Mr. Roy
Hibberd
One Vista Court
Englishtown, NJ 07726
We are pleased
to confirm our offer to you for the position of SVP-Franchise
Relations for We The People USA, Inc., and, SVP and General Counsel
for Dollar Financial Group, Inc. (“Dollar”). Should you
accept our offer, your compensation and benefits package shall be
as follows:
COMPENSATION $210,000 annual base salary. Base salary will be
reviewed annually.
EQUITY Executive shall participate in all equity plans
and grants commensurate with similarly situated executives of
Dollar.
BONUS As additional compensation for your services,
Dollar shall pay or cause one of its subsidiaries to pay a cash
bonus with respect to each fiscal year payable within thirty (30)
days after the conclusion of the financial audit of the relevant
fiscal year.
The actual
bonus due shall be determined based on the achievement by Dollar of
target annual income before interest, income taxes, depreciation,
amortization and management fees (“EBITDA”) as
determined by the aforesaid independent audit. EBITDA targets shall
be determined by the board of directors of Dollar, in good faith,
and shall be adjusted equitably for acquisitions, divestitures or
other significant events occurring in the fiscal year.
The amount of
the bonus due shall be a percentage of your base salary, with the
percentage determined as follows: (a) if Dollar achieves
EBITDA of greater than or equal to 95% of target EBITDA, 20% of
base salary plus 4% of base salary for each 1% that EBITDA exceeds
95% of target EBITDA, up to a maximum of 20% of base salary
(bringing the total cash bonus payable under section (a) to a
total of 40% of base salary if Dollar achieves 100% of target
EBITDA); plus (b) if Dollar achieves EBITDA of greater than or
equal to 101% of target EBITDA, 2% of base salary for each 1% that
EBITDA exceeds 100% of target EBITDA, up to a maximum of 10% of
base salary. Thus, by way of example, if Dollar achieves EBITDA of
105% of target, Executive’s bonus will be 20% + 20% +10% =
50% of base salary. Should your employment terminate for any
reason, no bonus compensation for the year in which termination or
resignation occurs shall be payable.
Regardless of
whether an EBITDA target is achieved, no bonus compensation will be
paid or payable if Dollar has defaulted or is not current on its
debt payment obligations under any of its then outstanding credit
facilities, indentures or other debt instruments; provided, that
such withheld compensation shall be paid if such default is of a
technical and non-substantive nature and is cured within thirty
(30) days of notice thereof.
AUTO
ALLOWANCE Dollar agrees
to a monthly car allowance of $750.
RELOCATION
ALLOWANCE Dollar agrees
to reimburse moving-related expenses per the attached relocation
policy. This allowance will be available to Executive for at least
36 months from date of employment, unless extended further by
mutual agreement.
TERMINATION a) Change in control : In the event
that your employment is terminated by Dollar in relation to a
Change of Control (as defined herein), or you terminate your
employment for Good Reason (as defined herein), you shall be paid
your Base Salary in equal installments in accordance with past
payroll practices of Dollar for eighteen months following the date
of your termination, at a rate equal to 100% of your Base Salary in
effect on the last day of your employment with Dollar.
For purposes of
this Agreement, a Change of Control shall be deemed to have
occurred if and when:
i) a person or
entity other than Green Equity Investors II, L.P., or any
affiliate, related party or entity controlled by Leonard Green
& Partners, L.P., or sponsored fund thereof (collectively
“GEI II”) owns equity securities having at least 51% of
the voting power of Dollar (or any successor or surviving
entity);
ii) either DFG or
Dollar becomes a subsidiary of an entity unaffiliated with GEI II
or shall be merged or consolidated into another entity and the
voting power of the surviving entity is owned at least 51% by a
person or entity other than GEI II; or
iii) all or
substantially all of the assets of either DFG or Dollar shall have
been sold to a party or parties the equity of which is owned at
least 51% by a person or entity other than GEI II.
b)
Termination other than for cause : In the event that your employment is
terminated by Dollar, other than for Cause (as defined herein), you
shall be paid your Base Salary in equal installments in accordance
with past payroll practices of Dollar for nine months following the
date of your termination, at a rate equal to 100% of your Base
Salary in effect on the last day of your employment with Dollar. In
addition, you shall be paid your Base Salary in equal installments
in accordance with past payroll practices of Dollar for nine months
following the date which is nine months from your termination date
at a rate equal to 50% of your Base Salary in effect on the last
day of your employment with Dollar.
For purposes of
this Agreement, cause shall be defined as
i)
Executive’s failure to cure or remedy any material
mismanagement or gross negligence in the management of
Employer’s business within fifteen (15) days after
written notice by Employer of such mismanagement or
negligence;
ii)
Executive’s willful refusal, after written notice by
Employer, to cure within a period of fifteen (15) days any
material breach of this Agreement or failure to perform any
material obligation set forth herein;
iii) an act of
fraud, theft, dishonesty or deceit committed against the Employer,
including any intentional material misrepresentation to the board
of directors of Dollar; or
iv) a final
non-appealable adjudication in a criminal or civil proceeding
(including any settlement or plea of nolo contendere) that
Executive has committed a fraud, dishonest act, an act of moral
turpitude or any other felony relating to or adversely affecting
Executive’s employment, the business of the Employer or the
ability of Executive to perform his obligations herein).
c)
Termination by Executive for Good Reason
: Executive shall have the right to
terminate his employment upon 30 days notice to the Company
for the occurrence of any of the following events which
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