EXHIBIT 10.22
AMENDMENT TO EMPLOYMENT AGREEMENT
Amendment to Employment Agreement (this "Amendment"), dated as of December 30,
2008, by and between Scientific Games Corporation, a Delaware corporation (the
"Company"), and Joseph R. Wright, Jr. ("Executive").
WHEREAS, the Company and Executive entered into an Employment Agreement
effective as of May 1, 2008 (executed on May 14, 2008) (the "Employment
Agreement");
WHEREAS, the Company and Executive desire to amend the Employment Agreement as
set forth herein to bring the Employment Agreement into compliance with
Section 409A of the Internal Revenue Code of 1986 and the regulations and
Treasury guidance thereunder; and
WHEREAS, the amendments contemplated hereby are intended to bring the timing of,
and certain procedural aspects with respect to, certain payments under the
Employment Agreement into compliance with Section 409A but not to otherwise
affect Executive's right to such payments.
NOW THEREFORE, in consideration of the premises and the mutual benefits to be
derived herefrom and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1.
THE SECOND SENTENCE OF SECTION 3(D)(I) OF THE EMPLOYMENT
AGREEMENT IS HEREBY AMENDED TO (I) DELETE THE WORDS "NO LATER THAN" AND
REPLACING SUCH WORDS WITH "BETWEEN JANUARY 1, 2009 AND" AND (II) INSERTING THE
WORDS "BETWEEN JANUARY 1, 2010 AND"; IMMEDIATELY BEFORE THE WORD "APRIL".
2.
SECTION 3(H) OF THE EMPLOYMENT AGREEMENT IS HEREBY AMENDED TO ADD
THE FOLLOWING AT THE END THEREOF:
"TO THE EXTENT ANY PAYMENTS OF MONEY OR OTHER BENEFITS DUE TO EXECUTIVE
HEREUNDER COULD CAUSE THE APPLICATION OF AN ACCELERATION OR ADDITIONAL TAX UNDER
SECTION 409A OF THE CODE, SUCH PAYMENTS OR OTHER BENEFITS SHALL BE DEFERRED IF
DEFERRAL WILL MAKE SUCH PAYMENT OR OTHER BENEFITS COMPLIANT UNDER SECTION 409A
OF THE CODE, OR OTHERWISE SUCH PAYMENTS OR OTHER BENEFITS SHALL BE RESTRUCTURED,
TO THE EXTENT POSSIBLE, IN A MANNER DETERMINED BY THE COMPANY THAT DOES NOT
CAUSE SUCH ACCELERATION OR ADDITIONAL TAX.
TO THE EXTENT ANY REIMBURSEMENT
UNDER OR IN-KIND BENEFITS DUE TO EXECUTIVE UNDER THIS AGREEMENT CONSTITUTES
DEFERRED COMPENSATION UNDER SECTION 409A OF THE CODE, ANY SUCH REIMBURSEMENT OR
IN-KIND BENEFIT SHALL BE PAID TO EXECUTIVE IN A MANNER CONSISTENT WITH TREAS.
REG. SECTION 1.409A-3(I)(L)(IV)."
3.
SECTION 4(A)(II) OF THE EMPLOYMENT AGREEMENT IS HEREBY AMENDED TO
ADD THE FOLLOWING PARENTHETICAL IMMEDIATELY FOLLOWING THE WORDS "SECTION 3
HEREOF:"
"(INCLUDING, WITHOUT LIMITATION, ANY AMOUNT ACCRUED UNDER THE SCIENTIFIC GAMES
CORPORATION ELECTIVE DEFERRED COMPENSATION PLAN)"
4.
SECTION 4(E) OF THE EMPLOYMENT AGREEMENT IS HEREBY AMENDED TO
DELETE CLAUSE (VI) THEREOF IN ITS ENTIRETY AND REPLACE SUCH LANGUAGE BY THE
NOTATION "(VI) [RESERVED]".
5.
SECTION 4(F)(II) OF THE EMPLOYMENT AGREEMENT IS HEREBY AMENDED TO
ADD THE FOLLOWING NEW SENTENCE AT THE END THEREOF:
"THE AMOUNTS AND BENEFITS REFERRED TO IN THE IMMEDIATELY PRECEDING SENTENCE
SHALL BE PAYABLE IN A
1
LUMP SUM AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER THAN 30 DAYS, AFTER THE
OCCURRENCE OF THE CHANGE IN CONTROL."
6.
SECTION 4(K) OF THE EMPLOYMENT AGREEMENT SHALL