund with respect tosuch claim and GTECH does not notify Executive in writing of its intent to contest such denial ofrefund prior to the expiration of 30 days after such determination then such advance shall beforgiven and shall not be required to be repaid and the amount of such advance shall offset, to theextent thereof, the amount of Gross-Up Payment required to be paid.          (d) Reimbursement of Expenses. Consistent with GTECH’s established policies, GTECH shall payor reimburse Executive for all reasonable and necessary travel and other expenses of Executiveincurred by Executive in performing his duties hereunder upon receipt of appropriate writtensubstantiation of such expenses.          (e) Housing. If deemed necessary by the Chief Executive Officer of the Company for theperformance of Executive’s duties hereunder, the Company shall make available to Executive at nocost to Executive rental or other short-term housing near the Company’s Rome headquarters.     **6. Benefits**.          (a) Benefits. Except as otherwise expressly provided herein, Executive shall be entitled toreceive, during the Term, benefits substantially similar to the level of benefits providedgenerally to Senior Executives under any benefit plan, program or arrangement of GTECH in effect,subject to Executive’s meeting the eligibility requirements of such plans, programs orarrangements, and in the case of benefit plans, programs or arrangements providing fordiscretionary grants or awards, to the discretion of the Board or applicable committee.          (b) Stock Options. Executive shall receive the following stock options in accordance with thefollowing terms and conditions:               (i) Executive shall be eligible for consideration by the Committee for annual grants of stockoptions under the Company’s stock option or equity compensation plans existing on the date of thisAgreement or established hereafter (each being referred to as a “Long Term Incentive Plan”), in thesole discretion of the Committee.               (ii) All grants of stock options under this Agreement are subject to and conditioned upon theCompany obtaining all necessary shareholder approvals, if any, which the Company shall use allreasonable efforts to obtain.
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          (c) Grant of Shares. Not less than 35% of the calculated value of annual long term incentiveawards under a Long Term Incentive Plan shall be provided to Executive in the form of an award offully-vested Shares. The foregoing awards of fully-vested Shares will be subject to all the termsof the applicable Long Term Incentive Plan. It is intended that the foregoing awards of Shareswill be valued on the dates of grant of such awards, but will provide that such Shares will only beissued and transferred to the Executive upon the future achievement of certain target performancegoals to be determined by the Company consistent with its equity compensation policies for SeniorExecutives, and provided that the Executive is continuously employed by GTECH. Notwithstanding theforegoing, the Company may grant the foregoing Shares on such other basis as is consistent with itsShare grants to other Senior Executives of the Company.          (d) Initial Award of Stock Options and Shares. As a result of the Merger, all GTECH longterm incentives will have vested. Accordingly, GTECH will not have granted 2006 long-termincentive awards. In recognition thereof, and in replacement of such 2006 long-term incentiveawards, the Company shall award to Executive total long term compensation of US $1,125,000 asconsideration for the normal annual GTECH grant. The value of such award on the date of grant willbe split 65% stock options and 35% Shares (the “Performance Shares”) using traditional BlackScholes option pricing. Such award shall be made within sixty (60) days of the Effective Dateunder the terms of a Long Term Incentive Plan, provided that for purposes of meeting any applicablevesting requirements, the award shall be treated as made on the Effective Date. The foregoingaward of stock options will vest consistent with similar option grants of the Company to SeniorExecutives. It is intended that the foregoing award of Performance Shares will be valued on thedate of grant but will provide that such Performance Shares will, except as otherwise provided inSection 9(d), only be issued and transferred to the Executive upon the future achievement ofcertain target performance goals to be determined by the Company consistent with its equitycompensation policies for Senior Executives, and provided that the Executive is continuouslyemployed by GTECH for the specified performance period. Additionally, the Company will grant theExecutive (i) a retention equity award of 16,000 fully-vested Shares (the “Non-Performance Shares”)in two (2) annual installments to be issued and transferred in equal amounts to the Executive onthe first and second anniversaries of the Effective Date, and (ii) a retention equity award of8,000 fully-vested Shares for each additional year of employment, for a maximum of three (3)extension years, pursuant to Section 3 hereof, provided that the Executive will not, except asotherwise provided in Section 9(d), be entitled tothe issuance and transfer of such Shares on any such date unless the Executive is continuouslyemployed by GTECH up to and including each such date. Such award of Non-Performance Shares shallbe made within sixty (60) days of the Effective Date, provided that for purposes of meeting anyapplicable vesting requirements, the award shall be treated as made on the Effective Date.          (e) Cash-Based Awards. The Company reserves the right to substitute, in its discretion,awards payable in cash for the stock option and Share awards described in Sections 6(b), (c) and(d) above. Such cash awards (i) shall be in the form of stock appreciation rights (in the case ofstock option grants) or restricted share units (in the case of Share awards) of equal value as thestock options or Share awards they are being substituted for, (ii) shall have vesting schedules noless advantageous to Executive as the stock options or Share awards they are being
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substituted for,and (iii) shall provide for payment of such restricted share unit awards to Executive immediatelyupon vesting. Any award granted pursuant to this Section 6(e) shall hereinafter be referred to asa Cash-Based Award.          (f) Dividend Equivalent Awards. With respect to the award of Shares pursuant to Section 6(c)and (d) above, the Executive will be entitled to an award of additional Shares equal to the valueof any dividends or other distributions declared by the Company with respect to such Shares betweenthe effective date of the grants applicable to such Shares and the transfer of such Shares to theExecutive in accordance with the provisions of Sections 5(c), 6(c), 6(d), 9(c) and 9(d) hereof.All Shares issued pursuant to this Section 6(f) shall be (i) valued at the price per ordinary shareas of the close of business on the effective date of such dividend or distribution and (ii) willonly be issued and transferred to the Executive when and if the Shares for which the dividend ordistribution was made are issued and transferred to Executive pursuant to Sections 5(c), 6(c),6(d), 9(c) or 9(d) hereof.          (g) Certain Specific Benefits and Arrangements. Without limiting the generality of subsection(a) above (except as may otherwise be specified in Appendix A hereto), Executive shall be entitledto the specific benefits and arrangements set forth in Appendix A hereto.          (h) Indemnification. GTECH shall defend and hold Executive, to the extent Executive is adefendant, target or witness, harmless to the fullest extent permitted by applicable law and theorganizational documents of GTECH in connection with any claim, action, suit, investigation orproceeding arising out of or relating to performance by Executive of services for, or action ofExecutive as a director, officer or employee of GTECH or any parent, subsidiary or affiliate ofGTECH, or of any other person or enterprise at GTECH’s request. To the extent permitted by law andby the organizational documents of GTECH, expenses incurred by Executive in defending a claim,action, suit or investigation or criminal proceeding shall be paid by GTECH in advance of the finaldisposition thereof upon the receipt by GTECH of an undertaking by or on behalf of Executive torepay said amount unless it shall ultimately be determined that Executive is entitled to beindemnified hereunder. This Section 6(h) shall not apply to a non-derivative action commenced byGTECH against Executive.     **7. Benefits Payable During Term Upon Disability**.          (a) Disability Benefits. In the event of Disability of Executive during the Term of hisemployment hereunder, GTECH shall continue to pay Executive the compensation and extend to him thebenefits provided in Sections 5 and 6 hereof during the period of Disability, subject to Section9(e) hereof and to the extent permitted by applicable law, provided that in the event ofExecutive’s Disability for an aggregate period of time exceeding 150 calendar days in any 12consecutive month period during the Term, GTECH, at its election, may terminate the Term ofExecutive’s employment, and Executive shall receive the compensation as set forth in Sections 9(b)and 9(d) hereof.          (b) Services During Disability. During the Term, notwithstanding any Disability, Executiveshall, to the extent that he is physically and mentally able to do so, furnish information andassistance to GTECH, and, in addition, upon the reasonable request in writing of
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the ChiefExecutive Officer of GTECH, or a senior executive officer designated by the Chief Executive Officerof GTECH, from time to time, he shall make himself available to GTECH and its subsidiaries andaffiliates to undertake reasonable assignments consistent with his position and his physical andmental health.     **8. Termination of Employment**.          (a) Expiration and Earlier Termination. Executive’s Term of employment shall terminate uponexpiration of the Term (which shall include any extensions under Section 3) and shall be subject toearlier termination:               (i) upon the death of Executive;               (ii) at the election of GTECH in the event ofExecutive’s Disability (as provided in Section 7(a) hereof);               (iii) upon discharge of Executive by GTECH forCause;               (iv) upon discharge of Executive without Cause orupon resignation of Executive with or without Good Reason; and               (v) upon the Retirement of Executive.          (b) Certain Obligations of GTECH. GTECH shall give Executive not less than 60 days’ priorwritten notice of any intended termination of Executive’s employment by GTECH for Cause (other thanfor the reasons set forth in clauses (ii) and (iv) of the definition of Cause in Section 1 hereof).In the event of such a proposed termination for Cause, such notice shall specify the grounds forsuch termination, and GTECH shall only be entitled to terminate Executive for such Cause ifExecutive shall have failed to cure the grounds for such termination within said 60-day noticeperiod and Executive shall have been afforded an opportunity to address the Board , with legalcounsel, to argue against such termination. However, after giving such notice and before Executiveis afforded the opportunity to address the Board, GTECH may relieve Executive of his duties on aninterim basis. GTECH may immediately terminate Executive’s employment by written notice in theevent of the occurrence of any of the events set forth in clauses (ii) and (iv)of the definition of Cause in Section 1 hereof. In addition, GTECH may immediately terminateExecutive’s employment without Cause by written notice to Executive.          (c) Certain Obligations of Executive. Executive shall give GTECH not less than 60 days’prior written notice of any intended termination by Executive of Executive’s employment, includingRetirement. In the event of a proposed resignation for Good Reason, such notice shall specify thegrounds for such resignation, and Executive shall only be entitled to terminate his employment forGood Reason if GTECH shall have failed to correct the specified grounds within said 60-day noticeperiod and, upon cure thereof by GTECH, such event shall no longer constitute Good Reason.Executive shall not be entitled to terminate for Good Reason unless he has given notice to GTECH ofhis intention to so terminate within 60 days following the occurrence of the event alleged toconstitute such Good Reason. In the event of Retirement,
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Executive must have completed two yearsof continuous service from and after the Effective Date. Notwithstanding the foregoing, in theevent that Executive has given GTECH notice of his intention to resign or retire, the Board mayelect to have such resignation or Retirement become effective immediately or at such other date,not later than the effective date specified in the notice, as the Board may determine.          (d) Resignation. Upon termination of the Term for any reason, Executive (unless otherwiserequested by a majority of the independent directors of the Board) concurrently shall resign anydirectorships and officer or employee positions which he holds with GTECH, its subsidiaries andaffiliates.     **9. Compensation, Benefits, etc. Upon, and Effects of, Termination**.          (a) Discharge for Cause and Resignation for Other than Good Reason. If the Term of Executive’semployment is terminated by reason of his discharge for Cause or resignation for other than GoodReason or Retirement, GTECH shall pay or cause to be paid to Executive or his estate, as the casemay be, at the time such payment is due (i) his Base Salary accrued through the effective date ofsuch termination at the rate in effect immediately prior to such termination; (ii) any accrued butunpaid Performance Bonus under Section 5(b) hereof for the prior fiscal year (to be paid at thesame time Senior Executives receive performance bonuses for that fiscal year as set forth inSection 5(b)(i) hereof); and (iii) any other amounts to which Executive is entitled under the termsof Sections 5 and 6 hereof up to the effective date of such termination. In the event of suchtermination of employment for Cause or resignation for other than Good Reason or Retirement underthis Section 9(a), all unvested stock options and any rights to any Shares awarded but not yetissued and transferred pursuant to Section 6(c) or (d) hereof, as they are scheduled to vest or beissued and transferred in accordance with the applicable Share award and stock option agreements,shall be forfeited by Executive and any vested stock options shall remain exercisable for a periodof three (3) months after termination.          (b) Disability, Death, Discharge Without Cause and Resignation for Good Reason. If the Term ofExecutive’s employment is terminated by GTECH by reason of his Disability as provided in Section7(a) hereof, by reason of his death, by GTECH without Cause or by reason of Executive’s resignationfor Good Reason, GTECH shall pay to Executive or his estate, as the case may be, the following: (i)his Base Salary accrued through the effective date ofsuch termination at the rate in effect immediately prior to such termination; (ii) an amountequal to eighteen (18) months of Annual Cash Compensation; (iii) any accrued but unpaid PerformanceBonus under Section 5(b) hereof for the prior fiscal year; (iv) a Prorated Performance Bonus, ifany, payable with respect to the fiscal year of termination; and (v) any other amounts to whichExecutive is entitled under the terms of Sections 5 and 6 hereof up to the effective date of suchtermination. The payments required under this Section 9(b) shall be made by GTECH after suchtermination as follows: the Base Salary component of Annual Cash Compensation shall be paid inequal bi-weekly installments over eighteen (18) months, the Performance Bonus component of AnnualCash Compensation shall be paid within 14 days, and the Prorated Performance Bonus, if any, payablewith respect to the fiscal year of termination shall be paid at the same time Senior Executives arepaid performance bonuses for the respective fiscal year. Any such Prorated Performance Bonus shallbe paid in cash, notwithstanding the
