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Exhibit 10.9
SEPARATION AGREEMENT AND MUTUAL RELEASE
THIS SEPARATION AGREEMENT AND MUTUAL RELEASE ("Agreement") is dated
and
effective as of this 7th day of January
2004, by and among GTECH Holdings
Corporation, GTECH Corporation, together
with their direct and indirect
subsidiaries and affiliates and any of
their respective officers, directors or
employees, (collectively, "GTECH" or
"Company") and Larry Smith ("Mr. Smith" or
"Executive").
WHEREAS, Mr. Smith has been employed by GTECH since June 18, 2001,
as
Senior Vice President of Technology and
Chief Technology Officer.
NOW, THEREFORE, in consideration of the covenants contained herein
and
other consideration, the receipt of which
is hereby acknowledged, the Parties
agree as follows:
1. Resignation. GTECH has accepted Mr.
Smith's voluntary resignation, effective
January 7, 2004.
2. Compensation. GTECH hereby agrees to pay
Mr. Smith a prorated portion of his
bonus against his Target for FY04 in the
amount of two hundred sixty thousand,
eight hundred thirty-five dollars
($260,835.00). GTECH agrees to pay Mr. Smith
all accrued salary and vacation through the
date of this Agreement. In addition,
GTECH agrees to make a one-time lump-sum
payment in the amount of eighteen
thousand dollars ($18,000.00) related to
Mr. Smith's temporary residence in
Rhode Island. GTECH agrees to lift all
transfer restrictions on all vested stock
acquired by Mr. Smith through the Bonus
Program and the Employee Stock Purchase
Plan. Mr. Smith and GTECH acknowledge that
Mr. Smith retains all vested
restricted stock and forfeits all unvested
stock pursuant to all applicable
stock option plans and agreements. Mr.
Smith and GTECH also acknowledge that Mr.
Smith retains the right to exercise
twenty-five thousand (25,000) vested stock
options issued to him under the 2000
Omnibus Plan pursuant to the terms of that
plan and the applicable stock option
agreement and that all other stock options
are forfeited pursuant to the terms of all
applicable stock option plans and
agreements. Mr. Smith and GTECH acknowledge
that Mr. Smith is not entitled to
any other compensation or benefits,
including without limitation any medical, or
other relocation benefits, except as set
forth in this paragraph as a result of
his resignation. For the avoidance of
doubt, Mr. Smith's eligibility for cash,
stock and benefits compensation is outlined
in Exhibit 1. In addition, a copy of
the paystub and check issued to Mr. Smith
is attached hereto as Exhibit 2.
3. Mutual Releases.
(a) Mr. Smith hereby releases and forever discharges GTECH, its
present
and former directors, officers, employees,
agents, subsidiaries, shareholders,
successors and assigns from any and all
liabilities, causes of action, debts,
claims and demands (including without
limitation claims and demands for monetary
payment) both in law and equity, known or
unknown, fixed or contingent, which he
may have or claim to have based upon or in
any way related to his employment (as
an officer, director or employee of GTECH
or any of its subsidiaries or
affiliates), rights or entitlements related
thereto or the termination of such
employment by GTECH, and hereby covenants
not to file a lawsuit or charge to
assert such claims. This
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includes but is not limited to claims of
breach of contract and wrongful
termination and any other federal, state or
local laws prohibiting employment
discrimination or claims growing out of any
legal restrictions on GTECH's right
to terminate its employees.
(b) GTECH hereby releases and forever discharges Mr. Smith from any
and
all liabilities, causes of action, debts,
claims and demands (including without
limitation claims and demands for monetary
payment) both in law and equity,
known or unknown, fixed or contingent,
which it may have or claim to have based
upon or in any way related to Mr. Smith's
employment (as an officer, director or
employee of GTECH or any of its
subsidiaries or affiliates), rights or
entitlements related thereto or the
termination of such employment by GTECH, and
hereby covenants not to file a lawsuit or
charge to assert such claims.
4. Obligations.
(a) Confidential Information. Executive shall not knowingly use for
his
own benefit or disclose or reveal to any
unauthorized person, at any time, any
trade secret or other confidential
information relating to the Company,
including any customer lists, customer
needs, price and performance information,
processes, specifications, hardware,
software, firmware, programs, devices,
supply sources and characteristics,
business opportunities, marketing,
promotional, pricing and financing
techniques, and other information relating to
the business of the Company; provided that
such restriction on confidential
information shall not apply to information
which is (i) proven to be generally
available in the industry, (ii) disclosed
in published literature or (iii)
obtained by Executive from a third party
without binder of secrecy. Executive
agrees that, except as otherwise agreed by
the Company, he will return to the
Company, promptly upon request of the Board
or any executive officer designated
by the Board, any physical embodiment of
such confidential information. In the
event Executive is requested by any legal
process to disclose confidential
information, Executive shall immediately
inform the Company and shall permit the
Company an opportunity to oppose such
process, it being understood that
Executive's compliance with legal process,
after the Company's reasonable
opportunity to oppose such process, does
not constitute a violation of this
covenant.
(b) Proprietary Creations. All rights, title and interest in and to
any
ideas, inventions, technology, processes,
know-how, works, hardware, software,
firmware, programs, devices, trade secrets,
trade names, trademarks or service
marks, which Executive may have conceived,
created, organized, prepared or
produced during the period of his
employment with the Company and which relate
to the business of the Company, and all
rights, title and interest in and to any
patents, patent applications, copyright
registrations and copyright applications
resulting the
