Exhibit 10.33
AUTOTOTE CORPORATION
1992 EQUITY INCENTIVE PLAN
As Amended and Restated
Effective as of September 10, 1998
1. PURPOSE
The purpose of this Equity Incentive Plan (the "Plan") is to advance the interests of Autotote Corporation (the
"Company") by enhancing its ability to attract and retain employees and other persons or entities who are in a
position to make significant contributions to the success of the Company and its subsidiaries through ownership of
shares of the Company's Class A Common Stock ("Stock").
The Plan is intended to accomplish these goals by enabling the Company to grant awards ("Awards") in the form
of Options, Stock Appreciation Rights, Restricted Stock or Unrestricted Stock Awards, Performance Awards,
Loans or Supplement Grants, or combinations thereof, all as more fully described below.
2. ADMINISTRATION
The Plan will be administered by the Board of Directors of the Company (the "Board"). The Board will have
authority, not inconsistent with the express provisions of the Plan and in addition to other authority granted under
the Plan, to (a) grant Awards at such time or times as it may choose; (b) determine the size of each Award,
including the number of shares of Stock subject to the Award; (c) determine the type or types of each Award;
(d) determine the terms and conditions of each Award; (e) waive compliance by a Participant (as defined below)
with any obligations to be performed by the Participant under an Award and waive any term or condition of an
Award; (f) amend or cancel an existing Award in whole or in part (and if an award is canceled, grant another
Award in its place on such terms as the Board shall specify), except that the Board may not, without the consent
of the holder of an Award, take any action under this
clause with respect to such Award if such action would materially adversely affect the rights of such holder; (g)
prescribe the form or forms of instruments that are required or deemed appropriate under the Plan, including any
wr