exv10w88



 



Exhibit 10.88




EZCORP, INC.

2003 INCENTIVE PLAN




SCOPE AND PURPOSE OF PLAN




     EZCORP, Inc., a Delaware corporation (the “Corporation”), has adopted this
2003 Incentive Plan (the “Plan”) to provide for the granting of:


     (a) Incentive Options (hereafter defined) to certain Key Employees
(hereafter defined);


     (b) Nonstatutory Options (hereafter defined) to certain Key Employees,
Non-Employee Directors (hereafter defined) and other Persons;


     (c) Restricted Stock Awards (hereafter defined) to certain Key Employees
and other Persons; and


     (d) Stock Appreciation Rights (hereafter defined) to certain Key Employees
and other Persons.


     The purpose of the Plan is to provide an incentive for Key Employees and
directors of the Corporation or its Subsidiaries (hereafter defined) to aid the
Corporation in attracting able Persons to enter the service of the Corporation
and its Subsidiaries, to extend to them the opportunity to acquire a
proprietary interest in the Corporation so that they will apply their best
efforts for the benefit of the Corporation, and to remain in the service of the
Corporation or its Subsidiaries. This Plan has been adopted by the Board of
Directors and shareholders of the Corporation prior to the registration of any
securities of the Corporation under the Exchange Act (hereafter defined) and
accordingly amounts paid under the Plan are exempt from the provisions of
Section 162(m) of the Code (hereafter defined).


SECTION 1.  DEFINITIONS



	1.1	 	“Acquiring Person” means any Person other than the Corporation, any
Subsidiary of the Corporation, any employee benefit plan of the
Corporation or of a Subsidiary of the Corporation or of a corporation
owned directly or indirectly by the shareholders of the Corporation in
substantially the same proportions as their ownership of Stock of the
Corporation, or any trustee or other fiduciary holding securities under an
employee benefit plan of the Corporation or of a Subsidiary of the
Corporation or of a corporation owned directly or indirectly by the
shareholders of the Corporation in substantially the same proportions as
their ownership of Stock of the Corporation.



	1.2	 	“Affiliate” means (a) any Person who is directly or indirectly the
beneficial owner of at least 10% of the voting power of the Voting
Securities or (b) any Person controlling, controlled by, or under common
control with the Company or any Person contemplated in clause (a) of this
Section 1.2.



	1.3	 	“Award” means the grant of any form of Option, Restricted Stock Award, or
Stock Appreciation Right under the Plan, whether granted individually, in
combination, or in tandem, to a Holder pursuant to the terms, conditions,
and limitations that the Committee may establish in order to fulfill the
objectives of the Plan.



	1.4	 	“Award Agreement” means the written agreement between the Corporation and
a Holder evidencing the terms, conditions, and limitations of the Award
granted to that Holder.



	1.5	 	“Board of Directors” means the board of directors of the Corporation.




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	1.6	 	“Business Day” means any day other than a Saturday, a Sunday, or a day on
which banking institutions in the State of Texas are authorized or
obligated by law or executive order to close.



	1.7	 	“Change in Control” means the event that is deemed to have occurred if:



	 	(a)	 	any Acquiring Person is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation representing fifty
percent or more of the combined voting power of the then outstanding
Voting Securities of the Corporation; or



	 	(b)	 	members of the Incumbent Board cease for any reason to
constitute at least a majority of the Board of Directors; or



	 	(c)	 	a public announcement is made of a tender or exchange offer
by any Acquiring Person for fifty percent or more of the outstanding
Voting Securities of the Corporation, and the Board of Directors
approves or fails to oppose that tender or exchange offer in its
statements in Schedule 14D-9 under the Exchange Act; or



	 	(d)	 	the shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation or
partnership (or, if no such approval is required, the consummation
of such a merger or consolidation of the Corporation), other than a
merger or consolidation that would result in the Voting Securities
of the Corporation outstanding immediately before the consummation
thereof continuing to represent (either by remaining outstanding or
by being converted into Voting Securities of the surviving entity or
of a parent of the surviving entity) a majority of the combined
voting power of the Voting Securities of the surviving entity (or
its parent) outstanding immediately after that merger or
consolidation; or



	 	(e)	 	the shareholders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale
or disposition by the Corporation of all or substantially all the
Corporation’s assets (or, if no such approval is required, the
consummation of such a liquidation, sale, or disposition in one
transaction or series of related transactions) other than a
liquidation, sale, or disposition of all or substantially all the
Corporation’s assets in one transaction or a series of related
transactions to a corporation owned directly or indirectly by the
shareholders of the Corporation in substantially the same
proportions as their ownership of Stock of the Corporation.



	1.8	 	“Code” means the Internal Revenue Code of 1986, as amended.



	1.9	 	“Committee” means the Committee, which Committee shall administer this
Plan and is further described under Section 3.



	1.10	 	“Convertible Securities” means evidences of indebtedness, shares of
capital stock, or other securities that are convertible into or
exchangeable for shares of Stock, either immediately or upon the arrival
of a specified date or the happening of a specified event.



	1.11	 	“Corporation” has the meaning given to it in the first paragraph under “Scope and Purpose of Plan.”



	1.12	 	“Date of Grant” has the meaning given it in Section 4.3.



	1.13	 	“Disability” has the meaning given it in Section 10.4.



	1.14	 	“Effective Date” means September 17, 2003.



	1.15	 	“Eligible Individuals” means (a) Key Employees, (b) Non-Employee
Directors only for purposes of Nonstatutory Options pursuant to Section 8,
(c) any other Person that the Committee designates as eligible for an
Award (other than for Incentive Options) because the Person performs, or
has




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	 	 	performed, valuable services for the Corporation or any of its Subsidiaries
(other than services in connection with the offer or sale of securities in
a capital-raising transaction) and the Committee determines that the Person
has a direct and significant effect on the financial development of the
Corporation or any of its Subsidiaries, and (d) any transferee of an Award
if the Award Agreement provides for transfer of the Award and the Award is
transferred in accordance with the terms of the Award Agreement.
Notwithstanding the foregoing provisions of this Section 1.15, to ensure
that the requirements of the fourth sentence of Section 3.1 are satisfied,
the Board of Directors may from time to time specify individuals who shall
not be eligible for the grant of Awards or equity securities under any plan
of the Corporation or its Affiliates. Nevertheless, the Board of Directors
may at any time determine that an individual who has been so excluded from
eligibility shall become eligible for grants of Awards and grants of such
other equity securities under any plans of the Corporation or its
Affiliates so long as that eligibility will not impair the Plan’s
satisfaction of the conditions of Rule 16b-3.



	1.16	 	“Employee” means any employee of the Corporation or of any of its
Subsidiaries, including officers and directors of the Corporation who are
also employees of the Corporation or of any of its Subsidiaries.



	1.17	 	“Exchange Act” means the Securities Exchange Act of 1934 and the rules
and regulations promulgated thereunder, or any successor law, as it may be
amended from time to time.



	1.18	 	“Exercise Notice” has the meaning given it in Section 5.5.



	1.19	 	“Exercise Price” has the meaning given it in Section 5.4.



	1.20	 	“Fair Market Value” means, for a particular day:



	 	(a)	 	If shares of Stock of the same class are listed or admitted
to unlisted trading privileges on any national or regional
securities exchange at the date of determining the Fair Market
Value, then the last reported sale price, regular way, on the
composite tape of that exchange on the last Business Day before the
date in question or, if no such sale takes place on that Business
Day, the average of the closing bid and asked prices, regular way,
in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to
unlisted trading privileges on that securities exchange; or



	 	(b)	 	If shares of Stock of the same class are not listed or
admitted to unlisted trading privileges as provided in Section
1.20(a) and sales prices for shares of Stock of the same class in
the over-the-counter market are reported by the National Association
of Securities Dealers, Inc. Automated Quotations, Inc. (“NASDAQ”)
National Market System (or such other system then in use) at the
date of determining the Fair Market Value, then the last reported
sales price so reported on the last Business Day before the date in
question or, if no such sale takes place on that Business Day, the
average of the high bid and low asked prices so reported; or



	 	(c)	 	If shares of Stock of the same class are not listed or
admitted to unlisted trading privileges as provided in Section
1.20(a) and sales prices for shares of Stock of the same class are
not reported by the NASDAQ National Market System (or a similar
system then in use) as provided in Section 1.20(b), and if bid and
asked prices for shares of Stock of the same class in the
over-the-counter market are reported by NASDAQ (or, if not so
reported, by the National Quotation Bureau Incorporated) at the date
of determining the Fair Market Value, then the average of the high
bid and low asked prices on the last Business Day before the date in
question; or



	 	(d)	 	If shares of Stock of the same class are not listed or
admitted to unlisted trading privileges as provided in Section
1.20(a) and sales prices or bid and asked prices therefor are not
reported by NASDAQ (or the National Quotation Bureau Incorporated)
as provided in Section 1.20(b) or Section 1.20(c) at the date of
determining the Fair Market Value, then the value
determined in good faith by the Committee, which determination shall
be conclusive for all purposes; or




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	 	(e)	 	If shares of Stock of the same class are listed or admitted
to unlisted trading privileges as provided in Section 1.20(a) or
sales prices or bid and asked prices therefor are reported by NASDAQ
(or the National Quotation Bureau Incorporated) as provided in
Section 1.20(b) or Section 1.20(c) at the date of determining the
Fair Market Value, but the volume of trading is so low that the
Board of Directors determines in good faith that such prices are not
indicative of the fair value of the Stock, then the value determined
in good faith by the Committee, which determination shall be
conclusive for all purposes notwithstanding the provisions of
Sections 1.20(a), (b), or (c).



     For purposes of valuing Incentive Options, the Fair Market Value of Stock
shall be determined without regard to any restriction other than one that, by
its terms, will never lapse. For purposes of the redemption provided for in
Section 9.3(d)(v), Fair Market Value shall have the meaning and shall be
determined as set forth above; provided, however, that the Committee, with
respect to any such redemption, shall have the right to determine that the Fair
Market Value for purposes of the redemption should be an amount measured by the
value of the shares of Stock, other securities, cash, or property otherwise
being received by holders of shares of Stock in connection with the
Restructuring and upon that determination the Committee shall have the power
and authority to determine Fair Market Value for purposes of the redemption
based upon the value of such shares of stock, other securities, cash, or
property. Any such determination by the Committee, as evidenced by a
resolution of the Committee, shall be conclusive for all purposes.


	1.21	 	“Fiscal Year” means the fiscal year of the Corporation ending on
September 30 of each year.



	1.22	 	“Holder” means an Eligible Individual to whom an outstanding Award has
been granted, or, pursuant to the terms of the Award Agreement, the
permitted transferee of a Holder.



	1.23	 	“Incumbent Board” means the individuals who, as of the Effective Date,
constitute the Board of Directors and any other individual who becomes a
director of the Corporation after that date and whose election or
appointment by the Board of Directors or nomination for election by the
Corporation’s shareholders was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board.



	1.24	 	“Incentive Option” means an incentive stock option as defined under
Section 422 of the Code and regulations thereunder.



	1.25	 	“Key Employee” means any Employee whom the Committee identifies as having
a direct and significant effect on the performance of the Corporation or
any of its Subsidiaries.



	1.26	 	“Non-Employee Director” means a director of the Corporation who while a
director is not an Employee.



	1.27	 	“Nonstatutory Option” means a stock option that does not satisfy the
requirements of Section 422 of the Code or that is designated at the Date
of Grant or in the applicable Award Agreement to be an option other than
an Incentive Option.



	1.28	 	“Non-Surviving Event” means an event of Restructuring as described in
either Section 1.35(b) or Section 1.35(c).



	1.29	 	“Normal Retirement” means the separation of the Holder from employment
with the Corporation and its Subsidiaries with the right to receive an
immediate benefit under a retirement plan approved by the Corporation. If
no such plan exists, Normal Retirement shall mean separation of the Holder
from employment with the Corporation and its Subsidiaries at age 62 or
later.



	1.30	 	“Option” means either an Incentive Option or a Nonstatutory Option, or
both.




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	1.31	 	“Person” means any person or entity of any nature whatsoever,
specifically including (but not limited to) an individual, a firm, a
company, a corporation, a partnership, a trust, or other entity. A
Person, together with that Person’s affiliates and associates (as
“affiliate” and “associate” are defined in Rule 12b-2 under the Exchange
Act for purposes of this definition only), and any Persons acting as a
partnership, limited partnership, joint venture, association, syndicate,
or other group (whether or not formally organized), or otherwise acting
jointly or in concert or in a coordinated or consciously parallel manner
(whether or not pursuant to any express agreement), for the purpose of
acquiring, holding, voting, or disposing of securities of the Corporation
with that Person, shall be deemed a single “Person.”



	1.32	 	“Plan” means the Corporation’s 2003 Incentive Plan, as it may be amended
or restated from time to time.



	1.33	 	“Restricted Stock” means Stock that is nontransferable or subject to
substantial risk of forfeiture until specific conditions are met.



	1.34	 	“Restricted Stock Award” means the grant or purchase, on the terms and
conditions of Section 7 or that the Committee otherwise determines, of
Restricted Stock.



	1.35	 	“Restructuring” means the occurrence of any one or more of the following:



	 	(a)	 	The merger or consolidation of the Corporation with any
Person, whether effected as a single transaction or a series of
related transactions, with the Corporation remaining the continuing
or surviving entity of that merger or consolidation and the Stock
remaining outstanding and not changed into or exchanged for stock or
other securities of any other Person or of the Corporation, cash, or
other property;



	 	(b)	 	The merger or consolidation of the Corporation with any
Person, whether effected as a single transaction or a series of
related transactions, with (i) the Corporation not being the
continuing or surviving entity of that merger or consolidation or
(ii) the Corporation remaining the continuing or surviving entity of
that merger or consolidation but all or a part of the outstanding
shares of Stock are changed into or exchanged for stock or other
securities of any other Person or the Corporation, cash, or other
property; or



	 	(c)	 	The transfer, directly or indirectly, of all or substantially
all of the assets of the Corporation (whether by sale, merger,
consolidation, liquidation, or otherwise) to any Person, whether
effected as a single transaction or a series of related
transactions.



	1.36	 	“Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act as
in effect on the Effective Date, or any successor rule, as it may be
amended from time to time.



	1.37	 	“Securities Act” means the Securities Act of 1933 and the rules and
regulations promulgated thereunder, or any successor law, as it may be
amended from time to time.



	1.38	 	“Stock” means the Class A Non-voting common stock, $0.01 par value per
share, of the Corporation, or any other securities that are substituted
for the Stock as provided in Section 9.



	1.39	 	“Stock Appreciation Right” means the right to receive an amount equal to
the excess of the Fair Market Value of a share of Stock (as determined on
the date of exercise) over, as appropriate, the Exercise Price of a
related Option or the Fair Market Value of the Stock on the Date of Grant
of the Stock Appreciation Right.



	1.40	 	“Subsidiary” means, with respect to any Person, any corporation, or other
entity of which a majority of the Voting Securities is owned, directly or
indirectly, by that Person.



	1.41	 	“Total Shares” has the meaning given it in Section 9.2.




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	1.42	 	“Voting Securities” means the Class B Voting common stock, $0.01 par
value per share, of the Corporation, together with any other securities
that are entitled to vote generally in the election of directors, in the
admission of general partners or in the selection of any other similar
governing body.



SECTION 2.  SHARES OF STOCK SUBJECT TO THE PLAN



	2.1	 	Maximum Number of Shares. Subject to the provisions of Section 2.2 and
Section 9, the aggregate number of shares of Stock that may be issued or
transferred pursuant to Awards under the Plan shall be 500,000.



	2.2	 	Limitation of Shares. For purposes of the limitations specified in
Section 2.1, the following principles shall apply:



	 	(a)	 	the following shall count against and decrease the number of shares
of Stock that may be issued for purposes of Section 2.1: (i) shares of
Stock subject to outstanding Options, outstanding shares of Restricted
Stock, and shares subject to outstanding Stock Appreciation Rights
granted independent of Options (based on a good faith estimate by the
Corporation or the Committee of the maximum number of shares for which
the Stock Appreciation Right may be settled (assuming payment in full
in shares of Stock)), and (ii) in the case of Options granted in tandem
with Stock Appreciation Rights, the greater of the number of shares of
Stock that would be counted if one or the other alone was outstanding
(determined as described in clause (i) above);



	 	(b)	 	the following shall be added back to the number of shares of Stock
that may be issued for purposes of Section 2.1: (i) shares of Stock
with respect to which Options, Stock Appreciation Rights granted
independent of Options, or Restricted Stock Awards expire, are
cancelled, or otherwise terminate without being exercised, converted,
or vested, as applicable, and (ii) in the case of Options granted in
tandem with Stock Appreciation Rights, shares of Stock as to which an
Option has been surrendered in connection with the exercise of a
related (“tandem”) Stock Appreciation Right, to the extent the number
surrendered exceeds the number issued upon exercise of the Stock
Appreciation Right; provided that, in any case, the holder of such
Awards did not receive any dividends or other benefits of ownership
with respect to the underlying shares being added back, other than
voting rights and the accumulation (but not payment) of dividends of
Stock;



	 	(c)	 	shares of Stock subject to Stock Appreciation Rights granted
independent of Options (calculated as provided in clause (a) above)
that are exercised and paid in cash shall be added back to the number
of shares of Stock that may be issued for purposes of Section 2.1,
provided that the Holder of such Stock Appreciation Right did not
receive any dividends or other benefits of ownership, other than voting
rights and the accumulation (but not payment) of dividends, of the
shares of Stock subject to the Stock Appreciation Right;



	 	(d)	 	shares of Stock that are transferred by a Holder of an Award (or
withheld by the Corporation) as full or partial payment to the
Corporation of the purchase price of shares of Stock subject to an
Option or the Corporation’s or any Subsidiary’s tax withholding
obligations shall not be added back to the number of shares of Stock
that may be issued for purposes of Section 2.1 and shall not again be
subject to Awards; and



	 	(e)	 	if the number of shares of Stock counted against the number of
shares that may be issued for purposes of Section 2.1 is based upon an
estimate made by the Corporation or the Committee as provided in clause
(a) above and the actual number of shares of Stock issued pursuant to
the applicable Award is greater or less than the estimated number,
then, upon such issuance, the
number of shares of Stock that may be issued pursuant to Section 2.1
shall be further reduced by the excess issuance or increased by the
shortfall, as applicable.




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     Notwithstanding the provisions of this Section 2.2, no Stock shall be
treated as issuable under the Plan to Eligible Individuals subject to Section
16 of the Exchange Act unless such issuance is exempt from Section 16(b) of the
Exchange Act pursuant to Rule 16b-3 or other applicable rules.


	2.3	 	Description of Shares. The shares to be delivered under the Plan shall
be made available from (a) authorized but unissued shares of Stock, (b)
Stock held in the treasury of the Corporation, or (c) previously issued
shares of Stock reacquired by the Corporation, including shares purchased
on the open market, in each situation as the Board of Directors or the
Committee may determine from time to time at its sole option.



	2.4	 	Registration and Listing of Shares. From time to time, the Board of
Directors and appropriate officers of the Corporation shall and are
authorized to take whatever actions are necessary to file required
documents with governmental authorities, stock exchanges, and other
appropriate Persons to make shares of Stock available for issuance
pursuant to the exercise of Awards.



SECTION 3.  ADMINISTRATION OF THE PLAN



	3.1	 	Committee. The Committee shall administer the Plan with respect to all
Eligible Individuals who are subject to Section 16(b) of the Exchange Act
(other than members of the Committee), but shall not have the power to
appoint members of the Committee or to terminate, modify, or amend the
Plan. The full Board of Directors shall administer the Plan with respect
to all members of the Committee. Except for references in Sections 3.1,
3.2 and 3.3, and unless the context otherwise requires, references herein
to the Committee shall also refer to the Board of Directors as
administrator of the Plan for members of the Committee. The Committee
shall be constituted so that, as long as Stock is registered under Section
12 of the Exchange Act, each member of the Committee shall be a
Non-Employee Director and so that the Plan in all other applicable
respects will qualify transactions related to the Plan for the exemptions
from Section 16(b) of the Exchange Act provided by Rule 16b-3, to the
extent exemptions thereunder may be available. The number of Persons that
shall constitute the Committee shall be determined from time to time by a
majority of all the members of the Board of Directors and, unless that
majority of the Board of Directors determines otherwise or Rule 16b-3 is
amended to require otherwise, the Committee shall be composed solely of
two or more Non-Employee Directors (as defined in Rule 16b-3). The Board
of Directors may designate the Compensation Committee of the Board of
Directors to serve as the Committee hereunder. To the extent that Rule
16b-3 promulgated under the Exchange Act requires a system of
administration that is different from this Section 3.1, this Section 3.1
shall automatically be deemed amended to the extent necessary to cause it
to be in compliance with Rule 16b-3.



	3.2	 	Duration, Removal, Etc. The members of the Committee shall serve at the
discretion of the Board of Directors, which shall have the power, at any
time and from time to time, to remove members from or add members to the
Committee. Removal from the Committee may be with or without cause. Any
individual serving as a member of the Committee shall have the right to
resign from membership in the Committee by at least three days’ written
notice to the Board of Directors. The Board of Directors, and not the
remaining members of the Committee, shall have the power and authority to
fill all vacancies on the Committee. The Board of Directors shall
promptly fill any vacancy that causes the number of members of the
Committee to be below two or any other number that Rule 16b-3 may require
from time to time.



	3.3	 	Meetings and Actions of Committee. The Board of Directors shall
designate which Committee member shall be the chairman of the Committee.
If the Board of Directors fails to designate a Committee chairman, the
members of the Committee shall elect one of the Committee members as
chairman, who shall act as chairman until he ceases to be a member of the
Committee or until the Board of Directors elects a new chairman. The
Committee shall hold its meetings at those times and
places as the chairman of the Committee may determine. At all meetings of
the Committee, a quorum for the transaction of business shall be required
and a quorum shall be deemed present if at least a majority of the members
of the Committee are present. At any meeting of the Committee,




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	 	 	each member
shall have one vote. All decisions and determinations of the Committee
shall be made by the majority vote or majority decision of all of its
members present at a meeting at which a quorum is present; provided,
however, that any decision or determination reduced to writing and signed by
all of the members of the Committee shall be as fully effective as if it had
been made at a meeting that was duly called and held. The Committee may
make any rules and regulations for the conduct of its business that are not
inconsistent with the provisions of the Plan, the Articles or Certificate of
Incorporation of the Corporation, the bylaws of the Corporation, and Rule
16b-3 so long as it is applicable, as the Committee may deem advisable.



	3.4	 	Committee’s Powers. Subject to the express provisions of the Plan and
Rule 16b-3, the Committee shall have the authority, in its sole and
absolute discretion, to (a) adopt, amend, and rescind administrative and
interpretive rules and regulations relating to the Plan; (b) determine the
Eligible Individuals to whom, and the time or times at which, Awards shall
be granted; (c) determine the amount of cash and the number of shares of
Stock, Stock Appreciation Rights, or Restricted Stock Awards, or any
combination thereof, that shall be the subject of each Award; (d)
determine the terms and provisions of each Award Agreement (which need not
be identical), including provisions defining or otherwise relating to (i)
the term and the period or periods and extent of exercisability of the
Options, (ii) the extent to which the transferability of shares of Stock
issued or transferred pursuant to any Award is restricted, (iii) the
effect of termination of employment of the Holder on the Award, and (iv)
the effect of approved leaves of absence (consistent with any applicable
regulations of the Internal Revenue Service); (e) accelerate, pursuant to
Section 9, the time of exercisability of any Option that has been granted;
(f) construe the respective Award Agreements and the Plan; (g) make
determinations of the Fair Market Value of the Stock pursuant to the Plan;
(h) delegate its duties under the Plan to such agents as it may appoint
from time to time, provided that the Committee may not delegate its duties
with respect to making Awards to, or otherwise with respect to Awards
granted to, Eligible Individuals who are subject to Section 16(b) of the
Exchange Act; and (i) make all other determinations, perform all other
acts, and exercise all other powers and authority necessary or advisable
for administering the Plan, including the delegation of those ministerial
acts and responsibilities as the Committee deems appropriate. Subject to
Rule 16b-3, the Committee may correct any defect, supply any omission, or
reconcile any inconsistency in the Plan, in any Award, or in any Award
Agreement in the manner and to the extent it deems necessary or desirable
to carry the Plan into effect, and the Committee shall be the sole and
final judge of that necessity or desirability. The determinations of the
Committee on the matters referred to in this Section 3.4 shall be final
and conclusive.



SECTION 4.  ELIGIBILITY AND PARTICIPATION



	4.1	 	Eligible Individuals. Awards may be granted pursuant to the Plan only to
Persons who are Eligible Individuals at the time of the grant thereof.



	4.2	 	Grant of Awards. Subject to the express provisions of the Plan, the
Committee shall determine which Eligible Individuals shall be granted
Awards from time to time. In making grants, the Committee shall take into
consideration the contribution the potential Holder has made or may make
to the success of the Corporation or its Subsidiaries and such other
considerations as the Board of Directors may from time to time specify.
The Committee shall also determine the number of shares subject to each of
the Awards and shall authorize and cause the Corporation to grant Awards
in accordance with those determinations.



	4.3	 	Date of Grant. The date on which the Committee completes all action
resolving to offer an Award to an individual, including the specification
of the number of shares of Stock to be subject to the Award, shall be the
date on which the Award covered by an Award Agreement is granted (the
“Date of Grant”), even though certain terms of the Award Agreement may not
be determined at that time and even though the Award Agreement may not be
executed until a later time. In no event shall a Holder
gain any rights in addition to those specified by the Committee in its
grant, regardless of the time that may pass between the grant of the Award
and the actual execution of the Award Agreement by the Corporation and the
Holder.




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	4.4	 	Award Agreements. Each Award granted under the Plan shall be evidenced
by an Award Agreement that is executed by the Corporation and the Eligible
Individual to whom the Award is granted and incorporating those terms that
the Committee shall deem necessary or desirable. More than one Award may
be granted under the Plan to the same Eligible Individual and be
outstanding concurrently. In the event an Eligible Individual is granted
both one or more Incentive Options and one or more Nonstatutory Options,
those grants shall be evidenced by separate Award Agreements, one for each
of the Incentive Option grants and one for each of the Nonstatutory Option
grants.



	4.5	 	Limitation for Incentive Options. Notwithstanding any provision
contained herein to the contrary, (a) a Person shall not be eligible to
receive an Incentive Option unless he is an Employee of the Corporation or
a corporate Subsidiary or, to the extent permitted by law, a partnership
Subsidiary, and (b) a Person shall not be eligible to receive an Incentive
Option if, immediately before the time the Option is granted, that Person
owns (within the meaning of Sections 422 and 424(d) of the Code) stock
possessing more than ten percent of the total combined voting power or
value of all classes of outstanding stock of the Corporation or a
Subsidiary. Nevertheless, Section 4.5(b) shall not apply if, at the time
the Incentive Option is granted, the Exercise Price of the Incentive
Option is at least one hundred ten percent of Fair Market Value and the
Incentive Option is not, by its terms, exercisable after the expiration of
five years from the Date of Grant.



	4.6	 	No Right to Award. The adoption of the Plan shall not be deemed to give
any Person a right to be granted an Award.



SECTION 5.  TERMS AND CONDITIONS OF OPTIONS



     All Options granted under the Plan shall comply with, and the related
Award Agreements shall be deemed to include and be subject to, the terms and
conditions set forth in this Section 5 (to the extent each term and condition
applies to the form of Option) and also to the terms and conditions set forth
in Sections 9 and 10; provided, however, that the Committee may authorize an
Award Agreement that expressly contains terms and provisions that differ from
the terms and provisions set forth in Sections 9.2, 9.3, and 9.4 and any of the
terms and provisions of Section 10 (other than Sections 10.9 and 10.10).


	5.1	 	Number of Shares. Each Award Agreement shall state the total number of
shares of Stock to which it relates.



	5.2	 	Vesting. Each Award Agreement shall state the time or periods in which,
or the conditions upon satisfaction of which, the right to exercise the
Option or a portion thereof shall vest and the number of shares of Stock
for which the right to exercise the Option shall vest at each such time,
period, or fulfillment of condition.



	5.3	 	Expiration of Options. No Option shall be exercised after the expiration
of a period of ten years commencing on the Date of Grant of the Option;
provided, however, that any portion of a Nonstatutory Option that pursuant
to the terms of the Award Agreement under which such Nonstatutory Option
is granted shall not become exercisable until the date which is the tenth
anniversary of the Date of Grant of such Nonstatutory Option may be
exercisable for a period of 30 days following the date on which such
portion becomes exercisable.



	5.4	 	Exercise Price. Each Award Agreement shall state the exercise price per
share of Stock (the “Exercise Price”); provided, however, that the
exercise price per share of Stock subject to an Incentive Option shall not
be less than the greater of (a) the par value per share of the Stock or
(b) 100% of the Fair Market Value per share of the Stock on the Date of
Grant of the Option.



	5.5	 	Method of Exercise. The Option shall be exercisable only by written
notice of exercise (the “Exercise Notice”) delivered to the Corporation
during the term of the Option, which notice shall (a) state the number of
shares of Stock with respect to which the Option is being exercised, (b)
be signed by the Holder of the Option or, if the Holder is dead or becomes
affected by a Disability, by the Person




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	 	 	authorized to exercise the Option
pursuant to Sections 10.3 and 10.4, (c) be accompanied by the Exercise
Price for all shares of Stock for which the Option is being exercised, and
(d) include such other information, instruments, and documents as may be
required to satisfy any other condition to exercise contained in the Award
Agreement. The Option shall not be deemed to have been exercised unless
all of the requirements of the preceding provisions of this Section 5.5
have been satisfied.



	5.6	 	Incentive Option Exercises. Except as otherwise provided in Section 10.4
or in the Award Agreement, during the Holder’s lifetime, only the Holder
may exercise an Incentive Option.



	5.7	 	Medium and Time of Payment. The Exercise Price of an Option shall be
payable in full upon the exercise of the Option (a) in cash or by an
equivalent means acceptable to the Committee, (b) on the Committee’s prior
consent, with shares of Stock owned by the Holder (including Stock to be
issued upon exercise of the Option, or restricted shares of Stock already
held by the Holder) and having a Fair Market Value at least equal to the
aggregate Exercise Price payable in connection with such exercise, or (c)
by any combination of clauses (a) and (b). If the Committee elects to
accept shares of Stock in payment of all or any portion of the Exercise
Price, then (for purposes of payment of the Exercise Price) those shares
of Stock shall be deemed to have a cash value equal to their aggregate
Fair Market Value determined as of the date the certificate for such
shares is delivered to the Corporation. If the Committee elects to accept
shares of restricted Stock in payment of all or any portion of the
Exercise Price, then an equal number of shares issued pursuant to the
exercise shall be restricted on the same terms and for the restriction
period remaining on the shares used for payment.



	5.8	 	Payment with Sale Proceeds. In addition, at the request of the Holder
and to the extent permitted by applicable law, the Committee may (but
shall not be required to) approve arrangements with a brokerage firm under
which that brokerage firm, on behalf of the Holder, shall pay to the
Corporation the Exercise Price of the Option being exercised and the
Corporation shall promptly deliver the exercised shares of Stock to the
brokerage firm. To accomplish this transaction, the Holder must deliver
to the Corporation an Exercise Notice containing irrevocable instructions
from the Holder to the Corporation to deliver the Stock certificates
representing the shares of Stock directly to the broker. Upon receiving a
copy of the Exercise Notice acknowledged by the Corporation, the broker
shall sell that number of shares of Stock or loan the Holder an amount
sufficient to pay the Exercise Price and any withholding obligations due.
The broker then shall deliver to the Corporation that portion of the sale
or loan proceeds necessary to cover the Exercise Price and any withholding
obligations due. The Committee shall not approve any transaction of this
nature if the Committee believes that the transaction would give rise to
the Holder’s liability for short-swing profits under Section 16(b) of the
Exchange Act.



	5.9	 	Payment of Taxes. The Committee may, in its discretion, require a Holder
to pay to the Corporation (or the Corporation’s Subsidiary if the Holder
is an employee of a Subsidiary of the Corporation), at the time of the
exercise of an Option or thereafter, the amount that the Committee deems
necessary to satisfy the Corporation’s or its Subsidiary’s current or
future obligation to withhold federal, state, or local income or other
taxes that the Holder incurs by exercising an Option. In connection with
the exercise of an Option requiring tax withholding, a Holder may (a)
direct the Corporation to withhold from the shares of Stock to be issued
to the Holder the number of shares necessary to satisfy the Corporation’s
obligation to withhold taxes, that determination to be based on the
shares’ Fair Market Value as of the date of exercise; (b) deliver to the
Corporation sufficient shares of Stock (based upon the Fair Market Value
as of the date of such delivery) to satisfy the Corporation’s tax
withholding obligations, which tax withholding obligation is based on the
shares’ Fair Market Value as of the later of the date of exercise or the
date as of which the shares of Stock issued in connection with such
exercise become includible in the income of the Holder; or (c)
deliver sufficient cash to the Corporation to satisfy its tax withholding
obligations. Holders who elect to use such a Stock withholding feature
must make the election at the time and in the manner that the Committee
prescribes. The Committee may, at its sole option, deny any Holder’s
request to satisfy withholding obligations through Stock instead of cash.
In the event the Committee subsequently determines that




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	5.10	 	the aggregate Fair
Market Value (as determined above) of any shares of Stock withheld or
delivered as payment of any tax withholding obligation is insufficient to
discharge that tax withholding obligation, then the Holder shall pay to the
Corporation, immediately upon the Committee’s request, the amount of that
deficiency in the form of payment requested by the Committee.



	5.10	 	Limitation on Aggregate Value of Shares That May Become First Exercisable
During Any Calendar Year Under an Incentive Option. Except as is
otherwise provided in Section 9.3, with respect to any Incentive Option
granted under this Plan, the aggregate Fair Market Value of shares of
Stock subject to an Incentive Option and the aggregate Fair Market Value
of shares of Stock or stock of any Subsidiary (or a predecessor of the
Corporation or a Subsidiary) subject to any other incentive stock option
(within the meaning of Section 422 of the Code) of the Corporation or its
Subsidiaries (or a predecessor corporation of any such corporation) that
first become purchasable by a Holder in any calendar year may not (with
respect to that Holder) exceed $100,000, or such other amount as may be
prescribed under Section 422 of the Code or applicable regulations or
rulings from time to time. As used in the previous sentence, Fair Market
Value shall be determined as of the Date of Grant of the Incentive Option.
For purposes of this Section 5.10, “predecessor corporation” means (a) a
corporation that was a party to a transaction described in Section 424(a)
of the Code (or which would be so described if a substitution or
assumption under that Section had been effected) with the Corporation, (b)
a corporation which, at the time the new incentive stock option (within
the meaning of Section 422 of the Code) is granted, is a Subsidiary of the
Corporation or a predecessor corporation of any such corporations, or (c)
a predecessor corporation of any such corporations. Failure to comply
with this provision shall not impair the enforceability or exercisability
of any Option, but shall cause the excess amount of shares to be
reclassified in accordance with the Code.



	5.11	 	No Fractional Shares. The Corporation shall not in any case be required
to sell, issue, or deliver a fractional share with respect to any Option.
In lieu of the issuance of any fractional share of Stock, the Corporation
shall pay to the Holder an amount in cash equal to the same fraction (as
the fractional Stock) of the Fair Market Value of a share of Stock
determined as of the date of the applicable Exercise Notice.



	5.12	 	Modification, Extension, and Renewal of Options. Subject to the terms
and conditions of and within the limitations of the Plan, Rule 16b-3, and
any consent required by the last sentence of this Section 5.12, the
Committee may (a) modify, extend, or renew outstanding Options granted
under the Plan, (b) accept the surrender of Options outstanding hereunder
(to the extent not previously exercised) and authorize the granting of new
Options in substitution for outstanding Options (to the extent not
previously exercised), and (c) amend the terms of an Incentive Option at
any time to include provisions that have the effect of changing the
Incentive Option to a Nonstatutory Option. Nevertheless, without the
consent of the Holder, the Committee may not modify any outstanding
Options so as to specify a higher or lower Exercise Price or accept the
surrender of outstanding Incentive Options and authorize the granting of
new Options in substitution therefor specifying a higher or lower Exercise
Price. In addition, no modification of an Option granted hereunder shall,
without the consent of the Holder, alter or impair any rights or
obligations under any Option theretofore granted to such Holder under the
Plan except, with respect to Incentive Options, as may be necessary to
satisfy the requirements of Section 422 of the Code or as permitted in
clause (c) of this Section 5.12.



	5.13	 	Other Agreement Provisions. The Award Agreements relating to Options
shall contain such provisions in addition to those required by the Plan
(including without limitation restrictions or the removal of restrictions
upon the exercise of the Option and the retention or transfer of shares
thereby acquired) as the Committee may deem advisable. Each Award
Agreement shall identify
the Option evidenced thereby as an Incentive Option or Nonstatutory Option,
as the case may be, and no Award Agreement shall cover both an Incentive
Option and a Nonstatutory Option. Each Award Agreement relating to an
Incentive Option granted hereunder shall contain such limitations and
restrictions upon the exercise of the Incentive Option to which it relates
as shall be necessary for the Incentive Option to which such Award
Agreement relates to constitute an incentive stock option, as defined in
Section 422 of the Code.




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SECTION 6.  STOCK APPRECIATION RIGHTS



     All Stock Appreciation Rights granted under the Plan shall comply with,
and the related Award Agreements shall be deemed to include and be subject to,
the terms and conditions set forth in this Section 6 (to the extent each term
and condition applies to the form of Stock Appreciation Right) and also the
terms and conditions set forth in Sections 9 and 10; provided, however, that
the Committee may authorize an Award Agreement related to a Stock Appreciation
Right that expressly contains terms and provisions that differ from the terms
and provisions set forth in Sections 9.2, 9.3, and 9.4 and any of the terms and
provisions of Section 10 (other than Sections 10.9 and 10.10).


	6.1	 	Form of Right. A Stock Appreciation Right may be granted to an Eligible
Individual (a) in connection with an Option, either at the time of grant
or at any time during the term of the Option, or (b) independent of an
Option.



	6.2	 	Rights Related to Options. A Stock Appreciation Right granted pursuant
to an Option shall entitle the Holder, upon exercise, to surrender that
Option or any portion thereof, to the extent unexercised, and to receive
payment of an amount computed pursuant to Section 6.2(b). That Option
shall then cease to be exercisable to the extent surrendered. Stock
Appreciation Rights granted in connection with an Option shall be subject
to the terms of the Award Agreement governing the Option, which shall
comply with the following provisions in addition to those applicable to
Options:



	 	(a)	 	Exercise and Transfer. Subject to Section 10.9, a Stock
Appreciation Right granted in connection with an Option shall be
exercisable only at such time or times and only to the extent that the
related Option is exercisable and shall not be transferable except to
the extent that the related Option is transferable.



	 	(b)	 	Value of Right. Upon the exercise of a Stock Appreciation Right
related to an Option, the Holder shall be entitled to receive payment
from the Corporation of an amount determined by multiplying:



	 	(i)	 	The difference obtained by subtracting the Exercise Price of
a share of Stock specified in the related Option from the Fair
Market Value of a share of Stock on the date of exercise of the
Stock Appreciation Right, by



	 	(ii)	 	The number of shares as to which that Stock Appreciation
Right has been exercised.



	6.3	 	Right Without Option. A Stock Appreciation Right granted independent of
an Option shall be exercisable as determined by the Committee and set
forth in the Award Agreement governing the Stock Appreciation Right, which
Award Agreement shall comply with the following provisions:



	 	(a)	 	Number of Shares. Each Award Agreement shall state the total
number of shares of Stock to which the Stock Appreciation Right
relates.



	 	(b)	 	Vesting. Each Award Agreement shall state the time or periods in
which the right to exercise the Stock Appreciation Right or a portion
thereof shall vest and the number of shares of Stock for which the
right to exercise the Stock Appreciation Right shall vest at each such
time or period.



	 	(c)	 	Expiration of Rights. Each Award Agreement shall state the date at
which the Stock Appreciation Rights shall expire if not previously
exercised.



	 	(d)	 	Value of Right. Each Stock Appreciation Right shall entitle the
Holder, upon exercise thereof, to receive payment of an amount
determined by multiplying:




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	 	(i)	 	The difference obtained by subtracting the Fair Market Value
of a share of Stock on the Date of Grant of the Stock Appreciation
Right from the Fair Market Value of a share of Stock on the date of
exercise of that Stock Appreciation Right, by



	 	(ii)	 	The number of shares as to which the Stock Appreciation Right
has been exercised.



	6.4	 	Limitations on Rights. Notwithstanding Sections 6.2(b) and 6.3(d), the
Committee may limit the amount payable upon exercise of a Stock
Appreciation Right. Any such limitation must be determined as of the Date
of Grant and be noted on the Award Agreement evidencing the Holder’s Stock
Appreciation Right.



	6.5	 	Payment of Rights. Payment of the amount determined under Section 6.2(b)
or 6.3(d) and Section 6.4 may be made, in the sole discretion of the
Committee unless specifically provided otherwise in the Award Agreement,
solely in whole shares of Stock valued at Fair Market Value on the date of
exercise of the Stock Appreciation Right, solely in cash, or in a
combination of cash and whole shares of Stock. If the Committee decides
to make full payment in shares of Stock and the amount payable results in
a fractional share, payment for the fractional share shall be made in
cash.



	6.6	 	Payment of Taxes. The Committee may, in its discretion, require a Holder
to pay to the Corporation (or the Corporation’s Subsidiary if the Holder
is an employee of a Subsidiary of the Corporation), at the time of the
exercise of a Stock Appreciation Right or thereafter, the amount that the
Committee deems necessary to satisfy the Corporation’s or its Subsidiary’s
current or future obligation to withhold federal, state, or local income
or other taxes that the Holder incurs by exercising a Stock Appreciation
Right. In connection with the exercise of a Stock Appreciation Right
requiring tax withholding, a Holder may (a) direct the Corporation to
withhold from the shares of Stock to be issued to the Holder the number of
shares necessary to satisfy the Corporation’s obligation to withhold
taxes, that determination to be based on the shares’ Fair Market Value as
of the date of exercise; (b) deliver to the Corporation sufficient shares
of Stock (based upon the Fair Market Value as of the date of such
delivery) to satisfy the Corporation’s tax withholding obligations, which
tax withholding obligation is based on the shares’ Fair Market Value as of
the later of the date of exercise or the date as of which the shares of
Stock issued in connection with such exercise become includible in the
income of the Holder; or (c) deliver sufficient cash to the Corporation to
satisfy its tax withholding obligations. Holders who elect to have Stock
withheld pursuant to (a) or (b) above must make the election at the time
and in the manner that the Committee prescribes. The Committee may, in
its sole discretion, deny any Holder’s request to satisfy withholding
obligations through Stock instead of cash. In the event the Committee
subsequently determines that the aggregate Fair Market Value (as
determined above) of any shares of Stock withheld or delivered as payment
of any tax withholding obligation is insufficient to discharge that tax
withholding obligation, then the Holder shall pay to the Corporation,
immediately upon the Committee’s request, the amount of that deficiency in
the form of payment requested by the Commission.



	6.7	 	Other Agreement Provisions. The Award Agreements relating to Stock
Appreciation Rights shall contain such provisions in addition to those
required by the Plan (including without limitation restrictions or the
removal of restrictions upon the exercise of the Stock Appreciation Right
and the retention or transfer of shares thereby acquired) as the Committee
may deem advisable.



SECTION 7.  RESTRICTED STOCK AWARDS



     All Restricted Stock Awards granted under the Plan shall comply with and
be subject to, and the related Award Agreements shall be deemed to include, the
terms and conditions set forth in this Section 7 and also to the terms and
conditions set forth in Sections 9 and 10; provided, however, that the
Committee may authorize an Award Agreement related to a Restricted Stock
Award that expressly contains terms and provisions that differ from the terms
and provisions set forth in Sections 9.2, 9.3, and 9.4 and the terms and
provisions set forth in Section 10 (other than Sections 10.9 and 10.10).



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	7.1	 	Restrictions. All shares of Restricted Stock Awards granted or sold
pursuant to the Plan shall be subject to the following conditions:



	 	(a)	 	Transferability. The shares may not be sold,
transferred, or otherwise alienated or hypothecated until the
restrictions are removed or expire.



	 	(b)	 	Conditions to Removal of Restrictions. Conditions to
removal or expiration of the restrictions may include, but are
not required to be limited to, continuing employment or service
as a director, officer, or Key Employee or achievement of
performance objectives described in the Award Agreement.



	 	(c)	 	Legend. Each certificate representing Restricted Stock
Awards granted pursuant to the Plan shall bear a legend making
appropriate reference to the restrictions imposed.



	 	(d)	 	Possession. The Committee may require the Corporation
to retain physical custody of the certificates representing
Restricted Stock Awards during the restriction period and may
require the Holder of the Award to execute stock powers in blank
for those certificates and deliver those stock powers to the
Corporation, or the Committee may require the Holder to enter
into an escrow agreement providing that the certificates
representing Restricted Stock Awards granted or sold pursuant to
the Plan shall remain in the physical custody of an escrow holder
until all restrictions are removed or expire.



	 	(e)	 	Other Conditions. The Committee may impose other
conditions on any shares granted or sold as Restricted Stock
Awards pursuant to the Plan as it may deem advisable, including
without limitation (i) restrictions under the Securities Act or
Exchange Act, (ii) the requirements of any securities exchange
upon which the shares or shares of the same class are then
listed, and (iii) any state securities law applicable to the
shares.



	7.2	 	Expiration of Restrictions. The restrictions imposed in Section 7.1 on
Restricted Stock Awards shall lapse as determined by the Committee and set
forth in the applicable Award Agreement, and the Corporation shall
promptly deliver to the Holder of the Restricted Stock Award a certificate
representing the number of shares for which restrictions have lapsed, free
of any restrictive legend relating to the lapsed restrictions. Each
Restricted Stock Award may have a different restriction period as
determined by the Committee in its sole discretion. The Committee may, in
its discretion, prospectively reduce the restriction period applicable to
a particular Restricted Stock Award.



	7.3	 	Rights as Shareholder. Subject to the provisions of Sections 7.1 and
10.10, the Committee may, in its discretion, determine what rights, if
any, the Holder shall have with respect to the Restricted Stock Awards
granted or sold, including the right to vote the shares and receive all
dividends and other distributions paid or made with respect thereto.



	7.4	 	Payment of Taxes. The Committee may, in its discretion, require a Holder
to pay to the Corporation (or the Corporation’s Subsidiary if the Holder
is an employee of a Subsidiary of the Corporation) the amount that the
Committee deems necessary to satisfy the Corporation’s or its Subsidiary’s
current or future obligation to withhold federal, state, or local income
or other taxes that the Holder incurs by reason of the Restricted Stock
Award. The Holder may (a) direct the Corporation to withhold from the
shares of Stock to be issued to the Holder the number of shares necessary
to satisfy the Corporation’s obligation to withhold taxes, that
determination to be based on the shares’ Fair Market Value as of the date
on which tax withholding is to be made; (b) deliver to the Corporation
sufficient shares of Stock (based upon the Fair Market Value as of the
date of such delivery) to satisfy the Corporation’s tax withholding
obligations, which tax withholding obligation is based on the shares’ Fair
Market Value as of the later of the date of issuance or the date as of which
the shares of Stock issued become includible in the income of the Holder; or
(c) deliver sufficient cash to the Corporation to satisfy its tax
withholding obligations. Holders who elect to have Stock withheld pursuant
to (a) or (b) above must make the election at the time and in the manner
that the Committee prescribes. The





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	 	 	Committee may, in its sole discretion,
deny any Holder’s request to satisfy withholding obligations through Stock
instead of cash. In the event the Committee subsequently determines that
the aggregate Fair Market Value (as determined above) of any shares of Stock
withheld or delivered as payment of any tax withholding obligation is
insufficient to discharge that tax withholding obligation, then the Holder
shall pay to the Corporation, immediately upon the Committee’s request, the
amount of that deficiency.



	7.5	 	Other Agreement Provisions. The Award Agreements relating to Restricted
Stock Awards shall contain such provisions in addition to those required
by the Plan as the Committee may deem advisable.



SECTION 8.  AWARDS TO NON-EMPLOYEE DIRECTORS



	8.1	 	Awards to Committee Members. The full Board of Directors shall determine
the number of Awards to be granted to members of the Committee, the
Exercise Price and the vesting schedule thereof.



	8.2	 	Eligibility for Awards. Non-Employee Directors shall be eligible to
receive any Awards under the Plan other than an Award of an Incentive
Option.



SECTION 9.  ADJUSTMENT PROVISIONS



	9.1	 	Adjustment of Awards and Authorized Stock. The terms of an Award and the
number of shares of Stock authorized pursuant to Section 2.1 and Section 8
for issuance under the Plan shall be subject to adjustment from time to
time, in accordance with the following provisions:



	 	(a)	 	If at any time, or from time to time, the Corporation shall
subdivide as a whole (by reclassification, by a Stock split, by the
issuance of a distribution on Stock payable in Stock, or otherwise) the
number of shares of Stock then outstanding into a greater number of
shares of Stock, then (i) the maximum number of shares of Stock
available for the Plan as provided in Section 2.1 shall be increased
proportionately, and the kind of shares or other securities available
for the Plan shall be appropriately adjusted, (ii) the number of shares
of Stock (or other kind of shares or securities) that may be acquired
under any Award shall be increased proportionately, and (iii) the price
(including Exercise Price) for each share of Stock (or other kind of
shares or securities) subject to then outstanding Awards shall be
reduced proportionately, without changing the aggregate purchase price
or value as to which outstanding Awards remain exercisable or subject
to restrictions.



	 	(b)	 	If at any time, or from time to time, the Corporation shall
consolidate as a whole (by reclassification, reverse Stock split, or
otherwise) the number of shares of Stock then outstanding into a lesser
number of shares of Stock, then (i) the maximum number of shares of
Stock available for the Plan as provided in Section 2.1 shall be
decreased proportionately, and the kind of shares or other securities
available for the Plan shall be appropriately adjusted, (ii) the number
of shares of Stock (or other kind of shares or securities) that may be
acquired under any Award shall be decreased proportionately, and (iii)
the price (including Exercise Price) for each share of Stock (or other
kind of shares or securities) subject to then outstanding Awards shall
be increased proportionately, without changing the aggregate purchase
price or value as to which outstanding Awards remain exercisable or
subject to restrictions.



	 	(c)	 	Whenever the number of shares of Stock subject to outstanding
Awards and the price for each share of Stock subject to outstanding
Awards are required to be adjusted as provided in this Section 9.1, the
Committee shall promptly prepare a notice setting forth, in reasonable
detail, the event requiring adjustment, the amount of the adjustment,
the method by which such adjustment
was calculated, and the change in price and the number of shares of
Stock, other securities, cash, or property purchasable subject to each
Award after giving effect to the adjustments. The Committee shall
promptly give each Holder such a notice.





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	 	(d)	 	Adjustments under Sections 9(a) and (b) shall be made by the
Committee, and its determination as to what adjustments shall be made
and the extent thereof shall be final, binding, and conclusive. No
fractional interest shall be issued under the Plan on account of any
such adjustments.



