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AMENDED AND RESTATED
RENT-A-CENTER, INC.
LONG-TERM INCENTIVE PLAN
1. Objectives. The Amended and Restated Rent-A-Center, Inc. Long-Term
Incentive Plan (formerly known as the 1994 Renters Choice, Inc. Long-Term
Incentive Plan) is designed to retain selected employees, non-employee directors
and Independent Contractors (as herein defined) of Rent-A-Center, Inc. (formerly
known as Renters Choice, Inc.) (the "Company") and reward them for making
significant contributions to the success of the Company and its Subsidiaries (as
hereinafter defined). These objectives are to be accomplished by making awards
under the Plan and thereby providing Participants (as hereinafter defined) with
a proprietary interest in the growth and performance of the Company and its
Subsidiaries.
2. Definitions. As used herein, the terms set forth below shall have the
following respective meanings:
"Agreement" means a written agreement between the Company and
a Participant that sets forth the terms, conditions and limitations
applicable to an Employee Award, a Director Option or an Independent
Contractor Option.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended
from time to time.
"Committee" means such committee of the Board as is designated
by the Board to administer the Plan. The Committee shall be constituted
to permit the Plan to comply with Rule 16b-3.
"Common Stock" means the Common Stock, par value $0.01 per
share, of the Company.
"Director" means an individual serving as a member of the
Board who is not an employee of the Company or any Subsidiary of the
Company.
"Director Option" means a nonqualified stock option granted to
a Director under the terms of this Plan.
"Employee Award" means the grant of any form of Employee Stock
Option, stock appreciation right, stock award or cash award, whether
granted singly, in combination or in tandem, to an employee of the
Company or any Subsidiary pursuant to any applicable terms, conditions
and limitations as the Committee may establish in order to fulfill the
objectives of the Plan.
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"Employee Stock Option" means an incentive stock option or a
nonqualified stock option granted to an employee of the Company or any
of its Subsidiaries under this Plan by the Committee.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
"Fair Market Value" means, as of a particular date, (a) if the
shares of Common Stock are listed on a national securities exchange,
the mean between the highest and lowest sales price per share of Common
Stock on the consolidated transaction reporting system for the
principal such national securities exchange on that date, or, if there
shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported, (b) if the shares
of Common Stock are not so listed but are quoted on the Nasdaq National
Market, the mean between the highest and lowest sales price per share
of Common Stock on the Nasdaq National Market on that date, or, if
there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported or (c) if the
Common Stock is not so listed or quoted, the mean between the closing
bid and asked price on that date, or, if there are no quotations
available for such date, on the last preceding date on which such
quotations shall be available, as reported by the Nasdaq Stock Market,
Inc., or, if not reported by the Nasdaq Stock Market, Inc., by the
National Quotation Bureau, Inc.
"Independent Contractor" means any individual, partnership,
limited liability company, corporation, joint stock company, trust,
estate, joint venture, association or unincorporated organization or
any other form of business organization who or which is engaged by the
Company or any Subsidiary to render consulting, advisory or other
independent contractor services, as defined by the Board.
"Independent Contractor Option" means a nonqualified stock
option granted to an Independent Contractor under the terms of this
Plan.
"Participant" means an employee of the Company or any of its
Subsidiaries to whom an Employee Award has been made, a Director to
whom a Director Option has been made or an Independent Contractor to
whom an Independent Contractor Option has been made under the terms of
the Plan.
"Rule 16b-3" means Rule 16b-3 promulgated under the Exchange
Act, or any successor rule.
"Subsidiary" means any corporation of which the Company
directly or indirectly owns shares representing more than 50% of the
voting power of all classes or series of capital stock of such
corporation which have the right to vote generally on matters submitted
to a vote of the stockholders of such corporation.
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3. Eligibility.
(a) Employee Awards. All employees of the Company and its Subsidiaries
are eligible for Employee Awards under this Plan. The Committee shall
select the employees who shall become Participants in the Plan from time to
time by the grant of Employee Awards under the Plan.
(b) Director Options. Recipients of Director Options shall include all
persons who, as of the time Director Options are awarded, are serving as
Directors of the Company.
(c) Independent Contractor Options. The Committee, in its discretion,
shall determine which Independent Contractors are eligible to become
Participants in the Plan from time to time by the grant of Independent
Contractor Options under the Plan.
4. Common Stock Available Under the Plan. There shall be available for
Employee Awards, Director Options and Independent Contractor Options, any of
which may be granted wholly or partly in Common Stock (including rights or
options which may be exercised for or settled in Common Stock) during the term
of this Plan an aggregate of 6,200,000 shares of Common Stock, subject to
adjustment as provided in Paragraph 15, 496,000 of which shall be set aside for
issuance pursuant to Director Options and 310,000 of which shall be set aside
for stock awards, as described in subparagraph 6(iii) hereof. The Board and the
appropriate officers of the Company shall from time to time take whatever
actions are necessary to file required documents with governmental authorities
and stock exchanges and transaction reporting systems to make shares of Common
Stock available for issuance pursuant to Employee Awards, Director Options and
Independent Contractor Options. Common Stock related to Employee Awards,
Director Options or Independent Contractor Options that are forfeited or
terminated, expire unexercised, are settled in cash in lieu of Common Stock or
in a manner such that all or some of the shares covered by an Employee Award, a
Director Option or an Independent Contractor Option are not issued to a
Participant, or are exchanged for Employee Awards that do not involve Common
Stock, shall immediately become available for Employee Awards, Director Options
and Independent Contractor Options hereunder. The Committee may from time to
time adopt and observe such procedures concerning the counting of shares against
the Plan maximum as it may deem appropriate under Rule 16b-3.
5. Administration. This Plan shall be administered by the Committee, which
shall have full and exclusive power to interpret this Plan and to adopt such
rules, regulations and guidelines for carrying out this Plan as it may deem
necessary or proper, all of which powers shall be exercised in the best
interests of the Company and in keeping with the objectives of this Plan. The
Committee may, in its discretion, provide for the extension of the
exercisability of an Employee Award, a Director Option or an Independent
Contractor Option, accelerate the vesting or exercisability of an Employee
Award, a Director Option or an Independent Contractor Option, eliminate or make
less restrictive any restrictions contained in an Employee Award, a Director
Option or an Independent Contractor Option, waive any restriction or other
provision of an Employee Award, a Director Option or an Independent Contractor
Option or otherwise amend or modify an Employee Award, a Director Option or an
Independent Contractor Option in any manner that is either (a) not adverse to
the Participant holding such Employee Award, Director Option or Independent
Contractor Option
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or (b) consented to by such Participant. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in this Plan or in any
Employee Award, Director Option or Independent Contractor Option in the manner
and to the extent the Committee deems necessary or desirable to carry it into
effect. Any decision of the Committee in the interpretation and administration
of this Plan shall lie within its sole and absolute discretion and shall be
final, conclusive and binding on all parties concerned. No member of the
Committee or officer of the Company to whom it has delegated authority in
accordance with the provisions of this Plan shall be liable for anything done or
omitted to be done by him or her, by any member of the Committee or by any
officer of the Company in connection with the performance of any duties under
this Plan, except for his or her own willful misconduct or as expressly provided
by statute. The Committee may delegate to the Chief Executive Officer of the
Company and to other senior officers of the Company its duties under this Plan
pursuant to such conditions or limitations as the Committee may establish,
except that the Committee may not delegate to any person the authority to grant
Employee Awards, Director Options or Independent Contractor Options to, or take
other action with respect to, Participants who are subject to Section 16 of the
Exchange Act.
6. Employee Awards. The Committee shall determine the type or types of
awards to be made to each Participant under this Plan. Each Employee Award made
hereunder shall be embodied in an Agreement, which shall contain such terms,
conditions and limitations as shall be determined by the Committee in its sole
discretion and shall be signed by the Participant and by the Chief Executive
Officer, the Chief Operating Officer or any Vice President of the Company for
and on behalf of the Company. Employee Awards may consist of those listed in
this Paragraph 6 and may be granted singly, in combination or in tandem.
