AGREEMENT
This Agreement is made by and between IGT, a Nevada
corporation, (the "Company") and Xxxxxx X. Xxxxxxx, (the "Employee").
In consideration of the mutual covenants recited herein, the parties
agree as follows:
1. EMPLOYMENT: The Company employs the employee and the
Employee accepts employment upon the terms and conditions of this
Agreement. Employee shall serve as Executive Vice President, Product
Development during the term hereof; or in such other capacity as shall
be designated from time to time by the President and Chief Operating
Officer of the Company. Employee shall perform such duties and have
such responsibilities of an executive or managerial nature as shall be
assigned him from time to time by the President and Chief Operating
Officer of the Company. During the period of his employment
hereunder, Employee shall devote his full business time, attention,
energy, and skill as may be commercially reasonable to the promotion
of the business and affairs of the Company and shall perform
faithfully and to the fullest extent of his ability all duties which
relate to his position of employment by the Company. Nothing
contained herein shall be construed to prohibit or restrict Employee's
right to devote any time, attention or effort with respect to any
other activities so long as such activities are not competitive with
the Company's business of designing, manufacturing and/or distributing
coin operated gaming devices and do not require the devotion of time,
attention or effort which would materially interfere with Employee's
duties and responsibilities pursuant to this Agreement.
2. INITIAL TERM AND EXTENDED TERM: Employee's employment
term hereunder shall commence on March 18, 1996.
The Company, on or before the expiration of the Initial
Term, shall extend the term of this Agreement for a period of not less
than 51 months (but not more than 60 months).
Following the completion of the Extended Initial Term or
Extended Term hereof, the employment shall continue at will, provided
that either party shall be obligated to give the other at least thirty
(30) days' written notice of termination. The Company may, at its
option, waive such notice and if so waived the Employee's resignation
shall be immediately effective.
3. STANDARDS OF PERFORMANCE: Employee will perform all of
his duties in a fully professional manner pursuant to the standouts of
skill, competence and efficiency expected of his position, and subject
to the direction and control of the Board of Directors or appropriate
officers of the Company. Employee will devote his full business time,
energy and attention as may be commercially reasonable to the
furtherance and best interests of the Company, and to the performance
of his duties hereunder. Notwithstanding anything herein to the
contrary, Company acknowledges and agrees that the Employee may hold
stock in CDS.
4. COMPENSATION, BENEFITS, AND PERSONNEL POLICIES:
(a) As compensation for all services rendered pursuant
to this Agreement, Employee shall be entitled to a base salary in a
gross amount equivalent to $250,000 calculated on an annualized
basis, and payable pursuant to the Company's regular payroll
practices. The salary is subject to periodic review and upward
adjustment as recommended and approved by the Company in its sole
discretion. Employee shall also receive a one-time, cash payment in
the amount of $150,000 payable ten (10) days from the commencement of
the Initial Term. Employee agrees to return the entire sum of
$150,000 to the Company should Employee voluntarily terminate his
employment prior to December 8, 1996 without good reason. Employee is
also eligible to be considered for cash sharing and for payment of a
management bonus, based on criteria reasonably established and
consistently applied by the Board of Directors, payable at the
discretion of the Board of Directors and/or appropriate officers and
based on overall company performance in meeting business plan goals as
well as any additional specific criteria mutually agreed upon between
Employee and the Company. Such bonus, if granted, shall take the form
of cash. The Company shall still be obligated to compensate Employee
as though Employee was continuously employed by Company during any
interim pause in employment between the Initial Term and the Extended
Term arising out of the failure of the Continued Employment Conditions
including any injunction or legal impediment brought by CDS against
the Company. In the event that said injunction or legal impediment
prohibits the Company from compensating the Employee during this
pause, Company agrees to make a one time lump sum payment equal to the
compensation that otherwise would have been paid, once the injunction
or legal impediment expires; provided however that Employee does not
receive other compensation for work performed for anybody other than
Company during any interruption of employment term unless the Employee
obtains Company's written consent to work in the interim.
(b) As additional compensation to the Employee, for
services provided under this Agreement, the Company will promptly
following the date hereof issue or transfer and deliver, or cause to
be transferred or delivered, to Employee at a price of $.01 per share,
share certificates representing 225,000 shares of restricted, fully
paid and non-assessable Common Stock of the Company. The certificates
representing such shares shall be held by the Company, and the shares
are subject to repurchase by the Company at $.01 per share if
Employee's employment with the Company terminates for any reason
except as provided in Sections 5 (b), (d), (e) and (g) and 13, and
provided further that: (a) at the end of two (2) years of actual
service with the Company after the date of execution of this
Agreement, the repurchase option shall expire with respect to a total
of 75,000 shares; (b) at the end of three (3) years of actual service
with the Company after the date of execution of this Agreement, the
repurchase option shall expire with respect to an additional 75,000
shares; and (c) at the end of five (5) years of actual service with
the Company after the date of execution of this Agreement, the
repurchase option shall expire with respect to a total of 75,000
shares. The aggregate amount of share grants under this Agreement
shall not exceed 225,000 shares.
In the event that Employee's employment is suspended or
interrupted for any reason, including without limitation, Employee is
enjoined from employment or otherwise, Employee's restricted shares
will continue to fully vest and be exercisable on each of the two,
three and five year anniversary dates as though the Employee was
continually employed on and after the date of execution; provided,
however, such vesting shall apply with respect to only fifty percent
(50%) of the restricted shares exercisable on said anniversary dates.
For example, if the Employee is enjoined from working for the Company
for a period of one (1) year, only fifty percent (50%) of the
restricted shares will be subject to the Company's repurchase option
two (2) years after the date of execution. With respect to the
remaining fifty percent (50%) of the restricted shares, they shall
vest and no longer be subject to the Company's repurchase option on
and as of the date the Employee actually worked for the Company for a
period of two (2) years. Employee's receipt of any shares of
restricted stock that vest during his absence shall be conditioned on
his resumption of employment with the Company immediately following
the earliest to occur of the Extended Term Conditions. Employee
agrees to return the fifty percent (50%) restricted shares received
should he fail to resume employment in the Extended Term except as
otherwise provided in Section 5.
(c) Employee is also covered by and/or entitled to
participate in the Company's policies and/or plans regarding benefits
of employment, including the Company's health benefit plan and Profit
Sharing/401K plan, as are customarily available to and on the same
terms as executives at Employee's level. Employee's Profit Sharing
Plan benefits fully vest December 7, 1996 for the entire 1996 fiscal
year and each fiscal year thereafter even though the Employee's
employment term may be interrupted in the interim. In addition,
Employee's employment is subject to the Company's personnel and
financial policies as they may be developed and modified from time to
time.
(d) The Company will reimburse Employee for reasonable
out-of-pocket expenses incurred in connection with the performance of
his duties, including but not limited to travel expenses, food and
lodging while away from home, and reasonable entertainment expenses,
consistent with such policies as the Company may establish from time
to time.
(e) Employee shall be entitled to paid
discretionary time off in accordance with the plans, policies,
programs and practices as in effect generally with respect to other
peer executives of the Company. For purposes of paid discretionary
time off, Employee's seniority shall revert to the seniority attained
prior to Employee's resignation from the Company dated December 7,
1995.
5. TERMINATION OF EMPLOYMENT:
This Agreement and all obligations hereunder shall terminate
upon the earliest to occur of any of the events specified below except
that the obligations contained in Sections 4 and 6 through 21
inclusive shall survive any termination hereunder:
(a) Employee's employment term shall terminate upon
expiration of the Initial Term or, if applicable, the Extended Initial
Term or Extended Term of the Agreement. The expiration of the Initial
Term shall not terminate the obligations of the Company and Employee
under Section 2 including without limitation the Extended Initial Term
and/or Extended Term of the Agreement that commences on the earlier of
the occurrence of one or more of the Continued Employment Conditions
and/or the Extended Term Conditions, respectively and Section 4
including without limitation continued compensation and vesting of
stock.
