EX-10.1






EXHIBIT 10.1




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.
	 

	 	

	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.



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 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: