exv10w3



 






Exhibit 10.3




RESTRICTED STOCK AGREEMENT




     This Restricted Stock Agreement (“Agreement”) dated to be effective as of January 23,
2006 (the “Effective Date”), is by and between Ace Cash Express, Inc., a Texas corporation
(the “Company”), and Jay B. Shipowitz (“Grantee”).



     WHEREAS, the Company and Grantee (the “Parties”) are entering into an Amended and
Restated Executive Employment Agreement dated as of the Effective Date (the “Employment
Agreement”) that sets forth the terms of Grantee’s employment with the Company; and



     WHEREAS, the Company desires to provide an additional incentive to Grantee to encourage
Grantee’s long-term performance for the Company and its shareholders and more closely align
Grantee’s interest in the Company with that of the Company’s shareholders;



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this
Agreement, and intending to be legally bound hereby, Grantee and the Company (collectively, the
“Parties”) hereby agree as follows:



     1. Issuance of Restricted Stock. The Company hereby agrees to issue to Grantee, and
Grantee hereby agrees to purchase, 70,000 shares (the “Restricted Shares”) of Common Stock,
at a purchase price of $0.01 per share (the “Purchase Price Per Share”), in accordance with
this Agreement and as a Restricted Stock Award subject to the terms and conditions of the Ace Cash
Express, Inc. 1997 Stock Incentive Plan (the “Plan”), which are incorporated herein, as an
incentive for Grantee’s continued efforts on behalf of the Company as one of its key employees.
This Agreement is a Restricted Stock Agreement under the Plan, and unless otherwise defined in this
Agreement, the capitalized terms used in this Agreement have the respective meanings assigned to
them in the Plan. The total purchase price for the Restricted Shares shall be paid by Grantee’s
delivery to the Company, at the time of execution of this Agreement, of cash or a check or any
combination thereof.



     2. Forfeiture.



     (a) Upon any Forfeiture Cessation (as defined below) of Grantee’s employment (the
“Termination Date”) before the Forfeiture Restrictions lapse with respect to any of the
Restricted Shares in accordance with Section 3, all of the Restricted Shares that are then subject
to the Forfeiture Restrictions (the “Unvested Restricted Shares”) shall then automatically
be forfeited by Grantee and returned and delivered to the Company without any obligation of the
Company to pay any amount to Grantee or to any other person or entity and without any further
action by Grantee. The “Forfeiture Cessation” of Grantee’s employment with the Company is
any cessation or termination of Grantee’s employment under the Employment Agreement other than a
Vesting Cessation; and a “Vesting Cessation” is the cessation or termination of Grantee’s
employment under the Employment Agreement (i) by the Company as a termination without



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Cause or because of Grantee’s Disability, in each case as defined in and under the terms of the Employment
Agreement, or (ii) because of Executive’s death.



     (b) In addition, if Grantee breaches any of the terms and conditions of this Agreement or the
Plan, or any rules and regulations of the Committee for this Agreement or the Plan, all of the
Unvested Restricted Shares as of the date of such breach shall then automatically be forfeited by
Grantee and returned and delivered to the Company without any obligation of the Company to pay any
amount to Grantee or to any other person or entity and without any further action by Grantee.



     (c) Grantee, by his acceptance of the Restricted Stock Award granted under this Agreement,
irrevocably grants to the Company a power of attorney to transfer any and all Unvested Restricted
Shares that are forfeited and agrees to execute any documents requested by the Company in
connection with such forfeiture and transfer. Grantee shall have no further right to or interest
in any Unvested Restricted Shares that are so forfeited and transferred. The Parties expressly
agree that these provisions governing the forfeiture and transfer of the Unvested Restricted Shares
shall be specifically enforceable by the Company in a court of equity or law.



     3. Lapse of Forfeiture Restrictions. Upon the termination or lapse of Forfeiture
Restrictions regarding any or all of the Restricted Shares (those Restricted Shares no longer
subject to Forfeiture Restrictions being “Vested Restricted Shares”) and upon the
satisfaction of the Withholding Liability (as defined below) corresponding to the Vested Restricted
Shares in accordance with Section 13(a), one or more stock certificates representing the Vested
Restricted Shares, free of Forfeiture Restrictions, shall be delivered to Grantee at Grantee’s
request in accordance with this Agreement. The Forfeiture Restrictions shall terminate or lapse,
and certain or all (as described below) of the Unvested Restricted Shares shall become Vested
Restricted Shares, if there has been no Forfeiture Cessation and no breach by Grantee as described
in Section 2 before the date of vesting, as follows:



     (a) A number of Unvested Restricted Shares equal to 14.285% of the total number of Restricted
Shares shall become Vested Restricted Shares as of the date that is one month after the Effective
Date.



