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INCENTIVE STOCK OPTION AGREEMENT

Stock Option Agreement

INCENTIVE STOCK OPTION AGREEMENT | Document Parties: QC HOLDINGS, INC. You are currently viewing:
This Stock Option Agreement involves

QC HOLDINGS, INC.

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Title: INCENTIVE STOCK OPTION AGREEMENT
Governing Law: Kansas     Date: 3/13/2009
Industry: Consumer Financial Services     Sector: Financial

INCENTIVE STOCK OPTION AGREEMENT, Parties: qc holdings  inc.
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Exhibit 10.6

INCENTIVE STOCK OPTION AGREEMENT

THIS AGREEMENT, dated as of             , 200    , is made by QC Holdings, Inc., a Kansas corporation (the “Corporation”), and                                         , an employee of the Corporation or a Subsidiary 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 eligible employees of the Corporation or any Subsidiary 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 employee 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:

 

 

1.

Grant of Option .

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 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.

 

 

2.

Option Expiration Date .

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”), such date being 10 years from the Date of Grant.

 

 

3.

Option Exercise Limitations .

Except to the extent otherwise provided in this Agreement and in the Plan, the Option may be exercised in accordance with the following schedule:

 

On or After This Date

  

The Option May be Exercised
with Respect to the Following
Cumulative Number of Shares

[*1 st Anniversary*]

  

[*25%*]

[*2 nd Anniversary*]

  

[*50%*]

[*3 rd Anniversary*]

  

[*75%*]

[*4 th Anniversary*]

  

[*100%*]

 

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4.

Option Exercise Procedure .

Subject to the limitations set forth in the Plan and in Section 3 hereof, 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.

 

 

5.

Payment of the Exercise Price .

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.

Restrictions on Transfer .

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.

 

 

7.

Adjustments .

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 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.

 

 

8.

Other Option Conditions .

 

 

(a)

If the Optionee’s employment with the Corporation or a Subsidiary of the Corporation is terminated before the Option Expiration Date for any reason other than (i) the death of the Optionee, (ii) the “disability” (as defined in Internal Revenue Code Section 22(e)(3)) of the Optionee or (iii) 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 be exercised, to the extent the Optionee was able to do so as of the date of such termination of employment, within a period ending on the earlier to occur of (A) the date that is three months following the termination of employment, or (B) the Option Expiration Date.

 

 

(b)

If the Optionee dies before the Option Expiration Date and is employed by the Corporation or a Subsidiary of the Corporation at the time of death, the Option may be exercised within a period of one year following the date of death (if otherwise prior to the Option Expiration Date), by the executor or the administrator of the estate of the Optionee, or by the person or persons who shall have acquired the Option directly from the Optionee by bequest or inheritance.

 

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(c)

If the Optionee’s employment is terminated because of the “disability” (as defined in Internal Revenue Code Section 22(e)(3)) of the Optionee, the Option may be exercised within a period ending on the earlier to occur of (A) the date that is one year following the termination of employment, or (B) the Option Expiration Date.

 

 

(d)

Notwithstanding anything herein to the contrary, if the employment of the Optionee is terminated prior to the Option Expiration Date on account of fraud, intentional misrepresentation, embezzlement, misappropriation, or conversion of assets or opportunities of the Corporation or any of its Subsidiaries, then the Option, to the extent it has not been previously exercised, shall automatically and immediately expire, regardless of the extent to which it would have been otherwise exercisable at such time, as of the date of such termination of employment.

 

 

(e)

Upon termination of the Optionee’s employment with th


 
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