EX-10.1






Exhibit 10.1




AMENDED AND RESTATED

EMPLOYMENT AGREEMENT




THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as
of May 17, 2010, by and between Dollar Financial Group, Inc., a New York corporation (together with
its successors and assigns), which is a wholly owned subsidiary of Dollar Financial Corp.,
(collectively referred to herein as “Company”) and Randall Underwood (the “Executive”).



WHEREAS, the Company and the Executive are parties to a certain amended and restated
employment agreement, dated as of May 15, 2008; and



WHEREAS, the Company desires to continue to employ the Executive, and the Executive desires to
accept employment by the Company upon the terms and conditions hereinafter set forth.



NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set
forth, and intending to be legally bound hereby, the parties hereby agree as follows:



1. Representations and Warranties. The Executive represents and warrants to the Company that
the Executive is not bound by any restrictive covenants and has no prior or other obligations or
commitments of any kind that would in any way prevent, restrict, hinder or interfere with the
Executive’s acceptance of continued employment or the performance of all duties and services
hereunder to the fullest extent of the Executive’s ability and knowledge. The Executive agrees to
indemnify and hold harmless the Company for any liability the Company may incur as the result of
the existence of any such covenants, obligations or commitments.



2. Term of Employment. The Company will continue to employ the Executive and the Executive
accepts continued employment by the Company on the terms and conditions herein contained for a
period (the “Employment Period”) provided in Section 5 (if the Executive is employed by any
subsidiary of the Company under the terms of this Agreement, whether or not he is also employed by
the Company, any reference in this Agreement to the Executive’s employment by the Company shall be
deemed to include his employment by a subsidiary of the Company).



3. Duties and Functions.



(a) (1) The Executive shall be employed as Executive Vice President and Chief Financial
Officer of the Company and shall oversee, direct and manage all global finance, accounting,
planning and analysis, treasury, taxation, and Sarbanes-Oxley compliance; SEC and Board reporting;
corporate human resources and global executive compensation and benefits; corporate investor and
shareholder relations; and management of the Chief Credit Officer and consumer lending product
management of the Company. The Executive will report directly to the Chief Executive Officer of
Dollar Financial Corp.



(2) The Executive agrees to undertake the duties and responsibilities inherent in the position
of Executive Vice President and Chief Financial Officer, which may encompass different or
additional duties as may, from time to time, be assigned by the Chief Executive Officer (or senior
most position of the Company) or the Company’s Board of Directors (the “Board”), and the duties and
responsibilities undertaken by the Executive may be altered or modified from time to time by the
Chief Executive Officer (or senior most position of the Company) or the Board. The Executive
agrees to abide by the rules, regulations, instructions, personnel practices and policies of the
Company and any change thereof which may be adopted at any time by the Company.



(b) During the Employment Period, the Executive will devote his full time and efforts to the
business of the Company and will not engage in consulting work or any trade or business for his own
account or for or on behalf of any other person, firm or corporation that competes, conflicts or
interferes with the performance of his duties hereunder in any way. The Executive may engage in
philanthropic or other charitable activities as well as serve as an officer or board member for
business investments that do not conflict or compete with the Company’s business activities for
reasonable periods of time each month so long as such activities do not interfere with the
Executive’s responsibilities under this Employment Agreement.



4. Compensation.



(a) Base Salary. As compensation for his services hereunder, during the Executive’s
employment as Executive Vice President and Chief Financial Officer, the Company agrees to pay the
Executive a base salary at the rate of not less than Five Hundred and Five Thousand Dollars
($505,000) per annum (as adjusted, the “Base Salary”), payable in accordance with the Company’s
normal payroll schedule, or on such other periodic basis as may be mutually agreed upon. The
adjusted rate of Base Salary shall commence on the date of this Agreement. The Company may
withhold from any amounts payable under this Agreement such federal, state or local taxes as shall
be required to be withheld pursuant to any applicable law or regulation.



The Executive’s salary shall be subject to annual review, based on corporate policy and
contributions made by the Executive to the enterprise. To the extent approved by the Board,
increases will be deemed to take effect as of July 1 of each year (and shall be retroactive to that
date, as necessary under the circumstances in a given year).



(b) Annual Bonus. The Executive will be eligible to receive an annual cash bonus
award with a target bonus of 90% of the Executive’s Base Salary (as defined herein) in effect at
the time such award is determined (the “Target Bonus”) (with “Base Salary” for fiscal year 2010
deemed to be no less than $505,000), but not to exceed 180% of the Executive’s Base Salary, with
such leverage curve and metrics determined by the Compensation Committee and as applicable to other
similarly situated senior executives of the Company. Said bonus is not guaranteed and is
contingent upon the Executive and the Company achieving business unit and corporate goals as set by
the Board or Compensation Committee. The annual bonus shall be confirmed by the Board or
Compensation Committee and, to the extent a bonus is awarded, it shall be paid subsequent to the
conclusion of the Company’s annual audit, with a target payment date of seventy five (75) days
following the close of the relevant fiscal year of the Company but, in any event, any such bonus
will be paid for a given fiscal year within one hundred and twenty (120) days of the closing of
the fiscal year.



(c) Long Term Incentive Compensation.



(i) The Company acknowledges that it has implemented the Long Term Incentive Plan (the “LTIP”)
involving annual equity and cash awards to key employees. Beginning with the Company’s fiscal year
ending June 30, 2011, and provided that the Executive remains eligible to participate in the LTIP,
pursuant to its terms, any award earned by the Executive under the LTIP shall consist of stock
options, restricted stock units and cash. The apportionment of any such award earned under the
LTIP shall be 20% non-qualified stock options, 40% restricted stock units and 40% cash. The terms
and conditions governing eligibility for, entitlement to, and receipt of any award under the LTIP
shall be governed by the LTIP and the applicable award agreements. Subject to any eligibility
requirements, the Executive shall be entitled to participate in all such LTIP programs at a level
commensurate with his position within the Company and with other comparable senior executives of
the Company.



(ii) To the extent the Company establishes any additional programs or plans in the future, the
Executive shall be eligible to receive annual equity awards in the Company based on such long term
incentive compensation programs or plans for key senior executive management, including but not
limited to programs or plans providing for awards of restricted stock, stock options, warrants,
phantom stock etc. in the Company as the Company may elect for the benefit of its employees at any
time during the Executive’s employment pursuant to this Agreement (subject to the terms and
conditions contained in any such programs or plans as are in effect from time to time). Nothing
herein shall be deemed to restrict or prohibit the Company from introducing, modifying or
terminating the LTIP or any other incentive plans as it sees fit, to the extent permitted by
applicable law. The terms and conditions governing eligibility for, entitlement to, and receipt of
any options or other form of equity in the Company shall be governed by the applicable long term
incentive compensation plan agreements. Subject to any eligibility requirements, the Executive
shall be entitled to participate in such incentive programs, other than the LTIP, at a level
commensurate with his position within the Company and with other comparable senior executives of
the Company.



(d) Deferred Compensation. The Executive shall be eligible to participate in the
Dollar Financial Corp. Deferred Compensation Plan, as in effect from time to time, to the same
extent as other comparable senior executives of the Company.



(e) Other Expenses. In addition to the compensation provided for above, the Company
agrees to pay or to reimburse the Executive during his employment for all reasonable, ordinary and
necessary, properly vouchered, business or entertainment expenses incurred in the performance of
his services hereunder in accordance with Company policy in effect from time to time.



(f) Vacation. The Executive shall be allowed four (4) weeks of paid vacation during
each calendar year. To the extent that the Executive is unable to use his accrued vacation leave
in a given calendar year, he shall be permitted to carry over his paid vacation leave and use it in
subsequent years, and shall not forfeit his accrued vacation leave.



(g) Car Lease/Allowance Agreement. During the term of his employment, the Executive
shall be entitled to a leased car provided to him at the Company’s expense, provided that the
monthly lease payment shall not exceed $2,000. The Company shall also cover reasonable upkeep,
repairs, insurance, mileage overages, fuel and maintenance for the leased car, up to an annual
amount as may be established from time to time by the Company. During his employment under this
Agreement, the Executive shall be entitled to a new car lease no less than every three years.
Alternatively, the Executive may elect to receive a car allowance of $2,000 per month and, in
addition, the Company shall also pay for reasonable upkeep, repairs, insurance, fuel and
maintenance for the respective car, up to an annual amount as may be established from time to time
by the Company.



(h) Fringe Benefits. In addition to his compensation provided by the foregoing, the
Executive shall be entitled to the benefits available generally to Company executives and employees
pursuant to Company programs, including, by way of illustration, personal leave, paid holidays,
sick leave, profit-sharing, 401(k) plan, deferred compensation plan, retirement, disability,
dental, vision, group sickness, accident, life or health insurance programs of the Company which
may now or, if not terminated, shall hereafter be in effect, or in any other or additional such
programs which may be established by the Company, as and to the extent any such programs are or may
from time to time be in effect, as determined by the Company and the terms hereof, subject to the
applicable terms and conditions of the benefit plans in effect at that time. Nothing herein shall
affect the Company’s ability to modify, alter, terminate or otherwise change any benefit plan it
has in effect at any given time, to the extent permitted by law. Notwithstanding anything herein
to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit
provided pursuant to Sections 4(e) and 4(g) and this Section 4(h) does not constitute a “deferral
of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as
amended from time to time, and its implementing regulations and guidance (“Section 409A”) (A) the
amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during
any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind
benefits provided to the Executive in any other calendar year, (B) the reimbursements for expenses
for which the Executive is entitled to be reimbursed shall be made on or before the last day of the
calendar year following the calendar year in which the applicable expense is incurred and (C) the
right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged
for any other benefit.



(i) Retention Bonus.



(i) In recognition of the Executive’s prior and future service to the Company, the Executive
will be entitled to receive a bonus, to be paid at the rate of $150,000 per year, less applicable
tax withholding, payable in equal monthly installments during the Executive’s lifetime on the first
business day of each month (the “Retention Bonus”) and, upon the Executive’s death, if the
Executive has remained married to his spouse on the date of this Agreement through his date of
death, such spouse will thereafter be entitled to receive $75,000 per year, less applicable tax
withholding, payable in equal monthly installments for her lifetime on the first business day of
each month (the “Survivor Benefit”), if and when: (i) the Executive’s employment terminates for any
reason on or after June 30, 2011, in which case payments will commence in the month following the
effective date of the Separation from Service (as defined below); (ii) the Executive’s employment
is terminated by the Company without Cause (as defined below) or by the Executive’s resignation
with Good Reason (as defined below), in which case payments will commence in the month following
the expiration of the Severance Period (as defined below); or (iii) the Executive’s employment
terminates by reason of his death or Disability (as defined below), in which case Retention Bonus
payments or Survivor Benefit payments, as applicable, will commence in the month following the
effective date of such termination by reason of death or Disability.



(ii) In addition to the Retention Bonus and Survivor Benefit described in Section 4(i)(i)
above, the Executive will be entitled to receive a bonus, to be paid at the rate of $50,000 per
year, less applicable tax withholding, payable in equal monthly installments during the Executive’s
lifetime on the first business day of each month (the “Incremental Retention Bonus”) and, upon the
Executive’s death, if the Executive has remained married to his spouse on the date of this
Agreement through his date of death, such spouse will thereafter be entitled to receive $25,000 per
year, less applicable tax withholding, payable in equal monthly installments for her lifetime on
the first business day of each month (the “Incremental Survivor Benefit”), if and when: (i) the
Executive’s employment terminates for any reason on or after December 31, 2012, in which case
payments will commence in the month following the effective date of the Separation from Service;
(ii) the Executive’s employment is terminated by the Company without Cause or by the Executive’s
resignation with Good Reason, in which case payments will commence in the month following the
expiration of the Severance Period; or (iii) the Executive’s employment terminates by reason of his
death or Disability, in which case Incremental Retention Bonus payments or Incremental Survivor
Benefit payments, as applicable, will commence in the month following the effective date of such
termination by reason of death or Disability.



(iii) Notwithstanding the foregoing, if the Retention Bonus, Incremental Retention Bonus,
Survivor Benefit or Incremental Survivor Benefit has commenced prior to a change in control, any
unpaid Retention Bonus, Incremental Retention Bonus, Survivor Benefit or Incremental Survivor
Benefit shall be paid to the Executive or his surviving spouse, as applicable, in the form of an
actuarially equivalent lump sum within 60 days following such change in control, with the actual
payment date within that time period within the Company’s sole discretion. If the Retention Bonus,
Incremental Retention Bonus, Survivor Benefit or Incremental Survivor Benefit has not commenced as
of the date of a change in control, such benefits, as applicable, shall be paid in the form of an
actuarially equivalent lump sum within 60 days following the change in control, with the actual
payment date within that time period within the Company’s sole discretion. Actuarial equivalence
for purposes of the foregoing sentences will be determined in good faith by the Compensation
Committee using (i) an interest rate equal to the average annual yield on a 30-year U.S. Treasury
security for the month in which the lump-sum payment will be made, and (ii) the mortality table
prescribed by the Secretary of the U.S. Treasury for the valuation of lump-sum payment from
qualified retirement plans. For purposes of this Section 4(i), “change in control” shall mean a
Change in Control as defined below in Section 5(h), provided that such Change in Control
constitutes a change in the ownership or effective control of Dollar Financial Corp. or Dollar
Financial Group, Inc. (or both), or a change in the ownership of a substantial portion of the
assets of Dollar Financial Corp. or Dollar Financial Group, Inc., in each case within the meaning
of Treas. Reg. § 1.409A-3(i)(5).



