ON THE PRIOR VALUATION OF $3,788,461 AS OF DECEMBER 31,
2005, INCREASED BY INTEREST AT AN ANNUAL RATE OF 4% CREDITED AND COMPOUNDED
ANNUALLY FROM DECEMBER 31, 2005 TO THE PAYMENT DATE.
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(E)
NOTWITHSTANDING ANYTHING IN THE SUPERSEDING
AGREEMENT TO THE CONTRARY, (I) 50% OF THE AMOUNT REFERRED TO IN
SECTION 2(B)(VII) OF THE SUPERSEDING AGREEMENT SHALL BE PAID ON A SPECIFIED
PAYMENT DATE (WITHIN THE MEANING OF THE TREASURY REGULATIONS UNDER IRC
SECTION 409A) COMPRISING THE PERIOD BETWEEN AUGUST 1, 2009 AND AUGUST 14, 2009
(SUBJECT TO DEDUCTIONS OR AMOUNTS TO BE WITHHELD AS REQUIRED BY APPLICABLE LAW
AND REGULATIONS) AND (II) THE REMAINING 50% OF THE AMOUNT REFERRED TO IN
SECTION 2(B)(VII) OF THE SUPERSEDING AGREEMENT WILL BE PAID IN INSTALLMENTS ON
SPECIFIED PAYMENT DATES (WITHIN THE MEANING OF THE TREASURY REGULATIONS UNDER
IRC SECTION 409A) COMPRISING EACH PAY DATE UNDER THE COMPANY'S REGULAR PAYROLL
PRACTICES OVER THE SIX-MONTH PERIOD BEGINNING AUGUST 1, 2009.
5.
FOR THE AVOIDANCE OF DOUBT, FOLLOWING
THE END OF EXECUTIVE'S TERM OF EMPLOYMENT ON FEBRUARY 1, 2009, EXECUTIVE SHALL
NOT BE ENTITLED TO ANY OF THE PAYMENTS AND OTHER BENEFITS CONTEMPLATED BY
SECTION 5 OF THE ORIGINAL AGREEMENT OR SECTION 2 OF THE SUPERSEDING AGREEMENT
OTHER THAN THE PAYMENTS AND BENEFITS CONTEMPLATED BY SECTION 2(B) OF THE
SUPERSEDING AGREEMENT (AS AMENDED HEREBY).
6.
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.
7.
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.
8.
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.
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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 INTERNATIONAL, INC.
By:
/s/ Ira H. Raphaelson
Name:
Ira H. Raphaelson
Title:
Vice President, General Counsel and Secretary
/s/ William J. Huntley
William J. Huntley
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