Exhibit 10.14


 


SCIENTIFIC
GAMES CORPORATION


 


ELECTIVE DEFERRED COMPENSATION PLAN


 


Executive Deferred
Compensation Plan


and


Non-Employee
Directors Deferred Compensation Plan


 


(effective January 1, 2005, as amended and restated effective January 1,
2009)


 


 

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  I

  	
  INTRODUCTION

  	
  1

  
	
  1.1

  	
  Purpose; Prior Plan

  	
  1

  
	
  1.2

  	
  New Plan Effective January 1, 2005

  	
  1

  
	
  1.3

  	
  Construction

  	
  1

  
	
  1.4

  	
  Separate Plans for Executives and Non-Employee
  Directors

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
  DEFINITIONS

  	
  2

  
	
  2.1

  	
  Account

  	
  2

  
	
  2.2

  	
  Change in Control Event

  	
  2

  
	
  2.3

  	
  Code

  	
  3

  
	
  2.4

  	
  Company

  	
  3

  
	
  2.5

  	
  Compensation

  	
  3

  
	
  2.6

  	
  Disability

  	
  3

  
	
  2.7

  	
  Election Form

  	
  4

  
	
  2.8

  	
  Elective Deferral

  	
  4

  
	
  2.9

  	
  Eligible Individual

  	
  4

  
	
  2.10

  	
  Employer

  	
  4

  
	
  2.11

  	
  Employment

  	
  4

  
	
  2.12

  	
  ERISA

  	
  4

  
	
  2.13

  	
  Investment Vehicle

  	
  4

  
	
  2.14

  	
  Participant

  	
  4

  
	
  2.15

  	
  Performance Bonus

  	
  4

  
	
  2.16

  	
  Plan

  	
  4

  
	
  2.17

  	
  Plan Administrator

  	
  4

  
	
  2.18

  	
  Regulations

  	
  4

  
	
  2.19

  	
  Separation from Service

  	
  5

  
	
  2.20

  	
  Specified Distribution Date

  	
  5

  
	
  2.21

  	
  Specified Employee

  	
  6

  
	
  2.22

  	
  Subsidiary

  	
  6

  
	
  2.23

  	
  Subsidiary Change in Control Event

  	
  6

  
	
  2.24

  	
  Trust

  	
  6

  
	
  2.25

  	
  Trustee

  	
  6

  
	
  2.26

  	
  Unforeseeable Emergency

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  PARTICIPATION

  	
  6

  
	
  3.1

  	
  Eligible Individuals

  	
  6

  
	
  3.2

  	
  Commencement of Participation

  	
  7

  
	
  3.3

  	
  Continued Participation

  	
  7

  



 

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
  DEFERRAL ELECTIONS

  	
  8

  
	
  4.1

  	
  Deferrals of Salary

  	
  8

  
	
  4.2

  	
  Deferrals of Cash Bonuses

  	
  8

  
	
  4.3

  	
  Deferrals of Director’s Compensation

  	
  8

  
	
  4.4

  	
  New Mid-Year Eligibles

  	
  8

  
	
  4.5

  	
  New Outside Directors

  	
  9

  
	
  4.6

  	
  Mechanics of Deferral

  	
  9

  
	
  4.7

  	
  Irrevocability

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
  ACCOUNTS

  	
  9

  
	
  5.1

  	
  Accounts

  	
  9

  
	
  5.2

  	
  Deemed Investment of Accounts

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
  VESTING

  	
  10

  
	
  6.1

  	
  General

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  DISTRIBUTION EVENTS

  	
  10

  
	
  7.1

  	
  Specified Distribution Date

  	
  10

  
	
  7.2

  	
  Separation from Service

  	
  11

  
	
  7.3

  	
  Change in Control Event

  	
  11

  
	
  7.4

  	
  Disability

  	
  11

  
	
  7.5

  	
  Death

  	
  11

  
	
  7.6

  	
  Beneficiaries

  	
  11

  
	
  7.7

  	
  Unforeseeable Emergency

  	
  12

  
	
  7.8

  	
  Medium of Distribution

  	
  13

  
	
  7.9

  	
  Actual Payment Date

  	
  13

  
	
  7.10

  	
  Taxes

  	
  13

  
	
  7.11

  	
  Acceleration generally prohibited

  	
  13

  
	
  7.12

  	
  Delay under Section 162(m)

  	
  13

  
	
  7.13

  	
  Delays to comply with Securities and other Laws

  	
  14

  
	
  7.14

  	
  Transition Rule Elections

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
  PLAN ADMINISTRATOR

  	
  14

  
	
  8.1

  	
  Plan Administration and Interpretation

  	
  14

  
	
  8.2

  	
  Powers, Duties, Procedures, Etc.

  	
  15

  
	
  8.3

  	
  Information

  	
  15

  
	
  8.4

  	
  Indemnification of Plan Administrator

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
  AMENDMENT AND TERMINATION

  	
  15

  
	
  9.1

  	
  Amendments

  	
  15

  
	
  9.2

  	
  Termination of Plan

  	
  15

  



 


ii

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  9.3

  	
  Existing Rights

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  X

  	
  MISCELLANEOUS

  	
  16

  
	
  10.1

  	
  No Funding

  	
  16

  
	
  10.2

  	
  Non-Assignability

  	
  16

  
	
  10.3

  	
  Limitation of Participants’ Rights

  	
  16

  
	
  10.4

  	
  Participants Bound

  	
  17

  
	
  10.5

  	
  Release

  	
  17

  
	
  10.6

  	
  Administrative Processing Considerations

  	
  17

  
	
  10.7

  	
  Correction of Error

  	
  17

  
	
  10.8

  	
  Governing Law

  	
  18

  
	
  10.9

  	
  Headings and Subheadings

  	
  18

  



 


iii

















 


SCIENTIFIC GAMES CORPORATION


ELECTIVE DEFERRED COMPENSATION PLAN


Executive Deferred
Compensation Plan


and


Non-Employee
Directors Deferred Compensation Plan


(effective January 1, 2005, as amended and restated effective January 1,
2009)


 


The
Scientific Games Corporation Elective Deferred Compensation Plan established as
of January 1, 2005 (the “Plan”) is hereby amended and restated in its
entirety to read as follows, effective as of January 1, 2009, except as
otherwise provided.


 


ARTICLE
I

INTRODUCTION


 


1.1          Purpose; Prior
Plan


 


Effective October 8,
1998, Scientific Games Corporation (prior to April 27, 2001, Autotote
Corporation) adopted the Scientific Games Corporation Key Executive Deferred
Compensation Plan (the “Prior Plan”) to provide a means by which eligible
individuals may elect to defer receipt of designated percentages or amounts of
their bonuses, and later, pursuant to amendment effective as of December 11,
2001, to make salary deferrals.  The
Prior Plan as so amended shall continue to be administered in accordance with
the terms in effect on October 3, 2004, but shall be limited in its
application to benefits attributable to deferrals of salary for 2004 or prior
years and bonuses payable for 2004 or prior years (all of which were earned and
vested on December 31, 2004) under the terms of the Company’s Management
Incentive Compensation Program and Compensation Committee action taken
thereunder.


 


1.2          New Plan
Effective January 1, 2005


 


Effective January 1,
2005, this Plan, which shall be known as the Scientific Games Corporation
Elective Deferred Compensation Plan, was adopted to provide benefits
substantially similar to those provided under the Prior Plan on terms modified
to comply with Section 409A
of the Internal Revenue Code of 1986, as amended (“Section 409A”) and regulations
and other guidance thereunder. 
Effective January 1, 2009, this amendment and restatement of the
Plan was adopted in order to comply with the final regulations under Section 409A
(the “Regulations”).


 


1.3          Construction


 


This
Plan shall be administered and interpreted in accordance with Section 409A
and the Regulations.  Accordingly, no
provision hereof shall be construed in any manner that would violate Section 409A
or the Regulations.  In addition, to the
maximum extent permitted by applicable law, no provision of the Plan
inconsistent with Section 409A or the Regulations shall be valid or given
any effect whatever.


 


1

















 


1.4          Separate Plans for
Executives and Non-Employee Directors


 


For purposes of ERISA and Section 409A, the Plan
as set forth in this instrument consists of two separate plans, one for
eligible key employees (the “Executive Deferred Compensation Plan”), and one
for non-employee directors (the “Non-Employee Directors Deferred Compensation
Plan”), each governed by those Plan terms which either apply without
distinction to both eligible employees and non-employee directors or apply
specifically to that particular plan.  The Plan with respect to eligible employees
is intended to be a plan that is “unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees” within the meaning of sections
201(2) and 301(a)(3) of ERISA, and shall be interpreted and
administered to the extent possible in a manner consistent with that intent.


 


1.5          Coordination with CEO
Employment Agreement.


 


Notwithstanding
any other provision of the Plan, the entire benefit accrued and vested under
the Prior Plan as of December 31, 2004 by the Participant serving as Chief
Executive Officer of the Company as of January 1, 2006, pursuant to an
employment agreement with the Company effective as of such date, shall be
payable solely under this Plan (and no portion thereof shall be payable under
the Prior Plan), and the date(s) of payment thereof, other than by reason
of Disability or death, shall be the specified dates of payment (within the
meaning of Section 409A) set forth in the amendment to such employment
agreement executed on May 12, 2008.


 


ARTICLE
II

DEFINITIONS


 


Wherever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:


 


2.1          Account means, for
each Participant, an account maintained on the books and records of the Company
(including participating Subsidiary Employers) and the Trust (if applicable)
that is established for his or her benefit under Section 5.1.


 


2.2          Change in Control Event means
the occurrence of any of the following:


 


(a) any “person”
as defined in section 3(a)(9) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and as used in sections 13(d) and 14(d) thereof,
including a “group” as defined in section 13(d) of the Exchange Act but
excluding the Company and any subsidiary and any employee benefit plan
sponsored or maintained by the Company or any subsidiary (including any trustee
of such plan acting as trustee), directly or indirectly, becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act) of securities of
the Company representing at least 40% of the combined voting power of the
Company’s then outstanding securities;


 


(b) the
stockholders of the Company approve a merger, consolidation, recapitalization
or reorganization of the Company, or the consummation of any such transactions
if stockholder 


 


2

















 


approval is not obtained,
other than any such transaction which would result in at least 60% of the total
voting power represented by the voting securities of the Company or the
surviving entity outstanding immediately prior to such transaction being
beneficially owned by persons who together beneficially owned at least 80% of
the combined voting power of the securities of the Company outstanding
immediately prior to such transaction; provided that,
for purposes of this paragraph (b), such continuity of ownership (and
preservation of relative voting power) shall be deemed to be satisfied if the
failure to meet such 60% threshold is due solely to the acquisition of voting
securities by an employee benefit plan of the Company or such surviving entity;


 


(c) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the its assets (or any transaction having a similar
effect); or


 


(d) during
any period of two consecutive years, individuals who at the beginning of such
period constitute the Board of Directors of the Company (the “Board”), together
with any new director (other than a director designated by a person who has
entered into an agreement with the Company to effect a transaction described in
paragraph (a), (b), or (c) of this Section) whose election by the Board or
nomination for election by the Company’s stockholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election of nomination for
election was previously so approved (the “Continuing Directors”), cease for any
reason to constitute a majority of the Board;


 


provided that in any such
case, such occurrence constitutes a change in control event as defined in the
Regulations.


 


2.3          Code means the
Internal Revenue Code of 1986, as amended from time to time.   Reference to any section or subsection of
the Code includes reference to any comparable or succeeding provisions of any
legislation that amends, supplements or replaces such section or subsection.


 


2.4          Company means
Scientific Games Corporation, a Delaware corporation, and any successor to all
or a major portion of the Company’s assets or business that assumes the
obligations of the Company.


 


2.5          Compensation means (a) for
an employee, salary and bonuses eligible for deferral under Article IV,
and (b) for a non-employee director, fees, retainers, and other cash
compensation for services as such a director. 
The Plan Administrator may limit the Compensation an Eligible Individual
may defer for any calendar year by action taken no later than the December 31
immediately preceding such calendar year, and shall advise the affected
Eligible Individual of any such limitation.


 


2.6          Disability means any
medically determinable physical or mental impairment which can be expected to
result in death or to last for a continuous period of not less than twelve (12)
months, which renders the Participant unable to engage in any substantial
gainful activity or by reason of which the Participant receives income
replacement benefits for a period of not less than


 


3

















 


three months under
an accident and health plan of the Employer. 
Notwithstanding the foregoing, a determination of total disability by
the Social Security Administration shall be conclusive proof of Disability.


 


2.7          Election Form means
a deferral election form prescribed by the Plan Administrator.


 


2.8          Elective
Deferral means the portion of Compensation that is deferred by a
Participant under Article IV.


 


2.9          Eligible
Individual means an employee of an Employer, or non-employee
director of the Company, who satisfies the criteria established in Article III.


 


2.10        Employer shall mean the Company and any
Subsidiary which has adopted the Plan with the
approval of the Company, subject to such terms and conditions as may be imposed
by the Company upon the participation in the Plan of such adopting Subsidiary.


 


2.11        “Employment”
and similar terms (without regard to capitalization) shall, in the case of an
eligible employee, mean service for the Company or a Subsidiary prior to
Separation from Service, and in the case of a non-employee director, mean
service for the Company as such director prior to Separation from Service.


 


2.12        ERISA
means the Employee Retirement Income Security Act of 1974, as amended from time
to time.  Reference to any section or
subsection of ERISA includes reference to any comparable or succeeding
provisions of any legislation that amends, supplements or replaces such section
or subsection.


 


2.13        Investment
Vehicle means a theoretical investment made available under the Plan
by the Plan Administrator from time to time in which a Participant’s Account
may be deemed to be invested in accordance with Section 5.2 hereof in
order to measure the value of the Account.


 


2.14        Participant
means any Eligible Individual who participates in the Plan in accordance with Article III.


 


2.15        Performance
Bonus means a bonus for a calendar year that the Plan Administrator
determines qualifies as performance-based compensation under the Regulations,
so that the deadline for making an election to defer the bonus may be up to June 30
of such calendar year, rather than December 31 of the prior year.


 


2.16        Plan
means this Scientific Games Corporation Elective Deferred Compensation Plan,
effective as of January 1, 2005 and restated effective January 1,
2009, as it may be from time to time amended, and comprising the Executive
Deferred Compensation Plan and the Non-Employee Directors Deferred Compensation
Plan (as set forth in Section 1.4).


 


2.17        Plan
Administrator means the person, persons or entity designated by the
Company to administer the Plan and to serve as the agent for the Company with
respect to the Trust as contemplated by the agreement establishing the Trust.


 


2.18        Regulations
mean regulations and other guidance issued by the Treasury or Internal


 


4

















 


Revenue Service
under Section 409A. References to a specific section of the Regulations
shall refer to such provision as from time to time in effect or any applicable
successor section.


 


2.19        Separation from Service
means (a) with respect to a Participant other than a non-employee
director, separation from service within the meaning of the Regulations, other than
by reason of death, determined by reference to the presumptive rule of
Treasury Reg. § 1.409A-1(h)(l) (under which a reasonable expectation
of a permanent reduction in the level of services to no more than 20% of the
average level during the prior 36-month or other applicable period is presumed
to result in a separation from service), and (b) with respect to a
non-employee director, separation from service as such a director if the
Participant thereafter neither performs or is expected to perform services for
the Company or any Subsidiary as an independent contractor (or, if the
Participant continues or is expected to perform services as such an independent
contractor, separation from service within the meaning of the applicable
provisions of Treasury Reg. § 1.409A-1(h)).  For purposes of the foregoing,


 


(a)           Controlled
Group.  Whether a separation of
service occurs shall be determined in each case by treating the Company and all
Subsidiaries as single Employer.


 


(b)           Sale
of Subsidiary.  In the event of a
Subsidiary Change in Control Event, distribution shall be made to each
Participant who continues to be employed by the affected Subsidiary immediately
following such event (and who had not previously incurred a Separation from
Service) as if the Participant had thereupon incurred Separation from Service,
except that no six-month delay shall be required pursuant to Section 7.2(a).


 


(c)           Leaves,
etc.  A Participant’s employment
relationship shall be treated as continuing while he or she is on military
leave, sick leave, or other bona fide leave of absence (such as temporary
employment by the government) if the period of such leave does not exceed six
months, or if longer, so long as the Participant’s right to reemployment with
the Employer is provided either by statute or by contract.  If the period of leave exceeds six months and
the Participant’s right to reemployment is not provided either by statute or by
contract, the employment relationship is deemed to terminate immediately
following such six-month period.


 


(d)           Sale
of a division or other substantial assets. 
Notwithstanding the first paragraph of this Section 2.19, a
separation from service shall not occur for purposes of this Plan to the extent
that the Committee determines otherwise in accordance with Treasury Reg.
§ 1.409A-1(h)(4).


