Mr. Michael D Gaston
4317 Woodwick Court
Fort Worth, Texas 76109
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Re:
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Retirement and Separation of
Employment
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This letter
agreement and release of claims (the “Agreement”) sets
forth the terms and conditions governing your agreement to retire
from, and the resulting the termination of your employment
relationship with, Cash America Management L.P., and any
relationship with Cash America International, Inc., and their
affiliates and subsidiaries (collectively, the
“Company”). Additionally, it is agreed that this
Agreement sets forth the entire agreement between you and the
Company (the “Parties”) and its predecessors,
directors, officers, employees, agents and representatives relating
to the separation of your employment.
Except as
expressly provided herein, this Agreement is not intended to alter
the form or timing of any severance pay or benefits provided to you
under any prior arrangement, including, but not limited to, the
Cash America International, Inc. Severance Pay Plan for Executives
(the “Severance Plan”) but is intended to provide for
certain modified or additional payments and benefits described
herein. Your separation from the Company under this Agreement is an
Eligible Termination for purposes of Section 2(c) of the Severance
Plan.
Your retirement
and separation from service is effective January 16,
2009 (the “Severance Date”). In consideration of
your separation from service, you and the Company agree to the
following:
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(1)
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If
you agree to and accept the terms contained in this Agreement, you
must sign the Agreement in the space provided below and return one
fully executed original of this Agreement to the Company by
February 9, 2009, which date is more than 21 days
after the date that this Agreement is being delivered to you. If
you elect to sign this Agreement and return an original of it to
the Company, you will have seven (7) days after you deliver
the original of the Agreement to the Company during which you may
revoke your acceptance. If you choose to revoke your acceptance,
you must notify the Company in writing, and the Company must
receive the notification by the expiration of this seven-day
period. If you do not sign this Agreement within the time period
required by law, or if you revoke your acceptance during the
revocation period described above, this Agreement will be of no
further force or effect, and you will not be entitled to any of the
payments or benefits described herein.
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(2)
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Your separation from all offices and
positions held by you in the Company will be effective as of
January 16, 2009 . Your Executive Change-In-Control and
Severance Agreement shall also automatically terminate as of
January 16, 2009.
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(3)
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If
you sign the Agreement in the manner described in paragraph
(1) above and you do not thereafter revoke your acceptance,
the Company will pay to you a single lump-sum payment in the total
gross amount of $393,023.29 (less all applicable
deductions), between August 21 st and September 18
th
2009.
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(4)
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If
you sign this Agreement in the manner described in paragraph
(1) above and you do not thereafter revoke your acceptance,
the Company will pay to you severance pay in the aggregate gross
amount of $397,498.50 (such payments being referred to
herein as the “Salary Continuation Pay”), less
applicable withholdings required by law. The Salary Continuation
Pay is for the period between the Severance Date and June 30,
2010. These payments will commence on the January 23, 2009 pay
date (subject to the expiration of the revocation period of the
Agreement, as described in Section 4 of the Severance Plan),
and will end on the Company’s regularly scheduled payday that
includes payment of wages for the pay period that includes
June 30, 2010. During this period, the Salary Continuation Pay
will be paid in substantially equal installments in accordance with
the Company’s normal payroll practices and policies (as
provided in Section 3(a)(ii)(B) of the Severance
Plan).
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(5)
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If
you sign the Agreement in the manner described in paragraph
(1) above and you do not thereafter revoke your acceptance,
the Company will pay to you in a single lump sum an amount equal to
$21,000.00 , which reflects the value of 160 hours of
vacation. This lump-sum amount will be paid to you between February
6 th and February 20
th
2009.
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(6)
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If
you sign the Agreement in the manner described in paragraph
(1) above and you do not thereafter revoke your acceptance,
the Company will provide group welfare benefits, including, but not
limited to, group medical, dental and vision benefits under the
Company’s group health plan(s) as provided in
Section 3(a)(iii) of the Severance Plan.
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(7)
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This Agreement provides for any and
all payments to you for any reason associated with your employment
with the Company up to and including January 16, 2009 .
