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)...WMS Industries Inc /De/ • September 24th, 2003 • Miscellaneous manufacturing industries
Exhibit 4.6(b) OPTION AGREEMENTOption Agreement • June 24th, 1998 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
This letter will evidence the grant to you on __________________, ("Grant Date") by the Stock Option Committee of the Board of Directors of WMS Industries Inc. (the "Company") of an option pursuant to the Company's 1998 Non-Qualified Stock Option Plan (the "Plan") to purchase __________________ (__________________) shares of the Common Stock, par value $.50 per share ("Common Stock"), of the Company at a price of __________ ($__________ ) per share (the "Option"). Under applicable provisions of the Internal Revenue Code of 1986, as amended, the Option is treated as a non-qualified stock option.
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT made as of the 27th day of December 2004, by and between WMS INDUSTRIES INC., a Delaware corporation (the "Corporation"), and BRIAN R. GAMACHE ("Executive"). W I T N E S S E T H: WHEREAS, the...Executive Employment Agreement • December 30th, 2004 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
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)...WMS Industries Inc /De/ • September 24th, 2003 • Miscellaneous manufacturing industries
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)...WMS Industries Inc /De/ • September 24th, 2003 • Miscellaneous manufacturing industries
UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 1999 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • New York
CREDIT AGREEMENT dated as of May 1, 2006 among WMS INDUSTRIES INC., as Borrower, The other Loan Parties, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Sole Lead...Credit Agreement • May 5th, 2006 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • New York
CREDIT AGREEMENT dated as of May 1, 2006 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among WMS INDUSTRIES INC., a Delaware corporation, the other Loan Parties, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • July 16th, 1999 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
EXHIBIT 10.1 TAX SHARING AGREEMENT THIS AGREEMENT is entered into as of the 20th day of March, 1997, by and among WMS Industries Inc., a Delaware corporation ("WMS"), Williams Hotel Corporation, a Delaware corporation ("Williams"), WHG Resorts &...Tax Sharing Agreement • May 5th, 1997 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2001 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
Exhibit 10.1 REVOLVING NOTE $50,000,000.00 Date: as of September 21, 2004 Chicago, Illinois Due Date: May 21, 2005 1. Agreement to Pay. On or before May 21, 2005 (the "Maturity Date"), WMS INDUSTRIES INC., a Delaware corporation ("Borrower"), for...WMS Industries Inc /De/ • September 24th, 2004 • Miscellaneous manufacturing industries • Illinois
AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 25, 2009 among WMS INDUSTRIES INC., as Borrower, The other Loan Parties, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES INC., as Joint...Credit Agreement • October 1st, 2009 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 25, 2009 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among WMS INDUSTRIES INC., a Delaware corporation, the other Loan Parties, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
1 Exhibit 10(gg) AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement ("Agreement") is made as of the 1st day of February 2001, by and between WMS GAMING INC., a Delaware corporation, with offices at 800 South...Employment Agreement • September 26th, 2001 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
WITNESSETH:Employment Agreement • September 26th, 2001 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
FORM OF WMS INDUSTRIES INC. RESTRICTED STOCK AGREEMENTWMS Industries Inc /De/ • September 3rd, 2004 • Miscellaneous manufacturing industries
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 18, 2011 among WMS INDUSTRIES INC., as Borrower, The other Loan Parties, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, as...Credit Agreement • February 9th, 2012 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 18, 2011 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among WMS INDUSTRIES INC., a Delaware corporation, the other Loan Parties, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT executed as of the 14th day of February, 2005 and effective as of January 1, 2005 (the "Effective Date"), by and between WMS INDUSTRIES INC., a Delaware corporation (the "Corporation"), and ORRIN...Employment Agreement • February 24th, 2005 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
EXHIBIT 1 EMPLOYMENT AGREEMENT AGREEMENT dated as of April 6, 1998, by and between WMS INDUSTRIES INC. ("WMS"), a Delaware corporation with offices at 3401 North California Avenue, Chicago, IL 60618 and LOUIS J. NICASTRO ("Nicastro"), residing at 340...Employment Agreement • April 17th, 1998 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
AGREEMENT AND PLAN OF MERGER By and Among SCIENTIFIC GAMES CORPORATION, SG CALIFORNIA MERGER SUB, INC., SCIENTIFIC GAMES INTERNATIONAL, INC., and WMS INDUSTRIES INC. Dated as of January 30, 2013Agreement and Plan of Merger • February 4th, 2013 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 30, 2013 (this “Agreement”), is made by and among Scientific Games Corporation, a Delaware corporation (“Parent”), SG California Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Scientific Games International, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Financing Sub”), and WMS Industries Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
NET LEASENet Lease • September 26th, 2001 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