	9.2	 	Changes in Control. Any Award Agreement may provide that, upon the
occurrence of a Change in Control, one or more of the following apply: (a)
each Holder of an Option shall immediately be granted corresponding Stock
Appreciation Rights; (b) all outstanding Stock Appreciation Rights and
Options shall immediately become fully vested and exercisable in full,
including that portion of any Stock Appreciation Right or Option that
pursuant to the terms and provisions of the applicable Award Agreement had
not yet become exercisable (the total number of shares of Stock as to
which a Stock Appreciation Right or Option is exercisable upon the
occurrence of a Change in Control is referred to herein as the “Total
Shares”); and (c) the restriction period of any Restricted Stock Award
shall immediately be accelerated and the restrictions shall expire. An
Award Agreement does not have to provide for any of the foregoing. If a
Change in Control involves a Restructuring or occurs in connection with a
series of related transactions involving a Restructuring and if such
Restructuring is in the form of a Non-Surviving Event and as a part of
such Restructuring shares of stock, other securities, cash, or property
shall be issuable or deliverable in exchange for Stock, then the Holder of
an Award shall be entitled to purchase or receive (in lieu of the Total
Shares that the Holder would otherwise be entitled to purchase or
receive), as appropriate for the form of Award, the number of shares of
Stock, other securities, cash, or property to which that number of Total
Shares would have been entitled in connection with such Restructuring
(and, for Options, at an aggregate exercise price equal to the Exercise
Price that would have been payable if that number of Total Shares had been
purchased on the exercise of the Option immediately before the
consummation of the Restructuring). Nothing in this Section 9.2 shall
impose on a Holder the obligation to exercise any Award immediately before
or upon the Change in Control, or cause a Holder to forfeit the right to
exercise the Award during the remainder of the original term of the Award
because of a Change in Control; provided, however, in connection with any
Non-Surviving Event, the relevant merger agreement, purchase agreement or
similar agreement pursuant to which such transaction occurs may contain
provisions by which all outstanding Awards may, without the consent of the
Holders thereof, be converted into the right to receive, in cash, an
amount that would fairly reflect the value of such Award giving due
consideration to (i) the Exercise Price of any Award in the form of an
Option or the value to be given by the Holder with respect to any other
Award and (ii) the consideration payable pursuant to the transaction with
respect to a share of outstanding Stock.



	9.3	 	Restructuring Without Change in Control. In the event a Restructuring
shall occur at any time while there is any outstanding Award hereunder and
the Restructuring does not occur in connection with a Change in Control or
a series of related transactions involving a Change in Control, then:



	 	(a)	 	no outstanding Option or Stock Appreciation Right shall immediately
become fully vested and exercisable in full merely because of the
occurrence of the Restructuring;



	 	(b)	 	no Holder of an Option shall automatically be granted corresponding
Stock Appreciation Rights;



	 	(c)	 	the restriction period of any Restricted Stock Award shall not
immediately be accelerated and the restrictions expire merely because
of the occurrence of the Restructuring; and



	 	(d)	 	at the option of the Committee, the Committee may (but shall not be
required to) cause the Corporation to take any one or more of the
following actions:



	 	(i)	 	accelerate in whole or in part the time of the vesting and
exercisability of any one or more of the outstanding Stock
Appreciation Rights and Options so as to provide that those
Stock Appreciation Rights and Options shall be exercisable before,
upon, or after the consummation of the Restructuring;



	 	(ii)	 	grant each Holder of an Option corresponding Stock
Appreciation Rights;




   
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	 	(iii)	 	accelerate in whole or in part the expiration of some or all
of the restrictions on any Restricted Stock Award;



	 	(iv)	 	if the Restructuring is in the form of a Non-Surviving Event,
cause the surviving entity to assume in whole or in part any one or
more of the outstanding Awards upon such terms and provisions as the
Committee deems desirable; or



	 	(v)	 	redeem in whole or in part any one or more of the outstanding
Awards (whether or not then exercisable) in consideration of a cash
payment, as such payment may be reduced for tax withholding
obligations as contemplated in Sections 5.9, 6.6, or 7.4, as
applicable, in an amount equal to:



	 	(1)	 	for Options and Stock Appreciation Rights granted in
connection with Options, the excess of (1) the Fair Market Value,
determined as of the date immediately preceding the consummation
of the Restructuring, of the aggregate number of shares of Stock
subject to the Award and as to which the Award is being redeemed
over (2) the Exercise Price for that number of shares of Stock;



	 	(2)	 	for Stock Appreciation Rights not granted in connection
with an Option, the excess of (1) the Fair Market Value,
determined as of the date immediately preceding the consummation
of the Restructuring, of the aggregate number of shares of Stock
subject to the Award and as to which the Award is being redeemed
over (2) the Fair Market Value of that number of shares of Stock
on the Date of Grant; and



	 	(3)	 	for Restricted Stock Awards, the Fair Market Value,
determined as of the date immediately preceding the consummation
of the Restructuring, of the aggregate number of shares of Stock
subject to the Award and as to which the Award is being redeemed.



     The Corporation shall promptly notify each Holder of any election or
action taken by the Corporation under this Section 9.3. In the event of
any election or action taken by the Corporation pursuant to this Section
9.3 that requires the amendment or cancellation of any Award Agreement as
may be specified in any notice to the Holder thereof, that Holder shall
promptly deliver that Award Agreement to the Corporation in order for
that amendment or cancellation to be implemented by the Corporation and
the Committee. The failure of the Holder to deliver any such Award
Agreement to the Corporation as provided in the preceding sentence shall
not in any manner affect the validity or enforceability of any action
taken by the Corporation and the Committee under this Section 9.3,
including without limitation any redemption of an Award as of the
consummation of a Restructuring. Any cash payment to be made by the
Corporation pursuant to this Section 9.3 in connection with the
redemption of any outstanding Awards shall be paid to the Holder thereof
currently with the delivery to the Corporation of the Award Agreement
evidencing that Award; provided, however, that any such redemption shall
be effective upon the consummation of the Restructuring notwithstanding
that the payment of the redemption price may occur subsequent to the
consummation. If all or any portion of an outstanding Award is to be
exercised or accelerated upon or after the consummation of a
Restructuring that does not occur in connection with a Change in Control
and is in the form of a Non-Surviving Event, and as a part of that
Restructuring shares of stock, other securities, cash, or property shall
be issuable or deliverable in exchange for Stock, then the Holder of the
Award shall thereafter be entitled to purchase or receive (in lieu of the
number of shares of Stock that the Holder would otherwise be entitled to
purchase or receive) the number of shares of Stock, other securities,
cash, or property to which such number of shares of Stock would have been
entitled in connection with the Restructuring (and, for Options, upon
payment of the aggregate
exercise price equal to the Exercise Price that would have been
payable if that number of Total Shares had been purchased on the exercise
of the Option immediately before the consummation of the Restructuring)
and such Award shall be subject to adjustments that shall be as nearly
equivalent as may be practical to the adjustments provided for in this
Section 9.



   
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	9.4	 	Notice of Restructuring. The Corporation shall attempt to keep all
Holders informed with respect to any Restructuring or of any potential
Restructuring to the same extent that the Corporation’s shareholders are
informed by the Corporation of any such event or potential event.



SECTION 10.  ADDITIONAL PROVISIONS



	10.1	 	Termination of Employment. If a Holder is an Eligible Individual because
the Holder is an Employee and if that employment relationship is
terminated for any reason other than (a) that Holder’s death or (b) that
Holder’s Disability (hereafter defined), then any and all Awards held by
such Holder in such Holder’s capacity as an Employee as of the date of the
termination that are not yet exercisable (or for which restrictions have
not lapsed) shall become null and void as of the date of such termination;
provided, however, that the portion, if any, of such Awards that are
exercisable as of the date of termination shall be exercisable for a
period of the lesser of (a) the remainder of the term of the Award or (b)
the date which is 30 days following the date of termination. Any portion
of an Award not exercised upon the expiration of the lesser of the periods
specified above shall be null and void unless the Holder dies during such
period, in which case the provisions of Section 10.3 shall govern.



	10.2	 	Other Loss of Eligibility — Non-Employees. If a Holder is an Eligible
Individual because the Holder is serving in a capacity other than as an
Employee and if that capacity is terminated for any reason other than the
Holder’s death or Disability, then that portion, if any, of any and all
Awards held by the Holder that were granted because of that capacity which
are not yet exercisable (or for which restrictions have not lapsed) as of
the date of the termination shall become null and void as of the date of
the termination; provided, however, that the portion, if any, of any and
all Awards held by the Holder that are then exercisable as of the date of
the termination shall be exercisable for a period of the lesser of (a) the
remainder of the term of the Award or (b) 30 days following the date such
capacity is terminated. If a Holder is an Eligible Individual because the
Holder is serving in a capacity other than as an Employee and if that
capacity is terminated by reason of the Holder’s death or Disability, then
the portion, if any, of any and all Awards held by the Holder that are not
yet exercisable (or for which restrictions have not lapsed) as of the date
of termination for death or Disability shall become exercisable (and the
restrictions thereon, if any, shall lapse) and all such Awards held by
that Holder as of the date of termination that are exercisable (either as
a result of this sentence or otherwise) shall be exercisable for a period
of the lesser of (a) the remainder of the term of the Award or (b) the
date which is 30 days following the date of termination. Any portion of
an Award not exercised upon the expiration of the periods specified in (a)
or (b) of the preceding two sentences shall be null and void upon the
expiration of such period, as applicable.



	10.3	 	Death. Upon the death of a Holder, any and all Awards held by the Holder
that are not then exercisable (or for which restrictions have not lapsed)
shall become immediately exercisable (and any restrictions shall
immediately lapse) and such Awards shall be exercisable by that Holder’s
legal representatives, heirs, legatees, or distributees for a period of 90
days following the date of the Holder’s death unless the Award Agreement
specifies a longer period of time. Any portion of an Award not exercised
upon the expiration of such period shall be null and void. Except as
expressly provided in this Section 10.3, no Award held by a Holder shall
be exercisable after the death of that Holder.



	10.4	 	Disability. If a Holder is an Eligible Individual because the Holder is
an Employee and if that employment relationship is terminated by reason of
the Holder’s Disability, then the portion, if any, of any and all Awards
held by the Holder that are not then exercisable (or for which
restrictions have not lapsed) shall become immediately exercisable (and
any restrictions shall
immediately lapse) and such Awards shall be exercisable by the Holder,
his guardian or his legal representative for a period of 90 days
following the date of such termination except as otherwise provided
below. Any portion of an Award not exercised upon the expiration of such
period shall be null and void unless the Holder dies during such period,
in which event the provisions of Section 10.3 shall govern. “Disability”
shall have the meaning given it in the employment agreement of the
Holder; provided, however, that if the




   
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	 	 	Holder has no employment agreement
defining such term, “Disability” shall mean, as determined by the Board
of Directors in the sole discretion exercised in good faith of the Board
of Directors, a physical or mental impairment of sufficient severity that
either the Holder is unable to continue performing the duties he
performed before such impairment or the Holder’s condition entitles him
to disability benefits under any insurance or employee benefit plan of
the Corporation or its Subsidiaries and that impairment or condition is
cited by the Corporation as the reason for termination of the Holder’s
employment. Notwithstanding the foregoing, in the event the Holder is
permanently and totally disabled so that he is unable to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous period of
not less than 12 months, and the Holder furnishes proof of the existence
thereof in such form and manner, and at such time, as the Internal
Revenue Service may require, then the Holder shall have one year from the
date of termination within which to exercise such Awards.



