Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 6, 2009, EZCORP, Inc. announced the appointment of Paul E. Rothamel as
Executive Vice President and Chief Operating Officer. A copy of the company's
press release announcing this appointment is attached as Exhibit 99.1 and
incorporated herein by reference.
Prior to joining EZCORP, Mr. Rothamel, age 44, was the President and Chief
Executive Officer of Pamida, a privately-held company that owns and operates
more than 200 general merchandise and pharmacy stores, primarily in the Midwest.
Mr. Rothamel joined Pamida in 1999 as Senior Vice President, Store Operations,
and was promoted to the position of Senior Vice President, Operations in 2005
and served in that capacity until assuming the President and Chief Executive
Officer position in November 2007. From 1997 to 1999, Mr. Rothamel held the
positions of Regional Vice President, Store Operations and District Team Leader
at ShopKo Stores, Inc., also a privately-held owner and operator of general
merchandise and pharmacy stores and an affiliate of Pamida. Before joining
ShopKo, Mr. Rothamel held various operational positions with Target Stores, Inc.
and Venture Stores Inc.
On August 3, 2009, Mr. Rothamel and EZCORP entered into an employment agreement.
Under the terms of the agreement, Mr. Rothamel will receive an annual salary of
$500,000, a target bonus of 100% of base salary, and 25,000 restricted shares of
EZCORP Class A Non-Voting Common Stock, all of which will vest on the third
anniversary of the date of grant (assuming continued employment). In addition,
Mr. Rothamel will receive a special bonus payment of $125,000 on October 15,
2009, and will be eligible for relocation benefits and other benefits typically
provided to the company's executive officers. The agreement also provides for
certain benefits (principally, a payment equal to one year of then-current base
salary) if (a) Mr. Rothamel terminates his employment for "good reason"
(including a change in control of EZCORP), (b) EZCORP terminates his employment
without "cause," or (c) he dies or becomes totally and permanently disabled
during his active employment with the company. Under the terms of the agreement,
Mr. Rothamel will be subject to confidentiality obligations and, for a period of
two years following the termination of his employment, will be prohibited from
competing with the company, soliciting the company's customers, or soliciting
the company's employees. The agreement has an initial term of two years, and
will be renewed for successive one-year terms unless either party gives 90-days'
notice to terminate. Mr. Rothamel's employment will commence on September 14,
2009.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated August 6, 2009
