The Company's 2000 Restricted Stock Plan

GTECH HOLDINGS CORPORATION
2000 RESTRICTED STOCK PLAN


Section 1
Purpose of Plan


The purpose of the GTECH Holdings Corporation 2000 Restricted Stock Plan is to advance the interests of the Corporation by encouraging and providing for the acquisition of equity interests in the Corporation by key employees of the Corporation and its subsidiaries, and by enabling the Corporation to retain the services of such employees upon whose judgment, interest and special effort and successful conduct of its operations is largely dependent.


Section 2
Definitions


Whenever the following capitalized terms are used in this Plan, they shall have the meaning specified below:


2.1 "Board" means the Board of Directors of the Corporation.


2.2 "Cause" shall be defined in any employment or similar agreement in force between the Corporation and a Participant or, in the event there is no employment similar agreement in force between the Corporation and Participant which defines "Cause", "Cause" means a termination of a Participant's employment by the Corporation as a result of: (i) the Participant engaging in serious misconduct that is injurious to the Corporation, or any of its subsidiaries or any other Participating Corporation; (ii) a Participant having been convicted of, or entered a plea of nolo contendere to a crime that constitutes a felony; (iii) the breach by the Participant of any written covenant or agreement with the Corporation not to disclose any information pertaining to the Corporation or any of its subsidiaries or not to compete or interfere with the Corporation or any of its subsidiaries; or (iv) a Participant's abuse of illegal drugs or other controlled substances or a Participant's habitual intoxication.


2.3 "Change in Control" means the happening of any of the following:


(i) the members of the Board at the beginning of any consecutive
twenty-four calendar month period (the "Incumbent Directors")
cease for any reason other than due to death to constitute at
least a majority of the members of the Board, provided that any
director whose election, or nomination for election by the
Corporation's stockholders, was approved by a vote of at least a
majority of the members of the Board then still in office who were
members of the Board at the beginning of such twenty-four calendar
month period, shall be deemed an Incumbent Director;


(ii) any "person", including a "group" (as such terms are used in
Sections 13(d) and 14(d) of the Act, but excluding the
Corporation, any of its affiliates, or any


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employee benefit plan of the Corporation or any of its affiliates)
is or becomes the "beneficial owner" (as defined in Rule 13(d)(3)
under the Act), directly or indirectly, of securities of the
Corporation representing the greater of 30% or more of the
combined voting power of the Corporation's then outstanding
securities;


(iii) the stockholders of the Corporation shall approve a definitive
agreement (1) for the merger or other business combination of the
Corporation with or into another corporation if (A) a majority of
the directors of the surviving corporation were not directors of
the Corporation immediately prior to the effective date of such
merger or (B) the stockholders of the Corporation immediately
prior to the effective date of such merger own less than 50% of
the combined voting power in the then outstanding securities in
such surviving corporation or (2) for the sale or other
disposition of all or substantially all of the assets of the
Corporation; or


(iv) the purchase of 30% or more of the Stock pursuant to any tender or
exchange offer made by any "person", including a "group" (as such
terms are used in Sections 13(d) and 14(d) of the Act), other than
the Corporation, any of its affiliates, or any employee benefit
plan of the Corporation or any of its affiliates.


2.4 "Code" means the Internal Revenue Code of 1986, as amended.


2.5 "Committee" means Compensation Committee of the Board or any other Committee of the Board appointed by the Board to administer the Plan from time to time.


2.6 "Common Stock" means the common stock of the Corporation.


2.7 "Corporation" means GTECH Holdings Corporation, a Delaware corporation.


2.8 "Date of Grant" means the date on which the Committee makes a Restricted Stock Award under the Plan or such later date as the Committee may specify to be the effective date of the Restricted Stock Award.


2.9 "Disability" means the permanent and total disability as determined under the Corporation's long-term disability program.


2.10 "Effective Date" means the effective date of this Plan as defined in Section 9.1.


2.11 "Exchange Act" means the Securities Exchange Act of 1934, as amended.


2.12 "Fair Market Value" of a share of Common Stock as of any given date means the closing sales price of the Common Stock on the New York Stock Exchange as reflected on the composite index on the trading date immediately preceding the date as of which the Fair Market Value is to be determined or, in the absence of any reported sales of Common Stock on such date, on the first preceding date on which any such sale shall have been reported. If the Common Stock is not listed on the New York Stock Exchange on the date as of which Fair Market Value 3


is to be determined, the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate.


