exv10w23












Exhibit 10.23




CONSULTING AGREEMENT




This Consulting Agreement (this “Agreement”) is entered into, effective October 5, 2010 (the
“Effective Date”), by and between EZCORP, Inc., a Delaware corporation (the “Company”), and Robert
A. Kasenter.




Mr. Kasenter is a former Senior Vice President of the Company. The Company desires to continue to
benefit from Mr. Kasenter’s experience and expertise with respect to the Company’s business and,
therefore, desires to engage Mr. Kasenter as a consultant for the purposes set forth in this
Agreement and pursuant to the terms of that certain Employment and Post-Employment Agreement, dated
February 11, 2010 (the “Employment Agreement”). Mr. Kasenter desires to perform such services for
the Company under the terms and conditions set forth in this Agreement. Therefore, the Company and
Mr. Kasenter hereby agree as follows:





	1.	 	Services — The Company hereby engages Mr. Kasenter to provide consulting and advisory
services with respect to organizational planning, general business analysis, and such other
similar services as are determined from time to time by the Chairman of the Company’s Board of
Directors, all such services to be consistent with Mr. Kasenter’s experience and stature
(collectively, the “Services”). The Company acknowledges and agrees that Mr. Kasenter shall
not be required to devote his full time and resources to the performance of the Services, but
only such time as is reasonably necessary to perform the Services, not to exceed in any event
an average of 80 hours per month. It is also acknowledged that Mr. Kasenter, as an
independent consultant, may pursue other non-competing engagements, provided such activities
have the prior written approval of the Company’s Board of Directors, which approval will not
be unreasonably withheld.
	 
	2.	 	Compensation —






	 	(a)	 	Annual Fee — As consideration for the performance of the Services, the Company
shall pay Mr. Kasenter a consulting fee of $375,000 per annum (the “Annual Fee”), payable
in such intervals (by not less frequently than monthly) as the Company and Mr. Kasenter
mutually agree. From time to time, the Company may review and consider the Annual Fee
for increase, but at no time shall the Company be under any obligation to increase the
amount of the Annual Fee.
	 
	 	(b)	 	Health Insurance — During the term of this Agreement, the Company will provide Mr.
Kasenter with healthcare benefits equal to the benefits Mr. Kasenter was receiving under
the Company’s health insurance plans at the time of his retirement from the Company. The
Company shall satisfy this obligation by allowing Mr. Kasenter to continue to participate
in the Company’s health insurance plans, including the executive health care supplement,
on the same terms as he was participating at the time of his retirement from the Company.
Alternatively, if such continued participation is not available under the terms of the
plans, the Company may satisfy this obligation by either (i) making payments to Mr.
Kasenter sufficient to allow Mr. Kasenter to purchase the benefits described above or
(ii) directly paying the cost of providing such benefits.






	3.	 	Term — The initial term of this Agreement shall expire on September 30, 2013. Upon mutual
agreement of the parties, the term of this Agreement may be extended for additional one-year
terms. A party desiring to extend the term shall send the other party a written notice
thereof at least 12 months prior to the expiration of the then-current term (in the case of
the first initial extension following the initial term) or six months prior to the expiration
of the then-current term (in the case of subsequent extensions).
	 
	4.	 	Termination — Notwithstanding the provisions of Paragraph 3 above, either party may
terminate this Agreement at any time by giving written notice of termination to the other
party no less than 90 days prior to the effective date of the termination. In addition, this
Agreement will terminate if Mr. Kasenter dies or becomes permanently and totally disabled
during the term of this Agreement. Upon termination of this Agreement, the following
provisions shall apply:






	 	(a)	 	If (i) this Agreement is terminated by the Company because of a material breach by
Mr. Kasenter of any of the provisions of this Agreement and such breach remains uncured
30 days after the Company has provided Mr. Kasenter with written notice of such breach or
(ii) this Agreement is terminated by Mr. Kasenter (other than a termination described in
clause (i) of subparagraph (b) of this Paragraph), then Mr. Kasenter will be entitled to
receive only the portion of the Annual Fee and other payments that have accrued through
the effective date of the termination and will not be entitled to receive any subsequent
payments.
	 
