INVESTMENT VEHICLE MEANS A THEORETICAL INVESTMENT MADE AVAILABLE
UNDER THE PLAN BY THE PLAN ADMINISTRATOR FROM TIME TO TIME IN WHICH A
PARTICIPANT'S ACCOUNT MAY BE DEEMED TO BE INVESTED IN ACCORDANCE WITH
SECTION 5.2 HEREOF IN ORDER TO MEASURE THE VALUE OF THE ACCOUNT.
2.14
PARTICIPANT MEANS ANY ELIGIBLE INDIVIDUAL WHO PARTICIPATES IN THE
PLAN IN ACCORDANCE WITH ARTICLE III.
2.15
PERFORMANCE BONUS MEANS A BONUS FOR A CALENDAR YEAR THAT THE PLAN
ADMINISTRATOR DETERMINES QUALIFIES AS PERFORMANCE-BASED COMPENSATION UNDER THE
REGULATIONS, SO THAT THE DEADLINE FOR MAKING AN ELECTION TO DEFER THE BONUS MAY
BE UP TO JUNE 30 OF SUCH CALENDAR YEAR, RATHER THAN DECEMBER 31 OF THE PRIOR
YEAR.
2.16
PLAN MEANS THIS SCIENTIFIC GAMES CORPORATION ELECTIVE DEFERRED
COMPENSATION PLAN, EFFECTIVE AS OF JANUARY 1, 2005 AND RESTATED EFFECTIVE
JANUARY 1, 2009, AS IT MAY BE FROM TIME TO TIME AMENDED, AND COMPRISING THE
EXECUTIVE DEFERRED COMPENSATION PLAN AND THE NON-EMPLOYEE DIRECTORS DEFERRED
COMPENSATION PLAN (AS SET FORTH IN SECTION 1.4).
2.17
PLAN ADMINISTRATOR MEANS THE PERSON, PERSONS OR ENTITY DESIGNATED BY
THE COMPANY TO ADMINISTER THE PLAN AND TO SERVE AS THE AGENT FOR THE COMPANY
WITH RESPECT TO THE TRUST AS CONTEMPLATED BY THE AGREEMENT ESTABLISHING THE
TRUST.
2.18
REGULATIONS MEAN REGULATIONS AND OTHER GUIDANCE ISSUED BY THE
TREASURY OR INTERNAL
4
REVENUE SERVICE UNDER SECTION 409A. REFERENCES TO A SPECIFIC SECTION OF THE
REGULATIONS SHALL REFER TO SUCH PROVISION AS FROM TIME TO TIME IN EFFECT OR ANY
APPLICABLE SUCCESSOR SECTION.
2.19
SEPARATION FROM SERVICE MEANS (A) WITH RESPECT TO A PARTICIPANT
OTHER THAN A NON-EMPLOYEE DIRECTOR, SEPARATION FROM SERVICE WITHIN THE MEANING
OF THE REGULATIONS, OTHER THAN BY REASON OF DEATH, DETERMINED BY REFERENCE TO
THE PRESUMPTIVE RULE OF TREASURY REG. § 1.409A-1(H)(L) (UNDER WHICH A REASONABLE
EXPECTATION OF A PERMANENT REDUCTION IN THE LEVEL OF SERVICES TO NO MORE THAN
20% OF THE AVERAGE LEVEL DURING THE PRIOR 36-MONTH OR OTHER APPLICABLE PERIOD IS
PRESUMED TO RESULT IN A SEPARATION FROM SERVICE), AND (B) WITH RESPECT TO A
NON-EMPLOYEE DIRECTOR, SEPARATION FROM SERVICE AS SUCH A DIRECTOR IF THE
PARTICIPANT THEREAFTER NEITHER PERFORMS OR IS EXPECTED TO PERFORM SERVICES FOR
THE COMPANY OR ANY SUBSIDIARY AS AN INDEPENDENT CONTRACTOR (OR, IF THE
PARTICIPANT CONTINUES OR IS EXPECTED TO PERFORM SERVICES AS SUCH AN INDEPENDENT
CONTRACTOR, SEPARATION FROM SERVICE WITHIN THE MEANING OF THE APPLICABLE
PROVISIONS OF TREASURY REG. § 1.409A-1(H)).
FOR PURPOSES OF THE FOREGOING,
(A)
CONTROLLED GROUP.
WHETHER A SEPARATION OF SERVICE OCCURS SHALL BE
DETERMINED IN EACH CASE BY TREATING THE COMPANY AND ALL SUBSIDIARIES AS SINGLE
EMPLOYER.
(B)
SALE OF SUBSIDIARY.
IN THE EVENT OF A SUBSIDIARY CHANGE IN
CONTROL EVENT, DISTRIBUTION SHALL BE MADE TO EACH PARTICIPANT WHO CONTINUES TO
BE EMPLOYED BY THE AFFECTED SUBSIDIARY IMMEDIATELY FOLLOWING SUCH EVENT (AND WHO
HAD NOT PREVIOUSLY INCURRED A SEPARATION FROM SERVICE) AS IF THE PARTICIPANT HAD
THEREUPON INCURRED SEPARATION FROM SERVICE, EXCEPT THAT NO SIX-MONTH DELAY SHALL
BE REQUIRED PURSUANT TO SECTION 7.2(A).
(C)
LEAVES, ETC.
A