EFFECTIVENESS OF ANY EXERCISE OF THE OPTION IN ORDER TO ALLOW THE
ISSUANCE OF SHARES OF COMMON STOCK PURSUANT THERETO TO BE MADE PURSUANT TO
REGISTRATION OR AN EXEMPTION FROM REGISTRATION OR OTHER METHODS FOR COMPLIANCE
AVAILABLE UNDER FEDERAL OR STATE SECURITIES LAWS. THE COMMITTEE SHALL INFORM THE
PARTICIPANT IN WRITING OF ITS DECISION TO DEFER THE EFFECTIVENESS OF THE
EXERCISE OF THE OPTION. DURING THE PERIOD THAT THE EFFECTIVENESS OF THE EXERCISE
OF THE OPTION HAS BEEN DEFERRED, THE PARTICIPANT MAY, BY WRITTEN NOTICE,
WITHDRAW SUCH EXERCISE AND OBTAIN THE REFUND OF ANY AMOUNT PAID WITH RESPECT
THERETO.
12.
DELAYS OR OMISSIONS. NO DELAY OR OMISSION TO EXERCISE ANY RIGHT,
POWER OR REMEDY ACCRUING TO ANY PARTY HERETO UPON ANY BREACH OR DEFAULT OF ANY
PARTY UNDER THIS AGREEMENT, SHALL IMPAIR ANY SUCH RIGHT, POWER OR REMEDY OF SUCH
PARTY, NOR SHALL IT BE CONSTRUED TO BE A WAIVER OF ANY SUCH BREACH OR DEFAULT,
OR AN ACQUIESCENCE THEREIN, OR OF OR IN ANY SIMILAR BREACH OR DEFAULT THEREAFTER
OCCURRING, NOR SHALL ANY WAIVER OF ANY SINGLE BREACH OR DEFAULT BE DEEMED A
WAIVER OF ANY OTHER BREACH OR DEFAULT THERETOFORE OR THEREAFTER OCCURRING.
ANY
WAIVER, PERMIT, CONSENT OR APPROVAL OF ANY KIND OR CHARACTER ON THE PART OF ANY
PARTY OF ANY BREACH OR DEFAULT UNDER THIS AGREEMENT, OR ANY WAIVER ON THE PART
OF ANY PARTY OF ANY PROVISIONS OR CONDITIONS OF THIS AGREEMENT, MUST BE IN A
WRITING SIGNED BY SUCH PARTY AND SHALL BE EFFECTIVE ONLY TO THE EXTENT
SPECIFICALLY SET FORTH IN SUCH WRITING.
13.
INTEGRATION. THIS AGREEMENT, AND THE OTHER DOCUMENTS REFERRED TO
HEREIN OR DELIVERED PURSUANT HERETO WHICH FORM A PART HEREOF, AND THE EMPLOYMENT
AGREEMENT CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO ITS
SUBJECT MATTER.
THERE ARE NO RESTRICTIONS, AGREEMENTS, PROMISES,
REPRESENTATIONS, WARRANTIES, COVENANTS OR UNDERTAKINGS WITH
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RESPECT TO THE SUBJECT MATTER HEREOF OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN
AND IN THE EMPLOYMENT AGREEMENT.
THIS AGREEMENT AND THE EMPLOYMENT AGREEMENT
SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES WITH
RESPECT TO ITS SUBJECT MATTER.
14.
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REGARD TO THE PROVISIONS GOVERNING CONFLICT OF LAWS.
15.
PARTICIPANT ACKNOWLEDGMENT.
THE PARTICIPANT HEREBY ACKNOWLEDGES
THAT ALL DECISIONS, DETERMINATIONS AND INTERPRETATIONS OF THE COMMITTEE IN
RESPECT OF THIS AGREEMENT AND THE OPTION SHALL BE FINAL AND CONCLUSIVE.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
its duly authorized officer, and the Participant has signed this Agreement on
his own behalf, thereby representing that he has carefully read and understands
this Agreement, as of the day and year first written above.
SCIENTIFIC GAMES CORPORATION
By:
Martin E. Schloss
Vice President, General Counsel and Secretary
PARTICIPANT:
Michael Chambrello
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