Executive Employment Agreement - Cash America International Inc. and Gregory W. Trees
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated effective March 30, 1992, is made and entered
into by and between CASH AMERICA INTERNATIONAL, INC., a Texas corporation,
having an office at 1600 West Seventh Street, Fort Worth, Texas 76102
(hereinafter referred to as "Employer") and GREGORY W. TREES, an executive
employee of Employer (hereinafter referred to as "Executive").
WHEREAS, Executive has agreed to serve as an employee of Employer
pursuant to the terms of this Agreement; and
WHEREAS, Employer desires that Executive serve as an employee of
Employer to provide the necessary leadership and senior management skills that
are important to the success of Employer. Employer believes that retaining
Executive's services as an employee of Employer and the benefits of his
business experience are of material importance to Employer and Employer's
shareholders.
NOW, THEREFORE, in consideration of Executive's employment by Employer
and the mutual promises and covenants contained herein, the receipt and
sufficiency of which consideration is hereby acknowledged, Employer and
Executive intend by this Agreement to specify the terms and conditions of
Executive's employment relationship with Employer and the post-employment
obligations of Executive.
1. General Duties of Employer and Executive:
1.1. Employer agrees to employ Executive and Executive agrees to
accept employment by Employer and to serve Employer in an executive capacity
upon the terms and conditions set forth herein. The duties and
responsibilities of Executive shall include those described for the particular
position held by Executive while employed hereunder in the By-Laws of Employer
or other documents of Employer, and shall also include such other or additional
duties as may from time to time be assigned to Executive by the Board of
Directors of Employer or any duly authorized committee thereof or an authorized
officer of Employer. The executive capacity that Executive shall hold during
the term hereof shall be that position as determined by the Board of Directors,
or any duly authorized committee thereof, from time to time in its sole
discretion. While employed hereunder, the initial position that Executive
shall hold (until such time as such position may be changed as aforesaid) shall
be the position of Vice President - Marketing/Merchandising.
1.2. While employed hereunder, Executive shall obey the lawful
directions of the Board of Directors of Employer, or any duly authorized
committee thereof, or authorized officers of Employer and shall use his best
efforts to promote the interests of Employer and to maintain and to promote the
reputation thereof. While employed hereunder, Executive shall
<PAGE> 3
devote his time, efforts, skills and attention to the affairs of Employer in
order that he shall faithfully perform his duties and obligations hereunder and
such as may be assigned to or vested in him by the Board of Directors of
Employer, or any duly authorized committee thereof, or any duly authorized
officer of Employer.
1.3. During the term of this Agreement, Executive may from time to
time engage in any businesses or activities that do not compete directly with
Employer and any of its subsidiaries, provided that such businesses or
activities do not materially interfere with his performance of the duties
assigned to him in compliance with this Agreement by the Board of Directors of
Employer or any duly authorized committee thereof or an authorized officer of
Employer. In any event, Executive is permitted to (i) invest his personal
assets as a passive investor in such form or manner as will not contravene the
best interests of Employer, (ii) participate in various charitable efforts, or
(iii) serve as a director or officer of any other entity or organization when
such position has previously been approved by the Board of Directors of
Employer.
2. Compensation and Benefits:
2.1. As compensation for services to Employer, Employer shall pay
to Executive during the term of this Agreement a salary at an annual rate to be
fixed from time to time by the Board of Directors of Employer or any duly
authorized committee thereof, which annual rate shall in no event be less than
$125,000 per annum while Executive is employed hereunder. The salary shall be
payable in equal bi-weekly installments, subject only to such payroll and
withholding deductions as may be required by law and other deductions applied
generally to employees of Employer for insurance and other employee benefit
plans. The Board of Directors or any authorized committee or officer of
Employer shall review Executive's overall annual compensation at least
annually, with a view to ascertaining the adequacy thereof and such
compensation may be increased by the Board of Directors from time to time by an
amount that in the opinion of the Board of Directors is justified by
Executive's performance.
2.2. Upon Executive's furnishing to Employer customary and
reasonable documentary support (such as receipts or paid bills) evidencing
costs and expenses incurred by him in the performance of his services and
duties hereunder (including, without limitation, travel, and entertainment
expenses) and containing sufficient information to establish the amount, date,
place and essential character of the expenditure, Executive shall be reimbursed
for such costs and expenses in accordance with Employer's normal expense
reimbursement policy. Executive shall be entitled to participate in all
insurance, stock option and other stock programs and compensation plans and
such other benefits plans or programs as may be from time to time specifically
adopted and approved by Employer for Executive. Employer shall provide
Executive with an automobile allowance in accordance with the policies from
time-to-time established by Employer.
-2-
<PAGE> 4
2.3. As long as this Agreement is in effect, Employer shall
maintain hospitalization and medical insurance coverage on Executive as may
from to time be specifically approved and adopted by Employer for its officers
generally.
2.4. Executive shall be eligible to receive cash bonuses or other
incentive compensation as may be determined by the Board of Directors of
Employer from time to time. As long as this Agreement is in effect, Employer
shall maintain an Executive Bonus Program, and Executive shall be eligible to
participate therein in accordance with Employer's regular practices with its
senior officers.
2.5. Executive shall have the right to participate in any
additional compensation, benefit, life insurance, hospitalization, medical
services or other plan or arrangement of Employer now or hereafter existing for
the benefit of executives of Employer.
2.6. Executive shall be entitled to such vacation (in no event less
than three weeks per year), holiday, and (subject to the provisions of Section
6.2 hereof) other paid or unpaid leave of absence as consistent with Employer's
normal policies or as otherwise approved by the Board of Directors.
3. Preservation of Business; Fiduciary Responsibility:
Executive shall use his best efforts to preserve the business and
organization of Employer, to keep available to Employer the services of present
employees and to preserve the business relations of Employer with suppliers,
distributors, customers and others. Executive shall not commit any act, or in
any way assist others to commit any act, that would injure Employer. So long
as Executive is employed by the Company, Executive shall observe and fulfill
proper standards of fiduciary responsibility attendant upon his service and
office.
4. Executive's Obligation to Refrain From Using or Disclosing Information:
4.1. As part of Executive's fiduciary duties to Employer, Executive
agrees, both during the term of this Agreement and thereafter, to protect,
preserve the confidentiality of and safeguard Employer's secret or confidential
information, knowledge, ideas, concepts, improvements, discoveries and
inventions, and, except as may be expressly required by Employer, Executive
shall not, either during his employment by Employer or thereafter, directly or
indirectly, use for his own benefit or for the benefit of another, or disclose
to another, any of such information, ideas, concepts, improvements, discoveries
or inventions.
4.2. Upon termination of his employment with Employer, or at any
other time upon request, Executive shall immediately deliver to Employer all
documents embodying any of Employer's secret or confidential information,
ideas, concepts, improvements, discoveries and inventions.
-3-
<PAGE> 5
5. Initial Term; Extensions of the Term:
5.1. The initial term of this Agreement shall commence on the
effective date hereof and shall end on March 31, 1995.
5.2. The term of this Agreement shall automatically be extended for
two additional one-year periods commencing on April 1, 1995 and on April 1,
1996, unless either Executive or Employer gives written notice to the other on
or before December 31, 1994 or December 31, 1995 of his or its intention not to
extend this Agreement.
6. Termination other than by Expiration of the Term: Employer or Executive
may terminate Executive's employment under this Agreement at any time, but only
on the following terms:
6.1. Employer may terminate Executive's employment under this
Agreement at any time, without prior notice, for "due cause" upon the good
faith determination by the Board of Directors of Employer that "due cause"
existed for the termination of the employment relationship. As used herein,
the term "due cause" shall mean any of the following events:
(i) any intentional misapplication by Executive of Employer's
funds, or any other act of dishonesty committed by Executive;
or
(ii) Executive's conviction of a crime involving moral turpitude; or
(iii) Executive's use or possession of any controlled substance or
abuse of alcoholic beverages; or
(iv) any other action by the Executive involving willful and
deliberate malfeasance or gross negligence in the performance
of Executive's duties.
6.2. In the event Executive is incapacitated by accident, sickness,
or otherwise so as to render Executive mentally or physically incapable of
performing the services required under Section 1 of this Agreement for a period
of one hundred eighty (180) consecutive business days, and such incapacity is
confirmed by the written opinion of two (2) practicing medical doctors licensed
by and in good standing in the state in which they maintain offices for the
practice of medicine, upon the expiration of such period or at any time
reasonably thereafter, or in the event of Executive's death, Employer may
terminate Executive's employment under this Agreement upon giving Executive or
his legal representative written notice at least thirty (30) days' prior to the
termination date. Executive agrees, after written notice by the Board of
Directors of Employer or a duly authorized committee or officer of Employer, to
submit to examinations by such practicing medical doctors selected by the Board
of Directors of Employer or a duly authorized committee or officer of Employer.
-4-
<PAGE> 6
6.3. Employer may terminate Executive's employment under this
Agreement at any time for any reason whatsoever, even without "due cause," by
giving a written notice of termination to Executive, in which case the
employment relationship shall terminate immediately upon the giving of such
notice.
