exv10w1






Exhibit 10.1









Employment and Compensation Agreement




PURPOSE



This document sets forth the terms of an agreement (the Agreement) between EZCORP, Inc. (the
Company) and Joseph L. Rotunda. Its purpose is to confirm the terms of employment and
compensation of Mr. Rotunda and to further the interests of the Company and its shareholders by
encouraging Mr. Rotunda:




	 	1.	 	To remain with the Company and continue to lead its growth plans for the
foreseeable future.
	 
	 	2.	 	To assist in the development and implementation of a comprehensive senior
executive succession plan in order to insure continued strong leadership for the
Company.
	 
	 	3.	 	To continue to serve the Company and its shareholders, following retirement,
in an active consulting capacity.





This Agreement supersedes all prior employment and compensation agreements between the parties
except for the two Restricted Stock Award agreements between the Company and Mr. Rotunda, dated
January 15, 2004 and October 2, 2006, the terms and conditions of which shall remain in force
without modification.



TERM OF THE AGREEMENT



This Agreement will be effective for the period January 1, 2009, through October 8, 2010. At
the end of this initial term, the Agreement may be extended for additional periods of 12 months
by mutual consent of both parties. Each party will provide the other with 12 months advance
notice of a desire and intent to extend the original term of this Agreement.



GENERAL TERMS OF COMPENSATION



The parties agree and acknowledge that Mr. Rotunda’s employment is and will continue to be
solely with Texas EZPAWN, L.P., an affiliate of the Company, and that he is not an employee of
EZCORP, Inc. The Company agrees that it will cause and direct Texas EZPAWN, L.P., as Mr.
Rotunda’s employer, to comply and adhere to the applicable provisions of this Agreement related
to Mr. Rotunda’s employment. Mr. Rotunda’s title will continue to be President and Chief
Executive Officer of EZCORP, Inc., and he will continue to report to the Chairman of the Board
of Directors.



For fiscal 2009, Mr. Rotunda’s base salary will be $975,000, paid in accordance with the
Company’s standard payroll practices. His salary will be reviewed and considered for merit
increases prior to the beginning of each fiscal year of active employment; however, there is no
guarantee that his base salary will increase every year.




			
	 	 	 
	SBB          /s/ SBB         
	 	JLR          /s/ JLR         






 









 











Mr. Rotunda will be eligible for a bonus in fiscal 2009 and each fiscal year of active
employment, subject to the terms of the Company’s then-current Incentive Compensation Program.
His Bonus Target amount for fiscal years 2009 and 2010 will be 150% of base salary. Mr.
Rotunda’s individual award will be determined by actual results achieved against previously
established objectives. While it is possible that he may fail to earn a bonus in any given
year, it is also possible for him to earn up to I50% of the Bonus Target amount for outstanding
performance.



Based upon his years of service, Mr. Rotunda will be eligible for 4 weeks paid vacation and 5
paid personal days, annually. Unused vacation days and personal days cannot be carried over
from one year to another.



As President and Chief Executive Officer, Mr. Rotunda will continue to be eligible for
participation in all Company benefit programs, including medical, dental, vision, life
insurance, long-term disability insurance and accidental death & disability insurance, in
accordance with the applicable terms and conditions of those respective plans. He will
continue to be eligible for participation in the Company’s 401(k) Plan, subject to that plan’s
terms and conditions, and he will be eligible to participate, at the highest level, in the
Company’s Executive Medical Supplement Plan and Supplemental Executive Retirement Plan, in
accordance with the terms and conditions of those plans.



POST-EMPLOYMENT ARRANGEMENTS




	 	A.	 	RESIGNATION FROM THE COMPANY






	 	1.	 	Voluntary Resignation or Retirement Prior to Expiration of this
Agreement: In the event of Mr. Rotunda’s voluntary resignation, or his retirement
from the Company, prior to the expiration of this Agreement, he will receive his
accrued base salary through the effective date of his resignation or retirement.
In addition, he will receive a sum equal to a prorated portion of his current-year
Bonus Target amount, payable as a lump sum within 30 days of such resignation or
retirement, and he will receive no other termination benefits.






