Amended And Restated Employment Agreement, Dated March 20, 2009, Between International Game Technolo

EXECUTION VERSION


Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this " Agreement" ) is dated as of March 20, 2009 (the " Effective Date" ) and is by and between International Game Technology, a Nevada corporation (the " Corporation" ), and Thomas J. Matthews (the " Executive" ).

WHEREAS , the Executive is currently employed by the Corporation pursuant to that Employment Agreement, dated as of October 27, 2003, between the Corporation and the Executive (as amended, the " Original Agreement" ); and

WHEREAS , the Corporation considers it important and in its best interest to foster the employment of key management personnel and desires to retain the services of the Executive on the terms and subject to the conditions in this Agreement; and

WHEREAS , the Executive desires to continue employment by the Corporation to render services to the Corporation on the terms and subject to the conditions in this Agreement; and

WHEREAS, the Executive and the Corporation desire to amend and restate the Original Agreement, pursuant to Section 8.2 thereof, as set forth below.

NOW, THEREFORE , in consideration of the premises and the respective undertakings of the Corporation and the Executive set forth below, the Corporation and the Executive agree as follows:

1.

Employment . The Corporation hereby employs the Executive in the position of Chairman, and the Executive accepts such employment and agrees to perform services for the Corporation, for the period and upon the other terms and conditions set forth in this Agreement. Without otherwise limiting the role of the Chairman of the Board as set forth in the Corporation' s Bylaws, the Executive shall be responsible for:

ullet

collaborating and working with the President and Chief Executive Officer in scheduling meetings of the Board of Directors of the Corporation (the " Board" ), as well as designing specific Board meeting formats and agendas;

ullet

consulting with the Board' s Nominating and Corporate Governance Committee to design Board committee structure;

ullet

consulting with the Board' s Nominating and Corporate Governance Committee on new Board member recruitment;

ullet

discussing committee meeting agendas with Board committee chairmen;

ullet

presiding over quarterly and other special Board meetings;

ullet

interfacing with significant Corporation shareholders and customers, as deemed appropriate by the Board;

ullet

presiding over the Corporation' s annual shareholders meetings;


ullet

attending all Board meetings, with the exception of meetings of non-management directors;

ullet

in between Board meetings, facilitating communication among directors, including scheduling impromptu Board meetings and calls (in consultation with the President and Chief Executive Officer);

ullet

facilitating communication between the Board and the President and Chief Executive Officer and other senior management, including eliciting reports from senior management when necessary;

ullet

representing the Corporation as Chairman of the American Gaming Association;

ullet

participating as necessary in pertinent legal actions involving the Corporation;

ullet

at the request of and in consultation with the President and Chief Executive Officer, taking on special projects for the Corporation in furtherance of its business objectives;

ullet

at the request of and in consultation with the President and Chief Executive Officer, taking on public affairs and promotional assignments, including representing the Corporation in meetings and industry events, delivering speeches and presentations, meeting with regulators and representing the company with customers and clients;

ullet

hosting the Corporation' s quarterly earnings conference calls in conjunction with the President and Chief Executive Officer;

ullet

collaborating with the President and Chief Executive Officer on all refinancing activities;

ullet

providing advice, counsel and input on key hiring decisions;

ullet

conducting transitional sessions with key investors and customers; and

ullet

providing advice and counsel to the President and Chief Executive Officer regarding the Corporation' s 2010 planning process.

The Executive acknowledges the employment agreement entered into between the Corporation and Patti S. Hart on or about the date hereof and agrees to the division of responsibilities and authorities reflected therein and herein.

The Executive shall report to the Board.

The Executive will devote his full business time and efforts to the performance of the Executive' s duties and responsibilities under this Agreement and to the business and affairs of Corporation, its subsidiaries and affiliates. The Executive may engage in personal, charitable, professional and investment activities to the extent such activities do not materially conflict or interfere with the Executive' s duties and obligations under this Agreement or the Executive' s


2


ability to perform his duties and responsibilities under this Agreement. During the Term (as such term is defined below), the Executive shall not serve on the board of directors (or similar governing body) of any other business entity without the prior approval of the Board. The Executive shall resign from any such board of directors (or similar governing body) on which he may serve (even if such service has been approved by the Board) if the Executive' s activities on such board (or other body) conflict or interfere with the performance of the Executive' s duties for the Corporation.

If for any reason the Executive is not re-elected as a director or as Chairman of the Board, such failure to re-elect the Executive will not constitute a breach of this Agreement.

2.

Term . The " Term" shall, unless sooner terminated as provided herein, commence on the Effective Date and end at the close of business on December 1, 2009 (the " Initial Extension Date" ). Notwithstanding the preceding sentence, on the Initial Extension Date and on each annual anniversary of the Initial Extension Date (the Initial Extension Date and each annual anniversary thereof is referred to as an " Extension Date" ), the Term shall be automatically extended through and shall end with the close of business on the first (1st) anniversary of that Extension Date (for example, on the Initial Extension Date the Period of Employment shall be automatically extended through the close of business on the day before the first (1st) anniversary of the Effective Date), unless at least sixty (60) days prior to such E xtension Date the Corporation or the Executive has provided the other with written notice that the Term shall not be extended or further extended, as the case may be. The term " Term" shall include any extension thereof pursuant to the preceding sentence, Provision of notice that the Term shall not be extended or further extended, as the case may be, shall not constitute a breach of this Agreement, and shall not entitle the Executive to severance benefits pursuant to Section 7.

3.

Compensation .

3.1

Base Salary . As compensation in full for the services to be rendered by the Executive under this Agreement during the Term, the Corporation shall pay to the Executive a base salary (" Base Salary" ) at an annualized rate of Eight Hundred Forty Thousand Dollars ($840,000) per year. Such Base Salary shall be paid in accordance with the Corporation' s normal payroll procedures and policies.

3.2

Bonus Opportunity . For each fiscal year of the Corporation during the Term, commencing with the fiscal year beginning October 1, 2008, the Corporation shall grant to the Executive the opportunity to earn a bonus up to a maximum amount of Three Hundred Percent (300%) of the total Base Salary paid to the Executive' s during such year (including, for the fiscal year beginning October 1, 2008, any Base Salary paid to the Executive pursuant to the Original Agreement). Seventy Percent (70%) of each such bonus opportunity will be based on the Corporation' s annual year-over-year increase in net operating income, and Thirty Percent (30%) of each such bonus opportunity will be based on other objectives established with respect to that year, each as determined by the Compensation Committee of the Board. The specific bonus opportunity with respect to a particular fiscal year will be established by the Compensation Committee prior to or within the first three months of that fiscal year.

3.3

Participation in Benefit Plans . During the Term, the Executive shall also be entitled to participate in all employee benefit plans or programs of the Corporation to the extent


3


that his position, title, tenure, salary, age, health and other qualifications make him eligible to participate in accordance with the terms of the applicable plans or programs. The Corporation does not guarantee the adoption or continuance of any particular employee benefit plan or program during the Term, and the Executive' s participation in any such plan or program shall be subject to the provisions, rules and regulations applicable thereto and as amended from time to time.

3.4

Withholding Taxes . The Corporation may withhold from any compensation or other benefits payable under this Agreement, all federal, state, city or other taxes as shall be required to be withheld pursuant to any law or governmental regulation or ruling.

3.5

Continuing Medical Benefits . After the termination of the Executive' s employment with the Corporation (regardless of the reason for such termination), the Corporation shall continue to provide medical benefits to the Executive on the following basis:

ullet

subject to the next clause, the medical benefits provided shall be the same as or similar to the benefits provided by the Corporation to the Executive on the last day that he is employed by the Corporation;

ullet

the benefits shall terminate upon the Executive' s death;

ullet

any co-pays or deductibles with respect to the medical benefits shall be paid or reimbursed by the Corporation (subject to Section 3.4);

ullet

such benefits shall be provided at no cost to the Executive (except for any taxes that may result from such benefits, which taxes shall be the sole responsibility of the Executive; provided that the Corporation may require that the Executive remit to the Corporation in cash the amount necessary to satisfy any applicable withholding obligations due with respect to such benefits);

ullet

such benefits shall be secondary to Medicare or any other insurance that may cover the Executive from time to time.

The Corporation may, in its sole discretion and notwithstanding the foregoing, pay the Executive on a periodic basis an amount equal to the reasonable cost to obtain such benefits for the corresponding period in lieu of providing such benefits directly (the cost of such benefits to be determined before giving effect to any taxes that may result from the Corporation making such payment and such payment shall be subject to the tax withholding provisions of Section 3.4). For the sake of clarity, the Corporation shall have no obligation to provide long or short-term disability benefits or insurance, life insurance, or any other type of benefits (other than the medical benefits expressly contemplated above) to the Executive following the termination of the Executive' s employment with the Corporation. The Executive agrees to enroll in Medicare parts A and B as soon as he is eligible to do so.

4.

Confidential Information . Except as provided below, the Executive shall not, during the Term or at any time thereafter, divulge, furnish or make accessible to anyone or use in any way (other than in the ordinary course of the business of the Corporation or any of its respective affiliates) any confidential or secret knowledge or information of the Corporation which the Executive has acquired or become acquainted with or will acquire or become acquainted with


4


prior to the termination of the period of his employment by the Corporation (including employment by the Corporation or any affiliated or predecessor companies prior to the date of this Agreement), whether developed by himself or by others, concerning any trade secrets, confidential ...