RESTRICTED STOCK AGREEMENT
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This RESTRICTED STOCK AGREEMENT ("Agreement") is made effective this 12th
day of January, 2001, by and between UNIVERSAL MONEY CENTERS, INC., a Missouri
corporation (the "Company"), and DAVID S. BONSAL (the "Employee");
WITNESSETH:
WHEREAS, the Company has determined that the interests of the Company and
its shareholders will be promoted by providing certain key management employees
of the Company with equity ownership opportunities based upon the continuing
employment of such employees;
WHEREAS, Employee is a key management employee of the Company;
WHEREAS, Employee has provided valuable services to the Company, and the
Board of Directors has determined that the value of such services less the
compensation paid or to be paid to Employee for such services exceeds the
aggregate par value of the Common Stock of the Company to be issued pursuant to
this Agreement; and
WHEREAS, the Board of Directors of the Company has approved the issuance
of shares of Common Stock to Employee under the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and the covenants herein
contained, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. Grant of Award. The Company hereby grants to the Employee an award of
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50,000 shares of Common Stock, $.01 par value per share, of the Company (the
"Restricted Shares"), subject to the restrictions, terms and conditions set
forth herein.
2. Restrictions. Except as otherwise provided herein, the Restricted
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Shares shall be subject to forfeiture and may not be sold, transferred, pledged,
assigned, encumbered or otherwise alienated or hypothecated by the Employee
unless and until the Employee remains in the employ of the Company until the
date or dates of release as provided herein (the "Release Dates").
3. Escrow. Certificates for the Restricted Shares shall be issued as soon
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as practicable in the name of the Employee and shall be deposited with and held
in escrow by the Company as escrow agent. Upon issuance of such certificates,
(a) the Company shall give the Employee a receipt for the Restricted Shares held
in escrow which will state that the Company holds such Restricted Shares in
escrow for the account of the Employee, subject to the restrictions, terms and
conditions of this Agreement, and (b) the Employee shall give the Company stock
powers or other appropriate instrument of transfer for such Restricted Shares,
duly endorsed in blank, which will be held in escrow for use in the event such
Restricted Shares are forfeited in whole or in part. Unless theretofore
forfeited as provided herein, Restricted
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Shares shall cease to be held in escrow and certificates for such shares
shall be delivered to the Employee on the Release Dates as provided herein.
4. Release Dates. 12,500 Restricted Shares shall be released from escrow
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on March 31, 2001 if Employee remains employed by the Company on such date,
12,500 Restricted Shares shall be released from escrow on June 30, 2001 if
Employee remains employed by the Company on such date, 12,500 Restricted Shares
shall be released from escrow on September 30, 2001 if Employee remains employed
by the Company on such date, and 12,500 Restricted Shares shall be released from
escrow on December 31, 2001 if Employee remains employed by the Company on such
date. Each such date is referred to herein individually as a "Release Date" and
collectively as the Release Date.
5. Termination of Employment.
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(a) If the Employee ceases to be an employee of the Company prior to
any Release Date other than by reason of death or disability or termination by
the Company without Cause (as hereinafter defined), all Restricted Shares then
held in escrow shall be forfeited and returned to the Company on the date on
which such termination of employment occurs.
(b) If the Employee ceases to be an employee of the Company prior to
any Release Date by reason of death or disability or termination by the Company
without Cause (as hereinafter defined), the Restricted Shares then held in
escrow shall be released from escrow and certificates representing the Shares
released shall be delivered to the Employee and shall thereafter be subject to
the provisions of Section 12 of this Agreement.
(c) As used herein, the term "disability" means a condition that, in
the judgment of the Board of Directors in its sole and exclusive discretion, has
rendered the Employee completely and presumably permanently unable to perform
the duties of Employee's regular occupation.
(d) As used herein, termination for "Cause" means (1) conviction of
Employee for having committed a felony, (2) acts of dishonesty or moral
turpitude by Employee which are materially detrimental and adverse to the
Company, (3) material breach of Employee's duty of loyalty or other fiduciary
duties to the Company, (4) material failure by Employee to obey the lawful
orders of the Board of Directors or (5) gross negligence or intentional
misconduct by Employee in the performance of Employee's obligations hereunder.
6. Dividends and Other Distributions.
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(a) While the Restricted Shares are subject to the restrictions of
Section 2 and prior to any forfeiture thereof, any shares, securities or
property, other than cash dividends, received by the Employee with respect to
the Restricted Shares (or with respect to other securities held in escrow
pursuant to this Section) shall be subject to the same restrictions, terms and
conditions as are imposed upon the Restricted Shares under Section 2 and shall
be deposited immediately in escrow with the Company by the Employee, with stock
powers or other appropriate instruments of transfer endorsed in blank. While the
Restricted Shares are subject to
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<PAGE>
the restrictions of Section 2 and prior to any forfeiture thereof, any cash
dividends payable with respect to the Restricted Shares (or with respect to
other securities held in escrow pursuant to this Section) (i) shall be
deposited immediately in escrow with the Company by the Employee, (ii) shall
earn interest from the date of deposit into escrow at a rate per annum equal
to the Applicable Federal Short-Term Rate (as hereinafter defined) and (iii)
shall be subject to the same terms, conditions and restrictions as are
imposed upon the Restricted Shares under Section 2. The Applicable Federal
Short-Term Rate shall mean the rate per annum equal to the then applicable
Federal rate for short-term obligations compounding monthly, as determined by
the United States Secretary of the Treasury.
(b) Subject to the provisions of this Agreement, the Employee shall
have with respect to the Restricted Shares all other rights of holders of Shares
of the Company.
7. Powers of Company Not Affected. The existence of the Restricted Shares
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shall not affect in any way the rights or powers of the Company or its directors
or shareholders to make or authorize any combination, subdivision or
reclassification of shares of Common Stock of the Company or any reorganization,
merger, consolidation, arrangement, business combination, exchange of shares of
Common Stock of the Company, or other change in the Company's capital structure
or its business, or any issue of bonds, debentures or shares having rights or
preferences equal, superior or affecting the Restricted Shares or the rights
thereof, or any dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise. Nothing in this
Agreement shall confer upon the Employee any right to continue in the employment
of the Company, or interfere with or limit in any way the right of the Company
to terminate the Employee's employment at any time.
8. Tax Offset Bonus.
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(a) Within thirty (30) days after receipt from the Employee of
written notice of the Income Recognition Date (as defined below), the Company
will pay to Employee in United States currency an amount equal to the Tax Amount
(as defined below). The Income Recognition Date shall be the date on which
Employee first recognizes income for the actual or constructive receipt of
Restricted Shares under the income tax laws of the United States or any state.
The Tax Amount shall equal the amount of income or other taxes incurred by
Employee by reason of the award of the Restricted Shares or as a result of the
termination of the restrictions on such Restricted Shares (including any
additional income recognized by Employee by reason of the Company's payment of
the Tax Amount), taking into account any deduction or credit in one jurisdiction
for payment of applicable taxes in another jurisdiction, such Tax Amount in no
event to exceed forty percent (40%) of the income recognized by the Employee.
The Tax Amount shall not include any income or other taxes incurred by Employee
by reason of any transfer of shares of Common Stock of the Company by Employee.
Payment of the Tax Amount by the Company shall be subject to the condition
precedent that Employee provide such information, documentation or certification
as the Company may reasonably request with respect to the Tax Amount. The Income
Recognition Date may occur as a result of an election by Employee to recognize
income under the applicable income tax laws of a particular jurisdiction.
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<PAGE>
(b) The Company will pay or satisfy any withholding tax obligation of
the Company incurred by reason of the award of the Restricted Shares or as a
result of the termination of the restrictions on such Restricted Shares
hereunder. The amount paid by the Company under this subsection (b) shall be
credited against the Tax Amount and if such amount credited exceeds the Tax
Amount, Employee will promptly pay to the Company the amount of such excess.
9. Transfer of Employee's Rights. Except as expressly provided herein, the
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rights of the Employee under this Agreement may not be transferred or assigned
by the Employee other than by will or the laws of descent and distribution and
may be exercised during the lifetime of the Employee only by the Employee.
10. Interpretation by Board of Directors. The Employee agrees that any
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dispute or disagreement which may arise in connection with this Agreement shall
be resolved by the Board of Directors and that any interpretation by the Board
of Directors of the terms of this Agreement and any determination made by the
Board of Directors under this Agreement may be made in the sole discretion of
the Board of Directors and shall be final, binding, and conclusive. Any such
determination need not be uniform and may be made differently among employees
awarded Restricted Shares.
11. Release of Claims. In consideration of the execution and delivery of
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this Agreement by the Company, Employee hereby releases the Company from any
claim, damages, actions, litigation, penalties, costs arising out of or
resulting from any promise or agreement or alleged promise or agreement of the
Company to pay or provide any compensation or make any other payment or delivery
to the Employee prior to the date hereof, including without limitation any
promise or agreement or alleged promise or agreement of the Company to issue or
deliver any shares of capital stock of the Company to Employee, except for the
agreements of the Company contained in this Agreement.
12. Securities Representations of Employee. Employee acknowledges that the
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Restricted Shares have not been registered under the 1933 Act or any other
applicable law and are being issued in a transaction intended to be exempt from
the registration requirements of the 1933 Act and any other applicable law.
Employee represents and warrants that: (i) Employee has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of the prospective investment, (ii) Employee has been allowed
free and full access to the properties, assets and records of the Company in
order to make such investigation as Employee shall have desired of the affairs
of the Company and the value of the Restricted Shares and (iii) Employee is
acquiring the Shares for Employee's own account and for the purpose of
investment and not with a view to the sale or distribution thereof. Employee
acknowledges that the Restricted Shares released from escrow must be held
indefinitely unless a subsequent disposition thereof is registered under
applicable law or is exempt from registration. Employee agrees that Employee
will not sell or otherwise dispose of the Restricted Shares released from escrow
in the absence of an effective registration statement under applicable law or an
exemption from such registration requirements. Employee acknowledges that by
making payment for, or taking delivery of, any Restricted Shares pursuant to
this Agreement, Employee
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<PAGE>
shall be deemed to have reaffirmed each representation, warranty,
acknowledgement and covenant contained in this Section.
13. Stock Certificate Legend. Upon the initial issuance and upon the
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subsequent transfer of ownership of Restricted Shares to Employee on the
transfer records of the Company, certificates representing ownership of the
Restricted Shares released from escrow shall have imprinted on them the
following conspicuous legend:
The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, or the laws of any
state, and cannot be resold unless they are so registered or unless
an exemption from registration is available.
14. Notices. All notices required or permitted to be given hereunder shall
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be in writing and shall be deemed to have been duly given if (i) delivered
personally, (ii) sent by express mail service that provides for confirmation of
delivery, telecopy, telefax, or other electronic transmission to the extent
receipt is confirmed, or (iii) sent by mail first class, postage prepaid,
registered or certified mail and, if applicable, air mail. Notice if delivered
personally shall be deemed to have been given on the date of delivery. Notice if
sent by express mail service or by telecopy, telefax or other electronic
transmission shall be deemed to have been given as of the date provided in the
confirmation of delivery or transmission. Notice if mailed as provided above
shall be deemed to have been given five days after the date such notice is
deposited in the mail. Notice to Employee under (ii) or (iii) above shall be
deemed to have been given as provided above if sent to the address of Employee
listed in the Company's records, except that Employee may upon written notice to
the Company change the address to which any such notice may be sent. In the case
of notice to the Company, notice shall be provided to any senior officer or
director of the Company, except that Employee may not provide such notice to
himself.
15. Binding Agreement. This Agreement shall be binding upon and inure
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to the benefit of the respective heirs, executors, administrators,
distributees and successors of the parties hereto, except as otherwise
specifically provided herein.
16. Complete Agreement; Amendment. This Agreement contains the entire
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understanding and the full and complete agreement of the parties with respect to
the subject matter hereof and supersedes any prior understandings, agreements or
representations by or between the parties, written or oral, relating to the
subject matter hereof. This Agreement may not be modified or amended except by a
written agreement signed by the parties.
17. Action by the Company. Any action taken by the Company pursuant to
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this Agreement, including but not limited to the waiver or exercise of any
option granted herein, shall be binding on the Company only if such action is
expressly approved or authorized by the Board of Directors.
18. Severability. The invalidity or unenforceability of any particular
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provision of this Agreement shall not affect the other provisions of this
Agreement, and the Agreement shall be construed in all respects as if such
invalid or unenforceable provision was omitted.
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19. Choice of Law. This Agreement shall be construed and its
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provisions enforced and administered in accordance with the laws of the State
of Missouri.
20. Headings. Headings included in this Agreement are for convenience
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only and are not intended to limit or expand the rights of the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
UNIVERSAL MONEY CENTERS, INC.
By:
/s/ David S. Bonsal
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Name: David S. Bonsal
Title: CEO
/s/ David S. Bonsal
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David S. Bonsal
