Exhibit 10.22
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 Joseph R. Wright, Jr.
(“Executive”).
WHEREAS, the Company and Executive
entered into an Employment Agreement effective as of May 1,
2008 (executed on May 14, 2008) (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 second
sentence of Section 3(d)(i) of the Employment Agreement
is hereby amended to (i) delete the words “no later
than” and replacing such words with “between
January 1, 2009 and” and (ii) inserting the words
“between January 1, 2010 and”; immediately before
the word “April”.
2.
Section 3(h) of the
Employment Agreement is hereby amended to add the following 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 reimbursement under or in-kind
benefits