     (b) A number of Unvested Restricted Shares equal to an additional 14.285% of the total number
of Restricted Shares shall become Vested Restricted Shares as of July 1, 2006.



     (c) A number of Unvested Restricted Shares equal to an additional 14.285% of the total number
of Restricted Shares shall become Vested Restricted Shares as of July 1, 2007.



     (d) A number of Unvested Restricted Shares equal to an additional 14.285% of the total number
of Restricted Shares shall become Vested Restricted Shares as of July 1, 2008.



     (e) A number of Unvested Restricted Shares equal to an additional 14.285% of the total number
of Restricted Shares shall become Vested Restricted Shares as of July 1, 2009.



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     (f) A number of Unvested Restricted Shares equal to an additional 14.285% of the total number
of Restricted Shares shall become Vested Restricted Shares as of July 1, 2010.



     (g) All of the Unvested Restricted Shares shall become Vested Restricted Shares as of July 1,
2011.


If the installment of vesting of the Restricted Shares set forth in any of subsections (a) through
(f) of this Section 3 would result in the vesting of a fractional Restricted Share, such
installment will result in the vesting of the next higher Restricted Share, and the final
installment (set forth in subsection (e) of this Section 3) will result in the vesting of the
balance of the Restricted Shares.



In addition, (i) all of the Unvested Restricted Shares shall become Vested Restricted Shares upon
(A) a “Change of Control,” as defined in Exhibit A attached hereto, or (B) a
Vesting Cessation, subject to the terms of the Employment Agreement, and (ii) any or all of the
Unvested Restricted Shares shall become Vested Restricted Shares upon a decision by the Committee,
in its sole discretion and as of a date determined by the Committee, to vest those Unvested
Restricted Shares. As permitted by clause (ii) of the second paragraph of Section 14 of the Plan,
the immediately preceding clause (i)(A) of this Section 3 is a partial exception to the general
rule stated in that clause (ii) of the second paragraph of Section 14 of the Plan. The immediately
preceding clause (i)(A) of this Section 3 refers to the only events, of the various events
described at the beginning of the second paragraph of Section 14 of the Plan, in which the
Forfeiture Restrictions shall terminate or lapse, unless the Committee otherwise decides.




     4. Representations of Grantee. Grantee represents and warrants to the Company as
follows:



     (a) Grantee has received a copy of the Plan and has read and become familiar with the terms
and conditions of the Plan and agrees to be bound, and to abide, by the Plan.



     (b) Grantee has reviewed this Agreement, has had an opportunity to obtain the advice of
counsel before executing this Agreement, and fully understands all of the terms and conditions of
this Agreement and the Plan.



     (c) Grantee hereby accepts the Restricted Stock Award granted by this Agreement subject to all
of the terms and conditions of this Agreement and the Plan.



     (d) Grantee is fully aware of the lack of liquidity of the Restricted Shares — e.g., because
of the restrictions on transferability of the Restricted Shares held by the Escrow Holder (as
defined below), Grantee may not be able to sell or dispose of the Restricted Shares or use them as
collateral for loans.



     5. Certain Restrictions on Transfer. Except as provided in Section 2, Grantee may not
sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of (whether voluntarily, by
operation of law, or otherwise) any or all of the Unvested Restricted Shares, or any rights thereto
or interests therein, or any or all of the Vested Restricted Shares held by the Escrow Holder, or
any rights thereto or interests therein. Any transfer in violation of this Section 5 shall be void



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and without any force or effect and shall constitute a breach of the terms and conditions of this
Agreement and the Plan. Grantee also understands that the Company is under no obligation to
register, under any applicable securities laws, any resale of any of the Restricted Shares that
become Vested Restricted Shares delivered to Grantee and that an exemption from such registration
requirements may not be available or may not permit Grantee to resell or transfer any of such
Vested Restricted Shares in the amounts or at the times proposed by Grantee.




