exv4w1



 





Exhibit 4.1




COMPOSITE

ACE CASH EXPRESS, INC.

1997 STOCK INCENTIVE PLAN

(AS AMENDED THROUGH NOVEMBER 14, 2003)




     On August 4, 1997, the Board of Directors of Ace Cash Express, Inc.
adopted the following 1997 Stock Incentive Plan:




     1. PURPOSE. The purpose of the Plan is to provide key employees with
a proprietary interest in the Company through the granting of options and
Restricted Stock Awards which will




	 	(a)	 	increase the interest of the key employees in the Company’s and its Subsidiaries’ welfare;
	 
	 	(b)	 	furnish an incentive to the key employees to continue their services for the Company and its Subsidiaries; and
	 
	 	(c)	 	provide a means through which the Company and its Subsidiaries may attract able persons to enter its employ.





     2. ADMINISTRATION. The Plan will be administered by the Committee.




     3. PARTICIPANTS. The Committee shall, from time to time, select the
particular key employees of the Company and its Subsidiaries to whom
options and Restricted Stock Awards are to be granted and who will, upon
such grant, become participants in the Plan. For purposes of the Plan,
“key employees” are those officers and employees whose performance and
responsibilities are determined by the Committee to be influential to the
success of the Company and its Subsidiaries.




     4. STOCK OWNERSHIP LIMITATION. No Incentive Option may be granted to
a key employee who owns more than 10% of the voting power of all classes of
capital stock of the Company or its Parent or Subsidiaries; except that
this limitation will not apply if the option price is at least 110% of the
fair market value of the Common Stock at the time the Incentive Option is
granted and the Incentive Option is not exercisable more than five years
from the date it is granted.




     5. SHARES SUBJECT TO PLAN. The Board may not grant options and
Restricted Stock Awards under the Plan in the aggregate for more than
2,115,000 shares of Common Stock of the Company, including (without
limitation) to any key employee, but this number may be adjusted to
reflect, if deemed appropriate by the Committee, any stock dividend, stock
split, share combination, recapitalization, or the like of or by the
Company. Shares to be optioned and sold or to be granted as Restricted
Stock Awards may be made available or granted from either authorized but
unissued Common Stock or Common Stock held by the Company in its treasury.
Shares that by reason of the expiration, forfeiture or cancellation of an
option or Restricted Stock Award or otherwise are no longer subject to
purchase pursuant to an option, or are no longer outstanding as a
Restricted Stock Award, granted under the Plan may be re-offered under the
Plan.




     6. LIMITATION ON AMOUNT. The aggregate fair market value (determined
at the time of grant) of the shares of Common Stock which any key employee
is first eligible to purchase in any calendar year by exercise of Incentive
Options granted under the Plan and all incentive stock option plans of the
Company or its Parent or Subsidiaries shall not exceed $100,000. For this
purpose, the fair market value (determined at the date of grant of each
option) of the Common Stock purchasable by exercise of an Incentive Option
(or an installment thereof) shall be counted against the $100,000 annual
limitation for a key employee only for the calendar year such Common Stock
is first purchasable under the terms of the option.



 









 






     7. ALLOTMENT OF SHARES. The Committee shall determine the number of
shares of Common Stock to be offered from time to time by grant of options
and Restricted Stock Awards to key employees of the Company or its
Subsidiaries. The grant of an option or a Restricted Stock Award to a key
employee shall not be deemed to entitle the employee to, or to disqualify
the employee from, participation in any other grant of options or
Restricted Stock Awards under the Plan.




     8. GRANT OF OPTIONS. All options under the Plan shall be granted by
the Committee, which is authorized to grant Incentive Options and
Nonqualified Options under the Plan. Each grant of options shall be
evidenced by a stock option agreement containing such terms and provisions
as are approved by the Committee, but not inconsistent with the Plan,
including (without limitation) provisions that may be necessary to assure
that any option that is intended to be an Incentive Option will comply with
Section 422 of the Internal Revenue Code. The Company shall execute stock
option agreements upon instructions from the Committee. The Plan shall be
submitted to the Company’s shareholders for approval. The Committee may
grant options under the Plan prior to the time of shareholder approval, and
those options will be effective when granted, but if for any reason the
shareholders of the Company do not approve the Plan prior to one year from
the date of adoption of the Plan by the Board, all options granted under
the Plan will be terminated and of no effect. No option may be exercised
in whole or in part prior to such shareholder approval. A stock option
agreement may provide that the participant may request approval from the
Committee to exercise an option or a portion thereof by tendering shares of
Common Stock, at the fair market value per share on the date of exercise,
in lieu of cash payment of the exercise price.




     9. OPTION PRICE. The option price of an Incentive Option shall not be
less than 100% of the fair market value per share of the Common Stock (or
110% of such value if required by Section 4) on the date the Incentive
Option is granted. The Committee shall determine the fair market value of
the Common Stock on the date of grant of the Incentive Option, using any
reasonable valuation method, and shall set forth the determination in the
resolutions it adopts or in minutes.




     10. OPTION PERIOD. The Option Period will begin on the date the
option is granted, which will be the date the Committee authorizes the
option unless the Committee specifies another date (which can only be a
later date if the option is an Incentive Option). No option may terminate
later than ten years from the date the option is granted. The Committee
may provide for the exercise of options in installments and upon such
terms, conditions, and restrictions as it may determine. The Committee may
provide for termination of the option in the case of termination of
employment or for any other reason.




     11. RIGHTS IN EVENT OF DEATH OR DISABILITY. If a participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Internal
Revenue Code) prior to expiration of his or her right to exercise an option
in accordance with the provisions of the applicable stock option agreement
without having totally exercised the option, the option may be exercised,
to the extent of the shares with respect to which the option could have
been exercised by the participant on the date of his or her death or
disability (or to such other extent provided in the stock option
agreement), (a) in the case of death, by the participant’s estate or by the
person who acquired the right to exercise the option by bequest or
inheritance or by reason of the death of the participant, or (b) in the
case of disability, by the participant or his or her personal
representative, provided the option is exercised prior to the date of its
expiration or not more than 180 days after the date of termination of the
participant’s employment because of his or her death or disability (or such
other date as may be provided in the stock option agreement), whichever
first occurs. The date of disability of a participant shall be determined
by the Committee.




     12. PAYMENT AND EXERCISE OF OPTION. Full payment for shares purchased
upon exercising an option shall be made at the time of exercise in cash or
by check, or if the stock option agreement so permits, by tendering shares
of Common Stock at the fair market value per share at that time, or on such
other terms as are set forth in the applicable stock option agreement. No
shares may be issued until full payment of the purchase price therefor has
been made, and a participant will have none of the rights of a shareholder
of the Company regarding those shares until those shares are issued to him.
In addition, the participant shall tender payment of such amount as may be
requested by the Company, if any, for the purpose of satisfying its
liability to withhold federal, state, or local income or other taxes
incurred by reason of the exercise of an option.




     Options granted under the Plan may be exercised during the Option
Period at such times, in such amounts, in accordance with such terms, and
subject to such restrictions as are set forth in the applicable stock
option agreements.



 









 






   A stock option agreement may provide for acceleration of exercise upon termination of employment for any reason.
In no event may an option be exercised or shares be issued pursuant to the exercise of an option if any requisite action, approval, or consent of
any governmental authority of any kind having jurisdiction over the exercise of options shall not have been taken or secured.




     13. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS. Each Restricted
Stock Agreement shall be in such form and shall contain such terms and
conditions as the Committee shall deem appropriate. The terms and
conditions of such Restricted Stock Agreements may change from time to
time, and the terms and conditions of separate Restricted Stock Agreements
need not be identical, but each such Restricted Stock Agreement shall be
subject to the terms and conditions of this Section 13.




     (a) Forfeiture Restrictions. Shares of Common Stock that are the
subject of a Restricted Stock Award shall be subject to restrictions on
disposition by the Grantee and to an obligation of the Grantee to forfeit
and surrender the shares to the Company under certain circumstances
(“Forfeiture Restrictions”). The Forfeiture Restrictions shall be
determined by the Committee in its sole discretion, and the Committee may
provide that the Forfeiture Restrictions shall lapse on the passage of
time, the attainment of one or more performance targets established by the
Committee, or the occurrence of such other event or events determined to
be appropriate by the Committee. The Forfeiture Restrictions applicable to
a particular Restricted Stock Award (which may differ from any other such
Restricted Stock Award) shall be stated in the Restricted Stock Agreement.




