Consulting Agreement - R. Edward Mccarty

Exhibit 10.2
CONSULTING AGREEMENT

This Consulting Agreement (" Agreement" ), dated as of February 28, 2002 (the " Effective Date" ), is between Ace Cash Express, Inc., a Texas corporation (the " Company" ), and R. Edward McCarty, an individual resident of the State of Texas (" McCarty" ). The Company and McCarty are hereinafter referred to as the " Parties."

WHEREAS, the Company wishes to obtain McCarty' s services as a consultant, upon the Company' s request, regarding various aspects of the Company' s business with which McCarty is familiar as a result of his previous long-term employment with the Company;

WHEREAS, the Company wishes to obtain McCarty' s covenants not to engage in certain activities that are competitive with the Company' s business or that interfere with the Company' s business and relationships;

NOW, THEREFORE, in consideration of the foregoing and the covenants set forth in this Agreement, the Parties hereby agree as follows:

1. Consulting Services: McCarty shall, for the three consecutive years after the Effective Date , consult with the Company and its agents (including its attorneys), and provide to the Company and its agents such assistance, as the Company or its agents may reasonably request from time to time in connection with or relating to the Company' s operations, certain of the Company' s third-party relationships, and litigation or regulatory proceedings involving the Company. The consulting services shall include, as requested:

(a) McCarty' s advice regarding and involvement in helping to manage and resolve the Company' s franchise-related issues and matters, including franchising strategy, franchise selection, and relationships with franchisees; (b) McCarty' s review of copies of certain internal operational and financial reports and information provided to him, typically no less frequently than monthly, and his advice to executive officers of the Company regarding the subject matter of the reports and information; (c) McCarty' s assistance in maintaining relationships with the Company' s suppliers or vendors and employees; and (d) McCarty' s review of and advice regarding correspondence and other materials provided to him relating to the Company' s litigation and regulatory proceedings, especially those regarding the Company' s relationship with Goleta National Bank.

The Company' s payments of amounts and provision of benefits to McCarty, as described in paragraphs 5(a) and 5(b) below, shall constitute compensation to McCarty for all of these consulting services. This paragraph shall not apply, however, to any actions that McCarty takes

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or must take as a separate party to any of such litigation or regulatory proceedings in which the Company is also involved.

2. Trade Secrets: The Parties acknowledge and agree that, during the consulting relationship hereunder, the Company will provide and make available to McCarty, and McCarty will have access to and become familiar with, various trade secrets and proprietary and confidential information of the Company, the Company' s direct and indirect subsidiaries (the " Subsidiaries" ), and their affiliates, including processes, computer programs, compilations of information, records, sales procedures, customer requirements, pricing techniques, customer lists, identity of employees, methods of doing business, and other confidential information (collectively, " Trade Secrets" ) which are owned by the Company, the Subsidiaries, and/or their affiliates and regularly used in the operation of their business, and as to which the Company, the Subsidiaries, and/or their affiliates take precautions to prevent dissemination to persons other than certain directors, officers, partners, managers, members, and employees. McCarty acknowledges and agrees that the Trade Secrets (a) are secret and not known in the industry; (b) give the Company, the Subsidiaries, and/or their affiliates an advantage over competitors who do not know or use the Trade Secrets; (c) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade Secrets; and (d) are valuable and special and unique assets of the Company, the Subsidiaries, and/or their affiliates, the disclosure of which could cause substantial injury and loss of profits and goodwill to the Company, the Subsidiaries and/or their affiliates. McCarty may not use in any way or disclose any of the Trade Secrets, directly or indirectly, during the consulting relationship or at any time thereafter, except (i) as required in connection with a judicial or administrative proceeding or in connection with rendering the consulting services described in paragraph 1 above, or (ii) if the information becomes public knowledge other than as a result of an unauthorized disclosure by McCarty. All files, records, documents, information, data, and similar items relating to the business of the Company, whether prepared by McCarty or otherwise coming into his possession, will remain the exclusive property of the Company, and in any event must be promptly delivered to the Company upon the expiration or termination of the consulting relationship under this Agreement. McCarty agrees upon his receipt of any subpoena, process, or other request to produce or divulge, directly or indirectly, any Trade Secrets to any entity, agency, tribunal, or person, McCarty shall timely notify and promptly hand deliver a copy of the subpoena, process or other request to the Company. For this purpose, McCarty irrevocably nominates and appoints the Company (including any attorney retained by the Company), as his true and lawful attorney-in-fact, to act in McCarty' s name, place and stead to perform any act that McCarty might perform to defend and protect against any disclosure of any Trade Secret.

3. Noncompetition Covenant:

(a) During the consulting relationship hereunder and the three consecutive years after the expiration or termination of the consulting relationship (collectively, the " Restricted Period" ), McCarty shall not, anywhere within the Restricted Territory (as defined below), directly or indirectly engage in any activity which, or any activity for any enterprise or entity a material part of the business of which, is a Competing Business (as defined below). The activity prohibited by the preceding sentence includes any kind of ownership (other than ownership of less than 1% of a class of publicly traded securities) in or of, or acting as a director, officer, agent,

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employee, or consultant of or for, any enterprise or entity referred to in the preceding sentence. For the purpose of this paragraph 3(a), the " Restricted Territory" means, collectively, Dallas County, Texas; each county (or equivalent subdivision) of any state, district, or territory of the United States of America in which the Company or any of the Subsidiaries has any retail location; and each county (or equivalent territory) adjacent to any of the preceding counties (or equivalent territories). Also for the purpose of this paragraph 3(a), " Competing Business" means any business that is competitive with (i) any business conducted by the Company or any of its Subsidiaries as of the Effective Date, (ii) any business that the Company or any of its Subsidiaries plans, as of the Effective Date, to conduct in the future if McCarty has been involved, before the Effective Date, in formulating or implementing those plans, and (iii) any business conducted, or any plan to conduct business, by the Company or any of its Subsidiaries, in addition to or different than any business or any plan described in either of the two preceding clauses, during the consulting relationship hereunder if McCarty renders any consulting time or effort for the Company regarding that additional or different business or plan. Further, for the purpose of this paragraph 3(a), " indirectly" means the performance of services by any business or entity in which McCarty either owns or possesses more than a 1% interest in profits, losses, or capital or is a partner, or for which McCarty acts as officer, director, agent, or representative, or to which McCarty provides consulting or advisory services. (b) McCarty acknowledges and agrees that, in light of the Company' s covenants herein and other applicable circumstances, the restrictions imposed in this paragraph 3 are reasonable, are prompted by the Company' s desire to protect its legitimate business interests (including the Trade Secrets), and will not be unduly burdensome to him.

4. Nonsolicitation Covenants:

(a) During the Restricted Period, McCarty shall not directly or indirectly solicit, divert, or appropriate to or for any Competing Business (as defined in paragraph 3(a) above) the financial services business of any customer of the Company, or in any manner solicit or induce any customer, franchisee, supplier, or other person with a business relationship with the Company to cease that business relationship with the Company or to refuse in the future to conduct business with the Company. In this paragraph 4, " indirectly" is used as defined in paragraph 3(a) above. (b) During the Restricted Period, McCarty shall not directly or indirectly solicit, recruit, or employ any employee or regular consultant of the Company, or in any other manner attempt to induce any employee or regular consultant of the Company to leave the employ of the Company or cease his or her co ...