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Exhibit 4.1
Composite Ace Cash Express, Inc. 1997 Stock Option Plan
(as amended through September 23, 1999).
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COMPOSITE
ACE CASH EXPRESS, INC.
1997 STOCK OPTION PLAN
(AS AMENDED THROUGH SEPTEMBER 23, 1999)
On August 4, 1997, the Board of Directors of Ace Cash Express, Inc. adopted
the following 1997 Stock Option Plan:
1. PURPOSE. The purpose of the Plan is to provide key employees with a
proprietary interest in the Company through the granting of options which will
(a) increase the interest of the key employees in the Company's
and its Subsidiaries' welfare;
(b) furnish an incentive to the key employees to continue their
services for the Company and its Subsidiaries; and
(c) provide a means through which the Company and its Subsidiaries
may attract able persons to enter its employ.
2. ADMINISTRATION. The Plan will be administered by the Committee.
3. PARTICIPANTS. The Committee shall, from time to time, select the
particular key employees of the Company and its Subsidiaries to whom
options are to be granted and who will, upon such grant, become
participants in the Plan. For purposes of the Plan, "key employees" are
those officers and employees whose performance and responsibilities are
determined by the Committee to be influential to the success of the Company
and its Subsidiaries.
4. STOCK OWNERSHIP LIMITATION. No Incentive Option may be
granted to a key employee who owns more than 10% of the voting power of all
classes of capital stock of the Company or its Parent or
Subsidiaries; except that this limitation will not apply if the option price
is at least 110% of the fair market value of the Common Stock at the time
the Incentive Option is granted and the Incentive Option is not exercisable
more than five years from the date it is granted.
5. SHARES SUBJECT TO PLAN. The Board may not grant options under the Plan
for more than 1,215,000 shares of Common Stock of the Company,
including (without limitation) to any key employee, but this number may be
adjusted to reflect, if deemed appropriate by the Committee, any stock
dividend, stock split, share combination, recapitalization, or the like of
or by the Company. Shares to be optioned and sold may be made available from
either authorized but unissued Common Stock or Common Stock held by the
Company in its treasury. Shares that by reason of the expiration of an
option or otherwise are no longer subject to purchase pursuant to an option
granted under the Plan may be re-offered under the Plan.
6. LIMITATION ON AMOUNT. The aggregate fair market value (determined at the
time of grant) of the shares of Common Stock which any key employee is
first eligible to purchase in any calendar year by exercise of Incentive
Options granted under the Plan and all incentive stock option plans of the
Company or its Parent or Subsidiaries shall not exceed $100,000. For this
purpose, the fair market value (determined at the date of grant of each
option)of the Common Stock purchasable by exercise of an Incentive Option (or
an installment thereof) shall be counted against the $100,000 annual
limitation for a key employee only for the calendar year such Common Stock is
first purchasable under the terms of the option.
7. ALLOTMENT OF SHARES. The Committee shall determine the number of shares
of Common Stock to be offered from time to time by grant of options to key
employees of the Company or its Subsidiaries. The grant of an option to a key
employee shall not be deemed to entitle the employee to, or to disqualify the
employee from, participation in any other grant of options under the Plan.
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8. GRANT OF OPTIONS. All options under the Plan shall be granted by the
Committee, which is authorized to grant Incentive Options and Nonqualified
Options under the Plan. Each grant of options shall be evidenced by a stock
option agreement containing such terms and provisions as are approved by the
Committee, but not inconsistent with the Plan, including (without limitation)
provisions that may be necessary to assure that any option that is intended to
be an Incentive Option will comply with Section 422 of the Internal Revenue
Code. The Company shall execute stock option agreements upon instructions from
the Committee. The Plan shall be submitted to the Company's shareholders for
approval. The Committee may grant options under the Plan prior to the time of
shareholder approval, and those options will be effective when granted, but if
for any reason the shareholders of the Company do not approve the Plan prior
to one year from the date of adoption of the Plan by the Board, all options
granted under the Plan will be terminated and of no effect. No option may be
exercised in whole or in part prior to such shareholder approval. A stock
option agreement may provide that the participant may request approval from
the Committee to exercise an option or a portion thereof by tendering shares
of Common Stock, at the fair market value per share on the date of exercise,
in lieu of cash payment of the exercise price.
9. OPTION PRICE. The option price of an Incentive Option shall not be less
than 100% of the fair market value per share of the Common Stock (or 110% of
such value if required by Section 4) on the date the Incentive Option is
granted. The Committee shall determine the fair market value of the Common
Stock on the date of grant of the Incentive Option, using any reasonable
valuation method, and shall set forth the determination in the resolutions it
adopts or in minutes.
