Exhibit

10.3




 




PAWNMART,

INC.




 




CAPITAL INCENTIVE PROGRAM




 




January 1, 2003




 




 





























 




TABLE OF

CONTENTS




 




	

  1.


  	

   


  	

  Background and

  Purpose of the Program.


  
	

   


  	

   


  	

   


  	

   


  
	

  2.


  	

   


  	

  Definitions.


  
	

   


  	

  (a)


  	

   


  	

  Administrator.


  
	

   


  	

  (b)


  	

   


  	

  Adopting

  Employer.


  
	

   


  	

  (c)


  	

   


  	

  Award Date.


  
	

   


  	

  (d)


  	

   


  	

  Board.


  
	

   


  	

  (e)


  	

   


  	

  Bonus.


  
	

   


  	

  (f)


  	

   


  	

  Cause.


  
	

   


  	

  (g)


  	

   


  	

  Code.


  
	

   


  	

  (h)


  	

   


  	

  Committee.


  
	

   


  	

  (i)


  	

   


  	

  Common Stock.


  
	

   


  	

  (j)


  	

   


  	

  Company.


  
	

   


  	

  (k)


  	

   


  	

  Disability.


  
	

   


  	

  (l)


  	

   


  	

  Elective Deferral

  Agreement.


  
	

   


  	

  (m)


  	

   


  	

  Elective Deferral

  Contribution.


  
	

   


  	

  (n)


  	

   


  	

  Employee.


  
	

   


  	

  (o)


  	

   


  	

  Employment.


  
	

   


  	

  (p)


  	

   


  	

  Fair Market

  Value.


  
	

   


  	

  (q)


  	

   


  	

  Participant.


  
	

   


  	

  (r)


  	

   


  	

  Plan.


  
	

   


  	

  (s)


  	

   


  	

  Program.


  
	

   


  	

  (t)


  	

   


  	

  Program Year.


  
	

   


  	

  (u)


  	

   


  	

  RSA Agreement.


  
	

   


  	

  (v)


  	

   


  	

  Restricted

  Period.


  
	

   


  	

  (w)


  	

   


  	

  Restricted

  Stock.


  
	

   


  	

  (x)


  	

   


  	

  Restricted

  Stock Award.


  
	

   


  	

  (y)


  	

   


  	

  Retirement.


  
	

   


  	

  (z)


  	

   


  	

  Salary.


  
	

   


  	

  (aa)


  	

   


  	

  Share.


  
	

   


  	

  (bb)


  	

   


  	

  Subsidiary.


  
	

   


  	

  (cc)


  	

   


  	

  Vesting Date.


  
	

   


  	

   


  	

   


  	

   


  
	

  3.


  	

   


  	

  Eligibility.


  
	

   


  	

   


  	

   


  	

   


  
	

  4.


  	

   


  	

  Elective Deferral

  Agreement.


  
	

   


  	

   


  	

   


  	

   


  
	

  5.


  	

   


  	

  Revocation

  of Participants Salary or Bonus Deferrals.


  
	

   


  	

   


  	

   


  	

   


  
	

  6.


  	

   


  	

  Restricted Stock Awards.


  
	

   


  	

  (a)


  	

   


  	

  Authority of Administrator.


  
	

   


  	

  (b)


  	

   


  	

  Number

  of Restricted Shares Awarded to Employees.


  
	

   


  	

  (c)


  	

   


  	

  Stock Certificate and

  Legend.


  





 





























 




	

   


  	

  (d)


  	

   


  	

  Restrictions

  on Stock.


  
	

   


  	

  (e)


  	

   


  	

  Voting of Restricted Stock.


  
	

   


  	

  (f)


  	

   


  	

  Post-Termination

  Forfeiture for Cause.


  
	

   


  	

   


  	

   


  	

   


  
	

  7.


  	

   


  	

  Amendment and Termination.


  
	

   


  	

   


  	

   


  	

   


  
	

  8.


  	

   


  	

  General

  Provisions.


  
	

   


  	

  (a)


  	

   


  	

  No

  Limitation on other Compensation Plans or Employment.


  
	

   


  	

  (b)


  	

   


  	

  Indemnification.


  
	

   


  	

  (c)


  	

   


  	

  Assignment.


  
	

   


  	

  (d)


  	

   


  	

  Tax

  Withholding.


  
	

   


  	

  (e)


  	

   


  	

  Severability.


  
	

   


  	

  (f)


  	

   


  	

  Applicability

  of Plan.


  





 




 




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PAWNMART,

INC.