     6. Dividend and Voting Rights. Subject to this Agreement, Grantee shall have all of
the rights of a shareholder with respect to the Restricted Shares, including the Unvested
Restricted Shares while they are held in escrow, including the right to vote the Restricted Shares
and to receive any and all dividends and other distributions made with respect to the Restricted
Shares. Without limiting the preceding sentence, Grantee shall be entitled to receive any cash
dividends or other cash distributions paid or made by the Company with respect to the Unvested
Restricted Shares, without deposit into escrow, and any other distributions of property with
respect to the Unvested Restricted Shares shall be deposited into escrow in accordance with Section
8(b). Upon any forfeiture of Unvested Restricted Shares, Grantee shall have no further rights with
respect to those Unvested Restricted Shares, but the forfeiture of Unvested Restricted Shares shall
not invalidate any votes or consents made or executed by Grantee with respect to those Unvested
Restricted Shares before their forfeiture or create any obligation to repay any cash dividend or
other cash distribution received with respect to those Unvested Restricted Shares before their
forfeiture.



     7. Escrow of Restricted Shares.



     (a) To ensure the availability for delivery of Unvested Restricted Shares upon forfeiture in
accordance with Section 2 and to ensure satisfaction of the Withholding Liability regarding Vested
Restricted Shares in accordance with Section 13(a), Grantee shall, upon execution of this
Agreement, deliver and deposit with an escrow holder designated by the Company (the “Escrow
Holder”) the share certificate(s) representing the Unvested Restricted Shares, together with
corresponding stock assignment(s), in the form attached hereto as Exhibit B, duly endorsed
in blank. The Unvested Restricted Shares and stock assignment(s) shall be held by the Escrow
Holder, pursuant to the Joint Escrow Instructions of the Company and Grantee attached hereto as
Exhibit C, until either (i) those Unvested Restricted Shares are forfeited in accordance
with Section 2 or (ii) the Forfeiture Restrictions terminate or lapse regarding those Unvested
Restricted Shares, which thereby become Vested Restricted Shares, and the Withholding Liability
regarding those Vested Restricted Shares is satisfied.



     (b) The Escrow Holder shall not be liable for any act that he or she may do or omit to do with
respect to holding the Restricted Shares and/or any other property in escrow while acting in good
faith and in the exercise of his or her judgment.



     (c) Upon the forfeiture of all or any of the Unvested Restricted Shares to the Company in
accordance with Section 2, the Escrow Holder, upon receipt of written notice from the Company,
shall take all steps necessary to accomplish the transfer of those Unvested Restricted Shares to
the Company.



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     (d) Upon the termination or lapse of the Forfeiture Restrictions regarding all or any of the
Unvested Restricted Shares and upon the Company’s acknowledgment that the corresponding Withholding
Liability is satisfied, the Escrow Holder shall promptly deliver to Grantee the certificate(s)
representing those Vested Restricted Shares.



     8. Capital Adjustments and Distributions.



     (a) The number of the Restricted Shares shall be adjusted in accordance with the provisions of
the first paragraph of Section 14 of the Plan.



     (b) Any new, substituted, or additional securities or other property (including any money paid
other than as a regular cash dividend) that is, by reason of any stock dividend, stock split,
recapitalization, or other change in the outstanding Common Stock, distributed on or with respect
to, or exchanged for, (i) the Unvested Restricted Shares shall immediately be subject to the
Forfeiture Restrictions, the forfeiture provisions of Section 2, and the escrow requirement of
Section 7, all to the same extent as the Unvested Restricted Shares on or with respect to which
such distribution or exchange was made, and (ii) the Vested Restricted Shares that are held by the
Escrow Holder shall immediately be subject to the escrow requirement of Section 7, to the same
extent as the Vested Restricted Shares on or with respect to which such distribution or exchange
was made. Appropriate adjustments, as determined by the Committee, to reflect the distribution or
exchange of such securities or other property shall be made to the number of the Restricted Shares
in order to reflect any such event.



     9. Administration. The Committee shall interpret this Agreement and shall prescribe
such rules and regulations in connection with the operation of this Agreement as the Committee
determines (in good faith) to be advisable. The Committee may rescind and amend its rules and
regulations from time to time. The good-faith interpretation by the Committee of any of the
provisions of this Agreement shall be final and binding upon the Parties.



     10. Effect of Agreement. Neither the execution or effectiveness of this Agreement nor
any action of the Board or the Committee in connection with or relating to this Agreement shall be
deemed to give Grantee any rights except as may be expressed in this Agreement. The existence of
the Plan and this Agreement shall not affect in any way the right of the Board, the Committee, or
the shareholders of the Company to make or authorize any adjustment, recapitalization,
reorganization, or other change in the Company’s capital structure or its business, any merger or
consolidation or other transaction involving the Company, any issuance of other shares of Common
Stock or any other securities of the Company (including bonds, debentures, or shares of preferred
stock ahead of or affecting the Common Stock or the rights thereof), the dissolution or liquidation
of the Company or any sale or transfer of all or any part of the Company’s assets or business, or
any other corporate act or proceeding by or for the Company. Nothing in the Plan or in this
Agreement shall confer upon Grantee any right with respect to the Grantee’s employment with the
Company or affect or interfere in any way with the right of either the Company or Grantee to
terminate Grantee’s employment; the Parties acknowledge and agree that their respective rights and
obligations regarding Grantee’s employment or the termination thereof are governed by the
Employment Agreement.



