Exhibit 10.3


 


Employment Agreement


 


This Employment Agreement
(the “Agreement”) is made as of March 2, 2009 but effective as of April 1,
2009 (the “Effective Date”), by and between Scientific Games
Corporation, a Delaware corporation (the “Company”), and Jeff Lipkin (“Executive”).  This effectiveness of this Employment
Agreement is subject to the termination of Executive’s employment with
Executive’s prior employer not later than June 15, 2009.


 


NOW, THEREFORE, in
consideration of the premises and mutual benefits to be derived herefrom and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the Company and Executive, the parties hereto agree as
follows.


 


1.       Employment; Term.  The Company hereby agrees to employ
Executive, and Executive hereby accepts employment with the Company, in
accordance with and subject to the terms and conditions set forth in this
Agreement.  This term of employment of
Executive under this Agreement (the “Term”) shall be the period commencing
on the Effective Date and ending on February 29, 2012, as may be extended
in accordance with this Section 1 and subject to earlier termination in
accordance with Section 4 hereof. 
The Term shall be automatically extended without further action by either
party hereto by one additional year (added to the end of the Term), and then on
each succeeding annual anniversary thereafter, unless either party hereto shall
have given written notice to the other party hereto prior to the date which is
ninety (90) days prior to the date upon which such extension would otherwise
have become effective electing not to further extend the Term, in which case
Executive’s employment shall terminate on the date upon which such extension
would otherwise have become effective, unless terminated in accordance with Section 4
hereof.


 


2.       Position and Duties.  During the Term,  Executive will serve as (a) Vice President of the
Company and (b) the Company’s Chief Financial Officer (“CFO”) from and
after the date the employment of the Company’s current Chief Financial Officer
is terminated, and (c) as an officer or director of any subsidiary or
affiliate of the Company if elected to any such position by the stockholders or
by the board of directors of any such subsidiary or affiliate, as the case may
be.  In such capacities, Executive shall
perform such duties and shall have such responsibilities as are normally
associated with such positions and as otherwise may be assigned to the
Executive from time to time by the Chief Executive Officer or upon the
authority of the Board.  Subject to Section 4(e) hereof,
Executive’s functions, duties and responsibilities are subject to reasonable
changes as the Company may in good faith determine from time to time.  Executive hereby agrees to accept such
employment and to serve the Company and its subsidiaries and affiliates to the
best of Executive’s ability in such capacities, devoting substantially all of
Executive’s business time to such employment; provided, however, that Executive
shall be entitled to devote reasonable time to (i) manage his personal
investments and otherwise attend to personal affairs, including family
financial and legal affairs, (ii)  teach, lecture or perform other
public-service activities, and (iii) serve on the boards of directors of
up to three  public corporations or other
entities with the approval of the Board, each in a manner that does not
materially conflict or unreasonably interfere with his responsibilities
hereunder.


 


3.       Compensation.


 


(a)           Base
Salary.  During the Term,  Executive will receive a base salary of four hundred
thousand U.S. Dollars (US$400,000) per annum (pro-rated for 2009), payable in
accordance with the Company’s regular payroll practices and subject to such
deductions or amounts to be withheld as


 


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required by applicable law and regulations or as may be
agreed to by Executive.  In the event
that the Company, in its sole discretion, from time to time determines to
increase Executive’s base salary, such increased amount shall, from and after
the effective date of such increase, constitute the “base salary” of
Executive for purposes of this Agreement.


 


(b)           Incentive Compensation. 
Executive shall have the opportunity annually to earn incentive compensation in
amounts determined by the Compensation Committee of the Board (the “Compensation
Committee”) in accordance with the applicable incentive compensation plan
of the Company as in effect from time to time (“Incentive Compensation”).  Under such plan, Executive shall have the
opportunity annually (beginning with respect to the 2009 performance period) to
earn up to 67% of Executive’s base salary as Incentive Compensation at “target
opportunity” (“Target Bonus”) and up to 133% of Executive’s base salary
as Incentive Compensation at “maximum opportunity” (“Maximum Bonus”) on
the terms and subject to the conditions of such plan; provided, however,
that Executive will receive minimum Incentive Compensation in the amount of at
least two hundred sixty-eight thousand U.S. Dollars (US$268,000) for 2009, when
bonuses for 2009 are awarded in the first quarter of 2010 (any such Incentive
Compensation to be subject to such deductions or amounts to be withheld as
required by applicable law and regulations or as may be agreed to by
Executive).


 


(c)           Eligibility for Annual Equity Awards. 
Executive shall be eligible to receive an annual grant of stock options,
restricted stock units or other equity awards in the sole discretion of the
Compensation Committee and in accordance with the applicable plans and programs
for similarly situated Executives of the Company and subject to the Company’s
right to at any time amend or terminate any such plan or program, so long as
any such change does not adversely affect any accrued or vested interest of
Executive under any such plan or program; provided, however, that
Executive shall receive one or more equity award(s) in 2010 with an
aggregate value (determined in accordance with the valuation procedures then
employed by the Company for equity awards generally) of not less than 95% of
Executive’s base salary (to be allocated in the sole discretion of the
Compensation Committee between restricted stock units (including
performance-conditioned restricted stock units) and stock options).


 


(d)           Expense Reimbursement.  Subject to
Section 3(g) hereof, the Company shall reimburse Executive for all
reasonable and necessary travel, business entertainment and other business
expenses incurred by Executive in connection with the performance of Executive’s
duties under this Agreement, on a timely basis upon timely submission by
Executive of vouchers therefor in accordance with the Company’s standard
procedures.


 


(e)           Health
and Welfare Benefits.  Executive shall be entitled to participate,
without discrimination or duplication, in any and all medical insurance, group
health, disability, life insurance, accidental death and dismemberment
insurance, 401(k) or other retirement, deferred compensation, stock
ownership and such other plans and programs which are made generally available
by the Company to similarly situated Executives in accordance with the terms of
such plans and programs and subject to the Company’s right to at any time amend
or terminate any such plan or program. 
Executive shall be entitled to four (4) weeks of paid vacation per
annum, holidays consistent with the Company’s policies, and any other time off
in accordance with the Company’s policies in effect from time to time.


