<SEC-DOCUMENT>0001193125-15-010696.txt : 20150114
<SEC-HEADER>0001193125-15-010696.hdr.sgml : 20150114
<ACCEPTANCE-DATETIME>20150114164001
ACCESSION NUMBER:		0001193125-15-010696
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20150112
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20150114
DATE AS OF CHANGE:		20150114

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Regional Management Corp.
		CENTRAL INDEX KEY:			0001519401
		STANDARD INDUSTRIAL CLASSIFICATION:	PERSONAL CREDIT INSTITUTIONS [6141]
		IRS NUMBER:				570847115
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-35477
		FILM NUMBER:		15527564

	BUSINESS ADDRESS:	
		STREET 1:		509 WEST BUTLER ROAD
		CITY:			GREENVILLE
		STATE:			SC
		ZIP:			29607
		BUSINESS PHONE:		864-422-8011

	MAIL ADDRESS:	
		STREET 1:		509 WEST BUTLER ROAD
		CITY:			GREENVILLE
		STATE:			SC
		ZIP:			29607
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d852230d8k.htm
<DESCRIPTION>8-K
<TEXT>
<HTML><HEAD>
<TITLE>8-K</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant
to Section&nbsp;13 or 15(d) </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>of the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): January&nbsp;12, 2015 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>Regional Management Corp. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


<TR>
<TD WIDTH="34%"></TD>
<TD VALIGN="bottom"></TD>
<TD WIDTH="32%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>001-35477</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>57-0847115</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(IRS Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>509 West Butler Road </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Greenville, South Carolina 29607 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Address of principal executive offices) (zip code) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(864)&nbsp;422-8011 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Registrant&#146;s telephone number, including area code) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not Applicable </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former
name or former address, if changed since last report.) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below
if the Form&nbsp;8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(e) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On January&nbsp;12, 2015, Regional Management Corp. (the &#147;<U>Company</U>&#148;) entered into an Employment Agreement (the &#147;<U>Agreement</U>&#148;)
with Michael R. Dunn, the Company&#146;s Chief Executive Officer. Mr.&nbsp;Dunn, who is also a member of the Company&#146;s Board of Directors (the &#147;<U>Board</U>&#148;), was appointed as interim Chief Executive Officer of the Company on
October&nbsp;30, 2014 and as permanent Chief Executive Officer of the Company on November&nbsp;20, 2014. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Agreement is effective as of
January&nbsp;12, 2015 and terminates on December&nbsp;31, 2016. Pursuant to the Agreement, Mr.&nbsp;Dunn will be paid an annual base salary of $500,000, subject to upward adjustment from time to time by the Company&#146;s Board or the Compensation
Committee of the Board (the &#147;<U>Compensation Committee</U>&#148;). For each calendar year during the employment term, Mr.&nbsp;Dunn is also eligible to earn an annual bonus award (the &#147;<U>Annual Bonus</U>&#148;) under the Company&#146;s
Annual Incentive Plan based upon the achievement of performance targets established by the Compensation Committee, with a target Annual Bonus equal to no less than 100% of his base salary. The Agreement provides that Mr.&nbsp;Dunn will be eligible
for a prorated Annual Bonus during calendar year 2014, in addition to any other partial year. In addition, Mr.&nbsp;Dunn will be eligible to earn a cash bonus in the amount of up to $500,000, subject to his continued employment with the Company as
its Chief Executive Officer through December&nbsp;31, 2016 (the &#147;<U>Completion Bonus</U>&#148;). The Completion Bonus is payable solely at the discretion of the Compensation Committee based upon a review of Mr.&nbsp;Dunn&#146;s performance,
taking into account such factors as the Compensation Committee may establish or otherwise deem relevant, including but not limited to Mr.&nbsp;Dunn&#146;s contributions to the Company&#146;s financial performance and the accomplishment of the
Company&#146;s short-term and long-term strategic objectives. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Mr.&nbsp;Dunn will also receive equity compensation opportunities in the following forms:
an initial stock award (the &#147;<U>Stock Award</U>&#148;); a nonqualified stock option award (the &#147;<U>Option Award</U>&#148;); a performance-contingent restricted stock unit award (the &#147;<U>RSU Award</U>&#148;); and a cash-settled
performance share award (the &#147;<U>Performance Share Award</U>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Mr.&nbsp;Dunn will receive an award for such number of shares of Company common
stock as may be determined by dividing $1,500,000 by the closing price of the Company&#146;s common stock, calculated on or as close in time as practicable to the grant date. The Stock Award will be granted as soon as practicable following the
effective date of the Agreement. The Stock Award will vest on the grant date, but the net shares (as defined below) subject to the Stock Award will be subject to a holding period ending December&nbsp;31, 2016, regardless of whether Mr.&nbsp;Dunn
remains employed with the Company until such date. During the holding period, Mr.&nbsp;Dunn may not transfer the net shares subject to the Stock Award. The &#147;net shares&#148; shall mean the total number of shares of the Company&#146;s common
stock subject to the award less such number of shares as may be withheld to satisfy applicable withholding taxes as determined at minimum statutory withholding rates. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Subject to Mr.&nbsp;Dunn&#146;s continued employment from the effective date of the Employment Agreement until the grant date, the Company will grant
Mr.&nbsp;Dunn an Option Award at the time it makes its long-term incentive awards for 2015 to other members of senior management. The Option Award will represent the right to purchase such number of shares of the Company&#146;s common stock as may
be determined by dividing $500,000 by the fair value of each option share (calculated on or as close in time as practicable to the grant date in accordance with GAAP using the Black-Scholes option pricing model), at an exercise price per share equal
to the fair market value per share on the grant date. The Option Award will vest on December&nbsp;31, 2017, subject to Mr.&nbsp;Dunn&#146;s continued employment with the Company through the vesting date (or as otherwise provided in the applicable
award agreement). The Option Award will have a ten-year term. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Subject to Mr.&nbsp;Dunn&#146;s continued employment from the effective date of the
Employment Agreement until the grant date, the Company will grant Mr.&nbsp;Dunn an RSU Award at the time the Company makes its long-term incentive awards for 2015 to other members of senior management. The number of shares subject to the RSU Award
will be calculated by dividing $500,000 by the closing price of the Company&#146;s common stock on or as close in time as practicable to the grant date. The RSU Award will be eligible for vesting on December&nbsp;31, 2017, based on the achievement,
if at all, of performance criteria established by the Compensation Committee and Mr.&nbsp;Dunn&#146;s continued employment from the grant date until the vesting date or as otherwise provided in the applicable award agreement. </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Subject to Mr.&nbsp;Dunn&#146;s continued employment from the effective date of the Agreement until the grant
date, the Company will grant Mr.&nbsp;Dunn a Performance Share Award at the time the Company makes its annual long-term incentive awards for 2015 to other members of senior management. The Performance Share Award will be eligible for vesting on
December&nbsp;31, 2017, if and to the extent the performance criteria established by the Compensation Committee are met and subject to Mr.&nbsp;Dunn&#146;s continued employment from the grant date until the vesting date or as otherwise provided in
the applicable award agreement. The target cash settlement value of the Performance Share Award at vesting will be equal to $500,000. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Each of the Stock
Award, the Option Award, the RSU Award, and the Performance Share Award will be subject to the terms of the Company&#146;s 2011 Stock Incentive Plan, as it may be amended, or any successor plan (collectively, the &#147;<U>Stock Plan</U>&#148;), and
each applicable award agreement. For 2016, and subject to his continued employment from the effective date of the Agreement until the applicable grant date, Mr.&nbsp;Dunn is eligible to receive one or more long-term incentive awards valued in the
aggregate at $1,500,000, subject to the terms of the Stock Plan and applicable equity award agreements in forms acceptable to the Compensation Committee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company will also provide Mr.&nbsp;Dunn with benefits generally available to its other employees, including medical and retirement plans, in addition to
the use of a cell phone. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If Mr.&nbsp;Dunn&#146;s employment is terminated by the Company without &#147;cause&#148; or by Mr.&nbsp;Dunn as a result of
&#147;involuntary termination,&#148; Mr.&nbsp;Dunn will be entitled to receive: (1)&nbsp;accrued but unpaid salary through his termination date; (2)&nbsp;continued payment of his annual base salary for a period of 12 months following his termination
date (unless Mr.&nbsp;Dunn is eligible to receive the Completion Bonus and/or his employment terminates after December&nbsp;31, 2016); (3)&nbsp;the pro-rata portion of any annual bonus for the year in which termination occurs, to the extent earned,
plus, if his termination occurs after year end but before the annual bonus for the preceding year is paid, the annual bonus for the preceding year; (4)&nbsp;reimbursement of COBRA premiums for continuation coverage under the Company&#146;s group
medical plan for 12&nbsp;months following his termination date, so long as he is not entitled to obtain insurance from a subsequent employer; and (5)&nbsp;reimbursement of expenses incurred prior to termination. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If Mr.&nbsp;Dunn&#146;s employment terminates due to his death or &#147;disability&#148; (as defined by the Agreement), Mr.&nbsp;Dunn will be entitled to
receive: (1)&nbsp;accrued but unpaid salary prior to his death or disability; (2)&nbsp;reimbursement of expenses incurred prior to his death or disability; and (3)&nbsp;the pro-rata portion of any annual bonus for the year in which his death or
