SEVERANCE AGREEMENT AND RELEASE
This SEVERANCE AGREEMENT AND RELEASE ("Agreement") is made as of this 21st day
of December, 2001, by and among GTECH Holdings Corporation, GTECH Corporation,
together with their respective direct and indirect subsidiaries and affiliates
and any of their respective officers, directors or employees (collectively
"GTECH" or the "Company") and Mr. Jean-Pierre Desbiens ("Mr. Desbiens").
WHEREAS, Mr. Desbiens has been employed by GTECH since August, 1998, as
Senior Vice President of Worldwide Sales and Business Development; and
WHEREAS, GTECH has sought for its own convenience that Mr. Desbiens and
GTECH sever their relationship; and
WHEREAS, the parties wish to set forth their agreement respecting the
terms and conditions thereof.
NOW, THEREFORE, the parties hereby agree as follows:
1. Termination of Employment. It is hereby agreed that Mr. Desbiens'
employment terminates effective May 2, 2002 (the "Separation Date").
2. Continuation of Base Salary. (a) In furtherance of GTECH's obligations
to Mr. Desbiens under the Separation Agreement, GTECH shall continue Mr.
Desbiens' base salary as of the Separation Date (annualized at $285,500.00),
subject to all applicable deductions, for a period that shall end ten (10)
months from the Separation Date.
(b) These payments and the other benefits provided for in this Agreement
constitute the entire obligation of GTECH, represent full and complete
satisfaction by GTECH of all obligations under the Separation Agreement and any
severance policy, and constitute full and complete settlement of any claim under
law or equity that Mr. Desbiens might otherwise assert against GTECH for
compensation, benefits or remuneration of any form.
3. Benefits. From and after the Separation Date, Mr. Desbiens shall not
be eligible for any GTECH benefits or perquisites, and shall no longer be
eligible to participate in any GTECH benefit program or plan, except as
expressly set forth below:
a. GTECH shall (i) for a period of ten (10) months following the
Separation Date, or until Mr. Desbiens' earlier death, and subject to continued
employee contributions at levels equal to those existing as of the Separation
Date, continue to provide Mr. Desbiens with the life insurance policy in effect
as of the Separation Date ("Life Insurance Coverage"), and (ii) for a period of
ten (10) months
following the Separation Date, and subject to continued employee contributions
at levels equal to those existing as of the Separation Date, continue to provide
the health insurance currently provided to Mr. Desbiens as of the Separation
Date. Thereafter, GTECH will respect Mr. Desbiens's rights, if any, to continued
coverage at his own expense under the Consolidated Omnibus Budget Reconciliation
b. GTECH shall pay to Mr. Desbiens his accrued but unused vacation pay
during the pay period following the Separation Date.
c. In the event that profit sharing is awarded, Mr. Desbiens shall be
eligible for a contribution under the 2000 Supplemental Retirement Plan for FYE
2002 and through the severance period. If profit sharing is not awarded, there
will be no Supplemental Retirement Plan payment.
d. Mr. Desbiens shall have full use of his Perquisite Account for calendar
year 2002, and shall be eligible for consideration for a CMIP bonus at 90% of
base salary with no requirement to take any portion of the bonus in restricted
stock. Mr. Desbiens will be automatically entitled to such CMIP bonus in the