Exhibit 10.36


 


October 2,
2008


 


Larry
Potts


Vice
President, Chief Compliance Officer and Director of Security


Scientific
Games Corporation


750
Lexington Avenue


New
York, New York


 


Dear
Larry:


 


This
will confirm our understanding regarding certain amendments to the Employment
Agreement, dated as of August 2, 2006 (and effective as of January 1,
2006), between you and Scientific Games Corporation (the “Company”) (as amended
hereby, the “Agreement”).  Except as
expressly set forth herein, the terms of the Agreement shall remain in full
force and effect and are hereby ratified and confirmed in all respects.


 


Term.  The “Term” set forth in Section 2 of the
Agreement  shall be extended to December 31,
2011 (as may be extended in accordance with Section 2  of
the Agreement and subject to earlier termination in accordance with the
Agreement).


 


Base
Salary.  Effective January 1,
2009, your “Base Salary” shall be four hundred sixty-nine thousand five hundred
US dollars (US$469,500.00) per year, subject to increases thereof as may be
determined from time to time in the sole discretion of the Compensation
Committee of Scientific Games Corporation.


 


Termination
Upon Expiration of Agreement.  In the event that the Agreement
expires on or after December 31, 2011, you will receive the Standard
Termination Payments (as defined in Section 5(a) of the Agreement)
and:


 


A.                                                              if not already
paid to you and without duplication, the non-equity portion of your incentive
compensation for the completed calendar year after which such expiration
occurs, payable if, as and when such bonuses are awarded in the ordinary course
in such subsequent year, subject to payroll deductions; provided, however,
that if and to the extent necessary to comply with Section 409A(a)(2)(B)(i) of
the Code, and applicable administrative guidance and regulations, such payment
shall be made in a lump sum on the date that is six months plus one day
following the applicable expiration date; and


 


B.                                                                except to the
extent otherwise provided at the time of grant under the terms of any equity
award made to you, all stock options, deferred stock, restricted stock and
other equity-based awards held by you, if such termination occurs on or after December 31,
2011 not for “Cause,” will become fully vested and non-forfeitable (provided
that any such options will cease being exercisable 


 


1

















 


upon the earlier of (x) three months after the expiration date of
the Agreement and (y) the scheduled expiration date of such options), and,
in all other respects, all such options and other awards shall be governed by
the plans and programs and the agreements and other documents pursuant to which
the awards were granted; provided, however, that any
performance-based equity award in respect of which the performance criteria has
not been finally determined as having been met (or not met), will either vest
and be delivered upon such determination of such criteria being satisfied or
lapse in the event such criteria is not met.


 


Equity Award Grant.  The Company shall grant you ten thousand
(10,000) restricted stock units under the Scientific Games Corporation 2003
Incentive Compensation Plan, as amended and restated (the “Plan”), and an
individual equity agreement (in the form to be provided to you) to be entered
into by and between the Company and you (the “Equity Agreement”).  The Equity Agreement shall provide that the
equity award shall vest with respect to twenty percent (20%) of the shares of
common stock subject to such award on each of the first five anniversaries of
the date of grant, subject to any applicable provisions relating to accelerated
vesting and forfeiture as described in the Agreement, the Equity Agreement or
the Plan.


 


[remainder of page intentionally
left blank]


 


2

















 


Please
indicate your agreement to the foregoing by countersigning and returning an
original signed copy of this letter to me.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Scientific Games Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ A. Lorne Weil

  
	
   

  	
  Name:

  	
  A. Lorne Weil

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and Agreed to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Larry Potts

  	
   

  
	
   

  	
  Larry Potts

  	
   

  
						



 


3