RESULTED FROM A BREACH
BY SGC OR ITS AFFILIATES OF SECTION 5.17(A) OF THIS AGREEMENT, AND EXCEPT WITH
RESPECT TO ANY PROPOSED DISPOSAL TO THE EXTENT IT CONSTITUTES AN OFFER TO THE
PUBLIC, THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT OF SPORTECH SHALL
REASONABLY COOPERATE WITH SGC, AT SGC'S SOLE EXPENSE, WITH A VIEW TO ACHIEVING
AN ORDERLY AND EFFECTIVE MARKETING OF SUCH SPORTECH SHARES, INCLUDING PROVIDING
REASONABLE ASSISTANCE WITH MARKETING EFFORTS.
SECTION 5.12
EMPLOYEE MATTERS.
(A)
AFTER THE DATE HEREOF AND PRIOR TO CLOSING,
ON TERMS REASONABLY SATISFACTORY TO PURCHASERS TO THE EXTENT MATERIALLY
DIFFERENT FROM THOSE IN EFFECT ON THE DATE HEREOF, SGC SHALL CAUSE THE COMPANIES
AND THEIR SUBSIDIARIES TO SEEK TO CONTINUE TO EMPLOY ALL INDIVIDUALS WHO ARE
IDENTIFIED EMPLOYEES ON AND WITH EFFECT FROM NO LATER THAN THE CLOSING (SUCH
INDIVIDUALS, TO THE EXTENT EMPLOYED BY THE COMPANIES AND THEIR SUBSIDIARIES AS
OF THE CLOSING, COLLECTIVELY, THE "AFFECTED EMPLOYEES").
NOTHING IN THIS
SECTION 5.12(A) SHALL CONSTITUTE A GUARANTEE OF EMPLOYMENT FOLLOWING THE
CLOSING.
IF PURCHASERS TERMINATE (OR CAUSE TO BE TERMINATED) ANY OF THE
EMPLOYEES INDENTIFIED AS "FINANCE EMPLOYEES" ON SCHEDULE 1.1(B) OF THE SELLER
DISCLOSURE SCHEDULE, PURCHASERS SHALL BEAR RESPONSIBILITY FOR ANY ASSOCIATED
TERMINATION LIABILITIES, EXCEPT TO THE EXTENT THAT ANY SELLER (OR AN AFFILIATE
OF ANY SELLER) HIRES ANY SUCH INDIVIDUAL WITHIN SIX (6) MONTHS OF SUCH
INDIVIDUAL'S TERMINATION AND WITHIN SUCH SIX (6) MONTH PERIOD PURCHASERS HAVE
NOT RELOCATED, OR ANNOUNCED PLANS TO RELOCATE, ALL OR SUBSTANTIALLY ALL OF THE
FINANCE FUNCTION OF THE COMPANIES AND THEIR SUBSIDIARIES AWAY FROM (OR OTHERWISE
DISCONTINUE SUCH OPERATIONS IN) THE ATLANTA, GEORGIA METROPOLITAN AREA, IN WHICH
CASE SELLERS SHALL REIMBURSE PURCHASERS FOR ANY SUCH TERMINATION LIABILITIES
ALREADY PAID OR WHICH PURCHASERS ARE REQUIRED TO PAY IN THE FUTURE (EXCLUDING
ANY LIABILITY FOR ANY "STAY BONUS" TO WHICH SUCH INDIVIDUAL MAY BE ENTITLED TO
THE EXTENT AGREED BY PURCHASERS BEFORE OR AFTER CLOSING).
SGC SHALL TRANSFER
SPONSORSHIP OF THE AUTOTOTE SYSTEMS, INC. PENSION PLAN FOR UNION EMPLOYEES AND
THE SCIENTIFIC GAMES RACING UNION PLAN TO SGR AS OF CLOSING.
FOR AVOIDANCE OF
DOUBT, THE AUTOTOTE SYSTEMS, INC. PENSION PLAN FOR UNION EMPLOYEES AND THE
SCIENTIFIC GAMES RACING UNION PLAN SHALL EACH BE A COMPANY PLAN.
PURCHASERS
SHALL, OR SHALL CAUSE THE COMPANIES TO, ESTABLISH A COMPARABLE PLAN TO THE
SCIENTIFIC GAMES 401(K) PLAN (THE "SGC 401(K) PLAN"), EFFECTIVE ON OR AS SOON AS
PRACTICABLE AFTER THE CLOSING DATE, FOR AFFECTED EMPLOYEES WHOSE ACTIVE
PARTICIPATION IN
100
THE SGC 401(K) PLAN WILL END ON THE CLOSING DATE (THE "NEW 401(K) PLAN").
THERE
SHALL BE NO TRANSFER OF ANY PORTION OF THE SGC 401(K) PLAN TO THE NEW
401(K) PLAN.
FURTHERMORE, SGC SHALL ENSURE THAT THE COMPANIES AND THEIR
SUBSIDIARIES CEASE AS OF THE CLOSING TO BE PARTICIPATING SPONSORS OF THE SGC
401(K) PLAN AND ANY OTHER PLANS SPONSORED BY SELLERS OR THEIR AFFILIATES (OTHER
THAN THE COMPANIES AND THEIR SUBSIDIARIES), AND THAT SELLERS AND THEIR
AFFILIATES (OTHER THAN THE COMPANIES AND THEIR SUBSIDIARIES) CEASE TO BE