Form of Restricted Stock Agreement

Exhibit 10.2 RESTRICTED STOCK AGREEMENT (NON-EMPLOYEE DIRECTOR AWARD) This Restricted Stock Agreement (" Agreement" ) dated to be effective , 20 (the " Effective Date" ), is by and between Ace Cash Express, Inc., a Texas corporation (the " Company" ), and (" Grantee" ). WHEREAS, the Company desires to provide an incentive to Grantee, in the form of shares of the Company' s capital stock, to encourage Grantee' s long-term performance for the Company and its shareholders as a non-employee director and more closely align Grantee' s interest in the Company with that of the Company' s shareholders; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Agreement, and intending to be legally bound hereby, Grantee and the Company (collectively, the " Parties" ) hereby agree as follows: 1. Issuance of Restricted Stock . The Company hereby agrees to issue to Grantee, and Grantee hereby agrees to purchase, ( ) shares (the " Restricted Shares" ) of Common Stock, at a purchase price of $0.01 per share (the " Purchase Price Per Share" ), in accordance with this Agreement and as a Restricted Stock Award subject to the terms and conditions of the Ace Cash Express, Inc. Non-Employee Directors Stock Incentive Plan (the " Plan" ), which are incorporated herein, as an incentive for Grantee' s continued efforts on behalf of the Company as a non-employee member of the Company' s Board of Directors (the " Board" ). This Agreement is a Restricted Stock Agreement under the Plan, and unless otherwise defined in this Agreement, the capitalized terms used in this Agreement have the respective meanings assigned to them in the Plan. The total purchase price for the Restricted Shares shall be paid by Grantee' s delivery to the Company, at the time of execution of this Agreement, of cash or a check or any combination thereof. 2. Forfeiture. (a) On the date of any Cessation (as defined below) of Grantee' s continuous service as a member of the Board (the " Termination Date" ) before the Forfeiture Restrictions lapse with respect to any of the Restricted Shares in accordance with Section 3, all of the Restricted Shares that are then subject to the Forfeiture Restrictions (the " Unvested Restricted Shares" ) shall then automatically be forfeited by Grantee and returned and delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any other person or entity and without any further action by Grantee. The " Cessation" of Grantee' s continuous service as a member of the Board is any cessation of Grantee' s continuous service as a member of the Board, for any reason or under any circumstances, including because of Grantee' s death or Grantee' s disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code) as determined by the Committee, or as a result of not being nominated for or elected to a new term as a member of the Board.


(b) In addition, if Grantee breaches any of the terms and conditions of this Agreement or the Plan, or any rules, regulations, policies, and procedures of the Committee for this Agreement or the Plan, all of the Unvested Restricted Shares as of the date of such breach shall then automatically be forfeited by Grantee and returned and delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any other person or entity and without any further action by Grantee. (c) In addition, if vesting does not occur in accordance with Section 3, all of the Unvested Restricted Shares shall then automatically be forfeited by Grantee and returned and delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any other person or entity and without any further action by Grantee. (d) Grantee, by his acceptance of the Restricted Stock Award granted under this Agreement, irrevocably grants to the Company a power of attorney to transfer any and all Unvested Restricted Shares that are forfeited and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. Grantee shall have no further right to or interest in any Unvested Restricted Shares that are so forfeited and transferred. The Parties expressly agree that these provisions governing the forfeiture and transfer of the Unvested Restricted Shares shall be specifically enforceable by the Company in a court of equity or law. 3. Lapse of Forfeiture Restrictions . Upon the termination or lapse of Forfeiture Restrictions regarding any or all of the Restricted Shares (those Restricted Shares no longer subject to Forfeiture Restrictions being " Vested Restricted Shares" ), one or more stock certificates representing the Vested Restricted Shares, free of Forfeiture Restrictions, shall be delivered to Grantee at Grantee' s request in accordance with this Agreement. The Forfeiture Restrictions shall terminate or lapse, and certain or all (as described below) of the Unvested Restricted Shares shall become Vested Restricted Shares, if there has been no Cessation of Grantee' s continuous service as a member of the Board and no breach by Grantee as described in Section 2 before vesting in accordance with the following: [Describe applicable vesting date or dates or event or events, including (if applicable) performance goal or goals, and state related terms and provisions] [Add if vesting in installments: If the installment of vesting of the Restricted Shares set forth in of this Section 3 would result in the vesting of a fractional Restricted Share, such installment will result in the vesting of the next higher Restricted Share, and the final installment (set forth in of this Section 3) will result in the vesting of the balance of the Restricted Shares.] In addition, any or all of the Unvested Restricted Shares shall vest upon a decision by the Committee, in its sole discretion and as of a date determined by the Committee, to vest those Unvested Restricted Shares. 4. Representations of Grantee . Grantee represents and warrants to the Company as follows:

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(a) Grantee has received a copy of the Plan and has read and become familiar with the terms and conditions of the Plan and agrees to be bound, and to abide, by the Plan. (b) Grantee has reviewed this Agreement, has had an opportunity to obtain the advice of counsel before executing this Agreement, and fully understands all of the terms and conditions of this Agreement and the Plan. (c) Grantee hereby accepts the Restricted Stock Award granted by this Agreement subject to all of the terms and conditions of this Agreement and the Plan. (d) Grantee is fully aware of the lack of liquidity of the Restricted Shares - e.g., because of the restrictions on transferability of the Restricted Shares held by the Escrow Holder (as defined below), Grantee may not be able to sell or dispose of the Restricted Shares or use them as collateral for loans. 5. Certain Restrictions on Transfer . Except as provided in Section 2, Grantee may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of (whether voluntarily, by operation of law, or otherwise) any or all of the Unvested Restricted Shares, or any rights thereto or interests therein, or any or all of the Vested Restricted Shares held by the Escrow Holder, or any rights thereto or interests therein. Any transfer in violation of this Section 5 shall be void and without any force or effect and shall constitute a breach of the terms and conditions of this Agreement and the Plan. Grantee also understands that the Company is under no obligation to register, under any applicable securities laws, any resale of any of the Restricted Shares that become Vested Restricted Shares delivered to Grantee and that an exemption from such registration requirements may not be available or may not permit Grantee to resell or transfer any of such Vested Restricted Shares in the amounts or at the times proposed by Grantee. 6. Dividend and Voting Rights . Subject to this Agreement, Grantee shall have all of the rights of a shareholder with respect to the Restricted Shares, including the Unvested Restricted Shares while they are held in escrow, including the right to vote the Restricted Shares and to receive any and all dividends and other distributions made with respect to the Restricted Shares. Without limiting the preceding sentence, Grantee shall be entitled to receive any cash dividends or other cash distributions paid or made by the Company with respect to the Unvested Restricted Shares, without deposit into escrow, and any other distributions of property with respect to the Unvested Restricted Shares shall be deposited into escrow in accordance with Section 8(b). Upon any forfeiture of Unvested Restricted Shares, Grantee shall have no further rights with respect to those Unvested Restricted Shares, but the forfeiture of Unvested Restricted Shares shall not invalidate any votes or consents made or executed by Grantee with respect to those Unvested Restricted Shares before their forfeiture or create any obligation to repay any cash dividend or other cash distribution received with respect to those Unvested Restricted Shares before their forfeiture.

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7. Escrow of Restricted Shares . (a) To ensure the availability for delivery of Unvested Restricted Shares upon forfeiture in accordance with Section 2 or Section 3, Grantee shall, upon execution of this Agreement, deliver and deposit with an escrow holder designated by the Company (the " Escrow Holder" ) the share certificate(s) representing the Unvested Restricted Shares, together with corresponding stock assignment(s), in the form attached hereto as Exhibit A , duly endorsed in blank. The Unvested Restricted Shares and stock assignment(s) shall be held by the Escrow Holder, pursuant to the Joint Escrow Instructions of the Company and Grantee attached hereto as Exhibit B , until either (i) those Unvested Restricted Shares are forfeited in accordance with Section 2 or Section 3 or (ii) the Forfeiture Restrictions terminate or lapse regarding those Unvested Restricted Shares, which thereby become Vested Restricted Shares. (b) The Escrow Holder shall not be l ...