Exhibit 10.14


 


AMENDED AND RESTATED


 


SCIENTIFIC GAMES CORPORATION


 


2002 EMPLOYEE STOCK PURCHASE PLAN


 


(Amended and Restated as of
December 16, 2005)


 


SECTION 1.           PURPOSE OF PLAN


 


(a)           The purpose of the Scientific Games
Corporation 2002 Employee Stock Purchase Plan is to provide Eligible Employees
with the opportunity to purchase Common Stock of the Company by means of
voluntary, systematic payroll deductions and thereby acquire an interest in the
future of the Company.


 


(b)           It is the
intention of the Company that the Plan qualify as an “employee stock purchase
plan” under Section 423 of the Code.  The
provisions of the Plan shall be construed so as to comply in all respects with
the requirements of the Code applicable to employee stock purchase plans.


 


SECTION 2.           DEFINITIONS


 


                “Board of
Directors” means the Board of Directors of Scientific Games
Corporation.


 


                “Closing
Price” of the Stock means, on any business day, the last sale price
for a share of such Stock as reported on the principal market on which the Stock
is traded.


 


                “Code”
means the Internal Revenue Code of 1986, as amended.


 


                “Committee”
means the Compensation Committee of the Board of Directors or a committee duly
authorized by the Board of Directors to administer the Plan.


 


              “Company”
means Scientific Games Corporation.


 


                “Compensation”
means the Participant’s base wages, or base
salary, as applicable, (not including any bonuses, commissions or similar
payments) and shall include (and all calculations based upon the Participant’s
Compensation shall include) all amounts that would be included in the
Participant’s taxable income as base wages or base salary but for the fact that
such amount was contributed to a qualified plan pursuant to an elective
deferral under Section 401(k) of the Code or contributed under a salary
reduction agreement pursuant to Section 125 of the Code or deferred pursuant to
a non-qualified deferred compensation plan, in each case, to the full extent
permitted by law and applicable regulations, if any.


 


                “Eligible
Employee” means an employee of the Company or a Subsidiary who meets
the eligibility requirements set forth in Section 5 hereof.


 


                “Option
Period” means each of the periods pursuant to Section 6 of
this Plan during which this Plan remains in effect.


 


                “Options” shall mean a right to purchase shares of
Stock pursuant to this Plan.


 


                “Participant” shall have the meaning set forth in Section
6 of this Plan.


 


                “Plan” means this Amended and Restated 2002
Employee Stock Purchase Plan.


 


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                “Specified Percentage” shall have the meaning set forth in Section
7(a) of this Plan.


 


                “Stock”
means the Class A Common Stock, $.01 par value per share, of the Company.


 


                “Subsidiary”
means a “subsidiary corporation” as defined in Section 424(f) of the Code that
the Board of Directors has designated as a subsidiary whose employees are,
subject to the specific requirements of the Plan, eligible to participate in
the Plan.


 


SECTION 3.           ADMINISTRATION OF PLAN


 


The Plan shall be administered by the Committee. The Committee shall
have the right to determine all questions regarding the interpretation and
application of the provisions of the Plan and to make, administer, and
interpret such rules and regulations as it deems necessary or advisable with respect
to the Plan. The Committee’s decisions will be final and binding.  At the request of the Committee, the Company
may appoint a “Plan Administrator” to carry out the ministerial functions
necessary to implement the decisions and actions of the Committee with respect
to any offering under the Plan.


 


SECTION 4.           STOCK


 


Under the Plan, there is available an
aggregate of 1,000,000 shares of Stock (subject to adjustment as provided in Section
17) for sale pursuant to the exercise of Options granted under the Plan to
Eligible Employees. The Stock to be delivered upon exercise of Options under
the Plan may be either shares of authorized but unissued Stock or shares of
reacquired Stock, as the Board of Directors may determine. With respect to the
offering applicable to an Option Period, the Committee will specify the number
of shares to be made available and such other terms and conditions not
inconsistent with the Plan as may, in the opinion of the Committee, be
necessary or appropriate; provided, however,
that absent action by the Committee, the maximum number of shares then
available for purchase under the Plan shall be offered in each Option
Period.  All shares included in any
offering under the Plan in excess of the total number of shares for which
Options are granted hereunder and all shares with respect to which Options
granted hereunder which are not exercised or are cancelled or deemed to be
cancelled as provided herein shall continue to be reserved for the Plan and
shall be available for inclusion in any subsequent offering under the Plan.


