EXHIBIT 10(ll)
WMS INDUSTRIES INC.
RESTRICTED STOCK AGREEMENT
WHEREAS, the Compensation and Stock Option Committees of WMS Industries
Inc., a Delaware corporation (the "Company") have determined that the President
and Chief Executive Officer, Brian R. Gamache, should be compensated to
recognize his substantial time and efforts in overseeing the implementation of
the Company's technology improvement plan.
The Company hereby grants to Brian R. Gamache (the "Grantee", also
referred to herein as "you") shares of its common stock, $.50 par value, (the
"Stock").
Grant Date: June 11, 2003
Grantee's Social Security Number: ###-##-####
Number of Shares of Stock Covered by Grant: 7,478
BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT.
Grantee: /S/ BRIAN R. GAMACHE
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(Signature)
Company:
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(Signature)
Title: President and Chief Executive Officer
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Attachment
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This is not a stock certificate or a negotiable instrument.
WMS INDUSTRIES, INC.
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK/NONTRANSFERABILITY This grant is an award of Stock in the
number of shares set forth on the cover
sheet and subject to the vesting
conditions described below ("Restricted
Stock"). To the extent not yet vested,
your Restricted Stock may not be
transferred, assigned, pledged or
hypothecated, whether by operation of law
or otherwise, nor may the Restricted
Stock be made subject to execution,
attachment or similar process.
ISSUANCE AND VESTING The Company will issue your Restricted
Stock in your name as of the Grant Date.
Your right to the Stock under this
Restricted Stock grant vests as to 100%
of the total number of shares covered by
this grant, as shown on the cover sheet,
on June 11, 2004; provided that you
remain continuously employed with the
Company throughout the vesting period.
Notwithstanding the preceding paragraph
your right to the Stock under this
Restricted Stock grant shall immediately
vest as to 100% of the total number of
shares covered by this grant upon the
occurrence of either:
- your termination of Service due to
your death or permanent and total
disability, or your involuntary
termination of Service other than
by reason of your willful refusal
to perform your duties; or
- a "Change of Control" of the
Company prior to your termination
of Service. For purposes of this
Agreement, Change of Control
means, if, at any time prior to
the vesting of the Restricted
Stock, (i) the individuals who
presently constitute the Board of
Directors of the Company, or who
have been recommended for election
to the Board by two-thirds of the
Board consisting of individuals
who are either presently on the
Board or such recommended
successors cease for any reason to
constitute at least a majority of
such Board, or (ii) 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 Company on the
date hereof, acquiring more than
25% of the outstanding shares of
the Company's voting securities.
You will return the certificate
representing the Restricted Stock, and
the Restricted Stock shall be deemed no
longer outstanding, to the extent the
Restricted Stock does not become vested
in accordance with the foregoing
provisions.
SECTION 83(b) ELECTION Under Section 83 of the Internal Revenue
Code of 1986, as amended (the "Code"),
the difference between the purchase
price, if any, paid for the shares of
Stock and their fair market value on the
date any forfeiture restrictions
applicable to such shares lapse will be
reportable as ordinary income at that
time. You may elect to be taxed at the
time the shares are acquired rather than
when such shares cease to be subject to
such forfeiture restrictions by filing an
election under Section 83(b) of the Code
with the Internal Revenue Service within
thirty (30) days after the Grant Date.
You will have to make a tax payment to
the extent the purchase price is less
than
the fair market value of the shares on
the Grant Date. No tax payment will have
to be made to the extent the purchase
price is at least equal to the fair
market value of the shares on the Grant
Date. The form for making this election
is attached as Exhibit A hereto. Failure
to make this filing within the thirty
(30) day period will result in the
recognition of ordinary income by you (in
the event the fair market value of the
shares increases after the date of
purchase) as the forfeiture restrictions
lapse.
SHAREHOLDER RIGHTS You have the right to vote the Stock and
to receive any dividends declared or paid
on such stock. Any distributions you
receive as a result of any stock split,
stock dividend, combination of shares or
other similar transaction shall be deemed
to be a part of the Stock and subject to
the same conditions and restrictions
applicable thereto. The Company may in
its sole discretion require any dividends
paid on the Stock to be reinvested in
shares of Stock, which the Company may in
its sole discretion deem to be a part of
the shares of Stock and subject to the
same conditions and restrictions
applicable thereto.
ADJUSTMENTS In the event of a stock split, a stock
dividend or a similar change in the
Company stock, the number of shares
covered by this grant shall be adjusted
(and rounded down to the nearest whole
number).
COMPLIANCE WITH LAW The issuance of this Stock shall be
subject to compliance with the rules and
policies of the New York Stock Exchange.
The shares of Stock have not been
registered under the Securities Act of
1933 as amended (the "Act"), may be
"restricted securities" as defined in
Rule 144 promulgated under the Act, and
may not be sold or otherwise disposed of
except in compliance with applicable
provisions of the Act. At your request,
the Company will, at its expense, cause
such shares to be duly and promptly
registered for resale by you under the
Act after vesting of such shares;
provided that you will have the right to
request one demand registration and
unlimited "piggyback" registrations.
LEGENDS All certificates representing the Stock
issued in connection with this grant
shall, where applicable, have endorsed
thereon the following legends: "THE
SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO CERTAIN RESTRICTIONS SET
FORTH IN AN AGREEMENT BETWEEN THE COMPANY
AND THE REGISTERED HOLDER, OR HIS OR HER
PREDECESSOR IN INTEREST. A COPY OF SUCH
AGREEMENT IS ON FILE AT THE PRINCIPAL
OFFICE OF THE COMPANY AND WILL BE
FURNISHED UPON WRITTEN REQUEST TO THE
SECRETARY OF THE COMPANY BY THE HOLDER OF
RECORD OF THE SHARES REPRESENTED BY THIS
CERTIFICATE." "THE SHARES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION, AND
MAY NOT BE SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION OR QUALIFICATION THEREOF
UNDER SUCH ACT AND SUCH APPLICABLE STATE
OR OTHER JURISDICTION'S SECURITIES LAWS
OR AN OPINION OF COUNSEL, SATISFACTORY TO
THE
COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION AND QUALIFICATION IS NOT
REQUIRED."
NON-RAIDING AND NON-COMPETE You agree that during the Term hereof
and, (i) in the event you voluntarily
terminates your employment or the Company
terminates your employment for cause,
prior to the expiration of one (1) year
following such termination of your
employment, or (ii) in the event you are
terminated for reasons other than for
cause, then for such period (not to
exceed one (1) year) as the Company
continues to pay your base salary to you,
you will not without the Company's prior
written consent, directly or indirectly
own, manage, operate, join, control,
participate in, perform any services for,
invest in, or otherwise be connected
with, in any manner, whether as an
officer, director, employee, consultant,
partner, investor or otherwise, any
business entity which is engaged in the
design, manufacture and/or sale of any
gaming devices or any business entity
which is engaged in any other business in
which the Company or any of its
affiliates is engaged. Nothing herein
contained shall be deemed to prohibit you
from investing his funds in securities of
a company if the securities of such
company are listed for trading on a
national stock exchange or traded in the
over-the-counter market and your holdings
therein represent less than five (5)
percent of the total number of shares or
principal amount of other securities of
such company outstanding.
You agrees that you will not, during the
Term hereof or prior to the expiration of
one (1) year following the termination of
the your employment for any reason,
without the written consent of the
Company, directly or indirectly, by
action alone or in concert with others,
induce or influence, or seek to induce or
influence any person who is engaged by
the Company or any of its affiliates as
an employee, agent, independent
contractor or otherwise, to terminate his
employment or engagement, nor shall you,
directly or indirectly, through any other
person, firm or Company, employ or
engage, or solicit for employment or
engagement, or advise or recommend to any
other person or entity that such person
or entity employ or engage or solicit for
employment or engagement, any person or
entity employed or engaged by the
Company.
EXHIBIT A
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ELECTION UNDER SECTION 83(b) OF
THE INTERNAL REVENUE CODE
The undersigned hereby makes an election pursuant to Section 83(b) of
the Internal Revenue Code with respect to the property described below and
supplies the following information in accordance with the regulations
promulgated thereunder:
1. The name, address and social security number of the
undersigned:
Name: ________________________________________________________
Address: _____________________________________________________
______________________________________________________________
Social Security No. __________________________________________
2. Description of property with respect to which the election is
being made:
_____________shares of common stock, par value $.50 per share, WMS
Industries, Inc., a Delaware corporation, (the "Company").
3. The date on which the property was transferred is ____________
__, 2004.
4. The taxable year to which this election relates is calendar
year 2003.
5. Nature of restrictions to which the property is subject:
The shares of stock are subject to the provisions of a Stock Agreement
between the undersigned and the Company. The shares of stock are subject to
forfeiture under the terms of the Agreement.
6. The fair market value of the property at the time of transfer
(determined without regard to any lapse restriction) was $__________ per share,
for a total of $__________.
7. The amount paid by taxpayer for the property was $__________.
8. A copy of this statement has been furnished to the Company.
Dated: _____________, 2003
_________________________
Taxpayer's Signature
_________________________
Taxpayer's Printed Name
PROCEDURES FOR MAKING ELECTION
UNDER INTERNAL REVENUE CODE SECTION 83(b)
The following procedures must be followed with respect to the attached
form for making an election under Internal Revenue Code section 83(b) in order
for the election to be effective:
1. You must file one copy of the completed election form with
the IRS Service Center where you file your federal income tax returns within 30
days after the Grant Date of your Stock.
2. At the same time you file the election form with the IRS,
you must also give a copy of the election form to the Secretary of the Company.
3. YOU MUST FILE ANOTHER COPY OF THE ELECTION FORM WITH YOUR
FEDERAL INCOME TAX RETURN (GENERALLY, FORM 1040) FOR THE TAXABLE YEAR IN WHICH
THE STOCK IS TRANSFERRED TO YOU.