EX-10.23




 Exhibit 10.23 

 
 



 
 January 10, 2012 
 Patrick Joseph Venezia 
 5414 North Shore 
 Mason, Ohio 45040 
 Dear Joe: 
 I am pleased to confirm our offer of employment to join TMX Finance LLC, and its wholly-owned subsidiaries (the “Company”). 
 Your responsibilities have been outlined during your discussions with us. In making this offer, we express not only our recognition of your credentials and accomplishments but also our enthusiasm of
you joining the Company. The following information explains the provisions of our offer of employment: 
 EMPLOYMENT TERMS 

 

			
	Position:	  	President
		
	Status:	  	Exempt
		
	Manager:	  	Chief Executive Officer
		
	Start Date:	  	Employment to begin no later than February 5, 2012

 Base Salary: Your initial starting salary for this position will be $19,230.77 per pay period ($500,000.00 if
calculated on an annualized basis), to be paid in accordance with the Company’s regular payroll practices. The Company currently pays on a bi-weekly basis. Your base salary will increase at an annualized rate of $25,000.00 per year on each
anniversary of your start date, up to and including the fifth anniversary of your start date, provided that you remain employed by the Company on each such date. Following your fifth year of employment, if applicable, you and the Company will meet
and review your base salary. 
 Monthly Bonus: During your employment with the Company, you will be eligible to receive a monthly bonus
if, as determined by the CEO in his sole and absolute discretion, your performance meets the standards established by the CEO for your position (the “Bonus”). The Bonus, if any, will be calculated as a fixed percentage of the
Company’s EBITDA for the immediately prior calendar month, as determined in the Company’s sole and absolute discretion. For purposes of calculating the Bonus, the fixed percentage will equal 0.25% for up to the first five (5) years of
your employment, if applicable. Following your fifth year of employment, if applicable, you and the Company will meet and review your bonus percentage. “EBITDA” means the Company’s consolidated earnings before interest, taxes,
depreciation, and amortization as determined by the Company in its sole and absolute discretion. You will not receive any Bonus if, for any reason, you are not employed on the last day of the calendar month for which the Bonus is to be paid. The
Bonus, if any, will be subject to all applicable withholdings, and paid on the second Company payroll date of the month following the month for which the Bonus is to be paid. 


 Separation Pay: 
 (1) If your employment is terminated by the Company Without Cause less than twelve (12) months from your start date, the Company will pay you, following your separation from service, a separation
payment equal to eighteen (18) months of your base salary, divided and paid in bi-weekly installments over eighteen (18) months in accordance with the Company’s current payroll schedule, beginning with the first Company payroll date
that is at least sixty (60) days following the date of your termination, provided that you have complied with the Conditions (defined below); or 
 (2) If your employment is terminated by the Company Without Cause or voluntarily terminated by you for any reason, in either case, at least twelve (12) months following your start date, the Company
will pay you, following your separation from service, a separation payment that is equal to the greater of (i) eighteen (18) months of your base salary, or (ii) an amount based on the Company’s EBITDA (as defined above) for the
calendar year immediately preceding the year in which separation occurred, calculated as follows: EBITDA x 0.5% (Value of Separation) x Vesting Percentage. The Value of Separation will increase 0.1% on the second (2nd) anniversary of your employment, and increase an additional
0.1% on the third (3rd) and fourth (4th) anniversaries of your employment. For purposes of this
calculation, your Vesting Percentage will equal: (a) 66% if the termination occurs at least twelve (12) months, but less than twenty four (24) months, following your start date; and (b) 100% if the termination occurs at least
twenty four (24) months following your start date. Notwithstanding the foregoing, if a Change of Control (as defined below) occurs prior to the date of your termination, your Vesting Percentage shall equal 100% as of the date such Change of
Control is consummated. The separation payment shall be divided and paid in separate monthly installments over a period of twenty four (24) months on the first business day of each month, beginning with the first such date that is at least
sixty (60) days after the date of your termination, provided you have complied with the Conditions (defined below). 

