Exhibit 10.7


 


SUPERSEDING


EMPLOYMENT, SEPARATION, AND GENERAL RELEASE
AGREEMENT


 


This
Superseding Employment, Separation, Non-Competition and General Release Agreement
(this “Agreement”) is made and entered into as of the 1st day of July, 2008 (“Effective
Date”), by and between SCIENTIFIC GAMES INTERNATIONAL, INC., a Delaware
corporation (the “Company”), which is a subsidiary of SCIENTIFIC GAMES
CORPORATION, a Delaware corporation (“SGC”), and William J. Huntley (“Executive”).


 


W I T N E S S E T H


 


WHEREAS, Executive has been
employed pursuant to various agreements most recently superseded by an
Employment Agreement with the Company entered into as of August 1, 2006 and
now in effect (“Employment Agreement”);


 


WHEREAS, the Company and
Executive desire that this Agreement modify and supersede the Employment
Agreement to the extent specifically provided for herein;


 


WHEREAS, the
Company and Executive agreed that he would begin transitioning some of his
management responsibilities in 2007 without prejudice to his rights under the
Employment Agreement;


 


WHEREAS, the
Company and Executive wish to modify the terms of Executive’s Employment Agreement
so that the Company may retain the benefit of Executive’s historic knowledge of
and perspective on matters at the Company and that Executive may obtain certain
benefits not presently available under the Employment Agreement; 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 him to the
fullest extent permitted by law and without any admission of liability or
wrongdoing on either part.


 


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.    Term.  This
Agreement shall consist of two periods as follows:


 


a.             a transition period beginning July 1, 2008 and
ending February 1, 2009 (“Transition Period”); and


 


b.             a severance period following the conclusion of the
Transition Period (“Severance Period”).


 


2.    Consideration to Executive.  Except for any payments or benefits Executive
may receive during the Initial Period pursuant to his participation in the
Company’s benefit plans, programs and arrangements, including group insurance
benefits, 401(k) plan, stock ownership plans, and 


 

















 


such other plans and programs generally
provided to employees, and subject to the terms and conditions set forth
therein, Executive acknowledges and agrees that the payments described in this Agreement
fulfill any and all of the Company’s obligations to him under any contract,
bonus, incentive compensation, severance or separation plan or any other plan
or arrangement, and Executive specifically acknowledges and agrees that he is
entitled to no other compensation payments or benefits from the Company of any
kind or nature whatsoever, except as otherwise expressly provided in this
Agreement.  Notwithstanding the
foregoing, Executive is not waiving or releasing any claims to any vested
benefits.


 


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:


 


	
  a.

  	
   

  	
  During the
  Transition Period:

  
	 
	
   

  	
   

  	
   

  
	 
	
  i.

  	
   

  	
  Base
  Salary. Executive’s Base Salary shall continue
  during the Initial Period at the rate of Five Hundred and Fifty Thousand
  Dollars ($550,000) per annum, payable in accordance with the Company’s
  regular payroll practices and subject to such deductions or amounts to be
  withheld as required by applicable law and regulations;

  
	 
	
   

  	
   

  	
   

  
	 
	
  ii.

  	
   

  	
  Incentive Compensation. Executive will remain eligible for
  incentive compensation at the rate set forth in Paragraph 4(b) of the
  Employment Agreement as determined by the Compensation Committee of the Board
  of Directors and paid in accordance with the procedures under such program no
  later than March 31, 2009 which, for the avoidance of doubt, includes
  the cash component of Executive’s 2008 bonus;

  
	 
	
   

  	
   

  	
   

  
	 
	
  iii.

  	
   

  	
  Equity,
  Health and Welfare Benefits. Executive shall be
  entitled to participate in the MICP and in all medical insurance, group
  health, disability, life, 401(k) and other benefits and plans as
  generally provided by the Company to its executive employees; and

  
	 
	
   

  	
   

  	
   

  
	 
	
  iv.

  	
   

  	
  Expense
  Reimbursement. The Company shall reimburse
  Executive for reasonable business expenses associated with travel under this
  Agreement attendant to requests for same and in accordance with the policies
  and procedures of the Company.

