CLAIM,
AND (D) A STATEMENT OF THE CLAIMANT'S RIGHT TO BRING AN ACTION UNDER SECTION
502(A) OF ERISA, AND (IF APPLICABLE) A DESCRIPTION OF THE ARBITRATION PROCEDURE
THAT MAY BE SUBSTITUTED THEREBY PURSUANT TO SECTION 5.7.
5.7
RESOLUTION OF
DISPUTES.
(A)
ANY DISPUTE ARISING OUT OF THIS PLAN PRIOR
TO A CHANGE OF CONTROL THAT REMAINS NOTWITHSTANDING EXHAUSTION OF ALL PROCEDURES
DESCRIBED ABOVE SHALL, IF AGREED TO BY THE MEMBER OR BENEFICIARY, AS APPLICABLE,
AND THE COMMITTEE, BE DETERMINED BY ARBITRATION UNDER THE RULES OF THE AMERICAN
ARBITRATION ASSOCIATION THEN IN EFFECT (IN WHICH CASE BOTH PARTIES SHALL BE
BOUND BY THE ARBITRATION AWARD) OR BY LITIGATION.
WHETHER THE DISPUTE IS TO BE
SETTLED BY ARBITRATION OR LITIGATION, THE VENUE FOR THE ARBITRATION OR
LITIGATION SHALL BE NEW YORK.
(B)
AFTER A CHANGE OF CONTROL, ALL DISPUTES
SHALL BE DETERMINED BY THE TRUSTEE OF THE TRUST IN ACCORDANCE WITH THE CLAIMS
PROCEDURES SET FORTH IN SECTIONS 5.2 THROUGH 5.6 (EXCEPT THAT POWERS AND
OBLIGATIONS OF THE COMMITTEE SHALL BE EXERCISED BY THE TRUSTEE), AND IN
ACCORDANCE WITH THE PROVISIONS OF THE APPLICABLE TRUST AGREEMENT.
13
ARTICLE VI
GENERAL
6.1
UNSECURED CREDITOR
STATUS.
NOTHING CONTAINED IN THIS PLAN AND NO ACTION TAKEN PURSUANT TO THE
PROVISIONS OF THIS PLAN SHALL CREATE OR BE CONSTRUED TO CREATE A TRUST OF ANY
KIND OR A FIDUCIARY RELATIONSHIP BETWEEN THE COMPANY AND THE MEMBER, HIS SPOUSE
OR ANY OTHER PERSON.
ANY FUNDS WHICH MAY BE INVESTED BY THE COMPANY TO INSURE
ITSELF AGAINST ANY AND ALL FINANCIAL LOSSES WHICH THE COMPANY MAY INCUR UNDER
THE PROVISIONS OF THIS PLAN SHALL CONTINUE FOR ALL PURPOSES TO BE A PART OF THE
GENERAL FUNDS OF THE COMPANY, AND NO PERSON OTHER THAN THE COMPANY, SHALL, BY
VIRTUE OF THE PROVISIONS OF THIS PLAN, HAVE ANY INTEREST IN SUCH FUNDS.
TO THE
EXTENT THAT ANY PERSON ACQUIRES A RIGHT TO RECEIVE PAYMENT FROM THE COMPANY
UNDER THIS PLAN, SUCH RIGHT SHALL BE NO GREATER THAN THE RIGHT OF ANY GENERAL
UNSECURED CREDITOR OF THE COMPANY.
SCIENTIFIC GAMES CORPORATION AND ANY
SUBSIDIARY EMPLOYING A MEMBER SHALL BE JOINTLY AND SEVERALLY LIABLE FOR ALL
AMOUNTS PAYABLE TO SUCH MEMBER (OR HIS BENEFICIARY) UNDER THE PLAN (AND THE TERM
"COMPANY" IN THIS SECTION 6.1, SECTION 6.2 AND SECTION 6.8(B) SHALL FOR SUCH
PURPOSE INCLUDE ANY SUCH SUBSIDIARY).
AMOUNTS PAYABLE TO A MEMBER EMPLOYED
SOLELY BY SCIENTIFIC GAMES CORPORATION (OR HIS BENEFICIARY) SHALL BE THE SOLE
OBLIGATION OF SCIENTIFIC GAMES CORPORATION.
6.2
SOURCE OF PAYMENT.
ALL BENEFITS UNDER THE PLAN SHALL BE PAID BY THE COMPANY OUT OF ITS GENERAL
ASSETS, AND ANY RIGHTS OF A MEMBER OR BENEFICIARY UNDER THE PLAN SHALL BE MERE
UNSECURED CONTRACTUAL RIGHTS.
THE COMPANY AND THE MEMBERS INTEND THAT ANY
ARRANGEMENTS MADE TO ASSIST THE COMPANY TO MEET OBLIGATIONS UNDER THE PLAN SHALL
BE UNFUNDED FOR TAX PURPOSES AND FOR PURPOSES OF TITLE I OF ERISA, AND NO TRUST,
SECURITY, ESCROW, OR SIMILAR ACCOUNT SHALL BE ESTABLISHED IN CONNECTION WITH THE
PLAN.
THE COMPANY