to
provide Executive with remuneration, salary or any other benefits described
herein shall cease, in the case of a
non-renewal, as of December 31, 2005, except as to (i) payments due hereunder at
December 31, 2005 or becoming due thereafter for periods ending on or before
December 31, 2005, and (ii) payments that may become due pursuant to the
indemnification obligations under Section 5(a) of this Agreement.
2.
DUTIES.
(A)
IN HIS POSITION AS SENIOR VICE
PRESIDENT-MDI AND, SO LONG AS THE COMPANY MAINTAINS THE SEPARATE CORPORATE
EXISTENCE OF MDI (OR OTHERWISE MAINTAINS MDI AS A DISTINCT OPERATING DIVISION),
IN HIS POSITION AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF MDI, EXECUTIVE SHALL
MANAGE AND OVERSEE THE DAY-TO-DAY OPERATIONS OF MDI, SUBJECT TO THE DIRECTION OF
THE BOARD OF DIRECTORS OF THE COMPANY AND MDI, RESPECTIVELY.
IN HIS POSITION AS
SENIOR VICE PRESIDENT-MDI FOR THE COMPANY, EXECUTIVE SHALL ALSO HAVE DIRECT
REPORTING AUTHORITY TO THE CHIEF EXECUTIVE OFFICER OF SCIENTIFIC GAMES
CORPORATION, THE PARENT OF THE COMPANY ("PARENT") AND THE COMPANY.
EXECUTIVE
ALSO SHALL REPORT TO SUCH OFFICER OF THE COMPANY AS SHALL BE DESIGNATED BY THE
CHIEF EXECUTIVE OFFICER OF THE COMPANY.
DURING THE TERM OF THIS AGREEMENT, BUT
ONLY SO LONG AS THE COMPANY MAINTAINS THE SEPARATE CORPORATE EXISTENCE OF MDI,
THE COMPANY SHALL NOMINATE AND CAUSE EXECUTIVE TO BE ELECTED AS A MEMBER OF THE
BOARD OF DIRECTORS OF MDI.
EXECUTIVE SHALL PARTICIPATE DIRECTLY IN AND BE
RESPONSIBLE FOR THE TIMELY CREATION, MODIFICATION AND AMENDMENT OF ALL OPERATING
AND FINANCIAL PLANS, BUDGETS AND PROJECTIONS, AND MARKETING STRATEGIES RELATING
TO MDI OR ITS BUSINESS (COLLECTIVELY, THE "BUSINESS PLANS"), SUBJECT TO THE
REVIEW AND APPROVAL OF SUCH BUSINESS PLANS BY THE BOARD OF DIRECTORS OF MDI AND
THE CHAIRMAN OF THE COMPANY.
(B)
DURING THE TERM OF THIS AGREEMENT, EXECUTIVE
ALSO SHALL PERFORM SUCH OTHER DUTIES AND SHALL HAVE SUCH OTHER RESPONSIBILITIES
WITH THE COMPANY AND MDI AS ARE NORMALLY ASSOCIATED WITH THE POSITIONS SET FORTH
IN SECTION 1 AND AS OTHERWISE MAY BE REASONABLY ASSIGNED TO THE EXECUTIVE FROM
TIME TO TIME BY OR UPON THE AUTHORITY OF THE BOARD OF DIRECTORS OF MDI OR THE
CHAIRMAN OF THE COMPANY.
(C)
EXECUTIVE ACKNOWLEDGES THAT, AS AN OFFICER
OF THE COMPANY, HE MAY, FROM TIME TO TIME, BE ASSIGNED OTHER DUTIES AND
RESPONSIBILITIES BY THE COMPANY CONSISTENT WITH HIS SENIORITY AND POSITION AS AN
OFFICER OF THE COMPANY SO LONG AS SUCH DUTIES AND RESPONSIBILITIES WOULD NOT,
WITHOUT EXECUTIVE'S CONSENT WHICH SHALL NOT UNREASONABLY BE REFUSED,
(I) MATERIALLY INCREASE EXECUTIVE'S WORKLOAD WITHOUT A COMMENSURATE REDUCTION IN
HIS WORKLOAD WITH RESPECT TO THE BUSINESS OPERATIONS OF MDI, AND (II) MATERIALLY
AND SIGNIFICANTLY CHANGE HIS OVERALL RESPONSIBILITIES WITH THE COMPANY.
SUBJECT
TO THE FOREGOING AND SECTION 9(A), EXECUTIVE'S FUNCTIONS, DUTIES AND
RESPONSIBILITIES ARE SUBJECT TO REASONABLE CHANGES AS THE COMPANY MAY IN GOOD
FAITH DETERMINE.
(D)
IN ADDITION TO HIS OTHER EXPRESS DUTIES SET
FORTH IN THIS AGREEMENT, THROUGHOUT THE TERM OF HIS EMPLOYMENT UNDER THIS
AGREEMENT, EXECUTIVE SHALL, IN ALL