0001193125-10-251922 Sample Contracts

FORM OF PHANTOM STOCK AGREEMENT
Phantom Stock Agreement • November 8th, 2010 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Delaware

WMS Industries Inc., a Delaware corporation (the “Company”), hereby grants to «Full_Name» (the “Grantee”, also referred to as “you”) shares of its phantom stock (the “Phantom Stock”), pursuant to the terms of the attached Phantom Stock Agreement and the 2009 Restatement of the WMS Industries Inc. Amended and Restated Incentive Plan (the “Plan”). As used in this Phantom Stock Agreement, your primary employer (“Employer”), the Company, and their respective subsidiaries and affiliates are collectively referred to as the “Employer Group.”

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FORM OF RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 8th, 2010 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Delaware

WMS Industries Inc., a Delaware corporation (the “Company”), hereby grants to «Name» (the “Grantee”, also referred to herein as “you”) shares of its common stock, par value $.50 per share (the “Stock”), pursuant to the terms of this Restricted Stock Agreement and the 2009 Restatement of the WMS Industries Inc. Amended and Restated Incentive Plan (the “Plan”).

FORM OF RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 8th, 2010 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Delaware

WMS Industries Inc., a Delaware corporation (the “Company”), hereby grants to «Full_Name» (the “Grantee”, also referred to herein as “you”) the number of Restricted Stock Units shown above, effective as of the Grant Date pursuant to the terms of this Restricted Stock Unit Agreement and the 2009 Restatement of the WMS Industries Inc. Amended and Restated Incentive Plan (the “Plan”). Each Restricted Stock Unit represents the obligation of the Company to deliver one share of the Company’s common stock, par value $0.50 per share (the “Common Stock”) to you at the time provided in this Restricted Stock Unit Agreement, unless earlier terminated as provided herein.

September 23, 2010
Advisory Agreement • November 8th, 2010 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries

Reference is made to the letter agreement dated May 5, 2008 between you and WMS (the “Advisory Agreement”) pursuant to which you are providing business advisory services to WMS through June 30, 2011. WMS desires to extend the period pursuant to which you will provide such services under the Advisory Agreement, and you have indicated your willingness to do so. Accordingly, you and WMS agree as follows:

FORM OF PERFORMANCE UNIT AGREEMENT
Performance Unit Agreement • November 8th, 2010 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Delaware

WMS Industries Inc., a Delaware corporation (the “Company”), hereby grants to «Full_Name» (the “Grantee”, also referred to as “you”) «performance units» Performance Units pursuant to the terms of this Performance Unit Agreement and the 2009 Restatement of the WMS Industries Inc. Amended and Restated Incentive Plan (the “Plan”).

FORM OF STOCK OPTION AGREEMENT
Stock Option Agreement • November 8th, 2010 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Delaware

I, «First_Name» «Last_Name», SSN «SSN», hereby accept the Options set forth in this Stock Option Agreement, reflecting the grant on «Grant_Date» of «Options» options to purchase the common stock of WMS Industries Inc. at an option price of $«Price» (“Option Agreement”) and agree to comply with the terms and conditions of the Stock Option Agreement and of the Plan referenced in the Stock Option Agreement.

FORM OF DIRECTOR STOCK OPTION AGREEMENT
Director Stock Option Agreement • November 8th, 2010 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Delaware

I, «Full_Name», hereby accept the Options set forth in this Stock Option Agreement, reflecting the grant on «Grant_Date» of «Options» options to purchase the common stock of WMS Industries Inc. at an option price of «Price» (“Option Agreement”) and agree to comply with the terms and conditions of the Stock Option Agreement and of the Plan referenced in the Stock Option Agreement.

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