Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is effective
as of the 1 st day of May,
2008, by and between Cash America International, Inc., a Texas
corporation (“CAI”); Cash America Management L.P., a
wholly-owned subsidiary of CAI (“CAM”); and Daniel R.
Feehan, an individual whose principal residence is in Fort Worth,
Texas (“Executive”).
STATEMENT OF BACKGROUND
| A. |
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CAM is a management company affiliated with CAI that, among
other things, performs management and administrative services for
CAI and its affiliates. |
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| B. |
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From February of 2000 through the present, CAM has employed
Executive for the purpose of serving in the capacity as its chief
executive and, in that capacity, Executive has also performed the
responsibilities of the President and Chief Executive Officer of
CAI, all pursuant to the terms of several written employment
agreements, the most recent being the Amended and Restated
Executive Employment Agreement dated as of January 21, 2004,
as amended from time to time thereafter (the “2004
Agreement”). |
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| B. |
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Executive has excelled in Executive’s position and its
attendant responsibilities, and CAM and CAI (collectively,
“Cash America”) believe that (i) retaining
Executive as the chief executive of CAM to, among other things,
serve in the capacity as the President and Chief Executive Officer
of CAI, and (ii) the benefits of Executive’s business
experience, senior executive skills and leadership, are of material
importance to Cash America and the CAI shareholders. |
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| C. |
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CAM wishes to retain Executive through the term of this
Agreement. |
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| D. |
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To that end, the parties agree that the 2004 Agreement expired
by its terms on April 30, 2008, and that the terms and
conditions of this Agreement shall govern Executive’s
employment by CAM for the purposes described herein beginning on
May 1, 2008 (the “Effective Date”), and that this
Agreement supersedes the 2004 Agreement and all prior agreements
among the parties with respect to the employment, compensation and
benefits of Executive. |
STATEMENT OF AGREEMENT
In consideration of the mutual
promises contained in this Agreement and other good and valuable
consideration, the sufficiency of which hereby is acknowledged,
Cash America and Executive agree as follows:
1. Employment Status . CAM agrees to employ
Executive and Executive agrees to serve as the chief executive of
CAM, with the duties and responsibilities, and pursuant to the
terms, set forth in this Agreement.
2. Term . Unless terminated sooner pursuant to
the terms of this section or Section 5, the initial term of
Executive’s employment under this Agreement will be for a
five year term
commencing as of the Effective Date and terminating on
April 30, 2013 (the “Initial Term”). The
Management Development and Compensation Committee (the
“Compensation Committee”) of CAI’s Board of
Directors (the “Board”) may extend the term of this
Agreement for additional successive one year renewal terms
commencing on the 5 th anniversary of
the Effective Date and on each subsequent anniversary of the
Effective Date by notifying Executive in writing, at least
60 days before the expiration of the then current term, of its
intention to extend this Agreement. The Initial Term described in
this section and any such extensions of the Initial Term will be
referred to in this Employment Agreement as the “Term”,
and any 1-year period beginning on the Effective Date or any
anniversary thereof will be referred to as a “Contract
Year.”
3. Duties and Authority of Executive .
(a) Responsibilities . During the Term,
Executive will be employed by CAM as its chief executive and will
additionally serve in the capacity of President and Chief Executive
Officer of CAI. Executive’s duties and responsibilities will
primarily consist of the performance of executive management and
administrative services for CAM, which, among other things,
provides management and administrative services to CAI and its
affiliated companies. Executive’s duties and responsibilities
will also include those described for the President and Chief
Executive Officer in the CAI By-Laws or other formal documents of
CAI, as such documents may be amended from time to time.
Executive’s duties and responsibilities will also include
such other or additional duties as may from time to time be
assigned to Executive by the Board or any duly authorized committee
thereof, provided such other or additional duties are consistent
with the position of CAM’s chief executive and with the
duties of the President and Chief Executive Officer of CAI.
Executive will obey the lawful directions of the Board and any duly
authorized committee thereof, and will use Executive’s best
efforts to promote the interests of Cash America and to maintain
and to promote the reputation thereof.