     (b) Restricted Stock Awards. At the time any Restricted Stock Award
is granted under the Plan, the Company and the Grantee shall enter into a
Restricted Stock Agreement setting forth each of the matters addressed in
this Section 13 and such other matters as the Committee may determine to
be appropriate. Shares of Common Stock granted pursuant to a Restricted
Stock Award shall be represented by a stock certificate registered in the
name of the Grantee of such Restricted Stock Award. The Grantee shall
have the right to receive dividends with respect to the shares of Common
Stock subject to a Restricted Stock Award, to vote the shares of Common
Stock subject thereto and to enjoy all other shareholder rights with
respect to the shares of Common Stock subject thereto, except that, unless
provided otherwise in the Restricted Stock Agreement, (i) the Grantee
shall not be entitled to delivery of the shares of Common Stock or the
certificate representing them until the Forfeiture Restrictions have
expired, (ii) the Company or an escrow agent shall retain custody of the
shares of Common Stock and the certificate representing them until the
Forfeiture Restrictions have expired, (iii) the Grantee may not sell,
transfer, pledge, exchange, hypothecate or otherwise dispose of the shares
of Common Stock until the Forfeiture Restrictions subject thereto have
expired, and (iv) a breach of the terms and conditions established by the
Committee pursuant to the Restricted Stock Agreement shall cause a
forfeiture of the Restricted Stock Award. At the time of any Restricted
Stock Award, the Committee may, in its sole discretion, prescribe
additional terms, conditions or restrictions relating to the Restricted
Stock Award, including (without limitation) rules pertaining to the
termination of the Grantee’s employment with the Company or a Subsidiary
(by retirement, disability, death or otherwise) before expiration of the
Forfeiture Restrictions. Such additional terms, conditions or
restrictions shall also be set forth in a Restricted Stock Agreement made
in connection with the Restricted Stock Award.




     (c) Rights and Obligations of Grantee. One or more stock
certificates representing shares of Common Stock, free of Forfeiture
Restrictions, shall be delivered to the Grantee promptly after, and only
after, the Forfeiture Restrictions with respect to such shares have
expired. Each Restricted Stock Agreement shall require that (i) the
Grantee, by his or her acceptance of the Restricted Stock Award, shall
irrevocably grant to the Company a power of attorney to transfer any
shares so forfeited to the Company and agrees to execute any documents
requested by the Company in connection with such forfeiture and transfer,
and (ii) such provisions regarding transfers of forfeited shares of Common
Stock shall be specifically performable by the Company in a court of
equity or law.




     (d) Restriction Period. The Restriction Period for a Restricted
Stock Award shall commence on the date of grant of the Restricted Stock
Award and, unless otherwise established by the Committee and stated in the
corresponding Restricted Stock Agreement, shall expire upon satisfaction
of the conditions set forth in the Restricted Stock Agreement pursuant to
which the Forfeiture Restrictions will lapse.




     (e) Securities Restrictions. The Committee may impose other
conditions on any shares of Common Stock subject to a Restricted Stock
Award as it may deem advisable, including, without limitation, (i)
restrictions under applicable state or federal securities laws, and (ii)
the requirements of any stock exchange or market quotation system upon
which shares of Common Stock are then listed or quoted.



 









 






     (f) Payment for Restricted Stock. The Committee shall determine the
amount and form of any payment required to be made for shares of Common
Stock subject to a Restricted Stock Award. In the absence of such a
determination, the Grantee shall not be required to make any payment for
shares of Common Stock subject to a Restricted Stock Award, except to the
extent otherwise required by law.




     (g) Forfeiture of Restricted Stock. Subject to the provisions of the
particular Restricted Stock Agreement, on termination of the Grantee’s
employment with the Company or a Subsidiary during the Restriction Period,
the shares of Common Stock subject to the Restricted Stock Award shall be
forfeited by the Grantee. Upon any forfeiture, all rights of the Grantee
with respect to the forfeited shares of Common Stock subject to the
Restricted Stock Award shall cease and terminate, without any further
obligation on the part of the Company, except that if so provided in the
Restricted Stock Agreement applicable to the Restricted Stock Award, the
Company shall repurchase each of the shares of Common Stock forfeited for
the purchase price per share paid by the Grantee. The Committee will have
discretion to determine whether the employment of a Grantee has terminated
and the date on which such employment terminated and whether the Grantee’s
employment terminated as a result of the disability of the Grantee.