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provisions of Section 5(b)(i) hereof. In the event ofExecutive’s death, Executive’s estate shall have 18 months from the date of Executive’s death toexercise all vested stock options then held by Executive (or their Expiration Dates, if sooner). Inthe event this Agreement is terminated in accordance with this Section 9(b), Executive shall alsobe entitled to the benefits set out in Section 9(d) hereof.          (c) Retirement. If this Agreement is terminated as a result of Executive’s Retirement, anyvested stock options then held by Executive shall remain exercisable after Retirement until theirrespective Expiration Dates. If this Agreement is terminated as a result of Executive’sRetirement, Executive and his Family shall continue to be covered under or entitled to any and allmedical insurance or other medical benefits that the Executive was covered under or entitled to atthe time of such retirement (or provided substantially equivalent benefits or coverage) at noadditional expense for a period of 5 years from such retirement (subject to the limitation thatsuch benefits will cease in any event at the end of the month of the Executive’s 72ndbirthday). If Executive retires from GTECH and his Retirement Factor is 65, 50% of any PerformanceShares and Non-Performance Shares awarded but not yet issued and transferred to Executive on thedate of his Retirement pursuant to Sections 5(c), 6(c) or 6(d) hereof (including suchNon-Performance Shares issued in connection with Executive’s third, fourth and fifth years ofemployment, whether or not employment occurs during any of those years (collectively, the “UnvestedShares”) will be promptly issued and transferred to Executive whether or not the Executive hassatisfied any performance or employment requirements set forth in Sections 6(c) or 6(d) hereof andthe Executive’s right to 50% of the Unvested Shares awarded but not yet issued and transferred toExecutive will expire as of the effective date of Retirement. If this Agreement is terminated as aresult of Executive’s Retirement upon achieving a Retirement Factor of 75, (i) Executive and hisFamily shall continue to be covered under or entitled to any and all medical insurance or othermedical benefits that the Executive was covered under or entitled to at the time of such retirement(or provided substantially equivalent benefits or coverage) at no additional expense for a periodof 10 years from such retirement (subject to the limitation that such benefits will cease in anyevent at the end of the month of the Executive’s 72nd birthday) and (ii) 100% of anyUnvested Shares awarded but not yet issued and transferred to Executive on the date of hisretirement pursuant to Sections 5(c), 6(c) or 6(d) hereof will be promptly issued and transferredto Executive whether or not the Executive has satisfied any performance or employment requirementsset forth in Sections 6(c) or 6(d) hereof. Retirement with a Retirement Factor between 65 and 75will result in (i) a six-month increase in the period of continued medicalcoverage for each 1 Retirement Factor point increase (subject to the limitation that suchbenefits will cease at the end of the month of the Executive’s 72nd birthday) and (ii) a5% increase in the number of Unvested Shares to be issued and transferred for each 1 RetirementFactor point increase (e.g., a Retirement Factor of 67 will result in continued medical coveragefor a period of 6 years (subject to the limitation that such benefits will cease at the end of themonth of the Executive’s 72nd birthday) and 60% of any Shares awarded but not yet issuedand transferred to Executive to be promptly issued and transferred to Executive).          (d) Effect of Termination Under Section 9(b). In the event this Agreement is terminated inaccordance with Section 9(b) hereof, GTECH shall continue, for a period of eighteen (18) monthsfollowing such termination, the benefits described in Sections 2, 4 and 6 of Appendix A, and shallcontinue the medical benefits described in Section 3 of Appendix A for
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the remainder of the Term,as if the Agreement had not been terminated, and shall continue such medical coverage for anadditional period after the expiration of the Term until Executive’s 72nd birthday (the“Continued Medical Benefits”). Notwithstanding the foregoing, in the event of a termination onaccount of death or Disability, Executive and his Family shall continue to be covered under orentitled to any and all medical insurance or other medical benefits that the Executive was coveredunder or entitled to at the time of the Executive’s termination on account of death or Disability(or provided substantially equivalent benefits of coverage) at no additional expense for a periodof ten years from the Executive’s termination on account of death or Disability (subject to thelimitation that such benefits will cease in any event at the end of the month of the Executive’s72nd birthday). In addition, in the event that this Agreement is terminated inaccordance with Section 9(b) hereof, (i) Executive shall become fully vested in all non-qualifiedretirement plans, and in all benefits accrued under all other employee benefit plan (other thanqualified retirement plans), (ii) any Unvested Shares awarded but not yet issued and transferred toExecutive pursuant to Sections 5(c), 6(c) or 6(d) hereof on the date of his termination ofemployment shall be promptly issued and transferred to Executive irrespective of satisfaction ofany performance or employment requirements set forth in Sections 6(c) or 6(d) hereof, (iii) anyCash-Based Awards issued in substitution of awards of Unvested Shares that have not vested as ofhis date of termination of employment will become fully vested, and (iv) Executive shall haveeighteen (18) months from the date of the termination of his employment (or until their ExpirationDates, if sooner) to exercise any vested stock options then held by Executive. Additionally, tothe extent Executive is not fully vested in all Company or GTECH qualified retirement plans,Executive shall receive a payment equal to any unvested portion of such retirement plans.Executive also shall be entitled, to the extent not inconsistent with this Agreement, to receivesuch additional benefits, if any, as he may be entitled to under the express terms of theapplicable benefit plans (other than bonus and severance plans) of GTECH, its subsidiaries andaffiliates, and to whatever medical coverage, if any, as is required to be provided by applicablelaw.          (e) Reductions, Forfeitures, etc. Notwithstanding the foregoing: (i) any payments or benefitsrequired to be paid or provided to Executive pursuant to Section 7(a) in the event of Executive’sDisability shall be reduced to the extent that comparable payments or benefits are received byExecutive during such period under GTECH’s disability plan, as in effect from time to time, (ii)without limiting any other rights GTECH may have, any payments or benefits required to be paid orprovided to Executive under this Agreement shall be forfeited toGTECH by Executive if Executive shall breach any of his obligations under Sections 10(b) or 11hereof, except as may otherwise be required by applicable law, and (iii) except as otherwiseprovided above, the payments and benefits required by this Section 9 shall be made or provided atsuch times as they would have been paid or provided if Executive’s employment had not beenterminated.          (f) Full Settlement. In the event of the termination of Executive’s employment, the paymentsand other benefits provided for by this Agreement (and as otherwise provided under the expressterms of any compensation or benefit plans of GTECH, its subsidiaries or affiliates, to the extentnot inconsistent with this Agreement, or as may otherwise be required by applicable law) shallconstitute the entire obligation of GTECH, its subsidiaries and affiliates to Executive forcompensation and benefits and shall also constitute full and