(b) Standards
. While employed hereunder, Executive will devote
Executive’s full time, efforts, skills and attention to the
affairs of Cash America and its affiliated companies in order that
Executive will faithfully perform Executive’s duties and
obligations hereunder. Executive will fulfill Executive’s
duties and responsibilities as described in this section in a
reasonable and appropriate manner in light of the policies and
practices of Cash America and its affiliated companies and
applicable laws and regulations. Executive will use
Executive’s best efforts to preserve the business of Cash
America and its affiliated companies, to keep available to Cash
America and its affiliated companies the services of present,
desired employees, and to preserve the business relations of Cash
America and its affiliated companies with suppliers, distributors,
customers and others. Executive will observe and fulfill proper
standards of fiduciary responsibility attendant upon
Executive’s service and office.
(c) Avoidance of
Conflicts . During the Term, Executive will not
engage in any outside business or other activity detrimental to, or
competitive with, the interests of Cash America or any of its
affiliated companies, but otherwise may (i) engage in other
businesses or activities, (ii) make personal, passive
investments of Executive’s own funds, (iii) participate
in customary civic and charitable activities, and (iv) serve
on the boards of directors of other public or private companies.
Notwithstanding the foregoing, Executive may not have any financial
interest in any competitor of Cash America or its affiliated
companies; provided, Executive may have such investments in
Executive’s personal investment portfolio as long as
Executive is the registered owner of less than 2 percent of
the outstanding stock or securities of any such
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competitor of Cash America or its affiliated companies, and such
stock or securities are registered and publicly traded on a
national stock exchange of any country.
(d) Location
. The parties agree that during the Term, Executive will be
based in Fort Worth, Texas, and may only be reassigned to another
location that is mutually acceptable to Cash America and
Executive.
4. Compensation and Benefits . Subject to the
terms of this Agreement, Cash America will pay Executive, and
Executive accepts as full compensation for all services to be
rendered to Cash America pursuant to this Agreement, the
compensation and benefits described below in this section.
(a) Annual Base
Salary . Executive’s initial base salary as of
the Effective Date will be $700,000.00 per year (“Annual Base
Salary”), payable in accordance with Cash America’s
standard payroll practices and policies for senior executive
officers, subject to such withholdings as required by law or as
otherwise permissible under such practices or policies of Cash
America. The Compensation Committee will review Executive’s
Annual Base Salary at least annually with respect to each Contract
Year, with a view to ascertaining the adequacy thereof, and the
Compensation Committee may increase (but not decrease)
Executive’s Annual Base Salary from time to time by an amount
that, in the opinion of the Compensation Committee, is justified by
Executive’s performance.
(b) Bonuses and Other
Incentive Compensation . As long as this Agreement
is in effect, Cash America will maintain an Executive Compensation
Program, and Executive will be eligible to participate therein, all
in accordance with Cash America’s regular practices with
respect to its senior executive officers. In addition, Executive
will be eligible to receive any other cash bonuses under the CAI
Senior Executive Bonus Plan and other incentive or other
compensation plans or arrangements, as may be determined by the
Compensation Committee from time to time for other senior executive
officers and/or specifically for Executive.
(c) Equity
Compensation . Executive will be eligible to receive
stock options, restricted stock, restricted stock units and other
equity compensation, as may be determined by the Compensation
Committee from time to time for other senior executive officers
and/or specifically for Executive.
(d) Employee Benefit
Plans . Executive will be eligible to participate in
the employee benefit plans, programs and policies (including any
executive healthcare plan, executive life insurance program, and
CAI’s Non-Qualified Savings and 401(k) plans) that are
maintained by Cash America and that cover senior executive
officers, all in accordance with the terms and conditions of such
plans, programs and policies as in effect from time to time. In
addition to the life insurance plan available to all executives of
CAI generally, Cash America will pay all premiums on additional
term life insurance coverage on Executive’s life with a death
benefit of $2,000,000.00.
(e) Disability
. If Executive becomes Disabled (as defined below) before
the end of the Term, Cash America will pay Executive an amount
equal to Executive’s Annual Base Salary (at the rate of
Executive’s Annual Base Salary in effect at the time
Executive becomes Disabled and at the frequency and timing
applicable from time to time under Cash America’s
standard
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payroll
practices and policies for salary payments to senior executive
officers who continue in employment) for the 1-year period
commencing at the time Executive becomes Disabled.
