Exhibit 10.34


 


SUPERSEDING EMPLOYMENT, SEPARATION,
NON-COMPETITION AND

GENERAL RELEASE AGREEMENT


 


This
Superseding Employment, Separation, Non-Competition and General Release
Agreement (this “Agreement”) is made and entered into as of the 5th day of March 2009
(“Separation Date”), by and between Sally Conkright (“Executive”)
and Scientific Games Corporation, a company formed under the laws of Delaware
(the “Company” and, together with Executive, the “Parties”).


 


WHEREAS, Executive has been employed as Vice President
Administration and previously also as Chief Human Resources Officer, pursuant
to a letter agreement of September 30, 2002 which was replaced by an
employment agreement of August 2, 2006 as amended by a letter agreement
dated October 7, 2008 and as further amended by an amendment dated as of December 30,
2008 (as so amended, the “Employment Agreement”);


 


WHEREAS, the Executive wishes to resign her various positions
in the Company and its affiliates to pursue other opportunities and Executive
and the Company desire to enter into this Agreement regarding Executive’s
separation from employment with the Company; and


 


WHEREAS, Executive
and the Company  wish to settle and resolve all potential
disputes, actions, lawsuits, charges and claims that the Executive has or may
have against the Company and that the Company may have against her to the
fullest extent permitted by law and without any admission of liability or
wrongdoing by either Party.


 


NOW
THEREFORE, in consideration of the recitals and the mutual promises, covenants
and agreements set forth herein, the Parties covenant and agree as follows:


 


1.                                       Termination of Existing Employment Agreements.  As of the Separation Date,
Executive’s employment with the Company shall terminate and all existing and
prior employment agreements between the Parties, whether oral or written,
including the Employment Agreement are hereby terminated and of no further
force or effect, except the following provisions of the Employment Agreement
shall survive such termination and continue in full force and effect in
accordance with their respective terms:


 


(a)          Section 6 related to non-competition,
non-solicitation, non-disclosure, etc.; and


 


(b)         Section 8
relating to Executive’s right to indemnification (which right to indemnification
shall in no event be less favorable to Executive than exists as of the
Effective Date).


 


2.                                       Consideration to Executive.  Except for any payments or benefits Executive
has accrued or vested pursuant to Executive’s participation in the Company’s
401(k) Plan or the Employee Stock Purchase Plan, which shall be subject to
the terms and conditions set forth in such plans (it being understood and
agreed that, as of the Separation Date, any “option” Executive may have with
respect to the current “option period” under the Employee Stock Purchase Plan
will be deemed cancelled and any of Executive’s accumulated payroll deductions
for such “option period” will be paid to Executive in accordance with the terms
of such plan), 


 

















 


Executive acknowledges and
agrees that the payments described in this Section 2 fulfill any and all
of the Company’s obligations due to Executive under any agreement or bonus,
incentive compensation, severance or separation plan or allowance or any other
compensation or benefit plan or arrangement maintained by the Company or any of
its subsidiaries, and Executive specifically acknowledges and agrees that
Executive is entitled to no other compensation or benefits from the Company or
any of its subsidiaries of any kind or nature whatsoever, except to the extent
expressly provided in this Agreement.


 


In consideration of the covenants undertaken herein
by Executive, and for other good and valuable consideration, receipt of which
is hereby acknowledged, and in full and complete consideration for Executive’s
promises, covenants and agreements set forth in this Agreement, the Company
shall provide the following to Executive:


 


(a)          Any accrued but unpaid base salary (which is
US$447,000 per annum) of Executive for services rendered to the Separation Date,
payable in accordance with the Company’s regular payroll policies (and subject
to applicable withholdings);


 


(b)         An amount in respect of accrued and unpaid vacation
(totaling 14 weeks) as of the Separation Date, payable within 30 days of the
Separation Date (and subject to applicable withholdings);


 


(c)          Reimbursement in accordance with the Company’s
policies of any unpaid reasonable business expenses and disbursements incurred
by Executive prior to the Separation Date; provided, however,
that Executive must submit vouchers for any such expenses in accordance with
the Company’s standard procedures by March 31, 2009;


 


(d)         US$745,149 (subject to applicable withholdings)
representing an amount equal to the sum of (i) Executive’s annual base
salary and (ii) Executive’s “Severance Bonus Amount” (as defined in the
Employment Agreement), 50% of which shall be payable on September 7, 2009
(or on the next regular payroll date following September 7, 2009) and the
remaining 50% of which shall be payable over a period of six (6) months
beginning September 7, 2009 in accordance with the Company’s regular
payroll practices;


 


(e)          All unvested stock options, restricted stock units,
restricted stock and other equity-based awards held by Executive immediately
prior to the Separation Date will become fully vested and non-forfeitable, 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;


 


(f)            US$298,149
as a 2008 bonus, payable on or before March 15, 2009 (and subject
to applicable withholdings);


 


(g)         US$150,000
as a 2009 bonus in recognition of Executive’s hard work on the budget
task force (notwithstanding the pro-ration formula of Section 5(e)(iv) of
the Employment Agreement), payable on or before March 31, 2009 (and
subject to applicable withholdings);


 


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(h)         an amount not to exceed US$40,000 in the aggregate
on an after-tax basis shall be reimbursed to Executive for outplacement
counseling provided to Executive by an outplacement firm during the period
ending no later than August 31, 2009; provided that Executive submits
receipts or other documents reasonably acceptable to the Company documenting
such outplacement expenses, which payment(s) shall be made by the Company
to the Executive within thirty (30) days after the Executive submits such
receipts or documents to the Company;


 


(i)             US$10,000 to reimburse Executive for moving expenses
from New York back to Boston; provided that Executive submits receipts or other
documents reasonably acceptable to the Company documenting such moving
expenses, which evaluation and payment shall be made within thirty (30) days
after the Executive submits such receipts or documents to the Company; and


 


(j)             If Executive elects to continue COBRA coverage for
health and dental coverage under the Company’s group health plan in accordance
with COBRA, the monthly premiums for such coverage for a period of eighteen
(18) months will be paid by the Company in full.


 


For
the avoidance of doubt, in the event of Executive’s death prior to the time
when all payments under this Section 2 have been made, Executive’s estate
shall receive such payments not already paid to Executive in accordance with
this Section 2.


 


The
Company makes no representations or warranties regarding the tax implications
of the compensation and benefits to be paid to Executive under this Agreement,
including, without limitation, under Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), and applicable administrative
guidance and regulations.  Section 409A
of the Code governs plans and arrangements that provide “nonqualified deferred
compensation” (as defined under the Code) which may include, among others,
nonqualified retirement plans, bonus plans, stock option plans, employment
agreements and severance agreements.  To
the extent any payments of money or other benefits due to Executive under this
Agreement 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 the related 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.


 


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3.                                       General Release
of Claims.


 


(a)          In
consideration for the benefits specified in Section 2 hereof, which
Executive hereby acknowledges are not otherwise owed to Executive, Executive
hereby understands and agrees that Executive is knowingly and voluntarily
releasing, waiving and forever discharging, to the fullest extent permitted by
law, on Executive’s own behalf and on behalf of Executive’s agents, assignees,
attorneys, heirs, executors, administrators and anyone else claiming by or
through Executive (collectively referred to as the “Releasors”):


 


(i)    the Company, its affiliates, subsidiaries,
predecessors, successors or assigns, and any of its or their past or present
stockholders, members or other equity holders, and any of its or their
respective past or present directors, executives, officers, insurers,
attorneys, employees, consultants, agents, employee benefits plans and
trustees, fiduciaries, and administrators of those plans (collectively referred
to as the “Released Parties”),


 


(ii)   of and from any and all claims under local, state
or federal law or equity, whether known or unknown, asserted and unasserted,
that Executive and/or the other Releasors have or may have against Released
Parties as of the Effective Date, including but not limited to all matters
relating to or in any way arising out of any aspect of Executive’s employment
with the Company, separation from employment with the Company, or Executive’s
treatment by the Company while in the Company’s employ, and all other claims,
charges, complaints, liens, demands, causes of action, obligations, damages
(including consequential, punitive or exemplary damages), liabilities or the
like of whatever nature (including, without limitation, attorneys’ fees and
costs) (collectively “Claims”), including but not limited to all Claims
for:


 


(A)                              salary and other
compensation or benefits, including, but not limited to, overtime if
applicable, incentive compensation and other bonuses, severance pay, vacation
pay or any benefits under the Employee Retirement Income Security Act of 1974,
as amended or any other applicable local, state or federal law;


 


(B)                                discrimination, harassment
or retaliation based upon race, color, national origin, ancestry, religion,
marital status, sex, sexual orientation, citizenship status, pregnancy or any
pregnancy related disability, family status, leave of absence (including but
not limited to the Family Medical Leave Act or any other federal, state or
local leave laws), handicap (including but not limited to The Rehabilitation
Act of 1973), medical condition or disability, or any other characteristic
covered by law under Title VII of the Civil Rights Act of 1964, as amended, the
Civil Rights Act of 1991, the Americans with Disabilities Act, as amended,
Sections 1981 through 1988 of the Civil Rights Act of 1866, and any other
federal, state, or local law prohibiting discrimination in employment, the
Worker Adjustment and Retraining Notification Act, or any other federal, state
or local law concerning plant shutdowns, mass layoffs, reductions in 


 


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force or other business restructuring;


 


(C)                                discrimination, harassment
or retaliation based upon age under the Age Discrimination in Employment Act as
amended by the Older Workers Benefit Protection Act of 1990 (the “ADEA”), or
under any other federal, state, or local law prohibiting age discrimination;


 


(D)                               matters arising under the
Sarbanes-Oxley Act of 2002 and any other federal, state or local whistleblower
laws;


 


(E)                                 breach of implied or express
contract (whether written or oral), breach of promise, misrepresentation,
fraud, estoppel, waiver or breach of any covenant of good faith and fair
dealing, including without limitation breach of any express or implied
covenants of any employment agreement that may be applicable to Executive;


 


(F)                                 defamation, negligence,
infliction of emotional distress, violation of public policy, wrongful or
constructive discharge, or any employment-related tort recognized under any
applicable local, state, or federal law;


 


(G)                                any violation of any Fair
Employment Practices Act, Equal Rights Act; Civil Rights Act; Minimum Fair
Wages Act; or Payment of Wages Act; or any comparable federal, state or local
law;


 


(H)                               any violation of the New
York State Human Rights Law, New York Labor Act, New York Equal Pay Act, New
York City Human Rights Law, New York Civil Rights Law, New York Rights of
Persons with Disabilities Law, New York Sexual Orientation Non-Discrimination
Act, New York Equal Rights Law, the New York State Workers’ Compensation and
Disability Benefit Laws (including the retaliation provisions thereof), and New
York City Administrative Code and Charter, or any comparable federal, state or
local law;


 


(I)                                    costs, fees, or other
expenses, including attorneys’ fees; and


 


(J)                                   any other claim, charge,
complaint, lien, demand, cause of action, obligation, damages, liabilities or
the like of any kind whatsoever, including, without limitation, any claim that
this Agreement was induced or resulted from any fraud or misrepresentation by
Company.


 


Excluded
from the release set forth in this Section 3(a) are: (i) any Claims
or rights to enforce this Agreement against the Company; (ii) any Claims
that may arise after the Effective Date; and (iii) any Claims that
Executive cannot lawfully release. 
Notwithstanding anything to the contrary contained herein, also excluded
from the release set forth in this Section 3(a) is Executive’s right
to file a charge with an administrative agency (including the Equal Employment
Opportunity Commission 


 


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and
the National Labor Relations Board) or participate in any agency
investigation.  Executive is, however,
hereby waiving Executive’s right to recover money or other damages in
connection with any such charge or investigation.  Executive is also hereby waiving Executive’s
right to recover money in connection with a charge filed by any other
individual or by the Equal Employment Opportunity Commission, National Labor
Relations Board or any other federal, state or local agency.


 


(b)         The Released Parties, for good consideration which
they hereby acknowledge receiving, hereby release Executive from any and all
claims, demands, causes of action, liability or the like which they had, now
have or may claim to have against Executive, as of the Effective Date, whether
known or unknown (it being understood and agreed that excluded from the release
set forth in this Section 3(b) are (i) any claims or rights to
enforce this Agreement against Executive, (ii) any claims that may arise
after the Effective Date and (iii) any claims that the Company cannot lawfully
release).