Employee Awards may also be made in combination or in tandem with, in
replacement of, or as alternatives to grants or rights (a) under this Plan or
any other employee plan of the Company or any of its Subsidiaries, including the
plan of any acquired entity, or (b) made to any Company or Subsidiary employee
by the Company or any Subsidiary. An Employee Award may provide for the granting
or issuance of additional, replacement or alternative Employee Awards upon the
occurrence of specified events, including the exercise of the original Employee
Award. Notwithstanding anything herein to the contrary, no Participant may be
granted Employee Awards consisting of stock options or stock appreciation rights
exercisable for more than 20% of the shares of Common Stock originally
authorized for Employee Awards under this Plan, subject to adjustment as
provided in Paragraph 15. In the event of an increase in the number of shares
authorized under the Plan, the 20% limitation will apply to the number of shares
authorized.
(i) Employee Stock Option. An Employee Award may consist of a
right to purchase a specified number of shares of Common Stock at a
price specified by the Committee in the Agreement or otherwise. An
Employee Stock Option may be in the form of an incentive stock option
("ISO") which, in addition to being subject to applicable terms,
conditions and limitations established by the Committee, complies with
Section 422 of the Code. Notwithstanding the foregoing, no ISO can be
granted under the Plan more than ten years following the Effective
Date of the Plan.
(ii) Stock Appreciation Right. An Employee Award may consist of a
right to receive a payment, in cash or Common Stock, equal to the
excess of the Fair
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Market Value or other specified valuation of a specified number of
shares of Common Stock on the date the stock appreciation right
("SAR") is exercised over a specified strike price as set forth in the
applicable Agreement.
(iii) Stock Award. An Employee Award may consist of Common Stock
or may be denominated in units of Common Stock. All or part of any
stock Employee Award may be subject to conditions established by the
Committee and set forth in the Agreement, which conditions may
include, but are not limited to, continuous service with the Company
and its Subsidiaries, achievement of specific business objectives,
increases in specified indices, attaining specified growth rates and
other comparable measurements of performance. Such Employee Awards may
be based on Fair Market Value or other specified valuations. The
certificates evidencing shares of Common Stock issued in connection
with a stock Employee Award shall contain appropriate legends and
restrictions describing the terms and conditions of the restrictions
applicable thereto.
(iv) Cash Award. An Employee Award may be denominated in cash
with the amount of the eventual payment subject to future service and
such other restrictions and conditions as may be established by the
Committee and set forth in the Agreement, including, but not limited
to, continuous service with the Company and its Subsidiaries,
achievement of specific business objectives, increases in specified
indices, attaining specified growth rates and other comparable
measurements of performance.
7. Director Stock Options. Director Options shall be granted to each
eligible Director as of the date of consummation of the initial public offering
of the Common Stock providing for the purchase of 9,000 shares of Common Stock.
Commencing on January 1, 1996, automatic annual awards of Director Options shall
be made to each eligible Director on the first business day of the Company's
fiscal year, providing for the purchase of 3,000 shares of Common Stock;
provided that such Director Options shall provide for the purchase of 9,000
shares of Common Stock if the recipient of such Director Option had not
previously received a grant of a Director Option pursuant to this Plan. The
purchase price of each share of Common Stock placed under a Director Option
shall be equal to the Fair Market Value of such shares on the date the Director
Option is granted; provided, that the purchase price of each share of Common
Stock placed under a Director Option on the date of consummation of the initial
public offering of the Common Stock shall be equal to the initial public
offering price of the Common Stock. Director Options shall terminate and be of
no force or effect with respect to any shares not previously purchased by the
Director Optionee upon the expiration of ten years from the date of granting of
each Director Option, notwithstanding any earlier termination of the Director
Optionee's status as a Director of the Company. All Director Options shall be
exercisable immediately on the date of grant. Notwithstanding the foregoing, no
grant of Director Options shall be made unless the number of shares available
under the Plan is sufficient to make all automatic grants of Director Options on
the grant date. All Director Options shall be evidenced by a written Agreement
conforming with the terms of this Plan.
