Exhibit 10.4

 

                        EXECUTIVE EMPLOYMENT AGREEMENT

        THIS AGREEMENT IS SUBJECT TO MANDATORY AND BINDING ARBITRATION

 

 

      This Employment   Agreement   (the "Agreement")   is   entered into   as   of

  January 1, 2003 (the "Effective Date"), by and between First Cash   Financial

  Services, Inc. (the "Company"), a Delaware   corporation, and J. Alan   Barron

  (the "Executive").

 

      NOW,   THEREFORE,   in    consideration   of   the    mutual   covenants    and

  obligations hereinafter set forth, the parties agree as follows:

 

      1.    EMPLOYMENT.

 

      The Company   desires   to continue   to   employ the   Executive,   and   the

  Executive agrees to continue to work in the employ of the Company, according

  to the following terms and conditions.

 

      2.    DUTIES.

 

      (a) The   Company   will   continue   to   employ   the   Executive   as   Chief

  Operating Officer ("COO") of the Company.

 

      (b) The Executive will serve in the Company's employ in that position.

 

      (c) Under the direction of the Chief Executive Officer and President of

  the Company,   the   Executive   shall have   such   powers,   functions,   duties,

  responsibilities and authority as are customarily required of and given to a

  COO and   such   other   duties and   responsibilities   commensurate   with   such

  position.   Such   powers, functions, authority,   duties and   responsibilities

  shall include,   but not   be limited   to: the   day-to-day management   of   the

  Company's stores and kiosks;   management, promotion, acquisition,   retention

  and   termination   of   operational   personnel;   marketing   of   the   Company's

  products and services; increasing the financial performance of the Company's

  stores and kiosks; selection of locations for and development of new   stores

  and   kiosks;   identification   and   assessment   of   new   geographic   markets;

  maintaining,   safe   guarding,   and   maximizing   the   Company's   assets;   and

  ensuring that all   operations are in   compliance with   laws and   regulations

  applicable to the Company and its affiliates.   The Executive also shall have

  such additional powers, authority, functions, duties and responsibilities as

  may be   assigned   to   him   by the   Chief   Executive   Officer   or   President.

  Executive shall use his   best efforts to achieve   all performance goals   and

  criteria established by the Chief Executive Officer or President.   Executive

  shall exercise such   powers and authority   and perform   all such   functions,

  duties and responsibilities consistent with Company practices and policies.

 

      3.    TERM OF EMPLOYMENT.

 

      The term   of employment   of Executive   is   through December   31,   2005.

  Subject to   the   provisions   of   Section 8,   the   term   of   the   Executive's

  Employment hereunder shall commence on January   1, 2003.   At the   discretion

  of the   Board, the   term   of employment   shall   be extended   for   additional

  successive periods of one year, each year beginning on January 1, 2004,   and

  each anniversary date   thereafter, provided that   during the previous   year,

  the Executive met   the stipulated   performance criteria   established by   the

  Board.

 

      4.    EXTENT OF SERVICES.

 

      The Executive shall not at any time during his Employment engage in any

  other business related activities unless   those activities do not   interfere

  materially with the Executive's duties   and responsibilities to the   Company

  at that time. The foregoing, however, shall not preclude the Executive   from

  engaging in appropriate civic, charitable, professional or trade association

  activities or   from serving   on one   or more   other boards   of directors   of

  public or private companies, as long as such activities and services do   not

  conflict with his responsibilities to the Company.

 

      5.    NO FORCED RELOCATION.

 

      The Executive shall   not be   required to   move his   principal place   of

  residence from the Dallas/Fort Worth, Texas metropolitan 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

  Dallas/Fort   Worth,   Texas   metropolitan   area   which   are   unreasonable   in

  relation to the duties and responsibilities of the Executive hereunder,   and

  the Company agrees that, if   it requests the Executive   to make such a   move

  and the   Executive declines   that request,   (a) that   declination shall   not

  constitute any basis for a termination of the Executive's Employment and (b)

  no animosity or prejudice will be held against Executive.   Executive   agrees

  that   future   travel   in   amounts   reasonably   consistent   with   Executive's

  previous amount of travel shall not be deemed unreasonable.

 

      6.    COMPENSATION.

 

      (a)    SALARY.

 

      An annual base salary shall be payable to the Executive by the   Company

  as a guaranteed minimum amount under   this Agreement for each calendar   year

  during the   period from   January 1,   2003   to the   termination date   of   the

  Executive's Employment. That annual   base salary shall   (i) accrue daily   on

  the basis   of a   365-day year,   (ii)   be payable   to   the Executive   in   the

  intervals consistent with the Company's normal payroll schedules (but in   no

  event less   frequently than   semi-monthly) and   (iii) be   payable   beginning

  January 1,   2003 at   an initial   annual rate   of $350,000.   The   Executive's

  annual base salary shall not be decreased, but shall be adjusted annually in

  each December   to reflect   such adjustments,   if   any, as   the   compensation

  committee of   the   Board determines   appropriate   based on   the   Executive's

  performance during the   most recent performance   period, in accordance   with

  the Company's compensation policies.   A failure of   the Company to   increase

  the Executive's   annual   base   salary   shall   not   constitute   a   breach   or

  violation of this Agreement by the Company.

 

      (b) BONUS.

 

      At the   discretion of   the   Board's compensation   committee,   Executive

  shall be   eligible to   be paid   an   annual bonus   by   the Company   for   each

  calendar year during the period from January 1, 2003 to the termination date

  of the Executive's Employment.   That annual bonus shall   be payable at   such

  rate and in such   amount as is determined   by the compensation committee   of

  the board   of directors.   The Executive's   annual bonus,   if any,   shall   be

  adjusted annually in each December to   reflect such adjustments, if any,   as

  the Board's   compensation   committee   determines appropriate   based   on   the

  Executive's performance   during   the   most   recent   performance   period,   in

  accordance with   the   Company's   compensation policies.   A   failure   of   the

  Company to pay Executive   an annual bonus shall   not constitute a breach   or

  violation of this Agreement by the Company.

 

      (c)   OTHER COMPENSATION.

 

      The Executive   shall be   entitled to   participate in   all   Compensation

  Plans from time to time   in effect while in   the Employment of the   Company,

  regardless of whether the Executive is   an Executive Officer. All awards   to

  the Executive   under   all   Incentive   Plans   shall   take   into   account   the

  Executive's positions with   and duties and   responsibilities to the   Company

  and its subsidiaries   and affiliates.    The Company   shall supply   Executive

  with an automobile allowance, the make and model of which is subject to   the

  approval of the compensation committee of the Board, and be responsible   for

  all   expenses   related   thereto   throughout   the   term   of   this   Agreement.

  Executive may select an automobile of   his own choosing which is   reasonable

  in cost, appearance and function, taking into account the powers, authority,

  functions, duties   and   responsibilities   of Executive,   and   the   financial

  position and condition of   the Company. In consideration   and in support   of

  Executive's   duties   under   this   Agreement,   which   include   fostering   the

  goodwill, growth and earnings   of the Company, the   Company shall pay for   a

  private club   membership for   Executive, for   such amount   as is   reasonable

  taking   into    account   the    powers,   authority,    functions,   duties    and

  responsibilities of   Executive,   subject   to approval   of   the   compensation

  committee of the Board.

 

      (d)    EXPENSES.

 

      The   Executive   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.

 

      7.    OTHER BENEFITS.

 

      (a)    EMPLOYEE BENEFITS AND PROGRAMS.

 

      During the term of this Agreement, the Executive and the members of his

  immediate family shall be   entitled to participate   in any employee   benefit

  plans or programs of   the Company to the   extent that his position,   tenure,

  salary, age, health and other qualifications   make him or them, as the   case

  may be,   eligible   to participate,   subject   to the   rules   and   regulations

  applicable thereto.

 

      (b)    SUBSCRIPTIONS AND MEMBERSHIPS.

 

      The Company shall pay periodical subscription costs and membership fees

  and dues for   the Executive to   join professional organizations   appropriate

  for the Executive,   and which   further the interests   of the   Company.    The

  Company shall also pay or reimburse Executive for Executive's membership   in

  such additional clubs and organizations as may be agreed upon as   reasonable

  and appropriate between Executive and the Company.

 

      (c)     VACATION.

 

      The Executive shall be   entitled to four weeks   of vacation leave   with

  full pay during each year of this Agreement (each such year being a 12-month

  period ending on the   one year anniversary date   of the commencement of   the

  Executive's employment.) The times for such   vacations shall be selected   by

  the Executive, provided the dates selected do not interfere materially   with

  the performance   of   Executive's   duties   and   responsibilities   under   this

  agreement. The Executive may accrue up   to four weeks of vacation time   from

  year to year,   but vacation   time otherwise shall   not accrue   from year   to

  year.

 

      (d)   ACCOUNTING

 

      The Executive shall be   entitled to Company   paid or reimbursed   annual

  accounting services of up to $500 per year.

 

      (e)    INSURANCE

 

      For the term of this Agreement, the Company will provide, at no cost to

  Executive, term life insurance benefits.   The policy shall be in the   amount

  of $500,000   with   the loss   payee   designated by   the   Executive.    In   the

  discretion of the   Board, during   the term   of this   Agreement, the   Company

  shall also provide, at no cost to Executive, disability insurance sufficient

  to provide, in the event Executive becomes disabled, payments that would   be

  made to   Executive equal   or up   to   the amount   equal to   Executive's   base

  salary, as of the date of   disability, provided such coverage is   reasonably

  available at   reasonable cost.    Executive   may procure   his own   disability

  coverage and at   the discretion   of the Board   the cost   of such   disability

  coverage may be reimbursed, if the same is not provided by the Company.

 

      8.     TERMINATION.

 

      The Executive's Employment   hereunder may   be terminated   prior to   the

  term provided for in Section 3 only under the following circumstances:

 

       (a)    DEATH.

 

      The Executive's Employment shall terminate automatically on the date of

  his death.

 

      (b)    DISABILITY.

 

      If a Disability   occurs and is   continuing, the Executive's   Employment

  shall terminate   180 days   after the   Company   gives the   Executive   written

  notice that   it intends   to   terminate his   Employment   on account   of   that

  Disability, or on such later date   as the Company specifies in such   notice.

  If the Executive resumes the performance of substantially all of his   duties

  under this Agreement before the termination becomes effective, the notice of

  intent to terminate   shall be deemed   to have been   revoked.   Disability   of

  Executive shall not prevent the Company from making necessary changes during

  the period of Executive's Disability to conduct its affairs.

 

      (c)    VOLUNTARY TERMINATION.

 

      The Executive may terminate his Employment at any time and without Good

  Cause with 90 days' prior written notice to the Company.

 

      (d) TERMINATION FOR GOOD CAUSE.

 

      The Executive may terminate his Employment   for Good Cause at any   time

  within 180 days (one year if the Good Cause is the occurrence of a Change of

  Control) after the Executive   becomes consciously aware   that the facts   and

  circumstances constituting Good Cause exist are continuing and by giving the

  Company 30   days'   prior   written   notice   that   the   Executive   intends   to

  terminate his   Employment   for Good   Cause,   which notice   will   state   with

  specificity the basis   for Executive's   contention that   Good Cause   exists;

  provided, however, that   if Executive   terminates for   Good Cause   due to   a

  Change in Control, the Change in Control   must actually occur.   A Change   in

  Control will not   be deemed to   have actually occurred   merely because of   a

  pending or   possible event.    The   Executive shall   not have   Good Cause   to

  terminate his Employment solely by reason   of the occurrence of a Change   in

  Control until   one year   after   the date   such   Change in   Control   actually

  occurs.   The Executive   may not terminate   for Good Cause   if the facts   and

  circumstances constituting Good Cause are substantially cured by the Company

  within 30 days following notice to the Company.

 

      (e) INVOLUNTARY TERMINATION.

 

      The Executive's Employment is at will.   The Company reserves the   right

  to terminate   the   Executive's   Employment at   anytime   whatsoever,   without

  cause, with 30 days' prior written notice to the Executive.

 

      (f) INVOLUNTARY TERMINATION FOR CAUSE.

 

      The Company reserves the right to terminate the Executive's   Employment

  for Cause. In the event that the Company determines that Cause exists   under

  Section 12(f)(i)   for the   termination of   the Executive's   Employment,   the

  Company shall provide in writing (the "Notice of Cause"), the basis for that

  determination and the manner, if any, in which the breach or neglect can   be

  cured. If   either the   Company has   determined that   the breach   or   neglect

  cannot be cured, as   set forth in the   Notice of Cause,   or has advised   the

  Executive in   the Notice   of Cause   of the   manner in   which the   breach   or

  neglect can be cured, but the   Executive fails to substantially effect   that

  cure within 30 days after   his receipt of the   Notice of Cause, the   Company

  shall be entitled   to give   the Executive   written notice   of the   Company's

  intention to   terminate Executive's   Employment for   Cause (the   "Notice   of

  Intent to   Terminate"). Executive   shall have   the right   to object   to   any

  Notice   of   Intent   to   Terminate   Executive's   Employment   for   Cause,    by

  furnishing the Company within ten days of receipt by Executive of the Notice

  of Intent   to Terminate   Executive's Employment   for Cause,   written   notice

  specifying the reasons   Executive contends   either (i)   Cause under   Section

  12(f)(i) does not exist or has been timely cured or (ii) in the circumstance

  of a Notice of   Intent to Terminate Executive's   Employment for Cause   under

  Section 12(f)(ii), that such Cause does not exist (the "Notice of Intent   to

  Join Issue over   Cause").   The   failure of Executive   to timely furnish   the

  Company with a   Notice of Intent   to Join Issue   over Cause   shall serve   to

  conclusively establish   Cause hereunder,   and the   right of   the Company   to

  terminate the Executive's Employment   for Cause.    Within 30 days   following

  its receipt of   a timely   Notice of   Intent to   Join Issue   Over Cause,   the

  Company   must   either   rescind   the   Notice   of   Intent   to   Terminate    the

  Executive's Employment   for   Cause, or   file   a demand   for   arbitration   in

  accordance with Section 26, to determine whether the Company is entitled   to

  terminate Executive's   Employment for   Cause.    During the   pendency of   the

  arbitration proceeding, and   until such   time as   Executive's Employment   is

  terminated, Executive shall be entitled   to receive Compensation under   this

  Agreement.   In the   discretion of the Board,   however, the Executive may   be

  reassigned or   suspended with   pay,   during not   only   the pendency   of   the

  arbitration proceeding,   but during   the period   from the   date the   Company

  furnishes Executive with   a Notice of   Intent to   Terminate the   Executive's

  Employment for   Cause   until   such   date   as   the   notice   is   rescinded,   a

  determination   that   Cause   does   not   exist   is   made   in   the   arbitration

  proceeding or in the event of a   determination that Cause does exist in   the

  arbitration proceeding, the effective date of the termination of Executive's

  Employment for Cause.   In the   event that the Company determines that   Cause

  exists under   Section   12(f)(ii)   for the   termination   of   the   Executive's

  Employment, it shall   be entitled to   immediately furnish   Executive with   a

  Notice of Intent   to Terminate   Executive's Employment   without providing   a

  Notice of Cause   or any   opportunity prior to   that notice   to contest   that

  determination. Any   termination   of   the Executive's   Employment   for   Cause

  pursuant to   this   Section 8(f)   shall   be effective   immediately   upon   the

  Executive's receipt of the Company's written notice of that termination   and

  the Cause therefore.

 

      (g) VOLUNTARY TERMINATION AT CONCLUSION OF TERM

 

      At the expiration   of the term   of employment as   stated in Section   3,

  either party may terminate this Agreement by giving the other party   written

  notice at least 90 days for the Executive and 30 days for the Company before

  the expiration of the term of employment stated in Section 3.

 

      9.    SEVERANCE PAYMENTS.

 

      Unless effected under   Section 8(g), if   the Executive's Employment   is

  terminated during   the   term   of this   Agreement,   the   Executive   shall   be

  entitled to receive severance payments as follows:

 

      (a)    If the Executive's   Employment is terminated under Section   8(a),

  (b), (d), (e)   or (g),   the Company   will pay   or cause   to be   paid to   the

  Executive (or,   in   the   case   of a   termination   under   Section   8(a),   the

  beneficiary the   Executive   has designated   in   writing to   the   Company   to

  receive payment pursuant   to this Section   9(a) or, in   the absence of   such

  desi