exv10w6



 






Exhibit 10.6









Stock Option Agreement




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	NUMBER OF	 	 	 	 	 	 	 	 	 	 
	 	OPTIONEE	 	 	OPTIONS	 	 	OPTION	 	 	GRANT	 	 	EXPIRATION	 
	 	NAME	 	 	GRANTED	 	 	PRICE	 	 	DATE	 	 	DATE	 
	 	«Full_Name»
	 	 	«Options»
	 	 	«Price»
	 	 	«Grant_Date»
	 	 	«Expiration_Date»	 
	 





Stock Option



Vesting Schedule




	 	 	 	 	 	 
	 
	 	Percentage of Option	 	 	Date	 
	 	Shares Exercisable	 	 	Exercisable	 
	 	 
	 	 	 	 
	 




I, «Full_Name», Social Security #«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.



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




	 	 	 	 	 
	Grantee:

	

	 	 
	

	(Signature)	 	 









	 	 	 	 	 
	Company:

	

	 	 
	

	Brian R. Gamache
Chief Executive Officer	 	 






PLEASE RETURN A COPY OF THIS SIGNED AGREEMENT TO:

WMS – Legal Department

Waukegan Office




PLEASE RETAIN THE ORIGINALLY SIGNED AGREEMENT FOR YOUR RECORDS





This document constitutes part of a prospectus covering securities

that have been registered under the Securities Act of 1933.








 










 










Stock Option Agreement




          This Stock Option Agreement (the “Option Agreement”) will evidence the grant to you on
the Grant Date above by the Compensation Committee of the Board of Directors of WMS Industries Inc.
(the “Company”) of an option pursuant to the Company’s 2005 Incentive Plan (the “Plan”) to purchase
shares of the common stock of the Company (the “Option”). Under applicable provisions of the
Internal Revenue Code of 1986, as amended, the Option is treated as a non-qualified stock option.



     1. Option Subject to Plan. This Option is issued in accordance with and is subject to
and conditioned upon all of the terms and conditions of this Option Agreement and the Plan as
amended from time to time, provided, however, that no future amendment or termination of the Plan
shall, without your consent, alter or impair any of your rights or obligations under the Plan, all
of which are incorporated by reference in this Option Agreement as if fully set forth herein.



     2. Termination. The Option shall terminate immediately if you cease your service or
employment with the Company by voluntarily terminating your service or employment without the
written consent of the Company or if the Company terminates your service or employment for cause.
If you voluntarily terminate your service or employment with the Company with the written consent
of the Company (which written consent expressly sets forth a statement to the effect that, to the
extent exercisable on the date of such termination the Option shall remain exercisable), or if your
service or employment with the Company is terminated by the Company for reasons other than cause,
you may exercise the Option to the extent exercisable at the time of such termination, at any time
prior to the expiration of three months after such termination, or for any longer period of time
after such termination as shall be determined by the Committee, but not later than the Expiration
Date. Notwithstanding the foregoing, the Option shall not be affected by any change in your
position of service or employment so long as you continue to be an employee or a director of, or a
consultant or an adviser to, the Company. Should you die during or following the termination of
your service or employment with the Company, the Option shall immediately terminate, except that,
to the extent exercisable by you at the time of your death, the Option may be exercised within one
year after the date of your death but not later than the Expiration Date, solely in accordance with
all of the terms and conditions of the Plan by your personal representatives or by the person or
persons to whom your rights under the Option shall pass by will or by the applicable laws of
descent and distribution.



     3. Additional Forfeiture. The Committee may cancel, suspend, withhold or otherwise
limit or restrict the Option at any time if you (i) are not in compliance with all applicable
provisions of the Option 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)



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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.




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



     5. Choice of Law. This Option 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.



     6. Securities Laws. The Company shall not be obligated to issue any shares pursuant
to this Option 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.



     7. Income Taxes. It is understood that the Company may establish, from time to time,
appropriate procedures to provide for payment or withholding of such income or other taxes as may
be required by law to be paid or withheld in connection with the exercise of this Option. By the
execution hereof, you hereby agree to pay to the Company or your Employer all such amounts
requested by the Company to permit the Company to take any tax deduction available to it resulting
from the exercise of this Option. You also agree to comply with any procedures established, from
time to time, by the Company to ensure that the Company receives prompt notice of the occurrence of
any event which may create, or affect the timing or amount of, any obligation to pay or withhold
any such taxes or which may make available to the Company any tax deduction resulting from the
occurrence of such event.



     8. Expiration. This Option, to the extent not previously exercised, shall expire on
the day preceding the tenth anniversary of the Grant Date.



     9. Exercise.
This Option is to be exercised by logging on to
www.benefitaccess.com
with your User Name, Password and Trading Pin, or such other method as may be implemented by WMS
from time to time upon notice to Employee.




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