<SEC-DOCUMENT>0001193125-17-275682.txt : 20170901
<SEC-HEADER>0001193125-17-275682.hdr.sgml : 20170901
<ACCEPTANCE-DATETIME>20170901164104
ACCESSION NUMBER:		0001193125-17-275682
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20170830
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:		20170901
DATE AS OF CHANGE:		20170901

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:		171066724

	BUSINESS ADDRESS:	
		STREET 1:		979 BATESVILLE ROAD
		STREET 2:		SUITE B
		CITY:			GREER
		STATE:			SC
		ZIP:			29651
		BUSINESS PHONE:		864-448-7000

	MAIL ADDRESS:	
		STREET 1:		979 BATESVILLE ROAD
		STREET 2:		SUITE B
		CITY:			GREER
		STATE:			SC
		ZIP:			29651
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d453783d8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML><HEAD>
<TITLE>Form 8-K</TITLE>
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 <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 <FONT
STYLE="white-space:nowrap">8-K</FONT> </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): August&nbsp;30, 2017 </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>
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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">001-35477</FONT></B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">57-0847115</FONT></B></TD></TR>
<TR STYLE="page-break-inside:avoid ; 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>979 Batesville Road, Suite B </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Greer, South Carolina 29651 </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) <FONT STYLE="white-space:nowrap">448-7000</FONT> </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 <FONT STYLE="white-space:nowrap">8-K</FONT> 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>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</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 style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule <FONT STYLE="white-space:nowrap">14a-12</FONT> under the Exchange Act (17 CFR <FONT STYLE="white-space:nowrap">240.14a-12)</FONT> </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 style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT STYLE="white-space:nowrap">14d-2(b)</FONT> under the Exchange Act (17 CFR
<FONT STYLE="white-space:nowrap">240.14d-2(b))</FONT> </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 style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT STYLE="white-space:nowrap">13e-4(c)</FONT> under the Exchange Act (17 CFR
<FONT STYLE="white-space:nowrap">240.13e-4(c))</FONT> </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (&#167;230.405 of this chapter) or Rule <FONT STYLE="white-space:nowrap">12b-2</FONT> of the Securities Exchange Act of 1934 <FONT STYLE="white-space:nowrap">(&#167;240.12b-2</FONT> of this chapter).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Emerging growth company&nbsp;&nbsp;&#9746; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section&nbsp;13(a) of the Exchange Act.&nbsp;&nbsp;&#9746; </P> <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>

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 <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; text-indent:4%; font-size:10pt; font-family:Times New Roman">On August&nbsp;30, 2017, following approval by the Compensation Committee (the &#147;<U>Committee</U>&#148;) of the Board of Directors (the
&#147;<U>Board</U>&#148;) of Regional Management Corp. (the &#147;<U>Company</U>&#148;), the Company entered into employment agreements (each, an &#147;<U>Agreement</U>,&#148; and collectively, the &#147;<U>Agreements</U>&#148;) with each of Donald
E. Thomas, the Company&#146;s Executive Vice President and Chief Financial Officer; Daniel J. Taggart, the Company&#146;s Senior Vice President and Chief Risk Officer; and Brian J. Fisher, the Company&#146;s Vice President, General Counsel, and
Secretary (each such individual, an &#147;<U>Executive</U>,&#148; and collectively, the &#147;<U>Executives</U>&#148;). The Agreements replace the Executives&#146; existing offer letters with the Company. Each Agreement became effective as of
August&nbsp;30, 2017 (the &#147;<U>Effective Date</U>&#148;), and has a term of three years from the Effective Date (the &#147;<U>Employment Term</U>&#148;). In addition, the Company entered into a First Amendment to Employment Agreement, dated as
of August&nbsp;30, 2017, with Peter R. Knitzer (the &#147;<U>Knitzer Amendment</U>&#148;), and a First Amendment to Employment Agreement, dated as of August&nbsp;30, 2017, with John D. Schachtel (the &#147;<U>Schachtel Amendment</U>&#148; and,
together with the Knitzer Amendment, the &#147;<U>Amendments</U>&#148;). The Amendments are effective as of August&nbsp;30, 2017. The following summary of the Agreements and the Amendments is not complete and is qualified in its entirety by
reference to the full text of such agreements and amendments, copies of which are attached as Exhibit 10.1 through Exhibit 10.5 to this Current Report on Form <FONT STYLE="white-space:nowrap">8-K</FONT> and incorporated herein by reference. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Employment Agreements </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Mr.&nbsp;Thomas&#146; Agreement provides for, among other things, (1)&nbsp;a base salary of $342,000 per year; (2)&nbsp;the opportunity to earn
an annual bonus award under the Company&#146;s Annual Incentive Plan based upon the achievement of performance targets established by the Committee (a &#147;<U>Cash Incentive Opportunity</U>&#148;), with a target bonus opportunity equal to no less
than 100% of his base salary; and (3)&nbsp;the opportunity to earn long-term incentive, equity, and/or equity-based awards (an &#147;<U>Equity Incentive Opportunity</U>&#148;) under the Company&#146;s 2015 Long-Term Incentive Plan, or any successor
plan (the &#147;<U>Stock Plan</U>&#148;), in the sole discretion of the Board or the Committee. Commencing in 2018, and for the remainder of the Employment Term, Mr.&nbsp;Thomas will be eligible to receive an annual base salary, Cash Incentive
Opportunity, and Equity Incentive Opportunity totaling in the aggregate at least $1,197,000 (subject, in each case, to the achievement of any performance or service criteria established by the Committee in its discretion, as described below). In
addition, in order to provide Mr.&nbsp;Thomas with post-termination exercise benefits with respect to certain nonqualified stock options awarded to him under the Company&#146;s 2011 Stock Incentive Plan that are similar to the post-termination
exercise benefits granted to the Company&#146;s other executives in the event of certain qualifying terminations, Mr.&nbsp;Thomas&#146; Agreement provides that certain of Mr.&nbsp;Thomas&#146; stock option award agreements shall be amended in order
to extend the expiration of the post-termination exercise period for any vested and exercisable options to the earlier of (i)&nbsp;the fifth anniversary of Mr.&nbsp;Thomas&#146; termination date, and (ii)&nbsp;the tenth anniversary of the applicable
award grant date, in the event that Mr.&nbsp;Thomas&#146; employment is terminated for any reason other than by the Company for &#147;cause&#148; (as defined in the applicable stock option award agreement). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Mr.&nbsp;Taggart&#146;s Agreement provides for, among other things, (1)&nbsp;a base salary of $318,000 per year; (2)&nbsp;a Cash Incentive
Opportunity, with a target bonus opportunity equal to no less than 100% of his base salary; and (3)&nbsp;an Equity Incentive Opportunity under the Stock Plan, in the sole discretion of the Board or the Committee. Commencing in 2018, and for the
remainder of the Employment Term, Mr.&nbsp;Taggart will be eligible to receive an annual base salary, Cash Incentive Opportunity, and Equity Incentive Opportunity totaling in the aggregate at least $954,000 (subject, in each case, to the achievement
of any performance or service criteria established by the Committee in its discretion, as described below). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Mr.&nbsp;Fisher&#146;s
Agreement provides for, among other things, (1)&nbsp;a base salary of $240,000 per year; (2)&nbsp;a Cash Incentive Opportunity, with a target bonus opportunity equal to no less than 100% of his base salary; and (3)&nbsp;an Equity Incentive
Opportunity under the Stock Plan, in the sole discretion of the Board or the Committee. Commencing in 2018, and for the remainder of the Employment Term, Mr.&nbsp;Fisher will be eligible to receive an annual base salary, Cash Incentive Opportunity,
and Equity Incentive Opportunity totaling in the aggregate at least $720,000 (subject, in each case, to the achievement of any performance or service criteria established by the Committee in its discretion, as described below). </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the Agreements, the Committee has discretion to adjust base salaries, determine
allocations between Cash Incentive Opportunities and Equity Incentive Opportunities, establish performance and/or multi-year service criteria, and determine if and to the extent any incentive compensation is earned and payable based on the
attainment of performance criteria and other terms and conditions established by the Committee, and further subject to the terms and conditions of the applicable Company incentive plan and related award agreements (including, if applicable under any
such plan or award agreement, multi-year vesting). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company will also provide the Executives with benefits generally available to its
other employees, which may include medical and retirement plans, in addition to the use of a mobile phone and reasonable travel expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If an Executive&#146;s employment is terminated by the Company without &#147;cause,&#148; by the Executive as a result of &#147;good
reason,&#148; or due to the Executive&#146;s &#147;disability&#148; (each as defined in the applicable Agreement), such Executive will be entitled to receive: (1)&nbsp;accrued but unpaid salary through his termination date; (2)&nbsp;an amount equal
to his salary in effect on the termination date, payable over a period of 12 months following his termination date; (3)&nbsp;an amount equal to his &#147;average bonus&#148; (as defined in the applicable Agreement) determined as of the termination
date, payable over a period of 12 months following his termination date; (4)&nbsp;the <FONT STYLE="white-space:nowrap">pro-rata</FONT> portion of any bonus for the year in which termination occurs, to the extent earned, plus, if his termination
occurs after <FONT STYLE="white-space:nowrap">year-end</FONT> but before the bonus for the preceding year is paid, the bonus for the preceding year; (5)&nbsp;reimbursement of COBRA premiums for continuation coverage under the Company&#146;s group
medical plan for 12 months following his termination date, so long as he is not entitled to obtain insurance from a subsequent employer; (6)&nbsp;reasonable outplacement service expenses for 12 months following his termination date, which shall not
exceed $25,000; and (7)&nbsp;reimbursement of expenses incurred prior to termination. If an Executive&#146;s employment is terminated by the Company without &#147;cause&#148; or by an Executive as a result of &#147;good reason,&#148; and such
termination occurs within six months before or one year after the effective date of a &#147;change of control&#148; (as defined in the applicable Agreement), then the amounts described in clauses (2)&nbsp;and (3) of the foregoing sentence shall be
increased by a factor of 100% (for a total of two times salary and average bonus). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The amounts that an Executive will be entitled to
receive in the event that his employment terminates due to disability will be reduced by the amount of any disability benefits paid to such Executive pursuant to any disability insurance, plan, or policy provided by the Company to or for the benefit
of such Executive. If any disability benefits paid to an Executive pursuant to any disability insurance, plan, or policy provided by the Company are not subject to local, state, or federal taxation, then the Company&#146;s severance obligations in
the event of termination due to such Executive&#146;s disability will be reduced by an amount equal to the gross taxable amount that the Company would have been required to pay in order to yield the net,
<FONT STYLE="white-space:nowrap">after-tax</FONT> benefit that such Executive actually received pursuant to such disability insurance, plan, or policy. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If an Executive&#146;s employment terminates due to his death, such Executive, his designated beneficiary, or his estate, as applicable, will
be entitled to receive: (1)&nbsp;accrued but unpaid salary prior to his death; (2)&nbsp;reimbursement of expenses incurred prior to his death; and (3)&nbsp;the <FONT STYLE="white-space:nowrap">pro-rata</FONT> portion of any bonus for the year in
which his death occurs, to the extent earned, plus, if his death occurs after <FONT STYLE="white-space:nowrap">year-end</FONT> but before the bonus for the preceding year is paid, the bonus for the preceding year. If the Company terminates an
Executive&#146;s employment with &#147;cause&#148; or if an Executive voluntarily terminates his employment, he is entitled only to accrued but unpaid salary and expense reimbursements through his termination date. In the case of voluntary
termination of employment, if termination occurs after <FONT STYLE="white-space:nowrap">year-end</FONT> but before the bonus for the preceding year is paid, the Executive is also entitled to payment of the bonus for the preceding year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">An Executive&#146;s receipt of severance benefits will be subject to the Executive&#146;s execution of a release of claims in a form
substantially similar to the form of release attached to the Agreement and within the time period specified in the 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">3 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Each Executive is also subject to various restrictive covenants, and his entitlement to certain
benefits is contingent upon his compliance with such covenants. Specifically, each Executive is subject to a covenant not to disclose the Company&#146;s confidential information during his employment and at all times thereafter, a covenant not to
compete during his employment and for a period of one year following his termination of employment, a covenant not to solicit competitive &#147;business services&#148; through or from &#147;loan sources&#148; (each as defined in the Agreement)
during his employment and for a period of one year following his termination of employment, a covenant not to solicit or hire Company employees during his employment and for a period of one year following his termination of employment, and a <FONT
STYLE="white-space:nowrap">non-disparagement</FONT> covenant effective during the employment term and at all times thereafter. Each Executive&#146;s covenant not to compete is limited to an area within twenty-five miles of any Company branch or
other office. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, each Executive shall abide by any equity retention policy, compensation recovery policy, stock ownership
guidelines, or other similar policies maintained by the Company. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Amendments to Employment Agreements </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Each of the Knitzer Amendment and the Schachtel Amendment allows the Company, at its option, to provide Mr.&nbsp;Knitzer and
Mr.&nbsp;Schachtel, respectively, with the opportunity to elect to include the amount of any disability insurance premiums paid by the Company pursuant to any disability insurance, plan, or policy as taxable income to Mr.&nbsp;Knitzer or
Mr.&nbsp;Schachtel, respectively. If Mr.&nbsp;Knitzer or Mr.&nbsp;Schachtel elects to include such amount in his taxable income, the applicable Amendment provides that the Company shall reimburse Mr.&nbsp;Knitzer or Mr.&nbsp;Schachtel, as
applicable, for all applicable federal, state, and local income and payroll taxes paid by him resulting from such election. The Knitzer Amendment clarifies that if any disability benefits paid to Mr.&nbsp;Knitzer pursuant to any disability
insurance, plan, or policy provided by the Company are not subject to local, state, or federal taxation, then the Company&#146;s severance obligations in the event of termination due to Mr.&nbsp;Knitzer&#146;s disability will be reduced by an amount
equal to the gross taxable amount that the Company would have been required to pay in order to yield the net, <FONT STYLE="white-space:nowrap">after-tax</FONT> benefit that Mr.&nbsp;Knitzer actually received pursuant to such disability insurance,
plan, or policy. </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">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>Item&nbsp;9.01.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Financial Statements and Exhibits. </B></TD></TR></TABLE> <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:10pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; 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="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">First Amendment to Employment Agreement, dated August&nbsp;30, 2017, between Peter R. Knitzer and Regional Management Corp.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">First Amendment to Employment Agreement, dated August&nbsp;30, 2017, between John D. Schachtel and Regional Management Corp.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Employment Agreement, dated August&nbsp;30, 2017, between Donald E. Thomas and Regional Management Corp.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.4</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Employment Agreement, dated August&nbsp;30, 2017, between Daniel J. Taggart and Regional Management Corp.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.5</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Employment Agreement, dated August&nbsp;30, 2017, between Brian J. Fisher and Regional Management Corp.</TD></TR>
</TABLE>
 <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; 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="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" 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="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date: September&nbsp;1, 2017</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <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="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald E. Thomas</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Executive Vice President
and Chief Financial Officer</P></TD></TR>
</TABLE>
 <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; 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:10pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; 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="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d453783dex101.htm">First Amendment to Employment Agreement, dated August&nbsp;30, 2017, between Peter R. Knitzer and Regional Management Corp. </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d453783dex102.htm">First Amendment to Employment Agreement, dated August&nbsp;30, 2017, between John D. Schachtel and Regional Management Corp. </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d453783dex103.htm">Employment Agreement, dated August&nbsp;30, 2017, between Donald E. Thomas and Regional Management Corp. </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.4</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d453783dex104.htm">Employment Agreement, dated August&nbsp;30, 2017, between Daniel J. Taggart and Regional Management Corp. </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.5</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d453783dex105.htm">Employment Agreement, dated August&nbsp;30, 2017, between Brian J. Fisher and Regional Management Corp. </A></TD></TR>
</TABLE>
 <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>

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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>d453783dex101.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>FIRST AMENDMENT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>TO
</B></P> <P STYLE="margin-top:0pt; 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 First Amendment to Employment Agreement (this &#147;<U>Amendment</U>&#148;), effective as of August&nbsp;30, 2017, amends certain
provisions of that certain Employment Agreement (the &#147;<U>Agreement</U>&#148;), dated as of June&nbsp;14, 2016, between Regional Management Corp., a Delaware corporation (the &#147;<U>Corporation</U>&#148;), and Peter R. Knitzer
(&#147;<U>Executive</U>&#148;). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Agreement. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>STATEMENT OF PURPOSE: </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, the Corporation and Executive (collectively, the &#147;<U>Parties</U>&#148;) are parties to the Agreement and desire to amend
the Agreement pursuant to Section&nbsp;4.2(a) thereof in accordance with the terms set forth herein.<B> </B></P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AGREEMENT: </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>NOW, THEREFORE</B>, in consideration of the foregoing and of the mutual commitments below, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:<B> </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1. <U>Amendment to Section&nbsp;2.5</U>.
Section&nbsp;2.5 (&#147;Benefits&#148;) of the Agreement is hereby amended by adding new Section&nbsp;2.5(e) (&#147;Disability Insurance Premiums&#148;) to Section&nbsp;2.5: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">&#147;(e) <U>Disability Insurance Premiums</U>. The Corporation may, at its option, provide Executive with the opportunity to elect to include
the amount of any disability insurance premiums paid by the Corporation pursuant to any disability insurance, plan, or policy provided by the Corporation to or for the benefit of Executive as taxable income to Executive. If Executive so elects, the
Corporation shall pay to Executive an additional amount necessary to put Executive in substantially the same after-tax position that he would have been in had he not elected to include such disability insurance premiums in income (taking into
account all federal, state, and local income and employment taxes due as a result of the inclusion of such disability insurance premiums in income). Payment of the additional amount, if any, shall be made to Executive in the same pay periods in
which the disability insurance premiums are included in income.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2. <U>Termination for Disability</U>. Section&nbsp;2.7(e) (&#147;Termination for
Disability&#148;) of the Agreement is hereby amended by deleting the existing language in the second sentence of Section&nbsp;2.7(e) and inserting the following in lieu thereof, so that the second sentence of Section&nbsp;2.7(e) hereby reads as
follows: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">&#147;If Executive&#146;s employment is terminated because of Executive&#146;s Disability, the Corporation will pay to Executive
an amount equal to Executive&#146;s Salary in effect on the Termination Date and Average Bonus (determined as of the Termination </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">1 </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">
Date) for the Severance Period (that is, two times Salary and Average Bonus); <U>provided</U>, <U>however</U>, that such payment of Salary and Average Bonus will be reduced by the amount of any
disability benefits paid to Executive pursuant to any disability insurance, plan, or policy provided by the Corporation; and <U>provided</U>, <U>further</U>, that in the event that any such disability insurance, plan, or policy pays disability
benefits to Executive that are not subject to local, state, or federal taxation, the payment obligations of the Corporation set forth in this Section&nbsp;2.7(e) will be reduced by an amount equal to the gross taxable amount that the Corporation
would have been required to pay in order to yield the net, after-tax benefit that Executive actually received pursuant to the disability insurance, plan, or policy.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3. <U>Miscellaneous</U>. Other than as set forth herein, the terms and conditions of the Agreement shall remain in full force and effect. This Amendment may
be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>[Signature Page To Follow] </I></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; text-indent:4%; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment to Employment Agreement
effective as of the date and year first above written. </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="47%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="4%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="47%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"><B>EXECUTIVE</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"><B>REGIONAL MANAGEMENT CORP.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Peter R. Knitzer</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Brian J. Fisher</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top"><FONT STYLE="font-size:10pt">Peter R. Knitzer</FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:10pt">Brian J. Fisher</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:10pt">Vice President, General Counsel, and Secretary</FONT></TD></TR>
</TABLE>
 <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>

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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>d453783dex102.htm
<DESCRIPTION>EX-10.2
<TEXT>
<HTML><HEAD>
<TITLE>EX-10.2</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 10.2 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>FIRST AMENDMENT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>TO
</B></P> <P STYLE="margin-top:0pt; 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 First Amendment to Employment Agreement (this &#147;<U>Amendment</U>&#148;), effective as of August&nbsp;30, 2017, amends certain
provisions of that certain Employment Agreement (the &#147;<U>Agreement</U>&#148;), dated as of May&nbsp;15, 2017, between Regional Management Corp., a Delaware corporation (the &#147;<U>Corporation</U>&#148;), and John D. Schachtel
(&#147;<U>Executive</U>&#148;). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Agreement. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>STATEMENT OF PURPOSE: </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, the Corporation and Executive (collectively, the &#147;<U>Parties</U>&#148;) are parties to the Agreement and desire to amend
the Agreement pursuant to Section&nbsp;4.2(a) thereof in accordance with the terms set forth herein.<B> </B></P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AGREEMENT: </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>NOW, THEREFORE</B>, in consideration of the foregoing and of the mutual commitments below, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:<B> </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1. <U>Amendment to Section&nbsp;2.5</U>.
Section&nbsp;2.5 (&#147;Benefits&#148;) of the Agreement is hereby amended by adding new Section&nbsp;2.5(f) (&#147;Disability Insurance Premiums&#148;) to Section&nbsp;2.5: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">&#147;(f) <U>Disability Insurance Premiums</U>. The Corporation may, at its option, provide Executive with the opportunity to elect to include
the amount of any disability insurance premiums paid by the Corporation pursuant to any disability insurance, plan, or policy provided by the Corporation to or for the benefit of Executive as taxable income to Executive. If Executive so elects, the
Corporation shall pay to Executive an additional amount necessary to put Executive in substantially the same after-tax position that he would have been in had he not elected to include such disability insurance premiums in income (taking into
account all federal, state, and local income and employment taxes due as a result of the inclusion of such disability insurance premiums in income). Payment of the additional amount, if any, shall be made to Executive in the same pay periods in
which the disability insurance premiums are included in income.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2. <U>Miscellaneous</U>. Other than as set forth herein, the terms and conditions
of the Agreement shall remain in full force and effect. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>[Signature Page To Follow] </I></P>
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 <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 executed this First Amendment to Employment Agreement
effective as of the date and year first above written. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom"><B>EXECUTIVE</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
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<TD VALIGN="bottom"><B>REGIONAL MANAGEMENT CORP.</B></TD></TR>
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<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ John D. Schachtel</TD>
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<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Peter R. Knitzer</TD></TR>
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<TD VALIGN="top"><FONT STYLE="font-size:10pt">John D. Schachtel</FONT></TD>
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<TD VALIGN="bottom"><FONT STYLE="font-size:10pt">Peter R. Knitzer</FONT></TD></TR>
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<TD VALIGN="bottom"><FONT STYLE="font-size:10pt">President and Chief Executive Officer</FONT></TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.3 </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 August&nbsp;30, 2017 (the &#147;<B><I>Effective
Date</I></B>&#148;), between Donald E. Thomas (&#147;<B><I>Executive</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 Executive as Executive Vice President and Chief Financial 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 Executive with appropriate incentives and rewards related to the performance by
Executive and to encourage the continued employment of Executive in the service of the Corporation, and Executive 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 Executive desire to enter into an employment agreement, as evidenced in this Agreement, to reflect the terms of
Executive&#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, in consideration of the premises and mutual covenants contained herein and for other good
and valuable consideration, the receipt and sufficiency of which is mutually acknowledged, 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>2015 Plan</I></B>&#148;: as defined in Section&nbsp;2.4(c). </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>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">(c) &#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">(d) &#147;<B><I>Annual Bonus</I></B>&#148;: as defined in Section&nbsp;2.4(b).<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">(e) &#147;<B><I>Annual Incentive Plan</I></B>&#148;: the Annual Incentive Plan of the Corporation or any successor plan
thereto, as amended and/or restated. </P>

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 <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>Average Bonus</I></B>&#148;: the average of the Annual Bonus paid
to Executive for each of the three fiscal years preceding the year in which Executive&#146;s Termination Date occurs (or the average of such lesser number of full fiscal year periods that Executive is employed if less than three full fiscal years
prior to 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">(g) &#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">(h) &#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, and &#147;<B><I>Business Services</I></B>&#148; means the services related to the Business. </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>Cause</I></B>&#148;: (i)&nbsp;the willful or grossly negligent material failure by Executive to perform his
duties hereunder (other than arising due to Executive&#146;s Disability); (ii)&nbsp;the conviction of Executive, or the entering into a plea bargain or plea of <I>nolo contendere </I>by Executive, of any felony, or of a misdemeanor 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 Executive to comply substantially with any lawful
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 Executive of the financial records
of the Corporation or its Subsidiaries or complicit actions in respect thereof; (vi)&nbsp;the material breach by Executive of any of the terms of this Agreement; (vii)&nbsp;Executive&#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 knowing failure to disclose material financial or other information to the Board; or (ix)&nbsp;Executive&#146;s engagement in conduct
that results in Executive&#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, Section&nbsp;954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or other applicable laws, rules, or regulations, but, in each case
for clauses (i)&nbsp;through (ix)&nbsp;herein, only if (1)&nbsp;Executive 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), Executive has failed to cure within 30&nbsp;days of written notice to Executive, (2)&nbsp;such written notice is provided to
Executive 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 Executive 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 Executive 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;Executive 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 Executive 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(i), &#147;Cause&#148; will not be deemed to have occurred solely as a result of Executive&#146;s failure to follow any Corporation policy or any Corporation instruction to Executive that would
permit Executive to terminate this Agreement under Section&nbsp;2.7(a) because such policy or instruction constitutes Good Reason. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) &#147;<B><I>Change of Control</I></B>&#148;: except as may be otherwise
required, if at all, under Code Section&nbsp;409A, the occurrence of any of the following: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) any entity or person shall
have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%)&nbsp;of the total voting power of the Corporation&#146;s then outstanding voting stock; </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 consummation of (A)&nbsp;a merger, consolidation, recapitalization, or reorganization of the Corporation (or similar
transaction involving the Corporation), in which the holders of the Corporation&#146;s common stock immediately prior to the transaction have voting control over less than fifty percent (50%)&nbsp;of the voting securities of the surviving
corporation immediately after such transaction, or (B)&nbsp;the sale or disposition of all or substantially all of the assets of the Corporation; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) a change in a majority of the Board within a 12-month period unless the nomination for election by the Corporation&#146;s
stockholders or the appointment of each new director was approved by the vote of two-thirds of the members of the Board (or a committee of the Board, if nominations are approved by a Board committee rather than the Board) then still in office who
were in office at the beginning of the 12-month period. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:13%; font-size:10pt; font-family:Times New Roman">For the purposes of the definition of &#147;Change of
Control,&#148; the term &#147;<B><I>person</I></B>&#148; shall mean any individual, corporation, partnership, group, association, or other person, as such term is defined in Section&nbsp;13(d)(3) or Section&nbsp;14(d)(2) of the Securities Exchange
Act of 1934, as amended, other than the Corporation, a subsidiary of the Corporation, or any employee benefit plan(s) sponsored or maintained by the Corporation or any subsidiary thereof, and the term &#147;<B><I>beneficial owner</I></B>&#148; shall
have the meaning given the term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:13%; font-size:10pt; font-family:Times New Roman">For the purposes of
clarity, a transaction shall not constitute a Change of Control if its principal purpose is to change the state of the Corporation&#146;s incorporation, create a holding company that would be owned in substantially the same proportions by the
persons who held the Corporation&#146;s securities immediately before such transaction, or is another transaction of other similar effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:13%; font-size:10pt; font-family:Times New Roman">Notwithstanding the preceding provisions, in the event that any compensation paid under this Agreement is deemed to be
deferred compensation subject to (and not exempt from) the provisions of Code Section&nbsp;409A, then payment to be made upon a Change of Control may be permitted, in the Board&#146;s discretion, upon the occurrence of one or more of the following
events (as they are defined and interpreted under Code Section&nbsp;409A): (A)&nbsp;a change in the ownership of the Corporation; (B)&nbsp;a change in effective control of the Corporation; or (C)&nbsp;a change in the ownership of a substantial
portion of the assets 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">(k) &#147;<B><I>COBRA</I></B>&#148;: as defined in Section&nbsp;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">(l) &#147;<B><I>Code</I></B>&#148;: the Internal Revenue Code of 1986, as amended, or any successor thereto. Any reference
herein to a specific Code section shall be deemed to include all related regulations or other guidance with respect to such Code section. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) <B><I>[intentionally omitted]</I></B> </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>Compensation Committee</I></B>&#148;: Compensation Committee of the Board. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) &#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">(p) &#147;<B><I>Corporation</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>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">(r) &#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">(s) &#147;<B><I>Disability</I></B>&#148;: a physical or mental impairment that prevents Executive from performing one or more
essential functions of his job hereunder, whether with or without reasonable accommodation, (i)&nbsp;for at least 90 consecutive calendar days or for shorter periods of time aggregating 90 or more calendar days in any 12-month period, or
(ii)&nbsp;where a licensed physician mutually selected by Executive and the Corporation (with the Corporation responsible for any expenses related thereto) determines that the timeline for Executive&#146;s return to full duty is indeterminable, is
indefinite, or is likely to exceed a 90-day period; provided, however, that if Executive and the Corporation cannot agree upon a mutually acceptable licensed physician, then the determination of whether a &#147;Disability&#148; has occurred shall be
made by the majority vote of a panel of three licensed physicians, with one physician selected by Executive, one physician selected by the Corporation, and the third physician mutually agreed upon by the two physicians selected by Executive and the
Corporation respectively (with each party responsible for his or its related expenses and the parties being equally responsible for the expenses related to the services of the third physician). </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>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">(u) &#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">(v) &#147;<B><I>Estate</I></B>&#148;: as defined in Section&nbsp;2.7(d). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) &#147;<B><I>Executive</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">(x) &#147;<B><I>Exempt Person</I></B>&#148;: as defined in Section&nbsp;3.2(g). </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>Good Reason</I></B>&#148;: the termination of Executive&#146;s employment by Executive which is due to
(i)&nbsp;a material diminution of Executive&#146;s responsibilities, position (as Chief Financial Officer of the Corporation, its successor, or ultimate parent entity), office, title, reporting relationships or working conditions, authority or
duties, or the assignment to Executive of titles, authority, duties, or responsibilities that are materially inconsistent with this Agreement and are a material diminution from his title and position as Chief Financial Officer of the Corporation;
(ii)&nbsp;a material adverse change in the terms or status (including, but not limited to, any reduction of the Employment Period) of this Agreement; (iii)&nbsp;a material reduction in Executive&#146;s compensation package provided herein, including
Salary, Target Bonus, bonus opportunities, or equity award opportunities (other than a reduction in 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, and subject in all cases to the discretion of the Compensation Committee and other terms of Section&nbsp;2.4(d) herein); or
(iv)&nbsp;an actual relocation of the Corporation&#146;s principal office to a location outside of a 50-mile radius from the current location of the Corporation&#146;s principal office at 979 Batesville Road, Suite B, Greer, South Carolina 29651,
and in each case of clauses (i)&nbsp;through (iv)&nbsp;herein, without the written consent of Executive. Notwithstanding the preceding, for any of the foregoing events to constitute Good Reason, Executive must provide written
</P>
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notification of his intention to resign for Good Reason within 30 days after Executive knows or has reason to know of the occurrence of any such event, and the Corporation shall have 30 days from
the date of receipt of such notice to effect a cure of the condition constituting Good Reason, and, upon cure thereof by the Corporation, such event shall no longer constitute Good Reason. </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>Government Agencies</I></B>&#148;: as defined in Section&nbsp;3.2(e). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) &#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">(bb) &#147;<B><I>Non-Compete Territory</I></B>&#148;: as defined in Section&nbsp;3.3. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) <B><I>[intentionally omitted]</I></B> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) &#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">(ee) <B><I>[intentionally omitted]</I></B> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) &#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">(gg) &#147;<B><I>Severance Period</I></B>&#148;: as defined in Section&nbsp;2.7(a)(ii). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) &#147;<B><I>Stock Plan</I></B>&#148;: as defined in Section&nbsp;2.4(c). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) &#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 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">(jj) &#147;<B><I>Target Bonus</I></B>&#148;: as defined in Section&nbsp;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">(kk) &#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>. Executive&#146;s employment with the Corporation commenced on January&nbsp;2, 2013. The Corporation shall
continue to employ Executive, and Executive accepts continued employment with the Corporation, upon the terms and conditions set forth in this Agreement. The term of the Agreement shall commence on the Effective Date, and the Agreement will
terminate on </P>
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the third anniversary of the Effective Date, 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; and the date on which Executive&#146;s employment 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>. Executive will be an employee of, and serve as the Executive Vice President and Chief Financial
Officer of, the Corporation and will report directly to the Chief Executive Officer of the Corporation. In such capacity, Executive will perform such duties and exercise such powers that are consistent with the position of Executive Vice President
and Chief Financial Officer in accordance with the amended and restated bylaws of the Corporation and as are assigned to Executive by the Chief Executive Officer of the Corporation or the Board. Executive 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) Executive will devote all of 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, Executive 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. Executive agrees to comply with all lawful rules and
policies established by the Corporation and its Subsidiaries throughout the Employment Period. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Provided that the
following activities do not interfere with Executive&#146;s duties and responsibilities as Chief Financial Officer of the Corporation, Executive may (i)&nbsp;engage in charitable and community affairs, trade activities, and trade organizations, and
teach and/or lecture, so long as such activities are consistent with his duties and responsibilities under this Agreement, (ii)&nbsp;manage his personal investments, and (iii)&nbsp;serve on the boards of directors of other companies with the
Board&#146;s prior written consent (which will not be unreasonably withheld). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Executive 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 Executive&#146;s services under this Agreement, the Corporation will pay to Executive an annualized base
salary (&#147;<B><I>Salary</I></B>&#148;) of $342,000 (prorated for any 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 (or 366 in a leap year)).
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. Executive&#146;s Salary will be payable to Executive periodically in accordance with the normal practices 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">(b) <U>Annual Bonus</U>. For each calendar year during the Employment Period, Executive shall be eligible for participation in
the Annual Incentive Plan with a target bonus thereunder equal to no less than one hundred percent (100%)&nbsp;of Executive&#146;s Salary in effect at the beginning of the calendar year (the &#147;<B><I>Target Bonus</I></B>&#148;) and which will be
prorated for any partial year based </P>
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on a fraction, the numerator of which shall be the number of days employed in such partial year and the denominator of which shall be 365 (or 366 in a leap year). The Compensation Committee shall
establish and communicate to Executive performance criteria for the Corporation and/or Executive and one or more formula(s) for determining the annual bonus, if any, earned by Executive under the Annual Incentive Plan (the &#147;<B><I>Annual
Bonus</I></B>&#148;) for each calendar year. Unless otherwise addressed in Section&nbsp;2.7, if Executive is employed by the Corporation in good standing on the last day of the applicable calendar year, Executive will be entitled to receive an
Annual Bonus for such year in an amount determined in accordance with such formula(s) set by the Compensation Committee based on the actual performance of the Corporation and/or Executive relative to the performance criteria established by the
Compensation Committee for that year. Any Annual Bonus due to Executive pursuant to this Section&nbsp;2.4(b) shall be paid in cash in a lump sum no later than March&nbsp;14<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> of the calendar year
following the calendar year during which Executive&#146;s right to the Annual Bonus vests (or otherwise in a manner compliant with, or exempt from, Section&nbsp;409A of the Code). Unless otherwise addressed under Section&nbsp;2.7, Annual Bonus
entitlement vests and is fully payable if Executive is employed by the Corporation on the last day of the applicable calendar year, even if Executive is no longer employed at the time the Annual 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>Long-Term Incentive Compensation</U>. Subject to Section&nbsp;2.4(d) herein and Executive&#146;s continued employment,
Executive shall be eligible to participate in and receive long-term incentive, equity, and/or equity-based awards under the Corporation&#146;s 2015 Long-Term Incentive Plan, as amended and/or restated (the &#147;<B><I>2015 Plan</I></B>&#148;), or
any successor or other applicable plan or arrangement (the 2015 Plan and such other plans or arrangements collectively, the &#147;<B><I>Stock Plan</I></B>&#148;), in the sole discretion of the Board or the Compensation Committee. Any such long-term
incentive or equity awards described herein shall be subject to the terms of the Stock Plan and applicable award agreements in form acceptable to the Compensation Committee and such other terms as may be established by the Compensation Committee.
</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>Future Compensation Opportunities</U>. Commencing in 2018, and for the remainder of the Employment Period, the
Corporation undertakes and agrees to provide Executive with an annual Base Salary, cash incentive compensation opportunity, and equity incentive compensation opportunity of no less than $1,197,000 in the aggregate (prorated for any partial year);
provided, however, that (i)&nbsp;Executive&#146;s Salary shall be subject to the provisions of Section&nbsp;2.4(a) herein, (ii)&nbsp;the Compensation Committee shall have sole discretion to determine any allocation between cash incentive
opportunities and equity incentive opportunities, (iii)&nbsp;such cash incentive opportunities and equity incentive opportunities shall be subject to the terms of the applicable Corporation plan (including the Annual Incentive Plan and/or the Stock
Plan) and any related award agreement, including any performance or multi-year service criteria established by the Compensation Committee under any such plan or award agreement, and (iv)&nbsp;the Compensation Committee shall have sole discretion to
determine if and to the extent that any such equity incentive opportunities and/or cash incentive opportunities are deemed earned and payable based on the attainment of performance criteria and such other terms and conditions as may be established
by the Compensation Committee (including, without limitation, multi-year vesting requirements if applicable under any such plan or award agreement and so determined by the Compensation Committee). </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>


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 <P STYLE="margin-top:0pt; 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, Executive shall
be entitled to participate in all pension, medical, disability, retirement, and other benefit plans and programs generally available to the Corporation&#146;s other employees, provided that Executive meets all eligibility requirements under those
plans and programs. Executive 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, Executive will not during the Employment Period be entitled to participate in any severance pay plan of the Corporation. Executive&#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>. Executive shall be entitled to paid vacation time of not less than 25
business days for each calendar year of the Employment Period (prorated for any partial year, based on a fraction, the numerator of which shall be the number of days employed in such partial year and the denominator of which shall be 365 (or 366 in
a leap year)). Executive 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 Executive from one calendar year to the next, except as otherwise provided in the policies of the Corporation applicable to its executive management. 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 Executive for all
reasonable expenses incurred in connection with the performance of Executive&#146;s duties hereunder or for promoting, pursuing, or otherwise furthering the Business of the Corporation, including Executive&#146;s reasonable expenses for travel,
entertainment, and similar items. Executive acknowledges and agrees that the provisions of Section&nbsp;2.5(d) below provide the exclusive reimbursement terms for Executive&#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 Executive&#146;s employment with the Corporation must be incurred by Executive during the term of employment&nbsp;or service to the Corporation
and must be in accordance with the Corporation&#146;s expense reimbursement policies. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. 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 Executive&#146;s taxable year following the taxable year in which the expense was incurred. 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>Automobile Allowance and Mileage
Reimbursement</U>. The Corporation will provide to Executive a monthly automobile allowance of $1,150, payable during the Employment Period with the first payroll payment of each month. In addition, the Corporation will, in accordance with the
Corporation&#146;s general personal vehicle use reimbursement policy (and consistent with the provisions of Section&nbsp;2.5(c) herein), reimburse Executive an amount equal to $0.535 (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 personal car in connection with the performance of his duties as an employee 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) <U>Use of Mobile Phone</U>. The Corporation will, at its option, either (i)&nbsp;provide Executive with a mobile phone
(including monthly service fees), the reasonable costs of which shall be paid by the Corporation directly to the service provider, or (ii)&nbsp;reimburse Executive for the expense that Executive incurs in providing for his own mobile phone, not to
exceed $75 per month (or such higher amount as may apply pursuant to the Corporation&#146;s mobile phone reimbursement policy as it may be in effect from time to time). </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) <U>Disability Insurance Premiums</U>. The Corporation may, at its option,
provide Executive with the opportunity to elect to include the amount of any disability insurance premiums paid by the Corporation pursuant to any disability insurance, plan, or policy provided by the Corporation to or for the benefit of Executive
as taxable income to Executive. If Executive so elects, the Corporation shall pay to Executive an additional amount necessary to put Executive in substantially the same after-tax position that he would have been in had he not elected to include such
disability insurance premiums in income (taking into account all federal, state, and local income and employment taxes due as a result of the inclusion of such disability insurance premiums in income). Payment of the additional amount, if any, shall
be made to Executive in the same pay periods in which the disability insurance premiums are included in income. </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 Executive or required by law. Executive 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 Termination. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Termination by the Corporation without Cause or by Executive for Good Reason</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) <U>Notice of Termination</U>. The Corporation may terminate Executive&#146;s employment hereunder without Cause at any
time, upon 30 calendar days&#146; written notice to Executive. Executive may terminate Executive&#146;s employment hereunder for Good Reason upon 30 calendar days&#146; written notice to the Corporation, subject to the additional notice provisions
of Section&nbsp;1.1(y) herein. The Corporation may elect to pay to Executive his portion of Salary for the notice period in lieu of permitting Executive to continue working. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) <U>Severance Payments</U>. If Executive is terminated by the Corporation without Cause or if Executive terminates his
employment for Good Reason, the Corporation will pay to Executive (A)&nbsp;accrued but unpaid Salary through the Termination Date, (B)&nbsp;an amount equal to Executive&#146;s Salary in effect on the Termination Date, to be paid over 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;), (C)&nbsp;an amount equal to Executive&#146;s Average Bonus as determined as of the Termination Date, to be paid over
the Severance Period, (D)&nbsp;a pro-rata portion of the Annual Bonus for the year in which Executive&#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 Executive was employed by the Corporation), plus, if Executive&#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 (E)&nbsp;COBRA premiums as described in Section&nbsp;2.7(f). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) <U>Change of Control Adjustment</U>. If Executive is terminated by the Corporation without Cause or if Executive
terminates his employment for Good Reason, and such termination occurs within six (6)&nbsp;months before or one (1)&nbsp;year after the effective date of a Change of Control, the amounts described in Section&nbsp;2.7(a)(ii)(B)&#150;(C) shall be
increased by a factor of one hundred percent (100%)&nbsp;(for a total of 200% of Salary and Average Bonus). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) <U>Timing of Payments</U>. The payment required by
Section&nbsp;2.7(a)(ii)(A) will be made as and at such times as Executive would have otherwise received his Salary had he remained an employee of the Corporation (that is, in accordance with Corporation payroll practices). The payments required by
Section&nbsp;2.7(a)(ii)(B)&#150;(C) will be made in equal installments over the Severance Period as and at such times as Executive would have otherwise received his Salary had he remained an employee of the Corporation (that is, in accordance with
Corporation payroll practices), subject to execution of an irrevocable release as provided in Section&nbsp;4.18 and provided that such amounts shall be paid commencing with the first payroll date that occurs on or after 45 calendar days following
the Termination Date. Any additional amounts payable pursuant to Section&nbsp;2.7(a)(iii) attributable to a Change of Control occurring within six (6)&nbsp;months following Executive&#146;s termination of employment shall be added to the remaining
balance of the amounts payable under Section&nbsp;2.7(a)(ii)(B)&#150;(C) and shall be paid as provided in this Section&nbsp;2.7(a)(iv) over the remainder of the Severance Period. The payment required by Section&nbsp;2.7(a)(ii)(D) will be made as and
at such time as Executive would have otherwise received his Annual Bonus had he remained an employee of the Corporation, subject to execution of an irrevocable release as provided in Section&nbsp;4.18. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) <U>Additional Payments</U>. In addition, the Corporation will pay to Executive all unreimbursed expenses incurred by
Executive prior to his termination pursuant to Section&nbsp;2.7(a)(i) for which Executive is entitled to reimbursement pursuant to and in accordance with Section&nbsp;2.5(c). Further, during the Severance Period, the Corporation shall pay reasonable
outplacement service expenses of Executive in an amount not to exceed $25,000. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) <U>Liquidated Damages</U>. The
payments to be made in accordance with this Section&nbsp;2.7(a) will constitute liquidated damages, and Executive 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). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) <U>Compliance with Article III</U>. Further, the Corporation&#146;s obligation to make any
payments under this Section&nbsp;2.7(a), except for accrued but unpaid Salary through the Termination Date, any Annual Bonus that was previously earned but unpaid as of the Termination Date, and reimbursement of unreimbursed expenses, is contingent
upon Executive&#146;s compliance with Article III herein, and Executive and the Corporation agree that the Corporation shall have the right, in addition to any other rights of the Corporation, to terminate or suspend such payments in the event of
Executive&#146;s breach of Article III herein. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(viii) <U>Termination of Agreement</U>. Upon termination of
Executive&#146;s employment pursuant to this Section&nbsp;2.7(a), except for the payments required by this Section&nbsp;2.7(a) or as required by applicable law, the Corporation will have no additional obligations to Executive hereunder or otherwise
and, except as otherwise provided in this Agreement (including but not limited to Executive&#146;s obligations under Article III herein), this Agreement will terminate. </P>
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 <P STYLE="margin-top:0pt; 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 Executive&#146;s employment hereunder for Cause upon written notice to Executive and Executive&#146;s failure to cure during any applicable cure period as set forth in this Agreement. If Executive&#146;s employment is
terminated for Cause, the Corporation will pay to Executive (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 Executive prior to
the Termination Date for which Executive is entitled to reimbursement pursuant to and in accordance with Section&nbsp;2.5(c). Upon termination of Executive&#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 Corporation will have no additional obligations to Executive hereunder or otherwise and, except as otherwise provided in this Agreement (including but not limited to Executive&#146;s
obligations under Article III herein), 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 Executive</U>. If Executive voluntarily terminates his employment, the Corporation will pay to Executive (i)&nbsp;accrued but unpaid Salary through the Termination Date, (ii)&nbsp;if Executive&#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 Executive prior
to the Termination Date for which Executive is entitled to reimbursement pursuant to and in accordance with Section&nbsp;2.5(c). Upon termination of Executive&#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 Executive hereunder or otherwise and, except as otherwise provided in this Agreement (including but not limited to Executive&#146;s
obligations under Article III herein), 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>Termination by Death of Executive</U>. If
Executive dies during the Employment Period, the Corporation will pay to such Person or Persons as Executive may designate in writing or, in the absence of such designation, to the estate of Executive (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 Executive&#146;s death, (ii)&nbsp;expenses incurred by Executive prior to his death for which Executive 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 Executive&#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 Executive was employed by the Corporation), plus, if Executive&#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 Executive&#146;s death. Any Annual Bonus
will be paid as and at such times as Executive 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 Executive, and all rights of
Executive 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">(e) <U>Termination for Disability</U>. Executive acknowledges and agrees that his position is unique and critical to the
Corporation and that the Corporation would suffer grievous economic injury or other undue hardship if Executive becomes unable to perform one or more essential functions of his job due to a Disability, as defined by Section&nbsp;1.1(s). The parties,
therefore, agree to the following termination section to avoid grievous economic injury and/or other undue hardship to the Corporation in the event of the Disability of Executive. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) <U>Notice of Termination</U>. Subject to a municipal, state, or federal law
expressly providing to the contrary, the Corporation will have the right to terminate Executive&#146;s employment hereunder at any time upon the Disability of Executive during the Employment Period. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) <U>Severance Payments</U>. If Executive&#146;s employment is terminated because of Executive&#146;s Disability, the
Corporation will pay to Executive (A)&nbsp;accrued but unpaid Salary through the Termination Date, (B)&nbsp;an amount equal to Executive&#146;s Salary in effect on the Termination Date, to be paid over the Severance Period, (C)&nbsp;an amount equal
to Executive&#146;s Average Bonus as determined as of the Termination Date, to be paid over the Severance Period, (D)&nbsp;a pro-rata portion of the Annual Bonus for the year in which Executive&#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 Executive&#146;s termination due to Disability occurs and pro-rating such amount by the portion of such year
Executive was employed by the Corporation), plus, if Executive&#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, and (E)&nbsp;COBRA
premiums as described in Section&nbsp;2.7(f). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) <U>Timing of Payments</U>. The payment required by
Section&nbsp;2.7(e)(ii)(A) will be made as and at such times as Executive would have otherwise received his Salary had he remained an employee of the Corporation (that is, in accordance with Corporation payroll practices). The payments required by
Section&nbsp;2.7(e)(ii)(B)&#150;(C) will be made in equal installments over the Severance Period as and at such times as Executive would have otherwise received his Salary had he remained an employee of the Corporation (that is, in accordance with
Corporation payroll practices), subject to execution of an irrevocable release as provided in Section&nbsp;4.18 and provided that such amounts shall be paid commencing with the first payroll date that occurs on or after 45 calendar days following
the Termination Date. The payment required by Section&nbsp;2.7(e)(ii)(D) will be made as and at such time as Executive would have otherwise received his Annual Bonus had he remained an employee of the Corporation, subject to execution of an
irrevocable release as provided in Section&nbsp;4.18. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) <U>Additional Payments</U>. In addition, the Corporation will
pay to Executive all unreimbursed expenses incurred by Executive prior to his termination pursuant to Section&nbsp;2.7(e)(i) for which Executive is entitled to reimbursement pursuant to and in accordance with Section&nbsp;2.5(c). Further, during the
Severance Period, the Corporation shall pay reasonable outplacement service expenses of Executive in an amount not to exceed $25,000. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) <U>Offset for Disability Benefits</U>. The payment obligations of the Corporation set forth in this Section&nbsp;2.7(e)
will be reduced by the amount of any disability benefits paid to Executive pursuant to any disability insurance, plan, or policy provided by the Corporation. In the event that any such disability insurance, plan, or policy pays disability benefits
to Executive that are not subject to local, state, or federal taxation, the payment obligations of the Corporation set forth in this Section&nbsp;2.7(e) will be reduced by an amount equal to the gross taxable amount that the Corporation would have
been required to pay in order to yield the net, after-tax benefit that Executive actually received pursuant to the disability insurance, plan, or policy. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) <U>Liquidated Damages</U>. The payments to be made in accordance with this
Section&nbsp;2.7(e) will constitute liquidated damages, and Executive 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(e). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) <U>Compliance with Article III</U>. Further, the Corporation&#146;s obligation to make any payments under this
Section&nbsp;2.7(e), except for accrued but unpaid Salary through the Termination Date, any Annual Bonus that was previously earned but unpaid as of the Termination Date, and reimbursement of unreimbursed expenses, is contingent upon
Executive&#146;s compliance with Article III herein, and Executive and the Corporation agree that the Corporation shall have the right, in addition to any other rights of the Corporation, to terminate or suspend such payments in the event of
Executive&#146;s breach of Article III herein. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(viii) <U>Termination of Agreement</U>. Upon termination of
Executive&#146;s employment pursuant to this Section&nbsp;2.7(e), except for the payments required by this Section&nbsp;2.7(e) or as required by applicable law, the Corporation will have no additional obligations to Executive hereunder or otherwise
and, except as otherwise provided in this Agreement (including but not limited to Executive&#146;s obligations under Article III herein), 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">(f) <U>Payment of COBRA Premiums; No Effect on Vested and Accrued Benefits</U>. During the Severance Period and provided that
Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (&#147;<B><I>COBRA</I></B>&#148;), the Corporation shall reimburse Executive for the monthly COBRA premium paid by
Executive for himself and his dependents for continuation coverage under the Corporation&#146;s group medical plan; provided, however, that if at any time during the Severance Period Executive becomes eligible 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 Executive for his COBRA premium payments shall terminate
immediately. Such reimbursement shall be paid to Executive on the 20<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day of the month immediately following the month in which Executive 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 Executive&#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 Executive is entitled under the terms of any such benefit plan or program of the Corporation in respect of which Executive is a participant 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">(g) <U>No Mitigation; No Offset</U>. In the event of any termination of Executive&#146;s employment
under this Section&nbsp;2.7, Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due Executive under this Agreement on account of any compensation attributable to any subsequent employment
that he may obtain, except as specifically provided in this Section&nbsp;2.7. Notwithstanding anything contained in this Agreement to the contrary, any compensation and/or benefits payable to Executive under any other severance or change-in-control
plan, program, policy, or arrangement of the Corporation in which Executive is a participant (other than the Corporation&#146;s 2011 Stock Incentive Plan, the Stock Plan, or the Annual Incentive Plan, or any award granted thereunder) shall be
reduced by the amount of all compensation and benefits payable under this Section&nbsp;2.7. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">2.8 <U>Amendment to Certain Stock Option Award Agreements</U>. The Corporation
previously granted nonqualified stock option awards to Executive under the Corporation&#146;s 2011 Stock Incentive Plan, as evidenced by (a)&nbsp;that certain Nonqualified Stock Option Agreement for 100,000 shares, dated January&nbsp;2, 2013, by and
between Executive and the Corporation, and (b)&nbsp;that certain Nonqualified Stock Option Agreement for 26,500 shares, dated December&nbsp;31, 2013, by and between Executive and the Corporation (together, the &#147;<B><I>2013 Option
Agreements</I></B>&#148;). To the extent vested and exercisable (as determined in accordance with the 2013 Option Agreements) and subject to the provisions of the 2011 Stock Incentive Plan and the 2013 Option Agreements, in the event that
Executive&#146;s employment is terminated for any reason other than by the Corporation for Cause (as defined in the applicable 2013 Option Agreement), Executive may exercise the options under the 2013 Option Agreements at any time prior to the
earlier of (1)&nbsp;the fifth anniversary of the date Executive&#146;s employment is terminated, or (2)&nbsp;the tenth anniversary of the applicable award grant date. The 2013 Option Agreements shall be deemed amended to the extent necessary to
conform to the foregoing and, except for the changes to the 2013 Option Agreements set forth in this Section&nbsp;2.8, the 2013 Option Agreements shall continue in full force and effect. </P>
<P STYLE="margin-top:24pt; 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 (if
applicable) prior thereto at any time that Executive was an employee, agent, director, or officer of or consultant to the Corporation or its Subsidiaries, Executive, 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;Executive 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 Executive to the Corporation or such Subsidiaries, as appropriate, and (ii)&nbsp;Executive will immediately disclose in
confidence all Corporation IP to the Corporation in writing. The Corporation shall have the right to use all such Corporation IP, whether original or derivative, in any matter it chooses without any related royalty, licensure, or other obligation.
Executive acknowledges that all such Corporation IP shall be considered as &#147;work made for hire&#148; as provided under the United States Copyright Act, 17 U.S.C. Section&nbsp;101, et seq., and shall belong exclusively to the Corporation.
Executive agrees further that in the event that any Corporation IP should be deemed not to be work made for hire belonging exclusively to the Corporation, he shall promptly assign and transfer such Corporation IP to the Corporation so that the
Corporation shall be, in fact, the exclusive owner. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Executive 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 Executive&#146;s availability and reimbursement by the Corporation of
Executive&#146;s reasonable out-of-pocket expenses and payment to Executive of a reasonable per diem to compensate Executive 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 any application for, such patents or other protection. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Executive irrevocably appoints the Corporation as his attorney in his name
(with full power of substitution and re-substitution) 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) Executive acknowledges that during the Employment Period and (if applicable) prior thereto when he was an employee, agent,
director, or officer of or consultant to the Corporation, Executive has been given and will continue to have, in connection with the conduct of the Business, access and exposure to trade secrets and other 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 Executive while providing services to the Corporation or its Subsidiaries, or that
Executive cultivates or maintains while providing services to 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, as well as other such confidential information related to the Business to which Executive is exposed during the course of his employment or service; </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:6pt; 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: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>


