exv10w4



 








EXHIBIT 10.4




EMPLOYMENT AGREEMENT




THIS AGREEMENT is made April 9, 2007 (the “Effective Date”)




	 	 	 
	BETWEEN:
	 	 
	 
	 	 
	 

	 	NATIONAL MONEY MART COMPANY
	 
	 	 
	 

	 	(the “Company”)
	 
	 	 
	 
	 	 
	AND:

	 	SYDNEY FRANCHUK
	 
	 	 
	 

	 	(the “Executive”)
	 
	 	 
	 
	 	 
	WHEREAS:
	 	 






A. The Company has employed the Executive as its President to December 31, 2006 and Dollar
Financial Corp. (“DFC”) has employed the Executive as its Senior Vice-President up to the Effective
Date (the “Prior Employment”);



B. The Company and the Executive have agreed that it is to their mutual benefit and of material
value to both of them to enter into this new limited-term contract of employment (the “Agreement”)
which will define the Executive’s responsibilities, rights and entitlements for the term thereof;
and



C. The Executive has agreed to provide a full and final release of all claims or potential claims
arising from or out of the Prior Employment, in the form hereto attached as Schedule “A”;



NOW THEREFORE in consideration of the promises and mutual covenants herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both
parties, the parties hereby covenant and agree with each other as follows:



1. TERM




1.1 The term of this Agreement is from the Effective Date to June 30, 2009 (the “Employment Term”),
unless terminated prior to the end of the Employment Term in accordance with the provisions of this
Agreement.



 









 





1.2 This Agreement shall automatically be renewed for a single one (1) year term from the end of
the Employment Term unless either party hereto gives notice in writing to the other not less than
ninety (90) days before the end of the Employment Term of that party’s intention that the Agreement
not be renewed.



2. EMPLOYMENT




2.1 Position. The Executive shall, during the Employment Term, serve as Chairman of the
Company. In addition, the Executive shall serve as Executive Vice-President of DFC, without
compensation or benefits except as expressly set forth in this Agreement. In those capacities, the
Executive shall be chiefly responsible for directing and coordinating the Company’s ongoing
activities with respect to regulatory issues in Canada impacting on the Company’s business and will
also assist with legal issues in Canada impacting on the company’s business, and shall also have
such other duties and responsibilities as are related thereto or reasonably assigned or requested
by the Company from time to time.



2.2 Reporting. The Executive shall report to the Chairman of DFC.



3. COMPENSATION




3.1 Base Salary. The Company agrees to pay the Executive and the Executive agrees to
accept as remuneration for services hereunder a salary of $400,000 per annum on the Effective Date.
The sum of $400,000 per annum together with any increases in salary that are made by the Company
during the term of this agreement and renewals thereafter shall be defined as the “Base Salary” for
the purposes of this agreement.



3.2 Benefits. The Executive shall be entitled to participate in all benefit programs
offered by the Company to its senior management, including, without limiting the generality of the
foregoing, group life and disability insurance and medical and dental plans, in accordance with and
on the terms and conditions generally provided from time to time by the Company. The Executive
agrees that the Company may substitute or modify the benefits on comparable terms and conditions
without notice. For greater clarity, it is intended the benefits received by the Executive are
commensurate with those received under the Prior Agreement.



3.3 Bonus and Incentive Plans. The Executive shall be entitled to the following:




	 	(a)	 	a one-time cash bonus of $125,000 (the “Bonus Amount”) payable upon the
Effective Date;
	 
	 	(b)	 	participation in the Company’s incentive programs for Section 16 officers,
including, without limiting the generality of the foregoing, share option plans, share
purchase plans and bonus plans (collectively, the “Incentive Plans”), in each case in
accordance with and on the terms and conditions of such Incentive Plans as at the date
hereof are in place or as which may from time to time be amended or implemented by the
Company or DFC in their sole discretion; provided, however, that for purposes of
participation in the Dollar Financial Corp Key Management Bonus Program for the fiscal
year ending June 30, 2007, the concepts outlined in Schedule “B” attached hereto shall
apply; and
	 
	 	(c)	 	a one-time grant, on the Effective Date, of 10,000 restricted common shares of
DFC (the “Restricted Shares”) pursuant to the Stock Award Agreement in substantially
the form attached hereto as Schedule “C”.




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3.4 Vacation. The Executive shall be allowed four (4) weeks of paid vacation for each
calendar year, pro-rated for any portion thereof.



3.5 Expenses. The Executive shall be reimbursed by the Company for all out-of-pocket
expenses actually, necessarily and properly incurred by the Executive in the discharge of his
duties for the Company. The Executive agrees that such reimbursements shall be due only after the
Executive has rendered an itemized expense account, together with receipts where applicable,
showing all monies actually expended on behalf of the Company and such other information as may be
required and requested by the Company.



