Exhibit 10.1


Amended and Restated
Voting Rights Agreement


 


This
AGREEMENT, amended and restated as of the 16th day of April, 2003,
by and among John R. Blouin (“Blouin”), Wells-Gardner Electronics Corporation,
an Illinois corporation (the “Company”), James Industries, Inc., an Illinois
corporation (“JI”), and James J. Roberts, Jr. individually and as trustee of
the James J. Roberts, Trust, UTA Dated 01-23-91 and the James J. Roberts,
Trust, UTA Dated 12-14-94 (collectively “Roberts”) (each of Blouin, JI and
Roberts, a “Shareholder”);


 


WHEREAS,
Roberts and Blouin own beneficially all of the outstanding Capital Stock of JI
and Roberts owns beneficially 672,698 of the issued and outstanding Common
Shares of the Company (which Common Shares, together with any Common Shares of
the Company hereafter acquired by Roberts or JI are hereinafter referred to as
“Roberts’ Common Shares”);


 


WHEREAS, all
of such Roberts’ Common Shares are pledged to various pledgees as collateral
for loans;


 


WHEREAS, the
Company and the Shareholders have heretofore entered into, and continue to be
parties to, that certain Sales Representative Agreement, dated December 9,
1998, as amended from time to time (the “Representative Agreement”);


 


WHEREAS, the
Company and the Shareholders have heretofore entered into that certain Voting
Rights Agreement dated August 30, 1999; and


 


WHEREAS, the
Company and the Shareholders deem it to be in their mutual best interest and in
the best interests of all of the Company’s shareholders that the certain Voting
Rights Agreement dated August 30, 1999 be amended and restated in its entirety
as set forth herein.


 


NOW,
THEREFORE, in consideration of the premises, mutual covenants and agreements
contained herein, the parties, intending to be legally bound, hereby amend and
restate that certain Voting Rights Agreement dated August 30, 1999 in its
entirety and hereby agree as follows:


 


1. Voting
For Directors.


(a)Until
Termination of the Representative Agreement (as hereinafter defined) the
Shareholders shall vote (and, if applicable, shall direct all pledgees to vote)
their Common Shares of the Company at every election of directors of the
Company, for the election of such slate of nominees as the nominating committee
of the Board of Directors (or if there is no nominating committee, then such
other committee, or the Board of Directors, as the case may be, performing such
function) shall designate.  Until
Termination of the Representative Agreement neither Roberts nor Blouin shall be
a nominee, stand for election or serve as a member of the Board of Directors.


 


(b)The
obligations of the parties under this paragraph 1 shall terminate with respect
to any Common Shares of the Company which they transfer in a bona fide sale or
exchange for value.


 

















 


(c)The
obligations of each of the parties under this Agreement shall also be binding
upon any of their transferees, except as otherwise provided herein.


 


2. Death.  Within ninety (90) days after the death of
each Shareholder, the executor or administrator of any Shareholder’s estate and
the successor trustee of any party shall notify the Company of the provisions
of his will and the provisions of a trust, if any, governing the distribution
of that Shareholder’s Common Shares. 
Such executor or administrator and successor trustee and all
beneficiaries and heirs, devises and legatees of such party, shall be bound by
the provisions of paragraph 1 hereof.


 


3. Additional
Definition.  “Termination
of the Representative Agreement” shall be deemed to occur if such agreement
terminates under paragraph 14 thereof, except that in the event of a
termination of the Representative Agreement by the Company under paragraph
14(c) thereof, for purposes of this Agreement, Termination shall be deemed to
occur at the end of any additional period for which the Representative
Agreement had then been automatically renewed under paragraph 14(a) thereof.


 


4. Endorsement
on Stock Certificates. 
All certificates representing Common Shares shall be endorsed as
follows:


 


“The voting of
the shares represented hereby are subject to restrictions and agreements
contained in an agreement dated as of August 30, 1999 by and among
Wells-Gardner Electronics Corporation and certain of its shareholders, a copy
of which is on file with the Secretary of Wells-Gardner Electronics
Corporation.”


 


5. Termination
and Amendment.  Anything
to the contrary notwithstanding, this Agreement shall terminate and have no
further effect on the earlier of (a) any act or event which provides for
termination elsewhere in this Agreement or (b) the Termination of the
Representative Agreement.  In addition,
this Agreement shall terminate as to any Shareholder if such Shareholder or the
executor or administrator of the estate of a deceased Shareholder sells for
cash consideration all of the Common Shares owned by such Shareholder to an
entity or a person that is not an affiliate or member of the immediate family
of such Shareholder.  For purposes
hereof “affiliate” shall mean any person or entity that directly controls or is
controlled by or is under common control with any Shareholder and “immediate
family” shall mean a spouse, child, parent, sibling, lined descendent or
ancestor and includes any entity controlled by any of the foregoing.  This Agreement may be altered, amended or
terminated (except as otherwise provided herein) at any time only pursuant to
an agreement in writing, executed by or on behalf of the Company, JI and such
of the other parties hereto (or their successors).


 


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6. Entire Agreement.  This
Agreement constitutes the entire agreement and final understanding of the
parties with respect to the subject matter hereof and supersedes and terminates
any and all prior voting agreements, prior and/or contemporaneous
communications and/or agreements between the parties, whether written or
verbal, express or implied, direct or indirect, relating in any way to the
subject matter hereof including, but not limited to the Voting Agreement dated
April 26, 1994, the Voting Rights Agreement dated February 29, 1996, Voting
Rights Agreement dated December 9, 1998 and the Voting Rights Agreement dated
August 30, 1999.


 


7. Notices.  All notices, offers and acceptances
hereunder shall be in writing and shall be deemed to be communicated (except as
otherwise provided herein) when delivered in person or deposited in the U.S.
mail, postage prepaid, by registered mail, addressed to the party concerned at
the address appearing on the Company’s records or at such other or additional
place as such party may designate by notice given in accordance with the
provisions hereof to the other parties.


 


8. Benefit.  This Agreement shall be binding as
provided herein upon the parties, their heirs, devisees, legatees,
beneficiaries, legal representatives, successors and assigns.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.


 


	
  WELLS-GARDNER

  	
  JAMES
  INDUSTRIES, INC.

  
	
  ELECTRONICS
  CORPORATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ ANTHONY SPIER

  	
   

  	
  By:

  	
   /s/ JAMES J ROBERTS JR.

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ JAMES J
  ROBERTS JR.

  	
   

  
	
   

  	
  JAMES J.
  ROBERTS, JR.

  
	
   

  	
   

  
	
   

  	
  /s/ JAMES J
  ROBERTS JR.

  	
   

  
	
   

  	
  JAMES J.
  ROBERTS, JR., AS TRUSTEE

  OF THE JAMES J. ROBERTS TRUST

  UTA DATED 01-23-91

  
	
   

  	
   

  
	
   

  	
  /s/ JAMES J
  ROBERTS JR.

  	
   

  
	
   

  	
  JAMES J.
  ROBERTS, JR., AS TRUSTEE

  OF THE JAMES J. ROBERTS TRUST

  UTA DATED 12-14-94

  
	
   

  	
   

  
	
   

  	
  /s/ JOHN R.
  BLOUIN

  	
   

  
	
   

  	
  JOHN R.
  BLOUIN

  
							



 


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