	10.5	 	Leave of Absence. With respect to an Award, the Committee may, in its
sole discretion, determine that any Holder who is on leave of absence for
any reason will be considered to still be in the employ of the Corporation
or any of its Subsidiaries, as applicable, for any or all purposes of the
Plan and the Award Agreement of such Holder.



	10.6	 	Transferability of Awards. In addition to such other terms and
conditions as may be included in a particular Award Agreement, an Award
requiring exercise shall be exercisable during a Holder’s lifetime only by
that Holder or by that Holder’s guardian or legal representative. An
Award requiring exercise shall not be transferable other than (i) by will
or the laws of descent and distribution; or (ii) in accordance with the
terms of the Award Agreement.



	10.7	 	Forfeiture and Restrictions on Transfer. Each Award Agreement may
contain or otherwise provide for conditions giving rise to the forfeiture
of the Stock acquired pursuant to an Award or otherwise and may also
provide for those restrictions on the transferability of shares of the
Stock acquired pursuant to an Award or otherwise that the Committee in its
sole and absolute discretion may deem proper or advisable. The conditions
giving rise to forfeiture may include, but need not be limited to, the
requirement that the Holder render substantial services to the Corporation
or its Subsidiaries for a specified period of time. The restrictions on
transferability may include, but need not be limited to, options and
rights of first refusal in favor of the Corporation and shareholders of
the Corporation other than the Holder of such shares of Stock who is a
party to the particular Award Agreement or a subsequent Holder of the
shares of Stock who is bound by that Award Agreement.



	10.8	 	Delivery of Certificates of Stock. Subject to Section 10.9, the
Corporation shall promptly issue and deliver a certificate representing
the number of shares of Stock as to which (a) an Option has been exercised
after the Corporation receives an Exercise Notice and upon receipt by the
Corporation of the Exercise Price and any tax withholding as may be
requested, (b) a Stock Appreciation Right has been exercised (to the
extent the Committee determines to pay such Stock Appreciation Right in
shares of Stock pursuant to Section 6.5) and upon receipt by the
Corporation of any tax withholding as may be requested, and (c)
restrictions have lapsed with respect to a Restricted Stock Award and upon
receipt by the Corporation of any tax withholding as may be requested.
The value of the shares of Stock or cash transferable because of an Award
under the Plan shall not bear any interest owing to the passage of time,
except as may be otherwise provided in an Award Agreement. If a Holder is
entitled to receive certificates representing Stock received for more than
one form of Award under the Plan, separate Stock certificates shall be
issued with respect to Incentive Options and Nonstatutory Options.



	10.9	 	Conditions to Delivery of Stock. Nothing herein or in any Award granted
hereunder or any Award Agreement shall require the Corporation to issue
any shares with respect to any Award if that issuance would, in the
opinion of counsel for the Corporation, constitute a violation of the
Securities Act or any similar or superseding statute or statutes, any
other applicable statute or regulation, or the rules of any applicable
securities exchange or securities association, as then in effect. At the
time of any exercise of an Option or Stock Appreciation Right, or at the
time of any grant of a Restricted




  
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	 	 	Stock Award, the Corporation may, as a
condition precedent to the exercise of such Option or Stock Appreciation
Right or vesting of any Restricted Stock Award, require from the Holder of
the Award (or in the event of his death, his legal representatives, heirs,
legatees, or distributees) such written representations, if any,
concerning the Holder’s intentions with regard to the retention or
disposition of the shares of Stock being acquired pursuant to the Award
and such written covenants and agreements, if any, as to the manner of
disposal of such shares as, in the opinion of counsel to the Corporation,
may be necessary to ensure that any disposition by that Holder (or in the
event of the Holder’s death, his legal representatives, heirs, legatees,
or distributees) will not involve a violation of the Securities Act or any
similar or superseding statute or statutes, any other applicable state or
federal statute or regulation, or any rule of any applicable securities
exchange or securities association, as then in effect.



	10.10	 	Certain Directors and Officers. With respect to Holders who are
directors or officers of the Corporation or any of its Subsidiaries and
who are subject to Section 16(b) of the Exchange Act, Awards and all
rights under the Plan shall be exercisable during the Holder’s lifetime
only by the Holder or the Holder’s guardian or legal representative, but
not for at least six months after grant, unless (a) the Board of Directors
expressly authorizes that an Award shall be exercisable before the
expiration of the six-month period or (b) the death or Disability of the
Holder occurs before the expiration of the six-month period. In addition,
no such officer or director shall exercise any Stock Appreciation Right or
have shares of Stock withheld to pay tax withholding obligations within
the first six months of the term of an Award. Any election by any such
officer or director to have tax withholding obligations satisfied by the
withholding of shares of Stock shall be irrevocable and shall be
communicated to the Committee during the period beginning on the third day
following the date of release of quarterly or annual summary statements of
sales and earnings and ending on the twelfth business day following such
date (the “Window Period”) or by an irrevocable election communicated to
the Committee at least six months before the date of exercise of the Award
for which such withholding is desired. Any election by an officer or
director to receive cash in full or partial settlement of a Stock
Appreciation Right, as well as any exercise by such individual of a Stock
Appreciation Right for cash, in either case to the extent permitted under
the applicable Award Agreement or otherwise permitted by the Committee,
shall be made during the Window Period or within any other periods that
the Committee shall specify from time to time.



	10.11	 	Securities Act Legend. Certificates for shares of Stock, when issued,
may have the following legend, or statements of other applicable
restrictions (including, without limitation, restrictions required under
any federal, state or foreign law), endorsed thereon and may not be
immediately transferable:



THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES
EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION OF THE
ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER)
THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT
VIOLATE APPLICABLE FEDERAL OR STATE LAWS.


This legend shall not be required for shares of Stock issued pursuant to
an effective registration statement under the Securities Act.


	10.12	 	Legend for Restrictions on Transfer. Each certificate representing
shares issued to a Holder pursuant to an Award granted under the Plan
shall, if such shares are subject to any transfer restriction, including a
right of first refusal, provided for under this Plan or an Award
Agreement, bear a legend that complies with applicable law with respect to
the restrictions on transferability contained in this Section 10.12, such
as:




  
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THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY IMPOSED BY THAT CERTAIN INSTRUMENT
ENTITLED “EZCORP, INC. 2003 INCENTIVE PLAN” AS ADOPTED BY THE
CORPORATION, AND AN AGREEMENT THEREUNDER BETWEEN THE CORPORATION AND THE
INITIAL HOLDER THEREOF DATED SEPTEMBER 17, 2003, AND MAY NOT BE
TRANSFERRED, SOLD, OR OTHERWISE DISPOSED OF EXCEPT AS THEREIN PROVIDED.
THE CORPORATION WILL FURNISH A COPY OF SUCH INSTRUMENT AND AGREEMENT TO
THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON REQUEST TO THE
CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.


	10.13	 	Rights as a Shareholder. A Holder shall have no right as a shareholder
with respect to any shares covered by his Award until a certificate
representing those shares is issued in his name. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash or other
property) or distributions or other rights for which the record date is
before the date that certificate is issued, except as contemplated by
Section 9 hereof. Nevertheless, dividends, dividend equivalent rights and
voting rights may be extended to and made part of any Award denominated in
Stock or units of Stock, subject to such terms, conditions and
restrictions as the Committee may establish. The Committee may also
establish rules and procedures for the crediting of interest on deferred
cash payments and dividend equivalents for deferred payment denominated in
Stock or units of Stock.



	10.14	 	Furnish Information. Each Holder shall furnish to the Corporation all
information requested by the Corporation to enable it to comply with any
reporting or other requirement imposed upon the Corporation by or under
any applicable statute or regulation.



	10.15	 	Obligation to Exercise. The granting of an Award hereunder shall impose
no obligation upon the Holder to exercise the same or any part thereof.



	10.16	 	Adjustments to Awards. Subject to the general limitations set forth in
Sections 5, 6, and 9, the Committee may make any adjustment in the
Exercise Price of, the number of shares subject to, or the terms of a
Nonstatutory Option or Stock Appreciation Right by canceling an
outstanding Nonstatutory Option or Stock Appreciation Right and regranting
a Nonstatutory Option or Stock Appreciation Right. Such adjustment shall
be made by amending, substituting, or regranting an outstanding
Nonstatutory Option or Stock Appreciation Right. Such amendment,
substitution, or regrant may result in terms and conditions that differ
from the terms and conditions of the original Nonstatutory Option or Stock
Appreciation Right. The Committee may not, however, impair the rights of
any Holder of previously granted Nonstatutory Options or Stock
Appreciation Rights without that Holder’s consent. If such action is
effected by amendment, such amendment shall be deemed effective as of the
Date of Grant of the amended Award.



	10.17	 	Remedies. The Corporation shall be entitled to recover from a Holder
reasonable attorneys’ fees incurred in connection with the enforcement of
the terms and provisions of the Plan and any Award Agreement whether by an
action to enforce specific performance or for damages for its breach or
otherwise.



	10.18	 	Information Confidential. As partial consideration for the granting of
each Award hereunder, the Holder shall agree with the Corporation that he
will keep confidential all information and knowledge that he has relating
to the manner and amount of his participation in the Plan; provided,
however, that such information may be disclosed as required by law and may
be given in confidence to the Holder’s spouse, tax or financial advisors,
or to a financial institution to the
extent that such information is necessary to secure a loan. In the event
any breach of this promise comes to the attention of the Committee, it
shall take into consideration that breach in determining whether to
recommend the grant of any future Award to that Holder, as a factor
mitigating against the advisability of granting any such future Award to
that Person.



	10.19	 	Consideration. No Option or Stock Appreciation Right shall be
exercisable and no restriction on any Restricted Stock Award shall lapse
with respect to a Holder unless and until the Holder thereof




  
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	 	 	shall have
paid cash or property to, or performed services for, the Corporation or
any of its Subsidiaries that the Committee believes is equal to or greater
in value than the par value of the Stock subject to such Award.



SECTION 11.  DURATION AND AMENDMENT OF PLAN



	11.1	 	Duration. No Awards may be granted hereunder after the date that is ten
years from the earlier of (a) the date the Plan is adopted by the Board of
Directors or (b) the date the Plan is approved by the shareholders of the
Corporation.



