**Exhibit10.3**

 

**PAWNMART,INC.**

 

**CAPITAL INCENTIVE PROGRAM**

 

**January 1, 2003**

 

 

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**TABLE OFCONTENTS**

 
| 1.     |   | Background and  Purpose of the Program.                |
|--------|--------|--------------------------------------------------------|
|   |   |                                                   |   |
| 2.     |   | Definitions.                                           |
|   | (a)    |                                                   | Administrator. |
|   | (b)    |                                                   | Adopting  Employer. |
|   | (c)    |                                                   | Award Date. |
|   | (d)    |                                                   | Board. |
|   | (e)    |                                                   | Bonus. |
|   | (f)    |                                                   | Cause. |
|   | (g)    |                                                   | Code. |
|   | (h)    |                                                   | Committee. |
|   | (i)    |                                                   | Common Stock. |
|   | (j)    |                                                   | Company. |
|   | (k)    |                                                   | Disability. |
|   | (l)    |                                                   | Elective Deferral  Agreement. |
|   | (m)    |                                                   | Elective Deferral  Contribution. |
|   | (n)    |                                                   | Employee. |
|   | (o)    |                                                   | Employment. |
|   | (p)    |                                                   | Fair Market  Value. |
|   | (q)    |                                                   | Participant. |
|   | (r)    |                                                   | Plan. |
|   | (s)    |                                                   | Program. |
|   | (t)    |                                                   | Program Year. |
|   | (u)    |                                                   | RSA Agreement. |
|   | (v)    |                                                   | Restricted  Period. |
|   | (w)    |                                                   | Restricted  Stock. |
|   | (x)    |                                                   | Restricted  Stock Award. |
|   | (y)    |                                                   | Retirement. |
|   | (z)    |                                                   | Salary. |
|   | (aa)   |                                                   | Share. |
|   | (bb)   |                                                   | Subsidiary. |
|   | (cc)   |                                                   | Vesting Date. |
|   |   |                                                   |   |
| 3.     |   | Eligibility.                                           |
|   |   |                                                   |   |
| 4.     |   | Elective Deferral  Agreement.                          |
|   |   |                                                   |   |
| 5.     |   | Revocation  of Participants Salary or Bonus Deferrals. |
|   |   |                                                   |   |
| 6.     |   | Restricted Stock Awards.                               |
|   | (a)    |                                                   | Authority of Administrator. |
|   | (b)    |                                                   | Number  of Restricted Shares Awarded to Employees. |
|   | (c)    |                                                   | Stock Certificate and  Legend. |

 

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|   | (d)    |                       | Restrictions  on Stock.                                   |
|--------|--------|----------------------------|-----------------------------------------------------------|
|   | (e)    |                       | Voting of Restricted Stock.                               |
|   | (f)    |                       | Post-Termination  Forfeiture for Cause.                   |
|   |   |                       |                                                      |
| 7.     |   | Amendment and Termination. |
|   |   |                       |                                                      |
| 8.     |   | General  Provisions.       |
|   | (a)    |                       | No  Limitation on other Compensation Plans or Employment. |
|   | (b)    |                       | Indemnification.                                          |
|   | (c)    |                       | Assignment.                                               |
|   | (d)    |                       | Tax  Withholding.                                         |
|   | (e)    |                       | Severability.                                             |
|   | (f)    |                       | Applicability  of Plan.                                   |

 

 

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**PAWNMART,INC.CAPITAL INCENTIVE PROGRAM**

 

# **1.        Background and Purpose of the Program.**

 

The name of this program is the PAWNMART,INC. CAPITAL INCENTIVE PROGRAM (the “**Program**”). The Program permits the grants of Restricted Stock Awards to keyEmployees.  The Program was adopted bythe Administrator and being made available pursuant to the authority granted tothe Administrator under the PawnMart, Inc. 2003 Stock Incentive Plan, as it maybe amended from time to time (the “**Plan**”), which Plan is incorporated byreference herein in its entirety.  Thepurpose of the Program is to enable PawnMart, Inc. (the “**Company**”) and itsSubsidiaries to attract, retain and motivate key Employees to compensate themfor their contributions to the growth and profits of the Company, and toencourage their ownership of Common Stock in the Company.  The Program provides incentives toparticipating Employees which are linked directly to increases in stockholdervalue and should, therefore, inure to the benefit of the stockholders of theCompany.

# ** **

# **2.        Definitions.**

 

All capitalized terms used in theProgram, unless otherwise defined herein, shall have the meanings ascribed tosuch terms in the Plan.  The Program, inits entirety, is incorporated by reference into the Plan.

## ** **

## **(a)           Administrator**.

 

Administratormeans the Board or any of its Committees as shall be administering this Programin accordance with the Plan and this Program.

