**Exhibit 10.1**[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 CORNELIA LAVERTYO’CONNOR (“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 date hereof (the “Merger”), and     **WHEREAS**, the Company desires GTECH to employ Executive as an executive officer of GTECH, andExecutive agrees to be employed by GTECH as an executive officer of GTECH, subject to the terms andconditions 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 definedherein shall 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 her 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 breachis immaterial, inadvertent and subject to cure under Section 8(b) hereof
 

 
   without 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 her 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 suchtermsare used in Sections 13(d) and 14(d) of the Act), other than the Investor,the Company, any of its Affiliates, or any employee benefit plan of theCompany or any of its Affiliates, unless Investor and its Affiliates
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   beneficially own a 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 her case) of Executive to render heragreed-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): (i) 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);  (ii) 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  (iii) 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 to Executive with respect to the relevant fiscal year inaccordance with Section 5(b) hereof.
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     **“Prorated Performance Bonus”**means the portion of the Performance Bonus, if any, 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 her employment when the sum of Executive’s ageand years of continuous full-time employment with GTECH or any of its affiliates total to 65 ormore, provided that Executive may not retire prior to the 5 year anniversary of the Effective Date.     **“Retirement Factor”**means the sum of Executive’s age and years of continuous full-timeemployment with GTECH or any affiliate 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 employ Executive, and Executive agrees to be employed by GTECH, torender services to GTECH and its subsidiaries, affiliates and divisions for the period, at the rateof compensation and upon the other terms and conditions set forth in this Agreement.     **3. ****Term**.     The term of Executive’s engagement hereunder shall commence on the Effective Date, and shallcontinue for a term of five (5) years (the “Term”). The Term is subject to earlier termination ashereinafter provided in Section 8 hereof, and the compensation, benefits, etc., if any, payableupon termination shall be as 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 serveas the Senior Vice President, Chief Marketing Officer of GTECH, and in furtherance of her duties asdescribed herein, Executive also agrees to serve, if elected, as a director and/or officer of anysubsidiary or affiliate of GTECH, including but not limited to GTECH.          (b) During the Term, Executive shall have the authority and power to perform such dutiesconsistent with her position as the Senior Vice President, Chief Marketing Officer, of GTECH.
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          (c) Executive shall not be required without her consent to undertake responsibilities notcommensurate with her 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 her full business time, attention, skill, undivided loyalty and best efforts to the faithfulperformance of her 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 belocated within the State of Rhode Island. Notwithstanding the foregoing, Executive understandsthat she may be 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 her capacity as the SeniorVice President, Chief Marketing Officer of GTECH during the Term, GTECH shall pay or cause to bepaid to Executive as compensation a salary at an annual rate of US $300,000, payable in equalinstallments not less frequently than monthly through GTECH’s standard payroll practices.Executive hereby expressly waives any and all of her rights to any further fees or payments for theoffices as a director and/or officer of its subsidiaries and affiliates which may be held by himduring the Term, and agrees to confirm such waiver before the appropriate corporate bodies of eachsuch 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 depending upon performance against those targets, Executive willbe eligible to receive a bonusin the range of 0% to 120% of Base Salary. The annual target Performance Bonus will be 60% ofBase Salary.
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               (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) her 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 and the non-qualified plans overthe last three fiscal years prior to termination. 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. Inaddition, in the event of a Change in Control (other than the Merger) prior to the Executive’s
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termination of employment, any Shares not yet issued and transferred to Executive pursuant toSections 6(c) or 6(d) hereof shall be promptly issued and transferred to Executive whether or notshe has satisfied the performance and employment requirements set forth therein and any and allCash-Based Awards (as defined in Section 6(e) hereof) and stock options granted to Executive thathave not yet become vested and exercisable shall 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 Ernst & Young LLP or such othernationally recognized certified public accounting firm as may be designated by Executive (the“Accounting Firm”) which shall provide detailed supporting calculations both to GTECH and Executivewithin 15 business days of the receipt of notice from Executive that there has been a Payment, orsuch earlier time as is requested by GTECH. In the event that the Accounting Firm is serving asaccountant or auditor for the individual, entity or group effecting the Change in Control,Executive shall appoint another nationally recognized accounting firm to make the determinationsrequired hereunder (which accounting firm shall then be referred to as the Accounting Firmhereunder). All fees and expenses of the Accounting Firm shall be borne solely by GTECH. AnyGross-Up Payment, as determined pursuant to this Section 5(c), shall be paid by GTECH to Executivewithin five days of the receipt of the Accounting Firm’s determination. Subject to the remainder ofthis Section 5(c), any determination by the Accounting Firm shall be binding upon GTECH andExecutive. As a result of the uncertainty in the application of Section 280G and Section 4999 ofthe Code at the time of the initial determination by the Accounting Firm hereunder, it is possiblethat 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 shall determine the amount of the Underpayment that has occurred and anysuch Underpayment shall be promptly paid by GTECH to or for the benefit ofExecutive (so as to fully extinguish Executive’s tax liability for the Payments including allinterest and penalties).
