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EXHIBIT 10.1
BUSINESS SERVICES AGREEMENT
This Business Services Agreement (the "Agreement") is entered into by
and between GTECH Corporation, with a principal business address of 55
Technology Way, West Greenwich, Rhode Island 02817 ("GTECH") and Donald
Stanford, an individual, with a residence address of 51 Dryden Avenue,
Pawtucket, Rhode Island 02860 (Consultant").
WITNESSETH
WHEREAS, GTECH and Consultant desire to enter into a Business Services
Agreement upon the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereby agree as follows:
1. RETENTION OF CONSULTANT.
1.1 GTECH hereby retains Consultant and Consultant hereby accepts such
retainer, to provide business services as specified in Section 2 hereof
(collectively, the "Services"). The Services shall be provided on a
full-time basis. Accordingly, Consultant agrees to be available to
perform an average of 100 hours of Services per month during the term
hereof.
1.2 The Services will be provided by Consultant as directed by the Chief
Executive Officer ("CEO") or his designee (each an "Authorized
Representative"). GTECH will advise Consultant, orally or in writing,
through one of its Authorized Representatives, of any additions or
other changes to the list of Authorized Representatives. In addition,
at GTECH's request through one of its Authorized Representatives,
Consultant will provide the Services described herein on behalf of
GTECH Holdings Corporation and one or more GTECH direct or indirect
subsidiaries and affiliates (GTECH Holdings Corporation and such GTECH
subsidiaries and affiliates hereinafter referred to individually as an
"Affiliate", and collectively as "Affiliates"). Consultant agrees that
the Services will be performed personally by Donald Stanford.
2. SCOPE OF SERVICES.
2.1 The Services to be provided by Consultant hereunder at GTECH's request
will include, but not be limited to, the following activities:
(a) Service as a GTECH Fellow, with a primary focus on the
technology systems new architecture, the technology strategy,
customer communication and promoting GTECH's technology
vision;
(b) Consultation and advice on the development of the technology
vision;
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(c) Identification of future opportunities in technology with the
potential to provide new growth opportunities for GTECH;
(d) Promotion of GTECH's industry leadership position and the
redefinition of GTECH's market dominance, at the request of
GTECH's CEO and Corporate Leadership Council ("CLC");
(e) other tasks and services normally performed by business
services consultants; and
(f) providing all services and assistance necessary and
appropriate to effectively perform the foregoing duties.
The CEO and Consultant will mutually agree on the 2-3 primary areas of
focus for each six (6) month period of this Agreement. To the extent
Consultant requires the use of GTECH property to perform the Services
hereunder, such as a laptop, cell phone and other items reasonably
required, Consultant shall inform GTECH and GTECH, in its discretion,
may provide Consultant with the use of such GTECH property without cost
to Consultant.
3. COMPENSATION.
3.1 In compensation for Consultant's Services hereunder, GTECH will pay the
Consultant, in twelve equal installments, $350,000.00 per year for the
duration of the Agreement, beginning on a date thirty (30) days from
the commencement of services under this Agreement. Consultant must
invoice GTECH at the end of each period to receive compensation.
3.2 Consultant shall be liable for all taxes arising with respect to the
compensation received by him hereunder, including but not limited to
federal and state income taxes. Consultant shall comply with all
applicable laws and regulations in connection with payments received by
him hereunder, including without limitation, submitting to the
applicable authorities all documents and invoices as may be required to
be submitted under applicable laws and regulations, and payment of all
taxes owed on a timely basis.
4. EXPENSES.
GTECH agrees to reimburse Consultant for all reasonable and necessary
expenses incurred by Consultant on GTECH's behalf and in furtherance of
Consultant's Services hereunder, provided that all such expenses have
been approved by an Authorized Representative prior to their being
incurred. "Reasonable and necessary expenses" may include but are not
limited to travel costs for trips which have been approved in advance
by an Authorized Representative. Expenses shall be reimbursed at
Consultant's cost. GTECH shall reimburse Consultant in accordance with
GTECH policy as would be applicable to a senior executive of GTECH.
Reimbursement of Consultant's expenses
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shall be made upon submission to GTECH of receipts or vouchers
verifying disbursements in sufficient detail to identify the nature and
amount of each expense incurred.
