exv10w11



 





Exhibit 10.11




Restricted Stock Agreement




Cash Systems, Inc.

2005 Equity Incentive Plan




     THIS AGREEMENT, made effective as of this ___day of ___, 2006, by and between Cash Systems,
Inc., a Delaware corporation (the “Company”), and ___(“Participant”).



W I T N E S S E T H:




     WHEREAS, the Participant on the date hereof is a consultant or advisor to, or a key employee,
officer, or director of the Company or one of its Subsidiaries; and



     WHEREAS, the Company wishes to grant a restricted stock award to Participant for shares of the
Company’s Common Stock pursuant to the Company’s 2005 Equity Incentive Plan (the “Plan”); and



     WHEREAS, the Administrator of the Plan has authorized the grant of a restricted stock award to
the Participant;



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




	1.	 	Grant of Restricted Stock Award. The Company hereby grants to Participant on the
date set forth above a restricted stock award (the “Award”) for ___shares of
Common Stock on the terms and conditions set forth herein, and subject to adjustment pursuant
to Section 13 of the Plan. The Company shall cause to be issued a stock certificate
representing such shares of Common Stock in the Participant’s name, and shall deliver such
certificate to the Participant; provided, however, that the Company shall place a legend on
such certificate describing the risks of forfeiture and other transfer restrictions set forth
in this Agreement and providing for the cancellation and return of such certificate if such
shares of Common Stock are forfeited as provided in Paragraph 2 below. Until such risks of
forfeiture have lapsed or the shares subject to this Aware have been forfeited pursuant to
Paragraph 2 below, the Participant shall be entitled to vote the shares represented by such
stock certificates and shall received all dividends attributable to such shares, but the
Participant shall not have any other rights as a shareholder with respect to such shares.
	 
	2.	 	Vesting of Restricted Stock






	 	a)	 	The shares of Stock subject to this Award shall remain forfeitable until the
risks of forfeiture lapse according to the following vesting schedule:




 









 











	 	 	 
	 	 	Cumulative Percentage
	Vesting Date	 	of Shares Vested
	 	 	 




If the Participant’s employment or other relationship with the Company or any Subsidiary ceases at
any time prior to a Vesting Date for any reason, including the Participant’s voluntary resignation
or retirement or termination by the Company, the Participant shall immediately forfeit all shares
of Stock subject to this Award which have not yet vested and for which the risks of forfeiture have
not lapsed.





	3.	 	Miscellaneous






	 	a)	 	Employment-At-Will This Agreement shall not confer on Participant any
right with respect to continuance of employment by or other relationship with the
Company or any of its Subsidiaries, nor will it interfere in any way with the right of
the Company or any of its Subsidiaries to terminate such employment or other
relationship. Participant’s employment or other relationship with the Company and its
Subsidiaries shall be employment-at-will, and nothing in this Agreement shall be
construed as creating an employment contract for any specified term between Participant
and the Company or any of its Subsidiaries.
	 
	 	b)	 	Securities Law Compliance. Participant shall not transfer or otherwise
dispose of the shares of Stock received pursuant to this Agreement until such time as
counsel to the Company shall have determined that such transfer or other disposition
will not violate any state or federal securities laws. The Participant may be required
by the Company, as a condition of the effectiveness of this restricted stock award, to
agree in writing that all Stock subject to this Agreement shall be held, until such
time that such Stock is registered and freely tradable under applicable state and
federal securities laws, for Participant’s own account without a view to any further
distribution thereof, that the certificates for such shares shall bear an appropriate
legend to that effect and that such shares will be not transferred or disposed of
except in compliance with applicable state and federal securities laws.
	 
	 	c)	 	Mergers, Recapitalizations, Stock Splits, Etc. Pursuant and subject to
Section 13 of the Plan, certain changes in the number or character of the Common Stock
of the Company (through sale, merger, consolidation, exchange, reorganization,
divestiture (including a spin-off), liquidation, recapitalization, stock split, stock
dividend, or otherwise) shall result in an adjustment, reduction or enlargement, as
appropriate, in Participant’s rights with respect to any shares of Common Stock for
which the risks of forfeiture have not lapsed (i.e. Participant shall have such
“anti-dilution” rights under the Award with respect to such events, but shall not have
“preemptive” rights).




 









 






	 	d)	 	Shares Reserved. The Company shall at all times during the term of
this Agreement reserve and keep available such number of shares as will be sufficient
to satisfy the requirements of this Agreement.
	 
	 	e)	 	Withholding Taxes. In order to permit the Company to comply with all
applicable federal or state income tax laws or regulations, the Company may take such
action as it deems appropriate to insure that, if necessary, all applicable federal or
state payroll, income, or other taxes are withheld from any amounts payable by the
Company to the Participant. If the Company is unable to withhold such federal and
state taxes, for whatever reason, the Participant hereby agrees to pay to the Company
an amount equal to the amount the Company would otherwise be required to withhold under
federal or state law.
	 
	 	f)	 	2005 Equity Incentive Plan. The Award evidenced by this Agreement is
granted pursuant to the Plan, a copy of which Plan has been made available to
Participant and is hereby incorporated into this Agreement. This Agreement is subject
to and in all respects limited and conditioned as provided in the Plan. All defined
terms of the Plan shall have the same meaning when used in this Agreement. The Plan
governs this Agreement, and in the event of any questions as to the construction of
this Agreement or in the event of a conflict between the Plan and this Agreement, the
Plan shall govern, except as the Plan otherwise provides.
	 
	 	g)	 	Lockup Period Limitation. Participant agrees that in the event the
Company advises Participant that it plans an underwritten public offering of its Common
Stock in compliance with the Securities Act of 1933, as amended, and that the
underwriter(s) seek to impose restrictions under which certain shareholders may not
sell or contract to sell or grant any option to buy or otherwise dispose of part of all
of their stock purchase rights of the underlying Common Stock, Participant hereby
agrees that for a period not to exceed 180 days from the prospectus, Participant will
not sell or contract to sell or grant an option to buy or otherwise dispose of this
Agreement or any of the underlying shares of Common Stock without the prior written
consent of the underwriter(s) or its representative(s).
	 
	 	h)	 	Blue Sky Limitation. Notwithstanding anything in this Agreement to the
contrary, in the even the Company makes any public offering of its securities and
determines, in its sole discretion, that it is necessary to reduce the number of issued
but unexercised stock purchase rights so as to comply with any state securities or Blue
Sky law limitations with respect thereto, the Board of Directors of the Company shall
accelerate the vesting of this restricted stock award, provided that the Company gives
Participant 15 days’ prior written notice of such acceleration. Notice shall be deemed
given when delivered personally or when deposited in the United States mail, first
class postage prepaid and addressed to Participant at the address of Participant on
file with the Company.
	 
	 	i)	 	Accounting Compliance. Participant agrees that, if a merger,
reorganization, liquidation, or other “transaction” as defined in Section 13 of the
Plan occurs, and




 









 






	 	 	 	Participant is an “affiliate” of the Company or any Subsidiary (as defined in
applicable legal and accounting principles) at the time of such transaction,
Participant will comply with all requirements of Rule 145 of the Securities Act of
1933, as amended, and the requirements of such other legal or accounting principles,
and will execute any documents necessary to ensure such compliance.
	 
	 	j)	 	Stock Legend. The Administrator may require that the certificates for
any shares of Common Stock purchased by Participant (or, in the case of death,
Participant’s successors) shall bear an appropriate legend to reflect the restrictions
of Paragraph 3(b) and Paragraphs 3(g) through 4(i) of this Agreement.
	 
	 	k)	 	Scope of Agreement. This Agreement shall bind and inure to the benefit
of the Company, its Subsidiaries and its successors and assigns the Participant and any
successor or successors of Participant permitted by this Agreement.
	 
	 	l)	 	Arbitration. Any dispute arising out of or relating to this Agreement
or the alleged breach of it, or the making of this Agreement, including claims of fraud
in the inducement, shall be discussed between the disputing parties in a good faith
effort to arrive at a mutual settlement of any such controversy. If, notwithstanding,
such dispute cannot be resolved, such dispute shall be settled by binding arbitration.
Judgment upon the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. The arbitrator shall be a retired state or federal judge or an
attorney who has practiced securities or business litigation for at least ten (10)
years. If the parties cannot agree on an arbitrator within twenty (20) days, any party
may request that the chief judge of the District Court of Clark County, Nevada, select
an arbitrator. Arbitration will be conducted pursuant to the provisions of this
Agreement, and the commercial arbitration rules of the American Arbitration
Association, unless such rules are inconsistent with the provisions of this Agreement.
Limited civil discovery shall be permitted for the production of documents and taking
of depositions. Unresolved discovery disputes may be brought to the attention of the
arbitrator who may dispose of such dispute. The arbitrator shall have the authority to
award any remedy or relief that a court of this state could order or grant; provided,
however, that punitive or exemplary damages shall not be awarded. The arbitrator may
award to the prevailing party, if any, as determined by the arbitrator, all of its
costs and fees, including the arbitrator’s fees. Unless otherwise agreed by the
parties, the place of any arbitration proceedings shall be Clark County, Nevada.




 









 











     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day
and year first above written.



	 	 	 	 	 
	 	CASH SYSTEMS, INC.
 	 
	 	By:	 	 	 
	 	 	 	 
	 	Its:	 	 	 
	 	 	 	 
	 	 	 
	 	Participant