COMPENSATION CommITTEE
CHARTER
I. Purpose
The primary purpose of the Compensation
Committee (the “Committee”) of the Board of Directors
(the “Board”) of Scientific Games Corporation (the “Company”)
is to help the Board discharge its responsibilities with respect
to: (i) the compensation of the Company’s Chief Executive
Officer (“CEO”) and other executive officers; (ii)
the administration of the Company’s executive compensation
and benefits programs; and (iii) the production of an annual report
on executive compensation for inclusion in the Company’s
proxy statement.
II. Membership
The Committee shall be comprised
of three or more members, each of whom has been determined by the
Board to: (i) meet the independence requirements of the Nasdaq
Stock Market, Inc.; (ii) qualify as a “non-employee director” within
the meaning of Rule 16b-3 under the Securities Exchange Act of
1934; and (iii) meet the “outside director” requirements
of Section 162(m) of the Internal Revenue Code of 1986. The Board
shall appoint all members of the Committee and the Chairman of
the Committee. The members shall be appointed by the Board annually
and serve until their successors shall be duly elected and qualified.
III. Duties and Responsibilities
The Committee shall have and
may exercise the powers of the Board in matters relating to the
following duties and responsibilities, to the fullest extent permitted
by law:
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| A. |
Compensation of Executive Officers.
The Committee is responsible for determining the compensation
of the Company’s CEO and the other executive officers
of the Company. This responsibility includes:
|
|
(1) |
Establishing performance goals and objectives
on an annual basis for the CEO and other executive officers
and evaluating the performance of such persons in light of
the approved goals and objectives. |
|
(2) |
Setting compensation levels, including salary
and bonus potential, for the CEO and other executive officers
and approving bonus awards, stock options and other equity
grants for such persons, and, in the case of the CEO presenting
such determinations to the Board for its ratification.
|
| B. |
Compensation Policies, Plans and Programs:
The Committee will lead in developing and administering compensation
and benefits policies, plans and programs for executive officers,
subject to the following guidelines: |
|
(1) |
Policies, plans and programs include those
that provide for incentive compensation, supplemental retirement
compensation, severance and change-in-control compensation
and other compensation and benefits for executive officers. |
|
(2) |
The Committee may develop and adopt new executive
compensation plans or programs or amend existing arrangements
and will present material plans and programs or amendments
thereto to the Board for its review and approval. |
|
(3) |
The Committee will approve executive employment
and severance arrangements and other compensatory and change-in-control
arrangements for executive officers.
|
| C. |
Annual Reporting: The Committee shall
produce annually a report to be included in the Company's
proxy statement disclosing the compensation policies for
the Company's CEO and other executive officers, including
the specific relationship of corporate performance to executive
compensation with respect to compensation reported in the
last completed fiscal year.
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| D. |
Other Committee Authority. The Committee
will also have the following other duties: |
|
(1) |
The Committee shall administer the Company's
equity incentive plans and programs and approve awards thereunder. |
|
(2) |
The Committee shall review and recommend
to the Board compensation arrangements for non-employee members
of the Board. |
|
(3) |
The Committee shall review and approve the
setting of compensation levels for senior employees whose
compensation is not otherwise determined by the Committee. |
|
(4) |
The Committee shall make recommendations to
the Board with respect to the adoption of new employee benefit
plans and new equity incentive plans and programs. |
|
(5) |
The Committee may exercise such other rights,
duties and obligations as may be ancillary to those specified
herein or otherwise delegated to the Committee by the Board. |
|
(6) |
The Committee shall reassess the adequacy
of this Charter annually and recommend any proposed changes
to the Board for approval. |
|
(7) |
The Committee shall annually review and evaluate
the performance of the Committee, including compliance by
the Committee with this Charter. |
| The
Committee may delegate authority granted hereunder, to the
extent permitted under applicable law, to a subcommittee
of the Committee, management or any executive officer in
order to ensure compliance with legal and regulatory obligations,
to ensure timely decision-making or for other purposes. Delegation
to executive officers or management may only occur with respect
to matters affecting employees other than the person to whom
authority is delegated and other than executive officers. |
IV. Meetings
The Committee shall meet at least
three times annually, or more frequently as the Committee may determine.
The Committee shall meet in executive session at least on an annual
basis. The Chairman will chair all regular sessions of the Committee
and set the agendas for Committee meetings. The Chairman shall
report regularly on the Committee's activities and actions to the
Board, including at each Board meeting that shortly follows any
Committee meeting. The Committee shall keep regular minutes of
its meetings and report the same to the Board from time to time
and upon request.
V. Committee Resources and Advisors
The Committee shall have the
authority, at the expense of the Company, to retain outside compensation
consultants, legal counsel or other independent third-party experts
as it shall deem necessary to carry out its duties, without Board
or management approval.
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Last Updated May 3, 2007
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