EXHIBIT 10.46
AMENDMENT TO EMPLOYMENT AND SEVERANCE BENEFITS 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 Ira H. Raphaelson ("Executive").
WHEREAS, Executive has been employed pursuant to an Employment and Severance
Benefits Agreement dated as of December 15, 2005 by and between the Company and
Executive (the "2005 Agreement"), as amended by a letter agreement dated
August 2, 2006 (the "August 2006 Amendment") and as amended further by a letter
agreement dated October 6, 2008 (the "October 2008 Amendment" and, collectively
with the 2005 Agreement and the August 2006 Amendment, the "Employment
Agreement"); and
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 8(B)(III) OF THE EMPLOYMENT AGREEMENT IS HEREBY AMENDED
TO REPLACE THE INITIAL CLAUSE "COMMENCING ON THE SIX MONTH ANNIVERSARY OF THE
TERMINATION DATE" WITH "COMMENCING ON THE FIRST PAYROLL FOLLOWING THE
TERMINATION DATE".
2.
THE SECOND SENTENCE OF SECTION 8(C) IS HEREBY AMENDED TO
(A) DELETE THE WORDS COMMENCING WITH "IT WILL PAY TO EXECUTIVE" AND ENDING WITH
THE WORD "PROVIDED" AND REPLACING SUCH WORDS WITH "IT SHALL REIMBURSE EXECUTIVE
ON AN AFTER-TAX BASIS FOR THE COSTS HE INCURS IN OBTAINING THE BENEFITS THAT ARE
REASONABLY COMPARABLE TO THE BENEFITS THE COMPANY WOULD OTHERWISE PROVIDE" AND
(B) DELETE THE PORTION OF THE SENTENCE AFTER THE SEMICOLON AND SUBSTITUTE A
PERIOD FOR THE SEMICOLON.
3.
SECTION 21 OF THE EMPLOYMENT AGREEMENT IS HEREBY AMENDED BY
INSERTING THE FOLLOWING THREE 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 DAYS FOLLOWING THE
TERMINATION DATE.
THE 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 DOES NOT REVOKE THE RELEASE, PAYMENTS
CONTINGENT ON THE RELEASE (IF ANY) SHALL BE PAID NO EARLIER THAN EIGHT (8) DAYS
AFTER EXECUTION THEREOF IN ACCORDANCE WITH THE APPLICABLE PROVISIONS HEREIN."
4.
CLAUSE 2 OF THE PROVISIONS OF THE OCTOBER 2008 AMENDMENT UNDER
THE CAPTION "TERMINATION IN CONNECTION WITH CHANGE IN CONTROL" IS HEREBY AMENDED
BY DELETING THE END OF SUCH CLAUSE 2 COMMENCING WITH "IN A LUMP SUM"