Scientific Games Corporation Change in Control Protection Plan, adopted as of August 25, 2020

“Annual Base Salary” means the Participant’s annual base salary as in effect as of the date of the Participant’s Qualifying Termination (without regard to any reduction that would constitute Good Reason).

“Benefits Continuation Period” means (a) 24 months with respect to the CEO and the Group Chief Executive, Gaming as of the Adoption Date and (b) 18 months with respect to any other Participant.

“Board” means the Company’s Board of Directors.

“Bonus Amount” means an amount equal to the highest annual cash bonus amount paid to the Participant in respect of the two most recent fiscal years of the Company, but in no event more than the Participant’s Target Bonus Amount immediately prior to the Participant’s Qualifying Termination; provided that if the Participant is subject to an individual employment agreement between the Company and the Participant that would provide for a higher bonus amount to be used for determining severance payments under such agreement as of the date of such Participant’s Qualifying Termination, then the Bonus Amount shall be such higher amount.

“Cause” means: (a) gross neglect by the Participant of his or her duties to the Company; (b) the Participant’s indictment for or conviction of a felony, or any non-felony crime or offense involving the property of the Company or evidencing moral turpitude; (c) willful misconduct by the Participant in connection with the performance of his or her duties to the Company; (d) intentional breach by the Participant of any material provision of any written agreement with the Company; (e) material violation by the Participant of a material provision of the Company’s Code of Business Conduct; (f) the Participant’s failure to qualify (or failure to remain qualified) under any suitability or licensing requirements to which the Participant may be subject by reason of his or her position with the Company; or (g) any other willful or grossly negligent conduct of the Participant that would make the continued employment of the Participant by the Company materially prejudicial to the best interests of the Company; provided that, upon the occurrence of one or more conditions specified in (a) through (g) above, other than (b), the Company or, in the case of the CEO, the Board shall provide notice to the Participant of the existence of such condition(s) and the Participant shall have 15 days following receipt of such notice to correct such condition(s), the determination of whether such condition(s) has been corrected shall be made by the Company or the Board, as applicable, in its reasonable, good faith discretion, and any failure by the Participant to correct such condition(s) shall result in any termination of the Participant’s employment following any such occurrence to be deemed a termination for Cause.

“CEO” means the President and Chief Executive Officer of the Company.

“Change in Control” shall be deemed to have occurred if any “person”, as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act, directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of at least 30% of the then-outstanding securities of the Company eligible to vote for the election of the members of the Board; provided that, neither “person” nor entity shall include the Company, MafCo or any benefit plan sponsored or maintained by the Company (including any trustee of such plan acting as trustee).

“Change in Control Date” means the first date after the Adoption Date on which a Change in Control occurs.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Committee” means the Compensation Committee of the Board.

“Equity Awards” means all equity-based awards, including options and restricted stock units, with respect to the Company’s Common Stock, $0.001 par value, or SciPlay Corporation’s Class A Common Stock, $0.001 par value.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“General Release” means a general release of claims in the form attached hereto as Exhibit A, subject to any updates in order to comply with applicable law.

“Good Reason” means that, without the Participant’s prior written consent, any of the following shall have occurred during the Term: (a) a material diminution of the Participant’s positions, titles, offices, authorities, duties or responsibilities, except in connection with the termination of the Participant’s employment for Cause or due to disability or death; (b) a decrease in the Participant’s base salary or annual target bonus opportunity; (c) any material breach by the Company of any written agreement between the Participant and the Company; (d) a relocation of the Participant’s principal work location by more than 50 miles; or (e) in the case of the CEO only, a requirement that on a continuing basis he or she report to anyone other than the Board or one or more non-executive members of the Board; provided that, an event or circumstance shall not constitute Good Reason unless the applicable Participant shall have provided the Company with written notice of the specific event or circumstance alleged to constitute Good Reason within 60 days after he or she has knowledge of such event or circumstance and the Company shall have failed to cure such event or circumstance within thirty 30 days after such notice has been given to the Company (the date that is 60 days after the expiration of such cure period, the “Good Reason End Date”).

