exv10w3












Exhibit 10.3




RESTRICTED STOCK UNIT AWARD AGREEMENT

DOLLAR FINANCIAL CORP.

2007 EQUITY INCENTIVE PLAN





     THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of
                     (the “Effective Date”) between Dollar Financial Corp. (the “Company”) and
                    
(the “Grantee”).



     WHEREAS, the Company maintains the Dollar Financial Corp. 2007 Equity Incentive Plan (the
“Plan”) for the benefit of its employees, directors and consultants who provide services to the
Company (or a Parent or Subsidiary); and



     WHEREAS, the Plan permits the award of restricted stock units (“Restricted Stock Units”) with
respect to shares of the Company’s common stock (the “Common Stock”); and



     WHEREAS, to compensate the Grantee for his service to the Company and to further align the
Grantee’s personal financial interests with those of the Company’s stockholders, the Company wishes
to award the Grantee a number of restricted stock units, on the terms and conditions contained in
the Plan and this Agreement.



     NOW, THEREFORE, it is hereby agreed as follows:



     1. Grant of Restricted Stock Units. The Company hereby awards to the Grantee, as of
the Effective Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit which vests
shall entitle the Grantee to receive one share of Common Stock on the specified issuance date. The
number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable
vesting schedule for those shares, the date on which those vested shares shall become issuable to
the Grantee and the remaining terms and conditions governing the award (the “Award”) shall be as
set forth in this Agreement.



AWARD SUMMARY




	 	 	 
	Number
of Shares
Subject to Award:

	 	
                                

shares of Common Stock (the “Shares”).
	 
	 	 
	Vesting Schedule:

	 	The Shares shall vest in a series of ___(___)
successive equal ___installments over the
___-(year) period measured from ___, provided
the Grantee remains in Continuous Status as an
Employee, Director or Consultant through each such
vesting date.






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	Issuance Schedule:

	 	The Shares will be issued immediately upon vesting
in accordance with the foregoing Vesting Schedule or
as soon as practicable thereafter, but in no event
later than the later of (i) the close of the
calendar year in which the Shares vest or (ii) the
fifteenth day of the third calendar month following
such vesting date. In no event, however, will any
Shares actually be issued to the Grantee unless and
until the applicable withholding taxes are collected
from the Grantee. The procedures pursuant to which
the applicable withholding taxes are to be collected
are set forth in Paragraph 6 of this Agreement. The
settlement of all Restricted Stock Units which vest
under the Award shall be made solely in Shares. In
no event, however, shall any fractional shares be
issued. Accordingly, the total number of Shares to
be issued pursuant to the Award shall, to the extent
necessary, be rounded down to the next whole share
in order to avoid the issuance of a fractional
share.






     2. Limited Transferability. Prior to actual receipt of the Shares which vest and
become issuable hereunder, the Grantee may not transfer any interest in the Award or the underlying
Shares. Any Shares which vest hereunder but which otherwise remain unissued at the time of the
Grantee’s death may be transferred pursuant to the provisions of the Grantee’s will or the laws of
inheritance.



     3. Cessation of Service. Should the Grantee cease Continuous Status as an Employee,
Director or Consultant for any reason prior to vesting in one or more Shares subject to this Award,
then the Award will be immediately cancelled with respect to those unvested Shares, and the number
of Restricted Stock Units will be reduced accordingly. The Grantee shall thereupon cease to have
any right or entitlement to receive any Shares under those cancelled units.



     4. Stockholder Rights. The holder of this Award shall not have any stockholder
rights, including voting or dividend rights, with respect to the Shares subject to the Award until
the Grantee becomes the record holder of those Shares following their actual issuance upon the
Company’s collection of the applicable withholding taxes.



     5. Adjustment in Shares. If any change is made to the Common Stock through
recapitalization, reclassification, stock combination, stock dividend, stock split, reverse stock
split, spin off (resulting in a substantial reduction in the value of the Common Stock),
extraordinary corporate distribution or other similar transaction, an equitable adjustment shall be
made to the total number and/or class of securities issuable pursuant to this Award by the
Administrator, whose determination will be final, binding and conclusive.