CAPITAL INCENTIVE PROGRAM




 




1.        Background and Purpose of the Program.




 




The name of this program is the PAWNMART,

INC. CAPITAL INCENTIVE PROGRAM (the “Program”). 

The Program permits the grants of Restricted Stock Awards to key

Employees.  The Program was adopted by

the Administrator and being made available pursuant to the authority granted to

the Administrator under the PawnMart, Inc. 2003 Stock Incentive Plan, as it may

be amended from time to time (the “Plan”), which Plan is incorporated by

reference herein in its entirety.  The

purpose of the Program is to enable PawnMart, Inc. (the “Company”) and its

Subsidiaries to attract, retain and motivate key Employees to compensate them

for their contributions to the growth and profits of the Company, and to

encourage their ownership of Common Stock in the Company.  The Program provides incentives to

participating Employees which are linked directly to increases in stockholder

value and should, therefore, inure to the benefit of the stockholders of the

Company.




 




2.        Definitions.




 




All capitalized terms used in the

Program, unless otherwise defined herein, shall have the meanings ascribed to

such terms in the Plan.  The Program, in

its entirety, is incorporated by reference into the Plan.




 




(a)           Administrator.




 




Administrator

means the Board or any of its Committees as shall be administering this Program

in accordance with the Plan and this Program.




 




(b)           Adopting Employer.




 




Adopting Employer means the Company and

each of its Subsidiaries which have been designated by the Administrator as an

employer which has adopted the Program.




 




(c)           Award Date.




 




Award Date means (i) with respect to a

Restricted Stock Award relating to a Bonus deferral under the Program, the date

during a Program Year on which the Bonus would have been paid absent the

deferral election and (ii) with respect to a Restricted Stock Award relating to

a Salary deferral under the Program; the last day of each quarter during a

Program Year, i.e., March 31, June 30, September 30 and December 31.




 




(d)           Board.




 




Board

means the Board of Directors of the Company.




 





























 




(e)           Bonus.




 




Bonus means any amount

attributable to the Employee during a Program Year which is designated by the

Adopting Employer as bonus compensation. 

In the event of any disagreement, the Administrator, in its sole

discretion, shall determine whether any particular type or item of compensation

shall be deemed a Bonus for purposes of the Program.




 




(f)            Cause.




 




Cause,

when used in connection with the termination of a Participant’s Employment,

means the termination of the Participant’s Employment by the Company by reason

of (i) the conviction of the Participant by a court of competent jurisdiction

as to which no further appeal can be taken of a crime involving moral turpitude

or a felony; (ii) the proven commission by the Participant of an act of fraud

upon the Company; (iii) the willful and proven misappropriation of any funds or

property of the Company by the Participant; (iv) the willful, continued and

unreasonable failure by the Participant to perform the material duties assigned

to him; (v) the knowing engagement by the Participant in any direct, material

conflict of interest with the Company without compliance with the Company’s

conflict of interest policy, if any, then in effect; or (vi) the knowing

engagement by the Participant, without the written approval of the Board, in

any activity which competes with the business of the Company or which would

result in a material injury to the business, reputation or goodwill of the

Company.




 




(g)           Code.




 




Code

means the Internal Revenue Code of 1986, as amended, and the regulations and

other authority promulgated thereunder by the appropriate governmental

authority.  References herein to any

provision of the Code shall refer to any successor provision thereto.




 




(h)           Committee.




 




Committee

means a committee appointed by the Board in accordance with Section 4 of

the Plan to administer this Program.




 




(i)            Common Stock.




 




Common

Stock means the common stock of the Company, $0.01 par value, and any class of

common stock into which such common stock may hereafter be converted,

reclassified or recapitalized.




 




(j)            Company.




 




Company means PawnMart, Inc., a

corporation organized under the laws of the State of Delaware, and any

successor in interest thereto.




 




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(k)           Disability.




 




Disability

means a permanent and total disability as defined in Section 22(e)(3) of the

Code.  A determination of Disability may

be made by a physician selected or approved by the Administrator and, in this

respect, the Participant shall submit to an examination by such physician upon

request.




 




(l)            Elective Deferral Agreement.




 




Elective Deferral Agreement means a

written agreement entered into by and between the Adopting Employer and a

Participant for a Program Year, which agreement describes the terms and

conditions of such Participants arrangement to defer (i) up to one hundred

percent (100%) of his Bonus that may be awarded with respect to such Program

Year and/or (ii) up to fifty percent (50%) of his Salary that would otherwise

be paid to the Participant during the Program Year absent his deferral

election.  The Elective Deferral

Agreement shall be executed and dated by the Participant and shall specify the

amount of Bonus and/or Salary, by percentage or dollar amount, to be deferred

under the Program for the Program Year.




