Unassociated Document


    EXHIBIT
10.1

    


    FORM
OF SHARE EXCHANGE AGREEMENT

    


    This SHARE EXCHANGE AGREEMENT (the
“Agreement”)
is entered into this _____ of _____, 20__, by and among AARON’S, INC., a Georgia
corporation (the “Company”)
and _______________ (the
“Shareholder”).

    


    R
E C I T A L S:

    


    A.           The
Shareholder is the owner of shares of the Company’s Class A Common Stock, Par
Value $0.50 Per Share (the “Voting
Shares”).

    


    B.           The
Shareholder desires to transfer to the Company ___________ Voting Shares in
exchange for shares of the Company’s Common Stock, Par Value $0.50 Per Share
(the “Non-Voting
Shares”), and the Company desires to issue to the Shareholder Non-Voting
Shares in exchange for the Shareholder’s Voting Shares.

    


    In consideration of the foregoing, the
agreements set forth below and other good and valuable consideration, the
parties hereby agree as follows:

    


    1. Exchange
of Shares.  The Shareholder hereby sells, transfers and conveys
to the Company all right, title and interest in _________ Voting Shares, free
and clear of all liens, security interests and encumbrances.  In
consideration thereof, the Company hereby issues to the Shareholder _______
Non-Voting Shares, free and clear of all liens, security interests and
encumbrances.

    


    The parties acknowledge and agree that
the number of Non-Voting Shares issued for the Shareholder’s Voting Shares is
equal to the quotient (rounded to the nearest whole number) of:

    


    
      	
              a.  

            	
              The
      product of (i) the number of Voting Shares being tendered to the Company
      for exchange by the Shareholder multiplied by (ii) the
      average, without regard to volume, of the closing sales prices of one
      Voting Share on the New York Stock Exchange during the thirty (30)
      consecutive trading days, not including days on which there is no trading
      activity, ending on the ______ trading day preceding the date
      hereof;

            


    

    


    divided
by

    


    
      	
              b.  

            	
              the
      average, without regard to volume, of the closing sales prices of one
      Non-Voting Share on the New York Stock Exchange during the thirty (30)
      consecutive trading days, not including days on which there is no trading
      activity, ending on the __________ trading day preceding the date
      hereof.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2. Appointment
of Company as Power of Attorney.  The Shareholder hereby
irrevocably appoints the Company or any of its officers to be his true and
lawful attorney-in-fact, with full power of substitution, and empowers such
attorney, for and in the name and stead of such attorney, to cancel, sell,
transfer, hypothecate, liquidate or otherwise dispose of all of or any portion
of the Shareholder’s Voting Shares, from time to time, and, for that purpose, to
make, sign, execute and deliver any documents or perform any other act necessary
for such cancellation, sale, transfer, hypothecation, liquidation or other
disposition.  The Shareholder acknowledges that this appointment is
coupled with an interest and shall not be revocable by the Shareholder’s death,
dissolution or any other reason.  The Shareholder hereby ratifies and
approves all acts that such attorney or any substitute therefor shall do by
virtue hereof.

    


    3. Representations
and Warranties of the Shareholders.  The Shareholder hereby
represents and warrants as follows:

    


    
      	
              a.  

            	
              The
      Shareholder has the requisite capacity, power and authority to execute and
      deliver this Agreement and to consummate the transactions contemplated
      hereby and to perform his or its obligations hereunder.  This
      Agreement has been duly authorized, executed, and delivered by the
      Shareholder and is the legal, valid, and binding obligation of the
      Shareholder enforceable against the Shareholder in accordance with its
      terms.

            


    

    


    
      	
              b.  

            	
              Neither
      the execution, delivery, and performance of this Agreement by the
      Shareholder, nor the consummation of the transactions contemplated hereby
      will (a) contravene or violate any law or rule to which the Shareholder is
      subject, (b) contravene or violate any judgment, order, injunction, or
      decree of any court, arbitrator, or governmental authority or agency that
      is applicable to the Shareholder, or (c) violate, be in conflict with,
      result in the breach of, or require the consent of any other party to, any
      contract, agreement or commitment or any order, to which the Shareholder
      is a party or by which his assets and properties, including, without
      limitation, his Voting Shares, is subject or
  bound.

            


    

    


    
      	
              c.  

            	
              The
      Shareholder has good and valid title to all of the Voting Shares being
      transferred to the Company by the Shareholder, in each case free and clear
      of all liens, security interests and encumbrances, and after the transfer
      of the Voting Shares contemplated herein, the Company will have good and
      valid title to all of the Voting Shares being transferred by the
      Shareholder, free and clear of all liens, security interests and
      encumbrances.

            


    

    


    
      	
              d.  

            	
              The
      Shareholder has such knowledge and experience in business and financial
      matters as to be capable of evaluating the merits and risks of an
      investment in the Non-Voting Shares and protecting his own interests in
      connection with such an investment.  The Shareholder has
      reviewed the public filings of the Company available the Securities &
      Exchange Commission’s website,
www.sec.gov.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4. Indemnification.  The
Shareholder shall indemnify and hold harmless the Company, any corporation or
entity affiliated therewith, any officers, directors, and employees of any of
the foregoing, and any professional advisors to any of the foregoing, from and
against any and all loss, damage, liability, or expense, including costs and
reasonable attorney fees, to which they may become subject, or which they may
incur by reason of or in connection with any misrepresentation made by the
Shareholder herein, any breach of the Shareholder’s representations and
warranties made herein, the Shareholder’s failure to fulfill any of his
covenants or agreements set forth herein and the Shareholder’s failure to comply
with applicable law in connection with the transactions set forth
herein.

    


    
      	
              5.  

            	
              Miscellaneous.

            


    

    


    
      	
              a.  

            	
              This
      Agreement shall be governed and construed in accordance with the laws of
      the State of Georgia.

            


    

    


    
      	
              b.  

            	
              This
      Agreement contains the entire agreement between the parties with respect
      to the matters addressed hereby.  The provisions of this
      Agreement may not be modified or waived except in
  writing.

            


    

    


    
      	
              c.  

            	
              The
      representations and warranties of the Shareholder set forth herein shall
      survive the exchange of Voting Shares for Non-Voting Shares pursuant to
      this Agreement.

            


    

    


    
      	
              d.  

            	
              This
      Agreement, and the rights, powers and duties set forth herein shall,
      except as otherwise set forth herein, bind and inure to the benefit of the
      heirs, executors, administrators, legal representatives and successors of
      the parties hereto.  The Shareholders may not assign any of the
      Shareholders’ rights or interests in and under this Agreement, and any
      attempted assignment shall be void and without
  effect.

            


    

    


    
      	
              e.  

            	
              The
      parties shall keep this Agreement and the subject matter hereof strictly
      confidential, except that the Company may make any disclosure regarding
      this Agreement and the subject matter hereof necessary or advisable under
      applicable law.

            


    

    


    


    [Signature Page
Follows]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN WITNESS WHEREOF, the
parties have executed and delivered this Agreement effective as of the date
first above written.


    
      
        	 	 	 
	 	 	 
	 	AARON’S,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name:	 
	 	 	      
                Title:

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	[Shareholder]