 


2.20        Specified Distribution
Date means, with respect to each Elective Deferral (as adjusted for
earnings and losses), the later of:


 


(a)           the
date selected by the Participant prior to the last day prescribed for an
initial deferral election with regard thereto under Section 4.1 – 4.5, as
applicable, which shall (i) be at least three years after the close of the
calendar year in which the amount so deferred was earned or, in the case of
salary deferrals, was otherwise payable (or, if applicable, complies with such
other minimum period of deferral as the Plan Administrator may prescribe), and (ii) be
January 2, in the case of salary deferrals for the calendar years 2005
through 2008, and February 28 for salary deferrals for all subsequent
years and for all bonus deferrals;


 


5

















 


(b)           any
later date elected by the Participant under Section 7.1(b).


 


2.21        Specified Employee
means “specified employee” as determined pursuant to procedures adopted by the
Company in accordance with the Regulations for purposes of its nonqualified
deferred compensation plans subject to Section 409A.


 


2.22        Subsidiary means a
subsidiary or affiliate that is a member of the same controlled group as the
Company within the meaning of section 414(b) or (c) of the Code.


 


2.23        Subsidiary Change in
Control Event means a change in control event with respect to a Subsidiary
within the meaning of the Regulations, pursuant to which the Company ceases to
have direct or indirect ownership of at least fifty-one percent (51%) of the
value of the total equity or total combined voting power in respect of the
Subsidiary.


 


2.24        Trust means a domestic
grantor trust within the meaning of section 671 of the Code that is established
by the Company to assist the Employers in meeting their obligations under the
Plan and that identifies the Plan as a plan with respect to which assets are to
be held by the Trustee.   At no time
shall any assets of the Trust be held or located outside of the United States,
and such Trust shall at all times comply with the requirements of Section 409A(b) of
the Code.


 


2.25        Trustee means the
trustee or trustees of the Trust.


 


2.26        Unforeseeable Emergency
shall mean a severe financial hardship of the Participant resulting from an
illness or accident of the Participant or the Participant’s spouse or dependent
(as defined in section 152 of the Code without regard to section 152(b)(1), (b)(2) and
(d)(1)(B)); loss of the Participant’s property due to casualty (including the
need to rebuild a home following damage to a home not otherwise covered by
insurance, for example, as a result of a natural disaster); or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant or his spouse or dependent as determined
in accordance with Treasury Regulation § 1.409A-3(i)(3) (and which
shall not include purchase of a home or the payment of tuition).  Whether a Participant is faced with an
unforeseeable emergency permitting a distribution under this paragraph is to be
determined by the Committee based on the relevant facts and circumstance, but,
in any case, a distribution on account of unforeseeable emergency may not be
made to the extent that such emergency is or may be relieved through
reimbursement or compensation from insurance or otherwise, by liquidation of
the Participant’s assets, to the extent the liquidation of such assets would
not cause severe financial hardship, or by cessation of deferrals under the
Plan.


 


ARTICLE
III

PARTICIPATION


 


3.1          Eligible Individuals


 


The following categories of
individuals are eligible to participate in the Plan for a particular calendar
year:


 


(a)           Each
employee who has been designated as a participant under Tiers I through V 


 


6

















 


of the Company’s
Management Incentive Compensation Plan, and any other employee whom the Company
may designate from within
a select group of management or highly compensated employees described in Section 1.4,
and


 


(b)           Each
non-employee member of the Board of Directors of the Company.


 


3.2          Commencement of
Participation


 


Any Eligible Individual who
elects to defer part of his or her Compensation in accordance with Article IV
shall become a Participant in the Plan as of the date such election becomes
irrevocable in accordance with Article IV.


 


3.3          Continued Participation


 


A
Participant in the Plan shall continue to be a Participant so long as any
amount remains credited to his or her Account.


 


7

















 


ARTICLE
IV

DEFERRAL ELECTIONS


 


4.1          Deferrals of
Salary


 


An employee who is an
Eligible Individual may elect to defer a specified percentage, not to exceed
50%, of his or her base salary payable for a calendar year by completing an
Election Form and filing it with the Plan Administrator not later than the
last day of preceding calendar year or such earlier deadline as the Plan
Administrator may prescribe.


 


4.2          Deferrals of
Cash Bonuses


 


An employee who is an
Eligible Individual may elect to defer up to 100% of his cash bonus under the
Company’s Management Incentive Compensation Program (and/or any other bonus
program designated by the Company for inclusion in the Plan) calculated with reference to a particular
calendar year (or identifiable portion thereof) by completing an Election Form and
filing it with the Plan Administrator (a) not later than the last day of
the preceding calendar year or such earlier deadline as the Plan Administrator
may prescribe, or (b) if such annual bonus constitutes a Performance Bonus
and the Plan Administrator so permits, not later than June 30 of the
calendar year in respect of which such bonus is payable.


 


4.3          Deferrals of
Director’s Compensation


 


A non-employee
director may elect to defer up to 100% of his or her annual retainer, fees for
attendance at Board or committee meetings, and other cash compensation with
respect to services performed as such a director in any calendar year, by
completing an Election Form and filing it with the Plan Administrator not
later than the last day of the preceding calendar year or such earlier deadline
as the Plan Administrator may prescribe.


 


4.4          New Mid-Year
Eligibles


 


An employee who first
becomes an Eligible Individual as of a date other than the first day of
calendar year, and who was not previously eligible to participate in the Plan
(or Prior Plan) or any other elective account balance nonqualified deferred
compensation plan (a “Similar Plan”) in his or her capacity as an employee of
the Company or any Subsidiary, may elect, by completing an Election Form and
filing it with the Plan Administrator within thirty (30) days after such date,
to defer up to 50% of his or her salary for pay periods in such calendar year
beginning after the date of such election, and up to 100% of his or her cash
bonus for such year under the Company’s Management Incentive Compensation
Program (and/or any other bonus program designated by the Company for
inclusion in the Plan) and
allocable on a prorata basis to the portion of such year following the date of
his or her deferral.  The Plan
Administrator may, in its discretion, extend the application of this Section 4.4
to one or more employees who were formerly eligible to participate in the Plan
or a Similar Plan as an eligible employee but who ceased to be so eligible and
who may be treated as newly eligible employees under Treasury Reg.
§ 1.409A-2(a)(7).


