8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 30, 2008

Dollar Financial Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-50866	23-2636866
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1436 Lancaster Avenue, Suite 300, Berwyn, Pennsylvania		19312
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 610-296-3400

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Consulting Agreement with Donald F. Gayhardt

As previously announced, effective May 31, 2008, Donald F. Gayhardt resigned his employment with Dollar Financial Corp. (the "Company") and its affiliated entities as President, Secretary and member of the Board of Directors of the Company (the "Board"). On June 1, 2008, Dollar Financial Group, Inc. ("DFG"), a wholly-owned subsidiary of the Company, entered into a Consulting Agreement (the "Consulting Agreement") with Mr. Gayhardt, pursuant to which Mr. Gayhardt will perform certain consulting services for DFG on an hourly or per diem basis. Mr. Gayhardt will receive a payment of $312.50 per hour, or $2,500.00 per day, for such consulting services. The Consulting Agreement may be terminated by either party upon prior written notice to the other party.

The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Extension of Stock Option Expiration Date

The Board and the Compensation Committee of the Board (the "Compensation Committee") approved and ratified the extension of the expiration date of certain stock options granted to Mr. Gayhardt pursuant to the Company’s 1999 Stock Incentive Plan and the 2005 Stock Incentive Plan (the "Option Awards"). Pursuant to the terms of the Option Awards, any stock options that were vested and exercisable as of the date of Mr. Gayhardt’s termination of employment with the Company would be exercisable for a period of ninety (90) days following such termination (the "Expiration Date"). The Board and the Compensation Committee approved the extension of the Expiration Date to November 30, 2008, subject to the execution of a le tter agreement between the Company and Mr. Gayhardt. On May 30, 2008, the Company and Mr. Gayhardt entered into a letter agreement (the "Letter Agreement") pursuant to which the Expiration Date of the Option Awards was extended to November 30, 2008.

The foregoing description of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description of Exhibit

10.1 Consulting Agreement between Donald F. Gayhardt and Dollar Financial Group, Inc., dated as of June 1, 2008.

10.2 Letter Agreement between Donald F. Gayhardt and Dollar Financial Corp., dated as of May 30, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Dollar Financial Corp.
June 5, 2008	By:	Randy Underwood
		Name: Randy Underwood
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Consulting Agreement between Donald F. Gayhardt and Dollar Financial Group, Inc., dated as of June 1, 2008.
10.2	Letter Agreement between Donald F. Gayhardt and Dollar Financial Corp., dated as of May 30, 2008.

EX-10.1

Exhibit 10.1

CONSULTING AGREEMENT

Agreement made as of June 1, 2008, by and between Dollar Financial Group, Inc. (the “Company”), a Pennsylvania corporation with a place of business at 1436 Lancaster Ave. Berwyn, Pennsylvania 19312, and Donald F. Gayhardt (the “Consultant”), doing business at Dollar Financial Group, Inc.

1. Consulting Services. The Consultant shall provide consulting services in the areas of:

Business development, mergers and acquisitions, government relations, investor relations and such other matters as requested by senior management of the Company.

Company will provide Consultant with information pertaining to the Company and its products as necessary or appropriate to enable Consultant to perform the Services. Consultant shall keep the Company fully informed as to the status of Consultant’s efforts under this Agreement.

2. Compensation. The Company shall pay to Consultant as follows with respect to Company’s required services:

Pricing and Payment: The services are charged on a time-and-materials basis at the rate of $312.50 per hour or $2,500.00 per day for such services, including travel.

In addition to the above amounts, Company shall pay all applicable sales, service, use and other taxes imposed in connection with this agreement. Company will reimburse Consultant for actual, reasonable and verifiable travel expenses.

3. Term and Termination. This agreement may be terminated by either party at any time upon written notice to the other. The termination of this Agreement shall be without prejudice to any remedy of the terminating party. The Company shall pay Consultant all compensation earned through the date of termination.

4. Payment Schedule. All Charges and expenses for the Services under this Schedule will be invoiced monthly, in arrears and properly submitted invoices will be paid within thirty (30) days of Consultants receipt.

5. Independent Contractor. It is understood and agreed that the Consultant’s relationship to the Company is that of an independent contractor and that neither this Agreement nor the performance of the Services provided for herein shall for any purpose whatsoever or in any way or manner create an employment, agency, partnership, or joint venture relationship between the parties.