10. OPTION PERIOD. The Option Period will begin on the date the option is
granted, which will be the date the Committee authorizes the option unless the
Committee specifies another date (which can only be a later date if the option
is an Incentive Option). No option may terminate later than ten years from the
date the option is granted. The Committee may provide for the exercise of
options in installments and upon such terms, conditions, and restrictions as
it may determine. The Committee may provide for termination of the option in
the case of termination of employment or for any other reason.
11. RIGHTS IN EVENT OF DEATH OR DISABILITY. If a participant dies or becomes
disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code)
prior to expiration of his or her right to exercise an option in accordance
with the provisions of the applicable stock option agreement without having
totally exercised the option, the option may be exercised, to the extent of
the shares with respect to which the option could have been exercised by the
participant on the date of his or her death or disability (or to such other
extent provided in the stock option agreement), (a) in the case of death, by
the participant's estate or by the person who acquired the right to exercise
the option by bequest or inheritance or by reason of the death of the
participant, or (b) in the case of disability, by the participant or his or
her personal representative, provided the option is exercised prior to the
date of its expiration or not more than 180 days after the date of termination
of the participant's employment because of his or her death or disability (or
such other date as may be provided in the stock option agreement), whichever
first occurs. The date of disability of a participant shall be determined by
the Committee.
12. PAYMENT. Full payment for shares purchased upon exercising an option
shall be made at the time of exercise in cash or by check, or if the stock
option agreement so permits, by tendering shares of Common Stock at the fair
market value per share at that time, or on such other terms as are set forth
in the applicable stock option agreement. No shares may be issued until full
payment of the purchase price therefor has been made, and a participant will
have none of the rights of a shareholder of the Company regarding those shares
until those shares are issued to him. In addition, the participant shall
tender payment of such amount as may be requested by the Company, if any, for
the purpose of satisfying its liability to withhold federal, state, or local
income or other taxes incurred by reason of the exercise of an option.
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13. EXERCISE OF OPTION. Options granted under the Plan may be exercised
during the Option Period at such times, in such amounts, in accordance with
such terms, and subject to such restrictions as are set forth in the
applicable stock option agreements. A stock option agreement may provide for
acceleration of exercise upon termination of employment for any reason. In no
event may an option be exercised or shares be issued pursuant to the exercise
of an option if any requisite action, approval, or consent of any governmental
authority of any kind having jurisdiction over the exercise of options shall
not have been taken or secured.
14. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The number of shares of Common
Stock covered by each outstanding option granted under the Plan and the option
or purchase price may be adjusted to reflect, as deemed appropriate by the
Committee, any stock dividend, stock split, share combination, exchange of
shares, sale of all or substantially all outstanding capital stock,
recapitalization, merger, consolidation, separation, reorganization, sale of
all or substantially all assets, liquidation, or the like of or by the
Company.
In the event of a merger, consolidation, share exchange, sale of all or
substantially all outstanding capital stock, reorganization, sale of all or
substantially all assets, liquidation, recapitalization, separation, or the
like of or by the Company, the Company (acting by or through the Board or the
Committee) may make such arrangements as it deems advisable with respect to
outstanding options granted under the Plan, and those arrangements shall be
binding upon each participant who holds an outstanding option granted under
the Plan, including (without limitation) arrangements for the substitution of
new options for any options then outstanding (by conversion or otherwise), the
assumption of any such outstanding options, or the payment for any such
outstanding options. Any such arrangements relating to an Incentive Option
shall comply with the requirements of Section 422 of the Internal Revenue Code
and the regulations thereunder. If (a) the Company becomes a party to an
agreement providing for the merger, consolidation, or share exchange of or by
the Company, any other sale of all or substantially all of the outstanding
Common Stock, or any sale of all or substantially all of the assets of the
Company (any such transaction, a "Transaction") and the agreement provides
that the holders of the outstanding shares of Common Stock will receive cash,
securities, or other property directly or indirectly from one or more persons
or entities other than the Company or any of its Subsidiaries (collectively,
if more than one, the "Purchaser") upon the effectiveness of the Transaction,
and (b) the Company does not make arrangements for the substitution of new
options from the Purchaser for any options then outstanding (by conversion or
otherwise), the assumption of such options by the Purchaser, or the payment
for such options, then the Plan shall terminate and any options outstanding
under the Plan shall terminate upon the effectiveness of such Transaction;
provided, however, that all outstanding options granted under the Plan
(whether or not theretofore vested or exercisable) shall become immediately
exercisable during the ten days immediately preceding the effective date of
such Transaction as well as on the effective date of the Transaction until it
is effective. If the options will so terminate upon the effectiveness of a
Transaction, the Company shall give each holder of an option at least ten
days' notice of the opportunity to exercise his or her options before such
termination. The Company shall, prior to the effectiveness of the Transaction,
issue all Common Stock purchased by exercise of outstanding options, and such
Common Stock shall be treated as issued and outstanding for purposes of the
Transaction.