  
								



 


b.           Separation
Benefits. At 11:59 pm.on February 1, 2009, Executive’s
employment shall terminate and he shall be entitled to receive the following “Separation
Benefits” which monies will be paid within thirty (30) days of termination of
employment unless specifically required to be paid at a later time as set forth
below to comply with Internal Revenue Code, as amended  (“IRC”) Section 409A, and subject to
such deductions or amounts to be withheld as required by applicable law and
regulations:


 


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  i.

  	
   

  	
  any accrued but unpaid Base Salary for
  services rendered to the date of termination will be paid in accordance with
  the Company’s regular payroll policies;

  
	
   

  	
   

  	
   

  
	
  ii.

  	
   

  	
  all vested nonforfeitable amounts owing or
  accrued at the date of termination under the Company’s benefit plans,
  programs and arrangements in which Executive theretofore participated will be
  paid under the terms and conditions of such plans, programs and arrangements
  (and agreements and documents thereunder), including but not limited to
  unused vacation;

  
	
   

  	
   

  	
   

  
	
  iii.

  	
   

  	
  reasonable business expenses incurred by Executive
  prior to termination of employment shall be reimbursed in accordance with the
  Company’s standard policies and procedures; provided, however, that Executive
  must submit vouchers for any such expenses in accordance with the Company’s
  standard procedures within ten (10) business days of his last day of
  employment;

  
	
   

  	
   

  	
   

  
	
  iv.

  	
   

  	
  all outstanding equity interests
  (restricted stock units and options) which have been granted to Executive
  shall immediately be vested, deliverable and exercisable in accordance with
  and otherwise governed by SGC’s stock option plans, including exercise within
  ninety (90) days of vesting;

  
	
   

  	
   

  	
   

  
	
  v.

  	
   

  	
  $2,881,806.25 representing the value of the SERP on December 31,
  2004, which sum is grandfathered under IRS Section 409A, subject to applicable
  tax withholding;

  
	
   

  	
   

  	
   

  
	
  vi.

  	
   

  	
  six months and one day after date of Executive’s termination of
  employment, an additional sum of $1,556,365.09,representing the
  difference between: (i) the value of the SERP on February 1, 2009;
  and (ii) the amount paid to Executive under
  Section 2(b)(v) above. The valuation of the SERP as of the date of
  termination shall be based upon prior valuation of $3,788,461 as of
  December 31, 2005, adjusted from that date by an amount calculated at 4%
  simple, annual interest through February 1, 2009; and

  
	
   

  	
   

  	
   

  
	
  vii.

  	
   

  	
  the sum of nine hundred and thirty thousand five hundred dollars
  ($930,500.00) consisting of:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.             one year Base Salary of
  $550,000;

  
	
   

  	
   

  	
  2.             a severance bonus amount of
  $368,500;

  
	
   

  	
   

  	
  3.             an amount of $12,000 to
  enable Executive to purchase such insurance as he deems appropriate,
  including continued coverage under COBRA;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  which amounts will be paid as follows:  (a) one-half of the aggregate amount,
  or $465,215, shall be paid in a lump sum approximately six months after
  Executive’s last day of employment in conformity with the requirements of IRC
  Section 409A; and (b) the remaining one-half, or $465,215, shall
  thereafter be paid in equal bi-weekly installments over a period of six
  months beginning six 

  



 


3

















 


months after termination of Executive’s
employment.


 


c.            Effect of Executive’s Total Disability or Death.  In the event of Executive’s termination during
the Initial Period or the Extended Transition Period by reason of “total
disability” (as defined in the Employment Agreement), Executive will receive
all amounts not previously paid to Executive but which would have been
otherwise  payable to Executive under this
Section 2 of this Agreement as if he had not suffered a total disability,
but reduced by any disability payments provided to Executive as a result
of any disability plan sponsored by the Company or its affiliates providing disability
benefits  to the Executive.  In
the event of Executive’s death prior to the end of the Term of this Agreement,
his estate shall receive all amounts not previously paid to Executive but which
would have been otherwise  payable to
Executive under this Section 2 of this Agreement as if he had not died
prior to the expiration of the Term of this Agreement..


 


d.            Effect
of Termination For Cause by the Company.  The Company may terminate this Agreement during
the Initial Period or the Extended Transition Period for “Cause” as defined in
the Employment Agreement or Executive’s gross neglect of Executive’s duties under
Section 3 of this Agreement.  In the
event such a termination occurs during the Initial Period, Executive will receive
the amounts specified in Section 2(b) except those in 2(b)(iv) and
2(b)(vii)  of this Agreement and no additional payments shall be made
under this Agreement.