4. ADDITIONAL OBLIGATIONS OF THE EXECUTIVE




4.1 Full Time. The Executive will, for the Term of this Agreement, devote his full time,
attention and ability to the business and affairs of the Company to fulfill the duties provided for
herein.



4.2 Duties to DFC. The Executive agrees that his duties and obligations owed to the
Company under this Agreement, including but not limited to the covenants set out in sections 4.3
through 4.11 inclusive, below, are owed by the Executive equally to DFC, and DFC shall be deemed to
be included in the definition of “Company” where applicable for such purpose.



4.3 Non-Competition. In consideration of the compensation and other benefits to be paid to
Executive pursuant to this Agreement, Executive agrees that he will not, without prior written
consent of the Company, for a period of twenty-four (24) months following the cessation of
employment pursuant to this Agreement




	 	(a)	 	directly or indirectly engage in the United States, Canada, the United Kingdom,
or any other country in which the Company now or hereafter during 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 the Company at the time of termination or any business that
Company proposed to be conducted during Executive’s employment with the Company, either
as an officer, director, Executive, independent contractor or as a 2% or greater owner,
partner, or stockholder in a publicly traded entity; or
	 
	 	(b)	 	directly or indirectly cause or request a curtailment or cancellation of any
significant business relationship that the 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 .





4.4 Non Solicitation. During 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




	 	(a)	 	recruit, solicit or induce, or attempt to induce, any employees of the Company
or of DFC or any of its subsidiaries to terminate their employment with, or otherwise
cease their relationship with, the Company or DFC; 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 or of DFC or any of its subsidiaries with which
Executive was substantively involved during the course of his employment with the
Company) of any of the Company’s or DFC’s (A) clients, customers, franchisees, or
accounts, or (B) prospective




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	 	 	 	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)	 	Executive acknowledges and understands that, in the event of a breach or
threatened breach of this provision by Executive, the Company and/or DFC 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, and shall
also be entitled to recovery of its legal fees and costs incurred in seeking to enforce
this provision.





4.5 Provisions to Survive. If a court of law should decide that either of sections 4.3 or
4.4 is unreasonable in view of the particular circumstances, the prohibition set out therein shall
apply with respect to the territory which that Court determines is appropriate for a duration which
the Court determines is appropriate.



4.6 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 such secret, confidential or proprietary information, knowledge, data, or trade
secrets (“Confidential Information”) relating to the Company or any of their affiliates or their
respective clients, obtained during the course of his employment with the Company either under this
Agreement or under the Prior Agreement. 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 DFC. 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 Executive or made available to Executive during the Term of his/her
employment concerning the business of the Company, DFC and/or their clients, including any copies
of such materials, shall be the property of the Company and DFC and shall be delivered to the
Company on the termination of his/her employment, or at any other time upon request of the Company.



4.7 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 (including his employment pursuant to the
Prior Agreement), regardless of the source and whether or not 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. Executive further agrees that should he discover any Company property,
including but not limited to Confidential Information as defined in section 4.6 above, in his
possession after the return of such property has been requested, Executive agrees to return it
promptly to Company without retaining copies, summaries or excerpts of any kind or in any format
whatsoever.



4.8 Court-Ordered Disclosure. In the event that, at any time during the Term or at any
time thereafter, Executive receives a request to disclose any Confidential Information (as defined
in section 4.6 above) or any other materials of information of the Company under the terms of a
writ, subpoena, order or other discovery process, made or issued by a court or by a governmental
body, 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;



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and, if disclosure of Confidential Information is required to prevent Executive from being held in
contempt or subject to other penalty, to furnish only such portion thereof as, in the written
opinion of counsel satisfactory to the Company, Executive is legally compelled to disclose, and to
exercise 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.



4.9 Business Opportunities. The Executive agrees to communicate at once to the Company and
DFC all business opportunities which come to the Executive in his capacity as such or otherwise in
the course of the Company’s business and to deliver to and assign ownership of to the Company all
inventions and improvements in the nature of the business of the Company which, in the course of
the Company’s business the Executive may conceive, make or discover, become aware directly or
indirectly or have presented to the Executive and such business opportunities, inventions, and
improvements shall become the exclusive property of the Company without any obligation on the part
of the Company to make any payment for the same.



4.10 Corporate Opportunities. If the Executive receives notice of or otherwise obtains
information regarding potential acquisitions and other corporate opportunities within the
Employer’s then current and prospective lines of business, the Executive agrees to offer such
acquisitions and other corporate opportunities first to the Employer and secondly to DFC. If the
opportunities are not pursued by the Employer or DFC within a reasonable period, then the Executive
is shall be free to exploit such acquisitions and other corporate opportunities, subject to the
provisions of paragraph 4 herein.