 “MafCo” means each of (a) MacAndrews & Forbes Incorporated, its successors and its direct and indirect subsidiaries and affiliates, (b) Ronald O. Perelman, (c) The ROP Revocable Trust dated 1/9/2018, (d) any of the directors or executive officers of MacAndrews & Forbes Incorporated or its successors and (e) any of their respective Permitted Transferees.

“Plan Administrator” means the Committee or its designee.

“Permitted Transferees” means, with respect to any person that is a natural person (and any Permitted Transferee of such person), (a) such person’s immediate family, including his or her spouse, ex-spouse, children, step-children and their respective lineal descendants, (b) the estate of Ronald O. Perelman and (c) any other trust or other legal entity the beneficiary of which is such person’s immediate family, including his or her spouse, ex-spouse, children, stepchildren or their respective lineal descendants.

“Pro Rata Bonus” means an amount equal to (a) the annual bonus (if any) that would have been payable to the Participant based on actual performance had the Participant remained in employment with the Company during the entire fiscal year in which the Participant’s Qualifying Termination occurred (without regard to any reduction that would constitute Good Reason), multiplied by (b) a fraction, the numerator of which is the number of days the Participant was employed in the fiscal year in which the Participant’s Qualifying Termination occurs, and the denominator of which is the total number of days in the fiscal year in which the Participant’s Qualifying Termination occurs.

 “Qualifying Termination” means the termination of the Participant’s employment during by the Company without Cause during the Term or by the Participant for Good Reason prior to the applicable Good Reason End Date.

 “SEC” means the U.S. Securities and Exchange Commission.

 “Section 280G” means Section 280G of the Code and the regulations promulgated thereunder, as amended or supplemented from time to time.

 “Section 409A” means Section 409A of the Code and the regulations promulgated thereunder, as amended or supplemented from time to time.

 “Severance Multiple” means (a) with respect to the CEO and Group Chief Executive, Gaming as of the Adoption Date, two (2) times and (b) with respect to any other Participant, one and a half (1.5) times.

 “SciPlay Board” means the Board of Directors of SciPlay Corporation.

 “Standard Termination Payments” means:

 (a)          any accrued but unpaid base salary for services rendered by the Participant to the date of such Participant’s Qualifying Termination, which shall be payable in accordance with the Company’s regular payroll practices;

 (b)          any vested non-forfeitable amounts owing to the Participant or accrued with respect to the Participant under applicable benefit plans, programs and arrangements as of the date of such Participant’s Qualifying Termination, which shall be paid under the terms and conditions of such plans, programs and arrangements (and agreements and documents thereunder); and

 (c)          any reasonable business expenses and disbursements incurred by the Participant prior to such Participant’s Qualifying Termination, which shall be reimbursed in accordance with the Company’s standard policies and procedures.

 “Target Bonus Amount” means the Participant’s target annual cash bonus amount for the fiscal year in which the Participant’s Qualifying Termination occurs (without regard to any reduction that would constitute Good Reason).

“Term” means the period beginning on the Change in Control Date and ending on the date that is 18 months following the Change in Control Date.

(b)          In addition to the severance payments and benefits described in Section 6, the Participant shall receive the Standard Termination Payments upon a Qualifying Termination, regardless of whether the Participant has satisfied the other conditions set forth in Section 5(a).

(a)          Cash Severance.  An amount in cash equal to (i) the sum of the Participant’s Annual Base Salary and Bonus Amount multiplied by (ii) the applicable Severance Multiple, payable in a single lump sum no later than the 60^th day after the Participant’s Qualifying Termination

(b)          Pro Rata Bonus.  The Participant’s Pro Rata Bonus, payable in a single lump sum no later than the 60^th day after the Participant’s Qualifying Termination;

(d)            Other Benefits.  If the Participant timely elects to continue medical coverage under the Company’s group health plan in accordance with COBRA, during the Benefits Continuation Period an amount equal to the monthly premiums for such coverage less the amount of employee contributions for similarly-situated active employees of the Company, provided such benefit shall cease if the Participant ceases coverage under the group health plan or obtains coverage under a group health plan of a subsequent employer.

(e)          Additional Payment Timing Terms.  Notwithstanding the foregoing to the contrary, the timing of any payment that constitutes a “deferral of compensation” within the meaning of Section 409A shall be payable in accordance with the timing set forth in Section 16(d).

In consideration of the promises contained herein and in Scientific Games Corporation Change in Control Protection Plan adopted as of August 25, 2020 (the “Plan”), Scientific Games Corporation (the “Company”) and [●] (“you”) hereby enter into this release agreement (this “Release Agreement”) as of [●].

WHEREAS, you are a participant in the Plan; and

WHEREAS, the Plan includes this Release Agreement as an exhibit thereto; and

WHEREAS, the Company’s obligations to you under the Plan are conditioned on you entering into this Release Agreement;

NOW THEREFORE, you hereby agree to the following:

1.          General Release of Claims.  In consideration of the benefits described in Section 6 (a) – (d) of the Plan (the “Severance Benefits”), which you acknowledge are not otherwise owed to you, you understand and agree that you are knowingly and voluntarily releasing, waiving and forever discharging, to the fullest extent permitted by law, on your own behalf and on behalf of your agents, assignees, attorneys, heirs, executors, administrators and anyone else claiming by or through you (collectively referred to as the “Releasors”), the Company, and its affiliates, subsidiaries and members, predecessors, successors or assigns, and any of its or their past or present parents, affiliates, subsidiaries and members, predecessors, successors or assigns; and any of its or their past or present stockholders; and any of its or their past or present directors, executives, members, officers, insurers, attorneys, employees, consultants, agents, both individually and in their business capacities, and employee benefits plans and trustees, fiduciaries, and administrators of those plans (collectively referred to as the “Released Parties”), of and from any and all claims under local, state or federal law, whether known or unknown, asserted and unasserted, that you and/or the other Releasors have or may have against Released Parties as of the day you sign this Release Agreement, including but not limited to all matters relating to or in any way arising out of any aspect of your employment with the Company, separation from employment with the Company, or your treatment by the Company while in the Company’s employ, all claims under any applicable law, and all other claims, charges, complaints, liens, demands, causes of action, obligations, damages (including punitive or exemplary damages), liabilities or the like (including without limitation attorneys’ fees and costs) (collectively “Claims”), including but not limited to all Claims for:

(a)          salary and other wages, including, but not limited to, overtime if applicable, incentive compensation and other bonuses, severance pay, paid time off, or any benefits under the Employee Retirement Income Security Act of 1974, as amended or any other applicable local, state or federal law;

(b)          discrimination, harassment or retaliation based upon race, color, national origin, ancestry, religion, marital status, sex, sexual orientation, citizenship status, pregnancy or any pregnancy related disability, family status, leave of absence (including but not limited to the Family Medical Leave Act or any other federal, state or local leave laws), handicap (including but not limited to The Rehabilitation Act of 1973), medical condition or disability, or any other characteristic covered by law under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, as amended, Sections 1981 through 1988 of the Civil Rights Act of 1866, and any other federal, state, or local law prohibiting discrimination in employment, the Worker Adjustment and Retraining Notification Act, or any other federal, state or local law concerning plant shutdowns, mass layoffs, reductions in force or other business restructuring;

(c)          discrimination, harassment or retaliation based upon age under the Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act of 1990 and as further amended (the “ADEA”), or under any other federal, state, or local law prohibiting age discrimination;

