exv10w28





 EXHIBIT 10.28

January 16, 2009




Mr. Michael D Gaston

4317 Woodwick Court

Fort Worth, Texas 76109





	 	Re: 	 	Retirement and Separation of Employment




Dear Mike:




     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:




	(1)	 	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)	 	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.
	 
	(3)	 	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
21st and September 18th 2009.
	 
	(4)	 	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).
	 
	(5)	 	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 6th and February
20th 2009.
	 
	(6)	 	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.
	 
	(7)	 	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.






	(8)	 	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.
	 
	(9)	 	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.
	 
	(10)	 	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.
	 
	(11)	 	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.






	(12)	 	You agree that, for 18 months after your Severance Date, you will not, directly or
indirectly, solicit, recruit or induce any employee, officer, agent or independent contractor
of the Company to terminate such party’s engagement with the Company so as to work for any
person or business which competes with the Company for talent; provided, the restrictions set
forth in this provision will only apply to employees, officers, agents or independent
contractors with whom you had business contact during the 12-month period prior to your
Severance Date.
	 
	(13)	 	You agree that, for 18 months after your Severance Date, you will not, on your own behalf or
on behalf of any other person or entity (including without limitation any entity that you may
form, join, consult with, provide services or assistance to or on behalf of, or otherwise
become affiliated with), compete with the Company anywhere within the Territory by providing
management or consulting services similar to those you provided to the Company with respect to
any products or services similar to those offered (or under development) by the Company on
your Severance Date (“Company Products and Services”). For purposes of this Agreement, the
term “Territory” will mean any territory in which the Company offers Company Products or
Services on the Severance Date, plus any additional territory into which the Company has
actively and directly sought to expand during the 12-month period preceding the Severance Date
in which you were involved.
	 
	(14)	 	You agree that, for 18 months after your Severance Date, you will not, on your own behalf or
on behalf of any other person or entity, solicit, initiate contact, call upon, 




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	 	 	initiate
communication with or attempt to initiate communication with any customer or client of the
Company or any representative of any customer or client of the Company, with a view to
providing Company Products and Services to such clients or customers; provided, the
restrictions set forth in this provision will apply only to customers or clients of the
Company with whom you had contact within the 12-month period prior to your Severance Date.






	(15)	 	You acknowledge and agree that the provisions hereof relating to confidential and proprietary
information, nonsolicitation of employees and agents, noncompetition, and nonsolicitation of
customers and clients (collectively, the “Covenants”) are reasonable and valid and do not
impose limitations greater than those that are necessary to protect the business interests and
confidential information of the Company. You expressly agree and consent that, and represent
and warrant to the Company that, the Covenants will not prevent or unreasonably restrict or
interfere with your ability to make a fair living. You agree that the invalidity or
unenforceability of any one or more of the Covenants, or any part thereof, will not affect the
validity or enforceability of the other Covenants, all of which are inserted conditionally on
their being valid in law. In case any one or more of the Covenants contained in this
Agreement shall be held to be invalid, illegal or unenforceable in any respect for any reason,
such invalidity, illegality or unenforceability shall not affect any other provision hereof,
and this Agreement shall be construed as if such invalid, illegal or unenforceable Covenant
had never been contained herein. You also agree that in the event any court of appropriate
jurisdiction should determine that any portion or provision of any Covenant is invalid,
unenforceable or excessively restrictive, you and the Company will request such court to
rewrite such Covenant in order to make such Covenant legal, enforceable and acceptable to such
court to the maximum extent permissible under applicable law. You agree that the Covenants
contained in this Agreement are severable and divisible; that none of such Covenants depends
on any other Covenant for its enforceability; that such Covenants constitute enforceable
obligations between you and the Company; that each such Covenant will be construed as an
agreement independent of any other Covenant of this Agreement; and that the existence of any
claim or cause of action by one party to this Agreement against the other party to this
Agreement, whether predicated on this Agreement or otherwise, will not constitute a defense to
the enforcement by any party to this Agreement of any such Covenant.
	 
	 	 	You agree that any remedy at law for any breach of the Covenants will be inadequate and that
the Company will be entitled to apply for injunctive relief in addition to any other remedy
the Company might have under this Agreement or applicable law.
	 
	 	 	You acknowledge that, in addition to seeking injunctive relief, the Company may bring a
cause of action against you for any and all losses, liabilities, damages, deficiencies,
costs 




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	 	 	(including, without limitation, court costs), and expenses (including, without
limitation,
reasonable attorneys’ fees), incurred by the Company and arising out of or due to any breach
of any of the Covenants. In addition, you agree that either party may bring an action
against the other for breach of any other provision of this Agreement.






	(16)	 	This Agreement is intended to comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended, and guidance issued thereunder (“Section 409A”) and shall be
construed accordingly. Any payments or distributions payable to you under this Agreement upon
your “separation from service” (as defined for purposes of Section 409A) of amounts classified
as “nonqualified deferred compensation” for purposes of Section 409A, and not exempt from
Section 409A, shall in no event be made or commence until six (6) months after such separation
from service. Each payment under this Agreement (whether of cash, property or benefits) shall
be treated as a separate payment for purposes of Section 409A. With respect to payments or
benefits provided under this Agreement that are reimbursements or in-kind payments that are
not exempt from Section 409A, the amount of such payment(s) or benefit(s) during any calendar
year shall not affect payment(s) or benefit(s) provided in any other calendar year, and the
right to any payment(s) or benefit(s) shall not be subject to liquidation or exchange for
another benefit. Any reimbursements under this Agreement shall be paid as soon as practicable
but no later than 90 days after you submit evidence of such expenses to the Company (which
payment date shall in no event be later than the last day of the calendar year following the
calendar year in which the expense was incurred).





     In consideration of the above, including the mutual agreements of the parties hereto and the
payments to be made to you hereunder, the receipt and sufficiency of which are hereby acknowledged
and confessed by you, you (on behalf of yourself and your successors and assigns) voluntarily and
knowingly, fully, completely, and forever release the Company and its officers, directors,
employees, stockholders, and legal successors and assigns of the Company (collectively, “Released
Parties”) from all claims, charges, actions and causes of action, whether now known or unknown,
which you now have, or at any other time had, or shall or may have against those Released Parties
based upon or arising out of any matter, cause, fact, thing, act or omission whatsoever occurring
at any time up to and including the date you sign this Agreement , including, but not limited to,
any claims for claims based upon or arising under: express or implied contract; wages or benefits
owed; covenants of fair dealing and good faith; interference with contract; option grants; wrongful
discharge or termination; employment discrimination of any type; the Texas Commission on Human
Rights Act (“TCHRA”), and any similar statute in other states; the Texas Payday Act, the Texas
Labor Code, and any similar statute in other states; any claim of employment discrimination based
on exercising rights under worker’s compensation laws; Title VII of the Civil Rights Act of 1964,
as amended, 42 U.S.C. § 2000e, et seq. (prohibiting discrimination on account of race, sex,
national origin or religion); the Age Discrimination in Employment Act of 1967, as amended, 29
U.S.C. §§ 621, et seq. (prohibiting



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discrimination on account of age) (ADEA); the Civil Rights Act
of 1991; the Civil Rights Acts
of 1866 and 1871, 42 U.S.C. §§ 1981; Employee Retirement Income Security Act of 1974, as
amended, 29 U.S.C. § 1001, et seq. (ERISA); the Americans with Disabilities Act of 1990, as
amended, 42 U.S.C. §§ 12101-12213 (ADA); the Family and Medical Leave Act, 29 U.S.C. § 2601, et
seq. (FMLA); the Fair Labor Standards Act, 29 U.S.C. § 201, et seq. (FLSA); the Workers’ Adjustment
and Retraining Notification Act (“WARN”); any and all state and federal statutes which prohibit
discrimination or retaliation in employment based on any protected status (including, without
limitation, national origin, race, sex, sexual orientation, disability, workers’ compensation
status, or other protected category) and amendments to these statutes; the common law, negligence,
gross negligence or any other tort claim, including but not limited to, intentional infliction of
emotional distress, negligent infliction of emotional distress, negligence, defamation, assault,
battery, invasion of privacy, false imprisonment, breach of contract, interference with a contract,
interference with contractual relations, civil conspiracy, duress, promissory or equitable
estoppel, defamation, fraud, misrepresentation, wrongful termination, violation of public policy,
retaliation, personal injury, breach of fiduciary duty, loss of consortium, bad faith, and any
federal, state or local laws, statutes, regulations, ordinances, or other similar provisions. You
understand that you are not releasing any claims that arise after the date you sign this Agreement.



     You understand that following the seven-day revocation period, this release will be final and
binding. You promise that you on behalf of yourself and any representative, and any person whose
claims derive from yours, will not pursue any claim that you have settled by this release or file
any lawsuit or other legal proceeding to assert any such claims and you understand and agree that
you will not be entitled hereafter to pursue any claims arising out of any alleged violation of
your rights while employed by the Company, including, but not limited to, claims for back pay,
losses or other damages. If you break any of the promises set forth in the previous sentence, you
agree to pay all of the Company’s costs and expenses (including reasonable attorneys’ fees) related
to the defense of any claims except for claims arising under the Older Workers Benefit Protection
Act (OWBPA) and the ADEA. Although you are releasing claims that you may have under the OWBPA and
ADEA, you understand that you may challenge the knowing and voluntary nature of this release before
a court, the Equal Employment Opportunity Commission (EEOC), or any other federal, state or local
agency charged with the enforcement of any employment laws. You also understand that nothing in
this release prevents you from filing a charge or complaint with or from participating in an
investigation or proceeding conducted by the EEOC or any other federal, state or local agency
charged with the enforcement of any employment laws. You understand, however, that if you pursue a
claim against the Company under the OWBPA and/or the ADEA to challenge the validity of this release
and prevail on the merits of an ADEA claim, a court has the discretion to determine whether the
Company is entitled to restitution, recoupment, or set off (hereinafter “reduction”) against a
monetary award obtained by you in the court proceeding. A reduction never can exceed the amount
you recover, or the consideration you received for signing this release, whichever is less.
Furthermore, you



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give up your right to individual damages or remedies in connection with any
administrative or judicial proceeding with respect to your employment or termination of employment
with the
Company. You also recognize that the Company may be entitled to recover costs and attorneys
fees incurred by the Company as specifically authorized under applicable law.



     You on behalf of yourself and any representative, and any person whose claims derive from
yours, promises that no lawsuit or claim has been or will be filed based on any claims released by
this Agreement. If such a lawsuit or claim has been or is filed, you agree to withdraw or dismiss
such lawsuit or claims upon signing this Agreement; otherwise, you agree to pay all attorneys’ fees
and court costs incurred by the Company or any other released party in defending against the
lawsuit, claim or charge, along with other appropriate damages.



     This Agreement is not an admission on the Company’s part of any liability whatsoever or that
it in any way has acted improperly or unlawfully. The Company specifically denies any liability or
improper or unlawful conduct.



     If any claims are made by or against the Company which arise out of or relate to your
employment with the Company, you agree that you will cooperate fully in the investigation and
defense of such claims, including but not limited to preparation for and providing truthful
testimony.



     This Agreement is intended by you and the Company to be a legally valid and binding agreement.
If any provision of this Agreement if found to be illegal, invalid or unenforceable, such term or
provision shall be severable, and this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision were never a part hereof; the remaining provisions
hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance; and in lieu of such illegal, invalid or unenforceable
provision, there shall be added as part of this Agreement, a provision as similar in its terms to
such illegal, invalid or unenforceable provision, as may be possible and be legal, valid or
enforceable.



     This Agreement shall be construed and enforced in accordance with the laws of the State of
Texas, United States, and venue for any action brought in connection with this Agreement shall lie
in Tarrant County, Texas, U.S.A.



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     The Company wishes you success in your future endeavors.



	 	 	 	 	 
	 	Very truly yours,



Cash America Management L.P.

By its General Partner, Cash America Holding, Inc.

 	 
	 	By:  	/s/ Daniel R. Feehan
 	 
	 	 	Title: Chief Executive Officer 	 
	 	 	 	 



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     I have read the foregoing Agreement, agree to its terms, and acknowledge receipt of a copy of
same, and the sufficiency of the payments recited in it. I understand and acknowledge that I
should seek counsel from an attorney with regard to all aspects of this Agreement (including, but
not limited to the release contained in it) and that I have had a sufficient opportunity to do so.
I hereby voluntarily enter into this Agreement effective as of January 16, 2009, with full
knowledge of its meaning and significance. I acknowledge and warrant that I have been given a
period of at least 21 days within which to consider this Agreement prior to executing it, if I so
desire. This Agreement may be revoked by me for a period of 7 days following its execution. To be
effective, the revocation must be in writing and received by the Company by the expiration of this
seven-day period.



	 	 	 	 	 
	/s/ Michael D. Gaston
 	 	 
	Michael D. Gaston 	 	 
	 	 	 


Date: January 21, 2009





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