4.11 Intellectual Property.




	 	(a)	 	Disclosure of Inventions. 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 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. 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. 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 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, Executive hereby irrevocably transfers and assigns to the
Company: (i) all worldwide patents, patent applications, copyrights, mask works, trade
secrets and other




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	 	 	 	intellectual property rights in any Invention; and (ii) any and all “Moral Rights”
(as defined below) that Executive may have in or with respect to any Invention.
Executive also hereby forever waives and agrees never to assert any and all Moral
Rights 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. 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. 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. Executive
appoints the Secretary of the Company as his power of attorney to execute documents on
his behalf for this purpose, and agrees to take any further steps required at law to
effect such appointment.





4.12 Other Duties Not Affected. Nothing in the above sections shall operate to reduce the
obligations that survive the termination of this Agreement by reason of the Executive’s common law
duties of loyalty and good faith or fiduciary duties to the Company.



4.13 Injunctive Relief. The Executive acknowledges that a breach or threatened breach by
him of this Agreement could cause irreparable harm to the Company. Company is therefore entitled
to seek and obtain, without notice to the Executive, injunctive relief including such mandatory
orders as may be required to enforce this Agreement. This provision is not a waiver by the Company
of any other rights or remedies available to it, including money damages and recovery of legal
costs.



4.14 Non-related Boards. The Executive may sit on independent non-competitive Boards
subject to the provisions of paragraph 4 herein, but he must obtain consent of the Employer in
advance of accepting such an appointment, such consent not to be unreasonably withheld.



5. TERMINATION




5.1 Resignation. Notwithstanding the provisions of section 1 of this Agreement, 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 resignation. The
Company, at its election, may require Executive to continue to perform his duties hereunder for the
full thirty (30) day notice period or any portion thereof. In either event, unless otherwise
provided by this section, all compensation and benefits paid by the Company to the Executive shall
cease upon the effective date of resignation.



5.2 “For Cause” Resignation. The Executive shall have the right to resign for cause in
the event of any one of the following:




	 	(a)	 	a wilful material breach by the Company of any provision of this Agreement;





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	 	(b)	 	material adverse change in Executive’s position (including status, offices,
titles and reporting requirements), authority, duties or responsibilities, or any other
action by the Company made without Executive’s permission (other than a change due to
Executive’s Permanent Disability or due to a need for accommodation) which results in:






	 	(i)	 	a diminution in any material respect in 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;
	 
	 	(ii)	 	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 Executive’s written consent; or






	 	(c)	 	failure on the part of the Company to include the Executive under any
applicable directors’ and officers’ insurance policy provided by the Company.





5.3 Notice/Cure Period. The Executive must deliver notice of his intention to resign for
cause pursuant to section 5.2 within thirty (30) days of becoming aware of a “material breach” or
“material adverse change” as described therein. Executive’s failure to deliver such notice within
the specified time period shall be deemed to constitute acceptance by the Executive of any such
change or breach by the Company. The Company shall have a period of thirty (30) days from receipt
of said notice to cure such breach (the “Cure Period”). No resignation pursuant to section 5.2
shall take effect until the Cure Period has elapsed without the material breach or material adverse
change having been cured by the Company. If the aforementioned breach or change is cured within
the Cure Period, any notice delivered under this section by the Executive shall be deemed to be
withdrawn.



5.4 Severance Entitlement on For Cause Resignation. A “For Cause” resignation by the
Executive shall be treated, for severance purposes, in the same manner as a “Without Cause”
termination of employment by the Company pursuant to section 5.6 hereof. Executive shall also be
entitled to receive any accrued but unpaid salary and bonuses, and to be reimbursed for any
reimbursable expenses that have not been reimbursed prior to such termination.



5.5 Termination for Cause. The Company may at any time terminate the Employment of the
Executive and this Agreement for any just cause that would in law permit the Company to, without
notice, terminate the employment of the Executive. In such event the Executive shall not be
entitled to any compensation or notice, but shall be entitled to receive the full amount of the
installments falling due in respect of the Executive’s annual salary through to the effective date
of the termination, plus an amount of any accrued unpaid vacation pay to the date of termination
and the amount, if any, of any other compensation payable to the Executive up to the date of
termination.



5.6 Termination By Company Without Cause. Notwithstanding any other provision of this
Agreement, the Company may terminate the Executive without cause at any time during the Term by
providing written notice to the Executive. Upon such notice of termination being provided to the
Executive, the Executive shall be provided with severance compensation which shall consist of the
following:




	 	(a)	 	the Executive shall continue to receive his Base Salary for the balance of the
Employment Term; and in the event of renewal of the Employment Agreement the Executive
shall receive his salary and benefits for a period of not less than one year.