15. NON-ASSIGNABILITY. Incentive Options and, unless specified in the
applicable stock option agreement, Nonqualified Options may not be transferred
other than by will or by the laws of descent and distribution. Except to the
extent provided in Section 11, during a participant's lifetime, Incentive
Options and, unless specified in the applicable stock option agreement,
Nonqualified Options granted to a participant may be exercised only by the
participant.
16. INTERPRETATION AND LIABILITY. The Committee shall interpret the Plan and
shall prescribe such rules and regulations in connection with the operation of
the Plan as it determines to be advisable for the administration of the Plan.
The Committee may rescind and amend its rules and regulations. Neither the
Committee nor any member thereof shall be liable for any action, omission,
interpretation, construction, or determination made in connection with the
Plan in good faith, and the members of the Committee shall be entitled to
indemnification and reimbursement by the Company in respect of any claim,
loss, damage, or expense (including, without limitation, attorneys' fees)
arising therefrom to the full extent permitted by law and the Articles of
Incorporation and the Bylaws of the Company. 17. AMENDMENT OR DISCONTINUANCE.
The Plan may be amended or discontinued by the Board or the Committee without
the approval of the shareholders of the Company, except that any amendment
that would (a) materially increase the number of securities that may be issued
under the Plan or (b) materially modify the requirements of eligibility for
participation in the Plan must be approved by the shareholders of the Company.
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18. EFFECT OF PLAN. Neither the adoption of the Plan nor any action of the
Board or the Committee shall be deemed to give any key employee any right to
be granted an option to purchase Common Stock or any other rights except as
may be evidenced by a stock option agreement, or any amendment thereto, duly
authorized by the Committee and executed on behalf of the Company, and then
only to the extent and on the terms and conditions expressly set forth
therein. The existence of the Plan and the options granted hereunder shall not
affect in any way the right or power of the Board or the shareholders of the
Company to make or authorize any adjustment, recapitalization, reorganization,
or other change in the Company's capital structure or its business, any merger
or consolidation of the Company, any issue of bonds, debentures, or shares of
preferred stock ahead of or affecting the Common Stock or the rights of the
holders thereof, the 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. Nothing in this Plan shall be construed as conferring upon
any participant the right to continue as an employee, officer, or director of
the Company.
19. TERM. Unless sooner terminated by action of the Board, this Plan will
terminate on August 4, 2007. The Committee may not grant options under the
Plan after that date, but options granted before that date will continue to be
effective in accordance with their terms.
20. APPLICABLE LAW. This Plan shall be construed and enforced in accordance
with, and governed by, the laws of the State of Texas.
21. DEFINITIONS. For the purpose of this Plan, unless the context requires
otherwise, the following terms shall have the meanings indicated:
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the committee of the Board appointed to
administer the Plan, or in the absence of such a committee, the
entire Board.
(c) "Common Stock" means the Common Stock which the Company is
currently authorized to issue or may in the future be
authorized to issue (as long as the common stock varies from
that currently authorized, if at all, only in amount of par
value).
(d) "Company" means Ace Cash Express, Inc., a Texas corporation.
(e) "Incentive Option" means an option granted under the Plan which
meets the requirements of Section 422 of the Internal Revenue
Code.
(f) "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended, and any successor statute.
(g) "Nonqualified Option" means an option granted under the Plan
which is not an Incentive Option.
(h) "Option Period" means the period during which an option may be
exercised.
(i) "Parent" means any corporation in an unbroken chain of
corporations ending with the Company if, at the time of
granting of the option, each of the corporations other than the
Company owns capital stock possessing 50% or more of the total
combined voting power of all classes of capital stock in one of
the other corporations in the chain.
(j) "Plan" means this 1997 Stock Option Plan as may be amended from
time to time.
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(k) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if, at the time of the
granting of the option, each of the corporations other than the
last corporation in the unbroken chain owns capital stock
possessing 50% or more of the total combined voting power of
all classes of capital stock in one of the other corporations
in the chain, and "Subsidiaries" means more than one of any
such corporations.
