Exhibit 10.25



 






Exhibit 10.25




RENT-WAY, INC.

EXECUTIVE NON-QUALIFIED RETIREMENT PLAN




          The Board of Directors of Rent-Way, Inc. (the “Employer”) authorized the adoption of the
Rent-Way Executive Non-Qualified Retirement Plan (the “Plan”) as of the Effective Date (as defined
under Section 1.3).




ARTICLE I

DEFINITIONS AND EFFECTIVE DATE




          Section 1.1 Definitions. For purposes of the Plan, the following terms have
the definitions stated below unless the context clearly indicates otherwise:





	 	(a)	 	“Accounts” means a Participant’s
Employee Contribution Account and Company Contribution Account.
	 
	 	(b)	 	“Beneficiary” means any one or more
persons, trusts, or other entity, last designated by the Participant to
receive the death benefits provided under the Plan.
	 
	 	(c)	 	“Board” means the Board of Directors of
Rent-Way, Inc..
	 
	 	(d)	 	“Code” means the Internal Revenue Code
of 1986, as amended.
	 
	 	(e)	 	“Company” means the Employer and any
other Organization Under Common Control that adopts the Plan in
accordance with Section 1.4.
	 
	 	(f)	 	“Company Contribution Account” means an
account established and maintained under Section 4.1 for the purpose of
holding Company contributions made under Section 3.2.
	 
	 	(g)	 	“Compensation” means “Compensation” as
that term is defined under the 401(k) Plan, including bonuses, without
regard to the dollar limitation under Section 401(a)(17) of the Code.
	 
	 	(h)	 	“Election Period” means the 30-day
period after a Participant is notified of his or her selection for
coverage under the Plan under Article II and, thereafter, the 30-day
period preceding each Plan Year.
	 
	 	(i)	 	“Employee” means any common law
employee of the Company.
	 
	 	(j)	 	“Employee Contribution Account” means
an account established and maintained under Section 4.1 for the purpose
of holding Employee contributions made under Section 3.1.




 









 





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	 	(k)	 	“ERISA” means the Employee Retirement
Income Security Act of 1974, as amended.
	 
	 	(l)	 	“401(k) Plan” means the Rent-Way, Inc.
401(k) Retirement Savings Plan.
	 
	 	(m)	 	“Hour of Service” means “Hour of
Service” as the term is defined under the 401(k) Plan.
	 
	 	(n)	 	“Organization Under Common Control”
means any corporation or other trade or business that, together with
the Employer, is treated as a single employer under Section 414(b) or
(c) of the Code.
	 
	 	(o)	 	“Participant” means an Employee who
satisfies the requirements of Article II.
	 
	 	(p)	 	“Plan” means the Rent-Way Executive
Non-Qualified Retirement Plan.
	 
	 	(q)	 	“Plan Administrator” means the
Employer.
	 
	 	(r)	 	“Plan Year” means the 12-month period
beginning each October 1 and ending on the following September 30,
except that the first Plan Year begins on the date this Plan is adopted
and ends on September 30, 2006.
	 
	 	(s)	 	“Separated from Service” means the
termination of an employment relationship between the Company and an
Employee resulting from resignation, discharge, retirement, or failure
to return from work after an authorized leave of absence.
	 
	 	(t)	 	“Specified Key Employee.” An Employee
who is: (i) one of the highest paid 50 officers of the Company with
annual compensation over $135,000; (ii) a 5% owner; or (iii) a 1% owner
earning more than $150,000 (or such higher dollar amounts for
subsequent years as provided under Code Section 416(i)); at any time
during the 12 month period prior to September 30th, will be deemed to
be a Specified Key Employee for the 12 month period commencing the
following January 1st.
	 
	 	(u)	 	“Trust” means the grantor trust
agreement entered into by and between the Employer and                                          or any successor
trustee, established in connection with the Plan.




 









 





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	 	(v)	 	“Year of Vesting Service” means a
calendar year during which an Employee completes at least 1,000 Hours
of Service with the Company.





          Section 1.2 Background and Purpose of the Plan. The primary purpose of this
unfunded Plan is to defer compensation for a select group of highly compensated Employees within
the meaning of Sections 201(2), 301(3) and 401(a)(1) of ERISA and to supplement benefits under the
401(k) Plan due to the limitations of Sections 401(a)(4), 401(a)(17), 402(g) and 415 of the Code.




          Section 1.3 Effective Date. The Effective Date of this Plan is the date the
plan is adopted as indicated above the signature line on the last page of this document.




          Section 1.4 Adoption of Plan by Organization Under Common Control. With the
consent of the Board, any Organization Under Common Control may adopt the Plan for the benefit of
its employees as specified in resolutions formally adopted by its governing board.




ARTICLE II

PARTICIPATION




          An Employee of the Company is a Participant in the Plan if the Employee is in a select group
of management or highly compensated Employees of the Company and is selected by the Board or its
delegate to participate in the Plan.




ARTICLE III

CONTRIBUTIONS




          Section 3.1 Employee Contributions. During the Election Period, a Participant
may irrevocably elect to defer:





     (a) a percentage or dollar amount from his or her base compensation up to 30%
of such compensation, and




     (b) a percentage or dollar amount from any incentive compensation, including
bonuses, up to 100% of such incentive compensation.


Deferral elections made during any Election Period will apply to Compensation earned during the
Plan Year ending after the Election Period and will be made under rules and procedures prescribed
by the Plan Administrator. Employee contributions under this Plan will be contributed to the Trust
at those times and in those amounts as would otherwise have been paid or made available to the
Participant or within a reasonable time thereafter.




          Section 3.2 Company Contributions. For each Plan Year, the Company may
contribute to the Plan on behalf of each Participant an amount equal to a percentage of the

 









 





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Compensation paid to the Participant during the Plan Year or a percentage of all or a portion
of the employee contributions under this Plan, as determined in the discretion of the Company.
Company contributions under this Plan will be contributed to the Trust as soon as administratively
feasible after the close of the Plan Year.




ARTICLE IV

ACCOUNTS AND FUNDING




          Section 4.1 Accounts.





     (a) The Plan Administrator will establish and maintain one or more Employee
Contribution Accounts for each Participant to be credited with the amount of the
elective deferral of the Participant under Section 3.1. The Plan Administrator will
credit the Participant’s Employee Contribution Account with an amount equal to his
or her employee contributions under Section 3.1 as of the date the contributions are
made to the Trust.




     (b) The Plan Administrator will also establish and maintain one or more Company
Contribution Accounts for each Participant to be credited with the amount of Company
contributions, if any, under Section 3.2. Company contributions under Section 3.2
will be credited to the Participant’s Company Contribution Account as of the date
the contributions are made to the Trust.




     (c) Periodically, and no less often than annually, the Plan Administrator will
adjust each Participant’s Accounts to reflect the value of employee contributions,
Company contributions and any return on investments of amounts credited to the
Participant.



          Section 4.2 Informal Trust Funding. The Employer will maintain the Trust to
hold contributions made under Article III of this Plan. The Participant’s interest in the Trust
and the Accounts is limited to the right to receive payments as provided under the Plan and the
Trust, and the Participants’ position is that of general unsecured creditors of the Company.




          Section 4.3 Power to Invest.





     (a) The Trustee of the Trust will invest the amounts contributed to the Trust
in the manner directed by the Participant. In making investment directions,
Participants will select from among the investment options made available by the
Trustee. The Plan Administrator will prescribe rules similar to those under the
401(k) Plan regarding the manner and frequency of changes of investment selections
by Participants.




     (b) Any return on investment of the assets held in the Trust will be credited
upon receipt by the Trustee.



 









 





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     (c) The Company will not be liable to the Participant or his or her Beneficiary
for any loss or other claim arising out of the operations of the Trust.



          Section 4.4 Vesting.





     (a) A Participant will at all times have a 100% nonforfeitable right to an
amount equal to the value of his or her Employee Contribution Account.




     (b) A Participant will have a nonforfeitable right to an amount equal to the
value of his or her Company Contribution Account multiplied by a percentage, based
on the Participant’s Years of Vesting Service, determined in accordance with the
following table:



	 	 	 	 	 
	Number of Years 	 	Nonforfeitable
	   of
Vesting Service   	 	Percentage
	Less than 1

	 	 	0	%
	1 but less than 2

	 	 	20	%
	2 but less than 3

	 	 	40	%
	3 but less than 4

	 	 	60	%
	4 but less than 5

	 	 	80	%
	5 or more

	 	 	100	%







     (c) The Company Contribution Account of a Participant who is Separated from
Service and who does not have a 100% nonforfeitable right to an amount equal to the
value of his or her Company Contribution Account is determined as of the close of
the Plan Year in which the Participant is Separated from Service. The value of the
Participant’s Company Contribution Account to which he or she does not have a
nonforfeitable right is forfeited at that time.