 




(m)          Elective Deferral Contribution.




 




Elective Deferral Contribution means any

amount of a Participant’s Salary and/or Bonus which he elects to defer

hereunder pursuant to an Elective Deferral Agreement and to have such deferred

amount applied to a Restricted Stock Award pursuant to Section 4.  If a Participant is authorized by his

Adopting Employer to take a paid Leave of Absence from Employment, the Participant

shall continue to be considered in Employment and his Elective Deferral

Contributions shall continue to be withheld during such paid Leave of

Absence.  If a Participant is authorized

by his Adopting Employer for any reason to take an unpaid Leave of Absence from

Employment, the Participant shall continue to be considered in Employment and

the Participant shall be excused from making Elective Deferral Contributions

from his Salary until the Participant returns to a paid Employment status.  Upon his return, Elective Deferral

Contributions shall resume for the remaining portion of the Program Year in

which the expiration or return occurs, based on the Participants Elective

Deferral Agreement as in effect for that Program Year, i.e., the same percentage

or dollar amount of Salary that was being withheld prior to the unpaid Leave of

Absence shall resume after return to active service, but no make-up elective

contributions can be made for the Leave of Absence period.  A Leave of Absence shall not affect any

Bonus deferral election made by the Participant under his Elective Deferral

Agreement.




 




(n)           Employee.




 




Employee

means any employee of the Company (or any Subsidiary) within the meaning of Section

3401(c) of the Code who, in the opinion of the Committee, is one of

a select group of executive officers, other officers, or other key personnel of

the Company (or any Subsidiary), who is in a position to contribute materially

to the growth and development and to the financial success of the Company




 




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(or any Subsidiary),

including, without limitation, officers who are members of the Board.




 




(o)           Employment.




 




Employment with respect to an Employee

means employment as an Employee.




 




(p)           Fair Market Value.




 




Fair Market Value, with reference to one

share of Common Stock on the date in question, means (i) the closing sales

price on the immediately preceding business day of a share of Common Stock as

reported on the principal securities exchange on which Shares are then listed

or admitted to trading, or (ii) if not so reported, the average of the closing

bid and asked prices for a Share on the immediately preceding business day as

quoted on the National Association of Securities Dealers Automated Quotation

System (“NASDAQ”), or (iii) if not quoted on NASDAQ, the average of the closing

bid and asked prices for a Share as quoted by the National Quotation Bureau’s

“Pink Sheets” or the National Association of Securities Dealers’ OTC Bulletin

Board System. If there was no public trade of Common Stock on the date in

question, Fair Market Value shall be determined by reference to the last

preceding date on which such a trade was so reported.  If the Company is not a Publicly Held Corporation at the time a

determination of the Fair Market Value of the Common Stock is required to be

made hereunder, the determination of Fair Market Value for purposes of the Plan

shall be made by the Administrator in its discretion exercised in good faith.

In this respect, the Administrator may rely on such financial data, valuations,

experts, and other sources, in its discretion, as it deems advisable under the

circumstances.




 




(q)           Participant.




 




Participant means an Employee who has (i)

been selected to participate in the Program pursuant to Section 3 and (ii) received a

Restricted Stock Award.




 




(r)           Plan.




 




Plan means the PawnMart, Inc. 2003 Stock

Incentive Plan, as it may be amended from time to time.




 




(s)           Program.




 




Program means this PawnMart, Inc. Capital

Incentive Program as set forth herein, and as it may be amended from time to

time.  The Program is incorporated into

the Plan.




 




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(t)            Program Year.




 




Program Year means the

fiscal year commencing on July 1 and ending on June 30, with the first Program Year

commencing on January 1, 2003.




 




(u)           RSA Agreement.




 




RSA Agreement means a written agreement

entered into between the Company and the Participant setting forth the terms

and conditions pursuant to which a Restricted Stock Award is granted under the

Plan.




 




(v)            Restricted Period.




 




Restricted Period means the period of

time determined by the Administrator and set forth in the RSA Agreement during

which the transfer of Restricted Stock by the Participant is restricted.




 




(w)           Restricted Stock.




 




Restricted Stock means

Shares of the Company’s Common Stock that are granted to a Participant pursuant

to a RSA Agreement and have not yet vested thereunder.




 




(x)           Restricted Stock Award.




 




Restricted Stock Award means a grant of

Restricted Stock as evidenced by a RSA Agreement.




 




(y)           Retirement.