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complete settlement of any claim underlaw or in equity that Executive might otherwise assert against GTECH, its subsidiaries oraffiliates, for compensation and benefits. Executive has no duty to mitigate respecting otheremployment after the termination of this Agreement and shall be entitled to receive the amountsdescribed in this Section 9 irrespective of whether Executive obtains other employment immediatelyfollowing such termination. The benefits payable to Executive under this Section 9 shall be paidnotwithstanding that Executive may be rendering consulting services to GTECH following expirationof the Term as provided in Section 18 hereof.          (g) Release. The receipt of the benefits described in Section 5(c) or Section 9 hereof shallbe conditioned upon the execution and non-revocation by Executive of GTECH’s standard generalrelease of claims and covenant not to sue for Senior Executives located in the United States.     **10. Certain Obligations of Executive**.     Executive further covenants for the benefit of GTECH as follows and expressly agrees that theprovisions of Sections 10 and 11 are material obligations to GTECH and the breach of thoseprovisions will constitute material breaches of this Agreement. As used in Sections 10 and 11, theterm “GTECH” shall include Lottomatica S.p.A., GTECH Holdings Corporation, GTECH Corporation andtheir subsidiaries and affiliates.          (a) Assistance in Litigation. During the Term, and for a period of three years thereaftersubject to reasonable accommodation of Executive’s then business schedule, Executive, uponreasonable notice, shall furnish such information and proper assistance to GTECH as may reasonablybe required in connection with any litigation in which GTECH is, or may become, a party or inconnection with any investigation or review by any governmental agency to which GTECH is, or maybecome, a subject. GTECH shall compensate Executive at a reasonable hourly rate, plus reimburse allexpenses incurred consistent with GTECH policy, for any such assistance provided by Executive afterthe Term.          (b) Confidential Information. Executive shall not knowingly use for his own benefit ordisclose or reveal to any person, during or after the Term, any trade secret or other confidentialinformation relating to GTECH, including any customer lists, customer needs, price and performanceinformation, processes, specifications, hardware, software, firmware, programs,devices, supply sources and characteristics, business opportunities, marketing, promotional,pricing and financing techniques, and other information relating to GTECH; provided that suchrestriction on confidential information shall not apply to information which is (i) proven to begenerally available in the industry, (ii) disclosed in published literature, or (iii) obtained byExecutive after the Term from a third party without binder of secrecy. Executive agrees that,except as otherwise agreed by GTECH, he will return to GTECH, promptly upon the request of theChief Executive Officer of GTECH or any senior executive officer designated by the Chief ExecutiveOfficer of GTECH, any physical embodiment of such confidential information. In the event Executiveis requested by any legal process to disclose Confidential Information, Executive shall immediatelyinform GTECH and shall permit GTECH an opportunity to oppose such process, it being understood thatExecutive’s compliance with legal process, after
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GTECH’s reasonable opportunity to oppose suchprocess, does not constitute a violation of this Section 10(b).          (c) Proprietary Creations. All rights, title and interest in and to any ideas, inventions,technology, processes, know-how, works, hardware, software, firmware, programs, devices, tradesecrets, trade names, trademarks or service marks, which Executive may conceive, create, organize,prepare or produce during the period of his employment with GTECH and which relate to the businessof GTECH, and all rights, title and interest in and to any patents, patent applications, copyrightregistrations and copyright applications resulting therefrom, shall be owned by GTECH, andExecutive agrees to execute instruments or documents, to provide evidence and testimony, and tootherwise assist GTECH in establishing, enforcing and maintaining such rights, title and interestof GTECH during and after the Term.          (d) Authorization. Executive does hereby irrevocably constitute, authorize, empower andappoint GTECH, or any of its officers, such Executive’s true and lawful attorney (with full powerof substitution and delegation) in Executive’s name, and in Executive’s place and stead, or inGTECH’s name, to take and do such action, and to make, sign, execute, acknowledge and deliver anyand all instruments or documents which GTECH, from time to time, may deem desirable or necessary tovest in GTECH, its successors and assigns, any of the rights, title or interest granted pursuant toSection 10(c) above for the use and benefit of GTECH, its successors and assigns.     **11. Non-Competition**.          (a) During the Term and for eighteen (18) months following termination of Executive’semployment (irrespective of the reason for such termination), Executive shall not engage or proposeto engage, directly or indirectly (which includes owning, managing, operating, controlling, beingemployed by, acting as a consultant to, giving financial assistance to, participating in or beingconnected in any material way with any business or person so engaged) in any Company Businessanywhere in the world, including without limitation in any business which competes or proposes tocompete with any Company Business anywhere in the world; provided, that Executive’s ownership as apassive investor of less than one percent of the issued and outstanding stock or equity, or$100,000 principal amount of any debt securities, of any corporation, partnership or other entityso engaged shall not by itself be deemed to constitute such engagement by Executive. As usedherein, the term “Company Business” shall mean (i) the manufacturing, distribution, and sale oflottery or gaming machines or (ii) any other business engaged in by GTECH or any of itssubsidiaries or affiliates, including the Company, during the Term, provided, that such term shallnot include any business that is (a) principally engaged in the provision of non-gaming ornon-gaming-related transaction processing services or (b) engaged in the business of non-gaming ornon-gaming-related transaction processing services and not principally engaged in any businesscompetitive with any other business described in clauses (i) or (ii) above.          (b) Further, for a period of eighteen (18) months following termination of Executive’semployment (irrespective of the reason for such termination), Executive shall not (i) disturb orinterfere with any business relationship between GTECH and any of its customers, suppliers or otherbusiness associates, or (ii) solicit or cause to be solicited any officer, employee
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or customer ofGTECH to terminate such person’s relationship with GTECH or to take other action which ismaterially injurious to GTECH.     **12. Tax Withholding**.     GTECH may withhold from any benefits payable under this agreement all Federal, State, City, orother taxes as shall be required pursuant to any law or governmental regulations or ruling.     **13. Effect of Prior Agreements**.     This Agreement, including the Appendices hereto, contains the entire understanding between theparties hereto or between Executive and GTECH, with respect, to the matters covered herein andsupersedes any prior agreement, condition, practice, custom, usage and obligation with respect tosuch matters insofar as any such prior agreement, condition, practice, custom, usage or obligationmight have given rise to any enforceable right. Without limiting the generality of the foregoing,each of the offer letters between GTECH and Executive, the Severance Agreement dated as of May 27,1998, the Change of Control Agreement dated as of October 13, 1998 and the Restrictive Agreementdated as of May 26, 1998 (collectively, the “Prior Agreements”) is superseded in its entirety bythis Agreement from and after the Effective Date.     **14. General Provisions**.          (a) Certain Representations and Warranties of Executive. Executive represents to GTECH that(i) the execution and performance of this Agreement by Executive and his employment hereunder doesnot and will not constitute a breach of or violate any contract, agreement, obligation orunderstanding, oral or written, or order of any court or governmental authority to which he is aparty or by which he is bound; (ii) the employment and other personal background informationprovided by Executive to GTECH is true and correct in all material respects; (iii) to the best ofExecutive’s knowledge, there is no factor relating to him or his Family not previously disclosed inwriting to GTECH which could reasonably be expected, if he were a senior executive officer ordirector of GTECH, to disqualify GTECH or its subsidiaries or affiliates from, or materiallyjeopardize their chances of, obtaining lottery contracts or other contracts in, or any licenses orgovernmental permits for, the businesses in which they are engaged or propose to engage; and (iv)Executive has been represented by counsel selected by Executive or has had adequate opportunity toselect such counsel, in connection with the execution and delivery of this Agreement.          (b) Representations and Agreements. Executive represents and agrees that: (a) (i) the offerand sale of Shares and stock options therefor pursuant hereto have not been and will not beregistered under the Securities Act, and it is the intention of the parties hereto that the offerand sale of such securities be exempt from registration under the Securities Act and the rules andregulations promulgated thereunder; (ii) the reliance of the Company on such exemption ispredicated upon such Executive’s representations and agreements set forth herein; (iii) the Sharesand stock options therefor (and any part thereof or participation or interest therein) beingacquired pursuant hereto cannot be sold, transferred, assigned, exchanged,