(b) Without cause: The Company may terminate
Employee's employment at any time, without cause and for any reason
other than cause, disability, death or Employee resignation, effective
upon thirty (30) days' written notice to Employee. In the event
Company terminates Employee without cause, Employee shall be entitled
to the following: (i) lump sum payment equal to the base salary for
the remaining years or term of this Agreement; (ii) any bonus which
accrued (pro rata) prior to termination; (iii) any and all shares of
stock of the Company issued to and owned by or beneficially held by
Employee, including the restricted shares, all of which shall
immediately vest and be transferred to Employee and no longer be
subject to any repurchase option; (iv) any and all stock options
granted to Employee which options shall be governed by their terms or
the Plan pertaining to such options; and (v) any and all other
Employee benefits which accrued prior to Termination.
(c) With cause: The Company may also terminate
Employee's employment, at any time and without any prior notice,
written or otherwise, for cause which, for purposes of this Agreement
is defined only the following events as determined by the Company,
upon reasonable investigation, in its judgment and discretion, as the
case may be: (i) a substantial act which is dishonest and fraudulent
against the Company; (ii) a conviction of a felony or conviction of a
gross misdemeanor involving moral turpitude or criminal conduct
against the Company; or (iii) a substantial act or omission which
constitutes willful misconduct in the performance of the Employee's
services, including refusal to perform material duties of his position
or any material breach of a material term of this Agreement which is
not remedied within thirty days after written notice describing the
particulars of the breach from the Company to the Employee. In the
event the Company terminates Employee for cause, Employee shall be
entitled only to the following: (i) the accrued base salary up to and
including the date of termination; (ii) any bonus which has accrued
and is payable prior to termination; (iii) only those shares of stock
of Company issued to and owned by or beneficially held by Employee
which have actually vested and are therefore no longer subject to any
repurchase option prior to the date of termination; (iv) any and all
stock options granted to Employee which options shall be governed by
their terms or the plan pertaining to such options; and (v) any and
all Employee benefits which have accrued prior to the date of
termination; provided, however, that the Employee's right to indemnity
shall apply for a period of one (1) year after the effective date of
termination in accordance with Section 10(d). All other unvested
grants of options and unvested restrictive shares shall be forfeited
as of the date of termination. In addition, Employee recognizes and
acknowledges that the Company reserves the right to seek appropriate
relief for whatever damage may have been caused by that cause or
misconduct.
(d) Disability: The employment of Employee may be
terminated by the partial or total disability of Employee through
illness or otherwise which renders him unable to substantially perform
his services hereunder. For purposes hereof, the term "disability" is
hereby defined to mean any substantial mental or physical disability
which renders the Employee unable to perform his services and such
failure or inability continues for ninety consecutive days or for a
total of one hundred eighty days during any twelve month period. In
the event Company terminates Employee on account of disability,
Employee shall be entitled to the following on the effective date of
such termination: (i) the base salary accrued up to and including the
effective date of termination; (ii) any bonus which has accrued (pro
rata) prior to termination; (iii) any and all shares of stock the
Company issued to and owned by or beneficially held by Employee,
including restricted shares all of which shall automatically vest and
are therefore no longer subject to any repurchase option; (iv) any and
all stock options granted to Employee which options shall be governed
by their terms or the plan pertaining to such options; and (v) any and
all other Employee benefits which accrued prior to the effective date
of termination. All unvested grants of options and unvested
restricted shares shall be forfeited as of the date of termination.
(e) Death: The employment of Employee shall
immediately terminate upon the death of Employee, in which event the
Company shall not thereafter be obligated to make any further payments
hereunder except amounts payable to Employee under insurance policies
on the life of the Employee maintained by the Company, and Employee
shall be entitled to the following: (i) the base salary accrued up to
an including the date of termination; (ii) any bonus which accrued
(pro rata) prior to the termination; (iii) any and all shares of stock
that the Company issued to and owned by or beneficially held by
Employee, including the restricted shares all of which shall
automatically vest and are therefore no longer subject to any
repurchase option up to and including the date of termination; (iv)
any and all stock options granted to Employee which options shall be
given by the terms or the plan pertaining to such options; and (v) any
and all benefits which have accrued prior to the termination. All
unvested grants of options and unvested restricted shares shall be
forfeited as of the date of termination.
