Form of Restricted Stock Agreement

Exhibit 10.7

Restricted Stock Agreement

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 attached Restricted Stock Agreement and the 2005 Incentive Plan (the “Plan”).

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and the Plan referenced therein.

PLEASE SIGN BOTH COPIES OF THIS AGREEMENT AND
RETURN (1) ORIGINALLY EXECUTED COPY TO:
WMS – Legal Department
Waukegan Office

PLEASE RETAIN THE OTHER ORIGINALLY EXECUTED COPY FOR YOUR RECORDS.

This is not a stock certificate or a negotiable instrument.
UPON RECEIPT OF YOUR SIGNED AGREEMENT,
A STOCK CERTIFICATE EVIDENCING THE SHARES GRANTED
WILL BE SENT TO YOU.

This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.

WMS INDUSTRIES, INC.
RESTRICTED STOCK AGREEMENT

1. 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 and the Plan (“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.

2. Subject to the Plan. This grant is awarded in accordance with, and is subject to and conditional upon all of the terms and conditions of the Plan which are incorporated by reference in this Restricted Stock Agreement as if fully set forth herein.

3. Issuance and Vesting. The Company will issue your Restricted Stock in your name as of the Grant Date. Your right to the Restricted Stock under this Restricted Stock Agreement vests as follows: ___of the total number of shares covered by this Agreement on each of the ___anniversaries of the Grant Date.

4. Accelerated Vesting. Notwithstanding Paragraph 3, your right to the Restricted Stock under this Restricted Stock Agreement shall immediately vest as to 100% of the total number of shares covered by this grant upon the occurrence of either:

5. Termination. Your right to the Restricted Stock under this Restricted Stock Agreement to the extent the restrictions have not lapsed shall terminate immediately if you cease your service or employment with the Company by voluntarily terminating your service or employment or if the Company terminates your service or employment by reason of your willful refusal to perform your duties.

6. Additional Forfeiture. The Committee may cancel, suspend, withhold or otherwise limit or restrict your right to the Restricted Stock under this Restricted Stock Agreement at any time if you (i) are not in compliance with all applicable provisions of this Restricted Stock Agreement or the Plan or (ii) engage in any activity inimical, contrary or harmful to the interests of the Company, including, but not limited to: (A) conduct related to the your service or employment for which either criminal or civil penalties against you may be sought, (B) violation of any policies of the Company, including, without limitation, the Company’s insider trading policy or anti-harassment policies or (C) participating in a hostile takeover attempt against the Company.

7. Return of Shares. If the Restricted Stock does not become vested in accordance with the foregoing provisions or as otherwise provided for in the Plan, you will return the certificate representing the Restricted Stock and the Restricted Stock shall be deemed no longer

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outstanding.

8. Income Taxes; 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 Restricted 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.

9. 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.

10. 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).

11. 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.

12. Legends. All certificates representing the Restricted 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

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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.”

13. Severability. Should a court of competent jurisdiction deem any of the provisions in this Restricted Stock Agreement to be unenforceable in any respect, it is the intention of the parties to this Restricted Stock Agreement that this Restricted Stock Agreement be enforced to the greatest extent deemed to be enforceable.

14. Choice of Law. This Restricted Stock Agreement shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Delaware, without giving effect to any conflicts of law rule or principle that might require the application of the laws of another jurisdiction.

15. Securities Laws. The Company shall not be obligated to issue any shares pursuant to this Restricted Stock Agreement if, in the opinion of counsel to the Company, the shares to be so issued are required to be registered or otherwise qualified under the Securities Act of 1933, as amended, or under any other applicable statute, regulation or ordinance affecting the sale of securities, unless and until such shares have been so registered or otherwise qualified.

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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:                                                                                 

     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                     ,    .

     4. The taxable year to which this election relates is calendar year                     .

     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:                     ,                     

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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 thirty (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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