*EXHIBIT 10.30***EMPLOYMENT AGREEMENT**     THIS AGREEMENT is made as of the 27 day of June, 2005, by and between RENT-WAY, INC., aPennsylvania corporation, with offices at One RentWay Place, Erie, Pennsylvania 16505 (the“Company”) and **Roger Zwingler**, an individual residing at 5264 Wolf Run Village Lane, Erie, PA 16505(the “Employee”).     WHEREAS, the Company desires to employ the Employee and the Employee desires to accept suchemployment upon the terms and conditions contained in this Agreement, and     WHEREAS, the Company and the Employee desire to rescind all prior agreements regardingemployment between them and make this Agreement the sole contract governing the Company’semployment of the Employee.     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein theCompany and the Employee agree as follows:     1. **Term**. Subject to the terms and conditions set forth in this Agreement, the Companyhereby agrees to employ the Employee, and the Employee hereby accepts such employment, for theperiod beginning on the date of this Agreement and continuing until 1) either party gives at leasttwo (2) weeks prior written notice to the other of the termination of this Agreement or 2) untilthis Agreement is otherwise terminated as provided herein.     If the Company terminates this Agreement for any reason other than the Employee’s deathpursuant to Section 5, the Employee’s disability pursuant to Section 6, or for cause pursuant toSection 9, the Employee shall have the right to receive continuing payments of bi-weekly basesalary (at the rate in effect at the time notice of termination is given) during the 12-monthperiod following the date on which termination is effective. Such continuing payments of basesalary shall be severance pay and shall not constitute a continuation of the Employee’semployment for any reason.     2. **Office; Duties**. During the Term, the Employee shall serve as Vice PresidentMarketing. The President or his designee may at any time change the title of the Employee.     Employee shall perform such duties and discharge such responsibilities as the Presidentor his designee shall from time to time reasonably direct. The Employee agrees to perform suchduties and discharge such responsibilities in a faithful manner and to the best of his ability.The Employee agrees to devote his full business time and attention to the business and affairs ofthe Company and to use his best efforts to promote the interests of the Company. The Employeefurther agrees that he will engage in no outside business concerns or activities that conflict withhis duties to the Company, or are directly or indirectly competitive with the Company, without theCompany’s prior written consent.     The President or his designee may from time to time assign to the Employee additional dutiesand responsibilities and delegate to other employees of the Company duties and responsibilitiesnormally discharged by the Employee. All such assignments and delegations of
 

 
duties and responsibilities shall be made by the President or his designee and may include a reduction of theEmployee’s duties and responsibilities or a reduction in the Employee’s position as reasonablydetermined by the President or his designee.     3. **Compensation**. During the Term, the Company agrees that:          3.1 The Employee shall receive an annual base salary of $165,500, payable in installmentsin accordance with the regular payroll practices of the Company. The Company shall deduct orwithhold from payments of base salary, and from all other payments made to the Employee pursuantto this Agreement, all amounts which may be required to be deducted or withheld under anyapplicable law now in effect or which may become effective during the term of this Agreement(including but not limited to Social Security contributions and income tax withholdings). TheEmployee’s base salary shall be reviewed annually by the President or his designee and mayreasonably be increased or decreased on the basis of individual and corporate performance inaccordance with criteria and standards established by the President or his designee.          3.2 Incentive Compensation; Bonuses. In addition to base salary, the Employeeshall be entitled to (i) participate in such incentive plans (including the right to defer incomeand bonuses) made available by the Company to its executives and key employees and (ii) receivesuch additional bonus or discretionary compensation payments as the President or his designee maydetermine from time to time. The Employee’s eligibility for incentive plan participation andadditional bonus or discretionary compensation payments shall be reviewedannually by the President or his designee and shall be awarded on the basis of corporateperformance and in accordance with criteria and standards established in the sole discretion of thePresident or his designee.          3.3 Expenses. During the Term, the Employee shall be entitled to receive promptreimbursement for all reasonable expenses incurred in connection with the performance of his dutiesin accordance with the policies and procedures of the Company as may be in effect from time totime.          3.4 Benefits. During the Term, the Employee shall be entitled to receive a package ofbenefits that includes all of the programs, plans and perquisites currently provided by the Companyto its employees, for so long as such programs, plans and perquisites are continued by the Companyand are available to employees of the Company.          3.5 Vacation. During the Term, the Employee shall be entitled to receive four weeksof vacation annually. Upon the Employee’s request, the President may approve an additional twoweeks of vacation annually, and such approval shall not be unreasonably withheld.     4. **Stock Options**. All terms of any stock option grants to the Employee shall begoverned by the stock option agreement under which they were granted.     5. **Termination of Employment by Reason of Death**. If the Employee dies during theTerm, this Agreement shall terminate automatically as of the date of his death and the Companyshall pay to the Employee’s legal representatives such benefits determined in
