EXHIBIT 10.2
Director
NON-QUALIFIED STOCK OPTION
AGREEMENT
THIS AGREEMENT,
dated as of
, 200 , is made by QC Holdings,
Inc., a Kansas corporation (the “Corporation”), and
, a non-employee director of the Corporation (the
“Optionee”).
WHEREAS, the Board of Directors of the Corporation (the
“Board”), has adopted the QC Holdings, Inc. 2004 Equity
Incentive Plan (the “Plan”); and
WHEREAS, the Plan provides for the granting of stock
options by the Compensation Committee of the Board (the
“Committee”) to non-employee directors of the
Corporation to purchase shares of the common stock of the
Corporation, par value $.01 per share (the “Common
Stock”), in accordance with the terms and provisions thereof;
and
WHEREAS, the Committee considers the Optionee to be an
individual who is eligible for a grant of stock options pursuant to
the Plan, and has determined that it would be in the best interests
of the Corporation to grant the option documented
herein.
NOW, THEREFORE,
the parties agree as
follows:
The Corporation hereby grants to the
Optionee, subject to the terms and conditions of the Plan, and also
subject to the terms and conditions of this Agreement, the right
and option to purchase from the Corporation all or any part of an
aggregate
shares of the Common Stock (the “Shares”), at an
exercise price of $
per share (the “Exercise Price”). This option (the
“Option”) is intended to be and will be treated as a
non-qualified stock option, and not as an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended.
The number of Shares and the
Exercise Price are each subject to adjustment under certain
circumstances, as more fully set forth in Article XIII of the Plan
and in Section 7 hereof. The term “Common
Stock” includes any other class of stock or other securities
resulting from such adjustment.
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2.
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Option
Expiration Date .
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Unless otherwise provided in this
Agreement or in the Plan, the Option, to the extent it has not been
previously exercised, shall expire as of 11:59 p.m. on
, 20 (the “Option Expiration
Date”).
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3.
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Option
Exercise Limitations .
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Except to the extent otherwise
provided in this Agreement and in the Plan, the Option may be
exercised in whole or in part at any time after the date hereof.
The Option is 100% vested as of the date hereof.
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4.
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Option
Exercise Procedure .
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Subject to the limitations set forth
in the Plan, the Option may be exercised in whole or in
installments, and shall be exercised by the timely delivery to the
Corporation, in the manner described in Section 15
hereof, of a written Notice of Election to Exercise Option in
substantially the form attached hereto as Exhibit A . The
Notice of Election to Exercise Option shall be accompanied by
payment of the Exercise Price for the shares of Common Stock with
respect to which the Option is being exercised, together with
payment of any necessary withholding taxes. The Corporation may
also require as a condition to the exercise of the Option that the
Optionee sign and deliver to the Corporation a market standoff
agreement in such form as provided by the Corporation.
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5.
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Payment of
the Exercise Price .
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The Exercise Price shall be paid
(a) in cash, or by check, bank draft or money order payable to
the order of the Corporation; (b) in shares of previously
acquired Common Stock that have been owned by the Optionee for more
than six months, duly endorsed and free of any restrictions and
encumbrances; or (c) in any combination of the foregoing.
Common Stock used to pay the Exercise Price shall be valued at its
Fair Market Value as of the date of such exercise. In addition to
the foregoing, if the Shares have been registered under the
Securities Act of 1933 and are listed upon the Nasdaq National or
SmallCap Markets, the Option may be exercised by a broker-dealer
acting on behalf of the Optionee if (A) the broker-dealer is a
member of the National Association of Securities Dealers,
(B) the broker-dealer has received from the Optionee a fully-
and duly-endorsed agreement evidencing such Option and instructions
signed by the Optionee requesting the Corporation to deliver the
shares of Common Stock subject to such Option to the broker-dealer
on behalf of the Optionee and specifying the account into which
such shares should be deposited, (C) adequate provision has
been made with respect to the payment of any withholding taxes due
upon such exercise, and (D) the broker-dealer and the Optionee
have otherwise complied with Section 220.3(e)(4) of Regulation
T, 12 CFR, Part 220 and any successor rules and regulations
applicable to such exercise (“Cashless
Exercise”).
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6.
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Restrictions
on Transfer .
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The Option shall not be subject in
any manner to alienation, anticipation, sale, transfer, assignment,
pledge, or encumbrance, except for transfer by will or the laws of
descent and distribution. Any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of the Option, or to subject the
Option to execution, attachment or similar process, contrary to the
provisions hereof, shall be void and ineffective, shall give no
right to any purported transferee, and may, at the discretion of
the Committee, result in forfeiture of the Option.
If the shares of Common Stock, as
constituted on the date of this Agreement, are changed into or
exchanged for a different number or kind of shares of stock or
other securities of the Corporation or of another corporation
(whether by reason of merger, consolidation, recapitalization,
reclassification, stock split, combination of shares or otherwise),
or if the
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number of such shares of Common
Stock is increased through the payment of a stock dividend, or a
dividend on the shares of Common Stock or rights or warrants to
purchase securities of the Corporation is made, then there shall be
substituted for or added to each share subject to the Option, the
number and kind of shares of stock or other securities into which
each outstanding share of Common Stock shall be so changed or for
which each such share shall be exchanged or to which each such
share shall be entitled, as the case may be, and the Exercise Price
shall be adjusted as necessary. In the event there is any other
change in the number or kind of the outstanding shares of Common
Stock, or any stock or other securities into which the Common Stock
shall have been changed or for which it shall have been exchanged,
or an extraordinary cash dividend (as determined by the Committee)
is paid on the Common Stock, then if the Committee shall, in its
sole discretion, determine that such change or event equitably
requires an adjustment in the number or Exercise Price of shares
subject to the Option, such adjustment shall be made in accordance
with such determination and in accordance with Article XIII of the
Plan.
No fractional shares of Common Stock
or units of other securities shall be issued pursuant to any such
adjustment, and any fractions resulting from any such adjustment
shall be eliminated in each case by rounding downward to the
nearest whole share.
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8.
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Other Option
Conditions .
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(a)
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If the
Optionee’s directorship with the Corporation is terminated
before the Option Expiration Date for any reason other than
(i) the death of the Optionee or (ii) on account of any
act of fraud, intentional misrepresentation, embezzlement,
misappropriation, or conversion of assets or opportunities of the
Corporation or any of its Subsidiaries, then the Option may
thereafter be exercised until the Option Expiration Date, to the
extent the Optionee was able to do so as of the date of such
termination of directorship.
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(b)
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If the Optionee
dies before the Option Expiration Date, the Option may be
exercised, to the extent the Optionee was entitled to exercise such
Option at the date of his or her death,
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