Exhibit 10.5


 


Second Amendment to Employment Agreement


 


Second Amendment to
Employment Agreement (this “Amendment”), dated as of April 22, 2009, by
and between Scientific Games Corporation, a Delaware corporation (the “Company”),
and Joseph R. Wright, Jr. (“Executive”).


 


WHEREAS, the Company and
Executive entered into an Employment Agreement effective as of May 1, 2008
(executed on May 14, 2008) as amended by the Amendment to Employment
Agreement dated December 20, 2008 (as amended, the “Employment Agreement”);
and


 


WHEREAS, the Company and
Executive desire to amend the Employment Agreement as set forth herein;


 


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 3(c) of
the Employment Agreement is hereby amended to insert the words “with a value up
to 155% of Executive’s Base Salary” immediately before the words “in the sole
discretion of the Compensation Committee”.


 


2.             Sections 4(d) and 4(e) of
the Employment Agreement are hereby amended to replace clauses (iv) and (vii) thereof,
respectively, with the following:


 


“For a period of three (3) years after such
termination, Executive shall continue to participate in all employee and
executive benefit plans, programs, and arrangements under Section 3(g) of
this Agreement providing health, medical, disability and life insurance
benefits in which Executive was participating immediately prior to termination,
the terms of which allow Executive’s continued participation, as if Executive
had continued in employment with the Company during such period or, if such
plans, programs, or arrangements do not allow Executive’s continued
participation, the Company shall reimburse Executive (not, for the avoidance of
doubt, on an after-tax basis) for the costs he incurs in obtaining benefits
that are reasonably comparable to the benefits Executive would have received
under such plans, programs, and arrangements in which Executive was
participating immediately prior to termination, as if Executive had received
credit under such plans, programs, and arrangements for service and age with
the Company during such period following such termination, with such benefits
payable by the Company at the same times and in the same manner as such
benefits would have been received by Executive under such plans (it being
understood that the value of any insurance-provided benefits will be based on
the premium cost to Executive, which shall not exceed the highest risk premium
charged by a carrier having an investment grade or better credit rating).”


 


3.             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.


 


4.             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.


 


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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/ Joseph R. Wright

  
	
   

  	
  Joseph R. Wright

  
				



 


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