Exhibit 10.32


 


October 7,
2008


 


Robert
Becker


Vice
President and Treasurer


Scientific
Games Corporation


750
Lexington Avenue


New
York, New York


 


Dear
Bob:


 


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, 2012 (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 three hundred fifty-five thousand US dollars (US$355,000.00)
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, 2012, you
will receive the Standard Termination Payments (as defined in Section 5(a) of
the Agreement) and, 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.


 


Equity Award Grant.  The Company shall
grant you seven thousand five hundred (7,500) 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 Scientific Games Corporation
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.


 


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left blank]


 


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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/ DeWayne Laird

  
	
   

  	
  Name:

  	
  DeWayne
  Laird

  
	
   

  	
  Title:

  	
  Vice
  President and Chief Financial Officer

  



 


 


Accepted
and Agreed to:


 


 


	
  By:

  	
  /s/ Robert Becker

  	
   

  
	
   

  	
  Robert Becker

  



 


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