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accordance with anythen existing Company-sponsored plans or programs providing benefits at death.     6. **Termination of Employment by Reason of Disability**. In the event that the Employeeshall sustain a disability which in the opinion of medical authority satisfactory to the Companywould substantially prevent him from rendering the services required under this Agreement for atotal of 180 days during any 360-day period, the Company shall have the right to terminate thisAgreement upon thirty (30) days’ prior written notice to the Employee.     7. **Termination After a Change in Control of the Company**.          (a) If within ninety (90) days following the occurrence of a Change of Control of the Company(as defined in Appendix A) the Employee elects to voluntarily terminate his employment with theCompany, the Employee shall be entitled to receive continuing payments of bi-weekly base salary (atthe rate in effect at the time notice of termination is given) for 12 months following the date onwhich termination is effective.          (b) Except as stated in (a) above, a Change of Control of the Company shall not affect theterms of this Agreement.     8. **Termination of Employment at Employee’s Election**. If the Employee elects toterminate this Agreement and the Employee gives two (2) weeks prior written notice ofsuch termination, the Employee shall be entitled to receive his salary then in effect for thetwo (2) weeks notice period regardless of whether the Company desires the Employee to continue hisemployment during that period.     9. **Termination of Employment for Cause**. The Company shall have the right to terminatethe Employee’s employment immediately in the event the Employee shall do or cause to be done anyact that constitutes “cause” (as hereinafter defined) for termination. For purposes of thisAgreement, “cause” shall be deemed to mean a breach of his obligations under this Agreement (anybreach of Section 10, 11 or 12 hereof being an example of such a breach), gross negligence, willfulmisconduct, insubordination, dishonesty to the Company, engaging in any conduct which could havethe effect of causing the termination or suspension of any license or permit which the Companyholds, conviction of any felony, or excessive absenteeism not related to disability. In addition,“cause” shall include the Employee’s failure, as reasonably determined by the President, toadequately perform his job responsibilities or to meet the performance goals and objectivesestablished for him by the Company. Should the Employee’s employment be terminated by the Companyfor cause, the Company’s only obligation shall be to pay the Employee his base salary through thedate of termination. Nothing contained in this Section 8 shall in any way waive, restrict orprejudice the Company’s rights and remedies in equity and at law against the Employee with respectto the matter for which the Employee’s employment under this Agreement is terminated for cause.     10. **Confidentiality**.          10.1 During the course of his employment with the Company, the Employee has had and willhave access to and will gain knowledge with respect to all aspects of the business of theCompany, including financial information; business and marketing practices and
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procedures; information concerning employees, customers, suppliers; and other valuable and proprietaryinformation relating to the business of Company (“Confidential Information”). The parties agreethat certain covenants by the Employee are essential to the growth and stability of the businessof the Company. Among these covenants are the Employee’s promises not to make unauthorizeddisclosures of the Confidential Information nor to use the Confidential Information regardlessof whether the Employee’s employment with the Company has terminated. Accordingly, Employeeagrees that, except as required by his duties under this Agreement, he shall not use nordisclose to anyone at anytime during or after the Term any Confidential Information obtained byhim in the course of his employment with the Company. The Employee agrees to enter into anyfurther agreement regarding confidentiality that the Company may request. The Employee shalluse his best efforts to prevent the removal of any Confidential Information from the premises ofthe Company, except as required in his normal course of employment by the Company. The Employeeshall use his best efforts to cause all persons or entities to whom any Confidential Informationshall be disclosed by him hereunder to observe the terms and conditions set forth herein asthough each such person or entity was bound hereby.          