exv10w16






Exhibit 10.16




EZCORP, INC.

RESTRICTED STOCK AWARD

Award Summary




	 	 	 

	Recipient

	 	[NAME OF EXECUTIVE OFFICER]
	 
	 	 
	Employee No.

	 	[XXX-XX-XXXX]
	 
	 	 
	Award Identification No.

	 	[XXXXXXXXX]
	 
	 	 
	Date of Award

	 	[GRANT DATE]
	 
	 	 
	Number of Shares (Total)

	 	[NUMBER OF SHARES]
	 
	 	 
	Vesting Schedule*

	 	Number            Date








 




			
	*	 	Subject to the Performance Goals described in Exhibit A.





EZCORP, Inc., a Delaware corporation (the “Company”), is pleased to award you shares of the
Company’s Class A Non-Voting Common Stock, subject to the “Standard Terms and Conditions” attached
to this Award Summary (the “Term and Conditions”). This Award Summary, together with the Terms and
Conditions, shall constitute the Award Agreement with regard to the award of Restricted Stock
described herein.




As provided in Paragraph 16 of the Terms and Conditions, this award of Restricted Stock will not be
effective until you have accepted the award, and acknowledged and agreed to the terms and
conditions set forth in the Award Agreement, by executing this Award Summary in the space provided
below and returning it to the Company’s Stock Plan Administrator, 1901 Capital Parkway, Austin,
Texas 78746.




	 	 	 	 	 
	 	Awarded subject to the terms and conditions stated above:



EZCORP, INC.

 
	 	By:  	 	 
	 	 	 	 



I hereby accept the Award described herein and acknowledge and agree to the terms and conditions
set forth in the Award Agreement:




	 	 	 	 	 	 	 	 	 

	 

	 	 	 	Date:	 	 	 	 
	 

[NAME OF EXECUTIVE OFFICER]

	 	 
	 	 	 	 

	 	 






 









 






EXHIBIT A




This Exhibit constitutes a part of the Award Summary to which it is attached, and is hereby
incorporated into such Award Summary.




PERFORMANCE GOALS




[DESCRIPTION OF SPECIFIC PERFORMANCE GOALS]




 









 








EZCORP, INC.

RESTRICTED STOCK UNIT AWARD

Standard Term and Conditions




The Award described below is made under the EZCORP, Inc. 2010 Incentive Plan (the “Plan”) and
is governed by the terms of the Plan in addition to the terms and conditions stated in the Award
Agreement referred to below. A copy of the Plan is available on the Company website at [INSERT
URL]. Unless otherwise defined, all terms used herein shall have the respective meanings described
in Section 5.1 of the Plan.




The following terms and conditions apply to the award of Restricted Stock Units by EZCORP, Inc., a
Delaware corporation (the “Company”), to any employee of the Company or any Subsidiary of the
Company. The recipient of any Award, the date of the Award and the number of Restricted Stock
Units awarded are set forth in an Award Summary that has been duly executed and issued by the
Company and appropriately acknowledged and accepted by the recipient (the “Award Summary”). That
Award Summary, together with these term and conditions, shall constitute the Award Agreement with
regard to the Award. As used herein, the term “you” (and derivatives thereof) refers to the
recipient of the Award.





	1.	 	General — Each Restricted Stock Unit awarded to you represents your right to receive one
share of Stock on the applicable vesting date, subject to the terms and conditions described
herein. As a material inducement to the Company to make this Award, you agree that the
following terms and conditions shall apply to this Award, that you are not otherwise entitled
to this Award, that the Company is providing this Award in consideration for your promises and
agreements below and that the Company would not grant this Award absent those promises and
agreements.
	 
	2.	 	Vesting — The Company will issue you one share of Stock for each vested Restricted Stock
Unit. The Stock will be delivered to you on the applicable vesting date or as soon as
administratively practicable thereafter. The Restricted Stock Units will vest in accordance
with the schedule set forth in the applicable Award Summary.
	 
	3.	 	Expiration — If your Employment (as defined below) terminates for any reason other than your
death or Permanent Disability, any Restricted Stock Units that have not vested will expire at
that time. If your Employment is terminated by reason of your death or Permanent Disability,
all Restricted Stock Units will vest immediately and automatically upon such termination of
Employment.
	 