7. Effect of Termination:
7.1. In the event the employment relationship is terminated (a) by
Employer for "due cause" pursuant to Section 6.1 hereof, or (b) by Executive
breaching this Agreement by refusing to continue his employment, all
compensation and benefits shall cease as of the date of termination (it being
specifically agreed that Executive shall not be entitled to any bonuses not yet
paid at the date of termination), other than: (i) those benefits that are
provided by retirement and benefit plans and programs specifically adopted and
approved by Employer for Executive that are earned and vested by the date of
termination, and (ii) Executive's pro rata annual salary plus all earned and
vested bonuses through the date of termination. Executive's right to exercise
stock options and Executive's rights in other stock plans, if any, shall remain
governed by the terms and conditions of the appropriate stock plan.
7.2. If Executive's employment relationship is terminated pursuant
to Section 6.2 hereof due to Executive's incapacity or death, Executive (or,
in the event of Executive's death, Executive's legal representative) will be
entitled to those benefits that are provided by retirement and benefits plans
and programs specifically adopted and approved by Employer for Executive that
are earned and vested at the date of termination and, even though no longer
employed by Employer, shall continue to receive the salary compensation
(payable in the manner as prescribed in the second sentence of Section 2.1) for
one (1) year following the date of termination. Executive (or, in the event of
Executive's death, Executive's legal representative) shall not, however, be
entitled to any bonuses not yet paid at the date of the termination of
employment. Executive's right to exercise stock options and Executive's rights
in other stock plans, if any, shall remain governed by the terms and conditions
of the appropriate stock plan.
7.3. If Employer (i) terminates the employment of Executive other
than pursuant to Section 6.1 hereof for "due cause" or other than for a
disability or death pursuant to Section 6.2 hereof, (ii) demotes the Executive
to a nonexecutive position, or (iii) decreases the Executive's salary below the
level or reduces the employee benefits and perquisites below the level provided
for by the terms of Section 2 hereof, other than as a result of any amendment
or termination of any employee and/or executive benefit plan or arrangement,
which amendment or termination is applicable to all executives of Employer,
then such action by Employer, unless consented to in writing by Executive,
shall be deemed to be a constructive termination by Employer of Executive's
employment (a "Constructive Termination"). In the event of a Constructive
Termination, the Executive shall be entitled to receive, in a lump sum within
30 days after the date of the Constructive Termination, an amount equal to the
Executive's then current annual base salary. For purposes of this Section 7.3,
the term "salary" shall mean the annual rate of compensation provided to
Executive under Section 2.1 hereof immediately prior to the event giving rise
to the Constructive Termination. In the event of such Constructive
Termination, all
-5-
<PAGE> 7
other rights and benefits Executive may have under the employee and/or
executive benefit plans and arrangements of Employer generally shall be
determined in accordance with the terms and conditions of such plans and
arrangements.
8. Executive's Non-Competition Obligation:
8.1. Executive acknowledges and agrees that he serves in a special
capacity for Employer pursuant to which he has acquired unique knowledge of the
operations and business of Employer and, as such, is not engaged in a common
calling. During the existence of Executive's employment by Employer hereunder
and for a period of three (3) years from the date on which he shall cease to be
employed by Employer, Executive shall not, acting alone or in conjunction with
others, directly or indirectly, and whether as principal, agent, officer,
director, partner, employee, consultant, broker, dealer or otherwise, in any
of the Business Territories (as defined below), engage in any business in
competition with the business conducted by Employer or any subsidiary of
Employer, whether for his own account or otherwise, or solicit, canvass or
accept any business or transaction for or from any other company or business in
competition with such business of Employer in any of the Business Territories.
For purposes hereof, the term "Business Territories" means the geographical
regions within the geographic borders of each State in which Employer is doing
business during the term of this Agreement and (in the case of post-employment
non-competition obligations) at the date of the termination of Executive's
employment with Employer and any State in which Employer had reasonable
prospects of engaging in business during the three-year noncompetition period
following termination of employment. Any retail business which does not
involve the lending of money to obtain merchandise shall not be considered a
business in competition with the business conducted by Employer or any
subsidiary of Employer.
8.2. It is the desire and intent of the parties that the provisions
of Section 8.1 shall be enforced to the fullest extent permissible under the
laws and public policies of the State of Texas. Accordingly, if any particular
portion of Section 8.1 shall be adjudicated to be invalid or unenforceable,
Section 8.1 shall be deemed amended to (i) reform the particular portion to
provide for such maximum restrictions as will be valid and enforceable, or if
that is not possible, then (ii) delete therefrom the portion thus adjudicated
to be invalid or unenforceable.
