exv10w5



 





Exhibit 10.5




Amendment No. 1 to Employment Agreement




          THIS AMENDMENT is made on April 9, 2007 by and between DOLLAR FINANCIAL GROUP, INC. (the
“Company”), DOLLAR FINANCIAL CORP. formerly known as DFG HOLDINGS, INC. (“DFC” and,
together with the Company, the “Employer”) and DONALD F. GAYHARDT (“Executive”).




     WHEREAS, the Employer and the Executive are parties to an
Employment Agreement dated as of December 19, 2003 (the
“Agreement”); and




     WHEREAS, the Employer and Executive desire to amend the
Agreement to provide for the payment of severance in the event
Executive resigns without Good Reason after December 19, 2007, and
to provide that no such severance benefit, nor any other payments
provided under the Agreement, will be paid before the earliest date
permitted under Section 409A of the Internal Revenue Code and its
related regulations.




     NOW, THEREFORE, in consideration of these premises and
intending to be legally bound hereby, the Agreement is amended as
follows, effective as of the date first above written:




	 	1.	 	Paragraph 3(i) is hereby added to the Agreement to read as follows:
	 
	 	 	 	“If Executive terminates his employment without Good Reason on or after
December 20, 2007, and provides Employer written notice 30 days prior to the
effective date of such termination, Executive shall be paid an amount equal
to his Base Salary, with such amount payable in equal installments for a
period of twelve (12) months and in accordance with the past payroll
practices of the Employer following the effective date of his termination,
subject to the Code Section 409A provisions in paragraph 18. In addition,
for a period of twelve (12) months immediately following such date of
termination, Employer shall also (i) continue to contribute to the cost of
Executive’s health insurance coverage by contributing an amount equal to the
amount contributed by the Employer towards the Executive’s health insurance
premium prior to his date of termination towards Executive’s COBRA premium
during such twelve (12) month period, but only to the extent that Executive
applies for and otherwise remains eligible for health care continuation
coverage under COBRA during such twelve (12) month period and (ii) continue
to pay to the Executive an amount equal to the automobile allowance provided
to Executive by Employer prior to his date of termination. Executive shall
not be required to seek alternative employment following the payment to




 









 






	 	 	 	him of any such Base Salary pursuant to this paragraph 3(i) and any
compensation earned by Executive in any such alternate employment will not
mitigate Employer’s obligations to Executive hereunder.”






	 	2.	 	Paragraph 18 of the Agreement is revised by adding the following to the
end thereto:
	 
	 	 	 	“Notwithstanding anything in this Agreement to the contrary, in no event
shall Employer be obligated to commence payment or distribution to Executive
of any amount that constitutes nonqualified deferred compensation within the
meaning of Section 409A of the Internal Revenue Code of 1986, as amended
(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; provided, however,
that in the event that any amounts that would otherwise have been payable
but for the operation of this sentence are delayed, the Employer shall pay
the deferred portion of all such amounts in a single lump sum as soon as
administratively feasible once payment is permissible hereunder. Employer
and 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.”
	 
	 	3.	 	The Agreement, as amended by the foregoing changes, is hereby ratified
and confirmed in all respects.
	 
	 	4.	 	This Amendment 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 Company and DFC has caused
this Amendment to be executed by its duly authorized officer, and Executive has executed this
Amendment, in each case on the date first written above.



	 	 	 	 	 
	 	Dollar Financial Group, INC.

 	 
	 	By:  	/s/ Jeffrey A. Weiss
 	 
	 	 	Name & Title: Jeffrey A. Weiss, Chairman of the Board and Chief Executive Officer 	 
	 	 	 	 
	 
	 	Dollar Financial Corp.

 	 
	 	By:  	/s/ Jeffrey A. Weiss
 	 
	 	 	Name & Title: Jeffrey A. Weiss, Chairman of the Board and Chief Executive Officer 	 
	 	 	 	 
	 
	 	Donald F. Gayhardt

 	 
	 	/s/ Donald F. Gayhardt
 	 
	 	 	 
	 	 	 
	 




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