 




Retirement

means the voluntary termination of Employment from the Company or any

Subsidiary constituting retirement for age on any date after the Employee

attains the normal retirement age of 65 years, or such other age as may be designated

by the Administrator in the RSA Agreement.




 




(z)           Salary.




 




Salary means the gross remuneration that

is earned by the Employee from an Adopting Employer for compensatory services

as reportable on the Employees IRS form W-2 for a calendar year, including,

without limitation, commissions, and before such gross remuneration is reduced

for (if any) (i) deductions of payroll taxes and other standard deductions and

(ii) Elective Deferral Contributions hereunder, elective deferrals to a 401(k)

plan or a cafeteria plan, and other employee benefits deductions; provided,

however, the term Salary shall exclude any Bonuses (or other extraordinary

compensation), reimbursements of business, moving and other expenses, any

income resulting from stock option exercises, and any distributions from the

Program and any other qualified or non-qualified deferred compensation

program.  The Administrator, in its

discretion, shall determine whether any particular type or item of compensation

shall be deemed Salary for purposes of the Program.




 




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(aa)         Share.




 




Share

means a share of the Common Stock of the Company.




 




(bb)         Subsidiary.




 




Subsidiary

means any corporation (whether now or hereafter existing) which constitutes a

“subsidiary” of the Company, as defined in Section 424(f) of the Code.




 




(cc)         Vesting Date.




 




Vesting Date means, with respect to a

Participant, the date on which the Restricted Stock Award, or a portion

thereof, becomes vested upon lapse of the Restricted Period.




 




3.        Eligibility.




 




The Employees who

receive grants of Restricted Stock Awards under the Program shall be selected

from time to time by the Administrator, in its sole discretion, from among such

persons.  Prior to the beginning of each

Program Year (or when an Employee is first designated as a Participant during a

Program Year), the Administrator shall notify each designated Employee of his

right to authorize Elective Deferral Contributions for that Program Year (or

remaining portion thereof).  Each

Employee who has been designated as a Participant for any Program Year shall

automatically remain eligible to authorize Elective Deferral Contributions in

that Program Year and for succeeding Program Years if he remains an Employee,

unless and until it is determined by the Administrator, in its sole discretion,

that the Employee is no longer a Participant. 

An Employee or former Employee (or in the event of his death, his

beneficiary) shall be considered a Participant hereunder so long as he has a

Restricted Stock Award that has not fully vested.




 




4.        Elective Deferral Agreement.




 




After an Employee has been notified that

he is eligible to authorize Elective Deferral Contributions for a Program Year,

such Employee must notify the Administrator of his deferral election, if any,

by completing and executing an Elective Deferral Agreement.  Any Elective Deferral Agreement that is not

completed and signed by the Employee, and received and accepted by the

Administrator, on or prior to (a) the last day of the Program Year immediately

preceding the Program Year for which the Elective Deferral Agreement will be

effective, or (b) the first day of the first payroll period for which the

Elective Deferral Agreement will be effective if the Employee first became a

Participant during that Program Year, shall be treated as the Employees

election not to defer any Salary or Bonus hereunder for that Program Year.  Notwithstanding the immediately preceding

paragraph, if after the commencement of a Program Year an Employee is

designated as a Participant for the first time then, in order to make a

deferral election hereunder, the Participant must complete and execute an

Elective Deferral Agreement and return it to the Administrator within thirty

(30) days from the effective date on which he first became eligible to

participate.  Such 




 




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Elective Deferral

Agreement shall only apply to defer not-yet-earned Salary and Bonus for

services to be performed by the Participant (a) for the remainder of the

Program Year and (b) subsequent to receipt and acceptance of his Elective

Deferral Agreement by the Administrator. 

The amount of Salary deferred hereunder, pursuant to the Participants

authorization in his Elective Deferral Agreement, shall be withheld on a pro

rata basis from the Participants regular payments of Salary for each pay period

during the Program Year (or portion thereof during which such Elective Deferral

Agreement is in effect).  The dollar

amount of a Bonus that the Participant elects to defer pursuant to his Elective

Deferral Agreement shall be deferred in a lump sum on the date that the

deferred portion of the Bonus would have been paid to the Participant in the

absence of his deferral election.  In

accordance with this Section 4 and Section 4.6 of the Plan,

the Administrator shall permit a Participant to elect, under the procedures

described in this Section 4, to further defer (the

“Additional Deferral Election”) the vesting and receipt of shares of Restricted

Stock that would otherwise vest and be issuable to such Participant.  The Additional Deferral Election shall (i)

be in writing and in the form adopted by the Company, (ii) be made by the

Participant and received by the Company, at least one full year and a day,

prior to the date that the vesting restrictions on the shares of Restricted

Stock are scheduled to lapse or any additional one-year extension thereof as

described below (the “Twelve Month Vesting Date”), (iii) apply to all (and not

less than all) of the shares of Restricted Stock scheduled to vest on the

Twelve Month Vesting Date (the “Extended Restricted Shares”), and (iv) have the

effect of deferring the Vesting Date of the Extended Restricted Shares for 12

months after the Twelve Month Vesting Date (the “Extended Vesting Date”).  The Participant shall be permitted to make

successive annual one-year deferral elections with respect to all (but not less

than all) the Extended Restricted Shares provided that each such election

satisfies the requirements described above. 

