Employment and Severance Benefits Agreement - Scientific Games Inc.
EMPLOYMENT AND SEVERANCE BENEFITS AGREEMENT
This Agreement is made and entered into as of ___ day of _____________,
2000, by and between SCIENTIFIC GAMES INC., a Delaware corporation (hereinafter
called the "Company"), and ____________________________ (hereinafter called
"Executive").
W I T N E S S E T H:
WHEREAS, contemporaneously with the effectiveness of this Agreement, the
Company will have been acquired (the "Acquisition") by a wholly-owned indirect
subsidiary of Autotote Corporation ("Autotote"); and
WHEREAS, the Company desires to retain, and Autotote, in connection with
the Acquisition, desires the Company to retain the services of the Executive,
and the Executive desires to provide such services to the Company;
NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. EMPLOYMENT; TERM. The Company employs Executive and Executive accepts
employment with the Company in the position of ______ for the Company and its
subsidiaries upon the terms and conditions hereinafter set forth. The term of
Executive's employment is subject to termination by the Company at any time
without cause upon sixty (60) days' written notice, subject to Executive's right
to receive the applicable severance benefits described herein. Except as
otherwise provided herein (including Section 8 hereof), Executive may terminate
his employment with the Company upon sixty (60) days' prior written notice or
such shorter period as the Company may allow. Except as otherwise provided
herein, no severance benefits shall be due in the event of Executive's voluntary
termination of employment hereunder. The term of this Agreement shall be for
three (3) years from the date first written above; provided, however, that the
term of this Agreement shall automatically extend for an additional year on each
anniversary date of this Agreement unless the Company or Executive shall give
notice to the other party of their decision not to extend the term of this
Agreement by giving at least thirty (30) days' written notice prior to such
anniversary, in which event this Agreement shall have a remaining term equal to
the longer of two hundred seventy (270) days or the then remaining term of this
Agreement.
2. DUTIES. During the term of his employment under this Agreement, the
Executive will serve as _____________________ of the Company, and as an officer
of such subsidiaries and affiliates of the Company as the Board of Directors of
the Company (the "Board") shall determine. In such capacities, the Executive
shall perform such duties and shall have such responsibilities as are normally
associated with such positions and as otherwise may be assigned to the Executive
from time to time by or upon the authority of the Board. Subject to Section
8(a), Executive's functions, duties and responsibilities are subject to
reasonable changes as the Company may in good faith determine. The Executive
hereby agrees to accept such employment
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and to serve the Company to the best of his ability in such capacities, devoting
substantially all of his business time to such employment.
3. COMPENSATION.
(a) As compensation to the Executive for performance of the services
required hereunder and as consideration for his execution and delivery of
this Agreement, the Company shall pay or provide, as applicable, to him or
cause Autotote to pay or provide, as applicable, to him, and the Executive
agrees to accept, the following salary and other compensation and
benefits:
(i) an initial base salary, payable in equal installments not
less frequently than monthly, at the rate of $___________ per annum
(such annual salary, as adjusted pursuant to Section 3(b) is
hereinafter referred to as "Base Salary");
(ii) an annual cash bonus in an amount commensurate with, and
based upon substantially the same criteria as, annual cash bonuses
awarded to the Executive Officers of Autotote ("Executive Officer"
as used herein has the meaning ascribed to such term in Section 3b-7
of the Exchange Act);
(iii) an annual grant of stock options entitling the Executive
to purchase shares of Autotote common stock commensurate with, and
awarded on the basis of substantially the same criteria as, options
grants awarded to Executive Officers of Autotote; and
(iv) such other and additional benefits as may from time to
time be determined by the Board to be applicable to the Executive,
which shall be commensurate with benefits accorded other executives
of the Company and Autotote by virtue of their executive positions
or salary level. For purposes of determining the Executive's
entitlement to such other and additional benefits, the Company shall
consider the length of time the Executive has been employed by the
Company.
(b) The Executive's Base Salary shall be increased each year by an
amount equal to percentage increases in base salary generally provided to
the Executive Officers of Autotote.
(c) The Executive shall be offered and shall be permitted to
participate in disability, medical, hospitalization, health, life and
accident insurance plans upon terms and conditions and at coverage levels
substantially equivalent, taken as a whole, to those currently available
to the Executive through the Company.
(d) The Executive shall be entitled during the term of his
employment under this Agreement and thereafter to participate in any
retirement, savings or other plans of
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Autotote as and to the same extent as is generally available to the
Executive Officers or other employees of Autotote.
(e) The Executive shall be entitled to a transportation allowance.
The Company shall furnish a transportation allowance of [$8,000 for
non-senior members of the executive team] and [$16,000 for senior members
of the executive team] per year for the benefit of Executive. Such
transportation allowance shall include the cost of providing the motor
vehicle, gas, maintenance and repairs thereon and insurance therefor
(which may be the allocable cost of group insurance for the Company's
owned motor vehicles). The Executive's annual transportation allowance
shall be increased each year by an amount equal to the product of the
previous year's transportation allowance and a fraction, the numerator of
which shall be the excess of the Index for December of such first
mentioned year over the Index for December of the immediately preceding
year and the denominator of which shall be the Index for December of the
year immediately preceding, the date of this Agreement. "Index" shall mean
the consumer price index for all urban consumers, all item as published by
the Bureau of Labor Statistics of the United States Department of Labor.
The transportation allowance shall be utilized by the Company to purchase
or lease a motor vehicle selected by Executive and suitable for
Executive's position. The Company also shall pay on behalf of Executive or
reimburse Executive in the form of an additional transportation allowance
for all parking expenses and for any other motor vehicle related expenses
incurred by Executive for which the Company generally pays or reimburses
pays or reimburses its senior executives, as of the date of this
Agreement.
4. INDEMNITY, PROFESSIONAL AND OFFICERS LIABILITY INSURANCE.
(a) Indemnity. The Company agrees to indemnify and save harmless
Executive from all liability and costs incurred (including reasonable
attorney's fees and disbursements) as a consequence of claims by third
parties, whether or not derivatively on behalf of the Company resulting
from or growing out of Executive's status as or as a result of his having
been an officer or director of (or counsel to) the Company or any
affiliate thereof, to the full extent permitted by law. In no event shall
the terms, provisions and conditions of the indemnity provided for
hereunder be less than the same as those presently provided for under the
Articles of Incorporation and By-Laws of the Company. Said terms,
provisions and conditions of indemnity shall remain an independent,
contractual obligation of the Company to Executive from and after the date
hereof regardless of how the Company might hereafter amend or change its
Articles of Incorporation or By-Laws to provide for different terms,
conditions and provisions of indemnity for other officers and directors of
the Company. In the event the Company should amend its articles of
Incorporation or Bylaws to provide for different terms, conditions and
provisions of indemnity after the effective date hereof, Executive shall
be notified in writing of the change. Executive shall thereafter have
thirty (30) days to elect in writing to accept the changed conditions of
indemnity as a modification to the Company's contractual obligation
hereunder or to continue under the terms of indemnity as provided for
herein. The Company's agreement to provide indemnity hereunder shall
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survive the termination of this contract regardless of the cause of
termination. The Company shall advance promptly as incurred reasonable
fees and disbursements of counsel for Executive in defending Executive
against any claims for which the Company would be so required to indemnify
Executive provided (i) Executive shall otherwise comply with such
mandatory requirements of Delaware law as may be required for such
indemnification and (ii) Executive shall cause his counsel to cooperate
fully in good faith with such requests as the Company or its counsel may
reasonably make in order to endeavor to keep such legal fees at a minimum
level consistent with an adequate defense of Executive.
(b) Officers and Directors' Liability Insurance. The Company agrees
to provide, at no expense to the Executive, insurance insuring Executive
in his capacity as an officer and/or director of the Company and its
affiliates (including Autotote) in such form and amount substantially
equal to that presently maintained by the Company for or covering its
executive officers and directors or in such other form and amount as
Executive and Company may, from time to time, in good faith agree are
reasonable and appropriate for executive officers and directors of
corporations substantially similar in size to the Company or Autotote.
