exv10w1






Exhibit 10.1




EZCORP®




Employment and Post-Employment Agreement




PURPOSE



This document sets forth the terms of an agreement (the Agreement) between EZCORP, Inc.
and Texas EZPAWN, L.P. (collectively the “Company”) and Robert A. Kasenter. Its purpose is to
confirm certain terms of employment with Mr. Kasenter, as well as certain post-employment
arrangements. Nothing in this Agreement is intended to change the terms and conditions of any
prior Restricted Stock Agreement between Mr. Kasenter and the Company.




TERM OF THE AGREEMENT



The employment portions of this Agreement will be effective for the period January 1, 2010
through October 4,, 2010. The post-employment portions of the Agreement will be effective for
the period October 5, 2010 through September 30, 2013.




GENERAL TERMS OF EMPLOYMENT COMPENSATION



All of Mr. Kasenter’s benefits and compensation plans in effect on January 1, 2010 will
remain unchanged through October 4, 2010. In the event of Mr. Kasenter’s death or disability
during this employment period, he (or in the event of his death, his spouse) will receive a
payment equal to one year of his base salary and target bonus, and he or his spouse will be
provided continued coverage in the Company’s healthcare plan (under COBRA and at the COBRA
rate) for a period of one year following such termination, during which time the Company will
reimburse him or his spouse for COBRA costs.




POST-EMPLOYMENT ARRANGEMENTS



In consideration for his agreement to provide continued expertise and knowledge to the
Board of Directors and in return for his agreement to the non-compete and non-solicitation
provisions described below, Mr. Kasenter will receive the following:





	 	1.	 	A consulting agreement, following his retirement on October 4, 2010, to
perform certain business-related services for the Company, consistent with his
experience and stature. Under this consulting agreement, Mr. Kasenter will be
assigned appropriate duties as an independent contractor during the period October 5,
2010 through September 30, 2013. In return for the performance of these duties, he
will receive an annual fee of $375,000, such fee to be payable in equal monthly
installments. The Company will also reimburse Mr. Kasenter for reasonable business and
travel expense incurred in the performance of such duties and will provide him with
reasonable offsite office space, furniture and administrative support.
	 
	 	 	 	After its initial term of three years, the consulting agreement may be extended for
additional 12 month periods by mutual consent of both parties. Should Mr. Kasenter’s
consulting arrangement with the Company be prematurely terminated by his death or
disability, a sum equal to one year of the annual consulting fee will be paid to him, or
to his spouse or his estate, within 30 days of such event.






	 	2.	 	A restricted stock grant of 30,000 shares of EZCORP Class A non-voting shares
within 30 days following appointment of a trained replacement for Mr. Kasenter in his
role as manager of EZCORP’s
Human Resources function provided such replacement has been approved by the CEO of
EZCORP and its Board of Directors. The vesting periods for these shares will be as
follows:





* 10,000 shares on September 30, 2011

* 10,000 shares on September 30, 2012

* 10,000 shares on September 30, 2013




In the event of Mr. Kasenter’s death or disability, all unvested shares
will immediately vest.



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EZCORP®





	 	3.	 	Continued participation in the Company healthcare plan under COBRA (or a
comparable healthcare plan) for Mr. Kasenter and his spouse for the term of his
consulting agreement, during which time the Company will reimburse him for such costs.
Should Mr. Kasenter’s consulting agreement be prematurely terminated by his death or
disability, he or his spouse will be provided continued coverage in the healthcare
plan for a period of one year following such termination, during which time the
Company will continue to reimburse him or his spouse for COBRA costs.





NON-COMPETITION AND NON-SOLICITATION



For a period of twenty-four months after the termination of Mr. Kasenter’s employment or
consulting agreement with the Company, he will not directly or indirectly be employed by, have
ownership in, consult with, serve as an advisor to or, in any way, be associated with a
Competing Business, without the written approval by the Board of Directors of EZCORP.



For a period of twenty-four months after the termination date of such employment or consulting,
he will not recruit, hire or attempt to recruit or hire, directly or by assisting others, any
employee of the Company with whom he had contact during his employment with the Company.



Any questions concerning the provisions of this Agreement will be settled under Texas law. Good
faith disputes or controversy arising under, or in connection with, this Agreement will be
settled by arbitration. If arbitration is necessary, such proceeding shall be conducted by
final and binding arbitration before an independent arbitrator, selected in accordance with
Texas law and under the administration of the American Arbitration Association.



The undersigned agree to this Employment and Post-Employment Agreement and the individual
terms herein.
















	 	 	 	 	 	 	 
	/s/ Robert A. Kasenter

	 	 
	 	/s/ Sterling B. Brinkley
	 	 
	 

	 	 	 	 	 	 
	Robert A. Kasenter,

	 	 	 	Sterling B. Brinkley	 	 
	Senior Vice President

	 	 	 	Chairman of the Board	 	 
	EZCORP

	 	 	 	EZCORP	 	 
	 
	 	 	 	 	 	 
	2/11/10

	 	 	 	2/8/10	 	 
	 

	 	 	 	 	 	 
	Date

	 	 	 	Date	 	 







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