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	 	(b)	 	the Company shall continue to provide the Executive with the benefits provided
for in this Agreement for the balance of the Employment Term;
	 
	 	(c)	 	to the extent permitted by applicable law and DFC’s Stock Option Plan,
Executive may exercise all equity awards which he has received as part of his
compensation under this Agreement as set out in Schedule “D” hereto (“Equity Awards”);
and
	 
	 	(d)	 	all Equity Awards granted to the Executive on or prior to the date of this
Agreement will become fully vested.
	 
	 	(e)	 	all bonus amounts earned and accrued but unpaid as of the date of termination
will be paid to the Executive at the same time that such amounts are paid to similarly
situated executives of the Company.

(the “Severance Compensation”)





5.7 Entitlement to Severance Compensation. In order to be entitled to the Severance
Compensation, the Executive shall:




	 	(a)	 	comply with all surviving provisions of Article 4 of this Agreement
(“Additional Obligations of Executive”); and
	 
	 	(b)	 	execute and deliver to the Company a release in form and substance acceptable
to the Company by which the Executive releases the Company, DFC and their affiliates
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 related to the Executive’s performance of his
duties and responsibilities. The parties acknowledge that the Severance Compensation
is provided in consideration for the above-specified release.





5.8 Severance Compensation Inclusive. The Severance Compensation provided for in section
5.6 shall be inclusive of all claims and entitlements of the Executive to compensation or damages
arising out of the termination of employment, whether by such claims arise by or under this
Agreement, statute, common law, or any other plans or policies of the Company.



5.9 Contents of Notice of Termination. Any termination by the Company of the Executive’s
employment shall be communicated by written notice of termination which cites the specific
termination provision of this Agreement under which such notice is given and which, in the case of
a notice of termination for cause under section 5.5, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for such termination of the Executive’s employment. No
purported termination by the Company of the Executive’s employment shall be effective without a
written notice of termination which complies with this section.



6. SUCCESSORS OR ASSIGNS




6.1 Successors. This Agreement shall enure to the benefit of and be binding upon and shall
be enforceable by the Company and the successors and assigns of the Company. The Company will
require any successor (whether direct or indirect, by purchase, amalgamation, consolidation or
otherwise) to all or substantially all of the business and/or assets of the Company to assume
liability, jointly and severally



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with the Company for the performance by the Company of its obligations under this Agreement.
Failure of the Company to obtain such agreement prior to the effectiveness of any such succession
shall be a material breach of this Agreement and shall entitle the Executive to resign for cause
pursuant to section 5.2 within a period of 90 days from the effective date of such succession and
receive the Severance Compensation set out in section 5.6 hereof.



6.2 Assignment. The Company shall be entitled to assign this agreement without the
Executive’s consent to any affiliate of the Company on written notice to the Executive, provided
there is no material change to the Executive’s terms of employment. The Company shall remain
jointly and severally liable to the Executive with such assignee.



6.3 Benefit Binding. This Agreement shall enure to the benefit of, shall be binding upon,
and shall be enforceable by the Executive’s legal representatives, executors, administrator,
successors, heirs, distributees, devisees and legatees. If the Executive dies while any amounts are
still payable to the Executive under this Agreement all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to such legal representatives,
executors, administrator, successors, heirs, distributees, devisees and legatees or to the
Executive’s estate.



7. MISCELLANEOUS




7.1 Applicable Laws. This Agreement and the employment of the Executive shall be governed,
interpreted, construed and enforced according to the laws of the Province of British Columbia and
the laws of Canada applicable therein.



7.2 Currency. All monetary amounts in this Agreement are in Canadian dollars .



7.3 Arbitration. Any dispute, controversy or claim arising from this Agreement or its
breach, termination or alleged invalidity shall be referred to and finally resolved by arbitration
administered by the British Columbia Arbitration and Mediation Institute pursuant to its Rules.
The place of arbitration shall be Vancouver, British Columbia, Canada or such other place agreed to
by the parties.



7.4 Time. Time shall be of the essence of this Agreement.



7.5 Legal Fees. Each party shall pay all reasonable legal fees and expenses actually
incurred by the other party in contesting or disputing any termination, or in seeking to obtain or
enforce any right or benefit provided by this Agreement provided that the other party is successful
in any such action.



7.6 Entire Agreement. This Agreement represents the entire Agreement between the Executive
and the Company concerning the subject matter hereof and supersedes any previous oral or written
communications, representations, understandings or agreements with the Company or any officer or
agent thereof. This Agreement may only be amended or modified in writing signed by the parties.



7.7 Non-Disparagement and Publicity. 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. This
does not limit the Company’s or DFC’s right to make or provide public statements, notices,
announcements and press releases regarding the employment status of the Executive with the Company
or any affiliates thereof, provided such statements, notices, announcements and press releases
otherwise comply with this section.



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7.8 No Mitigation. If an event triggering Executive’s entitlement to Severance
Compensation (as defined herein) occurs, the Executive need not seek other employment or attempt in
any way to reduce the amount of any payments or benefits to 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.