10.2 Employee agrees to hold as the Company’s property all memoranda, books, papers,letters, customer lists, processes, computer software, records, financial information, policy andprocedure manuals, training and recruiting procedures and other data, and all copies thereof andtherefrom in any way relating to the Company’s business and affairs, whether made by him orotherwise coming into his possession, and on termination of his employment, or on demand of theCompany at any time, to deliver the same to the Company.     11. **Non-Competition; Non-Solicitation**.          11.1 During the Term of this Agreement and for a period continuing for one (1) year after thedate of its termination, the Employee agrees that he shall not directly or indirectly, for his ownaccount or as agent, employee, officer, director, trustee, consultant or shareholder of anycorporation or other entity [except for a two percent (2%) interest or less in any publicly tradedcorporation or other entity] engage or attempt to engage anywhere in North America in any businessactivity which is the same as, substantially similar to or directly competitive with the businessof the Company, or any subsidiary of the Company, as now or in the future conducted by the Company.          11.2 During the Term of this Agreement and for a period continuing for one (1) year afterthe date of its termination, the Employee agrees that he shall not, directly or indirectly, for hisown account or as agent, employee, officer, director, trustee, consultant or shareholder of anycorporation or other entity [except for a two percent (2%) interest or less in any publicly tradedcorporation or other entity] (i) employ or solicit the employment of any employee of the Company,any employee of a subsidiary of the Company, or any former employee of the Company whose employmentwith the Company terminated within the preceding six (6) months or (ii) induce or attempt to induceany employee of the Company, or any employee of a subsidiary of the Company, to terminate his orher employment with the Company or any subsidiary of the Company.          11.3 The Employee acknowledges and agrees that the foregoing territorial and time limitationsand restrictive covenants are reasonable and properly required for the adequate
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protection of the business and affairs of the Company. In the event any such territorial or time limitation is foundto be unreasonable by a court of competent jurisdiction, the Employee agrees and submits to thereduction of either said territorial or time limitation (or both) to such an area or period as thecourt may determine to be reasonable.     12. **Rights to Discoveries**. The Employee agrees that all ideas, inventions,trademarks and other techniques, procedures, developments or improvements conceived, developed oracquired by the Employee, whether or not during working hours, at the premises of the Company orelsewhere, alone or with others, that are within the scope of the Company’s business operations orthat relate to any work or projects of the Company shall be the sole and exclusive property of theCompany. The Employee agrees todisclose promptly and fully to the Company all such ideas, inventions, trademarks or othertechniques, procedures, developments or improvements and, at the request of the Company, theEmployee shall submit to the Company a full written report thereof regardless of whether therequest for a written report is made after the termination of this Agreement. The Employee agreesthat during the Term and thereafter, upon the request of the Company and at its expense, he shallexecute and deliver any and all applications, assignments and other instruments which the Companyshall deem necessary or advisable to transfer to and vest in the Company the Employee’s entireright, title and interest in and to all such ideas, inventions, trademarks or other techniques,procedures, developments or improvements and shall assist the Company in applying for and obtainingpatent, trademark or copyright protection for any such protectible ideas, inventions, trademarksand other techniques, procedures, developments and improvements.     13. **Notices**. All notices and other communications given pursuant to this Agreementshall be deemed to have been properly given or delivered if mailed, by certified mail, postageprepaid, addressed to the appropriate party, at the address for such party set forth at thebeginning of this Agreement. Any party may from time to time designate by written notice givenpursuant to this Section 13 any other address or party to which any such notice or communication orcopies thereof shall be sent.     14. **Equitable Relief**. The Employee acknowledges that the Company will suffer damagesincapable of ascertainment in the event that any of the provisions of Section 10, 11 or 12 hereofare breached and that the Company will be irreparably damaged in the event that the provisions ofSection 10, 11 or 12 are not enforced. Therefore, should any dispute arise with respect to thebreach or threatened breach of any such Sections, the Employee agrees and consents that in additionto any and all other remedies available to the Company an injunction or restraining order or otherequitable relief may be issued or ordered by a court of competent jurisdiction restraining anybreach or threatened breach of such Sections. The Employee agrees not to urge in any such actionthat an adequate remedy exists at law. All expenses, including, without limitation, attorney’sfees and expenses incurred in connection with any legal proceeding arising as a result of a breachor threatened breach of Section 10, 11 or 12 of this Agreement shall be borne by the losing partyto the fullest extent permitted by law and the losing party hereby agrees to indemnify and hold theother party harmless from and against all such expenses.     