Stock
Award Agreement under the
Dollar Financial Corp.
2007 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. 2007 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 (i) below is met, the Awarded Shares will
become non-forfeitable if: Provided that subsection (i) has
been met, awards will vest [ ] (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).
(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 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 and
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