5. TERMINATION OF EMPLOYMENT BY COMPANY FOR CAUSE. The Company may
terminate Executive's employment at any time for "Just and Substantial Cause"
but only after written Notice of Termination (as defined below) as approved by
the Chief Executive Officer of the Company and the Chief Executive Officer of
Autotote specifying the cause of such action shall be rendered to Executive.
"Just and Substantial Cause" shall mean: conviction of a felony; commission of
an act or acts of dishonesty on the part of Executive when such acts are
intended to result, directly or indirectly, in substantial wrongful gain or
substantial wrongful personal enrichment of Executive at the expense of the
Company; or the engaging by Executive in willful misconduct materially injurious
to the Company with respect to which (x) Executive knew or reasonably should
have known that such conduct would result in material financial injury to the
Company, (y) such conduct actually results in material financial injury to the
Company, and (z) such damage is not cured (if the same is reasonably susceptible
to cure) within a reasonable time following receipt by Executive of written
notice thereof from the Company referring to this Agreement. Notwithstanding the
foregoing, Executive shall not be deemed to have been terminated for Just and
Substantial Cause unless and until there shall have been delivered to Executive
written notice (a) setting forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive's
employment (the "Statement of Just and Substantial Cause"), and (b) stating that
as a result, Executive is being terminated for Just and Substantial Cause and
the specific termination provision in this Agreement being relied upon
(collectively with the Statement of Just and Substantial Cause, a "Notice of
Termination"). For purposes of this Agreement, no such purported termination
shall be effective without Notice of Termination. In the event Executive shall
be terminated for Just and Substantial Cause, Executive shall be entitled to all
salary actually earned prior to termination, all stock options vested prior to
or vesting upon termination, all bonuses vested prior to or vesting upon
termination, and all restricted shares vested prior to or vesting upon
termination. No severance pay would be owing in the event of termination
pursuant to this Section 5 for Just and Substantial Cause.
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6. TERMINATION OF EMPLOYMENT IN THE EVENT OF EXECUTIVE'S DISABILITY.
Executive and the Company agree that Executive may not reasonably be expected to
be able to perform his duties and the essential functions of his office if
Executive shall have been permanently disabled (as defined below) or absent from
his duties with the Company, or not otherwise be performing the duties of his
office due to physical or mental illness, in each case, on a full-time basis for
one hundred eighty (180) business days in the time periods specified below.
Accordingly, if, in the reasonable, good faith opinion of the Board, as a result
of Executive's incapacity due to physical or mental illness, (i) Executive shall
have been permanently disabled, within the meaning of the disability policy then
maintained for the benefit of employees of the Company (and the insurance
company shall not have disputed such determination), or (ii) if no such
disability policy shall be in force and effect covering Executive, Executive
shall have been absent from his duties with the Company on a full time basis for
one hundred eighty (180) consecutive business days or for shorter periods
aggregating one hundred eighty (180) business days during any 52-week period,
and within thirty (30) days after written notice of intent to terminate is given
by the Company, Executive shall not have returned to the full time performance
of his duties, Executive's employment shall be terminated for "Disability", in
which event Executive shall not be entitled to receive severance benefits under
this Agreement and Executive shall be compensated pursuant to the provisions of
this Section 6 as follows: Executive's Base Salary shall continue at the level
as provided in Section 3(a) for a period of twelve (12) months from the date of
the Notice of Termination. All disability, life and medical insurance provided
by the Company prior to termination shall continue for a period of twelve (12)
months after such termination. In such event, Executive shall be entitled to all
stock options vested prior to or vesting upon termination, all bonuses vested
prior to or vesting upon termination, together with that portion of any bonus
(whether or not vested) for the then-current fiscal year prorated to date of
termination (based upon performance against target through the applicable
measurement date), all restricted stock vested prior to or vesting upon
termination and all other benefits vested prior to or vesting upon termination.
Payments of Base Salary under this Section 6 shall be reduced by any disability
payments provided Executive as a result of any Company-sponsored disability plan
providing benefits to Executive, if the payments to Executive hereunder and
thereunder would exceed one hundred percent (100%) of Executive's Base Salary.
Executive's employment shall not be terminable under this Section 6 if Executive
is absent from his duties upon a bona fide leave of absence granted by the
Company other than pursuant to physical or mental illness.
