Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is made as of July 1, 2005 (the
"Effective Date"), by and between SCIENTIFIC GAMES CORPORATION ("SGC"), a
Delaware corporation or any affiliate thereof, as indicated on the signature
page (the "Company") and Michael Chambrello ("Executive").
1.
EMPLOYMENT; TERM.
THE COMPANY HEREBY AGREES TO EMPLOY EXECUTIVE,
AND EXECUTIVE HEREBY ACCEPTS EMPLOYMENT WITH THE COMPANY, IN ACCORDANCE WITH AND
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN. THE TERM OF EMPLOYMENT OF
EXECUTIVE UNDER THIS AGREEMENT (THE "TERM") SHALL BE THE PERIOD COMMENCING ON
THE EFFECTIVE DATE AND ENDING ON JUNE 30, 2008, AS MAY BE EXTENDED IN ACCORDANCE
WITH THIS SECTION 1 AND SUBJECT TO EARLIER TERMINATION IN ACCORDANCE WITH
SECTION 5. THE TERM SHALL BE EXTENDED AUTOMATICALLY WITHOUT FURTHER ACTION BY
EITHER PARTY BY ONE ADDITIONAL YEAR (ADDED TO THE END OF THE TERM), AND THEN ON
EACH SUCCEEDING ANNUAL ANNIVERSARY THEREAFTER, UNLESS EITHER PARTY SHALL HAVE
GIVEN WRITTEN NOTICE TO THE OTHER PARTY PRIOR TO THE DATE WHICH IS ONE HUNDRED
TWENTY (120)
DAYS PRIOR TO THE DATE UPON WHICH SUCH EXTENSION WOULD OTHERWISE
HAVE BECOME EFFECTIVE ELECTING NOT TO FURTHER EXTEND THE TERM, IN WHICH CASE
EXECUTIVE'S EMPLOYMENT SHALL TERMINATE ON THE DATE UPON WHICH SUCH EXTENSION
WOULD OTHERWISE HAVE BECOME EFFECTIVE, UNLESS EARLIER TERMINATED IN ACCORDANCE
WITH SECTION 5.
2.
OFFICES AND DUTIES.
(A)
DURING THE TERM, EXECUTIVE WILL SERVE AS PRESIDENT AND CHIEF
OPERATING OFFICER FOR THE COMPANY, AND WILL SERVE AS AN OFFICER OR DIRECTOR OF
ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY IF ELECTED TO ANY SUCH POSITION BY
THE SHAREHOLDERS OR BY THE BOARD OF DIRECTORS OF THE COMPANY OR ANY SUBSIDIARY
OR AFFILIATE, AS THE CASE MAY BE. IN SUCH CAPACITIES, THE EXECUTIVE SHALL
PERFORM SUCH DUTIES AND SHALL HAVE SUCH RESPONSIBILITIES AS ARE NORMALLY
ASSOCIATED WITH SUCH POSITIONS, INCLUDING WITHOUT LIMITATION PRIMARY
RESPONSIBILITY FOR THE DAY TO DAY OPERATIONS OF THE COMPANY, REPORTING TO THE
CHIEF EXECUTIVE OFFICER OF THE COMPANY.
EXECUTIVE UNDERSTANDS THAT THE CHIEF
EXECUTIVE OFFICER SHALL HAVE PRIMARY RESPONSIBILITY FOR ACTIVITIES OF THE
COMPANY RELATING TO CORPORATE FINANCE, MERGERS AND ACQUISITIONS, CORPORATE LEGAL
AFFAIRS, STRATEGIC PLANNING, AND THE LIKE.
SUBJECT TO SECTION 5(D), EXECUTIVE'S
FUNCTIONS, DUTIES AND RESPONSIBILITIES ARE SUBJECT TO REASONABLE CHANGES AS THE
COMPANY MAY IN GOOD FAITH DETERMINE AFTER CONSULTATION WITH EXECUTIVE.
(B)
THE EXECUTIVE HEREBY AGREES TO ACCEPT SUCH EMPLOYMENT AND ELECTION
TO ANY SUCH OFFICES AND TO RENDER THE SERVICES DESCRIBED ABOVE. THROUGHOUT THE
TERM, EXECUTIVE AGREES TO: (I) DEVOTE ALL OF EXECUTIVE'S BUSINESS EFFORT, TIME,
ATTENTION, ENERGY, AND SKILL TO EXECUTIVE'S POSITIONS WITH THE COMPANY (SUBJECT
TO THE COMPANY'S POLICIES WITH RESPECT TO VACATIONS AND ABSENCES);
(II) FAITHFULLY, LOYALLY, AND INDUSTRIOUSLY PERFORM SUCH DUTIES; (III) COMPLY
WITH ALL OF THE COMPANY'S POLICIES AND PROCEDURES, AS
WELL AS ALL APPLICABLE LAW AND REGULATIONS, THAT ARE KNOWN OR SHOULD BE KNOWN TO
EXECUTIVE; (IV) COMPLY WITH ALL REASONABLE REQUESTS, INSTRUCTIONS AND
REGULATIONS MADE BY THE COMPANY; AND (V) TRAVEL FOR BUSINESS PURPOSES