EXHIBIT 10.4
SEPARATION AGREEMENT AND
MUTUAL RELEASE
This SEPARATION AGREEMENT AND MUTUAL RELEASE (the "Agreement") is made
as of December 13, 2002, by and among GTECH Holdings Corporation ("Holdings"),
GTECH Corporation ("GTECH") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("Executive"). Holdings, GTECH
and their respective direct and indirect subsidiaries and affiliates are herein
collectively called the "Company".
W I T N E S S E T H:
WHEREAS, Holdings, GTECH and Executive entered into that certain
Agreement dated as of March 5, 2001, as amended to date (the "Employment
Agreement") pursuant to which Executive was retained as the Chief Executive
Officer of the Company; and
WHEREAS, the Company notified Executive of the termination of his
employment pursuant to a letter dated August 7, 2002 from the Company to the
Executive, announced such termination in a press release dated August 7, 2002
and filed a Form 8-K with Exhibit 99(a) with the SEC on August 7, 2002 in
connection with such termination; and
WHEREAS, the Company desires to sever its relationship with the
Executive; and
WHEREAS, the Company and the Executive desire to execute this Agreement
respecting the terms and conditions of the Executive's termination from the
Company;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used in this Agreement and not
otherwise defined shall have the same meaning as in the Employment Agreement.
2. Termination of Employment. It is hereby agreed that
Executive's employment with the Company terminated effective August 7, 2002 (the
"Termination Date"), and as of the Termination Date Executive no longer served:
(a) as an employee or director of Holdings; (b) as an employee or director of
GTECH; or (c) as an employee, officer or director of any direct or indirect
subsidiaries or other affiliates of Holdings.
3. Release by Executive. Except as specifically provided in this
Agreement and the "Executive's Stock Related Agreements" (as defined in Section
6(f) hereof), the Executive hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES,
ACQUITS, FOREVER FULLY DISCHARGES AND COVENANTS NOT TO ▇▇▇ OR OTHERWISE
PARTICIPATE IN ANY ACTION AGAINST the Company, and its predecessors, successors
and assigns, and the current and former directors, officers, employees, agents,
attorneys, representatives, predecessors, and insurers and reinsurers of said
corporations, firms, associations, partnerships and entities, and their
guardians, successors, assigns, heirs, executors and administrators (all of
which persons and entities are hereinafter collectively referred to as
"Executive Releasees"),
from or regarding any and all claims, counterclaims, actions, causes of action,
cross-claims, complaints, grievances, promises, liabilities, obligations,
agreements, damages, rights, debts, demands, controversies, costs, losses, and
expenses (including, without limitation, attorneys' fees, court costs and
expenses) of whatever nature or kind, in law or in equity, or otherwise, whether
now known or unknown, which the Executive now has or may ever have had prior to
the "Effective Date" (as defined in Section 13 hereof) against all or any of the
Executive Releasees. Without limiting the foregoing, except as provided in this
Agreement, the release and covenant not to ▇▇▇ set forth in the immediately
preceding sentence applies to all claims under any municipal, local, state or
federal law, common or statutory, for any actions or omissions, whether known or
unknown, that arise from, relate to, or are in any way connected with: (a) the
negotiation, documentation, execution and performance (and failure of
performance) of any aspect of the Employment Agreement, (b) the Executive's
employment (and termination of employment) by the Company, (c) claims of breach
of contract and wrongful termination and claims arising under the Federal Age
Discrimination in Employment Act, and any other federal, state or local laws
prohibiting employment discrimination or claims growing out of any legal
restrictions on the Company's right to terminate its employees, (d) claims made
by Executive in an August 16, 2002 letter to the Company in which Executive made
claims for an extra year of paid consulting, a full bonus for the Company's
fiscal year 2003, extension of medical benefits and coverage beyond the period
provided in the Employment Agreement, the purchase by the Company of the
Executive's Providence, Rhode Island residence and payments for out-placement
services, (e) payments in respect of relocation in excess of $550,000 (Five
Hundred Fifty Thousand Dollars) in accordance with GTECH's Relocation Policy and
(f) any claims by Executive for tax indemnification relating to Peak
Technologies under Section 5(e) of the Employment Agreement. This release and
covenant not to ▇▇▇ also applies to all common law claims including breach of
contract, fraud, negligence, negligent misrepresentation, and any other tort or
contract claim, and EXCEPT AS PROVIDED IN AND SUBJECT TO THE LIMITATIONS SET
FORTH HEREIN, THIS IS A FULL, COMPLETE AND GENERAL RELEASE. Executive further
represents and warrants that he has not heretofore assigned any claims that he
may have against the Executive Releasees to any other person or entity.
