exv10w2



 





Exhibit 10.2




EMPLOYMENT AGREEMENT




     AGREEMENT dated as of April 9, 2007, by and between Dollar Financial Group, Inc., a New York
corporation, which is a wholly owned subsidiary of Dollar Financial Corp., (collectively referred
to herein as “Company”) and Randall Underwood (the “Executive”).



     In consideration of the mutual covenants herein contained and of the mutual benefits herein
provided, the Company and the Executive 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 paragraph 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 shall report directly to the Chief Executive Officer
and/or President 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,



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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 Three Hundred and Eleven Thousand Dollars
($311,000) per annum, payable in accordance with the Company’s normal payroll schedule, or on such
other periodic basis as may be mutually agreed upon. 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 shall be eligible to receive an annual cash bonus
award with a target bonus of not less than Sixty percent (60%) of the Executive’s then current
salary. 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. The Company acknowledges that it has
implemented a long term incentive program or plan involving annual equity awards to key employees.
The Company further acknowledges that, to the extent it establishes such 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



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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 such 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 all such programs 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
annual and any other deferred compensation programs made available to senior executives or senior
management of the Company, at a level commensurate with 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



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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.



          (i) 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) Commencement. The Executive’s employment pursuant to this Agreement shall
commence on April 9, 2007 (the “Commencement Date”), and shall continue thereafter unabated until
terminated by either party pursuant to the terms of this Agreement.



          (b) Employment Period. The Employment Period shall commence on the Commencement Date
and shall continue until terminated pursuant to Section 5 of this Agreement.



          (c) Termination By Executive Without Good Reason. Notwithstanding the provisions of
paragraphs 5(a) and (b) 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. 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. Unless otherwise provided by this Section, all
compensation and benefits paid by the Company to the Executive shall cease upon his last day of
employment.



          (d) 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 paragraph 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



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(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.



          (e) Termination By Company Without Cause. Upon thirty (30) days written notice, the
Company shall retain the right to terminate the Executive without cause. Subject to the
limitations imposed by Internal Revenue Code Section 409A (to the extent they are applicable), 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 termination (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;



               (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,
including but not limited to adverse consequences under Internal Revenue Code Section 409A; and



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               (vi) With respect to any Equity Award in which the Executive has vested as of the effective
date of his termination (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 in which he has participated as an executive of the Company)
(the “Equity Awards”) all such Equity Awards will 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 or the latest date that does not
give rise to an additional tax under Internal Revenue Code Section 409A.


The base salary, annual bonus, contribution towards health care continuation coverage, life and
disability insurance premiums, Equity Awards exercise period extensions and other fringe benefits,
including but not limited to those on Exhibit X to this Agreement, that the Executive shall be
eligible to receive during the Severance Period shall be 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 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(e) is to be
provided in consideration for the above-specified release.



Disqualification for Other Severance. The Severance Compensation described in this Section
5(e) 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.




          (f) 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 Paragraph 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, subject to the limitations imposed by
Internal Revenue Code Section 409A (to the



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extent they are applicable), the Executive shall be entitled to receive all of the payments
identified in Section 5(e) of this Agreement, provided that he complies with the terms and
conditions set forth in Section 5(e). “Permanently disabled” for the purposes of this Agreement
means the inability, due to physical or mental ill health, to perform the essential functions of
the Executive’s job, with or without a reasonable accommodation, for six (6) months during any one
employment year irrespective of whether such days are consecutive.



          (g) 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(e) , provided that it complies with any applicable
terms and conditions set forth in Section 5(e). The Executive’s estate shall also be entitled to
receive any accrued but unpaid salary and bonuses, any accrued but unpaid vacation, and to be
reimbursed for any reimbursable expenses that have not been reimbursed prior to such termination.



          (h) 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;




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	 	(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(i) of this Agreement), then the Executive shall, subject to the
limitations imposed by Internal Revenue Code Section 409A (to the extent they are applicable), and
subject to the conditions set forth herein, receive the compensation and benefits set forth in
Section 5(i) 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 limitations imposed by Internal
Revenue Code Section 409A (to the extent they are applicable), and subject to the conditions set
forth herein, receive the compensation and benefits set forth in Section 5(e) applicable to
termination of the Executive’s employment by Company without Cause. The 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.



          (i) 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 addition to the severance benefits provided for in Section 5(e) 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(e). 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 termination of his
employment (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



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          (iii) 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 or
the latest date that does not give rise to an additional tax under Internal Revenue Code
Section 409A; and




          (iv) Except to the extent expressly superseded by the foregoing, the Executive shall be
eligible to receive the Severance Compensation set forth in Section 5(e) 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


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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.



Disqualification for Other Severance. The enhanced Severance Compensation described in
this Section 5(i) 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.




          (j) 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.



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     (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).



          (k) Section 409A of the Code. Notwithstanding anything in this Agreement to the
contrary, in no event shall the Company be obligated to commence payment or distribution to the
Executive of any amount that constitutes nonqualified deferred compensation within the meaning of
Section 409A of the Code, earlier than the earliest permissible date under Section 409A of the Code
that such amount could be paid without additional taxes or interest being imposed under Section
409A of the Code. The Company and the Executive agree that they will execute any and all
amendments to this Agreement as may be necessary to ensure compliance with the distribution
provisions of Section 409A of the Code.



          (l) Continuing Obligations. The Executive acknowledges and agrees that the
non-competition and non-solicitation restrictions set forth in Sections 7 and 8 of this Employment
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.



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     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:




     (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.



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     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



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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. 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



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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. 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



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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.



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     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]




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     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 9th day of April, 2007.



	 	 	 
	DOLLAR FINANCIAL GROUP, INC.

	 	/s/ Donald F. Gayhardt
	 

	 	 
	 

	 	Donald F. Gayhardt, President
	 
	 	 
	DOLLAR FINANCIAL CORP.

	 	/s/ Donald F. Gayhardt
	 

	 	 
	 

	 	Donald F. Gayhardt, President
	 
	 	 
	 

	 	/s/ Randall Underwood
	 

	 	 
	 

	 	Randall Underwood






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