Until the Extended Vesting Date, the Extended Restricted Shares shall be

subject to all restrictions described in the RSA Agreement for unvested shares

of Restricted Stock including, without limitation, all forfeiture provisions.




 




5.        Revocation of

Participants Salary or Bonus Deferrals.




 




The Participant’s Elective Deferral

Agreement, if any, shall continue in effect during the Program Year while he

remains a Participant unless and until he files with the Administrator a

written notice of discontinuance of his Elective Deferral Agreement and such

notice is received and accepted by the Administrator in its discretion.  The notice of discontinuance must be filed

and accepted at least thirty (30) days prior to the first day of a subsequent  month. 

The revocation of deferrals shall be effective on the first day of the

payroll period beginning in the designated subsequent month.  A notice of discontinuance shall be

effective only with respect to Salary and Bonus amounts (a) attributable to

services not yet performed by the Participant and (b) not earned by the

Participant before the notice of discontinuance becomes effective.  This determination shall be made by the

Administrator.  If a Participant files a

written notice of discontinuance of his Elective Deferral Agreement, he may not

enter into a new Elective Deferral Agreement, and he cannot revoke such notice

of discontinuance, for the remainder of the Program Year.  Such Participant will be eligible to make a

new Elective Deferral Contribution effective as of the first day of the next

Program Year if, and only if, he is designated as a Participant for that

Program Year pursuant to 




 




7





























 




Section 3.  No such designation of future participation

is required to be made by the Administrator pursuant to Section 3.  Only a complete and total cessation of

Elective Deferral Contributions shall be permitted hereunder during a Program

Year; therefore, requested changes by a Participant during a Program Year to

either increase or reduce his Elective Deferral Contributions shall not be

permitted (unless the reduction is to zero) if such change is to be effective

before the first day of the next Program Year.




 




6.        Restricted Stock Awards.




 




(a)           Authority of Administrator.




 




Restricted Stock Awards

shall be determined by the Administrator and granted to Participants at such

time or times as the Administrator may determine, in its sole discretion,

pursuant to the terms and conditions of the Program.  The Administrator shall have the full and unilateral authority to

construe and interpret the Program and make all determinations hereunder in its

discretion.




 




(b)           Number of Restricted Shares Awarded

to Employees.




 




The number of shares of Restricted Stock

to be awarded to an Employee who is a Participant will be determined by a

formula or formulas approved by the Administrator in its discretion.  The Administrator, in its discretion, may

change the formula from time to time.  In

order to reflect the impact of the restrictions on the value of the Restricted

Stock, as well as the possibility of forfeiture of Restricted Stock, the Fair

Market Value of the Common Stock (determined in the manner described below)

shall be discounted at a rate of thirty-three and one-third percent (33-1/3%)

in determining the number of shares of Restricted Stock to be awarded.  The Administrator may, when deemed

appropriate in its sole discretion, provide for an alternative discount

rate.  The dollar value of a Restricted

Stock Award will be divided by the discounted Fair Market Value to determine

the number of shares of Common Stock in the Restricted Stock Award.  The value of fractional shares will be paid

to the Participant in cash.  Unless

otherwise determined by the Administrator in its discretion, Restricted Stock

Awards shall be granted as of each Award Date based on the formula prescribed

by the Administrator pursuant to the foregoing provisions of this Section 6,

and the aggregate amount of the Participant’s Elective Deferral Contributions

that were deferred (i) as of the Award Date with respect to the Bonus deferral

and (ii) as of the quarter ending as of the Award Date with respect to the

Salary deferral.




 




(c)           Stock Certificate and Legend.




 




Unless the Administrator determines

otherwise, a Participant shall not have any rights with respect to his

Restricted Stock Award, unless and 

until he has executed a RSA Agreement and has delivered a fully executed

copy thereof to the Company.  Each

Participant who is awarded Restricted Stock shall be issued a stock certificate

in respect of such shares of Restricted Stock. 

