Exhibit 10.56
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is made as of 8th day of August,
2005 (the "Effective Date"), by and between SCIENTIFIC GAMES CORPORATION
("SGC"), a Delaware corporation or any affiliate thereof, as indicated on the
signature page (the "Company") and STEVEN WAYNE BEASON ("Executive").
1.
EMPLOYMENT; TERM.
THE COMPANY HEREBY
AGREES TO EMPLOY EXECUTIVE, AND EXECUTIVE HEREBY ACCEPTS EMPLOYMENT WITH THE
COMPANY, IN ACCORDANCE WITH AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN.
THE TERM OF EMPLOYMENT OF EXECUTIVE UNDER THIS AGREEMENT (THE "TERM")
SHALL BE THE PERIOD COMMENCING ON AUGUST 8, 2005 AND ENDING ON AUGUST 8, 2008,
AND AS MAY BE EXTENDED IN ACCORDANCE WITH THIS SECTION 1 AND SUBJECT TO EARLIER
TERMINATION IN ACCORDANCE WITH SECTION 5.
THE TERM SHALL BE EXTENDED
AUTOMATICALLY WITHOUT FURTHER ACTION BY EITHER PARTY BY ONE ADDITIONAL YEAR
(ADDED TO THE END OF THE TERM), AND THEN ON EACH SUCCEEDING ANNUAL ANNIVERSARY
THEREAFTER, UNLESS EITHER PARTY SHALL HAVE GIVEN WRITTEN NOTICE TO THE OTHER
PARTY PRIOR TO THE DATE WHICH IS SIXTY DAYS PRIOR TO THE DATE UPON WHICH SUCH
EXTENSION WOULD OTHERWISE HAVE BECOME EFFECTIVE ELECTING NOT TO FURTHER EXTEND
THE TERM, IN WHICH CASE EXECUTIVE'S EMPLOYMENT SHALL TERMINATE ON THE DATE UPON
WHICH SUCH EXTENSION WOULD OTHERWISE HAVE BECOME EFFECTIVE, UNLESS EARLIER
TERMINATED IN ACCORDANCE WITH SECTION 5.
2.
OFFICES AND DUTIES.
(A)
DURING THE TERM, EXECUTIVE WILL SERVE AS
VICE PRESIDENT - CHIEF TECHNOLOGY OFFICER FOR THE COMPANY, AND WILL SERVE AS AN
OFFICER OR DIRECTOR OF ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY IF ELECTED TO
ANY SUCH POSITION BY THE SHAREHOLDERS OR BY THE BOARD OF DIRECTORS OF THE
COMPANY OR ANY SUBSIDIARY OR AFFILIATE, AS THE CASE MAY BE.
IN SUCH CAPACITIES,
THE EXECUTIVE SHALL PERFORM SUCH DUTIES AND SHALL HAVE SUCH RESPONSIBILITIES AS
ARE NORMALLY ASSOCIATED WITH SUCH POSITIONS AND AS OTHERWISE MAY BE ASSIGNED TO
THE EXECUTIVE FROM TIME TO TIME BY THE CHIEF EXECUTIVE OFFICER OR PRESIDENT
("CHIEF OFFICER") OF THE COMPANY OR SUCH OTHER EXECUTIVE OFFICER OF THE COMPANY
AS SHALL BE DESIGNATED BY THE CHIEF OFFICER OR UPON AUTHORITY OF THE BOARD OF
DIRECTORS.
SUBJECT TO SECTION 5(B), EXECUTIVE'S FUNCTIONS, DUTIES AND
RESPONSIBILITIES ARE SUBJECT TO REASONABLE CHANGES AS THE COMPANY MAY IN GOOD
FAITH DETERMINE.
(B)
THE EXECUTIVE HEREBY AGREES TO ACCEPT SUCH
EMPLOYMENT AND ELECTION TO ANY SUCH OFFICES AND TO RENDER THE SERVICES DESCRIBED
ABOVE.
THROUGHOUT THE TERM, EXECUTIVE AGREES TO: (I) DEVOTE ALL OF EXECUTIVE'S
BUSINESS EFFORT, TIME, ATTENTION, ENERGY, AND SKILL TO EXECUTIVE'S POSITIONS
WITH THE COMPANY (SUBJECT TO THE COMPANY'S POLICIES WITH RESPECT TO VACATIONS
AND ABSENCES); (II) FAITHFULLY, LOYALLY, AND INDUSTRIOUSLY PERFORM SUCH DUTIES;
(III) COMPLY WITH ALL OF THE COMPANY'S POLICIES AND PROCEDURES, AS WELL AS ALL
APPLICABLE LAW AND REGULATIONS, THAT ARE KNOWN OR SHOULD BE KNOWN TO EXECUTIVE;
(IV) COMPLY WITH ALL REASONABLE REQUESTS, INSTRUCTIONS AND REGULATIONS MADE BY
THE COMPANY; AND (V) TRAVEL FOR BUSINESS PURPOSES TO THE EXTENT NECESSARY OR
APPROPRIATE IN THE