4. Release by Company. Except as specifically provided in this
Agreement, the Company IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS,
FOREVER DISCHARGES AND COVENANTS NOT TO ▇▇▇ OR OTHERWISE PARTICIPATE IN ANY
ACTION AGAINST the Executive (in his capacity as an officer and/or as a member
of the board of directors of the Company) and his agents, attorneys,
representatives and their guardians, successors, assigns, heirs, executors and
administrators (all of which persons and entities are hereinafter collectively
referred to as "Company Releasees"), from or regarding any and all claims,
counterclaims, actions, causes of action, cross-claims, complaints, grievances,
promises, liabilities, obligations, agreements, damages, rights, debts, demands,
controversies, costs, losses, and expenses (including, without limitation,
attorneys' fees, court costs and expenses) of whatever nature or kind, in law or
in equity, or otherwise, whether now known or unknown, which the Company now has
or may ever have had prior to the Effective Date against all or any of the
Company Releasees. Without limiting the foregoing, except as provided in this
Agreement, the release and covenant not to ▇▇▇ set forth in the immediately
preceding sentence applies to all claims under any municipal, local, state or
federal law, common or statutory, for any actions or omissions, whether known or
unknown, that arise from, relate to, or are in any
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way connected with: (a) the negotiation, documentation, execution and
performance (and failure of performance) of any aspect of the Employment
Agreement, (b) the Executive's employment (and termination of employment) by the
Company, (c) claims of breach of contract and any other federal, state or local
laws, (d) claims made by Executive in an August 16, 2002 letter to the Company
in which Executive made claims for an extra year of paid consulting, a full
bonus for the Company's fiscal year 2003, extension of medical benefits and
coverage beyond the period provided in the Employment Agreement, the purchase by
the Company of the Executive's Providence, Rhode Island residence and payments
for out-placement services, (e) payments by the Company to Executive in respect
of relocation in the amount of $550,000 (Five Hundred Fifty Thousand Dollars) in
accordance with GTECH's Relocation Policy and (f) any claims by Company for tax
indemnification relating to Peak Technologies under Section 5(e) of the
Employment Agreement. This release and covenant not to ▇▇▇ also applies to all
common law claims including breach of contract, fraud, negligence, negligent
misrepresentation, and any other tort, contract, or other claim, and EXCEPT AS
PROVIDED IN AND SUBJECT TO THE LIMITATIONS SET FORTH HEREIN, THIS IS A FULL,
COMPLETE AND GENERAL RELEASE. The Company further represents and warrants that
it has not heretofore assigned any claims that it may have against the Executive
to any other person or entity.
5. Payments. (a) On the first business day after the expiration
of the "Revocation Period" (as defined below), the Company shall make to
Executive a lump sum payment of One Million Seven Hundred Thousand Dollars
($1,700,000) (before deduction of any required tax withholdings).
Notwithstanding anything herein to the contrary, any amounts paid to Executive
pursuant to Section 9(b) of the Employment Agreement applicable to the period
from November 5, 2002 to the Effective Date shall be deducted from the amount of
the $1.7 million lump sum payment.
(b) This payment and the other benefits and payments, provided for
in this Agreement constitute the entire obligation of the Company, represent
full and complete satisfaction by the Company of all obligations under the
Employment Agreement and constitute full and complete settlement of, among other
things, any claim under law or equity that Executive or the Company might
otherwise assert against each other for compensation, benefits or remuneration
of any form.
