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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