Exhibit 10.1

Amendment to Employment Agreement

This Amendment to Employment Agreement (this “ Amendment ”) is made as of December 2, 2010 between Scientific Games Corporation, a Delaware corporation (the “ Company ”), and A. Lorne Weil (“ Executive ”).

WHEREAS, Executive has been employed pursuant to an Employment Agreement effective as of January 1, 2006 between the parties hereto (the “ 2006 Agreement ”) as clarified by a letter agreement dated as of August 2, 2007 between the parties hereto regarding amounts payable under the Company’s Elective Deferred Compensation Plan (the “ EDCP Payment Letter ”) and as amended by the Amendment dated as of May 1, 2008 between the parties hereto (the “ May 2008 Amendment ”), the Amendment dated as of December 30, 2008 between the parties hereto (the “ December 2008 Amendment ”), and the Amendment dated as of May 29, 2009 between the parties hereto (the “ May 2009 Amendment ” and together with the 2006 Agreement, the EDCP Payment Letter, the May 2008 Amendment and the December 2008 Amendment, the “ Agreement ”);

WHEREAS, Executive had previously relinquished the position of Chief Executive Officer while continuing in the position of Chairman of the Board of Directors of the Company pursuant to the Agreement;

WHEREAS, in connection with certain management changes, the Company and Executive have agreed that Executive shall now resume the position of Chief Executive Officer and serve in that capacity, and, to the extent elected by the Board of Directors of the Company and until his successor has been duly elected and qualified (or until his earlier resignation or removal), serve as the Chairman of the Board of Directors of the Company, pursuant to the terms of the Agreement as amended by this Amendment;

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 agree as follows:

1.             Agreement Remains In Effect; Definitions.   Except as specifically provided herein, all terms of the Agreement shall remain in effect. References to “this Agreement,” “herein,” “hereof,” “hereby” and words of similar import in the 2006 Agreement shall refer to the 2006 Agreement as amended by this Amendment and the May 2009 Amendment, the December 2008 Amendment, the May 2008 Amendment, and the EDCP Payment Letter, all of which shall be read together as a single agreement. References in the Agreement to Sections, Subsections, paragraphs and clauses thereof shall refer to those Sections, Subsections, paragraphs and clauses as the same are amended by the terms of this Amendment.  As amended by this Amendment, the May 2009 Amendment, the December 2008 Amendment, the May 2008 Amendment and the EDCP Payment Letter, the 2006 Agreement is hereby ratified, confirmed and continued by the parties hereto. Capitalized terms that are used but not defined in this Amendment shall have the meanings given to them in the Agreement (as amended by this Amendment).

2.             Amendment to Section 2 of Agreement.   The second sentence of Section 2 of the Agreement is hereby amended by replacing “December 31, 2013” with “December 31, 2015” and the fourth sentence of Section 2 is hereby deleted in its entirety.

3.             Amendments to Section 3 of Agreement.  Section 3 of the Agreement is hereby amended and restated in its entirety to read as follows:

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“3.          Offices and Duties

a.                                        From and after November 29, 2010, during the Term, Executive will serve as Chief Executive Officer of the Company and as an officer or director of any subsidiary or affiliate of the Company if elected or appointed to any such position by the shareholders or by the board of directors of such subsidiary or affiliate, as the case may be.  To the extent, if any, that Executive may be elected by the Board of Directors of the Company (the “ Board ”) at any time or from time to time to serve as Chairman of the Board and until his successor has been duly elected and qualified (or until his earlier resignation or removal), Executive will serve in that capacity pursuant to this Agreement without additional compensation.

b.                                        In his capacity as Chief Executive Officer, Executive shall perform such duties and shall have such responsibilities as are normally associated with such positions and as otherwise may be assigned to Executive from time to time by the Board.

c.                                        Executive hereby agrees to accept such employment and to serve the Company to the best of his ability, devoting substantially all of his business time to such employment; provided , however , that Executive shall be entitled to (A) manage his personal investments and otherwise attend to personal affairs, including family financial and legal affairs, (B) serve on the boards of directors of not more than three (3) other companies (two of which may be Sportech plc and Avantair, Inc.) in addition to the Company and its subsidiaries and affiliates, each in a manner that does not conflict or unreasonably interfere with his responsibilities hereunder, and (C) in addition to the activities referred to in clauses (A) and (B) above, serve on other boards of directors and engage in other personal activities in compliance with Section 6 to the extent approved by the Board from time to time.”

4.             Amendments to Section 4 of Agreement.   Section 4 of the Agreement is hereby amended as follows:

(a)           The following sentence hereby amends and replaces the second-to-the-last sentence of Section 4(a) of the Agreement in its entirety:

“Notwithstanding the foregoing, (a) the Base Salary for the month of December 2010 shall be at the rate of one million five hundred thousand dollars ($1,500,000.00) per annum and the Base Salary for 2011 shall be one million five hundred thousand dollars ($1,500,000.00), (b) the Base Salary for 2012 shall be equal to the product of (I) one million five hundred thousand dollars ($1,500,000.00) multiplied by (II) the sum of 1 plus a fraction the numerator of which is the difference between the CPI for December 2011 and the CPI for December 2010 and the denominator of which is the CPI for December 2010 (provided, that if such fraction is zero or a negative number, the Base Salary for 2012 shall be the amount set forth in (I) of this clause (b)); (c) the Base Salary for 2013 shall be equal to the product of (I) one million five hundred thousand dollars ($1,500,000.00) multiplied by (II) the sum of 1 plus a fraction the numerator of which is the difference between the CPI for December 2012 and the CPI for December 2010 and the denominator of which is the CPI for December 2010 (provided, that if such fraction is zero or a negative number, the Base Salary for 2013 shall be the same as the Base Salary for 2012); (d) the Base Salary for 2014 shall be equal to the product of (I) one million five hundred thousand dollars ($1,500,000.00) multiplied by (II) the sum of 1 plus a fraction the numerator of which is the difference between the CPI for December 2013 and the CPI for December 2010 and the

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denominator of which is the CPI for December 2010 (provided, that if such fraction is zero or a negative number, the Base Salary for 2014 shall be the same as the Base Salary for 2013); (e) the Base Salary for 2015 shall be equal to the product of (I) one million five hundred thousand dollars ($1,500,000.00) multiplied by (II) the sum of 1 plus a fraction the numerator of which is the difference between the CPI for December 2014 and the CPI for December 2010 and the denominator of which is the CPI for December 2010 (provided, that if such fraction is zero or a negative number, the Base Salary for 2015 shall be the same as the Base Salary for 2014); and (f) if the Term is extended past December 31, 2015 pursuant to Section 2 hereof, the Base Salary for each such one-year extension term, unless otherwise agreed in writing by Executive and the Company, shall be (I) one million five hundred dollars ($1,500,000.00) multiplied by (II) the sum of 1 plus a fraction the numerator of which is the difference between the CPI for December of the year immediately preceding such extension term and the CPI for December 2010 and the denominator of which is the CPI for December 2010 (provided, that if such fraction is zero or a negative number, the Base Salary for such extension term shall be the same as the Base Salary for the year immediately preceding such extension term).”

(b)           Section 4(b) of the Agreement is hereby amended and restated to read in its entirety as follows:

“(b)         Incentive Compensation.   Executive shall have the opportunity annually to earn incentive compensation in amounts determined by the Compensation Committee of the Board (the “ Compensation Committee ”) in accordance with the applicable incentive compensation plan of the Company as in effect from time to time (“ Incentive Compensation ”).  Under such plan, Executive shall have the opportunity annually to earn up to 100% of Executive’s Base Salary as Incentive Compensation at “target opportunity” (“ Target Bonus ”) and up to 200% of Executive’s Base Salary as Incentive Compensation at “maximum opportunity” on the terms and subject to the conditions of such plan (any such Incentive Compensation to be subject to such deductions or amounts to be withheld as required by applicable law and regulations or as may be agreed to by Executive).  “Target opportunity” and “maximum opportunity” shall have the respective meanings ascribed to them in the applicable incentive compensation plan.”

(c)           Section 4(c) of the Agreement is hereby amended and restated to read in its entirety as follows:

“(c)         Eligibility for Annual Equity Awards and Participation in Executive Compensation Plans.   Executive shall be eligible to receive an annual grant of stock options, restricted stock units (“ RSUs ”) or other equity awards with a value of up to 200% of Executive’s Base Salary, in the sole discretion of the Compensation Committee and in accordance with the applicable plans and programs for senior executives of the Company and subject to the Company’s right to at any time amend or terminate any such plan or program, so long as any such change does not adversely affect any accrued or vested interest under any such plan or program; provided , however , that (i) Executive shall not be entitled to any such equity awards during 2011 and 2012 and (ii) that any such annual equity awards made to Executive during 2013, 2014 and 2015 (and during any extension terms of this Agreement) shall, unless otherwise expressly agreed in writing by the Company and Executive, be awarded either (A) entirely in the form of stock options, (B) entirely in the form of RSUs or (C) in the form of any combination of stock options and RSUs, as Executive may specify with respect to any such year by written notice to the Compensation Committee no later than December 31 st  of the year immediately preceding the year of such award.”

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(d)           Section 4(d) of the Agreement is hereby amended and restated to read in its entirety as follows (it being understood that that the provisions with respect to the Special RSUs (as defined in the 2006 Agreement) set forth in Section 7 of the May 2008 Amendment, as amended by Section 7 of the May 2009 Amendment, shall continue in effect in accordance with their terms):

“(d)         Incentive Equity Awards .

(i)            The Company shall grant to Executive as of December 2, 2010 (A)(1) stock options to purchase one million (1,000,000) shares of the Company’s common stock at an exercise price equal to $9.00 per share (which options shall expire on December 1, 2020) (the “ Time Vesting 2010 Option Grant ”), consisting of (x) stock options to purchase eight hundred thousand (800,000) shares of the Company’s common stock, which shall vest and become exercisable with respect to two hundred fifty thousand (250,000) of such shares on each of December 31, 2011, December 31, 2012 and December 31, 2013 and with respect to fifty thousand (50,000) of such shares on December 31, 2014, and (y) stock options to purchase two hundred thousand (200,000) shares of the Company’s common stock (the “ Later Time Vesting Options ”), which shall vest and become exercisable on December 31, 2014, and (2) one million (1,000,000) RSUs (the “ Time Vesting 2010 RSU Grant ” and together with the Time Vesting 2010 Option Grant, the “ Time Vesting 2010 Grant ”), consisting of (x) five hundred thousand (500,000) RSUs which shall vest with respect to two hundred fifty thousand (250,000) of the shares subject to such grant on each of December 31, 2011 and December 31, 2012, and (y) five hundred thousand (500,000) RSUs (the “ Later Time Vesting RSUs ”), which shall vest with respect to two hundred fifty thousand (250,000) of the shares subject to such grant on each of December 31, 2013 and December 31, 2014, and (B)(1) stock options to purchase one million (1,000,000) shares of the Company’s common stock at a price equal to $8.06 per share (representing the average of the high and low sales price of the Company’s common stock on the trading day immediately prior to the date of grant) (which shall expire as to unvested options on March 15, 2016 and as to vested options on December 1, 2020) (the “ Performance Vesting 2010 Option Grant ”), and (2) one million (1,000,000) RSUs (the “ Performance Vesting 2010 RSU Grant ” and together with the Performance Vesting 2010 Option Grant, the “ Performance Vesting 2010 Grant ”; the Time Vesting 2010 Grant, together with the Performance Vesting 2010 Grant, the “ 2010 Grant ”), which Performance Vesting 2010 Option Grant shall vest and become exercisable with respect to twenty percent (20%) of the shares subject to such Performance Vesting 2010 Option Grant, and which Performance Vesting 2010 RSU Grant shall vest with respect to twenty percent (20%) of the shares subject to such Performance Vesting 2010 RSU Grant, if, as and when certain “Adjusted EBITDA” targets are achieved in accordance with clause (iii) below.  The stock options and RSUs comprising the 2010 Grant shall be granted under and subject to the terms and conditions of the Company’s 2003 Incentive Compensation Plan, as amended and restated, or an applicable successor plan (in either case, the “ Equity Plan ”), and one or more award agreements to be entered into by and between the Company and Executive (each, an “ Equity Agreement ”) reflecting the terms set forth herein and other customary Company terms and conditions not inconsistent with the terms herein.  Stock options included in the Performance Vesting 2010 Option Grant shall expire on March 15, 2016 to the extent such options remain unvested on such date.  RSUs included in the Performance Vesting 2010 RSU Grant shall be forfeited on March 15, 2016 to the extent such RSUs remain unvested on such date.  Delivery to Executive of shares of Company common stock in respect of vested RSUs under the Performance Vesting 2010 RSU Grant shall occur on March 15, 2016 (and the applicable Equity Agreement shall so provide).  Notwithstanding anything herein or in the Equity Agreement to the contrary, any unvested portion of the Performance Vesting 2010 Grant will not accelerate and will be forfeited upon termination of Executive’s employment with the Company under Section 5 hereof or otherwise (including as a result of expiration of the Term on December 31, 2015); provided ,

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however , that in the event of any such termination pursuant to Section 5(b), Section 5(c), Section 5(e) or Section 5(f) or by virtue of the expiration of the Agreement on December 31, 2015 between December 31 of a particular year and a potential vesting date with respect to the Performance Vesting 2010 Grant ( i.e. , March 15 of the following year), any unvested portion of the Performance Vesting 2010 Grant will not be forfeited unless and until the determination has been made by such March 15 (in accordance with the vesting provisions applicable to such unvested portion) that any unvested portion of the Performance Vesting 2010 Grant does not vest on such March 15 (and, to the extent that such unvested portion of the Performance Vesting 2010 Grant does not vest on such March 15, such vested portion shall be forfeited).

(ii)           For purposes of this Section 4(d) and the Performance Vesting 2010 Grant, “ Adjusted EBITDA ” shall mean earnings before interest, taxes, depreciation and amortization of the Company and its subsidiaries on a consolidated basis determined by the Compensation Committee, in a manner consistent with any determination of this or any similar metric applicable for awards or bonuses to other senior executives of the Company or for purposes of the Company’s Management Incentive Compensation Program (“ MICP ”) generally, adjusted (without duplication) (x) to add back to Adjusted EBITDA in each fiscal year an amount reflected in “equity in earnings of joint ventures” on the Company’s consolidated statement of operations for such year attributable to the amortization by Lotterie Nazionali S.r.l. of upfront payments associated with the tender process for the concession awarded in May 2010 by the Monopoli di Stato to operate the Gratta e Vinci instant ticket lottery in Italy and (y) to exclude from Adjusted EBITDA in each fiscal year except 2015 any “pro forma adjustment” to the extent such “pro forma adjustment” might otherwise have been included in the calculation of Adjusted EBITDA to reflect projected cost savings or additional costs in connection with the combination of any business or assets acquired pursuant to a “Material Acquisition” (as such term is defined as of December 1, 2010 in the Company’s credit agreement) with the operations of the Company, as further adjusted at the discretion of the Compensation Committee or the Board, including any adjustments to this or any similar metric made for MICP purposes.

(iii)          Vesting of the Performance Vesting 2010 Option Grant and the Performance Vesting 2010 RSU Grant shall be subject to the Adjusted EBITDA being equal to or greater than the levels set forth below (the “ Adjusted EBITDA Targets ”):

·                               For 2011:                $315 million

·                               For 2012:                $354 million

·                               For 2013:                $399 million

·                               For 2014:                $448 million

·                               For 2015:                $504 million

Stock options included in the Performance Vesting 2010 Grant shall vest and become exercisable, and RSUs included in the Performance Vesting 2010 Grant shall vest at the rate of 20% per year if, as and when the Adjusted EBITDA for a particular year equals or exceeds the Adjusted EBITDA Target applicable for such year (as indicated above), with the actual vesting date to be March 15 of the following year (assuming such Adjusted EBITDA Target is met).  In each case, unvested portions of the Performance Vesting 2010 Grant will carry forward to following years and will vest if, as and when future Adjusted EBITDA Targets are achieved, as provided below.  If the Adjusted EBITDA Target for any particular 20% increment is first achieved in a year later

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than the year specified above, but the higher Adjusted EBITDA Target for that later year is not achieved, then one-half of the earlier 20% increment will vest, and the remainder of that earlier 20% increment will vest in the first subsequent year (if any) for which the entire specified Adjusted EBITDA Target for such subsequent year is fully achieved.  For example, if Adjusted EBITDA of $315 million were first achieved in 2012 rather than 2011 but Adjusted EBITDA of $354 million were not achieved as targeted in 2012, one-half of the first 20% of the total award ( i.e. , 10%) would vest, while the other half of that first 20% increment, and the second 20% increment, would not vest.  However, if Adjusted EBITDA of $354 million were achieved as targeted in 2012, both the first and second 20% increments, or a total of 40% of the total award, would vest.  Finally, for 2015 only, any remaining unvested percentage increments from prior years (but not the last 20% increment) will vest to the extent that the Adjusted EBITDA Targets for such prior years are achieved in 2015, whether or not the Adjusted EBITDA Target for 2015 itself is achieved.  For example, if the Adjusted EBITDA Target of $448 million for 2014 is first achieved in 2015, but the Adjusted EBITDA Target of $504 million for 2015 is not achieved, then any remaining unvested percentage increments based on Adjusted EBITDA Targets of $448 million or less, for a cumulative total of 80%, will vest, and the last 20% increment will remain unvested.  If the Adjusted EBITDA Target of $399 million for 2013 is achieved in 2015, but neither the Adjusted EBITDA Target of $448 million for 2014 nor the Adjusted EBITDA Target of $504 million for 2015 is achieved in 2015, then any remaining unvested percentage increments based on Adjusted EBITDA Targets of $399 million or less, for a cumulative total of 60%, will vest, and the last 40% increment will remain unvested.

(iv)          In the event that the aggregate consideration paid by the Company (which for purposes of this Section 4(d) shall include consideration in whatever form and include any contingent consideration assuming that such contingent consideration has been paid) in connection with new Investments (as currently defined as of December 1, 2010 in the Company’s credit agreement) consummated in 2011 or any subsequent year does not exceed an annual rate of $75 million per year, the incremental Adjusted EBITDA generated by the Company as a result of the consummation of such Investments will be counted in full toward achievement of Adjusted EBITDA Targets, without duplication.  For example, if the Company acquires Company A for $75 million as a result of which the Company generates $25 million of incremental Adjusted EBITDA, the full $25 million of incremental Adjusted EBITDA would count toward achievement of Adjusted EBITDA Targets.  In the event that the aggregate consideration paid by the Company for new Investments consummated in any calendar year after 2010 is less than or equal to (A) in 2011, $75 million, or (B) in any subsequent year, the sum of $75 million plus the excess (if any) of (x) the product of $75 million multiplied by the number of full calendar years that have elapsed from and including 2011 over (y) the cumulative aggregate consideration paid by the Company for new Investments consummated in and after 2011 (the “ Acquisition Threshold ”), the Investments in such year shall be subject to this clause (iv).  In the event that the aggregate consideration paid by the Company for new Investments consummated in any calendar year after 2010 exceeds the Acquisition Threshold applicable to such year, Investments in such year shall be subject to clause (v) below.  For example, if the Company makes Investments in 2011 for $65 million, then incremental Adjusted EBITDA generated by the Company as a result of the consummation of Investments in 2012 for aggregate consideration of up to $85 million would count toward achievement of Adjusted EBITDA Targets.

(v)           In the event that the aggregate consideration paid by the Company in connection with new Investments in 2011 or any subsequent year exceeds the Acquisition Threshold applicable for such year, then for purposes of determining the achievement of Adjusted EBITDA Targets, the Adjusted EBITDA of the Company, which will include the incremental Adjusted EBITDA generated by the Company as a result of the consummation of any such

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Investments, shall be reduced during each applicable year (including the year in which each such Investment was consummated) by: (A) the interest cost (“ Cost of Debt ”) for such year on proceeds of debt of the Company or its subsidiaries incurred or deemed used to make each such Investment (“ Acquisition Debt ”); provided , however , that, in any year subsequent to the year such Investment was consummated, the principal amount of such Acquisition Debt shall be deemed to be repaid and to the extent deemed to have been so repaid in part in any prior year or years shall be deemed to be further repaid (and, accordingly, such Cost of Debt will be appropriately reduced) in an amount equal to the deemed free cash flow of the business subject to or comprising (in whole or in part) such Investment (with such deemed free cash flow being defined as (x) the earnings before interest, taxes, depreciation and amortization of the business subject to or comprising (in whole or in part) such Investment for the last four complete fiscal quarters prior to the consummation of such Investment (“ Target EBITDA ”), less (y) the Cost of Debt for such Investment in the immediately preceding year, less (z) an amount equal to the aggregate Capital Expenditures (as such term is defined as of December 1, 2010 in the Company’s credit agreement, without regard to the proviso therein) of such business during the last four complete fiscal quarters prior to the consummation of such Investment, subject to appropriate adjustment in the reasonable discretion of the Compensation Committee to the extent that the amount thereof varies materially from the historical rate of Capital Expenditures of such business); (B) a “deemed” annual interest cost on equity used as consideration to make such Investment (“ Cost of Equity ”) as reasonably determined by the Compensation Committee; and (C) an amount equal to the aggregate Capital Expenditures of such business during the last four complete fiscal quarters prior to the consummation of such Investment (“ Acquisition Capital Expenditures ”).  For purposes of this Section 4(d)(v), Cost of Debt shall be (1) in the case of an Investment financed, in whole or in material part, from the proceeds of new indebtedness incurred for such purpose, an amount equal to the cash consideration in such Investment multiplied by the stated interest rate on such indebtedness, and (2) otherwise, an amount equal to such cash consideration multiplied by the weighted average interest rate for all of the indebtedness of the Company and its consolidated subsidiaries from time to time.  For example, if the Company makes an Investment for $100 million (including $60 million of Acquisition Debt and $40 million of equity consideration) to acquire a business which generated $25 million of Target EBITDA, but the Cost of Debt for such year is $3 million, the Cost of Equity used as consideration for such year is $2 million, and the aggregate amount of Capital Expenditures are $5 million, then the Target EBITDA counted toward achievement of Adjusted EBITDA Targets would be reduced by $10 million ( i.e. , $3 million plus $2 million plus $5 million), but in that year $17 million of deemed free cash flow (i.e., Target EBITDA of $25 million less $3 million Cost of Debt less $5 million of Capital Expenditures) will be deemed to have been applied to repay the Acquisition Debt, so that in the following year the deemed Cost of Debt shall be appropriately reduced.  For example, if the Acquisition Debt were $60 million, bearing interest at 5%, such deemed repayment of $17 million would reduce such $60 million of Acquisition Debt to $43 million, and for the following year the Cost of Debt would be $2.15 million ( i.e., 5% of $43 million), and if deemed free cash flow in the following year were $20 million, the Acquisition Debt would then be further reduced to $23 million.

(vi)          Notwithstanding anything contained in this Agreement or in any Equity Agreement to the contrary, (A) the stock options comprising the Performance Vesting 2010 Option Grant shall not be exercisable except to the extent that sufficient shares (as reasonably determined by the Compensation Committee in light of outstanding awards) are available under the applicable Equity Plan for the delivery of the shares issuable upon exercise of such stock options and (B) the RSUs comprising the Performance Vesting 2010 Grant shall be forfeited to the extent that sufficient shares (as reasonably determined by the Compensation Committee in

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light of outstanding awards) are not available under the applicable Equity Plan for the delivery of the shares subject to such RSUs on the scheduled delivery date(s).

(vii)         All stock options and RSUs included in the Time Vesting 2010 Grant shall vest immediately upon any Change in Control (as defined in Section 5(f) hereof).

(viii)        In the event and to the extent that sufficient shares (as reasonably determined by the Compensation Committee in light of outstanding awards) are not available under the applicable Equity Plan for the delivery of the shares issuable upon exercise of the Later Time Vesting Options at the time of exercise of such Later Time Vesting Options, then the Company shall elect to settle such exercise in an immediate lump sum cash payment.  In the event and to the extent that sufficient shares (as reasonably determined by the Compensation Committee in light of outstanding awards) are not available under the applicable Equity Plan for the delivery of the shares subject to RSUs with respect to the Later Time Vesting RSUs on the scheduled delivery date(s), then the Company shall settle such delivery in an immediate lump sum cash payment.”

5.             Amendments to Section 5 of the Agreement.   Section 5 of the Agreement is hereby amended and restated in its entirety as follows:

“5.           Termination of Employment .  Executive’s employment may be terminated at any time prior to the end of the Term under the terms described in this Section 5.

(a)           Termination by Executive for Other than Good Reason .   Executive may terminate Executive’s employment hereunder for any reason or no reason upon 60 days’ prior written notice to the Company referring to this Section 5(a); provided , however , that a termination by Executive for “Good Reason” (as defined below) shall not constitute a termination by Executive for other than Good Reason pursuant to this Section 5(a).  In the event Executive terminates Executive’s employment for other than Good Reason, Executive shall be entitled only to the following compensation and benefits (collectively, the “ Standard Termination Payments ”):

(i)            any accrued but unpaid Base Salary for services rendered by Executive to the date of such termination, payable in accordance with the Company’s regular payroll practices and subject to such deductions or amounts to be withheld as required by applicable law and regulations or as may be agreed to by Executive;

(ii)           all vested non-forfeitable amounts owing or accrued at the date of such termination under benefit plans, programs and arrangements set forth or referred to in Section 4(g) hereof in which Executive theretofore participated will be paid under the terms and conditions of such plans, programs, and arrangements (and agreements and documents thereunder) (except with respect to the payments contemplated by Section 11 of the May 2008 Amendment, the payment of which will be governed by Section 11 of the May 2008 Amendment);

(iii)          except as provided in Section 6.6 hereof, all stock options, RSUs and other equity-based awards will be governed by the terms of the plans and programs under which such stock options, RSUs or other awards were granted; provided , however ,

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that subject to Section 6.6 hereof, all RSUs that were granted in 2010 to Executive prior to December 2, 2010 that remain unvested at such termination will become fully vested and non-forfeitable; and

(iv)          reasonable business expenses and disbursements incurred by Executive prior to such termination will be reimbursed in accordance with Section 4(e) hereof.

(b)           Termination By Reason of Death .   If Executive dies during the Term, the last beneficiary designated by Executive by written notice to the Company (or, in the absence of such designation, Executive’s estate) shall be entitled to the following compensation and benefits:

(i)            the Standard Termination Payments; and

(ii)           a lump sum payment equal to Executive’s Base Salary, payable within 30 days of death.

(c)           Termination By Reason of Total Disability .  The Company may terminate Executive’s employment in the event of Executive’s “Total Disability.”  For purposes of this Agreement, “ Total Disability ” shall mean Executive (i) becoming eligible to receive benefits under any long-term disability insurance program of the Company or (ii) failure to perform the duties and responsibilities contemplated under this Agreement for a period of more than 180 days during any consecutive 12-month period due to physical or mental incapacity or impairment as determined by a physician or physicians selected by the Company and reasonably acceptable to Executive, unless, within 30 days after Executive has received written notice from the Company of a proposed termination due to such failure (as determined in accordance with the foregoing provisions of this sentence), which notice shall include a copy of the findings of such physician or physicians and shall refer to this Section 5(c), Executive shall have returned to the full performance of his duties hereunder and shall have presented to the Company a written certificate of Executive’s good health by a physician selected by Executive and reasonably acceptable to the Company.  In the event that Executive’s employment is terminated by the Company by reason of Total Disability, the Company shall pay the following amounts, and make the following other benefits available, to Executive:

(i)            the Standard Termination Payments;

(ii)           an amount equal to the sum of (A) Executive’s Base Salary and (B) Executive’s “Severance Bonus Amount” (as defined below), payable over a period of twelve (12) months after such termination in accordance with Section 5(g) of this Agreement; provided such amount shall be reduced by any disability payments provided to Executive as a result of any disability plan sponsored or maintained by the Company or its affiliates providing benefits to Executive.  For purposes of this Agreement, “ Severance Bonus Amount ” shall mean an amount equal to the highest annual Incentive Compensation paid to Executive in respect

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of the two (2) most recent fiscal years of the Company but not more than Executive’s Target Bonus for the-then current fiscal year;

(iii)          no later than March 15 following the end of the year in which such termination pursuant to this Section 5(c) occurs, in lieu of any Incentive Compensation for the year in which such termination occurs, payment of a lump sum amount equal to (A) the Incentive Compensation which would have been payable to Executive had Executive remained in employment with the Company during the entire year in which such termination occurred, multiplied by (B) a fraction the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs;

(iv)          if Executive elects 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.

(d)           Termination by the Company for Cause .   The Company may terminate the employment of Executive at any time for “Cause.”  For purposes of this Agreement, “ Cause ” shall mean: (i) gross neglect by Executive of Executive’s duties hereunder; (ii) Executive’s conviction (including conviction on a nolo contendere plea) of a felony or any non-felony crime or offense involving the property of the Company or any of its subsidiaries or affiliates or evidencing moral turpitude; (iii) willful misconduct by Executive in connection with the performance of Executive’s duties hereunder; (iv) intentional breach by Executive of any material provision of this Agreement; (v) material violation by Executive of a material provision of the Company’s Code of Conduct; or (vi) any other willful or grossly negligent conduct of Executive that would make the continued employment of Executive by the Company materially prejudicial to the best interests of the Company.  In the event Executive’s employment is terminated for Cause, Executive shall not be entitled to receive any compensation or benefits under this Agreement except for the Standard Termination Payments (excluding the benefits described in the proviso in Section 5(a)(iii)).  For purposes of this Agreement, an act or failure to act on Executive’s part shall be considered “willful” if it was done or omitted to be done by Executive knowingly, purposefully and not in good faith.

Executive may not be terminated for Cause unless and until there shall have been delivered to him, within ninety (90) days after the Company first had actual knowledge of the most recent conduct or event comprising an element of the alleged ground for termination for Cause (it not being necessary that all elements comprising the alleged ground for termination for Cause have occurred within such ninety (90) day period), a copy of a resolution duly adopted by the Board by a vote of directors constituting a majority of the Board (excluding Executive) at a meeting of the Board at which a quorum is physically present in person and which is called and held for such purpose (after giving Executive reasonable notice of the specific grounds for such termination including a reasonably detailed statement of the facts and circumstances claimed as the basis for such termination and, except if a felony conviction is the grounds for termination, thirty (30) days to correct such grounds, and affording Executive and his counsel the opportunity to be heard before the Board) finding that, in the good faith opinion of the Board, Executive was guilty of conduct constituting Cause (the “ Cause Resolution ”).  The Company’s delivery of the Cause Resolution to Executive shall be accompanied or followed by delivery by the Company to

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Executive of a written notice of termination for Cause referring to this Section 5(d), stating the grounds for such termination (which shall be the same grounds as set forth in the Cause Resolution) and specifying the effective date of such termination for Cause, which date shall be no earlier than thirty-one (31) days after the date on which Executive receives such written notice of termination for Cause (the “ Cause Termination Notice ”), provided that at any time prior to the effective date of such termination, the Board may, in accordance with the next sentence, relieve Executive of all or a portion of his duties and treat him as a suspended employee of the Company, and until the effective date of such termination Executive shall be entitled to continue to receive all compensation and benefits under this Agreement as if he had not been suspended or given notice of termination (and such suspension for the avoidance of doubt shall not constitute “Good Reason” for purposes of this Agreement).  Any such suspension shall be effected either (i) pursuant to the Cause Resolution or (ii) pursuant to a resolution otherwise approved (which approval need not be by meeting on formal notice) either by a majority of the Board (excluding Executive) or, if a majority of the Board cannot reasonably be convened promptly in person or by telephone, by a majority of the Executive and Finance Committee of the Board (excluding Executive), in each case determining, in the good faith opinion of the participants, that Executive was guilty of conduct constituting Cause and that prompt suspension of Executive is reasonably required in the best interests of the Company, which resolution is confirmed within ten (10) days by a Cause Resolution.  Notwithstanding any such suspension, Executive shall be afforded such opportunity as may be reasonable under the circumstances to correct grounds for termination as contemplated by the fifth sentence of this Section 5(d) until the expiration of the thirty (30) day period provided therein.

If Executive disputes the Company’s allegation of Cause by initiating arbitration pursuant to Section 13 of this Agreement and the arbitration panel finds that the Company properly terminated Executive’s employment for Cause in accordance with the provisions of this Section 5(d), Executive shall, within thirty (30) days of the arbitration award, repay the amount (if any) by which (A) the amounts provided to him by the Company in respect of periods commencing after the termination date of his employment set forth in the Cause Termination Notice, including but not limited to salary continuation and the value of all benefits provided to Executive in respect of periods commencing after his termination date, exceed (B) the amounts to which he is entitled under this Agreement upon a termination for Cause.  If the amount in clause (A) does not exceed the amount in clause (B), the Company may reduce any amounts owed to Executive by the amount in clause (A).  If the arbitration panel does not find that the Company properly terminated Executive’s employment for Cause in accordance with the provisions of this Section 5(c) (a “ Failed Termination for Cause ”), then (x) Executive’s employment shall be deemed to have been terminated by the Company without Cause as of the date (the “ Deemed Termination Date ”) which is thirty-one (31) days after the date on which the Cause Resolution and the Cause Termination Notice were delivered to Executive; (y) the Company shall provide Executive with the payments and benefits set forth in Section 5(e) hereof as if the Company had terminated Executive without Cause as of the Deemed Termination Date, provided that any amounts previously paid to Executive by the Company as a suspended employee in respect of periods commencing on or after the Deemed Termination Date shall be credited against amounts owed to Executive under Section 5(e) hereof; and (z) the Company shall pay (or reimburse, if already paid by Executive) all reasonable expenses actually incurred by Executive in connection with contesting such Failed Termination for Cause.

(e)           Termination by the Company without Cause or by Executive for Good Reason .   The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.”  For

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purposes of this Agreement, “ Good Reason ” shall mean that, without Executive’s prior written consent, any of the following shall have occurred:  (i) a material change, adverse to Executive, in Executive’s positions, titles, offices, or duties as provided in Section 3 hereof, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term (or Extended Term); (ii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 3 hereof; (iii) a material decrease in Executive’s Base Salary or material decrease in Executive’s Incentive Compensation opportunities provided under this Agreement; (iv) change the location of Executive’s office from the existing location in New York, New York to a place not within forty (40) miles of the existing location in New York, New York; (v) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided , however , that a termination by Executive for Good Reason under any of clauses (i) through (v) of this Section 5(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within sixty (60) days after he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company.  Notwithstanding anything in this Agreement to the contrary, the removal of or the failure of the Board to elect Executive as Chairman of the Board (or Executive otherwise ceasing to serve as Chairman of the Board) shall not be deemed “Good Reason” under this Agreement. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 5(a), (b), (c) or (d) hereof or due to the expiration of the Term (or Extended Term)), the Company shall pay the following amounts, and make the following other benefits available, to Executive.

(i)            the Standard Termination Payments;

(ii)           an amount equal to (A) two (2) multiplied by (B) the sum of (1) Executive’s Base Salary and (2) Executive’s Severance Bonus Amount, such amount payable over a period of twenty-four (24) months after such termination in accordance with Section 5(g) of this Agreement;

(iii)          no later than March 15 following the end of the year in which such termination pursuant to this Section 5(e) occurs, in lieu of any Incentive Compensation for the year in which such termination occurs, payment of a lump sum amount equal to (A) the Incentive Compensation which would have been payable to Executive had Executive remained in employment with the Company during the entire year in which such termination occurred, multiplied by (B) a fraction the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs;

(iv)          subject to Section 6.6 hereof and except to the extent otherwise provided at the time of grant under the terms of any equity award made to Executive and except for the stock options and RSUs comprising the Performance Vesting 2010 Grant, all stock options, RSUs and other equity-based awards held by Executive at such termination will become fully vested and non-forfeitable, and, in all other respects, all such stock options and other awards shall be

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governed by the plans and programs and the agreements and other documents pursuant to which the awards were granted; and

(v)           if Executive elects 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.

(f)            Termination by the Company without Cause or by Executive for Good Reason in connection with a Change in Control .  In the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason pursuant to Section 5(e) hereof and such termination occurs upon, or within one (1) year immediately following, a “Change in Control” (as defined below), Executive shall be entitled (without duplication) to the payments and benefits described in Section 5(e) hereof, except that, solely in the case of an amount otherwise payable under Section 5(e)(ii) hereof, the multiplier referred to in Section 5(e)(ii)(A) hereof shall be three (3) (instead of two (2)) and such amount shall be payable over a period of thirty-six (36) months after termination in accordance with Section 5(g) of this Agreement; provided , however , to the extent that such amount under Section 5(e)(ii) is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and applicable administrative guidance and regulations (“ Section 409A ”) and/or if such Change in Control constitutes a change in ownership, change in effective control or a change in ownership of a substantial portion of the assets of the Company under Regulation Section 1.409A-3(i)(5), such amount otherwise payable under Section 5(e)(ii) hereof shall be paid in a lump sum in accordance with Section 5(g) of this Agreement.  Notwithstanding the foregoing provisions of this Section 5(f), if any payment or right accruing under this Agreement (without application of this subsection), either alone or together with other payments or rights accruing to Executive from the Company or its affiliates (the “ Total Payments ”) would constitute a “parachute payment” as defined in 26 U.S.C. § 280G of the Code and regulations thereunder, such payment or right shall be reduced to the largest amount or greatest right that will result in no portion of the amount payable or right accruing under this Agreement being subject to an excise tax under Section 4999 of the Code or being disallowed as a deduction under Section 280G of the Code, provided that Executive may elect by written notice to the Company that no such reduction occur if after reduction for any applicable federal excise tax imposed by Section 4999 of the Code and federal income tax imposed by the Code, the Total Payments accruing to Executive would be greater than the amount of the Total Payments as reduced (if applicable) pursuant to this subsection after reduction for federal income taxes.  Executive shall cooperate in good faith with the Company in providing the necessary information for making a determination of the applicability of Section 280G.  The reduction of Total Payments, if applicable, shall be effected in the following order (unless Executive, to the extent permitted by Section 409A, elects another method of reduction by written notice to the Company prior to the Section 280G event): (i) any cash severance payments; (ii) any other cash amounts payable to Executive; (iii) any benefits valued as parachute payments; (iv) acceleration of vesting of any stock options for which the exercise price exceeds the then fair market value of the underlying stock, in order of the stock option tranches with the largest Section 280G parachute value; (v) acceleration of vesting of any equity award that is not a stock option; and (vi) acceleration of vesting of any stock options for which the exercise price is less then the fair market value of the underlying stock in such manner as would net Executive the largest remaining spread value if the options were all exercised as of the Section 280G event.

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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” as defined in Section 13(d) of the Exchange Act but excluding the Company and any subsidiary or affiliate and any employee benefit plan sponsored or maintained by the Company or any subsidiary or affiliate (including any trustee of such plan acting as trustee) or any current stockholder of 20% or more of the outstanding common stock, directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of securities of the Company representing at least 40% of the combined voting power of the Company’s then-outstanding securities; (ii) the stockholders of the Company approve a merger, consolidation, recapitalization, or reorganization of the Company, or a reverse stock split of any class of voting securities of the Company, or the consummation of any such transaction if stockholder approval is not obtained, other than any such transaction which would result in at least 60% of the total voting power represented by the voting securities of the Company or the surviving entity outstanding immediately after such transaction being beneficially owned by persons who together beneficially owned at least 80% of the combined voting power of the voting securities of the Company outstanding immediately prior to such transaction; provided that, for purposes of this Section 5(f), such continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such 60% threshold is due solely to the acquisition of voting securities by an employee benefit plan of the Company or such surviving entity or of any subsidiary of the Company or such surviving entity; (iii) the stockholders of the Company approve a plan of complete liquidation of the Company, an agreement for the sale or disposition by the Company of all or substantially all of its assets (or any transaction having a similar effect), or the Company sells all or substantially all of the stock of the Company to any person or entity other than an affiliate of the Company; or (iv) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, together with any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (ii) or (iii) above) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board.

(g)           Timing of Certain Payments under Section 5 .   Payments pursuant to Sections 5(c)(ii), 5(e)(ii) and 5(f), if any, shall be payable in equal installments in accordance with the Company’s standard payroll practices over the applicable period of months contemplated by such Sections following the date of termination (subject to such deductions or amounts to be withheld as required by applicable law and regulations); provided , however , that if and to the extent necessary to prevent any acceleration or additional tax under Section 409A, such payments shall be made as follows:  (i) no payments shall be made for a six-month period following the date of Executive’s separation of service (as defined in Section 409A(a)(2)(B)(i) of the Code) with the Company; (ii) an amount equal to the aggregate sum that would have been otherwise payable during the initial six-month period shall be paid in a lump sum six (6) months following the date of Executive’s separation of service with the Company (subject to such deductions or amounts to be withheld as required by applicable law and regulations); and (iii) during the period beginning six (6) months following Executive’s separation of service with the Company through the remainder of the applicable period, payment of the remaining amount due shall be payable in equal installments in accordance with the Company’s standard payroll practices (subject to such deductions or amounts to be withheld as required by applicable law and regulations).  In addition, notwithstanding any other provision with respect to the timing of payments under this Agreement,

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if and to the extent necessary to comply with Section 409A, amounts payable following termination of employment in a lump sum, shall instead be paid six (6) months following the date of Executive’s separation of service (subject to such deductions or amounts to be withheld as required by applicable law and regulations).

(h)           No Obligation to Mitigate .   Executive shall have no obligation to mitigate damages pursuant to this Section 5, but shall be obligated to promptly advise the Company regarding obtaining other employment providing health insurance benefits with respect to services provided to another employer during any period of continued payments pursuant to this Section 5.  The Company’s obligation to make continued insurance payments to or on behalf of Executive shall be reduced by any insurance coverage obtained by Executive during the severance period through employment by another entity (without regard to when such coverage is paid).

(i)            Set-Off .  To the fullest extent permitted by law and provided an acceleration of income or the imposition of an additional tax under Section 409A would not result, any amounts otherwise due to Executive hereunder (including, without limitation, any payments pursuant to this Section 5) shall be subject to set-off with respect to any amounts Executive otherwise owes the Company or any subsidiary or affiliate thereof.

(j)            No Other Benefits or Compensation .  Except as may be provided under this Agreement, under any other written agreement between Executive and the Company, or under the terms of any plan or policy applicable to Executive, Executive shall have no right to receive any other compensation from the Company, or to participate in any other plan, arrangement or benefit provided by the Company, with respect to any future period after such termination or resignation.

(k)           Release of Employment Claims; Compliance with Section 5 .  Executive agrees, as a condition to receipt of any termination payments and benefits provided for in this Section 5 (other than the Standard Termination Payments (excluding the benefits described in the proviso in Section 5(a)(iii) hereof), that Executive will execute a general release agreement, in a form reasonably satisfactory to the Company, releasing any and all claims arising out of Executive’s employment (other than enforcement of this Agreement).  The Company shall provide Executive with the proposed form of release referred to in the immediately preceding sentence no later than two (2) days following the date of termination.  Executive shall have 21 days to consider the release and, if he executes the release, shall have seven (7) days after execution of the release to revoke the release, and, absent such revocation, the release shall become binding.  In the event Executive does not revoke the release, payments contingent on the release (if any) shall be paid no earlier than eight (8) days after execution thereof in accordance with the applicable provisions herein.  The Company’s obligation to make any termination payments and benefits provided for in this Section 5 (other than the Standard Termination Payments (excluding the benefits described in Section 5(a)(iii) hereof)) shall immediately cease if Executive willfully and materially breaches Section 6.1, 6.2, 6.3, 6.4, or 6.8 hereof.”

6.             Amendments to Section 6.6 of Agreement.   Section 6.6 of the Agreement is hereby amended and restated in its entirety as follows:

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“6.6         Forfeiture of Outstanding Equity Awards; Clawback .  Notwithstanding the provisions of Section 5, if a court of competent jurisdiction or an arbitral tribunal determines that Executive (x) willfully and materially breached Sections 6.1, 6.2, 6.3, 6.4 or 6.8 and (y) failed to cure such breach within thirty (30) days after his receipt of written notice from the Board, attaching a copy of a resolution duly adopted by the Board by a vote of directors constituting a majority of the Board (excluding Executive) at a meeting of the Board at which a quorum is physically present in person, in which resolution the Board sets forth such breach in reasonable detail and expressly elects the remedy provided in this Section 6.6, and which notice is delivered to Executive within ninety (90) days after the Company first had knowledge of such breach (the foregoing, collectively, a “ Section 6.6 Notice of Breach ”) (and which cure by Executive, in the case of a breach of Section 6.4, may be effected, without limitation, by correction or retraction of the disparaging statements), then all stock options, RSUs and other equity-based awards (whether granted prior to, contemporaneously with, or subsequent to this Agreement) granted by the Company and held by Executive or a transferee of Executive shall be immediately forfeited and thereupon such stock options, RSUs and other equity-based awards shall be cancelled, such forfeiture to be effective at the later of the time of such failure to comply or Executive’s termination of employment.  If a court of competent jurisdiction or arbitral tribunal finds that the Company is entitled to cause the forfeiture of Executive’s stock options, RSUs and other equity-based awards in accordance with the foregoing terms of this Section 6.6, Executive shall be required to forfeit such stock options, RSUs and other equity-based awards immediately.  If any option is exercised after delivery of the Section 6.6 Notice of Breach and if such forfeiture subsequently occurs pursuant to the foregoing terms of this Section 6.6, Executive shall be required to return to the Company all shares acquired upon such exercise; provided further that if Executive has sold any shares he acquired upon such exercise or upon vesting of RSUs or other equity-based awards, Executive shall pay to the Company an amount equal to the aggregate sale price of the shares sold (less, in the case of stock options, the aggregate exercise price paid by Executive for such shares).  If a court of competent jurisdiction or arbitral tribunal does not find that the Company is entitled to cause such forfeiture in accordance with the foregoing terms of this Section 6.6, the Company shall pay (or reimburse, if already paid by Executive) all reasonable expenses actually incurred by Executive in connection with contesting such attempted forfeiture.  Executive acknowledges and agrees that, notwithstanding anything contained in this Agreement or any other agreement, plan or program, any incentive-based compensation or benefits contemplated under this Agreement (including Incentive Compensation and equity-based awards) shall be subject to recovery by the Company under any compensation recovery or “clawback” policy, generally applicable to senior executives of the Company, that the Company may adopt from time to time, including without limitation any policy which the Company may be required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Company’s common stock may be listed.”

7.             Section 409A .  The Company makes no representations or warranties regarding the tax implications of the compensation and benefits to be paid to Executive under the Agreement (including this Amendment), including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and applicable administrative guidance and regulations (“ Section 409A ”).  Section 409A governs plans and arrangements that provide “nonqualified deferred compensation” (as defined under the Code) which may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements.  It is the intention of the parties hereto that payments under the Agreement (including this Amendment) be interpreted to be exempt from or in compliance with Section 409A and accordingly, to the maximum extent permitted, the Agreement (including this Amendment) shall be interpreted to be exempt from or in

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compliance with Section 409A.  To the extent any payments of money or other benefits due to Executive under the Agreement (including this Amendment) could cause the application of an acceleration or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payments or other benefits shall be restructured, to the extent possible, in a manner determined by the Company that does not cause such acceleration or additional tax.  All references in the Agreement (including this Amendment) to Executive’s termination of employment shall mean his separation from service within the meaning of Section 409A. Payments pursuant to Section 5 of the Agreement (as amended by this Amendment), if any, shall be payable in accordance with the payment details described in Section 5 of the Agreement (as amended by this Amendment); provided , however , that if necessary to comply with Section 409A, and if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A, such payments shall be made as follows: (i) no payments shall be made for a six-month period following the date of termination, (ii) an amount equal to the aggregate sum that would have been otherwise payable during the initial six-months period shall be paid in a lump sum six (6) months plus one (1) day following the date of termination, and (iii) during the period beginning six months following the date of termination through the remainder of the termination payments period as detailed in Section 5 of the Agreement (as amended by this Amendment), payments of the remaining amount (if any) shall be payable in equal installments in accordance with the Company’s standard payroll practices. In addition, notwithstanding any other provision with respect to the timing of payments under the Agreement (including this Amendment), if necessary to comply with Section 409A, amounts payable following termination of employment in a lump sum shall instead be paid six (6) months plus one (1) day following the date of termination.  With respect to any reimbursements under the Agreement (including this Amendment), such reimbursement shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred by Executive.  The amount of any expenses eligible for reimbursement or the amount of any in-kind benefits provided, as the case may be, under the Agreement (including this Amendment) during any calendar year shall not affect the amount of expenses eligible for reimbursement or the amount of any in-kind benefits provided during any other calendar year.  The right to reimbursement or to any in-kind benefit pursuant to the Agreement (including this Amendment) shall not be subject to liquidation or exchange for any other benefit.  For the avoidance of doubt, any payment due under the Agreement (including this Amendment) within a period following Executive’s termination of employment, death, Total Disability or other event shall be made on a date during such period as determined by the Company in its sole discretion.  Each payment made under the Agreement (including this Amendment) shall be designated as a “separate payment” within the meaning of Section 409A.

8.             Governing Law.   This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be wholly performed within that State, without regard to its conflict of laws provisions or where the parties are located at the time a dispute arises.

9.             Titles and Captions.   All paragraph titles or captions in this Amendment are for convenience only and in no way define, limit, extend or describe the scope or intent of any provision hereof.

10.           Reimbursement of Expenses of Executive in Negotiating Amendment.   All reasonable costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) incurred by Executive in connection with the negotiation, preparation, execution, or delivery of this Amendment shall be paid on behalf of Executive (or, if already paid by Executive, reimbursed to Executive) promptly by the Company in an amount up to $10,000.

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11.           Counterparts.   This Amendment may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Amendment on December 2, 2010, to be deemed effective as of the date first above written.

Exhibit 10.2

Amendment to Employment Agreement

Amendment to Employment Agreement (this “ Amendment ”), dated as of November 29, 2010, by and between Scientific Games Corporation, a Delaware corporation (the “ Company ”), and Michael R. Chambrello (“ Executive ”).

WHEREAS, the Company and Executive entered into an Employment Agreement dated as of July 1, 2005 (executed on June 17, 2005), as amended by the Letter Agreement dated as of August 2, 2006, the Letter Agreement dated as of May 8, 2008 and the Amendment to Employment Agreement dated as of December 30, 2008 (as amended, the “ Agreement ”); and

WHEREAS, in connection with certain management changes to position the Company for future growth and in light of Executive’s leadership and extensive experience in developing the Company’s business in China, the Company and Executive believe that it is in the best interests of the Company that Executive devote substantially all of his business time and attention to the Company’s operations and business development in China and, to the extent reasonably directed by the Company, the rest of the Asia—Pacific region;

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 1 of the Agreement is hereby amended and restated in its entirety as set forth below:

“1.            Employment; Term.  The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, in accordance with and subject to the terms and conditions set forth herein.  The term of employment of Executive under this Agreement (the “ Term ”) ends on December 31, 2013, as may be extended in accordance with this Section 1 and subject to earlier termination in accordance with Section 5 hereof.  The Term shall be extended automatically without further action by either party hereto by one (1) additional year (added to the end of the Term), and then on each succeeding annual anniversary thereafter, unless either party shall have given written notice to the other party prior to the date which is sixty (60) days prior to the date upon which such extension would otherwise have become effective electing not to further extend the Term, in which case Executive’s employment shall terminate on the date upon which such extension would otherwise have become effective, unless earlier terminated in accordance with Section 5.”

2.              Section 2 of the Agreement is hereby amended and restated in its entirety as set forth below:

“2.            Offices and Duties.

