Exhibit
10.1


 


Third Amendment to Employment Agreement


 


This
Third Amendment to Employment Agreement (this “Third Amendment”) is made as of May 29,
2009 (the “Effective Date”) between Scientific Games Corporation, a Delaware
corporation (“SGC” or the “Company”), and A. Lorne Weil (“Executive”) (collectively
the “Parties”).


 


WHEREAS,
Executive has been employed pursuant to an Employment Agreement effective as of
January 1, 2006 between the Parties (the “2006 Agreement”) as clarified by
a letter agreement dated as of August 2, 2007 by the Parties regarding
amounts payable under the Company’s Elective Deferred Compensation Plan (formerly
known as the Key Executive Deferred Compensation Plan) (the “EDCP Payment
Letter”) and as amended by the Amendment dated as of May 1, 2008 between
the Parties (the “May 2008 Amendment”) and the Amendment dated as of December 30,
2008 between the Parties (the “December 2008 Amendment” and together with
the 2006 Agreement, the EDCP Payment Letter, and the May 2008 Amendment,
the “Agreement”); and


 


WHEREAS,
the Parties wish to further amend the Agreement.


 


NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


 


1.             Agreement Remains In Effect;
Definitions.  Except as
specifically provided herein, all terms of the Agreement shall remain in effect.  References to “this Agreement,” “herein,” “hereof,”
“hereby” and words of similar import in the 2006 Agreement shall refer to the
2006 Agreement as amended by this Third Amendment, the December 2008
Amendment, the May 2008 Amendment and the EDCP Payment Letter, all of
which shall be read together as a single agreement.  References in the Agreement to Sections,
Subsections, paragraphs and clauses thereof shall refer to those Sections,
Subsections, paragraphs and clauses as the same are amended by the terms of
this Third Amendment.  As amended by this
Third Amendment, the December 2008 Amendment, the May 2008 Amendment,
the EDCP Payment Letter, and the 2006 Agreement are hereby ratified, confirmed
and continued by the Parties. 
Capitalized terms that are used but not defined in this Third Amendment
shall have the meanings given to them in the Agreement.


 


2.             Amendment to Section 2 of
Agreement.  The second
sentence of Section 2 of the Agreement is hereby amended by replacing the date
“December 31, 2011” with the date “December 31, 2013”.


 


3              Amendments to Section 4 of
Agreement.


 


(a) The
following sentence hereby amends and replaces the next-to-the-last sentence of Section 4(a) of
the Agreement:


 


“Notwithstanding
the foregoing, (a) the Base Salary for 2010 shall be equal to the product
of (I) one million dollars ($1,000,000.00) multiplied by (II) the sum
of 1 plus a fraction the numerator of which is the difference between the CPI
for December 2009 and the CPI for December 2008 and the denominator
of which is the CPI for December 2008 (provided, that if such fraction is
zero or a negative number, the Base Salary for 2010 shall be the amount set
forth in (I) of this clause (a); (b) the Base Salary for 2011 


 


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shall
be equal to the product of (I) one million dollars ($1,000,000.00)
multiplied by (II) the sum of 1 plus a fraction the numerator of which is
the difference between the CPI for December 2010 and the CPI for December 2008
and the denominator of which is the CPI for December 2008 (provided, that
if such fraction is zero or a negative number, the Base Salary for 2011 shall
be the same as the Base Salary for 2010); (c) the Base Salary for 2012
shall be equal to the product of (I) one million dollars ($1,000,000.00)
multiplied by (II) the sum of 1 plus a fraction the numerator of which is
the difference between the CPI for December 2011 and the CPI for December 2008
and the denominator of which is the CPI for December 2008 (provided, that
if such fraction is zero or a negative number, the Base Salary for 2012 shall
be the same as the Base Salary for 2011); (d) the Base Salary for 2013
shall be equal to the product of (I) one million dollars ($1,000,000.00)
multiplied by (II) the sum of 1 plus a fraction the numerator of which is
the difference between the CPI for December 2012 and the CPI for December 2008
and the denominator of which is the CPI for December 2008 (provided, that
if such fraction is zero or a negative number, the Base Salary for 2013 shall
be the same as the Base Salary for 2012); and (e) if the Term is extended
past December 31, 2013 pursuant to Section 2 hereof, the Base Salary
for each such one-year extension term, unless otherwise agreed in writing by
Executive and the Company, shall be (I) one million dollars
($1,000,000.00) multiplied by (II) the sum of 1 plus a fraction the
numerator of which is the difference between the CPI for December of the
year immediately preceding such extension term and the CPI for December 2008
and the denominator of which is the CPI for December 2008 (provided, that
if such fraction is zero or a negative number, the Base Salary for such
extension term shall be the same as the Base Salary for the year immediately
preceding such extension term).”


 


(b) Section 4(b) of
the Agreement is hereby amended and restated in its entirety as follows:


 


“Incentive
Compensation.  During each year of the
Term beginning with (and including) 2009, Executive shall receive a bonus (the “Target
Bonus”) of 100% of Base Salary for such year. 
For the avoidance of doubt, such bonus shall not be subject to
performance targets or other performance criteria.  The Target Bonus for each year shall be paid
to Executive at the time that incentive compensation is paid to the Company’s senior
executives for such year, but in no event later than March 31 of the
following year, except that the Company shall make available to Executive an
opportunity to defer receipt of such compensation under a deferred compensation
plan that may be maintained by the Company at the relevant time.  Executive’s entitlement to incentive
compensation for years prior to 2009 shall continue to be governed by the terms
of this Section 4(b) as in effect prior to the effective date of the
Third Amendment to this Agreement as of May 29, 2009.”


 


(c) The  first sentence of Section 4(c) of the Agreement
is hereby amended by deleting the words “during 2010 and 2011” and replacing
such words with the words “during 2010, 2011, 2012 and 2013”.


 


4.             Amendment to Section 5 of
Agreement.  Section 5(a)(iv) of
the Agreement is hereby amended and restated in its entirety as follows:


 


“In
lieu of any incentive compensation or bonus under Section 4(b) for
the year of termination, an amount equal to the Target Bonus for the year of
termination, multiplied by a fraction the numerator of which is the number of
days Executive was employed in the year of termination and the denominator of
which is 


 


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the
total number of days in the year of termination.  Such sum will be payable in a lump sum in
accordance with Section 5(f) of the Agreement;”


 


5.             Correction
of Section 3 of December 2008 Amendment.  In Section 3 of the December 2008
Amendment, the phrase “and ending with “addition”” is hereby deleted and replaced
by the phrase “and ending with “additional””.


 


6.             Amendment
of Fourth “Whereas” Clause of May 2008 Amendment.  The fourth “Whereas” clause of the May 2008
Amendment is hereby amended by adding the following words at the end of the
parenthetical clause thereof, after the words “Section 2 hereof” and
before the closed parenthesis: “or may be extended by a further amendment of Section 2
of the 2006 Agreement”.


 


7.             Amendment
of Section 7(a) of May 2008 Amendment. Section 7(a) of
the May 2008 Amendment is hereby amended by deleting the words “the first
business day immediately following the end of the Term on December 31,
2011, but in no event later than the tenth business day immediately following
such end of the Term” and replacing such words with the words “the first
business day immediately following December 31, 2011, but in no event
later than the tenth business day immediately following December 31, 2011”.


 


8.             Amendment
of the first sentence of Section 10 of the May 2008 Amendment.  Section 10 of the May 2008
Amendment is hereby amended by deleting the opening words “Throughout the Term
as extended by (and subject to further extensions pursuant to) this Amendment,”
and replacing such words with the words “Throughout the Term (and subject to
further extensions),”.


 


9.             Governing Law.  This Third Amendment 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 or where the parties are located at the time a
dispute arises.


 


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


 


11.           Counterparts.  This Third Amendment may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
instrument.  Delivery of an executed
counterpart of a signature page to this Third Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart of this Third Amendment.


 


[signature page follows]


 


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IN
WITNESS WHEREOF, each of the parties hereto has duly executed this Third Amendment
on May 29, 2009, to be deemed effective as of the Effective Date first
above written.


 


 


SCIENTIFIC
GAMES CORPORATION


 


	
  By:

  	
  /s/
  Joseph R. Wright

  	
   

  
	
  Name:

  	
  Joseph
  R. Wright

  
	
  Title:

  	
  Chief
  Executive Officer

  



 


 


EXECUTIVE


 


	
  A.
  Lorne Weil

  	
   

  



Name:
A. Lorne Weil


 


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