Exhibit 10.30


 


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 DeWayne E. Laird (“Executive”).


 


WHEREAS, Executive has been employed pursuant to an Employment
Agreement dated as of November 1, 2002 by and between the Company and
Executive (the “2002 Agreement”), as amended by a letter agreement dated August 2,
2006 (the “August 2006 Amendment”) and as further amended by a letter
agreement dated October 7, 2008 (the “October 2008 Amendment” and,
collectively with the 2002 Agreement and the August 2006 Amendment, 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 7(c) of
the Employment Agreement is hereby amended to delete clause (vi) thereof
in its entirety and replace such language by the notation “(vi) [RESERVED]”.


 


2.             Section 7(c)(viii) of
the Employment Agreement is hereby amended to (i) delete the words
commencing with “Executive shall receive” and ending with “additional” and
replacing such words with “the Company shall reimburse Executive on an
after-tax basis for the costs he incurs in obtaining benefits that are
reasonably comparable to the” and (ii) delete the words between the last
two parentheticals of such section.


 


3.             Section 7(d) of
the Employment Agreement is hereby amended to delete clause (vii) thereof
in its entirety and replace such language by the notation “(vii) [RESERVED]”.


 


4.             Section 7(g) of
the Employment Agreement is hereby amended by inserting the following at the
end 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 the eight (8) day
after execution thereof in accordance with the applicable provisions herein.”


 


5.             Paragraph 7 of
the August 2006 Amendment is hereby amended to delete the third sentence
in that paragraph and add the following language after the second sentence in
that paragraph:


 


“Notwithstanding anything in your Agreement to the
contrary, to the extent any payments of 


 


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money or other benefits due to you under your
Agreement could cause the application of an accelerated 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 payment or other benefits shall be restructured,
to the extent possible, in a manner determined by the Company that does not
cause such an accelerated or additional tax. 
To the extent any reimbursements or in-kind benefits due to you under your
Agreement constitute deferred compensation under Section 409A of the Code,
any such reimbursements or in-kind benefits shall be paid to you 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, including any that may be required
under Section 8 of your Agreement, shall  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 your Agreement
shall be designated as a “separate payment” within the meaning of Section 409A
of the Code.  The Company makes no
representations regarding the tax implications of the compensation and benefits
to be paid to you under the Agreement, including, without limitation, under Section 409A
of the Code and applicable guidance and regulations thereunder.”


 


6.             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.


 


7.             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.


 


8.             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/ DeWayne E. Laird

  
	
   

  	
  DeWayne E. Laird

  
				



 


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