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Consulting Agreement

 

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Title:

Consulting Agreement

Entities:

First Cash Financial Services Inc.

Date:

2005

Size:

Preview shows 9KB of 65KB total

Price:

$44

ID:

#1165368

 

 

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                             CONSULTING AGREEMENT


THIS AGREEMENT IS SUBJECT TO MANDATORY AND BINDING ARBITRATION
--------------------------------------------------------------

This Consulting Agreement (the "Agreement') is entered into as of
January 1, 2005 (the "Effective Date"), by and between First Cash Financial
Services, Inc. (the "Company"), a Delaware corporation, and Phillip Eric
Powell (the "Consultant").

WHEREAS, in his former capacity as Chief Executive Officer, Consultant
has been primarily responsible for building the company from its inception,
and has provided a significant contribution to the success of the Company;

WHEREAS, Consultant has been an integral part of the Company attaining
fiscal/financial stability, and has been its primary guidance in determining
the strategic vision of the Company;

WHEREAS, notwithstanding the success of the Company under the
stewardship of Consultant, both the Company and Consultant believe that
long-term succession planning in the leadership of the Company is a
necessary and desirable part of good corporate governance, and in the best
interest of the Company and its shareholders;

WHEREAS, both the Company and Consultant believe that it is therefore
in the best interest of the Company and its shareholders that Consultant
relinquish his role as Chief Executive Officer, but remain committed to and
involved in the Company's growth and strategic planning activities through a
formalized, long-term consulting arrangement; and

WHEREAS, Consultant was employed by the Company pursuant to an
employment agreement dated September 30, 2000, between the parties
("Employment Agreement"), and the parties terminated that agreement on
December 30, 2004 and desire to enter into this consulting agreement so that
the Company may benefit from the valuable advice, counsel, and participation
of Consultant in future years based on the terms and conditions set forth
below.

NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties agree as follows:

1. PREVIOUS EMPLOYMENT AGREEMENT.

The parties terminated the Employment Agreement on December 30, 2004,
and waived and released all rights they had under the Employment Agreement
as of that date. Accordingly, the Employment Agreement has no further force
or effect.

2. INDEPENDENT CONTRACTOR.

The Company desires to contract for Consultant's services in his
capacity as an independent contractor, according to the following terms and
conditions.

3. DUTIES.

The Consultant will serve and be responsible to the Board of Directors
of the Company ("Board"). Under the direction of the Board, the Consultant
shall perform such duties, and have such powers, authority, functions,
duties and responsibilities for the Company and other entities affiliated
with the Company as may be determined from time to time by the Board.
However, the Consultant shall determine the means and methods to perform his
duties under this Agreement. The Board shall not control the means and
methods of Consultant in fulfilling his duties under this Agreement.

4. TERM OF ENGAGEMENT.

The term of engagement of Consultant shall begin on January 1, 2005 and
continue through December 31, 2014, subject to the provisions of Section 9.
The term of the Consultant's engagement hereunder shall commence on January
1, 2005.

5. EXTENT OF SERVICES.

Subject to the provisions of section 12, the Consultant may engage in
any other business related activities, as well as appropriate civic,
charitable, professional or trade association activities, and serve on one
or more other boards of directors of public or private companies, provided
these activities do not interfere or conflict materially with the
Consultant's duties and responsibilities to the Company.

6. NO FORCED RELOCATION.

The Consultant shall not be required to move his principal place of
residence from the Arlington, Texas area or to perform regular duties that
could reasonably be expected to require either such move against his wish or
to spend amounts of time each week outside the Arlington, Texas area which
are unreasonable in relation to the duties and responsibilities of the
Consultant hereunder, and the Company agrees that, if it requests the
Consultant to make such a move and the Consultant declines that request, (a)
that declination shall not constitute any basis for a termination of the
Consultant's engagement and (b) no animosity or prejudice will be held
against Consultant.

7. COMPENSATION.

(a) ANNUAL COMPENSATION RATE.

Annual compensation shall be payable to the Consultant by the Company
as a guaranteed minimum amount under this Agreement for each calendar year
during the period from January 1, 2005 to the termination date of the
Consultant's Engagement. That annual compensation shall (i) accrue daily on
the basis of a 365 year, (ii) be payable to the Consultant in the intervals
no less frequently than monthly, and (iii) be payable beginning January 1,
2005 at an annual rate of $500,000.

(b) MISCELLANEOUS.

(i) The Company shall supply Consultant with an automobile, the make
and model of which is subject to the approval of the Board, and the Company
shall be responsible for all expenses related thereto throughout the term of
this Agreement.

(ii) In consideration and in support of Consultant's duties under
this Agreement, which also include fostering the goodwill, growth and
earnings of the Company, the Company shall pay for a private club membership
for Consultant, for such amount as is reasonable taking into account the
powers, authority, functions, duties and responsibilities of Consultant,
subject to approval of the Board.

(iii) Consultant acknowledges that he shall be responsible for any
and all income and self-employment taxes (including federal, state and
local) resulting from compensation received (in cash and in-kind) pursuant
to this Agreement. This includes, without limitation, all federal, state
and local taxes on income and, social security & Medicare taxes applicable
to income earned in his role as Consultant.

(iv) The Consultant shall be entitled to prompt reimbursement of all
reasonable business expenses incurred by him in the performance of his
duties during the term of this Agreement, subject to the presenting of
appropriate vouchers and receipts in accordance with the Company's policies.

8. OTHER BENEFITS.

(a) HEALTH INSURANCE.

The Company shall pay all health insurance premiums for Consultant and
his spouse under the Company's health insurance program or a policy from an
independent third party carrier until they attain the age 65, respectively.

(b) LIFE INSURANCE.

For the term of this Agreement, the Company will provide, at its own
expense, term life insurance benefits under two separate policies, the first
of which, naming the Company as beneficiary, shall be at the Company's
option. The first policy shall designate the Company as the beneficiary and
loss payee. This policy shall be procured at the option of the Board and
shall have an amount of coverage, which shall be at the discretion of the
Board. The second policy shall be in the amount of $4 million with the
beneficiary and loss payee designated by the Consultant.

9. TERMINATION.

The Consultant's Engagement hereunder may be terminated prior to the
term provided for in Section 4 only under the following circumstances:

(a) DEATH.

The Consultant's Engagement shall terminate automatically on the date
of his death.

(b) DISABILITY.

If a Disability occurs and is continuing, the Consultant's Engagement
shall terminate 180 days after the Company gives the Consultant written
notice that it intends to terminate his Engagement on account of that

 

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