7.9 Notices. Any notice, acceptance or other document required or permitted hereunder
shall be considered and deemed to have been duly given if delivered by hand or mailed by postage
prepaid and addressed to the party for whom it is intended at the party’s address above or to such
other address as the party may specify in writing to the other and shall be deemed to have been
received if delivered, on the date of delivery, and if mailed as aforesaid, then on the second
business day following the date of mailing thereof, provided that if there shall be at the time of
mailing or within two business days thereof a strike, slowdown or other labour dispute which might
affect delivery of notice by the mails, then the notice shall only be effective if actually
delivered. In the case of any notice to the Company under this Agreement, a copy such notice must
be sent to DFC at 1436 Lancaster Ave., Suite 300, Berwyn, PA 19312, to the attention of its General
Counsel.



7.10 Waiver. The waiver by the Executive or by the Company of a breach of any provision of
this Agreement by the Company or by the Executive shall not operate or be construed as a waiver of
any subsequent breach by the Company or by the Executive.



7.11 Execution. 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.



IN WITNESS WHEREOF the parties have executed this Agreement on April 9, 2007.



	 	 	 	 	 	 	 
	NATIONAL MONEY MART COMPANY

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	/s/ Donald F. Gayhardt
 

Authorized Signatory

	 	 	)

)

)	 	 	c/s
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 






	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED by

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	Sydney Franchuk in the presence of:

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	/s/
Christopher M. Considine, Esq.

 

Witness Name
	 	 	)
)	 	 	 
	
30 Dallas Road, Victoria BC V8V 082
 
	 	 	)
)	 	 	/s/
Sydney Franchuk

 
SYDNEY FRANCHUK
	Address

	 	 	)
)	 	 	
	Barrister & Solicitor
	 	 	 	 	 	 
	 
 
	 	 	 	 	 	 
	Occupation
	 	 	 	 	 	 





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Schedule “A”




RELEASE AGREEMENT




     THIS RELEASE AGREEMENT (“Release Agreement”) is made by and between Sydney Franchuk, an
individual (the “Executive”), having an address of
30 Dallas Rd., Victoria BC, and National Money Mart Company,
a Nova Scotia unlimited company (the “Company”).



          WHEREAS, the Company has employed the Executive as its President to December 31, 2006 and
Dollar Financial Corp. (“Parent”) has employed the Executive as its Senior Vice-President up to the
date of the Employment Agreement by and between the Company and the Executive (the “New Employment
Agreement”);



          WHEREAS, the Company and the Executive have agreed that it is to their mutual benefit and of
material value to both of them to enter into the New Employment Agreement; and



     WHEREAS, in partial consideration of the Company agreeing to enter into the New
Employment Agreement, the Executive has agreed to provide a full and final release of all claims as
set forth in this Release Agreement,



     NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, Executive and
the Company each acting of his or its own free will and intending to be irrevocably and legally
bound hereby, agree as follows:



          1. Waiver and General Release of Claims. In consideration for the Company
entering into the New Employment Agreement, Executive as well as each and every dependent, heir,
executor, legal representative and assign of Executive (the “Executive Releasors”) completely
release, relinquish, waive and discharge the Company, the Parent, and each and every of either
entity’s predecessors, successors (by merger or otherwise) and assigns, parents, joint venture
partners, as well as subsidiaries, affiliates, divisions, directors, officers, insurers, employees
and agents, whether present or former (collectively, “Company Releasees”) from all claims,
liabilities, demands and causes of action, known or unknown, filed or contingent, which he may have
or claim to have against Company Releasees from the beginning of time until the date of the signing
of this Release Agreement, including without limitation, any claim related to Executive’s
employment with the Company, the Parent and/or any of the other Company Releasees. Executive
agrees that he has executed this release on his own behalf, and also on behalf of his heirs,
agents, representatives, successors and assigns. This release includes, but is not limited to, a
release of any rights or claims Executive Releasors may have under or for: (a) damages for failure
to provide reasonable notice of termination of employment, whether such termination is express or
constructive, and whether arising at common law or out of any express or implied terms of any
contract of employment, written or otherwise, existing between the parties hereto prior to the New
Employment Agreement; (b) any claim for damages or other relief under the British Columbia Human
Rights Code, or any other applicable statute; (c) any claims arising under the British Columbia
Employment Standards Act, [RSBC 1996] or regulations made thereunder; (d) breach of any express or
implied contract claims; (e) any tort claims, including claims for misrepresentation, defamation,
invasion of privacy, and intentional infliction of emotional distress, whether based on common law
or otherwise; (f) commissions or



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related fees; (g) compensatory or punitive damages; and (h) legal fees and costs. This
release does not release any rights or claims that cannot be waived as a matter of law.



