exv10w14



 





Exhibit 10.14




EZCORP, Inc. 2008 Incentive Compensation Plan




PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND ARE BEING FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION IN A CONFIDENTIAL TREATMENT REQUEST UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED. THE SYMBOL “[***] IN THIS EXHIBIT INDICATES THAT INFORMATION HAS BEEN
OMITTED.








FY 2008 Incentive Compensation Program




 









 





FY 2008 Incentive Compensation Program




Policy




It is a policy of EZCORP, Inc. and its wholly owned affiliates (also referred to as “the Company”)
to offer a total compensation package which is commensurate with the job assigned, competitive
within the affiliated industry, and reflective of the value of each individual’s performance and
overall contribution towards the short and long term success of the Company.



As a supplement to the base compensation paid and stock awards granted by EZCORP, the Company
offers the FY2008 Incentive Compensation Program (the “Program”) to reward the accomplishment of
corporate, business unit, and personal objectives for select key associates. This Program is
designed to motivate selected associates to strive for excellence in both Company and specific
personal objectives and provides incentive compensation awards for their achievement.



Objectives




The primary objectives of the EZCORP Incentive Compensation Program are:




	 	1.	 	To provide an incentive for individuals to drive their performance to achieve
strategic Company and personal objectives.
	 
	 	2.	 	To attract, retain and motivate top-quality associates who are able to add
significant value to the Company’s performance.
	 
	 	3.	 	To provide incentive compensation opportunities which are competitive for the
associate levels and the affiliated industry.





Eligibility for Participation




The Compensation Advisory Group (President/CEO, SVP Administration and the SVP & CFO) will
recommend to the Board Compensation Committee, who will approve the positions that will participate
in the Program. Participants are generally selected from positions that typically have
incentive-based compensation components in the industry and from individuals who make meaningful
and substantial contributions to the business. Participation in the Program will be determined
prior to the beginning of the fiscal year. Eligible associates will usually be drawn from:




	 	1.	 	Officers and Executives of the Company.
	 
	 	2.	 	Regional and Corporate Director Level Management
	 
	 	3.	 	Key Management individuals as determined by the Compensation Advisory Group and
approved by the Board Compensation Committee.





Setting of Financial Measurements and Individual Objectives




Company Objective:




The President/CEO will recommend, and the Board of Directors will approve specific financial
measures and set Company Objectives that will be used to determine the incentive awards for the
year.



Individual Objectives:




The Executive Committee will determine overall departmental objectives and assign some or all of
those objectives as Personal Objectives to specific individual participants.



 









 





Awards will be based on the level of attainment of both the Company Objectives and the Personal
Objectives of each participant. However, the Board of Directors will set a minimum financial
threshold that must be attained for any incentive compensation to be paid.



The Company’s Minimum Financial Objective for FY2008 (below which no incentive awards will be made)
will be a net income of:



[***]




Company management will conduct periodic progress reviews with participants during the year in the
monthly Key Performance Review (KPR) meetings to monitor progress and ensure on-going focus and
alignment.



FY 2008 Company Objectives and Incentive Targets 




Net Income will be used to determine actual financial award payouts for FY2008. For purposes of
this Program, “Net Income” is defined as the net income shown on the audited financial statements,
adjusted for any special items, charges and credits, which the Board Compensation Committee, in its
sole discretion, determines are unusual or infrequently occurring events or situations and that
generally do not provide or require cash, and also are not subject to the direct control of
management.



However, the Board Compensation Committee may elect to translate the Company’s Net Income
objectives to “Earnings Per Share” objective and
utilize that Company Objective for specific
participants. For purposes of this Program, “Earnings Per Shares” is defined as the “Net Income”
as defined above divided by the diluted weighted average number of shares outstanding for the year.
The Board Compensation Committee, in its sole discretion, may adjust number of shares used in this
calculation to take into account any unusual special occurrences that may have unfairly impacted
this calculation.



The Company’s net income goal for Incentive Compensation is [***]. The minimum threshold
for any payout is reached at [***] and the maximum payout is achieved at [***].



Based upon these Net Income goals, the Earnings Per Share goals for FY2008 will be a minimum
level of [***] EPS, a target level of [***] EPS, and a maximum level of [***] EPS.



The payout for financial participation for a participant can be read from the following matrix
based on FY2008 “Net Income” and “Earnings Per Share”:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Income
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Bonus Payout
	 	 	50	%	 	 	100	%	 	 	150	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Earning Per Share
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 






FY 2008 Personal Objectives and Incentive Targets





	 	1.	 	The Board Compensation Committee establishes all of the Incentive Compensation Plan
objectives for the Chairman of the Board and the President/CEO. The Chairman of
the Board and the President/CEO do not have Personal Objectives as defined by this Plan and
will have their incentive award determined solely by the achievement of the overall
Company’s Financial Objectives as approved by the Board
Compensation Committee.