termination due to disability occurs, to the extent earned, plus, if his death or termination due to disability occurs after year end but before the annual bonus for the preceding year is paid, the annual bonus for the preceding year. In addition,
in the event Mr.&nbsp;Dunn&#146;s employment is terminated due to disability, he is entitled to continued payment of his annual base salary until 12&nbsp;months after his termination date, reduced by the amounts payable under any disability
insurance, plan or policy maintained by the Company. However, Mr.&nbsp;Dunn is not entitled to the severance payment in the preceding sentence if he is eligible to be paid the Completion Bonus and/or his employment terminates after December&nbsp;31,
2016. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If the Company terminates Mr.&nbsp;Dunn&#146;s employment with &#147;cause&#148; or if Mr.&nbsp;Dunn voluntarily terminates his employment, he is
entitled to accrued but unpaid salary and expense reimbursements through his termination date. In the case of voluntarily termination of employment, if termination occurs after year end but before the annual bonus for the preceding year is paid,
Mr.&nbsp;Dunn is also entitled to payment of the annual bonus for the preceding year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For purposes of the Agreement, &#147;cause&#148; includes:
(1)&nbsp;the willful or grossly negligent material failure to perform duties; (2)&nbsp;conviction or entering into a plea bargain or plea of <I>nolo contendere</I> of any felony or certain other crimes; (3)&nbsp;certain acts of fraud, embezzlement
or misappropriation; (4)&nbsp;certain failures to comply with any Company written policy or certain other actions that materially interfere with Mr.&nbsp;Dunn&#146;s ability to discharge his duties, responsibilities or obligations; (5)&nbsp;the
knowing misstatement of Company financial records; (6)&nbsp;the material breach by Mr.&nbsp;Dunn of any of the terms of the Agreement; (7)&nbsp;habitual drunkenness or substance abuse; (8)&nbsp;the failure to disclose material financial or other
information to the Board; or (9)&nbsp;engagement in conduct that results in Mr.&nbsp;Dunn&#146;s obligation to reimburse the Company for the amount of any bonus or other compensation under the Sarbanes-Oxley Act of 2002 or the Dodd-Frank Wall Street
Reform and Consumer Protection Act. </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For purposes of the Agreement, &#147;involuntary termination&#148; means termination of Mr.&nbsp;Dunn&#146;s
employment which is due to a material diminution of his responsibilities, position, authority or duties or a material adverse change in the terms or status of the Agreement or a material reduction in Mr.&nbsp;Dunn&#146;s compensation package, in
each case without Mr.&nbsp;Dunn&#146;s written consent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Mr.&nbsp;Dunn is also subject to a covenant not to disclose the Company&#146;s confidential
information during his employment term and at all times thereafter, a covenant not to compete during his employment and for a period of two years following his termination of employment, a covenant not to solicit competitive consumer finance loans
through &#147;loan sources&#148; (as defined in the Agreement) during his employment and for a period of two years following his termination of employment, a covenant not to solicit or hire Company employees during his employment and for a period of
two years following his termination of employment and a non-disparagement covenant effective during the employment term and at all times thereafter. Mr.&nbsp;Dunn&#146;s covenant not to compete is limited to an area within twenty-five miles of any
Company office. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The foregoing summary of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a
copy of which is attached as Exhibit&nbsp;10.1 to this Current Report on Form&nbsp;8-K and incorporated herein by reference. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;9.01. Financial
Statements and Exhibits. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Exhibits. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit<BR>No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:75.45pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Description of Exhibit</B></P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Employment Agreement, dated January 12, 2015, between Michael R. Dunn and Regional Management Corp.</TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="46%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="4%"></TD>
<TD VALIGN="bottom"></TD>
<TD WIDTH="2%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="45%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3">Regional Management Corp.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date: January&nbsp;14, 2015</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Donald E. Thomas</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Donald E. Thomas</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Executive Vice President and Chief Financial Officer</TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT INDEX </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit<BR>No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:75.45pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Description of Exhibit</B></P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Employment Agreement, dated January 12, 2015, between Michael R. Dunn and Regional Management Corp.</TD></TR>
</TABLE>
</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>d852230dex101.htm
<DESCRIPTION>EX-10.1
<TEXT>
<HTML><HEAD>
<TITLE>EX-10.1</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.1 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EMPLOYMENT AGREEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Employment Agreement (this &#147;<B><I>Agreement</I></B>&#148;), is entered into as of January&nbsp;12, 2015 (the &#147;<B><I>Effective
Date</I></B>&#148;), between Michael&nbsp;R.&nbsp;Dunn (&#147;<B><I>Employee</I></B>&#148;) and Regional Management Corp., a Delaware corporation (the &#147;<B><I>Corporation</I></B>&#148;). </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>RECITALS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A. The
Corporation believes that the future growth, profitability and success of the business of the Corporation will be significantly enhanced by the continued employment of Employee as Chief Executive Officer of the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">B. The Corporation desires to provide Employee with appropriate incentives and rewards related to the performance by Employee and to encourage
the continued employment of Employee in the service of the Corporation, and the Employee desires to continue such employment, on the terms and conditions of this Agreement, from and after the date of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">C. The Corporation and the Employee desire to enter into an employment agreement, as evidenced in this Agreement, to reflect the terms of the
Employee&#146;s employment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Now, therefore, the parties hereto hereby agree as follows: </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>I. DEFINITIONS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">1.1
<U>Definitions</U>. In addition to terms defined elsewhere in this Agreement, for purposes of this Agreement, the following terms will have the following respective meanings when used in this Agreement with initial capital letters: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) &#147;<B><I>Affiliate</I></B>&#148;: with respect to any Person, any other Person directly or indirectly controlling,
controlled by or under common control with such Person. For purposes of this definition, &#147;<B><I>control</I></B>,&#148; when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of any such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms &#147;<B><I>controlling</I></B>&#148; and &#147;<B><I>controlled&#148; </I></B>have the
respective meanings correlative to the foregoing. With respect to any natural Person, &#147;Affiliate&#148; will also include such Person&#146;s grandparents, any descendants of such Person&#146;s grandparents, the grandparents of such Person&#146;s
spouse and any descendants of the grandparents of such Person&#146;s spouse (in each case, whether by blood, adoption or marriage). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) &#147;<B><I>Agreement</I></B>&#148;: as defined in the introductory paragraph. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) &#147;<B><I>Annual Incentive Plan</I></B>&#148;: the Annual Incentive Plan of the Corporation or any successor plan
thereto. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) &#147;<B><I>Board</I></B>&#148;: the Board of Directors of the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) &#147;<B><I>Bonus</I></B>&#148;: as defined in Section&nbsp;2.4(b). &#147;<B><I>Annual Bonus</I></B>&#148; and
&#147;<B><I>Completion Bonus</I></B>&#148; shall have the meanings ascribed to such terms in Section&nbsp;2.4(b) herein. </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) &#147;<B><I>Business</I></B>&#148;: the business of providing installment,
automobile purchase and retail purchase loans and related payment protection insurance to consumers. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)
&#147;<B><I>Cause</I></B>&#148;: (i)&nbsp;the willful or grossly negligent material failure by Employee to perform his duties hereunder (other than arising due to Employee&#146;s Disability); (ii)&nbsp;the conviction of Employee, or the entering
into a plea bargain or plea of <I>nolo contendere </I>by Employee, of any felony, any other crime or criminal offense involving the unlawful theft or conversion of substantial monies or other property or any fraud or embezzlement offense;
(iii)&nbsp;personally or on behalf of another Person, willfully receiving a benefit relating to the Corporation or its Subsidiaries or its funds, properties, opportunities or other assets in violation of applicable law, or constituting fraud,
embezzlement or misappropriation; (iv)&nbsp;the willful or grossly negligent failure by Employee to comply substantially with any written policy of the Corporation or its Subsidiaries that materially interferes with his ability to discharge his
duties, responsibilities or obligations under this Agreement; (v)&nbsp;the knowing misstatement by Employee of the financial records of the Corporation or its Subsidiaries or complicit actions in respect thereof; (vi)&nbsp;the material breach by
Employee of any of the terms of this Agreement, (vii)&nbsp;Employee&#146;s habitual drunkenness or substance abuse that interferes with his ability to discharge his duties, responsibilities or obligations under this Agreement; (viii)&nbsp;the