          2. Promise Not to Sue. Executive expressly represents that he has not filed a lawsuit
or initiated any administrative or arbitration proceeding against any of the Company Releasees and
that he has not assigned any claim against any of the Company Releasees to any other person or
entity. Executive specifically understands that this means that, in the event a charge is filed,
he shall personally have no right to any relief whatsoever against any of the Company Releasees,
including having no right to reinstatement, monetary damages or attorneys’ fees.



          3. Confidentiality. Executive shall not disclose or publicize the terms of this
Release Agreement to any person or entity, except that Executive may disclose the terms, and/or
fact of this Release Agreement to immediate family members, Executive’s financial and legal
advisors, and to others as but only to the extent required by law.



          4. Indemnity. Executive agrees to save harmless and indemnify the Company from and
against all claims, charges, taxes, penalties or demands which may be made by the Minister of
National Revenue requiring the Company to pay income tax, charges, taxes or penalties under the
Income Tax Act (Canada), in respect of income tax payable by Executive in excess of income tax
previously withheld, and in respect of any and all claims, charges, taxes or penalties and demands
which may be made on behalf of or related to the Employment Insurance Commission and the Canada
Pension Commission under the applicable statutes and regulations with respect to any amounts which
may in the future be found to be payable by the Company in respect of the Executive.



          5. Acknowledgement of Consideration and Opportunity to Review. Other than the New
Employment Agreement, Executive acknowledges that he has no other entitlement under any other
severance or similar arrangement maintained by the Company and/or Parent, and, except as otherwise
provided specifically in this Release Agreement or the New Employment Agreement, the Company has no
other liability or obligation to Executive. In addition, Executive acknowledges that he is
receiving consideration to which he would not otherwise be entitled and that the Company would not
otherwise agree to enter into the New Employment Agreement, that he is acting of his own free will,
that he has been afforded a reasonable time to read and review the terms of this Release Agreement,
that he has been advised to review the Release Agreement with his own legal counsel prior to
signing this Release Agreement and has done so, and that he is voluntarily entering into this
Release Agreement with full knowledge of its respective provisions and effects.



          6. Entire Agreement. The parties declare, represent and warrant that no promise,
inducement or agreement that is not contained in this written Release Agreement has been made to
them. This Release Agreement and the New Employment Agreement contain the entire agreement and
understanding of the parties hereto relating to the subject matter hereof, and merges and
supersedes all prior and contemporaneous discussions, agreements and understandings of every nature
relating to the subject matter hereof. This Release Agreement shall be binding upon the parties’
respective heirs, executors, administrators, successors and assigns.



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          7. Non-Disparagement. Executive agrees to refrain from making disparaging comments
about Company Releasees and further agrees not to take any action that would adversely affect the
business or professional reputation of the Company Releasees.



          8. Governing Law. This Release Agreement shall be governed by the laws of the
Province of British Columbia and the laws of Canada applicable therein.



          9. Severability. If any term or provision of this Release Agreement shall be held to
be invalid or unenforceable for any reason, then such term or provision shall be ineffective to the
extent of such invalidity or unenforceability without invalidating the remaining terms or
provisions hereof, and such term or provision shall be deemed modified to the extent necessary to
make it enforceable.



          10. Execution. This Release 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.



          11. Amendments. Neither this Release Agreement nor any term hereof may be orally
changed, waived, discharged, or terminated, and may be amended only by a written agreement between
the parties hereto.



[signature page follows]




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     IN WITNESS WHEREOF the parties have executed this Agreement on April 9, 2007, Executive
and the Company each acknowledge that the terms of this Release Agreement are contractual, that
they are acting of their own free will, that they have had a sufficient opportunity to read and
review the terms of this Release Agreement, they have each received the advice of their respective
counsel with respect hereto, and that they have voluntarily caused the execution of this Release
Agreement:



	 	 	 	 	 	 	 
	NATIONAL MONEY MART COMPANY

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	/s/
Donald F. Gayhardt

 

Authorized Signatory
	 	 	)
)	 	 	 
	 

	 	 	)	 	 	c/s
	 

	 	 	)	 	 	 
	 
	 	 	)

)	 	 	 
	 
	 
	 
	SIGNED, SEALED AND DELIVERED by

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	Sydney Franchuk in the presence of:

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	/s/
Christopher M. Considine, Esq.

 

Witness Name
	 	 	)

)

)	 	 	 
	30 Dallas Road, Victoria BC V8V 082

	 	 	)	 	 	/s/ Sydney Franchuk
	 

	 	 	 	 	 	 
	Address

	 	 	)	 	 	SYDNEY FRANCHUK
	 

	 	 	)	 	 	 
	Barrister & Solicitor
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Occupation
	 	 	 	 	 	 





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SCHEDULE “C”




STOCK
AWARD AGREEMENT UNDER THE

DOLLAR FINANCIAL CORP. 2005 STOCK INCENTIVE PLAN



THIS STOCK AWARD AGREEMENT (this “Agreement”) is made as of April 9, 2007 (the “Effective Date”),
between Dollar Financial Corp. (the “Company”) and Sydney Franchuk (the “Grantee”).



