Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retention Letter Agreement with Constance P. James
On September 7, 2022, Light & Wonder, Inc. (the "Company") and Constance P.
James, the Company's Executive Vice President, Chief Financial Officer,
Treasurer and Corporate Secretary, entered into a retention letter agreement
(the "Letter Agreement"). The Letter Agreement provides that, as a result of the
expected increase in Ms. James' responsibilities and workload in light of the
appointment of Matthew Wilson as interim President and Chief Executive Officer
and the announced search for a permanent President and Chief Executive Officer
and, in exchange for Ms. James remaining with the Company through the filing of
its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the
"Retention Date"), the Company will, on the Retention Date, waive the continued
service requirements with respect to time-vesting restricted stock units
previously granted to Ms. James and scheduled to vest on March 20, 2023 and pay
Ms. James a cash retention bonus of $500,000. Ms. James will also be entitled to
the foregoing retention benefits and the waiver of any continued service
requirements with respect to time-vesting restricted stock units outstanding and
scheduled to vest before March 20, 2023, in the event of her termination of
employment by the Company without "cause" or by Ms. James for "good reason"
prior to the Retention Date.
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