Exhibit














Exhibit 10.1


FORM OF
META FINANCIAL GROUP, INC.
2002 OMNIBUS INCENTIVE PLAN 


RESTRICTED STOCK AGREEMENT


RS No. _________


This restricted stock award is hereby granted on ________________ by Meta Financial Group, Inc. (the “Corporation”) to ________________ (the “Grantee”) in accordance with the Meta Financial Group, Inc. 2002 Omnibus Incentive Plan, as it may be amended from time to time (the “Plan”), and the following terms and conditions.  Any capitalized term used but not defined in this Agreement shall have the meaning set forth in the Plan.


1.Restricted Shares.  The Corporation hereby awards to the Grantee _______ shares (the “Restricted Shares”) of the common stock of the Corporation, par value $.01 per share (“Common Stock”), pursuant to the Plan and subject to the restrictions and other terms and conditions set forth in this Agreement.  A copy of the Plan, as currently in effect, is incorporated by reference and is attached to this Agreement.


2.Transfer Restrictions and Restriction Period.  During the period commencing on ________________ (the “Grant Date”) and ending on ________________ (the “Restriction Period”), any unvested Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered by the Grantee, except by will or the laws of descent and distribution in the event of the Grantee’s death, pursuant to a qualified domestic relations order as defined in the Code or the rules thereunder, or as provided in this Agreement.


Except as otherwise provided in the Plan or this Agreement or as determined by the Committee in its discretion in accordance with Section 6(b) of the Plan, and provided that the Grantee  maintains Continuous Service during the Restriction Period, the Restricted Shares shall vest and become transferable in accordance with the following schedule: [INSERT VESTING SCHEDULE]


3.Documentation of Restricted Shares.  As of the Grant Date, unless the Restricted Shares vest the same day, the Corporation shall issue Common Stock certificates in the Grantee’s name with respect to the Restricted Shares and shall hold such certificates on behalf of the Grantee until such Restricted Shares become vested as described in Section 2 above.  Such certificates shall bear the following (or a similar) legend:


“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the Corporation’s 2002 Omnibus Incentive Plan, as amended, and an agreement entered into between the registered owner and the Corporation.  Copies of such Plan and the agreement are on file in the offices of the Secretary of the Corporation, 5501 South Broadband Lane, Sioux Falls, South Dakota 57108.”


The Corporation may require the Grantee to execute and deliver stock powers in favor of the Corporation with respect to the certificates representing the Restricted Shares.




4.Delivery of Shares of Common Stock.  Upon the vesting of the Restricted Shares in accordance with Section 2, the Corporation shall deliver to the Grantee (or, if the Grantee has died, the Grantee’s legal representative) a certificate representing such Common Stock.  Such Common Stock shall be free of the restrictions described in Section 2 and shall exclude the restrictive legend described in Section 5.













The Corporation’s obligation to deliver shares of Common Stock hereunder shall, if the Committee so requires, be conditioned upon the receipt of a representation as to the investment intention of the Grantee or any other person to whom such shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the Securities Act of 1933, as amended, or any other federal, state or local securities law or regulation.  In requesting any such representation, the Committee may provide that such representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under the Securities Act of 1933 or other securities law or regulation.  The Corporation shall not be required to deliver any Common Stock upon the vesting of the Restricted Shares prior to (i) the admission of such shares to listing on any stock exchange or system on which the shares of Common Stock may then be listed, and (ii) the completion of such registration or other qualification of such shares under any state or federal law, rule or regulation as the Committee shall determine to be necessary or advisable.


5.Termination of Service or Death of the Grantee.  If the Grantee ceases Continuous Service for any reason other than death, total or partial disability or Retirement, all Restricted Shares that are unvested at the time of such termination of Continuous Service automatically shall be forfeited to the Corporation.  If the Grantee ceases to maintain Continuous Service due to death, total or partial disability or Retirement, all Restricted Shares that are unvested at the time of such termination of Continuous Service shall become fully vested on the date of termination of Continuous Service.  If the Continuous Service of the Grantee is terminated for cause, all rights under this Agreement shall expire immediately upon the Corporation’s notification to the Grantee of such termination.


6.Adjustments for Changes in Capitalization of the Corporation.  In the event of any change in the outstanding shares of Common Stock by reason of any reorganization, recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation, or any change in the corporate structure of the Corporation or in the shares of Common Stock, the number and class of shares covered by this Agreement shall be appropriately adjusted by the Committee, whose determination shall be conclusive.


7.Effect of Change in Control.  If a tender offer or exchange offer for shares of Common Stock (other than such an offer by the Corporation) is commenced, or if the stockholders of the Corporation approve an agreement providing either for a transaction in which the Corporation will cease to be an independent publicly owned entity or for a sale or other disposition of all or substantially all of the assets of the Corporation, any unvested Restricted Shares that have not previously been forfeited shall become fully vested upon the occurrence of such event.


8.Stockholder Rights with respect to Restricted Shares.  Subject to the restrictions and limitations set forth in the Plan and this Agreement, the Grantee shall have all of the rights of a stockholder of the Corporation with respect to the Restricted Shares, including, but not limited to, the right to receive all dividends paid on the Restricted Shares and the right to vote the Restricted Shares. 


9.Binding Effect of Agreement.  The provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and the successors and assigns of the Corporation and any person to whom the Restricted Shares are transferred by will or by the laws of descent and distribution.


10.Withholding Tax.  Upon the vesting of the Restricted Shares in accordance with Section 2 (or at such earlier time, if any, that the Grantee elects under Code Section 83(b) to include the value of the Restricted Shares in taxable income), the Corporation shall have the right to: (i) require the Grantee or such other person to pay to the Corporation the amount of any taxes which the Corporation or any of its Affiliates is required to withhold with respect to such Restricted Shares; (ii) to retain, or sell without notice, a sufficient number of such shares to cover the amount required to be withheld or in lieu of any of the foregoing; or (iii) to withhold a sufficient sum from the Grantee’s compensation payable by the Corporation to satisfy the Corporation’s tax withholding requirements.  The Corporation shall have the right to deduct from any dividends paid with respect to the Restricted Shares the amount of any taxes the Corporation is required to withhold with respect to such dividend payments.  The Corporation’s method of satisfying its withholding obligations shall be solely in the discretion of the Corporation, subject to applicable federal, state and local law.


11.Notices.  All notices hereunder to the Corporation shall be delivered or mailed to it addressed to the Secretary of Meta Financial Group, Inc., 5501 South Broadband Lane, Sioux Falls, South Dakota 57108.  Any notices hereunder to the Grantee shall be delivered personally or mailed to the Grantee’s address noted below.  Such addresses for the service of notices may be changed at any time provided written notice of the change is furnished in advance to the Corporation or to the Grantee, as the case may be.













12.Plan and Plan Interpretations as Controlling.  This Agreement and the terms and conditions set forth herein are subject in all respects to the terms and conditions of the Plan, which are controlling.  All determinations and interpretations of the Committee shall be binding and conclusive upon the Grantee or his legal representatives with regard to any question arising under this Agreement or under the Plan.


13.Grantee Service.  Nothing in this Agreement shall limit the right of the Corporation or any of its Affiliates to terminate the Grantee’s service as a director, officer or employee, or otherwise impose upon the Corporation or any of its Affiliates any obligation to employ or accept the services of the Grantee.


14.Grantee Acceptance.  The Grantee shall signify his/her acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy of this Agreement to the Corporation at the address set forth in Section 11 above.  In signing this Agreement, the Grantee, to the extent such Grantee is an executive officer, director or ten percent stockholder of the Corporation acknowledges that the Restricted Shares may not be sold or otherwise transferred by the Grantee except in accordance with the provisions of Section 16 of the Securities Act of 1934, as amended from time to time.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.


	
		
	META FINANCIAL GROUP, INC.


By: 
Name: ________________
Title: ________________
	GRANTEE




Name: ________________
Address: ____________________________