9. Obligations to Refrain From Competing Unfairly:
9.1. In addition to the other obligations agreed to by Executive in
this Agreement, Executive agrees that during his employment with Employer and
for a period of three (3) years following the termination of his employment by
Employer he shall not, directly or indirectly, (a) induce, entice, or solicit
any employee of Employer to leave his employment, or (b) contact, communicate
or solicit any customer of Employer derived from any customer list, customer
lead, mail, printed matter or other information secured from Employer or its
present or past employees, with respect to any business in competition with the
business conducted by Employer or any subsidiary of Employer, or (c) in any
other manner use any customer lists or customer leads, mail, telephone numbers,
printed material or material of Employer relating thereto.
-6-
<PAGE> 8
10. Miscellaneous:
10.1. All notices and other communications required or permitted
hereunder or necessary or convenient in connection herewith shall be in writing
and shall be deemed to have been given when mailed by registered mail or
certified mail, return receipt requested, as follows (provided that notice of
change of address shall be deemed given only when received):
If to Employer, to:
Cash America International, Inc.
1600 West Seventh Street
Fort Worth, Texas 76102
Attention: President
If to Executive, to:
Gregory W. Trees
6500 Castle Pines Drive
Fort Worth, Texas 76132
or to such other names or addresses as Employer or Executive, as the case may
be, shall designate by notice to the other party hereto in the manner specified
in this Section 10.1.
10.2. This Agreement shall be binding upon and inure to the benefit
of Employer, its successors, legal representatives and assigns, and upon
Executive, his heirs, executors, administrators, representatives and assigns.
Executive agrees that his rights and obligations hereunder are personal to him
and may not be assigned without the express written consent of Employer.
10.3. This Agreement may not be modified in any respect by any verbal
statement, representation or agreement made by any employee, officer, or
representative of Employer or by any written agreement unless signed by an
officer of Employer who is expressly authorized by Employer to execute such
document.
10.4. (a) If any provision of this Agreement or application thereof
to anyone or under any circumstances shall be determined to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions or applications of this Agreement which can be given effect without
the invalid or unenforceable provision or application.
(b) Without intending to limit the remedies available to
Employer, it is mutually understood and agreed that Executive's services are of
a special, unique, unusual, extraordinary and intellectual character giving
them a peculiar value, the loss of which cannot be reasonably or adequately
compensated in damages in an action at law, and, therefore, in the event of a
breach by Executive, Employer shall be entitled to equitable relief by way of
injunction or otherwise.
-7-
<PAGE> 9
(c) Executive acknowledges that Sections 4, 8 and 9 are
expressly for the benefit of Employer, that Employer would be irreparably
injured by a violation of Sections 4, 8 and/or 9 and that Employer would have
no adequate remedy at law in the event of such violation. Therefore, Executive
acknowledges and agrees that injunctive relief, specific performance or any
other appropriate equitable remedy (without any bond or other security being
required) are appropriate remedies to enforce compliance by Employer with
Section 4, Section 8 and Section 9.
10.5. Executive acknowledges that, from time to time, Employer may
establish, maintain and distribute employee manuals or handbooks or personnel
policy manuals, and officers or other representatives of Employer may make
written or oral statements relating to personnel policies and procedures. Such
manuals, handbooks and statements are intended only for general guidance. No
policies, procedures or statements of any nature by or on behalf of Employer
(whether written or oral, and whether or not contained in any employee manual
or handbook or personnel policy manual), and no acts or practices of any nature
shall be construed to modify this Agreement or to create express or implied
obligations or any nature to Executive.
10.6. The laws of the State of Texas will govern the interpretation,
validity and effect of this Agreement without regard to the place of execution
or the place for performance thereof, and Employer and Executive agree that the
state and federal courts situated in Tarrant County, Texas shall have personal
jurisdiction over Employer and Executive to hear all disputes arising under
this Agreement. This Agreement is to be at least partially performed in
Tarrant County, Texas and, as such, Employer and Executive agree that venue
shall be proper with the state or federal courts in Tarrant County, Texas to
hear such disputes. In the event either Employer or Executive is not able to
effect service of process upon the other with respect to such disputes,
Employer and Executive expressly agree that the Secretary of State for the
State of Texas shall be an agent of Employer and/or the Executive to receive
service of process on behalf of Employer and/or the Executive with respect to
such disputes.
11. Additional Instruments:
Executive and Employer shall execute and deliver any and all additional
instruments and agreements that may be necessary or proper to carry out the
purposes of this Agreement.
-8-
<PAGE> 10
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Agreement as of the date first written above.
CASH AMERICA INTERNATIONAL, INC.
By: /s/ Daniel R. Feehan
Daniel R. Feehan, President
EXECUTIVE:
/s/Gregory W. Trees
Gregory W. Trees
-9-