Each certificate registered in the name of a Participant shall bear an

appropriate legend referring to the terms, conditions, and restrictions

applicable to such Restricted Stock Award, substantially in the following form:




 




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The transferability of the certificate and the shares of stock

represented hereby are subject to the terms and conditions (including

forfeiture) of the PawnMart, Inc. 2003 Stock Incentive Plan and Capital

Incentive Program and a Restricted Stock Award Agreement entered into between

the registered owner and PawnMart, Inc. 

Copies of such Plan, Program and Agreement are on file in the offices of

PawnMart, Inc.




 




The Administrator shall require that any

stock certificate issued in the name of a Participant evidencing shares of

Restricted Stock be held in the custody of the Company until the restrictions

thereon have lapsed and as a condition of such issuance of a certificate for

Restricted Stock, that the Participant deliver a stock power, endorsed in

blank, relating to the shares covered by such certificate.  As soon as practicable after the

restrictions have lapsed with respect to shares of Restricted Stock, the

Company shall issue, and deliver to the Participant, a stock certificate

registered in the name of the Participant free of the restrictive legend set

forth above.




 




(d)           Restrictions on Stock.




 




The shares of Restricted Stock awarded

pursuant to this Section 6 shall be subject to the following restrictions and

conditions:




 




(i)            Subject

to the provisions of the Program and the RSA Agreement, during the Restricted

Period, the Participant shall not be permitted to sell, transfer, pledge or

assign shares of Restricted Stock awarded under the Program.  The Administrator may, in its sole

discretion, provide for the lapse of any such restrictions in installments and

accelerate or waive any such restrictions in whole or in part based on such

factors and such circumstances as the Administrator may determine, in its sole

discretion, including, but not limited to, the Participants Retirement,

termination, death, Disability, or Leave of Absence.  The terms, conditions and restrictions applicable to shares of

Restricted Stock granted to an Employee in the event of the Employees

termination of Employment, death, Disability, Retirement, and/or Leave of

Absence are set forth on Schedule A attached hereto and incorporated

in its entirety herein by this reference, which terms, conditions and

restrictions remain subject to amendment from time to time by the Administrator

in its discretion.




 




(ii)           Unless

the Administrator in its sole discretion shall determine otherwise and so

prescribe in the RSA Agreement as of the grant date of any Restricted Stock

Award, the Participant shall have the right to direct the vote of his shares of

Restricted Stock during the Restricted Period, in accordance with Section 6(e)

below.  During the Restricted

Period, the Participant shall have the right to receive any regular dividends

on such shares of Restricted Stock. 

During the Restricted Period, the Administrator shall, in its sole

discretion, determine the Participants rights with respect to extraordinary

dividends or distributions on the shares of Restricted Stock.




 




(iii)         Shares

of Common Stock shall be delivered to the Participant in certificate form

promptly after the Vesting Date.




 




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(e)           Voting of Restricted Stock.




 




Unless the

Administrator, in its sole discretion, shall determine otherwise at or prior to

the grant date of any Restricted Stock Award, during the Restricted Period the

shares of Restricted Stock shall be voted by the Company’s senior

administrative officer in charge of administering the Plan, or such other

person as the Administrator may designate (the “Plan Administrator”),

provided that, the Plan Administrator shall vote such shares in accordance with

instructions received from Participants (unless to do so would constitute a

violation of applicable law as determined by the Plan Administrator).  Shares as to which no instructions are

received shall be voted by the Plan Administrator in his sole discretion

(unless to do so would constitute a violation of applicable law as determined

by the Plan Administrator).




 




(f)            Post-Termination Forfeiture for

Cause.




 




In any instance where the vesting of a

Restricted Stock Award extends past the termination date of a Participants

Employment, either pursuant to the terms of the Program or by action of the

Administrator, the non-vested portion of the Restricted Stock Award shall be

forfeited if, in the determination of the Administrator, at any time within

such remaining Restricted Period,  the

Participant engages in any of the conduct described in the definition of Cause

under the Plan.




 




7.        Amendment and Termination.




 




The Program may be amended or terminated

at any time and from time to time by the Administrator; provided, however, no

amendment shall be permitted to the extent it conflicts with the Plan as may be

determined by the Board; provided, further, the Program and Plan

shall be construed as mutually consistent to the maximum possible extent.




 




8.        General Provisions.




 




(a)           No Limitation on other Compensation

Plans or Employment.




 




Nothing contained in the Program shall

prevent the Adopting Employer from adopting other or additional compensation

arrangements, subject to stockholder approval if such approval is required; and

such arrangements may be either generally applicable or applicable only in

specific cases.  The adoption of the

Program shall not confer upon any Employee any right to continued Employment,

nor shall it interfere in any way with the right of an Adopting Employer to

terminate the Employment of such person at any time.




 




(b)           Indemnification.




 




No member of the Board

or the Administrator, nor any officer or employee of an Adopting Employer

acting on behalf of the Board or the Administrator, shall be personally liable

for any action, determination, or interpretation taken or made 




 




10





























 




in good faith with

respect to the Program, and all members of the Board and the Administrator and

each and any officer or employee of an Adopting Employer acting on their behalf

shall, to the extent permitted by law, be fully indemnified and protected by the

Company in respect of any such action, determination or interpretation.




 




(c)           Assignment.




 




A Participant’s rights and interest under

the Program may not be assigned or transferred in whole or in part either

directly or by operation of law or otherwise (except in the event of a

Participant’s death or as provided in Section 6(d)) including, without

limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in

any other manner, and no such right or interest of any Participant shall be

subject to any obligation or liability of such Participant.  Upon the death of a Participant, the

Participant’s estate shall succeed to the rights of the Participant with

respect to any Restricted Stock Awards previously granted to such Participant.




 




(d)           Tax Withholding.




 




The Company and its Subsidiaries shall

have the right to deduct from any payment made under the Program any federal,

state or local income or other taxes which are required by law to be withheld

with respect to such payment.  It shall

be a condition to the obligation of the Company to issue Common Stock upon the

lapse of the Restricted Period that the Participant (or his beneficiary in the

event of death) pay to the Company, upon its demand, such amount as requested

by the Company for the purpose of satisfying any liability to withhold any

taxes.  If the amount requested is not

paid, the Company may refuse to issue Shares. 

Unless the Administrator shall in its sole discretion determine

otherwise, payment for taxes required to be withheld may be made in whole or in

part, in accordance with rules adopted by the Administrator from time to time,

(i) in cash, in United States dollars, (ii) by having the Company sell or

withhold Shares of Common Stock otherwise issuable pursuant to the Program

having a Fair Market Value equal to such tax liability, or (iii) by tendering

to the Company shares of Common Stock owned by the Participant (or his

beneficiary in the event of his death), including Common Stock owned jointly

with the Participants spouse (with spousal consent), and acquired at least six

(6) months prior to such tender (excluding shares of Restricted Stock awarded

hereunder or under any other restricted stock program of the Company) and

having a Fair Market Value equal to such tax liability.




 




(e)           Severability.




 




If any term or provision of this Program

or the application thereof to any person or circumstances shall, to any extent,

be invalid or unenforceable, then the remainder of the Program, or the

application of such term or provision to persons or circumstances other than

those as to which it is held invalid or unenforceable, shall not be affected

thereby, and each term and provision hereof shall be valid and be enforced to

the fullest extent permitted by applicable law.




 




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(f)            Applicability of Plan.




 




The terms and provisions

of the Plan shall be applicable to the Program, except to the extent expressly

set forth under this Program and which do not conflict with the Plan; provided,

however, the definitions in Schedule A shall control in the event of

any discrepancy with the terms of the Plan. 

The Plan, Program and RSA Agreement shall be construed as mutually

consistent to the maximum possible extent. 

In addition, for purposes of the Plan, this Program, together with the

related RSA Agreement, shall constitute the Incentive Agreement.




 




IN WITNESS WHEREOF, this Program is hereby approved

and executed by each member of the Administrator on this 16th day of December,

2002, to be effective as of January 1, 2003.




 




 




	

   


  	

   


  	

   


  	

   


  	

   


  	

  /s/ Jeffrey A.

  Cummer


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Jeffrey A. Cummer


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  /s/ Dwayne A.

  Moyers


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Dwayne A. Moyers


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  /s/ James R.

  Richards


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  James R. Richards


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  /s/ Robert W.

  Schleizer


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Robert W. Schleizer


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  /s/ John R.

  Boudreau


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  John R. Boudreau


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  /s/ Carroll

  Dawson


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Carroll Dawson


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  /s/ Donnelly

  McMillen


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Donnelly McMillen


  





 




12





























 




SCHEDULE A




to the




PAWNMART, INC.




CAPITAL INCENTIVE PROGRAM




 




In the event of a

Participants termination of Employment, death, Disability, Retirement, Early

Retirement, and/or Leave of Absence, the following terms, conditions and

restrictions shall apply to all Restricted Stock Awards granted to all

Employees who are Participants under the Program, except as may be expressly

provided otherwise in the Participants RSA Agreement in the sole discretion of

the Administrator.  Capitalized terms

used, but not otherwise defined below or in Section 2 of the

Program, shall have the meanings set forth in the Plan.