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 <P STYLE="margin-top:0pt; 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 Executive 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 Executive;
(ii)&nbsp;was in the possession of or known to Executive prior to Executive&#146;s employment or other service 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, the Corporation; or (iv)&nbsp;was independently developed by Executive without use of or reference to the 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, Executive 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, Executive 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 Executive 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 Executive&#146;s duties under this Agreement, Executive 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Notwithstanding the foregoing, (i)&nbsp;nothing in this Agreement or other agreement prohibits Executive
from reporting possible violations of law or regulation to any federal, state, or local governmental agency or entity (the &#147;<B><I>Government Agencies</I></B>&#148;), or communicating with Government Agencies or otherwise participating in any
investigation or proceeding that may be conducted by Government Agencies, including providing documents or other information, (ii)&nbsp;Executive does not need the prior authorization of the Corporation to take any action described in (i), and
Executive is not required to notify the Corporation that he has taken any action described in (i); and (iii)&nbsp;the Agreement does not limit Executive&#146;s right to receive an award for providing information relating to a possible securities law
violation to the Securities and Exchange Commission. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Further, notwithstanding the foregoing, Executive will not be
held criminally or civilly liable under any Government Agency&#146;s trade secret law for the disclosure of a trade secret that (i)&nbsp;is made (A)&nbsp;in confidence to a federal, state, or local government official, either directly or indirectly,
or to an attorney, and (B)&nbsp;solely for the purpose of reporting or investigating a suspected violation of law, or (ii)&nbsp;is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document
containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Further, Executive may disclose Confidential Information (i)&nbsp;to the
extent required by a court of law, by any governmental agency having supervisory authority over the business of the Corporation, or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to
divulge, disclose, or make accessible such information (provided, however, that the Corporation is given reasonable prior notice of such proposed disclosure and a reasonable period of time to secure a protective order or take other action to protect
such Confidential Information (at the Corporation&#146;s expense)); or (ii)&nbsp;to Executive&#146;s spouse, attorney, and/or his personal tax and financial advisors as necessary or appropriate to advance Executive&#146;s tax, financial, and other
personal planning (each, an &#147;<B><I>Exempt Person</I></B>&#148;), provided, however, that (A)&nbsp;each such Exempt Person is notified of the confidential nature of the Confidential Information, (B)&nbsp;such disclosure to an Exempt Person does
not violate applicable laws, rules, or regulations, and (C)&nbsp;any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section&nbsp;3.2 by Executive. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.3 <U>Covenant Not to Compete</U>. Executive agrees that during his employment with the Corporation, and for a period of one (1)&nbsp;year
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, (a)&nbsp;work, whether on a full-time, part-time, consulting, or contractor
basis, as a Chief Financial Officer or in another capacity similar to his management position with the Corporation for, (b)&nbsp;provide Business Services consulting to, (c)&nbsp;operate or manage, or (d)&nbsp;have an ownership interest in, any
entity (including a sole proprietorship) in the Non-Compete Territory (as hereinafter defined) that provides Business Services that are competitive with those provided by the Corporation or its Subsidiaries. Although Executive acknowledges that the
market area of the Corporation and its Subsidiaries extends throughout much of the Southeastern, Southwestern, and mid-Atlantic areas of the United States and that he shall regularly be exposed to customers, Loan Sources, and related Confidential
Information throughout that market area, the restriction in this Section&nbsp;3.3 shall apply only to the area that is within a twenty-five (25)-mile radius of any branch or other office of the Corporation or its Subsidiaries
(&#147;<B><I>Non-Compete Territory</I></B>&#148;). Moreover, the restriction in this Section&nbsp;3.3 shall not prevent Executive from owning, for personal investment purposes, 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 Business Services Through or From 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) Executive agrees that during his employment with the Corporation, and for a period of one (1)&nbsp;year 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 Business Services 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 Business Services source that the
Corporation or its Subsidiaries uses at any time during the last year of Executive&#146;s employment with the Corporation and that Executive has contact with or learns Confidential Information about through 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) Executive agrees that during his employment with the Corporation, and for a period of one (1)&nbsp;year 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 for the purpose of providing Business Services that are
competitive with those provided by 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">17 </P>


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 <P STYLE="margin-top:0pt; 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>. Executive agrees that during his employment
with the Corporation, and for a period of one (1)&nbsp;year 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 any
Corporation Employee for, or solicit any Corporation Employee for the purpose of offering employment with, any entity or person (including himself) 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 Executive&#146;s employment with the Corporation that Executive has contact with or learns Confidential Information about through his 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) Executive 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, 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. </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, 3.3, 3.4, or 3.5 above 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, 3.3, 3.4, or 3.5 above 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, 3.3, 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
Executive 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 Executive 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:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.7 <U>Non-Disparagement</U>. During the term of Executive&#146;s employment, and thereafter, Executive 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,
except to the extent otherwise required by applicable laws, rules, or regulations or as appropriate in the exercise of the Board&#146;s fiduciary duties (as determined by the Board with advice of counsel), exercise reasonable efforts to cause the
following individuals to refrain from making any disparaging statements, orally or in writing, regarding Executive 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: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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.8 <U>Use of Name</U>. Executive 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>. Executive 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. Executive 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. Executive 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:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Without limitation, Executive 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 (including but in no way limited to the Corporation&#146;s rights under Sections 2.7(a) and (e)), apply, consistent with
Section&nbsp;4.7 below, for the immediate entry of an injunction restraining any actual or threatened breaches or violations of said provisions or terms by Executive. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; 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. Executive 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 Executive 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>Executive Representations</U>. Executive represents that the restrictions on his business provided in this Agreement are fair and
protect the legitimate business interests of the Corporation. Executive 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. In addition, Executive represents 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>. The
Corporation represents and warrants that it is fully authorized and empowered to enter into this Agreement and that the performance of its obligations under this Agreement will not violate any agreement between it and any other person, firm, or
organization. Executive represents he is not subject to any contractual or other obligations, including but not limited to any non-competition, non-solicitation, confidentiality, and/or other restrictive covenants, that preclude him from entering
into this Agreement or would in any way restrict his work activities as required under this Agreement. Executive represents further that 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 </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>


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Corporation. In the event that said representations should be untrue to any material extent and a related action should be initiated against the Corporation, Executive agrees to promptly
indemnify the Corporation for any resulting liability and costs, including attorneys&#146; fees, as they are incurred 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;4.4 and Section&nbsp;4.7 will survive termination of this Agreement regardless of whether such termination is initiated by the Corporation or Executive. In the
event of the termination of his employment with the Corporation and subsequent employment with, or work for, another entity or person, Executive agrees to notify the Corporation of his new employment or work, including the name and address of the
new employer or entity or person he intends to work for, before commencing work for the new employer or other entity or person. In addition, Executive authorizes the Corporation to provide notice of his obligations under this Agreement, including a
copy of this Agreement, to his new employer or other entity or person for whom he intends to work or provide services. </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="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) If to the
Corporation, to: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Regional Management Corp. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">979 Batesville Road, Suite B </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Greer, SC 29651 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Facsimile No.: (864)&nbsp;729-4261 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Attention: General Counsel </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">With a copy to: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; 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%; text-indent:4%; font-size:10pt; font-family:Times New Roman">One Wells Fargo Center </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">301 South College Street, Suite 3500 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Charlotte, NC 28202-6037 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Facsimile No.: (704)&nbsp;338-7823 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Attention: Jane Jeffries Jones </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) If to Executive, to: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Regional Management Corp. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">979 Batesville Road, Suite B </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Greer, SC 29651 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Facsimile No.: (864)&nbsp;329-8392 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Attention: Donald E. Thomas </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">With a copy to Executive&#146;s address on file with the Corporation. </P>
<P STYLE="margin-top:6pt; 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: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>


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 <P STYLE="margin-top:0pt; 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 Executive&#146;s
attorney not to exceed $5,000 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>Indemnification</U>. The Corporation will
provide indemnification no less favorable than that set forth in the Corporation&#146;s amended and restated bylaws as in effect on the Effective Date. The Corporation agrees to use its best efforts to maintain a directors&#146; and officers&#146;
liability insurance policy covering Executive to the extent the Corporation provides such coverage for its other executive officers and such policy is available on commercially reasonable terms. Notwithstanding any indemnification rights provided
under this Section&nbsp;4.4, Executive shall not be entitled to any indemnification as to any matter where the Corporation has brought an action or has otherwise asserted a claim against Executive that Executive has breached this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.5 <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; provided, however, that Executive 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">4.6 <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:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.7 <U>Choice of Law; Forum Selection; Jury Waiver</U>. This Agreement, including its interpretation, performance, breach, or
any statutory or other claim relating to Executive&#146;s employment with the Corporation, the termination thereof, or his work for the Corporation, 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 statutory or other
claim relating to Executive&#146;s employment with the Corporation, the termination thereof, or his work for the Corporation, shall be tried exclusively, without jury, 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. </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">21 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.8 <U>Controlling Document</U>. Except with respect to the Stock Plan, the Corporation&#146;s
2011 Stock Incentive Plan, the Annual Incentive Plan, or any award agreement under any such plan, if any provision of any agreement, plan, program, policy, arrangement, or other written document between or related to the Corporation and Executive
conflicts with any provision of this Agreement, the provision of this Agreement shall control and prevail. The provisions of the Stock Plan, the Corporation&#146;s 2011 Stock Incentive Plan, the Annual Incentive Plan, and any award agreements under
such plans shall control over this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.9 <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">4.10 <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">4.11 <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">4.12 <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">4.13 <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">4.14 <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. Without
limiting the foregoing, the Parties hereby agree that the employment offer letter, dated December&nbsp;12, 2012, as </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">22 </P>


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amended on October&nbsp;1, 2014, shall hereby be terminated and of no further force or effect, and that Executive shall have no rights to compensation or benefits thereunder; provided, however,
that notwithstanding the foregoing or any other provision of the Agreement to the contrary, Executive and the Corporation expressly agree that the terms of any long-term incentive award agreements outstanding as of the Effective Date and granted
under the Stock Plan or the Corporation&#146;s 2011 Stock Incentive Plan shall continue in accordance with their terms, as modified as described in Section&nbsp;2.8 of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.15 <U>Full Understanding</U>. Executive represents and agrees that Executive fully understands Executive&#146;s right to discuss all aspects
of this Agreement with Executive&#146;s private attorney, and that to the extent, if any, that Executive desired, Executive utilized this right. Executive further represents and agrees that: (i)&nbsp;Executive has carefully read and fully
understands all of the provisions of this Agreement; (ii)&nbsp;Executive is competent to execute this Agreement; (iii)&nbsp;Executive&#146;s agreement to execute this Agreement has not been obtained by any duress, and Executive freely and
voluntarily enters into it; (iv)&nbsp;Executive is not subject to any covenants, agreements, or restrictions arising out of Executive&#146;s prior employment (other than with the Corporation) that would be breached or violated by Executive&#146;s
execution of this Agreement or performance of duties hereunder; and (v)&nbsp;Executive has read this document in its entirety and fully understands the meaning, intent, and consequences of this document. Executive agrees and acknowledges that the
obligations owed to Executive 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">4.16 <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;Executive 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 Executive upon a separation from service may not be made before the date that is six months after Executive&#146;s separation from service (or death, if earlier). To the extent that Executive 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 Executive during the six months following his separation from service, if any, will be accumulated and paid to Executive 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 Executive or other person for actions, decisions, or determinations made in good faith. </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">23 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.17 <U>Compliance with Recoupment, Ownership, and Other Policies or Agreements</U>. As a
condition to entering into this Agreement, Executive 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 Executive from time to time. In addition, Executive shall be subject to such compensation recovery, recoupment, forfeiture, or other similar provisions as may apply at any time to
Executive under applicable law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.18 <U>Waiver and Release</U>. Executive acknowledges and agrees that the Corporation may at any time
require, as a condition to receipt of benefits payable under this Agreement, including but not limited to the payment of termination benefits pursuant to Sections 2.7(a), 2.7(d), 2.7(e), and 2.7(f) herein, that Executive (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 Executive&#146;s employment, or the ending of
Executive&#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 substantially similar to the form of
release attached to this Agreement as Exhibit A and shall be executed prior to the expiration of the time period provided for payment of such benefits (including those provided under Section&nbsp;2.7 herein). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.19 <U>Tax Matters</U>. The Corporation has made no warranties or representations to Executive 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. Executive acknowledges that there may be adverse tax consequences related to the transactions contemplated
hereby and that Executive should consult with his own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. Executive 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 Executive. </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">24 </P>


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 <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">


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<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>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Peter R. Knitzer</TD></TR></TABLE></DIV> <DIV ALIGN="right">
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<TD WIDTH="87%"></TD></TR>

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<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Peter R. Knitzer</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Chief Executive Officer</TD></TR>
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<TD VALIGN="top" COLSPAN="3"><B>EXECUTIVE</B></TD></TR>
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<TD VALIGN="top" COLSPAN="3" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Donald E. Thomas</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Donald E. Thomas</TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>(Signature Page to Employment
Agreement) </I></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">25 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT A </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>RELEASE OF CLAIMS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This
Release of Claims (the &#147;<B><I>Agreement</I></B>&#148;) is made and entered into by and between Regional Management Corp. (the &#147;<B><I>Corporation</I></B>&#148;) and Donald E. Thomas (&#147;<B><I>Executive</I></B>&#148;). </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BACKGROUND </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A. The
Corporation and Executive are parties to an Employment Agreement, dated as of August&nbsp;30, 2017 (the &#147;<B><I>Employment Agreement</I></B>&#148;) that, among its terms, provides that the Corporation will pay Executive certain
individually-tailored severance benefits (the &#147;<B><I>Severance</I></B>&#148;) under certain circumstances in connection with the termination of Executive&#146;s employment thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">B. Under the Employment Agreement, the Corporation is not obligated to pay the Severance unless Executive has signed a release of claims in
favor of the Corporation. The parties intend this Agreement to be that release of claims. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">NOW, THEREFORE, based on the foregoing and the
terms and conditions below, the Corporation and Executive, desiring to amicably resolve any and all existing and potential disputes between them as of the date each executes this Agreement, and in consideration of the obligations and undertakings
set forth below and intending to be legally bound, agree as follows. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <U>Corporation&#146;s Obligations</U>. In return for
&#147;<B><I>Executive&#146;s Obligations</I></B>&#148; (as defined in Section&nbsp;2 below), and provided that Executive signs this Agreement and does not exercise Executive&#146;s rights to revoke or rescind Executive&#146;s waivers of certain
discrimination claims (as described in Section&nbsp;5 below), the Corporation will pay to Executive the Severance. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Executive&#146;s
Obligations</U>. In return for the Corporation&#146;s Obligations in Section&nbsp;1 above, Executive knowingly and voluntarily agrees to the following: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) Executive hereby fully, finally, and forever releases, waives, and discharges, to the maximum extent that the law permits, any and all
legal, equitable, and administrative claims, actions, causes of action, suits, debts, accounts, judgments, and demands (collectively, <B></B><I></I><B></B><B><I>&#147;Claims&#148;</I></B><B></B><I></I><B></B>) against the Corporation or any of its
direct or indirect subsidiaries or affiliates that Executive has through the date on which Executive signs this Agreement. This full and final release, waiver, and discharge extends to all and each of every legal, equitable, and administrative
Claim(s) of any kind or nature whatsoever including, without limitation, the following: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) All Claims that Executive has
now, whether Executive now knows about or suspects such claims; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) All Claims for attorney&#146;s fees; </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>(iii) All rights and Claims of age discrimination and retaliation under the Age Discrimination in Employment Act
(<I></I><B></B><I></I><B><I>&#147;ADEA</I></B>&#148;<B><I></I></B><I></I><B></B><I></I>), as amended by the Older Workers Benefit Protection Act of 1990 (<B><I>&#147;OWBPA</I></B>&#148;<B><I></I></B>); <B><I> </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) All rights and Claims of any other forms of discrimination and retaliation of any kind or nature whatsoever under federal,
state, or local law, including but not limited to Claims of discrimination and retaliation under Title VII of the Civil Rights Act of 1964, and the Americans With Disabilities Act (&#147;<B><I>ADA</I></B>&#148;); </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">26 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) All Claims, whether in contract or tort, arising out of Executive&#146;s
employment and Executive&#146;s separation from employment with the Corporation, including but not limited to any alleged breach of contract, breach of implied contract, wrongful or illegal termination, defamation, invasion of privacy, fraud,
promissory estoppel, and infliction of emotional distress; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) All Claims for any other compensation, including but not
limited to front pay, back pay, bonus, fringe benefits, vacation pay, other paid time off, severance pay, other severance benefits, incentive opportunity pay, other grants of incentive compensation, grants of stock, and stock options; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) All Claims under the Employee Retirement Security Act of 1974, as amended
(<B><I>&#147;ERISA</I></B>&#148;<B><I></I></B>), subject to Section&nbsp;4(c) herein; </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 Claims for any other
alleged unlawful employment practices arising out of or relating to Executive&#146;s employment or separation from employment with the Corporation; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ix) All Claims for emotional distress, pain and suffering, compensatory damages, punitive damages, and liquidated damages; and
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) All Claims for reinstatement or re-employment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Executive will not commence any civil actions against the Corporation except as necessary to enforce his obligations under this Agreement
and the Employment Agreement. The Severance that Executive is receiving in the Employment Agreement has a value that is greater than anything to which Executive is entitled. Other than what Executive is receiving in the Employment Agreement, the
Corporation owes Executive nothing else in return for Executive&#146;s Obligations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) Executive relinquishes any right to future
employment with the Corporation, and the Corporation shall have the right to refuse to re-employ Executive without liability. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d)
Executive agrees to continue to adhere to the terms and conditions set forth in Article III (Covenants) of the Employment Agreement. Executive agrees that such terms and conditions are reasonable and necessary to protect the legitimate interests of
the Corporation and that any violation of Article III of the Employment Agreement by Executive may cause substantial and irreparable harm to the Corporation. Executive agrees that the Corporation may seek any remedies set forth in
Section&nbsp;2.7(a)(vii), Section&nbsp;2.7(e)(vii), and/or Article III of the Employment Agreement should Executive violate Article III of the Employment Agreement. The Corporation and Executive specifically agree that Section&nbsp;2.7(a)(vii),
Section&nbsp;2.7(e)(vii), and Article III of the Employment Agreement are incorporated hereto by reference and integrated herein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.
<U>Certain Definitions</U>. For purposes of Section&nbsp;2, &#147;<B><I>Executive</I></B>&#148; means Donald E. Thomas and any person or entity that has or obtains any legal rights or claims through Donald E. Thomas. Further, the
&#147;<B><I>Corporation</I></B>&#148; means Regional Management Corp. and any parent, subsidiary, and affiliated organization or entity in the present or past related to Regional Management Corp., and any past and present officers, directors,
members, governors, attorneys, employees, agents, insurers, successors, and assigns of, and any person who acted on behalf of or instruction of, Regional Management Corp. </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">27 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. <U>Other Provisions</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) The Corporation has paid or will pay Executive in full for all reimbursable business expenses, earned annualized salary, earned unpaid
bonus pay, and any other earnings through the last day of Executive&#146;s employment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) This Agreement does not prohibit Executive
from filing an administrative charge of discrimination with, or cooperating or participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission or other federal or state regulatory or law enforcement agency.
However, Executive agrees not to seek or accept any money damages or other relief should any such charge be filed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) Nothing in this
Agreement affects Executive&#146;s rights in any qualified retirement or welfare benefit plan or program in which Executive was a participant while employed by the Corporation. The terms of such plans and programs control Executive&#146;s rights
with respect thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) The Corporation will indemnify Executive as permitted by and pursuant to any agreement or policy that the
Corporation has adopted relating to indemnification of directors, officers, and employees, and as permitted by and pursuant to any provision of the Corporation&#146;s certificate or by-laws relating to such indemnification. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) Executive will continue to be covered as permitted by and pursuant to any policy of directors and/or officers liability insurance policy
on the terms and conditions of the applicable policy documents. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) Notwithstanding the foregoing, (i)&nbsp;nothing in this Agreement or
other agreement prohibits Executive from reporting possible violations of law or regulation to any federal, state, or local governmental agency or entity (the <B><I>&#147;Government Agencies</I></B>&#148;<B><I></I></B>), or communicating with
Government Agencies or otherwise participating in any investigation or proceeding that may be conducted by Government Agencies, including providing documents or other information, (ii)&nbsp;Executive does not need the prior authorization of the
Corporation to take any action described in (i), and Executive is not required to notify the Corporation that he has taken any action described in (i); and (iii)&nbsp;the Agreement does not limit Executive&#146;s right to receive an award for
providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, Executive will not be held criminally or civilly liable under any Government Agency&#146;s trade
secret law for the disclosure of a trade secret that (i)&nbsp;is made (A)&nbsp;in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B)&nbsp;solely for the purpose of reporting or
investigating a suspected violation or law, or (ii)&nbsp;is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the
reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual
does not disclose the trade secret except pursuant to court order. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(g) The terms and obligations of the Employment Agreement and this
Agreement shall inure to the benefit of Executive&#146;s heirs and estate. </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">28 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5. <U>Executive&#146;s Rights to Counsel, Consider, Revoke, and Rescind</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) The Corporation hereby advises Executive to consult with an attorney prior to signing this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Executive further understands that Executive has 21 days to consider Executive&#146;s release of rights and claims of age discrimination
under the ADEA and OWBPA, beginning the date on which Executive receives this Agreement. Executive agrees that he was provided this Agreement on
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 20<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>for consideration. If Executive signs
this Agreement, Executive understands that Executive is entitled to revoke Executive&#146;s release of any rights or claims under the ADEA and OWBPA within seven days after Executive has executed it, and Executive&#146;s release of any rights or
claims under the ADEA and OWBPA will not become effective or enforceable until the seven-day period has expired. To revoke such release, Executive must put the rescission in writing and deliver it to the Corporation by hand or mail within the
seven-day period. If Executive delivers the rescission by mail, it must be: (i)&nbsp;postmarked within seven calendar days after the date on which Executive signs this Agreement; (ii)&nbsp;addressed to the Corporation, c/o General Counsel, 979
Batesville Road, Suite B, Greer, SC 29651; and (iii)&nbsp;sent by certified mail return receipt requested. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">If Executive revokes or
rescinds Executive&#146;s waivers of discrimination claims as provided above, Executive shall not be entitled to receive the Severance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. <U>Non-Admission</U>. The Corporation and Executive enter into this Agreement expressly disavowing fault, liability, and wrongdoing,
liability at all times having been denied. Neither this Agreement, nor anything contained in it, will be construed as an admission by either of them of any liability, wrongdoing, or unlawful conduct whatsoever. If this Agreement is not executed, no
term of this Agreement will be deemed an admission by either party of any right that he/it may have with or against the other. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. <U>No
Oral Modification or Waiver</U>. This Agreement may not be changed orally. No breach of any provision hereof can be waived by either party unless in writing. Waiver of any one breach by a party will not be deemed to be a waiver of any other breach
of the same or any other provision hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. <U>Governing Law</U>. This Agreement will be governed by the substantive laws of the State
of Delaware without regard to conflicts of law principles. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. <U>Forum Selection, Jurisdiction, and Venue</U>. Executive and the
Corporation 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, without jury, 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10. <U>Counterparts</U>. This Agreement may be executed in any number of counterparts, each such counterpart will be deemed to be an original
instrument, and all such counterparts together will constitute but one agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11. <U>Blue Pencil Doctrine</U>. In the event that any
provision of this Agreement is unenforceable under applicable law, the validity or enforceability of the remaining provisions will not be affected. To the extent any provision of this Agreement is judicially determined to be unenforceable, a court
of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this Agreement will, where possible, be interpreted so as to sustain its legality and enforceability. </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">29 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12. <U>Agreement Freely Entered Into</U>. Executive and the Corporation have voluntarily and free
from coercion entered into this Agreement. Each has read this Agreement carefully and understands all of its terms, and has had the opportunity to discuss this Agreement with his/its own attorney prior to its execution. In agreeing to sign this
Agreement, neither party has relied on any statements or explanations made by the other party, their respective agents, or attorneys except as set forth in this Agreement. Both parties agree to abide by this Agreement. </P>
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 <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
dates set forth below. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" COLSPAN="3">Donald E. Thomas</TD></TR>
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<TD VALIGN="top">Dated:</TD>
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<TD VALIGN="top" COLSPAN="5">Regional Management Corp.</TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.4 </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 August&nbsp;30, 2017 (the &#147;<B><I>Effective
Date</I></B>&#148;), between Daniel J. Taggart (&#147;<B><I>Executive</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 Executive as Senior Vice President and Chief Risk 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 Executive with appropriate incentives and rewards related to the performance by Executive and to
encourage the continued employment of Executive in the service of the Corporation, and Executive 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 Executive desire to enter into an employment agreement, as evidenced in this Agreement, to reflect the terms of
Executive&#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, in consideration of the premises and mutual covenants contained herein and for other good
and valuable consideration, the receipt and sufficiency of which is mutually acknowledged, 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>2015 Plan</I></B>&#148;: as defined in Section&nbsp;2.4(c). </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>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</I></B>&#148; 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">(c) &#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">(d) &#147;<B><I>Annual Bonus</I></B>&#148;: as defined in Section&nbsp;2.4(b).<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">(e) &#147;<B><I>Annual Incentive Plan</I></B>&#148;: the Annual Incentive Plan of the Corporation or any successor plan
thereto, as amended and/or restated. </P>

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 <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>Average Bonus</I></B>&#148;: the average of the Annual Bonus paid
to Executive for each of the three fiscal years preceding the year in which Executive&#146;s Termination Date occurs (or the average of such lesser number of full fiscal year periods that Executive is employed if less than three full fiscal years
prior to 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">(g) &#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">(h) &#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, and &#147;<B><I>Business Services</I></B>&#148; means the services related to the Business. </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>Cause</I></B>&#148;: (i)&nbsp;the willful or grossly negligent material failure by Executive to perform his
duties hereunder (other than arising due to Executive&#146;s Disability); (ii)&nbsp;the conviction of Executive, or the entering into a plea bargain or plea of <I>nolo contendere </I>by Executive, of any felony, or of a misdemeanor 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 Executive to comply substantially with any lawful
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 Executive of the financial records
of the Corporation or its Subsidiaries or complicit actions in respect thereof; (vi)&nbsp;the material breach by Executive of any of the terms of this Agreement; (vii)&nbsp;Executive&#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 knowing failure to disclose material financial or other information to the Board; or (ix)&nbsp;Executive&#146;s engagement in conduct
that results in Executive&#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, Section&nbsp;954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or other applicable laws, rules, or regulations, but, in each case
for clauses (i)&nbsp;through (ix)&nbsp;herein, only if (1)&nbsp;Executive 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), Executive has failed to cure within 30&nbsp;days of written notice to Executive, (2)&nbsp;such written notice is provided to
Executive 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 Executive 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 Executive 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;Executive 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 Executive 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(i), &#147;Cause&#148; will not be deemed to have occurred solely as a result of Executive&#146;s failure to follow any Corporation policy or any Corporation instruction to Executive that would
permit Executive to terminate this Agreement under Section&nbsp;2.7(a) because such policy or instruction constitutes Good Reason. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) <B><I>&#147;Change of Control&#148;</I></B>: except as may be otherwise
required, if at all, under Code Section&nbsp;409A, the occurrence of any of the following: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) any entity or person shall
have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%)&nbsp;of the total voting power of the Corporation&#146;s then outstanding voting stock; </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 consummation of (A)&nbsp;a merger, consolidation, recapitalization, or reorganization of the Corporation (or similar
transaction involving the Corporation), in which the holders of the Corporation&#146;s common stock immediately prior to the transaction have voting control over less than fifty percent (50%)&nbsp;of the voting securities of the surviving
corporation immediately after such transaction, or (B)&nbsp;the sale or disposition of all or substantially all of the assets of the Corporation; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) a change in a majority of the Board within a 12-month period unless the nomination for election by the Corporation&#146;s
stockholders or the appointment of each new director was approved by the vote of two-thirds of the members of the Board (or a committee of the Board, if nominations are approved by a Board committee rather than the Board) then still in office who
were in office at the beginning of the 12-month period. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">For the purposes of the definition of &#147;Change of
Control,&#148; the term &#147;<B><I>person</I></B>&#148; shall mean any individual, corporation, partnership, group, association, or other person, as such term is defined in Section&nbsp;13(d)(3) or Section&nbsp;14(d)(2) of the Securities Exchange
Act of 1934, as amended, other than the Corporation, a subsidiary of the Corporation, or any employee benefit plan(s) sponsored or maintained by the Corporation or any subsidiary thereof, and the term &#147;<B><I>beneficial owner</I></B>&#148; shall
have the meaning given the term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">For the purposes of
clarity, a transaction shall not constitute a Change of Control if its principal purpose is to change the state of the Corporation&#146;s incorporation, create a holding company that would be owned in substantially the same proportions by the
persons who held the Corporation&#146;s securities immediately before such transaction, or is another transaction of other similar effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:8%; font-size:10pt; font-family:Times New Roman">Notwithstanding the preceding provisions, in the event that any compensation paid under this Agreement is deemed to be deferred
compensation subject to (and not exempt from) the provisions of Code Section&nbsp;409A, then payment to be made upon a Change of Control may be permitted, in the Board&#146;s discretion, upon the occurrence of one or more of the following events (as
they are defined and interpreted under Code Section&nbsp;409A): (A)&nbsp;a change in the ownership of the Corporation; (B)&nbsp;a change in effective control of the Corporation; or (C)&nbsp;a change in the ownership of a substantial portion of the
assets 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">(k) &#147;<B><I>COBRA</I></B>&#148;: as defined in Section&nbsp;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">(l) &#147;<B><I>Code</I></B>&#148;: the Internal Revenue Code of 1986, as amended, or any successor thereto. Any reference
herein to a specific Code section shall be deemed to include all related regulations or other guidance with respect to such Code section. </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>Company Satellite Office</I></B>&#148;: the Corporation&#146;s satellite office, currently located at 400
Parker Square, Suite 205, Flower Mound, Texas 75028. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) &#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">(o) &#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">(p) &#147;<B><I>Corporation</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>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">(r) &#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">(s) &#147;<B><I>Disability</I></B>&#148;: a physical or mental impairment that prevents Executive from performing one or more
essential functions of his job hereunder, whether with or without reasonable accommodation, (i)&nbsp;for at least 90 consecutive calendar days or for shorter periods of time aggregating 90 or more calendar days in any 12-month period, or
(ii)&nbsp;where a licensed physician mutually selected by Executive and the Corporation (with the Corporation responsible for any expenses related thereto) determines that the timeline for Executive&#146;s return to full duty is indeterminable, is
indefinite, or is likely to exceed a 90-day period; provided, however, that if Executive and the Corporation cannot agree upon a mutually acceptable licensed physician, then the determination of whether a &#147;Disability&#148; has occurred shall be
made by the majority vote of a panel of three licensed physicians, with one physician selected by Executive, one physician selected by the Corporation, and the third physician mutually agreed upon by the two physicians selected by Executive and the
Corporation respectively (with each party responsible for his or its related expenses and the parties being equally responsible for the expenses related to the services of the third physician). </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>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">(u) &#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">(v) &#147;<B><I>Estate</I></B>&#148;: as defined in Section&nbsp;2.7(d). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) &#147;<B><I>Executive</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">(x) &#147;<B><I>Exempt Person</I></B>&#148;: as defined in Section&nbsp;3.2(g). </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>Good Reason</I></B>&#148;: the termination of Executive&#146;s employment by Executive which is due to
(i)&nbsp;a material diminution of Executive&#146;s responsibilities, position (as Chief Risk Officer of the Corporation, its successor, or ultimate parent entity), office, title, reporting relationships or working conditions, authority or duties, or
the assignment to Executive of titles, authority, duties, or responsibilities that are materially inconsistent with this Agreement and are a material diminution from his title and position as Chief Risk Officer of the Corporation; (ii)&nbsp;a
material adverse change in the terms or status (including, but not limited to, any reduction of the Employment Period) of this Agreement; (iii)&nbsp;a material reduction in Executive&#146;s compensation package provided herein, including Salary,
Target Bonus, bonus opportunities, or equity award opportunities (other than a reduction in 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, and subject in all cases to the discretion of the Compensation Committee and other terms of Section&nbsp;2.4(d) herein); or (iv)&nbsp;an
actual relocation of (A)&nbsp;the Company Satellite Office to a location outside of a 50-mile radius from its current location, if Executive&#146;s principal residence was established in the Dallas&#150;Fort Worth&#150;Arlington, TX Metropolitan
Area prior thereto, (B)&nbsp;the </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
Corporation&#146;s principal office to a location outside of a 50-mile radius from the current location of the Corporation&#146;s principal office at 979 Batesville, Road, Suite B, Greer, South
Carolina 29651, if Executive&#146;s principal residence was established in Greenville County, South Carolina prior thereto, or (C)&nbsp;the Corporation&#146;s principal office from Greenville County, South Carolina to any location outside of the
contiguous United States, if Executive&#146;s principal residence was not established in Greenville County, South Carolina prior thereto, and in each case of clauses (i)&nbsp;through (iv)&nbsp;herein, without the written consent of Executive.
Notwithstanding the preceding, for any of the foregoing events to constitute Good Reason, Executive must provide written notification of his intention to resign for Good Reason within 30 days after Executive knows or has reason to know of the
occurrence of any such event, and the Corporation shall have 30 days from the date of receipt of such notice to effect a cure of the condition constituting Good Reason, and, upon cure thereof by the Corporation, such event shall no longer constitute
Good Reason. </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>Government Agencies</I></B>&#148;: as defined in Section&nbsp;3.2(e). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) &#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">(bb) &#147;<B><I>Non-Compete Territory</I></B>&#148;: as defined in Section&nbsp;3.3. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) <B><I>[intentionally omitted]</I></B> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) &#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">(ee) <B><I>[intentionally omitted]</I></B> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) &#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">(gg) &#147;<B><I>Severance Period</I></B>&#148;: as defined in Section&nbsp;2.7(a)(ii). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) &#147;<B><I>Stock Plan</I></B>&#148;: as defined in Section&nbsp;2.4(c). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) &#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 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">(jj) &#147;<B><I>Target Bonus</I></B>&#148;: as defined in Section&nbsp;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">(kk) &#147;<B><I>Termination Date</I></B>&#148;: as defined in Section&nbsp;2.1. </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>


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 <P STYLE="margin-top:0pt; 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>. Executive&#146;s employment with the Corporation commenced on January&nbsp;5, 2015. The Corporation shall
continue to employ Executive, and Executive accepts continued employment with the Corporation, upon the terms and conditions set forth in this Agreement. The term of the Agreement shall commence on the Effective Date, and the Agreement will
terminate on the third anniversary of the Effective Date, 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; and the date on which Executive&#146;s employment 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>. Executive will be an employee of, and serve as the Senior Vice President and Chief Risk Officer
of, the Corporation and will report directly to the Chief Executive Officer of the Corporation. In such capacity, Executive will perform such duties and exercise such powers that are consistent with the position of Senior Vice President and Chief
Risk Officer in accordance with the amended and restated bylaws of the Corporation and as are assigned to Executive by the Chief Executive Officer of the Corporation or the Board. Executive 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) Executive will devote all of 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, Executive 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. Executive agrees to comply with all lawful rules and policies established by the
Corporation and its Subsidiaries throughout the Employment Period. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Provided that the following activities do not
interfere with Executive&#146;s duties and responsibilities as Chief Risk Officer of the Corporation, Executive may (i)&nbsp;engage in charitable and community affairs, trade activities, and trade organizations, and teach and/or lecture, so long as
such activities are consistent with his duties and responsibilities under this Agreement, (ii)&nbsp;manage his personal investments, and (iii)&nbsp;serve on the boards of directors of other companies with the Board&#146;s prior written consent
(which will not be unreasonably withheld). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Executive 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 Executive&#146;s services under this Agreement, the Corporation will pay to Executive an annualized base
salary (&#147;<B><I>Salary</I></B>&#148;) of $318,000 (prorated for any 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 (or 366 in a leap year)).
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. Executive&#146;s Salary will be payable to Executive 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">6 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Annual Bonus</U>. For each calendar year during the Employment Period,
Executive shall be eligible for participation in the Annual Incentive Plan with a target bonus thereunder equal to no less than one hundred percent (100%)&nbsp;of Executive&#146;s Salary in effect at the beginning of the calendar year (the
&#147;<B><I>Target Bonus</I></B>&#148;) and which will be prorated for any partial year based on a fraction, the numerator of which shall be the number of days employed in such partial year and the denominator of which shall be 365 (or 366 in a leap
year). The Compensation Committee shall establish and communicate to Executive performance criteria for the Corporation and/or Executive and one or more formula(s) for determining the annual bonus, if any, earned by Executive under the Annual
Incentive Plan (the &#147;<B><I>Annual Bonus</I></B>&#148;) for each calendar year. Unless otherwise addressed in Section&nbsp;2.7, if Executive is employed by the Corporation in good standing on the last day of the applicable calendar year,
Executive will be entitled to receive an Annual Bonus for such year in an amount determined in accordance with such formula(s) set by the Compensation Committee based on the actual performance of the Corporation and/or Executive relative to the
performance criteria established by the Compensation Committee for that year. Any Annual Bonus due to Executive pursuant to this Section&nbsp;2.4(b) shall be paid in cash in a lump sum no later than March&nbsp;14<SUP
STYLE="font-size:85%; vertical-align:top">th</SUP> of the calendar year following the calendar year during which Executive&#146;s right to the Annual Bonus vests (or otherwise in a manner compliant with, or exempt from, Section&nbsp;409A of the
Code). Unless otherwise addressed under Section&nbsp;2.7, Annual Bonus entitlement vests and is fully payable if Executive is employed by the Corporation on the last day of the applicable calendar year, even if Executive is no longer employed at the
time the Annual 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>Long-Term Incentive Compensation</U>. Subject to Section&nbsp;2.4(d)
herein and Executive&#146;s continued employment, Executive shall be eligible to participate in and receive long-term incentive, equity, and/or equity-based awards under the Corporation&#146;s 2015 Long-Term Incentive Plan, as amended and/or
restated (the &#147;<B><I>2015 Plan</I></B>&#148;), or any successor or other applicable plan or arrangement (the 2015 Plan and such other plans or arrangements collectively, the &#147;<B><I>Stock Plan</I></B>&#148;), in the sole discretion of the
Board or the Compensation Committee. Any such long-term incentive or equity awards described herein shall be subject to the terms of the Stock Plan and applicable award agreements in form acceptable to the Compensation Committee and such other terms
as may be established by the Compensation Committee. </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>Future Compensation Opportunities</U>. Commencing in 2018, and
for the remainder of the Employment Period, the Corporation undertakes and agrees to provide Executive with an annual Base Salary, cash incentive compensation opportunity, and equity incentive compensation opportunity of no less than $954,000 in the
aggregate (prorated for any partial year); provided, however, that (i)&nbsp;Executive&#146;s Salary shall be subject to the provisions of Section&nbsp;2.4(a) herein, (ii)&nbsp;the Compensation Committee shall have sole discretion to determine any
allocation between cash incentive opportunities and equity incentive opportunities, (iii)&nbsp;such cash incentive opportunities and equity incentive opportunities shall be subject to the terms of the applicable Corporation plan (including the
Annual Incentive Plan and/or the Stock Plan) and any related award agreement, including any performance or multi-year service criteria established by the Compensation Committee under any such plan or award agreement, and (iv)&nbsp;the Compensation
Committee shall have sole discretion to determine if and to the extent that any such equity incentive opportunities and/or cash incentive opportunities are deemed earned and payable based on the attainment of performance criteria and such other
terms and conditions as may be established by the Compensation Committee (including, without limitation, multi-year vesting requirements if applicable under any such plan or award agreement and so determined by the Compensation Committee). </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>