     (h) Lapse of Forfeiture Restrictions in Certain Events; Committee’s
Discretion. Notwithstanding the provisions of Section 13(g) or any other
provision in the Plan to the contrary, the Committee may, in its
discretion and as of a date determined by the Committee, fully vest any or
all Common Stock awarded to the Grantee pursuant to a Restricted Stock
Award, and upon such vesting, all Forfeiture Restrictions applicable to
such Restricted Stock Award shall lapse or terminate. Any action by the
Committee pursuant to this Section 13(h) may vary among individual
Grantees and may vary among the Restricted Stock Awards held by any
individual Grantee. Notwithstanding the preceding provisions of this
Section 13(h), the Committee may not take any action described in this
Section 13(h) with respect to a Restricted Stock Award that has been
designed to meet the exception for performance-based compensation under
Section 162(m) of the Internal Revenue Code.




     14. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The number of shares of
Common Stock covered by each outstanding option and each outstanding
Restricted Stock Award granted under the Plan and the option or purchase
price may be adjusted to reflect, as deemed appropriate by the Committee,
any stock dividend, stock split, share combination, exchange of shares,
sale of all or substantially all outstanding capital stock,
recapitalization, merger, consolidation, separation, reorganization, sale
of all or substantially all assets, liquidation, or the like of or by the
Company.




     In the event of a merger, consolidation, share exchange, sale of all
or substantially all outstanding capital stock, reorganization, sale of all
or substantially all assets, liquidation, recapitalization, separation, or
the like of or by the Company, (i) the Company (acting by or through the
Board or the Committee) may make such arrangements as it deems advisable
with respect to outstanding options granted under the Plan, and those
arrangements shall be binding upon each participant who holds an
outstanding option granted under the Plan, including (without limitation)
arrangements for the substitution of new options for any options then
outstanding (by conversion or otherwise), the assumption of any such
outstanding options, or the payment for any such outstanding options, and
(ii) unless the terms of the applicable Restricted Stock Agreement
otherwise provide, the Forfeiture Restrictions applicable to each
outstanding Restricted Stock Award shall lapse and shares of Common Stock
subject to such Restricted Stock Award shall be released from escrow, if
applicable, and delivered to the Grantees free of any Forfeiture
Restriction. Any such arrangements relating to an Incentive Option shall
comply with the requirements of Section 422 of the Internal Revenue Code
and the regulations thereunder. If (a) the Company becomes a party to an
agreement providing for the merger, consolidation, or share exchange of or
by the Company, any other sale of all or substantially all of the
outstanding Common Stock, or any sale of all or substantially all of
the assets of the Company (any such transaction, a “Transaction”) and the
agreement provides that the holders of the outstanding shares of Common
Stock will receive cash, securities, or other property directly or
indirectly from one or more persons or entities other than the Company or
any of its Subsidiaries (collectively, if more than one, the “Purchaser”)
upon the effectiveness of the Transaction, and (b) the Company does not
make arrangements for the substitution of new options from the Purchaser
for any options then outstanding (by conversion or otherwise), the
assumption of such options by the Purchaser, or the payment for such
options, then the Plan shall terminate and any options outstanding under
the Plan shall terminate



 









 






upon the effectiveness of such Transaction;
provided, however, that all outstanding options granted under the Plan
(whether or not theretofore vested or exercisable) shall become immediately
exercisable during the ten days immediately preceding the effective date of
such Transaction as well as on the effective date of the Transaction until
it is effective. If the options will so terminate upon the effectiveness
of a Transaction, the Company shall give each holder of an option at least
ten days’ notice of the opportunity to exercise his or her options before
such termination. The Company shall, prior to the effectiveness of the
Transaction, issue all Common Stock purchased by exercise of outstanding
options, and such Common Stock shall be treated as issued and outstanding
for purposes of the Transaction.




     15. NON-ASSIGNABILITY. Incentive Options and, unless specified in the
applicable stock option agreement, Nonqualified Options may not be
transferred other than by will or by the laws of descent and distribution.
Except to the extent provided in Section 11, during a participant’s
lifetime, Incentive Options and, unless specified in the applicable stock
option agreement, Nonqualified Options granted to a participant may be
exercised only by the participant.




     16. INTERPRETATION AND LIABILITY. The Committee shall interpret the
Plan and shall prescribe such rules and regulations in connection with the
operation of the Plan as it determines to be advisable for the
administration of the Plan. The Committee may rescind and amend its rules
and regulations. Neither the Committee nor any member thereof shall be
liable for any action, omission, interpretation, construction, or
determination made in connection with the Plan in good faith, and the
members of the Committee shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss, damage, or
expense (including, without limitation, attorneys’ fees) arising therefrom
to the full extent permitted by law and the Articles of Incorporation and
the Bylaws of the Company.