 


SECTION 5.           ELIGIBLE EMPLOYEES


 


(a)           Except
as otherwise provided below, each individual who is an employee of the Company
or a Subsidiary, who has a customary working schedule of at least twenty (20)
hours per week, and who has been an employee of the Company or a Subsidiary for
at least one year will be eligible to participate in the Plan.


 


(b)           Any employee who, immediately after the grant of an Option, would own
or be considered to own (in accordance with the provisions of Sections 423 and
424(d) of the Code) stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or a
subsidiary of the Company will not be eligible to receive an Option pursuant to
the Plan.


 


(c)           The Plan will be operated in compliance with the limitations on
purchases of stock contained in Section 423(b)(8) of the Code, as described in
Section 8.


 


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SECTION 6.           OPTION PERIODS; METHOD OF PARTICIPATION


 


(a)           Unless the Board of Directors determines otherwise, an offering of
shares under the Plan shall be made with respect to each Option Period during
which the Plan remains in effect. Each Option Period shall be of six-months
duration. Each Option Period shall commence on either January 1 or July 1 of
the calendar year.


 


(b)           Each person who will be an Eligible Employee on the first day of an
Option Period may elect to participate in the Plan by executing and delivering,
within a reasonable time frame prior to the first day of the Option Period as
specified by the Committee, a payroll deduction authorization form in
accordance with Section 7. Such employee will thereby become a
participant (“Participant”) in
the Plan for that Option Period and each subsequent Option Period unless he or
she withdraws from participation in the Plan in accordance with Section 12.


 


SECTION 7.           PAYROLL DEDUCTION AMOUNTS AND PROCEDURES


 


(a)           The payroll deduction authorization form
completed by the Participant will request withholding by means of payroll
deductions from Compensation payable during the applicable Option Period at a
rate, expressed as a whole percentage, of not less than 1%, except as provided
in Section 7(b), nor more than 15% of his or her Compensation payable
during the applicable Option Period (based on rate in effect on the first day
of the applicable Option Period) (the “Specified
Percentage”). The amount equal to the Specified Percentage of the
Participant’s Compensation for the applicable Option Period will be withheld
from the Participant’s Compensation in installments over the term of the Option
Period (one installment each pay period during the Option Period, with the
amount of the installments to be as nearly equal as is practicable, subject to
adjustment resulting from a change in the Specified Percentage as permitted in Section
7(b) below). Such withheld amounts will be credited to a withholding
account for the Participant. The Participant’s payroll deduction authorization
will remain in effect until amended by the Participant in accordance with Section
7(b) or Section 7(c), or until the Participant withdraws from the
Plan in accordance with Section 12.


 


(b)           As of the April 1 or October 1 which marks
the first day of the second three months of any Option Period, a Participant
may, subject to the provisions set forth elsewhere in this Plan, elect to decrease
by one or more whole percentages (including to zero) the Specified Percentage
of his or her payroll deductions for the current Option Period by delivering
written notice to the Company of such election within a reasonable time period
before such April 1 or October 1 date, as applicable, as specified by the
Committee. The reduction in the Specified Percentage will take place as of the
applicable April 1 or October 1 date or as soon thereafter as practicable, as
determined by the Company, and will remain in effect for the subsequent Option
Periods unless amended in accordance with Section 7(c) or the
Participant withdraws from the Plan in accordance with Section 12. If a
Participant elects to reduce his or her contribution rate to zero percent, amounts
contributed to the Plan during the first three months of the Option Period will
be used to purchase shares at the end of the Option Period but no further
contributions will be made during the balance of the Option Period or from
subsequent Option Periods unless the Participant completes a new authorization
form in accordance with Section 6(a).


