WHEREAS, the CompuCredit Corporation 2008 Equity Incentive Plan (the “Plan”) has been adopted by CompuCredit;
WHEREAS, the Plan authorizes the Compensation Committee (“Committee”) to cause CompuCredit to enter into a written agreement
with the Grantee setting forth the form and the amount of any award and any conditions and restrictions of the award imposed by the Plan and this Agreement; and
WHEREAS, the Committee desires to make an award to the Grantee consisting of shares of Restricted Stock.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, including that provided under any non-compete or similar agreement, the receipt and sufficiency of which are hereby
acknowledged, CompuCredit and the Grantee hereby agree as follows:
1. General Definitions. Any capitalized terms herein shall have
the meaning set forth in the Plan, and, in addition, for purposes of this Restricted Stock Agreement, each of the following terms, when used herein, shall have the meaning set forth below:
(a) “Common Stock” shall mean the common stock of CompuCredit, no par value per share.
(c) “Disability” shall mean (i) a determination that the Grantee is disabled pursuant to the terms of any long-term
disability insurance policy which the Company has purchased and which covers Grantee; (ii) a reasonable determination by a reputable, independent, licensed medical doctor selected by the Company that, due to a mental or physical impairment or
disability, Grantee has been incapable or unable to fully perform the duties performed by him for the Company immediately prior to such disability for a
period of at least 180 days in the aggregate (although not necessarily consecutively) within any consecutive 365 day period; or (iii) the
entry of an order by a court of competent jurisdiction adjudicating Grantee incompetent to manage his person or property.
(e) “Tax Withholding” shall mean the amount that CompuCredit determines is required under applicable federal, state or local law to be withheld and paid over to governmental taxing authorities by reason of
the vesting of shares of Common Stock.
(f) “Vesting Date” shall mean the date that all conditions and
restrictions imposed upon the Restricted Shares granted in accordance with this Restricted Stock Agreement, including vesting pursuant to Section 3, are completely satisfied.
2. Grant of Shares. Upon the terms and subject to the conditions and limitations hereinafter set forth, the Grantee has been awarded the
Restricted Shares. Until the Vesting Date the Restricted Shares shall not be transferable except as provided in the Plan. Subject to Section 4, after the Vesting Date the Restricted Shares shall be reissued to the Grantee as unlegended shares
of Common Stock. Until the Vesting Date the Restricted Shares shall be held by CompuCredit on behalf of the Grantee. Any Restricted Shares that do not or cannot vest pursuant to Section 3 shall be forfeited to CompuCredit.
3. Vesting. Subject to the terms, conditions, and limitations set forth herein, the Vesting Date for the Restricted Shares shall occur on [the
third anniversary of the effective date of the grant set forth above (and on such date the Restricted Shares shall become 100% vested)], provided that the Grantee is a full-time employee of CompuCredit (or one of its Affiliates) on the applicable
date. [In addition, until the date set forth above, and provided that the Grantee is either on the Board of Directors of CompuCredit (or one of its Affiliates) or a full-time employee of CompuCredit (or one of its Affiliates) at the time of a
“Change in Control,” any Restricted Shares that theretofore have not vested shall immediately vest upon a “Change in Control.”]
Notwithstanding the foregoing, any Restricted Shares that theretofore have not vested shall immediately vest upon termination by CompuCredit (or its Affiliates) of Grantee’s employment other than for Cause or in the case of death or
Disability of Grantee. A transfer of Grantee from CompuCredit to a subsidiary or vice versa shall not constitute a termination for these purposes.
Upon vesting CompuCredit shall retain (or if it is not then holding the shares, receive) shares of Common Stock having a Fair Market Value, at the time of vesting, equal to the Tax Withholding, unless prior to the Vesting Date the Grantee
has made arrangements satisfactory to CompuCredit regarding the payment of the Tax Withholding.
4. Transfer Subject to Compliance with
Securities Laws. Notwithstanding the vesting of any Restricted Shares, Grantee shall not be entitled to transfer any Restricted Shares except in compliance with applicable securities law.
5. No Right to Continued Employment. The grant evidenced hereby does not confer upon the Grantee
the right to continued employment with CompuCredit or any Affiliate, nor shall it interfere with the right of CompuCredit or any Affiliate to terminate his or her employment at any time.
(a) The terms of this Restricted Stock Agreement shall be binding upon and shall inure to the benefit of any successors or assigns of CompuCredit and of the Grantee.
(b) The Grantee shall be entitled to vote and to receive dividends with respect to any Restricted Shares.
(c) This grant has been made pursuant to the Plan and shall be subject to, and governed by, the terms and provisions thereof. The Grantee
hereby agrees to be bound by all the terms and provisions of the Plan. In the event of any conflict between the terms of the Plan and this Restricted Stock Agreement, the provisions of the Plan shall govern.