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               (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 conferences with thetaxing authority in respect of such claim and may, at its sole option, either direct Executive topay the tax claimed and sue for a refund or contest the claim in any permissible manner, andExecutive agrees to prosecute such contest to a determination before any administrative tribunal,in a court of initial jurisdiction and in one or more appellate courts, as GTECH shall determine;provided, however, that if GTECH directs Executive to pay such claim and sue for a refund, GTECHshall advance the amount of such payment to Executive, on an interest-free basis and shallindemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax(including interest or penalties with respect thereto) imposed with respect to such advance or withrespect to any imputed income with respect to such advance; and further provided that any extensionof the statute of limitations relating to payment of taxes for the taxable year of Executive withrespect to which such contested amount is claimed to be due is limited solely to such contestedamount. Furthermore, GTECH’s control of the contest shall be limited to issues with respect towhich a Gross-Up Payment would be payablehereunder and Executive shall be entitled to settle or contest, as the case may be, any other issueraised by the Internal Revenue Service or any other taxing authority.
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               (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, GTECHshall pay or reimburse Executive for all reasonable and necessary travel and other expenses ofExecutive incurred by Executive in performing her duties hereunder upon receipt of appropriatewritten substantiation of such expenses.          (e) Housing. If deemed necessary by the Chief Executive Officer of the Company forthe performance of Executive’s duties hereunder, the Company shall make available to Executive atno cost 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 beentitled to receive, during the Term, benefits substantially similar to the level of benefitsprovided generally to Senior Executives under any benefit plan, program or arrangement of GTECH ineffect, 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 accordancewith the following 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 Company shall use allreasonable efforts to obtain.          (c) Grant of Shares. Not less than 35% of the calculated value of annual long termincentive awards under a Long Term Incentive Plan shall be provided to Executive in the form of anaward of fully-vested Shares. The foregoing awards of fully-vested Shares will be subject to allthe terms of the applicable Long Term Incentive Plan. It is intended that the foregoing awards ofShares will be valued on the dates of grant of such awards, but will provide
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that such Shares willonly be issued and transferred to the Executive upon the future achievement of certain targetperformance goals to be determined by the Company consistent with its equity compensation policiesfor Senior Executives, and provided that the Executive is continuously employed by GTECH.Notwithstanding the foregoing, the Company may grant the foregoing Shares on such other basis as isconsistent with its Share grants to other Senior Executives of the Company.          (d) Award of Shares. Executive shall be eligible for a 2007 long-term incentive awardat such time as such awards are made for other Senior Executives. The value of such award on thedate of grant will be split 65% stock options and 35% Shares using traditional Black Scholes optionpricing. Such award shall be made under the terms of a Long Term Incentive Plan. The Company willgrant the Executive a retention equity award of 12,500 fully-vested Shares (the “Non-PerformanceShares”) in five (5) annual installments to be issued and transferred to the Executive on therespective anniversaries of the Effective Date as set forth on the schedule below, provided thatthe Executive will not be entitled to the issuance and transfer of such Shares on any such dateunless the Executive is continuously employed by GTECH up to and including each such date     Year Number of Shares to be Issued1  2,500 2  2,500 3  2,500 4  2,500 5  2,500           (e) Cash-Based Awards. The Company reserves the right to substitute, in itsdiscretion, awards payable in cash for the stock option and Share awards described in Sections6(b), (c) and (d) above. Such cash awards (i) shall be in the form of stock appreciation rights(in the case of stock option grants) or restricted share units (in the case of Share awards) ofequal value as the stock options or Share awards they are being substituted for, (ii) shall havevesting schedules no less advantageous to Executive as the stock options or Share awards they arebeing substituted for, and (iii) shall provide for payment of such restricted share unit awards toExecutive immediately upon vesting. Any award granted pursuant to this Section 6(e) shallhereinafter be referred to as a Cash-Based Award.          (f) Dividend Equivalent Awards. With respect to the award of Shares pursuant toSection 6(c) and (d) above, the Executive will be entitled to an award of additional Shares equalto the value of any dividends or other distributions declared by the Company with respect to suchShares between the effective date of the grants applicable to such Shares and the transfer of suchShares to the Executive in accordance with the provisions of Sections 5(c), 6(c), 6(d), 9(c) and9(d) hereof. All Shares issued pursuant to this Section 6(f) shall be (i) valued atthe price per ordinary share as of the close of business on the effective date of suchdividend or distribution and (ii) will only be issued and transferred to the Executive when and ifthe Shares for which the dividend or distribution was made are issued and transferred to Executivepursuant to Sections 5(c), 6(c), 6(d), 9(c) or 9(d) hereof.