5. NO PRESS RELEASES.
Consultant will not issue any written or oral statement or other
communication to any press or other media organization concerning GTECH
or the Affiliates; the Services provided by Consultant on behalf of
GTECH; the gaming, lottery or other industries in which GTECH and the
Affiliates participate; or any other matter related to GTECH or its
businesses, unless such communication is approved in advance by an
Authorized Representative in writing.
6. TERM.
Subject to earlier termination pursuant to Section 7 below, the term of
this Agreement will commence on the Termination Date of the Severance
Agreement and Release being executed contemporaneously with this
Agreement (the "Severance Agreement"), and will expire at 11:59 pm
Eastern United States time on a day three (3) years thereafter. The
term of this Agreement may be extended prior to its expiration by
mutual written agreement of the parties for one or more successive one
(1) year periods.
7. TERMINATION.
GTECH may terminate this Agreement immediately at any time in the event
of the occurrence of any of the following: (i) conviction of Consultant
of a felony or of any crime involving gambling, fraud, deceit, theft or
dishonesty; (ii) Consultant's negligent performance of, inability or
failure to perform his obligations hereunder; (iii) Consultant's
insolvency, filing of a voluntary bankruptcy or failure to obtain the
dismissal of an involuntary bankruptcy petition within thirty (30) days
of its filing; (iv) Consultant's material breach of this Agreement; (v)
the death, disability or other inability of Consultant to perform
Services hereunder. A termination under this Section 7 will be
effective upon the provision of written notice thereof; provided,
however, that any termination under subsection (ii) or (v) (excluding
the death of Consultant, which operates as an immediate termination
without any continuing payment obligations under this Section 7) only
within three (3) years of the commencement of this Agreement shall not
relieve GTECH of the obligation to continue payments in accordance with
Section 3.1 hereof for the balance of the initial term (three (3) years
in total) remaining at the time of such termination.
8. CONFIDENTIALITY.
Consultant acknowledges a duty of confidentiality owed to GTECH and the
Affiliates. Except as may be specifically authorized in advance by an
Authorized Representative in writing, Consultant will not, at any time
during or after the term of this Agreement, retain in writing, use,
divulge, furnish or make accessible to anyone, or use for his own
benefit
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or for the benefit of others, any information in any form obtained or
received by him under or in connection with this Agreement, relating to
GTECH, the Affiliates or to its or their actual or proposed technology,
products, services, customers, markets, plans and strategies or
business ("Confidential Information"), generally, except information
which through no fault of Consultant becomes generally known in the
lottery or gaming industries, information received by Consultant in
good faith from a third party having a prior right to make such
disclosure and information already known to Consultant at the time of
its disclosure by GTECH ("Confidential Information"). Consultant
acknowledges and agrees that all Confidential Information is and will
remain the exclusive and valuable property of GTECH and that Consultant
will not gain any interest in Confidential Information by reason of
this Agreement. Upon termination of this Agreement or on earlier
request by GTECH, Consultant will immediately return to GTECH any and
all records containing Confidential Information. The terms of this
Section 8 indefinitely survive the expiration or earlier termination of
this Agreement.
9. NONCOMPETITION.
For so long as Consultant is retained hereunder, and for a period of
six (6) years thereafter, and in addition to the non-competition
obligations contained in the Severance Agreement, and Consultant will
not, directly or indirectly or alone or in conjunction with others: (i)
become engaged in, associated in any capacity with, provide services to
(including but not limited to services which are in any way similar to
the Services required to be provided hereunder), or acquire a financial
interest in, any entity other than GTECH which is engaged in the
lottery or gaming businesses, provided that Consultant's ownership as a
passive investor of less than one percent (1%) of the issued and
outstanding stock or equity, or $100,000 principal amount of any debt
securities, of any corporation, partnership or entity engaged in the
lottery and gaming business shall be permitted; or (ii) engage in or
participate in any effort to disturb any business relationship between
GTECH and its employees, suppliers, distributors, dealers, customers
and other business associates. This Section 9 shall not supersede any
noncompetition provision contained in any other prior agreements
between Consultant and GTECH or Affiliates.