(c) In addition, the Company hereby agrees to pay to Executive a
second lump sum payment of $550,000 (the "Second Lump Sum Payment") (before
deduction of any required tax withholdings) in the event the Executive sells his
residence on ▇▇▇▇▇▇▇ Street in Providence, Rhode Island and moves his principal
residence to a place located at least 50 miles from the Company's headquarters
in West Greenwich, Rhode Island within two years of the Effective Date. In the
event the Executive fails to sell his residence and move his residence as
described in the preceding sentence prior to the date which is two years from
the Effective Date, the obligation of the Company to make the Second Lump Sum
Payment shall terminate and be of no further force or effect. The Company and
the Executive agree that ▇▇▇▇▇▇ ▇▇▇▇▇ will determine on behalf of the Company
whether Executive has satisfied the conditions precedent for payment of the
Second Lump Sum Payment. In the event ▇▇. ▇▇▇▇▇ is unavailable to make such
determination, then such determination will be made by the then Non-Executive
Chairman of the Board of Holdings.
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6. Benefits. From and after the Termination Date, Executive shall
not be eligible for any Company benefits or perquisites, and shall no longer be
eligible to participate in any Company benefit program or plan, except as
expressly set forth below:
(a) Company shall until March 5, 2005, continue to provide the
medical coverage specified in Section 5 of Appendix B of the Employment
Agreement ("Medical Coverage") in a manner comparable to senior executive
officers of the Company which would currently require Executive to pay monthly
for coverage for himself and his dependents. Thereafter, Executive shall be
entitled to such medical coverage, if any, as is required to be provided by
applicable law.
(b) Executive's account under Company's 401(k) plan shall be
treated in accordance with the plan.
(c) In the event that Executive commences other employment with a
successor employer ("new employment") during the period in which the Company is
obligated to continue Medical Coverage under subsection (a) above, the Company
may offset such obligations by any medical coverage which Executive receives
during the applicable continuation period from a successor employer, so long as
the aggregate coverage (from the Company and the successor employer) is
substantially and financially comparable to the benefits and coverage provided
by the Company as of the Termination Date; provided that nothing contained
herein shall limit any continuation of coverage required by law. Executive shall
notify the Company promptly of his new employment and shall provide only such
information as shall be required to determine the appropriate medical coverage
in accordance with this paragraph.
(d) The Company shall defend and hold Executive harmless to the
fullest extent permitted by applicable law in connection with any claim, action,
suit, investigation or proceeding arising out of or relating to performance by
Executive of services for, or action of Executive as a director, officer or
employee of the Company prior to the Termination Date. Expenses incurred by
Executive in defending such a claim, action, suit or investigation or criminal
proceeding shall be paid by the Company in advance of the final disposition
thereof upon the receipt by the Company of an undertaking by or on behalf of
Executive to repay said amount unless it shall ultimately be determined that
Executive is entitled to be indemnified hereunder.
(e) The Company covenants and agrees to provide the Executive upon
reasonable request with a letter of recommendation in a mutually acceptable
form.
(f) The Executive and the Company are parties to certain
Restricted Stock Agreements and Non-Qualified Stock Option Agreements which are
described on Exhibit A attached hereto and made a part hereof. The Restricted
Stock Agreements and the Non-Qualified Stock Option Agreements are herein
collectively called the "Executive's Stock Related Agreements". The parties
hereto hereby agree that Exhibit A fully and accurately sets forth (x) with
respect to the options the grant date, the number of options granted, the ▇▇▇▇▇
▇▇▇▇▇ and the number of options for which vesting is accelerated as of the
Termination Date and (y) with respect to the restricted stock, the award date,
the number of shares awarded, the tax consequences on the restricted stock
awarded as part of the FY02 bonus, the number of shares
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forfeited under plan rules and the number of shares for which vesting has been
accelerated as of the Termination Date. Nothing in this Agreement is intended to
amend or alter the Executive's Stock Related Agreements which remain in full
force and effect in accordance with their terms (including, without limitation,
the restrictions on the transfer of shares contained therein).
7. Certain Obligations of Executive. Each of the Executive and
the Company further covenants with the Company and the Executive, as applicable,
as follows and expressly agrees that the provisions of Sections 7 and 8 are
material obligations to the Executive or the Company, as applicable, and the
breach of these provisions by the Executive or the Company will constitute
material breaches of this Agreement.
(a) Assistance in Litigation. For a period of three years from the
Effective Date, subject to reasonable accommodation of Executive's then business
schedule, Executive, upon reasonable notice, shall furnish such information and
proper assistance to the Company as may reasonably be required in connection
with any litigation in which the Company is, or may become, a party or in
connection with any investigation or review by any governmental agency of which
the Company is or may become a subject. The Company shall compensate Executive
at a reasonable hourly rate (but not less than Three Hundred Fifteen Dollars
($315.00) per hour), plus reimburse all expenses incurred (including travel),
for any such assistance provided by Executive.
