Exhibit 10.33


 


Amendment to Employment Agreement


 


Amendment to Employment Agreement (this “Amendment”),
dated as of December 30, 2008, by and between Scientific Games Corporation,
a Delaware corporation (the “Company”), and Robert C. Becker (“Executive”).


 


WHEREAS, Executive has been employed pursuant
to an Employment Agreement made on August 2, 2006 but as of January 1,
2006 by and between the Company and Executive, as amended by the letter
agreement dated October 7, 2008 (as so amended, the “Employment Agreement”);
and


 


WHEREAS, the Company and Executive desire to
amend the Employment Agreement as set forth herein to bring the Employment
Agreement into compliance with Section 409A of the Internal Revenue Code
of 1986 and the regulations and Treasury guidance thereunder; and


 


WHEREAS,
the amendments contemplated hereby are intended to bring the timing of, and
certain procedural aspects with respect to, certain payments under the
Employment Agreement into compliance with Section 409A but not to
otherwise affect Executive’s right to such payments.


 


NOW THEREFORE, in consideration of the
premises and the mutual benefits to be derived herefrom and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.                                      Section 4(f) of
the Employment Agreement is hereby amended by adding the following four sentences
at the end thereof:


 


“To the extent any payments of money or other
benefits due to Executive hereunder could cause the application of an
acceleration or additional tax under Section 409A of the Code, such
payments or other benefits shall be deferred if deferral will make such payment
or other benefits compliant under Section 409A of the Code, or otherwise
such payments or other benefits shall be restructured, to the extent possible,
in a manner determined by the Company that does not cause such acceleration or
additional tax.  To the extent any
reimbursements or in-kind benefits due to Executive under this Agreement
constitute deferred compensation under Section 409A of the Code, any such
reimbursements or in-kind benefits shall be paid to Executive in a manner
consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv).  Any cash payment made on an after-tax basis
that involves a reimbursement of taxes may be made as soon as the Company
receives the information necessary for such purpose but in no event later than
the end of the calendar year following the year other taxes are remitted to the
taxing authority.  Each payment made
under this Agreement shall be designated as a “separate payment” within the
meaning of Section 409A of the Code.”


 


2.                                      Section 5(j) of
the Employment Agreement is hereby amended by inserting the following three sentences
after the first sentence thereof:


 


“The Company shall provide Executive with the
proposed form of release referred to in the immediately preceding sentence no
later than two (2) days following the Termination Date.  The Executive shall have 21 days to consider
the release and if he executes the release, shall have seven (7) days
after execution of the release to revoke the release, and, absent such
revocation, the release shall become binding. 
Provided Executive does not revoke the release, payments contingent on
the release (if any) shall be paid no earlier than eight (8) days after
execution thereof in accordance with the applicable provisions herein.”


 


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3.                                      Employment
Agreement.  Except as set forth in this Amendment, all
other terms and conditions of the Employment Agreement shall remain unchanged
and in full force and effect.


 


4.                                      Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument.


 


5.                                      Headings.  The headings of the paragraphs herein are
included solely for convenience of reference and shall not control the meaning
or interpretation of any provision of this Amendment.


 


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IN WITNESS WHEREOF, each of the parties
hereto has caused this Amendment to be executed on its behalf as of the date
first above written.


 


 


	
   

  	
  SCIENTIFIC GAMES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
  Name:

  	
  Ira H. Raphaelson

  
	
   

  	
  Title:

  	
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Robert C. Becker

  
	
   

  	
  Robert C. Becker

  
				



 


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