Exhibit 10.26
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 Michael R. Chambrello
(“Executive”).
WHEREAS, Executive has been employed
pursuant to an Employment Agreement dated as of July 1, 2005
by and between the Company and Executive (the “2005
Agreement”) as amended by a letter agreement dated
August 2, 2006 (the “August 2006 Amendment”)
and a letter agreement dated May 8, 2008 (the
“May 2008 Amendment” and, collectively with the
2005 Agreement and the August 2006 Amendment, 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 6(i) of the
Employment Agreement is hereby amended by inserting the following
new sentence after the first sentence thereof:
“The
Company shall (i) provide Executive with the proposed form of
release referred to in the immediately preceding sentence no later
than two (2) days following the Termination Date,
(ii) the Executive shall have 21 days to consider the release
and if he executes the release, shall have seven days after
execution of the release to revoke the release, and, absent such
revocation, the release shall become binding, and
(iii) provided Executive did not revoke the release,
payments contingent on the release (if any) shall be paid no
earlier than the eight (8) days after execution in accordance
with the applicable provisions herein.”
2.
Section 6(j)(i) of
the Employment Agreement is hereby amended to (a) delete the
words “a lump sum payment equal to the sum of” and
replace such words with “the following amounts” and
(b) add the following sentences immediately prior to the last
sentence thereof:
“The
amounts referred to Section 6(j)(i)(A) and (B) shall
be payable in accordance with the timing contemplated by Sections
6(e)(ii) and (iii), respectively; provided ,
however , that, to the extent such amounts are exempt from
Section 409A and/or if such Change in Control constitutes a
change in ownership, change in effective control or a change in
ownership of a substantial portion of the assets of the Company
under Regulation Section 1.409A-3(i)(5) (collectively, a
“409A Change in Control”), the foregoing amounts shall
be paid in a lump sum as soon as practicable, but in no event later
than 30 days, after such termination. The amounts referred to
Section 6(j)(i)(C) and (D) shall be payable in a
lump sum as soon as practicable, but in no event later than 30
days, after such termination.
Section 6(j)(ii) of
the Employment Agreement is hereby amended to (i) delete the
words “a lump sum payment equal to the sum
of”
