exv10w10






Exhibit 10.10




EZCORP, Inc. Fiscal Year 2010 Incentive Compensation Program




EZCORP




FY 2010 Incentive

Compensation Program



 









 





FY 2010 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 FY2010 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 & General
Counsel) will select 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 that, along with Individual Objectives, 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 Individual Objectives to specific individual participants. Individual
Objectives may be either business financial objectives, such as operating income, or strategic
objectives that are related to specific projects, operational responsibilities or plan
implementations.




Awards will be based on the level of attainment of both the Company Objectives and the Individual
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.




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




FY 2010 Company Objectives and Incentive Targets 




Net Income will be used as the Company Objective to determine actual financial award payouts
for FY2010. For purposes of this Program, “Net Income” is defined as the net income shown on the
audited financial statements. Except for the Chairman of the Board, President/CEO and EVP & COO,
the Compensation Committee may adjust the “Net Income” 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 also are not subject to the direct control of
management. The Company Objective for the Chairman of the Board, President/CEO and EVP & COO may
not be changed after being established prior to the beginning of the fiscal year.




The payout based upon financial participation for a participant can be read from the following
matrix based on FY2010 “Net Income.”




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Income	 	Minimum	 	Target	 	Maximum
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Bonus Payout
	 	 	50	%	 	 	100	%	 	 	150	%






The Net Income goal required for bonus payout at each of the above levels (“Minimum,” “Target” and
“Maximum”) shall be set by resolution of the Board of Directors and communicated to each plan
participant.




FY 2010 Individual Objectives and Incentive Targets





	 	1.	 	The Board Compensation Committee establishes all of the Incentive Compensation Program
objectives for the Chairman of the Board, the President/CEO and the EVP & COO. The
Chairman of the Board, President/CEO and the EVP & COO do not have Individual Objectives as
defined by this Program and will have their incentive award determined solely by the




 









 






	 	 	 	achievement of the overall Company’s Financial Objectives (including individual business
financial results) as approved by the Board Compensation Committee.
	 
	 	2.	 	The Executive Committee establishes Departmental Objectives for FY2010 for all other
participants. Based upon those Departmental Objectives, participants are assigned
Individual Objectives for the FY2010 Incentive Compensation Program. Except for the
Company Objectives of the Chairman of the Board, the President/CEO and the EVP & COO, these
Individual 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 Individual Objectives is a substantial portion of
the payout rating. To ensure consistency in the scoring of the performance in achieving
Individual 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% or 75%
	* Miss minimum target goal

	 	Payout zero







	 	4.	 	The Individual Objectives portion of the incentive award is maximized at 100% of the
allocated percentage. However, if the Company achieves the maximum payout level for the
Company Objective, specific Individual Objectives may be rated as high as 150% for
participants if the performance justifies that rating. For participants, other than the
Chairman of the Board, the President/CEO and the EVP & COO, the Executive Committee will
determine scores to be given.
	 
	 	5.	 	The relative weighting of Company and Individual 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 Individual Objectives, as determined by the Executive Committee or the Board
Compensation Committee, as appropriate, and communicated to each participant.




 









 










Calculation of Incentive Compensation Payout




The Company Objectives and the Individual 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.	 	% Individual Objectives Participation
	 	 	       	%	 	(B1)	 	(assigned, see personal documentation)
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	Weighted Rating for Individual Objectives
	 	 	 	%	 	(B2)	 	(sum of all individual objective ratings divided
	 	 	 
	 	 	       	 	 	 	 	by the number of assigned objectives)
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	(B1 x B2) =
	 	 	       	%	 	(B3)	 	(Individual Objective Factor)
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	C.	 	Base Salary as of October 1, 2009
	 	$	       	 	 	(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 Individual Objective incentive potential of 10% of Base Salary
	 
	4.	 	The Company achieves Net Income resulting in a 100% financial payout
	 
	5.	 	Participant achieved 100% of overall weighting for Individual Objectives





	 	 	 	 	 	 	 	 	 	 	 
	A.	 	Company Obj. Potential
	 	 	5	%	 	(A1)	 	(assigned, see personal documentation)
	 	 	 
	 	 	 	 	 	 	 
	 	 	Company Matrix Rating
	 	 	100	%	 	(A2)	 	 
	 	 	 
	 	 	 	 	 	 	 
	 	 	(A1 x A2) =
	 	 	5.0	%	 	(A3)	 	(Company Factor)
	 	 	 
	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	B.	 	Individual Obj. Potential
	 	 	10	%	 	(B1)	 	(assigned, see personal documentation)
	 	 	 
	 	 	 	 	 	 	 
	 	 	Weighted Rating
	 	 	100	%	 	(B2)	 	(sum of all individual objective ratings
	 	 	 
	 	 	 	 	 	 	 	divided by the number of assigned objectives)
	 	 	 
	 	 	 	 	 	 	 
	 	 	(B1 x B2) =
	 	 	10.0	%	 	(B3)	 	(Objective Factor)
	 	 	 
	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	C.	 	Base Salary a/o 10/1/09
	 	$	60,000	 	 	(C1)	 	 
	 	 	 
	 	 	 	 	 	 	 
	 	 	Participation Factor (A3 + B3)
	 	 	15.0	%	 	(C2)	 	(Sum of Company Factor and Individual
	 	 	 
	 	 	 	 	 	 	 	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:




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





Performance Measurement





	 	1.	 	Except for the Chairman of the Board, the President/CEO and the EVP & COO (whose awards
are determined by the Board Compensation Committee based upon their specific criteria), the
Executive Committee, at its sole discretion, will score each Individual Objective and the
individual performance of each ICP participant as it relates to that specific Individual
Objective. Participants who share a common Individual 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, the President/CEO and the EVP & COO, 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, the President/CEO and the EVP
& COO, the Board Compensation Committee will 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 Individual 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. Incentive
awards for participants with a “MARGINAL” appraisal rating (except for the Chairman of the
Board, the President/CEO and the EVP & COO) for the incentive period must be approved by
the President/CEO in writing before being awarded.





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 normally must be employed with the Company at the time incentive payments
are made to be eligible to receive an award unless:






	 	a.	 	The participant is taking normal retirement.
	 
	 	b.	 	The participant has been approved, in writing, by the
Board Compensation Committee to receive a bonus award payout at a time
when the participant is no longer actively employed.






	 	2.	 	In the event of either of the two exceptions above, the participant will be eligible to
receive a prorated amount of the bonus award based upon the portion of the bonus year that
they were actively employed by the Company.
	 
	 	3.	 	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, except as noted above.
	 
	 	4.	 	Except for the Chairman of the Board, the President/CEO, the EVP & COO and all company
executive 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.
	 
	 	5.	 	Associates hired after the second fiscal quarter (March 31, 2010) 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 FY2010 financial plan. Individual awards will not exceed
$5,000; aggregate of awards will not exceed $50,000 annually.




Effective Date of the Program:




This Program shall be in effect for the fiscal year 2010.




Approvals:




	 	 	 	 	 
	 	 	 
	          /s/ Joseph L. Rotunda 	 	Date: 10-1-09 
	Joe Rotunda 	 	 
	President & Chief Executive Officer 	 	 
	 
	 	 	 
	          /s/ Robert A. Kasenter 	 	Date:  10-1-09 
	Robert Kasenter 	 	 
	Sr. Vice President, Administration 	 	 
	 
	 	 	 
	          /s/ Thomas H. Welch, Jr. 	 	Date:  10-1-09 
	Thomas Welch 	 	 
	SVP & General Counsel, Secretary to the Board
Confirming Compensation Committee Approval