(b) Confidential Information. Executive shall not knowingly use
for his own benefit or disclose or reveal to any unauthorized person, at any
time, any trade secret or other confidential information relating to the
Company, including any customer lists, customer needs, price and performance
information, processes, specifications, hardware, software, firmware, programs,
devices, supply sources and characteristics, business opportunities, marketing,
promotional, pricing and financing techniques, and other information relating to
the business of the Company; provided that such restriction on confidential
information shall not apply to information which is (i) proven to be generally
available in the industry, (ii) disclosed in published literature or (iii)
obtained by Executive from a third party without binder of secrecy. Executive
agrees that, except as otherwise agreed by the Company, he will return to the
Company, promptly upon request of the Board or any executive officer designated
by the Board, any physical embodiment of such confidential information. In the
event Executive is requested by any legal process to disclose confidential
information, Executive shall immediately inform the Company and shall permit the
Company an opportunity to oppose such process, it being understood that
Executive's compliance with legal process, after the Company's reasonable
opportunity to oppose such process, does not constitute a violation of this
covenant.
(c) Proprietary Creations. All rights, title and interest in and
to any ideas, inventions, technology, processes, know-how, works, hardware,
software, firmware, programs, devices, trade secrets, trade names, trademarks or
service marks, which Executive may have conceived, created, organized, prepared
or produced during the period of his employment with the Company and which
relate to the business of the Company, and all rights, title and interest in and
to any patents, patent applications, copyright registrations and copyright
applications resulting therefrom, shall be owned by the Company, and Executive
agrees to execute instruments or documents, to provide evidence and testimony,
and to otherwise assist the Company in
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establishing, enforcing and maintaining such rights, title and interest of the
Company at any time.
(d) Authorization. Executive does hereby irrevocably constitute,
authorize, empower and appoint the Company, or any of its officers, such
Executive's true and lawful attorney (with full power of substitution and
delegation) in Executive's name, and in Executive's place and stead, or in the
Company's name, to take and do such action, and to make, sign, execute,
acknowledge and deliver any and all instruments or documents which the Company,
from time to time, may deem desirable or necessary to vest in the Company, its
successors and assigns, any of the rights, title or interest granted pursuant to
Section 7(c) above for the use and benefit of the Company, its successors and
assigns.
8. Non-Competition. (a) For two years following the Effective
Date, Executive shall not engage or propose to engage, directly or indirectly
(which includes owning, managing, operating, controlling, being employed by,
acting as a consultant to, giving financial assistance to, participating in or
being connected in any material way with any business or person so engaged) in
any Lottery Business anywhere in the world, including without limitation in any
business which competes or proposes to compete with any Lottery Business in
which the Company was engaged or proposed to be engaged anywhere in the world;
provided, that Executive's ownership as a passive investor of less than one
percent of the issued and outstanding stock or equity, or $100,000 principal
amount of any debt securities, of any corporation, partnership or other entity
so engaged shall not by itself be deemed to constitute such engagement by
Executive. As used herein, the "Lottery Business" shall mean the provision of
products or services of every nature relating to the operation of all manner of
lotteries however and wherever conducted, but does not include traditional
gaming activities not of the type and nature customarily operated by
governments.
(b) Further, for a period of two years following the Effective
Date, Executive shall not (i) disturb or interfere with any business
relationship between the Company and any of its customers, suppliers or other
business associates, or (ii) solicit or cause to be solicited any officer,
employee or customer of the Company to terminate such person's relationship with
the Company or to take other action which is materially injurious to the
Company.
(c) Executive and Company mutually agree that neither party shall
at any time make or cause to be made any derogatory or disparaging comments
regarding (i) the Executive or (ii) the Company, its business, or its present or
past directors, officers or employees.
(d) To the extent permitted by law, Executive shall refrain from
contacting or communicating with current Company employees unless such contact
or communication is initiated by the Company employee. Unless Executive is
otherwise notified in writing, any contact or communication with the Company by
the Executive shall be made through ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP. The Company hereby
designates ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ as the contacts at
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP.
