Stock
Award Agreement under the
Dollar Financial Corp.
2005 Stock Incentive Plan
THIS
STOCK AWARD AGREEMENT (this “ Agreement ”) is
made as of
(the “ Effective Date ”), between Dollar
Financial Corp. (the “ Company ”) and
(the “ Grantee ”).
WHEREAS,
the Company maintains the Dollar Financial Corp. 2005 Stock
Incentive Plan (the “ Plan ”) for the benefit of
its key employees, directors and consultants who provide services
to the Company; and
WHEREAS,
the Plan permits the award of shares of the Company’s Common
Stock (the “ Common Stock ”), subject to certain
restrictions; and
WHEREAS,
to compensate the Grantee for his service to the Company and to
further align the Grantee’s personal financial interests with
those of the Company’s stockholders, the Company wishes to
award the Grantee a number of shares of Common Stock, subject to
the restrictions and on the terms and conditions contained in the
Plan and this Agreement.
NOW,
THEREFORE, in consideration of these premises and the agreements
set forth herein, the parties, intending to be legally bound
hereby, agree as follows:
1. Award
of Stock . Pursuant to the Plan, the Company hereby awards the
Grantee
shares of Common Stock (the “ Awarded Shares ”),
subject to certain restrictions and on the terms and conditions set
forth in this Agreement and the Plan. The terms of the Plan are
hereby incorporated into this Agreement by this reference, as
though fully set forth herein. Capitalized terms used but not
defined herein will have the same meaning as defined in the Plan.
Unless otherwise specified, section numbers refer to the sections
of this Agreement.
2.
Vesting of Awarded Shares . The Awarded Shares are subject
to forfeiture to the Company until they become nonforfeitable in
accordance with this Section 2.
(a)
Vesting . If both subsections (i) and
(ii) below are met, the Awarded Shares will become
non-forfeitable if:
(i) the
Company achieves gross income of $[ ] for the fiscal year ending
June 30, 20[ ], as determined by the Company in its sole
discretion based on its audited financial statements;
and
(ii) provided
that subsection (i) has been met, on the last day of each of
the first [
]
beginning [
]
(each a “ Vesting Date ”), [
]% of
the Awarded Shares will become nonforfeitable on each Vesting Date
if the Grantee remains in continuous
service to the
Company (whether as an employee, consultant, independent contractor
or any other capacity in which he provides services to the Company)
through the applicable Vesting Date.
(b)
All Unvested Shares Forfeited Upon Cessation of Service .
Upon cessation of Grantee’s service with the Company for any
reason or for no reason (and whether such cessation is initiated by
the Company, the Grantee or otherwise): (i) any Awarded Shares
that have not, on or prior to the effective date of such cessation,
become nonforfeitable will immediately and automatically, without
any action on the part of the Company, be forfeited, and
(ii) the Grantee will have no further rights with respect to
those shares.
(c)
Service with Subsidiaries . Solely for purposes of this
Agreement, service with the Company will be deemed to include
service with any Subsidiary of the Company (for only so long as
such entity remains a Subsidiary).
(d)
Termination of Service . For purposes of this Agreement,
Grantee’s period of service shall not include any period of
notice of termination of employment, whether express or implied.
Grantee’s date of termination shall mean the date upon which
he or she ceases active performance of service following the
provision of notification of termination or resignation from
service and shall be determined solely by this Agreement and
without reference to any other agreement, written or oral,
including Grantee’s contract of employment.
(a) Certificates
evidencing the Awarded Shares issued under this Agreement will be
held in escrow by the Secretary of the Company or his or her
designee (the “ Escrow Holder ”) until such
Awarded Shares cease to be subject to forfeiture in accordance with
Section 2, at which time, the Escrow Holder will deliver such
certificates representing the nonforfeitable Awarded Shares to the
Grantee; provided, however , that no certificates for
Awarded Shares will be delivered to the Grantee until appropriate
arrangements have been made with the Company for the withholding or
payment of any taxes or other amounts that may be due with respect
to such Awarded Shares; and provided, further , that the
Company may condition delivery of certificates for Awarded Shares
upon the prior receipt from Grantee of any undertakings which it
may determine are required to assure that the certificates are
being issued in compliance with federal, state and foreign
securities laws.
(b) If
any of the Awarded Shares are forfeited by the Grantee under
Section 2, upon request by the Company, the Escrow Holder will
deliver the stock certificate(s) evidencing those Awarded Shares to
the Company, which will then have the right to retain and transfer
those Awarded Shares to its own name free and clear of any rights
of the Grantee under this Agreement or otherwise.
4. Stock
Splits, etc . If, while any of the Awarded Shares remain
subject to forfeiture, there occurs any merger, consolidation,
reorganization, reclassification, recapitalization, stock split,
stock dividend, or other similar change in the Common Stock, then
any and all new, substituted or additional securities or other
consideration to which the Grantee is entitled by reason of the
Grantee’s ownership of the Awarded Shares will be immediately
subject to the escrow contemplated by Section 3, deposited
with the Escrow Holder and will
-2-
thereafter be
included in the term “ Awarded Shares ” for all
purposes of the Plan and this Agreement.
5. Rights
of Grantee . The Grantee shall have the right to vote the
Awarded Shares and to receive cash dividends or distributions with
respect to the Awarded Shares; provided however , that any
cash dividends or distributions paid on the Awarded Shares while
those shares remain forfeitable w
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