Notwithstanding anything in the Severance Plan to the contrary, you
will not be entitled to receive any amounts under any other plan,
program or agreement with the Company (including, without
limitation, incentive pay under the Cash America 2009 Short Term
Incentive Plan or any other incentive plan, Restricted Stock Units
(including the 2008 special award) or any other awards under the
Cash America International, Inc. 2004 Long-Term Incentive Plan, or
any agreement or arrangement providing benefits or payments in the
event of a change in corporate control); and all other benefits
and
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perquisites
that you are currently receiving will cease on January 16,
2009 . The foregoing will not, however, affect any vested
benefits (except for any portion of the Performance Award granted
under your Cash America International, Inc. 2008 Long Term
Incentive Plan Award Agreement that could vest under the Rule of
65, which portion of the award you hereby agree is forfeited) to
which you are entitled after separation under the terms of any
Company benefit or compensation plan in which you are a participant
(including, without limitation, the Company’s Supplemental
Executive Retirement Plan (“SERP”)). The foregoing will
also not affect your receipt of any 2008 Short Term Incentive or
any 2008 contribution to the SERP for which you were eligible as of
December 31, 2008 should such discretionary incentive or
amounts be granted by the Company’s Board of Directors.
Notwithstanding anything herein to the contrary, to the extent
there are any conflicts or inconsistencies between this Agreement
and the Severance Plan, the terms of this Agreement shall
prevail.
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(8)
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You
agree not to say, write, do, authorize or otherwise create or
publish anything that will in any way disparage the Company or any
of its employees. You also agree not to interfere with the
management of the Company through any contact with shareholders,
directors, employees, vendors and others, and not to make any
public or private statements or comments that may have the effect
of disrupting operations of the Company in any way.
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(9)
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It
is further agreed that you will return to the Company, on or before
January 31, 2009 , all Company property currently in
your possession, including without limitation, computers, PDAs,
keys, credit cards, cellular phones, pagers and all papers, lists
and other materials that relate to, or involve, the business of the
Company and that are in your possession or control.
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(10)
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You
further agree to give up any claim to reinstatement with the
Company. You also agree not to apply for re-employment with the
Company or any related Company during the Severance Period.
Following the expiration of the Severance Period, you may apply for
employment and be evaluated along with all other qualified
applicants in accordance with the Company’s hiring policies
and procedures.
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(11)
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You
acknowledge that during the term of your employment you have been
privy to confidential and proprietary information of the Company.
You agree to not disclose to any third party the trade secrets,
proprietary information, marketing strategies, business strategies,
business plans, pricing data, legal analyses, financial
information, insurance information, customer lists, customer
information, creditor files, processes, policies, procedures,
research, lists, methodologies, specifications, software, software
code, computer systems, software and hardware architecture and
specifications, customer information systems, point of sale
systems, management information systems, software
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design and
development plans and materials, intellectual property, contracts,
business records, technical expertise and know-how, and other
confidential and proprietary information and trade secrets of the
Company (collectively, the “Property”), which were
provided to you by the Company and are confidential and proprietary
property of the Company. You further agree not to use any Property
to your personal benefit or the benefit of any third party. You
also agree to return to the Company by your Severance Date all such
Property which is tangible. Notwithstanding the foregoing, the
Property protected hereunder does not include any data or
information that has been disclosed to the public (except where
such public disclosure has been made by you without authorization),
that has been independently developed and disclosed by others, or
that otherwise enters the public domain through lawful means. The
restrictions in this provision are in addition to, and not in lieu
of, any rights or remedies the Company may have available pursuant
to the laws of the State of Texas to prevent the disclosure of
trade secrets and proprietary information. Your obligations under
the nondisclosure provisions hereof (i) will apply to
confidential information that does not constitute trade secrets for
a period of 36 months after your Severance Date, and
(ii) will apply to trade secrets until such Property no longer
constitutes trade secrets.
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(12)
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You
agree that, for 18 months after your Severance Date, you will
not, dir
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