exv10w23






EXHIBIT 10.23




RENT-A-CENTER, INC.

DIRECTOR STOCK UNIT AWARD AGREEMENT



          STOCK UNIT AWARD AGREEMENT made as of the ______ day of _________________, 201__, between
Rent-A-Center, Inc. (the “Company”) and ____________________ (the “Director”).


          1. Stock Unit Award. In accordance with and subject to the Rent-A-Center, Inc. 2006
Long-Term Incentive Plan (the “Plan”) and this Agreement, the Company hereby grants to the Director
a deferred stock award under the Plan, consisting of the right to receive _________ shares of the
Company’s common stock (“Shares”).


          2. Vesting and Issuance of Shares. This award is fully vested and nonforfeitable from
inception. The Director will be entitled to receive the Shares covered by this award upon the
termination of the Director’s service as a member of the Company’s Board of Directors (the
“Board”).


          3. Restrictions on Transfer. The Director’s right to receive Shares under this
Agreement may not be sold, assigned, transferred, alienated, commuted, anticipated, or otherwise
disposed of (except by will or the laws of descent and distribution), or pledged or hypothecated as
collateral for a loan or as security for the performance of any obligation, or be otherwise
encumbered, and may not become subject to attachment, garnishment, execution or other legal or
equitable process, and any attempt to do so shall be null and void.


          4. Compliance with Law. The Company will not be obligated to issue or deliver Shares
pursuant to this award unless the issuance and delivery of such Shares complies with applicable
law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, and the requirements of any stock exchange or market upon which the
Company’s common stock may then be listed.


          5. Transfer Orders; Legends. All certificates for Shares delivered under this
Agreement shall be subject to such stock-transfer orders and other restrictions as the Company may
deem advisable under the rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange or market upon which the Common Stock may then be listed, and any
applicable federal or state securities law. The Company may cause a legend or legends to be placed
on any such certificates to make appropriate reference to such restrictions.


          6. Provisions of the Plan. The provisions of the Plan, the terms of which are hereby
incorporated by reference, shall govern if and to the extent that there are inconsistencies between
those provisions and the provisions hereof. The Director acknowledges receipt of a copy of the Plan
prior to the execution of this Agreement.


          7. Dividend Equivalent Payments. Dividend equivalent payments shall be payable with
respect to the Shares covered by this Agreement if, as and when any cash dividend is declared by
the Board with respect to the Company’s common stock.



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          8. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas, without regard to its principles of conflict of laws.


          9. Miscellaneous. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the same instrument.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and may not be modified other than by
written instrument executed by the parties.


          IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.



	 	 	 	 	 
	 	



RENT-A-CENTER, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	
 	 
	 	Director 	 
	 	 	 	 



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