Exhibit 10.37


 


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 Larry Potts (“Executive”).


 


WHEREAS, the Company and Executive entered
into an Employment Agreement dated as of January 1, 2006 (executed on August 2,
2006) by and between the Company and Executive, as amended by the letter
agreement dated October 2, 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 three 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).  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(f) of
the Employment Agreement is hereby amended by deleting the end of the first
sentence commencing with “and such amount” and replacing such portion of the
sentence with the following:


 


“and such amount shall be
payable over a period of twelve (12) months after termination in accordance
with Section 5(g) of this Agreement; provided, however,
to the extent that such foregoing amount is exempt from Section 409A
and/or if such Change in Control constitutes a change in ownership, change in
effective control or a change in ownership of a substantial portion of the
assets of the Company under Regulation Section 1.409A-3(i)(5), the
foregoing amount, as well as the amount payable under Section 5(e)(iv) of
this Agreement, shall be paid in a lump sum in accordance with Section 5(g) of
this Agreement.”


 


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3.             Section 5(g) of
the Employment Agreement is hereby amended by substituting “Section 5(c)(ii),
5(e)(ii) or 5(f) (solely with respect to the amount determined by
reference to  Section 5(e)(ii) and
subject to the proviso in the first sentence of Section 5(f))” for “Sections
5(c)(ii) or 5(e)(ii)” in the first sentence of such section.


 


4.             Section 5(k) of
the Employment Agreement is hereby amended by inserting the following new
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 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.”


 


5.             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.


 


6.             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.


 


7.             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/ Larry Potts

  
	
   

  	
  Larry Potts

  
				



 


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