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     11. Refusal to Transfer. The Company shall not be required to (i) transfer on its
books, or authorize the Company’s transfer agent to transfer on its books, any Unvested Restricted
Shares, or any Vested Restricted Shares held by the Escrow Holder pending satisfaction of the
corresponding Withholding Liability, purported to have been sold or otherwise transferred in
violation of any of the provisions of the Plan or this Agreement, or (ii) treat as owner of such
Unvested Restricted Shares, or accord the right to vote or to any dividends or
other distributions to, any purchaser or other transferee to whom or which such Unvested
Restricted Shares have been purported to be so transferred.



     12. Legend. If the Company so determines, the share certificate(s) representing the
Unvested Restricted Shares, and any Vested Restricted Shares held by the Escrow Holder pending
satisfaction of the corresponding Withholding Liability, may be endorsed with the following legend,
in addition to any legend required under applicable securities laws:



THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE AND TO CERTAIN RESTRICTIONS ON
RESALE AND TRANSFER. NONE OF THE SHARES MAY BE TRANSFERRED EXCEPT AS SET FORTH IN THAT CERTAIN
RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF
WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.



     13. Tax Matters.



     (a) If the Company becomes obligated to withhold an amount on account of any federal, state,
or local tax imposed because of the grant or sale of the Restricted Shares to Grantee under this
Agreement or the termination or lapse of the Forfeiture Restrictions regarding any of the Unvested
Restricted Shares under this Agreement, including any federal, state, or other income tax, any
FICA, or any disability insurance or employment tax, then Grantee shall pay that amount (the
“Withholding Liability”) to the Company on or promptly after the date of the event that
imposes the obligation to withhold on the Company. Payment of the Withholding Liability to the
Company shall be made in cash, by certified or cashier’s check payable to the Company, or in any
other form acceptable to the Committee. Grantee hereby acknowledges and agrees that the Company
may withhold or offset the Withholding Liability from any compensation or other amounts payable to
Grantee from the Company if Grantee does not pay the Withholding Liability to the Company, and
Grantee agrees that the Company’s withholding and offset of any such amount, and the payment of it
to the relevant taxing authority or authorities, shall constitute full satisfaction of the
Company’s obligation to pay any such compensation or other amounts to Grantee. Further, unless the
Committee otherwise determines, the Company’s obligation to deliver any Vested Restricted Shares,
or any stock certificate or certificates representing Vested Restricted Shares, to Grantee shall be
subject to, and conditioned upon, payment of the Withholding Liability. Accordingly, the Company
shall be entitled to cause the Escrow Holder to continue to hold the stock certificate or
certificates representing any Vested Restricted Shares until the Withholding Liability
corresponding to those Vested Restricted Shares has been or is satisfied. The Company shall also
be entitled to cause a sale or sales of Vested Restricted Shares on behalf of Grantee pursuant to
which all or a portion of the proceeds are paid to the Company to satisfy the Withholding Liability
and all remaining



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proceeds (if any) are delivered to Grantee, and Grantee agrees to take all such
action as may be necessary or appropriate to effect such sales.



     (b) Grantee has reviewed with his own tax advisor(s) the federal, state, and local tax
consequences of this acquisition of the Restricted Shares and the other transactions contemplated
by this Agreement. Grantee is relying solely on such advisor(s) and not on any statements or
representations of the Company or any of its agents. Grantee understands and agrees that he, and
not the Company, shall be responsible for his own tax liability that may arise as a result of
the transactions contemplated by this Agreement. Grantee understands that Section 83 of the
Internal Revenue Code (including any amendments and successor provisions to section and any
regulations promulgated under such section), taxes as ordinary income the difference between the
purchase price for the Restricted Shares and the fair market value of the Restricted Shares as of
the date any restrictions on the Restricted Shares terminate or lapse. In this context,
“restriction” includes the Forfeiture Restrictions under Section 2. Grantee understands that he
may elect to be taxed at the time the Restricted Shares are granted, rather than when and as the
restrictions terminate or lapse (if ever), by filing an election under Section 83(b) of the
Internal Revenue Code with the Internal Revenue Service within thirty (30) days from the Effective
Date. GRANTEE ACKNOWLEDGES THAT IT IS HIS SOLE RESPONSIBILITY (AND NOT THE COMPANY’S) TO FILE
TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THAT FILING ON HIS BEHALF.



     14. Entire Agreement; Governing Law. This Agreement and the Plan constitute the
entire agreement of the Parties with respect to the subject matter hereof and supersede all prior
undertakings and agreements of the Parties with respect to the subject matter hereof. Nothing in
the Plan or in this Agreement (except as expressly provided herein) is intended to confer any
rights or remedies on any person other than the Parties. This Agreement is to be construed in
accordance with, enforced under, and governed by the laws of the State of Texas.



     15. Amendment; Waiver. The Committee may at any time or from time to time amend this
Agreement in any respect, except that no amendment that adversely affects Grantee may be effected
without a writing signed by the Parties. Any provision of this Agreement for the benefit of the
Company may be waived by the Committee or the Board. Unless otherwise expressed in the waiver,
such a waiver in one instance or with respect to one provision of this Agreement shall not be
deemed to be a waiver in any other instance or with respect to any other provision of this
Agreement.



     16. Effectiveness and Term. This Agreement is effective upon the Effective Date, and
it shall continue in effect until the first to occur of (i) the termination or lapse of the
Forfeiture Restrictions, and the satisfaction of all of the corresponding Withholding Liability,
regarding all of the Restricted Shares, or (ii) all of the Restricted Shares are transferred to the
Company, unless sooner terminated by the Parties.



     17. Interpretive Matters. Whenever required by the context, pronouns and any
variation thereof used in this Agreement shall be deemed to refer to the masculine, feminine, or
neuter, and the singular shall include the plural, and vice versa. The term “include” or



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“including” does not denote or imply any limitation. The term “business day” means
any Monday through Friday other than such a day on which banks are authorized to be closed in the
State of Texas. Each reference in this Agreement to a “Section” shall be deemed to be to a
section of this Agreement, unless otherwise stated. The captions and headings used in this
Agreement are inserted for convenience and shall not be deemed a part of this Agreement for
construction or interpretation.



     18. Venue. Any suit, action, or proceeding arising out of or relating to this
Agreement shall be brought in the United States District Court for the Northern District of Texas
or in a Texas state court in Dallas County, Texas, and the Parties shall submit to the jurisdiction
of such court. Each of the Parties irrevocably waives, to the fullest extent permitted by law, any
objection it or he may have to the laying of venue for any such suit, action, or proceeding brought
in such court. EACH OF THE PARTIES ALSO EXPRESSLY WAIVES ANY RIGHT IT OR HE HAS OR MAY HAVE TO A
JURY TRIAL OF ANY SUCH SUIT, ACTION, OR PROCEEDING.



     19. Severability and Reformation. If any provision of this Agreement is held to be
illegal, invalid, or unenforceable under present or future law, such provision shall be fully
severable and severed, and this Agreement shall be construed and enforced as if such illegal,
invalid, or unenforceable provision were never a part hereof, and the remaining provisions of the
Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid,
or unenforceable provision or its severance.



     20. Notice. Any notice or other communication required or permitted hereunder shall
be given in writing and shall be deemed given, effective, and received upon prepaid delivery in
person or by courier, or upon the earlier of delivery or the third business day after deposit in
the United States mail if sent by certified mail, with postage and fees prepaid, in any case
addressed to the other Party at its or his address as shown beneath its or his signature to this
Agreement, or to such other address as such Party may designate in writing from time to time by
notice to the other Party in accordance with this Section 20.



ACE CASH EXPRESS, INC.




	 	 	 	 	 
	 	 	 
	 	By:  	                                      /s/ WALTER E. EVANS
 	 
	 	 	 	 



	 	 	 	 	 
	 

	 	Address:
	 	1231 Greenway Drive
	 

	 	 	 	Suite 600
	 

	 	 	 	Irving, Texas 75038






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GRANTEE ACKNOWLEDGES AND AGREES THAT THE FORFEITURE RESTRICTIONS ON THE RESTRICTED SHARES SHALL
TERMINATE OR LAPSE, IF AT ALL, ONLY AS EXPRESSLY STATED IN THIS AGREEMENT (NOT THROUGH THE GRANT OF
THE RESTRICTED STOCK AWARD OR THE ISSUANCE OF THE RESTRICTED SHARES). GRANTEE FURTHER ACKNOWLEDGES
AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON GRANTEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF GRANTEE’S EMPLOYMENT OR TO ANY FUTURE AWARDS.



	 	 	 	 	 
	DATED: January 23, 2006

	 	SIGNED:
	 	/s/ JAY B. SHIPOWITZ
	 

	 	 	 	JAY B. SHIPOWITZ






	 	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 






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Exhibit A to Restricted Stock Agreement




“CHANGE OF CONTROL”



The following are definitions of “Change of Control” and of various terms used in the
definition of “Change of Control”.



“Change of Control” means the occurrence of any one or more of the following:





	(i)	 	Any Person becomes an Acquiring Person, except as the result of (A) any acquisition of Voting
Securities of the Company by the Company or (B) any acquisition of Voting Securities of the
Company directly from the Company (as authorized by the Board).
	 
	(ii)	 	Individuals who constitute the Incumbent Board cease for any reason to constitute at least a
majority of the Board; and for this purpose, any individual who becomes a member of the Board
after the date of this Agreement whose election, or nomination for election by holders of the
Company’s Voting Securities, was approved by the vote of at least a majority of the
individuals then constituting the Incumbent Board shall be considered a member of the
Incumbent Board (except that any such individual whose initial election as director occurs as
the result of an actual or threatened election contest, within the meaning of Rule 14a-11
under the Exchange Act, or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board shall not be so considered).
	 
	(iii)	 	The consummation of a reorganization, merger, share exchange, consolidation, or sale or
disposition of all or substantially all of the assets of the Company unless, in any case, the
Persons who or which Beneficially Own the Voting Securities of the Company immediately before
that transaction Beneficially Own, directly or indirectly, immediately after the transaction,
at least 75% of the Voting Securities of the Company or any other corporation or other entity
resulting from or surviving the transaction (including a corporation or other entity which, as
the result of the transaction, owns all or substantially all of Voting Securities of the
Company or all or substantially all of the Company’s assets, either directly or indirectly
through one or more subsidiaries) in substantially the same proportion as their respective
ownership of the Voting Securities of the Company immediately before that transaction.
	 
	(iv)	 	The Company’s shareholders approve a complete liquidation or dissolution of the Company.




“Acquiring Person” means any Person (other than an Excluded Person) who or which, alone or
together with all Affiliates and Associates of that Person, is the Beneficial Owner of 25% or more
of the Voting Securities of the Company then outstanding.



“Affiliate” and “Associate” have the respective meanings ascribed to them in Rule
12b-2 under the Exchange Act.




A-1




 









 







“Beneficial Owner” means beneficial owner as defined in Rule 13d-3 under the Exchange Act.
(“Beneficially Owns” has the correlative meaning.) Any calculation of the number of Voting
Securities outstanding at any particular time, including for purposes of determining the particular
percentage of such outstanding Voting Securities of which any Person is the Beneficial Owner, shall
be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) under the Exchange Act.



“Board” means the Board of Directors of the Company.



“Company” means Ace Cash Express, Inc., a Texas corporation.



“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.



“Excluded Person” means:





	(i)	 	Grantee or any group (within the meaning of Section 13(d)(3) of the Exchange Act) of which
Grantee is a member;
	 
	(ii)	 	any Person that controls (as defined in Rule 12b-2 under the Exchange Act) the Company as of
the date of the Agreement or any group of which any such Person is a member;
	 
	(iii)	 	any employee-benefit plan, or related trust, sponsored or maintained by the Company or any
of its subsidiaries, or any trustee or other fiduciary thereof; or
	 
	(iv)	 	any corporation or other entity owned directly or indirectly by the shareholders of the
Company in substantially the same proportions as their ownership of the Voting Securities of
the Company.




“Grantee” means Jay B. Shipowitz.



“Incumbent Board” means the members of the Board on the effective date of the Agreement
(subject, however, to clause (ii) of the definition of “Change of Control”).



“Person” means any individual, firm, corporation, partnership, limited liability company,
trust, or other entity, including any successor (by merger or otherwise) of such entity.



“Voting Securities” means securities or other interests having by their terms ordinary
voting power to elect members of the board of directors of a corporation or individuals serving
similar functions for a noncorporate entity.




A-2




 









 








Exhibit B to Restricted Stock Agreement




ASSIGNMENT SEPARATE FROM CERTIFICATE




     FOR VALUE RECEIVED, I,                     , hereby sell, assign, and transfer unto Ace
Cash Express, Inc. (the “Company”) or                      a total of                     
(                    ) shares of the Company’s Common Stock standing in my name in the share transfer
records of the Company represented by Certificate No.                      delivered herewith and do hereby
irrevocably constitute and appoint                      as attorney-in-fact, with full power
of substitution, to transfer such shares in the share transfer records of the Company.



	 	 	 
	/s/ JAY B. SHIPOWITZ
 

(Signature)

	 	 






	 	 	 
	Jay B. Shipowitz
 

(Printed name)

	 	 






INSTRUCTIONS:



Please do not fill in any blanks other than the signature and printed name lines. The purpose of
this assignment is to enable the transfer of shares upon forfeiture under the Restricted Stock
Agreement, without requiring additional signatures on the part of Grantee.




B-1





 










 






Exhibit C to Restricted Stock Agreement



JOINT ESCROW INSTRUCTIONS




                                        , 200                    




 




Walter E. Evans

Ace Cash Express, Inc.

1231 Greenway Drive, Suite 600

Irving, TX 75038



Dear Walt:



As Escrow Agent for both Ace Cash Express, Inc., a Texas corporation (the “Company”), and
Jay B. Shipowitz (“Grantee”) of 70,000 restricted shares of Common Stock, $0.01 par value
per share, of the Company (the “Restricted Shares”) under that certain Restricted Stock
Agreement between the Company and Grantee dated as of this date (the “Agreement”), you are
hereby authorized and directed to hold the Restricted Shares, the stock certificate(s) evidencing
the Restricted Shares, and any other property and documents delivered to you pursuant to the
Agreement (all of which shall be part of the “Restricted Shares” hereunder) in accordance
with the following instructions:





	1.	 	In the event any or all of the Restricted Shares are forfeited under the Agreement, the
Company shall give Grantee and you a written notice of forfeiture (the “Notice”) which
sets forth the number of the Restricted Shares to be forfeited under the Agreement (the
“Forfeited Shares”). Grantee and the Company hereby irrevocably authorize and direct
you to complete the transaction described in the Notice in accordance with the terms of the
Notice.
	 
	2.	 	To complete the forfeiture of the Shares described in the Notice, you are directed to (a)
complete, as appropriate, the stock assignment(s) necessary for the transfer of Forfeited
Shares as described in the Notice, and (b) deliver them, together with the certificate(s)
evidencing the Forfeited Shares to be transferred, to the Company. You are then directed to
deliver to Grantee (i) the certificate(s) evidencing any of the Restricted Shares that are not
Forfeited Shares (“Vested Restricted Shares”) as to which the Company has acknowledged
that the Withholding Liability (as defined in the Agreement) has been or is satisfied, and
(ii) any other property to which Grantee is entitled under the Agreement. Unless otherwise
then instructed by the Company, you shall continue to hold any then Vested Restricted Shares
as to which the Company has not acknowledged to you that the Withholding Liability has been or
is satisfied.
	 
	3.	 	Grantee irrevocably authorizes the Company to deposit with you any and all certificates
evidencing the Restricted Shares and corresponding stock assignments, and any additions to and
substitutions for the Restricted Shares as described in the Agreement, to be held by you
hereunder. Grantee hereby irrevocably constitutes and appoints you as his










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	 	 	attorney-in-fact and agent for the term of this escrow to execute, with respect to such
Restricted Shares, all documents necessary or appropriate to make such Restricted Shares
negotiable and to complete any transaction herein contemplated. Subject to the provisions
of this paragraph 3, Grantee shall be entitled to exercise all rights and privileges of a
shareholder of the Company with respect to the Restricted Shares while the Restricted Shares
are held by you.
	 
	4.	 	Upon the termination or lapse of the Forfeiture Restrictions regarding any or all of the
Restricted Shares under the Agreement, such that they become Vested Restricted Shares, and
upon the Company’s acknowledgment to you that the corresponding Withholding Liability has been
or is satisfied, you shall deliver to Grantee one or more certificates representing those
Vested Restricted Shares and any corresponding property to which Grantee is then entitled
under the Agreement. Notwithstanding the termination or lapse of the Forfeiture Restrictions
regarding any or all of the Restricted Shares under the Agreement, such that they become
Vested Restricted Shares, you shall continue to hold the certificate or certificates
representing those Vested Restricted Shares, and any corresponding property, hereunder until
receipt of the Company’s acknowledgment that the Withholding Liability corresponding to those
Vested Restricted Shares has been or is satisfied (which, the Company and Grantee have agreed,
may be effected at the Company’s instruction through a sale or sales of Vested Restricted
Shares on behalf of Grantee pursuant to which all or a portion of the proceeds are paid to the
Company to satisfy the Withholding Liability and all remaining proceeds, if any, are delivered
to Grantee).
	 