(f) Death
Benefits . If Executive dies before the end of the
Term, Cash America will pay Executive’s beneficiary that he
designates in a writing delivered to Cash America (or, if no such
beneficiary survives him, Executive’s estate) an amount equal
to Executive’s Annual Base Salary (at the rate of
Executive’s Annual Base Salary in effect at the time of
Executive’s death and at the frequency and timing applicable
from time to time under Cash America’s standard payroll
practices and policies for salary payments to senior executive
officers who continue in employment) for the 1-year period
commencing on the date of Executive’s death.
(g) Vacations and
Holidays . Executive will be entitled to vacation (a
minimum of 4 weeks per year), other paid or unpaid time off,
leaves of absence and holidays, as may be provided in accordance
with Cash America’s policies for senior executive officers or
as Cash America otherwise may approve.
(h) Business
Expenses . Executive will have a right to be
promptly reimbursed for Executive’s reasonable and
appropriate business expenses which Executive actually incurs in
connection with the performance of Executive’s duties and
responsibilities under this Agreement in accordance with Cash
America’s expense reimbursement policies and procedures
applicable to its senior executive officers. In any event, expense
reimbursements hereunder will be paid within 30 days after
Executive submits evidence of such reimbursable expense(s) to Cash
America, and in no event will any such reimbursement be paid later
than the last day of the calendar year immediately following the
calendar year in which the expense was incurred. The amount of such
reimbursements during any calendar year will not affect the
reimbursements provided in any other calendar year, and the right
to any such amounts shall not be subject to liquidation or exchange
for another benefit.
5. Termination . Executive’s employment
with Cash America may be terminated as follows:
(a) Voluntary Termination
Without Good Reason . Executive may voluntarily
terminate Executive’s employment hereunder without Good
Reason (as defined below) at any time during the Term, effective as
of the end of the 60-day period beginning on the date Executive
provides Cash America with a signed, written notice of
Executive’s termination; provided, in its sole discretion
(i) Cash America may accept such resignation effective as of
an earlier date and pay Executive in lieu of waiting for passage of
the 60-day notice period, or (ii) during all or any part of
the 60-day notice period, Cash America may retain Executive as an
employee of CAM but modify, reduce or eliminate Executive’s
duties hereunder. Any such amount that is payable for the period
after the date of Executive’s actual termination of
employment (his “Actual Termination Date”) will be paid
in a timely manner in accordance with Cash America’s normal
payroll practices and policies for senior executive officers;
provided, to the extent any amount payable for the period after
Executive’s Actual Termination Date is not exempt from Code
Section 409A (as defined in Section 12(g) below), such amount
will be paid on the day following the 6-month anniversary of
Executive’s Separation from Service (as defined below). If
Executive voluntarily terminates Executive’s employment
hereunder without Good Reason, Cash America will pay to Executive
only (x) Executive’s Annual Base Salary earned through
the date of termination, (y) all bonuses earned and vested
under Section 4(b) on
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or
before the date of termination, and (z) to the extent provided
under the terms of any benefit plan or this Agreement, the vested
portion of any benefit under such plan or this Agreement earned
through the date of termination. Executive’s right to
exercise stock options and Executive’s rights in other equity
arrangements, if any, will remain governed by the terms and
conditions of the appropriate equity plan and the underlying award
agreements.
(b) Voluntary Termination
With Good Reason .
(i) Termination . Executive
may voluntarily terminate Executive’s employment hereunder
with Good Reason (as defined below) at any time during the Term,
effective as of the end of the 30-day period beginning on the date
Executive provides Cash America with a signed, written notice of
Executive’s termination; provided, in its sole discretion
(A) Cash America may accept such resignation effective as of
an earlier date and pay Executive in lieu of waiting for passage of
the 30-day notice period, or (B) during all or any part of the
30-day notice period, Cash America may retain Executive as an
employee of CAM but modify, reduce or eliminate Executive’s
duties hereunder.
(ii) “ Good Reason
”. For purposes of this Agreement, the phrase “Good
Reason” means any of the following conditions, which remains
uncured after the expiration of 30 days following the delivery
of written notice of such condition to Cash America by Executive,
with respect to which Executive terminates employment within
24 months after the initial existence of the condition, to the
extent there is a material negative change in Executive’s
employment relationship with CAM (or any successor affiliated
employer) or the terms of Executive’s relationship with CAI
(or any successor affiliated company): (A) a material breach
of the terms of this Agreement by Cash America; (B) Cash
America demoting Executive to a position of lower status than
“President and Chief Executive Officer” of CAI;
(C) Cash America materially reducing Executive’s rate of
Annual Base Salary below the level in effect immediately before
such reduction; (D) Cash America materially reducing the level
of employee benefits and perquisites below the level provided for
by the terms of Sections 4(b) through (h) (including, without
limitation, in the case of Sections 4(b) and 4(c) above, reducing
the levels of Executive’s incentive compensation
opportunities covered by such Sections (4(b) and 4(c) above to
incentive compensation levels and opportunities that are materially
and adversely below the general incentive compensation levels and
opportunities consistently granted by Cash America to its
executives over time), other than as a result of an amendment or
termination that is applicable to all Cash America senior executive
officers; or (E) a relocation of Executive’s principal
office from Fort Worth, Texas, without Executive’s
consent.
(iii) Termination Pay and
Benefits . If Executive voluntarily terminates
Executive’s employment hereunder with Good Reason before the
end of the Term, Executive will be entitled to receive the
following compensation and benefits:
(A) An amount equal to the total of
(i) the amount of Executive’s Annual Base Salary (at the
rate of Annual Base Salary in effect before the event giving rise
to Good Reason) for the remainder (if any) of the Contract Year
during which Executive’s termination is effective, and
(ii) an amount equal to 7/36ths of
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Executive’s Continued Compensation (as defined below). Such
total amount will be payable to Executive in a lump sum on the
first day of the 7 th full calendar
month immediately following the date of Executive’s
Separation from Service;
(B) An amount equal to 29/36ths of
Executive’s Continued Compensation, with such amount to be
payable on a prorata basis over a 29 month period beginning on
the first day of the 8 th full calendar
month immediately following the date of Executive’s
Separation from Service, with such prorata payments to be made at
the frequency and timing applicable from time to time under Cash
America’s standard payroll practices and policies for salary
payments to active senior executive officers;
(C) All other amounts and benefits to
which Executive may be entitled as of the termination date under
Cash America’s employee and/or executive benefit plans and
arrangements generally, determined in accordance with the terms and
conditions of such plans and arrangements; and
(D) Executive’s right to
exercise stock options and Executive’s rights in other equity
arrangements, if any, will remain governed by the terms and
conditions of the appropriate equity plan and the underlying award
agreements.
For
purposes of this Agreement, “Continued Compensation”
means the product of three times the sum of (i) the amount of
Executive’s Annual Base Salary (at the rate of Annual Base
Salary in effect immediately before Executive’s termination
of employment or, if earlier, the occurrence of any event that
could have been a Good Reason event), plus (ii) the average
annual cash bonuses or other cash incentive compensation Cash
America paid or made payable to Executive under Section 4(b) for
the 3 calendar years immediately preceding the year in which
Executive’s employment terminates.
Notwithstanding the foregoing, Cash America’s obligation to
pay the amounts described in subsections (A) and
(B) hereof is expressly conditioned on both
(i) Executive’s compliance, and continuing compliance,
with the terms of the restrictive covenants set forth in
Sections 7, 8, 9, and 10, and (ii) Executive entering
into, and not revoking (and the expiration of any time period
during which revocation is permitted), on or before the date on
which any such payment is to be made, a release in favor of Cash
America and its affiliates, in such form and terms as Cash America
may reasonably determine.
(c) Termination Without
Just Cause .
(i) Termination . Cash
America, in its sole discretion, may terminate Executive’s
employment hereunder without Just Cause (as defined below), at any
time by giving Executive 30 days’ prior written notice
of Cash America’s intent to terminate Executive’s
employment as of a specified date; provided, during all or any part
of the remaining Term, Cash America, in its sole discretion, may
modify, reduce or eliminate Executive’s duties
hereunder.
(ii) Termination Pay and
Benefits . If Cash America (x) terminates
Executive’s employment hereunder without Just Cause before
the end of the Term, or
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(y) does
not extend the Term (whether following the Initial Term or any
successive Contract Year that is part of the Term), Executive will
be entitled to receive the following compensation and
benefits:
(A) An amount equal to the total of
(i) the amount of Executive’s Annual Base Salary (at the
rate of Annual Base Salary in effect immediately before
Executive’s termination of employment or, if earlier, the
occurrence of any event that could have been a Good Reason event)
for the remainder (if any) of the Contract Year during which
Executive’s termination is effective, and (ii) an amount
equal to 7/36ths of Executive’s Continued Compensation. Such
total amount will be payable to Executive in a lump sum on the
first day of the 7 th full calendar
month immediately following the date of Executive’s
Separation from Service;
(B) An amount equal to 29/36ths of
Executive’s Continued Compensation, with such amount to be
payable on a prorata basis over a 29 month period beginning on
the first day of the 8 th full calendar
month immediately following the date of Executive’s
Separation from Service, with such prorata payments to be made at
the frequency and timing applicable from time to time under Cash
America’s standard payroll practices and policies for salary
payments to active senior executive officers;
(C) All other amounts and benefits to
which Executive may be entitled as of the termination date under
Cash America’s employee and/or executive benefit plans and
arrangements generally, determined in accordance with the terms and
conditions of such plans and arrangements; and
(D) Executive’s right to
exercise stock options and Executive’s rights in other equity
arrangements, if any, will remain governed by the terms and
conditions of the appropriate equity plan and the underlying award
agreements.
Notwithstanding the foregoing, Cash America’s obligation to
pay the amounts described in subsections (A) and
(B) hereof is expressly conditioned on both
(i) Executive’s compliance and continuing compliance
with the terms of the restrictive covenants set forth in
Sections 7, 8, 9 and 10, and (ii) Executive entering
into, and not revoking (and the expiration of any time period
during which revocation is permitted), on or before the date on
which any such payment is to be made, a release in favor of Cash
America and its affiliates, in such form and terms as Cash America
may reasonably determine.
(d) Termination With Just
Cause .
(i) Termination . Cash America
may immediately terminate Executive’s employment hereunder
for Just Cause (as defined below) at any time upon delivery of
written notice to Executive.
(ii) “ Just Cause
”. For purposes of this Agreement, the phrase “Just
Cause” means that, in the sole discretion of the Board, any
of the following have occurred or exist: (A) Executive’s
fraud, gross malfeasance, gross negligence, or willful
misconduct,
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with respect to
Cash America’s business affairs; (B) Executive’s
refusal or repeated failure to follow Cash America’s
established reasonable and lawful policies;
(C) Executive’s breach of this Agreement; (D)
Executive’s conviction of a felony involving moral turpitude;
(E) any intentional misapplication by Executive of Cash
America’s funds, or any material act of dishonesty committed
by Executive; or (F) Executive’s unlawful use or
possession of any controlled substance or Executive’s abuse
of alcoholic beverages. A termination of Executive for Just Cause
based on clause (A), (B) or (C) of the preceding sentence
will take effect 30 days after Executive receives from Cash
America written notice of its intent to terminate Executive’s
employment and Cash America’s description of the alleged
cause, unless Executive, in the opinion of the Board, during such
30-day period, makes significant progress toward remedying (and as
soon as practicable thereafter, substantially completes the remedy
of) the events or circumstances constituting Just Cause; a
termination of Executive for Just Cause based on clause (D),
(E) or (F) of the preceding sentence will take effect
immediately.
(iii) Termination Pay and
Benefits . If Executive’s employment hereunder is
terminated by Cash America for Just Cause, Cash America will be
required to pay to Executive only (A) Executive’s Annual
Base Salary earned through the date of termination, (B) all
bonuses earned and vested under Section 4(b) on or before the date
of termination, and (C) to the extent provided under the terms
of any benefit plan or this Agreement, the vested portion of any
benefit under such plan or this Agreement earned through the date
of termination. Executive’s right to exercise stock options
and Executive’s rights in other equity arrangements, if any,
will remain governed by the terms and conditions of the appropriate
equity plan and the underlying award agreements.
(e) Termination Due to
Death or Disability .
(i) Death . Execu
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