Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment and Restatement of Employment Agreement with James Sottile

On August 2, 2021, Scientific Games Corporation (the "Company") and James Sottile, Executive Vice President and Chief Legal Officer, entered into an amendment and restatement of Mr. Sottile's employment agreement (the "Amended and Restated Agreement"), which will become effective on September 1, 2021 (the "Effective Date"). The term of the Amended and Restated Agreement is from the Effective Date until August 31, 2024, subject to automatic extension for an additional year at the end of the term and each anniversary thereof unless timely notice of non-renewal is given by either the Company or Mr. Sottile.

The Amended and Restated Agreement has substantially the same terms and conditions as Mr. Sottile's current employment agreement, except that: (i) upon Mr. Sottile's termination of employment by the Company without "Cause" or by Mr. Sottile for "Good Reason", in addition to the other severance payments and benefits Mr. Sottile would be entitled to, any equity awards held by Mr. Sottile will continue to vest during the one-year period following his termination date (subject to earlier vesting under certain circumstances); (ii) Mr. Sottile's termination of employment as a result of the Company's non-renewal of the Amended and Restated Agreement will be considered a termination without "Cause" for purposes of the severance Mr. Sottile would be entitled to receive (including the equity vesting described above); and (iii) in the event Mr. Sottile retires after reaching age 65, all service-based vesting conditions for his annual equity awards will be deemed satisfied.

In connection with entering into the Amended and Restated Agreement, within ten days after the Effective Date, the Company will grant to Mr. Sottile 10,000 restricted stock units, vesting in substantially equal installments on each of August 31, 2022, 2023 and 2024.

In exchange for the benefits described above, Mr. Sottile will, if requested by the Company, provide consulting services for the one-year period following his termination of employment for no additional compensation.

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