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EXHIBIT 10.2
AMENDMENT TO AGREEMENT
This Amendment to Agreement is entered into this 28th day of March, 2001, by and
between GTECH HOLDINGS CORPORATION AND GTECH CORPORATION, each a Delaware
corporation (collectively, the "Company"), and XXXXXX X. XXXXX ("Executive").
WHEREAS, the parties have entered into an agreement dated March 5, 2001
regarding the employment by the Company of the Executive (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Section 6(d) of the Agreement is hereby deleted and replaced by the
following:
"(d) Restricted Stock. On the Effective Date, the Company
shall grant to Executive 30,000 shares of Restricted Stock
(the "Restricted Shares") under the 2000 Plan (as defined in
Section 6(c)(i) above), subject to Executive's execution of
the Company's Restricted Stock Agreement. The Restricted
Shares shall vest as follows: 10,000 shares vest 12 months
after the Effective Date, 10,000 shares vest 24 months after
the Effective Date and 10,000 vest 36 months after the
Effective Date. The Restricted Shares, after vesting, may be
transferred only in accordance with the terms and conditions
of the 2000 Plan."
2. The parties acknowledge that the Executive has been appointed as President
and Chief Executive Officer of the Company. The parties agree that in the event
that the title and position of President is removed by the Board of Directors of
the Company at any time during the Term of the Agreement, such removal shall not
be considered "Good Reason" as defined in Section 1 of the Agreement.
3. Exhibit B, Section 6 of the Agreement is hereby deleted and replaced by the
following:
6. Perquisite Plan. During the Term, Executive shall be
entitled to participate in the Company's Executive Perquisites
Plan in a manner similar to Senior Executives. Without
limiting the foregoing, Executive shall be entitled to full
perquisite benefits under the Plan during calendar year 2001.
Benefits specifically numbered above in this Appendix B shall
not be deemed to be provided under the Plan or subject to the
Plan's cap."
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4. Except as amended hereby, all other terms of the Agreement remain in full
force and effect, and are hereby ratified and affirmed.
IN WITNESS WHEREOF, GTECH Holdings Corporation and GTECH Corporation have caused
this Amendment to Agreement to be executed by their duly authorized officers,
and Executive has signed this Amendment to Agreement, all as of the day and year
first above written.
GTECH HOLDINGS CORPORATION
Attest: /s/ By: /s/
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Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxxx XxXxxxxx
Title: Executive Assistant Title: Sr. Vice President,
Human Resources
GTECH CORPORATION
Attest: /s/ By: /s/
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Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxxx XxXxxxxx
Title: Executive Assistant Title: Sr. Vice President,
Human Resources
Witness: XXXXXX X. XXXXX
/s/ /s/
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Xxx X. Xxxxxx Xxxxxx X. Xxxxx
PVD 428118