(a)            During the Term, Executive will serve as Chief Executive Officer — Asia Pacific Region for the Company, and will serve as an officer or director of any subsidiary or affiliate of the Company that conducts business in the Asia-Pacific region if elected to any such position by the shareholders or by the board of directors of the Company or any subsidiary or affiliate, as the case may be.  In such capacities, Executive shall perform such duties and shall have such responsibilities as are normally associated with such positions, including without limitation primary responsibility for the day-to-day operations of, and business development for, the Company’s business in China and, to the extent reasonably directed by the Company, the rest of

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the Asia-Pacific region (including the Company’s equity in joint ventures operating in China and, to the extent reasonably directed by the Company, the rest of the Asia-Pacific region) (the “ Asia-Pacific Business ”), and involvement in such other matters as the Company may in good faith determine and Executive may in good faith agree to participate (such agreement not to be unreasonably withheld) ( e.g. , involvement in certain projects or with certain customers to ensure continuity), reporting to the Chief Executive Officer of the Company. Executive’s functions, duties and responsibilities are subject to reasonable changes as the Company may in good faith determine after consultation and agreement with Executive (such agreement not to be unreasonably withheld).

(b)            Executive hereby agrees to accept such employment and election to any such offices and to render the services described above. Throughout the Term, Executive agrees to: (i) devote all of Executive’s business effort, time, attention, energy and skill to Executive’s positions with the Company (subject to the Company’s policies with respect to vacations and absences) (provided that Executive may devote a minimal amount of his business time to other non-gaming-related ventures provided they do not materially interfere with Executive’s performance of his duties hereunder); (ii) faithfully, loyally, and industriously perform such duties; (iii) comply with all of the Company’s policies and procedures, as well as all applicable law and regulations, that are known or should be known to Executive; (iv) comply with all reasonable requests, instructions and regulations made by the Company; and (v) travel for business purposes to the extent necessary or appropriate in the performance of Executive’s duties.  Executive will spend such portion of his business time in China (currently estimated to be approximately 25% of his business time) and, to the extent reasonably directed by the Company, the rest of the Asia-Pacific region as may be required in connection with the performance of his duties; provided that, while not in such region, Executive may tele-commute to the extent he reasonably deems appropriate.  Executive may serve on the boards of a reasonable number of business entities, trade associations, charitable organizations, and similar entities with the prior consent of the Board of Directors, provided that such service does not materially interfere with Executive’s performance of his duties hereunder.”

3.              Section 3 of the Agreement is hereby amended and restated in its entirety as set forth below:

“3.            Compensation.

(a)            Base Salary.  Effective as of November 29, 2010, during the Term, Executive will receive a base salary (the “ Base Salary ”) at the rate of $1,000,000 per annum, payable biweekly (except to the extent deferred under a deferred compensation plan) and subject to all withholdings that are legally required or are agreed to by Executive.  In the event that the Company, in its sole discretion, from time to time determines to increase the Base Salary, such increased amount shall, from and after the effective date of the increase, constitute the “Base Salary” for purposes of this Agreement.

(b)            Incentive Compensation.  Executive shall have the opportunity annually to earn incentive compensation in amounts determined by the Compensation Committee of the Board of Directors of the Company (the “ Compensation Committee ”) in accordance with the applicable incentive compensation plan of the Company as in effect from time to time (“ Incentive Compensation ”), provided that any such Incentive Compensation shall be paid in a cash lump sum payment in the year following the year in which such Incentive Compensation relates, but no later than March 15 of such year.  Except as may otherwise be agreed by the Company and Executive, (i) in respect of 2010, Executive shall have the opportunity to earn up to 100% of Base

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Salary as Incentive Compensation at “target opportunity” and up to 200% of Base Salary as Incentive Compensation at “maximum opportunity,” with any such Incentive Compensation based on attainment of corporate financial performance targets set by the Compensation Committee for the year, and (ii) in respect of 2011 and later years, Executive shall have the opportunity to earn up to 50% of Base Salary as Incentive Compensation (“ Target Bonus ”), with any such Incentive Compensation based on attainment of financial performance targets set by the Compensation Committee for the year for the Asia-Pacific Business (subject to the Compensation Committee adjusting downward such Incentive Compensation based on individual performance or other factors).

(c)            Equity Incentive Compensation.  In lieu of any annual or other equity-based awards ( e.g. , stock options, restricted stock units, etc.), Executive will be eligible to participate in an incentive compensation program that would be tied to the financial performance of the Asia-Pacific Business, as contemplated in Exhibit A attached hereto.  Executive’s “Participant’s Percentage” under such program shall be 36.7%.  Payment of any amounts under such program (upon termination of Executive or otherwise) shall be exclusively governed by the terms of such program and not this Agreement.  Without limiting the generality of the foregoing, any payments or benefits under such program shall not constitute Incentive Compensation, part of the Standard Termination Payments (as defined below) or “equity-based awards” for purposes of this Agreement.  Executive hereby acknowledges and agrees to the terms and conditions set forth in such program.”

4.              Section 4(c) of the Agreement is hereby deleted in its entirety.

5.              Sections 6(a) through (f) of the Agreement are hereby amended and restated in their entirety as set forth below:

“6.            Compensation Following Termination Prior to the End of the Term.  In the event that Executive’s employment hereunder is terminated prior to the end of the Term, Executive shall be entitled only to the following compensation and benefits:

(a)  Standard Termination Payments.  Following termination of Executive’s employment for any reason, in addition to such other amounts provided for pursuant to Sections 6(b) through (e) below, the Company shall pay the following amounts, and make the following other benefits available, to Executive (collectively, the “ Standard Termination Payments ”):

(i)     any accrued but unpaid Base Salary (as determined pursuant to Section 3(a)) for services rendered to the date of termination, payable within 30 days of termination;

(ii)    all vested non-forfeitable amounts owing or accrued at the date of termination under benefit plans, programs, and arrangements set forth or referred to in Section 4 hereof in which Executive theretofore participated will be paid under the terms and conditions of such plans, programs, and arrangements (and agreements and documents thereunder);

(iii)   reasonable business expenses and disbursements incurred by Executive prior to such termination will be reimbursed in accordance with Section 4(a); and

(iv)   if Executive elects to continue medical coverage under the Company’s group

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health plan in accordance with COBRA, the Company shall pay the monthly premiums for such coverage for a period of 18 months.

(b)            Termination by Reason of Death.  In the event that Executive’s employment is terminated prior to the expiration of the Term by reason of Executive’s death, the Company shall pay the following amounts, and make the following other benefits available, to Executive:

(i)     the Standard Termination Payments (as defined in Section 6(a)) (other than the payments contemplated by Section 6(a)(iv));

(ii)    if Incentive Compensation for the prior fiscal year has not been paid, a lump sum payment of any Incentive Compensation Executive would have received for such year but for such termination of employment, payable as and when such Incentive Compensation would have been payable under Section 3(b); and

(iii)   in lieu of any Incentive Compensation for the year in which such termination occurs, payment of an amount equal to (A) the Incentive Compensation which would have been payable to Executive had Executive remained in employment with the Company during the entire year in which such termination occurred, which amount shall be no less than 50% of the Target Bonus for that year, multiplied by (B) a fraction the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs, payable as and when such Incentive Compensation would otherwise have been payable under Section 3(b).

(c)            Termination by Reason of Total Disability.  In the event that Executive’s employment is terminated prior to the expiration of the Term by reason of Total Disability pursuant to Section 5(a), the Company shall pay the following amounts, and make the following other benefits available, to Executive:

(i)     the Standard Termination Payments (as defined in Section 6(a));

(ii)    if Incentive Compensation for the prior fiscal year has not been paid, a lump sum payment of any Incentive Compensation Executive would have received for such year but for such termination of employment, payable as and when such Incentive Compensation would have been payable under Section 3(b); and

(iii)   in lieu of any Incentive Compensation for the year in which such termination occurs, payment of an amount equal to (A) the Incentive Compensation which would have been payable to Executive had Executive remained in employment with the Company during the entire year in which such termination occurred, which amount shall be no less than 50% of the Target Bonus for that year, multiplied by (B) a fraction the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs, payable as and when such Incentive Compensation would otherwise have been payable under Section 3(b).

(d)            Termination by the Company for Cause; Termination by Executive for Other

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than Good Reason.  In the event that Executive’s employment is terminated by the Company for Cause pursuant to Section 5(b) or by Executive for other than Good Reason pursuant to Section 5(e), Executive shall be entitled to receive the Standard Termination Payments (as defined in Section 6(a)) (other than the payments contemplated by Section 6(a)(iv)).

(e)            Termination by the Company Without Cause or by Executive For Good Reason.  In the event that Executive’s employment is terminated by the Company without Cause pursuant to Section 5(c) or by Executive for Good Reason pursuant to Section 5(d), the Company shall pay the following amounts, and make the following other benefits available, to Executive:

(i)     the Standard Termination Payments (as defined in Section 6(a));

(ii)    if Incentive Compensation for the prior fiscal year has not been paid, a lump sum payment of any Incentive Compensation Executive would have received for such year but for such termination of employment, payable as and when such Incentive Compensation would have been payable under Section 3(b); and

(iii)   in lieu of any Incentive Compensation for the year in which such termination occurs, payment of an amount equal to (A) the Incentive Compensation which would have been payable to Executive had Executive remained in employment with the Company during the entire year in which such termination occurred, multiplied by (B) a fraction the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs, payable as and when such Incentive Compensation would otherwise have been payable under Section 3(b).

Notwithstanding the foregoing, if a reduction in Base Salary or other level of compensation or benefit was a basis for Executive’s termination for Good Reason, the Base Salary or other level of compensation in effect before such reduction shall be used to calculate payments or benefits under this Section 6(e).

(f)             Termination Upon the Expiration of the Term.  In the event that Executive’s employment is terminated upon or subsequent to the expiration of the Term, the Executive shall be entitled to receive, without duplication, the Standard Termination Payments (as defined in Section 6(a)) plus, in lieu of any Incentive Compensation for the year in which such termination occurs, any Incentive Compensation Executive would have received for such year but for such termination of employment, payable as and when such Incentive Compensation would have been payable under Section 3(b).”

6.              Section 6(i) of the Agreement is hereby amended and restated in its entirety as set forth below:

“(i)           Release of Employment Claims; Compliance with Section 7.  Executive agrees, as a condition to receipt of any termination payments and benefits provided for in Section 6 (other than the Standard Termination Payments), that Executive will execute a general release agreement, in a form reasonably satisfactory to the Company, releasing any and all claims arising out of Executive’s employment and the termination of such employment (other than enforcement of this Agreement and reservation of rights under any Company defense and indemnity policies and any liability insurance policies) and

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Executive will not in the future seek employment at the Company.  The Company shall provide Executive with the proposed form of general release agreement referred to in the immediately preceding sentence no later than two (2) days following the date of termination.  Executive shall thereupon have 21 days to consider such general release agreement and, if he executes such general release agreement, shall have seven (7) days after execution to revoke such general release agreement.  Absent such revocation, such general release agreement shall become binding on Executive.  Provided Executive did not revoke such general release agreement, payments contingent on such general release agreement that constitute deferred compensation under Section 409A (if any) shall be paid on the later of the 60th day after the date of termination or the date such payments are otherwise scheduled to be paid pursuant to this Agreement.  The Company’s obligation to make any termination payments and provide any benefits provided for in Section 6 (other than the Standard Termination Payments) shall immediately cease if a court of competent jurisdiction or an arbitrator determines that Executive willfully and materially breached Section 7.1(a) (other than the first sentence thereof), 7.1(b), 7.2 (other than the first and penultimate sentences of 7.2(a)), 7.3, 7.4, or 7.8.  In the event that a court of competent jurisdiction or an arbitrator makes such determination following payment of any such termination payments or provision of any such benefits, Executive shall promptly repay to the Company (or reimburse the Company for) any such payments or benefits.”

7.              Sections 6(j)(i) and (ii) of the Agreement are hereby amended and restated in their entirety as set forth below:

“(j)           Change in Control.

(i)     In the event Executive’s employment is terminated by the Company without Cause pursuant to Section 5(c) or by Executive for Good Reason pursuant to Section 5(d) and the termination occurs upon or within two years immediately following a “Change in Control,” in addition to receiving the payments described in 6(e), and subject to the provisions of Section 6(i), Executive shall receive an amount equal to the sum of (A) the Base Salary and (B) an amount equal to the greater of (1) Executive’s Incentive Compensation for the prior fiscal year and (2) Executive’s Incentive Compensation for the most recent fiscal year ending more than 12 months prior to such termination of employment (such greater amount, the “ Severance Bonus Amount ”) ( provided , however , that such amount contemplated by this subclause (B) shall not in any event be more than 100% of Executive’s Base Salary as of the date of termination), such amount to be payable over a period of 12 months following termination in accordance with the Company’s standard payroll practices; provided, however, that no payments shall be made until six (6) months plus one (1) day after the date of such termination and the first payment shall be equal to the aggregate amount that would have been paid during such six-month period; provided , further , however , that, to the extent such amounts are exempt from Section 409A of the Code and/or if such Change in Control constitutes a change in ownership, change in effective control or a change in ownership of a substantial portion of the assets of the Company under Regulation Section 1.409A-3(i)(5) (collectively, a “409A Change in Control”), the foregoing amount shall be paid in a lump sum as soon as practicable, but in no event later than 30 days, after such termination.  The amounts referred to Section 6(e)(ii) and (iii) shall be payable in a lump sum at such time as is contemplated by such Sections.

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(ii)    In the event Executive’s employment is terminated by the Company without Cause pursuant to Section 5(c) or by Executive for Good Reason pursuant to Section 5(d) and the termination occurs “In Anticipation of a Change in Control” and the “Change in Control” actually occurs within six (6) months after the termination, unless the relevant facts and circumstances clearly demonstrate that the possibility that such “Change in Control” would occur was remote as of the date of such termination, Executive shall receive (without duplication of the amounts referred to in Section 6(j)(i)) an amount equal to the sum of (A) the Base Salary and (B) the Severance Bonus Amount ( provided , however , that such amount contemplated by this subclause (B) shall not in any event be more than 100% of Executive’s Base Salary as of the date of termination), such amount to be payable over a period of 12 months following termination in accordance with the Company’s standard payroll practices; provided, however, that no payments shall be made until six (6) months plus one (1) day after the date of such termination and the first payment shall be equal to the aggregate amount that would have been paid during such six-month period; provided , further , however , that, to the extent such amounts are exempt from Section 409A and/or if such Change in Control constitutes a 409A Change in Control, the foregoing amount shall be paid in a lump sum as soon as practicable, but in no event later than 30 days, after such Change of Control.  The amounts referred to Section 6(e)(ii) and (iii) shall be payable in a lump sum at such time as is contemplated by such Sections “

Any references to “Section 6(k)” in the Agreement are hereby corrected to refer to “Section 6(j)”

8.              A new Section 6(k) of the Agreement is hereby added as follows:

“(k)          Special Payment and Equity Acceleration.  Without limiting the payments or benefits contemplated by the other provisions of this Section 6:

(i)             Executive shall become entitled to a one-time sum equal to $1,500,000 upon the earliest to occur of (A) Executive’s death, (B) Executive’s separation of service due to termination by the Company without Cause pursuant to Section 5(c) or in the event of Executive’s Total Disability pursuant to Section 5(a), or termination by Executive for Good Reason pursuant to Section 5(d), and (C) provided Executive’s employment by the Company has not been terminated for Cause pursuant to Section 5(b) on or prior to December 31, 2012, December 31, 2012; provided , however , that, in the case of clause (B) above, such payment shall not be payable until six (6) months plus one day following the date of such termination.

(ii)            Upon the termination of Executive’s employment under this Agreement for any reason other than termination of Executive’s employment by the Company for Cause pursuant to Section 5(b), except as provided in Section 7.6, (A) stock options held by Executive as of the date of such termination, if not then vested and exercisable, shall become fully vested and exercisable as of such date and, in other respects, all such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted, and (B) all deferred stock, restricted stock units and other equity-based awards held by Executive as of the date of such termination, if not then vested, will become fully vested and non-forfeitable, and all restrictions and conditions with respect to such awards shall lapse, and all such awards and arrangements will be settled as of such date without regard to any stated period of deferral or other restrictions or conditions remaining in respect of such awards; provided ,

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however , if necessary to comply with Section 409A(a)(2)(B)(i) of the Code, and applicable administrative guidance and regulations, such settlement shall be made on the date that is six (6) months plus one day following the date of any such termination.”

9.              Section 7.6 of the Agreement is hereby amended and restated in its entirety as set forth below:

“7.6          Forfeiture of Outstanding Equity Awards; Clawback.  The provisions of Section 6 hereof notwithstanding, if a court of competent jurisdiction or an arbitrator determines that Executive willfully and materially failed to comply with any restrictive covenant under Section 7.1(a) (other than the first sentence thereof), 7.1(b), 7.2 (other than the first sentence of Section 7.2(a)), 7.3, 7.4 or 7.8 hereof and, if curable, failed to cure such non-compliance within 30 days of the date notice of such non-compliance is delivered to Executive by the Company, all options to purchase common stock, restricted stock units and other equity-based awards (including the equity incentive compensation contemplated by Section 3(c)) granted by the Company (whether granted prior to, contemporaneous with, or subsequent to this Agreement) and held by Executive or a transferee of Executive shall be immediately forfeited and cancelled; provided , however , that Executive’s ability to exercise such options and the vesting of such restricted stock units or other equity-based awards shall be suspended during the pendency of such court or arbitration proceeding.  Executive acknowledges and agrees that, notwithstanding anything contained in this Agreement or any other agreement, plan or program, any incentive-based compensation or benefits contemplated under this Agreement (including Incentive Compensation and equity-based awards) shall be subject to recovery by the Company under any compensation recovery or “clawback” policy, generally applicable to senior executives of the Company, that the Company may adopt from time to time, including without limitation any policy which the Company may be required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Company’s common stock may be listed.”

