1
Exhibit 10.2
VOTING AGREEMENT
July 8, 2001
International Game Technology
0000 Xxxxxxxxx Xxxxx
Xxxx, Xxxxxx 00000-0000
Re: Agreement of Certain Stockholders Concerning Transfer and Voting
of Shares of Anchor Gaming
I understand that you and Anchor Gaming (the "Company"), of which the
undersigned is the Chief Operating Officer -- Gaming Operations, are prepared to
enter into an agreement for the merger of a wholly-owned subsidiary ("Sub") of
Parent into the Company, but that you have conditioned your willingness to
proceed with such agreement (the "Agreement") upon your receipt from me of
assurances satisfactory to you of my support of and commitment to the Merger. I
am familiar with the Agreement and the terms and conditions of the Merger. Terms
used but not otherwise defined herein shall have the same meanings as are given
them in the Agreement. In order to evidence such commitment and to induce you to
enter into the Agreement, I hereby represent and warrant to you and agree with
you as follows:
1. Voting. I will cause to be voted by proxy all shares of capital stock
of Company owned of record or beneficially owned or held in any capacity by me
or under my control, by proxy or otherwise, in favor of the Merger and other
transactions provided for in or contemplated by the Agreement and against any
inconsistent proposals or transactions. I hereby revoke any other proxy granted
by me and appoint you, during the term of this letter agreement, as proxy for
and on behalf of me to vote (including, without limitation, the taking of action
by written consent) such shares, for me and in my name, place and xxxxx for the
matters and in the manner contemplated by this Section 1.
2. Ownership. As of the date hereof, my only ownership of, or interest
in, equity securities of the Company, including proxies granted to me, consists
solely of the interests described in Schedule 1 attached hereto (collectively,
the "Shares").
3. Restriction on Transfer. I will not sell, transfer, pledge or
otherwise dispose of any of the Shares or any interest therein (including the
granting of a proxy to any person) or agree to sell, transfer, pledge or
otherwise dispose of any of the Shares or any interest therein unless, prior
thereto, any such transferee agrees in writing in a form satisfactory to you to
be bound by the terms hereof.
1
2
4. Share Legend. You shall have received, upon your request and allowing
for adequate time to respond to such request, evidence satisfactory to you that
the following legend has been placed on the certificate for the Shares:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS AND CONDITIONS OF A VOTING AGREEMENT DATED JULY 8, 2001
BETWEEN THE REGISTERED HOLDER HEREOF AND INTERNATIONAL GAME
TECHNOLOGY, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL
OFFICES OF ANCHOR GAMING.
5. Effective Date; Succession; Remedies; Termination. Upon your
acceptance and execution of the Agreement, this letter agreement shall mutually
bind and benefit you and me, any of our heirs, successors and assigns and any of
your successors. You will not assign the benefit of this letter agreement other
than to a wholly owned subsidiary. We agree that in light of the inadequacy of
damages as a remedy, specific performance shall be available to you, in addition
to any other remedies you may have for the violation of this letter agreement.
This letter agreement shall terminate on the earlier of (i) termination of the
Agreement and (ii) consummation of the Merger.
6. Nature of Holdings; Shares.
All references herein to our holdings of the Shares shall be deemed to
include Shares held or controlled by the undersigned, individually, jointly, or
in any other capacity, and shall extend to any securities issued to the
undersigned in respect of the Shares.
/s/ Xxxxxx Xxxxxx
-----------------------------
XXXXXX XXXXXX
-2-
3
SCHEDULE 1
--------------------- -------------------- ------------------ --------------------- ------------------
CLASS NUMBER OF SHARES RECORD OWNER BENEFICIAL OWNER PROXY HOLDER
--------------------- -------------------- ------------------ --------------------- ------------------
Common 35,000 Xxxxxx Xxxxxx Xxxxxx Xxxxxx N/A
--------------------- -------------------- ------------------ --------------------- ------------------
-3-