(d)          breach of implied or express contract (whether written or oral), breach of promise, misrepresentation, fraud, estoppel, waiver or breach of any covenant of good faith and fair dealing, including without limitation breach of any express or implied covenants of any employment agreement that may be applicable to you;

(e)          defamation, negligence, infliction of emotional distress, violation of public policy, wrongful or constructive discharge, or any employment-related tort recognized under any applicable local, state, or federal law;

(f)          any violation of any of the Fair Employment Practices Act, Equal Rights Act; Civil Rights Act; Minimum Fair Wages Act; Equal Pay Act; or Payment of Wages Act; or any comparable federal, state or local law;

(g)          any violation of the Immigration Reform and Control Act, or any comparable federal, state or local law;

(h)          any violation of the Fair Credit Reporting Act, or any comparable federal, state or local law;

(i)          any violation of the Family and Medical Leave Act;

(j)          any violation of the Virginia Human Rights Act, and any comparable federal, state or local law and any violation of any statute, regulation, or law of any country or nation;

(k)          costs, fees, or other expenses, including attorneys’ fees; and

(l)          any other claim, charge, complaint, lien, demand, cause of action, obligation, damages, liabilities or the like of any kind whatsoever, whether under U.S. law or the law of another nation, including, without limitation, any claim that this Release Agreement was induced or resulted from any fraud or misrepresentation by the Company.

Excluded from the release set forth in this Section 1 are: (i) any Claims or rights to enforce benefits under the Plan, this Release Agreement or any individual employment agreement or equity award agreement between the Company and you against the Company, (ii) Claims arising after the date you sign this Release Agreement, (iii) claims for indemnification or similar rights under any individual employment agreement between the Company and you, any director’s and officer’s liability insurance policy now or previously in force or under the bylaws of the Company, Nevada Revised Statutes Chapter 78 or any other applicable law, and (iv) any Claims that you cannot lawfully release.  Notwithstanding anything to the contrary contained herein, including in Section 2 below, also excluded from the release set forth in this Section 1 is your right to file a charge with an administrative agency (including the Equal Employment Opportunity Commission and the National Labor Relations Board) or participate in any agency investigation.  You are, however, to the extent allowed by law, waiving your right to recover money or other damages in connection with any such charge or investigation.  You are also, to the extent allowed by law, waiving your right to recover money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission, National Labor Relations Board or any other federal, state or local agency.

Furthermore, notwithstanding anything herein to the contrary, nothing in the Plan, this Release Agreement, or any individual employment agreement or equity award agreement between you and the Company shall (i) prohibit you from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the Company of any reporting described in clause (i).

(a)          BY SIGNING THIS RELEASE AGREEMENT YOU ARE KNOWINGLY AND VOLUNTARILY WAIVING ANY RIGHTS (KNOWN OR UNKNOWN) TO BRING OR PROSECUTE A LAWSUIT OR MAKE ANY LEGAL CLAIM AGAINST THE RELEASED PARTIES WITH RESPECT TO ANY OF THE CLAIMS DESCRIBED ABOVE IN SECTION 1.  You agree that the release set forth above will bar all claims or demands of every kind, known or unknown, referred to above in Section 1 and further agree that no non-governmental person, organization or other entity acting on your behalf has in the past or will in the future file any lawsuit, arbitration or proceeding asserting any claim that is waived or released under this Release Agreement. If you break this promise and file a lawsuit, arbitration or other proceeding asserting any Claim waived in this Release Agreement, (i) you will pay for all costs, including reasonable attorneys’ fees, incurred by the Released Parties in defending against such Claim (unless such Claim is a charge with the Equal Employment Opportunity Commission or the National Labor Relations Board); (ii) you give up any right to individual damages in connection with any administrative, arbitration or court proceeding with respect to your employment with and/or termination from employment with the Company, including damages, reinstatement or attorneys’ fees; and (iii) if you are awarded money damages, you will assign to the Released Parties your right and interest to all such money damages. If any claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which the Company or any other Released Party is a party.  Furthermore, if you are made a member of a class or collective action in any proceeding without your prior knowledge or consent, you agree to opt out of the class or collective action at the first opportunity.  Notwithstanding the foregoing, this Section 2 does not limit your right to challenge the validity of this Release Agreement in a legal proceeding under the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f), with respect to claims under the ADEA.  This Section also is not intended to and shall not limit the right of a court to determine, in its discretion, that the Company is entitled to restitution, recoupment or setoff of any payments made to you by the Company should this Release Agreement be found to be invalid as to the release of claims under the ADEA.

