ex10-6.htm


    EXHIBIT
10.6

    WMS
GAMING INC.

    800 South
Northpoint Boulevard

    Waukegan,
IL 60085

    


    


    July 1,
2008

    


     

    Mr. Larry
J. Pacey

    c/o WMS
GAMING INC.

    800 South
Northpoint Boulevard

    Waukegan,
IL 60085

    


    


    Dear
Larry:

     

    Reference
is made to the Employment Agreement between you and WMS Gaming Inc., dated
September 7, 2005, as amended (the “Employment Agreement”).  The
Employment Agreement is hereby further amended as follows:

    


    1.           The
last sentence of Paragraph 1 of the Employment Agreement is deleted and replaced
in its entirety with “Employee’s title shall be Executive Vice President, Global
Products & Chief Innovation Officer, reporting to the President, which title
and reporting may change at any time in the sole discretion of
Management.

    


    2.           Section
3 of the Employment Agreement is hereby amended by adding the following sentence
at the end thereof:

    


    “To the
extent that any severance payments required to be made pursuant to the preceding
sentence do not qualify for either the “short-term deferral” exception to
Section 409A set forth in Treasury Regulations Section 1.409A-1(b)(4) or the
involuntary separation pay exception to Section 409A set forth in Treasury
Regulations Section 1.409A-1(b)(9)(iii), then such payments (i) may not be made
before the date that is six months after the date the Executive’s employment is
terminated, and (ii) may not be accelerated except to the extent an acceleration
of payment may be permitted under final regulations issued by the Internal
Revenue Service under Code Section 409A.”

    


    3.           The
first sentence of Paragraph 4.1 of the Employment Agreement is deleted and
replaced in its entirety with “The Corporation shall pay to Executive a base
salary at the rate of $500,000.

    


    4.           Section
4.2 of the Employment Agreement is hereby amended by adding the following
sentence at the end thereof:


     

    “Any
bonus payable under this Section 4.2 shall be paid no later than the 15th day of
the third month following the end of the fiscal year for which the bonus is
payable.”

    


    5.           Section
5 of the Employment Agreement is hereby amended by adding the following sentence
thereto:

    


    “The
amount of expenses eligible for reimbursement in a calendar year shall not
affect the expenses eligible for reimbursement in any other calendar
year.”

    


    6.           Section
12.1 of the Employment Agreement is hereby amended by adding the following
sentence at the end thereof:

    


    “To the
extent that any severance payments required to be made pursuant to the preceding
sentence do not qualify for either the “short-term deferral” exception to
Section 409A set forth in Treasury Regulations Section 1.409A-1(b)(4) or the
involuntary separation pay exception to Section 409A set forth in Treasury
Regulations Section 1.409A-1(b)(9)(iii), then such payments (i) may not be made
before the date that is six months after the date the Executive’s employment is
terminated, and (ii) may not be accelerated except to the extent an acceleration
of payment may be permitted under final regulations issued by the Internal
Revenue Service under Code Section 409A.”

    


    7.           The
amendments set forth in this letter agreement shall be effective as of July 1,
2008, notwithstanding any earlier date of execution of this letter agreement by
the parties.  Except as expressly modified herein, the terms and
conditions of the Employment Agreement shall remain in full force and
effect.

    


    Please
indicate your agreement to the foregoing by signing this letter in the place
provided below.

     

    
      	
               

            	
              Very
      truly yours,

            


    

     

     

    
      	
               
      

            	
              WMS
      INDUSTRIES INC.

            


    

     

     

    
      	
               

            	
              By:  /s/ Brian
      R. Gamache

            


    

    
      	
               
      

            	
              Brian
      R. Gamache

            


    

    
      	
               
      

            	
              Chief
      Executive Officer

            


    

    


    Accepted
and Agreed to:

    


    /s/ Larry J.
Pacey

    Larry J.
Pacey