7. TERMINATION OF EMPLOYMENT IN THE EVENT OF DEATH DURING EMPLOYMENT. If
Executive dies during the term of this Agreement, the Company shall pay to the
last beneficiary designated by the Executive by written notice to the Company
or, failing such designation, to Executive's estate, compensation which would
otherwise be payable to Executive pursuant to this Agreement up to end of the
month in which his death occurs, plus a lump sum death benefit equal to six (6)
months of Executive's Base Salary. The compensation payable under this Section 7
shall include all stock options vested prior to or vesting upon termination, all
unpaid bonuses which are vested prior to or vesting upon termination, all
restricted stock and all other benefits vested prior to or vesting upon
termination, including, in each case, all benefits which vest by their terms
upon Executive's death. In the event there are any bonuses with respect to a
calendar year which has not ended prior to Executive's death, such bonuses
(whether or not
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vested) shall be paid on a pro rata basis based upon performance against target
through the period to the date of death.
The Executive shall have the right to name, from time to time, any one
person as beneficiary hereunder or, with the consent of the Board, he may make
other forms of designation of beneficiary or beneficiaries. The Executive's
designated beneficiary or personal representative, as the case may be, shall
accept the payments provided for in this Section 7 in full discharge and release
of the Company of and from any further obligations under this Agreement (other
than to pay compensation or benefits which accrued prior to the date of such
termination).
8. TERMINATION OF EMPLOYMENT WITHOUT CAUSE OR IN CONNECTION WITH
CONSTRUCTIVE TERMINATION.
(a) Should the Company (i) change the location of Executive's office
or of the Company's principal executive offices from the existing location
in Alpharetta, Georgia to a place not within forty (40) miles of the
existing location in Alpharetta, Georgia, or change the location of
Executive's office to a location other than the location of the Company's
principal executive office, (ii) fail to appoint or reappoint Executive to
the office and position Executive holds by virtue of this Agreement or
such other position held immediately prior to any Notice of Termination
(or to a higher or equivalent office and position to which Executive
agrees in writing, such agreement not to be unreasonably withheld)
(provided, a notice not to extend under Section 1 hereof shall not be
deemed such a failure), (iii) make any reduction in Executive's salary,
(iv) adversely change the methodology pursuant to which Executive's bonus
is determined or make any other material adverse change in any of
Executive's employee benefits (other than any such benefit which is
immaterial or inconsequential or any change which is required by law), (v)
make such change or changes as would, taken as a whole, result in a
material diminution in the functions, duties and responsibilities of
Executive's position in the Company as of the date hereof or materially
reduce the seniority of the person or persons within the Company to whom
Executive reports as of the date hereof (recognizing, however, that no
such changes shall be deemed to have occurred solely as a result of the
change in the status of the Company to that of a wholly-owned subsidiary
of Autotote by virtue of the Merger, including, without limitation, the
reconstitution of the Board in a customary or appropriate manner for a
subsidiary corporation or the elimination or diminution of those
functions, duties or responsibilities associated with various positions at
a public company or at a parent company in a consolidated group of
companies); (vi) fail to obtain the express written assumption of this
Agreement by any successor of the Company or any assignee of all or
substantially all of its assets at or prior to such succession or
assignment (such succession or assignment not relieving the Company or
Autotote of any liability hereunder), (vii) breach this Agreement in any
material respect which is not cured within fifteen (15) days after written
notice from Executive to the Company, Executive shall be entitled to
terminate his employment, effective immediately, and receive severance
benefits under this Agreement as set forth in the remainder of this
Section 8 upon the giving of written notice of termination from Executive
to the Company (unless in any case referred to in the preceding clauses
(i) through (vii), the Company shall at such time have grounds
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to terminate Executive for Just and Substantial Cause and shall have
delivered to Executive a copy of the Statement of Just and Substantial
Cause contemplated by Section 5 hereof, except that such written notice is
not accompanied by a Notice of Termination.)
(b) The Company shall pay to Executive as severance benefits under
this Section 8:
(i) a lump sum on the thirtieth (30th) day following the Date
of Termination, in an amount equal to the sum of (a) Executive's
full Base Salary through the Date of Termination to the extent such
Base Salary has not previously been paid through such date, at the
rate in effect at the time written notice of termination is given
and (b) any bonus or awards theretofore made to Executive which have
not yet been paid to Executive.
(ii) no later than ninety (90) days following the end of the
fiscal year in which the Date of Termination occurs, that pro rata
portion of any bonus or award which would have been payable to
Executive had Executive remained in employment with the Company
during the entire year in which the Date of Termination occurred
(Pro rata calculations under Section 6, Section 7 and Section 8 of
this Agreement shall be determined by multiplying a fraction, the
numerator of which is the number of whole months in such year prior
to the Date of Termination and the denominator of which is twelve,
times the bonus or award which would have been payable to Executive
had the performance of the Company for the entire year continued on
a basis annualized from the period of months during such year ended
on the last day of the month preceding the Date of Termination); and
(iii) if such termination without cause or constructive
termination occurs after the date of this Agreement, but on or
before the date of the first (1st) anniversary thereof, a sum each
month for a period of three (3) years after the Date of Termination,
equal to one twelfth of the highest annual rate of Base Salary plus
bonus paid to Executive during the twenty-four (24) month period
immediately preceding the Date of Termination.
(iv) if such termination without cause or constructive
termination occurs after the date of the first (1st) anniversary of
this Agreement but on or before the date of the second (2nd)
anniversary thereof, a sum each month for a period of two (2) years
after the Date of Termination, equal to one twelfth of the highest
annual rate of Base Salary plus bonus paid to Executive during the
twenty-four (24) month period immediately preceding the Date of
Termination.
(v) if such termination without cause or constructive
termination occurs after the date of the second (2nd) anniversary of
the date of this Agreement, a sum each month for a period of one (1)
year after the Date of Termination, equal to one twelfth of the
highest annual rate of Base Salary plus
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bonus paid to Executive during the twenty-four (24) month period
immediately preceding the Date of Termination.
(c) As a further severance benefit, the Company, at its expense,
shall maintain in full force and effect, for Executive's continued benefit
until the earliest of (i) during the applicable period in which severance
is being paid under Section 8(b)(iii) (the "Severance Payment Period"),
(ii) eighteen months after Executive's Date of Termination if at such time
Executive is uninsurable under the Company's life, accident, medical and
dental insurance plans, or (iii) the date Executive becomes entitled to
participate in similar plans, programs or arrangements provided by
Executive's subsequent employer: all life, accident, medical and dental
insurance benefit plans and programs or arrangements in which Executive
was entitled to participate immediately prior to the Date of Termination
provided that Executive's continued participation is possible under the
general terms and provisions of such plans and programs. In the event that
Executive's participation in such plan or program is legally or
contractually barred, the Company shall arrange to provide Executive for a
period of not less than the Severance Period (eighteen (18) months if the
reason Executive's participation is barred is that Executive is
uninsurable) following Executive's Date of Termination, with benefits
substantially similar to those which Executive would have been entitled to
receive under such plans and programs or, if the Company is barred from
doing so, it will pay to Executive in a lump sum an amount of cash equal
on an after-tax basis to the cost to Executive of obtaining the benefits
to be provided to Executive under this Section 8(c) (but which the Company
is unable to provide or cause to be provided) for the period specified.
The cost of such benefits shall be based on the cost to Executive of
obtaining such benefits from one or more fiscally sound providers whose
reputation and stature are substantially similar to the Company's
applicable benefit providers immediately prior to Executive's Date of
Termination. At the end of the period of coverage, Executive shall have
the option to have assigned to Executive at no cost to Executive and with
no apportionment of prepaid premiums (but without the necessity of the
incurrence by the Company of any additional out-of-pocket transfer cost
which Executive declines to reimburse), any assignable insurance policy
owned by the Company and relating specifically to Executive.
(d) As a severance benefit, if at any time it is required that
Executive must include a portion or all of the severance benefits provided
pursuant to this Section 8 in Executive's gross income for federal income
tax purposes prior to the time Executive receives payment of such
benefits, then the Company agrees to pay Executive, as soon as
administratively feasible, an amount of cash sufficient to enable
Executive to pay the full federal and state tax liability attributable to
the inclusion of the severance benefits, or a portion thereof, in
Executive's gross income. Any cash so paid to Executive shall directly
reduce the amount of future installments, pro rata, of severance benefits
payable to Executive as provided hereunder.
