Exhibit 10.2
DOLLAR FINANCIAL CORP.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (together with the attached grant notice (the
"Grant Notice"), the "Agreement") is made and entered into as of the date set
forth on the Grant Notice by and between Dollar Financial Corp., a Delaware
corporation (the "Company"), and the individual (the "Optionee") set forth on
the Grant Notice.
A. Pursuant to the Dollar Financial Corp. 2005 Stock Incentive Plan (the
"Plan"), the Administrator has determined that it is to the advantage and best
interest of the Company to grant to Optionee an option (the "Option") to
purchase the number of shares of the Common Stock of the Company (the "Shares"
or the "Option Shares") set forth on the Grant Notice, at the exercise price
determined as provided herein, and in all respects subject to the terms,
definitions and provisions of the Plan, which is incorporated herein by
reference.
B. Unless otherwise defined herein, capitalized terms used in this
Agreement shall have the meanings set forth in the Plan.
NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the Optionee and the Company hereby agree as follows:
1. Grant and Terms of Stock.
1.1 Grant of Option. Pursuant to the Grant Notice, the Company has granted
to the Optionee the right and option to purchase, subject to the terms and
conditions set forth in the Plan and this Agreement, all or any part of the
number of Shares set forth on the Grant Notice at a purchase price per Share
equal to the exercise price per Share set forth on the Grant Notice. If the
Grant Notice indicates (under "Type of Option") that this Option is an "ISO",
then this Option is intended by the Company and Optionee to be an Incentive
Stock Option. However, if the Grant Notice indicates that this Option is a
"NQSO", then this Option is not intended to be an Incentive Stock Option and is
instead intended to be a Nonqualified Stock Option.
1.2 Vesting and Exercisability. Subject to the provisions of the Plan and
the other provisions of this Agreement, this Option shall vest and become
exercisable in accordance with the schedule set forth in the Grant Notice.
Notwithstanding the foregoing, in the event of termination of Optionee's
Continuous Status as an Employee, Director or Consultant for any reason, with or
without Cause, including as a result of death or Disability, this Option shall
immediately cease vesting.
1.3 Term of Option. No portion of this Option may be exercised more than
ten years from the date of this Agreement. In the event of termination of
Optionee's Continuous Status as an Employee, Director or Consultant for any
reason, the portion of this Option that is not vested and exercisable as of the
date of termination shall be immediately cancelled and terminated. In addition,
the portion of this Option that is vested and exercisable as of the date of
termination of Optionee's Continuous Status as an Employee, Director or
Consultant shall terminate and be cancelled on the earlier of (i) the expiration
of the ten year period set forth in the first sentence of this Section 1.3, or
(ii) 90 days after termination of Optionee's Continuous Status as an Employee,
Director or Consultant (or 12 months in the case of termination as a result of
Optionee's Disability or death); provided, however, if Optionee's Continuous
Status as an Employee, Director or Consultant is terminated for Cause, this
entire Option shall be cancelled and terminated as of the date of such
termination and shall no longer be exercisable as to any Shares, whether or not
previously vested.
2. Method of Exercise.
2.1 Delivery of Notice of Exercise. This Option shall be exercisable by
written notice in the form attached hereto as Exhibit A which shall state the
election to exercise this Option, the number of Shares in respect of which this
Option is being exercised, and such other representations and agreements with
respect to such Shares as may be required by the Company pursuant to the
provisions of this Agreement and the Plan. Such written notice shall be signed
by Optionee (or by Optionee's beneficiary or other person entitled to exercise
this Option in the event of Optionee's death under the Plan) and shall be
delivered in person or by certified mail to the Secretary of the Company. The
written notice shall be accompanied by payment of the exercise price. This
Option shall not be deemed exercised until the Company receives such written
notice accompanied by the exercise price and any other applicable terms and
conditions of this Agreement are satisfied. This Option may not be exercised for
a fraction of a Share.
1
2.2 Restrictions on Exercise. No Shares will be issued pursuant to the
exercise of this Option unless and until there shall have been full compliance
with all applicable requirements of the Securities Act of 1933, as amended
(whether by registration or satisfaction of exemption conditions), all
Applicable Laws, and all applicable listing requirements of any national
securities exchange or other market system on which the Common Stock is then
listed. As a condition to the exercise of this Option, the Company may require
Optionee to make any representation and warranty to the Company as may be
necessary or appropriate, in the judgment of the Administrator, to comply with
any Applicable Law.
2.3 Method of Payment. Payment of the exercise price shall be made in full
at the time of exercise in cash or by check payable to the order of the Company,
or, subject in each case to the advance approval of the Administrator in its
sole discretion, by delivery of shares of Common Stock already owned by
Optionee, by delivery of a full recourse promissory note made by Optionee in
favor of the Company or by any combination of the foregoing or by delivery of a
properly executed exercise notice together with any other documentation as the
Administrator and the Optionee's broker, if applicable, require to effect an
exercise of the Option and delivery to the Company of the proceeds required to
pay the exercise price. Shares of Common Stock used to satisfy the exercise
price of this Option shall be valued at their Fair Market Value determined on
the date of exercise (or if such date is not a business day, as of the close of
the business day immediately preceding such date). In addition, the
Administrator may impose such other conditions in connection with the delivery
of shares of Common Stock in satisfaction of the exercise price as it deems
appropriate in its sole discretion, including without limitation a requirement
that the shares of Common Stock delivered have been held by the Optionee for a
specified period of time. Any promissory note delivered pursuant to this Section
2.3 shall have terms and provisions (including, without limitation, those
relating to the maturity date, payment schedule and interest rate) as determined
by the Administrator in its sole discretion, shall be secured by the Shares
acquired and shall comply with all Applicable Laws (including, without
limitation, state and federal margin requirements)
2.4 Notice of Disqualifying Disposition of Incentive Stock Option. If this
Option is an Incentive Stock Option and the Optionee sells or otherwise disposes
of any of the Shares acquired upon exercise of this Option on or before the
later of (i) two years after the date of grant, or (ii) one year after the date
such Shares were acquired, the Optionee shall immediately notify the Company in
writing of such disposition. The Optionee agrees that he or she may be subject
to income tax withholding by the Company on the taxable income recognized as a
result of such disposition and that the Optionee shall be required to satisfy
such withholding obligations either by making a payment to the Company in cash
or by withholding from current earnings of the Optionee.
3. Non-Transferability of Option.
This Option may not be transferred in any manner otherwise than by will or
by the laws of descent or distribution or to a beneficiary designated pursuant
to the Plan, and may be exercised during the lifetime of Optionee only by
Optionee. Subject to all of the other terms and conditions of this Agreement,
following the death of Optionee, this Option may, to the extent it is vested and
exercisable by Optionee in accordance with its terms on the date of death, be
exercised by Optionee's beneficiary or other person entitled to exercise this
Option in the event of Optionee's death under the Plan. Notwithstanding the
first sentence of this Section 3, (i) if this Option is a Nonqualified Stock
Option, this Option may be assigned pursuant to a qualified domestic relations
order as defined by the Code, and exercised by the spouse of the Optionee who
obtained such Option pursuant to such qualified domestic relations order, and
(ii) if Optionee is an executive officer, this Option may be assigned, in
connection with the Optionee's estate plan, in whole or in part, during the
Optionee's lifetime to one or more members of the Optionee's immediate family or
to a trust established exclusively for one or more of such immediate family
members. Rights under the assigned portion may be exercised by the person or
persons who acquire a proprietary interest in such Option pursuant to the
assignment. The terms applicable to the assigned portion shall be the same as
those in effect for the Option immediately before such assignment and shall be
set forth in such documents issued to the assignee as the Administrator deems
appropriate. For purposes of this Section 3, the term "immediate family" means
an individual's spouse, children, stepchildren, grandchildren and parents.
4. Market StandOff.
The Optionee agrees not to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of (including by means of sales
pursuant to Rule 144) any shares of Common Stock, or any securities convertible
into or exchangeable or exercisable for Common Stock, during the 180-day period
beginning on the effective date of the registration statement for the Initial
Public Offering and during the 90-day period beginning on the effective date of
the registration statement for any other underwritten offering (except as part
of such underwritten registration), unless the managing underwriters for the
registered public offering otherwise agree.
2
5. General.
5.1 Governing Law. This Agreement shall be governed by and construed under
the laws of the state of Delaware applicable to agreements made and to be
performed entirely in Delaware, without regard to the conflicts of law
provisions of Delaware or any other jurisdiction.
5.2 Notices. Any notice required or permitted under this Agreement shall be
given in writing by express courier or by postage prepaid, United States
registered or certified mail, return receipt requested, to the address set forth
below or to such other address for a party as that party may designate by 10
days advance written notice to the other parties. Notice shall be effective upon
the earlier of receipt or 3 days after the mailing of such notice.
If to the Company: Dollar Financial Corp.
0000 Xxxxxxxxx Xxx.
Xxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: President
If to Optionee, at the address set forth on the Grant Notice.
5.3 Community Property. Without prejudice to the actual rights of the
spouses as between each other, for all purposes of this Agreement, the Optionee
shall be treated as agent and attorney-in-fact for that interest held or claimed
by his or her spouse with respect to this Option and the parties hereto shall
act in all matters as if the Optionee was the sole owner of this Option. This
appointment is coupled with an interest and is irrevocable.
5.4 Modifications. This Agreement may be amended, altered or modified only
by a writing signed by each of the parties hereto.
5.5 Application to Other Stock. In the event any capital stock of the
Company or any other corporation shall be distributed on, with respect to, or in
exchange for shares of Common Stock as a stock dividend, stock split,
reclassification or recapitalization in connection with any merger or
reorganization or otherwise, all restrictions, rights and obligations set forth
in this Agreement shall apply with respect to such other capital stock to the
same extent as they are, or would have been applicable, to the Option Shares on
or with respect to which such other capital stock was distributed.
5.6 Additional Documents. Each party agrees to execute any and all further
documents and writings, and to perform such other actions, which may be or
become reasonably necessary or expedient to be made effective and carry out this
Agreement.
5.7 No Third-Party Benefits. Except as otherwise expressly provided in this
Agreement, none of the provisions of this Agreement shall be for the benefit of,
or enforceable by, any third-party beneficiary.
5.8 Successors and Assigns. Except as provided herein to the contrary, this
Agreement shall be binding upon and inure to the benefit of the parties, their
respective successors and permitted assigns.
5.9 No Assignment. Except as otherwise provided in this Agreement, the
Optionee may not assign any of his, her or its rights under this Agreement
without the prior written consent of the Company, which consent may be withheld
in its sole discretion. The Company shall be permitted to assign its rights or
obligations under this Agreement, but no such assignment shall release the
Company of any obligations pursuant to this Agreement.
5.10 Severability. The validity, legality or enforceability of the
remainder of this Agreement shall not be affected even if one or more of the
provisions of this Agreement shall be held to be invalid, illegal or
unenforceable in any respect.
5.11 Equitable Relief. The Optionee acknowledges that, in the event of a
threatened or actual breach of any of the provisions of this Agreement, damages
alone will be an inadequate remedy, and such breach will cause the Company
great, immediate and irreparable injury and damage. Accordingly, the Optionee
agrees that the Company shall be entitled to injunctive and other equitable
relief, and that such relief shall be in addition to, and not in lieu of, any
remedies it may have at law or under this Agreement.
3
5.12 Arbitration.
5.12.1 General. Any controversy, dispute, or claim between the parties
to this Agreement, including any claim arising out of, in connection with,
or in relation to the formation, interpretation, performance or breach of
this Agreement shall be settled exclusively by arbitration, before a single
arbitrator, in accordance with this section 5.12 and the then most
applicable rules of the American Arbitration Association. Judgment upon any
award rendered by the arbitrator may be entered by any state or federal
court having jurisdiction thereof. Such arbitration shall be administered
by the American Arbitration Association. Arbitration shall be the exclusive
remedy for determining any such dispute, regardless of its nature.
Notwithstanding the foregoing, either party may in an appropriate matter
apply to a court for provisional relief, including a temporary restraining
order or a preliminary injunction, on the ground that the award to which
the applicant may be entitled in arbitration may be rendered ineffectual
without provisional relief. Unless mutually agreed by the parties
otherwise, any arbitration shall take place in the City of Philadelphia,
Pennsylvania.
5.12.2 Selection of Arbitrator. In the event the parties are unable to
agree upon an arbitrator, the parties shall select a single arbitrator from
a list of nine arbitrators drawn by the parties at random from the
"Independent" (or "Gold Card") list of retired judges or, at the option of
Optionee, from a list of nine persons (which shall be retired judges or
corporate or litigation attorneys experienced in stock options and buy-sell
agreements) provided by the office of the American Arbitration Association
having jurisdiction over Philadelphia, Pennsylvania. If the parties are
unable to agree upon an arbitrator from the list so drawn, then the parties
shall each strike names alternately from the list, with the first to strike
being determined by lot. After each party has used four strikes, the
remaining name on the list shall be the arbitrator. If such person is
unable to serve for any reason, the parties shall repeat this process until
an arbitrator is selected.
5.12.3 Applicability of Arbitration; Remedial Authority. This
agreement to resolve any disputes by binding arbitration shall extend to
claims against any parent, subsidiary or affiliate of each party, and, when
acting within such capacity, any officer, director, shareholder, employee
or agent of each party, or of any of the above, and shall apply as well to
claims arising out of state and federal statutes and local ordinances as
well as to claims arising under the common law. In the event of a dispute
subject to this paragraph the parties shall be entitled to reasonable
discovery subject to the discretion of the arbitrator. The remedial
authority of the arbitrator (which shall include the right to grant
injunctive or other equitable relief) shall be the same as, but no greater
than, would be the remedial power of a court having jurisdiction over the
parties and their dispute. The arbitrator shall, upon an appropriate
motion, dismiss any claim without an evidentiary hearing if the party
bringing the motion establishes that he or it would be entitled to summary
judgment if the matter had been pursued in court litigation. In the event
of a conflict between the applicable rules of the American Arbitration
Association and these procedures, the provisions of these procedures shall
govern.
5.12.4 Fees and Costs. Any filing or administrative fees shall be
borne initially by the party requesting arbitration. The Company shall be
responsible for the costs and fees of the arbitration, unless the Optionee
wishes to contribute (up to 50%) of the costs and fees of the arbitration.
Notwithstanding the foregoing, the prevailing party in such arbitration, as
determined by the arbitrator, and in any enforcement or other court
proceedings, shall be entitled, to the extent permitted by law, to
reimbursement from the other party for all of the prevailing party's costs
(including but not limited to the arbitrator's compensation), expenses, and
attorneys' fees.
5.12.5 Award Final and Binding. The arbitrator shall render an award
and written opinion, and the award shall be final and binding upon the
parties. If any of the provisions of this paragraph, or of this Agreement,
are determined to be unlawful or otherwise unenforceable, in whole or in
part, such determination shall not affect the validity of the remainder of
this Agreement, and this Agreement shall be reformed to the extent
necessary to carry out its provisions to the greatest extent possible and
to insure that the resolution of all conflicts between the parties,
including those arising out of statutory claims, shall be resolved by
neutral, binding arbitration. If a court should find that the arbitration
provisions of this Agreement are not absolutely binding, then the parties
intend any arbitration decision and award to be fully admissible in
evidence in any subsequent action, given great weight by any finder of
fact, and treated as determinative to the maximum extent permitted by law.
5.13 Headings. The section headings in this Agreement are inserted
only as a matter of convenience, and in no way define, limit, extend or
interpret the scope of this Agreement or of any particular section.
4
5.14 Number and Gender. Throughout this Agreement, as the context may
require, (a) the masculine gender includes the feminine and the neuter
gender includes the masculine and the feminine; (b) the singular tense and
number includes the plural, and the plural tense and number includes the
singular; (c) the past tense includes the present, and the present tense
includes the past; (d) references to parties, sections, paragraphs and
exhibits mean the parties, sections, paragraphs and exhibits of and to this
Agreement; and (e) periods of days, weeks or months mean calendar days,
weeks or months.
5.15 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
5.16 Complete Agreement. The Grant Notice, this Agreement and the Plan
constitute the parties' entire agreement with respect to the subject matter
hereof and supersede all agreements, representations, warranties,
statements, promises and understandings, whether oral or written, with
respect to the subject matter hereof.
5
EXHIBIT A
NOTICE OF EXERCISE OF STOCK OPTION
Dollar Financial Corp.
0000 Xxxxxxxxx Xxx.
Xxxxxx, Xxxxxxxxxxxx 00000-0000
Attn: President
Ladies and Gentlemen:
The undersigned hereby elects to exercise the option indicated below:
Option Grant Date: ____________________
Type of Option: Incentive Stock Option / Nonqualified Stock Option
Number of Shares Being Exercised: ____________
Exercise Price Per Share: _________________
Total Exercise Price: $_____________
Method of Payment: ______________
Enclosed herewith is payment in full of the total exercise price and a
copy of the Grant Notice.
My exact name, current address and social security number for purposes
of the stock certificates to be issued and the shareholder list of the Company
are:
Name:_______________________________
Address:_____________________________
_____________________________
Social Security Number:________________
Sincerely,
Dated:_________________ ___________________________
(Optionee's Signature)
6