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 <P STYLE="margin-top:0pt; 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, Executive shall
be entitled to participate in all pension, medical, disability, retirement, and other benefit plans and programs generally available to the Corporation&#146;s other employees, provided that Executive meets all eligibility requirements under those
plans and programs. Executive 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, Executive will not during the Employment Period be entitled to participate in any severance pay plan of the Corporation. Executive&#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>. Executive shall be entitled to paid vacation time of not less than 20
business days for each calendar year of the Employment Period (prorated for any partial year, based on a fraction, the numerator of which shall be the number of days employed in such partial year and the denominator of which shall be 365 (or 366 in
a leap year)). Executive 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 Executive from one calendar year to the next, except as otherwise provided in the policies of the Corporation applicable to its executive management. 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 Executive for all
reasonable expenses incurred in connection with the performance of Executive&#146;s duties hereunder or for promoting, pursuing, or otherwise furthering the Business of the Corporation, including Executive&#146;s reasonable expenses for travel
(including reasonable expenses associated with Executive&#146;s periodic travel between the Company Satellite Office and the Corporation&#146;s headquarters in Greenville County, South Carolina), entertainment, and similar items. Executive
acknowledges and agrees that the provisions of Section&nbsp;2.5(d) below provide the exclusive reimbursement terms for Executive&#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 Executive&#146;s employment with the Corporation must be incurred by Executive during the term of employment&nbsp;or service to the Corporation and must be in accordance with the
Corporation&#146;s expense reimbursement policies. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. 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 Executive&#146;s taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to
liquidation or exchange for other benefits. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <U>Mileage Reimbursement</U>. The Corporation will, in accordance with the
Corporation&#146;s general personal vehicle use reimbursement policy (and consistent with the provisions of Section&nbsp;2.5(c) herein), reimburse Executive an amount equal to $0.535 (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 personal car in connection with the performance of his duties as an employee 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) <U>Use of Mobile Phone</U>. The Corporation will, at its option, either (i)&nbsp;provide Executive with a mobile phone
(including monthly service fees), the reasonable costs of which shall be paid by the Corporation directly to the service provider, or (ii)&nbsp;reimburse Executive for the expense that Executive incurs in providing for his own mobile phone, not to
exceed $75 per month (or such higher amount as may apply pursuant to the Corporation&#146;s mobile phone reimbursement policy as it may be in effect from time to time). </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>Disability Insurance Premiums</U>. The Corporation may, at its option, provide Executive with the opportunity to elect
to include the amount of any disability insurance premiums paid by the Corporation pursuant to any disability insurance, plan, or policy provided by the Corporation to or for the benefit of Executive as taxable income to Executive. If Executive so
elects, the Corporation shall pay to Executive an additional amount necessary to put Executive in substantially the same after-tax position that he would have been in had he not elected to include such disability insurance premiums in income (taking
into account all federal, state, and local income and employment taxes due as a result of the inclusion of such disability insurance premiums in income). Payment of the additional amount, if any, shall be made to Executive in the same pay periods in
which the disability insurance premiums are included in income. </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 Executive or required by law. Executive 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>. </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 or by Executive for Good Reason</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) <U>Notice of Termination</U>. The Corporation may terminate Executive&#146;s employment hereunder without Cause at any
time, upon 30 calendar days&#146; written notice to Executive. Executive may terminate Executive&#146;s employment hereunder for Good Reason upon 30 calendar days&#146; written notice to the Corporation, subject to the additional notice provisions
of Section&nbsp;1.1(y) herein. The Corporation may elect to pay to Executive his portion of Salary for the notice period in lieu of permitting Executive to continue working. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) <U>Severance Payments</U>. If Executive is terminated by the Corporation without Cause or if Executive terminates his
employment for Good Reason, the Corporation will pay to Executive (A)&nbsp;accrued but unpaid Salary through the Termination Date, (B)&nbsp;an amount equal to Executive&#146;s Salary in effect on the Termination Date, to be paid over 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;), (C)&nbsp;an amount equal to Executive&#146;s Average Bonus as determined as of the Termination Date, to be paid over
the Severance Period, (D)&nbsp;a pro-rata portion of the Annual Bonus for the year in which Executive&#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 Executive was employed by the Corporation), plus, if Executive&#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 (E)&nbsp;COBRA premiums as described in Section&nbsp;2.7(f). </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) <U>Change of Control Adjustment</U>. If Executive is terminated by the
Corporation without Cause or if Executive terminates his employment for Good Reason, and such termination occurs within six (6)&nbsp;months before or one (1)&nbsp;year after the effective date of a Change of Control, the amounts described in
Section&nbsp;2.7(a)(ii)(B)&#150;(C) shall be increased by a factor of one hundred percent (100%)&nbsp;(for a total of 200% of Salary and Average Bonus). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) <U>Timing of Payments</U>. The payment required by Section&nbsp;2.7(a)(ii)(A) will be made as and at such times as
Executive would have otherwise received his Salary had he remained an employee of the Corporation (that is, in accordance with Corporation payroll practices). The payments required by Section&nbsp;2.7(a)(ii)(B)&#150;(C) will be made in equal
installments over the Severance Period as and at such times as Executive would have otherwise received his Salary had he remained an employee of the Corporation (that is, in accordance with Corporation payroll practices), subject to execution of an
irrevocable release as provided in Section&nbsp;4.18 and provided that such amounts shall be paid commencing with the first payroll date that occurs on or after 45 calendar days following the Termination Date. Any additional amounts payable pursuant
to Section&nbsp;2.7(a)(iii) attributable to a Change of Control occurring within six (6)&nbsp;months following Executive&#146;s termination of employment shall be added to the remaining balance of the amounts payable under
Section&nbsp;2.7(a)(ii)(B)&#150;(C) and shall be paid as provided in this Section&nbsp;2.7(a)(iv) over the remainder of the Severance Period. The payment required by Section&nbsp;2.7(a)(ii)(D) will be made as and at such time as Executive would have
otherwise received his Annual Bonus had he remained an employee of the Corporation, subject to execution of an irrevocable release as provided in Section&nbsp;4.18. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) <U>Additional Payments</U>. In addition, the Corporation will pay to Executive all unreimbursed expenses incurred by
Executive prior to his termination pursuant to Section&nbsp;2.7(a)(i) for which Executive is entitled to reimbursement pursuant to and in accordance with Section&nbsp;2.5(c). Further, during the Severance Period, the Corporation shall pay reasonable
outplacement service expenses of Executive in an amount not to exceed $25,000. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) <U>Liquidated Damages</U>. The
payments to be made in accordance with this Section&nbsp;2.7(a) will constitute liquidated damages, and Executive 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). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) <U>Compliance with Article III</U>. Further, the Corporation&#146;s obligation to make any
payments under this Section&nbsp;2.7(a), except for accrued but unpaid Salary through the Termination Date, any Annual Bonus that was previously earned but unpaid as of the Termination Date, and reimbursement of unreimbursed expenses, is contingent
upon Executive&#146;s compliance with Article III herein, and Executive and the Corporation agree that the Corporation shall have the right, in addition to any other rights of the Corporation, to terminate or suspend such payments in the event of
Executive&#146;s breach of Article III herein. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(viii) <U>Termination of Agreement</U>. Upon termination of Executive&#146;s
employment pursuant to this Section&nbsp;2.7(a), except for the payments required by this Section&nbsp;2.7(a) or as required by applicable law, the Corporation will have no additional obligations to Executive hereunder or otherwise and, except as
otherwise provided in this Agreement (including but not limited to Executive&#146;s obligations under Article III herein), 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">(b) <U>Termination by the Corporation for Cause</U>. The Corporation will have the right to terminate Executive&#146;s
employment hereunder for Cause upon written notice to Executive and Executive&#146;s failure to cure during any applicable cure period as set forth in this Agreement. If Executive&#146;s employment is terminated for Cause, the Corporation will pay
to Executive (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 Executive prior to the Termination Date for which Executive is
entitled to reimbursement pursuant to and in accordance with Section&nbsp;2.5(c). Upon termination of Executive&#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 Corporation will have no additional obligations to Executive hereunder or otherwise and, except as otherwise provided in this Agreement (including but not limited to Executive&#146;s obligations under Article III herein), 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 Executive</U>. If Executive
voluntarily terminates his employment, the Corporation will pay to Executive (i)&nbsp;accrued but unpaid Salary through the Termination Date, (ii)&nbsp;if Executive&#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 Executive prior to the Termination Date for which
Executive is entitled to reimbursement pursuant to and in accordance with Section&nbsp;2.5(c). Upon termination of Executive&#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 Executive hereunder or otherwise and, except as otherwise provided in this Agreement (including but not limited to Executive&#146;s obligations under Article III
herein), 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>Termination by Death of Executive</U>. If Executive dies during the
Employment Period, the Corporation will pay to such Person or Persons as Executive may designate in writing or, in the absence of such designation, to the estate of Executive (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 Executive&#146;s death, (ii)&nbsp;expenses incurred by Executive prior to his death for which Executive 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 Executive&#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 Executive was employed by the Corporation), plus, if Executive&#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 Executive&#146;s death. Any Annual Bonus will be paid as and at such times as Executive
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 Executive, and all rights of Executive 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: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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) <U>Termination for Disability</U>. Executive acknowledges and agrees that his
position is unique and critical to the Corporation and that the Corporation would suffer grievous economic injury or other undue hardship if Executive becomes unable to perform one or more essential functions of his job due to a Disability, as
defined by Section&nbsp;1.1(s). The parties, therefore, agree to the following termination section to avoid grievous economic injury and/or other undue hardship to the Corporation in the event of the Disability of Executive. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) <U>Notice of Termination</U>. Subject to a municipal, state, or federal law expressly providing to the contrary, the
Corporation will have the right to terminate Executive&#146;s employment hereunder at any time upon the Disability of Executive during the Employment Period. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) <U>Severance Payments</U>. If Executive&#146;s employment is terminated because of Executive&#146;s Disability, the
Corporation will pay to Executive (A)&nbsp;accrued but unpaid Salary through the Termination Date, (B)&nbsp;an amount equal to Executive&#146;s Salary in effect on the Termination Date, to be paid over the Severance Period, (C)&nbsp;an amount equal
to Executive&#146;s Average Bonus as determined as of the Termination Date, to be paid over the Severance Period, (D)&nbsp;a pro-rata portion of the Annual Bonus for the year in which Executive&#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 Executive&#146;s termination due to Disability occurs and pro-rating such amount by the portion of such year
Executive was employed by the Corporation), plus, if Executive&#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, and (E)&nbsp;COBRA
premiums as described in Section&nbsp;2.7(f). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) <U>Timing of Payments</U>. The payment required by
Section&nbsp;2.7(e)(ii)(A) will be made as and at such times as Executive would have otherwise received his Salary had he remained an employee of the Corporation (that is, in accordance with Corporation payroll practices). The payments required by
Section&nbsp;2.7(e)(ii)(B)&#150;(C) will be made in equal installments over the Severance Period as and at such times as Executive would have otherwise received his Salary had he remained an employee of the Corporation (that is, in accordance with
Corporation payroll practices), subject to execution of an irrevocable release as provided in Section&nbsp;4.18 and provided that such amounts shall be paid commencing with the first payroll date that occurs on or after 45 calendar days following
the Termination Date. The payment required by Section&nbsp;2.7(e)(ii)(D) will be made as and at such time as Executive would have otherwise received his Annual Bonus had he remained an employee of the Corporation, subject to execution of an
irrevocable release as provided in Section&nbsp;4.18. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) <U>Additional Payments</U>. In addition, the Corporation will
pay to Executive all unreimbursed expenses incurred by Executive prior to his termination pursuant to Section&nbsp;2.7(e)(i) for which Executive is entitled to reimbursement pursuant to and in accordance with Section&nbsp;2.5(c). Further, during the
Severance Period, the Corporation shall pay reasonable outplacement service expenses of Executive in an amount not to exceed $25,000. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) <U>Offset for Disability Benefits</U>. The payment obligations of the Corporation set forth in this Section&nbsp;2.7(e)
will be reduced by the amount of any disability benefits paid to Executive pursuant to any disability insurance, plan, or policy provided by the Corporation. In the event that any such disability insurance, plan, 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">12 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
policy pays disability benefits to Executive that are not subject to local, state, or federal taxation, the payment obligations of the Corporation set forth in this Section&nbsp;2.7(e) will be
reduced by an amount equal to the gross taxable amount that the Corporation would have been required to pay in order to yield the net, after-tax benefit that Executive actually received pursuant to the disability insurance, plan, or policy. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) <U>Liquidated Damages</U>. The payments to be made in accordance with this Section&nbsp;2.7(e) will constitute liquidated
damages, and Executive 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(e). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) <U>Compliance with Article III</U>. Further, the Corporation&#146;s obligation to make any payments under this
Section&nbsp;2.7(e), except for accrued but unpaid Salary through the Termination Date, any Annual Bonus that was previously earned but unpaid as of the Termination Date, and reimbursement of unreimbursed expenses, is contingent upon
Executive&#146;s compliance with Article III herein, and Executive and the Corporation agree that the Corporation shall have the right, in addition to any other rights of the Corporation, to terminate or suspend such payments in the event of
Executive&#146;s breach of Article III herein. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(viii) <U>Termination of Agreement</U>. Upon termination of
Executive&#146;s employment pursuant to this Section&nbsp;2.7(e), except for the payments required by this Section&nbsp;2.7(e) or as required by applicable law, the Corporation will have no additional obligations to Executive hereunder or otherwise
and, except as otherwise provided in this Agreement (including but not limited to Executive&#146;s obligations under Article III herein), 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">(f) <U>Payment of COBRA Premiums; No Effect on Vested and Accrued Benefits</U>. During the Severance Period and provided that
Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (&#147;<B><I>COBRA</I></B>&#148;), the Corporation shall reimburse Executive for the monthly COBRA premium paid by
Executive for himself and his dependents for continuation coverage under the Corporation&#146;s group medical plan; provided, however, that if at any time during the Severance Period Executive becomes eligible 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 Executive for his COBRA premium payments shall terminate
immediately. Such reimbursement shall be paid to Executive on the 20<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day of the month immediately following the month in which Executive 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 Executive&#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 Executive is entitled under the terms of any such benefit plan or program of the Corporation in respect of which Executive is a participant 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">(g) <U>No Mitigation; No Offset</U>. In the event of any termination of Executive&#146;s employment
under this Section&nbsp;2.7, Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due Executive under this Agreement on account of any compensation attributable to any subsequent employment
that he may obtain, except as specifically provided in this Section&nbsp;2.7. Notwithstanding anything contained in this Agreement to the contrary, any compensation and/or benefits payable to Executive under any
</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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
other severance or change-in-control plan, program, policy, or arrangement of the Corporation in which Executive is a participant (other than the Corporation&#146;s 2011 Stock Incentive Plan, the
Stock Plan, or the Annual Incentive Plan, or any award granted thereunder) shall be reduced by the amount of all compensation and benefits payable under this Section&nbsp;2.7. </P>
<P STYLE="margin-top:24pt; 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 (if
applicable) prior thereto at any time that Executive was an employee, agent, director, or officer of or consultant to the Corporation or its Subsidiaries, Executive, 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;Executive 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 Executive to the Corporation or such Subsidiaries, as appropriate, and (ii)&nbsp;Executive will immediately disclose in
confidence all Corporation IP to the Corporation in writing. The Corporation shall have the right to use all such Corporation IP, whether original or derivative, in any matter it chooses without any related royalty, licensure, or other obligation.
Executive acknowledges that all such Corporation IP shall be considered as &#147;work made for hire&#148; as provided under the United States Copyright Act, 17 U.S.C. Section&nbsp;101, et seq., and shall belong exclusively to the Corporation.
Executive agrees further that in the event that any Corporation IP should be deemed not to be work made for hire belonging exclusively to the Corporation, he shall promptly assign and transfer such Corporation IP to the Corporation so that the
Corporation shall be, in fact, the exclusive owner. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Executive 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 Executive&#146;s availability and reimbursement by the Corporation of
Executive&#146;s reasonable out-of-pocket expenses and payment to Executive of a reasonable per diem to compensate Executive 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 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) Executive irrevocably appoints the Corporation as his attorney in his name (with full power of substitution and
re-substitution) 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: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>


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 <P STYLE="margin-top:0pt; 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) Executive acknowledges that during the Employment Period and (if applicable) prior thereto when he was an employee, agent,
director, or officer of or consultant to the Corporation, Executive has been given and will continue to have, in connection with the conduct of the Business, access and exposure to trade secrets and other 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 Executive while providing services to the Corporation or its Subsidiaries, or that
Executive cultivates or maintains while providing services to 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, as well as other such confidential information related to the Business to which Executive is exposed during the course of his employment or service; </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:6pt; 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 Executive 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 Executive;
(ii)&nbsp;was in the possession of or known to Executive prior to Executive&#146;s employment or other service 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, the Corporation; or (iv)&nbsp;was independently developed by Executive without use of or reference to the Corporation&#146;s Confidential Information. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) During the Employment Period and thereafter, Executive 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, Executive 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 Executive 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 Executive&#146;s duties under this Agreement, Executive 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Notwithstanding the foregoing, (i)&nbsp;nothing in this Agreement
or other agreement prohibits Executive from reporting possible violations of law or regulation to any federal, state, or local governmental agency or entity (the &#147;<B><I>Government Agencies</I></B>&#148;), or communicating with Government
Agencies or otherwise participating in any investigation or proceeding that may be conducted by Government Agencies, including providing documents or other information, (ii)&nbsp;Executive does not need the prior authorization of the Corporation to
take any action described in (i), and Executive is not required to notify the Corporation that he has taken any action described in (i); and (iii)&nbsp;the Agreement does not limit Executive&#146;s right to receive an award for providing information
relating to a possible securities law violation to the Securities and Exchange Commission. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Further, notwithstanding
the foregoing, Executive will not be held criminally or civilly liable under any Government Agency&#146;s trade secret law for the disclosure of a trade secret that (i)&nbsp;is made (A)&nbsp;in confidence to a federal, state, or local government
official, either directly or indirectly, or to an attorney, and (B)&nbsp;solely for the purpose of reporting or investigating a suspected violation of law, or (ii)&nbsp;is made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court
proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Further, Executive may disclose Confidential Information (i)&nbsp;to the extent required by a court of law, by any
governmental agency having supervisory authority over the business of the Corporation, or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose, or make accessible such
information (provided, however, that the Corporation is given reasonable prior notice of such proposed disclosure and a reasonable period of time to secure a protective order or take other action to protect such Confidential Information (at the
Corporation&#146;s expense)); or (ii)&nbsp;to Executive&#146;s spouse, attorney, and/or his personal tax and financial advisors as necessary 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">16 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
appropriate to advance Executive&#146;s tax, financial, and other personal planning (each, an &#147;<B><I>Exempt Person</I></B>&#148;), provided, however, that (A)&nbsp;each such Exempt Person is
notified of the confidential nature of the Confidential Information, (B)&nbsp;such disclosure to an Exempt Person does not violate applicable laws, rules, or regulations, and (C)&nbsp;any disclosure or use of Confidential Information by an Exempt
Person shall be deemed to be a breach of this Section&nbsp;3.2 by Executive. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.3 <U>Covenant Not to Compete</U>. Executive agrees that
during his employment with the Corporation, and for a period of one (1)&nbsp;year 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, (a)&nbsp;work, whether on a full-time, part-time, consulting, or contractor basis, as a Chief Risk Officer or in another capacity similar to his management position with the Corporation for, (b)&nbsp;provide Business Services consulting to,
(c)&nbsp;operate or manage, or (d)&nbsp;have an ownership interest in, any entity (including a sole proprietorship) in the Non-Compete Territory (as hereinafter defined) that provides Business Services that are competitive with those provided by the
Corporation or its Subsidiaries. Although Executive acknowledges that the market area of the Corporation and its Subsidiaries extends throughout much of the Southeastern, Southwestern, and mid-Atlantic areas of the United States and that he shall
regularly be exposed to customers, Loan Sources, and related Confidential Information throughout that market area, the restriction in this Section&nbsp;3.3 shall apply only to the area that is within a twenty-five (25)-mile radius of any branch or
other office of the Corporation or its Subsidiaries (&#147;<B><I>Non-Compete Territory</I></B>&#148;). Moreover, the restriction in this Section&nbsp;3.3 shall not prevent Executive from owning, for personal investment purposes, 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 Business Services Through or From 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) Executive agrees that during his employment with the Corporation, and for a period of one (1)&nbsp;year 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 Business Services 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 Business Services source that the
Corporation or its Subsidiaries uses at any time during the last year of Executive&#146;s employment with the Corporation and that Executive has contact with or learns Confidential Information about through 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) Executive agrees that during his employment with the Corporation, and for a period of one (1)&nbsp;year 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 for the purpose of providing Business Services that are
competitive with those provided by the Corporation or its Subsidiaries. </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>. Executive
agrees that during his employment with the Corporation, and for a period of one (1)&nbsp;year 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 any Corporation Employee for, or solicit any Corporation Employee for the purpose of offering employment with, any entity or person (including himself) 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 Executive&#146;s employment with the Corporation that Executive has contact with or learns Confidential Information about through his employment with 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">17 </P>


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 <P STYLE="margin-top:0pt; 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) Executive 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, 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. </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, 3.3, 3.4, or 3.5 above 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, 3.3, 3.4, or 3.5 above 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, 3.3, 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
Executive 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 Executive 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 Executive&#146;s employment, and thereafter, Executive 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,
except to the extent otherwise required by applicable laws, rules, or regulations or as appropriate in the exercise of the Board&#146;s fiduciary duties (as determined by the Board with advice of counsel), exercise reasonable efforts to cause the
following individuals to refrain from making any disparaging statements, orally or in writing, regarding Executive 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>. Executive 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: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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.9 <U>Breach of Restrictive Covenants</U>. Executive 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. Executive 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. Executive 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:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Without limitation, Executive 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 (including but in no way limited to the Corporation&#146;s rights under Sections 2.7(a) and (e)), apply,
consistent with Section&nbsp;4.7 below, for the immediate entry of an injunction restraining any actual or threatened breaches or violations of said provisions or terms by Executive. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; 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. Executive 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 Executive 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>Executive Representations</U>. Executive represents that the restrictions on his business provided in this Agreement are fair and
protect the legitimate business interests of the Corporation. Executive 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. In addition, Executive represents 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>. The
Corporation represents and warrants that it is fully authorized and empowered to enter into this Agreement and that the performance of its obligations under this Agreement will not violate any agreement between it and any other person, firm, or
organization. Executive represents he is not subject to any contractual or other obligations, including but not limited to any non-competition, non-solicitation, confidentiality, and/or other restrictive covenants, that preclude him from entering
into this Agreement or would in any way restrict his work activities as required under this Agreement. Executive represents further that 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 action should be initiated against the Corporation, Executive agrees to promptly indemnify
the Corporation for any resulting liability and costs, including attorneys&#146; fees, as they are incurred 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;4.4 and Section&nbsp;4.7 will survive termination of this Agreement regardless of whether such termination is initiated by the Corporation or Executive. In the
event of the termination of his employment with the Corporation and subsequent employment with, or work for, another entity or person, Executive agrees to notify the Corporation of his new employment or work, including the name and address of the
new employer or entity or person he intends to work for, before commencing work for the new employer or other entity or person. In addition, Executive authorizes the Corporation to provide notice of his obligations under this Agreement, including a
copy of this Agreement, to his new employer or other entity or person for whom he intends to work or provide services. </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>


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 <P STYLE="margin-top:0pt; 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="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) If to the Corporation, to: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Regional Management Corp. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">979 Batesville Road, Suite B </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Greer, SC 29651 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Facsimile No.: (864)&nbsp;729-4261 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Attention: General Counsel </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">With a copy to: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; 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%; text-indent:4%; font-size:10pt; font-family:Times New Roman">One Wells Fargo Center </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">301 South College Street, Suite 3500 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Charlotte, NC 28202-6037 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Facsimile No.: (704)&nbsp;338-7823 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Attention: Jane Jeffries Jones </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) If to Executive, to: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Regional Management Corp. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">979 Batesville Road, Suite B </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Greer, SC 29651 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Facsimile No.: (864)&nbsp;329-8392 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Attention: Daniel J. Taggart </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">With a copy to Executive&#146;s address on file with the Corporation. </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: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>


