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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/31/08 Cash America International Inc 10-Q 9/30/08 7:834K RR Donnelley |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 562K 2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 41K Liquidation or Succession 3: EX-10.1 Material Contract HTML 57K 4: EX-31.1 Certification -- Sarbanes-Oxley Act - Sect. 302 HTML 13K 5: EX-31.2 Certification -- Sarbanes-Oxley Act - Sect. 302 HTML 13K 6: EX-32.1 Certification -- Sarbanes-Oxley Act - Sect. 906 HTML 8K 7: EX-32.2 Certification -- Sarbanes-Oxley Act - Sect. 906 HTML 8K
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(a) | “Agreement” means this Executive Change-in-Control Severance Agreement. |
(b) | “Base Salary” means, at any time, the then regular annual rate of pay which the Executive is receiving as annual salary, excluding amounts: (i) received under short-term or long-term incentive or other bonus plans, regardless of whether or not the amounts are deferred, or (ii) designated by the Company as payment toward reimbursement of expenses. | ||
(c) | “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act. | ||
(d) | “Board” means the Board of Directors of the Company. | ||
(e) | “Cause” shall be determined solely by the Committee in the exercise of good faith and reasonable judgment, and shall mean the occurrence of any one or more of the following: |
(i) | The Executive’s willful and continued failure to substantially perform his duties with the Company (other than any such failure resulting from the Executive’s Disability), after a written demand for substantial performance is delivered to the Executive that specifically identifies the manner in which the Committee believes that the Executive has not substantially performed his duties, and the Executive has failed to remedy the situation within fifteen (15) business days of such written notice from the Company; or | ||
(ii) | The Executive’s conviction of a felony; or | ||
(iii) | The Executive’s willful engaging in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. However, no act or failure to act on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interests of the Company. |
(f) | “Change in Control” of the Company shall mean the occurrence of any one (1) or more of the following events: |
(i) | Any Person (other than the Company, any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and any trustee or other fiduciary holding securities under an employee benefit plan of the Company or such proportionately owned corporation), is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities; | ||
(ii) | During any period of not more than twenty-four (24) consecutive months, individuals who at the beginning of such period constitute the Board of Directors of the Company, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were |
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directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; | |||
(iii) | The consummation of a merger or consolidation of the Company with any other corporation, other than: (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than thirty percent (30%) of the combined voting power of the Company’s then outstanding securities; | ||
(iv) | The Company’s stockholders approve a plan of complete liquidation or dissolution of the Company, or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect); or | ||
(v) | Any other transaction that the Board of Directors of the Company designates as being a Change in Control. |
(g) | “Code” means the Internal Revenue Code of 1986, as amended. | ||
(h) | “Committee” means the Management Development and Compensation Committee of the Board of Directors of the Company, or, if no Management Development and Compensation Committee exists, then the full Board of Directors of the Company, or a committee of Board members, as appointed by the full Board to administer this Agreement. | ||
(i) | “Company” means Cash America International, Inc., a Texas corporation (including any and all subsidiaries), or any successor thereto as provided in Article 8 herein. | ||
(j) | “Disability” shall have the meaning ascribed to such term in the Executive’s governing long-term disability plan, or if no such plan exists, at the discretion of the Board. | ||
(k) | “Effective Date” means the date this Agreement is approved by the Board or the Committee, or such other date as the Board or Committee shall designate in its resolution approving this Agreement, and as specified in the opening sentence of this Agreement. | ||
(l) | “Effective Date of Termination” means the date on which a Qualifying Termination occurs, as provided in Section 2.2 herein, which triggers the payment of Severance Benefits hereunder. | ||
(m) | “Exchange Act” means the Securities Exchange Act of 1934, as amended. |
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(n) | “Good Reason” means, without the Executive’s express written consent, the occurrence after a Change in Control of the Company of any one (1) or more of the following: |
(i) | The assignment of the Executive to duties materially inconsistent with the Executive’s authorities, duties, responsibilities, and status (including offices, titles, and reporting requirements) as an executive and/or officer of the Company, or a material reduction or alteration in the nature or status of the Executive’s authorities, duties, or responsibilities from those in effect as of ninety (90) calendar days prior to the Change in Control, other than an insubstantial and inadvertent act that is remedied by the Company promptly after receipt of notice thereof given by the Executive; | ||
(ii) | The Company’s requiring the Executive to be based at a location in excess of thirty-five (35) miles from the location of the Executive’s principal job location or office immediately prior to the Change in Control; except for required travel on the Company’s business to an extent substantially consistent with the Executive’s then present business travel obligations; | ||
(iii) | A reduction by the Company of the Executive’s Base Salary in effect on the Effective Date hereof, or as the same shall be increased from time to time; | ||
(iv) | The failure of the Company to continue in effect any of the Company’s short- and long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or other compensation arrangements in which the Executive participates unless such failure to continue the plan, policy, practice, or arrangement pertains to all plan participants generally; or the failure by the Company to continue the Executive’s participation therein on substantially the same basis, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants, as existed immediately prior to the Change in Control of the Company; | ||
(v) | The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Company’s obligations under this Agreement, as contemplated in Article 8 herein; and | ||
(vi) | A material breach of this Agreement by the Company which is not remedied by the Company within ten (10) business days of receipt of written notice of such breach delivered by the Executive to the Company. |
The Executive’s right to terminate employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness. The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein. | |||
(o) | “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d). |
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(p) | “Qualifying Termination” means any of the events described in Section 2.2 herein, the occurrence of which triggers the payment of Severance Benefits hereunder. | ||
(q) | “SERP” means the Cash America International, Inc. Supplemental Executive Retirement Plan, as amended from time to time. | ||
(r) | “Severance Benefits” mean the payment of severance compensation as provided in Section 2.3 herein. |
(a) | The Company’s involuntary termination of the Executive’s employment without Cause; and | ||
(b) | The Executive’s voluntary employment termination for Good Reason. |
(a) | A lump-sum amount equal to the Executive’s unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the Effective Date of Termination. | ||
(b) | A lump-sum amount equal to the Executive’s annual target bonus amount, established under the annual bonus plan in which the Executive is then |
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participating, for the bonus plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction the numerator of which is the number of full completed months in the year from January 1 through the Effective Date of Termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan in which the Executive is then participating for the plan year. | |||
(c) | A lump-sum amount equal to two (2) multiplied by the higher of: (i) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (ii) the Executive’s annual rate of Base Salary in effect on the date of the Change in Control. | ||
(d) | A lump-sum amount equal to two (2) multiplied by the higher of: (i) the Executive’s annual target bonus established under the annual bonus plan in which the Executive is then participating for the bonus plan year in which the Executive’s Effective Date of Termination occurs, or (ii) the actual annual bonus payment made to the Executive under the annual bonus plan in which the Executive participated in the year preceding the year in which the Effective Date of Termination occurs. | ||
(e) | An immediate vesting and cash-out of any and all outstanding cash-based long-term incentive awards held by the Executive, as granted to the Executive by the Company as a component of the Executive’s compensation. The cash-out shall be in a lump-sum amount equal to the higher of actual performance goal achievement or target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed calendar months in the preestablished performance period as of the Effective Date of Termination, and the denominator of which is the full number of months in the entire performance period (i.e., typically thirty-six (36) months). This payment will be in lieu of any other payment to be made to the Executive under these long-term performance-based award plans. | ||
(f) | An immediate vesting and the lapse of all restrictions on any and all outstanding stock option, restricted stock and restricted stock unit awards held by the Executive, as determined by the relevant plan document or award agreement. | ||
(g) | Equivalent payment for continued medical coverage for a period of twenty-four (24) months. Such equivalent payment shall be provided based on the same coverage level, including dependent coverage, as in effect on the Effective Date of Termination by: (i) providing payment of the Company’s portion of the monthly COBRA premium (for the eighteen (18) months COBRA period); and (ii) providing a lump-sum payment equal to the Company’s portion of the first monthly COBRA premium times six (6). Dependent coverage shall continue for the full twenty-four month period even if the Executive dies during the period. The Company shall also pay for the Executive’s continued coverage under the Company’s supplemental medical expense reimbursement plan (or any similar |
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successor coverage thereto) under the same coverage level for the twenty-four month period. | |||
(h) | For a period of up to twenty-four (24) months following a Qualifying Termination, the Executive shall be entitled, at the expense of the Company, to receive standard executive placement services from a reputable executive search/placement firm of the Executive’s selection. However, the Company’s total obligation shall not exceed fifty thousand dollars ($50,000.00). |
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CASH AMERICA INTERNATIONAL, INC. |
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By: | /s/ Daniel R. Feehan | |||
Daniel R. Feehan | ||||
Chief Executive Officer and President | ||||
EXECUTIVE |
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/s/ Timothy S. Ho | ||||
Timothy S. Ho | ||||
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