 


(f)            Sign-on
incentive


 


(i)            Sign-on.
The Company shall pay Executive a one-time sum of three hundred eighty-five
thousand U.S. dollars (US$385,000) within thirty (30) days of the Effective
Date (subject to such deductions or amounts to be withheld as required by
applicable law and regulations or as may be agreed to by Executive); provided,
however, that Executive will promptly refund such money to the Company
if Executive terminates


 


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Executive’s employment with the
Company for other than “Good Reason” (as defined below) or the Company
terminates Executive’s employment with the Company for “Cause” (as defined
below), in each case, prior to March 1, 2010.


 


(ii)           Special Equity Award.  The Company shall
grant to Executive forty thousand (40,000) restricted stock units and thirty
thousand (30,000) stock options priced as of the Effective Date under the
Scientific Games Corporation 2003 Incentive Compensation Plan, as amended and
restated (the “Plan”), pursuant to an equity award agreement (in the
form attached hereto) to be entered into by and between the Company and
Executive (the “Equity Award Agreement”).  The Equity Award 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 this Agreement, the Equity
Award Agreement or the Plan.


 


(g)           Taxes and
Internal Revenue Code 409A.  Payment of all compensation and benefits to
Executive specified in this Section 3 and in Section 4 of this
Agreement shall be subject to all legally required and customary
withholdings.  The Company makes no
representations regarding the tax implications of the compensation and benefits
to be paid to Executive under this Agreement, including, without limitation,
under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
and applicable administrative guidance and regulations (“Section 409A”).  Section 409A governs plans and
arrangements that provide “nonqualified deferred compensation” (as defined
under the Code) which may include, among others, nonqualified retirement plans,
bonus plans, stock option plans, employment agreements and severance
agreements.  The Company reserves the
right to provide compensation and benefits under any plan or arrangement in
amounts, at times and in a manner that minimizes taxes, interest or penalties
as a result of Section 409A.  In
addition, in the event any benefits or amounts paid hereunder are deemed to be
subject to Section 409A, including payments under Section 4 of this
Agreement, Executive consents to the Company adopting such conforming
amendments as the Company deems necessary, in its reasonable discretion, to
comply with Section 409A (including, but not limited to, delaying payment
until six months following termination of employment).  Notwithstanding anything herein to the
contrary, if (i) at the time of Executive’s “separation from service” (as
defined in Treas. Reg. Section 1.409A-1(h)) with the Company other than as
a result of Executive’s death, (ii) Executive is a “specified employee”
(as defined in Section 409A(a)(2)(B)(i) of the Code), (iii) one
or more of the payments or benefits received or to be received by Executive
pursuant to this Agreement would constitute deferred compensation subject to Section 409A,
and (iv) the deferral of the commencement of any such payments or benefits
otherwise payable hereunder as a result of such separation of service is
necessary in order to prevent any accelerated or additional tax under Section 409A,
then the Company will defer the commencement of the payment of any such
payments or benefits hereunder to the extent necessary (without any reduction
in such payments or benefits ultimately paid or provided to Executive) until
the date that is six months following Executive’s separation from service with
the Company (or the earliest date as is permitted under Section 409A).  Any remaining payments or benefits shall be
made as otherwise scheduled hereunder. 
Furthermore, to the extent any payments of money or other benefits due
to Executive hereunder could cause the application of an accelerated or
additional tax under Section 409A, such payments or other benefits shall
be deferred if deferral will make such payment or other benefits compliant
under Section 409A, 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 an accelerated or additional tax.  To the extent any reimbursements or in-kind
benefits due to Executive under this Agreement constitute deferred compensation
under Section 409A, 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.


 


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4.             Termination of Employment.  Executive’s employment may be terminated at
any time prior to the end of the Term under the terms described in this Section 4.


 


(a)           Termination
by Executive for Other than Good Reason.  Executive may
terminate Executive’s employment hereunder for any reason or no reason upon 60
days’ prior written notice to the Company referring to this Section 4(a); provided,
however, that a termination by Executive for “Good Reason” (as defined
below) shall not constitute a termination by Executive for other than Good
Reason pursuant to this Section 4(a). 
In the event Executive terminates Executive’s employment for other than
Good Reason, Executive shall be entitled only to the following compensation and
benefits (collectively, the “Standard Termination Payments”):


 


(i)         any accrued but unpaid base salary for services rendered by
Executive to the date of such termination, 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 or as may be
agreed to by Executive;


 


(ii)        all vested non-forfeitable amounts owing or accrued at the
date of such termination under benefit plans, programs and arrangements set
forth or referred to in Section 3 hereof in which Executive theretofore
participated will be paid under the terms and conditions of such plans,
programs, and arrangements (and agreements and documents thereunder);


 


(iii)       except as provided in Section 5.6 hereof, all stock
options, restricted stock units and other equity awards will be governed by the
terms of the plans and programs under which such options, restricted stock
units or other awards were granted; and


 


(iv)       reasonable business expenses and disbursements incurred by
Executive prior to such termination will be reimbursed in accordance with Section 3(d) hereof.


 


(b)           Termination
By Reason of Death.  If Executive dies
during the Term, the last beneficiary designated by Executive by written notice
to the Company (or, in the absence of such designation, Executive’s estate)
shall be entitled to the following compensation and benefits:


 


(i)            the Standard Termination Payments; and


 


(ii)           a lump sum payment equal to Executive’s annual base salary,
payable within 30 days of death.