	5.	 	If, at the time of termination of this escrow (i.e., upon either (a) the termination or lapse
of the Forfeiture Restrictions regarding all of the Restricted Shares and the satisfaction of
all of the corresponding Withholding Liability, or (b) transfer of all of the Forfeited Shares
to the Company, in accordance with the Agreement), you should have in your possession any
documents, securities, or other property belonging to Grantee, you shall deliver all of the
same to the Grantee and shall be discharged of all further obligations hereunder.
	 
	6.	 	Your duties hereunder may be altered, amended, modified, or revoked only by a writing signed
by all of the parties hereto.
	 
	7.	 	You shall be obligated only for the performance of such duties as are specifically set forth
herein and may rely, and shall be protected in relying when acting or refraining from acting,
on any instrument reasonably believed by you to be genuine and to have been signed or
presented by the proper party or parties. You shall not be personally liable for any act you
may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Grantee while acting
in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith.
	 
	8.	 	You are hereby expressly authorized to disregard any and all warnings given by any of the
other parties hereto or by any other person or entity, excepting only orders or process of
courts of law, and are hereby expressly authorized to comply with and obey orders, judgments,
or decrees of any court. In case you obey or comply with any such order, judgment, or decree,
you shall not be liable to any of the other parties hereto or to any










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		 	other person or entity by reason of such compliance, notwithstanding any such order,
judgment, or decree being subsequently reversed, modified, annulled, set aside, vacated, or
found to have been entered without jurisdiction.
	 
	9.	 	You shall not be liable in any respect on account of the identity, authorities, or rights of
the parties executing or delivering, or purporting to execute or deliver, the Agreement or any
documents or papers deposited or called for hereunder.
	 
	10.	 	You shall be entitled to employ such legal counsel and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder, may rely upon
the advice of such counsel, and may pay such counsel reasonable compensation therefor, for
which you will be reimbursed by the Company.
	 
	11.	 	Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an
officer, employee, or agent of the Company or if you shall resign by written notice to each
other party hereto. In the event of any such termination, the Company shall appoint a
successor Escrow Agent.
	 
	12.	 	If you reasonably require other or further instruments in connection with these Joint Escrow
Instructions or any obligations in respect hereto, the necessary party or parties hereto shall
join in furnishing such instruments.
	 
	13.	 	It is understood and agreed that should any dispute arise with respect to the delivery and/or
ownership or right of possession of the Restricted Shares or any other property held by you
hereunder, you are authorized and directed to retain in your possession, without liability to
anyone, all or any part of such property until such dispute shall have been settled either by
mutual written agreement of the parties concerned or by a final order, decree, or judgment of
a court of competent jurisdiction after the time for appeal has expired and no appeal has been
perfected, but you shall be under no duty whatsoever to institute or defend any such
proceedings.
	 
	14.	 	Any notice required or permitted hereunder shall be given in writing and shall be given by
personal or courier delivery or deposit in the United States mail, by registered or certified
mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled
at the following addresses or at such other addresses as a party may designate by advance
written notice to each of the other parties hereto:





	 	 	 	 	 	 	 	 	 
	If to the Company:	 	Ace Cash Express, Inc.

1231 Greenway Drive
Suite 600

Irving, Texas 75038

Attention:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	If to Grantee:	 	Jay B. Shipowitz	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





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	If to the Escrow Agent:	 	Walter E. Evans

c/o 1231 Greenway Drive

Suite 600

Irving, Texas 75038	 	 	 	 







	 	 	Any notice so given by personal or courier delivery shall be deemed to have been duly given
upon delivery, and any notice so given by United States mail shall be deemed to have been
duly given upon the earlier of receipt by the addressee or the third business day after
deposit in the mail.
	 
	15.	 	By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of
the Joint Escrow Instructions; you do not become a party to the Agreement.
	 
	16.	 	This instrument shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
	 
	17.	 	These Joint Escrow Instructions shall be governed by, and construed and enforced in
accordance with, the laws of the State of Texas.





	 	 	 	 	 
	Very truly yours,	 	 
	 
	 	 	 	 
	ACE CASH EXPRESS, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ WALTER E. EVANS	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	GRANTEE:	 	 
	 
	 	 	 	 
	/s/ JAY B. SHIPOWITZ	 	 
	 	 	 
	JAY B. SHIPOWITZ	 	 
	 
	 	 	 	 
	ESCROW AGENT:	 	 
	 
	 	 	 	 
	/s/ WALTER E. EVANS	 	 
	 	 	 
	WALTER E. EVANS	 	 







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