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EXHIBIT 10
EMPLOYMENT TRANSITION AGREEMENT AND RELEASE
GTECH Corporation ("GTECH") and Michael R. Chambrello ("Mr. Chambrello")
hereby agree as follows:
1. a. Mr. Chambrello hereby resigns as: Executive Vice President of GTECH
Holdings Corporation; director and President of GTECH and as an officer
and director of all direct and indirect subsidiaries and other affiliates
of GTECH Holdings Corporation, effective July 31, 1998.
b. Mr. Chambrello shall voluntary resign as an employee of GTECH,
effective December 31, 1998 (the "Resignation Date").
2. During the period from August 1, 1998 to December 31, 1998, Mr.
Chambrello will receive all base salary, benefits and perquisites in
effect on July 31, 1998. Mr. Chambrello shall work as a consultant to
Steven P. Nowick, the Senior Vice President and Chief Operating Officer
of GTECH. Mr. Chambrello will be available, on a mutually agreed upon
schedule, with the intention that Mr. Chambrello shall be available to
work 15-25 hours per week , to perform the following activities: (i)
organizational review, development and training; (ii) transition to the
new organization/operating model; (iii) review of and participation on
pricing proposals; (iv) strategic planning; (v) representation of GTECH
at key industry conferences; (vi) participation in key customer
presentations/benchmarks; (vii) development and communication of a
mutually agreed upon organizational announcement and (viii) other
assignments as mutually agreed. Working fewer hours in any week shall
not serve to increase the hours to be worked in subsequent weeks. Such
work is not required to be performed at GTECH's offices. GTECH
acknowledges that Mr. Chambrello will be taking vacation for part of
the month of July and the month of August.
3. a. On the Resignation Date GTECH will pay Mr. Chambrello for any unused
vacation time earned by him through the Resignation Date.
b. Upon the expiration of the Revocation Period (as hereinafter defined),
GTECH shall be obligated to continue to provide Mr. Chambrello its current
basic life insurance and medical, dental and vision insurance coverage
until December 31, 1999, subject to applicable benefits deductions.
Thereafter, GTECH shall respect Mr. Chambrello's rights, if any, to
continued medical coverage at his own expense under the Consolidated
Omnibus Budget Reconciliation Act (COBRA).
4. Upon the expiration of the Revocation Period, GTECH shall be obligated to
provide the following other benefits to Mr. Chambrello under this
Agreement:
a. GTECH will provide Mr. Chambrello with executive outplacement
assistance at Right Associates in Providence or Hartford until the earlier
of his resumption of full-time employment or December 31, 1999.
b. Mr. Chambrello shall receive a bonus for the fiscal year ending
February 27, 1999, in an amount equal to his bonus for the fiscal year
ending February 28, 1998, such bonus to paid at such time as other
management bonuses are paid, but no later than April 30, 1999.
c. Mr. Chambrello shall be entitled, at GTECH expense and in accordance
with GTECH policy, to tax planning and preparation assistance for tax
returns for calendar years 1998 and 1999.
d. Upon the Resignation Date, GTECH shall sell to Mr. Chambrello and Mr.
Chambrello shall purchase from GTECH, for one dollar: (i) Mr. Chambrello's
company automobile, (ii) the company-owned fax machine in his possession
and (iii) the two company-owned mobile phones in his possession. Said sale
shall be made "as is" and "where is" and GTECH shall disclaim all
warranties, express or implied, including without limitation all
warranties of merchantability or fitness for a particular purpose. Mr.
Chambrello shall be responsible for payment of all applicable taxes levied
on the difference between the purchase price and the value of the
automobile at the time of such sale, plus all other taxes and registration
and title fees customarily paid by buyers in such sales. Mr. Chambrello
shall be responsible for placing the mobile phone service in his name.
5. a. As of the Resignation Date, Mr. Chambrello shall no longer be
eligible to receive long-term disability benefits or to participate in
the GTECH 401(k) and Profit Sharing Plan. GTECH will notify Mr.
Chambrello in writing concerning his options with regard to his 401(k)
account. The foregoing notwithstanding, GTECH shall make a 1998
profit-sharing contribution into the GTECH 401(k) and Profit Sharing
Plan, in such percentages and at such time in 1999 as all other
employees receive such contribution. Additionally, GTECH shall pay Mr.
Chambrello his "grossed up" benefit due under the 1998 Supplemental
Retirement Plan, which shall be paid no later than June 30, 1999.
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b. In accordance with the 1994 and 1997 Stock Option Plans, any options
which have been granted under said Plans and which have vested but have
not been exercised by the Resignation Date shall be forfeited. All
unvested options under said Plans are forfeited as of the Resignation
Date.
