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:
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.
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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”), such date being 10 years from the Date of
Grant.
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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 accordance with the following schedule:
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The Option May be Exercised
with Respect to the Following
Cumulative Number of Shares
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[*1 st Anniversary*]
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[*25%*]
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[*2 nd Anniversary*]
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[*50%*]
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[*3 rd Anniversary*]
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[*75%*]
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[*4 th Anniversary*]
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[*100%*]
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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 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.
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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 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 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.
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(b)
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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)
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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.
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(d)
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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.
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(e)
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Upon
termination of the Optionee’s employment with th
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