Exhibit 10.37
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 Larry Potts (“Executive”).
WHEREAS, the Company and Executive
entered into an Employment Agreement dated as of January 1,
2006 (executed on August 2, 2006) by and between the Company
and Executive, as amended by the letter agreement dated
October 2, 2008 (as so amended, the “Employment
Agreement”); and
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.
Section 4(f) of the
Employment Agreement is hereby amended by adding the following
three sentences at the end thereof:
“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 409A of the Code, such payments or other benefits
shall be deferred if deferral will make such payment or other
benefits compliant under Section 409A of the Code, or
otherwise such payments or other benefits shall be restructured, to
the extent possible, in a manner determined by the Company that
does not cause such acceleration or additional tax. To the
extent any reimbursements or in-kind benefits due to Executive
under this Agreement constitute deferred compensation under
Section 409A of the Code, any such reimbursements or in-kind
benefits shall be paid to Executive in a manner consistent with
Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment
made under this Agreement sha
