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EXECUTIVE EMPLOYMENT AGREEMENT

Employee Retention Agreement

EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: CASH AMERICA INTERNATIONAL INC | Cash America Holding, Inc | Cash America Management LP You are currently viewing:
This Employee Retention Agreement involves

CASH AMERICA INTERNATIONAL INC | Cash America Holding, Inc | Cash America Management LP

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Title: EXECUTIVE EMPLOYMENT AGREEMENT
Date: 5/6/2008
Industry: Misc. Financial Services     Sector: Financial

EXECUTIVE EMPLOYMENT AGREEMENT, Parties: cash america international inc , cash america holding  inc , cash america management lp
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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.   CAM is a management company affiliated with CAI that, among other things, performs management and administrative services for CAI and its affiliates.
 
B.   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”).
 
B.   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.
 
C.   CAM wishes to retain Executive through the term of this Agreement.
 
D.   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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