8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-KCURRENT REPORTPursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 18, 2018

WORLD ACCEPTANCE CORPORATION

(Exact name of registrant as specified in its charter)

South Carolina	000-19599	57-0425114
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

108 Frederick Street, Greenville, South Carolina	29607
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 864-298-9800

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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 13(a) of the Exchange Act. o

Introductory Note

On January 22, 2018, World Acceptance Corporation (the “Company”) announced changes in its senior management and board of directors.  In addition, the Company announced the conclusion of the previously disclosed Civil Investigative Demand (“CID”) from the Consumer Financial Protection Bureau (the “CFPB”).  Accordingly, this Current Report on Form 8-K responds to the following items:

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

◦ Item 8.01. Other Matters

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

Termination of President and Chief Executive Officer

On January 19, 2018, the Company and Janet L. Matricciani agreed that Ms. Matricciani’s role as President and Chief Executive Officer of the Company would terminate, effective January 22, 2018. The Company and Ms. Matricciani have agreed that the termination of Ms. Matricciani’s employment will be treated as a termination by the Company without cause (other than in connection with a change of control) for all purposes under her employment agreement and related equity award agreements with the Company. As a result, Ms. Matricciani’s employment agreement dated November 19, 2015 has been terminated. In addition, Ms. Matricciani resigned from the Company’s Board of Directors (the “Board”), effective January 22, 2018.

The Company and Ms. Matricciani entered into a separation agreement (the “Separation Agreement”) on January 22, 2018 in connection with Ms. Matricciani’s separation from the Company. Under the Separation Agreement, Ms. Matricciani is entitled to receive (i) a lump sum payment equal to $42,400 for accrued base salary and accrued vacation through the termination date; (ii) a lump sum payment equal to $31,020 for 19 months of COBRA premiums, (iii) $793,728 of vested accrued benefits under the Company’s 2005 Supplemental Income Plan, and (iv) $1,596,650 in severance payments, representing two (2) times the sum of (a) Ms. Matricciani’s current base salary plus (b) the average annual bonus paid to Ms. Matricciani during the period of her employment in respect of the three fiscal years prior to termination, payable in 24 equal monthly installments. In addition, certain equity awards that were previously granted to Ms. Matricciani will vest and become exercisable in accordance with the terms of Ms. Matricciani’s employment agreement with the Company and the applicable plans and award agreements. Ms. Matricciani will also be eligible to receive a pro rata bonus payment for the current fiscal year, provided the Company meets the corporate goals established by the Board for the current fiscal year. The Separation Agreement includes customary waiver and release provisions in favor of the Company, as well as non-competition, confidentiality, and non-disparagement covenants. In addition, certain payments and benefits due to Ms. Matricciani under the Separation Agreement are subject to recovery by the Company upon the occurrence of certain specified events.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Appointment of Interim President and Chief Executive Officer

Until a permanent successor to Ms. Matricciani is appointed, the Board has appointed James H. Wanserski as Interim President and Chief Executive Officer, effective January 22, 2018.

Mr. Wanserski, age 65, has served as a consultant with JS&R Business Services, L.L.C. d/b/a Wanserski & Associates (“W&A”) since 2010. Through W&A, Mr. Wanserski has served in interim executive-level positions for numerous other companies. Mr. Wanserski served as a partner of Hardesty, LLC from 2015 to June 2016, where he provided executive-level services to various middle-market companies. From 2007 to 2010, Mr. Wanserski served as a Consulting Director for boutique consulting firms. From 2002 until 2007, Mr. Wanserski served as a Consulting Manager of a consulting firm, Morris-Anderson & Assoc., Ltd. Prior to that, he served in executive, operations, regulatory, and finance positions with MCI, Telecom*USA and Sprint. Mr.

Wanserski has an MBA in finance and an undergraduate accounting degree. There are no transactions in which Mr. Wanserski has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Wanserski has no family relationship with any other director or other executive officer of the Company.

Mr. Wanserski will not receive any fixed compensation from the Company for his service as Interim President and Chief Executive Officer. The Company has entered into a services agreement, dated January 22, 2018, with Mr. Wanserski and W&A (the “Services Agreement”). Under the terms of the Services Agreement, W&A will receive a monthly fee in the amount of $40,000, in addition to reimbursement from the Company for all reasonable out-of-pocket expenses, including costs of travel, temporary housing and lodging expenses, legal counsel, and any applicable sales or excise tax and other direct expenses. The Services Agreement has no specified term and is terminable by either party as of the end of any month upon at least ten (10) days prior written notice to the other party. In the event the Services Agreement is terminated by the Company within the first three months, W&A will be eligible to receive an amount equal to (i) $120,000, less (ii) the aggregate amount of fees previously paid to W&A under the Services Agreement, payable in a single lump sum within 10 days after termination of the Services Agreement. Under the terms of the Services Agreement, the Company is also required to indemnify Mr. Wanserski and W&A to the fullest extent permitted by South Carolina law for losses arising out of or in connection with this engagement.

The foregoing description of the Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference. The press release announcing Mr. Wanserski’s appointment as Interim President and Chief Executive Officer is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events

Board Size

Upon Ms. Matricciani’s resignation from the Board, the Board reduced the size of the Board from six to five directors, as permitted by the Company’s bylaws.

Update on CFPB Civil Investigative Demand

As previously disclosed, on March 12, 2014, the Company received a CID from the CFPB. The stated purpose of the CID is to determine whether the Company has been or is “engaging in unlawful acts or practices in connection with the marketing, offering, or extension of credit in violation of Sections 1031 and 1036 of the Consumer Financial Protection Act, 12 U.S.C. §§ 5531, 5536, the Truth in Lending Act, 15 U.S.C. §§ 1601, et seq., Regulation Z, 12 C.F.R. pt. 1026, or any other Federal consumer financial law” and “also to determine whether Bureau action to obtain legal or equitable relief would be in the public interest.” The Company responded, within the deadlines specified in the CID, to broad requests for production of documents, answers to interrogatories and written reports related to loans made by the Company and numerous other aspects of the Company’s business.

By letter dated January 18, 2018, the CFPB informed the Company that it had concluded its investigation and would not be proceeding with an enforcement action against the Company. The press release announcing the update to our CID from the CFPB is included as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Separation Agreement, dated January 22, 2018, by and between Janet L. Matricciani and World Acceptance Corporation
10.2	Services Agreement, dated January 22, 2018, by and between James H. Wanserski, JS&R Business Services, L.L.C. d/b/a Wanserski & Associates and World Acceptances Corporation
99.1	Press Release, dated January 22, 2018, announcing appointment of interim President and Chief Executive Officer
99.2	Press Release, dated January 22, 2018, announcing update on CFPB Civil Investigative Demand

SIGNATURES

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

		WORLD ACCEPTANCE CORPORATION
Date:	January 22, 2018	By:	/s/ John L. Calmes, Jr.
			John L. Calmes, Jr.
			Senior Vice President and Chief Financial Officer

EX-10.1

EXHIBIT 10.1

SEPARATION AGREEMENT AND GENERAL RELEASE

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made and entered into and shall be effective as of the 22nd day of January, 2018, by and between WORLD ACCEPTANCE CORPORATION, a South Carolina corporation (the “Company”), and JANET LEWIS MATRICCIANI, an individual and resident of the State of South Carolina (“Executive”). The Company and Executive are collectively referred to in this Agreement as the “Parties” and individually as a “Party”.

Reference is made to that certain Employment Agreement between the Company and Executive dated effective as of November 19, 2015 (the “Employment Agreement”).

In consideration of the mutual promises, covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.    Separation from Company; Resignation from Offices and Directorships. The Parties agree that Executive’s employment with the Company shall terminate effective January 22, 2018 (the “Separation Date”). Simultaneously with the termination of Executive’s employment on the Separation Date, Executive shall and does hereby resign from any and all officer and director positions with the Company and any of its subsidiaries and affiliates, including without limitation from Executive’s position as President and Chief Executive Officer of the Company and a member of the Board of Directors of the Company, from Executive’s position as an officer and member of any board of directors or similar governing body of any entity in which the Company holds an equity interest, and from Executive’s position as an officer and member of any board of directors or similar governing body of which Executive serves as a designee or other representative of the Company or any of its subsidiaries or affiliates. Executive agrees to promptly sign all appropriate documentation, if any, prepared by the Company to facilitate or effectuate Executive’s resignations from any such offices, directorships or other positions.

2.    Accrued Obligations and Vested Benefits. Executive shall be paid all earned salary through the Separation Date, less all applicable deductions and taxes under federal, state and local law, and other deductions which are currently being made. Executive shall be paid for unused vacation or paid time off in accordance with Company policy. All reasonable and approved expenses incurred through the Separation Date shall be reimbursed in the ordinary course in accordance with Company policy, provided that all such expenses have been or will be submitted for reimbursement within thirty (30) days following the Separation Date. Executive’s health insurance benefits shall end as of January 31, 2018 in accordance with the terms of the applicable benefit plans, except as may be continued at Executive’s election under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Benefits under the Company’s Supplemental Executive Retirement Plan (“SERP”) shall be payable in accordance with the provisions of such plan. Executive acknowledges and agrees that the amount due to Executive under the Company’s SERP is $793,728. Executive’s vested and unvested stock options and other equity awards (if any) shall be subject to the terms and conditions of Executive’s Employment Agreement and the Company’s stock option and other equity plans (if any) and subject to the terms and conditions of any related agreements in connection with such options or other equity awards. All other employee benefits and privileges shall end as of the Separation Date, except as otherwise agreed by the Company in writing or provided under the terms of the applicable benefit plans.

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3.    Separation Payments and Benefits. In consideration of Executive’s promises in this Agreement, and conditioned upon (1) Executive executing and delivering this Agreement within the time frame set forth in Section 13(c), (2) Executive not revoking this Agreement as provided in Section 13(c), and (3) Executive continuing compliance with her covenants and obligations under this Agreement, including without limitation Executive’s continuing obligations referenced in Sections 5, 6 and 10, the Company shall provide Executive with the following separation payments and benefits:

(a)    The Company shall pay to Executive certain separation payments (the “Separation Payments”) in the sum total amount of $1,596,650, representing two (2) times the sum of (i) Executive’s current annual base salary and (ii) the average annual bonus paid to Executive during the period of employment in respect of the three (3) fiscal years prior to the Separation Date, and assuming Executive otherwise meets the conditions set forth in this Agreement. The Separation Payments shall be subject to all applicable deductions and taxes under federal, state and local law. The Separation Payments shall be made in twenty-four (24) substantially equal monthly installments on the Company’s regular pay dates, with the first installment of the Separation Payments to be made on the first regular pay date after the revocation period provided under Section 13 expires and Executive does not revoke this Agreement, and the remaining installments will be made on Company’s regular pay dates each month thereafter.

(b)    The Company shall also pay to Executive, in a single lump sum, a cash payment in the amount of $31,020 (the “COBRA Payment”), representing nineteen (19) months of continuation health coverage under COBRA. The COBRA Payment shall be issued on the thirtieth (30th) day following the Separation Date, assuming Executive does not revoke this Agreement and otherwise meets the conditions set forth herein. It shall be Executive’s sole obligation to timely elect COBRA continuation coverage, and Executive shall be solely responsible for timely making any applicable premium payments to maintain such coverage should Executive choose to elect COBRA continuation coverage. Coverage premiums are subject to change. Executive is not required to purchase COBRA continuation coverage.

(c)    So long as the Company meets the corporate goals established by the Company’s Board of Directors for any bonus payment, Executive shall be eligible to receive a pro rata share of any annual incentive award (the “Pro Rata Bonus”), if any, for the Company’s current fiscal year. The Pro Rata Bonus shall be in an amount determined by the Company in its sole discretion under the Company’s Executive Incentive Plan and multiplied by a fraction (the numerator of which is the number of full and partial months of employment during the fiscal year, and the denominator of which is twelve (12)). The Pro Rata Bonus, if any, shall be paid on the same date on which annual incentives are paid to other Company executives for the fiscal year, but not later than two and one-half months following the end of the Company’s fiscal year.

(d)    Any of Executive’s unvested stock options and other unvested equity incentives or other unvested incentive awards shall fully vest and become exercisable if permitted by and according to the terms of the applicable incentive plans and award documents; provided, however, that (i) any of Executive’s stock options, equity incentives or incentive awards that are subject solely to time-based vesting shall accelerate and vest as of the Separation Date and (ii) all vested stock options held by Executive shall be exercisable for a period of one (1) year from the Separation Date but not beyond the original expiration of their term. For the avoidance of doubt, no portion of any equity or incentive award subject to performance-based vesting shall vest under this Section 3(d).

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(e)    The Company shall assign title to Executive’s company-owned car to Executive free and clear of all liens, deliverable contemporaneously with the Separation Date.

(f)    The Company shall transfer to Executive a laptop computer comparable to Executive’s current company-issued laptop computer. Executive agrees to immediately return Executive’s current laptop computer, without removing or deleting any information therefrom, and to provide the Company with all passcodes and passwords necessary to access the information thereon. The Company shall reasonably cooperate with Executive to provide her with a copy of all personal information and documents, if any, contained on Executive’s laptop computer.

(g)    The Company shall transfer to Executive a new Apple iPhone 8. Executive agrees to immediately return Executive’s current company-issued Apple iPhone 8, without removing or deleting any information therefrom, and to provide the Company with all passcodes and passwords necessary to access the information thereon. The Company shall reasonably cooperate with Executive to provide her with a copy of all personal information (including Executive’s personal contacts list) from Executive’s current cell phone. The Company shall also transfer to Executive Executive’s current cell phone number. For the avoidance of doubt, the Company shall have no obligation whatsoever to pay for any cell phone plan, fees or other charges incurred in connection with Executive’s use of such cell phone after the Separation Date.

(h)    The Company shall pay to Executive the sum of $30,000 to reimburse Executive for the cost of legal counsel retained by Executive in connection with the drafting and negotiation of this Agreement.

(i)    Executive agrees that Executive shall be entitled to receive the Separation Payments, the COBRA Payment, the Pro Rata Bonus and the other benefits described in Sections 3(d), 3(e), 3(f), 3(g) and 3(h) (collectively, the “Separation Benefits”) in consideration of the promises and releases Executive makes in this Agreement, and that if Executive does not sign and return this Agreement in accordance with Section 13(c) or if Executive revokes this Agreement, Executive shall not receive the Separation Benefits set forth in this Section 3. All Separation Benefits shall be subject to all applicable deductions and taxes under federal, state and local law.

4. General Release and Waiver of Claims. (a)    In consideration of the promises in this Agreement and the payment of the Separation Benefits set forth herein, Executive voluntarily and of Executive’s own free will, to the fullest extent permitted by law, hereby forever releases, waives, discharges and holds harmless, the Company and its former, current and future subsidiaries, joint ventures, affiliates, divisions, parents, equity holders, predecessors, successors and assigns, and all of their current, former and future officers, shareholders, members, partners, principals, investors, owners, directors, trustees, joint venturers, insurers, attorneys, auditors, employees, agents (in their official and individual capacities), employee benefit plans and their administrators and fiduciaries (in their official and individual capacities) and all of their affiliates, predecessors, successors and assigns (the “Released Parties”), from any and all claims, rights, causes of action and demands of whatever nature, whether known or unknown, foreseen or unforeseen, that Executive had, now has or may have against any of them arising from any act, event or omission which has occurred up through the date Executive signs this Agreement. This general release and waiver of claims includes, but is not limited to, (i) claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Older Worker Benefit Protection Act of 1990, the Americans With Disabilities Act, the Equal Pay Act, the Genetic Information

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Non-Discrimination Act, the National Labor Relations Act, the Pregnancy Discrimination Act, the Immigration Reform and Control Act, the Employee Retirement Income Security Act of 1974 (ERISA), Sections 503 and 504 of the Rehabilitation Act of 1973, the Family and Medical Leave Act, and the Worker Adjustment Retraining and Notification Act, all as amended; (ii) all other federal, state and local anti-discrimination, labor or employment laws or regulations or orders to the extent any such claims may legally be waived by private agreement; (iii) claims and potential claims relating to or arising out of any work Executive has done for the Company in any capacity, Executive’s employment, the terms and conditions of Executive’s employment and/or Executive’s separation from employment, including but not limited to statutory claims and claims in common law or in equity, including without limitation claims for discrimination, harassment, retaliation for asserting any claims, whistle-blowing, breach of contract (oral or written, express or implied), detrimental reliance, breach of policy or practice, constructive discharge, wrongful discharge, negligence, emotional distress, pain and suffering and all torts, including any intentional torts, such as defamation; (iv) claims and potential claims subject to federal, state and local occupational safety and health laws and regulations; (v) claims or potential claims under any other federal, state or local Constitution, statute, regulation, agreement, order or duty; (vi) claims or potential claims concerning or based on the adequacy of Executive’s compensation or remuneration, including incentive payments, commissions, bonuses, expense reimbursements, or claims for benefits, to the extent any and all such claims are legally capable of being waived; and (vii) any claims or potential claims for relief of any kind, including but not limited to claims for back pay, front pay, compensatory or punitive damages, reinstatement or other equitable relief, injunctive or declaratory relief, attorneys’ fees, costs, disbursements of any kind.

(b)    The foregoing releases do not include any claims or rights (i) that Executive may have under COBRA, (ii) that Executive may have for unemployment insurance or workers’ compensation benefits, (iii) to vested benefits under the written terms of a qualified employee pension benefit plan, (iv) to enforce this Agreement, (v) that may arise after the date that Executive signs this Agreement, or (vi) for rights to indemnification that Executive has against the Company, as specifically set forth in that certain Undertaking entered into by and between Executive and the Company effective as of ___________________, 2017 (the “Undertaking”), the terms of which are incorporated by reference in this Agreement. The Parties further acknowledge and agree that nothing in this Agreement shall in any way extinguish any rights Executive or the Company may have arising out of related to the Undertaking and any obligations set forth therein.

(c)    Executive is aware that she may hereafter discover claims or facts in addition to or different from those Executive now knows or believes to exist with respect to the subject matter of this Agreement; however, Executive and Executive’s successors and assigns hereby settle and release all of the claims which Executive may have against the Company and the other Released Parties. Executive further represents and warrants that Executive has not assigned or transferred, or purported to assign or transfer to any third party, any claim released by this Agreement, and that Executive shall and does hereby agree to indemnify the Company and the other Released Parties and hold them harmless against any claims, costs or expenses (including attorneys’ fees) paid or incurred, arising out of or related to any such transfer or assignment.

(d)    Notwithstanding anything in this Agreement to the contrary, (i) nothing in this Agreement, the Employment Agreement, the Undertaking, or any other agreement between the Executive and the Company shall be construed to prohibit Executive from filing a charge with, reporting possible violations of law or regulation to, or participating, communicating, or cooperating with any governmental agency or entity (including but not limited to the Equal Employment Opportunity Commission, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, Congress, or any agency Inspector General) in any investigation or

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proceeding that may be conducted by any government agency or entity, including providing documents or other information, or making other disclosures that are protected under the whistleblower, anti-discrimination, or anti-retaliation provisions of federal, state or local law or regulation; (ii) Executive does not need the prior authorization of the Company to take any action described in (i), and Executive is not required to notify the Company that she has taken any action described in (i); and (iii) this Agreement does not limit Executive’s right to receive an award for providing information relating to a possible securities law violation to the U.S. Securities and Exchange Commission. Further, notwithstanding the foregoing, Executive will not be held criminally or civilly liable under any government agency’s trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation or law; or (y) 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. Except as provided above, Executive knowingly and intentionally waives and releases any right to monetary relief or other individual specific remedy that might be sought on Executive’s behalf by any other person, entity, local, state or federal government or agency thereof, including specifically the Equal Employment Opportunity Commission, U.S. Department of Labor, or any state agency, and to the extent Executive receives any personal or monetary relief in connection with any such charge, investigation or proceeding, the Company shall be entitled to an offset for Separation Benefits.

(e)    By signing this Agreement, Executive acknowledges that other than as provided in this Agreement, Executive has received all entitlement due from the Company relating to Executive’s employment with the Company, including but not limited to all wages, sick pay, vacation pay, bonus and incentive compensation, overtime pay, and any paid and unpaid personal leave for which Executive is eligible and entitled.

5.    Representations and Warranties. Executive represents and warrants that Executive has no known workplace injuries or occupational diseases which would be compensable under the applicable state’s workers’ compensation system, that Executive has been provided and/or has not been denied or retaliated against for requesting or taking any leave under the Family and Medical Leave Act or any other federal, state, or local law, and that Executive has not engaged in any unlawful or fraudulent conduct in connection with Executive’s employment or duties with the Company. Executive further represents and warrants that Executive has not instituted any legal proceeding or lawsuit of any kind against the Company, and that Executive has not assigned any rights or interests to any claims released or waived in this Agreement to any other person or party. Executive further represents and warrants that Executive has conducted herself at all times in good faith; that (a) when acting in her official capacity for the Company, she reasonably believed that Executive’s conduct was in the best interests of the Company, and (b) at all other times she reasonably believed her conduct was at least not opposed to the Company’s best interest; and that she had no reasonable cause to believe that her conduct was unlawful. Executive further represents and warrants that to the best of Executive’s knowledge after due inquiry, any and all statements made or information provided by Executive to the Company or its legal counsel in connection with the investigation of the Company’s operations in Mexico is true and accurate in all respects; that to the best of Executive’s knowledge after due inquiry, none of such statements or information contains any untrue or inaccurate information or omits to state any fact necessary to make any of such statements or information not misleading; that Executive does not have knowledge of any fact or information regarding the subject matter of such investigation that Executive has not disclosed to the Company or its legal counsel; and that Executive has not become aware, after due inquiry, of any information that could materially impact, modify or change any statements made or information

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provided by Executive to the Company or its legal counsel in connection with the investigation of the Company’s operations in Mexico.

6.    Restrictive Covenants. Executive acknowledges and agrees that, in addition to the provisions of this Agreement, Executive is subject to certain post-employment covenants and restrictions contained in Section X of the Employment Agreement; provided, however, that such post-employment covenants and restrictions shall be limited as follows: notwithstanding anything to the contrary in Section X of the Employment Agreement, Executive shall be permitted to be employed by, consult for, provide services to, invest in, and/or provide financing to any online lender or any banking institution who is a Competitor (other than a Large Bank), only with the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed). Executive further acknowledges and agrees that all post-employment covenants and restrictions contained in the Employment Agreement shall remain in full force and effect and are incorporated by reference in this Agreement, and that Executive shall remain subject to such post-employment covenants and restrictions regardless of whether Executive signs or revokes this Agreement.

7.    Property of Company. Executive represents and warrants that Executive has returned to the Company all of the Company’s property, including but not limited to all documents, materials, confidential information, keys, access cards, laptop computers, flash drives and memory devices, phones and mobile devices, electronically-stored information, and any other Company property in Executive’s possession or control, including all copies and summaries thereof. In addition, Executive represents and warrants that there are no outstanding returnable advances and/or loans that have been made to Executive by the Company prior to the Separation Date. Furthermore, to the extent that Executive made use of Executive’s own personal computing devices (including any mobile device or phone, tablet, laptop, flash drives, and other devices and media) during Executive’s employment, Executive agrees to deliver such personal computing devices to the Company for review and permit the Company to copy all confidential and/or proprietary information of the Company from such personal computing devices and to permanently remove such information or take such other action as the Company deems necessary in its sole discretion, subject to any litigation hold then in effect. Executive further agrees (a) to notify the Company in writing of any and all confidential and/or proprietary information of the Company contained in any personal email, cloud or other storage device, (b) to permit the Company to copy all such confidential and/or proprietary information of the Company from same, and (c) thereafter, to delete Executive’s copies of such confidential and/or proprietary information of the Company therefrom, subject to any litigation hold then in effect.

8.    Non-Disparagement. Executive agrees not to, whether in writing or orally, malign, denigrate or disparage the Company or any of the other Released Parties, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light, subject to Executive’s rights to make truthful statements to government agencies as provided in Section 4(d). Likewise, the Company agrees that from and after the date hereof, that it shall not cause or permit any authorized representative of the Company, whether in writing or orally, to malign, denigrate or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) internal or external statements or communications that tend to portray Executive in an unfavorable light, and upon notice in the event of any such disparagement by any authorized representative of the Company, the Company shall direct such representative to cease any such disparagement, subject to the Company’s right to make truthful statements to government agencies. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit Executive or the Company from (a) responding publicly to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement or (b) making any truthful statement to the extent (i) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or (ii) required by law or

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by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction over Executive or the Company. Nothing in this Agreement prohibits or restricts any statement by the Company in reports, filings or information filed with or furnished or otherwise provided to (or published pursuant to rule or regulation of) the U.S. Department of Justice, the U.S. Securities and Exchange Commission (the “SEC”) or other regulators of the Company (including self-regulatory organizations), any of which may be publicly available (including on the Company’s website). Without limiting the foregoing, the Parties acknowledge and agree that this Agreement will be disclosed in the Company’s filings with the SEC. Pursuant to Company policy, in response to any job reference or other inquiries regarding Executive’s employment, the Company will provide only the position(s) Executive held, the dates of Executive’s employment with the Company and Executive’s compensation.

9.    Clawback. In the event (a) Executive files any claim, suit or legal proceeding which is released by Executive pursuant to Section 4, or (b) the Company determines that Executive has breached or otherwise failed to comply with Sections 6 and/or 10 of this Agreement and Executive has not remedied such breach or failure within five (5) days of receipt of written notice from the Company of its determination that Executive has breached or otherwise failed to comply with any of such Sections, or (c) Executive is convicted of or pleads guilty or nolo contendere to any felony or any crime involving moral turpitude which conviction or plea relates to or arises from Executive’s service with the Company, the Company may terminate all payments and benefits to Executive otherwise due pursuant to Section 3 of this Agreement, and require Executive, no later than ten (10) days after receipt of a written request for repayment from the Company, to repay to the Company all payments made and to return or reimburse the Company for all awards issued and benefits provided to Executive pursuant to Section 3 of this Agreement. Executive acknowledges and agrees that all compensation recovery, forfeiture and clawback related provisions in any policy, plan, program, award or award notice of the Company and which apply to Executive shall continue in full force and effect after the Separation Date, including to the extent necessary to comply with applicable law as such may be adopted or modified after the Separation Date. To the extent permitted by law, the Separation Payments may be reduced to enforce any repayment obligation of Executive to the Company.

10.    Cooperation. Following the Separation Date, Executive agrees to cooperate fully with the Company in the defense, prosecution, or conduct of any claims, actions, investigations, or reviews now in existence or which may be initiated in the future against, involving, or on behalf of the Company which relate to events or occurrences that transpired while Executive was employed by the Company (“Matters”). Executive’s cooperation in connection with such Matters shall include, but not be limited to, being available for telephone conferences with outside counsel and/or personnel of the Company, being available for interviews, depositions and/or to act as a witness on behalf of the Company, if reasonably requested. Subject to the Undertaking, the Company shall pay all reasonable expenses incurred in connection with a request made by the Company pursuant to this Section. Subject to Section 4(d), Executive further agrees that, without the prior written consent of the Company or its attorneys, Executive shall not communicate with any person who is pursuing, or may be pursuing, any claims against the Company, or any attorneys for such persons, about such claims or potential claims, and Executive shall promptly inform the Company or its counsel of any efforts by such persons or their attorneys to speak with Executive.

11.    Section 409 Compliance. It is intended that the Separation Benefits shall be exempt from Internal Revenue Code Section 409A (“Section 409A”) due to the “short-term deferral” exception set forth in Treasury Section 1.409A-1(b)(4), or such other exemption as may apply. Each payment or benefit payable under this Agreement is intended to constitute separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). In the event that any of the Separation Benefits are considered nonqualified deferred compensation as defined in Section 409A and such amounts are payable during a period in which Executive is a “Specified Employee” under Section 409A and the 6-month mandatory delay applies, then, amounts

7

that would otherwise be payable during the six-month period immediately follow the Separation Date shall be accumulated through and paid on the first day of the seventh month following the Separation Date (or if Executive dies during such period, within 30 days after Executive’s death). The normal payment or distribution schedule for any remaining payments or distributions shall resume at the end of the six-month period. To the extent a provision of the Agreement is contrary to or fails to address the requirements of Section 409A and related Treasury Regulations, the Agreement shall be construed and administered as necessary to comply with such requirements to the extent allowed under applicable Treasury Regulations until the Agreement is appropriately amended to comply with such requirements.

12.    Denial of Wrongdoing. The Parties understand and agree that this Agreement shall not be considered an admission of liability or wrongdoing by any Party, or an accusation thereof, and that the Parties deny any liability or wrongdoing and nothing in this Agreement can or will be used by or against any Party with respect to claims, defenses or issues in any litigation or proceeding except to enforce the Agreement itself. Each of the Company and Executive denies committing any wrongdoing or violating any legal duty with respect to Executive’s employment or the termination of Executive’s employment. The language of this Agreement shall not be construed strictly for or against any Party, and the Parties shall be considered equal drafters hereof.

13.Miscellaneous Provisions. (a)    This Agreement, which incorporates the Undertaking and any applicable confidentiality agreement and post-employment restrictive covenants contained in the Employment Agreement, sets forth the entire understanding and agreement of the Parties as to the subject matter of this Agreement and fully supersedes any and all prior agreements or understandings between the Parties pertaining to the subject matter of this Agreement. This Agreement may not be modified, altered or changed except in a written document signed by Executive and an authorized representative of the Company. Executive agrees that no Company representative has made any representation to Executive relating to this Agreement which is not contained in the express terms of this Agreement.

(b)    Any failure of either Party to enforce any provision of this Agreement will not constitute a waiver of that Party’s right to subsequently enforce such provision or any other provision of this Agreement. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision shall immediately become null and void leaving the remainder of this Agreement in full force and effect.

(c)    Executive acknowledges that the Older Workers Benefit Protection Act (“OWBPA”) requires the Company to provide Executive with the following disclosures to ensure Executive’s release and waiver of claims under the federal Age Discrimination in Employment Act is knowing and voluntary and Executive acknowledges and agrees as follows:

(i)    Executive has read this entire document, and Executive fully understands it. Executive understands its legal and binding effect. Executive is acting voluntarily and of Executive’s own free will in signing this Agreement.

(ii)    The Separation Benefits the Company is providing Executive in return for signing and not revoking this Agreement are in addition to anything of value to which Executive already is entitled. Specifically, Executive acknowledges that Executive is not entitled to the Separation Benefits from

8

the Company under Section 3 if Executive does not sign this Agreement or if Executive signs this Agreement, but then revokes this Agreement.

(iii)    Executive has had the opportunity to seek, and the Company hereby advises Executive in writing to seek legal counsel prior to signing this Agreement.

(iv)    Executive has had up to twenty-one (21) calendar days from Executive’s receipt of this Agreement within which to consider whether to sign this Agreement. If Executive chooses to sign this Agreement before the 21-day period has elapsed, Executive does so knowingly and voluntarily, and will be deemed to have waived the remaining portion of such 21-day period. This Agreement will be void if Executive does not sign it within twenty-one (21) calendar days after Executive has received it. Executive agrees that any changes to this Agreement, whether material or immaterial, do not restart the running of the 21-day consideration period.

(v)    Executive has seven (7) calendar days following Executive’s signing of this Agreement to revoke this Agreement by delivering such revocation to the Company within the seven (7) day period. Such revocation shall be in writing and shall be deemed to have been duly given and delivered if transmitted by email and sent in paper form mailed by certified mail (return receipt requested) or sent by FedEx or other nationally recognized overnight delivery service to the Company to the attention of Ken R. Bramlett, Jr. at the Company’s headquarters. This Agreement shall not be effective until the seven-day revocation period has expired and Executive does not exercise her right to revoke.

(d)    This Agreement is made and shall be governed by the laws of the State of South Carolina, without regard to its conflicts of laws principles. Any disputes under or challenges to this Agreement must be decided by an appropriate state or federal court in Greenville, South Carolina. Executive expressly consents to the personal jurisdiction of the South Carolina state and federal courts in Greenville for purposes of challenging or enforcing this Agreement and waives any objections or defenses to personal or subject matter jurisdiction or venue in any such proceeding before any such court.

(e)    This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

[signature page follows]

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IN WITNESS WHEREOF, the Company and Executive have duly executed this Agreement as of the day and year first above written.

COMPANY:
WORLD ACCEPTANCE CORPORATION
By:	/s/ Charles D. Way
Name:	Charles D. Way
Title:	Board Member
EXECUTIVE:
	/s/ Janet Lewis Matricciani
	Janet Lewis Matricciani

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EX-10.2

EXHIBIT 10.2

SERVICES AGREEMENT

This SERVICES AGREEMENT (the “Agreement”) dated as of January 22, 2018 (the “Effective Date”) is made by and between WORLD ACCEPTANCE CORPORATION, a South Carolina corporation (“WRLD” or the “Company”) and JAMES H. WANSERSKI (“Wanserski”) and JS&R BUSINESS SERVICES, L.L.C. d/b/a Wanserski & Associates, a Georgia limited liability company (“W&A”).

RECITALS:

WHEREAS, the parties hereto desire to enter into this Agreement to set forth the basis on which Wanserski and W&A will perform management services for the Company, all as set forth more fully in this Agreement.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein, and intending to be legally bound hereby, the parties to this Agreement hereby agree as follows:

1.Engagement. The Company hereby engages W&A and Wanserski, and W&A and Wanserski hereby accept such engagement, on the terms and conditions set forth in this Agreement. The Company is hereby obtaining from W&A the services of Wanserski as set forth below. All compensation for the services and actions of W&A and Wanserski under this Agreement will be paid to W&A. All services shall be provided by W&A and Wanserski in accordance with Section 33-8-420 of the South Carolina Code of Laws of 1976, as amended, and in accordance with all other applicable international and U.S. laws and regulations.

2.Duties.

(a)The provisions of this Section 2 shall be subject to the Company’s Articles of Incorporation, Bylaws (including without limitation the provision that the business and affairs of the Company shall be managed by its Board of Directors (the “Board”)) and all other applicable governing documents and policies (including without limitation committee charters and the Company’s Governance Policy, Code of Business Conduct and Ethics and Insider Trading Policy), as well as all applicable laws, regulations and requirements of Nasdaq Stock Market LLC and/or any other securities exchange on which the Company’s securities are listed or traded.

(b)Wanserski shall be authorized to make decisions with respect to all aspects of the management and operation of the Company’s business, including without limitation organization and human resources, marketing and sales, logistics, finance and administration and such other areas as he may identify, in such manner as he deems necessary or appropriate in his reasonable judgment in a manner consistent with the business judgment rule and the provisions of applicable law. Wanserski shall not have any authority to make decisions with respect to hiring, appointing or terminating officers, executing transactions or otherwise committing the Company or its resources other than in the ordinary course of business unless approved in writing by the Board. For the avoidance of doubt, Wanserski shall not have any authority to make decisions with respect to employee compensation, equity grants or similar awards, or mergers or acquisitions unless approved in writing by the Board. All decisions of Wanserski shall be discussed to the extent Wanserski deems reasonably appropriate with the member or members of the Company’s management that Wanserski, in the exercise of reasonable judgment, determines to be appropriate prior to the implementation of such decisions and shall be implemented by the management of the Company (other than Wanserski), and any

dispute between such management and Wanserski regarding the implementation of such decisions shall be resolved definitively by the Board.

(c)Wanserski shall be obligated to furnish such hours of service at such locations as he deems necessary in his reasonable discretion to perform his duties hereunder. Consequently, it is hereby understood and agreed that Wanserski shall not be required to devote his full time to this engagement.

(d)In undertaking to provide the services set forth herein, W&A and Wanserski do not guarantee or otherwise provide any assurances of success in building the Company’s operational and financial health and stability and the Company’s obligation to provide the compensation specified under Section 4 hereof shall not be conditioned upon any particular results being obtained hereunder.

(e)In view of the Company’s present circumstances, the Company acknowledges that Wanserski may be required to make decisions with respect to extraordinary measures quickly and that the depth and scope of analysis of the information on which such decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. In addition to the right to rely on certain information, opinions, reports, or statements, including financial statements and other financial data, in the ordinary course of business as provided for in Section 33-8-420(b) of the South Carolina Code of Laws of 1976, as amended, Wanserski shall be entitled, in performing his duties hereunder, to rely on information disclosed or supplied to him by the Company’s management without further verification or warranty of accuracy or validity.

(f)Wanserski shall keep the Board fully apprised of his findings, plans and activities.

3.Term. The term of the engagement hereunder shall continue on a month to month basis until terminated by either party as of the end of any month upon written notice to the other party given at least ten days prior to the end of such month. In the event this Agreement is terminated by the Company prior to the expiration of the three-month period commencing on the Effective Date, the Company shall pay to W&A, in a single lump sum within ten (10) days after the effective date of termination of this Agreement, an amount equal to (a) the sum of $120,000, less (b) the aggregate amount previously paid to W&A pursuant to Section 4(a) as of the effective date of termination.

4.Compensation. Compensation hereunder shall consist of the following:

(a)Monthly Fee: The Company shall pay a monthly fee of $40,000 to W&A, payable on a pro-rated basis in immediately available funds upon execution of this Agreement, and on the tenth (10^th) day of each month thereafter throughout the term hereof (subject to adjustment as provided below).

(b)Expenses: Reimbursement of Wanserski’s reasonable out-of-pocket expenses including, but not limited to, costs of travel, temporary housing or lodging, legal counsel (including legal counsel retained to draft and enforce this Agreement), any applicable state sales or excise tax and other direct expenses.

The Company shall pay to W&A the compensation set forth in Sections 4(b) hereof based upon the submission of monthly invoices by W&A setting forth a detailed listing of the expenses sought to be reimbursed. Upon request W&A shall provide statements setting forth in reasonable detail the services provided hereunder. Payments of the amounts set forth in this Section 4 shall constitute full payment for the services provided under this Agreement.

5.Confidentiality.

(a)    W&A and Wanserski agree to treat any information received from the Company or its representatives with utmost confidentiality and except as provided in this Agreement, shall not publish, distribute or disclose in any manner any information developed by or received from the Company or its representatives (or materials based on or created with reference to such information) without the Company’s prior written approval (to be given or withheld in its sole discretion). All such information shall be used only for the benefit of the Company in providing the services hereunder, and shall not be used by W&A or Wanserski for any other purpose. The Company’s approval for disclosure is not needed to the extent the information sought is required to be disclosed by an order binding on W&A or Wanserski, issued by a court having competent jurisdiction over any of them, and such information is disclosed only pursuant to the terms of such order, or such information is otherwise publicly available other than through disclosure in breach of a confidentiality obligation under this Agreement by them with respect thereto; provided, where practical, advance written notice is provided to WRLD in sufficient time to permit WRLD to seek a protective order.

(b)    Notwithstanding anything in this Agreement to the contrary, (i) nothing in this Agreement or any other agreement with WRLD prohibits Wanserski from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by Government Agencies, including providing documents or other information; (ii) Wanserski does not need the prior authorization of the Company to take any action described in (i), and Wanserski is not required to notify the Company that he has taken any action described in (i); and (iii) this Agreement does not limit Wanserski’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, Wanserski shall not be held criminally or civilly liable under any federal, state or local trade secret law for the disclosure of a trade secret that (x) is made both (A) in confidence to a federal, state or local official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation or law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, if Wanserski files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Wanserski may disclose a Company trade secret to his attorney and use such 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.

(c)    For purposes of this Agreement, including without limitation Sections 5 and 6, the term “trade secret” shall have the meaning ascribed to such term in the South Carolina Trade Secrets Act.

6.Inventions. Each of W&A and Wanserski agrees that all right, title and interest in and to any information, trade secrets, inventions, discoveries, developments, derivative works, improvements, research materials and products made or conceived by either of them alone or with others during the course of performing services hereunder to the Company shall belong exclusively to the Company. Each of W&A and Wanserski hereby irrevocably waives in favor of the Company any and all copyright and moral rights, and irrevocably assigns to the Company any and all legal rights, that either of them may have in respect of any such materials. Each of W&A and Wanserski agrees to execute any assignments and/or acknowledgements or other documents or instruments in furtherance of the foregoing as may be requested by the Company from time to time, at the expense of the Company, without any further remuneration.

7.Representations and Warranties.

As an inducement to W&A and Wanserski to enter into this Agreement, the Company represents and warrants to W&A and Wanserski as follows:

(a)The Company is a corporation duly organized and validly existing under the laws of the jurisdiction in which it was organized and has all requisite corporate power to enter into this Agreement.

(b)Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein nor compliance by the Company with any of the provisions hereof will: (i) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to it or (ii) require the consent, approval, permission or other authorization of, or qualification or filing with or notice to, any court, arbitrator or other tribunal or any governmental, administrative, regulatory or self-regulatory agency or any other third party.

(c)WRLD represents to W&A and Wanserski that its Board has duly adopted resolutions relating to the authorization of this Agreement and appointing Wanserski as the Chief Executive Officer of WRLD effective upon the effectiveness of this Agreement.

8.Indemnification.

(a)The Company shall indemnify and hold harmless W&A and Wanserski (together, the “W&A Indemnitees”), to the fullest extent permitted by South Carolina law, as the same exists or may hereafter be amended, from and against any and all losses, claims, damages, liabilities, penalties, judgments, awards, costs, fees, expenses and disbursements, including without limitation the reasonable costs, fees, expenses and disbursements, as and when incurred, from the first dollar, of investigating, preparing or defending any action, suit, proceeding or investigation (whether or not in connection with proceedings or litigation in which any W&A Indemnitee is a party) (any such amount being hereinafter sometimes referred to as an “Indemnifiable Loss”), directly or indirectly caused by, relating to, based upon, arising out of or in connection with this engagement by the Company or the performance by Wanserski of any services rendered pursuant to such engagement. The W&A Indemnitees shall provide WRLD with prompt notice of any claim under this paragraph. The parties acknowledge and agree that the advancement of reasonable costs, fees, expenses and disbursements to or on behalf of the W&A Indemnitees, and the repayment of any such advancements by the W&A Indemnitees to the Company, shall be in accordance with the Company’s Articles of Incorporation and Bylaws and in accordance with the applicable provisions of the South Carolina Business Corporation Act of 1988, as amended. The parties further acknowledge and agree that WRLD and the W&A Indemnitees shall jointly control any settlement on any action for which any W&A Indemnitee seeks indemnity; provided, however, that WRLD shall be entitled on its own to effect the settlement of any pending or threatened proceeding so long as such settlement (i) includes an unconditional release of the W&A Indemnitees, in form and substance reasonably satisfactory to the W&A Indemnitees, from all liability on claims that are the subject matter of such proceeding and (ii) does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of the W&A Indemnitees.

(b)If Wanserski is required to testify, prepare for and/or appear at a deposition or produce documents at any time after the expiration or termination of this Agreement at any administrative or judicial proceeding relating to any services provided by Wanserski and hereunder, then W&A shall be entitled to be compensated by the Company for Wanserski’ s associated time charges at an hourly rate of $400.00 per hour and to be reimbursed for reasonable out-of-pocket expenses, including reasonable counsel fees, unless Wanserski is found directly liable for gross negligence or willful misconduct.

(c)The Company has furnished or provided access to certain of its insurance policies (collectively, the “Policies” or individually referred to as a “Policy”) issued to the Company by various insurers (collectively, the “Insurer”). The Company represents that, to the best of the Company’s knowledge, the Policies are in full force and effect and that no event has occurred that constitutes or, with the passage

of time or giving of notice would constitute, an event of default thereunder or that would otherwise give the Insurer any right to cancel such Policies. Promptly, the Company shall notify the Insurer of the election of Wanserski as the Chief Executive Officer of the Company. The Company shall cause its insurance broker to send copies of all documentation and other communications regarding the Policies, including without limitation any renewal or cancellation thereof, to the attention of W&A, in the manner set forth herein, and Wanserski shall have all indemnities available to the officers of the Company pursuant to the Company’s Articles of Incorporation, Bylaws and South Carolina law. Upon any cancellation or nonrenewal of any Policies by any Insurer, as long as the same can be done at a commercially reasonable cost, the Company shall exercise its rights under the applicable clause of the relevant Policy to extend the claim period for a one-year “discovery period” and shall exercise such rights and pay the premium required thereunder within the 30-day period specified therein. The Company shall use commercially reasonable efforts, in connection with the next renewal of each Policy, to negotiate to obtain an option to extend the discovery period set forth in such Policies from one to three years, as long as the same can be obtained at a commercially reasonable cost.

9.Limitations on Liability. The Company agrees that Wanserski will not be liable to the Company for any claims, liabilities, or expenses relating to this engagement in excess of the fees paid by them to W&A pursuant to this Agreement, unless there is a final non-appealable order of a Court of competent jurisdiction finding Wanserski directly liable for gross negligence or willful misconduct. Wanserski will not be liable for consequential, special, indirect, incidental, punitive or exemplary loss, damages or expenses relating to this engagement except in connection with a breach of any obligation under Section 5 hereof. The limitation on liability and indemnification contained in this Agreement shall survive the completion or termination of this Agreement.

10.Independent Contractor / Benefits; Taxes. The parties intend that W&A and Wanserski shall render services hereunder as an independent contractor, and nothing herein shall be construed to be inconsistent with this relationship or status. W&A and Wanserski (a) shall not be entitled to any benefits paid by the Company to its employees; and (b) shall be solely responsible for any tax consequences applicable to W&A or Wanserski by reason of this Agreement and the relationship established hereunder. The Company shall not be responsible for the payment of any federal, state or local taxes or contributions imposed under any employment insurance, social security, income tax or other tax law or regulation with respect to the performance of management services hereunder. Notwithstanding anything in this Agreement to the contrary, the Company shall be entitled to effect any withholding from any amount payable by it pursuant to this Agreement to the extent required by law.

11.Arbitration. Any and all disputes, disagreements, controversies or claims arising out of or relating to this Agreement (each a “Dispute”) shall be resolved exclusively by mandatory binding arbitration, which shall be conducted in Greenville, South Carolina and administered by the American Arbitration Association under its Commercial Arbitration Rules, except to the extent that such rules are inconsistent with the provisions set forth herein. The parties agree that the American Arbitration Association’s Optional Rules for Emergency Measures of Protection shall apply to the proceedings. The rules of the American Arbitration Association shall govern selection of the arbitrator(s); provided, however, that any Dispute in excess of $250,000.00 shall be heard and determined by a panel of three (3) arbitrators upon the request of any party. The award rendered by the arbitrator(s) shall be final, binding and non-appealable, and any judgment on the award may be entered and/or enforceable in any court of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, and not state law, shall govern the arbitrability of all Disputes. The arbitrator(s) shall establish the rules for proceeding with the arbitration of the Dispute, which shall be binding upon all parties to the arbitration proceeding. The arbitrator(s) shall allow such discovery as is appropriate to the purposes of arbitration in accomplishing a fair, speedy and cost-effective resolution of the Dispute.

The arbitrators may enter a default decision against any party who fails to participate in the arbitration proceedings. The arbitrator(s) is hereby authorized to award to the prevailing party the costs (including reasonable attorneys’ fees and expenses) of any such arbitration. All documents, discovery and other information related to any Dispute, and the attempts to resolve, mediate or arbitrate such Dispute, shall be kept confidential. Except as required by law, the parties waive all rights to seek remedies in any court and the right to a jury trial.