15. **Arbitration of Disputes**. Except for an alleged violation of Section 10, 11or 12 of this Agreement, the Employee and the Company waive any right to a court (includingjury) proceeding and instead agree to submit any dispute over the Employee’s
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employment withthe Company or the application, interpretation, validity or any other aspect of thisAgreement to final and binding arbitration consistent with the Company’s alternative disputeresolution program or, if none, then consistent with the application of the FederalArbitration Act and the rules for arbitration of employment disputes of the AmericanArbitration Association (“AAA”) before a single arbitrator. Only true neutrals will beeligible for consideration as arbitrators and under no circumstances will AAA furnish thenames of individuals who represent employees, unions or companies.     16. **Successors**. The Company will require any successor to all or substantially all ofthe business and/or assets of the Company (whether direct or indirect by purchase, merger,consolidation or otherwise) to expressly assume and agree to perform this Agreement in thesame manner and to the same extent that the Company would be required to perform if no suchsuccession had taken place. As used in this Agreement, the “Company” shall mean both Rent-Way,Inc. and any successor to its business and/or assets (by merger, purchase or otherwise).     17. **Miscellaneous**. This Agreement shall be governed by the internal domestic laws ofthe Commonwealth of Pennsylvania without reference to conflict of laws principles. The Employeeconsents to jurisdiction in Pennsylvania and venue in Erie County for purposes of all claimsarising under this Agreement. All headings and subheadings are for convenience only and are not ofsubstantive effect. This Agreement constitutes the entire agreement between the parties heretowith respect to the subject matter hereof and supersedes all prior agreements, negotiations,understandings and writings (or any part thereof) whether oral or written between the partieshereto relating to the subject matter hereof, all of which are hereby terminated and canceled.There are no oral agreements in connection with this Agreement. Neither this Agreement nor anyprovision of this Agreement may be waived, modified or amended orally or by any course of conductbut only by an agreement in writing duly executed by both of the parties hereto. If any section,portion, subsection or subportion of this Agreement shall be determined to be unenforceable orinvalid, then such section, portion, subsection or subportion shall be modified in the letter andspirit of this Agreement to the extent permitted by applicable law so as to be rendered valid andany such determination shall not affect the remainder of this Agreement, which shall be and remainbinding and effective as against the parties hereto.     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement to be effectiveas of the date first above written.                 COMPANY:             EMPLOYEE:     RENT-WAY, INC.             /s/ Roger Zwingler 6/27/05   By: /s/ William S. Short 6/27/05       Roger Zwingler Date     William S. Short, President Date
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**APPENDIX A**     A “Change in Control of the Company” shall be deemed to have occurred if, as the result of asingle transaction or a series of transactions, the event set forth in either of the followingparagraphs shall have occurred:     (1) there is consummated a merger or consolidation of the Company with any other corporationor entity, other than a merger or consolidation which would result in the voting securities of theCompany outstanding immediately prior to such merger or consolidation continuing to represent(either by remaining outstanding or by being converted into voting securities of the survivingentity or any parent thereof) at least 60% of the combined voting power of the securities of theCompany or such surviving entity or any parent thereof outstanding immediately after such merger orconsolidation as appropriate; or     (2) the stockholders of the Company approve a plan of liquidation or dissolution of theCompany or an agreement for the sale or disposition by the Company of all or substantially all ofthe Company’s assets, other than a sale or disposition by the Company of all or substantially allof the Company’s assets to an entity, at least 60% of the combined voting power of the votingsecurities of which are owned by stockholders of the Company in substantially the same proportionsas their ownership of the Company immediately prior to such sale.
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