Exhibit 10.12
Enova International, Inc.
Executive Change-in-Control Severance and
Restrictive Covenant Agreement
(Chief Executive Officer)
THIS EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is made and entered into by and between Enova International, Inc. (the “Company”), a Delaware corporation, and _____________ (“Executive”), and is effective as of __________ __, _____ (hereinafter referred to as the “Effective Date”).
WHEREAS, the Executive is currently employed by the Company or one of its subsidiaries or affiliates and serves in the capacity as the Company’s Chief Executive Officer; and
WHEREAS, the Executive possesses considerable experience and knowledge (i) of the business and affairs of the Company concerning its policies, methods, personnel, operations, information technology, compliance, legal, human resources and/or marketing, and (ii) in executive management and oversight of another highly-regulated and complex international business; and
WHEREAS, the Company is desirous of assuring insofar as possible, that it will have, and continue to have, the benefit of the Executive’s services; and the Executive is desirous of having such assurances; and
WHEREAS, the Company recognizes that circumstances may arise in which a Change in Control of the Company occurs, through acquisition or otherwise, thereby causing uncertainty of employment without regard to the Executive’s competence or past contributions. Such uncertainty may result in the loss of the valuable services of the Executive to the detriment of the Company and the stockholders of the Company; and
WHEREAS, both the Company and the Executive are desirous that any proposal for a Change in Control or acquisition will be considered by the Executive objectively and with reference only to the business interests of the Company and the stockholders of the Company; and
WHEREAS, the Executive will be in a better position to consider the Company’s best interests if the Executive is afforded reasonable security, as provided in this Agreement, against altered conditions of employment which could result from any such Change in Control.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the parties hereto, intending to be legally bound, agree as follows:
Article 1. Definitions.
Wherever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:
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Article 2. Severance Benefits.
The Executive shall not be entitled to receive Severance Benefits if he/she is terminated for Cause, or if his/her employment with the Company ends due to death, Disability, or due to a voluntary termination of employment for reasons other than as specified in Section 2.2(b) herein.
For purposes of this Agreement, a Qualifying Termination shall not include a termination of employment by reason of death or Disability, the Executive’s voluntary termination for reasons other than as specified in Section 2.2(b) herein, or the Company’s termination of Executive for Cause.
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Article 3. Form and Timing of Severance Benefits.
Article 4. The Company’s Payment Obligation.
The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Section 2.3(h) herein.
Article 5. Term of Agreement.
This Agreement will commence on the Effective Date and shall continue in effect for two (2) full years. However, at the end of such two (2) year period and at the end of each additional year thereafter, the term of this Agreement shall be extended automatically for one (1) additional year, unless either party delivers written notice six (6) months prior to the end of such term, or extended term, stating that the Agreement will not be
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extended. In such case, the Agreement will terminate at the end of the term, or extended term, then in progress.
However, in the event of a Change in Control of the Company, the term of this Agreement shall automatically be extended for two (2) years from the date of the Change in Control.
Article 6. Executive’s Restrictive Covenants.
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Article 7. Legal Remedies.
Article 8. Successors.
Unless this Agreement is assumed by operation of law, the Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) of all or a significant portion of the assets of the Company (including without limitation any acquirer in a Change in Control event described in subsection (e) of Article 1 hereof) by agreement, in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed, this Agreement shall be binding upon any successor in accordance with the operation of law and such successor shall be deemed the “Company” for purposes of this Agreement. Notwithstanding the foregoing, neither a change in control of a successor not deemed to be the “Company” under Section 1(h) hereto, nor the spin-off of all or any portion of the common stock of Enova International, Inc. or its successors or affiliates, shall be considered a “Change in Control.”
Article 9. Miscellaneous.
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9.12 Attorney Review. Executive acknowledges and understands that the Company has encouraged and does encourage Executive to discuss this Agreement with an attorney before Executive signs it and that Executive has done so to the extent Executive has deemed it appropriate.
9.13 Notice Period. Executive shall have fourteen (14) days from receipt of this Agreement to review it. Executive understands and acknowledges that if Executive chooses to sign this Agreement before the fourteen (14) day period has elapsed, Executive has done so voluntarily without duress or coercion of any kind.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
ENOVA INTERNATIONAL, INC.
By: _____________________________
[Chair’s Name]
Chairman of the Enova International, Inc.
Management Development & Compensation
Committee
EXECUTIVE:
______________________________
[Executive’s Name]
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