Exhibit10.28




EXHIBIT 10.28


AARON RENTS, INC. 2001 STOCK OPTION AND INCENTIVE AWARD PLAN
AWARD AGREEMENT




This Award Agreement (the “Agreement”) is entered into as of the October 16, 2008, by and between Aaron Rents, Inc., a Georgia corporation (the “Company”), and ____________ (the “Grantee”).


WITTNESSETH:


WHEREAS, the Aaron Rents, Inc. 2001 Stock Option and Incentive Award Plan (such plan, or, if the Company’s shareholders approve a new equity compensation plan providing for the grant of stock options no later than the Company’s next annual meeting of shareholders, such new plan, in each case being referred to as the “Plan”) was adopted by the Company and incorporated herein by reference; and


WHEREAS, on the date hereof, the Compensation Committee of the Board of Directors authorized the proper officers of the Company to prepare and enter into an agreement with the Grantee evidencing the grant of the options described herein;


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1.    Grant of Option.  An option to purchase ______ shares of the Company’s Common Stock, par value $.50 per share (“Common Stock”), is hereby granted to the Grantee pursuant to the Plan (hereinafter referred to as the “Option”).  The Option is subject in all respects to the terms and conditions of the Plan.  For all purposes of the Plan, the date of the Option granted hereunder (the “Grant Date”) shall be the October 16, 2008.  The Option is a nonqualified stock option and is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.


2.    Option Price.  The option price for all shares subject to the Option is $_____ per share.


3.    Securities Laws Restrictions.  The Option may not be exercised at any time unless, in the opinion of counsel for the Company, the issuance and sale of the shares issued upon such exercise is exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”), or any other applicable securities or “blue sky” laws, or the shares have been registered under such laws.  The Company shall not be required to register the shares issuable upon the exercise of the Option under any such laws.  Unless the shares have been registered under all such laws, the Grantee shall represent, warrant and agree, as a condition to the exercise of the Option, that the shares are being purchased for investment only and without a view to any sale or distribution of such shares and that such shares shall not be transferred or disposed of in any manner without registration under such laws, unless it is the opinion of counsel for the Company that such a disposition is exempt from such registration.  The Grantee acknowledges that the certificates 





 






evidencing the shares issued upon the exercise of the Option shall bear an appropriate legend giving notice of the foregoing transfer restrictions.


4.    Transfer Restrictions.  The Option may not be sold, assigned, pledged, hypothecated, alienated or otherwise disposed of or transferred in any manner, in whole or in part, otherwise than by will or the laws of descent or distribution and may be exercised during the lifetime of the Grantee only by the Grantee.  The terms of this Agreement and the Plan shall be binding upon the executors, administrators, heirs, successors and assigns of the Grantee.


5.    Duration and Exercise of Option.


(a)    The Option may be exercised, from time to time, with respect to all or any part of the total number of shares, beginning on the date reflected on and subject to the conditions listed on Schedule I hereto, and subject to earlier termination of the Option as provided in Section 5(b) below.  Notwithstanding Section 6.7(b) of the Plan, in the event of Grantee’s termination of employment by reason of Retirement, any unvested portion of the Option as of the date of Retirement will not vest but will be forfeited.
(b)    The Option may not be exercised with respect to any shares subject hereto after the earlier of (i) ten (10) years from the Grant Date, (ii) the date the Grantee’s employment is terminated by the Company or a Subsidiary for Cause, or the Grantee voluntarily terminates his employment (other than upon Retirement), or (iii) two (2) months after the Grantee, if an employee of the Company on the Grant Date, ceases to be an employee of the Company for any other reason including Retirement (but not including death, which occurrence is governed by the terms and conditions of the Plan) (herein called the "Option Expiration Date") and may be exercised until the Option Expiration Date only in accordance with the terms of this Agreement and the Plan.
(c)    This Option may be exercised in whole or in part by delivering to the Company a written notice of exercise specifying the number of shares to be purchased together with full payment of the aggregate option price as provided in the Plan.


(d)    Notwithstanding any provision herein or in the Plan, this Option may not be exercised prior to the earlier to occur of: (i) Company shareholders approval of an amendment to the Plan increasing the number of shares of Common Stock available for grant under the Plan to a sufficient number as to cover all of the shares subject to this Option, as determined by the Compensation Committee of the Board of Directors; and (ii) Company shareholders approval of a new equity compensation plan providing for the grant of the stock options (a “New Plan”) with a sufficient number of shares of Common Stock available for grant under such New Plan as to cover all of the shares subject to this Option, as determined by the Compensation Committee of the Board of Directors.  In the event the Company’s shareholders do not approve either a New Plan or an amendment to the Plan as described in the preceding sentence no later than the Company’s next annual meeting of shareholders, this Option shall be forfeited in its entirety.


6.    No Right to Continued Employment.  Nothing in this Agreement shall interfere with or limit in any way the right of the Company or an affiliate of the Company to terminate Grantee’s employment with the Company or an affiliate of the Company at any time, nor confer 

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upon Grantee any right to continue in the employ or service of the Company or an affiliate of the Company.


7.    Employment with Competitors.  Prior to and for a period of one (1) year after termination of Grantee’s employment in a management position with Company in the territory identified in Exhibit A, which is attached hereto and incorporated herein by reference (the “Territory”), for any reason or at any time, including reassignment to a non-management position or transfer to another territory within the Company, Grantee agrees not to engage in or otherwise provide services, directly or indirectly, within a geographic area within fifty (50) miles of every facility identified in Exhibit A, to or for any person or entity engaged in a business that competes directly or indirectly with the Company’s business of renting, leasing and selling residential and office furniture, electronic goods, household appliances and related equipment and accessories, automobile and truck tires and rims and related accessories (“Company’s Business”) without the prior written consent of the Chief Executive Officer or Chief Operating Officer of Company, which may or may not be approved in his sole and absolute discretion.  Businesses that compete with Aaron Rents specifically include, but are not limited to, the following entities and each of their subsidiaries, affiliates, franchises, assigns or successors in interest:  Rent-A-Center, Inc. (including, but not limited to, Colortyme and Rimtyme); Easyhome, Inc.; Premier Rental-Purchase, Inc.; Discover Rentals; New Avenues, LLC; and Bi-Rite Co., d/b/a Buddy’s Home Furnishings.
8.    Solicitation of Customers.    Prior to and for a period of one (1) year after termination of Grantee’s employment in a management position with Company in the Territory, including reassignment to a non-management position or transfer to another territory within the Company, Grantee agrees not to solicit Company’s customers, directly or indirectly, for the purpose of providing products or services identical to or reasonably substitutable with the products or services of the Company’s Business.
9.    Post-Employment Solicitation of Company Employees.  Grantee agrees that, during employment and for a period of one (1) year immediately following termination of employment with Company for any reason or at any time, Grantee will not, directly or indirectly, solicit any person who is or was an employee of Company, during the last year of Grantee’s employment with Company, to terminate his or her relationship with Company.
10.    Consideration.  The parties acknowledge and agree that the grant of the Option shall constitute sufficient and adequate consideration for purposes of this Agreement.


11.    Definitions.  Each capitalized term not defined herein shall have the meaning given to it in the Plan.
                        
AARON RENTS, INC.




By:  ______________________________     
        
                        





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Grantee hereby accepts the Option subject to all the terms and provisions hereof and thereof.  Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Compensation Committee of the Board of Directors upon any questions arising under the Plan.  Grantee authorizes the Company to withhold from any compensation payable to him, or Grantee will contribute as a condition to the exercise of the Option, in accordance with applicable law, any taxes required to be withheld by federal, state or local law as a result of the grant, existence or exercise of the Option.




GRANTEE




                                            
                            
                            

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SCHEDULE I TO AWARD AGREEMENT




Grantee:  _________






Vesting Provisions:


The Option shall vest, and may be exercised with respect to the shares subject thereto, on or after the dates set forth below, subject to earlier termination of the Option as provided in the Award Agreement or in the Plan:


	
		
	Date
	Number of Shares