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9. Tax Withholding. The Company may withhold from any benefits or
payments payable under this Agreement all Federal, state, city, or other taxes
as shall be required pursuant to any law or governmental regulations or ruling.
10. Effect of Prior Agreements. This Agreement, including the
Exhibits hereto, and the Executive's Stock Related Agreements contain the entire
understanding between the parties hereto with respect to the matters covered
herein and supercede any prior agreement, condition, practice, custom, usage and
obligation with respect to such matters insofar as any such prior agreement,
condition, practice, custom, usage or obligation might have given rise to any
enforceable right.
11. Advice of Counsel. Executive understands that various State of
Rhode Island and Federal laws prohibit employment discrimination based on age,
sex, race, color, national origin, religion, handicap or veteran status. These
laws are enforced through the Equal Employment Opportunity Commission (EEOC),
Department of Labor and State Human Rights Agencies. Executive acknowledges that
he has been advised by the Company to discuss this Agreement with his attorney
and has been encouraged to take this Agreement home for up to twenty-one days so
that he can thoroughly review and understand the effect of this Agreement before
acting on it.
12. General Provisions. (a) Certain Representations and Warranties
of Executive and the Company. Executive represents to the Company and the
Company represents to the Executive that the execution and performance of this
Agreement by Executive or the Company, as applicable, does not and will not
constitute a breach of or violate any contract, agreement, obligation or
understanding, oral or written, or order of any court or governmental authority
to which he is a party or by which he or the Company is bound.
(b) Non-assignability and Inurement. Neither this Agreement nor
any rights or interest hereunder shall be assignable by Executive, his
beneficiaries, or legal representatives without the Company's prior written
consent (it being understood that all payments to which Executive is entitled
hereunder shall inure to the benefit of his estate or legal heirs).
(c) Binding Agreement. This Agreement shall be binding upon, and
accrue to the benefit of, Executive and the Company and their respective heirs,
executors, administrators, successors and permitted assigns, including, in the
case of the Company, any person or entity acquiring all or substantially all of
the Company's assets or the surviving entity if there is a change in control of
the Company.
(d) Amendment of Agreement. This Agreement may not be modified or
amended except by an instrument in writing signed by the parties hereto.
(e) Remedies. Each of the Executive and the Company acknowledges
and agrees that the possible restrictions on each of their activities which may
occur as a result of each of their performance of the obligations under Sections
7 or 8 hereof are required for the reasonable protection of the Company and
Executive. Executive and the Company expressly acknowledge and agree that such
restrictions are fair and reasonable for that purpose. Each of the Executive
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and the Company further expressly acknowledges and agrees that damages alone
will be an inadequate remedy for any breach or violation by the Executive or the
Company of this Agreement and that the Company or the Executive, in addition to
all other remedies at law or in equity, shall be entitled as a matter of right
to injunctive relief, including specific performance, with respect to any such
breach or violation, in any court of competent jurisdiction including, without
limitation, any state or federal court in Rhode Island. If any of the provisions
of such Sections are held to be in any respect an unreasonable or unlawful
restriction upon Executive, then they shall be deemed to extend only over the
maximum period of time, geographic area, and/or range of activities as to which
they may be enforceable. Executive further acknowledges and agrees that, without
limiting any other rights the Company may have, any of the payments and benefits
required to be provided to Executive under this Agreement shall be forfeited to
the Company if Executive breaches any of his obligations to the Company under
Sections 7 or 8 hereof.
(f) Waiver. No term or condition of this Agreement shall be deemed
to have been waived, nor shall there be any estoppel against the enforcement of
any provision of this Agreement, except by written instrument of the party
charged with such waiver or estoppel.
(g) Severability. If, for any reason, any provision of this
Agreement is held invalid, such invalidity shall not affect any other provision
of this Agreement no so held invalid, and each such other provision shall to the
full extent consistent with law continue in full force and effect.