10.            Executive shall be entitled to a one-time sum equal to $1,700,000 within ten (10) business days following the date hereof (subject to such deductions or amounts to be withheld as required by applicable law and regulations or as may be agreed to by Executive).

11.            Upon execution of this Amendment, Executive will resign from the boards of the entities set forth in Exhibit B attached hereto. Executive acknowledges and agrees that the modification of his title and responsibilities as contemplated hereby constitutes his waiver and release of any claim that such modification or any other amendments set forth herein constitute “Good Reason” (as defined in Section 5(e) of the Agreement).  Except for any payments or benefits Executive has accrued or vested in pursuant to Executive’s participation in the Company’s 401(k) Plan, deferred compensation plan or employee stock purchase plan, which payments or benefits shall be subject to the terms and conditions set forth in such plans, and except for any Incentive Compensation to which Executive may become entitled in respect of 2010, Executive acknowledges and agrees that he has received all salary, incentive compensation, severance or similar payments, equity-based awards, other compensation and benefits to which he may have been entitled to from the Company or any of its subsidiaries as of the date hereof, including under any agreement or bonus, incentive compensation, other compensation or benefit plan or arrangement maintained by the Company or any of its subsidiaries (including the Agreement), and Executive acknowledges and agrees that he is entitled to no other compensation or benefits from the Company or any of its subsidiaries of any kind or nature whatsoever in respect of periods prior to the date hereof.

12.            The Company makes no representations or warranties regarding the tax implications of

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the compensation and benefits to be paid to Executive under the Agreement (including this Amendment), including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and applicable administrative guidance and regulations (“Section 409A”).  Section 409A governs plans and arrangements that provide “nonqualified deferred compensation” (as defined under the Code) which may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements.  It is the intention of the parties that payments under the Agreement (including this Amendment) be interpreted to be exempt from or in compliance with Section 409A and accordingly, to the maximum extent permitted, the Agreement (including this Amendment) shall be interpreted to be exempt from or in compliance with Section 409A.  To the extent any payments of money or other benefits due to Executive under the Agreement (including this Amendment) could cause the application of an acceleration or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payments or other benefits shall be restructured, to the extent possible, in a manner determined by the Company that does not cause such acceleration or additional tax.  All references in the Agreement (including this Amendment) to Executive’s termination of employment shall mean his separation from service within the meaning of Section 409A. Payments pursuant to Section 6 of the Agreement (as amended by this Amendment), if any, shall be payable in accordance with the payment details described in Section 6 of the Agreement (as amended by this Amendment); provided , however , that if necessary to comply with Section 409A, and if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A, such payments shall be made as follows: (i) no payments shall be made for a six-months period following the date of termination, (ii) an amount equal to the aggregate sum that would have been otherwise payable during the initial six-months period shall be paid in a lump sum six (6) months plus one (1) day following the date of termination, and (iii) during the period beginning six months following the date of termination through the remainder of the termination payments period as detailed in Section 6 of the Agreement (as amended by this Amendment), payments of the remaining amount (if any) shall be payable in equal installments in accordance with the Company’s standard payroll practices. In addition, notwithstanding any other provision with respect to the timing of payments under the Agreement (including this Amendment), if necessary to comply with Section 409A, amounts payable following termination of employment in a lump sum shall instead be paid six (6) months plus one (1) day following the date of termination.  With respect to any reimbursements under the Agreement (including this Amendment), such reimbursement shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred by Executive.  The amount of any expenses eligible for reimbursement or the amount of any in-kind benefits provided, as the case may be, under the Agreement (including this Amendment) during any calendar year shall not affect the amount of expenses eligible for reimbursement or the amount of any in-kind benefits provided during any other calendar year.  The right to reimbursement or to any in-kind benefit pursuant to the Agreement (including this Amendment) shall not be subject to liquidation or exchange for any other benefit.  For the avoidance of doubt, any payment due under the Agreement (including this Amendment) within a period following Executive’s termination of employment, death, Total Disability or other event shall be made on a date during such period as determined by the Company in its sole discretion.  Each payment made under the Agreement (including this Amendment) shall be designated as a “separate payment” within the meaning of Section 409A of the Code.

13.            Except as set forth in this Amendment, all terms and conditions of the Agreement shall remain unchanged and in full force and effect in accordance with their terms.  All references to the “Agreement” in the Agreement shall refer to the Agreement as amended by this Amendment.

14.            This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy or electronic transmission

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shall be effective as delivery of a manually executed counterpart of this Amendment.

[ rest of page intentionally left blank ]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed on its behalf as of the date first above written.

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Exhibit 10.3

Employment Agreement

This Employment Agreement (the “ Agreement ”) is made as of November 29, 2010, by and between Scientific Games Corporation, a Delaware corporation (the “ Company ”), and David L. Kennedy (“ Executive ”).

NOW, THEREFORE, in consideration of the premises and mutual benefits to be derived herefrom and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Company and Executive, the parties hereto agree as follows.

1.                     Employment; Term .  The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, in accordance with and subject to the terms and conditions set forth in this Agreement.  This term of employment of Executive under this Agreement (the “ Term ”) shall be the period commencing on the date hereof and ending on December 31, 2013, subject to earlier termination in accordance with Section 4 hereof.

2.                     Position and Duties .   During the Term, Executive will serve as Executive Vice Chairman of the Company and, subject to annual nomination by the Board of Directors of the Company (the “ Board ”) and election by the Company’s stockholders, the Board and as an officer or director of any subsidiary or affiliate of the Company if elected to any such position by the stockholders or by the board of directors of any such subsidiary or affiliate, as the case may be.  In such capacities, Executive shall perform such duties and shall have such responsibilities as are normally associated with such positions, including without limitation primary responsibility for overseeing the operational and financial performance of the Company and managing with and as directed by the Chief Executive Officer of the Company the Company’s business unit leaders, and as otherwise may be assigned to Executive from time to time by the Chief Executive Officer of the Company or upon the authority of the Board.  Unless otherwise determined by the Board, Executive will report to the Chief Executive Officer of the Company.  Subject to Section 4(e) hereof, Executive’s functions, duties and responsibilities are subject to reasonable changes as the Company may in good faith determine from time to time.  Executive hereby agrees to accept such employment and to serve the Company and its subsidiaries and affiliates to the best of Executive’s ability in such capacities, devoting substantially all of Executive’s business time to such employment; provided , however , that Executive shall be entitled to devote reasonable time to (i) manage his personal investments and otherwise attend to personal affairs, including family financial and legal affairs, (ii) teach, lecture or perform other public-service activities, and (iii) serve on the boards of directors of up to three public corporations or other entities with the approval of the Company (it being understood that Executive’s service as Vice Chairman and executive officer of, and a member of the boards of directors of, Revlon Inc. and Revlon Consumer Products Corp. is hereby approved), each in a manner that does not materially conflict or unreasonably interfere with his responsibilities hereunder. Unless otherwise determined by the Board, Executive will work from the Company’s offices in Alpharetta, Georgia.

3.                     Compensation .

(a)                                   Base Salary .   During the Term, Executive will receive a base salary of one million U.S. Dollars (US$1,000,000) per annum (pro-rated for any partial year), payable in accordance with the Company’s regular payroll practices and subject to such deductions or amounts to be withheld as required by applicable law and regulations or as may be agreed to by Executive.  In the event that the Company, in its sole discretion, from time to time determines to increase Executive’s base salary, such increased amount shall, from and after the effective date of such increase, constitute the “ base salary ” of Executive for purposes of this Agreement.

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(b)                                  Incentive Compensation .  Executive shall have the opportunity annually to earn incentive compensation in amounts determined by the Compensation Committee of the Board (the “ Compensation Committee ”) in accordance with the applicable incentive compensation plan of the Company as in effect from time to time (“ Incentive Compensation ”).  Under such plan, Executive shall have the opportunity annually (beginning with respect to the 2011 performance period) to earn up to 100% of Executive’s base salary as Incentive Compensation at “target opportunity” (“ Target Bonus ”) and up to 200% of Executive’s base salary as Incentive Compensation at “maximum opportunity” on the terms and subject to the conditions of such plan (any such Incentive Compensation to be subject to such deductions or amounts to be withheld as required by applicable law and regulations or as may be agreed to by Executive).

(c)                                   Eligibility for Annual Equity Awards .   Executive shall be eligible to receive an annual grant of stock options, restricted stock units or other equity awards with a value up to 155% of Executive’s base salary in the sole discretion of the Compensation Committee and in accordance with the applicable plans and programs for senior executives of the Company and subject to the Company’s right to at any time amend or terminate any such plan or program, so long as any such change does not adversely affect any accrued or vested interest of Executive under any such plan or program.

(d)                                  Expense Reimbursement .  Subject to Section 3(f) hereof, the Company shall reimburse Executive for all reasonable and necessary travel, business entertainment and other business expenses incurred by Executive in connection with the performance of Executive’s duties under this Agreement, on a timely basis upon timely submission by Executive of vouchers therefor in accordance with the Company’s standard procedures.

(e)                                   Health and Welfare Benefits .  Executive has advised the Company that he receives certain benefits from a former employer.  Accordingly, Executive will not participate in any medical insurance, group health, disability, life insurance, accidental death and dismemberment insurance, or other retirement plan or program that is made available to employees by the Company.  However, Executive shall be entitled to participate, without discrimination or duplication, in any 401(k), deferred compensation or stock ownership plan or program that is made generally available by the Company to other senior executives in accordance with the terms of such plans and programs and subject to the Company’s right to at any time amend or terminate any such plan or program.  Executive shall be entitled to four (4) weeks of paid vacation per annum, holidays consistent with the Company’s policies, and any other time off in accordance with the Company’s policies in effect from time to time.

(f)                                     Taxes and Internal Revenue Code 409A .  Payment of all compensation and benefits to Executive specified in this Section 3 and in Section 4 of this Agreement shall be subject to all legally required and customary withholdings.  The Company makes no representations regarding the tax implications of the compensation and benefits to be paid to Executive under this Agreement, including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and applicable administrative guidance and regulations (“ Section 409A ”).  Section 409A governs plans and arrangements that provide “nonqualified deferred compensation” (as defined under the Code) which may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements.  The Company reserves the right to provide compensation and benefits under any plan or arrangement in amounts, at times and in a manner that minimizes taxes, interest or penalties as a result of Section 409A.  In addition, in the event any benefits or amounts paid hereunder are deemed to be subject to Section 409A, including payments under Section 4 of this Agreement, Executive consents to the Company adopting such conforming amendments as the Company deems necessary, in its reasonable discretion, to comply with Section 409A (including, but not limited to, delaying payment until six (6) months following termination of employment).  Notwithstanding anything herein to the contrary, if (i) at the time of Executive’s “separation from service” (as defined in Treas. Reg.

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Section 1.409A-1(h)) with the Company other than as a result of Executive’s death, (ii) Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Code), (iii) one or more of the payments or benefits received or to be received by Executive pursuant to this Agreement would constitute deferred compensation subject to Section 409A, and (iv) the deferral of the commencement of any such payments or benefits otherwise payable hereunder as a result of such separation of service is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder to the extent necessary (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six (6) months following Executive’s separation from service with the Company (or the earliest date as is permitted under Section 409A).  Any remaining payments or benefits shall be made as otherwise scheduled hereunder.  Furthermore, to the extent any payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payments or other benefits shall be restructured, to the extent possible, in a manner determined by the Company that does not cause such an accelerated or additional tax.  To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute deferred compensation under Section 409A, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv).  Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A.

4.                                        Termination of Employment .  Executive’s employment may be terminated at any time prior to the end of the Term under the terms described in this Section 4.

(a)                                   Termination by Executive for Other than Good Reason .   Executive may terminate Executive’s employment hereunder for any reason or no reason upon 60 days’ prior written notice to the Company referring to this Section 4(a); provided , however , that a termination by Executive for “Good Reason” (as defined below) shall not constitute a termination by Executive for other than Good Reason pursuant to this Section 4(a).  In the event Executive terminates Executive’s employment for other than Good Reason, Executive shall be entitled only to the following compensation and benefits (collectively, the “ Standard Termination Payments ”):

(i)                            any accrued but unpaid base salary for services rendered by Executive to the date of such termination, payable in accordance with the Company’s regular payroll practices and subject to such deductions or amounts to be withheld as required by applicable law and regulations or as may be agreed to by Executive;

(ii)                         all vested non-forfeitable amounts owing or accrued at the date of such termination under benefit plans, programs and arrangements set forth or referred to in Section 3(e) hereof in which Executive theretofore participated will be paid under the terms and conditions of such plans, programs, and arrangements (and agreements and documents thereunder);

(iii)                      except as provided in Section 5.6 hereof, all stock options, restricted stock units and other equity-based awards will be governed by the terms of the plans and programs under which such options, restricted stock units or other awards were granted; and

(iv)                     reasonable business expenses and disbursements incurred by Executive prior to such termination will be reimbursed in accordance with Section 3(d) hereof.

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(b)                                  Termination By Reason of Death .   If Executive dies during the Term, the last beneficiary designated by Executive by written notice to the Company (or, in the absence of such designation, Executive’s estate) shall be entitled to the following compensation and benefits:

(i)                                      the Standard Termination Payments; and

(ii)                                   a lump sum payment equal to Executive’s annual base salary, payable within 30 days of death.

(c)                                   Termination By Reason of Total Disability .  The Company may terminate Executive’s employment in the event of Executive’s “Total Disability.”  For purposes of this Agreement, “ Total Disability ” shall mean Executive’s (1) becoming eligible to receive benefits under any long-term disability insurance program of the Company or (2) failure to perform the duties and responsibilities contemplated under this Agreement for a period of more than 180 days during any consecutive 12-month period due to physical or mental incapacity or impairment.  In the event that Executive’s employment is terminated by the Company by reason of Total Disability, the Company shall pay the following amounts, and make the following other benefits available, to Executive:

(i)                                      the Standard Termination Payments;

(ii)                                   an amount equal to the sum of (A) Executive’s annual base salary and (B) Executive’s “Severance Bonus Amount” (as defined below), payable over a period of twelve (12) months after such termination in accordance with Section 4(f) of this Agreement; provided such amount shall be reduced by any disability payments provided to Executive as a result of any disability plan sponsored or maintained by the Company or its affiliates providing benefits to Executive.  For purposes of this Agreement, “ Severance Bonus Amount ” shall mean an amount equal to the highest annual Incentive Compensation paid to Executive in respect of the two (2) most recent fiscal years of the Company but not more than Executive’s Target Bonus for the-then current fiscal year (provided if Executive was not employed by the Company during the prior fiscal year, the Severance Bonus Amount shall be Executive’s Target Bonus for the then current fiscal year); and

(iii)                                no later than March 15 following the end of the year in which such termination occurs, in lieu of any Incentive Compensation for the year in which such termination occurs, payment of an amount equal to (A) the Incentive Compensation which would have been payable to Executive had Executive remained in employment with the Company during the entire year in which such termination occurred, multiplied by (B) a fraction the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs.

(d)                                  Termination by the Company for Cause .   The Company may terminate the employment of Executive at any time for “Cause.”  For purposes of this Agreement, “ Cause ” shall mean: (i) gross neglect by Executive of Executive’s duties hereunder; (ii) Executive’s conviction (including conviction on a nolo contendere plea) of a felony or any non-felony crime or offense involving the property of the Company or any of its subsidiaries or affiliates or evidencing moral turpitude; (iii) willful misconduct by Executive in connection with the performance of Executive’s duties hereunder; (iv) intentional breach by Executive of any material provision of this Agreement; (v) material violation by Executive of a material provision of the Company’s Code of Conduct; or (vi) any other willful or grossly negligent conduct of Executive that would make the continued employment of Executive by the Company materially prejudicial to the best interests of the Company.  In the event Executive’s employment is terminated for “Cause,” Executive shall not be entitled to receive any compensation or benefits under this

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Agreement except for the Standard Termination Payments.  For purposes of this Agreement, an act or failure to act on Executive’s part shall be considered “willful” if it was done or omitted to be done by Executive knowingly, purposefully and not in good faith.

(e)                                   Termination by the Company without Cause or by Executive for Good Reason .   The Company may terminate Executive’s employment at any time without Cause, for any reason or no reason, and Executive may terminate Executive’s employment for “Good Reason.”  For purposes of this Agreement “ Good Reason ” shall mean that, without Executive’s prior written consent, any of the following shall have occurred:  (i) a material change, adverse to Executive, in Executive’s positions, titles, offices, or duties as provided in Section 2 hereof, except, in such case, in connection with the termination of Executive’s employment for Cause or due to Total Disability, death or expiration of the Term; (ii) an assignment of any significant duties to Executive which are materially inconsistent with Executive’s positions or offices held under Section 2 hereof; (iii) a material decrease in base salary or material decrease in Executive’s incentive compensation opportunities provided under this Agreement; (iv) change the location of Executive’s office from the existing location in Alpharetta, Georgia to a place not within forty (40) miles of the existing location in Alpharetta, Georgia; (v) any other material failure by the Company to perform any material obligation under, or material breach by the Company of any material provision of, this Agreement; provided , however , that a termination by Executive for Good Reason under any of clauses (i) through (v) of this Section 4(e) shall not be considered effective unless Executive shall have provided the Company with written notice of the specific reasons for such termination within thirty (30) days after he has knowledge of the event or circumstance constituting Good Reason and the Company shall have failed to cure the event or condition allegedly constituting Good Reason within thirty (30) days after such notice has been given to the Company.  In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in the event of a termination pursuant to Section 4(a), (b), (c) or (d) hereof or due to the expiration of the Term), the Company shall pay the following amounts, and make the following other benefits available, to Executive.