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8. Independent Contractor Options. Independent Contractor Options shall be
granted to each eligible Independent Contractor (as selected by the Board or the
Committee) pursuant to the terms of an Agreement. Independent Contractor Options
granted under this Plan will contain such terms and conditions with respect to
the death or disability of the Independent Contractor or termination of the
Independent Contractor's relationship with the Company or a Subsidiary as the
Committee or Board deems necessary and/or appropriate.
9. Payment of Employee Awards.
(a) General. Payment of Employee Awards may be made in the form of
cash or Common Stock or combinations thereof and may include such
restrictions as the Committee shall determine including, in the case of
Common Stock, restrictions on transfer and forfeiture provisions. As used
herein, "Restricted Stock" means Common Stock that is restricted or subject
to forfeiture provisions.
(b) Deferral. The Committee may, in its discretion, (i) permit
selected Participants to elect to defer payments of some or all types of
Employee Awards in accordance with procedures established by the Committee
or (ii) provide for the deferral of an Employee Award in an Agreement or
otherwise. Any such deferral may be in the form of installment payments or
a future lump sum payment. Any deferred payment, whether elected by the
Participant or specified by the Agreement or by the Committee, may be
forfeited if and to the extent that the Agreement so provides.
(c) Dividends and Interest. Dividends or dividend equivalent rights
may be extended to and made part of any Employee Award denominated in
Common Stock or units of Common 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
Common Stock or units of Common Stock.
(d) Substitution of Employee Awards. At the discretion of the
Committee, a Participant may be offered an election to substitute an
Employee Award for another Employee Award of the same or different type.
10. Stock Option Exercise. The price at which shares of Common Stock may be
purchased under a stock option (whether pursuant to an Employee Award, a
Director Option or an Independent Contractor Option) shall be paid in full at
the time of exercise in cash or, if permitted by the Committee, by means of
tendering Common Stock or surrendering all or part of that or any other Employee
Award, including Restricted Stock, valued at Fair Market Value on the date of
exercise, or any combination thereof. The Committee shall determine acceptable
methods for tendering Common Stock or Employee Awards to exercise a stock option
as it deems appropriate. If permitted by the Committee, payment may be made by
successive exercises by the Participant. The Committee may provide for
procedures to permit the exercise or purchase of Employee Awards, Director
Options or Independent Contractor Options by (a) loans from the Company or (b)
use of the proceeds to be received from the sale of Common Stock issuable
pursuant to an Employee
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Award, a Director Option or an Independent Contractor Option. Unless otherwise
provided in the applicable Agreement, in the event shares of Restricted Stock
are tendered as consideration for the exercise of a stock option, a number of
the shares issued upon the exercise of the stock option, equal to the number of
shares of Restricted Stock used as consideration therefor, shall be subject to
the same restrictions as the Restricted Stock so submitted as well as any
additional restrictions that may be imposed by the Committee.
11. Tax Withholding. The Company shall have the right to deduct applicable
taxes from any Employee Award, Director Option or Independent Contractor Option
payment and withhold, as applicable, at the time of delivery or vesting of cash
or shares of Common Stock under this Plan, an appropriate amount of cash or
number of shares of Common Stock or a combination thereof for payment of taxes
required by law or to take such other action as may be necessary in the opinion
of the Company to satisfy all obligations for withholding of such taxes. The
Committee may also permit withholding to be satisfied by the transfer to the
Company of shares of Common Stock theretofore owned by the holder of the
Employee Award, Director Option or Independent Contractor Option with respect to
which withholding is required. If shares of Common Stock are used to satisfy tax
withholding, such shares shall be valued based on the Fair Market Value when the
tax withholding is required to be made.
12. Amendment, Modification, Suspension or Termination. The Board may
amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law except that (a) no amendment or alteration that would impair the rights
of any Participant under any Employee Award, Director Option or Independent
Contractor Option previously granted to such Participant shall be made without
such Participant's consent, and (b) no amendment or alteration shall be
effective prior to approval by the Company's stockholders to the extent such
approval is then required pursuant to Rule 16b-3 in order to preserve the
applicability of any exemption provided by such rule to any Employee Award,
Director Option or Independent Contractor Option then outstanding (unless the
Participant consents) or to the extent stockholder approval is otherwise
required by applicable legal requirements.