10. REPRESENTATIONS AND WARRANTIES.
10.1 Consultant hereby represents and warrants that acceptance of his
appointment hereunder does not breach, and the performance of his
duties hereunder will not breach, any duty owed by Consultant to any
other person, firm, corporation, partnership, association or other
business entity. Consultant agrees that he will indemnify GTECH and
hold it harmless from any claims, demands, costs, judgments,
liabilities or losses incurred as the result of his breach of this
warranty. The terms of this Section indefinitely survive the expiration
or earlier termination of this Agreement.
10.2 Consultant represents and warrants that neither any part of the
compensation or any other amount Consultant may receive hereunder, nor
any other funds or things of value, have been or will be offered, paid
or promised, nor will Consultant authorize any such offer,
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payment or promise, directly or indirectly, to any person who is an
official, member, employee or agent of any government, including
executive, legislative, administrative or judicial branch thereof
("Government") for the purpose of inducing such person to (i) use his
influence with the Government or (ii) fail to perform his official
functions, in either case to assist GTECH or Consultant in obtaining or
retaining business for or with, or directing business to, any person or
influencing legislation or regulations in any jurisdiction.
10.3 Consultant covenants and warrants that he will not make any political
contributions on GTECH's or an Affiliate's behalf.
11. STATUS OF PARTIES.
Consultant and GTECH acknowledge that nothing in this Agreement will
create the relationship of employer and employee, partners, principal
and agent, or joint ventures between GTECH and Consultant. Consultant
will be an independent contractor of GTECH, and will not have the
authority to bind GTECH, nor will Consultant represent to any person
that he has such authority.
12. POLICIES AND PROCEDURES.
Consultant agrees to fully comply at all times with the GTECH Holdings
Corporation Conflict of Interest and Ethical Conduct Policies and
Procedures, a copy of which is attached hereto as Exhibit A and made a
part hereof, and any subsequent modifications thereto of which
Consultant is notified. Upon execution of this Agreement, Consultant
agrees to deliver to GTECH a completed Consultant Representation,
Warranty and Annual Certification in the form of Exhibit B attached
hereto.
13. NO SUBCONTRACT OR ASSIGNMENT.
13.1 Consultant agrees that he will not subcontract or assign this
Agreement, in whole or in part, to any other person or entity without
the prior specific written approval of an Authorized Representative.
13.2 Consultant agrees to devote the entirety of his business time and
attention, skill, undivided loyalty, and best efforts to the faithful
performance of his duties hereunder. Notwithstanding the above and to
the extent that the activities do not conflict with his duties to
GTECH, Consultant shall not be precluded from performing unpaid work on
behalf of charitable organizations or management of Consultant's
personal assets.
14. MISCELLANEOUS.
14.1 The validity, interpretation and enforcement of this Agreement will be
governed by the laws of the State of Rhode Island. Consultant
irrevocably consents to and expressly agrees that any disputes arising
from this Agreement will be adjudicated in the courts of
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the State of Rhode Island and the federal courts therein, and the
parties each agree to the exclusive jurisdiction of such courts.
14.2 This writing represents the entire agreement and understanding of the
parties with respect to the subject matter hereof, and supersedes any
prior written or oral agreements and understandings of the parties in
respect thereto, but not including any prior written agreements between
Consultant and GTECH or Affiliates relating to Consultant's employment.
14.3 In the event that any one or more provisions of this Agreement are held
to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability will not affect the
enforceability of any other provisions of this Agreement. If any one or
more of the provisions contained herein are held to be excessively
broad as to duration, scope, activity or subject, such provision(s)
will be construed, by limiting or reducing the same, so as to be
enforceable to the extent compatible with the applicable law.
14.4 This Agreement will not be modified except in writing signed by both
parties hereto.
14.5 No waiver of any provisions of this Agreement will be effective unless
agreed to in writing by the party against whom such waiver is sought to
be enforced. Waiver of any default or breach hereunder will not
constitute a waiver of any other default or breach whether similar or
otherwise.
14.6 This Agreement will be binding upon and inure to the benefit of GTECH,
its legal representatives and assigns, and upon Consultant, his legal
representatives and permitted assigns.
14.7 This Agreement will be assignable by GTECH, in whole or in part, to any
Affiliate thereof or to any successor to any portion of GTECH's
business relating to this Agreement.
14.8 Any notice required to be sent by one party to the other in accordance
with this Agreement must be in writing and delivered by hand or sent by
certified mail, return receipt requested, to the address set forth
above, or to such other address as may be specified by like notice from
time to time.
14.9 This Agreement may be executed in one or more counterparts, each of
which will be deemed an original and all of which, collectively, will
constitute one and the same Agreement.
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IN WITNESS WHEREOF, the parties hereto have, by their duly authorized
representatives, executed this Agreement.
GTECH CORPORATION DONALD STANFORD
By: /s/ Howard S. Cohen By: /s/ Donald L. Stanford
------------------------------ -----------------------------
Howard S. Cohen
Chief Executive Officer Date: May 24 2001
----------------------------
(mo.) (day) (yr.)
Date: May 21 2001
----------------------------
(mo.) (day) (yr.)
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Exhibit A
GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
POLICIES AND PROCEDURES
CONFLICT OF INTEREST AND ETHICAL CONDUCT
I. PURPOSE
The purpose of this document is to set forth GTECH's Policies and
Procedures respecting conflicts of interest and ethical conduct.
II. IN GENERAL.
(a) APPLICATION. These Policies and Procedures apply to all
Employees and, when acting for an on behalf of GTECH, all
Consultants.
(b) DEFINITIONS. For purposes of these Policies and Procedures,
the following terms shall have the respective meanings set
forth below:
(i) "CONSULTANT" shall include all non-Employees of GTECH
providing consulting or advisory services to GTECH.
(ii) "EMPLOYEE" shall include all individuals who are
employees of GTECH.
(iii) "GTECH" shall mean GTECH Holdings Corporation and any
and all of its direct or indirect subsidiaries.
III. CONFLICT OF INTEREST
(a) GENERAL POLICY. It is GTECH's policy that all decisions made
by Employees and Consultants in the course of their employment
or consulting agreements be made solely on the basis of the
best interests of GTECH. Employees and Consultants must use
their best efforts to ascertain that decisions which they are
called upon to make are in the best interests of GTECH and
must avoid any association or relationship which would
influence (or give the appearance of influencing) a decision
to be made on other than the basis of GTECH's best interests.
(b) SPECIFIC POLICIES. Specific policies are as follows:
(i) COMPETITIVE BEHAVIOR. No Employee or Consultant may
engage in any behavior which competes with GTECH in
any manner whatsoever. No Employee or Consultant may
have any direct or indirect interest in (or serve as
an employee, director, officer, consultant or agent
to) any
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corporation or other entity which competes or seeks
to compete with GTECH in any business or product
line. Nor shall any Employee or Consultant directly
or indirectly assist any person or entity to compete
with GTECH. (An exception is that Employees or
Consultants may have an investment interest in the
publicly traded securities of a GTECH competitor
provided that such investment (when aggregated with
all holdings of such Employee's household or
immediate family) is less than 1% of the issued and
outstanding securities of such competitor.)
Consultants shall disclose to GTECH all employment,
management participation or directorships with any
organization other than GTECH. If such employment,
management participation or directorship is performed
at the direction of or on behalf of Consultant by
Consultant's employees, Consultant shall be
responsible for promptly making said disclosure on
behalf of said employees.
(ii) INTERESTED TRANSACTIONS. No Employee or Consultant
may work on, or direct the work of others on, any
transaction involving GTECH in which he has any
personal or other financial interest other than that
of an Employee or Consultant and/or shareholder of
GTECH, provided however, that: (A) upon full
disclosure of the nature and extent of such interest,
GTECH may approve exceptions to this rule in
circumstances where the best interests of GTECH will
not be adversely affected, and (B) Employees and
Consultants may have an investment interest in the
publicly traded securities of an entity with which
GTECH is transacting business provided that such
investment (when aggregated with all holdings of such
Employee's household or immediate family) is less
than 1% of the issued and outstanding securities of
such entity. Accordingly, subject to the above,
Employees and Consultants may not receive a finder's
fee, commission or other compensation from any third
party for any transaction involving GTECH.
(iii) BUSINESS OPPORTUNITIES. No Employee or Consultant may
take personal advantage of a business opportunity
that is developed while in the course of such
individual's employment or that is otherwise
rightfully an opportunity that is GTECH's.