 


(c)           A Participant may increase (but not above 15%) or reduce (but not below
1%) the Specified Percentage of his or her payroll deduction authorization for
a future Option Period by written notice delivered to the Company, within a
reasonable time period specified by the Committee, prior to the first day of
the Option Period as to which the change is to be effective.


 


SECTION 8.           GRANT OF OPTIONS


 


Each person who is a
Participant on the first day of an Option Period will as of such day be granted
an Option for such Option Period.  Such
Option will be for the number of whole shares of Stock to be


 


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determined by dividing (i)
an amount equal to 15% of such Participant’s Compensation payable or projected
to be payable during the applicable Option Period at the rate in effect on the
first day of the applicable Option Period by (ii) 85% of the fair market value
of a share of the Stock as of the first day of the Option Period and
disregarding any fractional interest.


 


In the event the total maximum number of
shares for which Options would otherwise be granted in accordance with this Section
8 under any offering hereunder exceeds the number of shares offered or
available under the Plan, the Company shall reduce the maximum number of shares
for which Participants may be granted Options to allot the shares available in
such manner as it shall determine, but generally pro rata, and shall grant
Options to purchase only for such reduced number of shares.  In such event, the payroll deductions to be
made pursuant to the authorizations therefor shall be reduced accordingly
(without regard to the otherwise applicable minimum contributions) and the
Company shall give written notice of such reduction to each Participant
affected thereby.


 


Notwithstanding the foregoing, no Participant may be granted an Option
to purchase shares under the Plan which permits his or her right to purchase
Stock under the Plan and all other stock option plans of the Company pursuant
to Section 423 of the Code to accrue at a rate which exceeds in any one
calendar year $25,000 of the fair market value of such Stock (determined as of
the first day of the applicable Option Period).


 


SECTION 9.           PURCHASE PRICE


 


The purchase price of Stock issued pursuant
to the exercise of an Option will be 85% of the fair market value of the Stock
at the time at which the Option is deemed exercised.  Unless the Board of Directors determines
otherwise in good faith, fair market value on any given day will mean the
Closing Price of the Stock on such day (or, if there was no Closing Price on such
day, the latest day prior thereto on which there was a Closing Price).  A good faith determination by the Board of
Directors as to fair market value shall be final and binding. The purchase
price for shares purchased pursuant to the Plan will be payable only by means
of payroll deductions as provided herein.


 


SECTION 10.         EXERCISE OF OPTIONS


 


(a)           Each employee who is a Participant in the
Plan on the last day of an Option Period will be deemed on such day to have
exercised, to the extent of such Participant’s withholding, the Option granted
to him or her for that Option Period. 
The exercise shall be for the purchase of the maximum number of whole
shares of Stock subject to the Option which can be purchased with the entire
withholding amount in the Participant’s account, but not to exceed the number
of shares determined under Section 8. 
In the event that the amount of the Participant’s withholding is in
excess of the total purchase price of the Stock so issued, the balance of the
account shall be returned to the Participant, provided, that if such
excess amount is less than the purchase price of one share of Stock, such
excess amount shall be retained by the Company in the Participant’s withholding
account and shall be available for application toward the purchase price of
shares of Stock in a subsequent Option Period. 
The entire balance of the Participant’s withholding account following
the final Option Period shall be returned to the Participant.


 


(b)           As promptly as practicable after the end of
the Option Period, the Company will deliver the shares purchased upon exercise
of the Option to a brokerage firm, as may be designated by the Committee from
time to time, which will hold shares in individual accounts established for the
benefit of each Participant. The brokerage account may be in the name of the
Participant or, if such Participant so indicates on the appropriate form, in
the Participant’s name jointly with another person, with right of survivorship.


 


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(d)           Notwithstanding anything herein to the contrary, the obligation of the
Company to issue and deliver shares of Stock under the Plan is subject to the
approval required of any governmental authority in connection with the
authorization, issuance, sale or transfer of said shares of Stock, to any
requirements of any national securities exchange applicable thereto, and to
compliance by the Company with other applicable legal requirements in effect
from time to time, including without limitation any applicable tax withholding
requirements.


 


SECTION 11.         USE OF FUNDS; NO FRACTIONAL SHARE INTERESTS


 


(a)           All payroll deductions received or held by the Company under the Plan
may be used by the Company for any corporate purpose and the Company shall not
be obligated to segregate such payroll deductions; provided, however, that the Company may elect, at its sole
discretion, to segregate such payroll deductions for the benefit of
Participants. Until paid over to the applicable Participant or used to purchase
shares of Stock as provided hereunder, the amount of each Participant’s payroll
deductions in connection with any applicable offering shall represent an
indebtedness of the Company to such Participant.


 


(b)           No interest will be payable on withholding
accounts; provided, however, that
the Company may elect, at its sole discretion, to pay interest on such
withholding accounts on a non-discriminatory basis at a market rate of interest
calculated pursuant to procedures established by the Company, all as determined
in good faith by the Committee in its sole discretion.


 


(c)           No fractional shares or fractional share
interests will be issued or credited to a Participant’s account under this
Plan.


 


SECTION 12.         WITHDRAWAL AND CANCELLATION


 


(a)           A Participant who holds an Option under the
Plan may at any time prior to exercise thereof under Section 10 withdraw
from participation in the Plan by written notice delivered to the Company.  Upon such withdrawal, the Participant shall
cease to be a Participant, such Option shall be deemed cancelled in its
entirety, and the balance in his or her withholding account will be returned to
him or her as soon as practicable.


 


(b)           If a Participant reduces to zero his or her
future payroll deductions with respect to the then current Option Period pursuant
to Section 7(b), the Participant shall continue to be a Participant for
such Option Period unless the Participant elects by notice in writing to the
Company to withdraw from participation in the Plan as provided in Section
12(a). The Participant’s reduction to zero, however, will be treated as an
election by the Participant to withdraw from the Plan with respect to
subsequent Option Periods.


 


(c)           Any Participant who withdraws from
participation in the Plan as provided herein may, as of the beginning of a
subsequent Option Period, again become a Participant in accordance with Section
6 of this Plan.


 


(d)           If a Participant’s payroll deduction
terminates for any reason not otherwise provided for in this Section 12,
the Participant will be deemed to have withdrawn from participation in the
Plan, his or her Option shall be cancelled in its entirety, and the balance in
his or her withholding account will be returned to him or her as soon as
practicable.


 


SECTION 13. TERMINATION OF EMPLOYMENT


 


Subject to Section 14, upon the
termination of a Participant’s service with the Company or a Subsidiary for any
reason, such person will cease to be a Participant, and any Option held by such
Participant under


 


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the Plan will be deemed cancelled, the
balance of his or her withholding account will be returned to him or her, and
such person will have no further rights under the Plan.


 


SECTION 14.         DESIGNATION OF BENEFICIARY; DEATH OF
PARTICIPANT


 


(a)           A Participant may file a written designation
of a beneficiary who is to receive any shares of Stock and cash to the
Participant’s credit under the Plan in the event of such Participant’s death
prior to delivery to him or her of any such shares and cash.  Such designation of beneficiary may be
changed by the Participant at any time by written notice.  Upon the death of a Participant and upon
receipt by the Company of proof of the identity and existence at the
Participant’s death of a beneficiary validly designated by the Participant
under the Plan, the Company shall deliver such shares and cash to such
beneficiary.  In the event of the death
of a Participant and in the absence of a beneficiary validly designated under
the Plan who is living at the time of such Participant’s death, the Company
shall deliver such shares and cash to the executor or administrator of the
estate of the Participant, or if no such executor or administrator has been
appointed (to the actual knowledge of the Company) the Company shall deliver
such shares and cash to the applicable court having jurisdiction over the
administration of such estate.  No
designated beneficiary shall, prior to the death of the Participant by whom he
or she has been designated, acquire any interest in the shares or cash credited
to the Participant under the Plan.


 


(b)           In the event of the death of a Participant,
any Option held by the Participant at such time shall be deemed to be
immediately canceled and any cash and/or Stock credited to the Participant
under the Plan will be delivered to his or her designated beneficiary or, in
the absence of a living designated beneficiary, his or her estate as soon as
practicable after the end of the current Option Period.


