Exhibit 10.45
October 6, 2008
Ira H. Raphaelson
Vice President, General Counsel &
Secretary
Scientific Games Corporation
750 Lexington Avenue
New York, New York
Dear Ira:
This will confirm our understanding regarding
certain amendments to the Employment and Severance Benefits
Agreement, dated December 15, 2005 (effective as of
February 1, 2006), between you and Scientific Games
Corporation (the “Company”), as amended by the Letter
Agreement, dated as of August 2, 2006, by and between you and
the Company (as amended hereby, the “Agreement”).
Except as expressly set forth herein, the terms of the Agreement
shall remain in full force and effect and are hereby ratified and
confirmed in all respects. Capitalized terms used herein but
not defined herein shall have the meanings ascribed to them in the
Agreement (except as otherwise modified hereby).
Term .
The “Term” set forth in Section 1 of the
Agreement shall be extended to February 1, 2012 (as may be
extended in accordance with Section 1 of the Agreement and
subject to earlier termination in accordance with the
Agreement).
Base Salary . Effective February 1, 2009, your
“Base Salary” shall be six hundred nineteen thousand
five hundred US dollars (US$619,500) per year, subject to increases
thereof as may be determined from time to time in the sole
discretion of the Compensation Committee of the Company.
Termination in connection with Change in
Control. In the event
your employment is terminated by the Company without Cause or by
you for Good Reason herein and such termination occurs upon or
within one year immediately following a “Change in
Control” (as defined below), you shall be entitled to
(without duplication):
(1)
the Accrued Obligations (as defined
in Section 5(b) of the Agreement);
(2)
an amount equal to two times the sum
of (a) your annual Base Salary and (b) an amount equal to
the highest Annual Bonus paid to you in respect of the two most
recent fiscal years of the Company but not more than your Target
Bonus for the then-current fiscal year, payable in a lump sum in
accordance with the provisions set forth under the caption
“Timing of Certain Payments” below;
(3)
except to the extent otherwise
provided at the time of grant under the terms of any equity award
made to you, all stock options, deferred stock, restricted stock
and other equity-based awards held by you at termination will
become fully
1
vested and non-forfeitable, and, in
all other respects, all such options and other awards shall be
governed by the plans and programs and the agreements and other
documents pursuant to which the awards were granted;
(4)
no later than March 15
following the end of the fiscal year in which such termination
occurs, in lieu of the Annual Bonus for the year in which such
termination occurs, the pro rata portion of any Annual Bonus which
would have been payable to you had you remained in employment with
the Company during the entire year in which such termination
occurred (such pro rata calculation to be determined by multiplying
a fraction, the numerator of which is the number of whole months in
such year prior to such termination and the denominator of which is
12, times the Annual Bonus which would have been payable to you had
you remained employed with the Company);
(5)
if you elect to continue medical
coverage under the Company’s group health plan in accordance
with COBRA, the Company shall pay the monthly premiums for such
coverage for a period of twelve (12) months.
Notwithstanding
the foregoing, payments pursuant to this Section shall be
reduced by the amount necessary, if any, to ensure that the
aggregate compensation to be received by you in connection with
such “Change in Control” does not constitute a
“parachute payment,” as such term is defined in 26
U.S.C. § 280G.
For purposes of this Agreement, a “Change
in Control” shall be deemed to have occurred if: (i) any
“person” as defined in Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and as used in sections 13(d) and
14(d) thereof, including a “group&rdq