(b)          You agree that you shall not solicit, encourage, assist or participate (directly or indirectly) in bringing any Claims or actions against any of the Released Parties by other current or former employees, officers or third parties, except as compelled by subpoena or other court order or legal process, and only after providing the Company with prior notice of any such subpoena, order or legal process and an opportunity to timely contest such process. Notwithstanding the foregoing, nothing in this Release Agreement shall preclude you from making truthful statements that are required by applicable law, regulation or legal process.

(c)          You represent and warrant that you have not filed any administrative, judicial or other form of complaint or initiated any claim, charge, complaint or formal legal proceeding, nor are you a party to any such claim, against any of the Released Parties, and that you will not make such a filing at any time hereafter based on any events or omissions occurring prior to the date of execution

of this Release Agreement.  You understand and agree that this Release Agreement will be pleaded as a full and complete defense to any action, suit or proceeding which is or may be instituted, prosecuted or maintained by you, your agents, assignees, attorneys, heirs, executors, administrators and anyone else claiming by or through you.

(d)          You agree to cooperate with the Company and take all necessary steps to effectuate this Release Agreement, each of its terms and the intent of the parties.

(a)          Other than as described in the Plan, you have been paid and/or have received all compensation, wages, bonuses, commissions, overtime and/or benefits to which you may be entitled.  You affirm that you have been granted or not been denied any leave to which you were entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws;

(b)          Other than as provided in the Plan, you are not eligible to receive payments or benefits under any other Company and/or other Released Party’s severance pay policy, plan, practice or arrangement;

(c)          You have no known workplace injuries or occupational diseases;

(d)          You have not complained of, and you are not aware of, any fraudulent activity or any act(s) which would form the basis of a claim of fraudulent or illegal activity by the Company or any other Released Party that you have not reported to the Company in writing. You also affirm that you have not been retaliated against for reporting any allegations of wrongdoing by any Released Party, including any allegations of corporate fraud.  Both parties acknowledge that this Release Agreement does not limit either party’s right, where applicable, to file or to participate in an investigative proceeding of any federal, state or local governmental agency.  To the extent permitted by law, you agree that if such an administrative claim is made, you shall not be entitled to recover any individual monetary relief or other individual remedies;

(e)          You acknowledge and agree that all of the Company’s decisions regarding your pay and benefits through the date of your execution of this Release Agreement were not discriminatory based on age, medical condition or disability, race, color, sex, religion, national origin, ancestry, marital status, sexual orientation, citizenship status, pregnancy or any pregnancy related disability, family status, leave of absence, handicap, or any other classification protected by law; and

(f)          You acknowledge and agree that if you breach the provisions of this Release Agreement, the Plan or any individual employment agreement or equity award agreement between the Company and you that the Company will have the right to seek an appropriate remedy against you, which may include, but not be limited to, injunctive relief, the return and/or cessation of the Severance Benefits, other monetary damages, and the payment of the Company’s attorneys’ fees.  Notwithstanding any return or cessation of the Severance Benefits, all of your obligations hereunder shall be continuing and enforceable including but not limited to your release of claims, and the Company shall be entitled to pursue all remedies against you available at law or in equity for such breach.

4.          Governing Law; Arbitration. The parties hereby agree that the “Claims” and “Governing Law” sections of the Plan are incorporated into this Release Agreement.