(e) As a further benefit, the Company, at its expense, shall cause
to be vested in Executive, free and clear title to the motor vehicle then
being furnished to Executive by the Company at or prior to Executive's
Date of Termination.
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9. LEGAL FEES, MITIGATION OF DAMAGES. The Company shall reimburse such
costs, legal fees and expenses as may be reasonably incurred by Executive in
contesting or disputing any such termination, or in seeking to obtain or enforce
any right or benefit provided by this Agreement if Executive is successful in
any material respect in connection with enforcing any of Executive's rights or
the Company's obligations under this Agreement in such dispute. Executive shall
not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise, nor shall the amount of any
payment provided for in this Agreement be reduced by any compensation earned by
Executive as the result of employment by another employer after the Date of
Termination, or otherwise. The Company and its subsidiaries and affiliates shall
have no right to set off payments owed to Executive under this Agreement against
amounts owed or claimed to be owed by the Executive to any of such persons under
this Agreement or otherwise.
10. SUCCESSORS; BINDING AGREEMENT.
(a) The Company will require any successor (whether direct or
indirect, by purchaser, merger, consolidation or otherwise) to the
business and/or assets of the Company to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken
place. Failure of the Company to obtain such agreement shall constitute a
material breach of this Agreement and shall entitle Executive to
compensation from the Company in the same amount and on the same terms as
Executive would be entitled hereunder if such succession had not occurred,
except that for purposes of implementing the foregoing, the date of which
any such succession becomes effective shall be deemed the Date of
Termination, As used in this Agreement, "Company" shall mean the Company
as hereinbefore defined and any successor to its business and/or assets as
aforesaid which executes and delivers the agreement provided for in this
Section 10 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.
(b) This Agreement shall inure to the benefit of and be enforceable
by Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive should die while any amounts are still payable to Executive
hereunder, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to Executive's
devisee, legatee, or other designee of, if there be no such designee, to
Executive's estate.
11. NOTICE. All notices and other communications to be given or to
otherwise be made to any party to this Agreement shall be deemed to be
sufficient if contained in a written instrument delivered in person or duly sent
by certified mail or by a recognized national courier service, postage or
charges prepaid, (a) to the Company at 1500 Bluegrass Lakes Parkway, Alpharetta,
Georgia 30004, (b) to the Executive, at the address set forth on the last page
of this Agreement, or (c) to such other replacement address as may be designated
in writing by the addressee to the addressor.
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12. MISCELLANEOUS. To the extent that any applicable state or federal law,
rule or regulation confers upon Executive any greater benefit or right than that
set forth in this Agreement, such law, rule or regulation shall control in lieu
of the provisions hereof relating to such benefit or right.
13. VALIDITY; SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not effect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect. If any provision of this Agreement is held to be illegal, invalid, or
unenforceable under present or future laws effective, such provision shall be
fully severable and this Agreement shall be construed and enforced as if such
illegal, invalid, or unenforceable provision had never comprised a part hereof;
and the remaining provisions hereof shall remain in full force and effect and
shall not be affected by the illegal, invalid, or unenforceable provision or by
its severance herefrom. Furthermore, in lieu of such illegal, invalid, or
unenforceable provision, there shall be added automatically as a part of this
Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and still be legal, valid or
enforceable. It is acknowledged that any payment which may be made by the
Company to Executive under this Agreement is in the nature of employment and/or
severance and not a penalty payment. Should the obligation to make any payment
hereunder be held to be void or voidable as a penalty by a final non-appealable
judgment, this Agreement shall be deemed to provide an obligation on the part of
the Executive to render such consulting services as the Company may reasonably
request during the period of and in exchange for such payments as would
otherwise have been made by the Company as severance benefits and the parties
agree such payments shall constitute reasonable compensation for the value of
Executive's services during such period.