WHEREAS, the Company maintains the Dollar Financial Corp. 2005 Stock Incentive Plan (the “Plan”)
for the benefit of its key employees, directors and consultants who provide services to the
Company; and



WHEREAS, the Plan permits the award of shares of the Company’s Common Stock (the “Common Stock”),
subject to certain restrictions; and



WHEREAS, to compensate the Grantee for his service to the Company and to further align the
Grantee’s personal financial interests with those of the Company’s stockholders, the Company wishes
to award the Grantee a number of shares of Common Stock, subject to the restrictions and on the
terms and conditions contained in the Plan and this Agreement.



NOW, THEREFORE, in consideration of these premises and the agreements set forth herein, the
parties, intending to be legally bound hereby, agree as follows:



1. Award of Stock. Pursuant to the Plan, the Company hereby awards the Grantee 10,000 shares of
Common Stock (the “Awarded Shares”), subject to certain restrictions and on the terms and
conditions set forth in this Agreement and the Plan. The terms of the Plan are hereby incorporated
into this Agreement by this reference, as though fully set forth herein. Capitalized terms used
but not defined herein will have the same meaning as defined in the Plan. Unless otherwise
specified, section numbers refer to the sections of this Agreement.



2. Vesting of Awarded Shares. The Awarded Shares are subject to forfeiture to the Company until
they become nonforfeitable in accordance with this Section 2.



(a) Vesting. On the last day of each of the first 30 calendar months beginning January 1, 2007
(each a “Vesting Date”), 3.33% of the Awarded Shares will become nonforfeitable on each Vesting
Date if the Grantee remains in continuous service to the Company (whether as an employee,
consultant, independent contractor or any other capacity in which he provides services to the
Company) through the applicable Vesting Date. Notwithstanding the foregoing, if (1) the Grantee’s
employment is terminated without cause pursuant to Section 5.6 of the Employment Agreement by and
between National Money Mart Company (a Subsidiary of the Company) and the Grantee dated April 9,
2007 (the “Employment Agreement”) or (2) the Grantee terminates his employment with cause pursuant
to Section 5.2 of the Employment Agreement, then all of the Awarded Shares will become immediately
nonforfeitable.



(b) All Unvested Shares Forfeited Upon Cessation of Service. Subject to the provisions of Section
2(a) of this Agreement, upon cessation of Grantee’s service with the Company for any reason or for
no reason (and whether such cessation is initiated by the Company, the Grantee or otherwise): (i)
any Awarded Shares that have not, on or prior to the effective date of such cessation, become
nonforfeitable



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will immediately and automatically, without any action on the part of the Company, be forfeited,
and (ii) the Grantee will have no further rights with respect to those shares.



(c) Service with Subsidiaries. Solely for purposes of this Agreement, service with the Company
will be deemed to include service with any Subsidiary of the Company (for only so long as such
entity remains a Subsidiary).



3. Escrow of Shares.



(a) Certificates evidencing the Awarded Shares issued under this Agreement will be held in escrow
by the Secretary of the Company or his or her designee (the “Escrow Holder”) until such Awarded
Shares cease to be subject to forfeiture in accordance with Section 2, at which time, the Escrow
Holder will deliver such certificates representing the nonforfeitable Awarded Shares to the
Grantee; provided, however, that no certificates for Awarded Shares will be delivered to the
Grantee until appropriate arrangements have been made with the Company for the withholding or
payment of any taxes that may be due with respect to such Awarded Shares; and provided, further,
that the Company may condition delivery of certificates for Awarded Shares upon the prior receipt
from Grantee of any undertakings which it may determine are required to assure that the
certificates are being issued in compliance with federal and state securities laws.



(b) If any of the Awarded Shares are forfeited by the Grantee under Section 2, upon request by the
Company, the Escrow Holder will deliver the stock certificate(s) evidencing those Awarded Shares to
the Company, which will then have the right to retain and transfer those Awarded Shares to its own
name free and clear of any rights of the Grantee under this Agreement or otherwise.



4. Stock Splits, etc. If, while any of the Awarded Shares remain subject to forfeiture, there
occurs any merger, consolidation, reorganization, reclassification, recapitalization, stock split,
stock dividend, or other similar change in the Common Stock, then any and all new, substituted or
additional securities or other consideration to which the Grantee is entitled by reason of the
Grantee’s ownership of the Awarded Shares will be immediately subject to the escrow contemplated by
Section 3, deposited with the Escrow Holder and will thereafter be included in the term “Awarded
Shares” for all purposes of the Plan and this Agreement.



