Consulting Agreement
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THIS AGREEMENT made this 18th day of September, 1997, between Video Lottery
Technologies, Inc., and its subsidiary corporations, 0000 Xxxxx 0xx Xxx.,
Xxxxxxx, XX 00000 (collectively the "Company"), and Xxxxxxxx Xxxxxx, 0000
Xxxxxxxxx Xxxxx, Xxx Xxxxx, XX 00000 ("Consultant").
The parties agree as follows:
Section 1: Scope of Work. Consultant shall:
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A) Serve as the Chairman of the Compliance Committee of the Company, and
otherwise to provide advice and assistance to the Company on matters
of regulatory compliance and such other matters as requested by the
President and CEO of the Company.
Section 2: Compensation.
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A) In consideration of Consultant's performing services hereunder, the
Company shall pay Consultant an annual fee of $75,000 payable in equal
monthly installments within twenty (20) days after the end of each
calendar month during the term hereof.
B) In addition, Consultant shall receive $1,000 per day for each day in
which such services are performed upon submission by Consultant of a
monthly invoice with a description of the services rendered during the
preceding month.
C) The Company shall reimburse Consultant's actual expenses incurred in
carrying out the activities described in Section 1 above, including
costs of travel, telephone and post charges, and printing costs.
Consultant shall provide the Company with appropriate documentation to
support each expense payable within 15 days after the end of each
month. Such reimbursement of expenses shall be in accordance with
existing Company policy. Section 3: Term. The term of this Agreement
shall be one year commencing January 16, 1998, and terminating on
January 16, 1999. Notwithstanding the foregoing, either party may
terminate this agreement for any reason during the term, upon 90 days
written notice of intent to terminate to the other party.
Section 4: During the term hereof, Consultant agrees to use her best efforts,
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skill, knowledge and experience in the performance of the services hereunder;
and Consultant will not directly or indirectly maintain any business or
financial interests, or engage in any business or financial activities, or
perform similar type services as provided hereunder which conflict with the
interests of the Company. Consultant also agrees not to disclose, either during
the term hereof or thereafter, any unpublished or confidential proprietary
information concerning the business of the Company obtained by Consultant
hereunder.
Section 5:
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A) It is understood that Consultant will perform services hereunder as an
independent contractor, and not as an employee, agent or legal
representative of the Company for any purpose.
B) This agreement is not assignable by Consultant.
C) Nothing in this Agreement shall prejudice or alter the rights of
either party under any other valid existing or future agreements
between these parties.
Section 6. Consultant hereby acknowledges that she has received and read the
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Company's Code of Conduct and agrees to abide by its provisions.
Section 7. It is understood that the Consultant's services to be provided
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hereunder shall be separate and distinct from Consultant's duties and
responsibilities as a member of the Board of Directors of the Company.
Section 8. Consultant understands that: (i) the Company and its directors,
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officers, employees and consultants are subject to investigation and regulation
by governmental regulatory agencies; (ii) Consultant's engagement hereunder is
subject to review and approval by the Company's Compliance Committee; and (iii)
Consultant's engagement hereunder is subject to the maintenance in good standing
of its status with such agencies.
Section 9. This Agreement shall not be modified except in writing signed by both
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parties hereto.
CONSULTANT VIDEO LOTTERY TECHNOLOGIES, INC.
/s/ Xxxxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxxxxx Xxxxxx
Title: CFO
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