 


3.    Duties and
Title.  During the Transition Period, Executive
will no longer serve as an executive officer of the Company or as an executive
officer or Board Member of its subsidiaries and affiliates and will transition
those responsibilities to other person(s) designated by the CEO, Chairman
or Board of Directors of SGC.  Executive will
execute such documents and take such other action as may be necessary to
effectuate his resignation or removal from such positions in a manner
consistent with the requirements of the various jurisdictions in which he holds
office; provided that such resignations from office shall not be deemed to be a
termination of this Agreement.  Executive
will continue to have use of office space, computer, telecommunications
equipment, and secretary in order to perform special oversight responsibilities
as assigned by the CEO, Chairman or or Board of Directors of SGC.


 


4.    Executive’s Release of the Company and
Covenant Not to Sue.


 


a. In consideration of the promises made by
the Company as set forth in this Agreement, which Executive acknowledges and
agrees are not otherwise owed to him, Executive, on behalf of himself, his
agents, assignees,
attorneys, heirs, executors, administrators and anyone else claiming by or
through him, releases and waives all claims, charges, complaints, liens,
demands, causes of action, obligations, damages, liabilities or the like (including
without limitation attorneys’ fees and costs) (collectively, “Claims”) that Executive
had, now has or may claim to have against the Company and its parent(s) (including
without limitation SGC), affiliates, subsidiaries and members, predecessors,
successors or assigns, and any of its or their past or present shareholders; and
any of its or their past or present directors, executives, officers, employees,
members, insurers, attorneys, consultants, agents, benefit plans and trustees,
fiduciaries, and administrators of those plans (collectively, the “Released
Parties”) as of the date of execution of this Agreement, whether now known or
unknown, including without limitation in


 


4

















 


respect of all matters relating to or in any
way arising out of any aspect of Executive’s employment with the Company and
future separation from employment with the Company, or treatment of Executive
by the Company while in the Company’s employ, including without limitation all
claims under any applicable law, including but not limited to all U.S. local, state
or federal law of/for salary and other wages, incentive compensation and other
bonuses, severance pay, vacation pay or any benefits under the Employee
Retirement Income Security Act of 1974, as amended:


 


i.                              discrimination,
harassment or retaliation based upon race, color, national origin, ancestry,
religion, marital status, sex, sexual orientation, citizenship status,
pregnancy, family status, leave of absence (including without limitation the
Family Medical Leave Act or any other federal, state or local leave laws),
medical condition or disability 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, including without limitation any claims of age discrimination 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; or under the Worker Adjustment and
Retraining Notification Act, or any other federal, state or local law
concerning plant shutdowns, mass layoffs, reductions in force or other business
restructuring;


 


ii.                           the
Sarbanes-Oxley Act of 2002 and any other federal, state or local whistleblower
laws;


 


iii.                        breach of
implied or expressed contract (whether written or oral), breach of promise,
misrepresentation, fraud, estoppel, breach of any covenant of good faith and
fair dealing, and including without limitation breach of any express or implied
covenants of the Employment Agreement;


 


iv.                       defamation,
negligence, infliction of emotional distress, violation of public policy,
wrongful or constructive discharge, or any employment-related tort;


 


v.                          any
violation of  the New York State Human
Rights Law, New York Labor Act, New York Equal Pay Act, 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 and New York City
Administrative Code, or any comparable federal, state or local law;


 


vi.                        any
violation of the Georgia AIDS Confidentiality Act – O.C.G.A. §24-9-47; the
Georgia Equal Pay Act (Sex Discrimination in Employment) – O.C.G.A. §34-5-1 et
seq.; the Atlanta Anti-Discrimination Ordinance; the Georgia Age Discrimination
in Employment Act – O.C.G.A. §34-1-2; the Georgia Equal Employment for Persons
with Disabilities Code – O.C.G.A. §34-6A-1 et seq.; and the Georgia Wage
Payment and Work Hour Laws; any 


 


5

















 


violation of any statute, regulation, or law of any country or nation;
costs, fees, or other expenses, including attorneys’ fees; any violation of any
statute, regulation, or law of any country or nation;


 


vii.       costs, fees, or other
expenses, including attorneys’ fees; and


 


viii.      any
other claim of any kind whatsoever;


 


provided, however, that nothing herein shall release the Company from
its obligations under this Agreement. BY SIGNING THIS RELEASE EXECUTIVE IS
KNOWINGLY AND VOLUNTARILY WAIVING 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 OF EXECUTIVE WAIVED ABOVE.  Executive agrees that the release set forth
in this Section will bar all claims or demands of every kind, known or unknown,
referred to above in this Section and further agrees that no non-governmental
person, organization or other entity acting on his behalf has in the past or
will in the future file any lawsuit, arbitration or proceeding asserting any
claim that is waived under this Agreement.


 


If Executive breaks this promise and files a
lawsuit, arbitration or proceeding making any claim waived in this Agreement, (x) Executive
will pay for all costs, including reasonable attorneys’ fees, incurred by the
Company in defending against such claim; (y) Executive gives up any right
to individual damages in connection with any administrative, arbitration or
court proceeding with respect to his employment with and/or resignation from employment
with the Company; and (z) if he is awarded money damages, he will assign
to the Company his right and interest to all such money damages.  Notwithstanding the foregoing, this Section 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 Section 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 he shall not solicit, encourage, assist or participate (directly or
indirectly) in bringing any Claims or actions against the Company or its
parents or affiliates by other current or former employees, executives,
officers or third parties, except as compelled by subpoena or other court order
or legal process, and only after providing the Company with prior notice of any
such subpoena, order or legal process and an opportunity to contest.


 


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


 


6

















 


d.             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 date of execution, whether known or unknown.


 


5.    Continuing and Terminated Obligations.  The parties shall not have any further
obligations under the Employment Agreement except that the following
provisions, each of which are incorporated by reference herein, shall remain in
full force and effect:   Section 6.1
(entitled “Noncompetition; Nonsolicitation”) except that “Covered Time” shall
mean the period commencing at the termination of Executive’s employment and
ending eighteen months thereafter;  Section 6.2
(entitled “Propriety Information; Inventions”); Section 6.3 (entitled “Confidentiality
and Surrender of Records”); Section 6.4 (entitled “Nondisparagement”); Section 6.5
(entitled “No Other Obligations”); Section 6.6 (entitled “Forfeiture of
Outstanding Options”); Section 6.7 (entitled Enforcement); Section 6.8
(entitled “Cooperation with Regard to Litigation”); Section 6.10 (entitled
“Company”); Section 7 (entitled “Code of Conduct”); Section 8
(entitled “Indemnification”); Section 9 (entitled “Assignability; Binding
Effect”); Section 11 (entitled “Severability”); Section 16 (entitled “Notices”).  The Company reserves and maintains the right
to seek repayments of amounts paid under this Agreement, in addition to any
other rights and remedies under the Agreement and applicable law, if Executive
breaches any of the covenants in Section 6 of the Employment Agreement or
those contained herein.


 


6.    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 he will not directly
or indirectly make or issue any private statement, press release or public
statement, or communicate or otherwise disclose to any Executive 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, applicable regulatory requirements or pursuant
to compulsory legal process; provided, however, that Executive may disclose the
terms of this Agreement to his immediate family, attorneys, and accountants or
other financial advisors so long as they agree to abide by the foregoing
confidentiality restriction.


 


7.    Return of Company Property.  Executive agrees that he will surrender to
the Company all Company credit cards, parking cards, security badges, cell
phones, pagers, Blackberry, computer equipment, expense accounts, and that he
will submit all outstanding travel vouchers, business expenses and the like no
later than 15 days after the expiration of the Term.  Executive further agrees that he will return
to the Company, on or before 15 days after the expiration of the Term 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 his possession,
custody or control.


 


8.    Non-Admissions.  The parties hereto recognize that, by
entering into this Agreement, each of the Company and the Executive 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 his employment by the Company
or his resignation from employment, and to avoid the expense and burden of any
litigation related 


 


7

















 


thereto, and (b) the amounts payable to Executive
hereunder are in addition to anything of value to which he is already entitled.