5. Rights of Grantee. The Grantee shall have the right to vote the Awarded Shares and to receive
cash dividends or distributions with respect to the Awarded Shares; provided however, that any cash
dividends or distributions paid on the Awarded Shares while those shares remain forfeitable will be
paid in cash when, and if, the Awarded Shares giving rise to such dividends or distributions become
nonforfeitable, and such dividends or distributions will be deposited with the Escrow Holder.



6. Tax Consequences. The Grantee acknowledges that the Company has not advised the Grantee
regarding the Grantee’s income tax liability in connection with the vesting of the Awarded Shares.
The Grantee has reviewed with the Grantee’s own tax advisors the federal, state, local and foreign
tax consequences of the transactions contemplated by this Agreement. The Grantee is relying solely
on such advisors and not on any statements or representations of the Company or any of its agents.
The Grantee understands that the Grantee (and not the Company) shall be responsible for the
Grantee’s own tax liability that may arise as a result of the transactions contemplated by this
Agreement.



7. Share Legends. The following legend will be placed on the certificates evidencing all the
Awarded Shares (in addition to any other legends that may be required to be placed on such
certificates pursuant to the Plan, applicable law or otherwise):



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THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS
AND CONDITIONS OF THE DOLLAR FINANCIAL CORP. 2005 STOCK INCENTIVE PLAN AND A STOCK AWARD AGREEMENT
ENTERED INTO BETWEEN SYDNEY FRANCHUK AND DOLLAR FINANCIAL CORP., WHICH TERMS AND CONDITIONS MAY
INCLUDE, WITHOUT LIMITATION, CERTAIN FORFEITURE CONDITIONS, TRANSFER RESTRICTIONS AND REPURCHASE
RIGHTS. COPIES OF THAT PLAN AND AGREEMENT ARE ON FILE IN THE PRINCIPAL OFFICES OF DOLLAR FINANCIAL
CORP. AND WILL BE MADE AVAILABLE TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON REQUEST TO
THE SECRETARY OF THE COMPANY.



8. Representations and Warranties. By executing this Agreement, the Grantee hereby represents,
warrants, covenants, acknowledges and/or agrees that:



(a) This Agreement, together with the Plan, constitutes the entire agreement between the Company
and the Grantee regarding the grant of the Awarded Shares.



(b) The Company may modify this Agreement to bring it into compliance with any valid and mandatory
government regulation. This Agreement may also be amended by the Company with the consent of the
Grantee. Any such amendment shall be in writing and signed by the Company and the Grantee.



(c) The Company may from time to time impose any conditions on the Awarded Shares as it deems
necessary or advisable to ensure that the Plan and this award satisfy the conditions of Rule 16b-3
of the Securities Exchange Act of 1934, as amended, and that Awarded Shares are issued and resold
in compliance with the Securities Act of 1933, as amended.



(d) The Grantee agrees upon request execute any further documents or instruments necessary or
desirable to carry out the purposes or intent of this Agreement.



(e) The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the
terms and provisions thereof. The terms of the Plan as it presently exists, and as it may
hereafter be amended, are deemed incorporated herein by reference, and in the event of any conflict
between the terms of this Agreement and the provisions of the Plan, the provisions of the Plan
shall be deemed to supersede the provisions of this Agreement.



(f) Either party’s failure to enforce any provision or provisions of this Agreement shall not in
any way be construed as a waiver of any such provision or provisions, nor prevent that party
thereafter from enforcing each and every other provision of this Agreement. The rights granted
both parties herein are cumulative and shall not constitute a waiver of either party’s right to
assert all other legal remedies available to it under the circumstances.



(g) The grant of Awarded Shares hereunder will not confer upon the Grantee any right to continue in
service with the Company or any of its Subsidiaries.



(h) This Agreement shall be governed by, and enforced in accordance with, the laws of the State of
Delaware, without regard to the application of the principles of conflicts or choice of laws of
Delaware or any other jurisdiction.



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



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IN WITNESS WHEREOF, the parties have duly executed this Stock Award Agreement on the 9th day of
April, 2007.



	 	 	 	 	 
	 	DOLLAR FINANCIAL CORP.

 	 
	 	By:  	/s/ Donald F. Gayhardt
 	 
	 	 	Title:           President 	 
	 	 	 	 
	 
	 	GRANTEE

 	 
	 	/s/ Sydney Franchuk
 	 
	 	 	 
	 	 	 



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Schedule “D”





Equity Awards that may vest pursuant to Section 5.6(d)




	 	•	 	Option Award covering 17,500 shares dated September 8, 2006
	 
	 	•	 	Restricted Share Award covering 3,846 shares dated March 1, 2006
	 
	 	•	 	Restricted Share Award covering 4,000 shares dated June 28, 2006
	 
	 	•	 	Restricted Share Award covering 10,000 shares to be granted pursuant to Section 3.3(c)
of this Agreement