Exhibit 10.4



 





Exhibit 10.4




RENT-WAY, INC.




STOCK OPTION AGREEMENT




     THIS AGREEMENT (“Agreement”) is made and entered into as of this «Day» day of «Month» «Year»,
by and between Rent-Way, Inc., a Pennsylvania corporation (the “Company”) and the undersigned
employee (the “Optionee”).



WITNESSETH:




     WHEREAS, the Company has determined that an option to purchase shares of common stock of the
Company be granted to Optionee under the Rent-Way «PlanYear» Stock Option Plan (the “Plan”); and



     WHEREAS, the Board of Directors of the Company or a committee thereof has approved the grant
evidenced hereby.



     NOW, THEREFORE, in consideration of the premises, the mutual promises and representations
contained in this Agreement, and intending to be legally bound, the parties agree as follows:




	 	1.  	Stock Option. The Company hereby grants to Optionee an option (the
“Option”) to purchase, upon the terms and conditions set forth herein and in the Plan,
that number of shares of common stock of the Company set forth on Exhibit A. Subject
to the terms of the Plan and applicable law, the Option will be treated as an incentive
stock option or as a non-qualified stock option (in each case as such terms are defined
in the Plan) as set forth on Exhibit A.
	 
	 	2.  	Terms of Stock Option. The Option is subject to the following terms
and conditions:






	 	a.  	The exercise price is set forth on Exhibit A.
	 
	 	b.  	The Option will vest immediately. The shares of stock subject
to the Option will be subject to restrictions on transfer described on Exhibit
A. The certificates representing such shares shall bear a legend with respect
to those restrictions determined by the Company.
	 
	 	c.  	The Option may be exercised in whole or in part at any time or
from time to time by delivering a written notice (in the form attached hereto)
to the Company and paying to the Company the exercise price. Subject to
paragraph (e) below, if Optionee ceases to be employed by, or ceases to be in
the service of the Company for any reason other than death or disability,
Optionee will have the right to exercise the Option at any time within
three months after such termination, but only to the extent the Option was
exercisable at the date of such termination. Any portion of the Option not
then exercised will immediately expire following such three-month period.










 









 











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	 	   	In no event may the Option be exercised after its expiration date.
	 
	 	d.  	The Option may be exercised only by Optionee during his or her
lifetime, except in the case of death or disability, in which case it may be
exercised, in whole or in part, within one year following such death or
disability to the extent Optionee could have exercised the Option as of the
date of death or disability, by the person or persons who acquire the Option by
bequest or inheritance or by the Optionee’s legal representative. In no event
may the Option be exercised after its expiration date. The determination of
whether Optionee’s employment with or service to the Company has ceased due to
disability will be made by the Compensation Committee of the Company’s Board of
Directors or such other body administering the Plan in accordance with its
terms.
	 
	 	e.  	Notwithstanding the second sentence of paragraph (c) above, the
Option will expire automatically and may not be exercised following the
involuntary termination of Optionee’s employment with or service to the
Company. The determination of whether Optionee’s employment with or service to
the Company has been involuntarily terminated will be made by the Compensation
Committee of the Company’s Board of Directors or such other body administering
the Plan in accordance with its terms.
	 
	 	f.  	The exercise price will be payable to the Company upon the
exercise of the Option either (i) in cash or by check, (ii) by delivery of
Company common stock already owned by Optionee having a fair market value equal
to the exercise price or (iii) by a combination of (i) and (ii) above. To the
extent not inconsistent with the restrictions on transfer pertaining to the
stock subject to the Option as described on Exhibit A, the Option may also be
exercised by delivery to the Company of an irrevocable written notice
instructing the Company to deliver the shares deliverable upon exercise of the
Option to a broker selected by the Company, subject to the broker’s written
guarantee to deliver cash to the Company in the full amount of the exercise
price due on the Option’s exercise. The fair market value of stock delivered
in payment of the exercise price of the Option will be determined as of any
date in the same manner as the exercise price in accordance with the terms of
the Plan.
	 
	 	g.  	The Option will expire automatically at 11:59 p.m. Erie,
Pennsylvania local time on the expiration date as set forth on Exhibit A.






	 	3.  	Rights as Shareholder. Optionee will have no rights as a shareholder
with respect to any shares covered by the Option until the date of the issuance of a
stock certificate representing the shares acquired on exercise thereof.
	 
	 	4.  	Investment Purpose. This Option is granted on the condition that the
purchases of stock covered by the Option will be for investment purposes, and not with
a view towards resale or distribution. However, in the event the stock subject to the
Option is registered under the Securities Act of 1933, as amended, or a resale of





 









 










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	 	   	stock
without registration with the Securities and Exchange Commission would otherwise be
permissible, such condition will be inoperative if, in the opinion of counsel for the
Company, such condition is not required under the Securities Act of 1933 or any other
applicable law, regulation, or rule of any governmental agency, national securities
exchange or national securities association. All certificates for common stock issued
by the Company pursuant to this Agreement may contain the following statement:




	 	   	   	The securities represented by this certificate have not been
registered under any applicable federal or state securities
acts in reliance upon exemptions under those acts. These
securities may not be transferred unless the Company
receives a satisfactory opinion of counsel that such
transfer has been registered or is exempt from registration
under applicable securities laws.





	 	5.  	No Right to Continued Employment. Nothing in this agreement, the Plan
or any agreement or instrument delivered in connection herewith or therewith confers
upon Optionee the right to continue in the employ of or continue to provide service to
the Company or to be entitled to any remuneration or benefits not set forth in this
Agreement, the Plan or any other agreement, or to interfere with or limit in any way
the right of the Company to terminate Optionee’s employment or service.
	 
	 	6.  	Miscellaneous.






	 	a.  	This Agreement is binding upon the parties and their heirs,
legal representatives, successors and assigns.
	 
	 	b.  	This Agreement is subject to the terms of the Plan in all
respects. Any term or provision hereof that is inconsistent with the Plan will
be inoperative and the Plan will control.
	 
	 	c.  	The Option represented hereby is not transferable by the
Optionee except by will or the laws of descent and distribution.
	 
	 	d.  	The Agreement is governed by and will be construed in
accordance with the laws of the Commonwealth of Pennsylvania.










 









 











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     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized
officer and Optionee has signed this Agreement.



	 	 	 
	OPTIONEE:

	 	RENT-WAY, INC.
	 
	 	 
	«OptioneeName»
	 	 
	«OptioneeSSNumber»
	 	 
	 
	 	 
	

Signature of Optionee

	 	By: 

William E. Morgenstern
	 
	 	 
	

Print Name of Optionee

	 	Title: Chief Executive Officer
	 
	 	 
	

Address
	 	 
	 
	 	 
	

Address
	 	 






 









 





EXHIBIT A




Number of shares subject to Option: «NumberofShares»



Tax status of Option: «TaxStatus»



Exercise price of Option: $«ExercisePrice»



Exercisability: The Option will vest and become exercisable immediately on grant.



Expiration Date: The Option may be exercised within a five (5) year period from the date of
grant.



Restrictions on Transfer: The shares received on exercise of the Option will not be
transferable except as follows:



33 1/3% on and after the third anniversary of the grant date of the Option.



33 1/3% on and after the fourth anniversary of the grant date of the Option.



33 1/3% on and after the fifth anniversary of the grant date of the Option.



 









 





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EXERCISE OF STOCK OPTION AND DECLARATION




     Pursuant to the provisions of the stock option agreement entered into as of ___,
200___between Rent-Way, Inc. (the “Company”) and the undersigned as Optionee, I hereby exercise the
Option granted thereunder to the extent of ___shares of common stock of the Company. I hereby
make payment in full in accordance with the terms of the stock option agreement.


	 	 	 	 	 
	 	 	 
	Date: _____________, 20__ 	 	 
	 	(Optionee Signature)
 	 
	 	Print Name:  _________________________



Social Security Number:  _______________


Address: __________________________