 


(c)           Termination By Reason of Total
Disability.  The Company may
terminate Executive’s employment  in the event
of Executive’s “Total Disability.”  For purposes of this Agreement, “Total
Disability” shall mean Executive’s (1) becoming eligible to receive
benefits under any long-term disability insurance program of the Company or (2) failure
to perform the duties and responsibilities contemplated under this Agreement
for a period of more than 180 days during any consecutive 12-month period due
to physical or mental incapacity or impairment. 
In the event that Executive’s employment is terminated by the Company by
reason of Total Disability, the Company shall pay the following amounts, and
make the following other benefits available, to Executive:


 


(i)            the Standard Termination Payments;


 


(ii)           an amount equal to the sum of (A) Executive’s annual
base salary and (B) Executive’s “Severance Bonus Amount” (as defined
below), payable over a period of twelve (12) months after such termination in
accordance with Section 4(g) of this Agreement; provided such


 


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amount shall be reduced by any
disability payments provided to Executive as a result of any disability plan
sponsored or maintained by the Company or its affiliates providing benefits to
Executive.  For purposes of this
Agreement, “Severance Bonus Amount” shall mean  an amount equal
to the highest annual Incentive Compensation paid to Executive in respect
of the two (2) most recent fiscal years of the Company but not more than
the Executive’s Target Bonus for the-then current fiscal year, provided,
however, that if termination occurs prior to March 10, 2010, the Severance
Bonus Amount shall not be less than $400,000;


 


(iii)          no later than March 15 following the end of the year in
which such termination occurs, in lieu of any Incentive Compensation for the
year in which such termination occurs, payment of an amount equal to (A) the
Incentive Compensation which would have been payable to Executive had Executive
remained in employment with the Company during the entire year in which such
termination occurred, multiplied by (B) a fraction the numerator of which
is the number of days Executive was employed in the year in which such
termination occurs and the denominator of which is the total number of days in the
year in which such termination occurs; and


 


(iv)          if Executive elects to continue medical coverage under the
Company’s group health plan in accordance with COBRA, the Company shall pay the
monthly premiums for such coverage for a period of twelve (12) months.


 


(d)           Termination
by the Company for Cause.  The Company may
terminate the employment of Executive at any time for “Cause.”  For purposes of this Agreement, “Cause”
shall mean: (i) gross neglect by Executive of Executive’s duties
hereunder; (ii) Executive’s conviction (including conviction on a nolo contendere plea) of a felony or
any non-felony crime or offense involving the property of the Company or any of
its subsidiaries or affiliates or evidencing moral turpitude; (iii) willful
misconduct by Executive in connection with the performance of Executive’s
duties hereunder; (iv) intentional breach by Executive of any material
provision of this Agreement; (v) material violation by Executive of a
material provision of the Company’s Code of Conduct; or (vi) any other
willful or grossly negligent conduct of Executive which would make the
continued employment of Executive by the Company materially prejudicial to the
best interests of the Company.  In the
event Executive’s employment is terminated for “Cause,” Executive shall not be
entitled to receive any compensation or benefits under this Agreement except
for the Standard Termination Payments.  For purposes of this Agreement, an act or failure to act on
Executive’s part shall be considered “willful” if it was done or omitted to be
done by him knowingly, purposefully and not in good faith and shall not
include, without limitation, any act or failure to act resulting from any
disagreement or difference of views between Executive and one or more directors
or officers of the Company or any of its affiliates with respect to any matter(s) relating
to the business, affairs or operations of the Company and/or any of its
affiliates (including, without limitation, with respect to any management,
business or operational matter, strategy, plan, proposal, initiative or
decision, any issue regarding the hiring, firing, appointment or removal of any
officer, Executive, agent, consultant, advisor or contractor, any proposed
transaction, venture, affiliation or alliance, or any change in business,
structure, organization, management or operations).


 


(e)           Termination
by the Company without Cause or by Executive for Good Reason.  The Company may terminate
Executive’s employment at any time without Cause, for any reason or no reason,
and Executive may terminate Executive’s employment for “Good Reason.”  For purposes of this Agreement “Good
Reason” shall mean that, without Executive’s prior written consent, any of
the following shall have occurred:  (i) a
material change, adverse to Executive, in Executive’s positions, titles,
offices, or duties as provided in Section 2 hereof, except, in such case,
in connection with the termination


 


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of
Executive’s employment for Cause, Total Disability or death; (ii) an
assignment of any significant duties to Executive which are materially
inconsistent with Executive’s positions or offices held under Section 2
hereof; (iii) a material decrease in base salary or material decrease in
Executive’s incentive compensation opportunities provided under this Agreement;
iv) change the location of Executive’s office or of the Company’s principal
executive offices from the existing location in New York, NY to a place not
within forty (40) miles of the existing location in New York, NY, or change the
location of Executive’s office to a location other than the location of the
Company’s principal executive office; v) failure to appoint Executive to the
position of CFO on or before January 1, 2010; and (vi) any other material
failure by the Company to perform any material obligation under, or material
breach by the Company of any material provision of, this Agreement; provided,
however, that a termination by Executive for Good Reason under any of
clauses (i) — (iv) of this Section 4(e) shall not be
considered effective unless Executive shall have provided the Company with
written notice of the specific reasons for such termination within thirty (30)
days after he has knowledge of the event or circumstance constituting Good
Reason and the Company shall have failed to cure the event or condition
allegedly constituting Good Reason within thirty (30) days after such notice
has been given to the Company.  In the
event that Executive’s employment is terminated by the Company without Cause or
by Executive for Good Reason (and not, for the avoidance of doubt, in the event
of a termination pursuant to Section 4(a), (b), (c) or (d) hereof),
the Company shall pay the following amounts, and make the following other
benefits available, to Executive.


 


(i)            the Standard Termination Payments;


 


(ii)           (A) if such termination by the Company without Cause or
by Executive for Good Reason pursuant to this Section 4(e) occurs
during the Term on or prior to February 29, 2012, an amount equal to (x) two
(2) multiplied by (y) the sum of (1) Executive’s annual base
salary and (2) Executive’s Severance Bonus Amount, such amount payable
over a period of twenty-four (24) months after such termination in accordance
with Section 4(g) of this Agreement, or (B) if such termination
by the Company without Cause or by Executive for Good Reason pursuant to this Section 4(e) occurs
during any extended Term on or after March 1, 2012, an amount equal to the
sum of (1) Executive’s annual base salary and (2) Executive’s
Severance Bonus Amount, such amount payable after such termination over a
period of twelve (12) months after such termination in accordance with Section 4(g) of
this Agreement);


 


(iii)          no later than March 15 following the end of the year in
which such termination occurs, in lieu of any Incentive Compensation for the
year in which such termination occurs, payment of an amount equal to (A) the
Incentive Compensation which would have been payable to Executive had Executive
remained in employment with the Company during the entire year in which such
termination occurred, multiplied by (B) a fraction the numerator of which
is the number of days Executive was employed in the year in which such
termination occurs and the denominator of which is the total number of days in
the year in which such termination occurs;


 


(iv)          except to the extent otherwise provided at the time of grant
under the terms of any equity award made to Executive, all stock options,
restricted stock units and other equity-based awards held by Executive at such
termination will become fully vested and non-forfeitable, 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; and


 


(v)           if Executive elects to continue medical coverage under the
Company’s group health plan in accordance with COBRA, the Company shall pay the
monthly premiums for such coverage for a period of twelve (12) months.