(iv) Notwithstanding anything herein to the contrary, (1) if the Executive terminates his
employment without Good Reason or the Company terminates the Executive for Cause (and, in either
case, such termination occurs prior to a change in control and prior to June 30, 2011), neither the
Executive nor his surviving spouse shall be entitled to any Retention Bonus or Survivor Benefit
under Section 4(i)(i), and (2) if the Executive terminates his employment without Good Reason or
the Company terminates the Executive for Cause (and, in either case, such termination occurs prior
to a change in control and prior to December 31, 2012), neither the Executive nor his surviving
spouse shall be entitled to any Incremental Retention Bonus or Incremental Survivor Benefit under
Section 4(i)(ii). Upon the consummation of any change in control, the Retention Bonus, Incremental
Retention Bonus, Survivor Benefit and Incremental Survivor Benefit, if any, shall become
non-forfeitable.



(v) If the payment of the Retention Bonus or Incremental Retention Bonus is subject to the
requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision), the portion of the
Retention Bonus and Incremental Retention Bonus (or the Survivor Benefit and Incremental Survivor
Benefit if the Executive dies after a Separation From Service) due to be paid to the Executive or
his surviving spouse prior to the earlier of the Executive’s death or the first business day of the
seventh calendar month following the month in which the Separation From Service occurs shall be
delayed and paid in a cash lump sum to the Executive or his surviving spouse, as the case may be,
at the earlier of the Executive’s death or the first business day of the seventh calendar month
following the calendar month in which the date of the Separation From Service occurs.



(j) Retiree Medical. In recognition of the Executive’s prior and future service to
the Company, the Executive and his spouse on the date of this Agreement (and as long the Executive
remains married to such spouse, or is married to such spouse on the date of his death) will be
entitled to retiree medical coverage under the Company’s retiree medical plan, as in effect from
time to time, if and when: (i) the Executive’s employment terminates for any reason on or after
June 30, 2011; (ii) the Executive’s employment is terminated by the Company without Cause (as
defined below) or by the Executive’s resignation with Good Reason (as defined below), in which case
coverage will commence in the month following the expiration of the Severance Period (as defined
below); or (iii) the Executive’s employment terminates by reason of his death or Disability, in
which case coverage will commence in the month following the effective date of such termination by
reason of death, or the expiration of the Severance Period in the case of a termination by reason
of Disability. Notwithstanding anything herein to the contrary, if the Executive terminates his
employment without Good Reason or the Company terminates the Executive for Cause (and, in either
case, such termination occurs prior to a change in control and prior to June 30, 2011), neither the
Executive nor his surviving spouse shall be entitled to any retiree medical coverage under this
Section 4(j); upon the consummation of any Change in Control, the right to receive retiree medical
coverage shall become non-forfeitable.



(k) Attached is Schedule X, which identifies a list of employment terms, conditions and
benefits unique to the Executive’s employment relationship with the Company which shall at least be
maintained, or improved for the benefit of the Employee, for the term of this Agreement.



5. Employment Period; Termination.



(a) Employment Period. The Employment Period shall commence on the date of this
Agreement and shall continue until terminated pursuant to Section 5 of this Agreement. For
purposes of determining under Section 409A whether there has been a “separation from service” with
the meaning of Treasury Regulation Section 1.409A-1(h) (or any successor regulation), the Executive
shall be deemed to have incurred a separation from service if his employment has been terminated in
accordance with Sections 5(b) through Section 5(h) hereof and he is performing less than 50% of the
average level of bona fide services he was performing for the Company in the immediately preceding
36-month period (“Separation From Service”).



(b) Termination By Executive Without Good Reason. Notwithstanding the provisions of
Section 5(a) above, the Executive may terminate the employment relationship at any time for any
reason by giving the Company written notice at least thirty (30) days prior to the effective date
of termination and such termination shall not be deemed to be a breach by the Executive of this
Agreement. The Company, at its election, may (i) require the Executive to continue to perform his
duties hereunder for the full thirty (30) day notice period, or (ii) terminate the Executive’s
employment at any time during such thirty (30) day notice period, provided that any such
termination shall not be deemed to be a termination of the Executive’s employment by the Company
without Cause. Upon such termination, the Executive shall be entitled to: (i) any Base Salary
earned through the effective date of termination that remains unpaid and any accrued but unpaid
vacation time, with any such amounts paid on the first regularly scheduled payroll date following
the effective date of termination; (ii) any bonus payable pursuant to Section 4(b) with respect to
any fiscal year which ended prior to the effective date of the Executive’s termination of
employment, which remains unpaid, with such amount paid in the first regularly scheduled payroll
date following the effective date of termination or, if later, at the same time the bonus would
have been payable to the Executive under Section 4(b) hereof; (iii) any reimbursement or payment
due to the Executive on or prior to the date of such termination which remains unpaid to the
Executive pursuant to the terms of Sections 4(d), 4(e), 4(f), 4(g) and/or 4(h), with any such
payment being made promptly following the effective date of termination but in no event later than
the date set forth in Section 4(h) or Section 4(k), as applicable; (iv) any right, payment or
benefit that accrued or became due to the Executive prior to the date of such termination which
remains unpaid to the Executive under Section 4(i) (Retention Bonus), if any, Section 4(c) (LTIP
Awards), if any, or pursuant to any applicable plans, programs, policies or arrangements of the
Company or any affiliate in which the Executive participated as of the effective date of
termination, including, without limitation, any plans or agreements relating to the vested portion
of any stock options, restricted stock or similar equity interests awarded to the Executive prior
to the date of such termination, or the vested portion of any equity awards granted to the
Executive prior to the date of such termination in connection with any long-term incentive program
in which he has participated while employed by the Company or any of its affiliates (the “Equity
Awards”), and (v) any right, payment or benefit due or that becomes payable under Section 5(i)
(Section 280G of the Code), Section 19 (Indemnification) or Section 20 (Attorneys’ Fees and
Expenses) (collectively “Accrued and Other Obligations”). In addition, any Equity Awards (defined
below) and options subject to LTIP awards which are vested as of the effective date of termination
shall not be forfeited and, if applicable, shall remain exercisable pursuant to their existing
terms and conditions.



(c) Termination By Company For Cause. If the Executive’s employment is terminated for
“Cause,” the Executive will not be entitled to and shall not receive any compensation or benefits
of any type following the effective date of termination. As used in this Agreement, the term
“Cause” shall include but not be limited to a termination for (i) a material breach of any promise
or obligation imposed under this Agreement, including, without limitation, a refusal to
substantially perform the Executive’s duties hereunder, except in the event that the Executive
becomes permanently disabled as set forth in Section 5(e); (ii) material acts of embezzlement or
misappropriation of funds, regardless of whether the embezzlement or misappropriation involves
funds or assets of the Company or a third party; (iii) serious dereliction of fiduciary obligation;
(iv) conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal
act involving moral turpitude; (v) a willful unauthorized disclosure of confidential information
belonging to the Company, or entrusted to the Company by a client, customer, or other third party;
(vi) an intentional violation of any material Company rule, regulation or policy; (vii) any willful
act materially adverse to the interests of the Company or reasonably likely to result in material
harm to the Company or to bring the Company into disrepute; (vii) engaging in behavior that would
constitute grounds for liability for harassment (as proscribed by the U.S. Equal Employment
Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other
egregious conduct that violates laws governing the workplace; provided, however, that “Cause” shall
not be found to exist absent a unanimous vote of the non-interested members of the Board of
Directors (for purposes of this Agreement, the term “non-interested members” shall be defined as
all of the members of the Board at the relevant time, excluding the Executive), with the Executive
being provided ten (10) days advance written notice of the meeting of the Board at which such a
vote is scheduled to be taken, and the Executive and, at his election, counsel for the Executive
being permitted to address the Board on the issue of any alleged “cause” for termination at such
meeting.



(d) Termination By Company Without Cause. Upon thirty (30) days written notice, the
Company shall retain the right to terminate the Executive without cause. If the Executive’s
employment is terminated by the Company without cause, the Executive shall be provided with the
following severance package, contingent upon the terms set forth below:



(i) The Executive shall continue to receive an amount equivalent to his base salary for a
period of twelve (12) months following the effective date of his Separation From Service (the
“Severance Period”), said amounts to be paid to the Executive bi-weekly;



(ii) The Executive shall receive a payment for his annual bonus (as contemplated under Section
4(b) of this Agreement), which shall be calculated by averaging the amount of the annual bonuses
received by the Executive for the prior two years, and shall be paid out in equal monthly
installments over the Severance Period;



(iii) During the Severance Period, the Company shall continue to contribute to the cost of the
Executive’s health insurance coverage by contributing an amount equal to the amount paid by the
Company towards the health insurance premiums of active Company employees towards the Executive’s
COBRA premium, but only to the extent that the Executive applies for and otherwise remains eligible
for health care continuation coverage under COBRA throughout the Severance Period;



(iv) During the Severance Period, the Company shall continue paying the premiums or will
reimburse the Executive for premiums paid for life and disability insurance and other benefit
programs that were in effect at the time of termination and shall continue to pay the Executive his
car lease/allowance payment, in each case, in no event later than the date set forth in Section
4(h);



(v) During the Severance Period, the Executive shall continue to receive the fringe benefits
described on and in accordance with Exhibit X to this Agreement, but only to the extent that such
benefits may be continued during the Severance Period in accordance with applicable law without any
material adverse tax or financial accounting or reporting consequences accruing to the Company,
with such payments and reimbursements being made no later than the date forth in Exhibit X;



(vi) With respect to any Equity Award (including but not limited to stock options, restricted
stock or similar equity interests awarded to the Executive, or equity awards granted to the
Executive in connection with any long-term incentive program, including the LTIP, in which he has
participated as an executive of the Company) (the “Equity Awards”)) in which the Executive has
vested as of the effective date of his termination, all such Equity Awards will remain exercisable
for a period beginning on the effective date of the Executive’s termination and ending on the
sooner of twelve (12) months from the effective date of the Executive’s termination, the latest
date upon which the Equity Award would have expired by its original terms if the Executive had
remained employed indefinitely or the 10th anniversary of the original date of grant of
the Equity Award; and



(vii) The Accrued and Other Obligations.



The benefits and compensation described in Sections 5(d)(i) through (vii) that the Executive shall
receive is referred to jointly herein as the Severance Compensation.



The Executive shall not be entitled to any Severance Compensation unless (i) the Executive complies
with all surviving provisions of any non-competition agreement, non-solicitation agreement,
confidentiality agreement or invention assignment agreement signed by the Executive, and (ii) the
Executive executes and delivers to the Company after a notice of termination, and does not revoke,
a release in form and substance acceptable to the Company by which the Executive releases the
Company from any obligations and liabilities of any type whatsoever, including those arising out of
his employment, the termination of employment, or under this Agreement, except for the Company’s
obligations with respect to the Severance Compensation, which release shall not affect the
Executive’s right to indemnification, if any, for actions taken within the scope of his employment
including reimbursement for all costs and attorneys fees relating to litigation, judgments or
awards, related to the Executive’s performance of the duties and responsibilities of his position.
The parties hereto acknowledge that the Severance Compensation to be provided under this Section
5(d) is to be provided in consideration for the above-specified release.



The Severance Compensation described in this Section 5(d) is intended to supersede any other
severance payment provided by any Company policy, plan or practice. Therefore, to the extent that
the Executive receives Severance Compensation consistent with the terms of this Section, the
Executive shall be disqualified from receiving any severance payment under any other Company
severance policy, plan or practice.



(e) Termination for Executive’s Permanent Disability. To the extent permissible under
applicable law, in the event the Executive becomes permanently disabled during employment with the
Company, the Company may terminate this Agreement by giving thirty (30) days notice to the
Executive of its intent to terminate, and unless the Executive resumes performance of the duties
set forth in Section 3 within five (5) days of the date of the notice and continues performance for
the remainder of the notice period, this Agreement shall terminate at the end of the thirty (30)
day period. A termination due to the Executive’s Permanent Disability shall be treated for all
severance purposes as a Termination “Without Cause,” and the Executive shall be entitled to receive
all of the payments identified in Section 5(d) of this Agreement, provided that he complies with
the terms and conditions set forth in Section 5(d). “Permanently disabled” or “Disabled” for the
purposes of this Agreement means the Executive’s inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not less than 12 months.



(f) Termination Due To Executive’s Death. In the event that the Executive dies during
the term of this Agreement, this Agreement shall terminate as of the date of the Executive’s death.
A termination due to the Executive’s death shall be treated for all severance purposes as a
Termination “Without Cause,” and the Executive’s estate shall entitled to receive all of the
Severance Compensation identified in Section 5(d), provided that it complies with any applicable
terms and conditions set forth in Section 5(d). The Executive’s estate shall also be entitled to
receive any Accrued and Other Obligations.



(g) Termination by Executive for “Good Reason”. Subject to the provisions outlined
below, at any time after the date the Executive commences employment under this Agreement, upon
thirty (30) days’ written notice to the Company of his intent to terminate the Agreement, the
Executive shall have the right to terminate his employment under this Agreement for “Good Reason”
(as defined below). For purposes of this Agreement, “Good Reason” is defined as any one of the
following:



(i) any failure by Company to pay the compensation and benefits provided for in this Agreement
or any other material breach by Company of any provision of this Agreement, after written notice by
the Executive to cure such failure or breach, and failure by Company to cure, within a period of
fifteen (15) days following such written notice; or



(ii) any material adverse change in the Executive’s position (including status, offices,
titles and reporting requirements), authority, duties or responsibilities, or any other action by
the Company made without the Executive’s permission (other than a change due to the Executive’s
Permanent Disability or due to a need for accommodation), after written notice by the Executive to
cure such material adverse change and failure by Company to cure, within a period of fifteen (15)
days following such written notice, which results in:




	 	(1)	 	a diminution in any material respect in the
Executive’s position, authority, duties, responsibilities or
compensation, which diminution continues in time over at least thirty
(30) days, such that it constitutes an effective demotion; or






	 	(2)	 	relocation of the Executive’s regular work
address to a location more than thirty (30) miles from its location at
the commencement of the Employment Term without the Executive’s written
consent; or





(iii) failure on the part of the Company to include the Executive under any applicable
directors’ and officers’ insurance policy provided by the Company after written notice by the
Executive to secure such insurance coverage, and failure by Company to cure, within a period of
fifteen (15) days following such written notice.



