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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