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EXHIBIT 10.2
RESIGNATION AND ACCEPTANCE
July 5, 2000
Steven P. Nowick ("Executive") hereby resigns effective July 5, 2000
from GTECH Holdings Corporation, GTECH Corporation and all direct and indirect
affiliates and subsidiaries (the "Company") in all capacities. This is a
resignation for Good Reason under Section 9(c) of the Employment Agreement,
dated as of January 15, 1999, between Executive and the Company (the "Employment
Agreement") ("Resignation"). Capitalized terms used but not defined herein shall
have the meaning set forth in the Employment Agreement.
As a condition of this resignation, the Company has promised the
following to Executive:
(a) To waive the notice requirements set forth in Section 8(c) of
the Employment Agreement.
(b) Company agrees to pay Executive $1,750,000 payable as follows:
$750,000 concurrent with the Company's acceptance of this
Resignation; $500,000 per year for two years payable monthly.
Payments of these amounts represent three (3) years base
salary and $250,000 in consideration of Executive's waiver of
notice rights related to Resignation. The payments referenced
herein are in addition to any other benefits provided under
the Employment Agreement in the event of a resignation for
Good Reason and will continue notwithstanding the death of the
Executive. Executive acknowledges that the payments set forth
are made in partial consideration of Executives continued
compliance with Section 10 in the Employment Agreement and
Section (h) herein.
(c) For a period of six years following this Resignation, the
Company, at the Company's sole cost and expense and without
any contribution by Executive, shall continue to provide the
medical, dental and optical coverage to the level of that
currently provided to Executive and his wife and family as of
the date of this resignation, regardless of whether the
policies currently in place remain in force and effect. This
coverage shall continue for the Executive's wife and family
notwithstanding Executive's death or new employment.
(d) The Company shall cause title to the automobile currently
utilized by Executive to be transferred to Executive, free and
clear of any lease, encumbrance or other interest.
(e) Concurrent with the Company's acceptance of this Resignation,
the Company shall pay to Executive all accrued but unused
vacation pay, the balance in Executive's Perquisites Plan
account, the balance in Executive's income deferral plan
account, the value of Executive's supplemental retirement plan
account, the balance in or the value of all other qualified
and nonqualified compensation or
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retirement plans and programs and any unreimbursed travel and
entertainment expenses incurred by Executive.
(f) The Company shall provide Executive with a highly favorable
written recommendation of Executive, reasonably acceptable to
Executive. This will be provided in a timely manner.
(g) The Company agrees that the press release to be issued July 6,
substantially similar to the attached press release.
(h) For two years after the date of this Resignation, Executive
shall not engage or propose to engage, directly or indirectly
(which includes owning, managing, operating, controlling,
being employed by, acting as a consultant to, giving financial
assistance to, participating in or being connected in any
material way with any business or person so engaged) in the
Lottery and Gaming Business as defined below. As used herein,
the "Lottery and Gaming Business" shall mean the provision of
products or services of every nature relating to the operation
of all manner of lotteries, games of chance and pari-mutual
wagering however and wherever conducted. Executive shall not
be deemed to have violated this Section 7(a) merely by virtue
of employment by a non-competitive division or subsidiary of a
business entity or consolidated group that includes one or
more divisions or subsidiaries that does in fact compete with
a business carried on by Company, nor shall he be precluded
from involvement in any internet business as long as the
business is not the Lottery and Gaming Business. Executive's
ownership as a passive investor of less than one percent of
the issued and outstanding stock or equity, or $100,000
principal amount of any debt securities, of any corporation,
partnership or other entity engaged in the Lottery and Gaming
Business shall not by itself by deemed to constitute
engagement by Executive.
Further, for a period of two years after the date of Resignation,
Executive shall not (i) disturb or interfere with any business relationship
between the Company and any of its employees, dealers, customers, suppliers or
other business associates, or (ii) solicit or cause to be solicited any officer,
employee, customer or shareholder of the Company to terminate such person's
relationship with the Company.
The foregoing supercedes Section 11 of the Employment Agreement.
(i) In the event of any default by the Company of any payment due
hereunder, all amounts due to Executive hereunder shall
accelerate and become immediately due and payable. The
Company's obligations hereunder shall remain regardless of
whether or not Executive secures other employment. This
document supercedes anything to the contrary contained to the
Employment Agreement. Parties agree to the payment of
attorney's fees to the prevailing party in the event an action
is brought to enforce this agreement or the Employment
Agreement.
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(j) The Company agrees to execute any other documents necessary to
effectuate the terms of this resignation.
(k) Executive's outstanding options, whether or not they have
vested as of the date of Resignation, shall accelerate and
become vested in full and shall remain exercisable for a
period of one year after the date of Resignation. All other
plans and programs which have provided in Executive's favor
benefits that are subject to vesting or forfeiture shall
likewise be considered to have become fully vested and
non-forfeitable on the date of this Resignation.
/s/ Steven P. Nowick
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ACCEPTANCE
The Company hereby accepts the resignation of Executive according to
the above terms.
GTECH HOLDINGS CORPORATION
/s/ David J. Calabro
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FORM OF PRESS RELEASE OMITTED