Exhibit 10.20
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 A. Lorne Weil
(“Executive”).
WHEREAS, Executive has been employed
pursuant to an Employment Agreement dated as of January 1,
2006 (executed on August 8, 2006) by and between the Company
and Executive (the “2006 Agreement”), as amended by a
letter dated August 2, 2007 regarding amounts payable under
the Company’s Key Executive Deferred Compensation Plan (the
“EDCP Payment Letter”) and as further amended by an
Amendment to Employment Agreement effective as of May 1, 2008
(executed on May 12, 2008) (the “May 2008
Amendment” and, collectively with the 2006 Agreement and the
EDCP Payment Letter, 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 amendments
referred to in Sections 4(i)(a), (b), (c) and (e) of the
Employment Agreement are hereby adopted and effective.
Section 4(i) of the Employment Agreement is further
amended to add the following language at the end
thereof:
“Without limiting the
generality of the foregoing, the Company and Executive agree to the
following:
(i)
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 4