	 	(b)	 	If (i) this Agreement is terminated by Mr. Kasenter because of a material breach by
the Company of any of the provisions of this Agreement and such breach remains uncured 30
days after Mr. Kasenter has provided the Company with written notice of such breach or
(ii) this Agreement is terminated by the Company (other than a termination described in
clause (i) of subparagraph (a) of this Paragraph), then the Company shall pay Mr.
Kasenter, within 30 days following the effective date of the termination, an amount in
cash equal to all Annual Fee payments that would have been payable to Mr. Kasenter had
this Agreement continued until the expiration of the then-current term and shall continue
to provide the health insurance benefits described in Paragraph 2(b) until the expiration
of the then-current term.
	 
	 	(c)	 	If this Agreement is terminated because of Mr. Kasenter’s death or permanent
disability, the Company will pay to Mr. Kasenter (or, if appropriate, to his heirs,
beneficiaries, or personal representatives) the following amounts: (i) the portion of
the Annual Fee and other payments that have accrued through the effective date of such
death or disability and (iii) $375,000. In addition, the Company will continue the
health insurance benefits described in Paragraph 2(b) for one year following the date of
such death or disability. For purposes of this Agreement, Mr. Kasenter will be
considered to be permanently and totally disabled if, in good faith opinion of the
Company’s Board of Directors, he becomes physically or mentally incapable of properly
performing




 









 






	 	 	 	his duties under this Agreement and such incapacity will exist or can reasonably be
expected to exist for a period of 90 days or more.
	 
	 	(d)	 	In the event of a dispute between the parties as to whether there has been a
material breach of this Agreement by either Mr. Kasenter or the Company, the parties
waive their right to trial by jury and agree that such dispute will be settled by
arbitration administered by the American Arbitration Association in accordance with its
commercial arbitration rules. Judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction over the matter.






	5.	 	Expenses — The Company shall reimburse Mr. Kasenter for all reasonable out-of-pocket
expenses incurred by Mr. Kasenter in connection with the performance of Services under this
Agreement. In order to receive such reimbursement, Mr. Kasenter shall submit monthly expense
reports, and the Company will provide the reimbursement within 30 days of the receipt of those
reports. The Company will also provide Mr. Kasenter with reasonable office space, furniture,
communications, and administrative support in the Austin area to adequately perform his duties
during the term of this Agreement.
	 
	6.	 	Certain Covenants— Mr. Kasenter acknowledges that he remains and will continue to be subject
to certain non-competition and non-solicitation obligations described in the Employment
Agreement. Mr. Kasenter hereby affirms such obligations (modified as described below) and
hereby agrees that, during the term of this Agreement and for a period of two years
thereafter, if he materially breaches any of such obligations, he shall be required to repay
to the Company any and all amounts he has theretofore received from the Company pursuant to
the terms of this Agreement. This obligation to repay shall be in addition to any other
rights or remedies the Company may have pursuant to such agreements or otherwise (including
the right to injunctive relief).
	 
	 	 	It is hereby expressly understood and agreed that, for purposes of the non-competition
obligation contained in the Employment Agreement, the term “Competing Business” shall mean any
entity, sole proprietorship or other business concern that, anywhere in the world, offers or
plans to offer products or services that are materially competitive with any of the products
or services being offered or marketed, or are being actively developed, by the Company during
the term of this Agreement or as of the date this Agreement is terminated. Mr. Kasenter
understands that the Company and its affiliates have plans to expand the scope of their
activities and the geographic area of their operations with the direct involvement of Mr.
Kasenter; therefore, Mr. Kasenter agrees that the limitations as to time, geographical area,
and scope of activity contained herein do not impose a greater restraint than is necessary to
protect the Company’s goodwill and other business interests, and are therefore reasonable. If
any provision of this covenant is found to be invalid in whole or in part, the Company may
elect, but shall not be required, to have such provision reformed, whether as to time, area
covered, or otherwise, as and to the extent required to render it valid and enforceable under
applicable law.
	 
	 	 	During the term of this Agreement, Mr. Kasenter will not, directly or indirectly, in any
individual or representative capacity, make any statement, oral or written, or perform
any act or omission that is or could be reasonably interpreted to be disparaging of the
Company’s Board of Directors or management or otherwise detrimental in any material
respect to the Company’s reputation and goodwill.
	 
	7.	 	Indemnification —






	 	(a)	 	The Company agrees to indemnify Mr. Kasenter and hold him harmless from and against
any and all claims, costs, expenses, liabilities, losses, and damages (or actions in
respect thereof) related to or arising out of this Agreement or the performance of
Services hereunder; provided, however, that the Company shall not be responsible for any
claims, costs, expenses, liabilities, losses, or damages incurred by Mr. Kasenter to the
extent that it is finally determined by a court or other tribunal of competent
jurisdiction that they resulted primarily from actions taken or omitted to be taken by
Mr. Kasenter due to Mr. Kasenter’s recklessness, willful misconduct, or bad faith.
	 
	 	(b)	 	If any claim, action, or proceeding, including any governmental investigation, is
brought or asserted against Mr. Kasenter with respect to which indemnity may be sought
from the Company, Mr. Kasenter shall promptly notify the Company in writing of his
knowledge of such claim, action, or proceeding and the Company shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to Mr. Kasenter and
the payment of all fees and expenses of such counsel and all other expenses related to
such claim, action, or proceeding. Mr. Kasenter shall have the right to employ separate
counsel in any such claim, action, or proceeding and to participate in the defense
thereof, but the fees and expenses of such separate counsel shall be at Mr. Kasenter’s
expense unless (i) the Company has agreed to pay such fees and expenses or (ii) the
Company has failed to timely assume the defense of such claim, action, or proceeding, to
employ counsel reasonably satisfactory to Mr. Kasenter, or if requested by Mr. Kasenter,
to confirm in writing that it is obligated to indemnify Mr. Kasenter in connection with
such claim, action, or proceeding in accordance with this agreement, or (iii) counsel
shall determine that there is or could reasonably be expected to be a conflict of
interest by reason of having common counsel in such claim, action, or proceeding, in
which case, if Mr. Kasenter notifies the Company in writing that he elects to employ
separate counsel at the expense of the Company, the Company shall not have the right to
assume the defense of such claim, action, or proceeding, it being understood, however,
that the Company shall not, in connection with any one such claim, action, or proceeding
or separate but substantially similar or related claims, actions, or proceedings in the
same jurisdiction arising out of the same general allegations or circumstances, be liable
for the reasonable fees and expenses of more than one separate firm of attorneys
(together with appropriate local counsel) at any time for Mr. Kasenter, which firm shall
be designated in writing by Mr. Kasenter. The Company shall not be liable for any
settlement of any such claim, action, or proceeding effected without its written consent,
which should not be unreasonably withheld. If settled with the Company’s prior written
consent or if there be a final and nonappealable judgment for the plaintiff in any such
claim, action, or proceeding, the Company agrees to indemnify Mr. Kasenter and hold him
harmless from and against any loss or liability to the extent stated above by reason of
such settlement or judgment.




 









 






	 	(c)	 	If for any reason the indemnification provided herein is unavailable to Mr.
Kasenter with respect to any claims, costs, expenses, liabilities, losses, or damages
referred to herein or if such indemnification shall be insufficient to hold Mr. Kasenter
harmless from all such claims, costs, expenses, liabilities, losses, or damages, then the
Company, in lieu of indemnifying Mr. Kasenter, shall contribute to the amount paid or
payable by Mr. Kasenter as a result of such claims, costs, expenses, liabilities, losses,
or damages, (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and Mr. Kasenter on the other hand or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) but also the relative fault of the Company on the one hand and Mr. Kasenter on
the other, as well as any other relevant equitable consideration. The amount paid or
payable by a party as a result of the claims, costs, expenses, liabilities, losses, or
damages, referred to above shall be deemed to include, subject to the limitations set
forth in subparagraph (b) above, any legal or other fees or expenses reasonably incurred
by such party in connection with investigating or defending any action or claim.
Notwithstanding the provisions herein, Mr. Kasenter shall not be required to contribute
any amount in excess of the amount of Annual Fees received by him under this Agreement.






	8.	 	Miscellaneous Provisions —






	 	(a)	 	Relationship of the Parties— The Company may treat Mr. Kasenter as an “employee”
for federal income tax purposes, such that payments of Annual Fees are subject to federal
income tax withholding and reporting on Forms W-2. Notwithstanding such treatment,
neither party has any authority, nor shall either party imply it has any authority, to
act for, in any manner bind, or incur any obligations on behalf of or in the name of the
other party. The parties also acknowledge and agree that nothing contained herein
creates any fiduciary duties between the parties, and Mr. Kasenter may perform services
for other persons so long as the performance of such services are approved in accordance
with the provisions of Paragraph 1 and such services do not violate the provisions of
Paragraph 6 of this Agreement.
	 