	 	2.	 	Resignation for Good Reason: Mr. Rotunda shall provide written notice
to the Company of the existence of a condition or reason he believes constitutes
Good Reason, as defined below. This written notice must be provided within 90
days of discovery of such condition or reason; it must also provide sufficient
detail to allow the Company an opportunity to respond and, if required, to cure
the specified condition or reason within 30 days of receiving such notice. If the
Company cures the condition, or if the reason does not constitute Good Reason as
defined below, Mr. Rotunda will withdraw his notice.
	 
	 	 	 	For purposes of this Agreement, “Good Reason” will be defined as any action,
without Mr. Rotunda’s written consent, which results in one or more of the following:






	 	a)	 	Material diminution of, or material change to, his job title;
reporting relationship, or responsibilities, authorities and duties from his
current role as President





			
	 	 	 
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	 	JLR          /s/ JLR         






 









 










	 	 	 	and Chief Executive Officer of EZCORP.
	 
	 	b)	 	Reduction of his annual base salary below $975,000.
	 
	 	c)	 	Removal of his principal work location from the Austin
metropolitan area to a municipality more than 50 miles distant from Austin.
	 
	 	d)	 	Failure to re-elect him as a member of the EZCORP, Inc. Board
of Directors.
	 
	 	e)	 	A change of control as defined in the EZCORP, Inc. 2006
Incentive Plan, including any amendments to that plan.
	 
	 	f)	 	A requirement that he perform an unlawful, dishonest or
unethical act.






	 	 	 	If the condition or reason cited by Mr. Rotunda, in fact, constitutes Good Reason
as defined above, and if the Company does not cure the specified condition or reason
within the 30 day notice period, Mr. Rotunda may resign and the following compensation
and benefits will be provided to him:






	 	a)	 	Continuation of his base salary through the effective date of
his resignation for Good Reason.
	 
	 	b)	 	Payment of a sum equal to a prorated portion of his
current-year Target Bonus amount, payable as a lump sum within 30 days of such
resignation.
	 
	 	c)	 	Payment of an amount equal to one year of his then-current
base salary plus his most recent annual bonus award, payable as a lump sum
within 30 days of his resignation.
	 
	 	d)	 	Continuation of his Company healthcare plan under COBRA and at
the COBRA rate for a period of one year, during which time the Company will
reimburse him for COBRA costs, including the gross-up of such payments for
federal taxes.






	 	B.	 	TERMINATION BY THE COMPANY






	 	1.	 	Termination for Cause: In the event of a termination of Mr. Rotunda’s
employment by the Company for Cause, as defined below, he will receive his base
salary through the effective date of such termination, paid according to the
regular payroll schedule of the Company, and he will receive no other termination
benefits. The Company will provide Mr. Rotunda with written notice of the
existence of any reason it believes constitutes Cause within 90 days of discovery
of such reason. If the reason cited is such that Mr. Rotunda is able to cure the
Cause within 30 days, the Company will provide that period for cure prior to any
termination.
	 
	 	 	 	For purposes of this Agreement, ''Cause” is defined as any intentional and
material misapplication of Company funds; any material act of dishonesty; any
conviction of a felony involving moral turpitude; any conviction for the unlawful
possession of a controlled substance; any action involving willful and material
malfeasance or gross negligence in the performance of duties, or any on-going refusal
to perform the lawful and reasonable business directives of the Board of Directors.
Unsatisfactory job performance, without the existence of any of the other reasons set
forth in this paragraph, shall not constitute Cause under this Agreement.






			
	 	 	 
	SBB          /s/ SBB         
	 	JLR          /s/ JLR         






 









 











	 	2.	 	Termination without Cause: In the event that Mr. Rotunda is
terminated without cause, he will receive the following compensation and benefits:






	 	a)	 	Continuation of his base salary through the effective date of
his termination without cause.
	 
	 	b)	 	Payment of a sum equal to a prorated portion of his
current-year Target Bonus amount, payable as a lump sum within 30 days of such
termination.
	 
	 	c)	 	Payment of an amount equal to three years of his then-current
base salary, plus an amount equal to his most recent annual bonus award,
payable as a lump sum within 30 days of his termination.
	 
	 	d)	 	Continuation of his Company healthcare plan under COBRA and at
the COBRA rate for a period of one year, during which time the Company will
reimburse him for COBRA costs, including the gross-up of such payments for
federal taxes.






	 	C.	 	TERMINATION DUE TO DEATH OR DISABILITY






	 	1.	 	Death: In the event of Mr. Rotunda’s death during his active employment with the Company
his employment will terminate immediately and the following
compensation and benefits will be paid:






	 	a)	 	Continuation of his base salary through the effective date of
his termination due to death.
	 
	 	b)	 	Payment to his estate of a sum equal to a prorated portion of
his current-year Target Bonus amount, payable as a lump sum within 30 days of
such termination.
	 
	 	c)	 	Payment to his estate of an amount equal to one year of his
then-current base salary plus his most recent annual bonus award, payable as a
lump sum within 30 days of his termination.
	 
	 	d)	 	Continuation of coverage in the Company’s healthcare plan
under COBRA and at the COBRA rate for his spouse for a period of one year,
during which time the Company will reimburse her for COBRA costs, including
the gross-up of such payments for federal taxes.






	 	2.	 	Disability: During his active employment with the Company, should Mr. Rotunda become
totally disabled or unable to perform the essential functions of his position (with reasonable
accommodation) for a period of at least 6 months, the Company may elect to terminate his
employment at any time thereafter. If the Company elects to terminate his employment due to
disability and Mr. Rotunda is unable to fulfill the duties as outlined below in Section D.,
Mutually Agreed Retirement, he will receive the following compensation and benefits:





			
	 	 	 
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	 	JLR          /s/ JLR         






 









 

















	 	a)	 	Continuation of his base salary through the effective date of
his termination due to disability.
	 
	 	b)	 	Payment of a sum equal to a prorated portion of his
current-year Target Bonus amount, payable as a lump sum within 30 days of such
termination.
	 
	 	c)	 	Payment of an amount equal to one year of his then-current
base salary plus his most recent annual bonus award, payable as a lump sum
within 30 days of his termination.
	 
	 	d)	 	Continuation of his Company healthcare plan under COBRA and at
the COBRA rate for a period of one year, during which time the Company will
reimburse him for COBRA costs, including the gross-up of such payments for
federal taxes.






	 	D.	 	MUTUALLY AGREED RETIREMENT
	 
	 	 	 	Mr. Rotunda has the right to elect to retire from the Company at any time in accordance
with existing Company policies. Nevertheless, it is in the best interests of the
Company and its shareholders to insure the establishment and effective implementation
of a plan for the seamless transition of a successor to Mr. Rotunda’s key position; to
encourage Mr. Rotunda’s co-operation and assistance with that plan, and to promote Mr.
Rotunda’s continued association with the Company after his retirement. Therefore, this
section of the Agreement defines an augmented retirement plan and a future role for Mr.
Rotunda with the Company. Accordingly, if Mr. Rotunda remains with the Company for the
full term of this Agreement (or other such date as mutually agreed by the parties), he
will receive the following compensation and benefits:






	 	a)	 	Continuation of his base salary through the last day of his
active employment with the Company.
	 
	 	b)	 	Payment of an amount equal to one year of his then-current
base salary plus his most recent annual bonus award, payable as a lump sum on
January 7, 2011.
	 
	 	c)	 	Continuation of his Company healthcare plan under COBRA and at
the COBRA rate for a period of one year, during which time the Company will
reimburse him for COBRA costs, including the gross-up of such payments for
federal taxes.
	 
	 	d)	 	A consulting agreement to perform business-related activities
for the Company, consistent with his experience and stature. Under this
consulting agreement, Mr. Rotunda will be employed as an independent
contractor during an initial contract term of 5 years. The annual fee for his
services will be $500,000, payable in equal monthly installments. In
addition, the consulting agreement will provide for an annual bonus plan,
based upon achievement of specific, quantifiable objectives set by the
Company, with a target bonus range of 50% to 100% of the annual fee. The
consulting arrangement will also provide for reimbursement of reasonable
business and travel expense, including expense for an offsite office,
furniture and administrative support. After its initial term of 5 years, the
consulting agreement may be extended for additional 12 month periods by mutual





			
	 	 	 
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	 	JLR          /s/ JLR         






 









 












	 	 	 	consent of both parties, and each party agrees to provide the other with a
minimum of 12 months advance notice of intent for such initial extension and 6
months advance notice of intent for any extensions thereafter. Should Mr.
Rotunda’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,
plus one year of the target bonus amount, will be paid to his estate.





NON-SOLICITATION, NON-COMPETITION AND NON-DISPARAGEMENT



The Company agrees to provide Mr. Rotunda with access to confidential information during his
employment under this Agreement. Confidential information means information not generally
known and proprietary to the Company or to a third party for which the Company is performing
work.



In exchange for being provided with access to this information, Mr. Rotunda agrees that, except
as specifically required in the performance of his duties for the Company, he will not, during
the course of his employment by or consulting with the Company, and after termination of his
employment by or consulting with the Company, directly or indirectly use, disclose or
disseminate to any other person, organization or entity or otherwise employ any confidential
information. Mr. Rotunda agrees to deliver to the Company upon the cessation of his employment
or consulting, and at any other time upon the Company’s request, all such confidential
information and not retain any copies.



Given Mr. Rotunda’s position with the Company, if he engages in any business which is directly
or indirectly competitive with the Company in the pawn, payday loan, secondhand sales, or
similar types of business (“Competing Business”), such action will inevitably result in the
disclosure of confidential information in violation of this Agreement. Mr. Rotunda therefore
agrees that, for consideration provided in this Agreement, while he is employed by or
consulting with the Company, and for a period of 24 months after the termination date of such
employment or consulting, 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 within the Restricted Territory, without the written approval by the Board of
Directors of EZCORP. The term “Restricted Territory” for purposes of this Agreement shall mean
those states or provinces in which the Company is doing business, or has committed to do
business, as of the time of his termination of employment or consulting.



Mr. Rotunda further agrees that, for consideration provided in this Agreement, while he is
employed by or consulting with the Company, and for 24 months after the termination date of
such employment or consulting, he will not directly or indirectly solicit, contact or call upon
any customer or business contact of the Company with whom he had business dealings while
employed by, or consulting with, the Company with the intent to entice them to reduce or stop
doing business with the Company or in any other way harm their business relationship with the
Company.



Mr. Rotunda further agrees that, for consideration provided in this Agreement, while he is
employed by or consulting with the Company, and for 24 months after the termination date




			
	 	 	 
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	 	JLR          /s/ JLR         






 









 












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.



Mr. Rotunda agrees that the covenants contained in this Agreement are reasonable and necessary
to protect the Company’s legitimate business interests in its Confidential Information and its
relationships with customers and contacts. Further, the Company’s

obligation to pay the separation payments and provide the separation benefits outlined in the
various sections of this Agreement are conditioned upon compliance with all of the provisions in
this section of the Agreement, as written.



Any questions concerning the provisions of this Agreement will be settled using 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 laws and under the administration of the American Arbitration Association. Mr. Rotunda
agrees that no particular tax consequences are represented or guaranteed by the provisions of
this agreement and that he has been advised to review this agreement with his tax advisor and
attorney.



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



	 	 	 	 	 	 	 
	/s/ Sterling B. Brinkley
 

Sterling B. Brinkley,

	 	 
	 	/s/ Joseph L. Rotunda
 

Joseph L. Rotunda,
	 	 
	Chairman of the Board

	 	 	 	President & CEO	 	 
	EZCORP

	 	 	 	EZCORP	 	 
	 
	 	 	 	 	 	 
	January 22, 2009

	 	 	 	January 20, 2009	 	 
	 

	 	 	 	 	 	 
	Date

	 	 	 	Date	 	 







			
	 	 	 
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	 	JLR          /s/ JLR