  
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 The Company’s obligation to provide any of the separation payments described above in this letter
shall be conditioned upon: (i) your execution and non-revocation of a Separation & Release Agreement in a form prepared by the Company, and which has become irrevocable and includes, but is not limited to, your release of the Company
from any and all liability and claims of any kind; and (ii) your compliance with all of your post-termination obligations to the Company, including, but not limited to, the obligations set forth in the Employment Covenants Agreement executed by
you upon commencement of your employment with the Company ((i) and (ii) collectively, the “Conditions”). If you do not execute, comply with, and refrain from revoking an effective Separation & Release Agreement as set forth
above, the Company shall not be obligated to provide any payments or benefits to you pursuant to this letter or otherwise. The Company’s obligation to provide you with any of the separation payments set forth above shall terminate immediately
upon any breach by you of any post-termination obligations to which you are subject. 
 As an at-will employee, your employment may be
terminated at any time and for any reason, including any one of the following events: (1) mutual agreement between you and the Company; (2) your death; (3) you are unable to perform the essential functions of your job even with
reasonable accommodation, as determined in the Company’s sole and absolute discretion; (4) For Cause, which means a termination of your employment by the Company because of any one of the following: (i) your failure or refusal to
follow the lawful direction of the CEO; (ii) your breach of your fiduciary duty to the Company; (iii) your failure or refusal to perform your duties to the Company; (iii) any act or omission by You which injures, or is likely to
injure, the Company or the business reputation of the Company; (iv) your dishonesty, fraud, negligence, or misconduct; (v) your failure to abide by the policies, procedures, and rules of the Company; (vi) your failure to abide by laws
applicable to you in your capacity as an employee, executive, or officer of the Company; (vii) your arrest, indictment for, conviction of, or entry of a plea of guilty or no contest to (1) a felony, or (2) a crime involving moral
turpitude; or (viii) your breach of any agreement with the Company, including, but not limited to, a breach of the Employment Covenants Agreement executed by you upon commencement of your employment; (5) your resignation; and
(6) termination by the Company Without Cause, which means any termination of employment by the Company which is not defined in subclauses (1) through (5) above. 
 A “Change in Control” means the occurrence of any one of the following events: 
 (a) any
person or persons (in each case, excluding Tracy Young, any family member of Tracy Young or any entity owned 100% by Tracy Young) acting as a group (within the meaning of Treasury Regulation § 1.409A-3(i)(5)(v)(B)) acquires (or has acquired
during the 12-month period ending on the date of the most recent acquisition by such person or persons), directly or indirectly, either (i) 50% or more of the then-outstanding membership interests of the Company or (ii) securities of the
Company representing 50% or more of the combined voting power of the Company’s then-outstanding securities eligible to vote for the election of managers or directors (the “Company Voting Securities”); provided, however, that for
purposes of this subsection (a), the following acquisitions of membership interests or the Company Voting Securities shall not constitute a Change in Control: (A) an acquisition by the Company or an affiliate of the Company, (B) an
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an affiliate of the Company, or (C) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (b) below); or

 (b) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving
the Company or a subsidiary of the Company (a “Reorganization”), or the sale or other disposition of all or substantially all of the assets of the Company’s subsidiaries (a “Sale”) or the acquisition of assets or stock of
another corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (i) all or substantially all of the individuals and entities who were the beneficial owners of the
outstanding Company membership interests and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of the then outstanding membership interests or
shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of managers or directors, respectively, as the case may be, of the entity resulting from such Reorganization,
Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or membership interests either directly or through one or more
subsidiaries, the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding membership interests and the outstanding Company Voting
Securities, as the case may be, and (ii) no person (other than (A) the Company or any affiliate of the Company, (B) the Surviving Entity or its ultimate parent entity, (C) Tracy Young, (D) any family member of Tracy Young,
(E) any entity owned 100% by Tracy Young or (F) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the beneficial owner, directly or indirectly, of 50% or more of the total membership interests
or common stock or 50% or more of the total voting power of the outstanding voting securities eligible to elect managers or directors of the Surviving Entity (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in
(i) and (ii) above shall be deemed to be a “Non-Qualifying Transaction”). 
 