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 <P STYLE="margin-top:0pt; 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 Executive&#146;s attorney not to exceed $5,000 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>Indemnification</U>. The Corporation will provide indemnification no less favorable than that set forth in the Corporation&#146;s amended and restated bylaws as in effect on the Effective Date. The Corporation agrees to use its best efforts to
maintain a directors&#146; and officers&#146; liability insurance policy covering Executive to the extent the Corporation provides such coverage for its other executive officers and such policy is available on commercially reasonable terms.
Notwithstanding any indemnification rights provided under this Section&nbsp;4.4, Executive shall not be entitled to any indemnification as to any matter where the Corporation has brought an action or has otherwise asserted a claim against Executive
that Executive has breached this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.5 <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; provided, however, that Executive 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">4.6 <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:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.7 <U>Choice of Law; Forum Selection; Jury Waiver</U>. This
Agreement, including its interpretation, performance, breach, or any statutory or other claim relating to Executive&#146;s employment with the Corporation, the termination thereof, or his work for the Corporation, 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 statutory or other claim relating to Executive&#146;s employment with the Corporation, the termination thereof, or his work for the Corporation, shall be tried exclusively, without jury, 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.8 <U>Controlling Document</U>. Except with respect to the Stock Plan, the Corporation&#146;s 2011 Stock Incentive Plan, the Annual Incentive
Plan, or any award agreement under any such plan, if any provision of any agreement, plan, program, policy, arrangement, or other written document between or related to the Corporation and Executive conflicts with any provision of this Agreement,
the provision of this Agreement shall control and prevail. The provisions of the Stock Plan, the Corporation&#146;s 2011 Stock Incentive Plan, the Annual Incentive Plan, and any award agreements under such plans shall control over 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">21 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.9 <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">4.10 <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">4.11 <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">4.12 <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">4.13 <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">4.14 <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. Without
limiting the foregoing, the Parties hereby agree that the employment offer letter, dated January&nbsp;5, 2015, shall hereby be terminated and of no further force or effect, and that Executive shall have no rights to compensation or benefits
thereunder; provided, however, that notwithstanding the foregoing or any other provision of the Agreement to the contrary, Executive and the Corporation expressly agree that the terms of any long-term incentive award agreements outstanding as of the
Effective Date and granted under the Stock Plan or the Corporation&#146;s 2011 Stock Incentive Plan shall continue in accordance with their terms. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.15 <U>Full Understanding</U>. Executive represents and agrees that Executive fully understands Executive&#146;s right to discuss all aspects
of this Agreement with Executive&#146;s private attorney, and that to the extent, if any, that Executive desired, Executive utilized this right. Executive further represents and agrees that: (i)&nbsp;Executive has carefully read and fully
understands all of the provisions of this Agreement; (ii)&nbsp;Executive is competent to execute this Agreement; (iii)&nbsp;Executive&#146;s agreement to execute this Agreement has not been obtained by any duress, and Executive freely and
voluntarily enters </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">22 </P>


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into it; (iv)&nbsp;Executive is not subject to any covenants, agreements, or restrictions arising out of Executive&#146;s prior employment (other than with the Corporation) that would be breached
or violated by Executive&#146;s execution of this Agreement or performance of duties hereunder; and (v)&nbsp;Executive has read this document in its entirety and fully understands the meaning, intent, and consequences of this document. Executive
agrees and acknowledges that the obligations owed to Executive 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">4.16 <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;Executive 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 Executive upon a separation from service may not be made before the date that is six months after Executive&#146;s separation from service (or death, if earlier). To the extent that Executive 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 Executive during the six months following his separation from service, if any, will be accumulated and paid to Executive
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 Executive 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">4.17
<U>Compliance with Recoupment, Ownership, and Other Policies or Agreements</U>. As a condition to entering into this Agreement, Executive 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 Executive from time to time. In addition, Executive shall be subject to such compensation
recovery, recoupment, forfeiture, or other similar provisions as may apply at any time to Executive under applicable law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.18 <U>Waiver
and Release</U>. Executive acknowledges and agrees that the Corporation may at any time require, as a condition to receipt of benefits payable under this Agreement, including but not limited to the payment of termination benefits pursuant to
Sections 2.7(a), 2.7(d), 2.7(e), and 2.7(f) herein, that Executive (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, </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">23 </P>


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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 Executive&#146;s employment, or the ending of Executive&#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 substantially similar to the form of release attached to this Agreement as Exhibit A and shall be executed prior to the expiration of
the time period provided for payment of such benefits (including those provided under Section&nbsp;2.7 herein). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.19 <U>Tax Matters</U>.
The Corporation has made no warranties or representations to Executive 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.
Executive acknowledges that there may be adverse tax consequences related to the transactions contemplated hereby and that Executive should consult with his own attorney, accountant, and/or tax advisor regarding the decision to enter into this
Agreement and the consequences thereof. Executive 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 Executive. </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>
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 <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>
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<TD WIDTH="92%"></TD></TR>


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<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>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Peter R. Knitzer</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Name:&nbsp;&nbsp;Peter R. Knitzer</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Title:&nbsp;&nbsp;&nbsp;&nbsp;Chief Executive Officer</TD></TR>
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<TD HEIGHT="16" COLSPAN="3"></TD></TR>
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<TD VALIGN="top" COLSPAN="3"><B>EXECUTIVE</B></TD></TR>
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<TD HEIGHT="16" COLSPAN="3"></TD></TR>
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<TD VALIGN="top" COLSPAN="3" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Daniel J. Taggart</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Daniel J. Taggart</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>(Signature Page to Employment Agreement) </I></P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT A </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>RELEASE OF CLAIMS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This
Release of Claims (the &#147;<B><I>Agreement</I></B>&#148;) is made and entered into by and between Regional Management Corp. (the &#147;<B><I>Corporation</I></B>&#148;) and Daniel J. Taggart (&#147;<B><I>Executive</I></B>&#148;). </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BACKGROUND </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A. The
Corporation and Executive are parties to an Employment Agreement, dated as of August&nbsp;30, 2017 (the &#147;<B><I>Employment Agreement</I></B>&#148;) that, among its terms, provides that the Corporation will pay Executive certain
individually-tailored severance benefits (the &#147;<B><I>Severance</I></B>&#148;) under certain circumstances in connection with the termination of Executive&#146;s employment thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">B. Under the Employment Agreement, the Corporation is not obligated to pay the Severance unless Executive has signed a release of claims in
favor of the Corporation. The parties intend this Agreement to be that release of claims. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">NOW, THEREFORE, based on the foregoing and the
terms and conditions below, the Corporation and Executive, desiring to amicably resolve any and all existing and potential disputes between them as of the date each executes this Agreement, and in consideration of the obligations and undertakings
set forth below and intending to be legally bound, agree as follows. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <U>Corporation&#146;s Obligations</U>. In return for
&#147;<B><I>Executive&#146;s Obligations</I></B>&#148; (as defined in Section&nbsp;2 below), and provided that Executive signs this Agreement and does not exercise Executive&#146;s rights to revoke or rescind Executive&#146;s waivers of certain
discrimination claims (as described in Section&nbsp;5 below), the Corporation will pay to Executive the Severance. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Executive&#146;s
Obligations</U>. In return for the Corporation&#146;s Obligations in Section&nbsp;1 above, Executive knowingly and voluntarily agrees to the following: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) Executive hereby fully, finally, and forever releases, waives, and discharges, to the maximum extent that the law permits, any and all
legal, equitable, and administrative claims, actions, causes of action, suits, debts, accounts, judgments, and demands (collectively, &#147;<B><I>Claims</I></B>&#148;) against the Corporation or any of its direct or indirect subsidiaries or
affiliates that Executive has through the date on which Executive signs this Agreement. This full and final release, waiver, and discharge extends to all and each of every legal, equitable, and administrative Claim(s) of any kind or nature
whatsoever including, without limitation, the following: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) All Claims that Executive has now, whether Executive now
knows about or suspects such claims; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) All Claims for attorney&#146;s fees; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) All rights and Claims of age discrimination and retaliation under the Age Discrimination in Employment Act
(&#147;<B><I>ADEA</I></B>&#148;), as amended by the Older Workers Benefit Protection Act of 1990 (&#147;<B><I>OWBPA</I></B>&#148;); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) All rights and Claims of any other forms of discrimination and retaliation of any kind or nature whatsoever under federal,
state, or local law, including but not limited to Claims of discrimination and retaliation under Title VII of the Civil Rights Act of 1964, and the Americans With Disabilities Act (&#147;<B><I>ADA</I></B>&#148;); </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">26 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) All Claims, whether in contract or tort, arising out of Executive&#146;s
employment and Executive&#146;s separation from employment with the Corporation, including but not limited to any alleged breach of contract, breach of implied contract, wrongful or illegal termination, defamation, invasion of privacy, fraud,
promissory estoppel, and infliction of emotional distress; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) All Claims for any other compensation, including but not
limited to front pay, back pay, bonus, fringe benefits, vacation pay, other paid time off, severance pay, other severance benefits, incentive opportunity pay, other grants of incentive compensation, grants of stock, and stock options; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) All Claims under the Employee Retirement Security Act of 1974, as amended (&#147;<B><I>ERISA</I></B>&#148;), subject to
Section&nbsp;4(c) herein; </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 Claims for any other alleged unlawful employment practices arising out of or relating
to Executive&#146;s employment or separation from employment with the Corporation; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ix) All Claims for emotional distress,
pain and suffering, compensatory damages, punitive damages, and liquidated damages; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) All Claims for reinstatement
or re-employment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Executive will not commence any civil actions against the Corporation except as necessary to enforce his
obligations under this Agreement and the Employment Agreement. The Severance that Executive is receiving in the Employment Agreement has a value that is greater than anything to which Executive is entitled. Other than what Executive is receiving in
the Employment Agreement, the Corporation owes Executive nothing else in return for Executive&#146;s Obligations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) Executive
relinquishes any right to future employment with the Corporation, and the Corporation shall have the right to refuse to re-employ Executive without liability. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) Executive agrees to continue to adhere to the terms and conditions set forth in Article III (Covenants) of the Employment Agreement.
Executive agrees that such terms and conditions are reasonable and necessary to protect the legitimate interests of the Corporation and that any violation of Article III of the Employment Agreement by Executive may cause substantial and irreparable
harm to the Corporation. Executive agrees that the Corporation may seek any remedies set forth in Section&nbsp;2.7(a)(vii), Section&nbsp;2.7(e)(vii), and/or Article III of the Employment Agreement should Executive violate Article III of the
Employment Agreement. The Corporation and Executive specifically agree that Section&nbsp;2.7(a)(vii), Section&nbsp;2.7(e)(vii), and Article III of the Employment Agreement are incorporated hereto by reference and integrated herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. <U>Certain Definitions</U>. For purposes of Section&nbsp;2, &#147;<B><I>Executive</I></B>&#148; means Daniel J. Taggart and any person or
entity that has or obtains any legal rights or claims through Daniel J. Taggart. Further, the &#147;<B><I>Corporation</I></B>&#148; means Regional Management Corp. and any parent, subsidiary, and affiliated organization or entity in the present or
past related to Regional Management Corp., and any past and present officers, directors, members, governors, attorneys, employees, agents, insurers, successors, and assigns of, and any person who acted on behalf of or instruction of, Regional
Management Corp. </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">27 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. <U>Other Provisions</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) The Corporation has paid or will pay Executive in full for all reimbursable business expenses, earned annualized salary, earned unpaid
bonus pay, and any other earnings through the last day of Executive&#146;s employment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) This Agreement does not prohibit Executive
from filing an administrative charge of discrimination with, or cooperating or participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission or other federal or state regulatory or law enforcement agency.
However, Executive agrees not to seek or accept any money damages or other relief should any such charge be filed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) Nothing in this
Agreement affects Executive&#146;s rights in any qualified retirement or welfare benefit plan or program in which Executive was a participant while employed by the Corporation. The terms of such plans and programs control Executive&#146;s rights
with respect thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) The Corporation will indemnify Executive as permitted by and pursuant to any agreement or policy that the
Corporation has adopted relating to indemnification of directors, officers, and employees, and as permitted by and pursuant to any provision of the Corporation&#146;s certificate or by-laws relating to such indemnification. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) Executive will continue to be covered as permitted by and pursuant to any policy of directors and/or officers liability insurance policy
on the terms and conditions of the applicable policy documents. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) Notwithstanding the foregoing, (i)&nbsp;nothing in this Agreement or
other agreement prohibits Executive from reporting possible violations of law or regulation to any federal, state, or local governmental agency or entity (the &#147;<B><I>Government Agencies</I></B>&#148;), or communicating with Government Agencies
or otherwise participating in any investigation or proceeding that may be conducted by Government Agencies, including providing documents or other information, (ii)&nbsp;Executive does not need the prior authorization of the Corporation to take any
action described in (i), and Executive is not required to notify the Corporation that he has taken any action described in (i); and (iii)&nbsp;the Agreement does not limit Executive&#146;s right to receive an award for providing information relating
to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, Executive will not be held criminally or civilly liable under any Government Agency&#146;s trade secret law for the disclosure
of a trade secret that (i)&nbsp;is made (A)&nbsp;in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B)&nbsp;solely for the purpose of reporting or investigating a suspected
violation or law, or (ii)&nbsp;is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected
violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade
secret except pursuant to court order. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(g) The terms and obligations of the Employment Agreement and this Agreement shall inure to the
benefit of Executive&#146;s heirs and estate. </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">28 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5. <U>Executive&#146;s Rights to Counsel, Consider, Revoke, and Rescind</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) The Corporation hereby advises Executive to consult with an attorney prior to signing this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Executive further understands that Executive has 21 days to consider Executive&#146;s release of rights and claims of age discrimination
under the ADEA and OWBPA, beginning the date on which Executive receives this Agreement. Executive agrees that he was provided this Agreement on
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 20<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> for consideration. If Executive signs this Agreement,
Executive understands that Executive is entitled to revoke Executive&#146;s release of any rights or claims under the ADEA and OWBPA within seven days after Executive has executed it, and Executive&#146;s release of any rights or claims under the
ADEA and OWBPA will not become effective or enforceable until the seven-day period has expired. To revoke such release, Executive must put the rescission in writing and deliver it to the Corporation by hand or mail within the seven-day period. If
Executive delivers the rescission by mail, it must be: (i)&nbsp;postmarked within seven calendar days after the date on which Executive signs this Agreement; (ii)&nbsp;addressed to the Corporation, c/o General Counsel, 979 Batesville Road, Suite B,
Greer, SC 29651; and (iii)&nbsp;sent by certified mail return receipt requested. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">If Executive revokes or rescinds Executive&#146;s
waivers of discrimination claims as provided above, Executive shall not be entitled to receive the Severance. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. <U>Non-Admission</U>.
The Corporation and Executive enter into this Agreement expressly disavowing fault, liability, and wrongdoing, liability at all times having been denied. Neither this Agreement, nor anything contained in it, will be construed as an admission by
either of them of any liability, wrongdoing, or unlawful conduct whatsoever. If this Agreement is not executed, no term of this Agreement will be deemed an admission by either party of any right that he/it may have with or against the other. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. <U>No Oral Modification or Waiver</U>. This Agreement may not be changed orally. No breach of any provision hereof can be waived by either
party unless in writing. Waiver of any one breach by a party will not be deemed to be a waiver of any other breach of the same or any other provision hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. <U>Governing Law</U>. This Agreement will be governed by the substantive laws of the State of Delaware without regard to conflicts of law
principles. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. <U>Forum Selection, Jurisdiction, and Venue</U>. Executive and the Corporation 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, without jury, 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10. <U>Counterparts</U>. This
Agreement may be executed in any number of counterparts, each such counterpart will be deemed to be an original instrument, and all such counterparts together will constitute but one agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11. <U>Blue Pencil Doctrine</U>. In the event that any provision of this Agreement is unenforceable under applicable law, the validity or
enforceability of the remaining provisions will not be affected. To the extent any provision of this Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable. The
provisions of this Agreement will, where possible, be interpreted so as to sustain its legality and enforceability. </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">29 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12. <U>Agreement Freely Entered Into</U>. Executive and the Corporation have voluntarily and free
from coercion entered into this Agreement. Each has read this Agreement carefully and understands all of its terms, and has had the opportunity to discuss this Agreement with his/its own attorney prior to its execution. In agreeing to sign this
Agreement, neither party has relied on any statements or explanations made by the other party, their respective agents, or attorneys except as set forth in this Agreement. Both parties agree to abide by 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">30 </P>


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 <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
dates set forth below. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom" COLSPAN="3">Daniel J. Taggart</TD></TR>
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<TD VALIGN="top" COLSPAN="5">Regional Management Corp.</TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.5 </B></P>
<P STYLE="margin-top:6pt; 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 August&nbsp;30, 2017 (the &#147;<B><I>Effective Date</I></B>&#148;), between Brian J. Fisher (&#147;<B><I>Executive</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 Executive as Vice President, General Counsel, and Secretary 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 Executive with appropriate incentives and rewards related to the performance by Executive and to encourage the continued employment of Executive in the service of the Corporation, and Executive 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 Executive
desire to enter into an employment agreement, as evidenced in this Agreement, to reflect the terms of Executive&#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, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is mutually acknowledged, 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:6pt; 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>2015 Plan</I></B>&#148;: as defined in Section&nbsp;2.4(c). </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>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">(c) &#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">(d) &#147;<B><I>Annual Bonus</I></B>&#148;: as defined in Section&nbsp;2.4(b).<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">(e) &#147;<B><I>Annual Incentive Plan</I></B>&#148;: the Annual Incentive Plan of the Corporation or any successor plan
thereto, as amended and/or restated. </P>

