IS HEREBY AMENDED TO (I) DELETE THE WORDS COMMENCING WITH "EXECUTIVE
SHALL RECEIVE" AND ENDING WITH "ADDITION" AND REPLACING SUCH WORDS WITH "THE
COMPANY SHALL REIMBURSE EXECUTIVE ON AN AFTER-TAX BASIS FOR THE COSTS HE INCURS
IN OBTAINING BENEFITS THAT ARE REASONABLY COMPARABLE TO THE" AND (II) DELETE THE
WORDS BETWEEN THE LAST TWO PARENTHETICALS OF SUCH SECTION.
4.
SECTION 5(E)(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 LUMP SUM AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER
THAN 30 DAYS, AFTER THE OCCURRENCE OF THE CHANGE IN CONTROL."
5.
EMPLOYMENT AGREEMENT.
EXCEPT AS SET
FORTH IN THIS AMENDMENT, ALL OTHER TERMS AND CONDITIONS OF THE EMPLOYMENT
AGREEMENT SHALL REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT.
6.
COUNTERPARTS.
THIS AMENDMENT MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL FOR ALL PURPOSES BE
DEEMED TO BE AN ORIGINAL AND ALL OF WHICH SHALL CONSTITUTE THE SAME INSTRUMENT.
7.
HEADINGS.
THE HEADINGS OF THE
PARAGRAPHS HEREIN ARE INCLUDED SOLELY FOR CONVENIENCE OF REFERENCE AND SHALL NOT
CONTROL THE MEANING OR INTERPRETATION OF ANY PROVISION OF THIS AMENDMENT.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
executed on its behalf as of the date first above written.
SCIENTIFIC GAMES CORPORATION
By:
/s/ Ira H. Raphaelson
Name:
Ira H. Raphaelson
Title:
Vice President, General Counsel and Secretary
/s/ A. Lorne Weil
A. Lorne Weil
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