THE AUTOTOTE CORPORATION
KEY EXECUTIVE DEFERRED COMPENSATION PLAN
PLAN ADOPTION AGREEMENT
1.1 Purpose of Plan
The Company has adopted the Plan set forth herein to provide a means by which certain Eligible Individuals may
elect to defer receipt of designated percentages or amounts of their Compensation.
1.2 Status of Plan
The Plan is intended to be an unfunded "bonus program" under 29 CFR Part 2510.3-2(c) and a plan that is
"unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees" within the meaning of sections 201(2) and 301(a)
(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"), and shall be interpreted and
administered to the extent possible in a manner consistent with that intent.
Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly
required by the context:
2.1 Account means, for each Participant, an account maintained on the books and records of the Company (and
in the Trust) that is established for his or her benefit under Section 5.1.
2.2 Adoption Agreement means the Merrill Lynch Special Nonqualified Deferred Compensation Plan for Select
Employees Adoption Agreement signed by the Company to establish the Plan and containing all the options
selected by the Company, as the same may be amended from time to time.
2.3 Change of Control means the occurrence of any of the following:
(a) any "person" as defined in section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and as used in sections 13(d) and 14(d) thereof, including a "group" as defined in section 13(d)
of the Exchange Act but excluding the Company and any subsidiary and any employee benefit plan sponsored or
maintained by the Company or any subsidiary (including any trustee of such plan acting as trustee), directly or