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     6. Collection of Withholding Taxes. Until such time as the Company provides the
Grantee with written or electronic notice to the contrary, the Company shall collect the federal,
state and local income and employment taxes (the “Withholding Taxes”) required to be withheld with
respect to the issuance of the vested Shares hereunder through an automatic share withholding
procedure pursuant to which the Company will withhold, at the time of such issuance, a portion of
the Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of those
taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so
withheld shall not exceed the minimum statutory amount required to be withheld by the Company.
Notwithstanding the foregoing, the Administrator may, at its sole discretion, require that such
Withholding Taxes be paid through one of the following methods selected by the Administrator in
lieu of the Share Withholding Method:




          - the Grantee’s delivery of his or her separate check payable to the Company in
the amount of such taxes, or




          - the use of the proceeds from a next-day sale of the Shares issued to the
Grantee, provided and only if (i) such a sale is permissible under the Company’s trading
policies governing the sale of Common Stock, (ii) the Grantee makes an irrevocable
commitment, on or before the issue date for those Shares, to effect such sale of the Shares
and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under
Section 402 of the Sarbanes-Oxley Act of 2002.


     7. Compliance with Laws and Regulations. The issuance of shares of Common Stock
pursuant to the Award shall be subject to compliance by the Company and Grantee with all applicable
requirements of law relating thereto and with all applicable regulations of any stock exchange on
which the Common Stock may be listed for trading at the time of such issuance.



     8. Notices. Any notice required to be given or delivered to the Company under the
terms of this Agreement shall be in writing and addressed to the Company at its principal corporate
offices. Any notice required to be given or delivered to the Grantee shall be in writing and
addressed to Grantee at the address indicated below Grantee’s signature line on this Agreement.
All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail,
postage prepaid and properly addressed to the party to be notified.



     9. Successors and Assigns. Except to the extent otherwise provided in this Agreement,
the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company
and its successors and assigns and the Grantee, the Grantee’s assigns, the legal representatives,
heirs and legatees of the Grantee’s estate and any beneficiaries of the Award designated by the
Grantee.



     10. Construction. This Agreement and the Award evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All
decisions of the Administrator with respect to any question or issue arising under the Plan or this
Agreement shall be conclusive and binding on all persons having an interest in the Award.



     11. Governing Law. The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of Delaware without resort to that State’s
conflict-of-laws rules.



     12. Employment at Will. Nothing in this Agreement or in the Plan shall confer upon
the Grantee any right to continue in service for any period of specific duration or interfere with
or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing
or retaining the Grantee) or of the



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Grantee, which rights are hereby expressly reserved by each, to terminate the Grantee’s
service at any time for any reason, with or without cause.



     13. Definitions. All capitalized terms in this Agreement that are not defined herein
shall have the meaning assigned to them in the Plan.



     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first
indicated above.



DOLLAR FINANCIAL CORP.




	 	 	 	 	 
	By:
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	GRANTEE
	 	 	 	 
	 
	 	 	 	 
	Signature:
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	 
	 	 	 





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Exhibit 10.4




DOLLAR FINANCIAL CORP.

NOTICE OF GRANT OF STOCK OPTION




     Notice is hereby given of the following option grant (the “Option”) to purchase shares of the
Common Stock of Dollar Financial Corp. (the “Company”):



	 	 	 	 	 	 	 
	 

	 	Optionee:	 	 	 	 
	 

	 	 

	 	 
	 
	 

	 	Grant Date:	 	 	 	 
	 

	 	 

	 	 
	 
	 

	 	Vesting Commencement Date:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 

	 	Exercise Price: $
	 	 	 	per share
	 

	 	 
	 	 
	 
	 

	 	Number of Option Shares:
	 	 	 	shares
	 

	 	 

	 	 
	 
	 

	 	Expiration Date:	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 
	 

	Type of Option:   
	 	Nonqualified Stock Option







Exercise Schedule: The Option shall become exercisable for the Option Shares
in a series of ___successive equal ___installments upon Optionee’s completion
of each year of Continuous Status as an Employee, Director or Consultant over the
___period measured from the Vesting Commencement Date. In no event shall the
Option become exercisable for any additional Option Shares after Optionee’s cessation
of Continuous Status as an Employee, Director or Consultant.



     Optionee understands and agrees that the Option is granted subject to and in accordance with
the terms of the Dollar Financial Corp. 2007 Equity Incentive Plan (the “Plan”). Optionee further
agrees to be bound by the terms of the Plan and the terms of the Option as set forth in the Stock
Option Agreement attached hereto as Exhibit A. Optionee hereby acknowledges the receipt of
a copy of the official prospectus for the Plan in the form attached hereto as Exhibit B. A
copy of the Plan is available upon request made to the Corporate Secretary at the Company’s
principal offices.



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     Employment at Will. Nothing in this Notice or in the attached Stock Option Agreement
or in the Plan shall confer upon Optionee any right to continue in service for any period of
specific duration or interfere with or otherwise restrict in any way the rights of the Company (or
any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby
expressly reserved by each, to terminate Optionee’s service at any time for any reason, with or
without cause.



     Definitions. All capitalized terms in this Notice shall have the meaning assigned to
them in this Notice or in the attached Stock Option Agreement.




DATED:                                        




	 	 	 	 	 
	 	 	DOLLAR FINANCIAL CORP.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 

	 	OPTIONEE
	 
	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 





ATTACHMENTS


Exhibit A — Stock Option Agreement

Exhibit B — Plan Summary and Prospectus




EXHIBIT
A


STOCK OPTION AGREEMENT

EXHIBIT B




PLAN SUMMARY AND PROSPECTUS




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Exhibit
10.5





INTERNATIONAL

RESTRICTED STOCK UNIT AWARD AGREEMENT

DOLLAR FINANCIAL CORP. 2007 STOCK INCENTIVE PLAN




     THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of                      (the
“Effective Date”) between Dollar Financial Corp. (the “Company”) and                     (the “Grantee”).



     WHEREAS, the Company maintains the Dollar Financial Corp. 2007 Stock Incentive Plan (the
“Plan”) for the benefit of its key employees, directors and consultants who provide services to the
Company; and



     WHEREAS, the Plan permits the award of restricted stock units (“Restricted Stock Units”) with
respect to shares of the Company’s Common Stock (the “Common Stock”); and



     WHEREAS, to compensate the Grantee for his service to the Company and to further align the
Grantee’s personal financial interests with those of the Company’s stockholders, the Company wishes
to award the Grantee a number of restricted stock units, on the terms and conditions contained in
the Plan and this Agreement.



     NOW, THEREFORE, it is hereby agreed as follows:



     14. Grant of Restricted Stock Units. The Company hereby awards to the Grantee, as of
the Effective Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit which vests
shall entitle the Grantee to receive one share of Common Stock on the specified issuance date. The
number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable
vesting schedule for those shares, the date on which those vested shares shall become issuable to
the Grantee and the remaining terms and conditions governing the award (the “Award”) shall be as
set forth in this Agreement.



AWARD SUMMARY




	 	 	 
	Number of Shares Subject
to Award:

	 	                     shares of Common Stock (the “Shares”).
	 
	 	 
	Vesting
Schedule:

	 	The Shares shall vest in a series of
___successive equal ___installments
measured from ___ provided the Grantee
remains in Continuous Status as an Employee,
Director or Consultant through each such vesting
date.






53









 







	 	 	 
	Issuance Schedule:

	 	The Shares will be issued immediately upon
vesting in accordance with the foregoing Vesting
Schedule. In no event, however, will any Shares
actually be issued to the Grantee unless and
until the applicable withholding taxes are
collected from the Grantee. The procedures
pursuant to which the applicable withholding
taxes are to be collected are set forth in
Paragraph 6 of this Agreement. The settlement
of all Restricted Stock Units which vest under
the Award shall be made solely in Shares. In no
event, however, shall any fractional shares be
issued. Accordingly, the total number of Shares
to be issued pursuant to the Award shall, to the
extent necessary, be rounded down to the next
whole share in order to avoid the issuance of a
fractional share.






     15. Limited Transferability. Prior to actual receipt of the Shares which vest and
become issuable hereunder, the Grantee may not transfer any interest in the Award or the underlying
Shares. Any Shares which vest hereunder but which otherwise remain unissued at the time of the
Grantee’s death may be transferred pursuant to the provisions of the Grantee’s will or the laws of
inheritance.



     16. Cessation of Service. Should the Grantee cease Service for any reason prior to
vesting in one or more Shares subject to this Award, then the Award will be immediately cancelled
with respect to those unvested Shares, and the number of Restricted Stock Units will be reduced
accordingly. The Grantee shall thereupon cease to have any right or entitlement to receive any
Shares under those cancelled units.



     17. Stockholder Rights. The holder of this Award shall not have any stockholder
rights, including voting or dividend rights, with respect to the Shares subject to the Award until
the Grantee becomes the record holder of those Shares following their actual issuance upon the
Company’s collection of the applicable Withholding Taxes.



     18. Adjustment in Shares. Subject to any required action by the shareholders of the
Company, if the outstanding shares of Common Stock are increased, decreased, changed into or
exchanged for a different number or kind of shares or securities of the Company or a successor
entity, or for other property (including without limitation, cash), through reorganization,
recapitalization, reclassification, stock combination, stock dividend, stock split, reverse stock
split, spin off, extraordinary corporate distribution or other similar transaction, an appropriate
and proportionate adjustment shall be made to the total number and/or class of securities issuable
pursuant to this Award by the Administrator, whose determination will be final, binding and
conclusive.



54









 





     19. Collection of Withholding Taxes. Until such time as the Company provides the
Grantee with written or electronic notice to the contrary, the Company shall collect the income and
employment taxes and other payments and amounts required to be withheld with respect to the
issuance of the vested Shares hereunder (the “Withholding Taxes”) through an automatic share
withholding procedure pursuant to which the Company will withhold, at the time of such issuance, a
portion of the Shares with a Fair Market Value (measured as of the issuance date) equal to the
amount of those taxes (the “Share Withholding Method”); provided, however, that the amount of any
Shares so withheld shall not exceed the minimum statutory amount required to be withheld by the
Company. Notwithstanding the foregoing, the Administrator may, at its sole discretion, require
that such Withholding Taxes be paid through one of the following methods selected by the
Administrator in lieu of the Share Withholding Method




          - the Grantee’s delivery of his or her separate check payable to the Company in
the amount of such taxes, or




          - the use of the proceeds from a next-day sale of the Shares issued to the
Grantee, provided and only if (i) such a sale is permissible under the Company’s trading
policies governing the sale of Common Stock, (ii) the Grantee makes an irrevocable
commitment, on or before the issue date for those Shares, to effect such sale of the Shares
and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under
Section 402 of the Sarbanes-Oxley Act of 2002.



     20. Compliance with Laws and Regulations. The issuance of shares of Common Stock
pursuant to the Award shall be subject to compliance by the Company and Grantee with all applicable
requirements of law relating thereto and with all applicable regulations of any stock exchange (or
the Nasdaq National Market, if applicable) on which the Common Stock may be listed for trading at
the time of such issuance.



     21. Notices. Any notice required to be given or delivered to the Company under the
terms of this Agreement shall be in writing and addressed to the Company at its principal corporate
offices. Any notice required to be given or delivered to the Grantee shall be in writing and
addressed to Grantee at the address indicated below Grantee’s signature line on this Agreement.
All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail,
postage prepaid and properly addressed to the party to be notified.



     22. Successors and Assigns. Except to the extent otherwise provided in this
Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the
Company and its successors and assigns and the Grantee, the Grantee’s assigns, the legal
representatives, heirs and legatees of the Grantee’s estate and any beneficiaries of the Award
designated by the Grantee.



     23. Construction. This Agreement and the Award evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All
decisions of the Administrator with respect to any question or issue arising under the Plan or this
Agreement shall be conclusive and binding on all persons having an interest in the Award.



     24. Governing Law. The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of Delaware without resort to that State’s
conflict-of-laws rules.



     25. Employment at Will. Nothing in this Agreement or in the Plan shall confer upon
the Grantee any right to continue in service for any period of specific duration or interfere with
or otherwise restrict in any way the rights of the Company (or any Subsidiary employing or
retaining the Grantee) or of the Grantee, which



55









 







rights are hereby expressly reserved by each, to terminate the Grantee’s service at any time
for any reason, with or without cause, subject to local law and the terms of any employment
agreement.




     26. Authorization to Release Necessary Personal Information. The Grantee hereby
authorizes and directs his or her employer to collect, use and transfer in electronic or other
form, any personal information (the “Data”) regarding the Grantee’s employment, the nature and
amount of his or her compensation and the fact and conditions of the Grantee’s participation in the
Plan (including, but not limited to, the Grantee’s name, home address, telephone number, date of
birth, social security number (or any other social or national identification number), salary,
nationality, race, job title, number of shares of Common Stock held and the details of all awards,
options or any other entitlement to shares of Common Stock awarded, cancelled, exercised, vested,
unvested or outstanding for the purpose of implementing, administering and managing the Grantee’s
participation in the Plan. The Grantee understands that the Data may be transferred to the Company
or any of its Subsidiaries, or to any third parties assisting in the implementation, administration
and management of the Plan, including any requisite transfer to a broker or other third party
assisting with the awards under the Plan or with whom the Shares or cash from the sale of such
Shares may be deposited. The Grantee acknowledges that recipients of the Data may be located in
different countries, and those countries may have data privacy laws and protections different from
those in the country of the Grantee’s residence. The Grantee authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purpose of
implementing, administering and managing the Grantee’s participation in the Plan. Furthermore, the
Grantee acknowledges and understands that the transfer of the Data to the Company or any of its
subsidiaries, or to any third parties is necessary for the Grantee’s participation in the Plan.
The Grantee may at any time withdraw the consents herein with respect to the Data, by contacting
his or her human resources representative in writing. The Grantee further acknowledges that
withdrawal of consent may affect his or her ability to vest in or realize benefits from the Awarded
Shares, and his or her ability to participate in the Plan.



     27. No Entitlement or Claims for Compensation. The grant of awards under the Plan is
made at the discretion of the Administrator, and the Plan may be suspended or terminated by the
Company at any time. The grant of an award in one year or at one time or repeatedly in the past
does not in any way entitle the Grantee to the grant of an award (or benefits in lieu of awards) in
the future. The Plan is wholly discretionary in nature and is not to be considered part of the
Grantee’s normal or expected compensation subject to severance, resignation, termination, payment
in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar compensation. The value of the Award and any Shares issued
thereunder is an extraordinary item of compensation which is outside the scope of the Grantee’s
employment contract (if any). The Grantee will have no rights to compensation or damages as a
result of the his or her termination of employment for any reason whatsoever, whether or not in
breach of contract, insofar as those rights arise or may arise from the Grantee ceasing to have
rights under this Award as a result of such cessation or from the loss or diminution in value of
such rights. If the Grantee did acquire any such rights, the Grantee is deemed to have waived them
irrevocably by accepting the Award.



     28. Electronic Delivery. The Company may deliver any documents related to the Award,
the Plan or future awards that may be granted under the Plan by electronic means. Such means of
electronic delivery include, but do not necessarily include, the delivery of a link to a Company
intranet or the internet site of a third party involved in administering the Plan, the delivery of
the documents via e-mail or such other means of electronic delivery specified by the Company. The
Grantee hereby acknowledges that the Grantee has read this provision and consents to the electronic
delivery of the documents. The Grantee acknowledges that he or she may receive from the Company a
paper copy of any documents delivered electronically at no cost to the Grantee by contacting the
Company. The Grantee further acknowledges that he or she will be provided with a paper copy



56









 





of any documents if the attempted electronic delivery of such documents fails. Similarly, the
Grantee understands that the Grantee must provide the Company with a paper copy of any documents if
the attempted electronic delivery of such documents fails.




     29. Definitions. All capitalized terms in this Agreement that are not defined herein
shall have the meaning assigned to them in the Plan.



     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first
indicated above.



DOLLAR FINANCIAL CORP.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	GRANTEE
	 	 	 	 
	 
	 	 	 	 
	Signature:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





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