(f) Employee Resignation: The employment of Employee
may be terminated by resignation by Employee at any time; provided,
however, Employee shall provide thirty (30) days' prior written notice
to Company. Company may, at its option, waive such notice and the
Employee's resignation shall be immediately effective. In the event
Employee resigns his employment after two (2) years of actual service
with the Company, Employee shall be entitled only to the following:
(i) base salary accrued up to and including the effective date of
termination; (ii) any bonus which is accrued and payable prior to the
effective date of termination; (iii) any and all shares of stock of
the Company issued to and owned by or beneficially held by Employee,
including the restricted shares, which have vested and are therefore
no longer subject to any repurchase option; provided, however,
Employee agrees to return any restricted shares in accordance with
Section 4(b) which have vested during his absence; (iv) any and all
stock options granted to and have vested in Employee up to and
including the effective date of termination; and (v) any and all other
benefits which have accrued prior to the effective date of
termination; provided further, however, that Employee shall not be
entitled to indemnification by the Company in accordance with Section
10(d) if Employee resigns his employment any time prior to the
expiration of two (2) years' of actual service with the Company.
6. NON-COMPETITION AND NON-SOLICITATION:
(a) In consideration of the rights and benefits
granted under this Agreement, Employee agrees that for a period of one
(1) year after termination of employment for any reason, he/she shall
not, directly or indirectly, own, manage, control or associate with as
an agent, officer, employee, investor, lender, or otherwise with any
business entity which competes anywhere in the world with the business
of the Company or any of its affiliates in the design, manufacture
and/or distribution of coin-operated gaming or amusement devices
and/or lottery devices, systems or tickets.
Nothing in this subsection (a) shall be construed,
however, to prevent Employee from owning securities of any publicly-
owned corporation engaged in any such business, provided that the
total amount of securities of each class owned by Employee in such
publicly-owned corporation does not exceed one percent (1%) of the
outstanding securities of such class.
(b) During Employee's employment and for one year
thereafter, Employee will not, on Employee's own behalf or on behalf
of anyone else engaged in a similar line of business, directly or
indirectly solicit business from any customers sold or serviced by
Employee during his employment with the Company.
(c) During Employee's employment and for one year
thereafter, except as required by Employee's duties for the Company,
he will not, directly or indirectly, or in concert with others,
influence or otherwise cause any employee of the Company or any of its
affiliates to leave their employment with the Company,
7. CONFIDENTIALITY, TRADE SECRETS AND ASSIGNMENT OF
INVENTIONS:
(a) Employee acknowledges that he will, in the course
of, or incident to, his employment hereunder, obtain from the Company
trade secrets and other proprietary confidential business information
of the Company, its corporate parent and other affiliates (the
"Restricted Information") which term shall include all proprietary
information that is not known by, or generally available to, the
industry at large and that concerns the business or affairs of the
Company and such other affiliated entities (including, without
limitation, customer lists, marketing plans, pricing information and
formulas, business plans and methods and employee lists, salaries and
benefits). Employee acknowledges that his obtaining the Restricted
Information is intended to, and necessary to, enable him successfully
to solicit, obtain and/or service customers of the Company, as the
duties of his employment may demand, and that the confidentiality of
such Restricted Information is necessary to the Company's ability to
compete with its competitors. Employee agrees that:
(i) during the term of his employment hereunder, and
at all times thereafter, he will hold all and each portion of the
Restricted Information in the strictest confidence, and not
disclose, communicate or divulge the same to, or use the same for
the direct or indirect benefit of any person or entity (which
terms, as used in this Agreement, shall include, without
limitation, any firm, corporation, association or group) except
as required in the performance of his duties hereunder until such
information becomes known by or generally available to the
industry at large; and
(ii) upon termination of his employment hereunder for
any reason whatever, he will immediately return to the Company
all documents or other tangible records, and any and all copies
thereof, within his possession, custody or control, containing or
reflecting any information concerning the Restricted Information
or any portion thereof.