 


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(f)            Termination
by the Company without Cause or by Executive for Good Reason  in connection with a
Change in Control.  In the
event Executive’s employment is terminated by the Company without Cause or by
Executive for Good Reason pursuant to Section 4(e) hereof and such
termination occurs upon, or within one (1) year immediately following, a “Change
in Control” (as defined below), Executive shall be entitled (without
duplication) to the payments and benefits described in Section 4(e) hereof,
except that, solely in the case of an
amount otherwise payable under Section 4(e)(ii)(B) hereof,
such amount shall be multiplied by two (2) (e.g.,
if such termination occurs during any extended Term on or after March 1,
2012, Executive shall receive an amount equal to two (2) multiplied by the
sum of Executive’s base salary and Executive’s Severance Bonus Amount) and such amount (or the amount contemplated
by Section 4(e)(ii)(A), as the case may be) shall be payable over a period
of twenty-four (24) months after termination in accordance with Section 4(g) of
this Agreement; provided, however, to the extent that such amount
under either clause (A) or clause (B) of Section 4(e)(ii) 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),
such amount otherwise payable under Section 4(e)(ii) hereof shall be
paid in a lump sum in accordance with Section 4(g) of this Agreement.  Notwithstanding the foregoing, payments
pursuant to this Section 4(f) shall be reduced by the amount
necessary, if any, to ensure that the aggregate compensation to be received by
the Executive in connection with such Change in Control does not constitute a “parachute
payment,” as such term is defined in 26 U.S.C. § 280G.


 


For purposes of this
Agreement, a “Change in Control” shall be deemed to have occurred if: (i) any
“person” as defined in Section 3(a)(9) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and as used in Sections 13(d) and
14(d) thereof, including a “group” as defined in Section 13(d) of
the Exchange Act but excluding the Company and any subsidiary or affiliate and
any employee benefit plan sponsored or maintained by the Company or any
subsidiary or affiliate (including any trustee of such plan acting as trustee)
or any current stockholder of 20% or more of the outstanding common stock,
directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act) of securities of the Company representing at least 40%
of the combined voting power of the Company’s then-outstanding securities; (ii) the
stockholders of the Company approve a merger, consolidation, recapitalization,
or reorganization of the Company, or a reverse stock split of any class of
voting securities of the Company, or the consummation of any such transaction
if stockholder approval is not obtained, other than any such transaction which
would result in at least 60% of the total voting power represented by the
voting securities of the Company or the surviving entity outstanding
immediately after such transaction being beneficially owned by persons who
together beneficially owned at least 80% of the combined voting power of the
voting securities of the Company outstanding immediately prior to such
transaction; provided that, for purposes of this Section 4(f), such
continuity of ownership (and preservation of relative voting power) shall be
deemed to be satisfied if the failure to meet such 60% threshold is due solely
to the acquisition of voting securities by an employee benefit plan of the
Company or such surviving entity or of any subsidiary of the Company or such
surviving entity; (iii) the stockholders of the Company approve a plan of
complete liquidation of the Company, an agreement for the sale or disposition
by the Company of all or substantially all of its assets (or any transaction
having a similar effect), or the Company sells all or substantially all of the
stock of the Company to any person or entity other than an affiliate of the
Company; or (iv) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board, together with any new
director (other than a director designated by a person who has entered into an
agreement with the Company to effect a transaction described in clause (i), (ii) or
(iii) above) whose election by the Board or nomination for election by the
Company’s stockholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority of the Board.


 


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(g)           Timing of
Certain Payments under Section 4.  Payments pursuant to
Sections 4(c)(ii), 4(e)(ii), 4(f), or 4h (solely with respect to the amount
determined by reference to  Section 4(e)(ii) and
subject to the proviso in the first sentence of Section 4(f)) of this
Agreement, if any, shall be payable in equal installments in accordance with
the Company’s standard payroll practices over the applicable period of months
contemplated by such Sections following the date of termination (subject to
such deductions or amounts to be withheld as required by applicable law and
regulations); provided, however, that if and to the extent
necessary to prevent any acceleration or additional tax under Section 409A,
such payments shall be made as follows:  (i) no payments shall be
made for a six-month period following the date of Executive’s separation of
service (as defined in Section 409A(a)(2)(B)(i) of the Code) with the
Company; (ii) an amount equal to the aggregate sum that would have been
otherwise payable during the initial six-month period shall be paid in a lump
sum six (6) months following the date of Executive’s separation of service
with the Company (subject to such deductions or amounts to be withheld as
required by applicable law and regulations); and (iii) during the period
beginning six (6) months following Executive’s separation of service with
the Company through the remainder of the twelve-month period, payment of the
remaining amount due shall be payable in equal installments in accordance with
the Company’s standard payroll practices (subject to such deductions or amounts
to be withheld as required by applicable law and regulations).   In addition, notwithstanding any other
provision with respect to the timing of payments under this Agreement, if and
to the extent necessary to comply with Section 409A, amounts payable
following termination of employment in a lump sum, including pursuant to
Sections 4(c)(iii) and 4(e)(iii) of this Agreement, shall instead be
paid six (6) months following the date of Executive’s separation of
service (subject to such deductions or amounts to be withheld as required by
applicable law and regulations).


 


(h)           Benefits
upon Expiration of Term of Agreement.  In the event that the Agreement expires on March 1,
2012 or on any subsequent anniversary thereof by virtue of the Company
providing notice of non-renewal pursuant to Section 1 of the Agreement,
the Executive will receive the following:


 


(i)            the Standard Termination Payments;


 


(ii)           an amount equal to Executive’s annual base salary and
Executive’s Severance Bonus Amount, such amount payable over a period of twelve
(12) months after such termination in accordance with Section 4(g) of
this Agreement; and


 


(iii)          Except to the extent otherwise provided at the time of grant
under the terms of any equity award made to you, all stock options, deferred
stock, restricted stock and other equity-based awards held by you will become
fully vested and non-forfeitable (provided that any such options will cease
being exercisable upon the earlier of three months after the expiration date of
the 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.


