Consulting Agreement

Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (" Agreement" ), dated as of May 10, 2006, is between Ace Cash Express, Inc., a Texas corporation (the " Company" ), and Raymond C. Hemmig, an individual resident of the State of Texas (" Hemmig" ). The Company and Hemmig are hereinafter referred to as the " Parties ." WHEREAS, upon the Effective Date (as defined in paragraph 1 below), Hemmig will cease to be the Chairman of the Board of Directors of the Company and the Company wishes to obtain Hemmig' s services as a consultant, upon the Company' s request, regarding various aspects of the Company' s business with which Hemmig is familiar as a result of his directorship and previous employment with the Company; WHEREAS, the Company wishes to obtain Hemmig' 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; and NOW, THEREFORE, in consideration of the foregoing and the covenants set forth in this Agreement, the Parties hereby agree as follows: 1. Consulting Services : Hemmig shall, for the six consecutive years on and 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' s Chief Executive Officer may reasonably request from time to time in connection with or relating to, without limitation, the Company' s operations, the Company' s financial results and condition, the Company' s financing alternatives, strategic acquisitions and divestitures by the Company, certain of the Company' s third-party relationships, and regulatory proceedings or issues or material litigation involving the Company. " Effective Date" shall mean the date of termination of Hemmig' s directorship with the Company, either by the Company without cause or by Hemmig for any reason. Hemmig' s duties will necessarily change as a result of the evolving nature of the Company' s business and the resulting issues and circumstances affecting the Company and its business. The Company' s payments of amounts and provision of benefits to Hemmig, as described in paragraph 5 below, shall constitute compensation to Hemmig for all of these consulting services. This paragraph shall not apply, however, to any actions that Hemmig takes 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 Hemmig, and Hemmig 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, and which Hemmig did not have previous knowledge or access before the Effective Date, 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. Hemmig 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. Hemmig 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 Hemmig. All files, records, documents, information, data, and similar items relating to the business of the Company, whether prepared by Hemmig 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. Hemmig 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, Hemmig shall timely notify and promptly hand deliver a copy of the subpoena, process or other request to the Company. For this purpose, Hemmig irrevocably nominates and appoints the Company (including any attorney retained by the Company), as his true and lawful attorney-in-fact, to act in Hemmig' s name, place and stead to perform any act that Hemmig might perform to defend and protect against any disclosure of any Trade Secret. 3. Noncompetition Covenant : (a) During the maximum 72-month term of the consulting relationship hereunder (the " Restricted Period" ), Hemmig 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, 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 Hemmig 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 Hemmig 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 Hemmig either owns or possesses more than a 1% interest in profits, losses, or capital or is a partner, or for which Hemmig acts as officer, director, agent, or representative, or to which Hemmig provides consulting or advisory services. (b) Hemmig 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, Hemmig 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, and with whom Hemmig has had material contact or knowledge,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, Hemmig 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 consulting or other business relationship with the Company, unless such person has not been employed by or provided consulting services to the Company at least 12 months before any solicitation, recruitment, or employment by Hemmig or any entity or enterprise with which Hemmig is in any way associated. (c) Hemmig acknowledges and agrees that, in light of the Company' s covenants herein and other applicable circumstances, the restrictions imposed in this paragraph 4 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. 5. Payments and Benefits to Hemmig : In consideration for Hemmig' s consulting services and his compliance with or performance of all of his other covenants herein:


(a) The Company shall pay Hemmig during the term of the consulting relationship, by checks drawn on one or more accounts of the Company, 72 monthly installments of the Monthly Payment (as defined below), each on or before the first day of each calendar month, beginning on the Effective Date. " Monthly Payment" shall mean (i) three times (3x) the sum of (1) the total value of cash compensation paid to Hemmig in the fiscal year prior to Hemmig' s termination and (2) the total value of equity grants to Hemmig in the fiscal year prior to Hemmig' s termination, (ii) divided by 72. It is a condition to Hemmig' s receipt of payments made under this paragraph 5(a) that he shall have, upon the Effective Date, executed and delivered the Directorship Separation Agreement in substantially the form attached as Exhibit A hereto. (b) The Company shall reimburse Hemmig his reasonable out-of-pocket expenses incurred in rendering the consulting services described in paragraph 1 above in accordance with the Company' s reimbursement policies and procedures in effect at the time. (c) The Company shall provide or arrange to provide benefits to Hemmig and his Dependent (as defined below) under the Benefit Plans (as defined below), at the Company' s sole expense, during the consulting relationship and during the entire lifetime of Hemmig and his Dependent after either the expiration of the consulting relationship or the termination of the consulting relationship by Hemmig under paragraph 7(c) below. Notwithstanding the above, to the extent that (i) the Company cannot provide Hemmig or his Dependent, or both, coverage under any of the Benefit Plans for their lifetimes, for whatever reason, or (ii) coverage under one or more of the Benefit Plans would result in adverse income taxation and/or penalties imposed on Hemmig or his Dependent under Section 409A of the Internal Revenue Code of 1986 (the " Code" ), as amended, as determined by the Company' s Board of Directors in good faith following consultation with legal counsel, the Company shall pay Hemmig (or his Dependent if Hemmig predeceases Dependent) an amount that is the actuarial equivalent of the present value of such forgone coverage that would be provided under the Benefit Plan as if Hemmig and his Dependent were participants for their lifetimes, as determined by an actuary who is designated as a Fellow of the Society of Actuaries and who is a partner or otherwise employed by a professional actuarial services firm with at least $100 million in annual revenue, appointed by the Company and consented to by Hemmig, which consent will not be unreasonably withheld, directly in a cash lump sum payment; provided further that if the provision of the coverage or benefits, or lump sum in lieu thereof, results in an excise tax payable by Hemmig under Code Section 409A, the Company shall have no liability with respect to such penalty amount. Furthermore, in the event that the provision of coverage under the Benefit Plans is not subject to Code Section 409A based on applicable authoritative guidance at the time of either the expiration of the consulting relationship or the termination of the consulting relationship by Hemmig under paragraph 7(c) below, and the election between receiving (i) such coverage or (ii) a cash lump sum equivalent payment would not cause adverse taxation or penalties to Hemmig under Section 409A of the Code, as determined by the


Company' s Board of Directors in good faith following consultation with legal counsel, Hemmig will have the right, in his discretion, to elect whether to receive a cash lump sum equivalent payment in lieu of such coverage. For purposes of this paragraph, " Dependent" means Ruth A. Hemmig so long as she remains a lawful spouse or dependent of Hemmig for federal income tax purposes or is Hemmig' s lawful spouse or dependent for federal income tax purposes immediately prior to Hemmig' s death. " Benefit Plans" means welfare benefits that are no less favora ...