AMENDED AND RESTATED
SCIENTIFIC GAMES CORPORATION
2002 EMPLOYEE STOCK PURCHASE PLAN
(Amended and Restated as of December 16, 2005)
SECTION 1. PURPOSE OF PLAN
(a) The purpose of the Scientific Games Corporation 2002 Employee Stock Purchase Plan is to provide
Eligible Employees with the opportunity to purchase Common Stock of the Company by means of
voluntary, systematic payroll deductions and thereby acquire an interest in the future of the Company.
(b) It is the intention of the Company that the Plan qualify as an “employee stock purchase plan” under
Section 423 of the Code. The provisions of the Plan shall be construed so as to comply in all respects
with the requirements of the Code applicable to employee stock purchase plans.
SECTION 2. DEFINITIONS
“ Board of Directors ” means the Board of Directors of Scientific Games Corporation.
“ Closing Price ” of the Stock means, on any business day, the last sale price for a share of such Stock
as reported on the principal market on which the Stock is traded.
“ Code ” means the Internal Revenue Code of 1986, as amended.
“ Committee ” means the Compensation Committee of the Board of Directors or a committee duly
authorized by the Board of Directors to administer the Plan.
“ Company ” means Scientific Games Corporation.
“ Compensation ” means the Participant’s base wages , or base salary, as applicable, (not including any
bonuses, commissions or similar payments) and shall include (and all calculations based upon the Participant’s
Compensation shall include) all amounts that would be included in the Participant’s taxable income as base wages
or base salary but for the fact that such amount was contributed to a qualified plan pursuant to an elective deferral
under Section 401(k) of the Code or contributed under a salary reduction