          Section 4.5 Payment of Benefits.





     (a) Normal Form. Except as provided in Section 4.5(b), the value of a
Participant’s vested Accounts will be paid in the form of single, cash lump sum as
soon as practicable after the close of the calendar quarter in which the Participant
is Separated from Service. If the Participant is a Specified Key Employee on the
date the Participant is Separated from Service, payment will occur no earlier than 6
months following the date the Participant is Separated from Service.




     (b) Installments. (1) Election to Receive Installments. If a
Participant files a timely election in the manner described in this subsection for
any Plan Year, the value of the Participant’s vested Accounts attributable to that



 









 





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Plan Year will be paid in three or five cash installments based on the value of
those vested Accounts on the most recent valuation under Section 4.1 at the time
each installment is paid (the “Account Value”). If paid in three installments, the
first installment will equal 1/3 of the Account Value; the second installment will
equal 1/2 of the Account Value; and the third installment will equal the entire
remaining Account Value. If paid in five installments, the first installment will
equal 1/5 of the Account Value; the second installment will equal 1/4 of the Account
Value; the third installment will equal 1/3 of the Account Value; the fourth
installment will equal 1/2 of the Account Value; and the fifth installment will
equal the entire remaining Account Value. In either case, the first installment
will be paid as soon as practicable after the close of the calendar quarter in which
the Participant is Separated from Service, and the subsequent installments will be
paid on the succeeding anniversaries of the first installment payment. If the
Participant is a Specified Key Employee on the date the Participant is Separated
from Service, the first installment (as described in this paragraph) will be paid no
earlier than 6 months following the date the Participant is Separated from Service.
Subsequent installments will be paid in the same manner as installments paid to
non-Specified Key Employees.




     (2) Time and Manner of Election. A separate election specifying the form of
payment may be made with respect to contributions under Sections 3.1 and 3.2
attributable to each Plan Year. An election must be filed in writing with the Plan
Administrator. To be timely, the election must be filed in compliance with the
rules and procedures prescribed by the Plan Administrator during the Election
Period. Once the Election Period for any Plan Year has ended, no further election
regarding the form of payment applicable to that Plan Year may be made.



          Section 4.6 Death Benefits





     (a) Death Benefit During Employment. If a Participant dies after he or
she becomes entitled to a benefit but before any payments to the Participant have
commenced, the value of the Participant’s vested Accounts will be paid to the
Participant’s Beneficiary in a single, cash lump sum unless the Participant had
filed a timely election prior to his or her death under Section 4.5(b) to receive
payment in three or five cash installments. The lump sum or first installment, as
the case may be, will be paid as soon as practicable on or after the date on which
the Participant dies. Subsequent installments, as the case may be, will be paid on
the succeeding anniversaries of the Participant’s date of death.




     (b) Death Benefit Following Separation. If a Participant dies after
the payment of his or her benefit has commenced under Section 4.5(b) but before
payment of the entire benefit has been completed, the installments remaining will be
paid to the Participant’s Beneficiary.



 









 





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     (c) Designation of Beneficiary. Each Participant may designate a
Beneficiary for the benefits provided on his or her death under the Plan. This
designation may be changed from time to time. All designations will be made in
writing and filed with the Plan Administrator. If the Company, in its sole
discretion, determines that there is not a valid designation, the Beneficiary will
be the executor or administrator of the Participant’s estate.



ARTICLE V

AMENDMENT, SUSPENSION, OR TERMINATION




          Section 5.1 Amendment, Suspension, or Termination. Subject to Section 5.2,
the Board may amend, suspend or terminate the Plan, in whole or in part, at any time and from time
to time by resolution adopted at a regular or special meeting of the Board, including action taken
pursuant to a resolution delegating the authority to act under this Section to one or more officers
or a committee.




          Section 5.2 No Reduction. No amendment, suspension or termination may operate
to adversely affect the benefit otherwise available to a Participant under the Plan determined as
if the Participant had ceased being a Participant on or before the effective date of the amendment,
suspension, or termination. The value of a Participant’s Accounts, if any, determined as of the
effective date of the amendment, suspension or termination, will continue to be adjusted for
earnings as provided in Article IV. Any benefit determined as of that date will continue to be
payable as provided in Sections 4.5 and 4.6.




ARTICLE VI

GENERAL PROVISIONS




          Section 6.1 Non-assignability. The interests of any person under the Plan
(other than that of the Company) will not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, attachment or encumbrance, or to the claims of creditors of
that person, and any attempt to effectuate any such actions will be void.




          Section 6.2 Interest of Participant. Except as provided in the Trust,
Participants and their Beneficiaries, with respect to the value of their Accounts, if any, any
asset held by the Trust, and any benefit to be paid under the Plan, will be and remain creditors of
the Company in the same manner as any other creditor having a general claim for compensation, if
and when the Participants’ or Beneficiaries’ rights to receive payments mature and become payable.
Except as provided in the Trust, at no time will a Participant be deemed to have any right, title
or interest, legal or equitable, in any asset of the Company, including, but not limited to any
investments held in the Trust.




          Section 6.3 Withholding. The Company will have the right to deduct or
withhold from the benefits paid under the Plan (or from other amounts payable to the Participant,

 









 





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if necessary) all taxes which may be required to be deducted or withheld under any provision
of law (including, but not limited to, Social Security taxes, income taxes and any other deduction
or withholding required by law) now in effect or which may become effective any time during the
term of the Plan.




          Section 6.4 Administration. The Plan will be administered by the Plan
Administrator. The Plan Administrator will pay any and all expenses incurred in the administration
of the Plan.




          Section 6.5 Exclusivity of Plan. The Plan is intended solely for the purpose
of providing deferred compensation to the Participants to the mutual advantage of the parties.
Nothing contained in the Plan will in any way affect or interfere with the right of a Participant
to participate in any other benefit plan in which he or she may be entitled to participate.




          Section 6.6 No Right to Continued Service. Neither the Plan nor any of its
provisions will be construed as giving any Participant a right to continued employment with the
Company.




          Section 6.7 Notice. Each notice and other communication to be given pursuant
to the Plan will be in writing and will be deemed given only when (a) delivered by hand, (b)
transmitted by telex, telecopier, or email (provided that a copy is sent at approximately the same
time by registered or certified mail, return receipt requested), (c) received by the addressee, if
sent by registered or certified mail, return receipt requested, or by Express Mail, Federal Express
or other overnight delivery service, to the Plan Administrator at its principal office and to a
Participant at the last known address of the Participant (or to such other address or telecopier
number as a party may specify by notice given to the other party pursuant to this Section).




          Section 6.8 Claims Procedure. If a Participant or the Participant’s
Beneficiary does not receive benefits to which he or she believes he or she is entitled, that
person may file a claim in writing with the Plan Administrator. The Plan Administrator will
establish a claims procedure under which:





     (a) the Plan Administrator will be required to provide adequate notice in
writing to the Participant or the Beneficiary whose claim for benefits has been
denied, setting forth specific reasons for such denial, written in a manner
calculated to be understood by the Participant or the Beneficiary; and




     (b) the Plan Administrator will afford a reasonable opportunity to the
Participant or the Beneficiary whose claim for benefits has been denied for a full
and fair review by the Company of the decision denying the claim.



 









 





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          Section 6.9 Pennsylvania Law Controlling. The Plan will be construed in
accordance with the internal laws of the Commonwealth of Pennsylvania, to the extent not preempted
by Federal law.




          Section 6.10 Severability. Every provision of the Plan is intended to be
severable. If any provision of the Plan is illegal or invalid for any reason whatsoever, the
illegality or invalidity of that provision will not affect the validity or legality of the
remainder of the Plan, and the Plan will be construed and enforced as if the illegal or invalid
provision had never been made part of the Plan.




          Section 6.11 Binding on Successors. The Plan will be binding upon the
Participants and the Company, their heirs, successors, legal representatives and assigns.




          EXECUTED by the Employer this ___day of                    ,200___.




	 	 	 	 	 
	 	 	RENT-WAY, INC.
	 
	 	 	 	 
	 

	 	By