	 	 	As used herein, the term “Employment” means your regular full-time or part-time employment
with the Company or any of its Subsidiaries, and the term “Employer” means the Company (if you
are employed by the Company) or the Subsidiary of the Company that employs you.
	 
	4.	 	Rights as a Stockholder — You will have no rights as a stockholder with respect to Stock
that may be issued pursuant this Award until that Stock is issued and registered in your name
on the books of the Company’s transfer agent. You will have no rights to receive dividend
equivalent payments with respect to Stock that may be issued pursuant to this Award.
Restricted Stock Units will be satisfied solely through the issuance and delivery of Stock.
	 
	5.	 	Agreement With Respect to Taxes — You must pay any taxes that are required to be withheld by
the Company or the Employer as a result of this Award or the issuance of Stock pursuant to
this Award. You also agree that, subject to compliance with applicable law, the Company or
the Employer may recover from you any taxes that may be payable by the Company or the Employer
in any jurisdiction in relation to this Award or the issuance of Stock pursuant to this Award.
You may pay such amounts in cash or make other arrangements satisfactory to the Company or
the Employer for the payment of such amounts. You agree that the Company and the Employer, at
their sole discretion and to the fullest extent permitted by law, shall have the right to (a)
demand that you pay such amounts in cash, (b) deduct such amounts from any payments of any
kind otherwise due to you or (c) withhold from Stock to which you would otherwise be entitled
the




 









 






	 	 	number of shares of Stock having an aggregate Fair Market Value at that time equal to the
amount you owe. In the event the Company and the Employer, in their sole discretion,
determine that your obligations will not be satisfied under the methods described in this
paragraph, you hereby authorize the Company (or its agent) to sell a portion of the Stock that
is issued in satisfaction of the Restricted Stock Units, which the Company determines as
having at least the market value sufficient to meet your obligations (plus additional shares
to account for rounding and market fluctuations), and use the net proceeds of such sale to
satisfy your obligations. Any such shares may be sold as part of a block trade for the
collective benefit of you and other participants, with all such participants receiving an
average price.
	 
	6.	 	Leaves of Absence — If you take a leave of absence from active Employment that has been
approved by the Employer or is one to which you are legally entitled regardless of such
approval, the following provisions will apply:






	 	(a)	 	Vesting During Leave — Notwithstanding the vesting schedule set forth in the Award
Summary, no Restricted Stock Units will vest during a leave of absence lasting more than
30 days, unless such leave of absence is an approved medical, FMLA or military leave.
The vesting that would have otherwise occurred during a leave of absence lasting more
than 30 days (other than an approved medical, FMLA or military leave) will be deferred by
the number of days you are on leave of absence. For example, if Restricted Stock Units
are scheduled to vest on October 1, 2010 through October 1, 2013, and you take a 60-day
leave of absence, the dates on which the vesting occurs will be deferred to November 30,
2010 through November 30, 2013.
	 
	 	(b)	 	Effect of Termination During Leave — If your Employment is terminated while you
are on a leave of absence, the Restricted Stock Units will expire or vest in accordance
with the terms stated in Paragraph 3 above.






	7.	 	Return of Share Value — By accepting this Award, you agree that if the Company determines
that you engaged in “Conduct Detrimental to the Company” (as defined below) during your
Employment or during the one-year period following the termination of your Employment, you
shall be required, upon demand, to return to the Company, in the form of a cash payment, the
“Returnable Share Value.” For this purpose, “Returnable Share Value” means the total Fair
Market Value of all Stock that was issued to you pursuant to this Award (including any Stock
that was withheld or sold to satisfy your obligations under Paragraph 6 above), determined as
of the date such Stock was issued to you. The payment of the Returnable Share Value shall be
in addition to and separate from any other relief or remedies available to the Company due to
your Conduct Detrimental to the Company.
	 
	 	 	For purposes of this Agreement, you will be considered to have engaged in “Conduct Detrimental
to the Company” if (a) you engage in serious misconduct (whether or not such serious
misconduct is discovered by the Company prior to the termination of your Employment) or (b)
you breach your obligations to the Company pursuant to the Protection of Sensitive
Information, Noncompetition and Nonsolicitation Agreement between you and the Company.
	 
	8.	 	Transferability — The Restricted Stock Units are not transferable except as described in
this Paragraph, and the provisions of this Paragraph shall apply notwithstanding any other
provision herein to the contrary.






	 	(a)	 	The Restricted Stock Units are transferable by will or the laws of descent and
distribution.
	 
	 	(b)	 	The Restricted Stock Units may be transferred to (1) one or more “Family Members”
(as defined below), (2) a trust in which you or Family Members own more than 50% of the
beneficial interests, (3) a foundation in which you or Family Members control the
management of assets or (4) any other entity in which you or Family Members own more than
50% of the voting interests; provided, however, that in any case, (A) the transfer is by
way of gift or is otherwise a donative transfer or, in the case of a transfer to an
entity, the transfer is made in exchange for an interest in the entity and (B) the
transferee expressly acknowledges that the terms and provisions of the Award Agreement
will continue to apply to the Restricted Stock Units in the hands of the transferee. For
purpose of this




 









 






	 	 	 	provision, the term “Family Member” shall mean your spouse, former spouse, child, stepchild, grandchild,
parent, stepparent, grandparent, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law (including adoptive
relationships) or any person sharing your household (other than a tenant or employee).
Notwithstanding the provisions of this subparagraph (b), any transfer described herein
must be made in compliance with such procedural rules and regulations (including those
pertaining to the timing of transfers) as are established from time to time by the
Company.
	 
	 	(c)	 	The Restricted Stock Units may be transferred under a domestic relations order in
settlement of marital property rights, so long as the transferee expressly acknowledges
that the terms and provisions of the Award Agreement will continue to apply to the
Restricted Stock Units in the hands of the transferee.






	 	 	Any attempt to transfer the Restricted Stock Units not in accordance with the provisions of
this Paragraph shall result in an immediate and automatic expiration and cancellation of such
Restricted Stock Units, and the Company shall have no obligation to any purported transferee
with respect to such Restricted Stock Units.
	 
	9.	 	Trading Restrictions — The Company may establish periods from time to time during which your
ability to engage in transactions involving the Stock is subject to specified restrictions
(“Restricted Periods”). Notwithstanding any other provisions herein, Restricted Stock Units
will not vest, and Stock will not be issued with respect thereto, during an applicable
Restricted Period and the applicable period during which Restricted Stock Units vest shall be
extended until the end of such Restricted Period, unless such vesting is specifically
permitted by the Company (in its sole discretion). You may be subject to a Restricted Period
for any reason that the Company determines appropriate, including Restricted Periods generally
applicable to employees or groups of employees or Restricted Periods applicable to you during
an investigation of allegations of misconduct or Conduct Detrimental to the Company by you.
	 
	10.	 	Prospectus — A copy of the prospectus related to the Stock underlying the Restricted Stock
Units is available on the Company’s website at [INSERT URL]. In addition, you may obtain a
copy of the prospectus free of charge by making a request to the Company’s Stock Plan
Administration Department:






	 	 	Address — 1901 Capital Parkway, Austin, Texas 78746

Telephone —

E-mail —






	11.	 	Notice — You agree that notices regarding this Award may be given to you in writing either
at your home address as shown in the records of the Company or the Employer, or by electronic
transmission (including e-mail or reference to a website or other URL) sent to you through the
Company’s normal process for communicating electronically with its employees.
	 
	12.	 	Special Acknowledgements — By accepting this Award, you expressly acknowledge the following:






	 	•	 	This Award does not confer upon you any right to expectation of employment by, or to
continue in the employment of, your Employer.
	 
	 	•	 	The Plan is discretionary in nature and may be suspended or terminated by the Company
at any time.
	 
	 	•	 	The Award is a one-time benefit that does not create any contractual or other right to
receive future Awards or benefits in lieu of Awards.
	 
	 	•	 	All determinations with respect to future Awards, if any, including the award date,
the nature and size of the Award and the vesting dates, will be at the sole discretion of
the Company.
	 
