SCIENTIFIC GAMES CORP (Form: S-8, Received: 09/01/2016 16:13:44)

As filed with the Securities and Exchange Commission on September 1, 2016

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SCIENTIFIC GAMES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		81-0422894
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

Scientific Games Corporation

6650 S. El Camino Road

Las Vegas, Nevada 89118

(Address of Principal Executive Offices)

Inducement Equity Award Agreement

(Full Title of the Plan)

David W. Smail, Esq.

Scientific Games Corporation

6650 S. El Camino Road

Las Vegas, Nevada 89118

(Name and address of agent for service)

(702) 897-7150

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o (Do not check if smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share		Proposed maximum aggregate offering price (3)		Amount of registration fee
Class A Common Stock, par value $0.01 per share (“Class A Common Stock”)	267,434(2)		$ 9.15(3)	$	2,447,021.10	$	246.42
Class A Common Stock	467,370(2)		$ 8.22(3)	$	3,841,781.40	$	386.87

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (this “Registration Statement”) shall be deemed to cover any additional shares of Class A Common Stock of Scientific Games Corporation (the “Registrant”) that may from time to time be offered or issued resulting from stock splits, stock dividends, recapitalizations or similar adjustments of the outstanding Class A Common Stock of the Registrant.

(2) Consists of (a) 133,717 shares of Class A Common Stock issuable upon exercise of stock options, (b) 133,717 shares of Class A Common Stock issuable upon exercise of performance-conditioned stock options, (c) 67,370 shares of Class A Common Stock issuable upon vesting and settlement of restricted stock units, in each case, granted to Kevin Sheehan on August 10, 2016 pursuant to an Inducement Equity Award Agreement (the “Inducement Award I”) and (d) 400,000 shares of Class A Common Stock issuable upon vesting and settlement of performance-conditioned restricted stock units granted to Kevin Sheehan on August 10, 2016 pursuant to an Inducement Equity Award Agreement (together with the Inducement Award I, the “Inducement Award Agreements”) in connection with the commencement of Mr. Sheehan’s employment with the Registrant as President and Chief Executive Officer.

(3) Estimated, solely for the purpose of calculating the registration fee, pursuant to Rule 457 promulgated under the Securities Act, based on (i) with respect to the 267,434 shares of Class A Common Stock being registered that are issuable upon exercise of the stock options granted pursuant to the Inducement Award Agreements, the exercise price of such stock options of $9.15 per share of Class A Common Stock and (ii) with respect to the 467,370 shares of Class A Common Stock that are issuable upon vesting and settlement of the restricted stock units granted pursuant to the Inducement Award Agreements, the average of the high and low prices per share of the Class A Common Stock, as reported on the NASDAQ Global Select Market on August 30, 2016.

EXPLANATORY NOTE

On August 10, 2016, the Registrant made the following equity grants to Kevin Sheehan pursuant to the Inducement Award Agreements as an inducement to his entering into employment with the Registrant as President and Chief Executive Officer:

(i) stock options to purchase 267,434 shares of the Registrant’s Class A Common Stock, at an exercise price of $9.15 per share of Class A Common Stock; and

(ii) 467,370 restricted stock units.

The foregoing grants were approved by the Registrant’s Board of Directors in reliance on NASDAQ Listing Rule 5635(c)(4), which exempts equity grants that are inducements material to the individual’s entering into employment with the Registrant from the general requirement of the NASDAQ Listing Rules that equity-based compensation plans and arrangements be approved by stockholders. This Registration Statement registers the shares of Class A Common Stock issuable upon exercise of the stock options and the shares of Class A Common Stock issuable upon vesting and settlement of the restricted stock units, in each case, granted pursuant to the Inducement Award Agreements.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Items 1 and 2 of Part I of the Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The document(s) containing the information specified in Part I of Form S-8 will be sent or given to the recipient of the foregoing grants, as required by Rule 428 under the Securities Act. Such documents need not be filed with the Securities and Exchange Commission (“SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference .

The Registrant hereby incorporates by reference in this Registration Statement the following documents:

(i) the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on February 29, 2016 (the “Annual Report”);

(ii) all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report; and

(iii) the description of the Registrant’s Class A Common Stock set forth in the “Description of Capital Stock” contained in the Registrant’s registration statement on Form S-3 filed with the SEC on February 3, 2004, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities .

Not applicable.

Item 5. Interests of Named Experts and Counsel .

Not applicable.

Item 6. Indemnification of Directors and Officers .

Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) grants corporations the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

In the case of an action by or in the right of the corporation, Section 145 of the DGCL grants corporations the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 of the DGCL also empowers a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145 of the DGCL.

Section 102(b)(7) of the DGCL allows a corporation to eliminate or limit the personal liability of a director to a corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

The bylaws of the Registrant provide for indemnification of the directors, officers, employees and other agents of the Registrant for such liabilities in such manner under such circumstances and to the extent permitted by Section 145 of the DGCL. The bylaws of the Registrant also provide that the Board of Directors of the Registrant may authorize the purchase and maintenance of insurance for the purpose of such indemnification.

The Registrant’s restated certificate of incorporation provides that a director of the Registrant shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, to the fullest extent permitted by the DGCL.

The Registrant maintains an insurance policy on behalf of itself and its subsidiaries, and on behalf of the directors and officers thereof, covering certain third-party claims which may be asserted against such entities, directors and/or officers.

Item 7. Exemption from Registration Claimed .

Not applicable.

Item 8. Exhibits .

The following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):

Exhibit Number	Description	Filed Herewith
4.1	Restated Certificate of Incorporation of Scientific Games Corporation, filed with the Secretary of State of the State of Delaware on March 20, 2003 (incorporated by reference to Exhibit 3(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002)

4.2	Certificate of Amendment of the Restated Certificate of Incorporation of Scientific Games Corporation, filed with the Secretary of State of the State of Delaware on June 7, 2007 (incorporated by reference to Exhibit 3.1(b) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)

4.3	Amended and Restated Bylaws of Scientific Games Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 1, 2010)

4.4	Form of Inducement Equity Award Agreement between the Registrant and Kevin Sheehan	x

4.5	Form of Inducement Equity Award Agreement between the Registrant and Kevin Sheehan	x

5.1	Opinion of Cravath, Swaine & Moore LLP as to the validity of the shares of Class A Common Stock covered by this Registration Statement	x

23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm	x

23.2	Consent of EY S.p.A., Independent Registered Public Accounting Firm	x

23.5	Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1)	x

Item 9. Undertakings .

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act ) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on the 1 st day of September, 2016.

	SCIENTIFIC GAMES CORPORATION

	By:	/s/ Michael A. Quartieri

	Name:	Michael A. Quartieri

	Title:	Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated on the 1 st day of September, 2016.

Signature		Title

/s/ Kevin M. Sheehan		President, Chief Executive Officer and Director
Kevin M. Sheehan		(Principal Executive Officer)

/s/ Michael A. Quartieri		Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
Michael A. Quartieri		(Principal Financial Officer)

/s/ Jeffrey B. Johnson		Vice President, Finance, and Chief Accounting Officer
Jeffrey B. Johnson		(Principal Accounting Officer)

/s/ Ronald O. Perelman		Chairman of the Board of Directors and Director
Ronald O. Perelman

/s/ Richard M. Haddrill		Executive Vice Chairman of the Board of Directors and Director
Richard M. Haddrill

/s/ M. Gavin Isaacs		Vice Chairman of the Board of Directors and Director
M. Gavin Isaacs

/s/ David L. Kennedy		Director
David L. Kennedy

/s/ Paul M. Meister		Director
Paul M. Meister

/s/ Gerald J. Ford		Director
Gerald J. Ford

/s/ Michael J. Regan		Director
Michael J. Regan

/s/ Frances F. Townsend		Director
Frances F. Townsend

/s/ Gabrielle K. McDonald		Director
Gabrielle K. McDonald

EXHIBIT INDEX

Exhibit Number	Description	Method of Filing
4.1	Restated Certificate of Incorporation of Scientific Games Corporation, filed with the Secretary of State of the State of Delaware on March 20, 2003	Incorporated by reference to Exhibit 3(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

4.2	Certificate of Amendment of the Restated Certificate of Incorporation of Scientific Games Corporation, filed with the Secretary of State of the State of Delaware on June 7, 2007	Incorporated by reference to Exhibit 3.1(b) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.

4.3	Amended and Restated Bylaws of Scientific Games Corporation	Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 1, 2010.

4.4	Form of Inducement Equity Award Agreement between the Registrant and Kevin Sheehan	Filed herewith.

4.5	Form of Inducement Equity Award Agreement between the Registrant and Kevin Sheehan	Filed herewith.

5.1	Opinion of Cravath, Swaine & Moore LLP as to the validity of the shares of Class A Common Stock covered by this Registration Statement	Filed herewith.

23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm	Filed herewith.

23.2	Consent of EY S.p.A., Independent Registered Public Accounting Firm	Filed herewith.

23.5	Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1)	Filed herewith.

Exhibit 4.4

Form of Equity Award Agreement

SCIENTIFIC GAMES CORPORATION

TERMS AND CONDITIONS OF

INDUCEMENT EQUITY AWARDS

THIS AGREEMENT, made as of the 10th day of August, 2016, between SCIENTIFIC GAMES CORPORATION (the “ Company ”) and Kevin Sheehan (the “ Participant ”).

WHEREAS, the Company and the Participant have entered into an Employment Agreement dated as of August 4, 2016 providing for the Participant’s appointment as the Company’s President and Chief Executive Officer (the “ Employment Agreement ”);

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) administers the Company’s equity incentive compensation programs and is authorized to grant stock options, restricted stock units and other awards, including to newly hired employees; and

WHEREAS, the Participant hereby is granted the options and the restricted stock units evidenced by this Agreement as of the date hereof as an inducement to the Participant to become an employee of the Company pursuant to Nasdaq Marketplace Rule 5635(c)(4);

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties agree as follows.

1. Grants . Pursuant and subject to the terms and conditions set forth herein, the Participant is granted, on the date hereof:

(a) 67,370 restricted stock units (representing a right to receive shares of the Company’s Class A Common Stock, $.01 par value (“ Common Stock ”) subject to satisfaction of the vesting conditions) (the “ Units ”). The Units will vest in the following installments:

Number of Shares		Vesting Dates
16,842		March 20, 2017
16,843		March 20, 2018
16,842		March 20, 2019
16,843		March 20, 2020

(b) stock options to purchase 133,717 shares of Common Stock at an exercise price per share of $9.15 (representing the average of the high and low sales prices per share of the Common Stock on August 9, 2016, the trading day immediately preceding the date hereof) (the “ Time-Based Options ”). The Time-Based Options are “Non-Qualified Stock Options” ( i.e. , they do not constitute “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986). The Time-Based Options will vest and become exercisable in the following installments:

Number of Shares		Vesting Dates
33,429		March 20, 2017
33,429		March 20, 2018
33,429		March 20, 2019
33,430		March 20, 2020

(c) performance-based stock options to purchase 133,717 shares of Common Stock at an exercise price per share of $9.15 (representing the average of the high and low sales prices per share of the Common Stock on August 9, 2016, the trading day immediately preceding the date hereof) (the “ Performance-Based Options ”

and, together with the Time-Based Options, the “ Options ”, and the Options together with the Units, the “ Awards ”). The Performance-Based Options are “Non-Qualified Stock Options” ( i.e. , they do not constitute “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986). The Performance-Based Options will vest and become exercisable in four equal installments beginning on March 20, 2017 (each a “ Performance Option Vesting Date ”), subject to the Company’s 60-trading day average closing price meeting or exceeding $15.00 (the “ Performance Goal ”) prior to March 20, 2020. If the Performance Goal is met prior to the first Vesting Date, then all four (4) annual installments will vest in accordance with the vesting schedule. If the Performance Goal is met subsequent to the first Vesting Date, each annual installment relating to a Vesting Date that has already occurred will automatically vest upon achievement of the Performance Goal and any remaining installments will vest in accordance with the vesting schedule. If the Performance Goal is not met by March 20, 2020, all Performance-Based Options will be forfeited.

2. Method of Exercise of Vested Options . The Options, to the extent vested, shall be exercisable in whole or in part by the Participant delivering notice to the Administrator (as defined below) in accordance with the terms of the Options. Payment for shares of Common Stock purchased upon the exercise of the Options, and any applicable withholding taxes, shall be made on the effective date of such exercise through any of the following means: (a) in cash, by certified check, bank cashier’s check or wire transfer; (b) through a brokered exercise with the Administrator under which a portion of the proceeds from a sale are withheld for such exercise price and applicable taxes; or (c) if permitted by the Company at the time of exercise, by surrendering shares of Common Stock. The notification to the Administrator shall be made in accordance with its procedures. The shares of Common Stock purchased upon the exercise of the Options shall be delivered as soon as practicable following exercise in accordance with the procedures established by the Company or the Administrator from time to time.

3. Distribution of Vested Units . As soon as administratively practicable after each applicable vesting date of the Units (generally within three (3) business days and in no event more than fifteen (15) business days), the Company will deliver to the Participant a number of shares of Common Stock equal to the number of Units that vested as of an applicable vesting date, less the number of shares, if any, withheld in satisfaction of applicable withholding taxes as discussed in Section 4(b).

4. Taxes . To the extent required by applicable federal, state, local or foreign law, the Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise with respect to the Awards. The Company shall not be required to issue shares until such obligations are satisfied. The methods permitted by the Company for the payment of taxes are as follows:

(a) Options . In the case of the Options, the acceptable methods for making payment for taxes shall be the same as those for payment of the exercise price for the Options as discussed in Section 2 above. If shares of Common Stock are used to satisfy the applicable taxes, the taxes must be calculated at the Participant’s minimum applicable tax rates.

(b) Units . In the case of the Units, unless otherwise determined by the Committee, the Company will withhold from any shares deliverable upon the vesting of the Units a number of shares sufficient to satisfy the minimum applicable withholding taxes; provided , however , that, unless otherwise determined by the Committee, the Participant will be permitted to elect, in accordance with procedures adopted from time to time by the Company, to pay the tax withholding amount in cash, in which case no shares will be withheld and the Participant will be required to pay the amount of the taxes in full by the vesting date, in cash, by certified check, bank cashier’s check or wire transfer.

5. Expiration of Awards; Effect of Termination .

(a) Units .

(i) In the event the employment of the Participant terminates for any reason (other than by reason of death or Total Disability (as defined in the Employment Agreement)), all unvested Units shall be immediately forfeited; or

(ii) In the event the employment of the Participant terminates by reason of death or Total Disability (as defined in the Employment Agreement), all unvested Units shall fully vest and become non-forfeitable as of the date of death or the date of such termination, as the case may be, and, in all other respects, all such Units shall be governed by the plans and programs and the agreements and other documents pursuant to which such Units were granted.

(b) Options . The Options will expire on the tenth (10 th ) anniversary of the grant date (the “ Scheduled Expiration Date ”).

(i) In the event the employment of the Participant terminates for any reason (other than by reason of death or Total Disability (as defined in the Employment Agreement)), (A) all unvested Options shall immediately expire on the date of termination and (B) the portion of any Options that vested prior to such termination (other than a termination for “Cause” (as defined in the Employment Agreement), in which event all such vested Options shall be immediately forfeited) shall remain exercisable until the earlier of three (3) months after such termination and the Scheduled Expiration Date and, in all other respects, shall be governed by the plans and programs and the agreements and other documents pursuant to which the Options were granted; or

(ii) In the event the employment of the Participant terminates by reason of death or Total Disability (as defined in the Employment Agreement), all unvested Options shall fully vest and become non-forfeitable as of the date of death or the date of such termination, as the case may be, and such unvested Options (together with the portion of the Options that vested prior to such death or termination) shall remain exercisable by the Participant (or, in the case of death, Participant’s executor or administrator or Beneficiary (as defined below)) until the earlier of (A) the first anniversary of such death or termination and (B) the Scheduled Expiration Date, as the case may be, and, in all other respects, the Options shall be governed by the plans and programs and the agreements and other documents pursuant to which such Options were granted.

For purposes of this Agreement, “Beneficiary” means the person, persons, trust, or trusts which have been designated by the Participant in his or her most recent written beneficiary designation filed with the Company to receive the benefits under the Awards upon such Participant’s death. If, upon a Participant’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means a person, persons, trust, or trusts entitled by will or the laws of descent and distribution to receive such benefits. A Beneficiary or other person claiming any rights under the Awards from or through any Participant shall be subject to all terms and conditions of the Awards and any agreement applicable to such Participant and to any additional terms and conditions deemed necessary or appropriate by the Committee.

(c) If an Option’s expiration date determined under this Section 5 falls on a day which is not a business day, then the last day to exercise the Option shall be the last business day before such date.

(d) For the avoidance of doubt, the provisions of Section 4(e)(v) of the Employment Agreement shall not apply with respect to the Awards granted hereunder.

6. Administration .

(a) Authority of the Committee . The Committee has full and final authority, in each case subject to and consistent with the provisions of this Agreement, to administer the Options and the Units, determine all matters relating to the Options and the Units, construe and interpret the Options and the Units and this Agreement and correct defects, supply omissions, or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Options and the Units. The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of the Options and the Units that is not mandatory under this Agreement.

(b) Limitation of Liability . The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any executive officer, other officer or employee of the Company or a subsidiary thereof, the Company’s independent auditors, consultants, or

any other agents assisting in the administration of the Options or the Units or this Agreement. Members of the Committee and any officer or employee of the Company or a subsidiary thereof acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Options or the Units, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

7. General Provisions .

(a) Plan Provisions . The Awards are being granted as an inducement grant, not under any equity incentive compensation program of the Company. Notwithstanding the preceding sentence, this Agreement shall be construed as if such Awards had been granted under the 2003 Incentive Compensation Plan as amended and restated on June 10, 2015 (as it may be further amended from time to time in accordance with such plan, the “ Plan ”) in accordance and consistent with, and subject to, the provisions of the Plan, the terms of which are incorporated herein by reference. Except as expressly set forth herein, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall prevail.

(b) Compliance with Legal and Other Requirements . The Company may, to the extent deemed necessary or advisable by the Committee, postpone the issuance or delivery of Common Stock or payment of other benefits under the Options or the Units until completion of such registration or qualification of such Common Stock or other required action under any federal or state law, rule, or regulation, listing or other required action with respect to any stock exchange or automated quotation system upon which the Common Stock or other securities of the Company are listed or quoted, or compliance with any other obligation of the Company, as the Committee may consider appropriate, and may require the Participant to make such representations, furnish such information and comply with or be subject to such other conditions as the Company may consider appropriate in connection with the issuance or delivery of Common Stock or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements, or other obligations.

(c) Transferability . Neither the Options nor the Units (nor any portion thereof) may be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of the Participant to any party, or assigned or transferred by the Participant otherwise than by will or the laws of descent and distribution, and the Options shall be exercised during the lifetime of the Participant only by the Participant or, if the Participant is incapacitated, by his legal guardian or legal representative. In the event the Options are exercised by the Participant’s legal guardian or legal representative, the exercise of the Options shall not be effective unless and until the Company has received evidence satisfactory to it as to the authority of such legal guardian or legal representative. A Beneficiary or other person claiming any rights under the Agreement from or through the Participant shall be subject to all terms and conditions of this Agreement except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

(d) Adjustments . In the event that any dividend or other distribution (whether in the form of cash, Common Stock, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Common Stock such that an adjustment is determined by the Committee to be appropriate hereunder, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of shares of Common Stock or other securities subject to or deliverable in respect of the outstanding Options or Units and (ii) the exercise price, grant price or purchase price relating to the Options, and/or make provision for payment of cash or other property in respect of the Options.

(e) Limitation on Rights Conferred . Neither this Agreement nor any action taken hereunder shall be construed as (i) giving the Participant the right to continue 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 thereof to terminate the Participant’s employment or service at any time, (iii) giving the Participant any claim to be granted any award under any option or benefit plan or to be treated uniformly with other participants and employees, or (iv) conferring on the Participant any voting, dividend or other rights of a stockholder of the Company unless and until shares of Common Stock covered by the Awards are issued to the Participant in connection with the exercise of the Options or the vesting of the Units in accordance with the applicable terms of the Awards.

(f) Fractional Shares . No fractional shares of Common Stock shall be issued or delivered pursuant to the Options or the Units. The Committee shall determine whether cash or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(g) Consideration for Grant . Participant shall not be required to pay any cash consideration for the grant of the Awards. In the case of the grant of Units, as to which cash consideration at the time of grant or vesting shall not be required, the Participant’s performance of services to the Company from the grant date to the date of vesting shall be deemed to be consideration for the grant, which services have a value at least equal to the aggregate par value of the shares being newly issued in connection with the grant.

(h) Insider Trading Policy Applicable. Participant acknowledges that sales of shares received with respect to the Awards will be subject to the Company’s policies regulating trading by directors, employees and consultants.

8. Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any party hereto, upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in a writing signed by such party and shall be effective only to the extent specifically set forth in such writing.

9. Interpretation; Integration . This Agreement, the applicable provisions of the Employment Agreement and the Plan contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein or in the Plan (or in the applicable provisions of the Employment Agreement). This Agreement and the Plan (together with the applicable provisions of the Employment Agreement) supersede all prior agreements and understandings between the parties with respect to its subject matter.

10. Governing Law; Venue/Forum . In order to promote uniformity and predictability of treatment concerning matters related to the Awards by the Company, the laws of the State of Delaware where the Company is incorporated will govern the Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties, regardless of any conflicts of law principles of Delaware or any other state. Any legal action arising from or related to this Agreement shall be litigated in a state or federal court of competent jurisdiction located in Las Vegas, Nevada. The parties expressly consent to the personal jurisdiction of the aforementioned courts over them and waive any all objections to the foregoing venue/forum selection (including, without limitation, any objection based on amount of contact with the selected venue, or the cost, convenience or location of relevant persons).

11. Restrictive Covenant Condition . The Participant hereby acknowledges and agrees that the receipt of the Awards, including any right to exercise the Options, receive the shares of Common Stock following vesting of the Units or retain the profit from the sale of shares of Common Stock subject to the Awards, is conditioned upon Participant’s compliance with the non-competition, non-solicitation, non-disparagement and non-disclosure provisions contained in the Employment Agreement (as such provisions may be supplemented from time to time) .

12. Data Privacy . For Participants in certain jurisdictions, the data privacy laws of such jurisdictions may require the Participants’ consent to the use and transfer of certain personal information necessary to administer the Awards. Accordingly, if applicable, the Participant hereby acknowledges and agrees that the Participant’s receipt of the Awards, including any right to exercise the Options, receive the shares of Common Stock following vesting of the Units or retain the profit from the sale of shares of Common Stock subject to the Awards, is conditioned upon Participant’s consent to the use and transfer of such personal information pursuant to the consent previously executed by the Participant or, if the Participant has not previously executed such a consent, to the provisions of the consent form which accompanies this Agreement (as such form may be supplemented from time to

time). Participant’s execution of this Agreement constitutes acceptance and ratification of this condition and the Participant’s consent to the use and transfer of certain personal information in connection with the Awards pursuant to the provisions of such consent form (as such form may be supplemented from time to time).

13. Administrator . The Company has retained Fidelity Stock Plan Services, LLC as a third-party administrator to assist in the administration and management of equity awards granted by the Company (the “ Administrator ” or “ Fidelity ”). A listing of the Awards may be viewed through the Administrator’s website at www.NetBenefits.com once the Participant has established an account with the Administrator. The Administrator shall handle the processing of exercises of the Options and vesting and settlement of the Units. The Company reserves the right to replace Fidelity as the Administrator at any time in the Company’s sole discretion.

14. Participant Acknowledgment . The Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of this Agreement and the Awards shall be final and conclusive.

15. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

16. Successors and Assigns . The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and/or the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Awards may be transferred by will or the laws of descent or distribution.

17. Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each provision of this Agreement shall be severable and enforceable to the extent permitted by law.

18. Section 409A . This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistent with this intent so as to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Internal Revenue Code.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his or her own behalf, thereby representing that he or she has carefully read and understands this Agreement as of the day and year first written above.

	SCIENTIFIC GAMES CORPORATION


	By:
	Name:
	Title:


	PARTICIPANT:


	Kevin Sheehan

Exhibit 4.5

Form of Equity Award Agreement

SCIENTIFIC GAMES CORPORATION

TERMS AND CONDITIONS OF

INDUCEMENT EQUITY AWARD

THIS AGREEMENT, made as of the 10th day of August, 2016, between SCIENTIFIC GAMES CORPORATION (the “ Company ”) and Kevin Sheehan (the “ Participant ”).