	11.2	 	Amendment. The Board of Directors may amend, modify, suspend, or
terminate the Plan for the purpose of meeting or addressing any changes in
legal requirements applicable to the Corporation or the Plan. Otherwise,
the Plan may not be amended without the consent of the holders of a
majority of the shares of Voting Securities then outstanding. In
connection with any amendment of the Plan, the Board of Directors shall be
authorized to incorporate such provisions as shall be necessary for
amounts paid under the Plan to be exempt from Section 162(m) of the Code.



SECTION 12.  GENERAL



	12.1	 	Application of Funds. The proceeds received by the Corporation from the
sale of shares pursuant to Awards may be used for any general corporate
purpose.



	12.2	 	Right of the Corporation and Subsidiaries to Terminate Employment.
Nothing contained in the Plan or in any Award Agreement shall confer upon
any Holder the right to continue in the employ of the Corporation or any
Subsidiary or interfere in any way with the rights of the Corporation or
any Subsidiary to terminate the Holder’s employment at any time.



	12.3	 	No Liability for Good Faith Determinations. Neither the members of the
Board of Directors nor any member of the Committee shall be liable for any
act, omission or determination taken or made in good faith with respect to
the Plan or any Award granted under it; and members of the Board of
Directors and the Committee shall be entitled to indemnification and
reimbursement by the Corporation in respect of any claim, loss, damage, or
expense (including attorneys’ fees, the costs of settling any suit,
provided such settlement is approved by independent legal counsel selected
by the Corporation, and amounts paid in satisfaction of a judgment, except
a judgment based on a finding of bad faith) arising therefrom to the full
extent permitted by law and under any directors’ and officers’ liability
or similar insurance coverage that may from time to time be in effect.
This right to indemnification shall be in addition to, and not a
limitation on, any other indemnification rights any member of the Board of
Directors or the Committee may have.



	12.4	 	Other Benefits. Participation in the Plan shall not preclude the Holder
from eligibility in any other stock or stock option plan of the
Corporation or any Subsidiary or any old age benefit, insurance, pension,
profit sharing retirement, bonus, or other extra compensation plans that
the Corporation or any Subsidiary has adopted, or may, at any time, adopt
for the benefit of its Employees. Neither the adoption of the Plan by the
Board of Directors nor the submission of the Plan to the shareholders of
the Corporation for approval shall be construed as creating any
limitations on the power of the Board of Directors to adopt such other
incentive arrangements as it may deem desirable, including, without
limitation, the granting of stock options and the awarding of Stock
and cash otherwise than under the Plan and such arrangements may be
either generally applicable or applicable only in specific cases.



	12.5	 	Exclusion From Pension and Profit-Sharing Compensation. By acceptance of
an Award (regardless of form), as applicable, each Holder shall be deemed
to have agreed that the Award is special incentive compensation that will
not be taken into account in any manner as salary, compensation, or bonus
in determining the amount of any payment under any pension, retirement, or
other employee benefit plan of the Corporation or any Subsidiary, unless
any pension, retirement, or other employee benefit plan of the Corporation
or Subsidiary expressly provides that such Award shall be so considered
for purposes of determining the amount of any payment under any such plan.




  
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	 	 	In addition, each beneficiary of a deceased Holder shall be deemed to
have agreed that the Award will not affect the amount of any life
insurance coverage, if any, provided by the Corporation or a Subsidiary on
the life of the Holder that is payable to the beneficiary under any life
insurance plan covering Employees of the Corporation or any Subsidiary.



	12.6	 	Execution of Receipts and Releases. Any payment of cash or any issuance
or transfer of shares of Stock to the Holder, or to his legal
representative, heir, legatee, or distributee, in accordance with the
provisions hereof, shall, to the extent thereof, be in full satisfaction
of all claims of such Persons hereunder. The Committee may require any
Holder, legal representative, heir, legatee, or distributee, as a
condition precedent to such payment, to execute a release and receipt
therefor in such form as it shall determine.



	12.7	 	Unfunded Plan. Insofar as it provides for Awards of cash and Stock, the
Plan shall be unfunded. Although bookkeeping accounts may be established
with respect to Holders who are entitled to cash, Stock, or rights thereto
under the Plan, any such accounts shall be used merely as a bookkeeping
convenience. The Corporation shall not be required to segregate any
assets that may at any time be represented by cash, Stock, or rights
thereto, nor shall the Plan be construed as providing for such
segregation, nor shall the Corporation nor the Board of Directors nor the
Committee be deemed to be a trustee of any cash, Stock, or rights thereto
to be granted under the Plan. Any liability of the Corporation to any
Holder with respect to a grant of cash, Stock, or rights thereto under the
Plan shall be based solely upon any contractual obligations that may be
created by the Plan and any Award Agreement; no such obligation of the
Corporation shall be deemed to be secured by any pledge or other
encumbrance on any property of the Corporation. Neither the Corporation
nor the Board of Directors nor the Committee shall be required to give any
security or bond for the performance of any obligation that may be created
by the Plan.



	12.8	 	No Guarantee of Interests. Neither the Committee nor the Corporation
guarantees the Stock of the Corporation from loss or depreciation.



	12.9	 	Payment of Expenses. All expenses incident to the administration,
termination, or protection of the Plan, including, but not limited to,
legal and accounting fees, shall be paid by the Corporation or its
Subsidiaries; provided, however, the Corporation or a Subsidiary may
recover any and all damages, fees, expenses, and costs arising out of any
actions taken by the Corporation to enforce its right to purchase Stock
under this Plan.



	12.10	 	Corporation Records. Records of the Corporation or its Subsidiaries
regarding the Holder’s period of employment, termination of employment and
the reason therefor, leaves of absence, re-employment, and other matters
shall be conclusive for all purposes hereunder, unless determined by the
Committee to be incorrect.



	12.11	 	Information. The Corporation and its Subsidiaries shall, upon request
or as may be specifically required hereunder, furnish or cause to be
furnished all of the information or documentation which is necessary or
required by the Committee to perform its duties and functions under the
Plan.



	12.12	 	No Liability of Corporation. The Corporation assumes no obligation or
responsibility to the Holder or his legal representatives, heirs,
legatees, or distributees for any act of, or failure to act on the part
of, the Committee.



	12.13	 	Corporation Action. Any action required of the Corporation shall be by
resolution of its Board of Directors or by a Person authorized to act by
resolution of the Board of Directors.



	12.14	 	Severability. In the event that any provision of this Plan, or the
application hereof to any Person or circumstance, is held by a court of
competent jurisdiction to be invalid, illegal, or unenforceable in any
respect under present or future laws effective during the effective term
of any such provision, such invalid, illegal, or unenforceable provision
shall be fully severable; and this Plan shall then be construed and
enforced as if such invalid, illegal, or unenforceable provision had not
been contained




  
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	12.15	 	in this Plan; and the remaining provisions of this Plan
shall remain in full force and effect and shall not be affected by the
illegal, invalid, or unenforceable provision or by its severance from this
Plan. Furthermore, in lieu of each such illegal, invalid, or
unenforceable provision, there shall be added automatically as part of
this Plan a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and
enforceable. If any of the terms or provisions of this Plan conflict with
the requirements of Rule 16b-3 (as those terms or provisions are applied
to Eligible Individuals who are subject to Section 16(b) of the Exchange
Act), then those conflicting terms or provisions shall be deemed
inoperative to the extent they so conflict with the requirements of Rule
16b-3 and, in lieu of such conflicting provision, there shall be added
automatically as part of this Plan a provision as similar in terms to such
conflicting provision as may be possible and not conflict with the
requirements of Rule 16b-3. If any of the terms or provisions of this
Plan conflict with the requirements of Section 422 of the Code (with
respect to Incentive Options), then those conflicting terms or provisions
shall be deemed inoperative to the extent they so conflict with the
requirements of Section 422 of the Code and, in lieu of such conflicting
provision, there shall be added automatically as part of this Plan a
provision as similar in terms to such conflicting provision as may be
possible and not conflict with the requirements of Section 422 of the
Code. With respect to Incentive Options, if this Plan does not contain
any provision required to be included herein under Section 422 of the
Code, that provision shall be deemed to be incorporated herein with the
same force and effect as if that provision had been set out at length
herein; provided, however, that, to the extent any Option that is intended
to qualify as an Incentive Option cannot so qualify, that Option (to that
extent) shall be deemed a Nonstatutory Option for all purposes of the
Plan.



	12.15	 	Notices. Whenever any notice is required or permitted hereunder, such
notice must be in writing and personally delivered or sent by mail. Any
notice required or permitted to be delivered hereunder shall be deemed to
be delivered on the date on which it is actually received by the
Corporation addressed to the attention of the Corporate Secretary at the
Corporation’s office as specified in the applicable Award Agreement. The
Corporation or a Holder may change, at any time and from time to time, by
written notice to the other, the address which it or he had previously
specified for receiving notices. Until changed in accordance herewith,
the Corporation and each Holder shall specify as its and his address for
receiving notices the address set forth in the Award Agreement pertaining
to the shares to which such notice relates. Any Person entitled to notice
hereunder may waive such notice.



	12.16	 	Successors. The Plan shall be binding upon the Holder, his legal
representatives, heirs, legatees, and distributees, upon the Corporation,
its successors and assigns and upon the Committee and its successors.



	12.17	 	Headings. The titles and headings of Sections are included for
convenience of reference only and are not to be considered in construction
of the provisions hereof.



	12.18	 	Governing Law. All questions arising with respect to the provisions of
the Plan shall be determined by application of the laws of the State of
Texas, without giving effect to any conflict of law provisions thereof,
except to the extent Texas law is preempted by federal law. Questions
arising with respect to the provisions of an Award Agreement that are
matters of contract law shall be governed by the laws of the state
specified in the Award Agreement, except to the extent that [Texas]
corporate law subconflicts with the contract law of such state, in which
event [Texas] corporate law shall govern irrespective of any conflict of
law laws. The obligation of the Corporation to sell and deliver Stock
hereunder is subject to applicable federal, state and foreign laws and to
the approval of any governmental authority required in connection with
the authorization, issuance, sale, or delivery of such Stock.



	12.19	 	Word Usage. Words used in the masculine shall apply to the feminine
where applicable, and wherever the context of this Plan dictates, the
plural shall be read as the singular and the singular as the plural.




  
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     IN WITNESS WHEREOF, the Corporation, acting by and through its officers
hereunto duly authorized, has executed this 2003 Incentive Plan, to be
effective as of September 17, 2003.



	 	 	 	 	 
	 	 	EZCORP, INC.,
	 	 	a Delaware corporation
	 	 	
 	 	 
	 	 	
 	 	 
	 	 	
By:	 	 
	 	 	 	 	Joseph L. Rotunda,
President and Chief

Executive Officer







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