	 	•	 	Your participation in the Plan, and your acceptance of this Award, is entirely
voluntary.
	 
	 	•	 	The value of this Award (including the Stock that may be issued pursuant to this
Award) is an extraordinary item of compensation, is not part of normal or expected
compensation for any purpose and is not to be used for purposes of calculating any
severance, resignation, redundancy, end of service payments,




 









 






	 	 	 	bonuses, long-service awards, pension or retirement benefits or similar payments, and you
waive any claim on such basis.
	 
	 	•	 	The grant of an equity interest in the Company (represented by this Award) gives rise
to the Company’s need (on behalf of itself and its stockholders) to protect itself from
Conduct Detrimental to the Company, and your promises and agreements described in
Paragraph 7 above are designed to protect the Company and its stockholders from Conduct
Detrimental to the Company.
	 
	 	•	 	Vesting of Restricted Stock Units ceases upon termination of Employment for any
reason, except as may otherwise be explicitly provided in the Award Agreement or the
Plan.
	 
	 	•	 	The future value of the Restricted Stock Units (and the Stock that may be issued
pursuant to this Award) is unknown and cannot be predicted with certainty.
	 
	 	•	 	You understand, acknowledge and agree that you will have no rights to compensation or
damages related to this Award or any Stock that may be issued pursuant to this Award as a
consequence of the termination of your Employment for any reason whatsoever and whether
or not in breach of contract.






	13.	 	Data Privacy Consent — As a condition to Company’s making this Award, you consent to the
collection, use and transfer of personal data as described in this Paragraph. You understand
that the Company and its Subsidiaries hold certain personal information about you, including
your name, home address and telephone number, date of birth, social security number, salary,
nationality, job title, any ownership interests or directorships held in the Company or its
Subsidiaries and details of all Awards made or cancelled (collectively, “Data”). You further
understand that the Company and its Subsidiaries will transfer Data among themselves as
necessary for the purposes of implementation, administration and management of your
participation in the Plan, and that the Company and any of its Subsidiaries may each further
transfer Data to any third parties assisting the Company in the implementation, administration
and management of the Plan. You understand that these recipients may be located in the United
States of America, the European Economic Area or elsewhere. You authorize them to receive,
possess, use, retain and transfer such Data as may be required for the administration of the
Plan or the subsequent holding of Stock on your behalf, in electronic or other form, for the
purposes of implementing, administering and managing your participation in the Plan, including
any requisite transfer to a broker or other third party with whom you may elect to deposit any
 shares of Stock acquired under the Plan. You understand that you may, at any time, view such
Data or require any necessary amendments to it.
	 
	14.	 	Governing Law and Venue — This Award Agreement and the Plan shall be governed by, and
construed in accordance with, the laws of the State of Delaware, United States of America.
The venue for any and all disputes arising out of or in connection with this Agreement shall
be Travis County, Texas, United States of America, and the courts sitting exclusively in
Travis County, Texas, United States of America shall have exclusive jurisdiction to adjudicate
such disputes. Each party hereby expressly consents to the exercise of jurisdiction by such
courts and hereby irrevocably and unconditionally waives, to the fullest extent it may legally
and effectively do so, any objection that it may now or hereafter have to such laying of venue
(including the defense of inconvenient forum).
	 
	15.	 	Effect of Invalid Provisions — If any of the terms or conditions set forth in the Award
Agreement are determined by a court of competent jurisdiction to be unenforceable, any
Restricted Stock Units that have not vested as described above will expire at that time and
you agree to return to the Company the Returnable Share Value (as defined in Paragraph 7
above) with respect to all Stock theretofore issued to you pursuant to the Award.
	 
	16.	 	Acceptance of Terms and Conditions — This Award will not be effective and you may not take
action with respect to the Restricted Stock Units or the Stock that may be issued pursuant to
this Award until you have accepted the Award and acknowledged and agreed to the terms and
conditions set forth in the Award Agreement in the manner prescribed by the Company. Failure
to accept the Award prior to the first vesting date will result in immediate and automatic
expiration and cancellation of the Award. You should print a copy of these Terms and
Conditions and your Award Summary for your records.