WMS INDUSTRIES INC. NONQUALIFIED DEFERRED COMPENSATION PLAN

EXHIBIT 10.1

WMS INDUSTRIES INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective January 1, 2009)

TABLE OF CONTENTS

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ARTICLE I

INTRODUCTION

1.1. Name and Purpose . WMS Industries Inc. (the “Company”) established the WMS Industries Inc. Nonqualified Deferred Compensation Plan (the “Plan”), effective December 1, 2003, for the benefit of Eligible Employees. The Plan was amended and restated in its entirety effective as of December 9, 2004, to incorporate applicable provisions of the American Jobs Creation Act of 2004 and to clarify other administrative provisions. The Plan was further amended and restated effective March 1, 2007. The Plan is hereby further amended and restated effective January 1, 2009, as set forth herein, to reflect the requirements of Code Section 409A and the final regulations issued thereunder, and to make certain changes in the design of the Plan.

The purpose of the Plan is to provide Eligible Employees with the opportunity to defer compensation on a pre-tax basis and to receive Company Matching Credits. The Plan is intended to be a deferred compensation plan for a select group of management and highly compensated employees, as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Company intends that the Plan (and any grantor trust described in Article VI) shall be treated as unfunded for tax purposes and for purposes of Title I of ERISA. An Employer’s obligations hereunder, if any, to a Participant (or to a Participant’s Beneficiary) shall be unsecured and shall be a mere promise by the Company to make payments hereunder in the future. A Participant (or the Participant’s Beneficiary) shall be treated as a general, unsecured creditor of the Company. The Plan is not intended to be qualified under Section 401(a) of the Code.

1.2. Effective Date and Plan Year . The Effective Date of the amended and restated Plan is January 1, 2009. The Plan will be administered on the basis of a Plan Year, which is the calendar year.

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ARTICLE II

DEFINITIONS

2.1. “ Account ” means the recordkeeping account maintained by the Committee to record a Participant’s accrued benefit under the Plan.

2.2. “ Accounting Date ” means each date that the New York Stock Exchange is open for business.

2.3. “ Base Salary ” means the base salary payable to a Participant during a calendar year.

2.4. “ Beneficiary ” means any person or entity, or any combination thereof, who is named by the Participant in a Participation Agreement as his or her beneficiary to receive benefits under this Plan in the event of the Participant’s death, or in the absence of any such designation, the Participant’s estate. A Participant may amend his or her Participation Agreement to name a new Beneficiary at any time.

2.5. “ Board ” means the Board of Directors of the Company.

2.6. “ Bonus ” means any cash compensation, other than Base Salary, relating to services performed in a calendar year, whether or not paid in such calendar year or included in the Participant’s Federal Income Tax Form W-2 for such calendar year, payable to a Participant under any Employer’s bonus or cash incentive plan.

2.7. “ Cause ” means (i) conviction of the Participant (pursuant to a final or non-appealable judgment) of a felony or any other crime involving fraud, larceny or dishonesty; (ii) failure or refusal to follow a reasonably direction of the Board of Directors or other individuals to whom the Participant reports after notice in writing of such failure to refusal and a cure period of ten days thereafter; (iii) commission of any dishonest, willful or grossly negligent act which has or is reasonably likely to have a material adverse effect on the Employer or its customers or trade relationships; (iv) failure or refusal to comply with the Employer’s Code of Conduct or other policies of the Employer; or (v) failure or refusal to provide accurate and reasonably complete information with respect to participant’s personal history to the Employer or to governmental agencies regulating the business of the Participant, failure or refusal to reasonably cooperate with such regulators or failure to obtain necessary regulatory licensing approvals or clearances because of intentionally inaccurate, intentionally incomplete or falsified information provided by Participant.

2.8. “ Change in Control ” means that any of the following have occurred:

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Notwithstanding the foregoing definition of “Change in Control,” a Change in Control shall be deemed to have occurred only if the event giving rise to the Change in Control constitutes a “Change in Control Event” within the meaning of final regulations issued by the Department of the Treasury under Code Section 409A.

2.9. “ Code ” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

2.10. “ Committee ” means the Plan Administration Committee.

2.11. “ Company ” means WMS Industries Inc., a Delaware corporation, and its successors.

2.12. “ Company Matching Credits ” means the matching credits credited to a Participant’s Account pursuant to Section 5.1.

2.13. “ Company Supplemental Credits ” means the amounts credited to a Participant’s Account pursuant to Section 5.2.

2.14. “ Compensation ” shall mean a Participant’s Base Salary and Bonus.

2.15. “ Deferral Credits ” means the portion of an Eligible Employee’s Base Salary and/or Bonus, if any, that he or she elects to defer under Article IV.

2.16. “ Deferral Election ” means an election by an Eligible Employee to defer Bonus Salary and/or Bonus in accordance with the provisions of Article IV.

