Exhibit 10.5
Second Amendment to Employment
Agreement
Second Amendment to Employment
Agreement (this “Amendment”), dated as of
April 22, 2009, 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) as amended by the Amendment to
Employment Agreement dated December 20, 2008 (as amended, the
“Employment Agreement”); and
WHEREAS, the Company and Executive
desire to amend the Employment Agreement as set forth
herein;
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 3(c) of the
Employment Agreement is hereby amended to insert the words
“with a value up to 155% of Executive’s Base
Salary” immediately before the words “in the sole
discretion of the Compensation Committee”.
2.
Sections
4(d) and 4(e) of the Employment Agreement are hereby
amended to replace clauses (iv) and (vii) thereof,
respectively, with the following:
“For a
period of three (3) years after such termination, Executive
shall continue to participate in all employee and executive benefit
plans, programs, and arrangements under Section 3(g) of
this Agreement providing health, medical, disability and life
insurance benefits in