WHEREAS, the Participant hereby is granted the restricted stock units evidenced by this Agreement as of the date hereof as an inducement to the Participant to become an employee of the Company pursuant to Nasdaq Marketplace Rule 5635(c)(4);

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties agree as follows.

1. Grant . Pursuant and subject to the terms and conditions set forth herein, the Participant is granted, on the date hereof, 400,000 restricted stock units (representing a right to receive shares of the Company’s Class A Common Stock, $.01 par value (“ Common Stock ”) subject to satisfaction of the vesting conditions) (the “ Units ”). The Units shall be subject to a three-year performance period from July 1, 2016 to June 30, 2019 (the “ Performance Period ”), and the Units shall vest upon certification by the Committee of the achievement of the performance hurdles measured over the Performance Period as follows: (i) 32.5% of the Units will vest, subject to certification by the Committee, if the Company’s earnings before interest, taxes, depreciation and amortization (“ EBITDA ”) for the twelve month period ended on June 30, 2019 exceeds the Company’s EBITDA for the twelve month period ending on June 30, 2016 by a total of one hundred and fifty million dollars ($150,000,000) and (ii) the other 67.5% of the Units will vest, subject to certification by the Committee, if the Company’s EBITDA for the twelve month period ending on June 30, 2019 exceeds the Company’s EBITDA for the twelve month period ending on June 30, 2016 by a total of three hundred million dollars ($300,000,000). The target EBITDA levels shall be equitably adjusted (upwards or downwards) by the Committee in the event of acquisitions, dispositions or changes in accounting rules.

2. Distribution of Vested Units . As soon as administratively practicable after the completion of the Performance Period and the certification by the Committee of the achievement of the performance goals, if any, but no later than March 15 th of the year following the completion of the Performance Period, the Company will deliver to the Participant a number of shares of Common Stock equal to the number of Units that vested as of the Committee’s certification, less the number of shares, if any, withheld in satisfaction of applicable withholding taxes as discussed in Section 3.

3. Taxes . To the extent required by applicable federal, state, local or foreign law, the Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise with respect to the Units. The Company shall not be required to issue shares until such obligations are satisfied. Unless otherwise determined by the Committee, the Company will withhold from any shares deliverable upon the vesting of the Units a number of shares sufficient to satisfy the minimum applicable withholding taxes; provided , however , that, unless otherwise determined by the Committee, the Participant will be permitted to elect, in accordance with procedures adopted from time to time by the Company, to pay the tax

withholding amount in cash, in which case no shares will be withheld and the Participant will be required to pay the amount of the taxes in full by the vesting date, in cash, by certified check, bank cashier’s check or wire transfer.

4. Effect of Termination .

(a) In the event the employment of the Participant terminates for any reason prior to or on the eighteen (18) month anniversary of the date of grant, or in the event the Participant voluntarily terminates his employment for other than Good Reason (as defined in the Employment Agreement) or is terminated by the Company for Cause (as defined in the Employment Agreement) prior to the end of the Performance Period, all unvested Units shall be immediately forfeited;

(b) In the event the Participant terminates his employment for Good Reason (as defined in the Employment Agreement) or the Company terminates the Participant without Cause (as defined in the Employment Agreement) at any time after the eighteen (18) month anniversary of the date of grant but before the end of the Performance Period, vesting, if any, shall occur as follows:

(i) if the Company’s EBITDA for the twelve month period ending on the date of the last fiscal quarter completed immediately prior to the Participant’s termination does not exceed the Company’s EBITDA for the twelve month period ending on June 30, 2016 by a total of one hundred and fifty million dollars ($150,000,000), then the Units shall remain outstanding and eligible to vest as if the Participant had remained employed through the end of the Performance Period, on a pro-rata basis based on the amount of time in the Performance Period the Participant was employed, subject to satisfaction of the vesting conditions set forth in Section 1 above; provided , however , that only a maximum of 32.5% of the Units shall vest upon achievement of either of the EBITDA targets described in Section 1 above; or

(ii) if the Company’s EBITDA for the twelve month period ending on the date of the last fiscal quarter completed immediately prior to the Participant’s termination exceeds the Company’s EBITDA for the twelve month period ending on June 30, 2016 by a total of one hundred and fifty million dollars ($150,000,000), then the Units shall remain outstanding and eligible to vest as if the Participant had remained employed through the end of the Performance Period, on a pro-rata basis based on the amount of time in the Performance Period the Participant was employed, subject to satisfaction of the vesting conditions set forth in Section 1 above; or

(c) In the event the Participant voluntarily terminates his employment for other than Good Reason (as defined in the Employment Agreement) or is terminated by the Company for Cause (as defined in the Employment Agreement) between the end of the Performance Period and the date of certification of performance by the Committee, all unvested Units shall be forfeited on the date of termination, and, in all other respects, all such Units shall be governed by the plans and programs and the agreements and other documents pursuant to which such Units were granted, subject to certification of performance by the Committee.

(d) For the avoidance of doubt, the provisions of Section 4(e)(v) of the Employment Agreement shall not apply with respect to the Units granted hereunder.

5. Administration .

(a) Authority of the Committee . The Committee has full and final authority, in each case subject to and consistent with the provisions of this Agreement, to administer the Units, determine all matters relating the Units, construe and interpret the Units and this Agreement and correct defects, supply omissions, or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Units. The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of the Units that is not mandatory under this Agreement.

any other agents assisting in the administration of the Units or this Agreement. Members of the Committee and any officer or employee of the Company or a subsidiary thereof acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Units, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

6. General Provisions .

(a) Plan Provisions . The Units are being granted as an inducement grant, not under any equity incentive compensation program of the Company. Notwithstanding the preceding sentence, this Agreement shall be construed as if such Units had been granted under the 2003 Incentive Compensation Plan as amended and restated on June 10, 2015 (as it may be further amended from time to time in accordance with such plan, the “ Plan ”) in accordance and consistent with, and subject to, the provisions of the Plan, the terms of which are incorporated herein by reference. Except as expressly set forth herein, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall prevail.

(b) Compliance with Legal and Other Requirements . The Company may, to the extent deemed necessary or advisable by the Committee, postpone the issuance or delivery of Common Stock or payment of other benefits under the Units until completion of such registration or qualification of such Common Stock or other required action under any federal or state law, rule, or regulation, listing or other required action with respect to any stock exchange or automated quotation system upon which the Common Stock or other securities of the Company are listed or quoted, or compliance with any other obligation of the Company, as the Committee may consider appropriate, and may require the Participant to make such representations, furnish such information and comply with or be subject to such other conditions as the Company may consider appropriate in connection with the issuance or delivery of Common Stock or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements, or other obligations.

(c) Transferability . The Units (including any portion thereof) may not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of the Participant to any party, or assigned or transferred by the Participant otherwise than by will or the laws of descent and distribution. A beneficiary or other person claiming any rights under the Agreement from or through the Participant shall be subject to all terms and conditions of this Agreement except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

(d) Adjustments . In the event that any dividend or other distribution (whether in the form of cash, Common Stock, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Common Stock such that an adjustment is determined by the Committee to be appropriate hereunder, then the Committee shall, in such manner as it may deem equitable, adjust any or all of the number and kind of shares of Common Stock or other securities subject to or deliverable in respect of the outstanding Units.

(e) Limitation on Rights Conferred . Neither this Agreement nor any action taken hereunder shall be construed as (i) giving the Participant the right to continue 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 thereof to terminate the Participant’s employment or service at any time, (iii) giving the Participant any claim to be granted any award under any option or benefit plan or to be treated uniformly with other participants and employees, or (iv) conferring on the Participant any voting, dividend or other rights of a stockholder of the Company unless and until shares of Common Stock covered by the Units are issued to the Participant in connection with the vesting of the Units in accordance with the applicable terms of the Units.

(f) Fractional Shares . No fractional shares of Common Stock shall be issued or delivered pursuant to the Units. The Committee shall determine whether cash or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(g) Consideration for Grant . Participant shall not be required to pay any cash consideration for the grant of the Units. In the case of the grant of Units, as to which cash consideration at the time of grant or vesting shall not be required, the Participant’s performance of services to the Company from the grant date to the date of vesting shall be deemed to be consideration for the grant, which services have a value at least equal to the aggregate par value of the shares being newly issued in connection with the grant.

(h) Insider Trading Policy Applicable. Participant acknowledges that sales of shares received with respect to the Units will be subject to the Company’s policies regulating trading by directors, employees and consultants.

7. Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any party hereto, upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in a writing signed by such party and shall be effective only to the extent specifically set forth in such writing.

8. Interpretation; Integration . This Agreement, the applicable provisions of the Employment Agreement and the Plan contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein or in the Plan (or in the applicable provisions of the Employment Agreement). This Agreement and the Plan (together with the applicable provisions of the Employment Agreement) supersede all prior agreements and understandings between the parties with respect to its subject matter.

9. Governing Law; Venue/Forum . In order to promote uniformity and predictability of treatment concerning matters related to the Units by the Company, the laws of the State of Delaware where the Company is incorporated will govern the Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties, regardless of any conflicts of law principles of Delaware or any other state. Any legal action arising from or related to this Agreement shall be litigated in a state or federal court of competent jurisdiction located in Las Vegas, Nevada. The parties expressly consent to the personal jurisdiction of the aforementioned courts over them and waive any all objections to the foregoing venue/forum selection (including, without limitation, any objection based on amount of contact with the selected venue, or the cost, convenience or location of relevant persons).