5.          Non-Admission of Wrongdoing.  You and the Company agree that neither this Release Agreement nor the furnishing of the consideration for this Release Agreement and the Plan shall be deemed or construed at any time for any purpose as an admission by any of the Released Parties of any liability, wrongdoing, or unlawful conduct of any kind, and the Released Parties do specifically deny, any violation of any local, state, federal, or other law, whether regulatory, common or statutory.  Additionally, this Release Agreement, its existence or its terms will not be admissible in any proceeding other than a proceeding to enforce the terms of this Release Agreement.

6.          Right to Consider, Rescind and Revoke Acceptance.  This Release Agreement is intended to comply with the Older Workers Benefit Protection Act of 1990 with regard to your waiver of rights under the ADEA.  In signing this Release Agreement, you understand and agree that:

(a)          You are specifically advised to consult with an attorney of your own choosing before you sign this Release Agreement, as it waives and releases rights you have or may have under federal, state and local law, including but not limited to the ADEA. You acknowledge that you will bear all expenses incurred by you in the negotiation and preparation of this Release Agreement, and the Company will bear all fees incurred by it.

(b)          You will have up to twenty-one (21) calendar days from the date of your Qualifying Termination (as defined in the Plan) to decide whether to accept and sign this Release Agreement.  In the event you do sign this Release Agreement, you may revoke or rescind your acceptance within seven (7) calendar days of signing it, and it will not become effective or enforceable until the eighth (8^th) day after you sign it (the “Release Agreement Effective Date”).  In order to effectively revoke or rescind your acceptance, the revocation or rescission must be in writing and postmarked within the seven (7) calendar day period, and properly addressed to:

6601 Bermuda Road

Las Vegas, NV 89119

Attention: Chief Legal Officer

You acknowledge that if you do not accept this Release Agreement in the manner described above, it will be withdrawn and of no effect. You acknowledge and agree that, if you revoke your acceptance of this Release Agreement, you shall receive none of the Severance Benefits provided for in the Plan and that this Release Agreement and the Plan will not be admissible as evidence in any judicial, administrative or arbitral proceeding or trial.  You further acknowledge that if the Release Agreement is not effectively revoked in the time period set forth above, you shall have forever waived your right to revoke this Release Agreement, and it shall thereafter have full force and effect as of the Release Agreement Effective Date.

(c)          Any and all questions regarding the terms of this Release Agreement have been asked and answered to your complete satisfaction.

(d)          You acknowledge that the consideration provided for hereunder is in addition to anything of value to which you already are entitled and the consideration provided for herein is good and valuable.

(e)          You are entering into this Release Agreement voluntarily, of your own free will, and without any coercion or undue influence of any kind or type whatsoever.

(f)          Any modifications of or revisions to this Release Agreement do not re-start the consideration period, described in paragraph (b) of this Section 6.

(g)          You understand that the releases contained in this Release Agreement do not extend to any rights or claims that you have under the ADEA that first arise after execution of this Release Agreement.

IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Release Agreement as of the date set forth below:

SCIENTIFIC GAMES CORPORATION
By:	/s/		Date::
	Name:
	Title:

I have decided to accept this Release Agreement, to fulfill the promises I have made in this Release Agreement, and to receive the Severance Benefits described in Sections 6(a)-(d) of the Plan.  I hereby freely and voluntarily assent to all the terms and conditions in this Release Agreement and reaffirm my obligations under the Plan and any individual employment agreement or equity award agreement between the Company and me to the extent provisions of such agreements survive termination or expiration thereof.  I understand that this Release Agreement will become a binding agreement between the Company and me as of the 8^th day after I sign it, and I am signing this Release Agreement as my own free act with the full intent of releasing the Released Parties from all Claims, as described in Section 1 above, including but not limited to those under the Age Discrimination in Employment Act (ADEA).