 


8














 


4.5          New Outside Directors


 


A newly elected non-employee director who was not previously eligible
to participate in the Plan by reason of any prior service as a non-employee
director, or in any other elective account balance nonqualified deferred
compensation plan of the Company or any Subsidiary in the capacity of either a
non-employee director or independent contractor (a “Comparable Plan”), may
elect, by completing an Election Form and filing it with the Plan
Administrator within thirty (30) days after becoming such a director, to defer
up to 100% of the retainer, fees and other cash compensation payable in respect
of services performed as a director during the year of such election and
following the date of his or her deferral election.  The Plan Administrator may, in its
discretion, extend the application of this Section 4.5 to an individual
who was formerly eligible to participate in the Plan as a non-employee director
or a Comparable Plan but who ceased to be so eligible and who may be treated as
newly eligible individual under Treasury Reg. § 1.409A-2(a)(7).


 


4.6          Mechanics of Deferral


 


A Participant’s Compensation shall be reduced
in accordance with the Participant’s election hereunder, and amounts deferred
hereunder shall be paid by the Employer to the Trust as soon as
administratively feasible after such reduction and credited to the
Participant’s Account as of the date of payment thereof.


 


4.7          Irrevocability


 


A Participant’s deferral election under this
Article IV shall be irrevocable after the last date prescribed hereunder
for the making of such election; provided, however, that such election may be
revoked if necessary in order to permit a hardship withdrawal of section
401(k) contributions under the Scientific Games 401(k) Plan (or any
similar plan of the Company or any Subsidiary) prior to age 59-1/2, or in the
event of an Unforeseeable Emergency permitting distribution under
Section 7.7 hereof.  Prior to such
date, revocation shall be permitted to the extent (if any) that the Plan
Administrator may prescribe.


 


ARTICLE
V


ACCOUNTS


 


5.1          Accounts


 


The Plan Administrator shall establish an
Account for each Participant reflecting the Participant’s Elective Deferrals,
together with any adjustments for income, gain or loss (determined in
accordance with Section 5.2(a)) and any payments from the Account.  The Plan Administrator shall establish
sub-accounts for each Participant as may be necessary or desirable for the
proper administration of the Plan.  The
Plan Administrator shall provide each Participant with a periodic statement of
his or her Account reflecting the income, gains and losses (realized and
unrealized), amounts of deferrals, and distributions of such Account since the
prior statement.


 


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5.2          Deemed Investment of Accounts


 


(a)           Adjustment of Accounts.  The amount of each Participant’s Elective
Deferral for a calendar year shall be credited to the Participant’s Account as
provided in Section 4.6.  The
Account shall be adjusted from time to time to reflect (i) subsequent
years’ deferrals, if any, and (ii) gains (or losses) determined as if the
Account were invested in one or more Investment Vehicles selected by the
Participant.  The Plan Administrator may
adopt such rules and administrative practices as it shall deem necessary
or appropriate in connection with a Participant’s right to select Investment
Vehicles hereunder including restrictions on the timing or frequency of such
elections, and all such Investment Vehicle selections shall be made in such
form as may be required by the Plan Administrator from time to time.


 


(b)           Investment of Trust Assets.  The assets of the Trust shall be invested in
such investments (which may, but are not required to be, the Investment
Vehicles) as the Trustee shall be directed by the Plan Administrator.  Without limiting the generality of the
foregoing, the Plan Administrator may, in its discretion, determine to invest
Trust assets in such manner as shall minimize the risk that assets of the Trust
shall be insufficient to meet the Employers’ obligations with respect to the
Plan and in furtherance thereof may (but shall be under no obligation to)
direct the Trustee to invest Trust assets to the maximum extent possible in
investments that reflect the Participant selections of the Investment Vehicles
to be the basis for the adjustment of their Accounts under Section 5.2(a).


 


ARTICLE
VI


VESTING


 


6.1          General


 


Without
limitation on Section 10.1, each Participant shall be immediately vested
in, i.e., shall have a nonforfeitable right
to, the balance in the Participant’s Account, to be payable at the time and in
the manner provided hereunder.


 


ARTICLE
VII


DISTRIBUTION
EVENTS


 


7.1          Specified Distribution Date


 


(a)           Time of Distribution.  Unless sooner distributed by reason of an intervening
distribution event under the Plan, a Participant shall receive a distribution
of the portion of his or her Account attributable to each Elective Deferral on
the Specified Distribution Date for such Elective Deferral.


 


(b)           Extension of Distribution Date.  To the extent permitted by the Plan
Administrator, each Participant who is employed by the Employer shall be
entitled to elect a new, later Specified Distribution Date with respect to the
amounts credited to the Participant’s Account with respect to an Elective
Deferral.  Any such election shall be
made on the Election Form prescribed by the Plan Administrator and shall
be delivered to the Plan Administrator no 


 


10

















 


later than one year prior to the Participant’s
previous Specified Distribution Date in respect of such Elective Deferral.  In addition, the new Specified Distribution
Date must be no earlier than five years after the Specified Distribution Date
previously in effect and shall be February 28 of the calendar year to
which payment is further deferred.


 


7.2          Separation from Service


 


In the event of a Participant’s Separation
from Service, the Participant shall receive a distribution of his or her entire
Account balance in a single lump sum –


 


(a)           If the Participant is a Specified Employee, on the first
day following the expiration of six months from the date of such Separation
from Service, and


 


(b)           If the Participant is not a Specified Employee, on the
thirtieth (30th)
day following the date of such Separation from Service


 


7.3          Change in Control Event


 


Upon a Change in Control Event with respect
to the Company, each Participant shall be paid his or her entire Account
balance in a single lump sum on the thirtieth (30th day) following the date of .such Change in
Control Event.


 


7.4          Disability


 


In
the event of a Participant’s Disability, the Participant shall receive a
distribution of his or her entire Account Balance in a single lump sum on the
thirtieth (30th) day following the occurrence of such Disability.


 


7.5          Death


 


If
a Participant dies prior to the complete distribution of his or her Account,
the balance of the Account shall be paid in a single lump sum on the fortieth
(40th)
day following the date of death to the Participant’s designated beneficiary or
beneficiaries in effect on the date of the Participant’s death.


 


7.6          Beneficiaries


 


(a)           Beneficiary Designation Form.  Any designation of a beneficiary shall be
made by the Participant on (and only on) a form prescribed by the Plan
Administrator (“Beneficiary Designation Form”) and filed with the Plan
Administrator, and may be changed by the Participant at any time by filing
another Beneficiary Designation Form containing the revised
instructions.  Without limiting the
generality of the foregoing, the Plan Administrator may, in its discretion,
prescribe a single Beneficiary Designation Form for both the Prior Plan
and this Plan and require that the same beneficiary designation govern at all
times under both Plans.


 


(b)           Failure to Designate.  If no beneficiary is designated or no
designated beneficiary 


 


11

















 


survives the Participant, payment shall be
made to the Participant’s surviving spouse, or, if none, to his or her issue per stirpes, in a single payment.  If no spouse or issue survives the
Participant, payment shall be made in a single lump sum to the representative
of the Participant’s estate.  No payment
shall be made to the representative of a Participant’s estate until the Plan
Administrator has been furnished with such evidence as it shall deem necessary
or appropriate to establish the validity of the payment.


 


(c)           Proper Beneficiary. 
If the Plan Administrator has any doubt as to the proper Beneficiary to
receive payments hereunder, the Plan Administrator shall have the right to
withhold such payments until the matter is finally adjudicated.  However, any payment made by the Plan
Administrator, in good faith and in accordance with this Plan, shall fully discharge
the Company and any other applicable Employer from all further obligations with
respect to that payment.


 


(d)           Prior Plan Designations.  Notwithstanding anything in
Section 7.6(a) or (b) to the contrary, in the event that a
Member was a member of the Prior Plan on or before December 31, 2004
(whether or not he is entitled to benefits under the Prior Plan as a result of
the amendment and freeze thereof effective December 31, 2004) and had a
beneficiary designation in effect under Section 7.4 of such Plan in effect
on December 31, 2004, the beneficiary or beneficiaries so designated shall
be the Member’s Beneficiary under this Plan unless and until the Member shall
designate another Beneficiary in accordance with Section 7.6(a).


 


(e)           Minor or Incompetent Beneficiary.  In making any payments to or for the benefit
of any minor or an incompetent Beneficiary, the Plan Administrator, in its sole
and absolute discretion, may, but need not, make a payment to a legal or
natural guardian or other relative of a minor or court appointed committee of
such incompetent.  Alternatively, it may
make a payment to any adult with whom the minor or incompetent temporarily or
permanently resides.  The receipt by a
guardian, committee, relative or other person shall be a complete discharge to
the Company and each other Employer. 
Neither the Company or any Employer, nor the Plan Administrator, shall
have any responsibility to see to the proper application of any payments so
made.


 


7.7          Unforeseeable Emergency


 


If
a Participant suffers an Unforeseeable Emergency, the Plan Administrator, in
its sole discretion, may pay to the Participant only that portion, if any, of
the Participant’s Account that the Plan Administrator determines in accordance
with the Regulations is necessary to satisfy the emergency need, including any
amounts necessary to pay any Federal, State or local income taxes reasonably
anticipated to result from the distribution, after taking into account the
extent to which such hardship is or may be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the Participant’s
assets (to the extent the liquidation of such assets would not itself cause
severe financial hardship) or by cessation of deferrals under the Plan or any
similar plan. A Participant requesting an emergency payment shall apply for the
payment in writing in a form approved by the Plan Administrator and shall
provide such additional information as the Plan Administrator may require.


 


12

















 


7.8          Medium of Distribution


 


Each
distribution hereunder shall be made in cash and/or in kind as determined by
the Plan Administrator.


 


7.9          Actual Payment Date


 


The
provisions hereof for payment on a particular date shall be construed and may
be applied as the Plan Administrator (including the Plan recordkeeper) deems
necessary or advisable (taking into account the purpose of the Plan) and in
accordance with the Regulations, including without limitation Treasury Reg.
§ 1.409A-3(d), without liability to any Participant or Beneficiary by
reason thereof.


 


7.10        Taxes


 


All
federal, state or local taxes that the Plan Administrator determines are
required to be withheld in respect of any Elective Deferrals hereunder or from
any payments made pursuant to this Article VII shall be withheld from
amounts payable hereunder or from any other amounts payable to a Participant.


 


7.11      Acceleration generally prohibited


 


No
acceleration of payments under the Plan shall be permitted except as authorized
by the Regulations and approved by the Plan Administrator in its discretion
consistent with such Regulations. Without limiting the generality of the
foregoing:


 


(a)           Ethics or Conflict of Interest Requirements.  Distribution may be accelerated as may be
necessary to comply with ethics or conflict of interest requirements in
accordance with Treasury Reg. § 1.409A-3(j)(4)(iii).