If the Executive terminates his employment for Good Reason in connection with a Change in
Control (as defined in Section 5(h) of this Agreement), then the Executive shall, subject to the
conditions set forth herein, receive the compensation and benefits set forth in Section 5(h)
applicable to termination of the Executive’s employment in relation to a Change in Control. If the
Executive terminates his employment for Good Reason otherwise than in connection with a Change in
Control, then the Executive shall, subject to the conditions set forth in Section 5(d), receive the
compensation and benefits set forth in Section 5(d) applicable to termination of the Executive’s
employment by Company without Cause.



(h) Termination Without Cause in Connection with a “Change of Control.” In the event
that, within eighteen (18) months of a “Change of Control,” as defined below (with this time period
being referred to as the “Change of Control Period”), the Executive’s employment with the Company
is either (a) terminated by the Company without cause, or (b) terminated by the Executive for “Good
Reason”, then, in lieu of the severance benefits provided for in Section 5(d) of this Agreement,
the Executive shall be entitled to certain enhanced severance benefits, contingent upon his
compliance with the terms and conditions serving as prerequisites to his eligibility for Severance
Compensation set forth in Section 5(d).  Under such circumstances, the Executive shall be entitled
to the following:



(i) Instead of twelve months of salary continuation, the Executive shall be entitled to
receive an additional six months of his base salary, so that the Executive shall be entitled to
receive a total of eighteen (18) months of salary continuation, which shall be payable over the
eighteen month period subsequent to the effective date of the Separation From Service (the
“Enhanced Severance Period”); and



(ii) The Executive shall receive a bonus payment (as contemplated under Section 4(b) of this
Agreement), which shall be calculated by averaging the amount of the annual bonuses received by the
Executive for the prior two years, and multiplying this average by 1.5, and this bonus amount shall
be payable in equal monthly installments over the Enhanced Severance Period; and



(iii) Any LTIP award that is not an Equity Award will become fully vested as of the day
immediately prior to the termination of the Executive’s employment with the Company, and with
respect to any Equity Award: (x) to the extent that the Executive has received or is eligible to
receive any such Equity Awards that are not otherwise fully exercisable and vested as of the
termination date, such Equity Awards will become fully vested as of the day immediately prior to
the termination of the Executive’s employment with the Company, and (y) all such Equity Awards will
thereafter become immediately exercisable for a period beginning on the effective date of the
Executive’s termination and ending on the sooner of twelve (12) months from the effective date of
the Executive’s termination, the latest date upon which the Equity Award would have expired by its
original terms if the Executive had remained employed indefinitely or the 10th
anniversary of the original date of grant of the Equity Award; and



(iv) The Executive shall be eligible to receive the Severance Compensation set forth in
Section 5(d)(iii), (iv), (v) and (vii) above.



For purposes of this Section, “Change of Control” shall mean, and be deemed to have occurred upon:
(i)  a sale or transfer of substantially all of the assets of either Dollar Financial Corp. or
Dollar Financial Group, Inc. in any transaction or series of related transactions (other than sales
in the ordinary course of business); (ii) any merger, consolidation or reorganization to which
either Dollar Financial Corp. or Dollar Financial Group, Inc. is a party, except for an internal
reorganization or a merger, consolidation or reorganization in which the Company is the surviving
corporation and, after giving effect to such merger, consolidation or reorganization, the holders
of the Company’s outstanding Common Stock (on a fully-diluted basis) immediately prior to the
merger, consolidation or reorganization will own, immediately following the merger, consolidation
or reorganization, capital stock holding a majority of the voting power of the Company; (iii) any
sale or series of sales of shares of the capital stock of Dollar Financial Corp. by the holders
thereof which results in any person or group of  affiliated persons owning capital stock holding
twenty five percent (25%) or more of the voting power of Dollar Financial Group, Inc. at the time
of such sale or series of sales; (iv) a circumstance where any individual, firm, corporation,
limited liability company, partnership, sole proprietorship, trust or other legally cognizable
entity (“Person”) other than an “Exempted Person” (as defined below) who or which, alone or
together with any affiliates or associates of that person, becomes the Beneficial Owner (as defined
in Rule 13d-3 of the Securities Exchange Act of 1934, as amended from time to time) of twenty-five
percent (25%) or more of the voting securities of Dollar Financial Corp. (including all securities
or other interests in Dollar Financial Corp. having by their terms ordinary voting power to elect
members of the Board of Directors of Dollar Financial Corp. collectively “Voting Securities”)
except as a result of (y) any acquisition of the Dollar Financial Corp.’s Voting Securities by the
Company, or (z) any acquisition of Dollar Financial Corp’s Voting Securities directly from the
Company, as authorized by the Board; (v) any liquidation, dissolution or winding up of either
Dollar Financial Corp. or Dollar Financial Group, Inc.; (vi) any circumstance by which the persons
who constitute Dollar Financial Corp.’s Board of Directors as of the date hereof cease for any
reason to constitute a majority of the directors of Dollar Financial Corp., unless the election or
nomination for election of each director who is not a director on the date hereof was approved by a
vote of no less than a two-thirds (2/3) of the directors then still in office who are directors on
the date hereof or are new directors approved by such vote; or (vii) Dollar Financial Corp. ceases
to be a company whose common stock is publicly traded on a major United States stock exchange such
as the NYSE or NASDAQ.



For purposes of this Agreement, an “Exempted Person” shall be defined as: (i) the Executive or any
group (as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934) of which the
Executive is a member; (ii) any Person that controls (as defined in Rule 12b-2 of the Securities
Exchange Act of 1934) the Company as of the date of this Agreement or any group of which any such
Person is a member; (iii) any corporation or other entity owned directly or indirectly by the
shareholders of the Company in substantially the same proportions as their ownership of the
Company’s Voting Securities; or (iv) any employee benefit plan or related trust that is maintained
or sponsored by the Company or any of its subsidiaries, or any trustee or other fiduciary of the
Company or any Subsidiary.



The enhanced Severance Compensation described in this Section 5(h) is intended to supersede any
other severance payment provided by any Company policy, plan or practice. Therefore, the Executive
shall be disqualified from receiving any severance payment under any other Company severance
policy, plan or practice.