 


4.                                       Additional
Agreements by Employee.


 


(a)          BY AGREEING TO THE RELEASE CONTAINED IN THIS
AGREEMENT EXECUTIVE HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHTS (KNOWN
OR UNKNOWN) TO BRING OR PROSECUTE A LAWSUIT OR MAKE ANY LEGAL CLAIM AGAINST THE
RELEASED PARTIES WITH RESPECT TO ANY OF THE CLAIMS DESCRIBED IN SECTION 3
HEREOF.  Executive agrees that the
release set forth herein will bar all claims or demands of every kind, known or
unknown, referred in Section 3 hereof and further agrees that no
non-governmental person, organization or other entity acting on Executive’s
behalf has in the past or will in the future file any lawsuit, arbitration or
proceeding asserting any claim that is waived or released under this Agreement.
If Executive’s initiates, files or pursues a lawsuit, arbitration or other
proceeding asserting any Claim waived or released in this Agreement, (i) Executive
will pay for all costs, including reasonable attorneys’ fees, incurred by the
Released Parties in defending against such Claim (unless such Claim is a charge
with the Equal Employment Opportunity Commission or the National Labor
Relations Board); (ii) Executive gives up any right to individual damages
in connection with any administrative, arbitration or court proceeding with
respect to Executive’s employment with and/or separation from the Company; and (iii) if
Executive is awarded money damages, Executive will assign to the Released
Parties Executive’s right and interest to all such money damages.  Notwithstanding the foregoing, this paragraph
does not limit Executive’s right to challenge the validity of this Agreement in
a legal proceeding under the Older Workers Benefit Protection Act, 29 U.S.C. §
626(f), with respect to claims under the ADEA. 
This paragraph also is not intended to and shall not limit the right of
a court to determine, in its discretion, that the Company is entitled to
restitution, recoupment or setoff of any payments made to Executive by the
Company should this Agreement be found to be invalid as to the release of
claims under the ADEA.


 


(b)         Executive agrees that
Executive shall not knowingly solicit, encourage, assist or participate
(directly or indirectly) in bringing any Claims or actions against any of the
Released Parties by other current or former employees, officers or third
parties, except as compelled by subpoena or other court order or legal process,
and, unless prohibited by applicable law, only after providing the Company with
prior notice of any such subpoena, 


 


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order or legal process and an opportunity to
timely contest such process.


 


(c)          Executive represents, warrants and agrees that
Executive has not filed any administrative, judicial or other form of complaint
or initiated any claim, charge, complaint, suit or legal or other proceeding
against any of the Released Parties, and that Executive will not make such a
filing at any time hereafter based on any events, actions or omissions
occurring prior to the Effective Date. 
Executive understands and agrees that this Agreement will be pleaded as
a full and complete defense to any such claim, charge, complaint, suit or
proceeding which is or may be instituted, prosecuted or maintained by
Executive, Executive’s
agents, assignees, attorneys, heirs, executors, administrators and anyone else
claiming by or through Executive.


 


5.                                       Affirmations.  In signing this Agreement, Executive hereby
affirms that:


 


(a)          Executive has been paid and/or has received all
leave (paid or unpaid), compensation, wages, overtime, if applicable, bonuses,
commissions, severance pay, and/or benefits to which Executive may be entitled,
other than as provided herein, and that no other amounts and/or benefits are
due to Executive except as specifically provided in this Agreement;


 


(b)         Executive is not eligible to receive payments or
benefits under any other Company and/or other Released Party’s severance pay
policy, plan, practice or arrangement;


 


(c)          Executive has no known workplace injuries or
occupational diseases that Executive has not reported to the Company in writing
and Executive either has been provided or Executive has not been denied any
leave requested under the Family and Medical Leave Act or under any applicable
Company policy or any local, state, or federal law;


 


(d)         Executive has not complained of and Executive is not
aware of any fraudulent activity or any act(s) which would form the basis
of a claim of fraudulent or illegal activity by the Company or any other
Released Party that Executive has not reported to the Company in writing;


 


(e)          On or about the Separation Date, or within a
reasonable time thereafter, the Company provided Executive with timely and
adequate notice of Executive’s right to continue group insurance benefits
under COBRA (unless such notice was not required to be given because, on
the day before the Separation Date, Executive did not receive group
health insurance benefits through the Company and thus are not
a qualified beneficiary within the meaning of COBRA); and


 


(f)            Executive acknowledges and agrees that if Executive
breaches the provisions of this Agreement, then the Company will have the right
to seek an appropriate remedy against Executive, which may include, but not be
limited to, injunctive relief and monetary damages (as to a violations of Section 6
of the Employment Agreement), as well as the return of any payments,
reimbursements or benefits Executive has received under any provision of this
Agreement, through arbitration as set out below.


 


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6.                                       Transition and
Executive’s Cooperation.


 


(a)          Executive will not be required to
maintain regular office hours as of January 9, 2009 but be reasonably
available as needed to achieve an orderly transition of Executive’s
responsibilities until the Separation Date.


 


(b)         Executive agrees that Executive will provide
reasonable assistance to ensure a smooth transition of Executive’s
responsibilities and will cooperate with the Company, its subsidiaries and its
affiliates with respect to matters or issues which took place or arose during
Executive’s tenure with the Company, specifically including without limitation
any attorney retained by any of them or any other representative acting on
their behalf, in connection with any pending or future internal investigation
or judicial, administrative or regulatory matter, proceeding or
investigation.  The Parties acknowledge
and agree that such cooperation may include, but shall not be limited to,
Executive making herself available for meetings, interviews, statements,
testimony or the signing of affidavits, and providing to the Company any
documents or information in Executive’s possession or under Executive’s control
relating to any such litigation, regulatory matter or investigation, provided
that any such meeting, interviews, statements or testimony do not unduly
interfere with Executive’s work schedule or other post-Company duties.  The Company shall reimburse Executive
promptly after Executive submits receipts or other documents reasonably
acceptable to the Company for actual out-of-pocket expenses reasonably incurred
and approved by the Company in connection with Executive’s performance under
this Section 6 and otherwise in accordance with the Company’s
reimbursement policy, which approval and processing shall not be unreasonably
withheld or delayed; provided, however, that Executive shall not
be entitled to any expense reimbursement for reasonable time spent testifying
or otherwise cooperating in any matter in which Executive is a defendant in the
proceeding or a named subject or target of the litigation, regulatory matter or
investigation.


 


(c)          Executive represents and warrants that Executive has
and will accurately, completely and truthfully disclose to the Company any and
all materials and information requested, including without limitation in
connection with any pending or future internal investigation or judicial,
administrative or regulatory matter, proceeding or investigation involving
conduct in which Executive was involved or had knowledge in connection with
Executive’s employment with the Company. 
In the event of a material breach of this Section 6, Executive
agrees that the Company may, in its sole discretion, elect to terminate this
Agreement and render it null and void as of the Separation Date or any time
thereafter, and that in such event, Executive shall be required to reimburse
the Company in full any payments, reimbursements or benefits Executive has
received under any provision of this Agreement.


 


7.                                       Confidentiality
of Agreement.  The Parties
agree that it is a material condition of this Agreement that Executive shall
keep the terms of this Agreement strictly and completely confidential and that
Executive will not directly or indirectly make or issue any private statement,
press release or public statement, or communicate or otherwise disclose to any
executive or employee of the Company (past, present or future) or to a member
of the general public, the negotiations leading to, or the terms, amounts or
facts of or underlying this Agreement, except as may be required by law or
compulsory process; provided, however, that 


 


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Executive may disclose the
terms of this Agreement to Executive’s immediate family, attorneys, and
accountants or other financial advisors so long as they agree to abide by the
foregoing confidentiality restriction.  
This provision does not preclude compliance by Executive with Section 6
of the Employment Agreement or either party from complying with their
obligations under securities laws (e.g., making appropriate disclosures in a Form 4
or other SEC filing) nor does it preclude Executive from sharing relevant
portions with a potential or future employer. 
This provision also does not preclude disclosure which is compelled by
court order, regulatory process or subpoena; provided, however,
that, in the event of such order, process or subpoena, Executive will, unless
prohibited by applicable law, promptly notify the Company so that the Company
may object or seek a protective order should it choose to do so.


 


8.                                       Return of
Company Property.  Executive
agrees that Executive has or will surrender to the Company all Company credit
cards, parking cards, security badges, cell phones, pagers, Blackberries,
computer equipment and expense accounts, and that Executive will submit all
outstanding travel vouchers, business expenses and the like no later than March 31,
2009.  Executive further agrees that
Executive has returned or will return to the Company, on or before March 5,
2009, and will not keep, maintain or permit any copy of, any Company property,
including without limitation any documents, papers, files or records in any
media (whether stored on Company or personal property) which may be in
Executive’s possession, custody or control, except to the extent that Executive
retains property with the written confirmation of the CEO, COO or General
Counsel to enable the Executive to perform Executive’s obligations under Section 6
of this Agreement.


 


9.                                       Non-Admissions.  The Parties hereto recognize that, by
entering into this Agreement, the Company does not admit, and does specifically
deny, any violation of any local, state, federal, or other law, whether
regulatory, common or statutory.  The
Parties further recognize that (a) this Agreement has been entered into in
release and compromise of any claims which might be asserted by Executive in
connection with Executive’s employment by the Company or Executive’s
resignation from employment, and to avoid the expense and burden of any
litigation related thereto, and (b) some of the amounts payable to
Executive hereunder are in addition to anything of value to which she is
already entitled.


 


10.                                 Rights After
Breach.  The Company shall be entitled
to file counterclaims against Executive in the event of Executive’s breach of
the covenant not to sue and shall be entitled to any remedies at law or in
equity, including repayment of benefits under this Agreement and the cessation
of payment by the Company of any unpaid benefits under this Agreement, as well
as any and all other resulting actual or consequential damages, including
reasonable attorneys’ fees and costs in the discretion of the arbitrator.  The other Released Parties may file
counterclaims against Executive in the event of a knowing breach of the covenant
not to sue them by Executive.


 


11.                                 Waiver of
Breach; Cure.  One or more
waivers of a breach of any covenant, term or provision of this Agreement by any
Party shall not be construed as a waiver of a subsequent breach of the same
covenant, term or provision, nor shall it be considered a waiver of any other
then existing or subsequent breach of a different covenant, term or
provision.  Neither Party shall initiate
any claim against the other Party for a breach under this Agreement (other than
a claim seeking injunctive relief as provided herein by the Company if the
Company reasonably believes irreparable harm could occur prior to the end of
the cure period set forth herein) unless such 


 


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Party shall have given such
other Party written notice of such breach following which such other Party
fails within 15 days after such notice to affirm that such breach will be cured
within 30 days after such notice or fails within 30 days after such notice to
cure such breach.


 


12.                                 Enforcement and
Arbitration.


 


(a)          This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be wholly performed within that State, without regard to its conflict of
laws provisions.  The Executive and the Company
agree that, except for any claim that is non-arbitrable under applicable law,
final and binding arbitration shall be the exclusive forum for any dispute or
controversy between them, including, without limitation, disputes arising under
or in connection with this Agreement, Executive’s employment with, and/or
separation from, the Company; provided, however, that the Company
shall be entitled to commence an action in any court of competent jurisdiction
for injunctive relief in connection with any alleged actual or threatened
violation of any provision of Section 6 of the Employment Agreement (which
provision survives the termination of the Employment Agreement, pursuant to Section 1
of this Agreement).  Judgment may be
entered on the arbitrators’ award in any court having jurisdiction.  For purposes of entering such judgment or
seeking injunctive relief with regard to Section 6 of the Employment
Agreement, the Company and Executive hereby consent to the jurisdiction of any
or all of the following courts: (i) the United States District Court for
the Southern District of New York; (ii) the Supreme Court of the State of
New York, New York County; or (iii) any other court having jurisdiction; provided,
that damages for any alleged violation of Section 6 of the Employment
Agreement, as well as any claim, counterclaim or cross-claim brought by the
Executive or any third-party in response to, or in connection with any court
action commenced by the Company seeking said injunctive relief shall remain
exclusively subject to final and binding arbitration as provided for
herein.  The Company and Executive hereby
waive, to the fullest extent permitted by applicable law, any objection which either
may now or hereafter have to such jurisdiction, venue and any defense of
inconvenient forum.  Thus, except for the claims carved out above, this
Agreement includes all common-law and statutory claims (whether arising under
federal state or local law), including, but not limited to, any claim for
breach of contract, fraud, fraud in the inducement, unpaid wages, wrongful
termination, and gender, age, national origin, sexual orientation, marital
status, disability, or any other protected status.


 


(b)         Any
arbitration under this Agreement shall be filed exclusively with the American
Arbitration Association in New York, New York before three arbitrators, in
accordance with the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association in effect at the time of submission
to arbitration.  The Company and Executive hereby agree that a judgment
upon an award rendered by the arbitrators may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  The Company shall pay all costs uniquely attributable to
arbitration, including the administrative fees and costs of the
arbitrators.  Subject to the last sentence of this Section 12(b),
each party shall pay that party’s own costs and attorney fees, if any, unless
the arbitrators rule otherwise.  The Executive understands that he is
giving up no substantive rights, and this Agreement simply governs forum. 
The prevailing party in any dispute, controversy or claim arising out of or
related to this Agreement (and/or the surviving provisions of the 


 


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Employment Agreement) shall
be entitled to recover its reasonable costs and attorney fees in the discretion
of the arbitrator.


 


(c)          BY SIGNING THIS
AGREEMENT, EXECUTIVE AND THE COMPANY ACKNOWLEDGE THAT THE RIGHT TO A COURT
TRIAL AND TRIAL BY JURY IS OF VALUE, AND KNOWINGLY AND VOLUNTARILY WAIVE THAT
RIGHT FOR ANY DISPUTE SUBJECT TO THE TERMS OF THE ARBITRATION PROVISIONS SET
FORTH IN THIS SECTION 12.


 


13.                                 Severability.  If any provision or term of this Agreement,
other than the Executive’s release set forth herein, is held to be illegal,
invalid or unenforceable, such provision or term shall be fully severable; this
Agreement shall be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised part of this Agreement; and the remaining
provisions of this Agreement shall remain in full force and effect and shall
not be affected by the illegal, invalid or unenforceable provision or by its
severance from this Agreement. 
Furthermore, in lieu of each such illegal, invalid or unenforceable
provision or term, there shall be added automatically as a part of this
Agreement another provision or term as similar to the illegal, invalid or
unenforceable provision, as may be possible and that is legal, valid and
enforceable.


 


14.                                 Entire
Agreement.  This
Agreement constitutes the entire Agreement of the Parties, and supersedes all
prior and contemporaneous negotiations, prior drafts of this Agreement and
other agreements, oral or written, including whatever rights, if any, Executive
may have had under the Employment Agreement (except to the extent otherwise
specifically provided hereby).  All prior
and contemporaneous negotiations, prior drafts of this Agreement and other agreements
are deemed incorporated and merged into this Agreement and are deemed to have
been abandoned if not so incorporated. 
No representations, oral or written, are being relied upon by either
Party in executing this Agreement other than the express representations of
this Agreement.  This Agreement cannot be
changed or terminated unless by express written agreement of the Parties.  This Agreement may be executed by each Party
in separate counterparts, each of which shall be deemed an original and constitute
one document.