 









 






	 	2.	 	The Executive Committee has established Departmental Objectives for FY2008 for all
other participants. Based upon those Departmental Objectives, participants have been
assigned Personal Objectives for the FY2008 Incentive Compensation Program. Except for the
Company Objectives of the Chairman of the Board and the President/CEO, these Personal Objectives
are subject to revisions based upon changing circumstances as deemed appropriate by the
President/CEO throughout the year.
	 
	 	3.	 	The quality of the output of specific Personal Objectives will be a substantial portion
of the payout rating. To ensure consistency in the scoring of the performance in achieving
Personal Objectives by individual participants, the following definitions and payout
structure are provided:





	 	 	 	 	 	 	 
	*

	 	Achieved or exceeds the target goal
	 	 	 	Payout 100%
	 
	 	 	 	 	 	 
	*

	 	Slight miss of the target goal
	 	 	 	Payout 50% to 75%
	 
	 	 	 	 	 	 
	*

	 	Miss minimum target goal
	 	 	 	Payout zero







	 	4.	 	The Personal Objectives portion of the incentive award is maximized at [***] of the
allocated percentage. For participants, other than the Chairman of the Board and the
President/CEO, the Executive Committee will determine scores to be given.
	 
	 	5.	 	The relative weighting of Company and Personal Objectives will be determined based upon
the individual position and the amount of control they have on the achievement of the
Objectives. Therefore, individual participants will have different weighting between
Company and Personal Objectives, as shown in Schedule “A”.





Calculation of Incentive Compensation Payout




The Company Objectives and the Personal Objectives will be scored based upon the actual results
achieved for the Program year. Each participant’s actual payout will be determined using the
formula below:



	 	 	 	 	 	 	 	 	 
	A.
	 	% Company Objective Participation

	 	___%
	 	(A1)
	 	(assigned, see personal documentation)
	 	 	 
	 	 	 	 	 	 
	 	 	Matrix Rating

	 	___%
	 	(A2)
	 	(Company financial goal; percent
achievement)
	 	 	 
	 	 	 	 	 	 
	 	 	(A1 x A2) =

	 	___%
	 	(A3)
	 	(Company Objective Factor)
	B.
	 	% Personal Objectives
Participation

	 	___%
	 	(B1)
	 	(assigned, see personal documentation)
	 	 	 
	 	 	 	 	 	 
	 	 	Weighted Rating for
Personal Objectives

	 	___%
	 	(B2)
	 	(sum of all personal objective
ratings divided by the number of
assigned objectives)
	 	 	 
	 	 	 	 	 	 
	 	 	(B1 x B2) =

	 	___%
	 	(B3)
	 	(Personal Objective Factor)
	C.
	 	Base Salary as of
October 1, 2007

	$	___
	 	(C1)	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	Participation Factor

	 	___%
	 	(C2)
	 	(Sum of A3 + B3)
	 	 	 
	 	 	 	 	 	 
	 	 	(C1 x C2) =

	$	___
	 	(C3)
	 	Incentive Payout






 









 






Calculation Example:





	1.	 	Participant has a base salary = $60,000
	 
	2.	 	Participant has a Company Objective incentive potential of 5% of Base Salary
	 
	3.	 	Participant has a Personal Objective incentive potential of 10% of Base Salary
	 
	4.	 	The Company achieves Net Income resulting in a 150% financial payout
	 
	5.	 	Participant achieved 75% of overall weighting for Personal Objectives





	 	 	 	 	 	 	 	 	 	 	 
	A.
	 	Company Obj. Potential

	 	 	5	%	 	(A1)
	 	(assigned, see personal documentation)
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	Company Matrix Rating

	 	 	150	%	 	(A2)	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	(A1 x A2) =

	 	 	7.5	%	 	(A3)
	 	(Company Factor)
	B.
	 	Personal Obj. Potential

	 	 	10	%	 	(B1)
	 	(assigned, see personal documentation)
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	Weighted Rating

	 	 	75	%	 	(B2)
	 	(sum of all
personal objective
ratings divided by
the number of
assigned
objectives)
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	(B1 x B2) =

	 	 	7.5	%	 	(B3)
	 	(Objective Factor)
	 
	C.
	 	Base Salary
as of 10/1/07

	 	$	60,000	 	 	(C1)	 	 
	 	 	Participation Factor

(A3 + B3)

	 	 	15.0	%	 	(C2)
	 	(Sum of Company
Factor and Personal
Factor)
	 	 	(C1 x C2) =

	 	$	9,000	 	 	(C3)
	 	Incentive Payout
	 	 	 

	 	 	 	 	 	 	 	 





Incentive Program Funding




Funding for the Incentive Compensation Program will be based on the number of participants selected
for the individual Program year and their individual level of participation. At the beginning of
each fiscal year, a budget will be established based on participant information and on economic,
operational and financial profitability. The full amount of the Program payouts will be included
in the administrative expense of the Company prior to the determination of the Company’s final
results for ICP purposes. Therefore, the funding of the ICP payouts is a part of the financial
results of the Company for incentive calculations.



