Exhibit
10.2
WMS
INDUSTRIES INC.
800
South Northpoint Boulevard
Waukegan,
IL 60085
July
1, 2008
Mr.
Brian R. Gamache
c/o
WMS INDUSTRIES INC.
800
South Northpoint Boulevard
Waukegan,
IL 60085
Dear
Brian:
Reference
is made to the Executive Employment Agreement between you and
WMS Industries Inc., dated December 27, 2004 (the
“Employment Agreement”). The Employment
Agreement is hereby amended as follows:
1.
In
connection with management succession planning in which you have
actively participated, effective July 1, 2008 the position of
President of the Corporation will be held by a person other than
you, while you will remain Chief Executive
Officer. Accordingly, Sections 2 and 13.4(ii) of the
Employment Agreement shall be amended by deleting the words
“President and”.
2.
A
new Section 5.5 shall be added to the Employment Agreement to read
as follows:
“5.5
Post-Employment
Health Coverage . Following termination of
employment, Executive, his wife, Tamara, and his son,
Alexander, shall be reimbursed by the Corporation for Covered
Medical Expenses (as defined below) incurred by them during
the periods set forth below, and subject to the limitations
set forth below, (the “Post-Employment Health
Benefits”). “Covered Medical
Expenses” shall mean (i) all medical and dental expenses
incurred by Executive, Tamara or Alexander, to the extent such
expenses are not otherwise reimbursed or covered by insurance
or Medicare, and (ii) premiums for medical and dental
insurance paid by Executive, Tamara or Alexander; provided
that Tamara’s expenses shall be covered during the
lifetime of Executive only if she is Executive’s wife at
the time such expense is incurred, and after Executive’s
death, only if she is Executive’s wife on the date of
his death. Post-Employment Health Benefits shall be
provided to Executive and Tamara, (i) for five years after
termination if Executive’s employment with the
Corporation terminates on or before June 30, 2012, other than
termination by the Corporation without cause as defined in
Section 13.3 hereof, by Executive for good reason as defined
in Section 13.4 hereof or by death or permanent disability, or
(ii) for the lifetime of Executive and Tamara if
Executive’s employment with the Corporation terminates
after June 30, 2012, or if it terminates earlier due to
termination by the Corporation without cause, termination by
Executive for good reason or by death or permanent disability.
If clause (i) of such previous sentence is applicable,
Post-Employment Health Benefits shall be provided to Alexander
for the shorter
of (X) the applicable period set forth in clause (i) of the
previous sentence and (Y) until he reaches the age of 18, or
while he remains a full-time student after the age of 18 but
in no event past the age of 23 (the “Child Age-Coverage
Limit”); and if clause (ii) of such previous sentence is
applicable, Post-Employment Health Benefits for Alexander
shall continue until the Child Age-Coverage
Limit. Executive shall cooperate, and cause Tamara
and Alexander to cooperate, with the Corporation by submitting
to such physical exams and completing such insurance
application forms and other documents, by enrolling in
Medicare and other available insurance programs, and by
submitting appropriate claims for payment or reimbursement
thereunder, all as the Corporation shall request from time to
time. If Executive is employed by another entity
after termination of employment by the Corporation, he will,
to the extent requested by the Corporation, participate in
such health insurance plans as are available through such
other entity. Executive will pay all taxes required
to be paid by him, Tamara or Alexander, by reason of the
payment by the Corporation of Post-Employment Health Benefits,
and Executive agrees that the Corporation may withhold amounts
to pay withholding taxes to the extent required by applicable
law, rule or regulation.”
3.
Section
6 of the Employment Agreement shall be amended by adding the
following sentence as the second sentence of such
section:
“The
amount of expenses eligible for reimbursement in a calendar
year shall not affect the expenses eligible for reimbursement
in any other calendar year.”
4.
Section
9.1 of the Employment Agreement shall be amended so that the phrase
“two years” as it appears in Section 9.1 shall be
changed to “four years”.
5.
Sub-parag
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