EXHIBIT 10.3
AMENDMENT
THIS AMENDMENT, dated as of June 1, 2001, by and between GTECH HOLDINGS
CORPORATION, a Delaware corporation (the "Company") and W. XXXXX XXXXXX
("Chairman"), amends that certain agreement between the Company and Chairman,
dated as of August 9, 2000.
WHEREAS, the Company and Chairman entered into an agreement on August
9, 2000 (the "Agreement") pursuant to which Chairman provided the Company
full-time services during the process of selecting a Chief Executive Officer;
and
WHEREAS, the Company employed a Chief Executive Officer on March 12,
2001; and
WHEREAS, the Company and Chairman desire to amend certain provisions of
the Agreement to reflect the modified nature of the services to be provided to
the Company by Chairman.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants set forth herein and in the Agreement, the parties hereby amend the
Agreement as follows:
1. This Amendment is effective as of March 12, 2001.
2. Subsection (v) of the definition of "Good Reason" under
Section 1 of the Agreement is deleted in its entirety.
3. Section 2 is amended to include the following additional
sentence at the end of that section: "Chairman agrees that he
is not an employee of the Company but is a non-executive
officer of GTECH Corporation, and as such is entitled to
participate in the benefit plans as provided for in the
Agreement."
4. Section 4(a) of the Agreement is amended to include the
following additional sentence: "Chairman also agrees that the
Company may, at its sole discretion and at any time, remove
him as an officer and/or director of any subsidiary or
Affiliate of the Company other than GTECH Corporation."
5. Section 4(b) of the Agreement is amended to delete the last
sentence of that section, beginning with "Except for illness"
and ending with "performance of Chairman's responsibilities."
6. Section 4(c) of the Agreement is deleted in its entirety.
7. Section 1 of Appendix B is deleted in its entirety, and the
Company no longer has any obligation to provide Chairman
housing or any housing related benefits.
8. Notwithstanding anything to the contrary contained in this
Amendment or the Agreement, Chairman expressly agrees that
none of the changes contained in this Amendment constitute
"Good Reason" for Chairman to resign as that term is defined
in Section 1 of the Agreement.
9. All capitalized terms contained in this Amendment have the
meaning defined in the Agreement, unless otherwise so
indicated herein.
GTECH HOLDINGS CORPORATION
Attest: /s/ Authorized Signatory By: /s/ Authorized Signatory
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Name: Name:
Title: Title:
Witness: CHAIRMAN
/s/ Authorized Signatory /s/ W. Xxxxx Xxxxxx
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W. Xxxxx Xxxxxx
Address: