exv10w1



 



EXHIBIT 10.1



AMENDMENT NO. 4

TO THE

ACE CASH EXPRESS, INC.

1997 STOCK OPTION PLAN



     Ace Cash Express, Inc. (the “Company”) hereby amends the Ace Cash Express,
Inc. 1997 Stock Option Plan (the “Plan”), effective as set forth herein.


     WHEREAS, the Plan was adopted by the Board of Directors of the Company on
August 4, 1997, and has been amended thrice since then; and


     WHEREAS, the Company desires to amend the Plan further in certain respects
as set forth herein to authorize restricted stock grants under the Plan;


     NOW, THEREFORE, pursuant to the provisions of Section 17 of the Plan, the
Company amends the Plan as follows:



	 	1.	 	The title or name of the Plan is hereby amended to be
the “Ace Cash Express, Inc. 1997 Stock Incentive Plan.” The
definition of “Plan” in Section 21(j) of the Plan is hereby
amended to correspond to the title or name of the Plan as so
amended, and all references to the Plan in any agreement or
document shall be deemed to be to the title or name as so
amended.
	 
	 	2.	 	Section 1 of the Plan is hereby amended to read in its
entirety as follows:




		
	 	               1. PURPOSE. The purpose of the Plan is to provide key employees
with a proprietary interest in the Company through the granting of
options and Restricted Stock Awards which will




	 	 	 	 	 
	 	 	
(a)
	 	increase the interest of the key
employees in the Company’s and its Subsidiaries’ welfare;
	 	 	 	 	 
	 	 	
(b)
	 	furnish an incentive to the key employees
to continue their services for the Company and its
Subsidiaries; and
	 	 	 	 	 
	 	 	
(c)
	 	provide a means through which the Company
and its Subsidiaries may attract able persons to enter its
employ.




	 	3.	 	The first sentence of Section 3 of the Plan is hereby amended to
read in its entirety as follows:




		
	 	               The Committee shall, from time to time, select the particular key
employees of the Company and its Subsidiaries to whom options and
Restricted Stock Awards are to be granted and who will, upon such grant,
become participants in the Plan. For purposes of the Plan, “key
employees” are those officers and employees whose performance and
responsibilities are determined by the Committee to be influential to the
success of the Company and its Subsidiaries.



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	 	4.	 	Section 5 of the Plan is hereby amended to read in its entirety as
follows:




		
	 	               5. SHARES SUBJECT TO PLAN. The Board may not grant options and
Restricted Stock Awards under the Plan in the aggregate for more than
1,715,000 shares of Common Stock of the Company, including (without
limitation) to any key employee, but this number may be adjusted to
reflect, if deemed appropriate by the Committee, any stock dividend,
stock split, share combination, recapitalization, or the like of or by
the Company. Shares to be optioned and sold or to be granted as
Restricted Stock Awards may be made available or granted from either
authorized but unissued Common Stock or Common Stock held by the Company
in its treasury. Shares that by reason of the expiration, forfeiture or
cancellation of an option or Restricted Stock Award or otherwise are no
longer subject to purchase pursuant to an option, or are no longer
outstanding as a Restricted Stock Award, granted under the Plan may be
re-offered under the Plan.




	 	5.	 	Section 7 of the Plan is hereby amended to read in its
entirety as follows:




		
	 	               7. ALLOTMENT OF SHARES. The Committee shall determine the number of
shares of Common Stock to be offered from time to time by grant of
options and Restricted Stock Awards to key employees of the Company or
its Subsidiaries. The grant of an option or a Restricted Stock Award to
a key employee shall not be deemed to entitle the employee to, or to
disqualify the employee from, participation in any other grant of options
or Restricted Stock Awards under the Plan.




	 	6.	 	Section 12 of the Plan is hereby amended by changing the
caption of it to “PAYMENT AND EXERCISE OF OPTION.” and by adding to
it, as the second paragraph of Section 12, all of the text of
Section 13 of the Plan other than the number designation and the
caption of Section 13, so that all of Section 13 of the Plan (other
than the number designation) is combined with, as a part of, Section
12 of the Plan.
	 
	 	7.	 	The Plan is hereby amended by deleting the existing Section 13 as a
separate section and adding a new Section 13 to the Plan to read as
follows:




		
	 	               13. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.
Each Restricted Stock Agreement shall be in such form and
shall contain such terms and conditions as the Committee shall
deem appropriate. The terms and conditions of such Restricted
Stock Agreements may change from time to time, and the terms
and conditions of separate Restricted Stock Agreements need
not be identical, but each such Restricted Stock Agreement
shall be subject to the terms and conditions of this Section
13.



     (a)  Forfeiture Restrictions. Shares of Common Stock that are the subject
of a Restricted Stock Award shall be subject to restrictions on disposition by
the Grantee and to an obligation of the Grantee to forfeit and surrender the
shares to the Company under certain circumstances (“Forfeiture Restrictions”).
The Forfeiture Restrictions shall be determined by the Committee in its sole
discretion, and the Committee may provide that the Forfeiture Restrictions
shall lapse on the passage of time, the attainment of one or more performance
targets established by the Committee, or the occurrence of such other event or
events determined to be appropriate by the Committee. The Forfeiture
Restrictions applicable to a particular Restricted Stock Award (which may
differ from any other such Restricted Stock Award) shall be stated in the
Restricted Stock Agreement.


     (b)  Restricted Stock Awards. At the time any Restricted Stock Award is
granted under the Plan, the Company and the Grantee shall enter into a
Restricted Stock Agreement setting forth


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 each of the matters addressed in this Section 13 and such other matters as
the Committee may determine to be appropriate. Shares of Common Stock granted
pursuant to a Restricted Stock Award shall be represented by a stock
certificate registered in the name of the Grantee of such Restricted Stock
Award. The Grantee shall have the right to receive dividends with respect to
the shares of Common Stock subject to a Restricted Stock Award, to vote the
shares of Common Stock subject thereto and to enjoy all other shareholder
rights with respect to the shares of Common Stock subject thereto, except that,
unless provided otherwise in the Restricted Stock Agreement, (i) the Grantee
shall not be entitled to delivery of the shares of Common Stock or the
certificate representing them until the Forfeiture Restrictions have expired,
(ii) the Company or an escrow agent shall retain custody of the shares of
Common Stock and the certificate representing them until the Forfeiture
Restrictions have expired, (iii) the Grantee may not sell, transfer, pledge,
exchange, hypothecate or otherwise dispose of the shares of Common Stock until
the Forfeiture Restrictions subject thereto have expired, and (iv) a breach of
the terms and conditions established by the Committee pursuant to the
Restricted Stock Agreement shall cause a forfeiture of the Restricted Stock
Award. At the time of any Restricted Stock Award, the Committee may, in its
sole discretion, prescribe additional terms, conditions or restrictions
relating to the Restricted Stock Award, including (without limitation) rules
pertaining to the termination of the Grantee’s employment with the Company or a
Subsidiary (by retirement, disability, death or otherwise) before expiration of
the Forfeiture Restrictions. Such additional terms, conditions or restrictions
shall also be set forth in a Restricted Stock Agreement made in connection with
the Restricted Stock Award.


     (c)  Rights and Obligations of Grantee. One or more stock certificates
representing shares of Common Stock, free of Forfeiture Restrictions, shall be
delivered to the Grantee promptly after, and only after, the Forfeiture
Restrictions with respect to such shares have expired. Each Restricted Stock
Agreement shall require that (i) the Grantee, by his or her acceptance of the
Restricted Stock Award, shall irrevocably grant to the Company a power of
attorney to transfer any shares so forfeited to the Company and agrees to
execute any documents requested by the Company in connection with such
forfeiture and transfer, and (ii) such provisions regarding transfers of
forfeited shares of Common Stock shall be specifically performable by the
Company in a court of equity or law.


     (d)  Restriction Period. The Restriction Period for a Restricted Stock
Award shall commence on the date of grant of the Restricted Stock Award and,
unless otherwise established by the Committee and stated in the corresponding
Restricted Stock Agreement, shall expire upon satisfaction of the conditions
set forth in the Restricted Stock Agreement pursuant to which the Forfeiture
Restrictions will lapse.


     (e)  Securities Restrictions. The Committee may impose other conditions on
any shares of Common Stock subject to a Restricted Stock Award as it may deem
advisable, including, without limitation, (i) restrictions under applicable
state or federal securities laws, and (ii) the requirements of any stock
exchange or market quotation system upon which shares of Common Stock are then
listed or quoted.


     (f)  Payment for Restricted Stock. The Committee shall determine the
amount and form of any payment required to be made for shares of Common Stock
subject to a Restricted Stock Award. In the absence of such a determination,
the Grantee shall not be required to make any payment for shares of Common
Stock subject to a Restricted Stock Award, except to the extent otherwise
required by law.