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 <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>Average Bonus</I></B>&#148;: the average of the Annual Bonus paid
to Executive for each of the three fiscal years preceding the year in which Executive&#146;s Termination Date occurs (or the average of such lesser number of full fiscal year periods that Executive is employed if less than three full fiscal years
prior to 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">(g) &#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">(h) &#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, and &#147;<B><I>Business Services</I></B>&#148; means the services related to the Business. </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>Cause</I></B>&#148;: (i)&nbsp;the willful or grossly negligent material failure by Executive to perform his
duties hereunder (other than arising due to Executive&#146;s Disability); (ii)&nbsp;the conviction of Executive, or the entering into a plea bargain or plea of <I>nolo contendere </I>by Executive, of any felony, or of a misdemeanor 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 Executive to comply substantially with any lawful
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 Executive of the financial records
of the Corporation or its Subsidiaries or complicit actions in respect thereof; (vi)&nbsp;the material breach by Executive of any of the terms of this Agreement; (vii)&nbsp;Executive&#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 knowing failure to disclose material financial or other information to the Board; or (ix)&nbsp;Executive&#146;s engagement in conduct
that results in Executive&#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, Section&nbsp;954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or other applicable laws, rules, or regulations, but, in each case
for clauses (i)&nbsp;through (ix)&nbsp;herein, only if (1)&nbsp;Executive 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), Executive has failed to cure within 30&nbsp;days of written notice to Executive, (2)&nbsp;such written notice is provided to
Executive 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 Executive 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 Executive 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;Executive 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 Executive 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(i), &#147;Cause&#148; will not be deemed to have occurred solely as a result of Executive&#146;s failure to follow any Corporation policy or any Corporation instruction to Executive that would
permit Executive to terminate this Agreement under Section&nbsp;2.7(a) because such policy or instruction constitutes Good Reason. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) &#147;<B><I>Change of Control</I></B>&#148;: except as may be otherwise
required, if at all, under Code Section&nbsp;409A, the occurrence of any of the following: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) any entity or person shall
have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%)&nbsp;of the total voting power of the Corporation&#146;s then outstanding voting stock; </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 consummation of (A)&nbsp;a merger, consolidation, recapitalization, or reorganization of the Corporation (or similar
transaction involving the Corporation), in which the holders of the Corporation&#146;s common stock immediately prior to the transaction have voting control over less than fifty percent (50%)&nbsp;of the voting securities of the surviving
corporation immediately after such transaction, or (B)&nbsp;the sale or disposition of all or substantially all of the assets of the Corporation; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) a change in a majority of the Board within a 12-month period unless the nomination for election by the Corporation&#146;s
stockholders or the appointment of each new director was approved by the vote of two-thirds of the members of the Board (or a committee of the Board, if nominations are approved by a Board committee rather than the Board) then still in office who
were in office at the beginning of the 12-month period. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For the purposes
of the definition of &#147;Change of Control,&#148; the term &#147;<B><I>person</I></B>&#148; shall mean any individual, corporation, partnership, group, association, or other person, as such term is defined in Section&nbsp;13(d)(3) or
Section&nbsp;14(d)(2) of the Securities Exchange Act of 1934, as amended, other than the Corporation, a subsidiary of the Corporation, or any employee benefit plan(s) sponsored or maintained by the Corporation or any subsidiary thereof, and the term
&#147;<B><I>beneficial owner</I></B>&#148; shall have the meaning given the term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For the purposes of clarity, a transaction shall not constitute a Change of
Control if its principal purpose is to change the state of the Corporation&#146;s incorporation, create a holding company that would be owned in substantially the same proportions by the persons who held the Corporation&#146;s securities immediately
before such transaction, or is another transaction of other similar effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the preceding provisions, in the event that any compensation
paid under this Agreement is deemed to be deferred compensation subject to (and not exempt from) the provisions of Code Section&nbsp;409A, then payment to be made upon a Change of Control may be permitted, in the Board&#146;s discretion, upon the
occurrence of one or more of the following events (as they are defined and interpreted under Code Section&nbsp;409A): (A)&nbsp;a change in the ownership of the Corporation; (B)&nbsp;a change in effective control of the Corporation; or (C)&nbsp;a
change in the ownership of a substantial portion of the assets 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">(k) &#147;<B><I>COBRA</I></B>&#148;: as
defined in Section&nbsp;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">(l) &#147;<B><I>Code</I></B>&#148;: the Internal Revenue Code of 1986, as amended, or any
successor thereto. Any reference herein to a specific Code section shall be deemed to include all related regulations or other guidance with respect to such Code section. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) <B><I>[intentionally omitted]</I></B> </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>Compensation Committee</I></B>&#148;: Compensation Committee of the Board. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) &#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">(p) &#147;<B><I>Corporation</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>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">(r) &#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">(s) &#147;<B><I>Disability</I></B>&#148;: a physical or mental impairment that prevents Executive from performing one or more
essential functions of his job hereunder, whether with or without reasonable accommodation, (i)&nbsp;for at least 90 consecutive calendar days or for shorter periods of time aggregating 90 or more calendar days in any 12-month period, or
(ii)&nbsp;where a licensed physician mutually selected by Executive and the Corporation (with the Corporation responsible for any expenses related thereto) determines that the timeline for Executive&#146;s return to full duty is indeterminable, is
indefinite, or is likely to exceed a 90-day period; provided, however, that if Executive and the Corporation cannot agree upon a mutually acceptable licensed physician, then the determination of whether a &#147;Disability&#148; has occurred shall be
made by the majority vote of a panel of three licensed physicians, with one physician selected by Executive, one physician selected by the Corporation, and the third physician mutually agreed upon by the two physicians selected by Executive and the
Corporation respectively (with each party responsible for his or its related expenses and the parties being equally responsible for the expenses related to the services of the third physician). </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>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">(u) &#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">(v) &#147;<B><I>Estate</I></B>&#148;: as defined in Section&nbsp;2.7(d). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) &#147;<B><I>Executive</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">(x) &#147;<B><I>Exempt Person</I></B>&#148;: as defined in Section&nbsp;3.2(g). </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>Good Reason</I></B>&#148;: the termination of Executive&#146;s employment by Executive which is due to
(i)&nbsp;a material diminution of Executive&#146;s responsibilities, position (as General Counsel and Secretary of the Corporation, its successor, or ultimate parent entity), office, title, reporting relationships or working conditions, authority or
duties, or the assignment to Executive of titles, authority, duties, or responsibilities that are materially inconsistent with this Agreement and are a material diminution from his title and position as General Counsel and Secretary of the
Corporation; (ii)&nbsp;a material adverse change in the terms or status (including, but not limited to, any reduction of the Employment Period) of this Agreement; (iii)&nbsp;a material reduction in Executive&#146;s compensation package provided
herein, including Salary, Target Bonus, bonus opportunities, or equity award opportunities (other than a reduction in 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, and subject in all cases to the discretion of the Compensation Committee and other terms of Section&nbsp;2.4(d)
herein); or (iv)&nbsp;an actual relocation of the Corporation&#146;s principal office to a location outside of a 50-mile radius from the current location of the Corporation&#146;s principal office at 979 Batesville Road, Suite B, Greer, South
Carolina 29651, and in each case of clauses (i)&nbsp;through (iv)&nbsp;herein, without the written consent of Executive. Notwithstanding the preceding, for any of the foregoing events to constitute Good
</P>
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Reason, Executive must provide written notification of his intention to resign for Good Reason within 30 days after Executive knows or has reason to know of the occurrence of any such event, and
the Corporation shall have 30 days from the date of receipt of such notice to effect a cure of the condition constituting Good Reason, and, upon cure thereof by the Corporation, such event shall no longer constitute Good Reason. </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>Government Agencies</I></B>&#148;: as defined in Section&nbsp;3.2(e). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) &#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">(bb) &#147;<B><I>Non-Compete Territory</I></B>&#148;: as defined in Section&nbsp;3.3. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) <B><I>[intentionally omitted]</I></B> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) &#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">(ee) <B><I>[intentionally omitted]</I></B> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) &#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">(gg) &#147;<B><I>Severance Period</I></B>&#148;: as defined in Section&nbsp;2.7(a)(ii). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) &#147;<B><I>Stock Plan</I></B>&#148;: as defined in Section&nbsp;2.4(c). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) &#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 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">(jj) &#147;<B><I>Target Bonus</I></B>&#148;: as defined in Section&nbsp;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">(kk) &#147;<B><I>Termination Date</I></B>&#148;: as defined in Section&nbsp;2.1. </P>
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 <P STYLE="margin-top:0pt; 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>. Executive&#146;s employment with the Corporation commenced on January&nbsp;14, 2013. The Corporation shall
continue to employ Executive, and Executive accepts continued employment with the Corporation, upon the terms and conditions set forth in this Agreement. The term of the Agreement shall commence on the Effective Date, and the Agreement will
terminate on the third anniversary of the Effective Date, 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; and the date on which Executive&#146;s employment 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>. Executive will be an employee of, and serve as the Vice President, General Counsel, and Secretary
of, the Corporation and will report directly to the Chief Executive Officer of the Corporation. In such capacity, Executive will perform such duties and exercise such powers that are consistent with the position of Vice President, General Counsel,
and Secretary in accordance with the amended and restated bylaws of the Corporation and as are assigned to Executive by the Chief Executive Officer of the Corporation or the Board. Executive 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) Executive will devote all of 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, Executive 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. Executive agrees to comply with all lawful rules and policies established by the
Corporation and its Subsidiaries throughout the Employment Period. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Provided that the following activities do not
interfere with Executive&#146;s duties and responsibilities as General Counsel and Secretary of the Corporation, Executive may (i)&nbsp;engage in charitable and community affairs, trade activities, and trade organizations, and teach and/or lecture,
so long as such activities are consistent with his duties and responsibilities under this Agreement, (ii)&nbsp;manage his personal investments, and (iii)&nbsp;serve on the boards of directors of other companies with the Board&#146;s prior written
consent (which will not be unreasonably withheld). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Executive 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 Executive&#146;s services under this Agreement, the Corporation will pay to Executive an annualized base
salary (&#147;<B><I>Salary</I></B>&#148;) of $240,000 (prorated for any 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 (or 366 in a leap year)).
The Board or the Compensation Committee may review the amount of Salary from time to time and may adjust </P>
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Salary upwards after any such review, with any such upward adjustments effective as of the dates determined by the Board or the Compensation Committee. Executive&#146;s Salary will be payable to
Executive periodically in accordance with the normal practices 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">(b) <U>Annual Bonus</U>. For each
calendar year during the Employment Period, Executive shall be eligible for participation in the Annual Incentive Plan with a target bonus thereunder equal to no less than one hundred percent (100%)&nbsp;of Executive&#146;s Salary in effect at the
beginning of the calendar year (the &#147;<B><I>Target Bonus</I></B>&#148;) and which will be prorated for any partial year based on a fraction, the numerator of which shall be the number of days employed in such partial year and the denominator of
which shall be 365 (or 366 in a leap year). The Compensation Committee shall establish and communicate to Executive performance criteria for the Corporation and/or Executive and one or more formula(s) for determining the annual bonus, if any, earned
by Executive under the Annual Incentive Plan (the &#147;<B><I>Annual Bonus</I></B>&#148;) for each calendar year. Unless otherwise addressed in Section&nbsp;2.7, if Executive is employed by the Corporation in good standing on the last day of the
applicable calendar year, Executive will be entitled to receive an Annual Bonus for such year in an amount determined in accordance with such formula(s) set by the Compensation Committee based on the actual performance of the Corporation and/or
Executive relative to the performance criteria established by the Compensation Committee for that year. Any Annual Bonus due to Executive pursuant to this Section&nbsp;2.4(b) shall be paid in cash in a lump sum no later than March&nbsp;14<SUP
STYLE="font-size:85%; vertical-align:top">th</SUP> of the calendar year following the calendar year during which Executive&#146;s right to the Annual Bonus vests (or otherwise in a manner compliant with, or exempt from, Section&nbsp;409A of the
Code). Unless otherwise addressed under Section&nbsp;2.7, Annual Bonus entitlement vests and is fully payable if Executive is employed by the Corporation on the last day of the applicable calendar year, even if Executive is no longer employed at the
time the Annual 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>Long-Term Incentive Compensation</U>. Subject to Section&nbsp;2.4(d)
herein and Executive&#146;s continued employment, Executive shall be eligible to participate in and receive long-term incentive, equity, and/or equity-based awards under the Corporation&#146;s 2015 Long-Term Incentive Plan, as amended and/or
restated (the &#147;<B><I>2015 Plan</I></B>&#148;), or any successor or other applicable plan or arrangement (the 2015 Plan and such other plans or arrangements collectively, the &#147;<B><I>Stock Plan</I></B>&#148;), in the sole discretion of the
Board or the Compensation Committee. Any such long-term incentive or equity awards described herein shall be subject to the terms of the Stock Plan and applicable award agreements in form acceptable to the Compensation Committee and such other terms
as may be established by the Compensation Committee. </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>Future Compensation Opportunities</U>. Commencing in 2018, and
for the remainder of the Employment Period, the Corporation undertakes and agrees to provide Executive with an annual Base Salary, cash incentive compensation opportunity, and equity incentive compensation opportunity of no less than $720,000 in the
aggregate (prorated for any partial year); provided, however, that (i)&nbsp;Executive&#146;s Salary shall be subject to the provisions of Section&nbsp;2.4(a) herein, (ii)&nbsp;the Compensation Committee shall have sole discretion to determine any
allocation between cash incentive opportunities and equity incentive opportunities, (iii)&nbsp;such cash incentive opportunities and equity incentive opportunities shall be subject to the terms of the applicable Corporation plan (including the
Annual Incentive Plan and/or the Stock Plan) and any related award agreement, including any performance or multi-year service criteria established by the Compensation Committee under any such plan or award agreement, and (iv)&nbsp;the Compensation
Committee shall have sole discretion to determine if and to the extent that any such equity incentive opportunities and/or cash incentive opportunities are deemed earned and payable based on the attainment of performance criteria and such other
terms and conditions as may be established by the Compensation Committee (including, without limitation, multi-year vesting requirements if applicable under any such plan or award agreement and so determined by the Compensation Committee). </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>


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 <P STYLE="margin-top:0pt; 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, Executive shall
be entitled to participate in all pension, medical, disability, retirement, and other benefit plans and programs generally available to the Corporation&#146;s other employees, provided that Executive meets all eligibility requirements under those
plans and programs. Executive 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, Executive will not during the Employment Period be entitled to participate in any severance pay plan of the Corporation. Executive&#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>. Executive shall be entitled to paid vacation time of not less than 25
business days for each calendar year of the Employment Period (prorated for any partial year, based on a fraction, the numerator of which shall be the number of days employed in such partial year and the denominator of which shall be 365 (or 366 in
a leap year)). Executive 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 Executive from one calendar year to the next, except as otherwise provided in the policies of the Corporation applicable to its executive management. 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 Executive for all
reasonable expenses incurred in connection with the performance of Executive&#146;s duties hereunder or for promoting, pursuing, or otherwise furthering the Business of the Corporation, including Executive&#146;s reasonable expenses for travel,
entertainment, and similar items. Executive acknowledges and agrees that the provisions of Section&nbsp;2.5(d) below provide the exclusive reimbursement terms for Executive&#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 Executive&#146;s employment with the Corporation must be incurred by Executive during the term of employment&nbsp;or service to the Corporation
and must be in accordance with the Corporation&#146;s expense reimbursement policies. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. 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 Executive&#146;s taxable year following the taxable year in which the expense was incurred. 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</U>. The
Corporation will, in accordance with the Corporation&#146;s general personal vehicle use reimbursement policy (and consistent with the provisions of Section&nbsp;2.5(c) herein), reimburse Executive an amount equal to $0.535 (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 personal car in connection with the performance of his duties as an employee 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">8 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) <U>Use of Mobile Phone</U>. The Corporation will, at its option, either
(i)&nbsp;provide Executive with a mobile phone (including monthly service fees), the reasonable costs of which shall be paid by the Corporation directly to the service provider, or (ii)&nbsp;reimburse Executive for the expense that Executive incurs
in providing for his own mobile phone, not to exceed $75 per month (or such higher amount as may apply pursuant to the Corporation&#146;s mobile phone reimbursement policy as it may be in effect from time to time). </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>Disability Insurance Premiums</U>. The Corporation may, at its option, provide Executive with the opportunity to elect
to include the amount of any disability insurance premiums paid by the Corporation pursuant to any disability insurance, plan, or policy provided by the Corporation to or for the benefit of Executive as taxable income to Executive. If Executive so
elects, the Corporation shall pay to Executive an additional amount necessary to put Executive in substantially the same after-tax position that he would have been in had he not elected to include such disability insurance premiums in income (taking
into account all federal, state, and local income and employment taxes due as a result of the inclusion of such disability insurance premiums in income). Payment of the additional amount, if any, shall be made to Executive in the same pay periods in
which the disability insurance premiums are included in income. </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 Executive or required by law. Executive 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>. </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 or by Executive for Good Reason</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) <U>Notice of Termination</U>. The Corporation may terminate Executive&#146;s employment hereunder without Cause at any
time, upon 30 calendar days&#146; written notice to Executive. Executive may terminate Executive&#146;s employment hereunder for Good Reason upon 30 calendar days&#146; written notice to the Corporation, subject to the additional notice provisions
of Section&nbsp;1.1(y) herein. The Corporation may elect to pay to Executive his portion of Salary for the notice period in lieu of permitting Executive to continue working. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) <U>Severance Payments</U>. If Executive is terminated by the Corporation without Cause or if Executive terminates his
employment for Good Reason, the Corporation will pay to Executive (A)&nbsp;accrued but unpaid Salary through the Termination Date, (B)&nbsp;an amount equal to Executive&#146;s Salary in effect on the Termination Date, to be paid over 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;), (C)&nbsp;an amount equal to Executive&#146;s Average Bonus as determined as of the Termination Date, to be paid over
the Severance Period, (D)&nbsp;a pro-rata portion of the Annual Bonus for the year in which Executive&#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 Executive was employed by the Corporation), plus, if Executive&#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 (E)&nbsp;COBRA premiums as described in Section&nbsp;2.7(f). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) <U>Change of Control Adjustment</U>. If Executive is terminated by the
Corporation without Cause or if Executive terminates his employment for Good Reason, and such termination occurs within six (6)&nbsp;months before or one (1)&nbsp;year after the effective date of a Change of Control, the amounts described in
Section&nbsp;2.7(a)(ii)(B)&#150;(C) shall be increased by a factor of one hundred percent (100%)&nbsp;(for a total of 200% of Salary and Average Bonus). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) <U>Timing of Payments</U>. The payment required by Section&nbsp;2.7(a)(ii)(A) will be made as and at such times as
Executive would have otherwise received his Salary had he remained an employee of the Corporation (that is, in accordance with Corporation payroll practices). The payments required by Section&nbsp;2.7(a)(ii)(B)&#150;(C) will be made in equal
installments over the Severance Period as and at such times as Executive would have otherwise received his Salary had he remained an employee of the Corporation (that is, in accordance with Corporation payroll practices), subject to execution of an
irrevocable release as provided in Section&nbsp;4.18 and provided that such amounts shall be paid commencing with the first payroll date that occurs on or after 45 calendar days following the Termination Date. Any additional amounts payable pursuant
to Section&nbsp;2.7(a)(iii) attributable to a Change of Control occurring within six (6)&nbsp;months following Executive&#146;s termination of employment shall be added to the remaining balance of the amounts payable under
Section&nbsp;2.7(a)(ii)(B)&#150;(C) and shall be paid as provided in this Section&nbsp;2.7(a)(iv) over the remainder of the Severance Period. The payment required by Section&nbsp;2.7(a)(ii)(D) will be made as and at such time as Executive would have
otherwise received his Annual Bonus had he remained an employee of the Corporation, subject to execution of an irrevocable release as provided in Section&nbsp;4.18. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) <U>Additional Payments</U>. In addition, the Corporation will pay to Executive all unreimbursed expenses incurred by
Executive prior to his termination pursuant to Section&nbsp;2.7(a)(i) for which Executive is entitled to reimbursement pursuant to and in accordance with Section&nbsp;2.5(c). Further, during the Severance Period, the Corporation shall pay reasonable
outplacement service expenses of Executive in an amount not to exceed $25,000. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) <U>Liquidated Damages</U>. The
payments to be made in accordance with this Section&nbsp;2.7(a) will constitute liquidated damages, and Executive 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). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) <U>Compliance with Article III</U>. Further, the Corporation&#146;s obligation to make any
payments under this Section&nbsp;2.7(a), except for accrued but unpaid Salary through the Termination Date, any Annual Bonus that was previously earned but unpaid as of the Termination Date, and reimbursement of unreimbursed expenses, is contingent
upon Executive&#146;s compliance with Article III herein, and Executive and the Corporation agree that the Corporation shall have the right, in addition to any other rights of the Corporation, to terminate or suspend such payments in the event of
Executive&#146;s breach of Article III herein. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(viii) <U>Termination of Agreement</U>. Upon termination of Executive&#146;s
employment pursuant to this Section&nbsp;2.7(a), except for the payments required by this Section&nbsp;2.7(a) or as required by applicable law, the Corporation will have no additional obligations to Executive hereunder or otherwise and, except as
otherwise provided in this Agreement (including but not limited to Executive&#146;s obligations under Article III herein), 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">(b) <U>Termination by the Corporation for Cause</U>. The Corporation will have the right to terminate Executive&#146;s
employment hereunder for Cause upon written notice to Executive and Executive&#146;s failure to cure during any applicable cure period as set forth in this Agreement. If Executive&#146;s employment is terminated for Cause, the Corporation will pay
to Executive (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 Executive prior to the Termination Date for which Executive is
entitled to reimbursement pursuant to and in accordance with Section&nbsp;2.5(c). Upon termination of Executive&#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 Corporation will have no additional obligations to Executive hereunder or otherwise and, except as otherwise provided in this Agreement (including but not limited to Executive&#146;s obligations under Article III herein), 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 Executive</U>. If Executive
voluntarily terminates his employment, the Corporation will pay to Executive (i)&nbsp;accrued but unpaid Salary through the Termination Date, (ii)&nbsp;if Executive&#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 Executive prior to the Termination Date for which
Executive is entitled to reimbursement pursuant to and in accordance with Section&nbsp;2.5(c). Upon termination of Executive&#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 Executive hereunder or otherwise and, except as otherwise provided in this Agreement (including but not limited to Executive&#146;s obligations under Article III
herein), 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>Termination by Death of Executive</U>. If Executive dies during the
Employment Period, the Corporation will pay to such Person or Persons as Executive may designate in writing or, in the absence of such designation, to the estate of Executive (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 Executive&#146;s death, (ii)&nbsp;expenses incurred by Executive prior to his death for which Executive 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 Executive&#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 Executive was employed by the Corporation), plus, if Executive&#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 Executive&#146;s death. Any Annual Bonus will be paid as and at such times as Executive
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 Executive, and all rights of Executive 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: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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) <U>Termination for Disability</U>. Executive acknowledges and agrees that his
position is unique and critical to the Corporation and that the Corporation would suffer grievous economic injury or other undue hardship if Executive becomes unable to perform one or more essential functions of his job due to a Disability, as
defined by Section&nbsp;1.1(s). The parties, therefore, agree to the following termination section to avoid grievous economic injury and/or other undue hardship to the Corporation in the event of the Disability of Executive. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) <U>Notice of Termination</U>. Subject to a municipal, state, or federal law expressly providing to the contrary, the
Corporation will have the right to terminate Executive&#146;s employment hereunder at any time upon the Disability of Executive during the Employment Period. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) <U>Severance Payments</U>. If Executive&#146;s employment is terminated because of Executive&#146;s Disability, the
Corporation will pay to Executive (A)&nbsp;accrued but unpaid Salary through the Termination Date, (B)&nbsp;an amount equal to Executive&#146;s Salary in effect on the Termination Date, to be paid over the Severance Period, (C)&nbsp;an amount equal
to Executive&#146;s Average Bonus as determined as of the Termination Date, to be paid over the Severance Period, (D)&nbsp;a pro-rata portion of the Annual Bonus for the year in which Executive&#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 Executive&#146;s termination due to Disability occurs and pro-rating such amount by the portion of such year
Executive was employed by the Corporation), plus, if Executive&#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, and (E)&nbsp;COBRA
premiums as described in Section&nbsp;2.7(f). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) <U>Timing of Payments</U>. The payment required by
Section&nbsp;2.7(e)(ii)(A) will be made as and at such times as Executive would have otherwise received his Salary had he remained an employee of the Corporation (that is, in accordance with Corporation payroll practices). The payments required by
Section&nbsp;2.7(e)(ii)(B)&#150;(C) will be made in equal installments over the Severance Period as and at such times as Executive would have otherwise received his Salary had he remained an employee of the Corporation (that is, in accordance with
Corporation payroll practices), subject to execution of an irrevocable release as provided in Section&nbsp;4.18 and provided that such amounts shall be paid commencing with the first payroll date that occurs on or after 45 calendar days following
the Termination Date. The payment required by Section&nbsp;2.7(e)(ii)(D) will be made as and at such time as Executive would have otherwise received his Annual Bonus had he remained an employee of the Corporation, subject to execution of an
irrevocable release as provided in Section&nbsp;4.18. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) <U>Additional Payments</U>. In addition, the Corporation will
pay to Executive all unreimbursed expenses incurred by Executive prior to his termination pursuant to Section&nbsp;2.7(e)(i) for which Executive is entitled to reimbursement pursuant to and in accordance with Section&nbsp;2.5(c). Further, during the
Severance Period, the Corporation shall pay reasonable outplacement service expenses of Executive in an amount not to exceed $25,000. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) <U>Offset for Disability Benefits</U>. The payment obligations of the Corporation set forth in this Section&nbsp;2.7(e)
will be reduced by the amount of any disability benefits paid to Executive pursuant to any disability insurance, plan, or policy provided by the Corporation. In the event that any such disability insurance, plan, 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">12 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
policy pays disability benefits to Executive that are not subject to local, state, or federal taxation, the payment obligations of the Corporation set forth in this Section&nbsp;2.7(e) will be
reduced by an amount equal to the gross taxable amount that the Corporation would have been required to pay in order to yield the net, after-tax benefit that Executive actually received pursuant to the disability insurance, plan, or policy. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) <U>Liquidated Damages</U>. The payments to be made in accordance with this Section&nbsp;2.7(e) will constitute liquidated
damages, and Executive 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(e). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) <U>Compliance with Article III</U>. Further, the Corporation&#146;s obligation to make any payments under this
Section&nbsp;2.7(e), except for accrued but unpaid Salary through the Termination Date, any Annual Bonus that was previously earned but unpaid as of the Termination Date, and reimbursement of unreimbursed expenses, is contingent upon
Executive&#146;s compliance with Article III herein, and Executive and the Corporation agree that the Corporation shall have the right, in addition to any other rights of the Corporation, to terminate or suspend such payments in the event of
Executive&#146;s breach of Article III herein. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(viii) <U>Termination of Agreement</U>. Upon termination of
Executive&#146;s employment pursuant to this Section&nbsp;2.7(e), except for the payments required by this Section&nbsp;2.7(e) or as required by applicable law, the Corporation will have no additional obligations to Executive hereunder or otherwise
and, except as otherwise provided in this Agreement (including but not limited to Executive&#146;s obligations under Article III herein), 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">(f) <U>Payment of COBRA Premiums; No Effect on Vested and Accrued Benefits</U>. During the Severance Period and provided that
Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (&#147;<B><I>COBRA</I></B>&#148;), the Corporation shall reimburse Executive for the monthly COBRA premium paid by
Executive for himself and his dependents for continuation coverage under the Corporation&#146;s group medical plan; provided, however, that if at any time during the Severance Period Executive becomes eligible 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 Executive for his COBRA premium payments shall terminate
immediately. Such reimbursement shall be paid to Executive on the 20<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day of the month immediately following the month in which Executive 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 Executive&#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 Executive is entitled under the terms of any such benefit plan or program of the Corporation in respect of which Executive is a participant 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">(g) <U>No Mitigation; No Offset</U>. In the event of any termination of Executive&#146;s employment
under this Section&nbsp;2.7, Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due Executive under this Agreement on account of any compensation attributable to any subsequent employment
that he may obtain, except as specifically provided in this Section&nbsp;2.7. Notwithstanding anything contained in this Agreement to the contrary, any compensation and/or benefits payable to Executive under any
</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>


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other severance or change-in-control plan, program, policy, or arrangement of the Corporation in which Executive is a participant (other than the Corporation&#146;s 2011 Stock Incentive Plan, the
Stock Plan, or the Annual Incentive Plan, or any award granted thereunder) shall be reduced by the amount of all compensation and benefits payable under this Section&nbsp;2.7. </P>
<P STYLE="margin-top:24pt; 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 (if
applicable) prior thereto at any time that Executive was an employee, agent, director, or officer of or consultant to the Corporation or its Subsidiaries, Executive, 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;Executive 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 Executive to the Corporation or such Subsidiaries, as appropriate, and (ii)&nbsp;Executive will immediately disclose in
confidence all Corporation IP to the Corporation in writing. The Corporation shall have the right to use all such Corporation IP, whether original or derivative, in any matter it chooses without any related royalty, licensure, or other obligation.
Executive acknowledges that all such Corporation IP shall be considered as &#147;work made for hire&#148; as provided under the United States Copyright Act, 17 U.S.C. Section&nbsp;101, et seq., and shall belong exclusively to the Corporation.
Executive agrees further that in the event that any Corporation IP should be deemed not to be work made for hire belonging exclusively to the Corporation, he shall promptly assign and transfer such Corporation IP to the Corporation so that the
Corporation shall be, in fact, the exclusive owner. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Executive 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 Executive&#146;s availability and reimbursement by the Corporation of
Executive&#146;s reasonable out-of-pocket expenses and payment to Executive of a reasonable per diem to compensate Executive 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 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) Executive irrevocably appoints the Corporation as his attorney in his name (with full power of substitution and
re-substitution) 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: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>