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pledged, encumbered orotherwise disposed of (including, without limitation, in connection with any hedging activities)unless they are registered under the Securities Act or an exemption from registration (includingRegulation S under the Securities Act) is available, and the Company has no obligation to soregister any such Shares or stock options; (iv) the purchase of Shares and stock options thereforpursuant hereto does not entitle Executive to participate in any other equity program of theCompany, whether now existing or hereafter established; (v) Executive is not purchasing Shares orstock options therefor as a result of any general solicitation or general advertising; and (vi) theCompany is relying on the representations and agreements contained herein in engaging in the offerand sale of the Shares and stock options therefor, would not engage in such transactions in theabsence of the representations and agreements contained herein and any obligation of the Companyherein to offer or sell Shares or stock options therefor is conditioned upon the accuracy of suchrepresentations; (b) Executive is acquiring the Shares and stock options therefor being acquiredpursuant hereto for investment for Executive’s own account and not with a view to the distributionthereof, and Executive does not have any contract, undertaking, agreement or arrangement with anyperson to sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of (including,without limitation, in connection with any hedging activities) any of the Shares or stock optionstherefor (or any part thereof or participation or interest therein) to such person or to any thirdperson; (c) Executive will not directly or indirectly, sell, transfer, assign, exchange, pledge,encumber or otherwise dispose of (including, without limitation, in connection with any hedgingactivities) any Shares or stock options therefor (or any part thereof or participation or interesttherein) being acquired pursuant hereto except in accordance with thisAgreement and applicable law and Executive will not effect any sale, transfer, assignment,exchange, pledge, encumbrance or disposition of any Shares other than on the Milan Stock Exchangeor in compliance with any applicable exemption available under the Securities Act; (d) Executivehas, or Executive together with Executive’s advisers, if any, have, such knowledge and experiencein financial and business matters that Executive is, or Executive together with Executive’sadvisers, if any, are, and will be capable of evaluating the merits and risks relating toExecutive’s purchase of Shares and stock options therefor pursuant hereto; (e) Executive has beengiven the opportunity to obtain information and documents relating to the Company and to askquestions of and receive answers from representatives of the Company concerning the Company andExecutive’s investment in the Shares and stock options therefor; (f) Executive’s decision to investin the Company has been based upon independent investigations made by Executive and Executive’sadvisers, if any; (g) Executive is able to bear the economic risk of a total loss of Executive’sinvestment in the Company; (h) Executive has adequate means of providing for Executive’s currentneeds and foreseeable personal contingencies and has no need for Executive’s investment in theShares or stock options therefor to be liquid; (i) Executive is an “accredited investor” within themeaning of either Rule 501(a)(5) or (a)(6) promulgated under the Securities Act; (j) this Agreementhas been duly executed and delivered by Executive, and constitutes a legal, valid and bindingobligation of Executive, enforceable in accordance with its terms, subject to limitations inbankruptcy and to other equitable limitations; and (k) Executive will promptly advise the Companyif any of the foregoing representations cease to be true during the term hereof. The Companyagrees that the offer and sale of Shares by Executive on the Milan Stock Exchange shall beconsidered an “offshore transaction” for purposes of Rule 904(a)(1) promulgated under theSecurities Act (as such rule is in effect as of the date hereof).
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          (c) Non-Assignability and Inurement. Neither this Agreement nor any rights or interesthereunder shall be assignable by Executive, his beneficiaries, or legal representatives withoutGTECH’s prior written consent (it being understood that all payments to which Executive is entitledhereunder shall inure to the benefit of his estate or legal heirs).          (d) Binding Agreement. This Agreement shall be binding upon, and accrue to the benefit of,Executive, GTECH and the Company and their respective heirs, executors, administrators, successorsand permitted assigns, including, in the case of GTECH or the Company, any person or entityacquiring all or substantially all of GTECH’s or the Company’s assets.          (e) Amendment of Agreement. This Agreement may not be modified or amended except by aninstrument in writing signed by the parties hereto.          (f) Remedies. Executive acknowledges and agrees that the possible restrictions on hisactivities which may occur as a result of his performance of his obligations under Sections 10 and11 hereof are required for the reasonable protection of GTECH, its subsidiaries and affiliates, andExecutive expressly acknowledges and agrees that such restrictions are fair and reasonable for thatpurpose. Executive further expressly acknowledges and agrees that damages alone will be aninadequate remedy for any breach or violation by him of this Agreement and that GTECH, itssubsidiaries and affiliates, in addition to all other remedies at law or in equity, shall beentitled as a matter of right to injunctive relief, including specificperformance, with respect to any such breach or violation, in any state or federal court inRhode Island, which courts shall have exclusive jurisdiction with respect to any such action. Ifany of the provisions of such Sections are held to be in any respect an unreasonable or unlawfulrestriction upon Executive, then they shall be deemed to extend only over the maximum period oftime, geographic area, and/or range of activities as to which they may be enforceable.          (g) Waiver. No term or condition of this Agreement shall be deemed to have been waived, norshall there be any estoppel against the enforcement of any provision of this Agreement, except bywritten instrument of the party charged with such waiver or estoppel.          (h) Severability. If, for any reason, any provision of this Agreement is held invalid, suchinvalidity shall not affect any other provision of this Agreement not so held invalid, and eachsuch other provision shall to the full extent consistent with law continue in full force andeffect.          (i) Notices. For the purposes of this Agreement, notice and all other communications providedfor in this Agreement shall be in writing and shall be deemed to have been duly given when handdelivered or mailed by United States certified or registered express mail, return receiptrequested, postage prepaid, if to Executive, addressed to the address set forth on the signaturepage of this Agreement, if to GTECH or to the Company, addressed to Lottomatica S.p.A., Viale delCampo Boario n.56/D, 00153 Rome, Italy and directed to the attention of the Chief Executive Officerof the Company, or to such other address as either party may have furnished to the others inwriting in accordance herewith, except that notice of change of address shall be effective onlyupon receipt.