12.Survival of Agreement. Except as provided in this Agreement, the obligations set forth under the above captioned Confidentiality, Inventions, Indemnification, Limitation on Liability, Compensation and Dispute Resolution sections shall survive the expiration, termination, or supersession of this Agreement.

13.Conflicts. Neither W&A nor Wanserski has any financial interest or business connection with the Company. Further, W&A and Wanserski represent and warrant that they have no conflicts in connection with this engagement. W&A and Wanserski may have confidential or proprietary information from prior employers and/or entities for which they have provided services in the past that should not be used or disclosed to anyone at the Company. The Company requests that W&A and Wanserski comply with any existing and/or continuing contractual obligations that they may have with former employers and/or recipients of services. By signing this Agreement, W&A and Wanserski represent and warrant that their provision of services to the Company shall not breach any agreement either of them has with any third party.

14.Amendments. Any amendment to this Agreement shall be made in writing and signed by the parties hereto.

15.Enforceability. If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified or restricted or as if such provision had not been originally incorporated herein, as the case may be.

16.Construction. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of South Carolina.

17.Notices. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by certified mail, postage prepaid or by an overnight delivery service, charges prepaid; addressed to such party at the address set forth on the signature page hereto or such other address as may hereafter be designated in writing by the addressee to the addressor. In the case of a notice, request, consent or other communication directed to the Company, a copy of such communication (which shall not constitute notice) shall be provided to the Company’s legal counsel: Jamile J. Francis III, Womble Bond Dickinson (US) LLP, 550 South Main Street, Ste. 400, Greenville, SC 29601. In the case of a notice, request, consent or other communication directed to W&A and Wanserski, a copy of such communication (which shall not constitute notice) shall be provided to their legal counsel: Tony G. Powers, 935 Manchester Pl., Atlanta, GA 30328. Any party may from time to time change its address for the purpose of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until it is actually received by the party sought to be charged with its contents.

18.Waivers. No claim or right arising out of a breach or default under this Agreement shall be discharged in whole or in part by a waiver of that claim or right unless the waiver is supported by consideration and is in writing and executed by the aggrieved party hereto or his or its duly authorized agent. A waiver by any party hereto of a breach or default by the other party hereto of any provision of this Agreement shall not be deemed a waiver of future compliance therewith, and such provisions shall remain in full force and effect.

19.Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument.

20.Entire Agreement. This Agreement and the other documents delivered pursuant hereto, if any, constitute the full and entire understanding and agreement among the parties hereto with regard to the subjects hereof and thereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.

[signature page follows]

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written.

WORLD ACCEPTANCE CORPORATION
a South Carolina corporation
By:	/s/ Charles D. Way
	Charles D. Way, Board Member
ADDRESS:
	108 Frederick Street
	Greenville, SC 29607
JS&R BUSINESS SERVICES, L.L.C.
d/b/a Wanserski & Associates,
a Georgia limited liability company
By:	/s/ James H. Wanserski
	James H. Wanserski, Authorized Signatory
ADDRESS:
	c/o 22 Cantey Place, NW
	Atlanta, GA 30327
By:	/s/ James H. Wanserski
	James H. Wanserski, Individual
ADDRESS:
	c/o 22 Cantey Place, NW
	Atlanta, GA 30327

EX-99.1

Exhibit 99.1

Contact:

Cory Stewart

Cookerly Public Relations

404-816-2037

World Acceptance Corporation Names Jim Wanserski Interim CEO

Accomplished executive with nearly four decades ofleadership experience to serve company through transition

(Greenville, South Carolina – January 22, 2018) – World Acceptance Corporation (NASDAQ: WRLD), one of the largest small-loan consumer finance companies in North America, today announced that its board of directors has appointed Jim Wanserski as interim president and chief executive officer effective immediately. Wanserski’s hiring follows an agreement between Janet Lewis Matricciani and the company that her role as president and CEO would terminate effective January 22, 2018 and she would resign as a board member on the same date. The board has initiated a search to identify a permanent replacement.

“Jim has nearly four decades of executive leadership experience and we are grateful for his willingness to step in and provide us with a seamless transition until a permanent replacement is hired,” said Board Chair Ken Bramlett, Jr. “His business acumen, impeccable reputation and substantial experience in business transitions are attributes that will help us as we strive to enhance operational efficiencies and increase shareholder value.”

Throughout his career, Wanserski has worked in telecommunications, technology and other industries. He served in executive, operations, regulatory and finance positions with MCI, Telecom*USA and Sprint. Prior to launching his consulting firm, Wanserski & Associates, he worked for a specialty telecom division within Arthur Andersen Business Consultingand a consulting firm, Morris-Anderson & Associates, Ltd.

“I look forward to working closely with the board and World’s nearly 5,000 employees to assure our customers continue to receive the first-class loan experiences they expect and deserve,”

said Wanserski. “My priority is to build upon the company’s recent successes and ongoing positive programs, while working with the board to identify and engage the best candidate.”

Wanserski’s interim executive engagements have included serving as chief operating officer in a project for a regional cellular firm preparing for a strategic sale; chief financial officer for a manufacturing company transitioning to a new owner; and senior vice president for a $1 billion division of a national telecom company.

As an industry leading consultant, he has also worked with numerous clients, alliance partners and professional services firms throughout the country in directing and executing significant projects and executive assignments.

About World Acceptance Corporation

World Acceptance Corporation (NASDAQ: WRLD) is one of the largest small-loan consumer finance companies, operating 1,331 offices in 15 U.S. states and Mexico. For more information, visit www.loansbyworld.com.

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EX-99.2

Exhibit 99.2

Contact:

Cory Stewart

Cookerly Public Relations

404-816-2037

CFPB Investigation of World Acceptance Corporation Concludes

Consumer Financial ProtectionBureaurecommends no enforcement action

(Greenville, South Carolina – January 22, 2018) – World Acceptance Corporation (NASDAQ: WRLD), one of the largest small-loan consumer finance companies in North America, today announced the company received a letter from the Consumer Financial Protection Bureau indicating the investigation into the company’s marketing and lending practices has concluded.

More importantly, the CFPB noted it does not intend to recommend enforcement action.

As a result, the company is relieved of the document-retention obligations required by the bureau’s investigation.

“This is a significant step forward for the company,” stated Jim Wanserski, interim president and chief executive officer of the company. “During the investigation, I understand our team fully cooperated with the bureau and responded to every request for information within the specified deadlines.

“I am greatly appreciative of our team’s diligence and professionalism and their ability to provide accurate and thorough information to help bring the investigation to a conclusion.”

About World Acceptance Corporation

World Acceptance Corporation (NASDAQ: WRLD) is one of the largest small-loan consumer finance companies, operating 1,331 offices in 15 U.S. states and Mexico. For more information, visit www.loansbyworld.com.

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