 


9.    Rights After Breach.  Executive agrees that, in the event he
materially breaches any provision of this Agreement, in addition to rights
otherwise set forth in this Agreement: (a) the Company shall have the
right to (i) offset or reduce or discontinue any payments, reimbursements
or benefits he otherwise would be entitled to receive under the provisions of
this Agreement; and (ii) demand repayment of or reimbursement for, and Executive
shall immediately repay or reimburse the Company upon demand, any or all
payments, reimbursements or benefits paid or provided to him under the
provisions of this Agreement; and (b) the Released Parties shall be
entitled to file counterclaims against Executive in the event of his breach of
the covenant not to sue and may recover from him any repayment or reimbursement
not made to the Company, as required by subpart (a) of this Section, as
well as any and all other resulting actual or consequential damages, including
reasonable attorneys’ fees and costs.


 


10.    Waiver of Breach.  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.


 


11.    Enforcement and Arbitration.
Any dispute, controversy or claim arising out of or relating to this Agreement remains
subject to arbitration in conformity with the Governing Law and Arbitration
provisions under Section 13 of the Employment Agreement.


 


12.    Severability.  If any provision or term of this Agreement, other
than the Executive’s General Release in Section 4 or the payments to
Executive in Section 2 or the Company’s general release of Executive in Section 4(d),
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.


 


13.    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.  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.


 


14.    Revocation and Effective Date.  Executive is advised that he has up to
twenty-one (21) calendar days to review this Agreement and to consult with an
attorney prior to execution of this 


 


8

















 


Agreement. Executive agrees that any
modifications, material or otherwise, made to this Agreement do not restart or
affect in any manner the original twenty-one (21) calendar day consideration
period unless mutually agreed.  Executive
may accept this Agreement by delivering a signed and dated copy of this
Agreement and the letter in the form attached as Exhibit A 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 to:


 


Ira Raphaelson


Vice President, General Counsel and Secretary


Scientific Games Corporation


750 Lexington Avenue, 25th Floor


New York, NY 10022


Fax: (212) 754-2372


 


Executive is further advised that he may
revoke his acceptance of this Agreement for a period of seven (7) calendar
days following his execution of this Agreement by delivering written notice to Mr. Raphaelson
by 5:00 p.m. on the seventh day following Executive’s execution of this
Agreement.  Executive acknowledges and
agrees that, if he revokes his acceptance of this Agreement, he shall receive
none of the benefits provided hereunder and this Agreement shall be null and
void, having no further force or effect, and that said Agreement will not be
admissible as evidence in any judicial, administrative or arbitral proceeding
or trial.  Executive further acknowledges
that if such revocation is not provided to the Company during the seven (7) day
revocation period, he shall have forever waived his right to revoke this
Agreement, and the Agreement shall thereafter have full force and effect as of
the eighth (8th) day after his execution of the Agreement (the “Effective Date”).


 


15.    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.


 


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


 


17.    Acknowledgment.  By executing this Agreement, Executive
acknowledges that (a) he 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 his right to do
so; (b) he has been advised by the Company pursuant to this Agreement to
consult with an attorney regarding the terms of this Agreement; (c) he has
consulted with an attorney or, in the alternative, waives his right to do so,
regarding the terms of this Agreement; (d) any and all questions regarding
the terms of this Agreement have been asked and answered to his complete
satisfaction; (e) he has read this Agreement, he has no contractual right
or claim to the benefits described herein other than as presently set forth in
the Employment Agreement and acknowledges that the consideration provided for
hereunder is in addition to anything of value to 


 


9

















 


which he already is entitled; (f) the
consideration provided for herein is good and valuable; and (g) he is
entering into this Agreement voluntarily, of his 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 his
execution 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.


 


18.    Executive acknowledges that he
has read all ten (10) pages of this Agreement and hereby freely and
voluntarily assent to all the terms and conditions in this Agreement, and sign
the same as his own free act with the full intent of accepting the benefits in
return for releasing the Released Parties from all Claims.


 


 


	
  /s/ William J. Huntley

  	
   

  	
  Date: May 19, 2008

  
	
  William J.
  Huntley

  	
   

  	
   

  



 


 


	
  /s/ Joyce Saulsbury

  	
   

  	
  Date: May 19, 2008

  
	
  Witness

  	
   

  	
   

  



 


 


SCIENTIFIC GAMES INTERNATIONAL, INC.


 


	
  By:

  	
   

  	
  /s/ Ira H. Raphaelson

  	
   

  	
  Date: June 3, 2008

  
	
   

  	
   

  	
  Ira H. Raphaelson

  	
   

  	
   

  
	
   

  	
   

  	
  Vice President, General Counsel and Secretary

  	
   

  	
   

  



 


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