13. Termination of Employment or Provision of Service. Upon the termination
of employment or provision of service by a Participant, any unexercised,
deferred or unpaid Employee Awards, Director Options or Independent Contractor
Options shall be treated as provided in the specific Agreement evidencing the
Employee Award, Director Option or Independent Contractor Option. In the event
of such a termination, the Committee may, in its discretion, provide for the
extension of the exercisability of an Employee Award, a Director Option or an
Independent Contractor Option, accelerate the vesting or exercisability of an
Employee Award, a Director Option or an Independent Contractor Option, eliminate
or make less restrictive any restrictions contained in an Employee Award, a
Director Option or an Independent Contractor Option, waive any restriction or
other provision of this Plan or an Employee Award, a Director Option or an
Independent Contractor Option or otherwise amend or modify the Employee Award,
Director Option or Independent Contractor Option in any manner that is either
(a) not adverse to such Participant or (b) consented to by such Participant.
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14. Assignability. Unless otherwise determined by the Committee and
provided in the Agreement, no Employee Award, Director Option, Independent
Contractor Option or any other benefit under this Plan constituting a derivative
security within the meaning of Rule 16a-l(c) under the Exchange Act shall be
assignable or otherwise transferable except by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder. The Committee may prescribe and include in
applicable Agreements other restrictions on transfer. Any attempted assignment
of an Employee Award, a Director Option, an Independent Contractor Option or any
other benefit under this Plan in violation of this Paragraph 14 shall be null
and void.
15. Adjustments.
(a) The existence of outstanding Employee Awards, Director Options or
Independent Contractor Options shall not affect in any manner the right or
power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
capital stock of the Company or its business or any merger or consolidation
of the Company, or any issue of bonds, debentures, preferred or prior
preference stock (whether or not such issue is prior to, on a parity with
or junior to the Common Stock) or 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 of any kind, whether or
not of a character similar to that of the acts or proceedings enumerated
above.
(b) In the event of any subdivision or consolidation of outstanding
shares of Common Stock or declaration of a dividend payable in shares of
Common Stock or capital reorganization or reclassification or other
transaction involving an increase or reduction in the number of outstanding
shares of Common Stock, the Committee may adjust proportionally (i) the
number of shares of Common Stock reserved under this Plan and covered by
outstanding Employee Awards, Director Options and Independent Contractor
Options denominated in Common Stock or units of Common Stock; (ii) the
exercise or other price in respect of such Employee Awards, Director
Options and Independent Contractor Options; and (iii) the appropriate Fair
Market Value and other price determinations for such Employee Awards,
Director Options and Independent Contractor Options. In the event of any
consolidation or merger of the Company with another corporation or entity
or the adoption by the Company of a plan of exchange affecting the Common
Stock or any distribution to holders of Common Stock of securities or
property (other than normal cash dividends or dividends payable in Common
Stock), the Committee shall make such adjustments or other provisions as it
may deem equitable, including adjustments to avoid fractional shares, to
give proper effect to such event. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization
or liquidation, the Committee shall be authorized to issue or assume stock
options, regardless of whether in a transaction to which Section 424(a) of
the Code applies, by means of substitution of new options for previously
issued options or an assumption of previously issued options, or to make
provision for the acceleration of the exercisability of, or lapse of
restrictions with respect to, Employee Awards, Director Options or
Independent Contractor Options and the termination of unexercised options
in connection with such transaction.