	 	(b)	 	Notices — Any notice or other communication hereunder must be in writing (which
includes facsimile or electronic communication) and may be delivered or sent by mail,
facsimile, or electronic mail to the party to be noticed at the address accompanying such
party’s signature below. Either party may from time to time change its address for
notification purposes by giving the other party written notice of the new address and the
date upon which it will become effective. A written notice shall be deemed to have been
given (i) when personally delivered, (ii) if mailed, on the third day after it is sent by
certified mail, return receipt requested, or (iii) if by facsimile transmission or
electronic mail, when the sender has received appropriate confirmation that it has been
received by the recipient.
	 
	 	(c)	 	Governing Law — This Agreement shall be governed by and construed in accordance
with the substantive laws of the State of Texas. Jurisdiction and venue with respect to
any lawsuit or other action based on this Agreement shall be in Travis County, Texas, and
the Company and Mr. Kasenter hereby irrevocably consent to such jurisdiction and venue.
	 
	 	(d)	 	Attorney’s Fees — In the event that either party is required to obtain the
services of an attorney in order to enforce any right or obligation hereunder, the
prevailing party shall be entitled to recover reasonable attorney’s fees and court costs
from the other party.
	 
	 	(e)	 	Assignment — The rights and obligations of either party hereunder may not be
assigned to any other person without the written consent of the other party.
	 
	 	(f)	 	Validity and Severability — If any provision of this Agreement or the application
of any provision hereof to any circumstance is held invalid, unenforceable, or otherwise
illegal, the remainder of this Agreement and the application of such provision to any
other circumstance shall not be affected, and the provision so held to be invalid,
unenforceable, or otherwise illegal shall be reformed to the extent, and only to the
extent, necessary to make it enforceable, valid, or legal. If any court or other
adjudicative body shall decline to reform any provision of this Agreement held to be
invalid, unenforceable, or otherwise illegal as contemplated by the immediately preceding
sentence, the parties hereto shall take all such action as may be necessary or
appropriate to replace the provision so held to be invalid, unenforceable, or otherwise
illegal with one or more alternative provisions that effectuate the purpose and intent of
the original provisions of this Agreement as fully as possible without being invalid,
unenforceable, or otherwise illegal.
	 
	 	(g)	 	Amendments; Waivers — No provision of this Agreement may be amended, modified,
waived, or discharged unless such amendment, modification, waiver, or discharge is agreed
to in writing signed by the Company and Mr. Kasenter. No waiver by either party hereto
at any time of any breach by the other party hereto or compliance with any condition or
provision of this Agreement to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.
	 
	 	(h)	 	Complete Agreement — No agreements or representations, oral or otherwise,
expressed or implied with respect to the subject matter hereof have been made by either
party that are not set forth expressly in this Agreement; provided, however, that Mr.
Kasenter expressly acknowledges his continuing obligations pursuant to the Employment
Agreement (as such obligations are modified by the provisions of this Agreement).





(SIGNATURE PAGE FOLLOWS)




 









 









	 	 	This Agreement has been executed by the parties on the respective dates indicated below,
to be effective as of the date first set forth above.





EZCORP, INC.




					
	 	
 	 
	 	By:  	/s/ Sterling B. Brinkley
 	 
	 	 	Sterling B. Brinkley, 	 
	 	 	Chairman of the Board 	 



Date: November 19, 2010




Address for notices:





	 	 	EZCORP, Inc.

Attention: General Counsel
	 
		 	1901 Capital Parkway

Austin, Texas 78746
	 
	 	 	Facsimile: 512-314-3404

Email: tom_welch@ezcorp.com





					
	 	
 	 
	 	/s/ Robert A. Kasenter
 	 
	 	ROBERT A. KASENTER 	 



Date: November 19, 2010




Address for notices:





		 	515 Congress Avenue

Austin, Texas 78701
	 
	 	 	Facsimile: 512-716-8341

Email: robert_kasenter@ezcorp.com