(b) Any and all writings, inventions, improvements,
processes, systems, procedures and/or techniques which Employee may
make, conceive, discover or develop, either solely or jointly with any
other person or persons, at any time during the term of this Agreement
and any renewal hereof, whether during working hours or at any other
time whether at the request or upon the suggestion of the Company or
otherwise, which relate to or are useful in connection with the
business now or hereafter carried on or contemplated by the Company,
its parent or affiliates, including developments or expansions of its
present fields of operations, shall be and hereby are the sole and
exclusive property of the Company. Employee shall make full
disclosure to the Company of all such writings, inventions,
improvements, processes, systems, procedures and techniques and shall
do all such acts and execute, acknowledge and deliver all such
instruments in writing as may be necessary to vest in the Company the
absolute title thereto. Employee further covenants and agrees to
write and prepare all specifications and procedures and to aid and
assist the Company in all other ways in order that the Company or its
nominee properly can prepare and present all applications for
copyright or Letters Patent thereof, can secure such copyright or
Letters Patent wherever possible, as well as reissues, renewals, and
extensions thereof, and can obtain the record title to such copyright
or patents so that the Company or its nominee shall be the sole and
absolute owner thereof in all countries in which it may desire to have
copyright or patent protection. It is understood and agreed that
Employee shall not be entitled to any additional or special
compensation or reimbursement in regard to any and all such writings,
inventions, improvements, processes, systems, procedures and
techniques.
8. EMPLOYEE ACKNOWLEDGMENT; EMPLOYER'S REMEDY:
(a) Employee acknowledges that the Company and its
affiliates are engaged in a highly competitive business and that the
Restricted Information as well as their business techniques and
programs are of great significance in enabling them to compete and
participate in the various markets in which they are or seek to be
active. Employee, therefore, agrees that the restrictions contained
in Sections 6 and 7 above are reasonable and necessary in order to
protect the legitimate interests of the Company, its corporate parent
and their respective affiliates and that any violation thereof would
result in irreparable injury to the Company or such other entities.
Employee, therefore, acknowledges and agrees that, in the event of any
violation thereof the Company and/or its corporate parent shall be
authorized and entitled to obtain, from any court of competent
jurisdiction, preliminary and permanent injunctive relief as well as
an equitable accounting of all profits and benefits arising out of
such violation, which rights and remedies shall be cumulative and in
addition to any other rights or remedies to which the Company and/or
its parent and affiliates may be entitled. In the event that any
provision of Sections 6 or 7 above is held to be in any respect an
unreasonable restriction upon Employee, then the court so holding may
reduce the territory to which it pertains and/or the period of time in
which it operates, or effect any other change to the extent necessary
to render such sections enforceable.
(b) As used in this Agreement, the term "affiliate,"
when referring to any person or entity shall mean and include any
person or entity controlling, controlled by or under common control
with the person or entity referred to.
9. CERTAIN REPRESENTATIONS: EMPLOYEE REPRESENTS AND
WARRANTS THAT THE KNOWLEDGE, SKILLS AND ABILITIES HE POSSESSES AT THE
TIME OF COMMENCEMENT OF EMPLOYMENT HEREUNDER ARE SUFFICIENT TO PERMIT
HIM, IN THE EVENT OF TERMINATION OF HIS EMPLOYMENT HEREUNDER FOR ANY
REASON EXCEPT TERMINATION WITHOUT CAUSE, TO EARN, FOR A PERIOD OF ONE
YEAR FROM SUCH TERMINATION, A LIVELIHOOD SATISFACTORY TO HIMSELF
WITHOUT VIOLATING ANY PROVISION OF SECTIONS 6 AND 7 HEREOF, FOR
EXAMPLE, BY USING SUCH KNOWLEDGE, SKILLS AND ABILITIES, OR SOME OF
THEM IN THE SERVICE OF A NON-COMPETITOR OF THE COMPANY- EMPLOYEE
ACKNOWLEDGES THAT HIS COVENANTS CONTAINED IN SECTIONS 6 AND 7 ARE
GIVEN IN CONSIDERATION OF HIS EMPLOYMENT HEREUNDER.