failure to disclose material financial or other information to the Board, or (ix)&nbsp;the Employee&#146;s engagement in conduct that results in the Employee&#146;s obligation to reimburse the Corporation for the amount of any bonus, incentive-based
compensation, equity-based compensation, profits realized from the sale of the Corporation&#146;s securities or other compensation pursuant to application of the provisions of Section&nbsp;304 of the Sarbanes-Oxley Act of 2002 or Section&nbsp;954 of
the Dodd-Frank Wall Street Reform and Consumer Protection Act, but, in each case for clauses (i)&nbsp;through (ix)&nbsp;herein, only if (1)&nbsp;Employee has been provided with written notice of any assertion that there is a basis for termination
for Cause, which notice shall specify in reasonable detail specific facts regarding any such assertion, and in the case of non-willful behavior under clauses (i), (iii), (iv)&nbsp;or (vi), Employee has failed to cure within 30&nbsp;days of written
notice to Employee, (2)&nbsp;such written notice is provided to the Employee a reasonable time before the Board meets to consider any possible termination for Cause, (3)&nbsp;at or prior to the meeting of the Board to consider the matters described
in the written notice, an opportunity is provided to the Employee and his counsel to be heard before the Board with respect to the matters described in the written notice, (4)&nbsp;any resolution or other Board action held with respect to any
deliberation regarding or decision to terminate Employee for Cause is duly adopted by a vote of a majority of the entire Board of the Corporation at a meeting of the Board called and held and (5)&nbsp;Employee is promptly provided with a copy of the
resolution or other corporate action taken with respect to such termination. No act or failure to act by Employee shall be considered willful unless done or omitted to be done by him not in good faith and without reasonable belief that his action or
omission was in the best interests of the Corporation. Notwithstanding the provisions of this Section&nbsp;1.1(g), &#147;Cause&#148; will not be deemed to have occurred solely as a result of Employee&#146;s failure to follow any Corporation policy
or any Corporation instruction to Employee that would permit Employee to terminate this Agreement under Section&nbsp;2.7(d) because such policy or instruction constitutes an Involuntary Termination. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) &#147;<B><I>Commencement Date</I></B>&#148;: as defined in Section&nbsp;2.1. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) &#147;<B><I>Compensation Committee</I></B>&#148;: Compensation Committee of the Board. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) &#147;<B><I>Confidential Information</I></B>&#148;: as defined in Section&nbsp;3.2. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) &#147;<B><I>Corporation</I></B>&#148;: as defined in the introductory paragraph. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) &#147;<B><I>Corporation Employee</I></B>&#148;: as defined in
Section&nbsp;3.5. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) &#147;<B><I>Corporation IP</I></B>&#148;: as defined in Section&nbsp;3.1(a). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) &#147;<B><I>Disability</I></B>&#148;: a physical or mental incapacity as a result of which Employee becomes unable to
continue to perform fully his material duties hereunder for 90 consecutive calendar days or for shorter periods aggregating 90 or more days in any 12-month period or upon the determination by a physician selected by the Corporation (with the
Corporation responsible for any expenses related thereto) that Employee will be unable to return to work and perform his material duties on a full-time basis within 90 calendar days following the date of such determination on account of mental or
physical incapacity. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) &#147;<B><I>Effective Date</I></B>&#148;: as defined in the introductory paragraph. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) &#147;<B><I>Employee</I></B>&#148;: as defined in the introductory paragraph. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) &#147;<B><I>Employment Period</I></B>&#148;: as defined in Section&nbsp;2.1. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) &#147;<B><I>Estate</I></B>&#148;: as defined in Section&nbsp;2.7(e). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) &#147;<B><I>Involuntary Termination</I></B>&#148;: the termination of Employee&#146;s employment by Employee which is due
to (i)&nbsp;a material diminution of Employee&#146;s responsibilities, position (as Chief Executive Officer of the Corporation, its successor or ultimate parent entity), office, title, reporting relationships or working conditions, authority or
duties; or (ii)&nbsp;a material adverse change in the terms or status (including a reduction of the Employment Period) of this Agreement; or (iii)&nbsp;a material reduction in the Employee&#146;s compensation package, including Salary, Annual Bonus
opportunities or equity award opportunities (other than a reduction in Annual Bonus opportunities or equity award opportunities that applies to senior executive officers of the Corporation generally or that is due, in the discretion of the Board or
the Compensation Committee, to the failure to attain performance or other business objectives), in each case of clauses (i)&nbsp;through (iii)&nbsp;herein, without the written consent of the Employee. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) &#147;<B><I>Loan Source</I></B>&#148;: as defined in Section&nbsp;3.4(a). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) &#147;<B><I>Person</I></B>&#148;: an individual, a corporation, a partnership, a limited liability company, an association,
a trust, a joint stock corporation, a joint venture, an unincorporated organization or any federal, state, county, city, municipal or other local or foreign government or any subdivision, authority, commission, board, bureau, court, administrative
panel or other instrumentality thereof. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) &#147;<B><I>Salary</I></B>&#148;: as defined in Section&nbsp;2.4(a). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) <B>&#147;</B><B><I>Severance Period</I></B><B>&#148;</B>: as defined in Section&nbsp;2.7(a). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) &#147;<B><I>Subsidiary</I></B>&#148;: with respect to any Person, (i)&nbsp;any corporation of which a majority of the total
voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote generally in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person or a combination thereof or (ii)&nbsp;any limited liability company, partnership, association or other business entity, of which a majority of the partnership or other similar ownership interests thereof is at the
time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes of this definition, a Person or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
Persons will be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons will be allocated a
majority of limited liability company, partnership, association or other business entity gains or losses, or is or controls the managing member or general partner of such limited liability company, partnership, association or other business entity.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) &#147;<B><I>Target Bonus</I></B>&#148;: as defined in 2.4(b). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) &#147;<B><I>Termination Date</I></B>&#148;: as defined in Section&nbsp;2.1. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>II. TERMS OF EMPLOYMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">2.1 <U>Employment Period</U>. The Employee commenced employment effective October&nbsp;30, 2014 (the &#147;<B>Commencement Date</B>&#148;).
The Corporation shall continue to employ the Employee, and the Employee agrees to continue employment with the Corporation, upon the terms and conditions set forth in this Agreement. This Agreement shall be effective as of the Effective Date and
will terminate on December&nbsp;31, 2016, unless sooner terminated in accordance with Section&nbsp;2.7. The term of this Agreement as determined under the preceding sentence is referred to herein as the &#147;<B><I>Employment Period</I></B>.&#148;
The date on which the employment of the Executive terminates is referred to herein as the &#147;<B><I>Termination Date</I></B>.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">2.2
<U>Duties During Employment Period</U>. Employee will be an employee of, and serve as the Chief Executive Officer of, the Corporation and will report directly to the Board. In such capacity, Employee will perform such duties and exercise such powers
that are consistent with the position of Chief Executive Officer in accordance with the Bylaws of the Corporation and as are assigned to Employee by the Board. Employee agrees that to the best of his ability and experience he shall at all times
conscientiously perform all of his duties and obligations under the terms of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">2.3 <U>Activities During Employment
Period</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Employee will devote his full business time, energy, ability, attention and skill to his employment
hereunder and to the Business of the Corporation and, absent the prior written approval of the Board, which approval shall not be unreasonably withheld, Employee will not engage in any business activity, whether as an employee, investor, officer,
director, consultant, independent contractor or otherwise, that would interfere with his duties and responsibilities pursuant to Section&nbsp;2.2. Employee agrees to comply with all rules and policies established by the Corporation and its
Subsidiaries throughout the Employment Period. <B></B> </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Employee will act in accordance with laws, ordinances,
regulations, professional standards or rules of any governmental, regulatory or administrative body, agent or authority, any court or judicial authority, or any public, private or industry regulatory authority. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">2.4 <U>Compensation</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Salary</U>. For Employee&#146;s services under this Agreement, the Corporation will pay to Employee an annual base
salary (&#147;<B><I>Salary</I></B>&#148;) of $500,000 (prorated for 2014 and any other partial year based on a fraction, the numerator of which shall be the number of days employed in such year and the denominator of which shall be 365). The Board
or the Compensation Committee may review the amount of Salary from time to time and may adjust Salary upwards after any such review, with any such upward adjustments effective as of the dates determined by the Board or the Compensation Committee.
Employee&#146;s Salary will be payable to Employee periodically in accordance with the normal practices of the Corporation. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Bonuses</U>. For each calendar year during the Employment Period (that is,
2015 and 2016), the Employee shall be eligible for participation in the Annual Incentive Plan with a target bonus (the &#147;<B><I>Annual Bonus</I></B>,&#148; and, together with the Completion Bonus as defined below, each, a
&#147;<B><I>Bonus</I></B>,&#148; and collectively, the &#147;<B><I>Bonuses</I></B>&#148;) thereunder equal to no less than one hundred percent (100%)&nbsp;of Employee&#146;s Salary in effect at the beginning of the calendar year; and, provided
further, that the Employee shall be eligible for a pro rated Annual Bonus for 2014 or any other partial year based on a fraction, the numerator of which shall be the number of days employed in 2014 and the denominator of which shall be 365. The
Compensation Committee shall establish and communicate to Employee performance criteria for the Corporation and/or Employee and one or more objective formula(s) for determining the Annual Bonus, if any, earned by Employee under the Annual Incentive
Plan for each calendar year. Unless otherwise addressed in Section&nbsp;2.7, if Employee is employed by the Corporation in good standing on the last day of the applicable calendar year, Employee will be entitled to receive the Annual Bonus for such
year in an amount determined in accordance with such objective formula(s) set by the Compensation Committee based on the actual performance of the Corporation and/or Employee relative to the performance criteria established by the Compensation
Committee for that year. In addition, the Employee shall be eligible to earn a cash bonus (the &#147;<B><I>Completion Bonus</I></B>&#148;) in an amount of up to $500,000, subject to the Employee&#146;s continued employment with the Corporation as
its Chief Executive Officer from the Effective Date through December&nbsp;31, 2016. The Completion Bonus will be payable solely at the discretion of the Compensation Committee based upon a review of the Employee&#146;s performance, taking into
consideration those factors that the Compensation Committee may establish or otherwise deem relevant, including but not limited to the Employee&#146;s contributions to the Corporation&#146;s financial performance and the accomplishment of the
Corporation&#146;s short-term and long-term strategic objectives. Any Bonus due to Employee pursuant to this Section&nbsp;2.4(b) shall be paid in cash in a lump sum no later than March&nbsp;14 of the calendar year following the calendar year during
which the Employee&#146;s right to the Bonus vests (or otherwise in a manner compliant with, or exempt from, Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the &#147;<B><I>Code</I></B>&#148;)). Unless otherwise addressed under
Section&nbsp;2.7, Bonus entitlement vests and is fully payable if Employee is employed by the Corporation on the last day of the applicable calendar year, even if Employee is no longer employed at the time the Bonus is scheduled to be paid. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Equity Compensation</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) Initial Stock Award (&#147;<B><I>Stock Award</I></B>&#148;). On or as soon as practicable following the Effective Date, the
Corporation shall grant to the Employee a stock award for such number of shares of the Corporation&#146;s common stock as may be determined by dividing $1,500,000 by the closing price of the Corporation&#146;s common stock on or as close in time as
practicable to the grant date. The Stock Award shall vest on the grant date, but the Net Shares (as defined below) subject to the Stock Award shall be subject to a holding period ending December&nbsp;31, 2016, without regard to whether the Employee
remains employed until such date, and such Net Shares shall not be transferable prior to such date. The Stock Award shall be subject to such other terms and conditions as may be provided under the terms of the Corporation&#146;s 2011 Stock Incentive
Plan, as it may be amended, or any successor plan (collectively, the &#147;Stock Plan&#148;), and the applicable stock award agreement (&#147;Stock Award Agreement&#148;) in form acceptable to the Compensation Committee. Without limiting the effect
of the foregoing, notwithstanding any provision of the Stock Plan or the Stock Award Agreement to the contrary, the Stock Award </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
Agreement shall be deemed amended to comply with the holding period requirement provided herein such that no transfer of the Net Shares subject to the Stock Award shall be permissible prior to
December&nbsp;31, 2016. For the purposes herein, the &#147;<B><I>Net Shares</I></B>&#148; shall mean the total number of shares of the Company&#146;s common stock subject to the Stock Award less such number of shares of Common Stock subject to the
Stock Award that are withheld to satisfy applicable withholding taxes (said amount not to exceed the statutory minimum withholding liability) as determined in accordance with the terms of the Stock Plan and Stock Award Agreement. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Nonqualified Stock Option (&#147;<B><I>NQSO</I></B>&#148;) Award. Subject to the Employee&#146;s continued employment from
the Effective Date until the grant date, the Corporation shall grant to the Employee a nonqualified stock option grant at the time the Corporation makes its long-term incentive awards for 2015 to other members of senior management. The option shall
represent the right to purchase such number of shares of the Corporation&#146;s common stock as may be determined by dividing $500,000 by the fair value of each option (calculated on or as close in time as practicable to the grant date in accordance
with GAAP using the Black-Scholes option pricing model), at an exercise price per share equal to the fair market value per share on the grant date. The option shall vest on December&nbsp;31, 2017, subject to the Employee&#146;s continued employment
from the grant date until the vesting date or as otherwise provided in the applicable award agreement. The term of the option will be ten years from the date of grant, subject to earlier termination in the event the Employee&#146;s employment
terminates. The option shall be subject to the terms of the Stock Plan and applicable nonqualified stock option award agreement in form acceptable to the Compensation Committee. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) Performance-Contingent Restricted Stock Unit (&#147;<B><I>RSU</I></B>&#148;) Award. Subject to the Employee&#146;s
continued employment from the Effective Date until the grant date, the Corporation shall grant to the Employee an RSU award at the time the Corporation makes its long-term incentive awards for 2015 to other members of senior management. The number
of shares subject to the RSU award shall be calculated by dividing $500,000 by the closing price of the Corporation&#146;s common stock on or as close in time as practicable to the grant date. The RSU award will be eligible for vesting on
December&nbsp;31, 2017, based upon the achievement, if at all, of performance criteria established by the Compensation Committee and the Employee&#146;s continued employment from the grant date until the vesting date or as otherwise provided in the
applicable award agreement. The RSU award (including the distribution of any shares of the Corporation&#146;s common stock issuable pursuant thereto) shall be subject to the terms of the Stock Plan and applicable restricted stock unit agreement in
form acceptable to the Compensation Committee. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I></I></B>(iv) Cash-Settled Performance Share Award
(&#147;<B><I>Performance Share Award</I></B>&#148;). Subject to the Employee&#146;s continued employment from the Effective Date until the grant date, the Corporation shall grant to the Employee a Performance Share Award at the time the Corporation
makes its annual long-term incentive awards for 2015 to other members of senior management. The Performance Share Award shall be eligible for vesting on December&nbsp;31, 2017, if and to the extent the performance criteria established by the
Compensation Committee are met and subject to the Employee&#146;s continued employment from the grant date until the vesting date or as otherwise provided in the applicable award agreement. The target cash settlement value of the Performance Share
Award at vesting shall be equal to $500,000. The Performance Share Award shall be subject to the terms of the Stock Plan and applicable performance share award agreement in form acceptable to the Compensation Committee. <B><I> </I></B></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) For 2016, and subject to the Employee&#146;s continued employment from the
Effective Date until the applicable grant date, the Employee shall be eligible to receive one or more long-term incentive awards valued in the aggregate at $1,500,000. Such equity awards shall be subject to the terms of the Stock Plan and applicable
equity award agreements in form acceptable to the Compensation Committee and such other terms and conditions as may be established by the Compensation Committee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">2.5 <U>Benefits</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Benefit Plans</U>. Except as otherwise addressed in this Section&nbsp;2.5, during the Employment Period, Employee shall
be entitled to participate in all pension, medical, retirement and other benefit plans and programs generally available to the Corporation&#146;s other employees, provided that Employee meets all eligibility requirements under those plans and
programs. Employee shall be subject to the terms and conditions of the plans and programs, including, without limitation, the Corporation&#146;s right to amend or terminate the plans and programs at any time and without advance notice to the
participants. Notwithstanding the foregoing, Employee will not during the Employment Period be entitled to participate in any severance pay plan of the Corporation. The Employee&#146;s severance benefits are to be solely as set forth in
Section&nbsp;2.7. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Vacation; Leave</U>. Employee shall be entitled to paid vacation time of not less than 25
business days for each calendar year of the Employment Period (pro rated for 2014 or any other partial year, based on a fraction, the numerator of which shall be the number of days employed in 2014 and the denominator of which shall be 365).
Employee shall also be entitled to all paid holidays and to reasonable personal and sick leave in accordance with the policies of the Corporation applicable to its executive management. Unused vacation and personal and/or sick leave may not be
carried over by Employee from one calendar year to the next. Notwithstanding the foregoing, such vacation, holidays and personal and/or sick leave shall not accrue as a monetary liability of the Corporation. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Expenses; Reimbursements</U>. Subject to compliance with the Corporation&#146;s policies as from time to time in effect
regarding the incurrence, substantiation, verification and reimbursement of business expenses, the Corporation will pay or reimburse Employee for all reasonable expenses incurred in connection with the performance of Employee&#146;s duties hereunder
or for promoting, pursuing or otherwise furthering the Business of the Corporation, including Employee&#146;s reasonable expenses for travel, entertainment and similar items. Employee acknowledges and agrees that the provisions of
Section&nbsp;2.5(d) below provide the exclusive reimbursement terms for Employee&#146;s use of any personal vehicles in connection with the performance of his duties as an employee of the Corporation. All expenses eligible for reimbursements in
connection with the Employee&#146;s employment with the Corporation must be incurred by the&nbsp;Employee during the term of employment&nbsp;and must be in accordance with the Corporation&#146;s expense reimbursement policies.&nbsp;The amount of
reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year.&nbsp;Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall
any such reimbursement be paid after the last day of the Employee&#146;s taxable year following the taxable year in which the expense was incurred.&nbsp;No right to reimbursement is subject to liquidation or exchange for other benefits. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <U>Mileage Reimbursement; Use of Cell Phone</U>. The Corporation will, in accordance with the Corporation&#146;s general
personal vehicle use reimbursement policy reimburse Employee an amount equal to $0.15 (or such higher amount as may apply pursuant to the Corporation&#146;s mileage reimbursement policy as it may be in effect from time to time) for each mile he
drives a </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
personal car in connection with the performance of his duties as an employee of the Corporation. The Corporation will provide the Employee with a cell phone (including monthly service fees), the
reasonable costs of which shall be paid by the Corporation directly to the service provider. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">2.6 <U>Deductions and Withholdings</U>. All
amounts payable or that become payable under this Agreement will be subject to any deductions and withholdings previously authorized by Employee or required by law. The Employee will be responsible for any and all taxes resulting from the benefits
provided hereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">2.7 <U>Termination</U>. The Corporation shall provide the following benefits in the event of the termination of
employment of the Employee. For clarity, (i)&nbsp;in the event that the Employee is eligible to be paid the Completion Bonus as provided in Section&nbsp;2.4(b) herein, and/or (ii)&nbsp;in the event that the Employee&#146;s employment terminates for
any reason after December&nbsp;31, 2016, then the Employee shall not also be entitled to receive the severance benefit in the form of the Employee&#146;s Salary for the Severance Period under Sections 2.7(a)(ii), 2.7(d)(ii) or 2.7(f). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Termination by the Corporation without Cause</U>. The Corporation may terminate Employee&#146;s employment hereunder
without Cause at any time, upon 30 calendar days&#146; written notice to Employee. The Corporation may elect to pay to Employee his portion of Salary for the notice period in lieu of permitting Employee to continue working. If Employee is terminated
by the Corporation without Cause, the Corporation will pay to Employee (i)&nbsp;accrued but unpaid Salary through the Termination Date, (ii)&nbsp;Employee&#146;s Salary in effect on the Termination Date to be paid for a period of twelve
(12)&nbsp;months from and after the Termination Date (such 12-month period, the &#147;<B><I>Severance Period</I></B>&#148;), (iii)&nbsp;a pro-rata portion of the Annual Bonus for the year in which Employee&#146;s Termination Date occurs, to the
extent earned (such amount to be calculated by determining the amount of the Annual Bonus earned as of the end of the year in which the Termination Date occurs and pro-rating such amount by the portion of such year Employee was employed by the
Corporation), plus, if Employee&#146;s termination occurs after year end but before the Annual Bonus for the preceding year is paid, the Annual Bonus for the preceding year and (iv)&nbsp;COBRA premiums as described in Section&nbsp;2.7(g). Such
Salary and Annual Bonus will be paid as and at such times as Employee would have otherwise received his Salary and Annual Bonus had he remained an employee of the Corporation, subject to execution of an irrevocable release as provided in
Section&nbsp;4.16 and provided that such Salary shall be paid commencing with the first payroll date that occurs on or after 45 calendar days following the Termination Date. In addition, under the foregoing circumstances, the Corporation will pay to
Employee all unreimbursed expenses incurred by Employee prior to such termination for which Employee is entitled to reimbursement pursuant to and in accordance with Section&nbsp;2.5(c). The payments to be made in accordance with this
Section&nbsp;2.7(a) will constitute liquidated damages and Employee will not be entitled to any other compensation from the Corporation under this Agreement or otherwise except as provided in this Section&nbsp;2.7(a). This Agreement in all other
respects will terminate on the Termination Date, except as otherwise provided in this Agreement. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Termination by the
Corporation for Cause</U>. The Corporation will have the right to terminate Employee&#146;s employment hereunder for Cause upon written notice to Employee and Employee&#146;s failure to cure during any applicable cure period as set forth in this
Agreement. If Employee&#146;s employment is terminated for Cause, the Corporation will pay to Employee (i)&nbsp;accrued but unpaid Salary through the Termination Date (payable 45 calendar days after the Termination Date) and (ii)&nbsp;all
unreimbursed expenses incurred by Employee prior to the Termination Date for which Employee is entitled to reimbursement pursuant to and in accordance with Section&nbsp;2.5(c). Upon termination of Employee&#146;s employment pursuant to this
Section&nbsp;2.7(b), except for the payments required by this Section&nbsp;2.7(b) or as required by applicable law, the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
Corporation will have no additional obligations to Employee hereunder or otherwise, and except as otherwise provided in this Agreement, this Agreement will terminate as of the Termination Date.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Voluntary Termination by Employee</U>. If Employee voluntarily terminates his employment, the Corporation will pay
to Employee (i)&nbsp;accrued but unpaid Salary through the Termination Date, (ii)&nbsp;if Employee&#146;s termination occurs after year end but before the Annual Bonus for the preceding year is paid, the Annual Bonus for the preceding year (payable
in the case of (i)&nbsp;and (ii)&nbsp;45 calendar days after the Termination Date) and (iii)&nbsp;all expenses incurred by Employee prior to the Termination Date for which Employee is entitled to reimbursement pursuant to and in accordance with
Section&nbsp;2.5(c). Upon termination of Employee&#146;s employment pursuant to this Section&nbsp;2.7(c), except for the payments required by this Section&nbsp;2.7(c) or as required by applicable law, the Corporation will have no additional
obligations to Employee hereunder or otherwise, and, except as otherwise provided in this Agreement, this Agreement will terminate. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <U>Involuntary Termination by Employee</U>. If Employee&#146;s employment is terminated as a result of an Involuntary
Termination, the Corporation will pay to Employee (i)&nbsp;accrued but unpaid Salary through the Termination Date, (ii)&nbsp;Employee&#146;s Salary in effect on the Termination Date for the Severance Period, (iii)&nbsp;a pro-rata portion of the
Annual Bonus for the year in which Employee&#146;s Termination Date occurs, to the extent earned (such amount to be calculated by determining the amount of the Annual Bonus earned as of the end of the year in which the Termination Date occurs and
pro-rating such amount by the portion of such year Employee was employed by the Corporation), plus, if Employee&#146;s termination occurs after year-end but before the Annual Bonus for the preceding year is paid, the Annual Bonus for the preceding
year and (iv)&nbsp;COBRA premiums as described in Section&nbsp;2.7(g). Such Salary and Annual Bonus will be paid as and at such times as Employee would have otherwise received his Salary and Annual Bonus had he remained an employee of the
Corporation, subject to execution of an irrevocable release as provided in Section&nbsp;4.16 herein and provided that such Salary shall be paid commencing with the first payroll date that occurs on or after 45 calendar days following the Termination
Date. In addition, under the foregoing circumstances, the Corporation will pay to Employee all unreimbursed expenses incurred by Employee prior to such termination for which Employee is entitled to reimbursement pursuant to and in accordance with
Section&nbsp;2.5(c). The payments to be made in accordance with this Section&nbsp;2.7(d) will constitute liquidated damages and Employee will not be entitled to any other compensation from the Corporation under this Agreement or otherwise except as
provided in this Section&nbsp;2.7(d). This Agreement in all other respects will terminate on the Termination Date, except as otherwise provided in this Agreement. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) <U>Termination by Death of Employee</U>. If Employee dies during the Employment Period, the Corporation will pay to such
Person or Persons as Employee may designate in writing or, in the absence of such designation, to the estate of Employee (as the case may be, the &#147;<B><I>Estate</I></B>&#148;) the sum of (i)&nbsp;accrued but unpaid Salary earned prior to
Employee&#146;s death, (ii)&nbsp;expenses incurred by Employee prior to his death for which Employee is entitled to reimbursement pursuant to and in accordance with Section&nbsp;2.5(c), and (iii)&nbsp;a pro-rata portion of the Annual Bonus for the
year in which Employee&#146;s death occurs, to the extent earned (such amount to be calculated by determining the amount of the Annual Bonus earned as of the end of the year in which the death occurs and pro-rating such amount by the portion of such
year Employee was employed by the Corporation), plus, if Employee&#146;s death occurs after year-end but before the Annual Bonus for the preceding year is paid, the Annual Bonus for the preceding year. The payments described in clauses (i)&nbsp;and
(ii)&nbsp;in the preceding sentence will be made within 45 calendar days following the date of Employee&#146;s death. Any Annual Bonus will be paid as and at </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
such times as Employee would have otherwise received his Annual Bonus had he remained an employee of the Corporation. This Agreement in all other respects will terminate upon the death of
Employee and all rights of Employee and his heirs, legatees, descendants, testamentary executors and testamentary administrators regarding compensation and other benefits under this Agreement shall cease. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) <U>Termination for Disability</U>. The Corporation will have the right to terminate Employee&#146;s employment hereunder at
any time upon the Disability of Employee during the Employment Period. If Employee&#146;s employment is terminated because of Employee&#146;s Disability, the Corporation will pay to Employee an amount equal to Employee&#146;s Salary in effect on the
Termination Date for the Severance Period; <U>provided</U>, <U>however</U>, that such payment of Salary will be reduced by the amount of any disability benefits paid to Employee pursuant to any disability insurance, plan or policy then in effect by
the Corporation applicable to Employee. Such Salary will be paid to Employee as and at such times as Employee would have otherwise received his Salary had he remained an employee of the Corporation. In addition, the Corporation will pay to Employee
the sum of (i)&nbsp;accrued but unpaid Salary prior to the Employee&#146;s Disability, (ii)&nbsp;all expenses incurred by Employee prior to his termination due to Disability for which Employee is entitled to reimbursement pursuant to and in
accordance with Section&nbsp;2.5(c) and (iii)&nbsp;a pro-rata portion of the Annual Bonus for the year in which Employee&#146;s termination due to Disability occurs, to the extent earned (such amount to be calculated by determining the amount of the
Annual Bonus earned as of the end of the year in which the Employee&#146;s termination due to Disability occurs and pro-rating such amount by the portion of such year Employee was employed by the Corporation), plus, if Employee&#146;s termination
due to Disability occurs after year-end but before the Annual Bonus for the preceding year is paid, the Annual Bonus for the preceding year. The payments described in clauses (i)&nbsp;and (ii)&nbsp;in the preceding sentence will be made within 45
calendar days following the date of the Employee&#146;s termination due to Disability. Any Annual Bonus will be paid as and at such times as Employee would have otherwise received his Annual Bonus had he remained an employee of the Corporation. This
Agreement in all other respects will terminate upon the termination of the Employee&#146;s employment due to Disability, except as otherwise provided in this Agreement. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) <U>Payment of COBRA Premiums; No Effect on Vested and Accrued Benefits</U>. During the Severance Period, the Corporation
shall reimburse Employee&#146;s COBRA premiums for continuation coverage under the Corporation&#146;s group medical plan; <I>provided, however</I>, that if at any time during the Severance Period Employee becomes entitled to receive health insurance
from a subsequent employer or is no longer eligible to receive COBRA continuation coverage under the Corporation&#146;s group medical plan, the Corporation&#146;s obligation to continue to reimburse the Employee for his COBRA premium payments shall
terminate immediately. Such reimbursement shall be paid to the Employee on the 20<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day of the month immediately following the month in which the Employee timely remits the required COBRA premium
payment. Notwithstanding anything to the contrary herein and subject to the terms of any benefit plan or program of the Corporation, no termination of Employee&#146;s employment with the Corporation shall in any manner whatsoever result in any
termination, curtailment, reduction or cessation of any vested benefits or other entitlements to which Employee is entitled under the terms of any such benefit plan or program of the Corporation in respect of which Employee is a participant as of
the Termination Date. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>III. COVENANTS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.1 <U>Patents, Inventions and Other Intellectual Property</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) If at any time during the Employment Period or prior thereto at any time that Employee was an employee, agent, director or
officer of or consultant to the Corporation or its Subsidiaries, Employee, whether alone or with any other Person, makes, discovers, produces, conceives or first reduces to practice any invention, process, development, design or improvement that
relates to, affects, or, in the opinion of the Board, is capable of being used or adapted for use in or in connection with the Business or any product, process or intellectual property right of the Corporation or its Subsidiaries, (i)&nbsp;Employee
acknowledges and agrees that such invention, process, development, design or improvement (collectively, &#147;<B><I>Corporation IP</I></B>&#148;) will be the sole property of the Corporation or such Subsidiaries, as appropriate, and is hereby
irrevocably assigned by Employee to the Corporation or such Subsidiaries, as appropriate, and (ii)&nbsp;Employee will immediately disclose in confidence all Corporation IP to the Corporation in writing. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Employee will, if and when reasonably required to do so by the Corporation (whether during the Employment Period or
thereafter), at the Corporation&#146;s expense and, if after the expiration of the Employment Period, subject to Employee&#146;s availability and reimbursement by the Corporation of Employee&#146;s reasonable out-of-pocket expenses and payment to
Employee of a reasonable per diem to compensate Employee for time spent in connection therewith: (i)&nbsp;apply, or join with the Corporation or a Subsidiary thereof, as appropriate, in applying, for patents or other protection in any jurisdiction
in the world for any Corporation IP; (ii)&nbsp;execute or procure to be executed all instruments, and do or procure to be done all things, that are necessary or, in the opinion of the Corporation, advisable for vesting such patents or other
protection in the name of the Corporation or a Subsidiary thereof or any nominee thereof, or subsequently for renewing and maintaining the same in the name of the Corporation, a Subsidiary thereof or its nominees; and (iii)&nbsp;assist in defending
any proceedings relating to, or to any application for, such patents or other protection. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Employee irrevocably
appoints the Corporation as his attorney in his name (with full power of substitution and resubstitution) and on his behalf to execute all documents, and do all things, required in order to give full effect to the provisions of this
Section&nbsp;3.1. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.2 <U>Confidentiality</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Employee acknowledges that prior to and during the Employment Period, Employee has been given and will continue to have, in
connection with the conduct of the Business, access and exposure to trade secrets and confidential information in written, oral, electronic and other form regarding the Corporation and its Subsidiaries, and their respective Affiliates, businesses,
operations, equipment, products and employees (&#147;<B><I>Confidential Information</I></B>&#148;), including, but not limited to: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the identities of customers and key accounts and relationships and potential customers and key accounts and relationships,
including, without limitation, the identity of customers and key accounts and potential customers and key accounts cultivated or maintained by Employee while providing services at the Corporation or its Subsidiaries or that Employee cultivates or
maintains while providing services at the Corporation or its Subsidiaries using the Corporation&#146;s (or its Subsidiaries&#146;) products, name and infrastructure, and the identities of contact persons at those customers and key accounts and
potential customers and key accounts; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) the particular preferences, likes, dislikes and needs of those customers and
key accounts and relationships, and potential customers and key accounts and contact persons with respect to service types, financing terms, pricing, sales calls, timing, sales terms, rental terms, lease terms, service plans, and other marketing
terms and techniques; </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) the business methods, practices, strategies, forecasts, pricing and
marketing techniques; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) the identities of brokers, licensors, vendors and other suppliers and the identities of contact
persons at such brokers, licensors, vendors and other suppliers; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) the identities of key sales representatives and
personnel and other employees; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) advertising and sales materials, research, technology, intellectual property rights,
training materials and techniques, computer software and related materials; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) other facts and financial and other
business information concerning such Persons or relating to their business, operations, financial condition, results of operations and prospects; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(viii) all other information the Corporation or its Subsidiaries try to keep confidential and that has commercial value or is
of such a nature that its unauthorized disclosure would be detrimental to the Corporation&#146;s or any of its Subsidiaries&#146; interests. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Notwithstanding the foregoing, &#147;Confidential Information&#148; will not include information that is approved for
public release by the Corporation or its subsidiaries or information that Employee can demonstrate (i)&nbsp;is already in or has subsequently entered the public domain, other than as a result of any breach of this Agreement by Employee,
(ii)&nbsp;was in the possession of or known to Employee prior to Employee&#146;s employment with the Corporation and is not subject to confidentiality restrictions, (iii)&nbsp;was obtained from a third party not in violation of any agreement with,
or duty of confidentiality to, Corporation or (iv)&nbsp;was independently developed by the Employee without use of or reference to Corporation&#146;s Confidential Information. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) During the Employment Period and thereafter, Employee will not at any time, except as directed by the Corporation, use for
himself or others, directly or indirectly, any such Confidential Information, and, except as required by law or as directed by the Corporation, Employee will not disclose such Confidential Information, directly or indirectly, to any other Person or
use, lecture upon or publish any of the Confidential Information. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) All physical property and all notes, memoranda,
files, records, writings, documents and other materials of any and every nature, written or electronic, that Employee has prepared, developed or received, or will prepare, develop or receive in the course of his association with the Corporation or
its Subsidiaries and that relate to or are useful in any manner to the Business or any other business now or hereafter conducted by the Corporation or its Subsidiaries, are and will remain the sole and exclusive property of such Persons. Except as
may be required in the performance of Employee&#146;s duties under this Agreement, Employee will not remove from such Person&#146;s premises any such physical property, the original, &#147;soft copy&#148; or any reproduction of any such materials
nor the information contained therein, and all such physical property, materials and information in his possession or under his custody or control will, on the Termination Date, be immediately turned over to the Corporation or its Subsidiaries. </P>

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.3 <U>Covenant Not to Compete</U>. Employee agrees that during his employment with the
Corporation, and for a period of two (2)&nbsp;years immediately following the termination thereof, whether voluntary or involuntary, he shall not, directly, or indirectly on behalf of himself or any other person or entity, whether on a full-time,
part-time, advisory, consulting or contractor basis, (a)&nbsp;work for, or otherwise engage in any business activity, in a management capacity, or in any other capacity similar to his position with the Corporation, (b)&nbsp;operate, or (c)&nbsp;have
an ownership interest in, any entity which provides installment, automobile purchase and retail purchase loans to consumers, that are competitive with those provided by the Corporation or its Subsidiaries, within a twenty-five (25)-mile radius of
any office of the Corporation or its Subsidiaries. This covenant not to compete, however, shall not prevent Employee from owning, without more, up to one percent (1%)&nbsp;of the stock of any entity whose securities are listed on a national or
regional securities exchange or have been registered under Section&nbsp;12(b) or (g)&nbsp;of the Securities Exchange Act of 1934, as amended. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.4 <U>Covenant Not to Solicit Competitive Consumer Finance Loans Through Loan Sources</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Employee agrees that during his employment with the Corporation, and for a period of two (2)&nbsp;years immediately
following the termination thereof, whether voluntary or involuntary, he shall not, directly or indirectly, on behalf of himself or any other person or entity, solicit the provision of, or otherwise provide, installment, automobile purchase or retail
purchase loans to consumers, that are competitive with those provided by the Corporation or its Subsidiaries, through any Loan Source. &#147;<B><I>Loan Source</I></B>,&#148; as used in this Agreement, shall mean any automobile dealership, online
credit application network, retailer or other source of such loans for the Corporation, or its Subsidiaries, that Employee had contact with, or learned Confidential Information about, through his employment with the Corporation, at any time during
