Stock Award Agreement under the Dollar Financial Corp. 2007 Stock Incentive Plan
Exhibit 10.42
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).
3. Escrow of Shares.
(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 state 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 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 will be paid in cash when, and if, the Awarded Shares giving rise to such dividends or
distributions become nonforfeitable, and such dividends or distributions will be deposited with the
Escrow Holder.
6. Tax Consequences. The Grantee acknowledges that the Company has not advised the
Grantee regarding the Grantee’s income tax liability in connection with the vesting of the Awarded
Shares. The Grantee has reviewed with the Grantee’s own tax advisors the federal, state, local and
foreign tax consequences of the transactions contemplated by this Agreement. The Grantee is
relying solely on such advisors and not on any statements or representations of the Company or any
of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible
for the Grantee’s own tax liability that may arise as a result of the transactions contemplated by
this Agreement.
-2-
7. Share Legends. The following legend will be placed on the certificates evidencing
all the Awarded Shares (in addition to any other legends that may be required to be placed on such
certificates pursuant to the Plan, applicable law or otherwise):
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS AND CONDITIONS OF THE DOLLAR FINANCIAL CORP. 2007 STOCK
INCENTIVE PLAN AND A STOCK AWARD AGREEMENT ENTERED INTO BETWEEN
[ ] AND
DOLLAR FINANCIAL CORP., WHICH TERMS AND CONDITIONS MAY INCLUDE, WITHOUT LIMITATION,
CERTAIN FORFEITURE CONDITIONS, TRANSFER RESTRICTIONS AND REPURCHASE RIGHTS. COPIES
OF THAT PLAN AND AGREEMENT ARE ON FILE IN THE PRINCIPAL OFFICES OF DOLLAR FINANCIAL
CORP. AND WILL BE MADE AVAILABLE TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE
UPON REQUEST TO THE SECRETARY OF THE COMPANY.
8. Representations and Warranties. By executing this Agreement, the Grantee hereby
represents, warrants, covenants, acknowledges and/or agrees that:
(a) This Agreement, together with the Plan, constitutes the entire agreement between the
Company and the Grantee regarding the grant of the Awarded Shares.
(b) The Company may modify this Agreement to bring it into compliance with any valid and
mandatory government regulation. This Agreement may also be amended by the Company with the
consent of the Grantee. Any such amendment shall be in writing and signed by the Company and
the Grantee.
(c) The Company may from time to time impose any conditions on the Awarded Shares as it
deems necessary or advisable to ensure that the Plan and this award satisfy the conditions of
Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and that Awarded Shares are
issued and resold in compliance with the Securities Act of 1933, as amended.
(d) The Grantee agrees upon request execute any further documents or instruments necessary
or desirable to carry out the purposes or intent of this Agreement.
(e) The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by
all the terms and provisions thereof. The terms of the Plan as it presently exists, and as it
may hereafter be amended, are deemed incorporated herein by reference, and in the event of any
conflict between the terms of this Agreement and the provisions of the Plan, the provisions of
the Plan shall be deemed to supersede the provisions of this Agreement.
(f) Either party’s failure to enforce any provision or provisions of this Agreement shall
not in any way be construed as a waiver of any such provision or provisions, nor prevent that
party thereafter from enforcing each and every other provision of this Agreement. The rights
granted both parties herein are cumulative and shall not constitute a waiver of either party’s
right to assert all other legal remedies available to it under the circumstances.
-3-
(g) The grant of Awarded Shares hereunder will not confer upon the Grantee any right to
continue in service with the Company or any of its Subsidiaries.
(h) This Agreement shall be governed by, and enforced in accordance with, the laws of the
State of Delaware, without regard to the application of the principles of conflicts or choice of
laws of Delaware or any other jurisdiction.
(i) This Agreement may be executed, including execution by facsimile signature, in one or
more counterparts, each of which shall be deemed an original, and all of which together shall be
deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Stock Award Agreement on the [ ], day
of [ ] 20[ ].
| DOLLAR FINANCIAL CORP. |
||||
| By: | ||||
| Title: | ||||
GRANTEE |
||||
-4-
