RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.32

RESTRICTED STOCK UNIT AGREEMENT

WMS Industries Inc. (the “Company”) hereby awards to you the number of Restricted Stock Units shown above, effective as of the Grant Date. 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 Agreement, 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.

PLEASE SIGN BOTH COPIES OF THIS AGREEMENT AND

RETURN (1) ORIGINALLY EXECUTED COPY WITHIN 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.

1

TERMS AND CONDITIONS

1. Vesting; Transferability Restriction ; Unsecured Obligation. Your Restricted Stock Units will vest as follows:

Your Restricted Stock 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 Restricted Stock Units represent an unsecured promise by the Company to issue shares of Common Stock to you in the future. Your rights to your Restricted Stock 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.”

2. Delivery of Shares of Common Stock . Promptly after your Restricted Stock 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, shares of Common Stock equal to the number of vested Restricted Stock Units granted herein.

3. Termination . Your Restricted Stock Units will terminate immediately if you cease your service or employment with the Employer Group for any reason, including but not limited to voluntary termination by you or termination by the Employer Group with or without cause. Should you die during your service or employment with the Employer Group, your Restricted Stock Units shall immediately terminate.

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

5. Restrictive Covenants . As a condition of and consideration for your receipt of these Restricted Stock Units and in consideration for «Grant_Reason», you agree with the Company as follows:

(a) Acknowledgments . You acknowledge that:

(i) The Employer Group is engaged in the business of designing, developing, manufacturing, selling, leasing and distributing gaming devices (e.g., without limitation, video and reel spinning slot machines, video poker games, video lottery terminals, local progressives and wide-area progressive systems), related hardware and software, as well as ancillary products associated with such gaming devices, including without limitation marketing materials, chairs, and signage (“Business”).

(ii