Administration of the Program




Amendments to or termination of the Program





While it is the intention of the Company to provide an incentive compensation plan annually,
the company, with the approval of the Compensation Committee, reserves the right to:




	 	ü	 	Amend or modify the incentive plan in its entirety;
	 
	 	ü	 	 Suspend or terminate the Program at any time.





Performance Measurement





	 	1.	 	Except for the Chairman of the Board and the President/CEO
(whose awards are determined by the Board Compensation Committee
based upon their specific criteria), the Executive Committee, at
its sole discretion, will score each departmental objective and the individual performance
of each ICP participant as it relates to that specific Objective. Participants who share a
common Personal




 









 






	 	 	 	Objective may be rated differently based upon their contribution to the achievement or lack
of achievement of that specific objective.
	 
	 	2.	 	The fact that an associate is initially selected as eligible to participate in the ICP
does not mean that he or she is entitled to or guaranteed receipt of an incentive
compensation award.
	 
	 	3.	 	Actions taken by a Participant in the Program to enhance his or her incentive pay at
the expense of the long-term benefit of the Company will result in the Participant being
disqualified as a Program Participant, at the sole discretion of the Company.
	 
	 	4.	 	Except for the Chairman of the Board and the President/CEO, if it can be determined by
the Company, at its sole discretion, that a Participant’s actions throughout the ICP year
did not support or actually worked against their team’s ability to meet its objective, the
Participant will not receive any incentive compensation award even if all of the objectives
are obtained. For the Chairman of the Board and the President/CEO, the Board Compensation
Committee may make this determination and their decision will be final and binding.
	 
	 	5.	 	The Compensation Advisory Group reserves the right, in its sole discretion, to
establish the measurement systems associated with this Program and to approve in advance,
departmental and Personal Objectives.
	 
	 	6.	 	Any participant who receives an “UNSATISFACTORY” appraisal rating as determined by the
Company or the Board Compensation Committee, in its sole discretion, for the incentive
period will not be eligible for an incentive award for that period.





No Implied Contract




The information presented in this Program shall not in any way be construed to constitute a
binding employment or compensation contract between the Company and its associates, nor
shall it in any way affect the “employment-at-will relationship” between associates and the
Company.



Rules Concerning Awards Payments and Participation





	 	1.	 	Participants must be employed with the Company at the time incentive payments are made
to be eligible to receive an award
	 
	 	2.	 	Participants who voluntarily or involuntarily leave the service of the Company shall
not be entitled to receive an award at the end of the Program year.
	 
	 	3.	 	Except for the Chairman of the Board, the President/CEO and all company officers,
recommendations to include a new hire, change a participant’s
incentive level or add
a promoted associate into the Program at any time during the Program year must be approved
by the President/CEO. This action is mandatory before informing any associate of their
participation in the Program. Partial year participant awards, if any, will be prorated
based upon full months of the associate’s inclusion into the Program and their achievement
of Program year objectives.
	 
	 	4.	 	Associates hired after the second fiscal quarter (March 31, 2008) will not normally be
eligible for participation until the following Program year. The President/CEO must approve
any exceptions to the above in advance. Approval of such exception is mandatory
before informing any associate of their participation in the Program.




 









 











Discretionary Awards




The President/CEO will have the authority to award “discretionary bonuses” at year-end. These
awards will be granted to individuals based upon the associate’s contribution toward either the
achievement of the Company’s strategic objectives or the FY2008 financial plan. Individual awards
will not exceed [***]; aggregate of awards will not exceed [***] annually.



Effective Date of the Program:




This Program shall be in effect for the fiscal year 2008.




Approvals:




	 	 	 
	/s/ Joe Rotunda
 

Joe Rotunda

	 	Date: 10-1-07 
	President & Chief Executive Officer
	 	 
	 
	 	 
	/s/ Robert Kasenter
 

Robert Kasenter

	 	Date: 10-1-07 
	Sr. Vice President, Administration
	 	 
	 
	 	 
	/s/ Connie Kondik
 

Connie Kondik

	 	Date: 10-1-07 
	VP & General Counsel, Secretary to the Board


Confirming Compensation Committee Approval
	 	 






 









 






Schedule A

FY 2008 ICP Participants List




[***]




2008 ICP Objectives




[***]