the last year of his employment with the Corporation. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Employee agrees that during his employment with the Corporation,
and for a period of two (2)&nbsp;years immediately following the termination thereof, whether voluntary or involuntary, he shall not, directly or indirectly, on behalf of himself or any other person or entity, solicit any Loan Source, including
dealers and retailers, with which the Corporation has developed business relationships, and through which the Corporation offers its products and services to customers to finance purchases of automobiles, furniture, appliances, electronics or other
retail purchases, for the purpose of providing products or services competitive with the Business. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.5 <U>Covenant Not to Hire or Solicit
Employees</U>. Employee agrees that during his employment with the Corporation, and for a period of two (2)&nbsp;years immediately following the termination thereof, whether voluntary or involuntary, he shall not, directly or indirectly, on behalf
of himself or any other person or entity, hire or solicit any Corporation Employee for the purpose of offering employment with any person or entity that provides installment, automobile purchase or retail purchase loans to consumers that are
competitive with those provided by the Corporation or its Subsidiaries. &#147;<B><I>Corporation Employee</I></B>,&#148; as used in this Agreement, shall mean any employee who is employed with the Corporation or any of its Subsidiaries at any time
during the last six (6)&nbsp;months of Employee&#146;s employment with the Corporation and with whom Employee had contact with at any time during the last year of Employee&#146;s employment with the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.6 <U>Reasonableness of Restrictions</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Employee has carefully read and considered the provisions of Sections 3.2, 3.3, 3.4 and 3.5 and, having done so, agrees
that the restrictions, set forth in these Sections, including, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
but not limited to, the time period of restriction and the geographical area restriction, are fair and reasonable and are reasonably required for the protection of the interests of the
Corporation and its officers, directors, shareholders and other employees. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) In the event that, notwithstanding the
foregoing, either Section&nbsp;3.2, or 3.3, or 3.4 or 3.5 shall be held to be invalid or unenforceable, the remaining paragraph(s) thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable paragraph(s)
had not been included therein. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) In the event that any provision of Sections 3.2, or 3.3, or 3.4 or 3.5 shall be held to
be invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable provision(s) had not been included therein. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) In the event that any provision of Sections 3.2 or 3.3 or 3.4 or 3.5 relating to the time period of restriction, the
geographic area restriction and/or related aspects is found by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, then it is the express desire and intent of both the Corporation and
Employee that such provision not be rendered invalid thereby, but rather that the duration, geographic area, scope, or nature of the restriction be deemed reduced or modified to the extent necessary to render such provision reasonable, valid and
enforceable. The time period restriction, geographic area restriction and/or related aspects deemed reasonable and enforceable by the court shall then become, and thereafter be, the maximum restriction in such regard, and the provision, as reformed,
shall remain valid and enforceable. The Corporation and Employee acknowledge that this Section&nbsp;3.6(d) is contractual in nature and expressly grant a court of competent jurisdiction the authority to effectuate this contractual provision. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.7 <U>Non-Disparagement</U>. During the term of the Employee&#146;s employment, and thereafter, the Employee shall not make any disparaging
remarks, or any remarks that could reasonably be construed as disparaging, regarding the Corporation, its Subsidiaries, or its or their officers, directors, employees, stockholders, representatives or agents. The Corporation shall cause the
following individuals to refrain from making any disparaging statements, orally or in writing, regarding Employee from and after the termination of the Employment Period: the Corporation&#146;s executive officers and the members of the Board. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.8 <U>Use of Name</U>. Employee will not have the rights to and may not use the name &#147;Regional Management Corp.&#148; or any other name
used by the Corporation or its Subsidiaries or any derivative or abbreviation thereof in any manner, including but not limited to in any activity prohibited under Sections&nbsp;3.3, 3.4 or 3.5, or in any manner that could reasonably be expected to
be adverse to the interests of the Corporation or its Subsidiaries. This covenant shall survive indefinitely without limitation to time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.9 <U>Breach of Restrictive Covenants</U>. Employee acknowledges that this Agreement is designed and intended only to protect the legitimate
business interests of the Corporation and that the restrictions imposed by this Agreement are necessary, fair and reasonably designed to protect those interests. Employee further acknowledges that the Corporation has given him access to certain
Confidential Information, and that the use of such Confidential Information by him on behalf of some other entity (including himself) would cause irreparable harm to the Corporation. Employee also acknowledges that the Corporation has invested
considerable time and resources in developing its relationships with its Loan Sources and customers and in training Corporation Employees, the loss of which similarly would cause irreparable harm to the Corporation. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Without limitation, Employee agrees that if he should breach or threaten to breach any of the
restrictive covenants contained in Sections 3.2, 3.3, 3.4, 3.5 and 3.7 of this Agreement, the Corporation may, in addition to seeking other available remedies, apply, consistent with Section&nbsp;4.6 below, for the immediate entry of an injunction
restraining any actual or threatened breaches or violations of said provisions or terms by Employee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If, for any reason, any of the
restrictive covenants or related provisions contained in Sections 3.2, 3.3, 3.4, 3.5 or 3.7 of this Agreement should be held invalid or otherwise unenforceable, it is agreed the court shall construe the pertinent Section(s) or provision(s) so as to
allow its enforcement to the maximum extent permitted by applicable law. Employee further agrees that any claimed Corporation breach of this Agreement shall not prevent, or otherwise be a defense against, the enforcement of any restrictive covenant
or other Employee obligation herein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.10 <U>Employee Representations</U>. Employee represents that the restrictions on his business
provided in this Agreement are fair and protect the legitimate business interests of the Corporation. Employee represents further that the consideration for this Agreement is fair and adequate, and that even if the restrictions in this Agreement are
applied to him, he shall still be able to earn a good and reasonable living from those activities, areas and opportunities not restricted by this Agreement. Employee represents further he has had an opportunity to consult with independent counsel
concerning this Agreement and is not relying on the Corporation or its counsel for any related legal, tax or other advice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.11 <U>No
Prior Obligations</U>. Employee represents he is not subject to any contractual or other obligation that precludes him from entering into this Agreement or would in any way restrict his work activities as required under this Agreement. Employee
represents further he does not possess any prior employer or other third-party proprietary information and shall not use or disclose any such information in his work for the Corporation. In the event that said representations should be untrue to any
material extent and a related third-party action should be initiated against the Corporation, Employee agrees to indemnify the Corporation for any resulting liability and incurred costs, including attorneys&#146; fees, in full. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.12 <U>Survival</U>. The provisions contained in this Article&nbsp;III and in Section&nbsp;4.6 will survive termination of this Agreement
regardless of whether such termination is initiated by the Corporation or the Employee. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>IV. MISCELLANEOUS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.1 <U>Notices</U>. All notices and other communications required or permitted hereunder will be in writing and, unless otherwise provided in
this Agreement, will be deemed to have been duly given when delivered in person or by a nationally recognized overnight courier service or when dispatched if during normal business hours by electronic facsimile transfer (confirmed in writing by mail
simultaneously dispatched) to the appropriate party at the address specified below: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(a)</TD>
<TD ALIGN="left" VALIGN="top">If to the Corporation, to: </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Regional Management Corp. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">509 West Butler Road </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Greenville, SC 29607 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">P.O. Box
776 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Mauldin, SC 29662 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Facsimile No.: (864)&nbsp;422-8035 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Attention: Brian J. Fisher, Vice President and General Counsel </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">With a copy to: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Womble Carlyle Sandridge&nbsp;&amp; Rice, LLP </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">550 South Main Street, Suite&nbsp;400 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Greenville, SC 29601 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Facsimile
No.: (864)&nbsp;255-5870 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Attention: Betty Temple </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(b)</TD>
<TD ALIGN="left" VALIGN="top">If to Employee, to: </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Regional Management Corp. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">509 West Butler Road </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Greenville, SC 29607 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">P.O. Box
776 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Mauldin, SC 29662 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Facsimile No.: (864)&nbsp;422-8035 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Attention: Michael R. Dunn </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">or to such other
address or addresses as any such party may from time to time designate as to itself by like notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.2 <U>Amendments and Waivers</U>.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and
is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) No failure or delay by any party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor
will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided will be cumulative and not exclusive of any rights or remedies
provided by law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.3 <U>Expenses</U>. Unless expressly set forth to the contrary elsewhere in this Agreement, the parties will pay all of
their respective expenses incurred in connection with any legal proceeding concerning a dispute arising out of this Agreement. Notwithstanding the foregoing, the Corporation shall pay the reasonable fees and expenses of Employee&#146;s attorney not
to exceed $7,500 in connection with the negotiation of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.4 <U>Successors and Assigns</U>. The provisions, obligations and
rights of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and administrators; <U>provided</U> that Employee may not assign, delegate or otherwise transfer any of his
rights or obligations under this Agreement without the prior written consent of the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.5 <U>No Third Party Beneficiaries</U>.
Except as otherwise expressly provided for herein, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied will give or be construed to give to any Person, other than the
parties hereto and such permitted assigns, any legal or equitable rights hereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.6 <U>Choice of Law; Forum Selection; Jury Trial Waiver</U>. This Agreement, including its
interpretation, performance, breach or any related employment or statutory claim, shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving any force or effect to the provisions of any conflict of law
rule thereof. The parties knowingly and voluntarily agree that any controversy or dispute arising out of or otherwise related to this Agreement, including any employment or statutory claim, shall be tried exclusively, <U>without jury</U>, and
consent to personal jurisdiction, in the state courts of Greenville, South Carolina or the United States District Court for the District of South Carolina, Greenville division, as appropriate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.7 <U>No Limitation of Rights</U>. Nothing in this Agreement shall limit or prejudice any rights of the Corporation under any other laws.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.8 <U>Counterparts</U>. This Agreement may be signed in any number of counterparts, including via facsimile transmission, each of which
will be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.9 <U>Headings</U>. The
headings in this Agreement are for convenience of reference only and will not control or affect the meaning or construction of any provisions hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.10 <U>Severability</U>. If any provision of this Agreement or the application of any such provision to any Person or circumstance is held
invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision hereof. If any provision of this Agreement is finally judicially determined to
be invalid, ineffective or unenforceable, the determination will apply only in the jurisdiction in which such final adjudication is made, and such provision will be deemed severed from this Agreement for purposes of such jurisdiction only, but every
other provision of this Agreement will remain in full force and effect, and there will be substituted for any such provision held invalid, ineffective or unenforceable, a provision of similar import reflecting the original intent of the parties to
the extent permitted under applicable law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.11 <U>Certain Interpretive Matters</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Unless the context otherwise requires, (i)&nbsp;all references to sections are to sections of this Agreement,
(ii)&nbsp;each term defined in this Agreement has the meaning assigned to it, (iii)&nbsp;words in the singular include the plural and vice versa, and (iv)&nbsp;the terms &#147;herein,&#148; &#147;hereof,&#148; &#147;hereby,&#148;
&#147;hereunder&#148; and words of similar import shall mean references to this Agreement as a whole and not to any individual section or portion hereof. All references to $ or dollar amounts will be to lawful currency of the United States. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) No provision of this Agreement will be interpreted in favor of, or against, any of the parties hereto by reason of the
extent to which any such party or his or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof or thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.12 <U>Entire Agreement</U>. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both oral and written, including but not limited to any term sheet or other similar summary of proposed terms, between the parties with respect to the subject matter of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.13 <U>Full Understanding</U>. Employee represents and agrees that Employee fully understands Employee&#146;s right to discuss all aspects of
this Agreement with Employee&#146;s private attorney, and that to the extent, if any, that Employee desired, Employee utilized this right, Employee further </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
represents and agrees that: (i)&nbsp;Employee has carefully read and fully understands all of the provisions of this Agreement; (ii)&nbsp;Employee is competent to execute this Agreement;
(iii)&nbsp;Employee&#146;s agreement to execute this Agreement has not been obtained by any duress and Employee freely and voluntarily enters into it; (iv)&nbsp;Employee is not subject to any covenants, agreements or restrictions arising out of
Employee&#146;s prior employment (other than with the Corporation) that would be breached or violated by Employee&#146;s execution of this Agreement or performance of duties hereunder; and (v)&nbsp;Employee has read this document in its entirety and
fully understands the meaning, intent and consequences of this document. Employee agrees and acknowledges that the obligations owed to Employee under this Agreement are solely the obligations of the Corporation and that none of the
Corporation&#146;s stockholders, directors or lenders will have any obligation or liabilities in respect of this Agreement and the subject matter hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.14 <U>Code Section&nbsp;409A</U>. Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that Code
Section&nbsp;409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Corporation that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section&nbsp;409A, and this Agreement
shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section&nbsp;409A in a manner that would cause Code Section&nbsp;409A to apply
shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section&nbsp;409A. In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities
market or otherwise and&nbsp;the Employee is determined to be a &#147;specified employee&#148; (as defined under Code Section&nbsp;409A), any payment of deferred compensation subject to Code Section&nbsp;409A to be made to the&nbsp;Employee upon a
separation from service may not be made before the date that is six months after the Employee&#146;s separation from service (or death, if earlier).&nbsp;To the extent that the&nbsp;Employee becomes subject to the six-month delay rule, all payments
of deferred compensation subject to Code Section&nbsp;409A that would have been made to the&nbsp;Employee during the six months following his separation from service, if any, will be accumulated and paid to the&nbsp;Employee during the seventh month
following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. For the purposes herein, the phrase &#147;termination of employment&#148; or similar phrases will be
interpreted in accordance with the term &#147;separation from service&#148; as defined under Code Section&nbsp;409A if and to the extent required under Code Section&nbsp;409A. Whenever payments under the Agreement are to be made in installments,
each such installment shall be deemed to be a separate payment for purposes of Code Section&nbsp;409A. Further, (i)&nbsp;in the event that Code Section&nbsp;409A requires that any special terms, provisions or conditions be included in this
Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement, and (ii)&nbsp;terms used in this Agreement shall be construed in accordance with Code Section&nbsp;409A if and to
the extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code Section&nbsp;409A, then neither the Corporation, the Board, the Compensation Committee nor its or their designees or
agents shall be liable to Employee or other person for actions, decisions or determinations made in good faith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.15 <U>Compliance with
Recoupment, Ownership and Other Policies or Agreements</U>. As a condition to entering into this Agreement, the Employee agrees that he shall abide by all provisions of any equity retention policy, compensation recovery policy, stock ownership
guidelines and/or other similar policies maintained by the Corporation, each as in effect from time to time and to the extent applicable to the Employee from time to time. In addition, the Employee shall be subject to such compensation recovery,
recoupment, forfeiture or other similar provisions as may apply at any time to the Employee under applicable law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.16 <U>Waiver and
Release</U>. The Employee acknowledges and agrees that the Corporation may at any time require, as a condition to receipt of benefits payable under this Agreement, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
including but not limited to the payment of termination benefits pursuant to Sections 2.4(b), 2.7(a), 2.7(d), 2.7(e), 2.7(f) and 2.7(g) herein, that the Employee (or a representative of his
Estate) execute a waiver and release discharging the Corporation and its Subsidiaries, and their respective Affiliates, and its and their officers, directors, managers, employees, agents and representatives and the heirs, predecessors, successors
and assigns of all of the foregoing, from any and all claims, actions, causes of action or other liability, whether known or unknown, contingent or fixed, arising out of or in any way related to the Employee&#146;s employment, or the ending of the
Employee&#146;s employment with the Corporation or the benefits thereunder, including, without limitation, any claims under this Agreement or other related instruments. The waiver and release shall be in a form determined by the Corporation and
shall be executed prior to the expiration of the time period provided for payment of such benefits (including those provided under Section&nbsp;2.4(b) and/or Section&nbsp;2.7 herein). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.17 <U>Tax Matters</U>. The Corporation has made no warranties or representations to the Employee with respect to the tax consequences
(including but not limited to income tax consequences) contemplated by this Agreement and/or any benefits to be provided pursuant thereto. The Employee acknowledges that there may be adverse tax consequences related to the transactions contemplated
hereby and that the Employee should consult with his own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Employee also acknowledges that the Corporation has no
responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Employee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>[Remainder of Page
Intentionally Left Blank] </B></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">19 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
day and year first above written. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="12%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="87%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>REGIONAL MANAGEMENT CORP.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Carlos Palomares</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Carlos Palomares</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Chairman of the Compensation Committee of the Board of Directors</TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="100%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>EMPLOYEE</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Michael R. Dunn</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Michael R. Dunn</TD></TR>
</TABLE></DIV>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">20 </P>

</BODY></HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