     17. AMENDMENT OR DISCONTINUANCE. The Plan may be amended or
discontinued by the Board or the Committee without the approval of the
shareholders of the Company, except that any amendment that would (a)
materially increase the number of securities that may be issued under the
Plan or (b) materially modify the requirements of eligibility for
participation in the Plan must be approved by the shareholders of the
Company.




     18. EFFECT OF PLAN. Neither the adoption of the Plan nor any action
of the Board or the Committee shall be deemed to give any key employee any
right to be granted an option to purchase Common Stock or any other rights
except as may be evidenced by a stock option agreement, or any amendment
thereto, duly authorized by the Committee and executed on behalf of the
Company, and then only to the extent and on the terms and conditions
expressly set forth therein. The existence of the Plan and the options
granted hereunder shall not affect in any way the right or power of the
Board or the shareholders of the Company to make or authorize any
adjustment, recapitalization, reorganization, or other change in the
Company’s capital structure or its business, any merger or consolidation of
the Company, any issue of bonds, debentures, or shares of preferred stock
ahead of or affecting the Common Stock or the rights of the holders
thereof, the dissolution or liquidation of the Company or any sale or
transfer of all or any part of its assets or business, or any other
corporate act or proceeding. Nothing in this Plan shall be construed as
conferring upon any participant the right to continue as an employee,
officer, or director of the Company.




     19. TERM. Unless sooner terminated by action of the Board, this Plan
will terminate on August 4, 2007. The Committee may not grant options
under the Plan after that date, but options granted before that date will
continue to be effective in accordance with their terms.




     20. APPLICABLE LAW. This Plan shall be construed and enforced in
accordance with, and governed by, the laws of the State of Texas.




     21. DEFINITIONS. For the purpose of this Plan, unless the context
requires otherwise, the following terms shall have the meanings indicated:




	 	(a)	 	“Board” means the Board of Directors of the Company.
	 
	 	(b)	 	“Committee” means the committee of the Board
appointed to administer the Plan, or in the absence of such a
committee, the entire Board.




 









 






	 	(c)	 	“Common Stock” means the Common Stock which the
Company is currently authorized to issue or may in the future be
authorized to issue (as long as the common stock varies from
that currently authorized, if at all, only in amount of par
value).
	 
	 	(d)	 	“Company” means Ace Cash Express, Inc., a Texas
corporation.
	 
	 	(e)	 	“Incentive Option” means an option granted under the
Plan which meets the requirements of Section 422 of the Internal
Revenue Code.
	 
	 	(f)	 	“Internal Revenue Code” means the Internal Revenue
Code of 1986, as amended, and any successor statute.
	 
	 	(g)	 	“Nonqualified Option” means an option granted under
the Plan which is not an Incentive Option.
	 
	 	(h)	 	“Option Period” means the period during which an
option may be exercised.
	 
	 	(i)	 	“Parent” means any corporation in an unbroken chain
of corporations ending with the Company if, at the time of
granting of the option, each of the corporations other than the
Company owns capital stock possessing 50% or more of the total
combined voting power of all classes of capital stock in one of
the other corporations in the chain.
	 
	 	(j)	 	“Plan” means this 1997 Stock Incentive Plan as may be
amended from time to time.
	 
	 	(k)	 	“Subsidiary” means any corporation in an unbroken
chain of corporations beginning with the Company if, at the time
of the granting of the option, each of the corporations other
than the last corporation in the unbroken chain owns capital
stock possessing 50% or more of the total combined voting power
of all classes of capital stock in one of the other corporations
in the chain, and “Subsidiaries” means more than one of any such
corporations.
	 
	 	(l)	 	“Grantee” means a key employee to whom a Restricted
Stock Award has been granted under the Plan.
	 
	 	(m)	 	“Restriction Period” means the period during which
the Common Stock under a Restricted Stock Award is
nontransferable and subject to Forfeiture Restrictions, as
defined in Section 13(a) of the Plan, set forth in the related
Restricted Stock Agreement.
	 
	 	(n)	 	“Restricted Stock Agreement” means the written
agreement evidencing the grant of a Restricted Stock Award
executed by the Company and the Grantee, including (without
limitation) any amendments thereto. Each Restricted Stock
Agreement shall be subject to the terms and conditions of the
Plan.
	 
	 	(o)	 	“Restricted Stock Award” means an award, granted
under Section 13 of this Plan, of shares of Common Stock issued
to the Grantee for such consideration, if any, and subject to
such restrictions on transfer, rights of first refusal,
repurchase provisions, forfeiture provisions and other terms
and conditions as are established by the Committee.