(iv) CONFIDENTIALITY. Consultants and Employees must
maintain all non-public information concerning GTECH
(and any customer, supplier or other entity with whom
GTECH does business or with whom GTECH is considering
entering into a transaction) in confidence and must
not use such information for their own benefit or to
the detriment of GTECH's best interests or disclose
it to others, directly or indirectly, except as
required in the performance of their regular duties
for GTECH.
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(v) GAMES. No Employee or Consultant shall during the
period of employment or consulting engagement,
participate in any lottery game marketed or provided
by GTECH and all such persons are prohibited from
claiming or receiving any benefit as a result of such
prohibited participation. Employees and Consultants
are to advise their household and immediate family
members that they may be similarly restricted by
state laws, regulations and our contracts in the
various jurisdictions. Each Employee and Consultant
shall do all things necessary to comply with all
applicable laws and contracts between GTECH and
others pertaining to any said Lottery.
IV. ETHICAL CONDUCT
(a) GENERAL POLICY. It is GTECH's policy always to conduct its
activities in full compliance with all applicable laws. The
use of GTECH funds or assets for any unlawful or unethical
purposes is strictly prohibited.
(b) SPECIFIC POLICIES. Specific policies are as follows:
(i) IMPROPER PAYMENTS. No Employee or Consultant shall
make or accept (or shall consent to the making or the
acceptance of) any improper payment of money or
property whatsoever in connection with his employment
or consultancy. (See the GTECH Government Relations
Policies and Procedures for application of this
policy in the context of Government Officials.)
(ii) GIFTS AND FAVORS. No Employee or Consultant shall
give or accept any significant gift or favor to or
from any person or organization which is doing
business with GTECH and under no circumstances may it
exceed $100 in fair market value unless approved in
writing by the Vice President of Compliance. Whether
a gift or favor is significant depends on whether or
not it represents more than token value to the
intended recipient and whether or not it might
reasonably be expected to place the intended
recipient under some obligation to the donor. Any
doubts about the significance of a gift or favor
should be resolved by not giving or accepting same.
(Gifts to and entertainment of Government Officials
may only be made if and to the extent permitted by
the GTECH Government Relations Policies and
Procedures.)
(iii) UNAUTHORIZED USE OF ASSETS. No Employee or Consultant
shall make any unauthorized use of GTECH's funds,
assets, facilities, or personnel.
(iv) IMPROPER ACCOUNTING PRACTICES.
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(a) No Employee or Consultant shall establish or
maintain any undisclosed or unrecorded fund
or asset for any purpose whatsoever. No
false, incomplete or misleading records
shall be made, and no undisclosed or
unrecorded corporate funds shall be
established for any purpose, nor should
GTECH funds be placed in any personal or
non-corporate account.
(b) No Employee or Consultant shall make or
cause to be made any improper or fraudulent
entry in the books or records of GTECH.
(c) No Employee or Consultant shall make or
cause to be made any payment on behalf of
GTECH with the intention or understanding
that any part of such payment is to be used
for any purpose other than that disclosed by
the documents supporting the payment.
(v) BIDDING COLLUSION. No Employee or Consultant shall
assist or cause GTECH to collude with any third party
(whether as to bidding, price or otherwise) with
respect to any advertised, competitive, or other
procurement or other business opportunity, nor shall
any Employee or Consultant assist or cause any third
party to so collude against GTECH.
V. APPLICATION OF THE POLICIES.
The Specific Policies set forth in Section III (b) and Section IV (b)
are not intended to be exhaustive and in any given situation an individual may
be required to exercise his or her best judgment as to whether he or she is
acting in compliance with the General Policies set forth as Section III (a) and
Section IV (a) above. Questions regarding interpretation of the General Policies
or their application to particular situations should be directed to the Legal
Department.
VI. COMPLIANCE AND DISCIPLINE.
At least annually, each employee and Consultant (and, if a Consultant
is a corporation, partnership or other entity, each individual employed by the
Consultant that is principally responsible for performing or overseeing the
Consultant's work) shall be required to execute and return to GTECH in
accordance with its terms an Annual Certification in the form of Exhibit A
hereto (or in such other form as may be adopted by GTECH in the future) by which
individual shall certify his or her continued compliance with these Policies and
Procedures (or shall set forth how he or she is not in compliance).
Employees and Consultants are obliged to report all violations of these
Polices and Procedures of which they become aware to the Vice President,
Compliance. In order to encourage Employees and Consultants to satisfy their
obligations in this regard, it is imperative
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that they be assured that they may raise concerns and report misconduct without
fear of retribution. Accordingly, no supervisor or other Employee is permitted,
directly or indirectly, to retaliate, threaten to retaliate or encourage others
to retaliate, against any Employee or Consultant for reporting a violation of
these Policies and Procedures to the Vice President, Compliance. Upon receiving
a report alleging a violation of these Policies and Procedures, the Vice
President, Compliance shall conduct such investigations as may be necessary or
appropriate to ascertain the facts surrounding the alleged violation and shall
advise the Legal Department accordingly.
VII. ADDITIONAL INFORMATION.
Please contact the Vice President, Compliance or the Legal Department
for additional information and/or clarification respecting any of the Policies
and Procedures set forth above or their application to any specific
circumstance.
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Exhibit B
GTECH GOVERNMENT RELATIONS CONSULTANT
REPRESENTATION, WARRANTY AND ANNUAL CERTIFICATION
A. Representation and Warranty.
I represent and warrant that the following statements are accurate:
1. I am not and am not related (immediate family) to a Government Official (as
defined in the Policies and Procedures) nor is any member or officer of my firm.
2. I am not subject to the influence of any Government Official or any official
or employee of a political party. Neither I nor any member or officer of my firm
is an elected official of a political party.
3. I hold no directorship, officership or other position (including registered
lobbyist) with any corporation or other organization (publicly or privately
owned, not-for-profit, governmental, and regulatory), except those as to which I
have notified GTECH in writing.
4. Neither I nor any member or officer of my firm has breached any obligation of
confidentiality in the discharge of responsibilities to GTECH. Neither I, nor
any member of my immediate family has any financial interest, direct or
indirect, in any entity with which GTECH does business.
5. I or my firm have retained the entire amount of all fees paid to me by GTECH.
Neither I nor any member or officer of my firm has made no payment or
contribution of any kind in violation of the Policies and Procedures.
6. Neither I nor any member or officer of my firm has entered into any agreement
or understanding with any Government Official or entity with which GTECH
transacts business to receive any future benefit, financial or otherwise, or
political appointment.
7. To the best of my knowledge: (a) I have advised GTECH of all activities which
I have undertaken or of which I am aware which would impose upon GTECH any
requirement to report or to file with any jurisdiction, and (b) it is not a
violation of any applicable law for me or my firm to accept any fee paid under
the Consulting Agreement.
8. I have been provided with and fully understand the Policies and Procedures
applicable to me as a Government Relations Consultant.
9. I and my firm are in full compliance with all reporting and other legal
requirements relating to services provided to GTECH and I have provided copies
to GTECH of all reports, registrations and other filings required of me or my
firm in such connection.
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B. Certification.
I HEREBY CERTIFY THAT, EXCEPT AS SET FORTH ON AN ATTACHED STATEMENT AS INDICATED
BELOW, IF ANY:
(a) I am and have been, at all times since the effective date of the
Business Services Agreement between myself and GTECH Corporation (the
"Consulting Agreement"), familiar with and in full compliance with the
"GTECH Holdings Corporation and Subsidiaries Policies and Procedures -
Government Relations" and the "GTECH Conflict of Interest and Ethical
Conduct Policy" (collectively, as amended, the "Policies and
Procedures"),
(b) the representations and warranties set forth in Section A of this
Exhibit B are true, complete and correct as of the date hereof and have
been true, complete and correct at all times since the effective date
of the Consulting Agreement, and
(c) I am not on the date hereof, nor have I ever been, in breach under the
Consulting Agreement.
I agree to immediately notify the Vice President of Compliance at GTECH's
Corporate Headquarters, currently at 55 Technology Way, West Greenwich, Rhode
Island 02817, of any change in circumstances that would make the foregoing
certifications untrue, inaccurate, or incomplete.
[ ] I have attached a statement.
[ ] I have not attached a statement.
Consultant:
/s/ Donald L. Stanford
------------------------------------
Donald Stanford
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