2.13 "Participant" means any individual to whom a Restricted Stock Award has been granted under the Plan.


2.14 "Participating Corporation" means the Corporation and any present or future corporation that: (i) controls, is controlled by or is under common control with the corporation; (ii) the Board elects to treat as a Participating Corporation; and (iii) agrees to be a Participating Corporation.


2.15 "Plan" means the GTECH Holdings Corporation 2000 Restricted Stock Plan as set forth herein, as it may be amended from time to time.


2.16 "Restricted Stock Award" means an award of restricted stock under Section 6 hereof entitling a Participant to shares of Common Stock that are non-transferable and subject to forfeiture until specific conditions established by the Committee are satisfied.


2.17 "Restricted Stock Agreement" means an agreement entered into between the Corporation and a Participant setting forth the terms and conditions of a Restricted Stock Award granted to a Participant.


Section 3
Shares Subject to the Plan


3.1. Number of Shares. Subject to the following provisions of this Section 3, the aggregate number of shares of Common Stock that may be issued pursuant to all Restricted Stock Awards under the Plan is 400,000 shares of Common Stock. The shares of Common Stock to be delivered under the Plan will be made available from issued shares that have been reacquired by the Corporation. To the extent that any Restricted Stock Award payable in Common Stock is forfeited, cancelled, returned to the Corporation for failure to satisfy vesting requirements or upon the occurrence of other forfeiture events, or otherwise terminates without payment being made thereunder, shares of Common Stock covered thereby will no longer be charged against the foregoing maximum share limitations and may again be subject to Restricted Stock Awards under the Plan pursuant to such limitations.


3.2. Share Adjustments. If there shall occur any recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other distribution with respect to the shares of Common Stock, or other change in corporate structure affecting the Common Stock, the Committee may, in the manner and to the extent that it deems appropriate and in equitable to the Participants and consistent with the terms of this Plan, cause and adjustment to be made in (i) the maximum number and kind of shares provided in Section 3.1 hereof, (ii) the performance, targets or goals applicable to any outstanding Restricted Stock Awards or (iii) any other terms of a Restricted Stock Award that are affected by the event.


Section 4


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Administration of the Plan.


4.1. Committee Members. The Plan shall be administered by a Committee comprised of no fewer than two persons selected by the Board. Solely to the extent deemed necessary or advisable by the Board, each Committee Member shall meet the definition of "non-employee director" for the purposes of such Rule 16b-3 under the Exchange Act. The Board shall also have the authority to exercise the powers and duties of the Committee under the Plan. The Committee shall have such powers and authority as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan. No member of the Committee shall be liable for any action or determination made in good faith by the Committee with respect to the Plan or any Restricted Stock Award thereunder.


4.2. Discretionary Authority. Subject to the express limitations of the Plan, the Committee shall have the authority in its discretion to determine those individuals to whom, and the time or times at which, Awards may be granted, the number of shares subject to each Restricted Stock Award, the time or times at which a Restricted Stock Award shall become vested, the performance criteria, business or performance goals or other conditions of a Restricted Stock Award and all other terms of the Restricted Stock Award. The Committee shall also have discretionary authority to interpret the Plan, to make all factual determinations under the Plan, and to make all other determinations necessary or advisable for the Plan Administration. The Committee may prescribe, amend and rescind rules and regulations relating to the Plan. All interpretations, determinations, and actions by the Committee shall be final, conclusive and binding upon all parties.


4.3. Changes to Awards. The Committee shall have the authority to effect, at any time and from time to time, (i) the cancellation of any and all outstanding Restricted Stock Awards and the granting and substitution therefore of new Restricted Stock Awards covering the same or different numbers of shares of Common Stock, or (ii) the amendment of the terms of any and all outstanding Restricted Stock Awards; provided, however, that no such action by the Committee may adversely impair the rights of a Participant (or any permitted transferee) under any outstanding Restricted Stock Award without the consent of a Participant (or transferee). The Committee may in its discretion accelerate the vesting of a Restricted Stock Award at any time or on the basis of any specified event.


4.4. Delegation of Authority. The Committee shall have the right, from time to time, to delegate to one or more officers of the Corporation the authority of the Committee to grant and determine the terms and con ...