Exhibit 10.59


 


Amendment to Employment Agreement


 


Amendment to Employment Agreement (this “Amendment”),
dated as of December 30, 2008, by and between Scientific Games Corporation,
a Delaware corporation (the “Company”), and Steven W. Beason (“Executive”).


 


WHEREAS, the Company and Executive entered
into an Employment Agreement dated as of August 8, 2005 (the “2005
Agreement”) by and between the Company and Executive as amended by the letter
agreement dated August 30, 2007 (the “August 2006 Amendment”) and as
further amended by the letter agreement dated June 17, 2008 (the “June 2008
Amendment” and, collectively with the 2005 Agreement and the August 2006
Amendment, the “Employment Agreement”);


 


WHEREAS, the Company and Executive desire to
amend the Employment Agreement as set forth herein to bring the Employment
Agreement into compliance with Section 409A of the Internal Revenue Code
of 1986 and the regulations and Treasury guidance thereunder; and


 


WHEREAS,
the amendments contemplated hereby are intended to bring the timing of, and
certain procedural aspects with respect to, certain payments under the
Employment Agreement into compliance with Section 409A but not to
otherwise affect Executive’s right to such payments.


 


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


 


1.             Section 6(j) of
the Employment Agreement is hereby amended by inserting the following new
sentences after the first sentence thereof:


 


“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 Termination Date.  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 did not revoke the release, payments contingent on the release (if
any) shall be paid no earlier than the eight (8) days after execution in
accordance with the applicable provisions herein.”


 


2.             Section 6(k)(i) of
the Employment Agreement is hereby amended to (a) delete the words “a lump
sum payment equal to the sum of” and replace such words with “the following
amounts” and (b) add the following sentences immediately prior to the last
sentence thereof:


 


“The amounts
referred to Section 6(k)(i)(A) and (B) shall be payable in accordance with the timing contemplated
by Sections 6(e)(ii) and (iii), respectively; provided, however,
that, to the extent such amounts are 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) (collectively, a “409A
Change in Control”), the foregoing amounts shall be paid in a lump sum as
soon as practicable, but in no event later than 30 days, after such
termination.  The amounts referred to Section 6(k)(i)(C) and
(D) shall be payable in a lump
sum as soon as practicable, but in no event later than 30 days, after such
termination.


 


Section 6(k)(ii) of
the Employment Agreement is hereby amended to (i) delete the words “a lump
sum payment equal to the sum of” and (ii) add the following sentences at
the end thereof:


 


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“The amounts referred to Section 6(k)(i)(A) and
(B) shall be payable in accordance with
the timing contemplated by Section 6(e)(ii) and (iii), respectively
(except that such payments shall be triggered by, and follow, the Change of
Control and not the termination of Executive’s employment); provided, however,
that, to the extent such amounts are exempt from Section 409A and/or if
such Change in Control constitutes a 409A Change in Control, the foregoing
amounts shall be paid in a lump sum as soon as
practicable, but in no event later than 30 days, after such Change of
Control.  The amounts referred to Section 6(k)(i)(C) and
(D) shall be payable in a lump
sum as soon as practicable, but in no event later than 30 days, after such
Change of Control.


 


3.             The June 2008 Amendment
is hereby amended to add the following language at the end thereof:


 


“Notwithstanding anything herein to the contrary, to
the extent any payments of money or other benefits due to Executive hereunder,
including but not limited to those pursuant Section 6(j)(i) and (ii),
could cause the application of an accelerated or additional tax under Section 409A
of the Code, such payments or other benefits shall be deferred if deferral will
make such payment or other benefits compliant under Section 409A of the
Code, or otherwise such payment 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 of the Code,
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
of the Code.”


 


4.             Employment
Agreement.  Except as
set forth in this Amendment, all other terms and conditions of the Employment
Agreement shall remain unchanged and in full force and effect.


 


5.             Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument.


 


6.             Headings.  The headings of the paragraphs herein are
included solely for convenience of reference and shall not control the meaning
or interpretation of any provision of this Amendment.


 


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IN
WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed on its behalf as of the date first above written.


 


 


	
   

  	
  SCIENTIFIC
  GAMES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
  Name:

  	
  Ira
  H. Raphaelson

  
	
   

  	
  Title:

  	
  Vice
  President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Steven W. Beason

  
	
   

  	
  Name:
  Steven W. Beason

  
				



 


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