 


(i)            No Obligation to Mitigate. 
Executive shall have no obligation
to mitigate damages pursuant to this Section 4, but shall be obligated to
promptly advise the Company regarding obtaining other employment providing
health insurance benefits with respect to services provided to another employer
during any period of continued payments pursuant to this Section 4. The
Company’s obligation to make continued insurance payments to or on behalf of
Executive shall be reduced by any 


 


8

















 


insurance
coverage obtained by the Executive during the severance period through
employment by another entity (without regard to when such coverage is paid).


 


(j)            Set-Off.  To the fullest
extent permitted by law and provided an acceleration of income or the
imposition of an additional tax under Section 409A would not result, any
amounts otherwise due the Executive hereunder (including, without limitation,
any payments pursuant to this Section 4) shall be subject to set-off with
respect to any amounts the Executive otherwise owes the Company or any
subsidiary or affiliate thereof.


 


(k)           No Other Benefits or Compensation. 
Except as may be provided under this Agreement, under any other written
agreement between Executive and the Company, or under the terms of any plan or
policy applicable to Executive, Executive shall have no right to receive any
other compensation from the Company, or to participate in any other plan,
arrangement or benefit provided by the Company, with respect to any future
period after such termination or resignation.


 


(l)            Release of Employment Claims; Compliance with Section 5.  Executive agrees, as a condition to receipt of any
termination payments and benefits provided for in this Section 4 (other
than the Standard Termination Payments), that Executive will execute a general
release agreement, in a form reasonably satisfactory to the Company, releasing
any and all claims arising out of Executive’s employment (other than
enforcement of this Agreement).  The Company shall provide Executive with
the proposed form of release referred to in the immediately preceding sentence
no later than two (2) days following the date of termination.  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.  The Company’s obligation to make any
termination payments and benefits provided for in this Section 4 (other
than the Standard Termination Payments) shall immediately cease if Executive
willfully and materially breaches Section 5.1, 5.2 , 5.3, 5.4, or 5.8
hereof.


 


5.             Noncompetition;
Non-solicitation; Nondisclosure; etc.


 


5.1
Noncompetition; Non-solicitation.


 


(a)           Executive
acknowledges the highly competitive nature of the Company’s business and that
access to the Company’s confidential records and proprietary information
renders Executive special and unique within the Company’s industry. In
consideration of the amounts that may hereafter be paid to Executive pursuant
to this Agreement (including, without limitation, Sections 3 and 4 hereof),
Executive agrees that during the Term (including any extensions thereof) and
during the Covered Time (as defined in Section 5.1(e) hereof),
Executive, alone or with others, will not, directly or indirectly, engage (as
owner, investor, partner, stockholder, employer, employee, consultant, advisor,
director or otherwise) in any Competing Business. For purposes of this Section 5,
“Competing Business” shall mean any business: (i) involving design
and production of instant lottery tickets and the management of related
marketing and distribution programs; manufacture, sale, operation or management
of on-line lottery systems (Lotto-type games), video gaming, including fixed
odds or server-based betting terminals and video lottery terminals; development
and commercialization of licensed and other proprietary game entertainment for
all lottery product channels; provision of wagering (whether pari-mutuel
(pooled) or otherwise) or venue management services for racetracks and
off-track betting facilities; production of prepaid cellular phone cards; or
any other business in which the Company or its affiliates is then or was within
the previous eighteen (18) months engaged or in which the Company, to Executive’s
knowledge, intends to engage during the Term or the Covered Time; (ii) in
which the Executive was engaged or 


 


9

















 


involved
(whether in an executive or supervisory capacity or otherwise) on behalf of the
Company or with respect to which the Executive has obtained proprietary or
confidential information; and (iii) which was conducted anywhere in the
United States or in any other geographic area in which such business was
conducted or planned to be conducted by the Company.  Nothing in this Section 5 is intended to
preclude the unknowing ownership or trading of securities in a competing
business through a mutual fund by Executive or being an investment banker at a
firm that represents competing interests in which he does not provide
information, advice or services.  
Moreover, the acquisition of up to 2% of the outstanding equity, debt
securities, or other equity interests or any person, corporation, partnership,
or other business entity for passive investment purposes shall not, in and of
itself, be construed as engaging in a Competing Business.


 


(b)           In
further consideration of the amounts that may hereafter be paid to Executive
pursuant to this Agreement (including, without limitation, Sections 3 and 4
hereof), Executive agrees that, during the Term (including any extensions
thereof) and during the Covered Time, Executive shall not, directly or
indirectly:  (i) solicit or attempt
to induce any of the employees, agents, consultants or representatives of the
Company to terminate his, her, or its relationship with the Company; (ii) solicit
or attempt to induce any of the employees, agents, consultants or
representatives of the Company to become employees, agents, consultants or
representatives of any other person or entity; (iii) solicit or attempt to
induce any customer, vendor or distributor of the Company to curtail or cancel
any business with the Company; or (iv) hire any person who, to Executive’s
actual knowledge, is, or was within 180 days prior to such hiring, an employee
of the Company.


 


(c)           During
the Term (including any extensions thereof) and during the Covered Time,
Executive agrees that upon the earlier of Executive’s (i) negotiating with
any Competitor (as defined below) concerning the possible employment of
Executive by the Competitor, (ii) responding to (other than for the
purpose of declining) an offer of employment from a Competitor, or (iii) becoming
employed by a Competitor, (A) Executive will provide copies of Section 5
of this Agreement to the Competitor, and (B) in the case of any
circumstance described in (iii) above occurring during the Covered Time,
and in the case of any circumstance described in (i) or (ii) above occurring
during the Term or during the Covered Time, Executive will promptly provide
notice to the Company of such circumstances. Executive further agrees that the
Company may provide notice to a Competitor of Executive’s obligations under
this Agreement. For purposes of this Agreement, “Competitor” shall mean
any person or entity (other than the Company, its subsidiaries or affiliates)
that engages, directly or indirectly, in the United States in any Competing
Business.