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          (g) Certain Specific Benefits and Arrangements. Without limiting the generality ofsubsection (a) above (except as may otherwise be specified in Appendix A hereto), Executiveshall be entitled to the specific benefits and arrangements set forth in Appendix A hereto.          (h) Indemnification. GTECH shall defend and hold Executive, to the extent Executive isa defendant, 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 ofher employment hereunder, GTECH shall continue to pay Executive the compensation and extend to himthe benefits provided in Sections 5 and 6 hereof during the period of Disability, subject toSection 9(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 Section 9(b)hereof.          (b) Services During Disability. During the Term, notwithstanding any Disability,Executive shall, to the extent that she is physically and mentally able to do so, furnishinformation and assistance to GTECH, and, in addition, upon the reasonable request in writing ofthe Chief Executive Officer of GTECH, or a senior executive officer designated by the ChiefExecutive Officer of GTECH, from time to time, she shall make himself available to GTECH and itssubsidiaries and affiliates to undertake reasonable assignments consistent with her position andher physical and mental health.     **8. ****Termination of Employment**.          (a) Expiration and Earlier Termination. Executive’s Term of employment shallterminate upon expiration of the Term and shall be subject to earlier 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;
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               (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’prior written notice of any intended termination of Executive’s employment by GTECH for Cause(other than for the reasons set forth in clauses (ii) and (iv) of the definition of Cause inSection 1 hereof). In the event of such a proposed termination for Cause, such notice shall specifythe grounds for such termination, and GTECH shall only be entitled to terminate Executive for suchCause if Executive shall have failed to cure the grounds for such termination within said 60-daynotice period and Executive shall have been afforded an opportunity to address the Board , withlegal counsel, to argue against such termination. However, after giving such notice and beforeExecutive is afforded the opportunity to address the Board, GTECH may relieve Executive of herduties on an interim basis. GTECH may immediately terminate Executive’s employment by writtennotice in the event of the occurrence of any of the events set forth in clauses (ii) and (iv) ofthe 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 60days’ prior written notice of any intended termination by Executive of Executive’s employment,including Retirement. In the event of a proposed resignation for Good Reason, such notice shallspecify the grounds for such resignation, and Executive shall only be entitled to terminate heremployment for Good Reason if GTECH shall have failed to correct the specified grounds within said60-day notice period and, upon cure thereof by GTECH, such event shall no longer constitute GoodReason. Executive shall not be entitled to terminate for Good Reason unless she has given notice toGTECH of her intention to so terminate within 60 days following the occurrence of the event allegedto constitute such Good Reason. In the event of Retirement, Executive must have met the minimumestablished threshold index of 65 and must have completed five years of continuous service from andafter the Effective Date. Notwithstanding the foregoing, in the event that Executive has givenGTECH notice of her intention to resign or retire, the Board may elect to have such resignation orRetirement become effective immediately or at such other date, not later than the effective datespecified in the notice, as the Board may determine.          (d) Resignation. Upon termination of the Term for any reason, Executive (unlessotherwise requested by a majority of the independent directors of the Board) concurrently shallresign any directorships and officer or employee positions which she holds with GTECH, itssubsidiaries and affiliates.     **9. ****Compensation, Benefits, etc. Upon, and Effects of, Termination**.          (a) Discharge for Cause and Resignation for Other than Good Reason. If the Term ofExecutive’s employment is terminated by reason of her discharge for Cause or resignation for otherthan Good Reason, GTECH shall pay or cause to be paid to Executive or her estate, as the case maybe, at the time such payment is due (i) her Base Salary accrued
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through the effective date of suchtermination 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 under this Section9(a), all unvested stock options and any rights to any Shares awarded but not yet issued andtransferred pursuant to Section 6(c) or (d) hereof, as they are scheduled to vest or be issued andtransferred in accordance with the applicable Share award and stock option agreements, shall beforfeited by Executive and any vested stock options shall remain exercisable for a period of three(3) months after termination.          (b) Disability, Death, Discharge Without Cause and Resignation for Good Reason. If theTerm of Executive’s employment is terminated by GTECH by reason of her Disability as provided inSection 7(a) hereof, by reason of her death, by GTECH without Cause or by reason of Executive’sresignation for Good Reason, GTECH shall pay to Executive or her estate, as the case may be, thefollowing: (i) her Base Salary accrued through the effective date of such termination at the ratein effect immediately prior to such termination; (ii) an amount equal to eighteen (18) months ofAnnual Cash Compensation; (iii) any accrued but unpaid Performance Bonus under Section 5(b) hereoffor the prior fiscal year; (iv) a Prorated Performance Bonus, if any, payable with respect to thefiscal year of termination; and (v) any other amounts to which Executive is entitled under theterms of Sections 5 and 6 hereof up to the effective date of such termination. The paymentsrequired under this Section 9(b) shall be made by GTECH after such termination as follows: the BaseSalary component of Annual Cash Compensation shall be paid in equal bi-weekly installments overeighteen (18) months, the Performance Bonus component of Annual Cash Compensation shall be paidwithin 14 days, and the Prorated Performance Bonus, if any, payable with respect to the fiscal yearof termination shall be paid at the same time Senior Executives are paid performance bonuses forthe respective fiscal year. Any such Prorated Performance Bonus shall be paid in cash,notwithstanding the provisions of Section 5(b)(i) hereof. In the event of Executive’s death,Executive’s estate shall have 18 months from the date of Executive’s death to exercise all vestedstock options then held by Executive (or their Expiration Dates, if sooner).          (c) Retirement. If this Agreement is terminated as a result of Executive’sRetirement, any vested stock options then held by Executive shall remain exercisable afterRetirement until their respective Expiration Dates. If this Agreement is terminated as a result ofExecutive’s Retirement, Executive and her Family shall continue to be covered under or entitled toany and all medical insurance or other medical benefits that the Executive was covered under orentitled to at the time of such retirement (or provided substantially equivalent benefits orcoverage) at no additional expense for a period of 5 years from such retirement (subject to thelimitation that such benefits will cease in any event at the end of the month of the Executive’s65th birthday). If Executive achieves a Retirement Factor of 65 and retires from GTECH, 50%of any Shares awarded but not yet issued and transferred to Executive on the date of her retirementpursuant to Sections 5(c), 6(c) or 6(d) hereof will be promptly issued and transferred to Executivewhether or not the Executive has satisfied any performance or employment requirements set forth inSections 6(c) or 6(d) hereof and the Executive’s right to 50% of the Shares awarded but not yetissued and transferred to Executive will expire as of the effective date
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of Retirement. If thisAgreement is terminated as a result of Executive’s Retirement upon achieving a Retirement Factor of75, (i) Executive and her 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 10 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 65th birthday) and(ii) 100% of any Shares awarded but not yet issued and transferred to Executive on the date of herretirement 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 medical coverage for each 1Retirement Factor point increase (subject to the limitation that such benefits will cease at theend of the month of the Executive’s 65th birthday) and (ii) a 5% increase in the number of Sharesto be issued and transferred for each 1 Retirement Factor point increase (e.g., aRetirement Factor of 67 will result in continued medical coverage for a period of 6 years (subjectto the limitation that such benefits will cease at the end of the month of the Executive’s 65thbirthday) and 60% of any Shares awarded but not yet issued and transferred to Executive to bepromptly issued and transferred to Executive).          (d) Effect of Termination Under Section 9(b). In the event this Agreement isterminated in accordance with Section 9(b) hereof, GTECH shall continue, for a period of eighteen(18) months following such termination, the benefits described in Sections 2, 4 and 6 ofAppendix A, and shall continue the medical benefits described in Section 3 of AppendixA for the remainder of the Term, as if the Agreement had not been terminated, and shallcontinue such medical coverage for an additional period of eighteen (18) months after theexpiration of the Term (the “Continued Medical Benefits”). Notwithstanding the foregoing, in theevent of a termination on account of death or Disability, Executive and her Family shall continueto be covered under or entitled to any and all medical insurance or other medical benefits that theExecutive was covered under or entitled to at the time of the Executive’s termination on account ofdeath or Disability (or provided substantially equivalent benefits of coverage) at no additionalexpense for a period of ten years from the Executive’s termination on account of death orDisability (subject to the limitation that such benefits will cease in any event at the end of themonth of the Executive’s 65th birthday). In addition, in the event that this Agreement isterminated in accordance with Section 9(b) hereof, (i) Executive shall become fully vested in allnon-qualified retirement plans, and in all benefits accrued under all other employee benefit plan(other than qualified retirement plans), (ii) any Non-Performance Shares awarded but not yet issuedand transferred