exv10w17












Exhibit 10.17




EZCORP, INC.

RESTRICTED STOCK AWARD

Award Summary




	 	 	 

	Recipient

	 	[NAME OF NON-EMPLOYEE DIRECTOR]
	 
	 	 
	Social Security No.

	 	[XXX-XX-XXXX]
	 
	 	 
	Award Identification No.

	 	[XXXXXXXXX]
	 
	 	 
	Date of Award

	 	[GRANT DATE]
	 
	 	 
	Number of Shares (Total)

	 	[NUMBER OF SHARES]
	 
	 	 
	Vesting Schedule

	 	Number            Date






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 “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 11 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:	 	 	 	 
	 

Signature of Recipient

	 	 
	 	 	 	 

	 	 






 









 






EZCORP, INC.

RESTRICTED STOCK AWARD

Standard Term and Conditions




The Award described below is made under the EZCORP, Inc. 2010 Long-Term 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 from the Company’s Stock
Plan Administration Department. Unless otherwise defined, all terms used herein shall have the
respective meanings described in Section 5.1 of the Plan.




Unless otherwise specified in a specific Award Agreement, the following terms and conditions apply
to the award of Restricted Stock made on or after May 1, 2010 by EZCORP, Inc., a Delaware
corporation (the “Company”), to any non-employee director of the Company. The recipient of an
Award, the date of the Award and the number of shares of Restricted Stock 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, and the
term “Shares” refers to the shares of Restricted Stock that are subject to the Award.





	1.	 	General — You agree that the following terms and conditions shall apply to the Award.
	 
	2.	 	Restrictions — The Shares are subject to the following restrictions (referred to herein as
the “Restrictions”):






	 	(a)	 	Transfer Restrictions — You may not sell, assign, transfer, pledge or otherwise
dispose of any Shares until those Shares have vested as described below.
	 
	 	(b)	 	Forfeiture Restrictions — If you cease to be a member of the Company’s Board of
Directors for any reason other than your death or Permanent Disability, you will forfeit
any Shares that have not vested as described below. Any Shares that are forfeited shall
be returned to the Company and cancelled, and all of your rights to those Shares will
terminate, without any payment of consideration by the Company.






	3.	 	Vesting and Lapse of Restrictions — Unless forfeited pursuant to Paragraph 2(b), the Shares
will vest in accordance with the Vesting Schedule set forth in the applicable Award Summary.
Notwithstanding that Vesting Schedule, if you case to be a member of the Company’s Board of
Directors by reason of your death or Permanent Disability, all unvested Shares will vest
immediately and automatically. In addition, if you resign or are removed from the Company’s
Board of Directors for circumstances not involving fraud, misconduct, breach of fiduciary duty
or other malfeasance, the Board (acting by majority vote of all directors other than you) may
accelerate the vesting of any unvested Shares if it, in its sole discretion, determines that
the circumstances merit such treatment. The Restrictions applicable to Shares will lapse at
the time the Shares vest.
	 
	4.	 	Ownership of Shares — The Company will issue the Shares in your name in the form of an entry
into a share memo account with the Company’s stock transfer agent. Until the Shares have
vested, the account will show that the Shares are subject to the Restrictions and you shall
not be entitled to transfer the Shares out of that share memo account or receive certificates
representing the Shares, but you shall otherwise be entitled to all the rights of beneficial
ownership. After Shares have vested as described in Paragraph 3, you (or, in the case of your
death or Permanent Disability, your legal representatives) shall have the right to have such
Shares certificated and transferred in accordance with the transfer agent’s procedures
generally applicable to all stockholders.
	 
	 	 	In order to facilitate the transfer back to the Company of any Shares that are forfeited and
cancelled pursuant to Paragraph 2(b), you hereby sell, assign and transfer to the Company any
and all forfeited Shares that are held in your name in the share memo account, and you hereby
irrevocably constitute and appoint the




 









 






	 	 	Secretary of the Company, with full power of substitution, as your agent to transfer the
forfeited Shares on the Company’s stock transfer records. The foregoing is intended to, and
shall, constitute a stock power applicable to the forfeited Shares. Upon the forfeiture of
Shares, such Shares will be transferred back to the Company pursuant to such stock power and
cancelled.
	 
	5.	 	Responsibility for Taxes — The Company is not required to withhold any taxes as a result of
this Award, and you are responsible for the payment of all taxes incurred by you as a result
of your receipt of this Award.
	 
	6.	 	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, Shares will not vest
during an applicable Restricted Period and the applicable period during which the Shares 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.
	 
	7.	 	Prospectus — You may obtain a copy of the prospectus related to the Shares 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 —






	8.	 	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 by electronic transmission
(including e-mail or reference to a website or other URL).
	 
	9.	 	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 holds certain personal information about you, including your name, home
address and telephone number, date of birth, social security number, nationality, 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.
	 
	10.	 	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).
	 
	11.	 	Acceptance of Terms and Conditions — This Award 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 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.