**Exhibit 10.31**

 

**RESTRICTED STOCK AWARD**

**(SUPPLEMENTAL)**

 

RESTRICTED STOCK AWARDAGREEMENT (“Agreement”) dated as of                 , 200    , between MIDAS, INC., a Delaware corporation (the“Corporation”), and                                 ,                                                 of the Corporation (the “Holder”). 

 

WHEREAS, the Board of Directors of the Corporation (the “Board”) has established and the shareholders have approved the MIDAS, INC. StockIncentive Plan (the “Plan”); 

 

WHEREAS, the Board, inaccordance with the provisions of the Plan, has selected the Holder as a salaried key management employee who, in the Board’s judgment, has significant potential for making substantial contributions to corporate growth and objectives;

 

WHEREAS, in order to reward the Holder for services to berendered in a manner that relates directly to the Corporation’s performance and further the identity of interests of the Holder and the Corporation’s shareholders through opportunities for increased stock ownership by the Holder, the Boardhas determined that the Holder be granted a Restricted Stock Award under the Plan; 

 

NOW, THEREFORE, in consideration of the foregoing and the Holder’s acceptance of the terms and conditions hereof, the parties hereto have agreed, and do hereby agree, as follows: 

 

1. The Corporation hereby grants to the Holder, as a matter of separateagreement and not in lieu of salary or any other compensation for services,              shares of Common Stock of the Corporation (the “Restricted Stock Award”) on theterms and conditions herein set forth. 

 

2. The certificatesrepresenting the shares of Common Stock granted to the Holder shall be registered in the name of the Holder and retained in the custody of the Corporation until such time as they are delivered to the Holder or forfeited to the Corporation inaccordance with the terms hereof (the “Restriction Period”). During the Restriction Period, the Holder will be entitled to vote such shares and to receive dividends paid on such shares (less any amounts, if any, which the Corporation isrequired to withhold for taxes). 

 

3. If the Holder shall havebeen continuously in the employment of the Corporation or one of its subsidiaries for a period of four (4) years from the date of grant of this Restricted Stock Award, the Corporation shall deliver to the Holder on or about the fourth (4th) anniversary thereof a certificate, registered in the name of the Holder and free of restrictions hereunder, representing allof the shares granted to the Holder pursuant to this Agreement. No payment shall be required from the Holder in connection with any delivery to the Holder of shares hereunder, except that the Holder agrees to pay whatever income withholding tax theCorporation is obligated to collect as a part of the delivery of the shares. 

 

4. In the event of the termination of employment of the Holder, by reason of Retirement (as defined in the Plan), death or disability, and if there then remain any undelivered shares subject to restrictions hereunder,then such restrictions shall be deemed to have lapsed and the certificates for the remaining shares shall forthwith be delivered to such retired Holder (or his beneficiary, estate or heirs). 

5. Subject to the provisions of paragraph 4 above, if the Holder ceases to be an employee of theCorporation for any reason during the Restriction Period, then the Holder shall cease to be entitled to delivery of any of the shares covered by this Agreement which have not theretofore been delivered by the Corporation pursuant to paragraph 3above, and all rights of the Holder in and to such undelivered shares shall be forfeited. The Holder is contemporaneously executing the attached Powers of Attorney To Transfer Stock to effectuate the forfeiture provisions contained in this Paragraph5. Notwithstanding the forfeiture provided herein, the Board may, within 120 days after such termination of employment, in its sole discretion, determine whether such former Holder shall receive all or any part of the undelivered shares grantedpursuant to this Agreement and whether to impose any conditions in connection therewith. In addition, the Board shall from time to time determine in its sole discretion whether any period of non-active employment, including authorized leaves ofabsence, or absence by reason of military or governmental service, shall constitute termination of employment for the purposes of this paragraph. 

 

6. The granting of this Restricted Stock Award shall not in any way prohibit or restrict the right of the Corporation to terminate the Holder’semployment at any time, for any reason. The Holder shall have no right to any prorated portion of the shares of Common Stock otherwise deliverable to the Holder on the anniversary hereof next following a termination of employment (whether voluntaryor involuntary) in respect of a partial year of employment. 

 

7.While shares of Common Stock are held in custody for the Holder pursuant to this Agreement, they may not be sold, transferred, pledged, exchanged, hypothecated or disposed of by the Holder and shall not be subject to execution, attachment or similarprocess. 

 

8. This Agreement and each and every obligation ofthe Corporation hereunder are subject to the requirement that if at any time the Corporation shall determine, upon advice of counsel, that the listing, registration or qualification of the shares covered hereby upon any securities exchange or underany state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of or in connection with the granting hereof or the delivery of shares hereunder, then the delivery of shareshereunder to the Holder may be postponed until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. 

 

9. In addition to amounts in respect of taxes which the Corporation shall berequired by law to deduct or withhold from any dividend payments on the shares covered hereby, the Corporation may defer making any delivery of shares under this Agreement until completion of arrangements satisfactory to the Corporation for thepayment of any other applicable taxes, whether through share withholding provided for by the Plan or otherwise. 

 

10. The Holder may elect, by written notice to the Corporation, to pay through withholding by the Corporation all or a portion of the estimated federal,state, local and other taxes arising from the vesting or distribution of shares of Common Stock pursuant to this Restricted Stock Award (a) by having the Corporation withhold shares of Common Stock or (b) by delivering previously-owned shares, ineach case being such number of shares of Common Stock as shall have a fair market value equal to the amount of taxes to be withheld, rounded up to the nearest whole share. 

 

11. In the event of a “change in control”, as that term is defined in the Plan, then the Holder shall have all therights specified in Paragraph 10(B) of the Plan. 

12. Defined words used in this Agreement shall have the same meaning as set forth in the definitionssection or elsewhere in the Plan, the terms and conditions of which shall constitute an integral part hereof. 

 

13. Any notice which either party hereto may be required or permitted to give the other shall be in writing and may be delivered personally or by mail,postage prepaid, addressed to the Secretary of the Corporation at its principal office and to the Holder at his address as shown on the Corporation’s payroll records, or to such other address as the Holder by notice to the Corporation maydesignate in writing from time to time. 

 

14. The Board shallhave the right to resolve all questions which may arise in connection with this Restricted Stock Award. Any interpretation, determination or other action made or taken by the Board regarding the Plan or this Restricted Stock Award shall be final,binding and conclusive. 

 
MIDAS, INC.
By:
 
 
  Chairman and Chief Executive Officer
 
ACCEPTED:    Holder:       Name   Date

**POWER OF ATTORNEY TO TRANSFER STOCK**

 

FOR VALUE RECEIVED, I,                                        ,hereby irrevocably constitute and appoint the Secretary of Midas, Inc. (the “Corporation”) to be my attorney-in-fact to transfer to MIDAS, INC.[                ] shares of the Common Stock of the Corporation granted to me as Restricted Stock, standing in my name on the books of the Corporation, andrepresented by Certificate No.                  (the “Restricted Shares”) with full power of substitution in the premises; 

 

PROVIDEDHOWEVER, that exercise of this Powerof Attorney shall be expressly conditioned upon a forfeiture of the Restricted Shares pursuant to the Restricted Stock Award dated                 ,200    . On the day the Restricted Shares are no longer restricted, this Power of Attorney shall be null and void and the original shall be delivered to me together with the Certificate to which it refers. 

 

Dated:                , 200    . 

 
Name: 
 

 
In the presence of: