NON-EMPLOYEE DIRECTORS STOCK
INCENTIVE PLAN
On August 23,
2005 (the “Effective Date”), the Board of Directors of
Ace Cash Express, Inc. (the “Company”) adopted the
following Non-Employee Directors Stock Incentive Option
Plan:
1. PURPOSE.
The purpose of the Plan is to provide non-employee directors with a
proprietary interest in the Company through the granting of Options
and Restricted Stock Awards which will
(a) increase the
interest of the non-employee directors in the Company’s
welfare;
(b) furnish an
incentive to the non-employee directors to continue their services
for the Company; and
(c) provide a
means through which the Company may attract able persons to serve
on the Board.
2. ADMINISTRATION.
The Plan will be administered by the Committee.
3. PARTICIPANTS.
The Committee shall, from time to time, select the particular
non-employee directors of the Company to whom Options and
Restricted Stock Awards are to be granted under the Plan and who
will, upon such grant, become participants in the Plan (or
Grantees).
4. SHARES
SUBJECT TO PLAN. The Committee may not grant Options and Restricted
Stock Awards under the Plan in the aggregate for more than 200,000
shares of Common Stock of the Company, but this number may be
adjusted to reflect, as deemed appropriate by the Committee, any
stock dividend, stock split, share combination, recapitalization,
or the like of or by the Company. Shares to be optioned and sold or
to be granted as Restricted Stock Awards may be made available or
granted from either authorized but unissued Common Stock or Common
Stock held by the Company in its treasury. Shares that by reason of
the expiration, forfeiture or cancellation of an Option or
Restricted Stock Award or otherwise are no longer subject to
purchase pursuant to an Option, or are no longer outstanding as a
Restricted Stock Award, granted under the Plan may be re-offered or
re-granted under the Plan.
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5. ALLOTMENT
OF SHARES. The Committee shall determine the number of shares of
Common Stock to be offered, sold or delivered from time to time by
grant of Options and Restricted Stock Awards to particular
non-employee directors of the Company. The grant of an Option or a
Restricted Stock Award to a non-employee director shall not be
deemed to entitle the non-employee director to, or to disqualify
the non-employee director from, participation in any other grant of
Options or Restricted Stock Awards under the Plan.
6. TERMS AND
CONDITIONS OF OPTIONS. Subject to any other specific provisions or
limitations of the Plan, the Committee shall determine the
provisions, terms and conditions of each Option, including (but not
limited to) the vesting schedule, the number of shares of Common
Stock subject to the Option, the period during which the Option may
be exercised, forfeiture provisions, methods of payment, and all
other terms and conditions of the Option.
(a) Option
Agreements and Grant Date . Each Option granted under the Plan
shall be evidenced by an Option Agreement in such form (which need
not be the same for each Grantee) as the Committee from time to
time approves, but which is not inconsistent with the Plan. The
Company shall execute Option Agreements upon instructions from the
Committee. The date of grant of an Option will be the date on which
the Committee makes the determination to grant such Option unless
otherwise specified by the Committee. The Option Agreement
evidencing the Option will be delivered to the Grantee with a copy
of the Plan and other relevant Option documents, within a
reasonable time after the date of grant.
(b) Exercise
Price . The Committee shall determine the exercise price of
each Option at the time a grant is made; provided, that the
exercise price shall not be less than the Fair Market Value of the
shares of Common Stock covered by the Option on the date of
grant.
(c) Option
Period . Options shall be exercisable within the time or times
or upon the event or events determined by the Committee and set
forth in the Option Agreement; provided, however, that no Option
shall be exercisable later than the tenth anniversary of the grant
date of the Option.
(d)
Transferability of Options . Options granted under the Plan,
and any interest therein, shall not be transferable or assignable
by the Grantee, and may not be made subject to execution,
attachment or similar process, other than by will or by the laws of
descent and distribution and shall be exercisable during the
lifetime of the Grantee only by the Grantee; provided, that the
Grantee may designate any person or persons who may exercise his
Options following his death.
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(e) Exercise of
Options; Notice . Options may be exercised only by delivery to
the Company of a written exercise notice approved by the Committee
(which need not be the same for each Grantee), stating the number
of shares of Common Stock being purchased, the method of payment,
and such other matters as may be deemed appropriate by the Company
in connection with the issuance of shares of Common Stock upon
exercise of the Option, together with payment in full of the
exercise price for the number of shares of Common Stock being
purchased. The form of such exercise notice may be set forth as
part of an Option Agreement.
(f) Rights in
Event of Death or Disability . If a Grantee dies or becomes
disabled before termination of his right to exercise an Option
under his Option Agreement without having totally exercised the
Option, the Option may be exercised, to the extent of the shares
with respect to which the Option could have been exercised by the
Grantee on the date of his death or disability, by (i) the
Grantee’s estate or by the person or persons who acquired the
right to exercise the Option by bequest or inheritance or by reason
of the death of the Grantee, or (ii) the Grantee or his
personal representative in the event of the Grantee’s
disability; provided, that the Option may be exercised only before
the date of its expiration or not more than 180 days after the
date of the Grantee’s death or disability, whichever first
occurs. The disability and the date of disability of a Grantee
shall be determined by the Committee.
(g) Payment
. Full payment for shares purchased upon exercising an Option shall
be made in cash or by check at the time of exercise, or on such
other terms as are set forth in the applicable Option Agreement. No
shares of Common Stock may be issued until full payment of the
purchase price therefor has been made, and a Grantee will have none
of the rights of a shareholder until shares are issued to
him.
7. TERMS AND
CONDITIONS OF RESTRICTED STOCK AWARDS. Each Restricted Stock
Agreement shall be in such form and shall contain such terms and
conditions as the Committee shall deem appropriate. The terms and
conditions of such Restricted Stock Agreements may change from time
to time, and the terms and conditions of separate Restricted Stock
Agreements need not be identical, but each such Restricted Stock
Agreement shall be subject to the terms and conditions of this
Section 7.
(a) Forfeiture
Restrictions . Shares of Common Stock that are the subject of a
Restricted Stock Award shall be subject to restrictions on
disposition by the Grantee and to an obligation of the Grantee to
forfeit and surrender the shares to the Company under certain
circumstances (“ Forfeiture Restrictions ”). The
Forfeiture Restrictions shall be determined by the Committee in its
sole discretion, and the Committee may provide that the Forfeiture
Restrictions shall lapse on the passage of time, the attainment of
one or more performance targets established by the Committee, or
the occurrence of such other event or events determined to be
appropriate by the Committee. The Forfeiture Restrictions
applicable to a particular Restricted Stock Award
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(which may
differ from any other such Restricted Stock Award) shall be stated
in the Restricted Stock Agreement.
(b) Restricted
Stock Awards . At the time any Restricted Stock Award is
granted under the Plan, the Company and the Grantee shall enter
into a Restricted Stock Agreement setting forth each of the matters
addressed in this Section 7 and such other matters as the
Committee may determine to be appropriate. Shares of Common Stock
granted pursuant to a Restricted Stock Award shall be represented
by one or more stock certificates r
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