 


SECTION 15.         PARTICIPANT’S RIGHTS NOT TRANSFERABLE


 


All Participants will have the same rights
and privileges under the Plan; provided,
that the use of Compensation (which varies among Eligible Employees) as the
basis for determining the number of shares for which an Eligible Employee
electing to participate in an offering under the Plan may be granted an Option
shall not be construed to create a difference in such rights and privileges so
long as each Eligible Employee has the right to elect the same percentage of
his Compensation as a payroll deduction under Section 7.  Each Participant’s rights and privileges with
respect to any Option may be exercisable during the Participant’s lifetime only
by him or her, and may not be sold, pledged, assigned, or transferred in any
manner.  In the event any Participant
violates the terms of this Section, any Option held by such Participant may be
terminated by the Company and, upon return to the Participant of the balance of
his or her withholding account, all his or her rights under the Plan will
terminate.


 


SECTION 16.         EMPLOYMENT RIGHTS AND STOCKHOLDER RIGHTS


 


(a)           Nothing contained in the provisions of the
Plan will be construed to give to any employee the right to be retained in the
employ of the Company or a Subsidiary or to interfere with the right of the
Company or a Subsidiary to discharge any employee at any time. The loss of
existing or potential profit in Options will not constitute an element of
damages in the event of termination of employment for any reason, even if the
termination is in violation of an obligation to the Participant.


 


(b)           An
Eligible Employee shall have no rights as a stockholder with respect to shares
subject to an Option issued hereunder until such Option has been exercised and
shares issued in accordance with the terms of the Plan.


 


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SECTION 17.         CHANGE IN CAPITALIZATION


 


In the event of any change in the outstanding
Stock of the Company by reason of a stock dividend, spin-off, recapitalization,
merger, consolidation, reorganization, or other capital change, after the effective
date of this Plan, the aggregate number of shares available under the Plan, the
number of shares under Options granted but not exercised, and the Option price
will be appropriately adjusted in the manner determined by the Committee, in
its sole discretion.


 


SECTION 18.         AMENDMENT AND TERMINATION OF PLAN


 


(a)           The Company reserves the right at any time or
times to amend the Plan to any extent and in any manner it may deem advisable
by proper action of the Board of Directors; provided,
however, that any amendment relating to the aggregate number of
shares which may be issued under the Plan (other than an adjustment provided
for in Section 17 of this Plan) or to the employees (or class of
employees) eligible to receive Options under the Plan will have no force or
effect unless it is approved by the shareholders of the Company within twelve
months of its adoption; and provided further,
that no such amendment shall make any change in any Option theretofore granted
which would adversely affect the rights of any Participant without the express
written consent of such Participant.


 


(b)           The Plan shall terminate: (i) automatically
when all the Stock reserved for the purposes of the Plan has been purchased or
(ii) as of the conclusion of any Option Period, as the Board, acting in its
sole discretion prior to the last day of such Option Period, shall specify.


 


SECTION 19. GOVERNMENTAL APPROVALS OR
CONSENTS


 


The Board of Directors may make such changes
in the Plan and include such terms in any offering under the Plan as may be
necessary or desirable, in the opinion of counsel, so that the Plan will comply
with the rules and regulations of any governmental authority and so that
Eligible Employees participating in the Plan will be eligible for tax benefits
under the Code or the laws of any state.


 


SECTION 20.         COSTS AND EXPENSES


No brokerage commissions or fees shall be charged by the Company in
connection with the purchase of shares of Stock by Participants under the
Plan.  All costs and expenses incurred in
administering the Plan shall be borne by the Company.


 


 


IN WITNESS WHEREOF, the Company has caused
this Amended and Restated Plan to be executed on its behalf this 16th day of
December, 2005.


 


	
   

  	
  SCIENTIFIC GAMES
  CORPORATION

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Martin E. Schloss

  	
   

  
	
   

  	
   

  	 

	
   

  	
  Its:

  	
  Vice President, General
  Counsel & Secretary

  	 

					



 


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