6. Assignment. The Consultant may not assign this Agreement, and the Company may assign this Agreement only in connection with a merger or consolidation involving the Company or a sale of substantially all its assets to the surviving corporation or purchaser, as the case may be, so long as such assignee assumes the Company’s obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns.

7. Notices. All notices and other communications permitted or required hereunder shall be delivered or sent to the parties at the addresses set forth below, or to such other address as such party may designate in writing to the other. The addresses for such notices may be changed from time to time by written notice given in the manner provided herein. For purposes of this Agreement, e-mail shall be considered “writing” for purposes of notification and consent.

If to the Consultant:	Mr. Donald Gayhardt
	511 Lynmere Road
	Bryn Mawr, PA 19010
If to the Company:	Dollar Financial Group, Inc.
	Attn: Jeff Weiss
	1436 Lancaster Ave. Suite 310
	Berwyn, PA 19312

7. Entire Agreement; Amendment. This Agreement, constitutes the entire agreement between the parties as to the subject matter hereof. No provision of this Agreement shall be waived, altered or cancelled except in writing signed by the parties. Any such waiver shall be limited to the particular instance and the particular time when and for which it is given. Parties acknowledge and hereby incorporate the mutual non-disclosure agreement first dated June 1, 2008 between the parties covering company materials and trade secrets, among other items.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania.

IN WITNESS WHEREOF, the parties hereto have executed this instrument as of the date first hereinabove written.

By: /s/ Donald F. Gayhardt	Dollar Financial Group, Inc. By: /s/ Jeffrey Weiss
Donald F. Gayhardt Consultant	Jeff Weiss Chairman & CEO

Exhibit 10.2

Dollar Financial Corp.
1436 Lancaster Avenue
Berwyn, Pennsylvania 19312

May 30, 2008

Donald Gayhardt
President
Dollar Financial Corp.
1436 Lancaster Avenue
Berwyn, Pennsylvania 19312

Dear Don,

Pursuant to the Dollar Financial Corp. 1999 Stock Incentive Plan (the “1999 Plan”) and the Non-Qualified Stock Option Agreement dated January 6, 2004, you were granted an option to purchase 301,920 shares of Dollar Financial Corp.’s (the “Company”) common stock (post-IPO adjustment) of which 1,920 shares are fully vested and remain unexercised. In addition, under the Dollar Financial Corp. 2005 Stock Incentive Plan (the “2005 Plan”), you were granted an option to purchase 172,050 shares of the Company’s common stock at a price of $11.70 pursuant to the Stock Option Grant Notice dated July 28, 2005 (as amended by the letter agreement dated June 30, 2005) and an option to purchase 172,050 shares of the Company’s common stock at a price of $16.00 pursuant to the Stock Option Grant Notice dated July 28, 2005 (as amended by the letter agreement dated June 30, 2005) all of which are fully vested and remain unexercised. The three aforementioned unexercised option awards are collectively referred to herein as the “Options.”

Under the terms of your Option awards, with certain exceptions, your ability to exercise your Options expires 90 days after termination of your continuous status as an employee of the Company. In recognition of your service to the Company, and in connection with your impending resignation from the Company, the Compensation Committee of the Company’s Board of Directors has agreed to cause your Options to remain exercisable until November 30, 2008 (unless sooner cancelled in accordance with Section 9 of the 1999 Plan and Section 15 of the 2005 Plan, as applicable), subject to your countersigning this letter.

In order to effect the extension of the exercise period for your Options, please acknowledge your agreement by signing this letter in the space provided below and return it to me. By countersigning you acknowledge that all other terms relating to your Options remain unchanged and that you have reviewed with your own tax advisors the federal, state, local and foreign tax consequences of the Options, as amended, and you are relying solely on such advisors and not on any statements or representations of the Company or any of their agents or affiliates.

Once you return the signed letter, it will become an amendment to the terms of your Options, and therefore, you should make a copy of your signed letter and keep it in your files with your Option agreements.

Sincerely,

/s/ Jeffrey Weiss
Jeffrey Weiss
Chairman and Chief Executive Officer

Acknowledged and agreed on this 30
day of May, 2008:

/s/ Donald Gayhardt
Donald Gayhardt