OR OTHER
SIMILAR OVERNIGHT SERVICE OR BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID AND ADDRESSED TO SUCH PARTY AT THE ADDRESS SET FORTH
BELOW OR AT SUCH OTHER ADDRESS AS MAY BE DESIGNATED BY SUCH PARTY BY LIKE
NOTICE:
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To the Company:
Scientific Games Corporation
750 Lexington Avenue
New York, NY
10022
Attention: General Counsel
with a copy to:
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY
10036
Attention:
Howard Rothman, Esq.
To Executive:
Michael Chambrello
504 Mount Vernon Road
Plantsville, CT
06479
with a copy to:
Outten & Golden
3 Park Avenue, 29th Floor
New York, NY
10016
Attention:
Wayne Outten, Esq.
10.
ASSIGNABILITY; BINDING EFFECT.
NEITHER THIS AGREEMENT NOR THE
RIGHTS OR OBLIGATIONS HEREUNDER OF THE PARTIES HERETO SHALL BE TRANSFERABLE OR
ASSIGNABLE BY EXECUTIVE, EXCEPT IN ACCORDANCE WITH THE LAWS OF DESCENT AND
DISTRIBUTION AND AS SPECIFIED BELOW. THE COMPANY MAY ASSIGN THIS AGREEMENT AND
THE COMPANY'S RIGHTS AND OBLIGATIONS HEREUNDER, AND SHALL ASSIGN THIS AGREEMENT
AND SUCH RIGHTS AND OBLIGATIONS, TO ANY SUCCESSOR (AS HEREINAFTER DEFINED)
WHICH, BY OPERATION OF LAW OR OTHERWISE, CONTINUES TO CARRY ON SUBSTANTIALLY THE
BUSINESS OF THE COMPANY (OR A BUSINESS UNIT OF THE COMPANY FOR WHICH EXECUTIVE
PROVIDED SERVICES) PRIOR TO THE EVENT OF SUCCESSION, AND THE COMPANY SHALL, AS A
CONDITION OF THE SUCCESSION, REQUIRE SUCH SUCCESSOR TO AGREE IN WRITING TO
ASSUME THE COMPANY'S OBLIGATIONS AND BE BOUND BY THIS AGREEMENT. FOR PURPOSES OF
THIS AGREEMENT, "SUCCESSOR" SHALL MEAN ANY PERSON THAT SUCCEEDS TO, OR HAS THE
PRACTICAL ABILITY TO CONTROL, THE COMPANY'S BUSINESS DIRECTLY OR INDIRECTLY, BY
MERGER OR CONSOLIDATION, BY PURCHASE OR OWNERSHIP OF VOTING SECURITIES OF THE
COMPANY OR ALL OR SUBSTANTIALLY ALL OF ITS ASSETS OR THOSE RELATING TO A
PARTICULAR BUSINESS UNIT OF THE COMPANY TO WHICH EXECUTIVE PROVIDES SERVICES, OR
OTHERWISE. THE COMPANY MAY ALSO ASSIGN THIS AGREEMENT AND THE COMPANY'S RIGHTS
AND OBLIGATIONS HEREUNDER TO ANY AFFILIATE OF THE COMPANY, PROVIDED THAT UPON
ANY SUCH ASSIGNMENT THE COMPANY SHALL REMAIN LIABLE FOR THE OBLIGATIONS TO
EXECUTIVE HEREUNDER. THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF EXECUTIVE, EXECUTIVE'S HEIRS, EXECUTORS, ADMINISTRATORS, AND
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BENEFICIARIES, AND SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE COMPANY
AND ITS SUCCESSORS AND ASSIGNS.
11.
COMPLETE UNDERSTANDING; AMENDMENT; WAIVER.
THIS AGREEMENT
CONSTITUTES THE COMPLETE UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE
EMPLOYMENT OF EXECUTIVE AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS AND
UNDERSTANDINGS, BOTH WRITTEN AND ORAL, BETWEEN THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF, AND NO STATEMENT, REPRESENTATION, WARRANTY OR COVENANT
HAS BEEN MADE BY EITHER PARTY WITH RESPECT THERETO EXCEPT AS EXPRESSLY SET FORTH
HEREIN. EXHIBIT B LISTS ALL EXISTING AGREEMENTS AND UNDERSTANDINGS WHICH SHALL
BE TERMINATED AS OF THE EFFECTIVE DATE. THIS AGREEMENT SHALL NOT BE MODIFIED,
AMENDED OR TERMINATED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY EACH OF THE
PARTIES. ANY WAIVER OF ANY TERM OR PROVISION HEREOF, OR OF THE APPLICATION