 Section 409A: This letter is intended to be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is exempt from,
or, if that is not possible, then compliant with the requirements of Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any
applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided pursuant to this letter is not warranted or guaranteed. Neither the Company nor its managers, officers, employees, or
advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by you as a result of the application of Section 409A of the Code. Any right to a series of installment payments pursuant to this letter shall, for
purposes of Section 409A of the Code, be treated as a right to a series of separate payments. 

  
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 All reimbursements and in-kind benefits provided under this letter that are includible in your federal
gross taxable income shall be made or provided in accordance with the requirements of Section 409A of the Code, including the requirement that (i) any reimbursement is for expenses incurred during your lifetime (or during a shorter period
of time specified in this letter), (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any
other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense was incurred, and (iv) the right to reimbursement or in-kind benefits
is not subject to liquidation or exchange for another benefit. 
 Additionally, notwithstanding anything in this letter to the contrary, any
separation payments set forth in this letter (to the extent that they constitute “deferred compensation” under Section 409A of the Code and applicable regulations), and any other amount or benefit that would constitute non-exempt
“deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of the termination of your employment, will not be payable or distributable to you by reason of
such circumstance unless the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to
any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that
constitutes a Section 409A-compliant “separation from service.” 
 In the event that you are a “specified employee” (as
described in Code Section 409A), and any payment or benefit payable pursuant to this letter constitutes deferred compensation under Code Section 409A and would otherwise be payable upon your “separation from service” (as
described in Code Section 409A), then no such payment or benefit shall be made before the date that is six (6) months after your “separation from service” (or, if earlier, the date of your death). Any payment or benefit delayed
by reason of the prior sentence (the “Delayed Payment”) shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 

Paid Time Off: Pursuant to current Company policy, you will begin to accrue 3.69 hours of Paid Time Off (PTO) per pay period upon
commencement of employment for a total of 12 days per year. Further, you are preapproved for 3 PTO days to relocate to Savannah, GA. 

Health Insurance: You will be eligible to participate in the Company group benefits plan in accordance with the terms and conditions
of such plan. Your benefit coverage will be effective on the first day of the month following six (6) months of continuous employment. You will receive additional enrollment information prior to your start date. 

401k Plan: All employees are currently eligible to participate in the 401k plan during the first open enrollment held six
months after your start date. Open enrollments are held four times per year. If you are a participant in the plan, after one (1) full year of service, the Company will match 50% up to 6% of your earnings. You must be an
active employee on December 31st of the plan year for
which the match is calculated.  
 Relocation:
 (1) The Company will pay for the packaging and shipping of your household goods from Mason, Ohio to Savannah, Georgia through Bekins Moving Company, in accordance with the policies and
procedures of the Company. The Company will provide you with the appropriate contact and website information in order to facilitate your move directly with Bekins, and all moving costs will be billed directly to the Company; 

(2) The Company will pay for two house hunting trips to include travel or mileage, hotel, and meals. 

(3) The Company will pay up to a maximum of seven percent (7.0%) (net) of the sales price of your home in Mason, Ohio (but not to exceed $50,000)
for realtor fees, loan origination fees, or other real estate expenses directly associated with your relocation; and 
 (4) The Company will
offer you the Gordon Street Corporate condominium for up to six (6) months. Please note, the costs associated with the corporate condominium will be applied to your employment wages as a taxable relocation expense and at year end will be
applied to your total wages and the Company will absorb the tax implications associated with the condominium during that time period. Alternatively, the Company will provide a temporary housing allowance up to $2,500 per month for six
(6) months, subject to all applicable payroll taxes (items 1 through 4 above collectively, the “Relocation Expenses”). 
 

Relocation Repayment: In the event your employment with the Company is terminated by the Company For Cause, or by you voluntarily (excluding upon
your death or disability, as defined above), within a period of twelve (12) months from your start date, you shall reimburse the Company, immediately upon demand, all Relocation Expenses. To the extent any such reimbursement by you creates
additional federal or state income tax liabilities to the Company, you will pay an additional amount to the Company sufficient to offset such liabilities. In the case that your employment is involuntarily terminated by the Company Without Cause
within the first 12 months of your employment, you will not be obligated to repay any of the Relocation Expenses. 

  
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 Non-Competition: On your first day of employment, and as a condition of your employment with the
Company, you will be required to sign the attached Employment Covenants Agreement. Any payments due hereunder would be contingent upon your remaining in compliance with the Employment Covenants Agreement. 

I-9 Form: On your first day of employment and as a condition of employment with the Company, you will be required to satisfactorily complete an
I-9 form and provide documentation that you are authorized to work in the United States. 
 Set Off: If you have any outstanding
obligations to the Company upon termination of your employment for any reason, this letter confirms that you authorize the Company to deduct any amounts owed to the Company from your paychecks, bonuses, final paycheck, and/or any amounts that would
otherwise be due to you, except to the extent such amounts constitute “deferred compensation” under Internal Revenue Code Section 409A. Nothing in this paragraph will limit the Company’s right to pursue means other than or in
addition to deduction to recover the full amount of any outstanding obligations to the Company. 
 The Company’s policies and plan
documents govern benefits provided to employees and should be consulted for the details of the plan. The benefits described in this letter are provided for informational purposes only. At the Company’s discretion, policies and benefits may be
changed at any time, and this letter does not establish any vested rights in benefits. This letter does not create a contract of employment or a contract for benefits. 
 Your employment relationship with the Company is at the will of either party, meaning that your employment with the Company will continue until the employment relationship is terminated by
the Company or you. You may terminate your employment at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time with or without cause or advance notice. This
at-will employment relationship between the Company and you cannot be changed except in writing signed by the Company’s Chief Executive Officer. Nothing contained in this offer of employment shall be construed as guaranteeing employment for a
specific period of time or for future employment. Your employment is subject to all policies and procedures of the Company. 
 As with all
employment offers, this offer is contingent upon your completion of the Company’s complete application process, including, but not limited to satisfactory completion of a background check. 

It is the Company’s policy not to infringe upon the proprietary information, trade secrets, or confidential information of third parties. In
addition, it is the Company’s policy not to interfere with their parties contractual or business relations. Therefore, I also write to confirm that you have represented and warranted that you are not subject to any agreement that would prevent
you from performing your duties for the Company, and that you are not subject to or in breach of any non-disclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party. Please notify the
undersigned immediately if you are subject to a confidentiality, non-compete, or non-solicitation agreement that may restrict your activities at the Company. Finally, I write to confirm that, during your employment with the Company, you will not
use, disclose, or reverse engineer (i) any confidential information or trade secrets of any former employee or third party, or (ii) any works of authorship developed in whole or in part by you during any former employment or for any
other party, unless authorized in writing by the former employer or third party. 
 The laws of the State of Georgia shall govern this letter.
If Georgia’s conflict of law rules would apply another state’s laws, you and the Company agree that Georgia law shall still govern. You agree that any and all claims arising out of or relating to this letter shall be brought in a state or
federal court of competent jurisdiction in Georgia. You consent to the personal jurisdiction of the state and/or federal courts located in Georgia. You waive (a) any objection to jurisdiction or venue, or (b) any defense claiming lack of
jurisdiction or improper venue, in any action brought in such courts. 
 This document supersedes all prior verbal and written compensation
discussions and agreements. This document may not be amended or modified except in writing signed by both you and the Company’s CEO. 

Formalities aside, I am very pleased to offer you this position, and I look forward to you becoming part of our Team. Please don’t hesitate to
give me a call if you have any questions on any of the above. 
 
  

							
	Sincerely,	 		 	Acknowledged and agreed:
	



	 		 	 





	Tracy Young	 	 	Patrick Joseph Venezia
	Chief Executive Officer	 		 	  
 Date:
	 	 1/11/12



  
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