 


15.                                 Revocation and
Effective Date.  Executive
may accept this Agreement by delivering to the Vice President &
General Counsel, Ira H. Raphaelson, 750 Lexington Avenue, 25th Floor, NY, NY 10022, USA, a faxed copy of this
Agreement and the letter in the form attached to this Agreement as Exhibit A,
both signed by Executive no later than 5:00 p.m. Eastern Time on the date
that is twenty-one (21) days after this Agreement is initially delivered to
Executive, unless a later date and time is mutually agreed  (the date, if any, on which Executive
executes and delivers a copy of this Agreement being the “Execution Date”),
as long as Executive or her counsel delivers to the Company’s Counsel within a
reasonable time thereafter an original of this Agreement executed by Executive
on or before the Effective Date. 
Executive acknowledges that if Executive does not accept this Agreement
in the manner described above, it will be withdrawn and of no effect.  If Executive accepts this Agreement before
the end of the twenty-one (21) days permitted, Executive represents that
Executive has done so voluntarily and with the advice of Executive’s
attorney.  Executive may revoke Executive’s
acceptance of this Agreement within seven (7) days of the Execution Date by
delivery of written notice to the Company’s General Counsel, Ira H. Raphaelson,
by 5:00 p.m. on 


 


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the seventh day following
the Execution Date of this Agreement. 
Executive acknowledges and agrees that, if Executive revokes Executive’s
acceptance of this Agreement, Executive shall receive none of the benefits
provided hereunder and this Agreement shall be null and void, having have no
further force or effect, and that this Agreement will not be admissible as
evidence in any judicial, administrative or arbitral proceeding or trial.  Executive further acknowledges that if the
Company’s General Counsel does not receive from Executive written notice of
Executive’s revocation prior to the expiration of seven (7) days of the
Execution Date, Executive shall have forever waived Executive’s right to revoke
this Agreement, and it shall thereafter have full force and effect as of the
eighth (8th) day after the Execution Date (the “Effective Date”).


 


16.                                 Joint Drafting.  In recognition of the fact that the Parties
hereto had an opportunity to negotiate the language of, and draft, this
Agreement, the Parties acknowledge and agree that there is no single drafter of
this Agreement and therefore, the general rule that ambiguities are to be
construed against the drafter is, and shall be, inapplicable.  If any language in this Agreement is found or
claimed to be ambiguous, each Party shall have the same opportunity to present
evidence as to the actual intent of the Parties with respect to any such
ambiguous language without any inference or presumption being drawn against any
Party.


 


17.                                 Headings.  The headings used herein are for reference
only and shall not affect the construction of this Agreement.


 


18.                                 Acknowledgment.


 


By executing this Agreement, Executive acknowledges
that (i) Executive has had at least twenty-one (21) days to consider the
terms of this Agreement, and has either considered this Agreement and its terms
for that period or has knowingly and voluntarily waived Executive’s right to do
so; (ii) Executive has been advised by the Company pursuant to this
Agreement to consult with an attorney regarding the terms of this Agreement; (iii) Executive
has consulted with an attorney or, in the alternative, waives Executive’s right
to do so, regarding the terms of this Agreement; (iv) any and all
questions regarding the terms of this Agreement have been asked and answered to
Executive’s complete satisfaction; (v) Executive has read this Agreement,
Executive has no contractual right or claim to the benefits described herein
and acknowledges that the consideration provided for hereunder is in addition
to anything of value to which Executive may already be entitled; (vi) the
consideration provided for herein is good and valuable; and (vii) Executive
is entering into this Agreement voluntarily, of Executive’s own free will, and
without any coercion, undue influence, threat or intimidation of any kind or
type whatsoever.  Executive further
acknowledges and agrees that any revisions to this Agreement made prior to the
Effective Date are not material and shall not be deemed to affect the amount of
time Executive has to consider this Agreement, and Executive hereby voluntarily
waives additional time for review, if any, with respect to any such revisions.


 


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Executive hereby acknowledges and confirms that
Executive has read all thirteen (13) pages of this Superseding Employment,
Separation, Non-Competition and General Release Agreement and hereby freely and
voluntarily assents to all the terms and conditions in this Agreement, and
signs the same as Executive’s own free act with the full intent of accepting
the benefits contemplated hereby in return for releasing the Released Parties
(as defined above) from all Claims.


 


 


	
  /s/ Sally Conkright

  	
   

  	
  Date:
  January 14, 2009

  
	
  Sally Conkright

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCIENTIFIC
  GAMES CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Michael Chambrello

  	
   

  	
  Date:
  As of January 9, 2009

  
	
   

  	
  Michael
  Chambrello

  	
   

  	
   

  
	
   

  	
  Chief
  Operating Officer

  	
   

  	
   

  



 


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