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 <P STYLE="margin-top:0pt; 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) Executive acknowledges that during the Employment Period and (if applicable) prior thereto when he was an employee, agent,
director, or officer of or consultant to the Corporation, Executive has been given and will continue to have, in connection with the conduct of the Business, access and exposure to trade secrets and other 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 Executive while providing services to the Corporation or its Subsidiaries, or that
Executive cultivates or maintains while providing services to 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, as well as other such confidential information related to the Business to which Executive is exposed during the course of his employment or service; </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:6pt; 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 Executive 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 Executive;
(ii)&nbsp;was in 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">15 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
possession of or known to Executive prior to Executive&#146;s employment or other service 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, the Corporation; or (iv)&nbsp;was independently developed by Executive without use of or reference to the 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, Executive 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, Executive 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 Executive 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 Executive&#146;s duties under this Agreement, Executive 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Notwithstanding the foregoing, (i)&nbsp;nothing in this Agreement or other agreement prohibits Executive
from reporting possible violations of law or regulation to any federal, state, or local governmental agency or entity (the &#147;<B><I>Government Agencies</I></B>&#148;), or communicating with Government Agencies or otherwise participating in any
investigation or proceeding that may be conducted by Government Agencies, including providing documents or other information, (ii)&nbsp;Executive does not need the prior authorization of the Corporation to take any action described in (i), and
Executive is not required to notify the Corporation that he has taken any action described in (i); and (iii)&nbsp;the Agreement does not limit Executive&#146;s right to receive an award for providing information relating to a possible securities law
violation to the Securities and Exchange Commission. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Further, notwithstanding the foregoing, Executive will not be
held criminally or civilly liable under any Government Agency&#146;s trade secret law for the disclosure of a trade secret that (i)&nbsp;is made (A)&nbsp;in confidence to a federal, state, or local government official, either directly or indirectly,
or to an attorney, and (B)&nbsp;solely for the purpose of reporting or investigating a suspected violation of law, or (ii)&nbsp;is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document
containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Further, Executive may disclose Confidential Information (i)&nbsp;to the extent required by a court of law, by any
governmental agency having supervisory authority over the business of the Corporation, or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose, or make accessible such
information (provided, however, that the Corporation is given reasonable prior notice of such </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>


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proposed disclosure and a reasonable period of time to secure a protective order or take other action to protect such Confidential Information (at the Corporation&#146;s expense)); or
(ii)&nbsp;to Executive&#146;s spouse, attorney, and/or his personal tax and financial advisors as necessary or appropriate to advance Executive&#146;s tax, financial, and other personal planning (each, an &#147;<B><I>Exempt Person</I></B>&#148;),
provided, however, that (A)&nbsp;each such Exempt Person is notified of the confidential nature of the Confidential Information, (B)&nbsp;such disclosure to an Exempt Person does not violate applicable laws, rules, or regulations, and (C)&nbsp;any
disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section&nbsp;3.2 by Executive. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.3 <U>Covenant Not to Compete</U>. Executive agrees that during his employment with the Corporation, and for a period of one (1)&nbsp;year
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, (a)&nbsp;work, whether on a full-time, part-time, consulting, or contractor
basis, as a General Counsel, Secretary, or in another capacity similar to his management position with the Corporation for, (b)&nbsp;provide Business Services consulting to, (c)&nbsp;operate or manage, or (d)&nbsp;have an ownership interest in, any
entity (including a sole proprietorship) in the Non-Compete Territory (as hereinafter defined) that provides Business Services that are competitive with those provided by the Corporation or its Subsidiaries. Although Executive acknowledges that the
market area of the Corporation and its Subsidiaries extends throughout much of the Southeastern, Southwestern, and mid-Atlantic areas of the United States and that he shall regularly be exposed to customers, Loan Sources, and related Confidential
Information throughout that market area, the restriction in this Section&nbsp;3.3 shall apply only to the area that is within a twenty-five (25)-mile radius of any branch or other office of the Corporation or its Subsidiaries
(&#147;<B><I>Non-Compete Territory</I></B>&#148;). Moreover, the restriction in this Section&nbsp;3.3 shall not prevent Executive from owning, for personal investment purposes, 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 Business Services Through or From Loan Sources</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Executive agrees that during his employment with the Corporation, and for a period of one (1)&nbsp;year 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 Business Services 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 Business Services source that the
Corporation or its Subsidiaries uses at any time during the last year of Executive&#146;s employment with the Corporation and that Executive has contact with or learns Confidential Information about through 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) Executive agrees that during his employment with the Corporation, and for a period of one (1)&nbsp;year 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 for the purpose of providing Business Services that are
competitive with those provided by the Corporation or its Subsidiaries. </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>. Executive
agrees that during his employment with the Corporation, and for a period of one (1)&nbsp;year 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 any Corporation Employee for, or solicit any Corporation Employee for the purpose of offering employment with, any entity or person (including himself) that provides installment,
</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>


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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 Executive&#146;s employment with the Corporation that Executive has contact with or learns
Confidential Information about through his 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) Executive 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, 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. </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, 3.3, 3.4, or 3.5 above 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, 3.3, 3.4, or 3.5 above 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, 3.3, 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
Executive 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 Executive 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 Executive&#146;s employment, and thereafter, Executive 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,
except to the extent otherwise required by applicable laws, rules, or regulations or as appropriate in the exercise of the Board&#146;s fiduciary duties (as determined by the Board with advice of counsel), exercise reasonable efforts to cause the
following individuals to refrain from making any disparaging statements, orally or in writing, regarding Executive 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>. Executive 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: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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">3.9 <U>Breach of Restrictive Covenants</U>. Executive 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. Executive 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. Executive 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:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Without limitation, Executive 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 (including but in no way limited to the Corporation&#146;s rights under Sections 2.7(a) and (e)), apply,
consistent with Section&nbsp;4.7 below, for the immediate entry of an injunction restraining any actual or threatened breaches or violations of said provisions or terms by Executive. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; 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. Executive 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 Executive 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>Executive Representations</U>. Executive represents that the restrictions on his business provided in this Agreement are fair and
protect the legitimate business interests of the Corporation. Executive 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. In addition, Executive represents 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>. The
Corporation represents and warrants that it is fully authorized and empowered to enter into this Agreement and that the performance of its obligations under this Agreement will not violate any agreement between it and any other person, firm, or
organization. Executive represents he is not subject to any contractual or other obligations, including but not limited to any non-competition, non-solicitation, confidentiality, and/or other restrictive covenants, that preclude him from entering
into this Agreement or would in any way restrict his work activities as required under this Agreement. Executive represents further that 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 action should be initiated against the Corporation, Executive agrees to promptly indemnify
the Corporation for any resulting liability and costs, including attorneys&#146; fees, as they are incurred 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;4.4 and Section&nbsp;4.7 will survive termination of this Agreement regardless of whether such termination is initiated by the Corporation or Executive. In the
event of the termination of his employment with 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">19 </P>


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and subsequent employment with, or work for, another entity or person, Executive agrees to notify the Corporation of his new employment or work, including the name and address of the new employer
or entity or person he intends to work for, before commencing work for the new employer or other entity or person. In addition, Executive authorizes the Corporation to provide notice of his obligations under this Agreement, including a copy of this
Agreement, to his new employer or other entity or person for whom he intends to work or provide services. </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="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) If to the Corporation, to: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Regional Management Corp. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">979 Batesville Road, Suite B </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Greer, SC 29651 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Facsimile No.: (864)&nbsp;729-4261 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Attention: Chief Executive Officer </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">With a copy to: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; 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%; text-indent:4%; font-size:10pt; font-family:Times New Roman">One Wells Fargo Center </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">301 South College Street, Suite 3500 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Charlotte, NC 28202-6037 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Facsimile No.: (704)&nbsp;338-7823 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Attention: Jane Jeffries Jones </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) If to Executive, to: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Regional Management Corp. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">979 Batesville Road, Suite B </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Greer, SC 29651 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Facsimile No.: (864)&nbsp;329-8392 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Attention: Brian J. Fisher </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">With a copy to Executive&#146;s address on file with the Corporation. </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: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>


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 <P STYLE="margin-top:0pt; 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 Executive&#146;s
attorney not to exceed $5,000 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>Indemnification</U>. The Corporation will
provide indemnification no less favorable than that set forth in the Corporation&#146;s amended and restated bylaws as in effect on the Effective Date. The Corporation agrees to use its best efforts to maintain a directors&#146; and officers&#146;
liability insurance policy covering Executive to the extent the Corporation provides such coverage for its other executive officers and such policy is available on commercially reasonable terms. Notwithstanding any indemnification rights provided
under this Section&nbsp;4.4, Executive shall not be entitled to any indemnification as to any matter where the Corporation has brought an action or has otherwise asserted a claim against Executive that Executive has breached this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.5 <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; provided, however, that Executive 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">4.6 <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:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.7 <U>Choice of Law; Forum Selection; Jury Waiver</U>. This Agreement, including its interpretation, performance, breach, or
any statutory or other claim relating to Executive&#146;s employment with the Corporation, the termination thereof, or his work for the Corporation, 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 statutory or other
claim relating to Executive&#146;s employment with the Corporation, the termination thereof, or his work for the Corporation, shall be tried exclusively, without jury, 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. </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">21 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.8 <U>Controlling Document</U>. Except with respect to the Stock Plan, the Corporation&#146;s
2011 Stock Incentive Plan, the Annual Incentive Plan, or any award agreement under any such plan, if any provision of any agreement, plan, program, policy, arrangement, or other written document between or related to the Corporation and Executive
conflicts with any provision of this Agreement, the provision of this Agreement shall control and prevail. The provisions of the Stock Plan, the Corporation&#146;s 2011 Stock Incentive Plan, the Annual Incentive Plan, and any award agreements under
such plans shall control over this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.9 <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">4.10 <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">4.11 <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">4.12 <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">4.13 <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">4.14 <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. Without
limiting the foregoing, the Parties hereby agree that the employment offer letter, dated December&nbsp;12, 2012, shall </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">22 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
hereby be terminated and of no further force or effect, and that Executive shall have no rights to compensation or benefits thereunder; provided, however, that notwithstanding the foregoing or
any other provision of the Agreement to the contrary, Executive and the Corporation expressly agree that the terms of any long-term incentive award agreements outstanding as of the Effective Date and granted under the Stock Plan or the
Corporation&#146;s 2011 Stock Incentive Plan shall continue in accordance with their terms. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.15 <U>Full Understanding</U>. Executive
represents and agrees that Executive fully understands Executive&#146;s right to discuss all aspects of this Agreement with Executive&#146;s private attorney, and that to the extent, if any, that Executive desired, Executive utilized this right.
Executive further represents and agrees that: (i)&nbsp;Executive has carefully read and fully understands all of the provisions of this Agreement; (ii)&nbsp;Executive is competent to execute this Agreement; (iii)&nbsp;Executive&#146;s agreement to
execute this Agreement has not been obtained by any duress, and Executive freely and voluntarily enters into it; (iv)&nbsp;Executive is not subject to any covenants, agreements, or restrictions arising out of Executive&#146;s prior employment (other
than with the Corporation) that would be breached or violated by Executive&#146;s execution of this Agreement or performance of duties hereunder; and (v)&nbsp;Executive has read this document in its entirety and fully understands the meaning,
intent, and consequences of this document. Executive agrees and acknowledges that the obligations owed to Executive 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">4.16 <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;Executive 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 Executive upon a separation from service may not be made before the date that is six months after Executive&#146;s separation from service (or
death, if earlier). To the extent that Executive 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 Executive during the six months following his
separation from service, if any, will be accumulated and paid to Executive 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 Executive or other person for actions, decisions, or determinations made in good faith. </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">23 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.17 <U>Compliance with Recoupment, Ownership, and Other Policies or Agreements</U>. As a
condition to entering into this Agreement, Executive 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 Executive from time to time. In addition, Executive shall be subject to such compensation recovery, recoupment, forfeiture, or other similar provisions as may apply at any time to
Executive under applicable law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.18 <U>Waiver and Release</U>. Executive acknowledges and agrees that the Corporation may at any time
require, as a condition to receipt of benefits payable under this Agreement, including but not limited to the payment of termination benefits pursuant to Sections 2.7(a), 2.7(d), 2.7(e), and 2.7(f) herein, that Executive (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 Executive&#146;s employment, or the ending of
Executive&#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 substantially similar to the form of
release attached to this Agreement as Exhibit A and shall be executed prior to the expiration of the time period provided for payment of such benefits (including those provided under Section&nbsp;2.7 herein). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">4.19 <U>Tax Matters</U>. The Corporation has made no warranties or representations to Executive 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. Executive acknowledges that there may be adverse tax consequences related to the transactions contemplated
hereby and that Executive should consult with his own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. Executive 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 Executive. </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">24 </P>


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 <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="6%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; 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="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Peter R. Knitzer</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Name:&nbsp;&nbsp;Peter R. Knitzer</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Title:&nbsp;&nbsp;&nbsp;&nbsp;Chief Executive Officer</TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top"><B>EXECUTIVE</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Brian J. Fisher</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">Brian J. Fisher</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>(Signature Page to Employment Agreement) </I></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">25 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT A </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>RELEASE OF CLAIMS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This
Release of Claims (the &#147;<B><I>Agreement</I></B>&#148;) is made and entered into by and between Regional Management Corp. (the &#147;<B><I>Corporation</I></B>&#148;) and Brian J. Fisher (&#147;<B><I>Executive</I></B>&#148;). </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BACKGROUND </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A. The
Corporation and Executive are parties to an Employment Agreement, dated as of August&nbsp;30, 2017 (the &#147;<B><I>Employment Agreement</I></B>&#148;) that, among its terms, provides that the Corporation will pay Executive certain
individually-tailored severance benefits (the &#147;<B><I>Severance</I></B>&#148;) under certain circumstances in connection with the termination of Executive&#146;s employment thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">B. Under the Employment Agreement, the Corporation is not obligated to pay the Severance unless Executive has signed a release of claims in
favor of the Corporation. The parties intend this Agreement to be that release of claims. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">NOW, THEREFORE, based on the foregoing and the
terms and conditions below, the Corporation and Executive, desiring to amicably resolve any and all existing and potential disputes between them as of the date each executes this Agreement, and in consideration of the obligations and undertakings
set forth below and intending to be legally bound, agree as follows. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <U>Corporation&#146;s Obligations</U>. In return for
&#147;<B><I>Executive&#146;s Obligations</I></B>&#148; (as defined in Section&nbsp;2 below), and provided that Executive signs this Agreement and does not exercise Executive&#146;s rights to revoke or rescind Executive&#146;s waivers of certain
discrimination claims (as described in Section&nbsp;5 below), the Corporation will pay to Executive the Severance. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Executive&#146;s
Obligations</U>. In return for the Corporation&#146;s Obligations in Section&nbsp;1 above, Executive knowingly and voluntarily agrees to the following: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) Executive hereby fully, finally, and forever releases, waives, and discharges, to the maximum extent that the law permits, any and all
legal, equitable, and administrative claims, actions, causes of action, suits, debts, accounts, judgments, and demands (collectively, <B></B>&#147;<B></B><B><I>Claims</I></B><B></B>&#148;<B></B>) against the Corporation or any of its direct or
indirect subsidiaries or affiliates that Executive has through the date on which Executive signs this Agreement. This full and final release, waiver, and discharge extends to all and each of every legal, equitable, and administrative Claim(s) of any
kind or nature whatsoever including, without limitation, the following: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) All Claims that Executive has now, whether
Executive now knows about or suspects such claims; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) All Claims for attorney&#146;s fees; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) All rights and Claims of age discrimination and retaliation under the Age Discrimination in Employment Act
(&#147;<B><I>ADEA</I></B>&#148;), as amended by the Older Workers Benefit Protection Act of 1990 (&#147;<B><I>OWBPA</I></B>&#148;); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) All rights and Claims of any other forms of discrimination and retaliation of any kind or nature whatsoever under federal,
state, or local law, including but not limited to Claims of discrimination and retaliation under Title VII of the Civil Rights Act of 1964, and the Americans With Disabilities Act (&#147;<B><I>ADA</I></B>&#148;); </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">26 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) All Claims, whether in contract or tort, arising out of Executive&#146;s
employment and Executive&#146;s separation from employment with the Corporation, including but not limited to any alleged breach of contract, breach of implied contract, wrongful or illegal termination, defamation, invasion of privacy, fraud,
promissory estoppel, and infliction of emotional distress; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) All Claims for any other compensation, including but not
limited to front pay, back pay, bonus, fringe benefits, vacation pay, other paid time off, severance pay, other severance benefits, incentive opportunity pay, other grants of incentive compensation, grants of stock, and stock options; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) All Claims under the Employee Retirement Security Act of 1974, as amended (&#147;<B><I>ERISA</I></B>&#148;), subject to
Section&nbsp;4(c) herein; </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 Claims for any other alleged unlawful employment practices arising out of or relating
to Executive&#146;s employment or separation from employment with the Corporation; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ix) All Claims for emotional distress,
pain and suffering, compensatory damages, punitive damages, and liquidated damages; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) All Claims for reinstatement
or re-employment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Executive will not commence any civil actions against the Corporation except as necessary to enforce his
obligations under this Agreement and the Employment Agreement. The Severance that Executive is receiving in the Employment Agreement has a value that is greater than anything to which Executive is entitled. Other than what Executive is receiving in
the Employment Agreement, the Corporation owes Executive nothing else in return for Executive&#146;s Obligations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) Executive
relinquishes any right to future employment with the Corporation, and the Corporation shall have the right to refuse to re-employ Executive without liability. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) Executive agrees to continue to adhere to the terms and conditions set forth in Article III (Covenants) of the Employment Agreement.
Executive agrees that such terms and conditions are reasonable and necessary to protect the legitimate interests of the Corporation and that any violation of Article III of the Employment Agreement by Executive may cause substantial and irreparable
harm to the Corporation. Executive agrees that the Corporation may seek any remedies set forth in Section&nbsp;2.7(a)(vii), Section&nbsp;2.7(e)(vii), and/or Article III of the Employment Agreement should Executive violate Article III of the
Employment Agreement. The Corporation and Executive specifically agree that Section&nbsp;2.7(a)(vii), Section&nbsp;2.7(e)(vii), and Article III of the Employment Agreement are incorporated hereto by reference and integrated herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. <U>Certain Definitions</U>. For purposes of Section&nbsp;2, &#147;<B><I>Executive</I></B>&#148; means Brian J. Fisher and any person or
entity that has or obtains any legal rights or claims through Brian J. Fisher. Further, the &#147;<B><I>Corporation</I></B>&#148; means Regional Management Corp. and any parent, subsidiary, and affiliated organization or entity in the present or
past related to Regional Management Corp., and any past and present officers, directors, members, governors, attorneys, employees, agents, insurers, successors, and assigns of, and any person who acted on behalf of or instruction of, Regional
Management Corp. </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">27 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. <U>Other Provisions</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) The Corporation has paid or will pay Executive in full for all reimbursable business expenses, earned annualized salary, earned unpaid
bonus pay, and any other earnings through the last day of Executive&#146;s employment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) This Agreement does not prohibit Executive
from filing an administrative charge of discrimination with, or cooperating or participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission or other federal or state regulatory or law enforcement agency.
However, Executive agrees not to seek or accept any money damages or other relief should any such charge be filed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) Nothing in this
Agreement affects Executive&#146;s rights in any qualified retirement or welfare benefit plan or program in which Executive was a participant while employed by the Corporation. The terms of such plans and programs control Executive&#146;s rights
with respect thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) The Corporation will indemnify Executive as permitted by and pursuant to any agreement or policy that the
Corporation has adopted relating to indemnification of directors, officers, and employees, and as permitted by and pursuant to any provision of the Corporation&#146;s certificate or by-laws relating to such indemnification. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) Executive will continue to be covered as permitted by and pursuant to any policy of directors and/or officers liability insurance policy
on the terms and conditions of the applicable policy documents. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) Notwithstanding the foregoing, (i)&nbsp;nothing in this Agreement or
other agreement prohibits Executive from reporting possible violations of law or regulation to any federal, state, or local governmental agency or entity (the &#147;<B><I>Government Agencies</I></B>&#148;), or communicating with Government Agencies
or otherwise participating in any investigation or proceeding that may be conducted by Government Agencies, including providing documents or other information, (ii)&nbsp;Executive does not need the prior authorization of the Corporation to take any
action described in (i), and Executive is not required to notify the Corporation that he has taken any action described in (i); and (iii)&nbsp;the Agreement does not limit Executive&#146;s right to receive an award for providing information relating
to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, Executive will not be held criminally or civilly liable under any Government Agency&#146;s trade secret law for the disclosure
of a trade secret that (i)&nbsp;is made (A)&nbsp;in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B)&nbsp;solely for the purpose of reporting or investigating a suspected
violation or law, or (ii)&nbsp;is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected
violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade
secret except pursuant to court order. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(g) The terms and obligations of the Employment Agreement and this Agreement shall inure to the
benefit of Executive&#146;s heirs and estate. </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">28 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5. <U>Executive&#146;s Rights to Counsel, Consider, Revoke, and Rescind</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) The Corporation hereby advises Executive to consult with an attorney prior to signing this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Executive further understands that Executive has 21 days to consider Executive&#146;s release of rights and claims of age discrimination
under the ADEA and OWBPA, beginning the date on which Executive receives this Agreement. Executive agrees that he was provided this Agreement on
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 20<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> for consideration. If Executive signs
this Agreement, Executive understands that Executive is entitled to revoke Executive&#146;s release of any rights or claims under the ADEA and OWBPA within seven days after Executive has executed it, and Executive&#146;s release of any rights or
claims under the ADEA and OWBPA will not become effective or enforceable until the seven-day period has expired. To revoke such release, Executive must put the rescission in writing and deliver it to the Corporation by hand or mail within the
seven-day period. If Executive delivers the rescission by mail, it must be: (i)&nbsp;postmarked within seven calendar days after the date on which Executive signs this Agreement; (ii)&nbsp;addressed to the Corporation, c/o General Counsel, 979
Batesville Road, Suite B, Greer, SC 29651; and (iii)&nbsp;sent by certified mail return receipt requested. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">If Executive revokes or
rescinds Executive&#146;s waivers of discrimination claims as provided above, Executive shall not be entitled to receive the Severance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. <U>Non-Admission</U>. The Corporation and Executive enter into this Agreement expressly disavowing fault, liability, and wrongdoing,
liability at all times having been denied. Neither this Agreement, nor anything contained in it, will be construed as an admission by either of them of any liability, wrongdoing, or unlawful conduct whatsoever. If this Agreement is not executed, no
term of this Agreement will be deemed an admission by either party of any right that he/it may have with or against the other. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. <U>No
Oral Modification or Waiver</U>. This Agreement may not be changed orally. No breach of any provision hereof can be waived by either party unless in writing. Waiver of any one breach by a party will not be deemed to be a waiver of any other breach
of the same or any other provision hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. <U>Governing Law</U>. This Agreement will be governed by the substantive laws of the State
of Delaware without regard to conflicts of law principles. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. <U>Forum Selection, Jurisdiction, and Venue</U>. Executive and the
Corporation 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, without jury, 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10. <U>Counterparts</U>. This Agreement may be executed in any number of counterparts, each such counterpart will be deemed to be an original
instrument, and all such counterparts together will constitute but one agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11. <U>Blue Pencil Doctrine</U>. In the event that any
provision of this Agreement is unenforceable under applicable law, the validity or enforceability of the remaining provisions will not be affected. To the extent any provision of this Agreement is judicially determined to be unenforceable, a court
of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this Agreement will, where possible, be interpreted so as to sustain its legality and enforceability. </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">29 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12. <U>Agreement Freely Entered Into</U>. Executive and the Corporation have voluntarily and free
from coercion entered into this Agreement. Each has read this Agreement carefully and understands all of its terms, and has had the opportunity to discuss this Agreement with his/its own attorney prior to its execution. In agreeing to sign this
Agreement, neither party has relied on any statements or explanations made by the other party, their respective agents, or attorneys except as set forth in this Agreement. Both parties agree to abide by 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">30 </P>


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 <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
dates set forth below. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="7%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Brian J. Fisher</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Dated:&nbsp;<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<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></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name:&nbsp;<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Its:&nbsp;<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Dated:&nbsp;<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U></TD></TR>
</TABLE>
 <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">31 </P>

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