10. Restrictive Covenant Condition . The Participant hereby acknowledges and agrees that the receipt of the Units, including any right to receive the shares of Common Stock following vesting of the Units or retain the profit from the sale of shares of Common Stock subject to the Units, is conditioned upon Participant’s compliance with the non-competition, non-solicitation, non-disparagement and non-disclosure provisions contained in the Employment Agreement (as such provisions may be supplemented from time to time) .

11. Data Privacy . For Participants in certain jurisdictions, the data privacy laws of such jurisdictions may require the Participants’ consent to the use and transfer of certain personal information necessary to administer the Units. Accordingly, if applicable, the Participant hereby acknowledges and agrees that the Participant’s receipt of the Units, including any right to receive the shares of Common Stock following vesting of the Units or retain the profit from the sale of shares of Common Stock subject to the Units, is conditioned upon Participant’s consent to the use and transfer of such personal information pursuant to the consent previously executed by the Participant or, if the Participant has not previously executed such a consent, to the provisions of the consent form which accompanies this Agreement (as such form may be supplemented from time to time). Participant’s execution of this Agreement constitutes acceptance and ratification of this condition and the Participant’s consent to the use and transfer of certain personal information in connection with the Units pursuant to the provisions of such consent form (as such form may be supplemented from time to time).

12. Administrator . The Company has retained Fidelity Stock Plan Services, LLC as a third-party administrator to assist in the administration and management of equity awards granted by the Company (the “ Administrator ” or “ Fidelity ”). A listing of the Units may be viewed through the Administrator’s website at

www.NetBenefits.com once the Participant has established an account with the Administrator. The Administrator shall handle the processing of vesting and settlement of the Units. The Company reserves the right to replace Fidelity as the Administrator at any time in the Company’s sole discretion.

13. Participant Acknowledgment . The Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of this Agreement and the Units shall be final and conclusive.

14. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

15. Successors and Assigns . The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and/or the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Units may be transferred by will or the laws of descent or distribution.

16. Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each provision of this Agreement shall be severable and enforceable to the extent permitted by law.

17. Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistent with this intent so as to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Internal Revenue Code.

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	SCIENTIFIC GAMES CORPORATION


	By:
	Name:
	Title:


	PARTICIPANT:


	Kevin Sheehan

Exhibit 5.1

September 1, 2016

Scientific Games Corporation

Ladies and Gentlemen :

We have acted as counsel to Scientific Games Corporation, a Delaware corporation (the “ Company ”), in connection with the Registration Statement on Form S-8 (the “ Registration Statement ”) filed by the Company with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), relating to the issuance by the Company of up to an aggregate of 734,804 shares of common stock, par value $0.01 per share, of the Company (the “ Shares ”), which may be issued upon (i)(x) exercise of stock options covering 133,717 Shares, (y) exercise of performance-conditioned stock options covering 133,717 Shares and (z) vesting and settlement of restricted stock units covering 67,370 Shares, in each case, granted to Kevin Sheehan on August 10, 2016 pursuant to the applicable Inducement Equity Award Agreement between Mr. Sheehan and the Company (the “ Inducement Agreement I ”), and (ii) vesting and settlement of performance-conditioned restricted stock units covering 400,000 Shares granted to Kevin Sheehan on August 10, 2016 pursuant to the applicable Inducement Equity Award Agreement between Mr. Sheehan and the Company (together with the Inducement Agreement I, the “ Agreements ”).

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including, without limitation: (a) the Restated Certificate of Incorporation of the Company, as amended; (b) the Amended and Restated Bylaws of the Company; (c) certain resolutions adopted by the Board of Directors of the Company; and (d) the Agreements.

In rendering our opinion, we have assumed, without independent investigation or verification, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as certified, conformed duplicates or copies and the authenticity of the originals of such latter documents. As to questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.

Based upon the foregoing and in reliance thereon, and subject to compliance with applicable state securities laws, we are of the opinion that the Shares when, and if, issued pursuant to the terms of the Agreements will be validly issued, fully paid and nonassessable.

We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America. The reference and limitation to the General Corporation Law of the State of Delaware includes the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

	Very truly yours,

	/s/ Cravath, Swaine & Moore LLP

Scientific Games Corporation
6650 S. El Camino Road
Las Vegas, Nevada 89118

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 29, 2016, relating to the consolidated financial statements and financial statement schedule of Scientific Games Corporation and subsidiaries (which report expresses an unqualified opinion and includes explanatory paragraphs regarding the Company’s adoption of new accounting standards), and the effectiveness of Scientific Games Corporation and subsidiaries’ internal control over financial reporting (which report expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of a material weakness), appearing in the Annual Report on Form 10-K of Scientific Games Corporation for the year ended December 31, 2015.

/s/ DELOITTE & TOUCHE LLP

Las Vegas, Nevada

September 1, 2016

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Scientific Games Corporation Inducement Equity Award Agreement of our report dated February 27, 2015, with respect to the financial statements of Lotterie Nazionali S.r.l. as of December 31, 2014, included in the Annual Report (Form 10-K) of Scientific Games Corporation for the year ended December 31, 2015.

/s/ EY S.p.A.

Rome, Italy

August 31, 2016