 




1.             Definitions.  For purposes of the Program and this

Schedule A, the following terms shall have the following meanings:




 




(a)           Early Retirement shall mean no longer

being occupied within ones business or profession, and terminating active

Employment after attaining at least age fifty-five (55) and having completed at

least five (5) years of service in Employment with the Company and its

Subsidiaries.




 




(b)           Leave of Absence shall mean a temporary

cessation from active Employment, as authorized in each individual case by the

Adopting Employer, in connection with military leave, personal leave or family

and medical leave, but such term shall not include such a cessation resulting

from or in connection with a Disability.




 




(c)           Retirement shall mean no longer

being occupied in ones business or profession and terminating Employment after

attaining a number of years of service in Employment with the Company and its

Subsidiaries which number, when added together with the Employees age, shall

not be less than seventy-five (75).




 




2.             Termination of Employment.  The following provisions supplement and

remain subject to the Program:




 




(a)           Voluntary Termination.  In the event of a voluntary termination of

Employment, other than pursuant to Retirement, all Shares of Restricted Stock

shall be forfeited to the extent not vested on the termination date.




 




(b)           Involuntary Termination for Cause.  In the event of an involuntary termination

of Employment for Cause, all Shares of Restricted Stock shall be forfeited to

the extent not vested on the termination date.




 




(c)           Involuntary Termination other than for Cause.  If a Participant is involuntarily terminated

from Employment other than for Cause, such Participant shall receive in return

the number of shares of unvested Restricted Stock such that the total number of

Shares of Restricted Stock received by the Participant with respect to the

corresponding Restricted Stock Award (included previously vested






 




13





























 




shares) shall equal the

sum of (i) sixty-six and two-third percent (66-2/3%) of the total number Shares

of Restricted Stock represented by the Restricted Stock Award and (ii) a

pro-rata portion of the remaining thirty-three and one-third percent (33-1/3%)

of the total number of Shares of Restricted Stock represented by the Restricted

Stock Award.  For purposes of this

paragraph, a pro-rata portion shall mean a fraction, the numeration of which is

the total number of full calendar months of Participants Employment during the

three-year Restricted Period related to a given Restricted Stock Award and the

denominor of which is 36.  No fractional

shares of Restricted Stock shall be issuable under this paragraph, but rather

the value of such fractional shares shall be paid to the Participant in cash.




 




(d)           Death.  Upon the death of a Participant, the

Restricted Period shall immediately lapse and such Shares of Restricted Stock

shall become fully vested.




 




(e)           Disability.  In the event of a Participants Disability

prior to the termination of Employment, the Restricted Period shall continue as

scheduled in the RSA Agreement provided (i) the Participant continues to meet

the definition of Disability and has not voluntarily terminated his Employment

or (ii) the Disability is discontinued and the Participant resumes active

Employment upon the earlier to occur of (A) the end of the Disability period or

(B) twelve (12) months after the onset of the Disability.  If the Disability continues for more than 12

months and the Participant remains in Employment during that 12-month period

(except for an involuntary termination due to such Disability), then the

Restricted Period shall lapse on the 

12-month anniversary of the onset of the Disability on which date the

Restricted Stock shall be fully vested. 

In the event that the Participants Employment is involuntarily

terminated due to Disability, as determined by the Administrator in its

discretion, the Restricted Stock shall be fully vested on his termination date.




 




(f)            Retirement.  A Participant who meets the conditions for

Retirement shall become fully vested in his Shares of Restricted Stock upon

lapse of the Restricted Period, i.e., the vesting schedule applicable to such

Shares shall continue to apply as if the Participant was still in active

Employment.




 




(g)           Early Retirement.  A Participant who meets the conditions for

Early Retirement shall become fully vested, as of his termination date, in

two-thirds (2/3) of his Shares of Restricted Stock, if any, that were not

vested as of such termination date, and the remaining one-third (1/3) of such

non-vested Shares shall be forfeited as of such date.




 




(h)           Leave of Absence.  In the event a Participant takes an

authorized Leave of Absence, the Restricted Period will be extended for a

period equal to the length of the Leave of Absence provided the Participant

resumes active Employment within twelve (12) months of the commencement date of

the Leave of Absence, and remains in active Employment for a period equal to

(i) three (3) months or (ii) the length of the Leave of Absence, whichever is

shorter.  If the Participant remains on

the Leave of Absence for more than 12 months, all non-vested Shares of

Restricted Stock as of the date he began the Leave of Absence shall be

forfeited.




 




14