Scientific Games Corporation Employee Stock Purchase Plan ...

1 Scientific Games Corporation Employee Stock Purchase plan Guide For Participants in the United States November 2016. Dear Scientific Games Employee : The Scientific Games Corporation 2016 Employee Stock Purchase plan (the plan ) allows eligible employees to Purchase Scientific Games Corporation Class A common Stock at a discount through periodic payroll deductions. This Guide is designed to help you understand Employee Stock Purchase plans in general and the specific parameters of the plan . Fidelity Stock plan Services ( Fidelity ) has been Table of Contents selected by Scientific Games Corporation to provide services to help you manage participation in the Questions and Answers 3 plan .

2 You can enroll in the plan and sell shares Tax Considerations 6 acquired through the plan on the Fidelity website, Enrolling Online Fidelity 8 , or by telephone via the Stock plan Services appropriate number listed at Glossary of Terms 9. This document summarizes some important points about the plan ; however, it is not a summary plan description, nor does it purport to give investment or tax advice. For more complete information about the plan , you should read the plan 's Prospectus located [add link] and the plan (the plan documents ). In case of any discrepancy between this information or any oral representation and the plan documents, the plan documents will govern.

3 Participation in the plan is not a guarantee of employment. Scientific Games Corporation reserves the right to amend or terminate the plan at any time. 2. Questions & Answers What is an Employee Stock Purchase plan ? An Employee Stock Purchase plan (ESPP) is an The plan addresses the consequences of terminating employer sponsored program that allows you to employment and includes provisions for increasing make planned, periodic purchases of employer or decreasing payroll deductions and withdrawing Stock through convenient payroll deductions. We from participation. refer to the Scientific Games ESPP as the plan .. How much may I contribute?

4 Scientific Games Corporation 's plan allows You may contribute, by payroll deduction, any you to: amount between 1% and 15% of your regular base Invest up to 15% of your eligible pay in pay (excluding overtime, premium pay, bonuses, Scientific Games Corporation Class A commissions and similar payments) for each full common Stock through payroll deductions payroll period in the Option Period. Purchase Scientific Games Corporation Your payroll deductions for each Option Period are Class A common Stock at a discount calculated and based on your pay rate at the Become a holder of Scientific Games beginning of that Option Period. Amounts will be Corporation Class A common Stock in a withheld only in whole percentages.

5 Deductions will convenient manner be made from your after-tax paycheck each full pay period during the Option Period and held by the How does the plan work? Company without interest until the Option Period is If you are an eligible Employee of Scientific Games completed. Corporation (the Company ) or a designated subsidiary of the Company, you may authorize How is the payroll deduction calculated? payroll deductions of 1% to 15% of Eligible All deductions are based on pre-tax compensation Compensation each Option Period. Percentages but deducted on a post-tax basis. must be in whole amounts ( , 3% is correct; EXAMPLE: is not). The amounts deducted are accumulated Annual base pay rate = $52,000; contribution over the Option Period and used to Purchase shares rate = 15% of eligible pay.

6 Of the Company's common Stock on the Purchase Base salary rate for six-month option period =. Date, which occurs at the end of each six-month $26,000/13 pay periods = $2,000 gross per Option Period. biweekly pay period. $300 deducted per pay period ($2,000 x 15%). The Purchase price will be 15% less than Fair Market even if your actual pay is different than $2,000. Value (FMV) on the last day of the Option Period. For gross per biweekly pay period. each Option Period, there is a 150,000 share limit on Assuming $1,200 is your net take home pay the total number of shares that can be purchased before the ESPP deduction, your final net take under the plan across all participants.

7 Should the home pay will be $1,200 - $300 = $900. cumulative amount of contributions during an Option Period exceed the amount of funds required to Purchase 150,000 shares, the share Purchase will A Glossary of Terms is provided on page 10. then be pro-rated in proportion to each participant's respective contributions to the plan , over that Option What price will I pay? Period. The balance of unused contributions will be The Purchase price will be 85% of the market price refunded to the participant. Shares purchased under (Fair Market Value) on the last day of the Option the plan are also subject to a 12-month holding Period. period following the Purchase Date at the end of the Option Period.

8 Who is eligible? If you are an Employee of the Company or a The plan will operate on two consecutive six month designated subsidiary (customarily employed at Option Periods each year, with the first beginning on least 20 hours per week) located in the United States January 1 and ending on the Purchase Date of June ( ) or India, have at least one (1) year of 30 and the second beginning on July 1 and ending on continuous service as of the beginning of the Option the Purchase Date of December 31. Period and your Eligible Compensation in the prior 3. Questions & Answers calendar year did not exceed $250,000 (USD), you are eligible to participate in that Option Period.

9 Can I stop my contributions and still participate in the plan ? How do I join? Yes. With prior notice, you may suspend your You may enroll in the plan through the enrollment contributions to the plan as of the middle of an website at or by telephone via the Option Period. The contributions deducted from appropriate number listed at your payroll during the first half of the Option Period during the Open will be used to Purchase shares at the end of the Enrollment Period. Additional details for enrollment Option Period but no further contributions will be will be sent to you under separate cover. Your made during the balance of the Option Period.

10 In participation will begin with the first Option Period addition, you will be deemed to have elected not to following your enrollment. Your enrollment will participate in subsequent Option Periods, and must remain in effect for successive Option Periods until re-enroll to participate in a future Option Period. it is revised or revoked by you. May I increase or decrease my payroll deductions during an Option Period? If I decide not to join right now, will I have another During an Option Period, you may not increase your opportunity? contribution rate, but you may make one election to Yes. If you decide not to join the plan for the decrease your contribution rate.