(i) Section 280G of the Code.



(i) General. All amounts payable to the Executive by the Company whether under this
Agreement or any other agreement, program or arrangement with the Company (each, a “Payment”) will
be made without regard to whether the deductibility of such payments (considered together with any
other entitlements or payments otherwise paid or due to the Executive) would be limited or
precluded by Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and without
regard to whether such payments would subject the Executive to the excise tax levied under Section
4999 of the Code; provided, however, that if the Total After-Tax Payments (as defined below) paid
to or on for the benefit of the Executive would be increased by the limitation or elimination of
one or more of such Payments, then the Board will reduce or, or if necessary, eliminate any or all
Payments to the extent necessary to maximize the Total After-Tax Payments.



(ii) Measurements and Adjustments. The determination of the amount of the payments
and benefits paid and payable to the Executive and whether and to what extent reduction or the
elimination of any amounts payable are required to be made will be made at the Company’s expense by
a qualified independent professional selected by the Company, which professional shall provide the
Executive and the Company with detailed supporting calculations with respect to its determination
within thirty (30) business days of the receipt of notice from the Executive or the Company that
the Executive has received or will receive a payment that is potentially subject to Section 280G of
the Code. Any determination by the professional shall be binding upon the Company and the
Executive.



(iii) Underpayment or Overpayment. In the event of any underpayment or overpayment to
the Executive, the amount of such underpayment or overpayment will be, as promptly as practicable,
paid by the Company to the Executive or refunded by the Executive to the Company, as the case may
be.



(iv) Definitions. For purposes of this Agreement, the term “Total After-Tax Payments”
means the total of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the
Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after
reduction for all applicable federal taxes (including, without limitation, the tax described in
Section 4999 of the Code).



(j) Section 409A of the Code. Notwithstanding anything to the contrary in this
Agreement or elsewhere, if Executive is a “specified employee” as determined pursuant to Section
409A of the Code as of the date of the Executive’s Separation From Service and if any payment or
benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of
compensation” within the meaning of Section 409A and (y) cannot be paid or provided in the manner
otherwise provided without subjecting the Executive to “additional tax”, interest or penalties
under Section 409A, then any such payment or benefit that is payable during the first six months
following Executive’s Separation From Service shall be paid or provided to the Executive in a cash
lump-sum on the first business day of the seventh calendar month following the month in which the
Executive’s Separation From Service occurs. In addition, any payment or benefit due upon a
termination of Executive’s employment that represents a “deferral of compensation” within the
meaning of Section 409A shall only be paid or provided to the Executive upon a Separation From
Service (as defined in Section 5(a) above). Notwithstanding anything to the contrary in this
Section 5 or elsewhere, any payment or benefit under this Section 5, or otherwise, that is exempt
from Section 409A pursuant to Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be paid
or provided to the Executive only to the extent that the expenses are not incurred, or the benefits
are not provided, beyond the last day of the second taxable year of the Executive following the
taxable year of the Executive in which the Separation From Service occurs; and provided further
that such expenses are reimbursed no later than the last day of the third taxable year following
the taxable year of the Executive in which the Separation From Service occurs. Finally, for the
purposes of this Agreement, amounts payable under Section 5 shall be deemed not to be a “deferral
of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury
Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,”
including the exception under subparagraph (iii)) and other applicable provisions of Treasury
Regulation Section 1.409A-1 through A-6.



(k) Continuing Obligations. The Executive acknowledges and agrees that the
non-competition and non-solicitation restrictions set forth in Sections 7 and 8 of this Agreement
will remain in full force and effect for a period of twenty four (24) months following the
expiration of this Agreement or the termination of his employment for any reason. Furthermore, the
obligations imposed on the Executive with respect to confidentiality, non-disclosure and assignment
of rights to inventions or developments in this Agreement or any other agreement executed by the
parties shall continue, notwithstanding the expiration or termination of the employment
relationship between the parties.



6. Company Property. All correspondence, records, documents, software, promotional materials,
and other Company property, including all copies, which come into the Executive’s possession by,
through or in the course of his employment, regardless of the source and whether created by the
Executive, are the sole and exclusive property of the Company, and immediately upon the termination
of the Executive’s employment, or at any time the Company shall request, the Executive shall return
to the Company all such property of the Company, without retaining any copies, summaries or
excerpts of any kind or in any format whatsoever. The Executive further agrees that should he
discover any Company property or Confidential Company Information in his possession after the
return of such property has been requested, the Executive agrees to return it promptly to Company
without retaining copies, summaries or excerpts of any kind or in any format whatsoever.



7. Non-Competition. In consideration of the compensation and other benefits to be paid to the
Executive pursuant to this Agreement, the Executive agrees that he will not, without prior written
consent of the board of directors of Company, for a period of twenty four (24) months after his
termination of employment for any reason:



(a) directly or indirectly engage in the United States, Canada or any other country in which
Company now or hereafter during the Executive’s period of employment, conducts business, in any
activity which, or any activity for any enterprise or entity a material part of the business of
which, is competitive with the business conducted by Company at the time of termination or any
business that Company proposed to be conducted during the Executive’s employment with the Company,
either as an officer, director, employee, independent contractor or as a 2% or greater owner,
partner, or stockholder in a publicly traded entity;



(b) directly or indirectly cause or request a curtailment or cancellation of any significant
business relationship that Company has with a current or prospective vendor, business partner,
supplier or other service or goods provider that would have a material adverse impact on the
business of Company or;



(c) directly or indirectly induce or attempt to influence any employee of Company to terminate
his or her employment with Company.



8. Non-Solicitation.



(a) During the Executive’s employment with the Company and for twenty four (24) months after
termination of his employment for any reason, the Executive will not, directly or indirectly, on
his/her own behalf or on behalf of any third party, (i) target, recruit, solicit or induce, or
attempt to induce, any employees of the Company to terminate their employment with, or otherwise
cease their relationship with, the Company; or (ii) solicit, divert, reduce, take away, or attempt
to divert, reduce or take away, the business or patronage (with respect to products or services of
the kind or type developed, produced, marketed, furnished or sold by the Company with which the
Executive was substantively involved during the course of his employment with the Company) of any
of the Company’s (A) clients, customers, franchisees, or accounts, or (B) prospective clients,
customers, franchisees or accounts, that were contacted or solicited by the Executive within six
(6) months prior to the date his employment with the Company terminated.



(b) The Executive acknowledges and understands that, in the event of a breach or threatened
breach of this provision by the Executive, the Company may suffer irreparable harm and will
therefore be entitled to injunctive relief to enforce this provision, which shall be in addition to
any other remedies available to it, as well as an award of attorneys’ fees and costs to cover the
expenses it incurs in seeking to enforce this provision.



9. Protection of Confidential Information. The Executive agrees that all information, whether
or not in writing, relating to the business, technical or financial affairs of the Company and that
is generally understood in the industry as being confidential and/or proprietary, is the exclusive
property of the Company. The Executive agrees to hold in a fiduciary capacity for the sole benefit
of the Company all secret, confidential or proprietary information, knowledge, data, or trade
secret (“Confidential Information”) relating to the Company or any of its affiliates or their
respective clients, which Confidential Information shall have been obtained during his employment
with the Company. The Executive agrees that he will not at any time, either during the Term of
this Agreement or after its termination, disclose to anyone any Confidential Information, or
utilize such Confidential Information for his own benefit, or for the benefit of third parties
without written approval by an officer of the Company. The Executive further agrees that all
intellectual property, business processes, proprietary forms, business plans, customer lists,
memoranda, notes, records, data, schematics, sketches, computer programs, prototypes, proprietary
franchise circulars or similar materials, or written, photographic, magnetic or other documents or
tangible objects compiled by the Executive or made available to the Executive during the Term of
his employment concerning the business of the Company and/or its clients, including any copies of
such materials, shall be the property of the Company and shall be delivered to the Company on the
termination of his employment, or at any other time upon request of the Company.



(a) Court-Ordered Disclosure. In the event that, at any time during his employment
with the Company or at any time thereafter, the Executive receives a request to disclose all or any
part of the trade secrets and other proprietary and confidential information under the terms of a
subpoena or order issued by a court or by a governmental body, the Executive agrees to notify the
Company immediately of the existence, terms, and circumstances surrounding such request, to consult
with the Company on the advisability of taking legally available steps to resist or narrow such
request; and, if disclosure of such trade secrets and other proprietary and confidential
information is required to prevent the Executive from being held in contempt or subject to other
penalty, to furnish only such portion of the trade secrets and other proprietary and confidential
information as, in the written opinion of counsel satisfactory to the Company, the Executive is
legally compelled to disclose, and to exercise the Executive’s best efforts to obtain an order or
other reliable assurance that confidential treatment will be accorded to the disclosed trade
secrets and other proprietary and confidential information.



10. Intellectual Property.



(a) Disclosure of Inventions. The Executive will promptly disclose in confidence to
the Company all inventions, improvements, processes, products, designs, original works of
authorship, formulas, processes, compositions of matter, computer software programs, Internet
products and services, e-commerce products and services, e-entertainment products and services,
databases, mask works, trade secrets, product improvements, product ideas, new products,
discoveries, methods, software, uniform resource locators or proposed uniform resource locators
(“URLs”), domain names or proposed domain names, any trade names, trademarks or slogans, which may
or may not be subject to or able to be patented, copyrighted, registered, or otherwise protected by
law (the “Inventions”) that the Executive makes, conceives or first reduces to practice or create,
either alone or jointly with others, during the period of his employment, whether or not in the
course of his employment, and whether or not such Inventions are patentable, copyrightable or able
to be protected as trade secrets, or otherwise able to be registered or protected by law.



(b) Work for Hire; Assignment of Inventions. The Executive acknowledges and agrees
that any copyrightable works prepared by him within the scope of his employment are “works for
hire” under the Copyright Act and that the Company will be considered the author and owner of such
copyrightable works. The Executive agrees that all Inventions that (i) are developed using
equipment, supplies, facilities or trade secrets of the Company, (ii) result from work performed by
him for the Company, or (iii) relate to the Company’s business or current or anticipated research
and development, will be the sole and exclusive property of the Company and are hereby irrevocably
assigned by the Executive to the Company from the moment of their creation and fixation in tangible
media.



(c) Assignment of Other Rights. In addition to the foregoing assignment of Inventions
to the Company, the Executive hereby irrevocably transfers and assigns to the Company: (i) all
worldwide patents, patent applications, copyrights, mask works, trade secrets and other
intellectual property rights in any Invention; and (ii) any and all “Moral Rights” (as defined
below) that the Executive may have in or with respect to any Invention. The Executive also hereby
forever waives and agrees never to assert any and all Moral Rights the Executive may have in or
with respect to any Invention, even after termination of his work on behalf of the Company. “Moral
Rights” mean any rights to claim authorship of an Invention, to object to or prevent the
modification of any Invention, or to withdraw from circulation or control the publication or
distribution of any Invention, and any similar right, existing under judicial or statutory law of
any country in the world, or under any treaty, regardless of whether or not such right is
denominated or generally referred to as a “moral right.”



(d) Assistance. The Executive agrees to assist the Company in every proper way to
obtain for the Company and enforce patents, copyrights, mask work rights, trade secret rights and
other legal protections for the Company’s Inventions in any and all countries. The Executive will
execute any documents that the Company may reasonably request for use in obtaining or enforcing
such patents, copyrights, mask work rights, trade secrets and other legal protections. His
obligations under this section will continue beyond the termination of his employment with the
Company, provided that the Company will compensate him at a reasonable rate after such termination
for time or expenses actually spent by him at the Company’s request on such assistance; provided
such expenses shall be paid to the Executive promptly but in no event later than the end of the
calendar year following the calendar year in which they are incurred. The Executive appoints the
Secretary of the Company as his attorney-in-fact to execute documents on his behalf for this
purpose.



11. Injunctive Relief. The Executive understands that, in the event of a breach or threatened
breach of this Agreement by the Executive, the Company may suffer irreparable harm and will
therefore be entitled to injunctive relief, without prior notice to the Executive and without the
posting of a bond or other guarantee, to enforce this Agreement. This provision is not a waiver of
any other rights which the Company may have under this Agreement, including the right to recover
attorneys’ fees and costs to cover the expenses it incurs in seeking to enforce this agreement, as
well as to any other remedies available to it, including money damages.



12. Publicity. Neither party shall issue, without consent of the other party, any press
release or make any public announcement with respect to this Agreement or the employment
relationship between them. Following the date of this Agreement and regardless of any dispute that
may arise in the future, the Executive and the Company jointly and mutually agree that they will
not disparage, criticize or make statements which are negative, detrimental or injurious to the
other to any individual, company or client, including within the Company.



13. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their heirs, personal representatives, successors and assigns. In the event the
Company is acquired, is a non surviving party in a merger, or transfers substantially all of its
assets, this Agreement shall not be terminated and the transferee or surviving company shall be
bound by the provisions of this Agreement. The parties understand that the obligations of the
Executive are personal and may not be assigned by him.



14. Entire Agreement. This Agreement, and any Schedules attached hereto, contain the entire
understanding of the Executive and the Company with respect to employment of the Executive and
supersedes any and all prior understandings, written or oral, including, without limitation, the
Amended and Restated Employment Agreement dated May 15, 2008 by and between the Company and the
Executive. This Agreement may not be amended, waived, discharged or terminated orally, but only by
an instrument in writing, specifically identified as an amendment to this Agreement, and signed by
all parties. By entering into this Agreement, the Executive certifies and acknowledges that he has
carefully read all of the provisions of this Agreement and that he voluntarily and knowingly enters
into said Agreement.



