EXHIBIT 4.5
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 Chairman
of the Executive Committee of the Board of Directors, Xxxxx X. Xxxxxxxx, should
be compensated to recognize his efforts in overseeing the formation and
execution of the Company's technology strategies.
The Company hereby grants to Xxxxx X. Xxxxxxxx (the "Grantee", also
referred to herein as "you") shares of its common stock, $.50 par value, (the
"Stock") subject to the vesting conditions set forth in the attachment.
Grant Date: March 1, 2002
Grantee's Social Security Number: XXX-XX-XXXX
Number of Shares of Stock Covered by Grant: 250,000
BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED IN THE ATTACHED AGREEMENT.
Grantee: /s/ Xxxxx X. Xxxxxxxx
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(Signature)
Company: /s/ Xxxxx X. Xxxxxx
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(Signature)
Title: Xxxxx X. Xxxxxx Executive Vice President, General
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Counsel and Chief Operating Officer
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Attachment
This is not a stock certificate or a negotiable instrument.
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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 Xxxxx 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 30, 2003; provided, that, (a)
during the period commencing on the
Grant Date and ending on June 30, 2003
you have performed your duties as set
forth in the attached copy of the
resolutions of the Executive Committee
dated February 1, 2002; and (b)
revisions to the Company's current
legacy operating system, through the
implementation of system upgrades or
otherwise, shall have been approved by
gaming regulators in major jurisdictions
and reached an acceptable level of field
performance to the reasonable
satisfaction of the Company's Board of
Directors or Executive Committee.
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 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
35% of the outstanding shares of the
Company's voting securities.
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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.
For purposes of this Agreement "Service"
means service with the Company as
chairman of the Executive Committee of
the Company's Board of Directors
overseeing the formation and execution
of the Company's technology strategies.
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
Restricted 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 Restricted Stock and
subject to the same conditions and
restrictions applicable thereto. The
Company may in its sole discretion
require any dividends paid on the
Restricted 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 Restricted Stock and
subject to the same conditions and
restrictions applicable thereto.
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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 Restricted Stock
shall be subject to compliance with the
rules and policies of the New York Stock
Exchange. The shares of Restricted 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."
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NON-RAIDING AND NON-COMPETE You agree that prior to June 30, 2010
you will not, directly or indirectly,
without the prior written consent of the
Company, induce or influence, or seek to
induce or influence, any person who is
engaged by the Company or any affiliate
of the Company 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
corporation, 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 or any affiliate of the Company.
In addition, you agree that the
non-compete provisions of paragraph 8(a)
of the employment agreement dated
September 2, 1999 between you and the
Company will continue in effect during
your lifetime.
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EXHIBIT A
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:
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Address:
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Social Security No.
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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 ____________ __,
2002.
4. The taxable year to which this election relates is calendar year 2002.
5. Nature of restrictions to which the property is subject:
The shares of stock are subject to the provisions of a Restricted 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: _____________, 2002
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Taxpayer's Signature
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Taxpayer's Printed Name
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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 Restricted 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.
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