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16. Restrictions. No Common Stock or other form of payment shall be issued
with respect to any Employee Award, Director Option or Independent Contractor
Option unless the Company shall be satisfied based on the advice of its counsel
that such issuance will be in compliance with applicable federal and state
securities laws. It is the intent of the Company that this Plan comply with Rule
16b-3 with respect to persons subject to Section 16 of the Exchange Act unless
otherwise provided herein or in an Agreement, that any ambiguities or
inconsistencies in the construction of this Plan be interpreted to give effect
to such intention and that, if any provision of this Plan is found not to be in
compliance with Rule 16b-3, such provision shall be null and void to the extent
required to permit this Plan to comply with Rule 16b-3. Certificates evidencing
shares of Common Stock delivered under this Plan may be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under
the rules, regulations and other requirements of the Securities and Exchange
Commission, any securities exchange or transaction reporting system upon which
the Common Stock is then listed and any applicable federal and state securities
law. The Committee may cause a legend or legends to be placed upon any such
certificates to make appropriate reference to such restrictions.
17. Unfunded Plan. Insofar as it provides for Employee Awards of cash, and
Employee Awards, Director Options and Independent Contractor Options covering
Common Stock or rights thereto, this Plan shall be unfunded. Although
bookkeeping accounts may be established with respect to Participants who are
entitled to cash, Common Stock or rights thereto under this Plan, any such
accounts shall be used merely as a bookkeeping convenience. The Company shall
not be required to segregate any assets that may at any time be represented by
cash, Common Stock or rights thereto, nor shall this Plan be construed as
providing for such segregation, nor shall the Company, the Board or the
Committee be deemed to be a trustee of any cash, Common Stock or rights thereto
to be granted under this Plan. Any liability or obligation of the Company to any
Participant with respect to a grant of cash, Common Stock or rights thereto
under this Plan shall be based solely upon any contractual obligations that may
be created by this Plan and any Agreement, and no such liability or obligation
of the Company shall be deemed to be secured by any pledge or other encumbrance
on any property of the Company. None of the Company, the Board or the Committee
shall be required to give any security or bond for the performance of any
obligation that may be created by this Plan.
18. Governing Law. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory provisions of
the Code or the securities laws of the United States, shall be governed by and
construed in accordance with the laws of the State of Texas.
19. Effective Date of Plan.
(a) This Plan was approved by the Board of Directors of the Company as
of December 5, 1994, and by the unanimous written consent dated as of
December 21, 1994, of the holders of all of the shares of Common Stock
outstanding and entitled to vote thereon.
(b) The Plan was amended effective May 20, 1996 for the purpose of
increasing the number of shares reserved for issuance under the Plan from
1,500,000 to 2,000,000. The
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amendments to the Plan were approved by the Board of Directors of the
Company as of March 18, 1996, and by the holders of a majority of the
issued and outstanding shares of Common Stock of the Company as of May 20,
1996.
(c) The Plan was again amended effective May 21, 1998 for the purpose
of increasing the number of shares reserved for issuance under the Plan
from 2,000,000 to 3,000,000. The amendment to the Plan was approved by the
Board of Directors of the Company on March 16, 1998, and by the holders of
a majority of the issued and outstanding shares of Common Stock of the
Company on May 18, 1998. For purposes of ease of administration and clarity
of reference, the Plan was amended and restated to incorporate the 1996 and
the 1998 amendments.
(d) The Plan was again amended on September 14, 1998 for the purpose
of increasing the number of shares reserved for issuance under the Plan
from 3,000,000 to 4,500,000. The amendment to the Plan was approved by the
Board of Directors of the Company on September 14, 1998 and by the holders
of a majority of the issued and outstanding shares of Common Stock of the
Company on October 20, 1998. For purposes of ease of administration and
clarity of reference, the Plan was amended and restated to incorporate all
amendments.
(e) The Plan was amended by the Board of Directors in January 2000 for
the purpose of adding independent contractors as participants under the
Plan. In March 2000, the Plan was amended by the Board of Directors to
increase the number of shares reserved for issuance under the Plan from
4,500,000 to 6,200,000. These amendments were approved by the holders of a
majority of the issued and outstanding shares of Common Stock and Preferred
Stock of the Company entitled to vote thereon on May 16, 2000. For purposes
of ease of administration and clarity of reference, the Plan was amended
and restated to incorporate all amendments.
RENT-A-CENTER, INC.
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