Exhibit 10.1


 


August 5, 2008


 


Steve
Saferin


Vice
President SGI, President of Properties Operating Group


1500
Bluegrass Lakes Parkway


Alpharetta,
Georgia


 


Dear
Steve:


 


As
part of its succession planning and review of executive employment contracts,
the Compensation Committee of the Board and Lorne Weil, CEO and Chairman of the
Board, have determined that a three year extension of the term of your
employment agreement is in the best interest of the Company.   Consequently, we propose the following
amendments to your existing employment agreement dated as of January 1,
2006 (and executed as of August 2, 2006) (the “2006 Agreement”), which,
except as amended hereby, will continue in full force and effect:


 


Section 2: The Term shall be extended through December 31, 2011.


 


Section 3:
Your duties will remain unchanged except that:


 


i)                                         From close of
business on January 16, 2009 through May 15, 2009, you will not be
required to keep office hours as the Company will provide you with a sabbatical
period during which you may travel (it being understood that you will maintain
electronic communication reasonably periodically during such period); and


 


ii)                                    Beginning January 1,
2011, on terms to be agreed between the parties, you may be requested or
request to transition your responsibilities from responsibility of the profit
and loss of the Properties division to strategic initiatives.


 


New Section 5X:  Payments in event of expiration of this
extended term on or after December 31, 2011:


 


In the event that this
Agreement expires on or after December 31, 2011, Executive will receive
Standard Termination Payments as defined in sub-section 5(a) of the 2006
Agreement and:


 


1

















 


A.                                                              The non-equity
portion of Executive’s incentive compensation for the completed calendar year
during which the expiration occurs, payable if, as and when such bonuses are
awarded in the ordinary course in March of the 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; and


 


B.                                                                Except to the
extent otherwise provided at the time of grant under the terms of any equity
award made to Executive, all stock options, deferred stock, restricted stock
and other equity-based awards held by Executive, if termination on or after December 31,
2011 not for cause, will become fully vested and non-forfeitable (provided that
any such options will cease being exercisable upon the earlier of one year
after the expiration date of the 2006 Agreement (as amended hereby) and the
scheduled expiration date of such options), 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.


 


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/
  Michael Chambrello

  
	
   

  	
   

  	
  Name:

  	
  Michael
  Chambrello

  
	
   

  	
   

  	
  Title:

  	
  President
  and Chief Operating Officer

  



 


Accepted
and Agreed to as of August 5, 2008:


 


	
  By:

  	
  /s/
  Steve Saferin

  	
   

  
	
   

  	
  Steve
  Saferin

  	
   

  



 


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