     (g)  Forfeiture of Restricted Stock. Subject to the provisions of the
particular Restricted Stock Agreement, on termination of the Grantee’s
employment with the Company or a Subsidiary during the Restriction Period, the
shares of Common Stock subject to the Restricted Stock Award shall be forfeited
by the Grantee. Upon any forfeiture, all rights of the Grantee with respect to
the forfeited shares of Common Stock subject to the Restricted Stock Award
shall cease and terminate, without any further obligation on the part of the
Company, except that if so provided in the Restricted Stock Agreement


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 applicable to the Restricted Stock Award, the Company shall repurchase
each of the shares of Common Stock forfeited for the purchase price per share
paid by the Grantee. The Committee will have discretion to determine whether
the employment of a Grantee has terminated and the date on which such
employment terminated and whether the Grantee’s employment terminated as a
result of the disability of the Grantee.


     (h)  Lapse of Forfeiture Restrictions in Certain Events; Committee’s
Discretion. Notwithstanding the provisions of Section 13(g) or any other
provision in the Plan to the contrary, the Committee may, in its discretion and
as of a date determined by the Committee, fully vest any or all Common Stock
awarded to the Grantee pursuant to a Restricted Stock Award, and upon such
vesting, all Forfeiture Restrictions applicable to such Restricted Stock Award
shall lapse or terminate. Any action by the Committee pursuant to this Section
13(h) may vary among individual Grantees and may vary among the Restricted
Stock Awards held by any individual Grantee. Notwithstanding the preceding
provisions of this Section 13(h), the Committee may not take any action
described in this Section 13(h) with respect to a Restricted Stock Award that
has been designed to meet the exception for performance-based compensation
under Section 162(m) of the Internal Revenue Code.



	 	8.	 	Section 14 of the Plan is hereby amended by restating the first
paragraph and the first sentence of the second paragraph thereof to read in
their entirety as follows:



     The number of shares of Common Stock covered by each outstanding option
and each outstanding Restricted Stock Award granted under the Plan and the
option or purchase price may be adjusted to reflect, as deemed appropriate by
the Committee, any stock dividend, stock split, share combination, exchange of
shares, sale of all or substantially all outstanding capital stock,
recapitalization, merger, consolidation, separation, reorganization, sale of
all or substantially all assets, liquidation, or the like of or by the Company.


     In the event of a merger, consolidation, share exchange, sale of all or
substantially all outstanding capital stock, reorganization, sale of all or
substantially all assets, liquidation, recapitalization, separation, or the
like of or by the Company, (i) the Company (acting by or through the Board or
the Committee) may make such arrangements as it deems advisable with respect to
outstanding options granted under the Plan, and those arrangements shall be
binding upon each participant who holds an outstanding option granted under the
Plan, including (without limitation) arrangements for the substitution of new
options for any options then outstanding (by conversion or otherwise), the
assumption of any such outstanding options, or the payment for any such
outstanding options, and (ii) unless the terms of the applicable Restricted
Stock Agreement otherwise provide, the Forfeiture Restrictions applicable to
each outstanding Restricted Stock Award shall lapse and shares of Common Stock
subject to such Restricted Stock Award shall be released from escrow, if
applicable, and delivered to the Grantees free of any Forfeiture Restriction.



	 	9.	 	Section 21 of the Plan is hereby amended by adding new paragraphs (l),
(m), (n), and (o), following paragraph (k), to read in their entirety as
follows:




		
	 	     (l) “Grantee” means a key employee to whom a Restricted Stock Award
has been granted under the Plan.




		
	 	     (m) “Restriction Period” means the period during which the Common
Stock under a Restricted Stock Award is nontransferable and subject to
Forfeiture Restrictions, as defined in Section 13(a) of the Plan, set
forth in the related Restricted Stock Agreement.




		
	 	     (n) “Restricted Stock Agreement” means the written agreement
evidencing the grant of a Restricted Stock Award executed by the Company
and the Grantee, including (without



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	 	limitation) any amendments thereto. Each Restricted Stock Agreement
shall be subject to the terms and conditions of the Plan.




		
	 	     (o) “Restricted Stock Award” means an award, granted under Section
13 of this Plan, of shares of Common Stock issued to the Grantee for such
consideration, if any, and subject to such restrictions on transfer,
rights of first refusal, repurchase provisions, forfeiture provisions and
other terms and conditions as are established by the Committee.



     IN WITNESS WHEREOF, the Company has caused this Amendment No. 4 to be
executed and effective as of the 10th day of September, 2002.



	 	 	 	 	 
	 	 	ACE CASH EXPRESS, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ JOE W. CONNER
	 	 	 	 	





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