10. INDEMNIFICATION:
(a) The Company shall defend, indemnify and hold
harmless Employee, Employee's family, agents, successors and assigns
against any and all claims, damages, losses, judgments, fines, amounts
paid in settlement, liability and expenses whether in contract or in
tort, including reasonable attorney's fees (collectively "Damages"),
including without limitation, Damages incurred in connection with any
threatened, pending or completed action, suit, proceeding (including
actions by or in the right of the Company) or arising out of or
resulting from any action taken by any person, including CDS or any of
its subsidiaries or affiliates, its directors, offices, employees and
assigns which may concern Employee's termination of employment with
CDS or discussions, execution and/or performance of this Agreement and
irrespective of whether such Damages arose before or after the date
hereof.
(b) Employee agrees promptly to notify the Company in
writing upon being served with any summons, citation, subpoena,
complaint, information or other document relating to any proceeding or
matter which may be subject to indemnification covered hereunder.
(c) Employee agrees to indemnify the Company for any
and all direct damages that it actually incurs as a direct result of
any material and willful breach of this Agreement by Employee
requiring Employee to be terminated for Cause under Section 5(c)
provided, however, that such indemnity will exclude consequential
damages.
If any claim or demand is asserted against any person
(individually or collectively the "Indemnified Person") in respect of
which the indemnified person may be entitled to indemnification under
the provisions of this Agreement, written notice of such claim or
demand shall promptly be given to the person (individually or
collectively the "Indemnifying Party") from whom indemnification may
be sought. The Indemnifying Party shall have the right, by notifying
the Indemnified Person within ten days after receipt of such notice of
claim or demand to assume the entire control of the action, defense,
compromise or settlement of the matter, including at the Company's
expense, employment of counsel to represent the Indemnified Person.
The Employee shall also have the right to employ counsel in such
matter, provided, however, that the fees and expenses of such counsel
shall be at the expense of the Company and subject to the Company's
prior written consent. The Indemnifying Party shall not indemnify the
Indemnified Party for any amounts paid in the action, defense,
compromise or settlement of any matter affected without the
Indemnifying Party's written consent.
Any Damages to the Employee caused by failure of the
Company to act, defend, compromise or settle any claim or demand in a
reasonably expeditious manner, after the Company is given notice it
will assume control of the action, defense, compromise or settlement
of the matter, shall be included in the Damages for which the Company
shall be obligated to indemnify the Employee.
With respect to an Indemnified Person's legal fees and
costs which the Company is required to indemnify Employee, the Company
shall reimburse Employee within 30 days of Employee's written request
and sufficient documentation for payment.
(d) The provisions of Section 10 apply immediately and
retroactively and shall survive the termination of this Agreement for
any reason, including any renewal periods, and irrespective of whether
the Indemnified Person discovered or learned of the facts justifying a
claim of indemnity unless Employee voluntarily resigns his employment
any time prior to the expiration of two (2) years of actual service
with the Company, or is terminated for cause, in which case the
provisions of Section 10 shall apply for a period of one (1) year
after the termination date.
11. GOVERNING LAW: This Agreement will be governed by and
construed according to the laws of the State of Nevada without regard
to conflicts of laws principle.
12. RESOLUTION OF DISPUTES: Any dispute, controversy or
claim between the Company and Employee arising out of or in respect to
this Agreement (or its validity, interpretation or enforcement), the
employment relationship or the subject matter hereof shall at the
request of either party be submitted to and settled by arbitration
conducted before a panel of three arbitrators in Washoe County, Nevada
in accordance with the Arbitration Rules of the American Arbitration
Association. The arbitration of such issues, including the
determination of any amount of damages suffered, shall be final and
binding upon the parties to the maximum extent permitted by law. The
arbitrators in such action shall not be authorized to change or modify
any provision of this Agreement. Judgment upon the award rendered by
the arbitrators may be entered by any court having jurisdiction
thereof. The arbitrator shall award reasonable expenses (including
reimbursement of the assigned arbitration costs) to the prevailing
party upon application therefor.
13. CHANGE OF CONTROL: Notwithstanding anything herein to
the contrary, in the event that a Change-in-Control occurs on or after
the date hereof and Employee terminates for any reason; (i) Employee
shall receive a lump sum payment equal to the base salary for the
remaining term of this Agreement; (ii) a pro rata share of any bonus
then earned); (iii) all stock options and restricted shares then held
by Employee shall immediately vest in full and the restricted shares
shall no longer be subject to forfeiture under any circumstances,
including Employee ceasing to be employed by the Company for any
reason, and the options shall be execrable in accordance with their
terms or the applicable stock option plan; and (iv) any and all other
Employee benefits which have accrued prior to the effective date of
termination. For purposes of this section, the term "Change-in-
Control" shall be defined as (a) a sale of fifty-one percent 51% or
more of the Company's assets whether by value of assets or by number
of assets; or (b) the merger, consolidation, division or other
reorganization of the company in which its shareholders cease to own
beneficially and/or record more than fifty percent (50%) of the issued
and outstanding shares of the surviving or new company. Change-in-
Control shall also include the Company ceasing to conduct its
business, dissolving, liquidating, filing a voluntary bankruptcy
petition or becoming the subject of an involuntary bankruptcy petition
or becoming the subject of any state or federal insolvency proceeding
of any kind. In no event shall amounts payable as a result of a Change-
in-Control exceed the limits specified in Section 280G of the Internal
Revenue Code.
14. BOARD RATIFICATION: The Board of Directors of
International Game Technology will ratify this Agreement at the next
regularly scheduled meeting of the Board of Directors, if not earlier.
15. ENTIRE AGREEMENT: This Agreement sets forth the entire
agreement and understanding between the parties relating to the
subject matter of it, and supersedes and merges all prior discussions
between the parties about such subject matter.
16. SEVERABILITY: In the event that one or more of the
provisions contained in this Agreement are held to be invalid, illegal
or unenforceable in any respect by a court of competent jurisdiction,
such holdings shall not impair the validity, legality or
enforceability of the remaining provisions herein.
17. SUCCESSORS AND ASSIGNS: This Agreement is binding on
Employee's heirs, executors, administrators, and other legal
representatives and will be for the benefit of the Company, its
successors and assigns.
18. NOTICES: Any notice or other communication required or
given hereunder shall be in writing and delivered personally or sent
by telecopier, certified, registered, or express mail, postage
prepaid, and shall be deemed given when so delivered personally or by
telecopier, or if mailed, two days after the date of mailing, as
follows:
If to the Company addressed to it at:
IGT
0000 Xxxx Xxxx
Xxxx, Xxxxxx 00000
with a copy to:
Xxxxx XxXxx
Vice President and General Counsel
IGT
0000 Xxxx Xxxx
Xxxx, Xxxxxx 00000
If to Employee, addressed at:
____________________________
Employee
_____________________________
_____________________________
or at such other address as either party may from time to time specify
by giving notice as provided herein.
19. SECTION HEADINGS: The section headings contained in
this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.
20. INTERPRETATION: All defined terms herein include the
plural as well as the singular. All references in this Agreement to
designated "Sections" or "Paragraphs" and other subdivisions are to
the designated Sections and Paragraphs and other subdivisions of this
Agreement. All references in this Agreement to any party shall
include all permitted transferees of such party. This Agreement shall
not be construed for or against either party by reason of the
authorship or alleged authorship of any provisions hereof or by reason
of the status of the respective parties. This Agreement shall be
construed reasonably to carry out its intent without presumption
against or in favor of either party.
21. AMENDMENTS AND WAIVERS: This Agreement may not
be amended, modified, superseded, canceled, renewed, extended or any
terms waived, except by written instrument signed by both parties or
in the case of waiver, by the party to be charged.
Agreed to and accepted this 12th day of March, 1996.
IGT EMPLOYEE
By: /s/Xxxxx XxXxx /s/Xxxxxx X. Xxxxxxx
Xxxxx XxXxx Xxxxxx X. Xxxxxxx
Its: V.P. General Counsel