2.17. “ Distribution Date ” means the date elected by a Participant for distribution of his or her Account (other than the portion attributable to Company Supplemental Credits) pursuant to Section 4.1.

2.18. “ Earnings ” means the amount of earnings or losses credited or debited to each Participant’s Account pursuant to Section 6.2 of the Plan.

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2.19. “ Effective Date ” means January 1, 2009.

2.20. “ Eligible Employee ” means an Employee who has been selected to participate in the Plan in accordance with Section 3.1.

2.21. “ Employee ” means a management or highly compensated employee of an Employer who is scheduled to receive Compensation of at least $200,000 during a Plan Year (assuming targeted bonuses are earned).

2.22. “ Employer ” means the Company and any subsidiary or affiliate of the Company that, with the consent of the Company, adopts the Plan for the benefit of its Eligible Employees.

2.23. “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations issued thereunder.

2.24. “ Participant ” means an Eligible Employee who has executed a Participation Agreement.

2.25. “ Participation Agreement ” means the agreement executed by an Eligible Employee that includes provisions for the Eligible Employee’s Deferral Election, the Eligible Employee’s Beneficiary designation, and the Eligible Employee’s investment designation.

2.26. “ Plan Year ” means the calendar year.

2.27. “ Qualified Plan ” means the WMS Industries Inc. 401(k) Retirement Savings Plan for Non-Union Employees, or its successor.

2.28. “ Related Employer ” means any employer other than the Employer named in Section 102(a), if the Employer and such other employer are members of a controlled group of corporations (as defined in Section 414(b) of the Code) or an affiliated service group (as defined in Section 414(m)), or are trades or businesses (whether or not incorporated which are under common control (as defined in Section 414(c)), or such other employer is required to be aggregated with the Employer pursuant to regulations issued under Section 414(o).

2.29. “ Service Agreement ” means the agreement between the Employer and Trustee regarding the arrangement between the parties for recordkeeping services with respect to the Plan.

2.30. “ Trust ” means the trust created by the Company.

2.31. “ Trust Agreement ” means the agreement between the Company and the Trustee, as set forth in a separate agreement, under which assets are held, administered, and managed subject to the claims of the Company’s general creditors in the event of the Company’s insolvency, until paid to Plan Participants and their Beneficiaries as specified in the Plan.

2.32. “ Trust Fund ” means the property held in the Trust by the Trustee.

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2.33. “ Trustee ” means the corporation or individual(s) appointed by the Company to administer the Trust in accordance with the Trust Agreement.

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ARTICLE III

ELIGIBILITY AND PARTICIPATION

3.1. Eligibility . Members of the Company’s Executive Committee are automatically eligible to participate in the Plan. In addition, before the beginning of each Plan Year, the Committee may designate other Employees as eligible to participate in the Plan during such Plan Year. An Eligible Employee’s eligibility to make a Deferral Election in any given Plan Year does not guarantee that individual the right to make a Deferral Election in any subsequent Plan Year. Notwithstanding the foregoing, only Employees who are specifically designated by the Committee as eligible to receive Company Supplemental Credits shall be entitled to have such Company Supplemental Credits allocated to their Accounts.

3.2. Participation and Cessation of Participation . An Eligible Employee for any Plan Year may make a Deferral Election on a timely basis as described in Section 4.1, and if the Eligible Employee makes such a Deferral Election, he or she shall become a Participant and shall remain a Participant until he or she has received a distribution of his or her entire Account. A Participant in the Plan who separates from service with the Company and all of its subsidiaries and affiliates for any reason will cease to be eligible to make Deferral Credits under this Plan and will become entitled to distributions in accordance with Article VII.

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ARTICLE IV

DEFERRAL OF COMPENSATION

4.1. Deferral of Compensation . An Eligible Employee may elect to defer not less than 2% and not more than 50% of his or her Base Salary for a Plan Year, and not less than 2% and not more than 100% of his or her Bonus, by filing a Deferral Election in accordance with Section 4.2. Deductions will be made pursuant to such Deferral Election during any Plan Year following the first to occur of the following events: (1) such Eligible Employee’s annual additions (as defined in Code Section 415) under the Qualified Plan reaching the Code Section 415 contribution limit, or (2) such Eligible Employee’s Compensation exceeding $245,000 (or such other limit as may be in effect for such Plan Year under Code Section 401(a)(17)).

Each Deferral Election made by an Eligible Employee shall include an election of the date on which the amount of such deferral (together with Earnings thereon) will be distributed. Such date shall be no earlier than January 15 of the third Plan Year following the Plan Year to which the election to defer relates.

4.2. Deferral Elections . A Participant’s Deferral Election shall be in writing or electronic, and shall be filed with the Committee at such time and in such manner as the Committee shall provide, subject to the following: