Form of Performance-based Restricted Unit Agreement

EXHIBIT 10.35


PERFORMANCE-BASED RESTRICTED UNIT AGREEMENT


GRANTEE

NAME

NUMBER OF

UNITS

GRANT

DATE

Full Name Units Grant Date


WMS Industries Inc. (the " Company" ) hereby awards to you the number of Performance-based Restricted Units (the " Units" ) shown above, effective as of the Grant Date. Each 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 Agreement, if the performance criteria set forth herein is met, unless earlier terminated as provided herein. This award is granted to you pursuant to the Company' s Amended and Restated 2005 Incentive Plan (the " Plan" ), and is subject to the terms and conditions in the Plan which terms are incorporated by reference in this Agreement as if fully set forth herein and the terms and conditions set forth below. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in the Plan.


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


WMS Industries Inc.

/s/ Brian R. Gamache

Brian R. Gamache President and Chief Executive Officer


Accepted by Employee:


abFull_Namebb

PLEASE SIGN BOTH COPIES OF THIS AGREEMENT AND

RETURN ONLY ONE (1) ORIGINALLY EXECUTED COPY WITHIN FIFTEEN (15) DAYS 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.

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


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TERMS AND CONDITIONS

1.

Vesting; Transferability Restrictions; Unsecured Obligation .


Your Units will vest as provided below:


(a) Time Based Vesting


Subject to meeting the performance based vesting criteria set forth in 1(b) below, your Units will vest as follows:

Percentage of Units
Vested Date of Vesting


(b) Performance Based Vesting


Your Units will vest on the dates set forth above if the performance criteria set forth on Exhibit A are met, which criteria shall be consistent with one or more of the business criteria identified in Section 7(b) of the Plan.

To the extent that such performance criteria are not satisfied by the end of a given performance period (with the results that no Units have been earned for that particular performance period), then the applicable portion of Units indicated above will be available to be earned in the next performance period, so long as the performance criteria are satisfied prior to the end of the final performance period (the " Final Performance Date" ). To the extent that the performance goals stated above are not satisfied on or before the Final Performance Date, then the Units will be forfeited to the Company, effective as of the date following the Final Performance Date. The Compensation Committee of the Board of Directors has final authority to determine whether performance criteria have been met and whether any Units have vested for a particular performance period.


Your Units are not transferable by you. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors of the Company. As used in this Agreement, your primary employer (" Employer" ), the Company, and their subsidiaries and affiliates are collectively referred to as the " Employer Group."


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2. Delivery of Shares of Common Stock . Promptly after your Units vest, the Company will cause to be issued to you (or your beneficiary(ies) or personal representative, if you are deceased) in book-entry in the records of the Company' s transfer agent, a number of shares of Common Stock equal to the number of vested Units granted herein.


3. Accelerated Vesting .

If any of the following (each a " Section 3 Event" ) occurs prior to the vesting of all Units:

b7

termination of your employment with or service to the Employer Group due to your death or permanent and total disability, or involuntary termination of your employment or service other than by reason of your willful refusal to perform your duties; or

b7

a " Change in Control" as provided for in Section 9 of the Plan; or

b7

the occurrence of an " Accelerated Vesting Event" as ...