(h) Notices. For the purposes of this Agreement, notice and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when hand delivered or mailed by United
States certified or registered express mail, return receipt requested, postage
prepaid, if to Executive, addressed to the address set forth on the signature
page of this Agreement with a copy to his counsel, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.,
Marant Enterprises Holdings LLC, The ▇▇▇▇▇ Building, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇; if to the Company, addressed to GTECH Holdings Corporation, ▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ and directed to the attention
of the Chairman of the Board with a copy to the Company's counsel, ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇, LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇, Esq.; if to a member of the Board, addressed to such member at
his address on file with the General Counsel of the Company with a copy to the
Company, or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notice of change of address
shall be effective only upon receipt.
(i) Counterparts. This Agreement may be executed by facsimile and
in several counterparts, each of which shall be deemed to be an original but all
of which together will constitute one and the same instrument.
(j) Indulgences, Etc. Neither the failure nor any delay on the
part of either party to exercise any right, remedy, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or of any other right, remedy, power or privilege,
nor
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shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence.
(k) Headings. The headings of Sections and paragraphs herein are
included solely for convenience of reference and shall not control the meaning
or interpretation of any of the provisions of this Agreement.
(l) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Rhode Island, regardless
of the laws that might otherwise govern under applicable principles of conflicts
of laws thereof. In the event of any dispute hereunder, the prevailing party
shall be entitled to recover all costs, including reasonable attorneys' fees,
incurred in adjudicating such dispute.
(m) Joint and Several Liability. Notwithstanding any other
provision of this Agreement, each of Holdings and GTECH, and their successors
and assigns, shall be jointly and severally liable for all obligations or any of
them to Executive hereunder. In the event that a substantial portion of the
assets of either company are transferred to any other direct or indirect
subsidiary or other affiliate of the Company, whether in one transaction or a
series of transactions, such company, as applicable, shall cause (prior to or
concurrently with each transfer) the transferee to become a signatory to this
Agreement and to become jointly and severally liable for all obligations or any
of them to Executive hereunder.
(n) Costs. Each party to this Agreement shall be responsible for
its own costs and expenses incurred in the preparation and negotiation hereof
(including, without limitation, the fees and disbursements of its counsel).
13. Revocation; Effective Date. Executive may revoke his agreement
to the terms hereof at any time during the seven-day period immediately
following the date of his signature below ("Revocation Period") by delivering
written notice of his revocation to the Company. This Agreement shall become
effective January 6, 2003 (the "Effective Date").
14. No Admission. The execution of this Agreement does not
represent and shall not be construed as an admission of a violation of any
statute or law or breach of any duty or obligation by either the Company or the
Executive.
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IN WITNESS WHEREOF, Holdings and GTECH have caused this Agreement to be
executed by their duly authorized officers and Executive has signed this
Agreement, all as of the day and year first above written.
GTECH HOLDINGS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇▇ ▇▇▇▇▇
Chairman
GTECH CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇▇ ▇▇▇▇▇
Chairman
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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EXHIBIT A
1. Non-Qualified Stock Option Agreement made as of March 12, 2001 between
Executive and Holdings.
2. Non-Qualified Stock Option Agreement made as of April 3, 2002 between
Executive and Holdings.
3. Restricted Stock Agreement dated as of March 12, 2001 between Executive
and Holdings.
4. Restricted Stock Agreement dated as of April 4, 2002 between Executive
and Holdings.
5. Executive Restricted Stock Agreement - Bonus Award dated as of April 9,
2002 between Executive and Holdings.
NON-QUALIFIED OPTIONS
GRANT DATE GRANTED ▇▇▇▇▇ ▇▇▇▇▇ VESTING ACCELERATED*
---------- ------- ----------- --------------------
3/12/2001 400,000 13.71 300,000
4/3/2002 450,000 23.30 450,000
RESTRICTED STOCK
AWARD DATE AWARDED VESTING ACCELERATED*
---------- ------- --------------------
3/12/2001 60,000 40,000
4/3/2002 50,000 50,000
4/9/2002 5,678 5,678
4/9/2002** 10,708 10,708
4/9/2002*** 1,066 1,066
----------------------------
* Vesting Date as of August 7, 2002, the date of termination. For any applicable
tax calculations on the Vesting Date, the value of GTECH's stock shall be the
closing price of GTECH stock on the NYSE on August 7, 2002.
** Restricted stock of 10,708 was part of the Executive's FY02 bonus and has
been taxed based on a stock value of 23.92.
*** Forfeited under plan rules. Amount applies to the 20% discount on mandatory
base award.