to Executive pursuant to Sections 5(c) or 6(d) hereof on the date of hertermination of employment shall be promptly issued and transferred to Executive irrespective ofsatisfaction of any employment requirements set forth in Sections 6(d) hereof, (iii) any Cash-BasedAwards issued in substitution of awards of Non-Performance Shares that have not vestedas of her date of termination of employment will become fully vested and (iv) Executive shallhave eighteen (18) months from the date of the termination of her employment (or until theirExpiration Dates, if sooner) to exercise any vested stock options then held by Executive.Additionally, to the extent Executive is not fully vested in all Company or GTECH qualifiedretirement plans, Executive shall receive a payment equal to any unvested portion of suchretirement plans. Executive also shall be entitled, to the extent not inconsistent with thisAgreement, to receive such additional benefits, if any, as she may be entitled to under the
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expressterms of the applicable benefit plans (other than bonus and severance plans) of GTECH, itssubsidiaries and affiliates, and to whatever medical coverage, if any, as is required to beprovided by applicable law.          (e) Reductions, Forfeitures, etc. Notwithstanding the foregoing: (i) any payments orbenefits required to be paid or provided to Executive pursuant to Section 7(a) in the event ofExecutive’s Disability shall be reduced to the extent that comparable payments or benefits arereceived by Executive during such period under GTECH’s disability plan, as in effect from time totime, (ii) without limiting any other rights GTECH may have, any payments or benefits required tobe paid or provided to Executive under this Agreement shall be forfeited to GTECH by Executive ifExecutive shall breach any of her obligations under Sections 10(b) or 11 hereof, except as mayotherwise be required by applicable law, and (iii) except as otherwise provided above, the paymentsand benefits required by this Section 9 shall be made or provided at such times as they would havebeen paid or provided if Executive’s employment had not been terminated.          (f) Full Settlement. In the event of the termination of Executive’s employment, thepayments and other benefits provided for by this Agreement (and as otherwise provided under theexpress terms of any compensation or benefit plans of GTECH, its subsidiaries or affiliates, to theextent not inconsistent with this Agreement, or as may otherwise be required by applicable law)shall constitute the entire obligation of GTECH, its subsidiaries and affiliates to Executive forcompensation and benefits and shall also constitute full and 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.          (g) Release. The receipt of the benefits described in Section 5(c) or Section 9hereof shall be conditioned upon the execution and non-revocation by Executive of GTECH’s standardgeneral release of claims and covenant not to sue for Senior Executives located in the UnitedStates.     **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 yearsthereafter subject to reasonable accommodation of Executive’s then business schedule, Executive,upon reasonable notice, shall furnish such information and proper assistance to GTECH as mayreasonably be required in connection with any litigation in which GTECH is, or may become, a partyor in connection with any investigation or review by any governmental agency to which GTECH is, ormay become, a subject. GTECH shall compensate Executive at a
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reasonable hourly rate, plus reimburseall expenses incurred consistent with GTECH policy, for any such assistance provided by Executiveafter the Term.          (b) Confidential Information. Executive shall not knowingly use for her own benefitor disclose or reveal to any person, during or after the Term, any trade secret or otherconfidential information relating to GTECH, including any customer lists, customer needs, price andperformance information, 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, she 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 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, trade secrets, trade names, trademarks or service marks, which Executive may conceive,create, organize, prepare or produce during the period of her employment with GTECH and whichrelate to the business of GTECH, and all rights, title and interest in and to any patents, patentapplications, copyright registrations and copyright applications resulting therefrom, shall beowned by GTECH, and Executive agrees to execute instruments or documents, to provide evidence andtestimony, and to otherwise assist GTECH in establishing, enforcing and maintaining such rights,title and interest of GTECH during and after the Term.          (d) Authorization. Executive does hereby irrevocably constitute, authorize, empowerand appoint GTECH, or any of its officers, such Executive’s true and lawful attorney (with fullpower of substitution and delegation) in Executive’s name, and in Executive’s place and stead, orin GTECH’s name, to take and do such action, and to make, sign, execute, acknowledge and deliverany and all instruments or documents which GTECH, from time to time, may deem desirable ornecessary to vest in GTECH, its successors and assigns, any of the rights, title or interestgranted pursuant to Section 10(c) above for the use and benefit of GTECH, its successors andassigns.
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     **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 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.     **14. ****General Provisions**.          (a) Certain Representations and Warranties of Executive. Executive represents toGTECH that (i) the execution and performance of this Agreement by Executive and her employmenthereunder does not and will not constitute a breach of or violate any contract,agreement, obligation or understanding, oral or written, or order of any court or governmental
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authority to which she is a party or by which she is bound; (ii) the employment and other personalbackground information provided by Executive to GTECH is true and correct in all material respects;(iii) to the best of Executive’s knowledge, there is no factor relating to him or her Family notpreviously disclosed in writing to GTECH which could reasonably be expected, if she were a seniorexecutive officer or director of GTECH, to disqualify GTECH or its subsidiaries or affiliates from,or materially jeopardize their chances of, obtaining lottery contracts or other contracts in, orany licenses or governmental permits for, the businesses in which they are engaged or propose toengage; and (iv) Executive has been represented by counsel selected by Executive or has hadadequate opportunity to select such counsel, in connection with the execution and delivery of thisAgreement.          (b) Representations and Agreements. Executive represents and agrees that: (a) (i) theoffer and 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, 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 optionstherefor pursuant 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 this Agreement and applicable lawand Executive will not effect any sale, transfer, assignment, exchange, pledge, encumbrance ordisposition of any Shares other than on the Milan Stock Exchange or in compliance with anyapplicable exemption available under the Securities Act; (d) Executive has, or Executive togetherwith Executive’s advisers, if any, have, such knowledge and experience in financial and businessmatters that Executive is, or Executive together with Executive’s advisers, if any, are, and will becapable of evaluating the merits and risks relating to Executive’s purchase of Shares and stockoptions
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therefor pursuant hereto; (e) Executive has been given the opportunity to obtaininformation and documents relating to the Company and to ask questions of and receive answers fromrepresentatives of the Company concerning the Company and Executive’s investment in the Shares andstock options therefor; (f) Executive’s decision to invest in the Company has been based uponindependent investigations made by Executive and Executive’s advisers, if any; (g) Executive isable to bear the economic risk of a total loss of Executive’s investment in the Company; (h)Executive has adequate means of providing for Executive’s current needs and foreseeable personalcontingencies and has no need for Executive’s investment in the Shares or stock options therefor tobe liquid; (i) Executive is an “accredited investor” within the meaning of either Rule 501(a)(5) or(a)(6) promulgated under the Securities Act; (j) this Agreement has been duly executed anddelivered by Executive, and constitutes a legal, valid and binding obligation of Executive,enforceable in accordance with its terms, subject to limitations in bankruptcy and to otherequitable limitations; and (k) Executive will promptly advise the Company if any of the foregoingrepresentations cease to be true during the term hereof. The Company agrees that the offer andsale of Shares by Executive on the Milan Stock Exchange shall be considered an “offshoretransaction” for purposes of Rule 904(a)(1) promulgated under the Securities Act (as such rule isin effect as of the date hereof).          (c) Non-Assignability and Inurement. Neither this Agreement nor any rights or interesthereunder shall be assignable by Executive, her 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 her estate or legal heirs).          (d) Binding Agreement. This Agreement shall be binding upon, and accrue to thebenefit of, Executive, GTECH and the Company and their respective heirs, executors, administrators,successors and permitted assigns, including, in the case of GTECH or the Company, any person orentity acquiring 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 byan instrument in writing signed by the parties hereto.          (f) Remedies. Executive acknowledges and agrees that the possible restrictions on heractivities which may occur as a result of her performance of her 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 specific performance, with respect toany such breach or violation, in any state or federal court in Rhode Island, which courts shallhave exclusive jurisdiction with respect to any such action. If any of the provisions of suchSections are held to be in any respect an unreasonable or unlawful restriction upon Executive, thenthey shall be deemed to extend only over the maximum period of time, geographic area, and/or rangeof activities as to which they may be enforceable.
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          (g) Waiver. No term or condition of this Agreement shall be deemed to have beenwaived, nor shall there be any estoppel against the enforcement of any provision of this Agreement,except by written instrument of the party charged with such waiver or estoppel.          (h) Severability. If, for any reason, any provision of this Agreement is heldinvalid, such invalidity shall not affect any other provision of this Agreement not so heldinvalid, and each such other provision shall to the full extent consistent with law continue infull force and effect.          (i) Notices. For the purposes of this Agreement, notice and all other communicationsprovided for in this Agreement shall be in writing and shall be deemed to have been duly given whenhand delivered 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.          (j) Counterparts. This Agreement may be executed by facsimile and in severalcounterparts, each of which shall be deemed to be an original but all of which together willconstitute one and the same instrument.          (k) Indulgences, Etc. Neither the failure nor any delay on the part of either partyto exercise 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 inaccordance with the laws of the State of Rhode Island, regardless of the laws that might otherwisegovern under applicable principles of conflicts of laws thereof. In the event of any disputehereunder, the prevailing party shall be entitled to recover all costs, including reasonableattorneys’ fees, incurred in adjudicating such dispute. The parties submit to the sole andexclusive jurisdiction and venue of the state and federal courts located in Rhode Island and waiveany and all objections to such jurisdiction or venue.          (n) Joint and Several Liability. Notwithstanding any other provision of thisAgreement, each of the Company and GTECH, and their successors and assigns, shall be jointly andseverally liable for all obligations of any of them to Executive hereunder. In the event that asubstantial portion of the assets of the Company or GTECH are transferred to any other direct or
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indirect subsidiary or other affiliate of the Company or GTECH, whether in one transaction ora series of transactions, the Company or GTECH, as applicable, shall cause (prior to orconcurrently with each transfer) the transferee to become a signatory to this Agreement and tobecome jointly and severally liable for all obligations or any of them to Executive hereunder.          (o) Conflicts. To the extent there is any conflict between the terms of thisAgreement and (i) any stock option agreement or Share award agreement respecting acceleration,vesting or exercisability of stock options or Shares during Executive’s employment or thereafter or(ii) any other agreement, plan or document to which Executive and GTECH are parties or that governsany benefits received by Executive, the provisions of this Agreement or those such agreements,plans or documents that are more beneficial to Executive shall prevail and supersede anyconflicting provisions.     **15. ****Section 409A**. To the extent applicable, it is intended that this Agreement complywith the provisions of Section 409A of the Code, and this Agreement shall be construed and appliedin a manner 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.     **16. .****Consummation of Merger**. Notwithstanding anything else in this Agreement to thecontrary, no provision of this Agreement shall be effective until following the consummation of theMerger. In the event that the Merger is cancelled prior to its consummation, this Agreement shallbe deemed null and void.(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:                    CORNELIA LAVERTY O’CONNOR         **Witness:**                                                                                                                                                                     Address: 50 Park Row West, #204      Providence, RI 02903  
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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 yearprovided that if Executive is eligible for “Retirement” as defined in Section 1, Executive shall beentitled to a paid vacation of five weeks per year.     2. Life Insurance. Executive shall receive life insurance coverage in accordance withGTECH’s policy in a manner comparable to Senior Executives.     3. Medical. During the Term, the cost of Executive’s annual physical examination shallbe borne by GTECH. In addition, GTECH shall provide Executive and her Family with medical insurancein a manner comparable to Senior Executives as may be modified from time to time and on thefollowing additional terms:          (a) Such medical insurance shall be provided to Executive and her Family during the Term andsuch medical insurance shall continue to be provided to Executive and her 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 her own cost in GTECH’s retirement health plan provided shesatisfies 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 $70,000annual contribution to Executive for each year of the Term, payable annually no later than January15 of the following year.     5. 401(k) Plan. Executive shall be entitled to participate in GTECH’s 401(k) orsimilar retirement plan in a manner similar to other Senior Executives.     6. Executive Tax Preparation. Executive shall be entitled to tax preparation andfinancial planning 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 benecessary for performance of Executive’s responsibilities hereunder, GTECH shall provide Executivewith Italian language training.
 

 
**APPENDIX B****Investment Control Agreement**