Exhibit 10.5(b)


 


ADVANCE AMERICA, CASH ADVANCE CENTERS, INC.


2004 OMNIBUS STOCK PLAN


RESTRICTED STOCK AGREEMENT


 


This RESTRICTED STOCK
AGREEMENT (this “Restricted Stock Agreement”) is made and entered into
as of [DATE] (the “Date of Grant”), by and between Advance America, Cash
Advance Centers, Inc., a Delaware corporation (the “Company”) and
[EMPLOYEE] (the “Recipient”).


 


WHEREAS, the Board of Directors of the Company (the “Board”) has
approved the grant of Restricted Stock pursuant to the Advance America, Cash
Advance Centers, Inc. 2004 Omnibus Stock Plan (the “Plan”), as
hereinafter defined, to the Recipient as set forth below;


 


NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, and intending to be legally bound hereby, the parties agree as
follows:


 


1.          Definitions.  Capitalized terms which are not defined
herein shall have the meaning set forth in the Plan.


2.          Grant
of Restricted Stock.  The Company
hereby grants to the Recipient [NUMBER] restricted shares of the Class A common
stock of the Company, par value $.01 per share (the “Restricted Stock”),
subject to all of the terms and conditions of this Restricted Stock
Agreement.  The Recipient’s grant and
record of share ownership shall be kept on the books of the Company, until the
restrictions on transfer have lapsed pursuant to Section 3 below.  Shares that have become vested pursuant to
Section 3 below may be evidenced by stock certificates, at the request of the
Recipient, which certificates shall be registered in the name of the Recipient
and delivered to Recipient within five (5) days of such request.


3.          Lapse
of Restrictions.  All Restricted
Stock shall be unvested unless and until they become Vested Shares in
accordance with this Section 3.  If the
Participant is employed by the Company or any Subsidiary as of the applicable
anniversary date set forth below, the Restricted Stock shall become “Vested
Shares” according to the percentage set forth opposite such date:


	
  Date

  	
   

  	
  Cumulative
  Percentage Vested

  	
   

  
	
  [First anniversary of the Date of Grant]

  	
   

  	
  [33
  1/3%]1

  	
   

  	
   

  
	
  [Second anniversary of the Date of Grant]

  	
   

  	
  [33
  1/3%]%

  	
   

  
	
  [Third anniversary of the Date of Grant]

  	
   

  	
  [33
  1/3%]%

  	
   

  
					













1              [Dates
and vesting percentages determined by the Committee at the time of Grant.]


 

















 


 


4.          Restrictions on Transfer.  Shares of Restricted Stock
may not be transferred or otherwise disposed of by the Recipient prior to
become Vested Shares, including by way of sale, assignment, transfer, pledge or
otherwise except by will or the laws of descent and distribution.


5.          Rights
as a Stockholder.  The Company shall
hold in escrow all dividends, if any, that are paid with respect to the shares
of Restricted Stock until all restrictions on such shares have lapsed.  Recipient agrees that the right to vote any
shares for which the restrictions on transfer set forth in Section 3 hereof
have not yet lapsed (the “Unvested Shares”) will be held by the Company
and, accordingly, shall execute an irrevocable proxy in favor of the Company
for all shares of Restricted Stock in the form supplied by the Company.


6.          Notices.  Any notice required or permitted under this
Restricted Stock Agreement shall be deemed given when delivered personally, or
when deposited in a United States Post Office, postage prepaid, addressed, as
appropriate, to the Recipient either at the Recipient’s address as last known
by the Company or such other address as the Recipient may designate in writing
to the Company.


7.          Securities
Laws Requirements.  The Company
shall not be obligated to transfer any shares of Company common stock from the
Recipient to another party, if such transfer, in the opinion of counsel for the
Company, would violate the Securities Act of 1933, as amended from time to time
(or any other federal or state statutes having similar requirements as may be
in effect at that time).  Further, the
Company may require as a condition of transfer of any shares to the Recipient
that the Recipient furnish a written representation that he or she is holding
the shares for investment and not with a view to resale or distribution to the
public.


8.          Protections
Against Violations of Restricted Stock Agreement.  No purported sale, assignment, mortgage, hypothecation, transfer,
pledge, encumbrance, gift, transfer in trust (voting or other) or other
disposition of, or creation of a security interest in or lien on, any of the
shares of Restricted Stock by any holder thereof in violation of the provisions
of this Restricted Stock Agreement or the Certificate of Incorporation or the
By-Laws of the Company, shall be valid, and the Company will not transfer any
of said shares of Restricted Stock on its books nor will any of said shares of
Restricted Stock be entitled to vote, nor will any dividends be paid thereon,
unless and until there has been full compliance with said provisions to the
satisfaction of the Company.  The
foregoing restrictions are in addition to and not in lieu of any other
remedies, legal or equitable, available to enforce said provisions.


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9.          Taxes.  The Recipient understands that he or she
(and not the Company) shall be responsible for any tax obligation that may
arise as a result of the transactions contemplated by this Restricted Stock
Agreement and shall pay to the Company the amount determined by the Company to
be such tax obligation at the time such tax obligation arises.  If the Recipient fails to make such payment,
the number of shares necessary to satisfy the tax obligations shall be
forfeited.  The Recipient shall promptly
notify the Company of any election made pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended from time to time (the “Code”).


 


THE RECIPIENT ACKNOWLEDGES THAT IT IS THE RECIPIENT’S SOLE
RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION
83(b) OF THE CODE, IN THE EVENT THAT THE RECIPIENT DESIRES TO MAKE THE
ELECTION.


 


10.        Legend.  The Company’s Secretary shall, or shall
instruct the Company’s transfer agent to, provide stop transfer instructions in
the Company’s stock records to prevent any transfer of the Restricted Stock for
any purpose until the stock is vested. 
Any certificate that the Secretary or the transfer agent deems necessary
to issue to represent shares of Restricted Stock shall, until all restrictions
lapse and new certificates are issued, bear the following legend:


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING REQUIREMENTS AND MAY BE
SUBJECT TO REACQUISITION BY THE COMPANY UNDER THE TERMS OF THAT CERTAIN
RESTRICTED STOCK AGREEMENT BY AND BETWEEN ADVANCE AMERICA, CASH ADVANCE
CENTERS, INC. (THE “COMPANY”) AND THE HOLDER OF THE SECURITIES.  PRIOR TO VESTING OF OWNERSHIP IN THE
SECURITIES, THEY MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED, TRANSFERRED,
SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY
CIRCUMSTANCES.  COPIES OF THE ABOVE
REFERENCED AGREEMENT ARE ON FILE AT THE OFFICES OF THE COMPANY, 135 NORTH
CHURCH STREET, SPARTANBURG, SOUTH CAROLINA, 29306.


 


11.        Failure
to Enforce Not a Waiver.  The
failure of the Company to enforce at any time any provision of this Restricted
Stock Agreement shall in no way


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be
construed to be a waiver of such provision or of any other provision hereof.


12.        Governing
Law.  This Restricted Stock
Agreement shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflict of laws.


13.        Amendments.  Except as otherwise provided in Section 16,
this Restricted Stock Agreement may be amended or modified at any time only by
an instrument in writing signed by each of the parties hereto.


14.        Survival
of Terms.  This Restricted Stock
Agreement shall apply to and bind the Recipient and the Company and their
respective permitted assignees and transferees, heirs, legatees, executors,
administrators and legal successors.


15.        Agreement
Not a Contract for Services. 
Neither the grant of Restricted Stock, this Restricted Stock Agreement
nor any other action taken pursuant to this Restricted Stock Agreement shall
constitute or be evidence of any agreement or understanding, express or
implied, that the Recipient has a right to continue to provide services as an
officer, director, employee or consultant of the Company for any period of time
or at any specific rate of compensation.


16.        Severability.  If a provision of this Restricted Stock
Agreement is held invalid by a court of competent jurisdiction, the remaining
provisions will nonetheless be enforceable according to their terms.  Further, if any provision is held to be over
broad as written, that provision shall be amended to narrow its application to
the extent necessary to make the provision enforceable according to applicable
law and enforced as amended.


17.        Plan.  The Restricted Stock is granted pursuant to
the Plan, and the Restricted Stock and this Restricted Stock Agreement are in
all respects governed by the Plan and subject to all of the terms and
provisions thereof, whether such terms and provisions are incorporated in this
Restricted Stock Agreement by reference or are expressly cited.


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IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Restricted Stock Agreement on
the day and year first above written.


 


 


 


 


	
   

  	
   

  
	
   

  	
  Advance America, Cash
  Advance Centers, Inc.

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME]:

  	
   

  
					



 


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IRREVOCABLE
PROXY


 


I, the undersigned, hereby irrevocably authorize and empower __________
(the “Proxy”) to represent me with respect of any and all Unvested
Shares (as such term is defined in the Restricted Stock Agreement (the “Restricted
Stock Agreement”) by and between Advance America, Cash Advance Centers,
Inc. (the “Company”) and [          
], at any and all general meetings of the shareholders of the Company.


 


The Proxy is irrevocably authorized and empowered to receive, in my
stead, any and all notices of and invitations to the Company’s general
meetings, and to participate in all such general meetings; and the Proxy is
authorized and empowered to vote all such Unvested Shares in such manner as the
Proxy shall, in the Proxy’s sole discretion, deem to be in the best interests
of the Company.


 


This proxy shall remain in full force and effect until the shares of
Restricted Stock granted to me pursuant to the Restricted Stock Agreement have
vested in accordance with the terms of the Restricted Stock Agreement, unless
otherwise determined by the Company.


 


	
  NAME:

  	
   

  	
   

  
	
   

  
	
  DATE:

  	
   

  	
   

  



 


	
  SIGNATURE:

  	
   

  	
   

  



 


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