6. a. Mr. Chambrello acknowledges that the aggregate payments and benefits
referred to herein are greater than those to which he is entitled under
any existing GTECH separation or benefit plan. In consideration of the
foregoing, Mr. Chambrello hereby releases and forever discharges GTECH,
its present and former directors, officers, employees, agents,
subsidiaries, shareholders, successors and assigns from any and all
liabilities, causes of action, debts, claims and demands both in law
and in equity, known or unknown, fixed or contingent, which he may have
or claim to have based upon or in any way related to employment or
termination of employment by GTECH and hereby covenants not to file a
lawsuit or charge to assert such claims. This includes but is not
limited to claims arising under the Federal Age Discrimination in
Employment Act, and any other federal, state or local laws prohibiting
employment discrimination or claims growing out of any legal
restrictions on GTECH's right to terminate its employees.
b. As Mr. Chambrello is executing this Agreement in advance of his
resignation, he acknowledges and agrees that the benefits being provided
to him hereunder shall be conditional upon his written confirmation of the
above release in the form attached hereto on the Resignation Date.
c. In consideration for the above release, GTECH hereby releases and
forever discharges Mr. Chambrello and his successors, heirs and assigns
from any and all liabilities, causes of action, debts, claims and demands
both in law and in equity, known or unknown, fixed or contingent, which it
may have or claim to have based upon or in any way related to Mr.
Chambrello's actions as an employee or officer and hereby covenants not to
file a lawsuit or charge to assert such claims.
7. Mr. Chambrello understands that various State and Federal laws prohibit
employment discrimination based on age, sex, race, color, national
origin, religion, handicap or veteran status. These laws are enforced
through the Equal Employment Opportunity Commission (EEOC), Department
of Labor and State Human Rights Agencies. Mr. Chambrello acknowledges
that he has been advised by GTECH to discuss this Agreement with his
attorney and has been encouraged to take this Agreement home for up to
twenty-one (21) days so that he can thoroughly review it and understand
the effect of this Agreement before acting on it.
8. Mr. Chambrello acknowledges and agrees to continue to be bound by the
provisions of the Restrictive Agreement - Employee/Applicant executed by
him on January 14, 1982, a copy of which is attached hereto and
incorporated by reference herein.
9. Upon the Resignation Date, except as set forth in Section 4(d), Mr.
Chambrello shall immediately return to GTECH any GTECH property in his
possession.
10. Mr. Chambrello shall at no time make any derogatory or disparaging
comments regarding GTECH, its business, or its present or past directors,
officers or employees. GTECH shall at no time make any derogatory or
disparaging comments regarding Mr. Chambrello.
11. The execution of this Agreement shall not be construed as an admission of
a violation of any statute or law or breach of any duty or obligation by
either GTECH or Mr. Chambrello.
12. This Agreement is confidential and shall not be made public by either
GTECH or Mr. Chambrello except as required by law or if necessary in order
to enforce this Agreement.
13. The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement
shall be construed in all respects as if such invalid and unenforceable
provisions were omitted.
14. This Agreement is personal to Mr. Chambrello and may not be assigned by
him. However, in the event of Mr. Chambrello's death, all amounts and
benefits payable hereunder shall be payable to his spouse, if she is
living; otherwise, to his estate.
15. This Agreement is made pursuant to and shall be governed by the laws of
the State of Rhode Island, without regard to its rules regarding
conflict of laws. The parties agree that the courts of the State of
Rhode Island, and the Federal Courts located therein, shall have
exclusive jurisdiction over all matters arising from this Agreement.
Mr. Chambrello hereby agrees that service of process by first class
mail, return receipt requested, shall be deemed appropriate service of
process.
16. This Agreement contains the entire understanding between Mr. Chambrello
and GTECH, supersedes all prior agreements, oral or written, regarding the
subject matter hereof (except as provided in Section 8 and that certain
Indemnification Agreement dated as of May 27, 1992) and may not be changed
orally but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change,
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modification, extension or discharge is sought. Mr. Chambrello
acknowledges that he has not relied upon any representation or statement,
written or oral, not set forth in this Agreement.
17. Mr. Chambrello may revoke this Agreement at any time during the seven-day
period following the date of his signature below (the "Revocation Period")
by delivering written notice of his revocation to 55 Technology Way, West
Greenwich, RI 02817, attention: Stephen A. Davidson. This Agreement shall
become effective upon the expiration of the Revocation Period.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date set
forth below.
GTECH Corporation Attest:
by /s/ STEPHEN A. DAVIDSON /S/ SUZANNE M. CANNON
______________________________ ________________________________
July 7, 1998
________________________________
date
Witness:
/s/ MICHAEL R. CHAMBRELLO /s/ SUZANNE M. CANNON
________________________________ ________________________________
Michael R. Chambrello
July 7, 1998
________________________________
Date
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For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, including without limitation the confirmation that he shall
receive the amounts and benefits set forth in that certain Employment Transition
Agreement and Release executed by him on July 7, 1998, the undersigned
hereby reaffirms the release set forth in therein.
/s/ MICHAEL R. CHAMBRELLO
________________________________
Michael R. Chambrello
December 31, 1998
Witness
/s/ SUZANNE M. CANNON
________________________________
SUZANNE M. CANNON
________________________________
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