## ** **

## **(b)           Adopting Employer.**

 

Adopting Employer means the Company andeach of its Subsidiaries which have been designated by the Administrator as anemployer which has adopted the Program.

## ** **

## **(c)           Award Date**.

 

Award Date means (i) with respect to aRestricted Stock Award relating to a Bonus deferral under the Program, the dateduring a Program Year on which the Bonus would have been paid absent thedeferral election and (ii) with respect to a Restricted Stock Award relating toa Salary deferral under the Program; the last day of each quarter during aProgram Year, i.e., March 31, June 30, September 30 and December 31.

## ** **

## **(d)           Board.**

 

Boardmeans the Board of Directors of the Company.

##  

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## **(e)           Bonus.**

 

Bonus means any amountattributable to the Employee during a Program Year which is designated by theAdopting Employer as bonus compensation. In the event of any disagreement, the Administrator, in its solediscretion, shall determine whether any particular type or item of compensationshall be deemed a Bonus for purposes of the Program.

## ** **

## **(f)            Cause**.

 

Cause,when used in connection with the termination of a Participant’s Employment,means the termination of the Participant’s Employment by the Company by reasonof (i) the conviction of the Participant by a court of competent jurisdictionas to which no further appeal can be taken of a crime involving moral turpitudeor a felony; (ii) the proven commission by the Participant of an act of fraudupon the Company; (iii) the willful and proven misappropriation of any funds orproperty of the Company by the Participant; (iv) the willful, continued andunreasonable failure by the Participant to perform the material duties assignedto him; (v) the knowing engagement by the Participant in any direct, materialconflict of interest with the Company without compliance with the Company’sconflict of interest policy, if any, then in effect; or (vi) the knowingengagement by the Participant, without the written approval of the Board, inany activity which competes with the business of the Company or which wouldresult in a material injury to the business, reputation or goodwill of theCompany.

## ** **

## **(g)           Code**.

 

Codemeans the Internal Revenue Code of 1986, as amended, and the regulations andother authority promulgated thereunder by the appropriate governmentalauthority.  References herein to anyprovision of the Code shall refer to any successor provision thereto.

## ** **

## **(h)           Committee.**

 

Committeemeans a committee appointed by the Board in accordance with **Section 4**ofthe Plan to administer this Program.

## ** **

## **(i)            Common Stock**.

 

CommonStock means the common stock of the Company, $0.01 par value, and any class ofcommon stock into which such common stock may hereafter be converted,reclassified or recapitalized.

## ** **

## **(j)            Company.**

 

Company means PawnMart, Inc., acorporation organized under the laws of the State of Delaware, and anysuccessor in interest thereto.

##  

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## **(k)           Disability**.

 

Disabilitymeans a permanent and total disability as defined in Section 22(e)(3) of theCode.  A determination of Disability maybe made by a physician selected or approved by the Administrator and, in thisrespect, the Participant shall submit to an examination by such physician uponrequest.

## ** **

## **(l)            Elective Deferral Agreement.**

 

Elective Deferral Agreement means awritten agreement entered into by and between the Adopting Employer and aParticipant for a Program Year, which agreement describes the terms andconditions of such Participants arrangement to defer (i) up to one hundredpercent (100%) of his Bonus that may be awarded with respect to such ProgramYear and/or (ii) up to fifty percent (50%) of his Salary that would otherwisebe paid to the Participant during the Program Year absent his deferralelection.  The Elective DeferralAgreement shall be executed and dated by the Participant and shall specify theamount of Bonus and/or Salary, by percentage or dollar amount, to be deferredunder the Program for the Program Year.

## ** **

## **(m)          Elective Deferral Contribution.**

 

Elective Deferral Contribution means anyamount of a Participant’s Salary and/or Bonus which he elects to deferhereunder pursuant to an Elective Deferral Agreement and to have such deferredamount applied to a Restricted Stock Award pursuant to **Section 4**.  If a Participant is authorized by hisAdopting Employer to take a paid Leave of Absence from Employment, the Participantshall continue to be considered in Employment and his Elective DeferralContributions shall continue to be withheld during such paid Leave ofAbsence.  If a Participant is authorizedby his Adopting Employer for any reason to take an unpaid Leave of Absence fromEmployment, the Participant shall continue to be considered in Employment andthe Participant shall be excused from making Elective Deferral Contributionsfrom his Salary until the Participant returns to a paid Employment status.  Upon his return, Elective DeferralContributions shall resume for the remaining portion of the Program Year inwhich the expiration or return occurs, based on the Participants ElectiveDeferral Agreement as in effect for that Program Year, i.e., the same percentageor dollar amount of Salary that was being withheld prior to the unpaid Leave ofAbsence shall resume after return to active service, but no make-up electivecontributions can be made for the Leave of Absence period.  A Leave of Absence shall not affect anyBonus deferral election made by the Participant under his Elective DeferralAgreement.

## ** **

## **(n)           Employee.**

 

Employeemeans any employee of the Company (or any Subsidiary) within the meaning of **Section3401(c)** of the Code who, in the opinion of the Committee, is one ofa select group of executive officers, other officers, or other key personnel ofthe Company (or any Subsidiary), who is in a position to contribute materiallyto the growth and development and to the financial success of the Company

 

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(or any Subsidiary),including, without limitation, officers who are members of the Board.

## ** **

## **(o)           Employment.**

 

Employment with respect to an Employeemeans employment as an Employee.

## ** **

## **(p)           Fair Market Value**.

 

Fair Market Value, with reference to oneshare of Common Stock on the date in question, means (i) the closing salesprice on the immediately preceding business day of a share of Common Stock asreported on the principal securities exchange on which Shares are then listedor admitted to trading, or (ii) if not so reported, the average of the closingbid and asked prices for a Share on the immediately preceding business day asquoted on the National Association of Securities Dealers Automated QuotationSystem (“NASDAQ”), or (iii) if not quoted on NASDAQ, the average of the closingbid and asked prices for a Share as quoted by the National Quotation Bureau’s“Pink Sheets” or the National Association of Securities Dealers’ OTC BulletinBoard System. If there was no public trade of Common Stock on the date inquestion, Fair Market Value shall be determined by reference to the lastpreceding date on which such a trade was so reported.  If the Company is not a Publicly Held Corporation at the time adetermination of the Fair Market Value of the Common Stock is required to bemade hereunder, the determination of Fair Market Value for purposes of the Planshall be made by the Administrator in its discretion exercised in good faith.In this respect, the Administrator may rely on such financial data, valuations,experts, and other sources, in its discretion, as it deems advisable under thecircumstances.

## ** **

## **(q)           Participant.**

 

Participant means an Employee who has (i)been selected to participate in the Program pursuant to **Section 3** and (ii) received aRestricted Stock Award.

## ** **

## **(r)           Plan.**

 

Plan means the PawnMart, Inc. 2003 StockIncentive Plan, as it may be amended from time to time.

## ** **

## **(s)           Program**.

 

Program means this PawnMart, Inc. CapitalIncentive Program as set forth herein, and as it may be amended from time totime.  The Program is incorporated intothe Plan.

##  

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## **(t)            Program Year**.

 

Program Year means thefiscal year commencing on July 1 and ending on June 30, with the first Program Yearcommencing on January 1, 2003.

## ** **

## **(u)           RSA Agreement.**

 

RSA Agreement means a written agreemententered into between the Company and the Participant setting forth the termsand conditions pursuant to which a Restricted Stock Award is granted under thePlan.

## ** **

## **(v)            Restricted Period.**

 

Restricted Period means the period oftime determined by the Administrator and set forth in the RSA Agreement duringwhich the transfer of Restricted Stock by the Participant is restricted.

## ** **

## **(w)           Restricted Stock.**

 

Restricted Stock meansShares of the Company’s Common Stock that are granted to a Participant pursuantto a RSA Agreement and have not yet vested thereunder.

## ** **

## **(x)           Restricted Stock Award.**

 

Restricted Stock Award means a grant ofRestricted Stock as evidenced by a RSA Agreement.

## ** **

## **(y)           Retirement**.

 

Retirementmeans the voluntary termination of Employment from the Company or anySubsidiary constituting retirement for age on any date after the Employeeattains the normal retirement age of 65 years, or such other age as may be designatedby the Administrator in the RSA Agreement.

## ** **

## **(z)           Salary**.

 

Salary means the gross remuneration thatis earned by the Employee from an Adopting Employer for compensatory servicesas reportable on the Employees IRS form W-2 for a calendar year, including,without limitation, commissions, and before such gross remuneration is reducedfor (if any) (i) deductions of payroll taxes and other standard deductions and(ii) Elective Deferral Contributions hereunder, elective deferrals to a 401(k)plan or a cafeteria plan, and other employee benefits deductions; provided,however, the term Salary shall exclude any Bonuses (or other extraordinarycompensation), reimbursements of business, moving and other expenses, anyincome resulting from stock option exercises, and any distributions from theProgram and any other qualified or non-qualified deferred compensationprogram.  The Administrator, in itsdiscretion, shall determine whether any particular type or item of compensationshall be deemed Salary for purposes of the Program.

##  

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## **(aa)         Share**.

 

Sharemeans a share of the Common Stock of the Company.

## ** **

## **(bb)         Subsidiary**.

 

Subsidiarymeans any corporation (whether now or hereafter existing) which constitutes a“subsidiary” of the Company, as defined in Section 424(f) of the Code.

## ** **

## **(cc)         Vesting Date.**

 

Vesting Date means, with respect to aParticipant, the date on which the Restricted Stock Award, or a portionthereof, becomes vested upon lapse of the Restricted Period.

# ** **

# **3.        Eligibility.**

 

The Employees whoreceive grants of Restricted Stock Awards under the Program shall be selectedfrom time to time by the Administrator, in its sole discretion, from among suchpersons.  Prior to the beginning of eachProgram Year (or when an Employee is first designated as a Participant during aProgram Year), the Administrator shall notify each designated Employee of hisright to authorize Elective Deferral Contributions for that Program Year (orremaining portion thereof).  EachEmployee who has been designated as a Participant for any Program Year shallautomatically remain eligible to authorize Elective Deferral Contributions inthat Program Year and for succeeding Program Years if he remains an Employee,unless and until it is determined by the Administrator, in its sole discretion,that the Employee is no longer a Participant. An Employee or former Employee (or in the event of his death, hisbeneficiary) shall be considered a Participant hereunder so long as he has aRestricted Stock Award that has not fully vested.

# ** **

# **4.        Elective Deferral Agreement.**

 

After an Employee has been notified thathe is eligible to authorize Elective Deferral Contributions for a Program Year,such Employee must notify the Administrator of his deferral election, if any,by completing and executing an Elective Deferral Agreement.  Any Elective Deferral Agreement that is notcompleted and signed by the Employee, and received and accepted by theAdministrator, on or prior to (a) the last day of the Program Year immediatelypreceding the Program Year for which the Elective Deferral Agreement will beeffective, or (b) the first day of the first payroll period for which theElective Deferral Agreement will be effective if the Employee first became aParticipant during that Program Year, shall be treated as the Employeeselection not to defer any Salary or Bonus hereunder for that Program Year.  Notwithstanding the immediately precedingparagraph, if after the commencement of a Program Year an Employee isdesignated as a Participant for the first time then, in order to make adeferral election hereunder, the Participant must complete and execute anElective Deferral Agreement and return it to the Administrator within thirty(30) days from the effective date on which he first became eligible toparticipate.  Such 

 

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Elective DeferralAgreement shall only apply to defer not-yet-earned Salary and Bonus forservices to be performed by the Participant (a) for the remainder of theProgram Year and (b) subsequent to receipt and acceptance of his ElectiveDeferral Agreement by the Administrator. The amount of Salary deferred hereunder, pursuant to the Participantsauthorization in his Elective Deferral Agreement, shall be withheld on a prorata basis from the Participants regular payments of Salary for each pay periodduring the Program Year (or portion thereof during which such Elective DeferralAgreement is in effect).  The dollaramount of a Bonus that the Participant elects to defer pursuant to his ElectiveDeferral Agreement shall be deferred in a lump sum on the date that thedeferred portion of the Bonus would have been paid to the Participant in theabsence of his deferral election.  Inaccordance with this **Section 4** and Section 4.6 of the Plan,the Administrator shall permit a Participant to elect, under the proceduresdescribed in this **Section 4**, to further defer (the“Additional Deferral Election”) the vesting and receipt of shares of RestrictedStock that would otherwise vest and be issuable to such Participant.  The Additional Deferral Election shall (i)be in writing and in the form adopted by the Company, (ii) be made by theParticipant and received by the Company, at least one full year and a day,prior to the date that the vesting restrictions on the shares of RestrictedStock are scheduled to lapse or any additional one-year extension thereof asdescribed below (the “Twelve Month Vesting Date”), (iii) apply to all (and notless than all) of the shares of Restricted Stock scheduled to vest on theTwelve Month Vesting Date (the “Extended Restricted Shares”), and (iv) have theeffect of deferring the Vesting Date of the Extended Restricted Shares for 12months after the Twelve Month Vesting Date (the “Extended Vesting Date”).  The Participant shall be permitted to makesuccessive annual one-year deferral elections with respect to all (but not lessthan all) the Extended Restricted Shares provided that each such electionsatisfies the requirements described above. Until the Extended Vesting Date, the Extended Restricted Shares shall besubject to all restrictions described in the RSA Agreement for unvested sharesof Restricted Stock including, without limitation, all forfeiture provisions.

# ** **

# **5.        Revocation ofParticipants Salary or Bonus Deferrals.**

 

The Participant’s Elective DeferralAgreement, if any, shall continue in effect during the Program Year while heremains a Participant unless and until he files with the Administrator awritten notice of discontinuance of his Elective Deferral Agreement and suchnotice is received and accepted by the Administrator in its discretion.  The notice of discontinuance must be filedand accepted at least thirty (30) days prior to the first day of a subsequent  month. The revocation of deferrals shall be effective on the first day of thepayroll period beginning in the designated subsequent month.  A notice of discontinuance shall beeffective only with respect to Salary and Bonus amounts (a) attributable toservices not yet performed by the Participant and (b) not earned by theParticipant before the notice of discontinuance becomes effective.  This determination shall be made by theAdministrator.  If a Participant files awritten notice of discontinuance of his Elective Deferral Agreement, he may notenter into a new Elective Deferral Agreement, and he cannot revoke such noticeof discontinuance, for the remainder of the Program Year.  Such Participant will be eligible to make anew Elective Deferral Contribution effective as of the first day of the nextProgram Year if, and only if, he is designated as a Participant for thatProgram Year pursuant to 

 

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**Section 3**.  No such designation of future participationis required to be made by the Administrator pursuant to **Section 3**.  Only a complete and total cessation ofElective Deferral Contributions shall be permitted hereunder during a ProgramYear; therefore, requested changes by a Participant during a Program Year toeither increase or reduce his Elective Deferral Contributions shall not bepermitted (unless the reduction is to zero) if such change is to be effectivebefore the first day of the next Program Year.

# ** **

# **6.        Restricted Stock Awards.**

## ** **

## **(a)           Authority of Administrator.**

 

Restricted Stock Awardsshall be determined by the Administrator and granted to Participants at suchtime or times as the Administrator may determine, in its sole discretion,pursuant to the terms and conditions of the Program.  The Administrator shall have the full and unilateral authority toconstrue and interpret the Program and make all determinations hereunder in itsdiscretion.

## ** **

## **(b)           Number of Restricted Shares Awardedto Employees.**

 

The number of shares of Restricted Stockto be awarded to an Employee who is a Participant will be determined by aformula or formulas approved by the Administrator in its discretion.  The Administrator, in its discretion, maychange the formula from time to time.  Inorder to reflect the impact of the restrictions on the value of the RestrictedStock, as well as the possibility of forfeiture of Restricted Stock, the FairMarket Value of the Common Stock (determined in the manner described below)shall be discounted at a rate of thirty-three and one-third percent (33-1/3%)in determining the number of shares of Restricted Stock to be awarded.  The Administrator may, when deemedappropriate in its sole discretion, provide for an alternative discountrate.  The dollar value of a RestrictedStock Award will be divided by the discounted Fair Market Value to determinethe number of shares of Common Stock in the Restricted Stock Award.  The value of fractional shares will be paidto the Participant in cash.  Unlessotherwise determined by the Administrator in its discretion, Restricted StockAwards shall be granted as of each Award Date based on the formula prescribedby the Administrator pursuant to the foregoing provisions of this **Section 6**,and the aggregate amount of the Participant’s Elective Deferral Contributionsthat were deferred (i) as of the Award Date with respect to the Bonus deferraland (ii) as of the quarter ending as of the Award Date with respect to theSalary deferral.

## ** **

## **(c)           Stock Certificate and Legend.**

 

Unless the Administrator determinesotherwise, a Participant shall not have any rights with respect to hisRestricted Stock Award, unless and until he has executed a RSA Agreement and has delivered a fully executedcopy thereof to the Company.  EachParticipant who is awarded Restricted Stock shall be issued a stock certificatein respect of such shares of Restricted Stock. Each certificate registered in the name of a Participant shall bear anappropriate legend referring to the terms, conditions, and restrictionsapplicable to such Restricted Stock Award, substantially in the following form:

 

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The transferability of the certificate and the shares of stockrepresented hereby are subject to the terms and conditions (includingforfeiture) of the PawnMart, Inc. 2003 Stock Incentive Plan and CapitalIncentive Program and a Restricted Stock Award Agreement entered into betweenthe registered owner and PawnMart, Inc. Copies of such Plan, Program and Agreement are on file in the offices ofPawnMart, Inc.

 

The Administrator shall require that anystock certificate issued in the name of a Participant evidencing shares ofRestricted Stock be held in the custody of the Company until the restrictionsthereon have lapsed and as a condition of such issuance of a certificate forRestricted Stock, that the Participant deliver a stock power, endorsed inblank, relating to the shares covered by such certificate.  As soon as practicable after therestrictions have lapsed with respect to shares of Restricted Stock, theCompany shall issue, and deliver to the Participant, a stock certificateregistered in the name of the Participant free of the restrictive legend setforth above.

## ** **

## **(d)           Restrictions on Stock.**

 

The shares of Restricted Stock awardedpursuant to this **Section 6**shall be subject to the following restrictions andconditions:

### ** **

### **(i)           **Subjectto the provisions of the Program and the RSA Agreement, during the RestrictedPeriod, the Participant shall not be permitted to sell, transfer, pledge orassign shares of Restricted Stock awarded under the Program.  The Administrator may, in its solediscretion, provide for the lapse of any such restrictions in installments andaccelerate or waive any such restrictions in whole or in part based on suchfactors and such circumstances as the Administrator may determine, in its solediscretion, including, but not limited to, the Participants Retirement,termination, death, Disability, or Leave of Absence.  The terms, conditions and restrictions applicable to shares ofRestricted Stock granted to an Employee in the event of the Employeestermination of Employment, death, Disability, Retirement, and/or Leave ofAbsence are set forth on **Schedule A** attached hereto and incorporatedin its entirety herein by this reference, which terms, conditions andrestrictions remain subject to amendment from time to time by the Administratorin its discretion.

### ** **

### **(ii)          **Unlessthe Administrator in its sole discretion shall determine otherwise and soprescribe in the RSA Agreement as of the grant date of any Restricted StockAward, the Participant shall have the right to direct the vote of his shares ofRestricted Stock during the Restricted Period, in accordance with **Section 6(e)**below.  During the RestrictedPeriod, the Participant shall have the right to receive any regular dividendson such shares of Restricted Stock. During the Restricted Period, the Administrator shall, in its solediscretion, determine the Participants rights with respect to extraordinarydividends or distributions on the shares of Restricted Stock.

### ** **

### **(iii)        **Sharesof Common Stock shall be delivered to the Participant in certificate formpromptly after the Vesting Date.

 

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## **(e)           Voting of Restricted Stock.**

 

Unless theAdministrator, in its sole discretion, shall determine otherwise at or prior tothe grant date of any Restricted Stock Award, during the Restricted Period theshares of Restricted Stock shall be voted by the Company’s senioradministrative officer in charge of administering the Plan, or such otherperson as the Administrator may designate (the “**Plan Administrator**”),provided that, the Plan Administrator shall vote such shares in accordance withinstructions received from Participants (unless to do so would constitute aviolation of applicable law as determined by the Plan Administrator).  Shares as to which no instructions arereceived shall be voted by the Plan Administrator in his sole discretion(unless to do so would constitute a violation of applicable law as determinedby the Plan Administrator).

## ** **

## **(f)            Post-Termination Forfeiture forCause.**

 

In any instance where the vesting of aRestricted Stock Award extends past the termination date of a ParticipantsEmployment, either pursuant to the terms of the Program or by action of theAdministrator, the non-vested portion of the Restricted Stock Award shall beforfeited if, in the determination of the Administrator, at any time withinsuch remaining Restricted Period,  theParticipant engages in any of the conduct described in the definition of Causeunder the Plan.

# ** **

# **7.        Amendment and Termination.**

 

The Program may be amended or terminatedat any time and from time to time by the Administrator; *provided, however*, noamendment shall be permitted to the extent it conflicts with the Plan as may bedetermined by the Board; *provided, further*, the Program and Planshall be construed as mutually consistent to the maximum possible extent.

# ** **

# **8.        General Provisions**.

## ** **

## **(a)           No Limitation on other CompensationPlans or Employment**.

 

Nothing contained in the Program shallprevent the Adopting Employer from adopting other or additional compensationarrangements, subject to stockholder approval if such approval is required; andsuch arrangements may be either generally applicable or applicable only inspecific cases.  The adoption of theProgram shall not confer upon any Employee any right to continued Employment,nor shall it interfere in any way with the right of an Adopting Employer toterminate the Employment of such person at any time.

## ** **

## **(b)           Indemnification**.

 

No member of the Boardor the Administrator, nor any officer or employee of an Adopting Employeracting on behalf of the Board or the Administrator, shall be personally liablefor any action, determination, or interpretation taken or made 

 

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in good faith withrespect to the Program, and all members of the Board and the Administrator andeach and any officer or employee of an Adopting Employer acting on their behalfshall, to the extent permitted by law, be fully indemnified and protected by theCompany in respect of any such action, determination or interpretation.

## ** **

## **(c)           Assignment**.

 

A Participant’s rights and interest underthe Program may not be assigned or transferred in whole or in part eitherdirectly or by operation of law or otherwise (except in the event of aParticipant’s death or as provided in **Section 6(d)**) including, withoutlimitation, execution, levy, garnishment, attachment, pledge, bankruptcy or inany other manner, and no such right or interest of any Participant shall besubject to any obligation or liability of such Participant.  Upon the death of a Participant, theParticipant’s estate shall succeed to the rights of the Participant withrespect to any Restricted Stock Awards previously granted to such Participant.

## ** **

## **(d)           Tax Withholding**.

 

The Company and its Subsidiaries shallhave the right to deduct from any payment made under the Program any federal,state or local income or other taxes which are required by law to be withheldwith respect to such payment.  It shallbe a condition to the obligation of the Company to issue Common Stock upon thelapse of the Restricted Period that the Participant (or his beneficiary in theevent of death) pay to the Company, upon its demand, such amount as requestedby the Company for the purpose of satisfying any liability to withhold anytaxes.  If the amount requested is notpaid, the Company may refuse to issue Shares. Unless the Administrator shall in its sole discretion determineotherwise, payment for taxes required to be withheld may be made in whole or inpart, in accordance with rules adopted by the Administrator from time to time,(i) in cash, in United States dollars, (ii) by having the Company sell orwithhold Shares of Common Stock otherwise issuable pursuant to the Programhaving a Fair Market Value equal to such tax liability, or (iii) by tenderingto the Company shares of Common Stock owned by the Participant (or hisbeneficiary in the event of his death), including Common Stock owned jointlywith the Participants spouse (with spousal consent), and acquired at least six(6) months prior to such tender (excluding shares of Restricted Stock awardedhereunder or under any other restricted stock program of the Company) andhaving a Fair Market Value equal to such tax liability.

## ** **

## **(e)           Severability**.

 

If any term or provision of this Programor the application thereof to any person or circumstances shall, to any extent,be invalid or unenforceable, then the remainder of the Program, or theapplication of such term or provision to persons or circumstances other thanthose as to which it is held invalid or unenforceable, shall not be affectedthereby, and each term and provision hereof shall be valid and be enforced tothe fullest extent permitted by applicable law.

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## **(f)            Applicability of Plan**.

 

The terms and provisionsof the Plan shall be applicable to the Program, except to the extent expresslyset forth under this Program and which do not conflict with the Plan; *provided,however*, the definitions in **Schedule A** shall control in the event ofany discrepancy with the terms of the Plan. The Plan, Program and RSA Agreement shall be construed as mutuallyconsistent to the maximum possible extent. In addition, for purposes of the Plan, this Program, together with therelated RSA Agreement, shall constitute the Incentive Agreement.

 

IN WITNESS WHEREOF, this Program is hereby approvedand executed by each member of the Administrator on this 16th day of December,2002, to be effective as of January 1, 2003.

 

 
|   |   |   |   |   | /s/ Jeffrey A.  Cummer   |
|--------|--------|--------|--------|--------|--------------------------|
|   |   |   |   |   | Jeffrey A. Cummer        |
|   |   |   |   |   |                     |
|   |   |   |   |   |                     |
|   |   |   |   |   | /s/ Dwayne A.  Moyers    |
|   |   |   |   |   | Dwayne A. Moyers         |
|   |   |   |   |   |                     |
|   |   |   |   |   |                     |
|   |   |   |   |   | /s/ James R.  Richards   |
|   |   |   |   |   | James R. Richards        |
|   |   |   |   |   |                     |
|   |   |   |   |   |                     |
|   |   |   |   |   | /s/ Robert W.  Schleizer |
|   |   |   |   |   | Robert W. Schleizer      |
|   |   |   |   |   |                     |
|   |   |   |   |   |                     |
|   |   |   |   |   | /s/ John R.  Boudreau    |
|   |   |   |   |   | John R. Boudreau         |
|   |   |   |   |   |                     |
|   |   |   |   |   |                     |
|   |   |   |   |   | /s/ Carroll  Dawson      |
|   |   |   |   |   | Carroll Dawson           |
|   |   |   |   |   |                     |
|   |   |   |   |   |                     |
|   |   |   |   |   | /s/ Donnelly  McMillen   |
|   |   |   |   |   | Donnelly McMillen        |

** **

12

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**SCHEDULE A**

**to the**

**PAWNMART, INC.**

**CAPITAL INCENTIVE PROGRAM**

** **

In the event of aParticipants termination of Employment, death, Disability, Retirement, EarlyRetirement, and/or Leave of Absence, the following terms, conditions andrestrictions shall apply to all Restricted Stock Awards granted to allEmployees who are Participants under the Program, except as may be expresslyprovided otherwise in the Participants RSA Agreement in the sole discretion ofthe Administrator.  Capitalized termsused, but not otherwise defined below or in **Section 2** of theProgram, shall have the meanings set forth in the Plan.

 

#### **1.             Definitions**.  For purposes of the Program and thisSchedule A, the following terms shall have the following meanings:

##### ** **

##### **(a)           Early Retirement** shall mean no longerbeing occupied within ones business or profession, and terminating activeEmployment after attaining at least age fifty-five (55) and having completed atleast five (5) years of service in Employment with the Company and itsSubsidiaries.

##### ** **

##### **(b)           Leave of Absence** shall mean a temporarycessation from active Employment, as authorized in each individual case by theAdopting Employer, in connection with military leave, personal leave or familyand medical leave, but such term shall not include such a cessation resultingfrom or in connection with a Disability.

##### ** **

##### **(c)           Retirement** shall mean no longerbeing occupied in ones business or profession and terminating Employment afterattaining a number of years of service in Employment with the Company and itsSubsidiaries which number, when added together with the Employees age, shallnot be less than seventy-five (75).

#### ** **

#### **2.             Termination of Employment**.  The following provisions supplement andremain subject to the Program:

##### ** **

##### **(a)           Voluntary Termination**.  In the event of a voluntary termination ofEmployment, other than pursuant to Retirement, all Shares of Restricted Stockshall be forfeited to the extent not vested on the termination date.

##### ** **

##### **(b)           Involuntary Termination for Cause**.  In the event of an involuntary terminationof Employment for Cause, all Shares of Restricted Stock shall be forfeited tothe extent not vested on the termination date.

##### ** **

##### **(c)           Involuntary Termination other than for Cause**.  If a Participant is involuntarily terminatedfrom Employment other than for Cause, such Participant shall receive in returnthe number of shares of unvested Restricted Stock such that the total number ofShares of Restricted Stock received by the Participant with respect to thecorresponding Restricted Stock Award (included previously vested

#####  

13

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##### shares) shall equal thesum of (i) sixty-six and two-third percent (66-2/3%) of the total number Sharesof Restricted Stock represented by the Restricted Stock Award and (ii) apro-rata portion of the remaining thirty-three and one-third percent (33-1/3%)of the total number of Shares of Restricted Stock represented by the RestrictedStock Award.  For purposes of thisparagraph, a pro-rata portion shall mean a fraction, the numeration of which isthe total number of full calendar months of Participants Employment during thethree-year Restricted Period related to a given Restricted Stock Award and thedenominor of which is 36.  No fractionalshares of Restricted Stock shall be issuable under this paragraph, but ratherthe value of such fractional shares shall be paid to the Participant in cash.

##### ** **

##### **(d)           Death**.  Upon the death of a Participant, theRestricted Period shall immediately lapse and such Shares of Restricted Stockshall become fully vested.

##### ** **

##### **(e)           Disability**.  In the event of a Participants Disabilityprior to the termination of Employment, the Restricted Period shall continue asscheduled in the RSA Agreement provided (i) the Participant continues to meetthe definition of Disability and has not voluntarily terminated his Employmentor (ii) the Disability is discontinued and the Participant resumes activeEmployment upon the earlier to occur of (A) the end of the Disability period or(B) twelve (12) months after the onset of the Disability.  If the Disability continues for more than 12months and the Participant remains in Employment during that 12-month period(except for an involuntary termination due to such Disability), then theRestricted Period shall lapse on the 12-month anniversary of the onset of the Disability on which date theRestricted Stock shall be fully vested. In the event that the Participants Employment is involuntarilyterminated due to Disability, as determined by the Administrator in itsdiscretion, the Restricted Stock shall be fully vested on his termination date.

##### ** **

##### **(f)            Retirement**.  A Participant who meets the conditions forRetirement shall become fully vested in his Shares of Restricted Stock uponlapse of the Restricted Period, i.e., the vesting schedule applicable to suchShares shall continue to apply as if the Participant was still in activeEmployment.

##### ** **

##### **(g)           Early Retirement**.  A Participant who meets the conditions forEarly Retirement shall become fully vested, as of his termination date, intwo-thirds (2/3) of his Shares of Restricted Stock, if any, that were notvested as of such termination date, and the remaining one-third (1/3) of suchnon-vested Shares shall be forfeited as of such date.

##### ** **

##### **(h)           Leave of Absence**.  In the event a Participant takes anauthorized Leave of Absence, the Restricted Period will be extended for aperiod equal to the length of the Leave of Absence provided the Participantresumes active Employment within twelve (12) months of the commencement date ofthe Leave of Absence, and remains in active Employment for a period equal to(i) three (3) months or (ii) the length of the Leave of Absence, whichever isshorter.  If the Participant remains onthe Leave of Absence for more than 12 months, all non-vested Shares ofRestricted Stock as of the date he began the Leave of Absence shall beforfeited.

#####  

14

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