Exhibit 10.4


 


April 16, 2009


 


Steve
Saferin


1500
Bluegrass Lakes Parkway


Alpharetta,
Georgia


 


Dear
Steve:


 


As
we have discussed, as part of ongoing succession planning and review of executive
employment contracts, the Compensation Committee of the Board and Joseph R. Wright,
Chief Executive Officer of Scientific Games Corporation (“SGC”), have
determined that a modification of your duties under your employment is in the
best interest of the Company and agreeable to you.  As you know, Scientific Games International, Inc.,
a wholly owned subsidiary of SGC (the “Company”), and you entered into an
Employment Agreement dated as of January 1, 2006 (executed on August 2,
2006), as amended by the letter agreements dated August 5, 2008 and December 30,
2008 (as so amended, the “Employment Agreement”).  At this time, the Company and you wish to
memorialize certain understandings with regard to the modification of your
Employment Agreement to take effect immediately, which Employment Agreement,
except as amended hereby, will continue in full force and effect:


 


Section 3:
Your duties as President of Properties will immediately begin to
transition from responsibility of the profit and loss of the Properties
division to lottery and gaming strategic initiatives and, although you will
remain a Vice President of SGC, you will no longer be President of Properties
but rather carry the title of Chief Creative Officer reporting to the President
and Chief Operating Officer of SGC, responsible for defining, developing and
leading a sound proactive and innovative development program focusing on
conceptual content and product ideas for the lottery industry and the related
gaming activities of the Company and its affiliates, as well as serving as an
officer or director of any subsidiary or affiliate of the Company if elected to
any such position by the shareholders of the board of directors of the Company
or any subsidiary or affiliate thereof, as the case may be.  In such capacities, you shall perform such
duties and shall have such responsibilities as are normally associated with
such positions and as otherwise may be assigned to you from time to time by the
Chief Executive Officer or the Chief Operating Officer of SGC or the Company or
upon the authority of the board of directors of SGC or the Company.  Subject to Section 5(e) of the Employment
Agreement, your functions, duties and responsibilities are subject to
reasonable changes as the Company may in good faith determine.  You hereby agree to accept such employment
and to serve the Company and its affiliates to the best of your ability in such
capacities, devoting substantially all of your business time to such
employment.  You acknowledge and agree
that the modification of your title and responsibilities, effective immediately,
to no longer include the title or responsibilities of President of Properties
as contemplated hereby constitutes your waiver and release of any claim that
such modification or any other amendments set forth herein constitute “Good
Reason” (as defined in Section 5(e) of the Employment Agreement).


 


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Please
indicate your agreement to the foregoing by countersigning and returning an
original signed copy of this letter to me.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Scientific
  Games International, Inc.

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Michael Chambrello

  
	
   

  	
  Name:
   Michael Chambrello

  
	
   

  	
  Title:    President and Chief Operating Officer

  
	
   

  	
   

  
	
  Accepted
  and Agreed to:

  	
   

  
	
   

  
	
  By:
  

  	
  /s/
  Steve Saferin

  	
   

  
	
   

  	
  Steve
  Saferin

  	
   

  
					



 


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