 


(d)           Executive
understands that the restrictions in this Section 5.1 may limit Executive’s
ability to earn a livelihood in a business similar to the business of the
Company but nevertheless agrees and acknowledges that the consideration
provided under this Agreement (including, without limitation, Sections 3 and 4
hereof) is sufficient to justify such restrictions. In consideration thereof
and in light of Executive’s education, skills and abilities, Executive agrees
that Executive will not assert in any forum that such restrictions prevent Executive
from earning a living or otherwise should be held void or unenforceable.


 


(e)           For
purposes of this Section 5.1, “Covered Time” shall mean the period
beginning on the date of termination of Executive’s employment (the “Date of
Termination”) and ending eighteen (18) months after the Date of
Termination.


 


5.2       Proprietary
Information; Inventions.


 


(a)           Executive acknowledges that, during the course of Executive’s
employment with the Company, Executive necessarily will have (and during any
employment by the Company prior to the 


 


10

















 


Term has had) access to and
make use of proprietary information and confidential records of the
Company.  Executive covenants that
Executive shall not during the Term or at any time thereafter, directly or
indirectly, use for Executive’s own purpose or for the benefit of any person or
entity other than the Company, nor otherwise disclose to any person or entity,
any such proprietary information, unless and to the extent such disclosure has
been authorized in writing by the Company or is otherwise required by law.  The term “proprietary information”
means:  (i) the software products,
programs, applications, and processes utilized by the Company; (ii) the
name and/or address of any customer or vendor of the Company or any information
concerning the transactions or relations of any customer or vendor of the
Company with the Company; (iii) any information concerning any product,
technology, or procedure employed by the Company but not generally known to its
customers or vendors or competitors, or under development by or being tested by
the Company but not at the time offered generally to customers or vendors; (iv) any
information relating to the Company’s computer software, computer systems,
pricing or marketing methods, sales margins, cost of goods, cost of material,
capital structure, operating results, borrowing arrangements or business plans;
(v) any information identified as confidential or proprietary in any line
of business engaged in by the Company; (vi) any information that, to
Executive’s actual knowledge, the Company ordinarily maintains as confidential
or proprietary; (vii) any business plans, budgets, advertising or
marketing plans; (viii) any information contained in any of the Company’s
written or oral policies and procedures or manuals; (ix) any information
belonging to customers, vendors or any other person or entity which the
Company, to Executive’s actual knowledge, has agreed to hold in confidence; and
(x) all written, graphic, electronic data and other material containing
any of the foregoing. Executive acknowledges that information that is not novel
or copyrighted or patented may nonetheless be proprietary information.  The term “proprietary information” shall not
include information generally known or available to the public or generally
known or available to the industry or information that becomes available to
Executive on an unrestricted, non-confidential basis from a source other than
the Company or its directors, officers, Executives, or agents (without breach
of any obligation of confidentiality of which Executive has actual knowledge at
the time of the relevant disclosure by Executive).  Notwithstanding
the foregoing and Section 5.3 hereof, Executive may disclose or use
proprietary information or confidential records solely to the extent (A) such
disclosure or use may be required or appropriate in the performance of his
duties as a director or employee of the Company, (B) required to do so by
a court of law, by any governmental agency having supervisory authority over
the business of the Company or by any administrative or legislative body
(including a committee thereof) with apparent jurisdiction to order him to
divulge, disclose or make accessible such information (provided that in such
case Executive shall first give the Company prompt written notice of any such
legal requirement, disclose no more information than is so required and
cooperate fully with all efforts by the Company to obtain a protective order or
similar confidentiality treatment for such information), (C) such
information or records becomes generally known to the public or trade without
his violation of this Agreement, or (D) disclosed to Executive’s spouse,
attorney and/or his personal tax and financial advisors to the extent
reasonably necessary to advance Executive’s tax, financial and other personal
planning (each an “Exempt Person”); provided, however, that any disclosure or
use of any proprietary information or confidential records by an Exempt Person
shall be deemed to be a breach of this Section 5.2 or Section 5.3 by
Executive.


 


(b)           Executive
agrees that all processes, technologies and inventions (collectively, “Inventions”),
including new contributions, improvements, ideas and discoveries, whether
patentable or not, conceived, developed, invented or made by Executive during
the Term (and during any employment by the Company prior to the Term) shall
belong to the Company, provided that such Inventions grew out of the Executive’s
work with the Company or any of its subsidiaries or 


 


11

















 


affiliates,
are related in any manner to the business (commercial or experimental) of the
Company or any of its subsidiaries or affiliates or are conceived or made on
the Company’s time or with the use of the Company’s facilities or materials.
Executive shall further:  (i) promptly disclose such Inventions to
the Company; (ii) assign to the Company, without additional compensation,
all patent and other rights to such Inventions for the United States and
foreign countries; (iii) sign all papers necessary to carry out the
foregoing; and (iv) give testimony in support of the Executive’s
inventorship.  If any Invention is
described in a patent application or is disclosed to third parties, directly or
indirectly, by the Executive within two (2) years after the termination of
the Executive’s employment with the Company, it is to be presumed that the
Invention was conceived or made during the Term.  Executive agrees that Executive will not
assert any rights to any Invention as having been made or acquired by Executive
prior to the date of this Agreement, except for Inventions, if any, disclosed
in Exhibit A to this Agreement.


 


5.3 
Confidentiality and Surrender of Records.   Executive shall not, during the Term or at
any time thereafter (irrespective of the circumstances under which Executive’s
employment by the Company terminates), except to the extent required by law,
directly or indirectly publish, make known or in any fashion disclose any
confidential records to, or permit any inspection or copying of confidential
records by, any person or entity other than in the course of such person’s or
entity’s employment or retention by the Company, nor shall Executive retain,
and will deliver promptly to the Company, any of the same following termination
of Executive’s employment hereunder for any reason or upon request by the
Company.  For purposes hereof, “confidential
records” means those portions of correspondence, memoranda, files, manuals,
books, lists, financial, operating or marketing records, magnetic tape, or
electronic or other media or equipment of any kind in Executive’s possession or
under Executive’s control or accessible to Executive which contain any
proprietary information.  All
confidential records shall be and remain the sole property of the Company
during the Term and thereafter.


 


5.4 
Non-disparagement.  Executive shall not, during the Term and thereafter, disparage
in any material respect the Company, any affiliate of the Company, any of their
respective businesses, any of their respective officers, directors or
employees, or the reputation of any of the foregoing persons or entities.  Notwithstanding the foregoing, nothing in this
Agreement shall preclude Executive from making truthful statements that are
required by applicable law, regulation or legal process.


 


5.5  No Other Obligations. 
Executive represents that Executive is not precluded or limited in Executive’s
ability to undertake or perform the duties described herein by any contract,
agreement or restrictive covenant. 
Executive covenants that Executive shall not employ the trade secrets or
proprietary information of any other person in connection with Executive’s
employment by the Company without such person’s authorization.


 


5.6  Forfeiture of Outstanding Options.  The provisions of Section 4 hereof
notwithstanding, if Executive willfully and materially fails to comply with Section 5.1,
5.2, 5.3, 5.4, or 5.8 hereof, all options to purchase common stock, restricted
stock units and other equity-based awards granted by the Company (whether prior
to, contemporaneous with, or subsequent to the Effective Date) and held by
Executive or a transferee of Executive shall be immediately forfeited and
cancelled.


 


5.7  Enforcement.  Executive acknowledges and agrees that, by virtue of Executive’s
position, services and access to and use of confidential records and
proprietary information, any violation by Executive of any of the undertakings
contained in this Section 5 would cause the Company immediate, substantial
and irreparable injury for which it has no adequate remedy at law.  Accordingly, Executive agrees and consents to
the entry of an injunction or other equitable relief by a court of competent
jurisdiction restraining any violation or threatened violation of any
undertaking contained in this Section 5. 
Executive waives posting of any bond otherwise necessary to secure such
injunction or other equitable relief. 
Rights and remedies provided for in this Section 5 are cumulative
and shall be in addition to rights and remedies otherwise available to the
parties hereunder or under any other agreement or applicable law.


 


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5.8 Cooperation with Regard to Litigation.  Executive agrees to cooperate reasonably with the Company,
during the Term and thereafter (including following Executive’s termination of
employment for any reason), by being available to testify on behalf of the
Company in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative.  In
addition, except to the extent that Executive has or intends to assert in good
faith an interest or position adverse to or inconsistent with the interest or
position of the Company, Executive agrees to cooperate reasonably with the
Company, during the Term and thereafter (including following Executive’s
termination of employment for any reason), to assist the Company in any such
action, suit, or proceeding by providing information and meeting and consulting
with the Board or its representatives or counsel, or representatives or counsel
to the Company, in each case, as reasonably requested by the Company.  The Company agrees to pay (or reimburse, if
already paid by Executive) all reasonable expenses actually incurred in
connection with Executive’s cooperation and assistance including, without
limitation, reasonable fees and disbursements of counsel, if any, chosen by
Executive if Executive reasonably determines in good faith, on the advice of
counsel, that the Company’s counsel may not ethically represent Executive in
connection with such action, suit or proceeding due to actual or potential
conflicts of interests.


 


5.9 Survival.  The provisions of this Section 5 shall survive the
termination of the Term and any termination or expiration of this Agreement.


 


5.10 Company.  For purposes of this Section 5, references to the “Company”
shall include the Company and each subsidiary and/or affiliate of the Company.


 


6.                                       Code of Conduct. 
Executive acknowledges that he has read the Company’s Code of Conduct
and agrees to abide by such Code, as amended or supplemented from time to time,
and other policies applicable to employees and executives of the Company.


 


7.                                       Indemnification.  The Company shall indemnify Executive
to the full extent permitted under the Company’s Certificate of Incorporation
or By-Laws and pursuant to any other agreements or policies in effect from time
to time in connection with any action, suit or proceeding to which the
Executive may be made a party by reason of the Executive being an officer,
director or employee of the Company or of any subsidiary or affiliate of the
Company.


 


8.                                       Assignability;
Binding Effect. 
Neither this Agreement nor the rights or obligations hereunder of the parties
hereto shall be transferable or assignable by Executive, except in accordance
with the laws of descent and distribution and as specified below.  The Company may assign this Agreement and the
Company’s rights and obligations hereunder, and shall assign this Agreement and
such rights and obligations, to any Successor (as hereinafter defined) which,
by operation of law or otherwise, continues to carry on substantially the
business of the Company (or a business unit of the Company for which Executive
provided services) prior to the event of succession, and the Company shall, as
a condition of the succession, require such Successor to agree in writing to
assume the Company’s obligations and be bound by this Agreement.  For purposes of this Agreement, “Successor”
shall mean any person that succeeds to, or has the practical ability to
control, the Company’s business directly or indirectly, by merger or
consolidation, by purchase or ownership of voting securities of the Company or
all or substantially all of its assets or those relating to a particular
business unit of the Company to which Executive provides services, or
otherwise.  The Company may also assign
this Agreement and the Company’s rights and obligations hereunder to any
affiliate of the Company, provided that upon any such assignment the Company
shall remain liable for the obligations to Executive hereunder.  This Agreement shall be binding upon and
inure to the benefit of Executive, Executive’s heirs, executors,
administrators, and beneficiaries, and shall be binding upon and inure to the
benefit of the Company and its successors and assigns.


 


13

















 


9.                                       Complete Understanding; Amendment; Waiver.  This Agreement constitutes the
complete understanding between the parties hereto with respect to the
employment of Executive and supersedes all other prior agreements and
understandings, both written and oral, between the parties hereto with respect
to the subject matter hereof, and no statement, representation, warranty or
covenant has been made by either party hereto with respect thereto except as
expressly set forth herein.  Except as
contemplated by Section 3(g) hereof, this Agreement shall not be
modified, amended or terminated except by a written instrument signed by each
of the parties hereto.  Any waiver of any
term or provision hereof, or of the application of any such term or provision
to any circumstances, shall be in writing signed by the party hereto charged
with giving such waiver.  Waiver by
either party hereto of any breach hereunder by the other party hereto shall not
operate as a waiver of any other breach, whether similar to or different from
the breach waived.  No delay by either
party hereto in the exercise of any rights or remedies shall operate as a
waiver thereof, and no single or partial exercise by either party hereto of any
such right or remedy shall preclude other or further exercise thereof.


