EXHIBIT
10.3
SEVERANCE AND GENERAL RELEASE
AGREEMENT
(“AGREEMENT”)
For good and valuable consideration,
receipt of which is hereby acknowledged, and in order to resolve
and settle finally, fully and completely all matters or disputes
that now or may exist between them, as set forth below, the parties
agree as follows:
1.
Parties.
The parties to this Agreement are Stephen
W. Morro, his heirs, representatives, successors and assigns
(hereinafter referred to collectively as “ Executive
”), and International Game Technology, a Nevada corporation
(hereinafter referred to as the “ Company
”).
2.
Termination Of Employment.
The parties agree that
Executive will resign his employment with the Company effective
January 6, 2009 (the “ Termination Date ”).
All salary and insurance benefits shall remain in effect
through such date.
3.
Severance Package.
The Company will provide Executive with
the following severance package (the “ Severance
Package ”):
a.
Severance Pay . The Company will pay to Executive on the
Termination Date a lump-sum amount equal to $600,000, less
applicable withholding taxes and other customary payroll
deductions.
b.
Insurance Benefits.
For 18 months after the Termination
Date Executive will be covered by COBRA, and the Company will pay
all costs associated with such coverage. Thereafter,
Executive will be covered at the expense of Executive by the
Company’s medical benefits plan as in effect from time to
time. If the terms of the Company’s medical benefits
plan preclude Executive’s participation, Executive will
cooperate with the Company and the Company may, in its sole
discretion, use its best efforts to obtain alternative and
comparable coverage for Executive and Executive shall be
responsible for paying the full premiums for such coverage.
In either case, the provisions of this Section 3b will terminate in the event
Executive is covered by any medical benefits plan of another employer.
c.
Stock Options/RSA Vesting.
All unvested stock options and
restricted stock grants awarded to Executive on or before the
Termination Date shall cease to vest on the
Termination Date. Following the Termination Date, all terms
and conditions of all agreements between the Company and Executive
applicable to Executive’s vested stock options and restricted
stock grants shall remain in full force and effect.
d.
Non-Competition.
All restrictive covenant provisions
which (i) are contained in any agreements
between the Executive and the Company prior to the Termination
Date, and (ii) restrict Executive’s
ability to engage in competitive activities
against the Company or its affiliates ,
shall remain in full force and effect until one year following the
Termination Date .
e.
Bonus Payment. Executive acknowledges that he has received his
2008 bonus and cash share award payments under the terms of the
bonus and cash share plans.
4.
No Additional Compensation Owed.
The parties agree that,
except as expressly set forth in this Agreement, no further
compensation, including, but not limited to, salary, bonus,
benefits,
1
stock, stock options, cash sharing, or
other payments (collectively, “ Compensation ”)
shall be due from or paid by the Company to Executive.
Additionally, Executive hereby waives and relinquishes all
claims to further employment and Compensation from the Company,
except as specified in this Agreement.
5.
Release Of Claims.
In consideration of the Severance
Package, Executive and the Company release, discharge, and forever
hold the other and any of their parents, predecessors, heirs,
assigns, successors, subsidiaries, affiliates or related companies,
officers, directors, employees and/or representatives (hereinafter
referred to collectively as the “ Releasees ”)
harmless from any and all claims, demands or suits, whether civil
or criminal, at law or in equity, known or unknown, fixed or
contingent, liquidated or unliquidated, arising or existing on or
at any time prior to the execution of this Agreement (the ” Claims ”). The Claims
include, without limitation, Claims relating to or arising out of
(i) Executive’s employment with the Company, (ii)
Executive’s separation from employment with the Company, and
(iii) all Claims, known or unknown, that have been asserted, or
that could be asserted, by the other against any Releasee,
including but not limited to Title VII of the Civil Rights Act of
1964, as amended, the Age Discrimination in Employment Act, and the
Americans with Disabilities Act, in each case, as
amended.
6.
No Admission Of Liability.
This Agreement shall
not in any way be construed as an admission by the Company or any
Releasee of any acts of wrongdoing or violation of any statute,
law, or legal right.
7.
Return Of Property.
Executive shall immediately return all
equipment, manuals, property, and documents in his possession that
belong to, relate to, or refer to the Company or any of its affiliates ,
including all files, programs, and passwords stored electronically
or otherwise.
8.
Confidentiality.
Executive will keep the fact, terms, and
amount of this Agreement completely confidential and will not
disclose any information concerning this Agreement or the terms of
the underlying settlement unless lawfully compelled to do so.
Executive recognizes that this confidentiality provision is
material to the Company’s decision to enter into this
Agreement.
9.
No Disparagement.
The parties agree that they shall not
make any false or disparaging comments or statements regarding
each other. .
For purposes of this Agreement, a disparaging comment or
statement is one that tends to injure the reputation or standing of
the other with investors, potential investors, rating or regulatory
entities, or the general public, or which tends to adversely effect
the regard or esteem in which those persons or entities hold either
party.
10.
Proprietary Information
. At all times in the fu