15. Severability. Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be deemed severable from the remainder of this
Agreement, and the remaining provisions contained in this Agreement shall be construed to preserve
to the maximum permissible extent the intent and purposes of this Agreement.



16. Governing Law and Submission to Jurisdiction. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania, without
giving effect to the principles of conflicts of law thereof.



17. Notices. Any notice provided for in this Agreement shall be provided in writing. Notices
shall be effective from the date of service, if served personally on the party to whom notice is to
be given, or on the second day after mailing, if mailed by first class mail, postage prepaid.
Notices shall be properly addressed to the parties at their respective addresses identified below
or to such other address as either party may later specify by notice to the other.



18. Venue. All legal actions arising under this Agreement shall be instituted in, and both
the Executive and the Company consent to jurisdiction within, the Commonwealth of Pennsylvania,
without giving effect to the principles of conflicts of law thereof. The parties agree that any
legal proceeding, commenced by one party against the other, shall be brought in any state or
Federal court having proper jurisdiction, within the Commonwealth of Pennsylvania. Both parties
submit to such jurisdiction, and waive any objection to venue and/or claim of inconvenient forum.



19. Indemnification. In his capacity as a director, manager, officer, or employee of the
Company or serving or having served any other entity as a director, manager, officer, or executive
at the Company’s request, the Executive shall be indemnified and held harmless by the Company to
the fullest extent allowed by law, the Company’s charter and by-laws, from and against any and all
losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments,
fines, settlements and other amounts arising from any and all claims, demands, actions, suits or
proceedings, civil, criminal, administrative or investigative, in which the Executive may be
involved, or threatened to be involved, as a party or otherwise by reason of the Executive’s
status, which relate to or arise out of the Company, their assets, business or affairs, if in each
of the foregoing cases, (i) the Executive acted in good faith and in a manner the Executive
believed to be in, or not opposed to, the best interests of the Company, and, with respect to any
criminal proceeding, had no reasonable cause to believe the Executive’s conduct was unlawful, and
(ii) the Executive’s conduct did not constitute gross negligence or willful or wanton misconduct
(and the Company shall also advance expenses as incurred to the fullest extent permitted under
applicable law, provided the Executive provides an undertaking to repay advances if it is
ultimately determined that the Executive is not entitled to indemnification). The Company shall
advance all expenses incurred by the Executive in connection with the investigation, defense,
settlement or appeal of any civil or criminal action or proceeding referenced in this Section,
including but not necessarily limited to legal counsel, expert witnesses or other
litigation-related expenses. The Executive shall be entitled to coverage under the Company’s
directors and officers liability insurance policy in effect at any time in the future to no lesser
extent than any other officers or directors of the Company. After the Executive is no longer
employed by the Company, the Company shall keep in effect the provisions of this Section, which
provision shall not be amended except as required by applicable law or except to make changes
permitted by law that would enlarge the right of indemnification of the Executive. Notwithstanding
anything herein to the contrary, the provisions of this Section shall survive the termination of
this Agreement and the termination of the Period of Employment for any reason.



20. Attorneys’ Fees and Expenses. In the event of any litigation between the Executive and
the Company concerning this Agreement, the prevailing party shall be entitled to recover its costs
and expenses, including reasonable attorney’s fees.



21. No Mitigation. If an event triggering the Executive’s entitlement to Severance
Compensation occurs, the Executive need not seek other employment or attempt in any way to reduce
the amount of any payments or benefits to the Executive by the Company under this Agreement. The
amount of the Severance Compensation shall not be reduced by any compensation earned by the
Executive as the result of any other employment, consulting relationship or other business activity
or engagement post-termination.



22. No Set-off. Except as reflected in Section 20(d) of this Agreement, the Company’s
obligations under this Agreement are absolute and unconditional, and not subject to any set-off,
counterclaim, recoupment, defense or other right that the Company may have against the Executive.



23. Company Successors. In addition to any obligations imposed by law upon any successor to
the Company, the Company shall require any successor to all or substantially all of the Company’s
business or assets (whether direct or indirect, and whether by purchase, reorganization, merger,
share exchange, consolidation, or otherwise) to expressly assume and agree to perform the Company’s
obligations under this Agreement to the same extent, and in the same manner, as the Company would
be required to perform if no such succession had occurred. This Agreement shall be binding upon,
and inure to the benefit of, any successor to the Company.



24. Miscellaneous.



(a) No delay or omission by the Company in exercising any right under this Agreement shall
operate as a waiver of that or any other right. A waiver or consent given by the Company on any
one occasion shall be effective only in that instance and shall not be construed as a bar or waiver
of any right on any other occasion.



(b) The captions of the sections of this Agreement are for convenience of reference only and
in no way define, limit or affect the scope or substance of any section of this Agreement.



(c) The language in all parts of this Agreement will be construed, in all cases, according to
its fair meaning, and not for or against either party hereto. The parties acknowledge that each
party and its counsel have reviewed and revised this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting party will
not be employed in the interpretation of this Agreement.



(d) The obligations of Company under this Agreement, including its obligation to pay the
compensation provided for in this Agreement, are contingent upon the Executive’s performance of the
Executive’s obligations under this Agreement.



(e) This Agreement may be executed, including execution by facsimile signature, in one or more
counterparts, each of which will be deemed an original, and all of which together shall be deemed
to be one and the same instrument



[Signature page follows]






1






IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND, each of the parties hereto has caused
this Agreement to be duly executed and delivered under seal, by its authorized officers or
individually, on the 17th day of May, 2010.



DOLLAR FINANCIAL GROUP, INC.


/s/ Jeffrey A. Weiss     


Jeffrey A. Weiss, Chairman & CEO



DOLLAR FINANCIAL CORP.



/s/ Jeffrey A. Weiss       


Jeffrey A. Weiss, Chairman & CEO



/s/ Randall L. Underwood


Randall L. Underwood



2



Schedule X



In accordance with Section 4(k) of the Amended and Restated Employment Agreement, the following are
additional employment terms, conditions and benefits which, together with the remuneration detailed
in Sections 4(a) through 4(h) of the Employment Contract, collectively shall constitute
“Compensation” to the Executive:



1. Housing Allowance – The Company will continue the present practice of paying a housing
allowance of $3,000 a month. This amount shall be grossed up annually based on employee’s
effective tax rates.



2. Life and Disability Payments – The Company has agreed to pay the annual premiums for
Life and Long Term Disability coverage for the employee as long as the employee receives income
from Dollar Financial. This amount shall be grossed up annually based on the employee’s effective
tax rates.



Except to the extent any expense, reimbursement or in-kind benefit provided under this Schedule X
does not constitute a “deferral of compensation” within the meaning of Section 409A (A) the amount
of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any
calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits
provided to the Executive in any other calendar year, (B) the reimbursements for expenses for which
the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar
year following the calendar year in which the applicable expense is incurred and (C) the right to
payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any
other benefit.




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