(i)                                      the Standard Termination Payments;

(ii)                                   an amount equal to (A) two (2) multiplied by (B) the sum of (1) Executive’s annual base salary and (2) Executive’s Severance Bonus Amount, such amount payable over a period of twenty-four (24) months after such termination in accordance with Section 4(f) of this Agreement;

(iii)                                no later than March 15 following the end of the year in which such termination occurs, in lieu of any Incentive Compensation for the year in which such termination occurs, payment of an amount equal to (A) the Incentive Compensation which would have been payable to Executive had Executive remained in employment with the Company during the entire year in which such termination occurred, multiplied by (B) a fraction the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs; and

(iv)                               subject to Section 5.6 hereof and except to the extent otherwise provided at the time of grant under the terms of any equity award made to Executive, all stock options, restricted stock units and other equity-based awards held by Executive at such termination will become fully 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.

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(f)                                     Timing of Certain Payments under Section 4 .   Payments pursuant to Sections 4(c)(ii) and 4(e)(ii), if any, shall be payable in equal installments in accordance with the Company’s standard payroll practices over the applicable period of months contemplated by such Sections following the date of termination (subject to such deductions or amounts to be withheld as required by applicable law and regulations); provided , however , that if and to the extent necessary to prevent any acceleration or additional tax under Section 409A, such payments shall be made as follows:  (i) no payments shall be made for a six-month period following the date of Executive’s separation of service (as defined in Section 409A(a)(2)(B)(i) of the Code) with the Company; (ii) an amount equal to the aggregate sum that would have been otherwise payable during the initial six-month period shall be paid in a lump sum six (6) months following the date of Executive’s separation of service with the Company (subject to such deductions or amounts to be withheld as required by applicable law and regulations); and (iii) during the period beginning six (6) months following Executive’s separation of service with the Company through the remainder of the applicable period, payment of the remaining amount due shall be payable in equal installments in accordance with the Company’s standard payroll practices (subject to such deductions or amounts to be withheld as required by applicable law and regulations).  In addition, notwithstanding any other provision with respect to the timing of payments under this Agreement, if and to the extent necessary to comply with Section 409A, amounts payable following termination of employment in a lump sum, including pursuant to Sections 4(c)(iii) and 4(e)(iii) of this Agreement, shall instead be paid six (6) months following the date of Executive’s separation of service (subject to such deductions or amounts to be withheld as required by applicable law and regulations).

(g)                                  No Obligation to Mitigate .   Executive shall have no obligation to mitigate damages pursuant to this Section 4, but shall be obligated to promptly advise the Company regarding obtaining other employment providing health insurance benefits with respect to services provided to another employer during any period of continued payments pursuant to this Section 4.  The Company’s obligation to make continued insurance payments to or on behalf of Executive shall be reduced by any insurance coverage obtained by Executive during the severance period through employment by another entity (without regard to when such coverage is paid).

(h)                                  Set-Off .  To the fullest extent permitted by law and provided an acceleration of income or the imposition of an additional tax under Section 409A would not result, any amounts otherwise due to Executive hereunder (including, without limitation, any payments pursuant to this Section 4) shall be subject to set-off with respect to any amounts Executive otherwise owes the Company or any subsidiary or affiliate thereof.

(i)                                      No Other Benefits or Compensation .   Except as may be provided under this Agreement, under any other written agreement between Executive and the Company, or under the terms of any plan or policy applicable to Executive, Executive shall have no right to receive any other compensation from the Company, or to participate in any other plan, arrangement or benefit provided by the Company, with respect to any future period after such termination or resignation.

(j)                                      Release of Employment Claims; Compliance with Section 5 .  Executive agrees, as a condition to receipt of any termination payments and benefits provided for in this Section 4 (other than the Standard Termination Payments), that Executive will execute a general release agreement, in a form reasonably satisfactory to the Company, releasing any and all claims arising out of Executive’s employment (other than enforcement of this Agreement).  The Company shall provide Executive with the proposed form of release referred to in the immediately preceding sentence no later than two (2) days following the date of termination.  Executive shall have 21 days to consider the release and, if he executes the release, shall have seven (7) days after execution of the release to revoke the release, and, absent such revocation, the release shall become binding.  Provided Executive does not revoke the release, payments contingent on the release (if any) shall be paid no earlier than eight (8) days after execution thereof in

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accordance with the applicable provisions herein.  The Company’s obligation to make any termination payments and benefits provided for in this Section 4 (other than the Standard Termination Payments) shall immediately cease if Executive willfully and materially breaches Section 5.1, 5.2, 5.3, 5.4, or 5.8 hereof.

5.                                        Noncompetition; Non-solicitation; Nondisclosure; etc .

5.1 Noncompetition; Non-solicitation .

(a)                                   Executive acknowledges the highly competitive nature of the Company’s business and that access to the Company’s confidential records and proprietary information renders Executive special and unique within the Company’s industry. In consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, Sections 3 and 4 hereof), Executive agrees that during the Term (including any extensions thereof) and during the Covered Time (as defined in Section 5.1(e) hereof), Executive, alone or with others, will not, directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business. For purposes of this Section 5, “ Competing Business ” shall mean any business: (i) involving design and production of instant lottery tickets and the management of related marketing and distribution programs; manufacture, sale, operation or management of on-line lottery systems (Lotto-type games), video gaming, including fixed odds or server-based betting terminals and video lottery terminals; development and commercialization of licensed and other proprietary game entertainment for all lottery product channels; provision of wagering (whether pari-mutuel (pooled) or otherwise) or venue management services for racetracks and off-track betting facilities; production of prepaid cellular phone cards; or any other business in which the Company or its affiliates is then or was within the previous eighteen (18) months engaged or in which the Company, to Executive’s knowledge, intends to engage during the Term or the Covered Time; (ii) in which Executive was engaged or involved (whether in an executive or supervisory capacity or otherwise) on behalf of the Company or with respect to which Executive has obtained proprietary or confidential information; and (iii) which was conducted anywhere in the United States or in any other geographic area in which such business was conducted or planned to be conducted by the Company.  Nothing in this Section 5 is intended to preclude the unknowing ownership or trading of securities in a competing business through a mutual fund by Executive.  Moreover, the acquisition of up to 2% of the outstanding equity, debt securities, or other equity interests or any person, corporation, partnership, or other business entity for passive investment purposes shall not, in and of itself, be construed as engaging in a Competing Business.

(b)                                  In further consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, Sections 3 and 4 hereof), Executive agrees that, during the Term (including any extensions thereof) and during the Covered Time, Executive shall not, directly or indirectly:  (i) solicit or attempt to induce any of the employees, agents, consultants or representatives of the Company to terminate his, her, or its relationship with the Company; (ii) solicit or attempt to induce any of the employees, agents, consultants or representatives of the Company to become employees, agents, consultants or representatives of any other person or entity; (iii) solicit or attempt to induce any customer, vendor or distributor of the Company to curtail or cancel any business with the Company; or (iv) hire any person who, to Executive’s actual knowledge, is, or was within 180 days prior to such hiring, an employee of the Company.

(c)                                   During the Term (including any extensions thereof) and during the Covered Time, Executive agrees that upon the earlier of Executive’s (i) negotiating with any Competitor (as defined below) concerning the possible employment of Executive by the Competitor, (ii) responding to (other than for the purpose of declining) an offer of employment from a Competitor, or (iii) becoming employed by a Competitor, (A) Executive will provide copies of Section 5 of this Agreement to the Competitor, and

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(B) in the case of any circumstance described in (iii) above occurring during the Covered Time, and in the case of any circumstance described in (i) or (ii) above occurring during the Term or during the Covered Time, Executive will promptly provide notice to the Company of such circumstances.  Executive further agrees that the Company may provide notice to a Competitor of Executive’s obligations under this Agreement. For purposes of this Agreement, “ Competitor ” shall mean any person or entity (other than the Company, its subsidiaries or affiliates) that engages, directly or indirectly, in the United States in any Competing Business.

(d)                                  Executive understands that the restrictions in this Section 5.1 may limit Executive’s ability to earn a livelihood in a business similar to the business of the Company but nevertheless agrees and acknowledges that the consideration provided under this Agreement (including, without limitation, Sections 3 and 4 hereof) is sufficient to justify such restrictions. In consideration thereof and in light of Executive’s education, skills and abilities, Executive agrees that Executive will not assert in any forum that such restrictions prevent Executive from earning a living or otherwise should be held void or unenforceable.

(e)                                   For purposes of this Section 5.1, “ Covered Time ” shall mean the period beginning on the date of termination of Executive’s employment (the “ Date of Termination ”) and ending eighteen (18) months after the Date of Termination.

5.2        Proprietary Information; Inventions.

(a)                                   Executive acknowledges that, during the course of Executive’s employment with the Company, Executive necessarily will have (and during any employment by, or affiliation with, the Company prior to the Term has had) access to and make use of proprietary information and confidential records of the Company.  Executive covenants that Executive shall not during the Term or at any time thereafter, directly or indirectly, use for Executive’s own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose to any person or entity, any such proprietary information, unless and to the extent such disclosure has been authorized in writing by the Company or is otherwise required by law.  The term “ proprietary information ” means:  (i) the software products, programs, applications, and processes utilized by the Company; (ii) the name and/or address of any customer or vendor of the Company or any information concerning the transactions or relations of any customer or vendor of the Company with the Company; (iii) any information concerning any product, technology, or procedure employed by the Company but not generally known to its customers or vendors or competitors, or under development by or being tested by the Company but not at the time offered generally to customers or vendors; (iv) any information relating to the Company’s computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans; (v) any information identified as confidential or proprietary in any line of business engaged in by the Company; (vi) any information that, to Executive’s actual knowledge, the Company ordinarily maintains as confidential or proprietary; (vii) any business plans, budgets, advertising or marketing plans; (viii) any information contained in any of the Company’s written or oral policies and procedures or manuals; (ix) any information belonging to customers, vendors or any other person or entity which the Company, to Executive’s actual knowledge, has agreed to hold in confidence; and (x) all written, graphic, electronic data and other material containing any of the foregoing. Executive acknowledges that information that is not novel or copyrighted or patented may nonetheless be proprietary information.  The term “proprietary information” shall not include information generally known or available to the public or generally known or available to the industry or information that becomes available to Executive on an unrestricted, non-confidential basis from a source other than the Company or its directors, officers, Executives, or agents (without breach of any obligation of confidentiality of which Executive has actual knowledge at the time of the relevant disclosure by Executive).  Notwithstanding the foregoing and Section 5.3 hereof, Executive may disclose

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or use proprietary information or confidential records solely to the extent (A) such disclosure or use may be required or appropriate in the performance of his duties as a director or employee of the Company, (B) required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information (provided that in such case Executive shall first give the Company prompt written notice of any such legal requirement, disclose no more information than is so required and cooperate fully with all efforts by the Company to obtain a protective order or similar confidentiality treatment for such information), (C) such information or records becomes generally known to the public or trade without his violation of this Agreement, or (D) disclosed to Executive’s spouse, attorney and/or his personal tax and financial advisors to the extent reasonably necessary to advance Executive’s tax, financial and other personal planning (each an “ Exempt Person ”); provided , however , that any disclosure or use of any proprietary information or confidential records by an Exempt Person shall be deemed to be a breach of this Section 5.2 or Section 5.3 by Executive.

(b)                                  Executive agrees that all processes, technologies and inventions (collectively, “ Inventions ”), including new contributions, improvements, ideas and discoveries, whether patentable or not, conceived, developed, invented or made by Executive during the Term (and during any employment by, or affiliation with, the Company prior to the Term) shall belong to the Company, provided that such Inventions grew out of Executive’s work with the Company or any of its subsidiaries or affiliates, are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates or are conceived or made on the Company’s time or with the use of the Company’s facilities or materials. Executive shall further:  (i) promptly disclose such Inventions to the Company; (ii) assign to the Company, without additional compensation, all patent and other rights to such Inventions for the United States and foreign countries; (iii) sign all papers necessary to carry out the foregoing; and (iv) give testimony in support of Executive’s inventorship.  If any Invention is described in a patent application or is disclosed to third parties, directly or indirectly, by Executive within two (2) years after the termination of Executive’s employment with the Company, it is to be presumed that the Invention was conceived or made during the Term.  Executive agrees that Executive will not assert any rights to any Invention as having been made or acquired by Executive prior to the date of this Agreement, except for Inventions, if any, disclosed in Exhibit A to this Agreement.

5.3  Confidentiality and Surrender of Records .  Executive shall not, during the Term or at any time thereafter (irrespective of the circumstances under which Executive’s employment by the Company terminates), except to the extent required by law, directly or indirectly publish, make known or in any fashion disclose any confidential records to, or permit any inspection or copying of confidential records by, any person or entity other than in the course of such person’s or entity’s employment or retention by the Company, nor shall Executive retain, and will deliver promptly to the Company, any of the same following termination of Executive’s employment hereunder for any reason or upon request by the Company.  For purposes hereof, “ confidential records ” means those portions of correspondence, memoranda, files, manuals, books, lists, financial, operating or marketing records, magnetic tape, or electronic or other media or equipment of any kind in Executive’s possession or under Executive’s control or accessible to Executive which contain any proprietary information.  All confidential records shall be and remain the sole property of the Company during the Term and thereafter.

5.4  Non-disparagement .   Executive shall not, during the Term and thereafter, disparage in any material respect the Company, any affiliate of the Company, any of their respective businesses, any of their respective officers, directors or employees, or the reputation of any of the foregoing persons or entities.  Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive from making truthful statements that are required by applicable law, regulation or legal process.

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5.5 No Other Obligations .  Executive represents that Executive is not precluded or limited in Executive’s ability to undertake or perform the duties described herein by any contract, agreement or restrictive covenant.  Executive covenants that Executive shall not employ the trade secrets or proprietary information of any other person in connection with Executive’s employment by the Company without such person’s authorization.

5.6 Forfeiture of Outstanding Equity Awards; “Clawback” Policies .  The provisions of Section 4 hereof notwithstanding, if Executive willfully and materially fails to comply with Section 5.1, 5.2, 5.3, 5.4, or 5.8 hereof, all options to purchase common stock, restricted stock units and other equity-based awards granted by the Company (whether prior to, contemporaneous with, or subsequent to the date hereof) and held by Executive or a transferee of Executive shall be immediately forfeited and cancelled.  Executive acknowledges and agrees that, notwithstanding anything contained in this Agreement or any other agreement, plan or program, any incentive-based compensation or benefits contemplated under this Agreement (including Incentive Compensation and equity-based awards) shall be subject to recovery by the Company under any compensation recovery or “clawback” policy, generally applicable to senior executives of the Company, that the Company may adopt from time to time, including without limitation any policy which the Company may be required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Company’s common stock may be listed.

5.7 Enforcement .   Executive acknowledges and agrees that, by virtue of Executive’s position, services and access to and use of confidential records and proprietary information, any violation by Executive of any of the undertakings contained in this Section 5 would cause the Company immediate, substantial and irreparable injury for which it has no adequate remedy at law.  Accordingly, Executive agrees and consents to the entry of an injunction or other equitable relief by a court of competent jurisdiction restraining any violation or threatened violation of any undertaking contained in this Section 5.  Executive waives posting of any bond otherwise necessary to secure such injunction or other equitable relief.  Rights and remedies provided for in this Section 5 are cumulative and shall be in addition to rights and remedies otherwise available to the parties hereunder or under any other agreement or applicable law.

5.8 Cooperation with Regard to Litigation .   Executive agrees to cooperate reasonably with the Company, during the Term and thereafter (including following Executive’s termination of employment for any reason), by being available to testify on behalf of the Company in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative.  In addition, except to the extent that Executive has or intends to assert in good faith an interest or position adverse to or inconsistent with the interest or position of the Company, Executive agrees to cooperate reasonably with the Company, during the Term and thereafter (including following Executive’s termination of employment for any reason), to assist the Company in any such action, suit, or proceeding by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, in each case, as reasonably requested by the Company.  The Company agrees to pay (or reimburse, if already paid by Executive) all reasonable expenses actually incurred in connection with Executive’s cooperation and assistance including, without limitation, reasonable fees and disbursements of counsel, if any, chosen by Executive if Executive reasonably determines in good faith, on the advice of counsel, that the Company’s counsel may not ethically represent Executive in connection with such action, suit or proceeding due to actual or potential conflicts of interests.

5.9 Survival .   The provisions of this Section 5 shall survive the termination of the Term and any termination or expiration of this Agreement.

5.10 Company .   For purposes of this Section 5, references to the “ Company ” shall

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include the Company and each subsidiary and/or affiliate of the Company.

6.                                        Code of Conduct .  Executive acknowledges that he has read the Company’s Code of Conduct and agrees to abide by such Code, as amended or supplemented from time to time, and other policies applicable to employees and executives of the Company.

