EXHIBIT 10.1
November 15, 2001
Orrin J. Edidin
c/o WMS Industries Inc.
800 South Northpoint Blvd.
Waukegan, IL 60085
Dear Mr. Edidin:
Reference is made to your employment agreement, dated as of May 8, 2000, as
amended (the "Employment Agreement"), between WMS Industries Inc. (the
"Corporation") and you, and to the employee stock options currently held by you
described on Schedule A attached hereto (the "Existing Options").
This letter reflects our agreement to amend the Employment Agreement and the
Existing Options as set forth below. Capitalized terms used but not defined in
this amendment shall have the definitions given to them in the Employment
Agreement.
In the event of a Change of Control of the Corporation, or if any person or
entity or group of affiliated persons or entities who are not the owners of at
least 15% of the outstanding shares of voting securities of the Corporation on
the date hereof acquires more than 25% of the outstanding shares of the
Corporation's voting securities (each such event being an "Accelerated Vesting
Event"), all unexpired Existing Options owned by Executive on the date of the
Accelerated Vesting Event shall, if unvested, vest fully on the date of the
Accelerated Vesting Event notwithstanding any vesting provisions of such
options. All options hereafter granted to Executive by the Corporation shall
provide for substantially similar accelerated vesting.
In all other respects, the Employment Agreement and the Existing Options are
hereby confirmed and in full force and effect.
Please indicate your agreement to the foregoing by signing this letter in the
space provided below.
Very truly yours,
WMS INDUSTRIES INC.
/s/ BRIAN R. GAMACHE
Brian R. Gamache
President, Chief Executive Officer
ACCEPTED AND AGREED TO:
/s/ Orrin J. Edidin
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Orrin J. Edidin