 


(b)           Payment of employment taxes.  Distribution may be accelerated in order to
pay (i) the Federal Insurance Contributions Act (FICA) tax imposed under
section 3101, section 3121(a) and section 3121(v)(2) of the
Code on deferrals under the Plan (the “FICA Amount”), (ii) Federal, state,
local or foreign wage withholding taxes on the FICA Amount, and
(iii) additional wage withholding taxes attributable to the pyramiding of
wages subject to withholding and taxes. Acceleration shall be permitted under
this paragraph (b) only to the extent that the Plan Administrator
determines that such tax obligations cannot be readily met from other sources,
and the total payment under this paragraph (b) shall not exceed the
aggregate of the FICA Amount and related income tax withholding.


 


7.12      Delay under Section 162(m)


 


A payment under the Plan may
be delayed to the extent that the Company reasonably anticipates that if the
payment were made as scheduled, the Employer’s deduction with respect to such 


 


13

















 


payment would not be
permitted by reason of section 162(m) of the Code, provided that the
payment is made either (a) during the Employer’s first taxable year in
which it is reasonably anticipated that the deduction of such payment will not
be barred by section 162(m) or (b) during the period beginning with
the date of the Participant’s Separation from Service and ending on the later
of the last day of the taxable year of the Employer in which the Participant
separates from service or the 15th day of the third month following such
Separation from Service, and all similarly situated Participants are treated on
a reasonably consistent basis, and provided further that where any scheduled
payment to a specific Participant in a taxable year is delayed in accordance
with this Section 7.12, the delay in payment will be treated as a
subsequent deferral election unless all scheduled payments to that Participant that
could be delayed under this Section 7.12 are also delayed.  Where the payment is delayed to a date on or
after Separation from Service, the payment will be considered a payment upon a
Separation from Service for purposes of the Plan, including for purposes of
Section 7.2(b).  No election may be
provided to the Participant with respect to the timing of the payment under
this Section 7.12.  The balance
credited to each of the Participant’s Accounts shall continue to be adjusted
pursuant to Section 5.2 during the period of any delay in payment under
this Section 7.12, including any delay during the period where the Company
or the Plan Administrator is determining whether such a delay is necessary or
appropriate, up to the last day of the month immediately preceding the date of
payment.


 


7.13        Delays to comply with Securities and other Laws


 


Payment may be delayed as the Company or the
Plan Administrator may determine to be necessary or advisable in order to
comply with Federal securities or other applicable laws or as otherwise
authorized by applicable with the Regulations, including Treas.
Reg.§ 1.409A-2(b)(7).  The balance
credited to each of the Participant’s Accounts shall continue to be adjusted
pursuant to Section 5.2 during the period of any delay in payment under
this Section 7.12, including any delay during the period where the Company
or the Plan Administrator is determining whether such a delay is necessary or
appropriate.


 


7.14        Transition Rule Elections


 


Participants may elect at any time during the
period through December 31, 2006 to change the time of payment of any
Elective Deferral to any other time of payment permitted at the time of the
initial deferral election with respect thereto, provided that no such election
made after December 31, 2005 may apply to amounts otherwise payable the
year of such election or accelerate into the year of election amounts otherwise
payable in a future year.


 


ARTICLE
VIII


PLAN
ADMINISTRATOR


 


8.1          Plan Administration and Interpretation


 


The Plan Administrator shall oversee the
administration of the Plan.  The Plan
Administrator shall have complete control and authority to determine the rights
and benefits and all claims, demands and actions arising out of the provisions
of the Plan of any Participant, beneficiary, deceased Participant, or other
person having or claiming to have any interest under the Plan.  The 


 


14

















 


Plan Administrator shall have complete
discretion to interpret the Plan and to decide all matters under the Plan.  Such interpretation and decision shall be
final, conclusive and binding on all Participants and any person claiming under
or through any Participant (in the absence of clear and convincing evidence
that the Plan Administrator acted arbitrarily and capriciously).  Any individual(s) serving as Plan
Administrator who is a Participant will not vote or act on any matter relating
solely to himself or herself.  When
making a determination or calculation, the Plan Administrator shall be entitled
to rely on information furnished by a Participant, a beneficiary, an Employer
or the Trustee.  The Plan Administrator
shall have the responsibility for complying with any reporting and disclosure
requirements of ERISA.


 


8.2          Powers, Duties, Procedures, Etc.


 


The Plan Administrator shall have such powers
and duties, may adopt such rules and tables, may act in accordance with
such procedures, may appoint such officers or agents, may delegate such powers
and duties, may receive such reimbursements and compensation, and shall follow
such claims and appeal procedures with respect to the Plan as it may establish.


 


8.3          Information


 


To enable the Plan Administrator to perform
its functions, the Employers shall supply full and timely information to the
Plan Administrator on all matters relating to the compensation of Participants,
their employment, retirement, death, termination of employment, and such other
pertinent facts as the Plan Administrator may require.


 


8.4          Indemnification of Plan Administrator


 


The
Company agrees to indemnify and to defend to the fullest extent permitted by
law any officer(s) or employee(s) who serve as Plan Administrator
(including any such individual who formerly served as Plan Administrator)
against all liabilities, damages, costs and expenses (including attorneys’ fees
and amounts paid in settlement of any claims approved by the Company)
occasioned by any act or omission to act in connection with the Plan, if such
act or omission is in good faith.


 


ARTICLE
IX


AMENDMENT
AND TERMINATION


 


9.1          Amendments


 


The Company shall have the right to amend the
Plan from time to time on behalf of all Employers, subject to Section 9.3,
by an instrument in writing that has been executed on the Company’s behalf by
its duly authorized officer.


 


9.2          Termination of Plan


 


This Plan is strictly a voluntary undertaking
on the part of the Employers and shall not be deemed to constitute a contract
between any Employer and any Eligible Individual (or any other person) or a
consideration for, or an inducement or condition of employment for, the
performance of the 


 


15

















 


services by any Eligible Individual (or other
person).  The Company reserves the right
to terminate the Plan at any time with respect to any or all Participants,
subject to Section 9.3, by an instrument in writing that has been executed
on the Company’s behalf by its duly authorized officer.  Upon termination, the Company and other
Employers shall continue to maintain the Account of each Participant affected
by such termination and pay benefits hereunder as they become due to such
Participant as if the Plan had not terminated, but no further deferral shall be
available to such Participant for any period after the date of such
termination. Alternatively, the Company may determine in its discretion to
distribute the remaining balance in the Accounts of all Participants and
beneficiaries to the extent authorized by Treasury Reg. § 1.409A-3(j)(ix).


 


9.3          Existing Rights


 


No
amendment or modification to, or termination of, the Plan shall be effective to
the extent that it would reduce the value of a Participant’s Account
immediately prior to the amendment, modification or termination, without the
Participant’s prior written consent, nor (to the extent permitted by law) shall
any such amendment or other action be valid or given any effect whatever if and
to the extent it is inconsistent with Section 409A or the Regulations.


 


ARTICLE
X


MISCELLANEOUS


 


10.1        No Funding


 


The Plan constitutes a mere promise by the
Employers to make payments in accordance with the terms of the Plan, and
Participants and beneficiaries shall have the status of general unsecured
creditors of the Employer.  If a
Participant has deferred Compensation for service with a Subsidiary, such
Subsidiary shall be primarily liable for all obligations under the Plan with
respect thereto and the Company shall be secondarily liable thereafter.  Nothing in the Plan will be construed to give
any employee or any other person rights to any specific assets of the Employer
or of any other person.  In all events,
it is the intent of the Company that the Plan be treated as unfunded for tax
purposes and for purposes of Title I of ERISA.


 


10.2        Non-Assignability


 


None
of the benefits, payments, proceeds or claims of any Participant or beneficiary
shall be subject to any claim of any creditor of any Participant or beneficiary
and, in particular, the same shall not be subject to attachment or garnishment
or other legal process by any creditor of such Participant or beneficiary, nor
shall any Participant or beneficiary have any right to alienate, participate,
commute, pledge, encumber or assign any of the benefits or payments or proceeds
that he or she may expect to receive, contingently or otherwise, under the
Plan.


 


10.3        Limitation of Participants’ Rights


 


Nothing contained in the Plan shall confer
upon any person a right to be employed or to continue in the employ of the
Company or any Subsidiary, or interfere in any way with the right of the
Company or any Subsidiary to terminate the employment of a Participant at any
time, with or 


 


16

















 


without cause.  In addition, nothing shall confer on any
individual a right to participate in the Plan in any calendar year.  The fact that an individual is an Eligible
Individual in one year shall not give the individual a right to participate in
the Plan in any other year.


 


10.4        Participants Bound


 


Any action with respect to the Plan taken by
the Plan Administrator, the Company or any Subsidiary, or the Trustee or any
action authorized by or taken at the direction of the Plan Administrator, the
Company or any Subsidiary, or the Trustee shall be conclusive upon all
Participants and beneficiaries entitled to benefits under the Plan.


 


10.5        Release


 


Any payment to any Participant or beneficiary
in accordance with the provisions of the Plan shall, to the extent thereof, be
in full satisfaction of all claims against the Company or any Subsidiary, the
Plan Administrator and the Trustee under the Plan, and the Plan Administrator
may, to the extent consistent with the Plan and the Regulations, require such
Participant or beneficiary, as a condition precedent to such payment, to
execute a receipt and release to such effect. 
If any Participant or beneficiary is determined by the Plan
Administrator to be incompetent by reason of physical or mental disability
(including minority) to give a valid receipt and release, the Plan
Administrator may cause the payment or payments becoming due to such person to
be made to another person for his or her benefit without responsibility on the
part of the Plan Administrator, the Company or any Subsidiary, or the Trustee
to follow the application or use of such funds.


 


10.6        Administrative Processing Considerations


 


Notwithstanding any other provision of the
Plan, it shall be recognized that implementation of the accounting, valuation
and distribution procedures required under the Plan is dependent upon the Plan
recordkeeper receiving complete and accurate information from a variety of
different sources on a timely basis. 
Since events may occur that interrupt or otherwise interfere that in
this process, there shall be no guarantee by the Plan that any given
information or transaction will be received or processed at the anticipated
time and day.  In any such events shall
occur, any affected transaction will be processed as soon as administratively
feasible consistently with the Regulations, without liability to any
Participant of Beneficiary by reason thereof.


 


10.7        Correction of Error


 


The Plan Administrator may adjust the
Accounts of any or all Participants in order to correct errors and rectify
omissions in such manner as the Plan Administrator believes will best result in
the equitable and nondiscriminatory administration of the Plan and ensure
compliance with Section 409A and the Regulations and/or to make use of
such correction procedures as may be established to mitigate or avoid penalties
for violation thereof, without liability to any Participant or Beneficiary by
reason thereof.


 


17

















 


10.8        Governing Law


 


The Plan shall be construed, administered,
and governed in all respects under and by the laws of the State of New York
without reference to the principles of conflicts of law, unless preempted by
applicable federal law.  If any provision
of the Plan shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.


 


10.9        Headings and Subheadings


 


Headings
and subheadings in this Plan are inserted for convenience only and are not to
be considered in the construction of the provisions hereof.


 


18

















 


IN WITNESS WHEREOF, the
Board of Directors of the Company has duly adopted this amended and restated
Plan on behalf of the Company and other Employers and caused it to be executed
by the undersigned officers of the Company this 31st day of December, 2008.


 


 




	
  Attest:

  	
   

  	
  Scientific
  Games Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Jack B. Sarno

  	
   

  	
  By:

  	
   

  	
  /s/
  DeWayne E. Laird

  
	
  Jack
  B. Sarno

  	
   

  	
  Name:

  	
   DeWayne
  E. Laird

  
	
   

  	
   

  	
  Title:

  	
   Vice
  President

  






 


19