14. CONFIDENTIALITY. During the term of his employment under this
Agreement, and thereafter during the Severance Payment Period (but in no event
longer than two (2) years after the term of this Agreement), the Executive will
not use or disclose, furnish or make accessible to anyone any Confidential
Information (as such term is hereinafter defined):
(a) as used in this Agreement, the term "Confidential Information"
shall mean trade secrets, confidential or proprietary information, and all
other knowledge, know-how, information, documents or materials, owned,
developed or possessed by Company, whether in tangible or intangible form,
pertaining to the business of the Company, the confidentiality of which
the Company takes reasonable measures to protect, including, but not
limited to, the Company's research and development operations, products
(including prices, costs, sales or content), processes, techniques,
machinery, contracts, financial information or measures, business methods,
future business plans, data bases, computer programs, designs, models,
operating procedures, knowledge of the organization, and other information
owned, developed or possessed by the Company; provided, however, that
Confidential Information shall not include information that is or shall
become generally known to the public or the trade without violation of
this Section 14.
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(b) Notwithstanding anything to the contrary contained in this
Section 14, in the event that the Executive is required to disclose any
Confidential Information by court order or decree or in compliance with
the rules and regulations of a governmental agency or in compliance with
law, the Executive will provide the Company with prompt notice of such
required disclosure so that the Company may seek an appropriate protective
order and/or waive the Executive's compliance with the provisions of this
Section 14. If, in the absence of a protective order or the receipt of a
waiver hereunder, the Executive is advised by his counsel that such
disclosure is necessary to comply with such court order, decree, rule,
regulation or law, he may disclose such information without liability
hereunder.
15. DEDUCTIONS AND WITHHOLDING. The Executive agrees that the Company
and/or its subsidiaries or affiliated companies shall withhold from any and all
compensation required to be paid to the Executive pursuant to this Agreement all
Federal, state, local and/or other taxes which the Company determines are
required to be withheld in accordance with applicable statutes and/or
regulations from time to time in effect.
16. ENTIRE AGREEMENT; GOVERNING LAW; AMENDMENT; WAIVER. This Agreement
sets forth the entire understanding of the parties and supersedes all prior
agreements or understandings, whether written or oral, with respect to the
subject matter hereof, including any prior severance benefit agreement. No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement. The validity, interpretation
construction and performance of this Agreement shall be governed by the laws of
the State of Georgia without giving effect to the conflict of laws principals
thereof, and any applicable federal laws of the United States of America. No
terms, conditions, warranties, other than those contained herein, and no
amendments or modifications hereto shall be binding unless made in writing and
signed by the parties hereto. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by Executive and the Chief Executive Officer of the Company or
such employee of the Company as may be specifically designated by the Board of
Directors of the Company. No waiver by either party hereto at any time of any
breach by the other part hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.
17. BINDING EFFECT. This Agreement shall extend to and be binding upon and
inure to the benefit of the parties hereto, their respective successors and
assigns; provided, however, that neither party shall have the right to assign,
transfer or convey this Agreement.
18. TITLES. Titles of the headings herein are used solely for convenience
and shall not be used for interpretation or construing any work, section clause,
paragraph, or provision of this Agreement.
19. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and by different parties hereto in separate counterparts, each of
which shall be
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deemed to be an original and all of which taken together shall constitute one
and the same Agreement. Delivery of an executed counterpart of a signature page
to this Agreement by telecopier shall be effective as delivery of a manually
executed counterpart of this Agreement.
20. ENFORCEMENT. The provisions of this Agreement may be enforced by all
legal and equitable remedies available to the parties including specific
performance and injunction. Nothing herein shall be construed as prohibiting
either party from pursuing any other remedies available to it, including
recovery of damages.
21. CONSTRUCTION. Each of the parties has agreed to the use of the
particular language of the provisions of this Agreement and all attached
exhibits, and any questions of doubtful interpretation shall not be resolved
solely by any rule or interpretation against the draftsman but rather in
accordance with the fair meaning thereof.
***** SIGNATURES BEGIN ON FOLLOWING PAGE *****
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first written above.
SCIENTIFIC GAMES INC.
By: ______________________________________
Its: President and Chief Executive Officer
ATTEST:
By:_______________________________________
Its: _____________________________________
EXECUTIVE
__________________________________________
__________________________________________
(PRINT NAME)
__________________________________________
(ADDRESS FOR NOTICE)
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