 


10.                                 Severability.  If any provision of this Agreement or the
application of any such provision to any person or circumstances shall be
determined by any court of competent jurisdiction to be invalid or
unenforceable to any extent, the remainder of this Agreement, or the
application of such provision to such person or circumstances other than those
to which it is so determined to be invalid or unenforceable, shall not be
affected thereby, and each provision hereof shall be enforced to the fullest
extent permitted by law.  If any
provision of this Agreement, or any part thereof, is held to be invalid or
unenforceable because of the scope or duration of or the area covered by such
provision, the parties hereto agree that the court making such determination
shall reduce the scope, duration and/or area of such provision (and shall
substitute appropriate provisions for any such invalid or unenforceable
provisions) in order to make such provision enforceable to the fullest extent
permitted by law and/or shall delete specific words and phrases, and such
modified provision shall then be enforceable and shall be enforced.  The parties hereto recognize that if, in any
judicial proceeding, a court shall refuse to enforce any of the separate
covenants contained in this Agreement, then that invalid or unenforceable
covenant contained in this Agreement shall be deemed eliminated from these
provisions to the extent necessary to permit the remaining separate covenants
to be enforced.  In the event that any
court determines that the time period or the area, or both, are unreasonable and
that any of the covenants is to that extent invalid or unenforceable, the
parties hereto agree that such covenants will remain in full force and effect,
first, for the greatest time period, and second, in the greatest geographical
area that would not render them unenforceable.


 


11.                                 Survivability.  The provisions of this Agreement
which by their terms call for performance subsequent to termination of
Executive’s employment hereunder, or of this Agreement, shall so survive such
termination, whether or not such provisions expressly state that they shall so
survive.


 


12.                                 Governing Law; Arbitration.


 


(a)                                  Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be wholly performed within that State, without regard to its conflict of
laws provisions.


 


(b)                                 Arbitration.


 


(i)                                     The
Executive and the Company agree that, except for claims for Workers’
Compensation, Unemployment Compensation, and any other claim that is non-arbitrable
under applicable law, final and binding arbitration shall be the exclusive
forum for any dispute or controversy between them, including, without
limitation, disputes arising under or in connection with this Agreement,
Executive’s employment, and/or termination of employment, with the Company; provided,
however, that the Company shall be entitled to commence an action


 


14

















 


in any court of competent
jurisdiction for injunctive relief in connection with any alleged actual or
threatened violation of any provision of Section 5 hereof.  Judgment may be entered on the arbitrators’
award in any court having jurisdiction. 
For purposes of entering such judgment or seeking injunctive relief with
regard to Section 5 hereof, the Company and Executive hereby consent to
the jurisdiction of any or all of the following courts: (i) the United
States District Court for the Southern District of New York; (ii) the
Supreme Court of the State of New York, New York County; or (iii) any
other court having jurisdiction; provided that damages for any alleged
violation of Section 5 hereof, as well as any claim, counterclaim or
cross-claim brought by the Executive or any third-party in response to, or in
connection with any court action commenced by the Company seeking said
injunctive relief shall remain exclusively subject to final and binding
arbitration as provided for herein.  The
Company and Executive hereby waive, to the fullest extent permitted by
applicable law, any objection which either may now or hereafter have to such
jurisdiction, venue and any defense of inconvenient forum.   Thus, except for the claims carved out above,
this Agreement includes all common-law and statutory claims (whether arising
under federal state or local law), including, but not limited to, any claim for
breach of contract, fraud, fraud in the inducement, unpaid wages, wrongful
termination, and gender, age, national origin, sexual orientation, marital
status, disability, or any other  protected status.


 


(ii)                                  Any
arbitration under this Agreement shall be filed exclusively with the American
Arbitration Association in New York, New York before three arbitrators, in
accordance with the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association in effect at the time of
submission to arbitration.  The Company and Executive hereby agree that a
judgment upon an award rendered by the arbitrators may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  The Company shall pay all costs uniquely attributable to
arbitration, including the administrative fees and costs of the
arbitrators.  Each party shall pay that party’s own costs and attorney
fees, if any, unless the arbitrators rule otherwise.  The Executive
understands that he is giving up no substantive rights, and this Agreement
simply governs forum.  The arbitrators shall apply the same standards a
court would apply to award any damages, attorney fees or costs.  The
Executive shall not be required to pay any fee or cost that he would not
otherwise be required to pay in a court action, unless so ordered by the
arbitrators.


 


(c)                                  WAIVER
OF JURY TRIAL.  BY
SIGNING THIS AGREEMENT, EXECUTIVE AND THE COMPANY ACKNOWLEDGE THAT THE RIGHT TO
A COURT TRIAL AND TRIAL BY JURY IS OF VALUE, AND KNOWINGLY AND VOLUNTARILY
WAIVE THAT RIGHT FOR ANY DISPUTE SUBJECT TO THE TERMS OF THIS ARBITRATION
PROVISION.


 


13.                                 Titles and Captions.  All paragraph titles or captions in
this Agreement are for convenience only and in no way define, limit, extend or
describe the scope or intent of any provision hereof.


 


14.                                 Joint Drafting.  In recognition of the fact that the
parties hereto had an equal 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 hereto shall have the same opportunity to present
evidence as to the actual intent of the parties hereto with respect to any such
ambiguous language without any inference or presumption being drawn against any
party hereto.


 


15

















 


15.                                 Notices.  All
notices and other communications to be given or to otherwise be made to any
party to this Agreement shall be deemed to be sufficient if contained in a
written instrument delivered in person or duly sent by certified mail or by a
recognized national courier service, postage or charges prepaid, (a) to
Scientific Games Corporation, Attn General Counsel, at 750 Lexington Avenue,
25th Floor, New York, NY 10022, (b) to the Executive, at the last
address shown in the Company’s records, or (c) to such other replacement
address as may be designated in writing by the addressee to the addressor.


 


16

















 


IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement on March 2, 2009, to be deemed effective as of Effective Date
above written.


 


 




	
   

  	
   

  	
  SCIENTIFIC
  GAMES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Name:

  	
  Ira
  H. Raphaelson

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Jeff Lipkin

  
	
   

  	
   

  	
  Name:
  

  	
  Jeff
  Lipkin

  
					






 


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