exv10w24



 





EXHIBIT 10.24




DIRECTOR STOCK OPTION AGREEMENT

UNDER THE RENT-A-CENTER, INC.

2006 LONG-TERM INCENTIVE PLAN




     THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of the ___day
of ___, 20___, by and between RENT-A-CENTER, INC., a Delaware corporation (the
“Company”), and ___( the “Optionee”).



W I T N E S S E T H:




     WHEREAS, pursuant to the Rent-A-Center, Inc. 2006 Long-Term Incentive Plan (the
“Plan”), the Company desires to grant to the Optionee, and the Optionee desires to accept,
an option to purchase shares of the Company’s common stock, par value $0.01 per share (the
“Common Stock”), upon the terms and conditions set forth in this Agreement and the Plan.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and
other good and valuable consideration, the parties hereto agree as follows:



     1. Grant. The Company hereby grants to the Optionee an option to purchase up to ___
shares of Common Stock, at a purchase price of $___ per share pursuant to the Plan.



     2. Exercise Period. This option shall be fully vested on the date of grant and may be
exercised in whole or in part at any time prior to the tenth anniversary of the date hereof. Unless
terminated sooner, this option will expire on the tenth anniversary of the date hereof if and to
the extent it has not been previously exercised.



     (a) Non-Transferability. This option may not be assigned or transferred except in
accordance with the Plan on the Optionee’s death or pursuant to inter vivos transfer approved by
the Compensation Committee.



     3. Exercise of Option. This option may be exercised by transmitting to the Secretary
of the Company (or such other person designated by the Company) a written notice specifying the
number of shares being purchased, together with payment in full of the exercise price. As soon as
practicable after this option is duly exercised, the Company will deliver to the Optionee a
certificate for the number of shares of Common Stock purchased by the Optionee pursuant to such
exercise. The Optionee shall have no rights as a stockholder with respect to any shares of Common
Stock covered by this option unless and until the shares of Common Stock are issued pursuant to the
exercise of this option.



     4. Compliance with Law. The Company will not be obligated to issue or deliver shares
of Common Stock pursuant to this option unless the issuance and delivery of such shares complies
with applicable law, including, without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and the requirements of any stock exchange or market
upon which the Common Stock may then be listed. The Company may prevent or delay the exercise of
this option if and to the extent the Company deems necessary or advisable in order to avoid a
violation of applicable law or its own policies regarding the purchase and sale of Common Stock.
If, during the period of any such ban or delay, the term of



 









 






this option would expire, then the term of this option will be extended for thirty (30) days
after the Company removes the restriction against exercise.



     5. Transfer Orders; Legends. All certificates for shares of Common Stock delivered
under this option shall be subject to such stock-transfer orders and other restrictions as the
Company may deem advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange or market upon which the Common Stock may then be
listed, and any applicable federal or state securities law. The Company may cause a legend or
legends to be placed on any such certificates to make appropriate reference to such restrictions.



     6. Provisions of the Plan. The provisions of the Plan, the terms of which are hereby
incorporated by reference, shall govern if and to the extent that there are inconsistencies between
those provisions and the provisions hereof. The Optionee acknowledges receipt of a copy of the Plan
prior to the execution of this Agreement. Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Plan.



     7. Miscellaneous This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted assigns. This Agreement
constitutes the entire agreement between the parties with respect to the subject matter hereof and,
except as otherwise provided in the Plan, may not be modified other than by written instrument
executed by the parties.



     IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.



	 	 	 
	RENT-A-CENTER, INC.
	 
	 	 
	By:
	 	 
	 

	 	 
	 

	 	     Robert D. Davis
	 

	 	     Senior Vice President — Finance,
	 

	 	     Chief Financial Officer and Treasurer
	 
	 	 
	 
	 	 
	 
	Optionee Signature