Change-in-control Executive Severance Agreement

Exhibit 10.2 CHANGE-IN-CONTROL EXECUTIVE SEVERANCE AGREEMENT This Change-in-Control Executive Severance Agreement (this " Agreement" ), dated and effective January 23, 2006, is between Ace Cash Express, Inc., a Texas corporation (the " Company" ), and Jay B. Shipowitz (the " Executive" ). Statement of Purpose The Company desires, for its continued success, to have the benefit of services of experienced management personnel like the Executive. The Board of Directors of the Company therefore believes that it is in the best interest of the Company that, in the event of any prospective change in control of the Company, the Executive be reasonably secure in his employment and position with the Company, so that the Executive can exercise independent judgment as to the best interest of the Company and its shareholders, without distraction by any personal uncertainties or risks regarding the Executive' s continued employment with the Company created by the possibility of a change in control of the Company. Therefore, the Company and the Executive entered into a Change-in-Control Executive Severance Agreement dated August 20, 1998, which was amended and superseded by a Change-in-Control Executive Severance Agreement dated July 1, 2004 (the " Previous Severance Agreement" ), to assure severance benefits to the Executive in connection with certain terminations of employment upon or after a change in control of the Company, and they now wish to amend and supersede the Previous Severance Agreement with this Agreement to effect the same purpose. Agreement In consideration of the statements made in the Statement of Purpose and the mutual agreements set forth below, the Company and the Executive agree as follows: 1. Definitions and Interpretation . Various terms used in this Agreement are defined in Exhibit A; each of the defined terms used in this Agreement begins with a capital letter. Various interpretative matters for this Agreement are also set forth in Exhibit A. Exhibit A is an integral part of this Agreement and is incorporated in this Agreement by reference. 2. Term of Agreement . This Agreement will continue in effect until the earlier of: (a) The termination or cessation of the Executive' s employment with the Company under the Employment Agreement, or the termination of the Employment Agreement, before a Change in Control. (b) The Company' s performance of all of its obligations, and the Executive' s receipt of all of the payments and benefits to which he is entitled, under this Agreement after a Severance Payment Event. 3. Severance Benefits . Upon a Severance Payment Event, in addition to any other

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severance or employment-termination compensation or benefits to which the Executive may be entitled from the Company or any Subsidiary under the terms of any Plan of which the Executive was a participant or a beneficiary immediately before the Severance Payment Event, the Company shall: (a) Pay the Executive in cash, within five Business Days after the Severance Payment Event, all of his Base Salary and all other earned but unpaid cash compensation or entitlements due to the Executive through (and including) the date of the Severance Payment Event, including unused earned and accrued vacation pay and unreimbursed reimbursable business expenses. (b) Make the Severance Payment in cash within five Business Days after the Severance Payment Event. (c) Provide or arrange to provide the Executive (whether or not under any Welfare Benefit Plan then maintained), at the Company' s sole expense and for the Benefit Continuation Period, Welfare Benefits that are substantially the same the Welfare Benefits provided to the Executive (and the Executive' s dependents and beneficiaries) immediately before the Severance Payment Event, except that the Welfare Benefits to which the Executive is entitled under this subsection (c) will be subject to the Executive' s compliance with Section 4 and will be reduced to the extent that comparable welfare benefits are received by the Executive from an employer other than the Company or any Subsidiary during the Benefit Continuation Period. (The fact that the cost of the participation by the Executive, or the Executive' s dependents or beneficiaries, in any Welfare Benefit Plan was paid indirectly by the Company, as a reimbursement or a credit to the Executive, before the Severance Payment Event does not mean that the corresponding Welfare Benefits were not " provided to the Executive" by the Company for the purpose of this subsection (c).) (d) In addition, each Stock Award outstanding immediately before the Severance Payment Event and not yet exercised or forfeited (as the case may be) will accelerate and become fully vested, exercisable, or nonforfeitable upon the Severance Payment Event, as though all requisite time had passed to vest the Stock Award or cause it to become exercisable or nonforfeitable. 4. Nondisclosure and Noncompetition . As an inducement to the Company to enter into this Agreement, the Executive represents to and covenants with or in favor of the Company as follows: (a) The Executive has acquired and will acquire during his employment with the Company knowledge or awareness of various Trade Secrets. All of the Trade Secrets are valuable, special, and unique assets of the Company, and the disclosure of any of them, or their use in any manner, other than on behalf of the Company would cause substantial injury, loss of profits, and loss of goodwill to the Company. (b) During his employment with the Company and at all times thereafter, the Executive shall not, directly or indirectly, disclose or disseminate any Trade

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Secret to any other Person or lecture upon, publish articles concerning, or otherwise use or employ any Trade Secret, except (in any case) to the extent required in the course of his employment with the Company or by applicable law, rule, or regulation (including legal process). In addition, all Trade Secrets and materials containing Trade Secrets prepared or compiled by the Executive or furnished or made available to him during his employment with the Company are the sole and exclusive property of the Company, and none of those Trade Secrets or materials containing Trade Secrets may be retained by the Executive upon or following any termination of his employment with the Company. (c) If the Executive' s employment with the Company terminates (other than because of the Executive' s death or Disability) upon or before the termination of this Agreement, the Executive shall not, at any time during the first year after that termination of employment anywhere in the Restricted Territory, 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 competitive with the business conducted, or proposed during his employment with the Company to be conducted, by the Company. The activity prohibited by the preceding sentence includes any kind of ownership (other than ownership of securities of a publicly held entity of which the Executive owns less than 1% of a class of outstanding 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. (d) The Executive acknowledges and agrees that the restrictions in this Section 4 are reasonable and not unduly burdensome to him under the circumstances. (e) The Executive' s compliance with this Section 4 and with the post-employment restrictive covenants in the Employment Agreement is a condition to the Company' s obligation to continue to provide Welfare Benefits to the Executive under subsection (c) of Section 3 and to make one or more Gross-Up Payments to the Executive under Section 5; the Company may refuse to continue providing those Welfare Benefits or to make all or any Gross-Up Payment if there is any such noncompliance, as reasonably determined by the Board. For the purpose of this Agreement only, the Company shall have the burden of proof regarding any question of the Executive' s compliance or noncompliance with this Section 4 or to make all or any Gross-Up Payment. 5. Excise Taxes . (a) If all or any portion of the Total Severance Benefits, determined without regard to any additional payments required under this Section 5 (a " Payment" ), would be subject to the Excise Tax, then the Executive shall be entitled to receive an additional payment (" Gross-Up Payment" ) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment, multiplied by the percentage set forth

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below corresponding to the Per Share Change-in-Control Price: Per Share Change-in-Control Price Percentage Less than $29 0% $29 to less than $33 25% $33 to less than $37 50% $37 to less than $41 75% $41 or more 100% (b) Subject to subsection (c) of this Section 5, all determinations required to be made under this Section 5, including whether and when a Gross-Up Payment is required, the amount of any Gross-Up Payment, and the assumptions to be used in arriving at such determination, shall be made by the Accounting Firm, which shall be retained to provide detailed supporting calculations to the Parties within 15 Business Days of the Accounting Firm' s receipt of written notice from the Company or the Executive that there has been a Payment or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be paid solely by the Company. Each determination by the Accounting Firm shall be binding upon the Parties. Any Gross-Up Payment determined to be due to the Executive shall be paid by the Company within five Business Days of the Company' s receipt of the Accounting Firm' s determination. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Company should have been made consistent with the calculations required to be made under this Section 5 (" Underpayment" ). If the Company exhausts its remedies under subsection (c) of this Section 5 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall Notify the Company of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. That Notice shall be given as soon as practicable, but no later than ten Business Days, after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid or appealed. The Executive shall not pay any amount required by such claim before the expiration of the 30-day period following the date on which he gives such Notice (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company Notifies the Executive before the expiration of such period that it desires to contest such claim, the Executive shall:

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(i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including accepting representation with respect to such claim by counsel or accountants (or both) selected by the Company and reasonably acceptable to the Executive, (iii) cooperate with the Company in good faith in order to effectively contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim;provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this subsection (c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim and may, at its sole option, direct the Executive either to pay the tax claimed and sue for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify the Executive, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Further, the Company' s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable under this Section 5, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the Executive' s receipt of an amount advanced by the Company under subsection (c) of this Section 5, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company' s

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complying with the requirements of subsection (c) of this Section 5) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the Executive' s receipt of an amount advanced by the Company under subsection (c) of this Section 5, a determination is made that the Executive is not entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund within 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. 6. Executive' s Legal Expenses . The Company shall pay the Executive an amount equal to the reasonable legal fees and other expenses incurred in good faith by him in obtaining or ...