RECITALSPurchase and Settlement Agreement • May 14th, 2003 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
1 Exhibit 99.4 EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT made as of the 1st day of June, 1999, by and between WMS INDUSTRIES INC., a Delaware corporation (the "Corporation"), and KEVIN L. VERNER ("Executive"). W I T N E S S E T H: WHEREAS, Executive...Executive Employment Agreement • July 16th, 1999 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
THIRD AMENDMENT TO VOTING PROXY AGREEMENT This AMENDMENT TO VOTING PROXY AGREEMENT (this "Amendment") is entered into as of this 27th day of July, 2006 ("Effective Date") and amends the Voting Proxy Agreement executed on August 25, 1995 by and between...Voting Proxy Agreement • November 22nd, 2006 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
FORM OF RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of March 5, 1998 (the "Agreement"), between WMS Industries Inc., a Delaware corporation (the "Company"), and The Bank of New York, a New York banking corporation (the "Rights Agent"). W I T N E S S E...Form of Rights Agreement • March 25th, 1998 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • New York
PLAN OF REORGANIZATION AND DISTRIBUTION AGREEMENTPlan of Reorganization and Distribution Agreement • May 5th, 1997 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Delaware
REVOLVING NOTERevolving Note • October 5th, 2005 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois
WMS INDUSTRIES INC. Registration Rights AgreementRegistration Rights Agreement • June 25th, 2003 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • New York
WMS Industries Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 2.75% Convertible Subordinated Notes due 2010 (the “Securities”). As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Company agrees with the Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
EXHIBIT 10.2 FORM OF INDEMNITY AGREEMENTIndemnity Agreement • December 15th, 2004 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Delaware
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)...WMS Industries Inc /De/ • September 24th, 2003 • Miscellaneous manufacturing industries
WMS INDUSTRIES INC. LETTERHEAD]Employment Agreement • August 15th, 2005 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • July 3rd, 2007 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Delaware
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of June 29, 2007 is by and among WMS INDUSTRIES INC., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined in the Credit Agreement referred to below) set forth on the signature page hereto, the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as agent for the Lenders (in such capacity, “Agent”).
WMS INDUSTRIES INC. COMMON STOCK PURCHASE WARRANTWMS Industries Inc /De/ • June 17th, 2009 • Miscellaneous manufacturing industries • Delaware
This certifies that, for good and valuable consideration, WMS Industries Inc., a Delaware corporation (the “Company”), grants to HASBRO, INC. (“Hasbro” or the “Warrantholder”), the right to subscribe for and purchase from the Company the number of validly issued, fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s Common Stock, par value $0.50 per share (the “Common Stock”) determined pursuant to the schedule set forth in Section 1 below, at the purchase price per share of $30.03 (the “Exercise Price”), from time to time after vesting of the Warrant pursuant to Section 1 below and before 5:00 PM Eastern Standard Time on the Expiration Date (as defined below), all subject to the terms, conditions and adjustments herein set forth. “Expiration Date” means December 31, 2018 or, solely in the event that the term of that certain Gaming Device License Agreement dated as of April 1, 2009 between Hasbro and WMS Gaming Inc. (the “License Agreement”) is extended for the Ex
AMENDMENT TO VOTING PROXY AGREEMENTVoting Proxy Agreement • July 29th, 2005 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries
This AMENDMENT TO VOTING PROXY AGREEMENT (this “Amendment”) is entered into as of this 20th day of July, 2005 (“Effective Date”) and amends the Voting Proxy Agreement executed on August 25, 1995 by and between Sumner M. Redstone, an individual (“Redstone”), National Amusements, Inc., a Maryland corporation (“NAI” and collectively with Redstone, the “ Shareholders”), WMS Industries Inc., a Delaware corporation (the “Company”), and Louis J. Nicastro and Neil D. Nicastro, individuals, as amended by that certain First Amendment to Voting Proxy Agreement dated as of October 23, 2002 by and among the Company, the Shareholders, Louis J. Nicastro and Neil D. Nicastro (the “Agreement”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • June 17th, 2009 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Delaware
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) dated as of June 11, 2009 is by and among WMS INDUSTRIES INC., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined in the Credit Agreement referred to below) set forth on the signature page hereto, the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as agent for the Lenders (in such capacity, the “Agent”).
FORM OF PHANTOM STOCK AGREEMENTWMS Industries Inc /De/ • November 8th, 2010 • Miscellaneous manufacturing industries • Delaware
WMS Industries Inc., a Delaware corporation (the “Company”), hereby grants to «Full_Name» (the “Grantee”, also referred to as “you”) shares of its phantom stock (the “Phantom Stock”), pursuant to the terms of the attached Phantom Stock Agreement and the 2009 Restatement of the WMS Industries Inc. Amended and Restated Incentive Plan (the “Plan”). As used in this Phantom Stock Agreement, your primary employer (“Employer”), the Company, and their respective subsidiaries and affiliates are collectively referred to as the “Employer Group.”