7.                                        Indemnification .  The Company shall indemnify Executive to the full extent permitted under the Company’s Certificate of Incorporation or By-Laws and pursuant to any other agreements or policies in effect from time to time in connection with any action, suit or proceeding to which Executive may be made a party by reason of Executive being an officer, director or employee of the Company or of any subsidiary or affiliate of the Company.

8.                                        Assignability; Binding Effect .  Neither this Agreement nor the rights or obligations hereunder of the parties hereto shall be transferable or assignable by Executive, except in accordance with the laws of descent and distribution and as specified below.  The Company may assign this Agreement and the Company’s rights and obligations hereunder, and shall assign this Agreement and such rights and obligations, to any Successor (as hereinafter defined) which, by operation of law or otherwise, continues to carry on substantially the business of the Company (or a business unit of the Company for which Executive provided services) prior to the event of succession, and the Company shall, as a condition of the succession, require such Successor to agree in writing to assume the Company’s obligations and be bound by this Agreement.  For purposes of this Agreement, “ Successor ” shall mean any person that succeeds to, or has the practical ability to control, the Company’s business directly or indirectly, by merger or consolidation, by purchase or ownership of voting securities of the Company or all or substantially all of its assets.  The Company may also assign this Agreement and the Company’s rights and obligations hereunder to any affiliate of the Company, provided that upon any such assignment the Company shall remain liable for the obligations to Executive hereunder.  This Agreement shall be binding upon and inure to the benefit of Executive, Executive’s heirs, executors, administrators, and beneficiaries, and shall be binding upon and inure to the benefit of the Company and its successors and assigns.

9.                                        Complete Understanding; Amendment; Waiver .  This Agreement constitutes the complete understanding between the parties hereto with respect to the employment of Executive and supersedes all other prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof, and no statement, representation, warranty or covenant has been made by either party hereto with respect thereto except as expressly set forth herein.  Except as contemplated by Section 3(f) hereof, this Agreement shall not be modified, amended or terminated except by a written instrument signed by each of the parties hereto.  Any waiver of any term or provision hereof, or of the application of any such term or provision to any circumstances, shall be in writing signed by the party hereto charged with giving such waiver.  Waiver by either party hereto of any breach hereunder by the other party hereto shall not operate as a waiver of any other breach, whether similar to or different from the breach waived.  No delay by either party hereto in the exercise of any rights or remedies shall operate as a waiver thereof, and no single or partial exercise by either party hereto of any such right or remedy shall preclude other or further exercise thereof.

10.                                  Severability .   If any provision of this Agreement or the application of any such provision to any person or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be enforced to the fullest extent permitted by law.  If any provision of this Agreement, or any part thereof, is held to be invalid or unenforceable because of the scope or duration of or the area covered by such provision, the parties hereto agree that the court making such determination shall reduce the scope, duration and/or area of such provision (and shall

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substitute appropriate provisions for any such invalid or unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law and/or shall delete specific words and phrases, and such modified provision shall then be enforceable and shall be enforced.  The parties hereto recognize that if, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants contained in this Agreement, then that invalid or unenforceable covenant contained in this Agreement shall be deemed eliminated from these provisions to the extent necessary to permit the remaining separate covenants to be enforced.  In the event that any court determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent invalid or unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable.

11.                                  Survivability .  The provisions of this Agreement which by their terms call for performance subsequent to termination of Executive’s employment hereunder, or of this Agreement, shall so survive such termination, whether or not such provisions expressly state that they shall so survive.

12.                                  Governing Law; Arbitration .

(a)                                   Governing Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be wholly performed within that State, without regard to its conflict of laws provisions.

(b)                                  Arbitration .

(i)                                      Executive and the Company agree that, except for claims for workers’ compensation, unemployment compensation, and any other claim that is non-arbitrable under applicable law, final and binding arbitration shall be the exclusive forum for any dispute or controversy between them, including, without limitation, disputes arising under or in connection with this Agreement, Executive’s employment, and/or termination of employment, with the Company; provided , however , that the Company shall be entitled to commence an action in any court of competent jurisdiction for injunctive relief in connection with any alleged actual or threatened violation of any provision of Section 5 hereof.  Judgment may be entered on the arbitrators’ award in any court having jurisdiction.  For purposes of entering such judgment or seeking injunctive relief with regard to Section 5 hereof, the Company and Executive hereby consent to the jurisdiction of any or all of the following courts: (i) the United States District Court for the Southern District of New York; (ii) the Supreme Court of the State of New York, New York County; or (iii) any other court having jurisdiction; provided that damages for any alleged violation of Section 5 hereof, as well as any claim, counterclaim or cross-claim brought by Executive or any third-party in response to, or in connection with any court action commenced by the Company seeking said injunctive relief shall remain exclusively subject to final and binding arbitration as provided for herein.  The Company and Executive hereby waive, to the fullest extent permitted by applicable law, any objection which either may now or hereafter have to such jurisdiction, venue and any defense of inconvenient forum.  Thus, except for the claims carved out above, this Agreement includes all common-law and statutory claims (whether arising under federal state or local law), including, but not limited to, any claim for breach of contract, fraud, fraud in the inducement, unpaid wages, wrongful termination, and gender, age, national origin, sexual orientation, marital status, disability, or any other protected status.

(ii)                                   Any arbitration under this Agreement shall be filed exclusively with, and administered by, the American Arbitration Association in New York, New York before three arbitrators, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association in effect at the time of submission to arbitration.  The

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Company and Executive hereby agree that a judgment upon an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  The Company shall pay all costs uniquely attributable to arbitration, including the administrative fees and costs of the arbitrators.  Each party shall pay that party’s own costs and attorney fees, if any, unless the arbitrators rule otherwise.  Executive understands that he is giving up no substantive rights, and this Agreement simply governs forum.  The arbitrators shall apply the same standards a court would apply to award any damages, attorney fees or costs.  Executive shall not be required to pay any fee or cost that he would not otherwise be required to pay in a court action, unless so ordered by the arbitrators.

(c)                                   WAIVER OF JURY TRIAL .  BY SIGNING THIS AGREEMENT, EXECUTIVE AND THE COMPANY ACKNOWLEDGE THAT THE RIGHT TO A COURT TRIAL AND TRIAL BY JURY IS OF VALUE, AND KNOWINGLY AND VOLUNTARILY WAIVE THAT RIGHT FOR ANY DISPUTE SUBJECT TO THE TERMS OF THIS ARBITRATION PROVISION.

13.                                  Titles and Captions .  All paragraph titles or captions in this Agreement are for convenience only and in no way define, limit, extend or describe the scope or intent of any provision hereof.

14.                                  Joint Drafting .  In recognition of the fact that the parties hereto had an equal opportunity to negotiate the language of, and draft, this Agreement, the parties acknowledge and agree that there is no single drafter of this Agreement and, therefore, the general rule that ambiguities are to be construed against the drafter is, and shall be, inapplicable.  If any language in this Agreement is found or claimed to be ambiguous, each party hereto shall have the same opportunity to present evidence as to the actual intent of the parties hereto with respect to any such ambiguous language without any inference or presumption being drawn against any party hereto.

15.                                  Notices .   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 Scientific Games Corporation, Attn General Counsel, at 750 Lexington Avenue, 25th Floor, New York, NY 10022, (b) to Executive, at the last address shown in the Company’s records, or (c) to such other replacement address as may be designated in writing by the addressee to the addressor.

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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the date above written.

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Exhibit A

Inventions

None

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Exhibit 10.4

Asia-Pacific Business Incentive Compensation Program

Purpose :

The purpose of the Asia-Pacific Business Incentive Compensation Program (this “ Plan ”), is to provide an equitable and competitive compensation opportunity to certain key employees and consultants of Scientific Games Corporation, a Delaware corporation (the “ Company ”), who are involved in the Company’s business in China (and potentially other jurisdictions in the Asia-Pacific region) and to promote the creation of long-term value for the Company’s stockholders by directly linking Plan participants’ compensation under this Plan to the appreciation in value of such business.

Definitions :

“ Asia-Pacific Business ” means, from time to time, the business conducted by the Company or any of its subsidiaries in China and, to the extent designated by the Company, other jurisdictions in the Asia-Pacific region provided, however, that any business conducted in China or, to the extent designated by the Company, any other jurisdiction in the Asia-Pacific region by the Company or any of its Subsidiaries (including any Asia-Pacific Joint Venture Business) that is developed after the date the Committee adopts this Plan ( e.g. , new business in China for Global Draw Limited) shall be included in the definition of Asia-Pacific Business only to the extent that the Committee reasonably determines such business was developed substantially as a result of the efforts of the Participants.  For the avoidance of doubt, as of the date the Committee adopts this Plan, the Company has not designated any jurisdictions in the Asia-Pacific region other than China for purposes of determining the Asia-Pacific Business for purposes of this Plan.

“ Asia-Pacific Business Attributable EBITDA ” means, for any period, (i) the consolidated EBITDA of the Company and its Subsidiaries attributable to the Asia-Pacific Business (excluding the Asia-Pacific Joint Venture Business) for such period and (ii) without duplication, the Company’s (or any of its Subsidiary’s) pro rata share of the EBITDA attributable to the Asia-Pacific Joint Venture Business for such period.  For purposes of this definition, “EBITDA” shall reflect all costs and expenses attributable to the Asia-Pacific Business on a “fully loaded” basis, including, for the avoidance of doubt, all costs and expenses of the Company and its Subsidiaries allocable to the Asia-Pacific Business (including the Asia-Pacific Joint Venture Business), including, without limitation, the compensation and benefits costs of, and consulting or similar payments to, the Participants (including, for the avoidance of doubt, the accrued costs of this Plan).  For the avoidance of doubt, such costs and expenses on a “fully loaded” basis shall include all costs and expenses attributable to the Asia-Pacific Business even if such costs and expenses are included in the profit and loss statement of another ( i.e. , non-Asia-Pacific) business unit of the Company ( e.g. , costs and expenses of Global Draw Limited related to its activities in China).

“ Asia-Pacific Business Liquidity Event ” means (i) an initial public offering on the Hong Kong stock exchange (or other major international stock exchange) of at least 20% of the Asia-Pacific Business (measured by reference to the fully distributed equity value of the Asia-Pacific Business implied by such initial public offering) that is approved by the Board of Directors of the Company or (ii) a strategic investment pursuant to which a Person (other than, for the avoidance of doubt, the Company or a

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Subsidiary thereof or a Joint Venture) acquires at least 20% of the Asia-Pacific Business (measured by reference to the equity value of the Asia-Pacific Business implied by such strategic investment) that is approved by the Board of Directors of the Company.

“ Asia-Pacific Capital Expenditures ” means, for any period, all expenditures by the Company or any of its Subsidiaries (other than any such Subsidiaries operating exclusively in China and/or the rest of the Asia-Pacific region comprising (in whole or in part) the Asia-Pacific Business) that are attributable to, or for the benefit of, the Asia-Pacific Business for (i) the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries, (ii) the purchase or development of computer software or systems to the extent such expenditures are capitalized on the consolidated balance sheet of such Person and its Subsidiaries in conformity with GAAP and (iii) deferred installation costs.

“ Asia-Pacific Dividends ” means, for any period, all cash dividends actually received by the Company or any of its Subsidiaries (other than any such Subsidiaries operating exclusively in China and/or the rest of the Asia-Pacific region comprising (in whole or in part) the Asia-Pacific Business) (and, in the case of a cash dividend received by a Subsidiary that is a Joint Venture, the Company’s (or its applicable Subsidiary’s) pro rata share of such dividend) from (i) the Company’s Subsidiaries operating exclusively in China and/or the rest of the Asia-Pacific region comprising (in whole or in part) the Asia-Pacific Business or (ii) Asia-Pacific Joint Venture Business.

“ Asia-Pacific Investments ” means, for any period, all advances, loans, extensions of credit (by way of guaranty or otherwise) or capital contributions to, or purchases of any capital stock (or other equity interests), bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or other investments in, any Person by the Company or any of its Subsidiaries (other than any such Subsidiaries operating exclusively in China and/or the rest of the Asia-Pacific region comprising (in whole or in part) the Asia-Pacific Business) that are attributable to, or for the benefit of, the Asia-Pacific Business.

“ Asia-Pacific Joint Venture Business ” means, from time to time, the Company’s (or any of its Subsidiary’s) share in the Asia-Pacific Joint Ventures.

“ Asia-Pacific Joint Ventures ” means, from time to time, the Joint Ventures operating in China and, to the extent designated by the Company, any other jurisdictions in the Asia-Pacific region.

“ Asia-Pacific Net Indebtedness ” means, as of the date of determination, the sum of (i) the total Indebtedness of the Company’s Subsidiaries (excluding any Subsidiaries that are Joint Ventures) operating in China and/or any other jurisdiction in the Asia-Pacific region comprising (in whole or in part) the Asia-Pacific Business as of such date less the total amount of cash and cash equivalents held by such Subsidiaries (excluding any Subsidiaries that are Joint Ventures) as of such date, and (ii) the Company’s (or its applicable Subsidiary’s) pro rata portion of the total Indebtedness of the Asia-Pacific

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Joint Ventures as of such date less the Company’s (or its applicable Subsidiary’s) pro rata portion of the total amount of cash and cash equivalents held by the Asia-Pacific Joint Ventures as of such date.

“ Committee ” means the Compensation Committee of the Board of Directors of the Company (or the Board of Directors of the Company).

“ Company Attributable EBITDA ” means (i) the actual consolidated EBITDA of the Company and its Subsidiaries (excluding any Subsidiaries that are Joint Ventures) for the fiscal year ended December 31, 2010 and (ii) without duplication, the Company’s (or its applicable Subsidiaries’) pro rata share of the EBITDA of the Joint Ventures (other than publicly traded Joint Ventures) for the fiscal year ended December 31, 2010 (in each case, calculated following the audit of the Company’s financial statements for such fiscal year).

“ Company Net Indebtedness ” means, as of the date of determination, the sum of (i) the total Indebtedness of the Company and its wholly owned Subsidiaries as of such date less the total amount of cash and cash equivalents held by the Company and such wholly owned Subsidiaries as of such date, and (ii) the Company’s (or its applicable Subsidiary’s) pro rata portion of the total Indebtedness of the Joint Ventures (other than publicly traded Joint Ventures, and other than Consorzio Lotterie Nazionali, Lotterie Nazionali S.r.l. or any successor thereof) as of such date less the Company’s (or its applicable Subsidiary’s) pro rata portion of the total amount of cash and cash equivalents held by the Joint Ventures (other than publicly traded Joint Ventures, and other than Consorzio Lotterie Nazionali, Lotterie Nazionali S.r.l. or any successor thereof) as of such date.

“ EBITDA ” means earnings before interest, taxes, depreciation and amortization.

“ Final Appreciation Amount ” means (i) in the event no Asia-Pacific Business Liquidity Event has been completed prior to the Final Trigger Date, the Final Valuation less the Initial Valuation; or (ii) in the event one or more Asia-Pacific Business Liquidity Events has been completed prior to the Final Trigger Date, (A) the product of (1) the Final Asia-Pacific Business Attributable EBITDA less the Initial Asia-Pacific Business Attributable EBITDA and (2) the applicable Final Multiple plus (B) the product of (1) the Initial Asia-Pacific Business Attributable EBITDA and (2) the lesser of (a) the applicable Final Multiple less the Initial Multiple and (b) 5.1 plus (C) the total Asia-Pacific Dividends made during the Final Measurement Period less (D) the aggregate of the Asia-Pacific Capital Expenditures and the Asia-Pacific Investments made or incurred during the Final Measurement Period less (E) the Asia-Pacific Net Indebtedness as of the Final Trigger Date.

“ Final Asia-Pacific Business Attributable EBITDA ” means the actual Asia-Pacific Business Attributable EBITDA for the fiscal year ended December 31, 2014 (calculated following the audit of the Company’s financial statements for such fiscal year).

“ Final Incentive Compensation Pool ” means an amount equal to 7.5% of the Final Appreciation Amount; provided , that, (i) in the event one or more Asia-Pacific Liquidity Events have been completed prior to December 31, 2014, such amount shall in no event exceed $50,000,000 and (ii) in the event no Asia-

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Pacific Liquidity Event has been completed prior to December 31, 2014, such amount shall in no event exceed $35,000,000.

“ Final Measurement Period ” means the period from January 1, 2011 to the Final Trigger Date.

“ Final Multiple ” means (i) in the event no Asia-Pacific Business Liquidity Event has been completed prior to the Final Trigger Date and (A) in the event the Final Asia-Pacific Business Attributable EBITDA is less than or equal to $45,000,000, the Initial Multiple, (B) in the event the Final Asia-Pacific Business Attributable EBITDA is greater than $45,000,000 but is less than or equal to $55,000,000, 7.25, (C) in the event the Final Asia-Pacific Business Attributable EBITDA is greater than $55,000,000 but is less than or equal to $57,500,000, 8.0, (D) in the event the Final Asia-Pacific Business Attributable EBITDA is greater than $57,500,000 but is less than or equal to $60,000,000, 8.35 and (E) in the event the Final Asia-Pacific Business Attributable EBITDA is greater than $60,000,000, 8.35 in respect of the portion of the Final Asia-Pacific Business Attributable EBITDA up to and including $60,000,000 and 10.0 in respect of the portion of the Final Asia-Pacific Business Attributable EBITDA that is greater than $60,000,000, (ii) in the event an Asia-Pacific Business Liquidity Event contemplated by clause (ii) of the definition thereof has been completed prior to December 31, 2014 but no Asia-Pacific Business Liquidity Event contemplated by clause (i) of the definition thereof has been completed prior to December 31, 2014, the higher of (A) the applicable Final Multiple contemplated by clause (i) of this definition and (B) the highest Liquidity Event Multiple applicable to any such Asia-Pacific Liquidity Event or (iii) in the event an Asia-Pacific Business Liquidity Event contemplated by clause (i) of the definition thereof has been completed prior to December 31, 2014, (A) the equity value of the Asia-Pacific Business (measured by reference to the publicly traded stock price with respect to the Asia-Pacific Business as of December 31, 2014 (or, if such date is not a trading day, the immediately preceding trading day)) plus the Asia Pacific Net Indebtedness as of December 31, 2014 divided by (B) the Final Asia-Pacific Business Attributable EBITDA.

“ Final Trigger Date ” means December 31, 2014.

“ Final Valuation ” means an amount determined in good faith by the Committee equal to the (i) the product of (A) the Final Asia-Pacific Business Attributable EBITDA and (B) the applicable Final Multiple contemplated by clause (i) of the definition thereof (for the avoidance of doubt, calculated in accordance with clause (E) of the definition thereof in the event the Final Asia-Pacific Business Attributable EBITDA exceeds $60,000,000) plus (ii) the total Asia-Pacific Dividends made during the Final Measurement Period less (iii) the aggregate of the Asia-Pacific Capital Expenditures and the Asia-Pacific Investments made or incurred during the Final Measurement Period less (iv) the Asia-Pacific Net Indebtedness as of such date.

“ GAAP ” means generally accepted accounting principles in the United States as in effect from time to time.

“ Indebtedness ” means, with respect to any Person, (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of property or services (other

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than current trade payables incurred in the ordinary course of such Person’s business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (v) all capital lease obligations of such Person, (vi) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (vii) the liquidation value of all mandatorily redeemable preferred capital stock of such Person, (viii) all guarantee or similar obligations of such person in respect of obligations of the kind referred to in clauses (i) through (vii) above and (ix) all obligations of the kind referred to in clauses (i) through (viii) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any lien or other encumbrance of whatever nature on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent that the terms of such Indebtedness expressly provide that such Person is not liable therefor.

“ Initial Asia-Pacific Business Attributable EBITDA ” means the actual Asia-Pacific Business Attributable EBITDA for the fiscal year ended December 31, 2010 (calculated following the audit of the Company’s financial statements for such fiscal year).

“ Initial Multiple ” means (i) the equity value of the Company less the Company’s (or its applicable Subsidiary’s) pro rata portion of the equity value of the publicly traded Joint Ventures (measured by reference to the publicly traded stock price with respect to such Joint Ventures as of December 31, 2010 (or, if such date is not a trading day, the immediately preceding trading day)) plus the Company Net Indebtedness, in each case, as of December 31, 2010 divided by (ii) the Company Attributable EBITDA.

“ Initial Valuation ” means an amount equal (i) the product of (A) the Initial Asia-Pacific Business Attributable EBITDA and (B) the Initial Multiple less (ii) the amount of Asia-Pacific Net Indebtedness as of December 31, 2010.

“ Joint Venture ” means a Person (other than a wholly owned Subsidiary of the Company) in which the Company or any of its Subsidiaries holds an equity interest.

“ Liquidity Event Multiple ” means, with respect to an Asia-Pacific Liquidity Event, the (i) equity value of the Asia-Pacific Business implied by such Asia-Pacific Liquidity Event plus the Asia-Pacific Net Indebtedness as of the date such Asia-Pacific Liquidity Event is completed divided by (ii) the Asia-Pacific Business Attributable EBITDA for the four quarters ended immediately preceding such Asia-Pacific Liquidity Event.

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“ Participants ” means any employee or consultant of the Company or any of its Subsidiaries that from time to time is designated by the Committee as a participant in this Plan.  The Committee agrees to consider in good faith any proposal by the Participants’ Designee with respect to the addition of new Participants (and an appropriate reallocation of the 7.5% set forth in the definition of the Final Incentive Compensation Pool).  It shall be a condition to the designation of any employee or consultant of the Company or any of its Subsidiaries as a Participant that such employee or consultant devotes all or substantially all of his or her business time working for the benefit of the Company (or its applicable Subsidiary) in China and (to the extent applicable) other jurisdictions in the Asia-Pacific region (except to the extent the Company requests such employee or consultant to devote his or her business time elsewhere for the Company).

“ Participants’ Designee ” means the Chief Executive Officer — Asia-Pacific Region of the Company for so long as the individual currently serving in such position serves in such position and, thereafter, a Participant designated by the Committee.

“ Participant’s Percentage ” means the percentage of the Final Incentive Compensation Pool to which a Participant is entitled, as determined from time to time by the Committee.

“ Person ” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“ Subsidiary ” means, as to any Person, (i) a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person or (ii) any other Person the accounts of which are required to be consolidated with those of such Person in such Person’s consolidated financial statements in accordance with GAAP if prepared at the date of determination.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” herein shall refer to a direct or indirect Subsidiary or Subsidiaries of the Company.

Payouts :

Subject to the terms and conditions of this Plan, within 70 days of the Final Trigger Date (the “ Final Payment Date ”), the Company shall pay to each Participant that is eligible hereunder for such payment an amount equal to such Participant’s Percentage of the Final Incentive Compensation Pool (if any) (in U.S. dollars)

Service Requirement :

Notwithstanding anything in this Plan or in any other agreement to the contrary, any payment to a Participant under this Plan shall be conditioned on such Participant being an employee (or consultant, as

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the case may be) of the Company (or its applicable Subsidiary) who devotes all or substantially all of his or her business time working for the benefit of the Company (or its applicable Subsidiary) in China and (to the extent applicable) other jurisdictions in the Asia-Pacific region at all times during the Final Measurement Period (except to the extent the Company requests such employee or consultant to devote his or her business time elsewhere for the Company) and being ready, willing and able to perform the duties contemplated by such Participant’s employment agreement (or consulting agreement, as the case may be), except in the event (i) Participant’s employment (or consultancy, as the case may be) terminates due to Participant’s death, (ii) the Company terminates Participant’s employment (or consultancy, as the case may be) due to Participant’s Total Disability, (iii) the Company terminates Participant’s employment (or consultancy, as the case may be) without Cause or (iv) in the event the term of Participant’s employment agreement (or consulting agreement, as the case may be) expires prior to the Payment Date and the Company gives written notice to the Participant that it has determined not to renew such agreement (provided that the Participant has not given written notice to the Company that he has determined not to renew such agreement and such Participant is otherwise ready, willing and able to renew such agreement on the same terms contained in such agreement) (any termination event referred to in clause (i), (ii), (iii) or (iv) above, a “ Specified Termination Event ”).

Notwithstanding anything in this Plan or in any other agreement to the contrary, in the event the employment (or consultancy, as the case may be) of a Participant with the Company (or its applicable Subsidiary) is terminated, such Participant shall forfeit any right to payment or other rights under this Plan including, without limitation, any payment otherwise payable on the Final Payment Date; provided , however , in the case of such termination of such Participant due to a Specified Termination Event, subject to the terms and conditions of this Plan, the Company shall pay to such Participant on the Final Payment Date an amount equal to the product of (i) such Participant’s Percentage of the Final Incentive Compensation Pool (if any) and (ii) a fraction the numerator of which is the actual number of days during the Final Measurement Period during which such Participant was an employee (or consultant, as the case may be) of the Company (or its applicable Subsidiary) and the denominator of which is 1,461,

For purposes of this Plan, “ Total Disability ” shall mean Participant’s (i) becoming eligible to receive benefits under any long-term disability insurance program maintained by the Company or (ii) failure to perform the duties and responsibilities contemplated under his employment agreement (or consulting agreement, as the case may be) for a period of more than 180 days during any consecutive 12-month period due to physical or mental incapacity or impairment.

For purposes of this Plan, “ Cause ” shall mean:  (i) gross neglect by the Participant of, or failure by or inability of the Participant to perform, the Participant’s duties under his employment agreement (or consulting agreement, as the case may be) (including failure by or inability of Participant to spend the time in the Asia-Pacific region as may be contemplated by such Participant’s employment (or consulting, as the case may be) agreement); (ii) conviction (including conviction on a nolo contendere plea) or indictment of the Participant of, or commission by the Participant of, any felony; (iii) conviction (including conviction on a nolo contendere plea) or indictment of the Participant of, or commission by the Participant of, any non-felony crime or offense involving the property of the Company or any of its

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subsidiaries or affiliates or evidencing moral turpitude; (iv) willful misconduct by the Participant in connection with the performance of the Participant’s duties under his employment agreement (or consulting agreement, as the case may be); (v) intentional breach by the Participant of any material provision of his employment agreement (or consulting agreement, as the case may be); (vi) violation by the Participant of a material provision of the Company’s Code of Business Conduct (either the U.S. or China version); or (vii) any other willful or grossly negligent conduct on the part of the Participant which would make the Executive’s continued employment by (or consultancy with, as the case may be) the Company materially prejudicial to the best interests of the Company.  Notwithstanding the foregoing, the Participant shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Participant written notice setting forth in reasonable detail the facts and circumstances claimed as the basis for termination of Participant’s employment (or consultancy with, as the case may be) and, with respect to clauses (i), (iv), (v), (vi) and (vii) hereof, Executive shall have failed to fully cure such Cause within 30 days after receiving such notice (it being understood that the circumstances of such Cause may be such that such Cause is not fully curable).

Clawback :

Each Participant acknowledges and agrees that, notwithstanding anything contained in this Plan or any other agreement, plan or program, any payments contemplated under this Plan shall be subject to recovery by the Company under any compensation recovery or “clawback” policy, generally applicable to senior executives of the Company, that the Company may adopt from time to time, including without limitation any policy which the Company may be required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Company’s common stock may be listed.

Without limiting the generality of the foregoing, such Participant acknowledges and agrees that any payments received by such Participant shall be promptly repaid to the Company in the event it is determined (pursuant to the dispute resolution procedures below, if such repayment obligation is disputed) that such Participant engaged in any conduct covered under the definition of “Cause” above.

Limits on Transferability :

Without the prior written consent of the Company, no right or interest of a Participant under this Plan shall be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such Participant to any party, or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution or to a designated beneficiary upon the death of a Participant.  A beneficiary, transferee, or other person claiming any rights under this Plan from or through any Participant shall be subject to all terms and conditions of this Plan (and any related agreement) applicable to such Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

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Taxes :

The Company and any Subsidiary thereof is authorized to withhold from any payment under this Plan, or any payroll or other payment to a Participant, amounts of withholding and other taxes due or potentially payable in connection with this Plan, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to this Plan.

Limitation on Rights Conferred under Plan :

Neither this Plan nor any action taken hereunder shall be construed as (i) giving any Participant the right to continue as a Participant or in the employ or service of the Company or a Subsidiary thereof, (ii) interfering in any way with the right of the Company or a Subsidiary to terminate any Participant’s employment or service at any time or (iii) giving a Participant any claim to be granted any award or payment under this Plan or to be treated uniformly with other Participants and employees.

Amendments; Waivers:

The Committee may amend or terminate this Plan without the consent of any Participant; provided that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under this Plan (it being understood that any termination of this Plan shall be treated as a Specified Termination Event for purposes of this Plan for the then eligible Participants such that they will be eligible to receive the applicable payment on the Final Payment Date).  For this purpose, actions that alter the timing of federal income taxation of a Participant will not be deemed material unless such action results in an income tax penalty on the Participant.  The Committee may waive any condition under this Plan; provided that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under this Plan.  Without limiting the generality of the foregoing, the Committee may increase the percentage contemplated in the definition of Final Incentive Compensation Pool and correspondingly ( i.e. , on an economically equivalent basis) lower the Participants’ Percentages ( e.g. , if the Committee increases the percentage set forth in the definition of Final Incentive Compensation Pool to 8%, a Participant’s Percentage that was 50% of the Final Incentive Compensation Pool at 7.5% may be reduced to 46.875% of the Final Incentive Compensation Pool at 8%).

Administration; Interpretation :

Except as otherwise provided below, this Plan shall be administered by the Committee.  The Committee shall have full and final authority, in each case subject to and consistent with the provisions of this Plan, to prescribe agreements with Participants to effectuate this Plan (which need not be identical for each Participant) and rules and regulations for the administration of this Plan, construe and interpret this Plan (and any such agreements) and correct defects, supply omissions, or reconcile inconsistencies in this Plan (and any such agreements), and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of this Plan.

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Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries, the Participants (as well as their beneficiaries or other persons claiming rights from or through a Participant), and stockholders.

The Committee may act through subcommittees, in which case the subcommittee shall be subject to and have authority under the charter applicable to the Committee, and the acts of the subcommittee shall be deemed to be acts of the Committee hereunder.  The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee.  The Committee may delegate to officers or managers of the Company or any Subsidiary or affiliate thereof the authority, subject to such terms as the Committee shall determine, to perform such functions, including administrative functions, related to this Plan.  The Committee may appoint agents to assist it in administering this Plan.

Limitation of Liability :

The Committee and each member thereof, and any person acting pursuant to authority delegated by the Committee, shall be entitled, in good faith, to rely or act upon any report or other information furnished by any executive officer, other officer or employee of the Company or a Subsidiary or affiliate thereof, the Company’s independent auditors, consultants or any other agents assisting in the administration of this Plan.

Members of the Committee, any person acting pursuant to authority delegated by the Committee, and any officer or employee of the Company or a Subsidiary or affiliate thereof acting at the direction or on behalf of the Committee or a delegee shall not be personally liable for any action or determination taken or made in good faith with respect to this Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

Section 409A :

The Company makes no representations or warranties regarding the tax implications of a Participant’s rights, and the amounts to be paid to a Participant, under this Plan, including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance and regulations.  Each Participant’s rights, and the amounts to be paid to a Participant, under this Plan are intended to be exempt from Section 409A under the short-term deferral exception contained in Treasury Regulation 1.409A-1(b)(4) and the provisions of this Plan shall be interpreted consistent with such intent.   To the extent that any amount payable under this Plan constitutes “nonqualified deferred compensation” (as defined in Section 409A and the regulations thereunder) and subject to Section 409A, it shall be paid in a manner that will comply with Section 409A and the provisions of this Plan related to such amount payable shall be interpreted consistent with such intent. All references in this Plan to a Participant’s termination of employment (or consulting, as the case may be) arrangement shall mean his separation from service within the meaning of Section 409A and Treasury regulations promulgated thereunder.  In the event the terms of this Plan would subject a Participant to the imposition of taxes and penalties under Section 409A, the Committee may amend the terms of this Plan to

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avoid such Section 409A penalties, to the extent possible.  Notwithstanding any other provision in this Plan, if as of the date on which a Participant’s employment (or consultancy, as the case may be) terminates, the Participant is a “specified employee” within the meaning of Section 409A and the regulations as determined by the Committee, then to the extent any amount payable under this Plan that the Committee reasonably determines would be nonqualified deferred compensation within the meaning of Section 409A, that under the terms of this Plan would be payable prior to the six-month anniversary of the Participant’s effective date of termination, such payment shall be delayed until the earlier to occur of (i) the six-month anniversary of such termination date and (ii) the date of the Participant’s death.  Each payment made under this Plan shall be designated as a “separate payment” within the meaning of Section 409A.  For the avoidance of doubt, any payment due under this Plan within a period following an event shall be made on a date during such period as determined by the Committee in its sole discretion.

Governing Law; Dispute Resolution :

The validity, construction and effect of this Plan, any rules and regulations under this Plan, and any related agreement, shall be determined in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws.

Each Participant and the Company agree that, except for any claim that is non-arbitrable under applicable law, final and binding arbitration as contemplated below shall be the exclusive forum for any dispute or controversy between them arising under or in connection with this Plan.  Judgment may be entered on the arbitrators’ award in any court having jurisdiction.  For purposes of entering such judgment, each Participant and the Company hereby consent to the jurisdiction of any or all of the following courts: (i) the United States District Court for the Southern District of New York; (ii) the Supreme Court of the State of New York, New York County; or (iii) any other court having jurisdiction.  Each Participant and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which either may now or hereafter have to such jurisdiction, venue and any defense of inconvenient forum.

Any arbitration under this Plan shall be filed exclusively with, and administered by, the American Arbitration Association in New York, New York before three (3) arbitrators, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association in effect at the time of submission to arbitration.  Each Participant and the Company agree that a judgment upon an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.  The Company shall pay all costs uniquely attributable to arbitration, including the administrative fees and costs of the arbitrators.  The applicable Participant and the Company shall each pay its own costs and attorney fees, if any, unless the arbitrators rule otherwise.  Each Participant acknowledges and understands that he is giving up no substantive rights, and these dispute resolution provisions simply govern forum and administration of the applicable dispute.  The arbitrators shall apply the same standards a court would apply to award any damages, and shall have the authority to order the non-prevailing party to pay any attorney fees or costs of the prevailing party.

BY PARTICIPATING IN THIS PLAN, EACH PARTICIPANT ACKNOWLEDGES THAT THE RIGHT TO A COURT TRIAL AND TRIAL BY JURY IS OF VALUE, AND KNOWINGLY AND

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VOLUNTARILY WAIVES THAT RIGHT FOR ANY DISPUTE SUBJECT TO THE TERMS OF THESE DISPUTE RESOLUTION PROVISIONS.

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