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          (j) Counterparts. This Agreement may be executed by facsimile and in several counterparts,each of which shall be deemed to be an original but all of which together will constitute one andthe same instrument.          (k) Indulgences, Etc. Neither the failure nor any delay on the part of either party toexercise any right, remedy, power or privilege under this Agreement shall operate as a waiverthereof, nor shall any single or partial exercise of any right, remedy, power or privilege precludeany other or further exercise of the same or of any other right, remedy, power or privilege, norshall any waiver of any right, remedy, power or privilege with respect to any occurrence beconstrued as a waiver of such right, remedy, power or privilege with respect to any otheroccurrence.          (l) Headings. The headings of Sections and paragraphs herein are included solely forconvenience of reference and shall not control the meaning or interpretation of any of theprovisions of this Agreement.          (m) Governing Law; Forum. This Agreement shall be governed by and construed in accordancewith the laws of the State of Rhode Island, regardless of the laws that might otherwise governunder applicable principles of conflicts of laws thereof. In the event of any dispute hereunder,the prevailing party shall be entitled to recover all costs, including reasonable attorneys’ fees,incurred in adjudicating such dispute. The parties submit to the soleand exclusive jurisdiction and venue of the state and federal courts located in Rhode Islandand waive any and all objections to such jurisdiction or venue.          (n) Joint and Several Liability. Notwithstanding any other provision of this Agreement, eachof the Company and GTECH, and their successors and assigns, shall be jointly and severally liablefor all obligations of any of them to Executive hereunder. In the event that a substantial portionof the assets of the Company or GTECH are transferred to any other direct or indirect subsidiary orother affiliate of the Company or GTECH, whether in one transaction or a series of transactions,the Company or GTECH, as applicable, shall cause (prior to or concurrently with each transfer) thetransferee to become a signatory to this Agreement and to become jointly and severally liable forall obligations or any of them to Executive hereunder.          (o) Conflicts. To the extent there is any conflict between the terms of this Agreement and(i) any stock option agreement or Share award agreement respecting acceleration, vesting orexercisability of stock options or Shares during Executive’s employment or thereafter or (ii) anyother agreement, plan or document to which Executive and GTECH are parties or that governs anybenefits received by Executive, the provisions of this Agreement or those such agreements, plans ordocuments that are more beneficial to Executive shall prevail and supersede any conflictingprovisions.          (p) References to Plans. Any reference in this Agreement to a specific employee benefit plan,program or arrangement maintained by GTECH shall be deemed to be a reference to such plan, programor arrangement, as it may be amended from time to time, and to any successor thereto. Nothingcontained herein shall be interpreted as requiring GTECH to keep any plan, program or arrangementin effect.
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          (q) Disposition of Shares or Exercise of Stock Options. Subject to applicable securitieslaws, any regulations of the Company or GTECH, any provisions of this Agreement, or any provisionsof a Long Term Incentive Plan or other relevant equity plan or award, Executive shall be requiredto give at least three (3) business days prior written notice to the Chief Executive Officer of theCompany of his intention to sell any Shares or to exercise any stock options, but shall have noother restrictions on his ability to acquire or sell any Shares or to exercise any stock options.     **15. Equity Investment**. Executive agrees to invest an amount, not to exceed $1 million, fromhis net after-tax proceeds (as mutually agreed to by Executive and the Company) and to bedetermined by Executive no later than thirty (30) days after the Effective Date, received byExecutive as a result of the Merger in exchange for the sale of common stock of GTECH Holdings andthe cashing-out of stock options held by Executive (the “Roll-Over Amount”), in Shares (the “RightsShares”). The purchase price per Rights Share shall be equal to the price per Share of the publicrights offering undertaken by the Company to finance the Merger (the “Rights Shares PurchasePrice”). The Rights Shares shall be held by Executive in a personal brokerage account, and shallhave full voting rights, and Executive shall be entitled to receive any dividends on the RightsShares on a current basis.     **16. Section 409A**. To the extent applicable, it is intended that this Agreement comply withthe provisions of Section 409A of the Code, and this Agreement shall be construed and applied in amanner consistent with this intent. In the event that the benefits or payments under thisAgreement are determined by GTECH to be in the nature of nonqualified deferred compensationpayments, GTECH and Executive hereby agree to take such actions and to make such changes to thebenefits or payments hereunder as may be mutually agreed between the parties to ensure that suchbenefits or payments comply with the applicable provisions of Section 409A of the Code and theofficial guidance issued thereunder, provided that in the event of any such change to the benefitsor payments hereunder, the value or types of payments or benefits under this Agreement shall beappropriately adjusted so that the aggregate present value of the payments and benefits hereunderafter such change are economically equivalent to the aggregate present value that existed prior tosuch change.     **17. Consummation of Merger**. Notwithstanding anything else in this Agreement to the contrary,no provision of this Agreement shall be effective until following the consummation of the Merger.In the event that the Merger is cancelled prior to its consummation, this Agreement shall be deemednull and void and each of the Prior Agreements is reinstated in its entirety.     **18. Consulting Arrangement.**If Executive elects to terminate his employment hereunder throughRetirement on the second anniversary of the Effective Date, GTECH and Executive shall enter into aconsulting agreement, in the form attached hereto as Appendix B, which provides for the provisionby Executive of exclusive consulting services to GTECH and the Company with respect to the lotterymanagement business for five years after termination of employment at an annual fee of $390,000.If Executive elects to extend his employment beyond the second anniversary of the Effective Date asprovided hereunder, the term of such consulting agreement and the fee thereunder shall becorrespondingly reduced. If Executive’s employment
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is terminated under Section 9(b) hereof, priorto the second anniversary of the Effective Date, GTECH shall pay Executive, in addition to anyother amounts due hereunder, an amount equal to $1,950,000 less the annual discount rate then inuse by GTECH for calculating present value of similar financial obligations.(Signatures on Next Page)
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     **IN WITNESS WHEREOF**, Lottomatica S.p.A. and GTECH Corporation have caused this Agreement to beexecuted by their duly authorized officers, and Executive has signed this Agreement, all as of theday and year first above written.         LOTTOMATICA S.p.A.         **Attest:** By:             Name:             Title:                    GTECH CORPORATION           By:             Name:             Title:                    DONALD R. SWEITZER         **Witness:**                                 Address: 250 Major Potter Road                   Warwick, RI 02886  
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**APPENDIX A****Summary of Certain Benefits and Arrangements**     1. Vacation. Executive shall be entitled to a paid vacation of four weeks per year providedthat if Executive is eligible for “Retirement” as defined in Section 1, Executive shall be entitledto a paid vacation of five weeks per year.     2. Life Insurance. Executive shall receive life insurance coverage in accordance with GTECH’spolicy in a manner comparable to Senior Executives.     3. Medical. During the Term, the cost of Executive’s annual physical examination shall beborne by GTECH. In addition, GTECH shall provide Executive and his Family with medical insurance ina manner comparable to Senior Executives as may be modified from time to time and on the followingadditional terms:          (a) Such medical insurance shall be provided to Executive and his Family during the Term andsuch medical insurance shall continue to be provided to Executive and his Family after theexpiration of the Term to the extent expressly provided in Sections 5(c), 9(c) and 9(d).          (b) Executive may participate at his own cost in GTECH’s retirement health plan provided hesatisfies the eligibility requirements of such plan and that such plan continues to be madeavailable by GTECH.          (c) Notwithstanding the foregoing, GTECH shall not be obliged to continue medical insurancefor Executive after expiration of the Term (except to the extent expressly provided in Section9(d)) if and, to the extent Executive qualifies for medical insurance benefits with Family coveragefrom a successor employer,     4. Annual Executive Perquisite Compensation Contribution. GTECH shall make a $70,000 annualcontribution to Executive for each year of the Term, payable annually no later than January 15 ofthe following year.     5. 401(k) Plan. Executive shall be entitled to participate in GTECH’s 401(k) or similarretirement plan in a manner similar to other Senior Executives.     6. Executive Tax Preparation. Executive shall be entitled to tax preparation and financialplanning services, at GTECH’s expense, up to a maximum annual expense of $5,000.00.     7. Language Training. If determined by the Chief Executive Officer of GTECH to be necessaryfor performance of Executive’s responsibilities hereunder, GTECH shall provide Executive withItalian language training.
 

 
**APPENDIX B****Consulting Agreement**
 

 
**APPENDIX B****GOVERNMENT RELATIONS SERVICES AGREEMENT**     This GOVERNMENT RELATIONS SERVICES AGREEMENT (the “Agreement”) is entered into and iseffective as of the ___day of ___,1 2008 (the “Effective Date”) by and betweenDONALD R. SWEITZER (hereinafter referred to as the “Consultant”) and GTECH Corporation, a Delawarecorporation (hereinafter referred to as “GTECH”).IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH HEREINBELOW, GTECH AND CONSULTANT HEREBYAGREE AS FOLLOWS:1. Retention of Consultant.1.1 GTECH hereby retains Consultant, and Consultant hereby accepts such retainer, to provide atGTECH’s request the government relations consulting services as specified in Section 2 below (the“Services”) to GTECH and its direct and indirect subsidiaries (collectively, “”GTECH”) with respectto the United States Federal and State Governments, and such other governmental entitles as GTECHand Consultant may mutually agree upon from time to time in writing (each a “Territory” andcollectively, the Territories”), including all subdivisions thereof, as and when requested ordirected by GTECH through one of the following GTECH representatives: Chief Executive Officer,Senior Vice President – Global Business Development and Public Affairs, or their designee (each ofthe foregoing, an “Authorized Representative,” provided that any Authorized Representative mayadvise Consultant in writing from time to time of changes, additions or deletions to the list ofsaid Authorized Representatives). Consultant agrees that the Services shall be performedpersonally.2.  Scope of Services.     The Services to be provided by Consultant hereunder shall include, but not be limited to, thefollowing:     (a) identifying, monitoring and in a timely manner reviewing with, and forwardingdocumentation where appropriate to, GTECH and otherwise keeping GTECH apprised of (i) alllegislation, rules and regulations introduced in or enacted by any relevant governmental entity inthe Territory or effecting the Territory and (ii) any other governmental action and developments inthe Territory (including hearings and proposed legislative or regulatory changes), which actuallyor potentially relate to or affect the lottery industry (including Keno) or any other gamingindustry, in the Territory, and any and all matters which pertain to GTECH’s interest in the Territory; 1 The Effective Date will be the date of termination of Consultant’s employment agreement.
 

 
     (b) assisting in developing a comprehensive strategy to enable GTECH to achieve itsgovernment relations goals and assisting in the implementation of such strategy;     (c) keeping GTECH advised of the substance, procedures and other requirements of all laws,rules and regulations applicable to the lobbying and other relationships, services and actions ofthe parties contemplated by this Agreement, including but not limited to all laws, rules andregulations applicable to political, charitable or other contributions recommended by Consultant,and timely notifying GTECH of, and rendering proper assistance to GTECH in order to accomplish, allfilings and other actions required of GTECH or Consultant in order to assure that the actions ofthe parties under or in connection with this Agreement comply with said laws, rules, andregulations;     (d) providing advice and counsel to GTECH respecting the lottery industry or other gamingindustry, the conduct of its business affairs in the Territory and any and all matters pertainingto GTECH’s interest in the Territory;     (e) other tasks and services normally performed by governmental relations consultants orlobbyists; and     (f) providing all services and assistance necessary and appropriate to perform effectivelythe foregoing duties.3.   Compensation.3.1 As compensation for the performance by Consultant of the Services, GTECH shall pay Consultanta monthly fee of Thirty Two Thousand Five Hundred ($32,500.00) for each calendar month during theTerm of this Agreement, and pro rate for any partial calendar month. Payment under this Section3.1 shall be made to Consultant not later than the last day of each such calendar month.3.2 No commission, brokerage, percentage, contingent fee, or other compensation of any kindwhatsoever shall be paid to Consultant for the Services outlined in this Agreement.4.   Expenses.4.1 GTECH agrees to reimburse Consultant for all reasonable and necessary charges and expensespaid or incurred by Consultant in connection with Consultant’s performance of the Services(collectively, the “Expenses”), including, but not limited to reasonable travel, food, and lodgingexpenses incurred by Consultant exclusively in connection with Services provided to GTECHhereunder; provided however that (i) reimbursement of Expenses shall be made only upon submissionto GTECH of receipts or vouchers verifying disbursements or amounts payable in sufficient detail toidentify the nature, amount and business purpose for each Expense paid or incurred, (ii) GTECHshall under no circumstances be required to reimburse Consultant in whole or in part for charges orexpenses that constitute part of Consultant’s general cost of conducting business, including,without limitation, any rents, salaries or subcontractor fees or expenses
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incurred by Consultant; and (iii) GTECH shall not be required to reimburse Consultant for Expensesunless such Expenses shall have been approved in advance by an Authorized Representative, and thenonly to the extent so approved.5. No Press Releases or Communications.     Consultant shall not issue any written or oral statement or other written or oralcommunication to any press or other media representative with regard to GTECH, the servicesprovided by Consultant on behalf of GTECH, the on-line lottery industry or the electronic deliveryof governmental benefits, or related activities, unless such communication is specifically approvedin advance by an Authorized Representative.6. Compliance with Policies and Procedures; Related Matters.     Consultant shall at all times fully comply with the GTECH Holdings Corporation “Policies andProcedures – Government Relations,” a copy of which is attached hereto as Exhibit A and “Conflictof Interest and Ethical Conduct Policy, “ a copy of which is attached hereto as Exhibit B, whichexhibits are made a part of this Agreement, and any subsequent modifications thereto of whichConsultant is notified. Consultant shall upon execution of this Agreement deliver to GTECH acompleted Certification in the form of Exhibit C attached hereto. Consultant agrees that he shallnot make any political contributions on GTECH’s behalf without the prior specific writtenauthorization by an Authorized Representative.7. Term.     Subject to earlier termination in accordance with Section 8 below, the term of this Agreementshall commence on the Effective Date and shall continue for five (5) years, to expire on                     , 2013.8. Termination.     (a) GTECH may terminate this Agreement immediately at any time in the event of the occurrenceof any of the following: (i) conviction of Consultant of a felony or of any crime that constitutesa felony or is a gaming or gambling-related offense; (ii) any grossly negligent and/or willfulfailure by Consultant to substantially perform the Services; or (iii) material breach by Consultantof any of the terms of this Agreement. A termination under this Section 8(a) shall be effectiveupon the provision of written notice thereof.     (b) GTECH may terminate this Agreement for any reason other than a reason set out in Section8(a) hereof by providing Consultant not less than sixty (60) days prior written notice of suchtermination. In the event of a termination of this Agreement by GTECH under this Section 8(b),GTECH shall pay to Consultant, on the effective date of termination of this Agreement, a lump sumamount equal to the discounted present value of the aggregate monthly fees that would have beenpaid to Consultant under Section 3.1 hereof from the effective date of termination of thisAgreement through ___, 2013, utilizing an annual discount rate then in use by GTECH forcalculating the present value of similar financial obligations.
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     (c) Consultant may terminate this Agreement for any reason at any time by providing GTECH notless than sixty (60) days prior written notice of such termination.9.  Confidentiality.     Consultant acknowledges a duty of confidentiality owed to GTECH and its affiliates. Except asmay be specifically authorized in advance by GTECH in writing, Consultant shall not at any timeduring or after the term of this Agreement, retain in writing, use, divulge, furnish or makeaccessible to anyone, or use for his own benefit or for the benefit of others, any information inany form obtained or received by him under or in connection with this Agreement, relating to GTECHor its subsidiaries or to its or their actual or proposed technology, products, services,customers, markets, plans and strategies or business, generally, except information which throughno fault of Consultant becomes generally known in the lottery, gaming or electronic benefitstransfer industries, information received by Consultant in good faith from a third party having aprior right to make such disclosure and information already known to Consultant at the time of itsdisclosure by GTECH (such information is hereinafter referred to as “Confidential Information”).Consultant acknowledges and agrees that all Confidential Information is and shall remain theexclusive and valuable property of GTECH and that Consultant shall not gain any interest inConfidential Information by reason of this Agreement. Upon termination of this Agreement, or uponearlier request by GTECH, Consultant shall return to GTECH any and all tangible records containingConfidential Information. The terms of this Section 9 shall survive and remain in effect for ten(10) years after the termination of this Agreement.10. Noncompetition.     For so long as Consultant is retained hereunder, Consultant shall not, directly or indirectlyor alone or in conjunction with others: (i) become engaged in, associate in any capacity with,provide services to (including but not limited to services which are in any way similar to theServices) or acquire any financial interest in any entity which is engaged in the lotterymanagement business or gaming technology business (excluding casino operations); or (ii) engage inor participate in any effort to disturb any business relationship between GTECH and its employees,suppliers, distributors, dealers, customers and other business associates.11. Representations and Warranties.     (a) Consultant hereby represents and warrants as follows:     (i) Consultant has not been convicted of a felony or other crime involving gambling,fraud, deceit, theft, or dishonesty.     (ii) Consultant will comply, at all times, with all applicable laws in connection withactivities related to this Agreement, including but not limited to (a) rules and regulationswith respect to lobbying and gifts, and (ii) all applicable lobbyist registration andreporting requirements (and provide GTECH with copies of all such GTECH-relatedregistrations, reports and other filings) and advising GTECH of any activity which mayrequire GTECH to register as a lobbyist, principal or employer.
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     (iii) No part of the compensation or any other amount Consultant may receivehereunder, nor any other funds or things of value, have been or will be offered, paid orpromised, nor will Consultant authorize any such offer, payment or promise, directly orindirectly, to any person who is an official, member, employee or agent of any Governmentfor the purpose of inducing such person to (i) use his influence with the Government or (ii)fail to perform his official functions, in either case to assist GTECH or Consultant inobtaining or retaining business for or with, or directing business to, any person orinfluencing legislation or regulations in the Territory.12. Status of Parties.     Consultant and GTECH acknowledge that nothing in this Agreement shall create the relationshipof employer and employee, partnership, principal and agent, or joint venture between GTECH andConsultant. Consultant shall be an independent contractor of GTECH, and shall not have theauthority to bind GTECH, nor will Consultant represent to any person that he has such authority.13. Miscellaneous.     (a) The validity, interpretation and enforcement of this Agreement shall be governed by thelaws of the State of Rhode Island.     (b) This Agreement represents the entire agreement and understanding of the parties withrespect to the subject matter hereof, and supercedes any prior agreements and understandings of theparties in respect thereto.     (c) In the event that any one or more provisions of this Agreement shall for any reason beheld invalid, illegal or unenforceable in any respect, such invalidity, illegality orunenforceability shall not affect the enforceability of any other provisions of this Agreement. Ifany one or more of this provisions contained herein shall for any reason be held to be excessivelybroad as to duration, scope, activity, or subject, it shall be construed to the extent compatiblewith the applicable law as it shall then appear.     (d) This Agreement shall not be modified except in writing signed by both parties hereto.     (e) No waiver of any provisions of this Agreement shall be effective unless agreed to inwriting by the party against whom such waiver is sought to be enforced. Waiver of any default orbreach hereunder shall not constitute a waiver of any other default or breach whether similar orotherwise.     (f) This Agreement shall be binding upon and accrue to the benefit of GTECH, its legalrepresentatives and assigns, and upon Consultant, and his legal representatives and assigns.     (g) This Agreement shall not be assignable by GTECH, in whole or in part, other than to anysubsidiary of GTECH thereof or to any successor to any portion of GTECH’s business relating to thisAgreement. Consultant shall not assign, subcontract or otherwise transfer his rights, obligationsor interests in or under this Agreement, in whole or in part.
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     (h) Any notice required or permitted to be given by one party to the other under thisAgreement shall be in writing and shall be (i) delivered in person, obtaining a signed receipt; or(ii) sent by private express delivery service, obtaining a signed receipt, or (iii) sent bycertified mail, return receipt requested, in any case to such address either party may havefurnished to the other in writing in accordance herewith, except that notice of change of addressshall be effective only upon receipt. Notices delivered in person shall be deemed given whendelivered, notices sent by private express delivery services shall be deemed given the nextbusiness day after sending, and notices sent by certified mail shall be deemed given seven (7) daysafter sending.     IN WITNESS WHEREOF, the parties have duly executed this Agreement as a sealed instrument as ofthe date first above written.     CONSULTANT     GTECH CORPORATION     By:  Name:  Title:
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