exv10w14






Exhibit 10.14




EZCORP, Inc. Fiscal Year 2009 Incentive Compensation Program



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 2009 Incentive




Compensation Program




 









 





FY 2009 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 FY2009 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 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 the
monthly Key Performance Review (KPR) meetings to monitor progress and ensure on-going focus and
alignment.



FY 2009 Company Objectives and Incentive Targets 



Net Income will be used as the Company Objective to determine actual financial award payouts for
FY2009. 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 also are not subject to the direct control of management.



The Company’s targeted Net Income goal for Incentive Compensation is [***]. The “minimum
threshold” for any payout is reached at [***] and the “maximum payout” is achieved at
[***] .





* The target Net Income for 2009 has been set using [***] million for the base business
and [***] million for the Pawn Plus, Las Vegas acquisition for three quarters of the
fiscal year.


The payout based upon financial participation for a participant can be read from the following
matrix based on FY2009 “Net Income.”




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Income	 	[***]	 	[***]	 	 	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Bonus Payout
	 	 	50	%	 	 	100	%	 	 	150	%






 









 






FY 2009 Individual 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 Individual 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 establishes Departmental Objectives for FY2009 for all other
participants. Based upon those Departmental Objectives, participants are assigned
Individual Objectives for the FY2009 Incentive Compensation Program. Except for the
Company Objectives of the Chairman of the Board and the President/CEO, 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% to 75%
	 
	 

	 	* Miss minimum target goal
	 	Payout zero







	 	4.	 	The Individual Objectives portion of the incentive award is maximized at 100% 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 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 shown for key executives in Schedule “A”.





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, 2008
	 	$___
	 	(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 150% financial payout

5.   Participant achieved 75% of overall weighting for Individual Objectives




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	A.
	 	Company Obj. Potential
	 	 	5	%	 	(A1)
	 	(assigned, see personal documentation)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Company Matrix Rating
	 	 	150	%	 	(A2)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(A1 x A2) =
	 	 	7.50	%	 	(A3)
	 	(Company Factor)
	 

	 	B.
	 	Individual Obj. Potential
	 	 	10	%	 	(B1)
	 	(assigned, see personal documentation)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Weighted Rating
	 	 	75	%	 	(B2)
	 	(sum of all individual objective
ratings divided by the number of
assigned objectives)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(B1 x B2) =
	 	 	7.50	%	 	(B3)
	 	(Objective Factor)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	C.
	 	Base Salary
as of 10/1/08
	 	$	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:




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 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 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 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 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 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, 2009) 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 FY2009 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 2009.




 









 








Approvals:




	 	 	 
	 

	 	Date: September 29, 2008
	 

Joe Rotunda

	 	 
	President & Chief Executive Officer
	 	 
	 
	 	 
	 

	 	Date: September 29, 2008
	 

Robert Kasenter

	 	 
	Sr. Vice President, Administration
	 	 
	 
	 	 
	 

	 	Date: September 29, 2008
	 

Connie Kondik

	 	 
	VP & General Counsel, Secretary to the Board
	 	 
	Confirming Compensation Committee Approval
	 	 






 









 





Schedule A

FY 2009 ICP Participants List




[***]




2009 ICP Objectives




[***]