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) October 15, 2018

WORLD ACCEPTANCE CORPORATION

(Exact name of registrant as specified in its charter)

South Carolina	0-19599	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)

(864) 298-9800

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name or address, if changed from 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

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

Management Reorganization

On October 15, 2018, the Board of Directors (the “Board”) of World Acceptance Corporation (the “Company”) approved a series of managerial changes to better align and reorganize the Company’s executive team. These changes include the promotion of John L. Calmes, Jr., to Executive Vice President, Chief Financial & Strategy Officer, and Treasurer and Scott McIntyre to Senior Vice President of Accounting. In his new role, Mr. Calmes will continue to serve as the Company’s “principal financial officer”. In connection with Mr. McIntyre’s promotion, the Board approved his designation as the Company’s “principal accounting officer” for SEC reporting purposes.

Mr. McIntyre, 42, has been with the Company since March 2000. From June 2013 until his promotion this week, Mr. McIntyre served as the Company’s Vice President of Accounting-US. From June 2011 to June 2013, he served as the Company’s Controller-US. From March 2000 to June 2011 he held various accounting related positions with the Company. Mr. McIntyre is a Certified Public Accountant.

There was no arrangement or understanding between Mr. McIntyre and any other person pursuant to which he was selected to become the Senior Vice President of Accounting. There are no family relationships between Mr. McIntyre and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. 

In connection with his promotion, Mr. McIntyre’s base salary was increased to $187,500 and his bonus eligibility was increased to a minimum of 10%, threshold of 20%, target of 40% and maximum of 60% of his base salary. There were no changes to Mr. Calmes’ base salary or bonus eligibility.

Long-Term Incentive Program

On October 15, 2018, the Compensation and Stock Option Committee (the “Committee”) and Board approved and adopted a new long-term incentive program (the “long-term incentive program”) that seeks to motivate and reward certain employees and to align management’s interest with shareholders by focusing executives on the achievement of long-term results. In combination with the aforementioned managerial changes, we expect that this program will encourage intra- and inter-department asset allocation decisions for the long-term growth of the Company’s revenue and earnings and foster increased efficiency throughout the Company. The program is comprised of four components: service-based stock options (“Service Options”), performance-based stock options (“Performance Options”), service-based restricted stock awards (“Restricted Stock”), and service- and performance-based restricted stock awards (“Performance Shares”).

Pursuant to the long-term incentive program, the Committee approved certain grants of Service Options, Performance Options, Restricted Stock and Performance Shares under the World Acceptance Corporation 2011 Stock Option Plan (the “2011 Plan”) and the World Acceptance Corporation 2017 Stock Incentive Plan (the “2017 Plan” and, together with the 2011 Plan, the “Stock Plans” and each individually, a “Stock Plan”), to certain employees, including the Company’s named executive officers and the Company’s principal accounting officer. The Committee also approved forms of equity award agreements related to the foregoing equity awards, as more fully discussed below.

Under the long-term incentive plan, up to 100% of the shares of restricted stock subject to the Performance Shares shall vest, if at all, based on the achievement of two, trailing earnings per share performance targets established by the Committee that are based on earnings per share (measured at the end of each calendar quarter, commencing with the calendar quarter ending September 30, 2019) for the previous four calendar quarters. The Performance Shares are eligible to vest over a 6.5 year performance period beginning on September 30, 2018 and ending on March 31, 2025, following certification by the Committee of achievement (such period, the “Performance Share Measurement Period”)

and subject to each respective employee’s continued employment at the Company through the last day of the applicable Performance Share Measurement Period (or as otherwise provided under the terms of the applicable award agreement or applicable employment agreement).

The Performance Share performance targets are set forth below.

Trailing 4 Quarter EPS Targets for September 30, 2018 through March 31, 2025	Restricted Stock Eligible for Vesting (Percentage of Award)
$16.35	40.0%
$20.45	60.0%

The Restricted Stock awards will vest in six equal annual installments, beginning on the first anniversary of the grant date, subject to each respective employee’s continued employment at the Company through each applicable vesting date or otherwise provided under the terms of the applicable award agreement or applicable employment agreement.

The Service Options will vest in six equal annual installments, beginning on the first anniversary of the grant date, subject to each respective employee’s continued employment at the Company through each applicable vesting date or otherwise provided under the terms of the applicable award agreement or applicable employment agreement. The option price is equal to the fair market value of the common stock on the grant date and the Service Options shall have a 10-year term.

The Performance Options shall fully vest if the Company attains the trailing earnings per share target over four consecutive calendar quarters occurring between September 30, 2018 and March 31, 2025 described below. Such performance target was established by the Committee and will be measured at the end of each calendar quarter commencing on September 30, 2019. The Performance Options are eligible to vest over a 6.5 year performance period beginning on September 30, 2018 and ending on March 31, 2025, following certification by the Committee of achievement (such period, the “Option Measurement Period”), subject to each respective employee’s continued employment at the Company through the last day of the Option Measurement Period or as otherwise provided under the terms of the applicable award agreement or applicable employment agreement. The option price is equal to the fair market value of the common stock on the grant date and the Performance Options shall have a 10-year term.

The Performance Option performance target is set forth below.

Trailing 4 Quarter EPS Target for September 30, 2018 through March 31, 2025	Options Eligible for Vesting (Percentage of Award)
$25.30	100%

The number of Performance Shares, Restricted Stock and Performance Options awarded to our named executive officers and Scott McIntyre, our principal accounting officer, are set forth below. Our executive officers did not receive Service Options.

Name	Number of Performance Shares	Number of shares of Restricted Stock	Number of Performance Options
R. Chad Prashad	78,000	78,000	25,740
John L. Calmes, Jr.	45,000	45,000	14,850
D. Clinton Dyer	45,000	45,000	14,850
Jeff L. Tinney	18,000	18,000	5,940
Scott McIntyre	18,000	18,000	5,940

Approximately 50% of the expense related to the long-term incentive program is performance-based.  The Company will report expenses for the long-term incentive program on a quarterly basis.

All of the foregoing long-term incentive awards will be granted pursuant and subject to the Stock Plans, using the forms of equity award agreements filed herewith. The description of the Performance Shares, Restricted Stock, Performance Options and Service Options above are qualified in their entirety by reference to the Stock Plans and forms of the Restricted Stock Award (Service-Based) Agreement under each Stock Plan, Restricted Stock Award Agreement (Service- and Performance-Based) under each Stock Plan, and Stock Option Agreement under each Stock Plan, which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, and the terms of which are incorporated herein by reference.

Employment Agreements

On October 15, 2018, the Company entered into an employment agreement with R. Chad Prashad (the “Employment Agreement”), its President and Chief Executive Officer, and amendments to the employment agreements with John L. Calmes, Jr. and D. Clinton Dyer (together, the “Amendments”).

The Employment Agreement has an initial three-year term, after which it will automatically renew for successive one-year terms unless either party provides notice of intent to terminate at least 90 days prior to expiration of the then current term. The Employment Agreement entitles Mr. Prashad to an annual base salary of not less than $420,000, subject to any increases approved by the Committee. His annual base salary may not be reduced without Mr. Prashad’s consent. Under the Employment Agreement, Mr. Prashad is generally eligible to participate in the Company’s annual and long-term incentive compensation plans established by the Committee from time to time. The Employment Agreement requires the Company to provide long-term disability insurance that will provide disability benefits equal to 60% of Mr. Prashad’s base salary at the time of disability, and Mr. Prashad is entitled to participate in the Company’s Second Amended and Restated 2005 Supplemental Income Plan. The Employment Agreement further provides that Mr. Prashad will have use of an automobile (including maintenance, insurance, and fuel) at Company expense and be eligible to participate in other compensation and benefits programs and arrangements for which salaried employees of the Company are generally eligible.

The Employment Agreement provides for the following payments to Mr. Prashad in the event of termination of his employment:

• If the Company terminates Mr. Prashad’s employment without cause or if Mr. Prashad terminates his employment for good reason, he will receive (a) a lump sum payment for his accrued base salary, vacation pay, expenses, and any unpaid annual bonus for the prior fiscal year; (b) a severance payment equal to the sum of twice his base salary in effect immediately prior to his termination and his average annual bonus for the previous three years (or, if the termination date is prior to September 30, 2020, an amount equal to 100% of his annual bonus target for the year of termination); (c) a lump sum payment equal to the total premiums he would be required to pay for 18 months of COBRA coverage; and (d) a pro-rated annual bonus payment for the year in which his termination of employment occurs. Additionally, the following awards will vest as of his termination date (or the date of Committee certification in the case of (iii) below): (i) purely time-based vesting stock options and other equity incentives (excluding those awards granted under the Company’s long-term incentive program); (ii) purely time‑based-vesting awards granted under the Company’s long-term incentive program that are scheduled to vest within the then-current LTIP Year (as defined in the Employment Agreement); and (iii) the pro-rata portion (based upon the time period running October 1, 2018 until the termination date) of his purely performance-based awards granted under the long-term incentive plan that are scheduled to vest within 180 days after the date of termination and are certified by the Committee as achieved within such 180-day period. Stock options (both time-based and performance-based) that are vested on Mr. Prashad’s termination date will be exercisable for one year following the termination date, or until the expiration date if shorter; however, any purely performance-based stock options that vested during the 180-days following termination as described in (iii) above will be exercisable for 18 months following the date of Mr. Prashad’s termination.

• If the Company terminates Mr. Prashad’s employment for cause or he terminates his employment without good reason, he will receive his accrued compensation through the termination date.

• If Mr. Prashad’s employment is terminated by the Company without cause or by Mr. Prashad with good reason within two (2) years of a change in control of the Company (as defined in the Employment Agreement), the Company will make a lump sum payment to Mr. Prashad equal to the sum of (a) his accrued compensation; (b) an amount equal to the total premiums he would be required to pay for 18 months of COBRA coverage; (c) a pro-rata annual bonus for the fiscal year in which the termination occurs; and (d) a payment equal to twice the sum of his highest base salary between the day before the change in control and the effective date of his termination and his average annual bonus for the previous three years (unless, termination occurs prior to September 30, 2020, in which case the bonus amount shall be the target annual bonus for the year of termination). In addition, his stock options and other incentive awards will vest and become exercisable in accordance with the terms of the applicable plans and award documents; provided that all vested stock options will be exercisable for a period of one year (or until the end of the original option term, if shorter).

• If Mr. Prashad’s employment is terminated due to his disability, the Company will continue to pay his base salary in effect at the time of termination for a period of 24 months (which amount may be decreased by the amount of any benefits he receives under the disability insurance provided by the Company). In addition, he will be entitled to receive (a) all compensation accrued through the date of termination; (b) vested benefits due under the Company’s benefit plans; and (c) a pro-rated annual bonus for the year of his termination.

• If Mr. Prashad’s employment is terminated due to his death, the Company will be obligated to pay his estate (a) all compensation accrued through the date of termination; (b) any vested amounts due under the Company’s benefit plans; and (c) a pro-rated annual bonus for the fiscal year of his termination.

Under the Employment Agreement, “termination for cause” generally means Mr. Prashad’s (a) failure to substantially perform his duties; (b) dishonesty in the performance of his duties (other than de minimis acts or omissions); (c) indictment, conviction or entering of a plea of any type (including, but not limited to, a plea of nolo contendere) for a crime constituting a felony or a misdemeanor involving moral turpitude; (d) willful malfeasance or willful misconduct in connection with the performance of his duties hereunder (other than de minimis acts or omissions); (e) any illicit or unauthorized act or omission which is materially injurious to the financial condition or business reputation of the Company; (f) breach of certain of his duties and obligations set forth in the Employment Agreement; (g) conduct which violates the Company’s then existing internal policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics; (h) knowing and intentional failure to comply with applicable laws; (i) falsification of Company records or engaging in theft, fraud, embezzlement or other conduct which is detrimental to the business, reputation, character or standing of the Company or any of its affiliates; (j) failure to comply with reasonable written directives of the Board; (k) failure to reasonably cooperate with any investigation authorized by the Board; or (l) engaging in any conduct that is or could be materially damaging to the Company or any of its affiliates.

Under the Employment Agreement, “good reason” generally means: (a) a material diminution in Mr. Prashad’s base salary; (b) a material diminution in his authority, duties or responsibilities; (c) a material diminution in the budget over which he retains authority; (d) requiring him to relocate his principal place of employment more than thirty-five (35) miles from the Company’s present headquarters; (e) a material breach of the Employment Agreement by the Company; or (f) the failure of the Company to renew the Employment Agreement.

Under the Employment Agreement, “change in control” has the meaning set forth in the 2017 Plan and generally means any of the following events:

(a) consummation of (i) a merger or similar transaction involving the Company or any subsidiary; or (ii) the sale or other disposition of all or substantially all of the assets of the Company, unless, in either case, immediately after the transaction (A) the beneficial owners of the Company’s voting securities continue to own more than seventy percent (70%) of the voting power of the voting securities of the surviving company in substantially the same proportions as their ownership of the Company’s voting securities prior to the transaction; (B) no person generally owns thirty-five percent (35%) or more of the combined voting power of the voting securities of the surviving company; and (C) at

least a majority of surviving company board members served on the Company’s board for the twenty-four (24) months prior to the transaction (or were elected to the board by such directors);

(b) Company shareholders approve a plan of complete liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a sale of the Company’s assets that does not constitute a change in control;

(c) any person acquires ownership of, or voting control over, thirty percent (30%) or more of the Company’s outstanding stock, in a single transaction or in a series of transactions occurring within a twelve-month period, subject to certain exceptions; or

(d) a majority of the surviving company’s board of directors served on the Company’s Board of Directors during the twenty-four (24) months prior to the transaction (or were elected by such directors).

The Employment Agreement requires Mr. Prashad to execute a release of legal claims against the Company in order to receive any of the severance benefits provided by the Employment Agreement. The Employment Agreement also restricts Mr. Prashad from engaging in certain acts of competition with the Company and from soliciting the Company’s employees or inducing them to leave their employment with the Company during the term of the Employment Agreement and for a period of two years after the termination of his employment. He has also agreed to confidentiality and non-disparagement obligations that the Company believes are customary.

In addition, the Employment Agreement contains “clawback” provisions that enable the Company to seek reimbursement of certain compensation payments made or equity awards granted to Mr. Prashad if he engages in certain activities. Any unvested equity awards previously granted to Mr. Prashad may be forfeited if he engages in certain activities.

The Amendments revise the definitions of “termination for cause” and “change in control” to be consistent with the definitions included in the Employment Agreement. In addition, the Amendments add clawback and forfeiture provisions similar those found in the Employment Agreement and revise the vesting terms of certain equity awards upon different termination events to be consistent with the terms included in the Employment Agreement. Mr. Calmes’ amendment to his employment agreement also reflects his new title, Executive Vice President, Chief Financial & Strategy Officer. The Amendments do not materially modify any other terms to Mr. Calmes’ or Mr. Dyer’s employment agreements with the Company.

The descriptions of the Employment Agreement and the Amendments are qualified in their entirety by reference to the full text of such agreements, which are filed herewith as Exhibits 10.7, 10.8, and 10.9, and the terms of which are incorporated herein by reference.

FORWARD-LOOKING STATEMENTS

The foregoing contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend for these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. Forward-looking statements are based on management’s beliefs, assumptions and expectations, including statements relating to the performance targets, anticipated financial and operating results, the Company’s plans, objectives, expectations and intentions, cost savings, and other statements, or other future results. Forward-looking statements involve risks and uncertainties that may cause our actual results, performance or financial condition to differ materially from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. Forward-looking statements are any statement other than those of historical fact and often contain words such as “believe,” “may,” “forecast,” “could,” “will,” “should,” “would,” “anticipate,” “estimate,” “expect,” “intend,” “objective,” “seek,” “strive” or similar words, or the negative of these words. Actual results may differ materially from the results anticipated in these forward-looking statements due to various factors. These factors and other risks and uncertainties, which are described in more detail in the Company’s most recent Annual Report on Form 10-K and other reports and statements filed with the United States Securities and Exchange Commission, are difficult to predict, involve uncertainties that may materially affect actual results and may be beyond the Company’s control. New factors emerge from time to time, and it is not possible for management to predict all such factors or to assess the impact of each such factor on the Company. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. Investors, potential investors and others are urged to carefully consider all such factors and are cautioned not to place undue reliance on these forward-looking statements.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Description
10.1	Form of Restricted Stock Award (Service-Based) Agreement under the 2011 Plan
10.2	Form of Restricted Stock Award Agreement (Service-Based) under the 2017 Plan
10.3	Form of Restricted Stock Award Agreement (Service- and Performance-Based) under the 2011 Plan
10.4	Form of Restricted Stock Award Agreement (Service- and Performance-Based) under the 2017 Plan
10.5	Form of Stock Option Agreement under the 2011 Plan
10.6	Form of Stock Option Agreement under the 2017 Plan
10.7	Employment Agreement, dated October 15, 2018, by and between R. Chad Prashad and World Acceptance Corporation
10.8	Amendment to Employment Agreement, dated October 15, 2018, by and between John L. Calmes, Jr., and World Acceptance Corporation
10.9	Amendment to Employment Agreement, dated October 15, 2018, by and between D. Clinton Dyer and World Acceptance Corporation

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.

Date:  October 16, 2018
	World Acceptance Corporation
	By:	/s/ John L. Calmes, Jr.
		John L. Calmes, Jr.
		Executive Vice President and Chief Financial & Strategy Officer

EX-10.1

WORLD ACCEPTANCE CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

(SERVICE-BASED)

World Acceptance Corporation, a South Carolina corporation (the “Company”), pursuant to its 2011 Stock Option Plan, as it may be amended from time to time (the “Plan”), hereby grants to the participant listed below (“Participant”), an award (the “Award”) for the number of shares of Restricted Stock set forth below.The terms and conditions of the Award are set forth below.

PARTICIPANT:	[ ]
GRANT DATE:	[ ]
TOTAL NUMBER OF SHARES OF RESTRICTED STOCK:	[ ]
VESTING SCHEDULE:	1/6 of the shares of Stock shall vest on each anniversary of the Grant Date, beginning on the first anniversary of the Grant Date; provided that the Participant remains in the continuous employ or service of the Company or any Related Entity from the Grant Date until each respective vesting date, except as otherwise provided herein.

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), effective as of the Grant Date above, represents the grant of Restricted Stock by the Company to the Participant named above, pursuant to the provisions of the Plan and this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

1. Grant of Award. The Company hereby grants to the Participant an Award of [ ] shares of the Company’s Stock subject to the restrictions placed thereon pursuant to the terms and conditions of this Agreement (the “Restricted Shares”) and those set forth in the Plan.

2. Terms of Award.

a. Escrow of Shares. A certificate representing the Restricted Shares shall be issued in the name of the Participant (or, in the case of uncertificated shares, other written evidence of ownership in accordance with applicable law shall be provided) as soon as practicable after the Grant Date and shall be escrowed with the Human Resources Department or Chief Financial Officer of the Company (the “Escrow Agent”) subject to (i) vesting and removal of the restrictions placed thereon or (ii) forfeiture pursuant to the terms of this Agreement.

b. Vesting. Except as provided in Sections 2(c) and 2(d) below, the Participant shall vest with respect to 1/6^th of the Restricted Shares on each of the next six anniversaries of the Grant Date; provided that the Participant is employed by or in service to the Company or a Related Entity, as applicable, from the Grant Date until each respective vesting date (each a “Vesting Date”). Notwithstanding the foregoing, if the Participant’s employment or service is terminated by reason of the Participant’s death, then the Award shall vest with respect to any and all of the Restricted Shares that have not previously vested, which rights shall inure to the Participant’s beneficiary (or if no beneficiary was designated or if no designated beneficiary survives the Participant, then the Participant’s estate). Once vested pursuant to the terms of this Agreement, the Restricted Shares shall be deemed “Vested Shares.”

2011 Stock Option Plan

Restricted Stock Award Agreement

c. Change in Control. Notwithstanding any other provision of this Agreement or the Plan to the contrary (and unless otherwise required pursuant to Code Section 409A), the following provisions shall apply in the event of a Change in Control (as defined in the Plan):

i. To the extent that the successor surviving company in the Change in Control event does not assume or substitute the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Committee) as the Award outstanding immediately prior to the Change in Control event, any restrictions, including but not limited to the restriction period applicable to the Restricted Shares, shall be deemed to have been met, and the Restricted Shares shall become fully vested, earned and payable to the fullest extent of the original grant of the Award.

ii. Further, in the event the Award is substituted, assumed or continued as described in Section 2(c)(i), above, the Award shall nonetheless become vested in full and any restrictions, including but not limited to any restriction period applicable to any outstanding Restricted Shares, shall be deemed to have been met, and such Restricted Shares shall become fully vested, earned and payable to the fullest extent of the original award, if the employment or service of the Participant is terminated within one year (or such other period after a Change in Control as may be stated in the Participant’s change in control, consulting or other similar agreement in effect on the Plan Effective Date, if applicable) after the effective date of a Change in Control if such termination of employment or service (a) is by the Company not for Cause (as defined below) or (b) is by the Participant for Good Reason (as defined below). For clarification, for purposes of this Section 2(c), the “Company” shall include any successor to the Company.

iii. Notwithstanding the foregoing, in the event that the Participant is a party to an employment agreement (to the extent applicable) with the Company and a Change in Control occurs, the Participant shall be entitled to the greater of the benefits provided herein or under the terms of such employment agreement.

iv. As used herein, “Cause” means, unless the Committee determines otherwise, a Participant’s termination of employment or service resulting from the Participant’s (a) termination for “Cause” as defined under the Participant’s employment, change in control or other similar agreement with the Company or a Related Entity, if any, or (b) if the Participant has not entered into any such agreement (or, if any such agreement does not define “Cause”), then “Cause” shall mean termination of the Participant’s employment or service due to the Participant’s (i) gross misconduct or gross neglect in respect of his or her duties for the Company or Related Entity; (ii) conviction of (or plea of nolo contendere to) a felony, or of a misdemeanor where active imprisonment is imposed; (iii) knowing and intentional failure to comply with applicable laws with respect to the execution of the business operations of the Company or a Related Entity; (iv) falsification of records or engaging in theft, fraud, embezzlement, dishonesty or other conduct that has resulted or is likely to result in material damage to the Company’s or any of its Related Entities’ business or reputation; (v) failure to comply with reasonable written directives of the Chief Executive Officer or the Board; (vi) the willful and material violation of the policies of the Company or a Related Entity, including its Code of Ethics; and/or (vii) the willful failure to reasonably cooperate with any investigation authorized by the Board, which failure would reasonably be expected to have a material adverse effect on the Company or a Related Entity.

v. As used herein, “Good Reason” means, unless the Committee determines otherwise, in the context of a Change in Control, (a) “Good Reason” as defined under the Participant’s employment, change in control or other similar agreement with the Company or a Related Entity, if any, or (b) if the Participant has not entered into any such agreement (or, if any

2011 Stock Option Plan

Restricted Stock Award Agreement (Service Based)

-2-

such agreement does not define “Good Reason”) then, (i) “Good Reason,” with regard to employees, shall mean any of the following conditions that arises without the consent of the Participant: (A) a material diminution of the Participant’s base salary; (B) a material diminution in the Participant’s authority, duties or responsibilities; and/or (C) requiring the Participant to relocate his or her principal place of employment more than fifty (50) miles from the current location at which he or she is primarily stationed; and (ii) “Good Reason,” with regard to directors, shall mean the Participant’s ceasing to serve as a director, or, if the Company is not the surviving company in a Change in Control event, a member of the board of directors of the surviving entity, in either case, due to the Participant’s failure to be nominated to serve as a director of such entity or the Participant’s failure to be elected to serve as a director of such entity, but not due to the Participant’s decision not to continue service on the Board or the board of directors of the surviving entity, as the case may be. The determination of “Good Reason” shall be made by the Committee and its determination shall be final and conclusive.

d. Termination of Employment; Service. In the event of a termination of the Participant’s employment or service with the Company or any Related Entity, as applicable, for any reason other than the Participant’s death, all unvested Restricted Shares shall be immediately forfeited. Notwithstanding the foregoing, in the event that the Participant is a party to an employment agreement (to the extent applicable) with the Company and a termination of employment by the Company without Cause or by the Participant for Good Reason occurs, the Participant shall be entitled to the greater of the benefits provided herein or under the terms of such employment agreement.

e. Rights as Shareholder; Dividends. The Participant shall have all the rights of a shareholder with respect to the Restricted Shares, subject to the restrictions herein, including the right to vote the Restricted Shares and to receive all dividends or other distributions paid or made with respect to the Restricted Shares. Any dividends declared and paid by the Company with respect to the Restricted Shares prior to the date that they become Vested Shares (the “Accrued Dividends”) shall be paid to the Participant only to the extent that the Restricted Shares upon which such dividends are paid become Vested Shares.  Any Accrued Dividends with respect to the Restricted Shares shall be forfeited to the extent that the Restricted Shares are forfeited.  The Participant authorizes the Company to hold as a general obligation of the Company any Accrued Dividends. Accrued Dividends with respect to the Restricted Shares shall be paid to the Participant within 30 days after the date on which such Restricted Shares become Vested Shares, without interest thereon, and any subsequent dividends or other distributions (in cash or other property, but excluding extraordinary dividends) that are declared and/or paid with respect to such Vested Shares shall be paid to the Participant on an annual basis if and when declared. 

f. Transferability. None of the Restricted Shares or any rights or interests therein may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated in any manner whatsoever, other than by will or by the laws of descent and distribution, until they have vested. The terms of the Plan and this Agreement are binding upon the executors, administrators, heirs, successors and assigns of the Participant.

g. Legends. Until they become vested, the Restricted Shares shall be subject to the following legend:

“THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN AWARD AGREEMENT DATED [ ] PURSUANT TO THE WORLD ACCEPTANCE CORPORATION 2011 STOCK OPTION PLAN. ANY ATTEMPTED TRANSFER OF THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AWARD AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECT. A COPY OF THE AWARD

2011 Stock Option Plan

Restricted Stock Award Agreement (Service Based)

-3-

AGREEMENT MAY BE OBTAINED FROM THE HUMAN RESOURCES DEPARTMENT OR CHIEF FINANCIAL OFFICER OF WORLD ACCEPTANCE CORPORATION.”

h. Removal of Legend. After Restricted Shares become vested, and upon the Participant’s request, the Participant shall be entitled to receive a certificate (or such other evidence if the Stock is uncertificated) for such Vested Shares with the legend referred to in Section 2(g) removed and the Human Resources Department or Chief Financial Officer of the Company shall deliver to the Participant such certificate (or such other evidence if the Stock is uncertificated) representing such Vested Shares, free and clear of all restrictions, except for any applicable securities laws restrictions.

i. Delivery of Forfeited Shares. The Participant authorizes the Human Resources Department or Chief Financial Officer to deliver to the Company any and all Restricted Shares that are forfeited under the provisions of this Agreement.

3. Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the Company, the employer’s statutory withholding based upon applicable statutory withholding rates for federal, state, and local taxes, domestic or foreign, including payroll taxes, that are applicable with respect to any taxable event arising as a result of this Agreement. The amount of any such withholding shall be determined by the Company. The Participant may satisfy any such tax withholding obligation by any or a combination of the following means: (a) tendering a cash payment; (b) authorizing the Company to withhold from the shares otherwise issuable to the Participant upon vesting of the Restricted Shares the number of shares having a Fair Market Value as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Committee in a manner in accordance with applicable law and applicable accounting principles) the withholding tax obligation; or (c) delivering to the Company unencumbered shares of Stock owned by the Participant having a Fair Market Value as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Committee in a manner in accordance with applicable law and applicable accounting principles), the amount of such obligations being satisfied; provided, however, that with respect to clauses (b) and (c) above, the Committee in its sole discretion may disapprove such payment and require that such taxes be paid in cash.

4. Adjustments. In the event of a change in capitalization described in Section 8.2(g) of the Plan, other than a dividend or other distribution described in Section 2(e) above, then unless such event or change results in the termination of all the Restricted Shares granted under this Agreement, the Committee shall adjust, in an equitable manner and as provided in the Plan, the number and class of shares underlying the Restricted Shares, the maximum number of shares for which the Award may vest, and the class of Stock as appropriate, in addition to taking any such other action as may be permitted under the Plan, to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Award.

5. Employment; Service. Nothing in the Plan or in this Agreement shall confer upon the Participant any right to continue in the employ of or service to the Company or any Related Entity, or interfere in any way with the right to terminate the Participant’s employment or service at any time for any reason or no reason.

6. Forfeiture; Recoupment; Compliance with Ownership and Other Company Policies.

a. Notwithstanding any other provision of this Agreement, if, at any time during the employment or service of the Participant or at any time following termination of employment or service for any reason (regardless of whether such termination was by the Company or the Participant, and whether voluntary or involuntary), the Participant engages in a Prohibited Activity (as defined herein), then, unless the Committee determines otherwise, and in addition to any other remedy available to the Company (on a non-exclusive basis): (i) the Award shall immediately be terminated and forfeited in its entirety; (ii) any shares of Stock subject to the Award (whether vested or unvested) shall immediately be forfeited and returned to the Company (without the payment by the Company of any consideration for such shares), and the Participant shall cease to have any rights related thereto and shall cease to be recognized as the legal owner of such shares; and (iii) any Award-Equivalent Value

2011 Stock Option Plan

Restricted Stock Award Agreement (Service Based)

-4-

(as defined in the Plan) shall be paid to the Company within 10 business days of the Company’s request to the Participant therefor. Further, to the extent that the Participant receives any amount in excess of the amount that the Participant should otherwise have received under the terms of this Agreement for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company. The Participant agrees that the Award, any shares of Stock subject to the Award and any other benefits related to the Award (i) shall be subject to any applicable forfeiture, clawback, recoupment or repayment policies, equity retention policies, stock ownership guidelines and/or other policies that may be implemented by the Company or a Related Entity from time to time to the extent applicable to the Participant, and (ii) shall be subject to any clawback, forfeiture, recoupment or similar provisions that may apply under applicable laws, rules or regulations.

b. For purposes of this Agreement, a “Prohibited Activity” shall mean any of the following: (i) the Participant’s violation of any noncompetition, nonsolicitation or confidentiality restrictions or other restrictive covenants applicable to the Participant; (ii) the Participant’s material violation of any of the Company’s policies, as determined by the Committee in its discretion; (iii) the Participant’s violation of any federal, state or other law, rule or regulation which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; (iv) the Participant’s disclosure or other misuse of any confidential information or material concerning the Company or a Related Entity (except as otherwise required by law or as agreed to by the parties herein); (v) the Participant’s falsification of Company records or engaging in theft, fraud, embezzlement or other criminal conduct which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; (vi) the Participant’s indictment, conviction or entering of a plea of any type (including, but not limited to, a plea of nolo contendere) for a crime constituting a felony or a misdemeanor involving moral turpitude, which involves or relates in any way to the Participant’s actions or omissions during the employment or service of the Participant and/or to events affecting the Company (and/or a Related Entity) that occur during the employment or service of the Participant; (vii) any illicit or unauthorized act or omission which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; or (viii) the Participant’s failure to reasonably cooperate with any litigation or investigation affecting the Company and/or a Related Entity. For the avoidance of doubt, in each and every instance the Committee shall have sole and absolute discretion to determine if a Prohibited Activity has occurred.

7. Notices. Except as otherwise provided in the Plan or determined by the Committee, any written notice required or permitted under this Agreement shall be deemed given when delivered personally or electronically, as appropriate, either to the Participant or to the Human Resources Department or Chief Financial Officer of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed as appropriate either to the Participant at the then current address as maintained by the Company or such other address as the Participant may advise the Company in writing, or to the Attention: Human Resources Department or Chief Financial Officer, World Acceptance Corporation, at its headquarters office or such other address as the Company may designate in writing to the Participant.

8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

9. Plan Provisions. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. Any inconsistency between the Agreement and the Plan shall be resolved in favor of the Plan.

10. Acknowledgement of Authority. As a condition of receiving this Award, the Participant agrees that the Committee, as administrator of the Plan (and the Board, to the extent acting as administrator of the Plan

2011 Stock Option Plan

Restricted Stock Award Agreement (Service Based)

-5-

pursuant to the terms of the Plan), shall have full and final authority to construe and interpret the Plan and this Agreement, and to make all other decisions and determinations as may be required under the terms of the Plan or this Agreement as they may deem necessary or advisable for the administration of the Plan or this Agreement, and that all such interpretations, decisions and determinations shall be final and binding on the Participant, the Company and all other interested persons.

11. Section 16 Compliance. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Plan, the Restricted Shares, and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

12. Participant Undertaking. The Participant agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Participant pursuant to the express provisions of this Agreement.

13. Code Section 409A; Compliance with Laws. If and to the extent Code Section 409A is deemed to apply to the Plan, the Award and/or the Restricted Shares, the Plan, the Award and/or the Restricted Shares are intended either to be exempt from Code Section 409A or to comply with Code Section 409A. Notwithstanding anything in the Plan or any award agreement, including this Agreement, to the contrary, the Participant shall be solely responsible for the tax consequences of awards under the Plan, including but not limited to this Award, and in no event shall the Company have any responsibility or liability if an award does not meet any applicable requirements of Code Section 409A. The Company does not represent or warrant that the Plan or any award (including but not limited to the Award granted hereunder) complies with any provision of federal, state, local or other tax law.

14. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed according to the laws of the State of South Carolina without regard to the principles of conflicts of laws, and in accordance with applicable federal laws of the United States.

15. Entire Agreement. The Plan and this Agreement (including any exhibit or schedule hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

16. Counterparts. 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 constitute one and the same instrument.

17. Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

[Signatures on Following Page]

2011 Stock Option Plan

Restricted Stock Award Agreement (Service Based)

-6-

IN WITNESS WHEREOF, World Acceptance Corporation has executed this Agreement in duplicate on the [ ] day of [ ].

WORLD ACCEPTANCE CORPORATION

BY:	_____________________________________________
PRINT NAME:
Its:	[Chief Executive Officer]

I acknowledge receipt of a copy of the Plan (either as an attachment hereto or that has been previously received by me) and that I have carefully read this Award Agreement and the Plan. I agree to be bound by all of the provisions set forth in this Award Agreement and the Plan.

BY:	_____________________________________________
PRINT NAME:

2011 Stock Option Plan    

Restricted Stock Award Agreement (Service Based)

EX-10.2

WORLD ACCEPTANCE CORPORATION

RESTRICTED STOCK AWARD AGREEMENT
(SERVICE-BASED)

World Acceptance Corporation, a South Carolina corporation (the “Company”), pursuant to its 2017 Stock Incentive Plan, as it may be amended from time to time (the “Plan”), hereby grants to the participant listed below (“Participant”), an award (the “Award”) for the number of shares of Restricted Stock set forth below.The terms and conditions of the Award are set forth below.

PARTICIPANT:	[ ]
GRANT DATE:	[ ]
TOTAL NUMBER OF SHARES OF RESTRICTED STOCK:	[ ]
VESTING SCHEDULE:	Executives and Non-Employee Directors - 1/6 of the shares of Stock shall vest on each anniversary of the Grant Date, beginning on the first anniversary of the Grant Date; provided that the Participant remains in the continuous employ or service of the Company or any Related Entity from the Grant Date until each respective vesting date, except as otherwise provided herein.

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), effective as of the Grant Date above, represents the grant of Restricted Stock by the Company to the Participant named above, pursuant to the provisions of the Plan and this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

1. Grant of Award. The Company hereby grants to the Participant an Award of [ ] shares of the Company’s Stock subject to the restrictions placed thereon pursuant to the terms and conditions of this Agreement (the “Restricted Shares”) and those set forth in the Plan.

2. Terms of Award.

a. Escrow of Shares. A certificate representing the Restricted Shares shall be issued in the name of the Participant (or, in the case of uncertificated shares, other written evidence of ownership in accordance with applicable law shall be provided) as soon as practicable after the Grant Date and shall be escrowed with the Human Resources Department or Chief Financial Officer of the Company (the “Escrow Agent”) subject to (i) vesting and removal of the restrictions placed thereon or (ii) forfeiture pursuant to the terms of this Agreement.

b. Vesting. Except as provided in Sections 2(c) and 2(d) below, the Participant shall vest with respect to Executives and Non-Employee Directors - 1/6^th of the Restricted Shares on each of the Executives and Non-Employee Directors - next six anniversaries of the Grant Date; provided that the Participant is employed by or in service to the Company or a Related Entity, as applicable, from the Grant Date until each respective vesting date (each a “Vesting Date”). Notwithstanding the foregoing, if the Participant’s employment or service is terminated by reason of the Participant’s death, then the Award

2017 Stock Incentive Plan

Restricted Stock Award Agreement (Service-Based)

shall vest with respect to any and all of the Restricted Shares that have not previously vested, which rights shall inure to the Participant’s beneficiary (or if no beneficiary was designated or if no designated beneficiary survives the Participant, then the Participant’s estate). Once vested pursuant to the terms of this Agreement, the Restricted Shares shall be deemed “Vested Shares.”

c. Change in Control. Notwithstanding any other provision of this Agreement or the Plan to the contrary (and unless otherwise required pursuant to Code Section 409A), the following provisions shall apply in the event of a Change in Control (as defined in the Plan):

i. To the extent that the successor surviving company in the Change in Control event does not assume or substitute the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Committee) as the Award outstanding immediately prior to the Change in Control event, any restrictions, including but not limited to the restriction period applicable to the Restricted Shares, shall be deemed to have been met, and the Restricted Shares shall become fully vested, earned and payable to the fullest extent of the original grant of the Award.

ii. Further, in the event the Award is substituted, assumed or continued as described in Section 2(c)(i), above, the Award shall nonetheless become vested in full and any restrictions, including but not limited to any restriction period applicable to any outstanding Restricted Shares, shall be deemed to have been met, and such Restricted Shares shall become fully vested, earned and payable to the fullest extent of the original award, if the employment or service of the Participant is terminated within one year (or such other period after a Change in Control as may be stated in the Participant’s change in control, consulting or other similar agreement in effect on the Plan Effective Date, if applicable) after the effective date of a Change in Control if such termination of employment or service (a) is by the Company not for Cause (as defined in the Plan) or (b) is by the Participant for Good Reason (as defined in the Plan). For clarification, for purposes of this Section 2(c), the “Company” shall include any successor to the Company.

iii. Notwithstanding the foregoing, in the event that the Participant is a party to an employment agreement with the Company that was entered into prior to the Plan Effective Date and a Change in Control occurs, the Participant shall be entitled to the greater of the benefits provided herein or under the terms of such employment agreement.

d. Termination of Employment; Service. In the event of a termination of the Participant’s employment or service with the Company or any Related Entity, as applicable, for any reason other than the Participant’s death, all unvested Restricted Shares shall be immediately forfeited. Notwithstanding the foregoing, in the event that the Participant is a party to an employment agreement (to the extent applicable) with the Company and a termination of employment by the Company without Cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Plan) occurs, the Participant shall be entitled to the greater of the benefits provided herein or under the terms of such employment agreement.

e. Rights as Shareholder; Dividends. The Participant shall have all the rights of a shareholder with respect to the Restricted Shares, subject to the restrictions herein, including the right to vote the Restricted Shares and to receive all dividends or other distributions paid or made with respect to the Restricted Shares. Any dividends declared and paid by the Company with respect to the Restricted Shares prior to the date that they become Vested Shares (the “Accrued Dividends”) shall be paid to the Participant only to the extent that the Restricted Shares upon which such dividends are paid become Vested Shares.  Any Accrued Dividends with respect to the Restricted Shares shall be forfeited to the extent that the Restricted Shares are forfeited.  The Participant authorizes the Company to hold as a general obligation of the Company any Accrued Dividends. Accrued Dividends with respect to

2017 Stock Incentive Plan

Restricted Stock Award Agreement

-2-

the Restricted Shares shall be paid to the Participant within 30 days after the date on which such Restricted Shares become Vested Shares, without interest thereon, and any subsequent dividends or other distributions (in cash or other property, but excluding extraordinary dividends) that are declared and/or paid with respect to such Vested Shares shall be paid to the Participant on an annual basis if and when declared.  

f. Transferability. None of the Restricted Shares or any rights or interests therein may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated in any manner whatsoever, other than by will or by the laws of descent and distribution, until they have vested. The terms of the Plan and this Agreement are binding upon the executors, administrators, heirs, successors and assigns of the Participant.

g. Legends. Until they become vested, the Restricted Shares shall be subject to the following legend:

“THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN AWARD AGREEMENT DATED [ ] PURSUANT TO THE WORLD ACCEPTANCE CORPORATION 2017 STOCK INCENTIVE PLAN. ANY ATTEMPTED TRANSFER OF THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AWARD AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECT. A COPY OF THE AWARD AGREEMENT MAY BE OBTAINED FROM THE HUMAN RESOURCES DEPARTMENT OR CHIEF FINANCIAL OFFICER OF WORLD ACCEPTANCE CORPORATION.”

h. Removal of Legend. After Restricted Shares become vested, and upon the Participant’s request, the Participant shall be entitled to receive a certificate (or such other evidence if the Stock is uncertificated) for such Vested Shares with the legend referred to in Section 2(g) removed and the Human Resources Department or Chief Financial Officer of the Company shall deliver to the Participant such certificate (or such other evidence if the Stock is uncertificated) representing such Vested Shares, free and clear of all restrictions, except for any applicable securities laws restrictions.

i. Delivery of Forfeited Shares. The Participant authorizes the Human Resources Department or Chief Financial Officer to deliver to the Company any and all Restricted Shares that are forfeited under the provisions of this Agreement.

3. Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the Company, the employer’s statutory withholding based upon applicable statutory withholding rates for federal, state, and local taxes, domestic or foreign, including payroll taxes, that are applicable with respect to any taxable event arising as a result of this Agreement. The amount of any such withholding shall be determined by the Company. The Participant may satisfy any such tax withholding obligation by any or a combination of the following means: (a) tendering a cash payment; (b) authorizing the Company to withhold from the shares otherwise issuable to the Participant upon vesting of the Restricted Shares the number of shares having a Fair Market Value as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Committee in a manner in accordance with applicable law and applicable accounting principles) the withholding tax obligation; or (c) delivering to the Company unencumbered shares of Stock owned by the Participant having a Fair Market Value as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Committee in a manner in accordance with applicable law and applicable accounting principles), the amount of such obligations being satisfied; provided, however, that with respect to clauses (b) and (c) above, the Committee in its sole discretion may disapprove such payment and require that such taxes be paid in cash.

4. Adjustments. In the event of a change in capitalization described in Section 8.2(g) of the Plan, other than a dividend or other distribution described in Section 2(e) above, then unless such event or change results in the termination of all the Restricted Shares granted under this Agreement, the Committee shall adjust, in an equitable manner and as provided in the Plan, the number and class of shares underlying the Restricted Shares,

2017 Stock Incentive Plan

Restricted Stock Award Agreement

-3-

the maximum number of shares for which the Award may vest, and the class of Stock as appropriate, in addition to taking any such other action as may be permitted under the Plan, to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Award.

5. Employment; Service. Nothing in the Plan or in this Agreement shall confer upon the Participant any right to continue in the employ of or service to the Company or any Related Entity, or interfere in any way with the right to terminate the Participant’s employment or service at any time for any reason or no reason.

6. Forfeiture; Recoupment; Compliance with Ownership and Other Company Policies.

a. Notwithstanding any other provision of this Agreement, if, at any time during the employment or service of the Participant or at any time following termination of employment or service for any reason (regardless of whether such termination was by the Company or the Participant, and whether voluntary or involuntary), the Participant engages in a Prohibited Activity (as defined herein), then, unless the Committee determines otherwise, and in addition to any other remedy available to the Company (on a non-exclusive basis): (i) the Award shall immediately be terminated and forfeited in its entirety; (ii) any shares of Stock subject to the Award (whether vested or unvested) shall immediately be forfeited and returned to the Company (without the payment by the Company of any consideration for such shares), and the Participant shall cease to have any rights related thereto and shall cease to be recognized as the legal owner of such shares; and (iii) any Award-Equivalent Value (as defined in the Plan) shall be paid to the Company within 10 business days of the Company’s request to the Participant therefor. Further, to the extent that the Participant receives any amount in excess of the amount that the Participant should otherwise have received under the terms of this Agreement for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company. The Participant agrees that the Award, any shares of Stock subject to the Award and any other benefits related to the Award (i) shall be subject to any applicable forfeiture, clawback, recoupment or repayment policies, equity retention policies, stock ownership guidelines and/or other policies that may be implemented by the Company or a Related Entity from time to time to the extent applicable to the Participant, and (ii) shall be subject to any clawback, forfeiture, recoupment or similar provisions that may apply under applicable laws, rules or regulations.

a. For purposes of this Agreement, a “Prohibited Activity” shall mean any of the following: (i) the Participant’s violation of any noncompetition, nonsolicitation or confidentiality restrictions or other restrictive covenants applicable to the Participant; (ii) the Participant’s material violation of any of the Company’s policies, as determined by the Committee in its discretion; (iii) the Participant’s violation of any federal, state or other law, rule or regulation which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; (iv) the Participant’s disclosure or other misuse of any confidential information or material concerning the Company or a Related Entity (except as otherwise required by law or as agreed to by the parties herein); (v) the Participant’s falsification of Company records or engaging in theft, fraud, embezzlement or other criminal conduct which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; (vi) the Participant’s indictment, conviction or entering of a plea of any type (including, but not limited to, a plea of nolo contendere) for a crime constituting a felony or a misdemeanor involving moral turpitude, which involves or relates in any way to the Participant’s actions or omissions during the employment or service of the Participant and/or to events affecting the Company (and/or a Related Entity) that occur during the employment or service of the Participant; (vii) any illicit or unauthorized act or omission which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; or (viii) the Participant’s failure to reasonably cooperate with any litigation or investigation affecting the Company and/or a Related Entity. For the avoidance of doubt, in each and every instance the Committee shall have sole and absolute discretion to determine if a Prohibited Activity has occurred.

2017 Stock Incentive Plan

Restricted Stock Award Agreement

-4-

7. Notices. Except as otherwise provided in the Plan or determined by the Committee, any written notice required or permitted under this Agreement shall be deemed given when delivered personally or electronically, as appropriate, either to the Participant or to the Human Resources Department or Chief Financial Officer of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed as appropriate either to the Participant at the then current address as maintained by the Company or such other address as the Participant may advise the Company in writing, or to the Attention: Human Resources Department or Chief Financial Officer, World Acceptance Corporation, at its headquarters office or such other address as the Company may designate in writing to the Participant.

8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

9. Plan Provisions. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. Any inconsistency between the Agreement and the Plan shall be resolved in favor of the Plan.

10. Acknowledgement of Authority. As a condition of receiving this Award, the Participant agrees that the Committee, as administrator of the Plan (and the Board, to the extent acting as administrator of the Plan pursuant to the terms of the Plan), shall have full and final authority to construe and interpret the Plan and this Agreement, and to make all other decisions and determinations as may be required under the terms of the Plan or this Agreement as they may deem necessary or advisable for the administration of the Plan or this Agreement, and that all such interpretations, decisions and determinations shall be final and binding on the Participant, the Company and all other interested persons.

11. Section 16 Compliance. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Plan, the Restricted Shares, and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

12. Participant Undertaking. The Participant agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Participant pursuant to the express provisions of this Agreement.

13. Code Section 409A; Compliance with Laws. If and to the extent Code Section 409A is deemed to apply to the Plan, the Award and/or the Restricted Shares, the Plan, the Award and/or the Restricted Shares are intended either to be exempt from Code Section 409A or to comply with Code Section 409A. Notwithstanding anything in the Plan or any award agreement, including this Agreement, to the contrary, the Participant shall be solely responsible for the tax consequences of awards under the Plan, including but not limited to this Award, and in no event shall the Company have any responsibility or liability if an award does not meet any applicable requirements of Code Section 409A. The Company does not represent or warrant that the Plan or any award (including but not limited to the Award granted hereunder) complies with any provision of federal, state, local or other tax law.

14. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed according to the laws of the State of South Carolina without regard to the principles of conflicts of laws, and in accordance with applicable federal laws of the United States.

2017 Stock Incentive Plan

Restricted Stock Award Agreement

-5-

15. Entire Agreement. The Plan and this Agreement (including any exhibit or schedule hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

16. Counterparts. 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 constitute one and the same instrument.

17. Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

[Signatures on Following Page]

2017 Stock Incentive Plan

Restricted Stock Award Agreement

-6-

IN WITNESS WHEREOF, World Acceptance Corporation has executed this Agreement in duplicate on the [ ] day of [ ].

WORLD ACCEPTANCE CORPORATION

BY:	_____________________________________________
PRINT NAME:
Its:	[Chief Executive Officer]

I acknowledge receipt of a copy of the Plan (either as an attachment hereto or that has been previously received by me) and that I have carefully read this Award Agreement and the Plan. I agree to be bound by all of the provisions set forth in this Award Agreement and the Plan.

BY:	_____________________________________________
PRINT NAME:

2017 Stock Incentive Plan    

Restricted Stock Award Agreement

EX-10.3

WORLD ACCEPTANCE CORPORATION

RESTRICTED STOCK AWARD AGREEMENT
(PERFORMANCE-BASED)

World Acceptance Corporation, a South Carolina corporation (the “Company”), pursuant to its 2011 Stock Option Plan, as it may be amended from time to time (the “Plan”), hereby grants to the participant listed below (“Participant”), an award (the “Award”) for the number of shares of Restricted Stock set forth below.The terms and conditions of the Award are set forth below.

PARTICIPANT:	[ ]
GRANT DATE:	[ ]
TOTAL NUMBER OF SHARES OF RESTRICTED STOCK:	[ ]
VESTING SCHEDULE:	See Schedule A
PERFORMANCE PERIOD(S) AND PERFORMANCE GOAL(S)	See Schedule A

THIS RESTRICTED STOCK AWARD AGREEMENT, including Schedule A attached hereto, which is expressly made a part of the Agreement (the “Agreement”), effective as of the Grant Date above, represents the grant of Restricted Stock by the Company to the Participant named above, pursuant to the provisions of the Plan and this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

1. Grant of Award. The Company hereby grants to the Participant an Award of [ ] shares of the Company’s Stock subject to the restrictions placed thereon pursuant to the terms and conditions of this Agreement (the “Restricted Shares”) and those set forth in the Plan.

2. Terms of Award.

a. Escrow of Shares. A certificate representing the Restricted Shares shall be issued in the name of the Participant (or, in the case of uncertificated shares, other written evidence of ownership in accordance with applicable law shall be provided) as soon as practicable after the Grant Date and shall be escrowed with the Human Resources Department or Chief Financial Officer of the Company (the “Escrow Agent”) subject to (i) vesting and removal of the restrictions placed thereon or (ii) forfeiture pursuant to the terms of this Agreement.

b. Vesting. Except as provided in Sections 2(c) and 2(d) below, the Restricted Shares shall vest and be earned subject to the achievement of such Performance Goals, as described in Schedule A (which is attached hereto and expressly made a part of this Agreement) during the Performance Period. The Participant expressly acknowledges that the Restricted Shares shall vest only upon such terms and conditions as are provided in this Agreement (including but not limited to Schedule A) and otherwise in accordance with the Plan. The Award shall not vest, in whole or in part, unless the Participant remains employed by the Company or a Related Entity, as applicable, from the Grant Date until each vesting date as described in Schedule A (each a “Vesting Date”). The Committee has the authority

2011 Stock Incentive Plan

Restricted Stock Award Agreement (Performance-Based)

to determine whether and to what degree the Restricted Shares shall be deemed earned and vested. Notwithstanding the foregoing, if the Participant’s employment is terminated by reason of the Participant’s death, then the Performance Goals shall be deemed fully met and the Award shall vest with respect to any and all of the Restricted Shares that have not previously vested, which rights shall inure to the Participant’s beneficiary (or if no beneficiary was designated or if no designated beneficiary survives the Participant, then the Participant’s estate).Once vested pursuant to the terms of this Agreement, the Restricted Shares shall be deemed “Vested Shares.” For purposes of this Agreement, the “Performance Goals” refer to those goals listed on Schedule A attached hereto, and the “Performance Period” is the period beginning on the Grant Date and ending on such date or dates and satisfaction of such conditions as described in Schedule A.

c. Change in Control. Notwithstanding any other provision of this Agreement or the Plan to the contrary (and unless otherwise required pursuant to Code Section 409A), the following provisions shall apply in the event of a Change in Control (as defined in the Plan):

i. To the extent that the successor surviving company in the Change in Control event does not assume or substitute the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Committee) as the Award outstanding immediately prior to the Change in Control event, any restrictions, including but not limited to achievement of the Performance Goals in full, applicable to the Restricted Shares, shall be deemed to have been met, and the Restricted Shares shall become fully vested, earned and payable to the fullest extent of the original grant of the Award.

ii. Further, in the event the Award is substituted, assumed or continued as described in Section 2(c)(i), above, the Award shall nonetheless become vested in full and any restrictions, including but not limited to achievement of the Performance Goals, applicable to any outstanding Restricted Shares, shall be deemed to have been met, and such Restricted Shares shall become fully vested, earned and payable to the fullest extent of the original award, if the employment of the Participant is terminated within one year (or such other period after a Change in Control as may be stated in the Participant’s change in control, consulting or other similar agreement in effect on the Plan Effective Date, if applicable) after the effective date of a Change in Control if such termination of employment (a) is by the Company not for Cause (as defined below) or (b) is by the Participant for Good Reason (as defined below). For clarification, for purposes of this Section 2(c), the “Company” shall include any successor to the Company.

iii. Notwithstanding the foregoing, in the event that the Participant is a party to an employment agreement (to the extent applicable) with the Company and a Change in Control occurs, the Participant shall be entitled to the greater of the benefits provided herein or under the terms of such employment agreement.

iv. As used herein, “Cause” means, unless the Committee determines otherwise, a Participant’s termination of employment or service resulting from the Participant’s (a) termination for “Cause” as defined under the Participant’s employment, change in control or other similar agreement with the Company or a Related Entity, if any, or (b) if the Participant has not entered into any such agreement (or, if any such agreement does not define “Cause”), then “Cause” shall mean termination of the Participant’s employment or service due to the Participant’s (i) gross misconduct or gross neglect in respect of his or her duties for the Company or Related Entity; (ii) conviction of (or plea of nolo contendere to) a felony, or of a misdemeanor where active imprisonment is imposed; (iii) knowing and intentional failure to comply with applicable laws with respect to the execution of the business operations of the Company or a Related Entity; (iv) falsification of records or engaging in theft, fraud, embezzlement, dishonesty or other conduct that has resulted or is likely to result in material

2011 Stock Option Plan

Restricted Stock Award Agreement (Performance-Based)

-2-

damage to the Company’s or any of its Related Entities’ business or reputation; (v) failure to comply with reasonable written directives of the Chief Executive Officer or the Board; (vi) the willful and material violation of the policies of the Company or a Related Entity, including its Code of Ethics; and/or (vii) the willful failure to reasonably cooperate with any investigation authorized by the Board, which failure would reasonably be expected to have a material adverse effect on the Company or a Related Entity.

v. As used herein, “Good Reason” means, unless the Committee determines otherwise, in the context of a Change in Control, (a) “Good Reason” as defined under the Participant’s employment, change in control or other similar agreement with the Company or a Related Entity, if any, or (b) if the Participant has not entered into any such agreement (or, if any such agreement does not define “Good Reason”) then, (i) “Good Reason,” with regard to employees, shall mean any of the following conditions that arises without the consent of the Participant: (A) a material diminution of the Participant’s base salary; (B) a material diminution in the Participant’s authority, duties or responsibilities; and/or (C) requiring the Participant to relocate his or her principal place of employment more than fifty (50) miles from the current location at which he or she is primarily stationed; and (ii) “Good Reason,” with regard to directors, shall mean the Participant’s ceasing to serve as a director, or, if the Company is not the surviving company in a Change in Control event, a member of the board of directors of the surviving entity, in either case, due to the Participant’s failure to be nominated to serve as a director of such entity or the Participant’s failure to be elected to serve as a director of such entity, but not due to the Participant’s decision not to continue service on the Board or the board of directors of the surviving entity, as the case may be. The determination of “Good Reason” shall be made by the Committee and its determination shall be final and conclusive.

d. Termination of Employment. In the event of a termination of the Participant’s employment with the Company or any Related Entity, as applicable, for any reason other than the Participant’s death, all unvested Restricted Shares shall be immediately forfeited. Notwithstanding the foregoing, in the event that the Participant is a party to an employment agreement (to the extent applicable) with the Company and a termination of employment by the Company without Cause or by the Participant for Good Reason occurs, the Participant shall be entitled to the greater of the benefits provided herein or under the terms of such employment agreement.

e. Rights as Shareholder; Dividends. The Participant shall have all the rights of a shareholder with respect to the Restricted Shares, subject to the restrictions herein, including the right to vote the Restricted Shares and to receive all dividends or other distributions paid or made with respect to the Restricted Shares. Any dividends declared and paid by the Company with respect to the Restricted Shares prior to the date that they become Vested Shares (the “Accrued Dividends”) shall be paid to the Participant only to the extent that the Restricted Shares upon which such dividends are paid become Vested Shares.  Any Accrued Dividends with respect to the Restricted Shares shall be forfeited to the extent that the Restricted Shares are forfeited.  The Participant authorizes the Company to hold as a general obligation of the Company any Accrued Dividends. Accrued Dividends with respect to the Restricted Shares shall be paid to the Participant within 30 days after the date on which such Restricted Shares become Vested Shares, without interest thereon, and any subsequent dividends or other distributions (in cash or other property, but excluding extraordinary dividends) that are declared and/or paid with respect to such Vested Shares shall be paid to the Participant on an annual basis if and when declared. 

f. Transferability. None of the Restricted Shares or any rights or interests therein may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated in any manner whatsoever, other than by will or by the laws of descent and distribution, until they have vested. The terms of the Plan and this Agreement are binding upon the executors, administrators, heirs, successors and assigns of the Participant.

2011 Stock Option Plan

Restricted Stock Award Agreement (Performance-Based)

-3-

g. Legends. Until they become vested, the Restricted Shares shall be subject to the following legend:

“THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN AWARD AGREEMENT DATED [ ] PURSUANT TO THE WORLD ACCEPTANCE CORPORATION 2011 STOCK OPTION PLAN. ANY ATTEMPTED TRANSFER OF THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AWARD AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECT. A COPY OF THE AWARD AGREEMENT MAY BE OBTAINED FROM THE HUMAN RESOURCES DEPARTMENT OR CHIEF FINANCIAL OFFICER OF WORLD ACCEPTANCE CORPORATION.”

h. Removal of Legend. After Restricted Shares become vested, and upon the Participant’s request, the Participant shall be entitled to receive a certificate (or such other evidence if the Stock is uncertificated) for such Vested Shares with the legend referred to in Section 2(g) removed and the Human Resources Department or Chief Financial Officer of the Company shall deliver to the Participant such certificate (or such other evidence if the Stock is uncertificated) representing such Vested Shares, free and clear of all restrictions, except for any applicable securities laws restrictions.

i. Delivery of Forfeited Shares. The Participant authorizes the Human Resources Department or Chief Financial Officer to deliver to the Company any and all Restricted Shares that are forfeited under the provisions of this Agreement.

3. Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the Company, the employer’s statutory withholding based upon applicable statutory withholding rates for federal, state, and local taxes, domestic or foreign, including payroll taxes, that are applicable with respect to any taxable event arising as a result of this Agreement. The amount of any such withholding shall be determined by the Company. The Participant may satisfy any such tax withholding obligation by any or a combination of the following means: (a) tendering a cash payment; (b) authorizing the Company to withhold from the shares otherwise issuable to the Participant upon vesting of the Restricted Shares the number of shares having a Fair Market Value as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Committee in a manner in accordance with applicable law and applicable accounting principles) the withholding tax obligation; or (c) delivering to the Company unencumbered shares of Stock owned by the Participant having a Fair Market Value as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Committee in a manner in accordance with applicable law and applicable accounting principles), the amount of such obligations being satisfied; provided, however, that with respect to clauses (b) and (c) above, the Committee in its sole discretion may disapprove such payment and require that such taxes be paid in cash.

4. Adjustments. In the event of a change in capitalization described in Section 8.2(g) of the Plan, other than a dividend or other distribution described in Section 2(e) above, then unless such event or change results in the termination of all the Restricted Shares granted under this Agreement, the Committee shall adjust, in an equitable manner and as provided in the Plan, the number and class of shares underlying the Restricted Shares, the maximum number of shares for which the Award may vest, and the class of Stock as appropriate, in addition to taking any such other action as may be permitted under the Plan, to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Award.

5. Employment. Nothing in the Plan or in this Agreement shall confer upon the Participant any right to continue in the employ of the Company or any Related Entity, or interfere in any way with the right to terminate the Participant’s employment at any time for any reason or no reason.

6. Forfeiture; Recoupment; Compliance with Ownership and Other Company Policies.

a. Notwithstanding any other provision of this Agreement, if, at any time during the employment or service of the Participant or at any time following termination of employment or service for any

2011 Stock Option Plan

Restricted Stock Award Agreement (Performance-Based)

-4-

reason (regardless of whether such termination was by the Company or the Participant, and whether voluntary or involuntary), the Participant engages in a Prohibited Activity (as defined herein), then, unless the Committee determines otherwise, and in addition to any other remedy available to the Company (on a non-exclusive basis): (i) the Award shall immediately be terminated and forfeited in its entirety; (ii) any shares of Stock subject to the Award (whether vested or unvested) shall immediately be forfeited and returned to the Company (without the payment by the Company of any consideration for such shares), and the Participant shall cease to have any rights related thereto and shall cease to be recognized as the legal owner of such shares; and (iii) any Award-Equivalent Value (as defined in the Plan) shall be paid to the Company within 10 business days of the Company’s request to the Participant therefor. Further, to the extent that the Participant receives any amount in excess of the amount that the Participant should otherwise have received under the terms of this Agreement for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company. The Participant agrees that the Award, any shares of Stock subject to the Award and any other benefits related to the Award (i) shall be subject to any applicable forfeiture, clawback, recoupment or repayment policies, equity retention policies, stock ownership guidelines and/or other policies that may be implemented by the Company or a Related Entity from time to time to the extent applicable to the Participant, and (ii) shall be subject to any clawback, forfeiture, recoupment or similar provisions that may apply under applicable laws, rules or regulations.

b. For purposes of this Agreement, a “Prohibited Activity” shall mean any of the following: (i) the Participant’s violation of any noncompetition, nonsolicitation or confidentiality restrictions or other restrictive covenants applicable to the Participant; (ii) the Participant’s material violation of any of the Company’s policies, as determined by the Committee in its discretion; (iii) the Participant’s violation of any federal, state or other law, rule or regulation which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; (iv) the Participant’s disclosure or other misuse of any confidential information or material concerning the Company or a Related Entity (except as otherwise required by law or as agreed to by the parties herein); (v) the Participant’s falsification of Company records or engaging in theft, fraud, embezzlement or other criminal conduct which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; (vi) the Participant’s indictment, conviction or entering of a plea of any type (including, but not limited to, a plea of nolo contendere) for a crime constituting a felony or a misdemeanor involving moral turpitude, which involves or relates in any way to the Participant’s actions or omissions during the employment or service of the Participant and/or to events affecting the Company (and/or a Related Entity) that occur during the employment or service of the Participant; (vii) any illicit or unauthorized act or omission which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; or (viii) the Participant’s failure to reasonably cooperate with any litigation or investigation affecting the Company and/or a Related Entity. For the avoidance of doubt, in each and every instance the Committee shall have sole and absolute discretion to determine if a Prohibited Activity has occurred.

7. Notices. Except as otherwise provided in the Plan or determined by the Committee, any written notice required or permitted under this Agreement shall be deemed given when delivered personally or electronically, as appropriate, either to the Participant or to the Human Resources Department or Chief Financial Officer of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed as appropriate either to the Participant at the then current address as maintained by the Company or such other address as the Participant may advise the Company in writing, or to the Attention: Human Resources Department or Chief Financial Officer, World Acceptance Corporation, at its headquarters office or such other address as the Company may designate in writing to the Participant.

8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

2011 Stock Option Plan

Restricted Stock Award Agreement (Performance-Based)

-5-

9. Plan Provisions. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. Any inconsistency between the Agreement and the Plan shall be resolved in favor of the Plan.

10. Acknowledgement of Authority. As a condition of receiving this Award, the Participant agrees that the Committee, as administrator of the Plan (and the Board, to the extent acting as administrator of the Plan pursuant to the terms of the Plan), shall have full and final authority to construe and interpret the Plan and this Agreement, and to make all other decisions and determinations as may be required under the terms of the Plan or this Agreement as they may deem necessary or advisable for the administration of the Plan or this Agreement, and that all such interpretations, decisions and determinations shall be final and binding on the Participant, the Company and all other interested persons.

11. Section 16 Compliance. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Plan, the Restricted Shares, and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

12. Participant Undertaking. The Participant agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Participant pursuant to the express provisions of this Agreement.

13. Code Section 409A; Compliance with Laws. If and to the extent Code Section 409A is deemed to apply to the Plan, the Award and/or the Restricted Shares, the Plan, the Award and/or the Restricted Shares are intended either to be exempt from Code Section 409A or to comply with Code Section 409A. Notwithstanding anything in the Plan or any award agreement, including this Agreement, to the contrary, the Participant shall be solely responsible for the tax consequences of awards under the Plan, including but not limited to this Award, and in no event shall the Company have any responsibility or liability if an award does not meet any applicable requirements of Code Section 409A. The Company does not represent or warrant that the Plan or any award (including but not limited to the Award granted hereunder) complies with any provision of federal, state, local or other tax law.

14. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed according to the laws of the State of South Carolina without regard to the principles of conflicts of laws, and in accordance with applicable federal laws of the United States.

15. Entire Agreement. The Plan and this Agreement (including any exhibit or schedule hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

16. Counterparts. 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 constitute one and the same instrument.

17. Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

[Signatures on Following Page]

2011 Stock Option Plan

Restricted Stock Award Agreement (Performance-Based)

-6-

IN WITNESS WHEREOF, World Acceptance Corporation has executed this Agreement in duplicate on the [ ] day of [ ].

WORLD ACCEPTANCE CORPORATION

BY:	_____________________________________________
PRINT NAME:
Its:	[Chief Executive Officer]

I acknowledge receipt of a copy of the Plan (either as an attachment hereto or that has been previously received by me) and that I have carefully read this Award Agreement and the Plan. I agree to be bound by all of the provisions set forth in this Award Agreement and the Plan.

BY:	_____________________________________________
PRINT NAME:

2011 Stock Option Plan    

Restricted Stock Award Agreement (Performance-Based)

RESTRICTED STOCK AWARD AGREEMENT
(PERFORMANCE-BASED)

SCHEDULE A

1. Grant Date:

2. Number of Shares Subject to Award: shares

The actual number of Shares, if any, subject to the Award that may be earned and vested shall be determined based upon the attainment of the Performance Goals during the Performance Period specified below, as determined by the Committee; provided, that except as otherwise provided in the Agreement, the earning and vesting of the Shares is subject to the continued employment or service of the Participant from the Grant Date until each applicable vesting dateand such other terms and conditions as may be imposed by the Plan and the Agreement, including but not limited to this Schedule A.

3. Performance Goals: The Performance Goals are based on the Company’s trailing earnings per share (“Trailing EPS”). Trailing EPS is the sum of the Company’s earnings per share (“EPS”) for the previous four calendar quarters. “EPS” shall mean the Company’s publicly reported EPS, adjusted for any change in the accounting literature, which would change the accounting for operating leases to capital leases. Trailing EPS shall be determined on a quarterly basis during the Performance Period, commencing with the calendar quarter ending []. A Trailing EPS Target will be considered achieved if, as of the last business day of the applicable calendar quarter, the sum of the Company’s EPS for the previous four calendar quarters equals or exceeds the specified Trailing EPS Target. The number of Shares that vest is cumulative. The Trailing EPS Targets are set forth in Section 4(b) below.

4. Performance Period:

a. Performance Period. The measurement period for the Performance Goals shall be the period beginning [] and ending [] (the “Performance Period”).

b. EPS Targets

If and to the extent that the EPS targets identified below are met during the Performance Period, that percentage of the Award identified below shall vest. EPS shall be measured at the end of each fiscal quarter, based upon a rolling twelve- month basis, as described in Section 3, above. If and to the extent that any or all of the EPS Targets for the Performance Period are not met as of the last day of the Performance Period, that portion of the Award and the underlying Shares shall be forfeited.

EPS Target	Percentage of Award Vested
$[]	[]%
$[]	[]%

5. Additional Terms:

a. Certification of Performance Goals; Committee Discretion. Except in the event of the occurrence of a Change in Control, the Committee shall, as soon as practicable following the last business day of each calendar quarter during the Performance Period commencing on or after [], determine and

2011 Stock Incentive Plan    

Restricted Stock Award Agreement (Performance-Based)

certify, based on the Company’s financial statements for the twelve-month period ending on the last business day of such calendar quarter, whether a Performance Goal has been attained. Such certification shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. The Committee has sole discretion to determine if and to the extent that any Shares have vested and been earned.

b. General Vesting Terms. Any of the Shares that do not vest as of the end of the Performance Period shall be forfeited as of the end of the Performance Period. Further, in the event of a termination of the Participant’s employment with the Company or any of its Related Entities for any reason other than the Participant’s death prior to the Vesting Date, all unvested Shares will be immediately forfeited, except as otherwise provided in the Agreement.

2011 Stock Option Plan

Restricted Stock Award Agreement (Performance-Based)

-2-

EX-10.4

WORLD ACCEPTANCE CORPORATION

RESTRICTED STOCK AWARD AGREEMENT
(PERFORMANCE-BASED)

World Acceptance Corporation, a South Carolina corporation (the “Company”), pursuant to its 2017 Stock Incentive Plan, as it may be amended from time to time (the “Plan”), hereby grants to the participant listed below (“Participant”), an award (the “Award”) for the number of shares of Restricted Stock set forth below.The terms and conditions of the Award are set forth below.

PARTICIPANT:	[ ]
GRANT DATE:	[ ]
TOTAL NUMBER OF SHARES OF RESTRICTED STOCK:	[ ]
VESTING SCHEDULE:	See Schedule A
PERFORMANCE PERIOD(S) AND PERFORMANCE GOAL(S)	See Schedule A

THIS RESTRICTED STOCK AWARD AGREEMENT, including Schedule A attached hereto, which is expressly made a part of the Agreement (the “Agreement”), effective as of the Grant Date above, represents the grant of Restricted Stock by the Company to the Participant named above, pursuant to the provisions of the Plan and this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

1. Grant of Award. The Company hereby grants to the Participant an Award of [ ] shares of the Company’s Stock subject to the restrictions placed thereon pursuant to the terms and conditions of this Agreement (the “Restricted Shares”) and those set forth in the Plan.

2. Terms of Award.

a. Escrow of Shares. A certificate representing the Restricted Shares shall be issued in the name of the Participant (or, in the case of uncertificated shares, other written evidence of ownership in accordance with applicable law shall be provided) as soon as practicable after the Grant Date and shall be escrowed with the Human Resources Department or Chief Financial Officer of the Company (the “Escrow Agent”) subject to (i) vesting and removal of the restrictions placed thereon or (ii) forfeiture pursuant to the terms of this Agreement.

b. Vesting. Except as provided in Sections 2(c) and 2(d) below, the Restricted Shares shall vest and be earned subject to the achievement of such Performance Goals, as described in Schedule A (which is attached hereto and expressly made a part of this Agreement) during the Performance Period. The Participant expressly acknowledges that the Restricted Shares shall vest only upon such terms and conditions as are provided in this Agreement (including but not limited to Schedule A) and otherwise in accordance with the Plan. The Award shall not vest, in whole or in part, unless the Participant remains employed by the Company or a Related Entity, as applicable, from the Grant Date until each vesting date as described in Schedule A (each a “Vesting Date”). The Committee has the authority

2017 Stock Incentive Plan

Restricted Stock Award Agreement (Performance-Based)

to determine whether and to what degree the Restricted Shares shall be deemed earned and vested. Notwithstanding the foregoing, if the Participant’s employment is terminated by reason of the Participant’s death, then the Performance Goals shall be deemed fully met and the Award shall vest with respect to any and all of the Restricted Shares that have not previously vested, which rights shall inure to the Participant’s beneficiary (or if no beneficiary was designated or if no designated beneficiary survives the Participant, then the Participant’s estate).Once vested pursuant to the terms of this Agreement, the Restricted Shares shall be deemed “Vested Shares.” For purposes of this Agreement, the “Performance Goals” refer to those goals listed on Schedule A attached hereto, and the “Performance Period” is the period beginning on the Grant Date and ending on such date or dates and satisfaction of such conditions as described in Schedule A.

c. Change in Control. Notwithstanding any other provision of this Agreement or the Plan to the contrary (and unless otherwise required pursuant to Code Section 409A), the following provisions shall apply in the event of a Change in Control (as defined in the Plan):

i. To the extent that the successor surviving company in the Change in Control event does not assume or substitute the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Committee) as the Award outstanding immediately prior to the Change in Control event, any restrictions, including but not limited to achievement of the Performance Goals in full, applicable to the Restricted Shares, shall be deemed to have been met, and the Restricted Shares shall become fully vested, earned and payable to the fullest extent of the original grant of the Award.

ii. Further, in the event the Award is substituted, assumed or continued as described in Section 2(c)(i), above, the Award shall nonetheless become vested in full and any restrictions, including but not limited to achievement of the Performance Goals, applicable to any outstanding Restricted Shares, shall be deemed to have been met, and such Restricted Shares shall become fully vested, earned and payable to the fullest extent of the original award, if the employment of the Participant is terminated within one year (or such other period after a Change in Control as may be stated in the Participant’s change in control, consulting or other similar agreement in effect on the Plan Effective Date, if applicable) after the effective date of a Change in Control if such termination of employment (a) is by the Company not for Cause (as defined in the Plan) or (b) is by the Participant for Good Reason (as defined in the Plan). For clarification, for purposes of this Section 2(c), the “Company” shall include any successor to the Company.

iii. Notwithstanding the foregoing, in the event that the Participant is a party to an employment agreement with the Company that was entered into prior to the Plan Effective Date and a Change in Control occurs, the Participant shall be entitled to the greater of the benefits provided herein or under the terms of such employment agreement.

d. Termination of Employment. In the event of a termination of the Participant’s employment with the Company or any Related Entity, as applicable, for any reason other than the Participant’s death, all unvested Restricted Shares shall be immediately forfeited. Notwithstanding the foregoing, in the event that the Participant is a party to an employment agreement (to the extent applicable) with the Company and a termination of employment by the Company without Cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Plan) occurs, the Participant shall be entitled to the greater of the benefits provided herein or under the terms of such employment agreement.

e. Rights as Shareholder; Dividends. The Participant shall have all the rights of a shareholder with respect to the Restricted Shares, subject to the restrictions herein, including the right to vote the Restricted Shares and to receive all dividends or other distributions paid or made with respect to the Restricted Shares.Any dividends declared and paid by the Company with respect to the Restricted

2017 Stock Incentive Plan

Restricted Stock Award Agreement (Performance-Based)

-2-

Shares prior to the date that they become Vested Shares (the “Accrued Dividends”) shall be paid to the Participant only to the extent that the Restricted Shares upon which such dividends are paid become Vested Shares.  Any Accrued Dividends with respect to the Restricted Shares shall be forfeited to the extent that the Restricted Shares are forfeited.  The Participant authorizes the Company to hold as a general obligation of the Company any Accrued Dividends. Accrued Dividends with respect to the Restricted Shares shall be paid to the Participant within 30 days after the date on which such Restricted Shares become Vested Shares, without interest thereon, and any subsequent dividends or other distributions (in cash or other property, but excluding extraordinary dividends) that are declared and/or paid with respect to such Vested Shares shall be paid to the Participant on an annual basis if and when declared.  

f. Transferability. None of the Restricted Shares or any rights or interests therein may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated in any manner whatsoever, other than by will or by the laws of descent and distribution, until they have vested. The terms of the Plan and this Agreement are binding upon the executors, administrators, heirs, successors and assigns of the Participant.

g. Legends. Until they become vested, the Restricted Shares shall be subject to the following legend:

“THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN AWARD AGREEMENT DATED [ ] PURSUANT TO THE WORLD ACCEPTANCE CORPORATION 2017 STOCK INCENTIVE PLAN. ANY ATTEMPTED TRANSFER OF THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AWARD AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECT. A COPY OF THE AWARD AGREEMENT MAY BE OBTAINED FROM THE HUMAN RESOURCES DEPARTMENT OR CHIEF FINANCIAL OFFICER OF WORLD ACCEPTANCE CORPORATION.”

h. Removal of Legend. After Restricted Shares become vested, and upon the Participant’s request, the Participant shall be entitled to receive a certificate (or such other evidence if the Stock is uncertificated) for such Vested Shares with the legend referred to in Section 2(g) removed and the Human Resources Department or Chief Financial Officer of the Company shall deliver to the Participant such certificate (or such other evidence if the Stock is uncertificated) representing such Vested Shares, free and clear of all restrictions, except for any applicable securities laws restrictions.

i. Delivery of Forfeited Shares. The Participant authorizes the Human Resources Department or Chief Financial Officer to deliver to the Company any and all Restricted Shares that are forfeited under the provisions of this Agreement.

3. Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the Company, the employer’s statutory withholding based upon applicable statutory withholding rates for federal, state, and local taxes, domestic or foreign, including payroll taxes, that are applicable with respect to any taxable event arising as a result of this Agreement. The amount of any such withholding shall be determined by the Company. The Participant may satisfy any such tax withholding obligation by any or a combination of the following means: (a) tendering a cash payment; (b) authorizing the Company to withhold from the shares otherwise issuable to the Participant upon vesting of the Restricted Shares the number of shares having a Fair Market Value as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Committee in a manner in accordance with applicable law and applicable accounting principles) the withholding tax obligation; or (c) delivering to the Company unencumbered shares of Stock owned by the Participant having a Fair Market Value as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Committee in a manner in accordance with applicable law and applicable accounting principles), the amount of such obligations being satisfied; provided, however, that with respect to clauses (b) and (c) above, the Committee in its sole discretion may disapprove such payment and require that such taxes be paid in cash.

2017 Stock Incentive Plan

Restricted Stock Award Agreement (Performance-Based)

-3-

4. Adjustments. In the event of a change in capitalization described in Section 8.2(g) of the Plan, other than a dividend or other distribution described in Section 2(e) above, then unless such event or change results in the termination of all the Restricted Shares granted under this Agreement, the Committee shall adjust, in an equitable manner and as provided in the Plan, the number and class of shares underlying the Restricted Shares, the maximum number of shares for which the Award may vest, and the class of Stock as appropriate, in addition to taking any such other action as may be permitted under the Plan, to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Award.

5. Employment. Nothing in the Plan or in this Agreement shall confer upon the Participant any right to continue in the employ of the Company or any Related Entity, or interfere in any way with the right to terminate the Participant’s employment at any time for any reason or no reason.

6. Forfeiture; Recoupment; Compliance with Ownership and Other Company Policies.

a. Notwithstanding any other provision of this Agreement, if, at any time during the employment or service of the Participant or at any time following termination of employment or service for any reason (regardless of whether such termination was by the Company or the Participant, and whether voluntary or involuntary), the Participant engages in a Prohibited Activity (as defined herein), then, unless the Committee determines otherwise, and in addition to any other remedy available to the Company (on a non-exclusive basis): (i) the Award shall immediately be terminated and forfeited in its entirety; (ii) any shares of Stock subject to the Award (whether vested or unvested) shall immediately be forfeited and returned to the Company (without the payment by the Company of any consideration for such shares), and the Participant shall cease to have any rights related thereto and shall cease to be recognized as the legal owner of such shares; and (iii) any Award-Equivalent Value (as defined in the Plan) shall be paid to the Company within 10 business days of the Company’s request to the Participant therefor. Further, to the extent that the Participant receives any amount in excess of the amount that the Participant should otherwise have received under the terms of this Agreement for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company. The Participant agrees that the Award, any shares of Stock subject to the Award and any other benefits related to the Award (i) shall be subject to any applicable forfeiture, clawback, recoupment or repayment policies, equity retention policies, stock ownership guidelines and/or other policies that may be implemented by the Company or a Related Entity from time to time to the extent applicable to the Participant, and (ii) shall be subject to any clawback, forfeiture, recoupment or similar provisions that may apply under applicable laws, rules or regulations.

b. For purposes of this Agreement, a “Prohibited Activity” shall mean any of the following: (i) the Participant’s violation of any noncompetition, nonsolicitation or confidentiality restrictions or other restrictive covenants applicable to the Participant; (ii) the Participant’s material violation of any of the Company’s policies, as determined by the Committee in its discretion; (iii) the Participant’s violation of any federal, state or other law, rule or regulation which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; (iv) the Participant’s disclosure or other misuse of any confidential information or material concerning the Company or a Related Entity (except as otherwise required by law or as agreed to by the parties herein); (v) the Participant’s falsification of Company records or engaging in theft, fraud, embezzlement or other criminal conduct which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; (vi) the Participant’s indictment, conviction or entering of a plea of any type (including, but not limited to, a plea of nolo contendere) for a crime constituting a felony or a misdemeanor involving moral turpitude, which involves or relates in any way to the Participant’s actions or omissions during the employment or service of the Participant and/or to events affecting the Company (and/or a Related Entity) that occur during the employment or service of the Participant; (vii) any illicit or unauthorized act or omission which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in

2017 Stock Incentive Plan

Restricted Stock Award Agreement (Performance-Based)

-4-

its discretion; or (viii) the Participant’s failure to reasonably cooperate with any litigation or investigation affecting the Company and/or a Related Entity. For the avoidance of doubt, in each and every instance the Committee shall have sole and absolute discretion to determine if a Prohibited Activity has occurred.

7. Notices. Except as otherwise provided in the Plan or determined by the Committee, any written notice required or permitted under this Agreement shall be deemed given when delivered personally or electronically, as appropriate, either to the Participant or to the Human Resources Department or Chief Financial Officer of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed as appropriate either to the Participant at the then current address as maintained by the Company or such other address as the Participant may advise the Company in writing, or to the Attention: Human Resources Department or Chief Financial Officer, World Acceptance Corporation, at its headquarters office or such other address as the Company may designate in writing to the Participant.

8. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

9. Plan Provisions. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. Any inconsistency between the Agreement and the Plan shall be resolved in favor of the Plan.

10. Acknowledgement of Authority. As a condition of receiving this Award, the Participant agrees that the Committee, as administrator of the Plan (and the Board, to the extent acting as administrator of the Plan pursuant to the terms of the Plan), shall have full and final authority to construe and interpret the Plan and this Agreement, and to make all other decisions and determinations as may be required under the terms of the Plan or this Agreement as they may deem necessary or advisable for the administration of the Plan or this Agreement, and that all such interpretations, decisions and determinations shall be final and binding on the Participant, the Company and all other interested persons.

11. Section 16 Compliance. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Plan, the Restricted Shares, and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

12. Participant Undertaking. The Participant agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Participant pursuant to the express provisions of this Agreement.

13. Code Section 409A; Compliance with Laws. If and to the extent Code Section 409A is deemed to apply to the Plan, the Award and/or the Restricted Shares, the Plan, the Award and/or the Restricted Shares are intended either to be exempt from Code Section 409A or to comply with Code Section 409A. Notwithstanding anything in the Plan or any award agreement, including this Agreement, to the contrary, the Participant shall be solely responsible for the tax consequences of awards under the Plan, including but not limited to this Award, and in no event shall the Company have any responsibility or liability if an award does not meet any applicable requirements of Code Section 409A. The Company does not represent or warrant that the Plan or any award (including but not limited to the Award granted hereunder) complies with any provision of federal, state, local or other tax law.

2017 Stock Incentive Plan

Restricted Stock Award Agreement (Performance-Based)

-5-

14. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed according to the laws of the State of South Carolina without regard to the principles of conflicts of laws, and in accordance with applicable federal laws of the United States.

15. Entire Agreement. The Plan and this Agreement (including any exhibit or schedule hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

16. Counterparts. 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 constitute one and the same instrument.

17. Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

[Signatures on Following Page]

2017 Stock Incentive Plan

Restricted Stock Award Agreement (Performance-Based)

-6-

IN WITNESS WHEREOF, World Acceptance Corporation has executed this Agreement in duplicate on the [ ] day of [ ].

WORLD ACCEPTANCE CORPORATION

BY:	_____________________________________________
PRINT NAME:
Its:	[Chief Executive Officer]

I acknowledge receipt of a copy of the Plan (either as an attachment hereto or that has been previously received by me) and that I have carefully read this Award Agreement and the Plan. I agree to be bound by all of the provisions set forth in this Award Agreement and the Plan.

BY:	_____________________________________________
PRINT NAME:

2017 Stock Incentive Plan    

Restricted Stock Award Agreement (Performance-Based)

RESTRICTED STOCK AWARD AGREEMENT
(PERFORMANCE-BASED)

SCHEDULE A

1. Grant Date:

2. Number of Shares Subject to Award: shares

The actual number of Shares, if any, subject to the Award that may be earned and vested shall be determined based upon the attainment of the Performance Goals during the Performance Period specified below, as determined by the Committee; provided, that except as otherwise provided in the Agreement, the earning and vesting of the Shares is subject to the continued employment or service of the Participant from the Grant Date until each applicable vesting dateand such other terms and conditions as may be imposed by the Plan and the Agreement, including but not limited to this Schedule A.

3. Performance Goals: The Performance Goals are based on the Company’s trailing earnings per share (“Trailing EPS”). Trailing EPS is the sum of the Company’s earnings per share (“EPS”) for the previous four calendar quarters. “EPS” shall mean the Company’s publicly reported EPS, adjusted for any change in the accounting literature, which would change the accounting for operating leases to capital leases. Trailing EPS shall be determined on a quarterly basis during the Performance Period, commencing with the calendar quarter ending []. A Trailing EPS Target will be considered achieved if, as of the last business day of the applicable calendar quarter, the sum of the Company’s EPS for the previous four calendar quarters equals or exceeds the specified Trailing EPS Target. The number of Shares that vest is cumulative. The Trailing EPS Targets are set forth in Section 4(b) below.

4. Performance Period:

a. Performance Period. The measurement period for the Performance Goals shall be the period beginning [] and ending [] (the “Performance Period”).

b. EPS Targets

If and to the extent that the EPS targets identified below are met during the Performance Period, that percentage of the Award identified below shall vest. EPS shall be measured at the end of each fiscal quarter, based upon a rolling twelve-month basis, as described in Section 3, above. If and to the extent that any or all of the EPS Targets for the Performance Period are not met as of the last day of the Performance Period, that portion of the Award and the underlying Shares shall be forfeited.

EPS Target	Percentage of Award Vested
$[]	[]%
$[]	[]%

5. Additional Terms:

a. Certification of Performance Goals; Committee Discretion. Except in the event of the occurrence of a Change in Control, the Committee shall, as soon as practicable following the last business day of each calendar quarter during the Performance Period commencing on or after [], determine and certify, based on the Company’s financial statements for the twelve-month period ending on the last business day of such calendar quarter, whether a Performance Goal has been attained. Such

2017 Stock Incentive Plan    

Restricted Stock Award Agreement (Performance-Based)

certification shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. The Committee has sole discretion to determine if and to the extent that any Shares have vested and been earned.

b. General Vesting Terms. Any of the Shares that do not vest as of the end of the Performance Period shall be forfeited as of the end of the Performance Period. Further, in the event of a termination of the Participant’s employment with the Company or any of its Related Entities for any reason other than the Participant’s death prior to the Vesting Date, all unvested Shares will be immediately forfeited, except as otherwise provided in the Agreement.

2017 Stock Incentive Plan

Executive Restricted Stock Unit Award Agreement

-2-

EX-10.5

WORLD ACCEPTANCE CORPORATION

STOCK OPTION AGREEMENT

World Acceptance Corporation, a South Carolina corporation (the “Company”), pursuant to its 2011Stock Option Plan, as it may be amended from time to time (the “Plan”), hereby grants to the optionee named below (“Participant”), an option to purchase the number of shares of Stock of the Company (the “Option Shares”) set forth below. The terms and conditions of the option are set forth below.

PARTICIPANT:	[ ]
TOTAL OPTION SHARES:	[ ]
EXERCISE PRICE PER SHARE:	$[ ]
GRANT DATE:	[ ]
VESTING COMMENCEMENT DATE:	[ ]
EXPIRATION DATE:	Ten (10) years after Grant Date (or earlier as provided herein)
TYPE OF OPTION:	Nonstatutory Stock Option
VESTING SCHEDULE:	See Schedule A

THIS AGREEMENT, effective as of the Grant Date above, represents the grant by the Company of an option to purchase the Option Shares to the Participant named above, pursuant to the provisions of the Plan and this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

1. Grant of Option. The Company hereby grants to Participant the right (hereinafter referred to as the “Option” or “Options”) to purchase up to the total number of Option Shares set forth above at the Exercise Price per share set forth above (the “Exercise Price”), subject to the terms and conditions set forth herein and in the Plan.

2. Term of Option. The term of the Option shall commence on the Grant Date set forth above and shall expire ten (10) years from the Grant Date (the “Option Expiration Date”). This Option may be exercised during such term only in accordance with the Plan and the terms of this Agreement.

3. Right to Exercise. Subject to the terms and conditions set forth in this Agreement, the Option shall become exercisable only as follows:

a. Except as otherwise provided herein, the Option shall vest and become exercisable, if at all, subject to such conditions as are set forth in the Plan and this Agreement and upon the attainment of the performance goals (if any) and/or satisfaction of the continuous service requirements set forth in Schedule A, which is attached hereto and expressly made a part of this Agreement. If the performance goals, if any, described in Schedule A are not met by the date(s) stated therein, the Option shall be forfeited and cancelled, and the Participant shall have no further rights with respect to the Option. If the performance goals, if any, established in Schedule A are met by the date(s) stated therein, the Option shall vest and become exercisable if and only as the service-based vesting requirements are

2011 Stock Option Plan    

Stock Option Agreement

met (subject to the terms of the Plan and this Agreement). The Committee shall have sole authority to determine whether the performance goals and continuous service requirements set forth in Schedule A have been satisfied and its determination in this regard shall be final and binding on all parties.

b. Notwithstanding any other provision of this Agreement or the Plan to the contrary (and unless otherwise required pursuant to Code Section 409A), the following provisions shall apply in the event of a Change in Control (as defined in the Plan):

i. To the extent that the successor surviving company in the Change in Control event does not assume or substitute the Option (or in which the Company is the ultimate parent corporation and does not continue the Option) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Committee) as the Option outstanding immediately prior to the Change in Control event, the Option shall become fully vested and exercisable, whether or not then otherwise vested and exercisable.

ii. Further, in the event the Option is substituted, assumed or continued as described in paragraph (b)(i) above, the Option will nonetheless become vested and exercisable in full, if the employment or service of the Participant is terminated within one year (or such other period after a Change in Control as may be stated in the Participant’s change in control, consulting or other similar agreement in effect on the effective date of the Plan, if applicable) after the effective date of a Change in Control if such termination of employment or service (A) is by the Company not for Cause (as defined below) or (B) is by the Participant for Good Reason (as defined below). For clarification, for purposes of this Section 3, the “Company” shall include any successor to the Company.

iii. Notwithstanding the foregoing, in the event that the Participant is a party to an employment agreement (to the extent applicable) with the Company and a Change in Control occurs, the Participant shall be entitled to the greater of the benefits provided herein or under the terms of such employment agreement.

c. For purposes of this Agreement, the following terms shall have the meanings ascribed to them below.

i. “Cause” means, unless the Committee determines otherwise, a Participant’s termination of employment or service resulting from the Participant’s (a) termination for “Cause” as defined under the Participant’s employment, change in control or other similar agreement with the Company or a Related Entity, if any, or (b) if the Participant has not entered into any such agreement (or, if any such agreement does not define “Cause”), then “Cause” shall mean termination of the Participant’s employment or service due to the Participant’s (i) gross misconduct or gross neglect in respect of his or her duties for the Company or Related Entity; (ii) conviction of (or plea of nolo contendere to) a felony, or of a misdemeanor where active imprisonment is imposed; (iii) knowing and intentional failure to comply with applicable laws with respect to the execution of the business operations of the Company or a Related Entity; (iv) falsification of records or engaging in theft, fraud, embezzlement, dishonesty or other conduct that has resulted or is likely to result in material damage to the Company’s or any of its Related Entities’ business or reputation; (v) failure to comply with reasonable written directives of the Chief Executive Officer or the Board; (vi) the willful and material violation of the policies of the Company or a Related Entity, including its Code of Ethics; and/or (vii) the willful failure to reasonably cooperate with any investigation authorized by the Board, which failure would reasonably be expected to have a material adverse effect on the Company or a Related Entity.

ii. “Good Reason” means, unless the Committee determines otherwise, in the context of a Change in Control, (a) “Good Reason” as defined under the Participant’s employment, change in control or other similar agreement with the Company or a Related Entity, if any,

2011 Stock Option Plan    

Stock Option Agreement

-2-

or (b) if the Participant has not entered into any such agreement (or, if any such agreement does not define “Good Reason”) then, (i) “Good Reason,” with regard to employees, shall mean any of the following conditions that arises without the consent of the Participant: (A) a material diminution of the Participant’s base salary; (B) a material diminution in the Participant’s authority, duties or responsibilities; and/or (C) requiring the Participant to relocate his or her principal place of employment more than fifty (50) miles from the current location at which he or she is primarily stationed; and (ii) “Good Reason,” with regard to directors, shall mean the Participant’s ceasing to serve as a director, or, if the Company is not the surviving company in a Change in Control event, a member of the board of directors of the surviving entity, in either case, due to the Participant’s failure to be nominated to serve as a director of such entity or the Participant’s failure to be elected to serve as a director of such entity, but not due to the Participant’s decision not to continue service on the Board or the board of directors of the surviving entity, as the case may be. The determination of “Good Reason” shall be made by the Committee and its determination shall be final and conclusive.

d. In the event of the death of Participant during the term of this Option and while employed by or in service to the Company or any Related Entity, as applicable, all unexercised options which have vested as of the date of termination of employment with or service to the Company may be exercised within one year following the date of death (but in no event later than the Option Expiration Date), by Participant’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance. To the extent that Participant’s estate, heir or devisee does not exercise the Option within the time period specified herein, this Option shall terminate.

e. Except as otherwise provided in this Agreement, this Option shall terminate immediately upon the Participant’s termination of employment with or service to the Company or any Related Entity to the extent that it is then unvested and shall be exercisable after the Participant’s termination of employment or service to the extent it is then exercisable only during the applicable time period determined in accordance with this Section and thereafter shall terminate:

i. Disability. In the event the Participant’s employment or service terminates on account of the Participant becoming permanently or totally disabled (within the meaning of Code Section 22(e)(3)), the Participant or his or her personal representative may exercise the then unexercised and exercisable portion of the Option within one year following the date on which the Participant’s employment or service terminated, but in no event later than the Option Expiration Date.

ii. Retirement. If the Participant’s employment or service terminates on account of the Participant’s Retirement (as defined below), the Participant may exercise the then unexercised and exercisable portion of the Option within one year following the date on which the Participant’s employment or service terminated, but in no event later than the Option Expiration Date. Notwithstanding the foregoing, if the Participant’s employment or service terminates on account of the Participant’s Retirement after the Participant has reached his or her 55^th birthday and has attained at least 10 years of service with the Company or any Related Entity, the Participant may exercise the then unexercised and exercisable portion of the Option at any time prior to the Option Expiration Date. As used herein, “Retirement” shall, except as may be otherwise determined by the Committee (taking into account any Code Section 409A considerations if applicable), as applied to Participant, have the meaning given in an employment agreement, change in control plan or agreement or other similar plan or agreement, if any, to which the Participant is a party, or, if there is no such plan or agreement (or if such plan or agreement does not define “Retirement”), then “Retirement” shall, unless the Committee determines otherwise, mean retirement at a time when the Participant’s age plus years of service to the Company or a Related Entity equals or exceeds 65, provided, however, that the Participant has completed a minimum service period of ten years. With respect to non-employee directors, “Retirement” shall have the m

2011 Stock Option Plan    

Stock Option Agreement

-3-

eaning given in any retirement policy for non-employee directors of the Company, or as otherwise determined by the Committee. The Committee shall have the authority to determine if a Retirement has occurred.

iii. Termination for Cause. Upon a termination of employment or service for Cause, the Option shall terminate immediately upon such termination of employment or service and no longer be exercisable.

iv. Other Termination of Service. If the Participant’s employment or service terminates for any reason, except death, disability, Cause, or Retirement, the Participant may exercise the then unexercised and exercisable portion of the Option within three (3) months following the date on which the Participant’s employment or service terminated, but in no event later than the Option Expiration Date. Notwithstanding the foregoing, in the event that the Participant is a party to an employment agreement (to the extent applicable) with the Company and a termination of employment by the Company without Cause or by the Participant for Good Reason occurs, the Participant shall be entitled to the greater of the benefits provided herein or under the terms of such employment agreement.

f. A Participant shall not be entitled to exercise an Option for a fractional number of Option Shares.

g. To the extent that Participant does not exercise this Option within the time specified herein, this Option shall terminate.

4. Method of Exercise.

a. Subject to this Section and the Plan, the Participant may exercise any or all of the then exercisable Options by (i) giving written notice of exercise to the Human Resources Department or to the Chief Financial Officer of the Company or to such transfer agent as the Company shall designate or such other manner and pursuant to procedures the Committee may determine and (ii) paying the Company in full the aggregate Exercise Price as to all Option Shares being acquired, together with any applicable tax withholding. Payment of the aggregate Exercise Price shall be made in accordance with the provisions of Section 5.

b. The Option shall also be deemed to be exercised upon receipt by the Company of notification of the sale of stock acquired as the result of exercise of the Option from a third-party broker or selling agent (the “Broker Notice”) accompanied by the aggregate Exercise Price, together with any applicable tax withholding. As soon as practicable upon the Company’s receipt of a Broker Notice and payment, the Company shall direct the due issuance of the Option Shares so purchased.

c. As a further condition precedent to the exercise of this Option in whole or in part, Participant shall comply with all applicable laws, regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the shares of Stock (“Applicable Laws”) and in connection therewith shall execute any documents which the Board or Committee shall in its sole discretion deem necessary or advisable.

5. Method of Payment. The aggregate Exercise Price shall be paid at the time of exercise at the Participant’s election: (a) in cash or cash equivalent and, except where prohibited by the Committee or Applicable Laws (and subject to such terms and conditions as may be established by the Committee), payment may also be made: (b) by tendering, by either actual delivery of shares or by attestation, shares of Stock acceptable to the Committee, (c) by irrevocably authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise; (d) by such other payment methods as may be approved by the Committee and which are acceptable under Applicable Law; or (e) in any combination of the foregoing payment methods, as determined by the Committee. Shares delivered in payment

2011 Stock Option Plan    

Stock Option Agreement

-4-

on the exercise of an Option shall be valued at their Fair Market Value on the day of exercise, as determined by the Committee or its designee.

6. Restrictions on Exercise. This Option may not be exercised if the issuance of Option Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Laws. The Company will be relieved of any liability with respect to any delayed issuance of Option Shares or its failure to issue Option Shares if such delay or failure is necessary to comply with Applicable Laws.

7. Rights as Shareholder. Until the issuance of the Option Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder exists with respect to the Option Shares, notwithstanding the exercise of the Option. The Option Shares will be issued to the Participant as soon as practicable after the Option is exercised in accordance with this Agreement. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance.

8. Tax Withholding. The Company’s obligation to deliver Option Shares under this Agreement shall be subject to the remittance to the Company by the Participant of the statutory withholding for federal, state, and local taxes, domestic or foreign, including payroll taxes. The amount of any such withholding shall be determined by the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Option Shares if withholding amounts are not delivered at the time of exercise. The Participant may satisfy any such tax withholding obligation by any or a combination of the following means: (a) cash payment; (b) authorizing the Company to withhold from the Option Shares otherwise issuable to the Participant upon exercise of the Option the number of Option Shares having a Fair Market Value as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Committee in a manner in accordance with Applicable Law and applicable accounting principles) the withholding tax obligation; or (c) delivering to the Company unencumbered shares of Stock owned by the Participant having a Fair Market Value as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Committee in a manner in accordance with Applicable Law and applicable accounting principles), the amount of such obligations being satisfied; provided, however, that with respect to clauses (b) and (c) above, the Committee in its sole discretion may disapprove such payment and require that such taxes be paid in cash. The Participant shall remain responsible at all times for paying any federal, state, foreign and/or local income or employment tax due with respect to the Option Shares, and neither the Company nor any Related Entity shall be liable for any interest or penalty that the Participant incurs by failing to make timely payments of tax or otherwise.

9. Nontransferability. The Participant shall not have the right to sell, transfer, pledge, assign or otherwise alienate or hypothecate this Option or any interest therein in any manner whatsoever, other than by will or by the laws of descent and distribution. This Option may be exercised, during the lifetime of Participant, only by Participant, or in the event of Participant’s legal incapacity, by Participant’s guardian or legal representative acting on behalf of Participant in a fiduciary capacity under state law and court supervision. The terms of the Plan and this Agreement are binding upon the executors, administrators, heirs, successors and assigns of the Participant.

10. Adjustment Upon Change in Capitalization; Dissolution or Liquidation.

a. In the event of a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, reverse stock split, extraordinary cash dividend, recapitalization, rights offering, reorganization, merger, consolidation, split-up, spin-off, sale of assets or subsidiaries, liquidation, combination, exchange or reclassification of shares), the Committee shall adjust the Option Shares to prevent undue dilution or enlargement of the Options. In such an event, actions by the Committee may include adjustment of the number and kind of shares subject to the Option, adjustment of the Exercise Price and any other adjustments, subject to Plan terms, that the Committee determines to be equitable. Such adjustments may include, without limitation, (i) replacement of the Option with other Awards which the Committee determines have comparable value and which are based on stock of a company resulting from the transactions and (ii) cancellation of the Option in

2011 Stock Option Plan    

Stock Option Agreement

-5-

return for cash payment of the current value of the Option Shares, determined as though the Option is fully vested at the time of payment, provided that the amount of such payment may be the excess (if any) of the value of the shares of Stock subject to the Option at the time of the transaction over the Exercise Price.

b. The grant of the Option under this Agreement shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure or its business, or any merger or consolidation of the Company, or to issue bonds, debentures, preferred or other preference stock ahead of or affecting Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business.

c. Except upon a Change in Control, to the extent provided in the Plan, upon the effective date of the dissolution or liquidation of the Company, the Option granted under this Agreement shall terminate.

11. Employment/Service. Nothing in the Plan or in this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Related Entity, or interfere in any way with the right to terminate the Participant’s employment or service at any time.

12. Forfeiture; Recoupment; Compliance with Ownership and Other Company Policies. The Participant agrees that the Option Shares will be subject to any applicable clawback, recoupment or repayment policies, equity retention policies, stock ownership guidelines and/or other policies that may be implemented by the Company or a Related Entity from time to time to the extent applicable to the Participant.

a. Notwithstanding any other provision of this Agreement, if, at any time during the employment or service of the Participant or at any time following termination of employment or service for any reason (regardless of whether such termination was by the Company or the Participant, and whether voluntary or involuntary), the Participant engages in a Prohibited Activity (as defined herein), then, unless the Committee determines otherwise, and in addition to any other remedy available to the Company (on a non-exclusive basis): (i) the Option shall immediately be terminated and forfeited in its entirety; (ii) any shares of Stock acquired upon exercise of the Option shall immediately be forfeited and returned to the Company (without the payment by the Company of any consideration for such shares), and the Participant shall cease to have any rights related thereto and shall cease to be recognized as the legal owner of such shares; and (iii) any Award-Equivalent Value (as defined in the Plan) shall be paid to the Company within 10 business days of the Company’s request to the Participant therefor. Further, to the extent that the Participant receives any amount in excess of the amount that the Participant should otherwise have received under the terms of this Agreement for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company. The Participant agrees that the Option, any shares of Stock acquired upon exercise of the Option and any other benefits related to the Option (i) shall be subject to any applicable forfeiture, clawback, recoupment or repayment policies, equity retention policies, stock ownership guidelines and/or other policies that may be implemented by the Company or a Related Entity from time to time to the extent applicable to the Participant, and (ii) shall be subject to any clawback, forfeiture, recoupment or similar provisions that may apply under applicable laws, rules or regulations.

b. For purposes of this Agreement, a “Prohibited Activity” shall mean any of the following: (i) the Participant’s violation of any noncompetition, nonsolicitation or confidentiality restrictions or other restrictive covenants applicable to the Participant; (ii) the Participant’s material violation of any of the Company’s policies, as determined by the Committee in its discretion; (iii) the Participant’s violation of any federal, state or other law, rule or regulation which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; (iv) the Participant’s disclosure or other misuse of any confidential information or material concerning the Company or a Related Entity (except as otherwise required

2011 Stock Option Plan    

Stock Option Agreement

-6-

by law or as agreed to by the parties herein); (v) the Participant’s falsification of Company records or engaging in theft, fraud, embezzlement or other criminal conduct which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; (vi) the Participant’s indictment, conviction or entering of a plea of any type (including, but not limited to, a plea of nolo contendere) for a crime constituting a felony or a misdemeanor involving moral turpitude, which involves or relates in any way to the Participant’s actions or omissions during the employment or service of the Participant and/or to events affecting the Company (and/or a Related Entity) that occur during the employment or service of the Participant; (vii) any illicit or unauthorized act or omission which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; or (viii) the Participant’s failure to reasonably cooperate with any litigation or investigation affecting the Company and/or a Related Entity. For the avoidance of doubt, in each and every instance the Committee shall have sole and absolute discretion to determine if a Prohibited Activity has occurred.

13. Notices. Except as otherwise provided in the Plan or determined by the Committee, any written notice required or permitted under this Agreement shall be deemed given when delivered personally or electronically, as appropriate, either to the Participant or to the Human Resources Department or Chief Financial Officer of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed as appropriate either to the Participant at the then current address as maintained by the Company or such other address as the Participant may advise the Company in writing, or to the Attention: Human Resources Department or Chief Financial Officer, World Acceptance Corporation, at its headquarters office or such other address as the Company may designate in writing to the Participant.

14. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

15. Plan Provisions. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.

16. Acknowledgement of Authority. As a condition of receiving this Option, the Participant agrees that the Committee, as administrator of the Plan (and the Board, to the extent acting as administrator of the Plan pursuant to the terms of the Plan), shall have full and final authority to construe and interpret the Plan and this Agreement, and to make all other decisions and determinations as may be required under the terms of the Plan or this Agreement as they may deem necessary or advisable for the administration of the Plan or this Agreement, and that all such interpretations, decisions and determinations shall be final and binding on the Participant, the Company and all other interested persons.

17. Section 16 Compliance. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, the Plan, the Option Shares, and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

18. Participant Undertaking. The Participant agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Participant pursuant to the express provisions of this Agreement.

19. Code Section 409A. If and to the extent Code Section 409A is deemed to apply to the Plan and/or the Options, the Plan or the Options are intended either to be exempt from Code Section 409A or to comply with Code

2011 Stock Option Plan    

Stock Option Agreement

-7-

Section 409A. Notwithstanding anything in the Plan or any award agreement, including this Agreement, to the contrary, the Participant shall be solely responsible for the tax consequences of awards under the Plan, including but not limited to this Option, and in no event shall the Company have any responsibility or liability if an award does not meet any applicable requirements of Code Section 409A. The Company does not represent or warrant that the Plan or any award (including but not limited to the Options granted hereunder) complies with any provision of federal, state, local or other tax law.

20. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed according to the laws of the State of South Carolina without regard to the principles of conflicts of laws, and in accordance with applicable federal laws of the United States.

21. Entire Agreement. The Plan and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

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

23. Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

[Signatures on Following Page]

2011 Stock Option Plan    

Stock Option Agreement

-8-

IN WITNESS WHEREOF, World Acceptance Corporation has executed this Agreement in duplicate on the _____ day of _______________.

WORLD ACCEPTANCE CORPORATION

BY:
PRINT NAME:	R. Chad Prashad
Its:	Chief Executive Officer

I acknowledge receipt of a copy of the Plan (either as an attachment hereto or that has been previously received by me) and that I have carefully read this Agreement and the Plan. I agree to be bound by all of the provisions set forth in this Agreement and the Plan.

SIGNATURE:

PRINT NAME:

2011 Stock Option Plan    

Stock Option Agreement

STOCK OPTION AGREEMENT

SCHEDULE A FOR NON-EMPLOYEE DIRECTORS

1. Grant Date:

2. Vesting Schedule:

[ ] Option Shares on or after ______________;

[ ] Option Shares on or after ______________;

[ ] Option Shares on or after ______________;

[ ] Option Shares on or after ______________;

[ ] Option Shares on or after ______________; and

[ ] Option Shares on or after ______________;

provided that, in each case, the Participant remains in the continuous employ of or service to the Company or any Related Entity from the Grant Date until each respective vesting date, except as otherwise provided in the Agreement and subject to such other terms and conditions as may be imposed by the Plan and the Agreement.

2011 Stock Option Plan    

Stock Option Agreement

STOCK OPTION AGREEMENT

SCHEDULE A FOR EMPLOYEES

1. Grant Date:

2. Number of Option Shares: shares

The actual number of Option Shares, if any, subject to the Option that may vest and become exercisable shall be determined based upon (a) the attainment of the Performance Goals, if any, during the Performance Period specified below, as determined by the Committee, and (b) except as otherwise provided in the Agreement, the continued employment or service of the Participant from the Grant Date until each applicable vesting date, and such other terms and conditions as may be imposed by the Plan and the Agreement, including but not limited to this Schedule A.

3. Performance Goals: The Performance Goals are based on the Company’s trailing earnings per share (“Trailing EPS”). Trailing EPS is the sum of the Company’s earnings per share (“EPS”) for the previous four calendar quarters. “EPS” shall mean the Company’s publicly reported EPS, adjusted for any change in the accounting literature, which would change the accounting for operating leases to capital leases. Trailing EPS shall be determined on a quarterly basis during the Performance Period, commencing with the calendar quarter ending []. A Trailing EPS Target will be considered achieved if, as of the last business day of the applicable calendar quarter, the sum of the Company’s EPS for the previous four calendar quarters equals or exceeds the specified Trailing EPS Target. The Trailing EPS Target is set forth in Section 4(b) below.

4. Performance Period; Certification:

a. Performance Period. The measurement period for the Performance Goal shall be the period beginning [] and ending [] (the “Performance Period”).

b. EPS Targets. If and to the extent that the EPS target of $[] is met during the Performance Period, then []% of the Option shall vest. EPS shall be measured at the end of each fiscal quarter, based upon a rolling twelve-month basis, as described in Section 3, above. If and to the extent that the EPS Target is not met as of the last day of the Performance Period, the Option and the underlying Shares shall be forfeited in full.

c. Certification of Performance Goal; Committee Discretion. Except in the event of the occurrence of a Change in Control, the Committee shall, as soon as practicable following the last business day of each calendar quarter during the Performance Period commencing on or after [], determine and certify, based on the Company’s financial statements for the twelve-month period ending on the last business day of such calendar quarter, whether the Performance Goal has been attained. Such certification shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. The Committee has sole discretion to determine if and to the extent that any Option Shares have vested and become exercisable.

5. General Vesting Terms. Any of the Option Shares that do not vest as of the end of the Performance Period shall be forfeited as of the end of the Performance Period. Further, in the event of a termination of the Participant’s employment with the Company or any of its Related Entities for any reason prior to a vesting date, all unvested Option Shares will be immediately forfeited, except as otherwise provided in the Agreement. The Committee shall have sole authority to determine whether the Performance Goals and service requirements have been satisfied and its determination in this regard shall be final and binding on all parties.

2011 Stock Option Plan

Stock Option Agreement

-2-

EX-10.6

WORLD ACCEPTANCE CORPORATION

STOCK OPTION AGREEMENT

World Acceptance Corporation, a South Carolina corporation (the “Company”), pursuant to its 2017Stock Incentive Plan, as it may be amended from time to time (the “Plan”), hereby grants to the optionee named below (“Participant”), an option to purchase the number of shares of Stock of the Company (the “Option Shares”) set forth below. The terms and conditions of the option are set forth below.

PARTICIPANT:	[ ]
TOTAL OPTION SHARES:	[ ]
EXERCISE PRICE PER SHARE:	$[ ]
GRANT DATE:	[ ]
VESTING COMMENCEMENT DATE:	[ ]
EXPIRATION DATE:	Ten (10) years after Grant Date (or earlier as provided herein)
TYPE OF OPTION:	Nonstatutory Stock Option
VESTING SCHEDULE:	See Schedule A

THIS AGREEMENT, effective as of the Grant Date above, represents the grant by the Company of an option to purchase the Option Shares to the Participant named above, pursuant to the provisions of the Plan and this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

1. Grant of Option. The Company hereby grants to Participant the right (hereinafter referred to as the “Option” or “Options”) to purchase up to the total number of Option Shares set forth above at the Exercise Price per share set forth above (the “Exercise Price”), subject to the terms and conditions set forth herein and in the Plan.

2. Term of Option. The term of the Option shall commence on the Grant Date set forth above and shall expire ten (10) years from the Grant Date (the “Option Expiration Date”). This Option may be exercised during such term only in accordance with the Plan and the terms of this Agreement.

3. Right to Exercise. Subject to the terms and conditions set forth in this Agreement, the Option shall become exercisable only as follows:

a. Except as otherwise provided herein, the Option shall vest and become exercisable, if at all, subject to such conditions as are set forth in the Plan and this Agreement and upon the attainment of the performance goals (if any) and/or satisfaction of the continuous service requirements set forth in Schedule A, which is attached hereto and expressly made a part of this Agreement. If the performance goals, if any, described in Schedule A are not met by the date(s) stated therein, the Option shall be forfeited and cancelled, and the Participant shall have no further rights with respect to the Option. If the performance goals, if any, established in Schedule A are met by the date(s) stated therein, the Option shall vest and become exercisable if and only as the service-based vesting requirements are

2017 Stock Incentive Plan    

Stock Option Agreement

met (subject to the terms of the Plan and this Agreement). The Committee shall have sole authority to determine whether the performance goals and continuous service requirements set forth in Schedule A have been satisfied and its determination in this regard shall be final and binding on all parties.

b. Notwithstanding any other provision of this Agreement or the Plan to the contrary (and unless otherwise required pursuant to Code Section 409A), the following provisions shall apply in the event of a Change in Control (as defined in the Plan):

i. To the extent that the successor surviving company in the Change in Control event does not assume or substitute the Option (or in which the Company is the ultimate parent corporation and does not continue the Option) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Committee) as the Option outstanding immediately prior to the Change in Control event, the Option shall become fully vested and exercisable, whether or not then otherwise vested and exercisable.

ii. Further, in the event the Option is substituted, assumed or continued as described in paragraph (b)(i) above, the Option will nonetheless become vested and exercisable in full, if the employment or service of the Participant is terminated within one year (or such other period after a Change in Control as may be stated in the Participant’s change in control, consulting or other similar agreement in effect on the Plan Effective Date, if applicable) after the effective date of a Change in Control if such termination of employment or service (A) is by the Company not for Cause (as defined in the Plan) or (B) is by the Participant for Good Reason (as defined in the Plan). For clarification, for purposes of this Section 3, the “Company” shall include any successor to the Company.

iii. Notwithstanding the foregoing, in the event that the Participant is a party to an employment agreement with the Company that was entered into prior to the Plan Effective Date and a Change in Control occurs, the Participant shall be entitled to the greater of the benefits provided herein or under the terms of such employment agreement.

c. In the event of the death of Participant during the term of this Option and while employed by or in service to the Company or any Related Entity, as applicable, all unexercised options which have vested as of the date of termination of employment with or service to the Company may be exercised within one year following the date of death (but in no event later than the Option Expiration Date), by Participant’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance. To the extent that Participant’s estate, heir or devisee does not exercise the Option within the time period specified herein, this Option shall terminate.

d. Except as otherwise provided in this Agreement, this Option shall terminate immediately upon the Participant’s termination of employment with or service to the Company or any Related Entity to the extent that it is then unvested and shall be exercisable after the Participant’s termination of employment or service to the extent it is then exercisable only during the applicable time period determined in accordance with this Section and thereafter shall terminate:

i. Disability. In the event the Participant’s employment or service terminates on account of the Participant becoming permanently or totally disabled (within the meaning of Code Section 22(e)(3)), the Participant or his or her personal representative may exercise the then unexercised and exercisable portion of the Option within one year following the date on which the Participant’s employment or service terminated, but in no event later than the Option Expiration Date.

ii. Retirement. If the Participant’s employment or service terminates on account of the Participant’s Retirement (as defined in the Plan), the Participant may exercise the then unexercised and exercisable portion of the Option within one year following the date on w

2017 Stock Incentive Plan    

Stock Option Agreement

-2-

hich the Participant’s employment or service terminated, but in no event later than the Option Expiration Date. Notwithstanding the foregoing, if the Participant’s employment or service terminates on account of the Participant’s Retirement after the Participant has reached his or her 55^th birthday and has attained at least 10 years of service with the Company or any Related Entity, the Participant may exercise the then unexercised and exercisable portion of the Option at any time prior to the Option Expiration Date. With respect to non-employee directors, “Retirement” shall have the meaning given in any retirement policy for non-employee directors of the Company, or as otherwise determined by the Committee. The Committee shall have the authority to determine if a Retirement has occurred.

iii. Termination for Cause. Upon a termination of employment or service for Cause, the Option shall terminate immediately upon such termination of employment or service and no longer be exercisable.

iv. Other Termination of Service. If the Participant’s employment or service terminates for any reason, except death, disability, Cause, or Retirement, the Participant may exercise the then unexercised and exercisable portion of the Option within three (3) months following the date on which the Participant’s employment or service terminated, but in no event later than the Option Expiration Date. Notwithstanding the foregoing, in the event that the Participant is a party to an employment agreement (to the extent applicable) with the Company and a termination of employment by the Company without Cause or by the Participant for Good Reason occurs, the Participant shall be entitled to the greater of the benefits provided herein or under the terms of such employment agreement.

e. A Participant shall not be entitled to exercise an Option for a fractional number of Option Shares.

f. To the extent that Participant does not exercise this Option within the time specified herein, this Option shall terminate.

4. Method of Exercise.

a. Subject to this Section and the Plan, the Participant may exercise any or all of the then exercisable Options by (i) giving written notice of exercise to the Human Resources Department or to the Chief Financial Officer of the Company or to such transfer agent as the Company shall designate or such other manner and pursuant to procedures the Committee may determine and (ii) paying the Company in full the aggregate Exercise Price as to all Option Shares being acquired, together with any applicable tax withholding. Payment of the aggregate Exercise Price shall be made in accordance with the provisions of Section 5.

b. The Option shall also be deemed to be exercised upon receipt by the Company of notification of the sale of stock acquired as the result of exercise of the Option from a third-party broker or selling agent (the “Broker Notice”) accompanied by the aggregate Exercise Price, together with any applicable tax withholding. As soon as practicable upon the Company’s receipt of a Broker Notice and payment, the Company shall direct the due issuance of the Option Shares so purchased.

c. As a further condition precedent to the exercise of this Option in whole or in part, Participant shall comply with all applicable laws, regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the shares of Stock (“Applicable Laws”) and in connection therewith shall execute any documents which the Board or Committee shall in its sole discretion deem necessary or advisable.

5. Method of Payment. The aggregate Exercise Price shall be paid at the time of exercise at the Participant’s election: (a) in cash or cash equivalent and, except where prohibited by the Committee or Applicable Laws (and subject to such terms and conditions as may be established by the Committee), payment may also be

2017 Stock Incentive Plan    

Stock Option Agreement

-3-

made: (b) by tendering, by either actual delivery of shares or by attestation, shares of Stock acceptable to the Committee, (c) by irrevocably authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise; (d) by shares of Stock withheld upon exercise; (e) by such other payment methods as may be approved by the Committee and which are acceptable under Applicable Law; or (f) in any combination of the foregoing payment methods, as determined by the Committee. Shares delivered or withheld in payment on the exercise of an Option shall be valued at their Fair Market Value on the day of exercise, as determined by the Committee or its designee.

6. Restrictions on Exercise. This Option may not be exercised if the issuance of Option Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Laws. The Company will be relieved of any liability with respect to any delayed issuance of Option Shares or its failure to issue Option Shares if such delay or failure is necessary to comply with Applicable Laws.

7. Rights as Shareholder. Until the issuance of the Option Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder exists with respect to the Option Shares, notwithstanding the exercise of the Option. The Option Shares will be issued to the Participant as soon as practicable after the Option is exercised in accordance with this Agreement. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance.

8. Tax Withholding. The Company’s obligation to deliver Option Shares under this Agreement shall be subject to the remittance to the Company by the Participant of the statutory withholding for federal, state, and local taxes, domestic or foreign, including payroll taxes. The amount of any such withholding shall be determined by the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Option Shares if withholding amounts are not delivered at the time of exercise. The Participant may satisfy any such tax withholding obligation by any or a combination of the following means: (a) cash payment; (b) authorizing the Company to withhold from the Option Shares otherwise issuable to the Participant upon exercise of the Option the number of Option Shares having a Fair Market Value as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Committee in a manner in accordance with Applicable Law and applicable accounting principles) the withholding tax obligation; or (c) delivering to the Company unencumbered shares of Stock owned by the Participant having a Fair Market Value as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Committee in a manner in accordance with Applicable Law and applicable accounting principles), the amount of such obligations being satisfied; provided, however, that with respect to clauses (b) and (c) above, the Committee in its sole discretion may disapprove such payment and require that such taxes be paid in cash. The Participant shall remain responsible at all times for paying any federal, state, foreign and/or local income or employment tax due with respect to the Option Shares, and neither the Company nor any Related Entity shall be liable for any interest or penalty that the Participant incurs by failing to make timely payments of tax or otherwise.

9. Nontransferability. The Participant shall not have the right to sell, transfer, pledge, assign or otherwise alienate or hypothecate this Option or any interest therein in any manner whatsoever, other than by will or by the laws of descent and distribution. This Option may be exercised, during the lifetime of Participant, only by Participant, or in the event of Participant’s legal incapacity, by Participant’s guardian or legal representative acting on behalf of Participant in a fiduciary capacity under state law and court supervision. The terms of the Plan and this Agreement are binding upon the executors, administrators, heirs, successors and assigns of the Participant.

10. Adjustment Upon Change in Capitalization; Dissolution or Liquidation.

a. In the event of a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, reverse stock split, extraordinary cash dividend, recapitalization, rights offering, reorganization, merger, consolidation, split-up, spin-off, sale of assets or subsidiaries, liquidation, combination, exchange or reclassification of shares), the Committee shall adjust the

2017 Stock Incentive Plan    

Stock Option Agreement

-4-

Option Shares to prevent undue dilution or enlargement of the Options. In such an event, actions by the Committee may include adjustment of the number and kind of shares subject to the Option, adjustment of the Exercise Price and any other adjustments, subject to Plan terms, that the Committee determines to be equitable. Such adjustments may include, without limitation, (i) replacement of the Option with other Awards which the Committee determines have comparable value and which are based on stock of a company resulting from the transactions and (ii) cancellation of the Option in return for cash payment of the current value of the Option Shares, determined as though the Option is fully vested at the time of payment, provided that the amount of such payment may be the excess (if any) of the value of the shares of Stock subject to the Option at the time of the transaction over the Exercise Price.

b. The grant of the Option under this Agreement shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure or its business, or any merger or consolidation of the Company, or to issue bonds, debentures, preferred or other preference stock ahead of or affecting Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business.

c. Except upon a Change in Control, to the extent provided in the Plan, upon the effective date of the dissolution or liquidation of the Company, the Option granted under this Agreement shall terminate.

11. Employment/Service. Nothing in the Plan or in this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Related Entity, or interfere in any way with the right to terminate the Participant’s employment or service at any time.

12. Forfeiture; Recoupment; Compliance with Ownership and Other Company Policies. The Participant agrees that the Option Shares will be subject to any applicable clawback, recoupment or repayment policies, equity retention policies, stock ownership guidelines and/or other policies that may be implemented by the Company or a Related Entity from time to time to the extent applicable to the Participant.

a. Notwithstanding any other provision of this Agreement, if, at any time during the employment or service of the Participant or at any time following termination of employment or service for any reason (regardless of whether such termination was by the Company or the Participant, and whether voluntary or involuntary), the Participant engages in a Prohibited Activity (as defined herein), then, unless the Committee determines otherwise, and in addition to any other remedy available to the Company (on a non-exclusive basis): (i) the Option shall immediately be terminated and forfeited in its entirety; (ii) any shares of Stock acquired upon exercise of the Option shall immediately be forfeited and returned to the Company (without the payment by the Company of any consideration for such shares), and the Participant shall cease to have any rights related thereto and shall cease to be recognized as the legal owner of such shares; and (iii) any Award-Equivalent Value (as defined in the Plan) shall be paid to the Company within 10 business days of the Company’s request to the Participant therefor. Further, to the extent that the Participant receives any amount in excess of the amount that the Participant should otherwise have received under the terms of this Agreement for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company. The Participant agrees that the Option, any shares of Stock acquired upon exercise of the Option and any other benefits related to the Option (i) shall be subject to any applicable forfeiture, clawback, recoupment or repayment policies, equity retention policies, stock ownership guidelines and/or other policies that may be implemented by the Company or a Related Entity from time to time to the extent applicable to the Participant, and (ii) shall be subject to any clawback, forfeiture, recoupment or similar provisions that may apply under applicable laws, rules or regulations.

b. For purposes of this Agreement, a “Prohibited Activity” shall mean any of the following: (i) the Participant’s violation of any noncompetition, nonsolicitation or confidentiality restrictions or other

2017 Stock Incentive Plan    

Stock Option Agreement

-5-

restrictive covenants applicable to the Participant; (ii) the Participant’s material violation of any of the Company’s policies, as determined by the Committee in its discretion; (iii) the Participant’s violation of any federal, state or other law, rule or regulation which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; (iv) the Participant’s disclosure or other misuse of any confidential information or material concerning the Company or a Related Entity (except as otherwise required by law or as agreed to by the parties herein); (v) the Participant’s falsification of Company records or engaging in theft, fraud, embezzlement or other criminal conduct which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; (vi) the Participant’s indictment, conviction or entering of a plea of any type (including, but not limited to, a plea of nolo contendere) for a crime constituting a felony or a misdemeanor involving moral turpitude, which involves or relates in any way to the Participant’s actions or omissions during the employment or service of the Participant and/or to events affecting the Company (and/or a Related Entity) that occur during the employment or service of the Participant; (vii) any illicit or unauthorized act or omission which is detrimental to the business, reputation, character or standing of the Company and/or a Related Entity, as determined by the Committee in its discretion; or (viii) the Participant’s failure to reasonably cooperate with any litigation or investigation affecting the Company and/or a Related Entity. For the avoidance of doubt, in each and every instance the Committee shall have sole and absolute discretion to determine if a Prohibited Activity has occurred.

13. Notices. Except as otherwise provided in the Plan or determined by the Committee, any written notice required or permitted under this Agreement shall be deemed given when delivered personally or electronically, as appropriate, either to the Participant or to the Human Resources Department or Chief Financial Officer of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed as appropriate either to the Participant at the then current address as maintained by the Company or such other address as the Participant may advise the Company in writing, or to the Attention: Human Resources Department or Chief Financial Officer, World Acceptance Corporation, at its headquarters office or such other address as the Company may designate in writing to the Participant.

14. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

15. Plan Provisions. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.

16. Acknowledgement of Authority. As a condition of receiving this Option, the Participant agrees that the Committee, as administrator of the Plan (and the Board, to the extent acting as administrator of the Plan pursuant to the terms of the Plan), shall have full and final authority to construe and interpret the Plan and this Agreement, and to make all other decisions and determinations as may be required under the terms of the Plan or this Agreement as they may deem necessary or advisable for the administration of the Plan or this Agreement, and that all such interpretations, decisions and determinations shall be final and binding on the Participant, the Company and all other interested persons.

17. Section 16 Compliance. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, the Plan, the Option Shares, and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

2017 Stock Incentive Plan    

Stock Option Agreement

-6-

18. Participant Undertaking. The Participant agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Participant pursuant to the express provisions of this Agreement.

19. Code Section 409A. If and to the extent Code Section 409A is deemed to apply to the Plan and/or the Options, the Plan or the Options are intended either to be exempt from Code Section 409A or to comply with Code Section 409A. Notwithstanding anything in the Plan or any award agreement, including this Agreement, to the contrary, the Participant shall be solely responsible for the tax consequences of awards under the Plan, including but not limited to this Option, and in no event shall the Company have any responsibility or liability if an award does not meet any applicable requirements of Code Section 409A. The Company does not represent or warrant that the Plan or any award (including but not limited to the Options granted hereunder) complies with any provision of federal, state, local or other tax law.

20. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed according to the laws of the State of South Carolina without regard to the principles of conflicts of laws, and in accordance with applicable federal laws of the United States.

21. Entire Agreement. The Plan and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

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

23. Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

[Signatures on Following Page]

2017 Stock Incentive Plan    

Stock Option Agreement

-7-

IN WITNESS WHEREOF, World Acceptance Corporation has executed this Agreement in duplicate on the _____ day of _______________.

WORLD ACCEPTANCE CORPORATION

BY:
PRINT NAME:	R. Chad Prashad
Its:	Chief Executive Officer

I acknowledge receipt of a copy of the Plan (either as an attachment hereto or that has been previously received by me) and that I have carefully read this Agreement and the Plan. I agree to be bound by all of the provisions set forth in this Agreement and the Plan.

SIGNATURE:

PRINT NAME:

2017 Stock Incentive Plan    

Stock Option Agreement

STOCK OPTION AGREEMENT

SCHEDULE A

1. Grant Date:

2. Vesting Schedule:

[ ] Option Shares on or after ______________;

[ ] Option Shares on or after ______________;

[ ] Option Shares on or after ______________;

[ ] Option Shares on or after ______________;

[ ] Option Shares on or after ______________; and

[ ] Option Shares on or after ______________;

provided that, in each case, the Participant remains in the continuous employ of or service to the Company or any Related Entity from the Grant Date until each respective vesting date, except as otherwise provided in the Agreement and subject to such other terms and conditions as may be imposed by the Plan and the Agreement.

2017 Stock Incentive Plan    

Stock Option Agreement

EX-10.7

Employment Agreement

By And Between

World Acceptance Corporation

And

R. Chad Prashad

Effective October 15, 2018

EMPLOYMENT AGREEMENT

This Agreement is effective as of October 15th, 2018 (the “Effective Date”) by and between World Acceptance Corporation (the “Company”), a South Carolina corporation, and R. Chad Prashad (the “Executive”), an individual residing at Greenville, South Carolina.

The Compensation and Stock Option Committee (the “Committee”) of the Board of Directors of the Company (the “Board”), acting on behalf of and pursuant to authority granted by the Board, has determined that it would be in the best interests of the Company and its shareholders to secure the services of the Executive for the Period of Employment (as defined in Section 3.1 below) and upon the terms provided in this Agreement. The Executive is currently employed by the Company, and will be employed by the Company, on a full-time basis, as President and Chief Executive Officer for said Period of Employment and upon such other terms and conditions as provided in this Agreement.

In consideration of the mutual covenants and promises contained in this Agreement, the parties hereby agree as follows:

Section I
EMPLOYMENT

The Company agrees to employ the Executive and the Executive agrees to be employed by the Company for the Period of Employment, subject to the other terms and conditions provided in the Agreement.

SECTION II
POSITION AND RESPONSIBILITIES

The Executive agrees to serve as the Company’s President andChief Executive Officer reporting directly to the Board and to be responsible for the duties and responsibilities commonly attributed to such positions and as assigned to the Executive from time to time by the Board. The Executive also agrees to serve, or to continue to serve, during the Period of Employment as an officer and director of any subsidiary, affiliate, or parent corporation (the “Affiliates”) of the Company which the Board feels is appropriate. In addition, the Company shall nominate the Executive for election to the Board as a member of the management slate at each annual meeting of shareholders during the Period of Employment, and the Executive shall serve as a director if properly elected, with no additional remuneration payable to the Executive for that service; provided, however that the Board shall not be obligated to nominate the Executive for election to the Board if, in the exercise of its fiduciary duties, the Board concludes that the Executive should not be nominated for election to the Board. The Executive’s primary work location will be the Company’s headquarters in Greenville, South Carolina.

SECTION III
TERMS AND DUTIES

3.1.Period of Employment

The initial term (the “Initial Term”) of the Executive’s employment shall be for a period of three (3) years commencing on October 15, 2018 and continuing until October 15, 2021 (the “Initial Expiration Date”), subject to extension or termination as provided in this Agreement. Unless this Agreement has been terminated in accordance with its provisions, the term of this Agreement will be extended automatically for successive one-year terms commencing on the Initial Expiration Date unless either party elects to terminate this Agreement by providing written notice to the other party at least ninety (90) days prior to the expiration of the Initial Term or any renewal term. As used herein, the term “Period of Employment” means the Initial Term plus any renewal terms. The Period of Employment shall end upon the effective date of the termination of the Executive’s employment as provided in Sections VI, VII, VIII and/or XI (the “Date of Termination”). Notwithstanding anything in this Agreement to the contrary, non-renewal by the Company shall be subject to the provisions set forth in Section 8.1, and non-renewal by the Executive shall be subject to the provisions of Section 8.3.

3.2.Duties

The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by the President and Chief Executive Officer of a publicly traded company. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of his full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Board and/or the Committee shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to him from time to time by the Board that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for:

3.2.1.    Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company;

3.2.2.    Delivering lectures and fulfilling speaking engagements;

3.2.3.    Engaging in charitable and community activities; or

3.2.4.    Investing his personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made.

The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.

SECTION IV
COMPENSATION, BENEFITS, AND PERQUISITES

For all services rendered by the Executive in any capacity during the Period of Employment, including services as an executive, officer, director or committee member, the Executive shall be compensated as follows:

4.1.Base Salary

The Company shall pay the Executive a fixed base salary (“Base Salary”) at such annual rate as the Committee deems appropriate; provided, however, that the Base Salary may not be less than $420,000 per year. Increases in Base Salary, once granted by the Committee, shall not be subject to reduction without the Executive’s consent. Base Salary shall be payable according to the customary payroll practices of the Company, but in no event shall Base Salary be payable less frequently than once per calendar month.

4.2.Annual Incentive Awards

During the Period of Employment, the Executive will be eligible for annual cash incentive compensation payments pursuant to the terms and conditions of the Company’s Executive Incentive Plan or any successor plan thereto (collectively, the “Executive Incentive Plan”), subject to the right of the Company to modify or terminate any such plan in the Company’s sole discretion from time to time (the “Annual Bonus”). The decision to provide any Annual Bonus, performance criteria, the amount, and the terms and conditions of any Annual Bonus and the Executive Incentive Plan will be as determined and approved in the discretion of the Committee or the Board. The Annual Bonus, if any, for a fiscal year will be payable in a single lump sum payment within 2½ months following the end of such fiscal year.

4.3.Long-Term Incentive Awards

The Company may, in its sole discretion, provide the Executive with long-term incentive compensation opportunities. The Committee may establish appropriate criteria for granting such awards. Payments may, at the discretion of the Committee, take the form of cash, restricted stock awards, restricted stock units, stock options and/or other awards authorized by the World Acceptance Corporation 2008 Stock Option Plan, 2011 Stock Option Plan, 2017 Stock Incentive Plan (the “2017 Plan”) and/or successor plan(s) thereto (such plans being collectively referred to as the “Stock Plan”), in each case as may be amended from time to time; provided, however, that any grants of long-term incentive awards must be approved by the Committee and shall be subject to the terms and conditions of the applicable Stock Plan and any related award agreement in form acceptable to the Committee. Such awards shall be subject to such service, performance and/or other terms and conditions as may be established by the Committee and the Committee shall have sole discretion to determine if and the extent to which any such awards are earned and the forms of payment for such awards. The intent of such long-term incentive compensation is to motivate the achievement of the Company’s longer range and strategic goals.

4.4.Benefits and Perquisites

4.4.1.Salaried Employee Benefits

The Executive will be entitled to participate in all compensation, health, welfare, perquisite and other employee benefit plans and programs for which similarly situated salaried employees of the Company are generally eligible under any plan or program now or later established by the Company, on the same terms and conditions as such plans and programs are provided to other similarly situated salaried employees. All Company coverage, benefits and plans are subject to the right of the Company to amend or terminate such coverage, benefits and plans from time to time, and subject to the specific eligibility and participation requirements of each such plan.

4.4.2.Supplemental Benefits

The Company will provide long-term disability insurance that provides a benefit to the Executive of sixty percent (60%) of the Executive’s Base Salary in effect at the time of Disability. Such benefits (the “Disability Benefits”) will continue until the Executive dies or has reached the age of 65, provided the Executive suffers a qualifying disability (as described in the underlying long-term disability insurance policy) during the Period of Employment.

The Executive will also be entitled to participate in the Second Amended and Restated World Acceptance Corporation 2005 Supplemental Income Plan (the “SERP”) in accordance with the terms of that plan, including the Company’s right to terminate or amend the plan for any reason at any time. Each year during the Period of Employment,theExecutive shall be eligible for paid time off (“PTO”) subject to Company policy for such paid time for similarly situated employees, which policy may be modified from time to time at the sole discretion of the Company. The Executive will be eligible to accrue a minimum of four (4) weeks of PTO per year.

4.4.3.Automobile

The Company will provide an automobile for use by the Executive, subject to the terms and conditions of the Company’s vehicle policy which may be modified or terminated from time to time at the sole discretion of the Company. Expenses related to the operation of the vehicle, including maintenance, insurance and fuel, will be paid or reimbursed by the Company as provided in the Company’s vehicle policy as may be in effect from time to time.

SECTION V
BUSINESS EXPENSES

The Company will reimburse the Executive, according to Company policy and in accordance with Section XV, for all reasonable travel, entertainment, business and other expenses incurred by the Executive in connection with the performance of his duties and obligations under this Agreement.

SECTION VI
DISABILITY

The Executive agrees that regular attendance, in-person management and leadership, the ability to travel and performance of duties commensurate with the Executive’s office are essential functions of his position. Therefore, the Company may terminate the Executive’s employment if the Executive experiences a Disability during the Period of Employment. In the event of a termination of Employment due to Disability, the Date of Termination shall be the date set forth in a written notice to the Executive. In the event the Company terminates the employment of the Executive pursuant to this Section VI, the Company will continue to pay the Executive his Base Salary in effect at the time of termination for a period of twenty-four (24) months following the date of such termination, payable in accordance with the Company’s customary payroll practices; provided, however, the Company may cease making such payments at such time and for so long as the Executive receives the Disability Benefits. For the avoidance of doubt, in the event the sum total of the Disability Benefits received by the Executive is less than one hundred percent (100%) of the Executive’s Base Salary for a period of twenty-four (24) months, the Company will be responsible for paying any amount above the Disability Benefits to total one hundred percent (100%) of the Executive’s Base Salary for a period of twenty-four (24) months. In addition to the continuation of Base Salary as provided in this Section, upon termination of the Executive’s employment because of Disability, the Executive will be entitled to receive (i) Accrued Compensation (as defined in Section 8.1.1); (ii) vested amounts owed under the Company’s benefit plans, including without limitation the SERP; and (iii) a pro-rata portion of the Executive’s Annual Bonus, if any, to the extent earned and based upon the period of time from the beginning of the fiscal year through the Date of Termination (the “Pro-Rata Bonus”). The Accrued Compensation shall be paid to the Executive thirty (30) days from the Date of Termination. The Pro-Rata Bonus shall be paid to the Executive on the same date on which annual incentives under the Executive Incentive Plan 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. Benefits under the SERP andother Company benefit plans shall be payable in accordance with the provisions of such plans.

“Disability,” as used herein, shall mean the existence of either (i) a physical or mental impairment that prevents the Executive, with or without reasonable accommodation, from performing for a period of 90 days during any twenty-four (24) month period (whether or not consecutive) any of the essential functions of his position or (ii) any impairment that qualifies as a disability under the terms of any group long-term disability plan of which the Executive is a participant.

SECTION VII
DEATH

In the event of the death of the Executive during the Period of Employment, the Date of Termination shall be the date of the Executive’s death. The Company’s obligation to make payments under this Agreement shall cease as of the date of death, except for (i) Accrued Compensation (as defined in Section 8.1.1); (ii) vested amounts owed under the Company’s benefit plans, including without limitation the SERP; and (iii) a Pro-Rata Bonus. The Accrued Compensation shall be paid thirty (30) days from the Date of Termination. The Pro-Rata Bonus shall be paid on the same date on which annual incentives under the Executive Incentive Plan 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. The Executive’s designated beneficiary will be entitled to receive the proceeds of any life or other insurance or other death benefit programs provided in this Agreement, including the SERP, according to the terms and conditions of the applicable plans.

SECTION VIII
EFFECT OF OTHER TERMINATIONS OF EMPLOYMENT

Except as otherwise set forth in Sections VI, VII, X, XV and XVII:

8.1.    If the Executive’s employment terminates due to: (a) a Without Cause Termination or (b) a Termination with Good Reason (as such terms are hereafter defined in this Agreement), the Company will pay the Executive, or in the event of his death, his beneficiary or beneficiaries:

8.1.1.    in a lump sum in cash thirty (30) days after the Date of Termination, the sum of (a) the Executive’s accrued Base Salary then in effect and any accrued vacation pay through the Date of Termination, (b) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the

Executive prior to the Date of Termination in accordance with the applicable Company policy and Section XV herein, and (c) the Executive’s bonus under the Executive Incentive Plan earned for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has not been paid as of the Date of Termination (the “Accrued Compensation”); and

8.1.2.    a severance payment in an amount equal to the sum of (a) two (2) times the Executive’s Base Salary in effect immediately prior to the Date of Termination and (b) one (1) times the average Annual Bonus paid to the Executive during the Period of Employment based on an average of the Annual Bonus paid for the three fiscal years prior to the Date of Termination or, in the event the Date of Termination occurs before September 30, 2020, an amount equal to 100% of the Executive’s Annual Bonus at target for that fiscal year (“Reference Bonus”), such sum of (a) and (b) to be paid in twenty-four (24) equal monthly installments following the Date of Termination in accordance with the Company’s normal payroll policies, but not less frequently than once per calendar month; and

8.1.3.    subject to Section 8.1.4 and this Section 8.1.3, (a) any of the Executive’s unvested stock options and other unvested equity incentives or other unvested incentive awards (collectively, “Equity Awards”) that are subject solely to time-based vesting shall accelerate, fully vest and become exercisable as of the Date of Termination, and (b) all vested time-based stock options held by the Executive shall be exercisable for a period of one year from the Date of Termination, but not beyond the original expiration of their term. For the avoidance of doubt, (i) no portion of any Equity Awards that are subject to time-based vesting and granted under the Company’s 2018 Long-Term Incentive Program will vest under this Section 8.1.3, and (ii) no portion of any Equity Awards that are subject to performance-based vesting and granted under any Stock Plan (including, without limitation, any Equity Awards that are subject to performance-based vesting and granted under the Company’s 2018 Long-Term Incentive Program) will vest under this Section 8.1.3; and

8.1.4.    (a) any of the Executive’s unvested Equity Awards that (i) are subject solely to time-based vesting, (ii) are granted under the Company’s 2018 Long-Term Incentive Program, and (iii) would have vested on or before the last day of the LTIP Year (as defined below) during which the Executive’s employment terminates, shall accelerate, fully vest and become exercisable as of the Date of Termination, and (b) all vested time-based stock options held by the Executive that are granted under the Company’s 2018 Long-Term Incentive Program shall be exercisable for a period of one year from the Date of Termination, but not beyond the original expiration of their term. For the avoidance of doubt, (1) any unvested Equity Awards that are subject solely to time-based vesting, are granted under the Company’s 2018 Long-Term Incentive Program, and would have vested after the expiration of the LTIP Year during which the Executive’s employment terminates, shall be forfeited, and (2) no portion of any Equity Awards that are subject to performance-based vesting and granted under any Stock Plan (including, without limitation, any Equity Awards that are subject to performance-based vesting and granted under the Company’s 2018 Long-Term Incentive Program) will vest under this Section 8.1.4. For purposes of this Section 8.1.4, the term “LTIP Year” shall mean with respect to the first LTIP Year, the twelve (12)-month period commencing on October 15, 2018 and ending on October 14, 2019; and, with respect to each subsequent LTIP Year, the twelve (12)-month period commencing on the next day following the previous LTIP Year; and

8.1.5.    (a) a pro-rata portion (based upon the period of time from October 15, 2018 through the Date of Termination) of any of the Executive’s unvested Equity Awards that (i) are subject solely to performance-based vesting, (ii) are granted under the Company’s 2018 Long-Term Incentive Program, and (iii) are scheduled to vest within one hundred eighty (180) days after the Date of Termination, and for which (iv) the Committee certifies that the applicable performance metrics have been achieved within such 180-day period, shall vest and become exercisable upon such certification, and (b) all vested performance-based stock options held by the Executive that are granted under the Company’s 2018 Long-Term Incentive Program shall be exercisable for a period of one year from the Date of Termination, but not beyond the original expiration of their term; provided, however, that all performance-based stock options held by the Executive that are granted under the Company’s 2018 Long-Term Incentive Program and that vest during the 180-day period beginning on the day after the Date of Termination shall be exercisable for a period of eighteen (18) months from the Date of Termination, but not beyond the original expiration of their term. For the avoidance of doubt, (1) any unvested Equity Awards that are subject solely to performance-based vesting, are granted under the Company’s 2018 Long-Term Incentive Program, and are scheduled to vest more than one hundred eighty (180) days after the Date of Termination, shall be forfeited, and (2) no portion of any Equity Awards that are subject

to time-based vesting and granted under any Stock Plan (including, without limitation, any Equity Awards that are subject to time-based vesting and granted under the Company’s 2018 Long-Term Incentive Program) will vest under this Section 8.1.5; and

8.1.6.    a single lump sum cash payment equal to the total premiums the Executive would be required to pay for eighteen (18) months of COBRA continuation coverage under the Company’s health benefit plans, determined using the COBRA premium rate in effect for the level of coverage that the Executive has in place immediately prior to the Date of Termination (the “COBRA Payment”). The Executive shall not be required to purchase COBRA continuation coverage in order to receive the COBRA Payment, nor shall the Executive be required to apply the COBRA Payment towards any payment of applicable premiums for COBRA continuation coverage. The payment shall be made on the thirtieth (30th) day following the Date of Termination; and

8.1.7.    a Pro-Rata Bonus, to be paid on the same date on which annual cash incentives are paid to other Company executives for the fiscal year during which the Date of Termination occurs, but not later than two and one-half months following the end of the Company’s fiscal year.

8.2.    If the Executive’s employment terminates due to a Termination for Cause, as hereinafter defined, the Company will pay to the Executive the Accrued Compensation defined in Section 8.1.1 within the time period described therein. No other payments will be made and the Company will not be obligated to provide any other benefits to or on behalf of the Executive. If the Company terminates the Executive for Cause and it is later determined by a court of competent jurisdiction that the Company did not have Cause, the Executive’s termination shall be construed as being Without Cause, and the Executive’s remedies shall be limited to the payments and benefits set forth in Section 8.1 herein.

8.3.    If the Executive quits, abandons employment or otherwise resigns from employment with the Company without Good Reason or gives notice of non-renewal in accordance with Section 3.1 hereof, the Company will pay the Accrued Compensation defined in Section 8.l.1 within the time period described therein. No other payments will be made and the Company will not be obligated to provide any other benefits to or on behalf of the Executive, except any benefits payable under the SERP or benefits payable under other plans or programs to the extent then vested and in accordance with the terms of such other plans or programs.

8.4.    Except as otherwise expressly provided in this Agreement and except for any long-term incentive payments to which the Executive is entitled under the Company’s long-term incentive plans, or obligations of the Company under any Stock Plan or related award agreement, upon termination of the Executive’s employment hereunder, the Company’s obligation to make any payments or provide any compensation benefits under this Agreement will cease.

It is expressly acknowledged by the Company that the amounts and benefits afforded to the Executive pursuant to Sections VI and VIII shall not be treated as damages but as severance compensation and benefits to which the Executive is entitled by reason of termination of his employment for the reasons set forth above. Accordingly, the Executive shall not be required to mitigate the amount of any payment or benefits provided for in such Sections by seeking employment or otherwise, nor (other than as provided in Section 10.1 or Section 10.10) shall the Company be entitled to set off against the amounts and benefits payable to the Executive hereunder any amounts or benefits earned by the Executive in other employment after the Date of Termination or any amounts or benefits that might have been earned by the Executive in other employment had he sought such other employment.

SECTION IX
DEFINITIONS

For this Agreement, the following terms have the following meanings:

9.1.    “Termination for Cause” means termination of the Executive’s employment by the Company due to (i) the Executive’s failure to substantially perform his duties hereunder (other than as a result of death or Disability or absence due to temporary illness or incapacity protected by law); (ii) the Executive’s dishonesty in the performance of his duties (other than de minimis acts or omissions); (iii) the Executive’s indictment, conviction or entering of a plea of any type (including, but not limited to, a plea of nolo contendere) for a crime constituting a felony or a misdemeanor involving

moral turpitude; (iv) the Executive’s willful malfeasance or willful misconduct in connection with the performance of his duties hereunder (other than de minimis acts or omissions); (v) any illicit or unauthorized act or omission which is materially injurious to the financial condition or business reputation of the Company; (vi) the Executive’s breach of any of his duties and obligations set forth in Section X; (vii) conduct by the Executive which violates the Company’s then existing internal policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics; (viii) the Executive’s knowing and intentional failure to comply with applicable laws; (ix) the Executive’s falsification of Company records or engaging in theft, fraud, embezzlement or other conduct which is detrimental to the business, reputation, character or standing of the Company or any of its Affiliates; (x) the Executive’s failure to comply with reasonable written directives of the Board; (xi) the Executive’s failure to reasonably cooperate with any investigation authorized by the Board; or (xii) the Executive’s engaging in any conduct that is or could be materially damaging to the Company or any of its Affiliates; provided, however, that termination of the Executive’s employment by the Company pursuant to clauses (i), (vi), (vii) or (x) will not constitute a “Termination for Cause” unless the Executive has received written notice from the Company stating the nature of such breach and affording him an opportunity to correct fully the act(s) or omission(s), if such breach is capable of correction, described in such notice within ten (10) days following his receipt of such notice. Notwithstanding the foregoing, (a) no conduct shall be considered “willful” or “intentional” if the Executive acted in good faith and in a manner he reasonably believed to be in the best interests of the Company and had no reasonable cause to believe that his conduct was in violation of the relevant policy, directive, regulation or law; and (b) any act or failure to act that is based upon a directive of the Board, or the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

9.2.    “Good Reason” means any of the following conditions (each a “Condition”) that arises without the consent of the Executive and the Condition has not been cured as set out below: (i) a material diminution in the Executive’s Base Salary; (ii) a material diminution in the Executive’s authority, duties or responsibilities; provided, however, that “Good Reason” is not triggered if someone else is appointed President as long as the Executive continues to serve as Chief Executive Officer of the Company; (iii) a material diminution in the budget over which the Executive retains authority; (iv) requiring the Executive to relocate his principal place of employment more than thirty-five (35) miles from the Company’s present headquarters; (v) a material breach of this Agreement by the Company; or (vi) the failure of the Company to renew this Agreement as set forth in Section 3.1. Within forty-five (45) days of the Executive’s knowledge of the initial existence of the Condition (or the date on which the Executive reasonably would be expected to have knowledge of the initial existence of the Condition), the Executive must provide written notice to the Company of the existence of the Condition, and the Company shall have forty-five (45) days following receipt of such notice to cure the Condition. Subject to the foregoing, if the Condition is cured within forty-five (45) days of such notice, the Executive is not entitled to any payment as the result of a termination of employment based on that occurrence of the circumstances that would otherwise constitute Good Reason. If the Condition is not cured within forty-five (45) days following such notice, the Executive may resign from employment for Good Reason, provided such resignation occurs not later than six (6) months from the initial existence of the Condition.

9.3.    “Termination with Good Reason” means the Executive’s resignation of employment for Good Reason. Subject to Section 9.2, the Date of Termination for a Termination with Good Reason shall be the effective date of the Executive’s resignation for Good Reason as set forth in a written notice to the Company.

9.4.    “Without Cause Termination” means termination of the Executive’s employment by the Company other than due to death or Disability and other than Termination for Cause and includes, without limitation, termination of the Executive’s employment by the Company’s giving notice of non-renewal in accordance with Section 3.1 hereof. The Date of Termination for a Without Cause Termination shall be the effective date of termination of employment as set forth in a written notice to the Executive.

SECTION XOTHER DUTIES AND OBLIGATIONS OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT

10.1.    During the Period of Employment, the Executive will comply with all Company policies (including, but not limited to, the Company’s Code of Business Conduct and Ethics) and with all applicable laws. In addition, without

limiting the effect of the foregoing, the Executive agrees that he shall abide by any forfeiture/compensation recovery policy, equity retention policy, stock ownership guidelines, compensation plan and/or award agreement provisions and/or other policies that may be adopted by the Company or its Affiliates, each as in effect from time to time and to the extent applicable to the Executive. Further, the Executive agrees that he shall be subject to any such compensation recovery, recoupment, forfeiture or other similar provisions as may apply to the Executive under applicable laws. The Executive further agrees that all compensation recovery, forfeiture, clawback and other related provisions in this Agreement or in any policy, plan, program, award or award notice of the Company which applies to the Executive shall continue in full force and effect after the Date of Termination, including to the extent necessary to comply with applicable law as such may be adopted or modified after the Date of Termination.

10.2.    During the Restricted Period, the Executive will not make disparaging remarks to anyone about the Company or its Affiliates or their employees or agents or any statement that disrupts or impairs the Company’s normal, ongoing business operations or that harms the Company’s or its Affiliates’ reputation with their employees, customers, suppliers or the public. The non-disparagement provisions set forth herein are in no way intended to limit the Executive’s ability to comply with legal requirements, including without limitation: (a) any applicable laws or regulations; (b) the ability to make truthful written or oral statements to government officials who are investigating matters within the scope of their governmental agency responsibilities; (c) any formal accounting or auditing procedures and (d) the provision of truthful testimony in judicial or administrative proceedings.

10.3.    During the Restricted Period, the Executive will not become employed by or provide services to (as an officer, agent, manager, director, employee, consultant, or independent contractor), invest in, or provide financing to a Competitor other than a Large Bank (as defined below) anywhere in the Territory unless (i) the services provided are not management- or executive-level services or (ii) the services are provided solely in a division, area or segment of the Competitor’s business that does not compete in any way with the Company or relate to the business, services or products described in Section 10.3(a) – (d) below. A “Competitor” shall mean any business, person or company engaged in any of the following: (a) small-loan consumer finance; (b) providing Ancillary Products to borrowers; (c) providing income tax form preparation services to individuals; or (d) the sale of products or services that are competitive with any products or services that have been offered by the Company during the Period of Employment. A Competitor shall specifically include, but not be limited to, the following companies: Cash America International, First Cash Financial Services, Security Finance and Republic Finance. As used herein, “small-loan consumer finance” shall mean making fixed rate, fully amortized closed-end extensions of direct consumer credit of $4,000 or less. “Territory” shall mean any of the following states: South Carolina, Georgia, Texas, Oklahoma, Louisiana, Tennessee, Missouri, Illinois, New Mexico, Kentucky, Alabama, Wisconsin, Indiana, Mississippi or any state in which the Company or its Affiliates has made loans, provided services or sold or licensed products during the Period of Employment. “Ancillary Products” shall mean any of the following: credit life insurance; credit accident and health insurance; credit property insurance; unemployment insurance; auto club memberships or buying club memberships. “Large Bank” shall mean any bank or savings association with deposits in excess of $5 billion, and any companies affiliated with such Large Bank. Notwithstanding the foregoing, the Executive’s ownership of less than five percent (5%) of the outstanding voting or debt securities of any corporation or other entity shall not constitute a violation of the provisions of this Agreement if such securities are listed on a national or regional securities exchange or have been registered under the Securities Exchange Act of 1934, as amended.

10.4.    During the Restricted Period, the Executive, without express written approval from the Board, will not solicit, hire or attempt to hire any individual who is then employed with the Company or is a consultant or independent contractor providing services to the Company or induce or attempt to induce such individual to leave the Company’s employment or no longer provide services to the Company.

10.5.    For so long as the Company may require following the Date of Termination, the Executive will cooperate with and provide assistance to the Company and its legal counsel in connection with any litigation (including arbitration or administrative hearings) or investigation affecting the Company, in which, in the reasonable judgment of the Company’s counsel, the Executive’s assistance or cooperation is needed or desirable. The Executive shall, when requested by the Company, provide testimony or other assistance and shall travel at the Company’s request in order to fulfill this obligation; provided, however, that, in connection with such litigation or investigation, the Company shall reasonably accommodate the Executive’s schedule, shall provide him with reasonable notice in advance of the times in which the

Executive’s cooperation or assistance is requested, and shall reimburse the Executive (in accordance with Section XV) for any reasonable expenses incurred in connection with such matters unless prohibited by law or ethical rule. Unless the Company has paid the Executive severance benefits pursuant to this Agreement, the Company shall compensate the Executive for his time at customary and prevailing rates, unless prohibited by law or ethical rule.

10.6.    The Executive agrees to maintain the confidentiality of Confidential Information at all times during and after the Executive’s employment with the Company and will not, at any time (a) use any Confidential Information for the Executive’s own benefit or for the benefit of any other person, firm or entity; (b) reveal, publish or disclose any Confidential Information to any person other than authorized representatives of the Company; or (c) remove or aid in the removal from the Company’s premises, retain, transmit, download or save any copy or copies of Confidential Information in either written, digital, electronic, voice or other electronic media data form, except (i) in the performance of the Executive’s authorized duties in the furtherance of the business of the Company, (ii) with the prior written consent of an authorized officer of the Company, or (iii) as necessary to comply with law. “Confidential Information” means any nonpublic information used in the Company’s business and from which the Company derives commercial value from not being generally known to the public or industry, including without limitation, information marked or designated as confidential, privileged or secret; financial information (including budgets, forecasting, projections, costs, margins and pricing); employee information (including payroll and benefits information and personnel records); marketing plans, proposals and data; customer information; regulated or private information concerning employees, customers or consumers, including, without limitation, financial, account, tax or health information; trade secrets; inventions; intellectual property; attorney-client privileged information and work product; patents; copyrights and trademarks; computerized information or data (including programs, networks, databases, information technology architecture and infrastructure, hardware and software) (all or any portion of which, and the materials on which they are used, whether or not specifically labeled or identified as “confidential”); and information received from third parties subject to a duty on the Company’s or its Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Executive’s obligations under this Section 10.5 shall survive the termination of the Executive’s employment for any reason for a period of two (2) years following the Date of Termination with respect to Confidential Information that does not rise to the level of a trade secret under applicable law, and, with respect to Confidential Information that constitutes a trade secret under applicable law, the Executive’s obligations shall continue for so long as the information constitutes a trade secret under applicable law. Information of the Company that constitutes attorney-client privileged information or information protected by the work product doctrine may not be disclosed at any time without the Company’s prior written consent.

10.7.    Nothing herein shall prevent the Executive from cooperating with any investigation or inquiry conducted by the Equal Employment Opportunity Commission regarding any employment practice or policy of the Employers. In addition, pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 U.S.C. § 1833(b)), the Executive acknowledges that he shall not have criminal or civil liability under any federal or state trade secret law for, and nothing herein prohibits, the disclosure of a trade secret or Confidential Information that (a) 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 of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such Section. Further, notwithstanding anything in this Agreement to the contrary, (i) nothing in this Agreement, including but not limited to any release, or other agreement prohibits the Executive 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, the 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) the Executive does not need the prior authorization of the Company to take any action described in (i), and the Executive is not required to notify the Company that he has taken any action described in (i); and (iii) neither this Agreement nor any release limits the Executive’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission.

10.8.    “Restricted Period” as used herein shall begin on date the Executive is employed with the Company and shall end on the second (2^nd) anniversary of the Date of Termination.

10.9.    If the Company in good faith believes that the Executive has breached his obligations described in Section X, the Company may withhold future payments due to the Executive under this Agreement until a court of competent jurisdiction has determined whether the Executive has breached such obligations. If a court of competent jurisdiction, in a final, non-appealable judgment, determines that the Executive has not breached such provisions, the Company shall within ten (10) business days of such determination pay to the Executive the amount of such withheld payments (less any damage award in favor of the Company, if applicable) plus interest accruing from the time each payment was due to the Executive at the legal pre-judgment interest rate. If following the Date of Termination the Company fails without good faith, reasonable justification to make a payment or provide a benefit to the Executive when due, the Company shall have ten (10) days after receiving written notice from the Executive to cure such failure. If the Company does not cure such failure within such 10-day period, the Executive shall no longer be bound by the obligations described in this Section X.

10.10.    Notwithstanding anything in this Agreement to the contrary, and without limiting the effect of the provisions of Section 10.1 or of Section 10.9 herein, if, at any time during or after the Period of Employment (regardless of whether the Executive’s employment is terminated by the Company or by the Executive and whether the Executive’s employment is terminated due to a Termination for Cause, a Termination with Good Reason or a Without Cause Termination), (i) the Executive files any claim, suit or legal proceeding which has been released by the Executive pursuant to Section XVII, or (ii) the Company determines that the Executive has breached or otherwise failed to comply with the covenants contained in Sections 10.2, 10.3, 10.4, 10.5 and/or 10.6 of this Agreement and, if such breach or failure is capable of being remedied, the Executive has not remedied such breach or failure to the satisfaction of the Company within ten (10) days of receipt of written notice from the Company of its determination that the Executive has breached or otherwise failed to comply with any of such Sections, or (iii) the Executive materially violates any of the Company’s policies, as determined by the Committee in its discretion, or (iv) the Executive violates any federal, state or other law, rule or regulation which is detrimental to the business, reputation, character or standing of the Company and/or any of its Affiliates, as determined by the Committee in its discretion, or (v) the Executive is indicted or convicted of, or enters a plea of any type (including, but not limited to, a plea of nolo contendere) for, a crime constituting a felony or a misdemeanor involving moral turpitude, which involves or relates in any way to the Executive’s actions or omissions during the Period of Employment and/or to events affecting the Company (and/or any of its Affiliates) that occur during the Period of Employment, or (vi) the Executive falsifies Company records or engages in theft, fraud, embezzlement or other criminal conduct detrimental to the business, reputation, character or standing of the Company and/or any of its Affiliates, as determined by the Committee in its discretion, or (vii) the Executive commits any illicit or unauthorized act or omission which is detrimental to the business, reputation, character or standing of the Company and/or any of its Affiliates, as determined by the Committee in its discretion, then, unless the Committee determines otherwise, and in addition to any other remedy available to the Company (on a non-exclusive basis): (a) any Equity Awards shall immediately be terminated and forfeited in their entirety; (b) any shares of stock subject to the Equity Awards (whether vested or unvested) shall immediately be forfeited and returned to the Company (without the payment by the Company of any consideration for such shares); (c) all payments and benefits to the Executive otherwise due pursuant to Section VIII and/or Section XI of this Agreement shall immediately terminate; and (d) no later than ten (10) days after receipt of a written request for repayment from the Company, the Executive shall repay to the Company all payments made and to return or reimburse the Company for all awards or shares issued and benefits provided to the Executive pursuant to Section VIII and/or Section XI of this Agreement. To the extent permitted by law, the payments otherwise payable pursuant to Section VIII and/or Section XI of the Agreement may be reduced to enforce any repayment obligation of Executive to the Company. For the avoidance of doubt, in each and every instance the Committee shall have the sole and absolute discretion to determine if any of the activities described in clauses (i) through (vii) of this Section 10.10 has occurred.

10.11.    The parties desire that the provisions of Section X be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdictions in which enforcement is sought, and agree that the Company may specifically enforce the terms hereof by obtaining injunctive relief without the necessity of posting bond or damages as permitted by law. If any portion of Section X is found to be invalid or unenforceable, the invalid or unenforceable terms shall be redefined or a new enforceable term provided, such that the intent of the Company and the Executive in agreeing to the provisions hereof will not be impaired and the provision in question shall be enforceable to the fullest extent of the applicable laws.

SECTION XIEFFECTS OF CHANGE IN CONTROL

11.1.    In the event there is a Change in Control of the Company, and the Executive’s employment is terminated within two (2) years following such Change in Control due to a Without Cause Termination or Termination with Good Reason, the Company will pay the Executive:

11.1.1.    A lump sum payment equal to the sum of: (a) Accrued Compensation; (b) the COBRA Payment; (c) the Pro-Rata Bonus for the fiscal year in which termination of employment occurs; and (d) an amount equal to the product of two (2) times (A) Base Salary (except that the Base Salary used for calculation of the payment will be the highest Base Salary in effect between the date immediately preceding the occurrence of the Change in Control and the Executive’s Date of Termination) plus (B) the Reference Bonus. Such amount will be paid thirty (30) days after the Date of Termination, except the Pro-Rata Bonus will 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.

11.1.2.    In addition, any unvested stock options, unvested restricted stock awards, unvested restricted stock units and other unvested equity incentives or other unvested incentive awards shall fully vest and become exercisable solely if permitted by and according to the terms of the applicable Stock Plan and award agreements; provided, however, that all vested stock options held by the Executive shall be exercisable for a period of one year, but not beyond the original expiration of their term.

It is understood that, in the event that the Executive is entitled to severance payments under this Section 11.1, then such severance payments shall be in lieu of any severance payments to which the Executive would be entitled under Section VIII hereof.

11.2.    It is the intention of the parties hereto that the severance payments and other compensation provided for herein are reasonable compensation for the Executive’s services to the Company and shall not constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code as of 1986, as amended, and any regulations thereunder. Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution of any type to the Executive is or will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or any interest or penalties with respect to such excise tax, such payments shall be reduced (but not below zero) to the extent that such reduction would result in the Executive retaining the maximum amount permitted without incurring such excise tax. The Company shall reduce or eliminate the payments, by first reducing or eliminating the portion of the payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination. All determinations concerning the application of this Section shall be made by a nationally recognized firm of independent accountants or any nationally recognized financial planning and benefits consulting company, selected by the Company and reasonably satisfactory to the Executive, whose determination shall be conclusive and binding on all parties. The fees and expenses of such accountants or consultants shall be borne by the Company.

11.3.    “Change in Control” shall have the meaning given the term in the 2017 Plan (or any successor Stock Plan).

The Board shall have full and final authority, in its discretion (subject to any considerations under Section 409A of the Internal Revenue Code), to determine whether a Change in Control has occurred, the date of the occurrence of such Change in Control and any incidental matters relating thereto.

SECTION XIIWITHHOLDING TAXES; TAX MATTERS

The Company may directly or indirectly withhold from any payments under this Agreement amounts authorized by the Executive and all federal, state, local or other taxes that are required to be withheld pursuant to any law or governmental regulation. The Executive acknowledges that the Company has made no representation or warranty

regarding the tax consequences associated with the benefits described in the Agreement, that the Executive agrees to pay any federal, state, local or other taxes for which he may be personally liable as a result of the benefits conferred under the Agreement, and that the Company has no obligation to achieve any certain tax results for the Executive.

SECTION XIIIEFFECT OF PRIOR AGREEMENTS

This Agreement contains the entire understanding between the Company and the Executive with respect to the subject matter hereof and supersedes any prior agreement, statements or understanding related to the subject matter hereof, including, but not limited to, any employment or similar agreement between the Company and the Executive.

SECTION XIVMODIFICATION; ASSIGNMENT

This Agreement may not be modified or amended except in writing signed by both parties. No term or condition of this Agreement will be deemed to have been waived except in writing by the party charged with waiver. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived. Neither the Agreement nor any right or interest under the Agreement shall be assignable by the Executive, his beneficiaries or his legal representatives without the prior written consent of the Company; provided, however, that nothing in this Section XIV shall preclude (a) the Executive from designating a beneficiary to receive any benefits payable hereunder upon his death or (b) the executors, administrators or other legal representatives of the Executive or his estate from assigning any rights hereunder to the person or persons entitled thereto. The Company may assign the Agreement without the consent of the Executive or any other person.

SECTION XVCOMPLIANCE WITH SECTION 409A

Notwithstanding any other provisions of this Agreement, to the extent applicable, this Agreement is intended to comply with Internal Revenue Code Section 409A and the regulations (or similar guidance) thereunder. To the extent any provision of this Agreement is contrary to or fails to address the requirements of Internal Revenue Code Section 409A, this Agreement shall be construed and administered as necessary to comply with such requirements. If the Executive is considered a “specified employee” (as defined in Internal Revenue Code Section 409A and related Treasury Regulations) at the time of any “separation from service” (as defined in Internal Revenue Code Section 409A and related Treasury Regulations) under Section 8.1 or Section 11.1 of this Agreement, a portion of the amount payable to the Executive under Section 8.1 or Section 11.1 shall be delayed for six (6) months following the Executive’s Date of Termination to the extent necessary to comply with the requirements of Internal Revenue Code Section 409A or an exemption therefrom. Any amounts payable to the Executive during such six (6) month period that are delayed due to the limitation in the preceding sentence shall be paid to the Executive in a lump sum during the seventh (7th) month following the Executive’s Date of Termination (or, if earlier, upon the Executive’s death). If, under this Agreement, an amount is to be paid in two or more installments, for purposes of Internal Revenue Code Section 409A, each installment shall be treated as a separate payment. To the extent not otherwise specified in the Agreement, all reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Internal Revenue Code, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a short period specified in this Agreement); (b) the amount of expenses eligible for reimbursement, or in kind benefits to be provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (c) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (d) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. In the event that this Agreement or payments hereunder shall be deemed not to be exempt from or to comply with Section 409A of the Internal Revenue Code, the neither the Company, the Board, the Committee nor its or their designees or agents shall be liable to the Executive or any other persons for actions, decisions or determinations made in good faith.

SECTION XVIGOVERNING LAW

This Agreement has been executed and delivered in the State of South Carolina and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of South Carolina. The parties hereto hereby agree that the exclusive and convenient forum and venue for any disputes between any of the parties hereto arising out of this Agreement shall be any proper state or federal court in Greenville, South Carolina, and each of the parties hereto hereby submits to the personal jurisdiction of any such court. The foregoing shall not limit the rights of any party to obtain execution of judgment in any other jurisdiction.

SECTION XVIIWAIVER AND RELEASE

In consideration for the payments and benefits provided hereunder, the Executive agrees that Executive will, upon termination of employment and in no event later than sixty (60) days after the Date of Termination, as a condition to the Company’s obligation to pay any severance benefits under this Agreement (including, but not limited to, those benefits set forth Sections 8.l.1, 8.1.2, 8.1.3, 8.1.4, 8.1.5, 8.1.6 and 8.1.7), deliver to the Company a fully executed release, in form acceptable to the Company, that fully and irrevocably releases and discharges the Company, its Affiliates and each of their directors, officers, agents and employees from any and all claims, charges, complaints, liabilities of any kind, known or unknown, owed to the Executive, except for obligations arising under the provisions of this Agreement, to vested benefits under the Company’s benefit plans, obligations arising under stock option, restricted stock or other equity compensation agreements, or such claims that may not be released by law.

SECTION XVIII
MISCELLANEOUS

The parties agree that there shall be no presumption that any ambiguity in this Agreement is to be construed against the drafter. 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. The Executive acknowledges and confirms that he has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel, and fully understands all provisions of this Agreement.

[Signature Page To Follow]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed as of the 15th day of October, 2018 by its duly authorized officer and the Executive has hereunto set his hand.

COMPANY:

WORLD ACCEPTANCE CORPORATION

By:     /s/ Ken R. Bramlett Jr.                

Title:     Chairman of Board                

EXECUTIVE:

/s/ R. Chad Prashad                    

R. Chad Prashad

EX-10.8

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made and entered into on the 15th day of October, 2018, to be effective immediately, by and between World Acceptance Corporation (the “Company”), a South Carolina corporation, and John L. Calmes, Jr. (the “Executive”), an individual residing at Greenville, South Carolina.

The Company and the Executive previously entered into an Employment Agreement, effective as of November 19, 2015 (the “Employment Agreement”). Contemporaneously herewith, the Board has approved a series of managerial changes to better align and reorganize the Company’s executive team, including the promotion of the Executive to Executive Vice President, Chief Financial & Strategy Officer, and Treasurer, and the Committee and the Board have approved and adopted a new long-term incentive program that seeks to motivate and reward certain employees and to align management’s interest with shareholders by focusing executives on the achievement of long-term results. In connection with the foregoing, the parties now desire to amend certain provisions of the Employment Agreement. Capitalized terms used and not defined in this Amendment shall have the respective meanings ascribed to them in the Employment Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and obligations contained herein and in the Employment Agreement, of the promotion of the Executive to Executive Vice President, Chief Financial & Strategy Officer, and Treasurer, of the Executive’s potential participation in the Company’s 2018 Long-Term Incentive Program and related treatment of unvested equity awards upon certain termination events, and of other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

1.    The Employment Agreement is hereby amended by deleting prior Section 8.1.3 in its entirety, by replacing prior Section 8.1.3 with the following new Sections 8.1.3, 8.1.4 and 8.1.5, and by re-numbering prior Sections 8.1.4 and 8.1.5 as Sections 8.1.6 and 8.1.7, respectively:

“8.1.3    subject to Section 8.1.4 and this Section 8.1.3, (a) any of the Executive’s unvested stock options and other unvested equity incentives or other unvested incentive awards (collectively, “Equity Awards”) that are subject solely to time-based vesting shall accelerate, fully vest and become exercisable as of the Date of Termination, and (b) all vested time-based stock options held by the Executive shall be exercisable for a period of one year from the Date of Termination, but not beyond the original expiration of their term. For the avoidance of doubt, (i) no portion of any Equity Awards that are subject to time-based vesting and granted under the Company’s 2018 Long-Term Incentive Program will vest under this Section 8.1.3, and (ii) no portion of any Equity Awards that are subject to performance-based vesting and granted under any Stock Plan (including, without limitation, any Equity Awards that are subject to performance-based vesting and granted under the Company’s 2018 Long-Term Incentive Program) will vest under this Section 8.1.3. For purposes of this Agreement, the term “Stock Plan” means and includes, collectively, the World Acceptance Corporation 2008 Stock Option Plan, 2011 Stock Option Plan, 2017 Stock Incentive Plan (the “2017 Plan”) and/or successor plan(s) thereto, in each case as may be amended from time to time; and

8.1.4    (a) any of the Executive’s unvested Equity Awards that (i) are subject solely to time-based vesting, (ii) are granted under the Company’s 2018 Long-Term Incentive Program, and (iii) would have vested on or before the last day of the LTIP Year (as defined below) during which the Executive’s employment terminates, shall accelerate, fully vest and become exercisable as of the Date of Termination, and (b) all vested time-based stock options held by the Executive that are granted under the Company’s 2018 Long-Term Incentive Program shall be exercisable for a period of one year from the Date of Termination, but not beyond the original expiration of their term. For the avoidance of doubt, (1) any unvested Equity Awards that are subject solely to time-based vesting, are granted under the Company’s 2018 Long-Term Incentive Program, and would have vested after the expiration of the LTIP Year during which the Executive’s employment terminates, shall be forfeited, and (2) no portion of any Equity Awards that are subject to performance-based vesting and granted under any Stock Plan (including, without limitation, any Equity Awards that are subject to performance-based vesting and granted under the Company’s 2018 Long-Term Incentive Program) will vest under this Section 8.1.4. For purposes of this Section 8.1.4, the term “LTIP Year” shall mean with respect to the first LTIP Year, the twelve (12)-month period commencing on October 15, 2018 and ending on October 14, 2019; and,

with respect to each subsequent LTIP Year, the twelve (12)-month period commencing on the next day following the previous LTIP Year; and

8.1.5    (a) a pro-rata portion (based upon the period of time from October 15, 2018 through the Date of Termination) of any of the Executive’s unvested Equity Awards that (i) are subject solely to performance-based vesting, (ii) are granted under the Company’s 2018 Long-Term Incentive Program, and (iii) are scheduled to vest within one hundred eighty (180) days after the Date of Termination, and for which (iv) the Committee certifies that the applicable performance metrics have been achieved within such 180-day period, shall vest and become exercisable upon such certification, and (b) all vested performance-based stock options held by the Executive that are granted under the Company’s 2018 Long-Term Incentive Program shall be exercisable for a period of one year from the Date of Termination, but not beyond the original expiration of their term; provided, however, that all performance-based stock options held by the Executive that are granted under the Company’s 2018 Long-Term Incentive Program and that vest during the 180-day period beginning on the day after the Date of Termination shall be exercisable for a period of eighteen (18) months from the Date of Termination, but not beyond the original expiration of their term. For the avoidance of doubt, (1) any unvested Equity Awards that are subject solely to performance-based vesting, are granted under the Company’s 2018 Long-Term Incentive Program, and are scheduled to vest more than one hundred eighty (180) days after the Date of Termination, shall be forfeited, and (2) no portion of any Equity Awards that are subject to time-based vesting and granted under any Stock Plan (including, without limitation, any Equity Awards that are subject to time-based vesting and granted under the Company’s 2018 Long-Term Incentive Program) will vest under this Section 8.1.5; and”

2.    The Employment Agreement is hereby amended by deleting prior Section 9.1 in its entirety and by replacing prior Section 9.1 with the following new Section 9.1:

“9.1    “Termination for Cause” means termination of the Executive’s employment by the Company due to (i) the Executive’s failure to substantially perform his duties hereunder (other than as a result of death or Disability or absence due to temporary illness or incapacity protected by law); (ii) the Executive’s dishonesty in the performance of his duties (other than de minimis acts or omissions); (iii) the Executive’s indictment, conviction or entering of a plea of any type (including, but not limited to, a plea of nolo contendere) for a crime constituting a felony or a misdemeanor involving moral turpitude; (iv) the Executive’s willful malfeasance or willful misconduct in connection with the performance of his duties hereunder (other than de minimis acts or omissions); (v) any illicit or unauthorized act or omission which is materially injurious to the financial condition or business reputation of the Company; (vi) the Executive’s breach of any of his duties and obligations set forth in Section X; (vii) conduct by the Executive which violates the Company’s then existing internal policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics; (viii) the Executive’s knowing and intentional failure to comply with applicable laws; (ix) the Executive’s falsification of Company records or engaging in theft, fraud, embezzlement or other conduct which is detrimental to the business, reputation, character or standing of the Company or any of its Affiliates; (x) the Executive’s failure to comply with reasonable written directives of the Board; (xi) the Executive’s failure to reasonably cooperate with any investigation authorized by the Board; or (xii) the Executive’s engaging in any conduct that is or could be materially damaging to the Company or any of its Affiliates; provided, however, that termination of the Executive’s employment by the Company pursuant to clauses (i), (vi), (vii) or (x) will not constitute a “Termination for Cause” unless the Executive has received written notice from the Company stating the nature of such breach and affording him an opportunity to correct fully the act(s) or omission(s), if such breach is capable of correction, described in such notice within ten (10) days following his receipt of such notice. Notwithstanding the foregoing, (a) no conduct shall be considered “willful” or “intentional” if the Executive acted in good faith and in a manner he reasonably believed to be in the best interests of the Company and had no reasonable cause to believe that his conduct was in violation of the relevant policy, directive, regulation or law; and (b) any act or failure to act that is based upon a directive of the Board, or the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.”

3.    The Employment Agreement is hereby amended by deleting prior Section 10.1 in its entirety and replacing prior Section 10.1 with the following new Section 10.1:

“10.1    During the Period of Employment, the Executive will comply with all Company policies (including, but not limited to, the Company’s Code of Business Conduct and Ethics) and with all applicable laws. In addition, without limiting the effect of the foregoing, the Executive agrees that he shall abide by any forfeiture/compensation recovery policy, equity retention policy, stock ownership guidelines, compensation plan and/or award agreement provisions and/or other policies that may be adopted by the Company or its Affiliates, each as in effect from time to time and to the extent applicable to the Executive. Further, the Executive agrees that he shall be subject to any such compensation recovery, recoupment, forfeiture or other similar provisions as may apply to the Executive under applicable laws. The Executive further agrees that all compensation recovery, forfeiture, clawback and other related provisions in this Agreement or in any policy, plan, program, award or award notice of the Company which applies to the Executive shall continue in full force and effect after the Date of Termination, including to the extent necessary to comply with applicable law as such may be adopted or modified after the Date of Termination.”

4.    The Employment Agreement is hereby amended by inserting the following new Section 10.7 and by re-numbering prior Sections 10.7 and 10.8 as Sections 10.8 and 10.9, respectively:

“10.7    Nothing herein shall prevent the Executive from cooperating with any investigation or inquiry conducted by the Equal Employment Opportunity Commission regarding any employment practice or policy of the Employers. In addition, pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 U.S.C. § 1833(b)), the Executive acknowledges that he shall not have criminal or civil liability under any federal or state trade secret law for, and nothing herein prohibits, the disclosure of a trade secret or Confidential Information that (a) 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 of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such Section. Further, notwithstanding anything in this Agreement to the contrary, (i) nothing in this Agreement, including but not limited to any release, or other agreement prohibits the Executive 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, the 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) the Executive does not need the prior authorization of the Company to take any action described in (i), and the Executive is not required to notify the Company that he has taken any action described in (i); and (iii) neither this Agreement nor any release limits the Executive’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission.”

5.    The Employment Agreement is hereby amended by inserting the following new Section 10.10 and by re-numbering prior Section 10.9 as Section 10.11:

“10.10    Notwithstanding anything in this Agreement to the contrary, and without limiting the effect of the provisions of Section 10.1 or of Section 10.9 herein, if, at any time during or after the Period of Employment (regardless of whether the Executive’s employment is terminated by the Company or by the Executive and whether the Executive’s employment is terminated due to a Termination for Cause, a Termination with Good Reason or a Without Cause Termination), (i) the Executive files any claim, suit or legal proceeding which has been released by the Executive pursuant to Section XVII, or (ii) the Company determines that the Executive has breached or otherwise failed to comply with the covenants contained in Sections 10.2, 10.3, 10.4, 10.5 and/or 10.6 of this Agreement and, if such breach or failure is capable of being remedied, the Executive has not remedied such breach or failure to the satisfaction of the Company within ten (10) days of receipt of written notice from the Company of its determination that the Executive has breached or otherwise failed to comply with any of such Sections, or (iii) the Executive materially violates any of the Company’s policies, as determined by the Committee in its discretion, or (iv) the Executive violates any federal, state or other law, rule or regulation which is detrimental to the business, reputation, character or standing of the Company and/or any of its Affiliates, as determined by the Committee in its discretion, or (v) the Executive is indicted or convicted of, or enters a plea of any type (including, but not limited to, a plea of nolo contendere) for, a crime constituting a felony or a misdemeanor involving moral turpitude, which involves or relates in any way to the Executive’s actions or omissions during the Period of Employment and/or to events affecting the Company (and/or any of its

Affiliates) that occur during the Period of Employment, or (vi) the Executive falsifies Company records or engages in theft, fraud, embezzlement or other criminal conduct detrimental to the business, reputation, character or standing of the Company and/or any of its Affiliates, as determined by the Committee in its discretion, or (vii) the Executive commits any illicit or unauthorized act or omission which is detrimental to the business, reputation, character or standing of the Company and/or any of its Affiliates, as determined by the Committee in its discretion, then, unless the Committee determines otherwise, and in addition to any other remedy available to the Company (on a non-exclusive basis): (a) any Equity Awards shall immediately be terminated and forfeited in their entirety; (b) any shares of stock subject to the Equity Awards (whether vested or unvested) shall immediately be forfeited and returned to the Company (without the payment by the Company of any consideration for such shares); (c) all payments and benefits to the Executive otherwise due pursuant to Section VIII and/or Section XI of this Agreement shall immediately terminate; and (d) no later than ten (10) days after receipt of a written request for repayment from the Company, the Executive shall repay to the Company all payments made and to return or reimburse the Company for all awards or shares issued and benefits provided to the Executive pursuant to Section VIII and/or Section XI of this Agreement. To the extent permitted by law, the payments otherwise payable pursuant to Section VIII and/or Section XI of the Agreement may be reduced to enforce any repayment obligation of Executive to the Company. For the avoidance of doubt, in each and every instance the Committee shall have the sole and absolute discretion to determine if any of the activities described in clauses (i) through (vii) of this Section 10.10 has occurred.”

6.    The Employment Agreement is hereby amended by deleting prior Section 11.3 (including prior Sections 11.3.1 through 11.3.4) in its entirety and by replacing prior Section 11.3 with the following new Section 11.3:

“11.3    “Change in Control” shall have the meaning given the term in the 2017 Plan (or any successor Stock Plan).

The Board shall have full and final authority, in its discretion (subject to any considerations under Section 409A of the Internal Revenue Code), to determine whether a Change in Control has occurred, the date of the occurrence of such Change in Control and any incidental matters relating thereto.”

7.    The Employment Agreement is hereby amended by deleting prior Sections XIV and XV in their entirety, by replacing prior Sections XIV and XV with the following new Section XIV, and by re-numbering prior Sections XVI and XVII as Sections XV and XVI, respectively:

“SECTION XIV
MODIFICATION; ASSIGNMENT

This Agreement may not be modified or amended except in writing signed by both parties. No term or condition of this Agreement will be deemed to have been waived except in writing by the party charged with waiver. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived. Neither the Agreement nor any right or interest under the Agreement shall be assignable by the Executive, his beneficiaries or his legal representatives without the prior written consent of the Company; provided, however, that nothing in this Section XIV shall preclude (a) the Executive from designating a beneficiary to receive any benefits payable hereunder upon his death or (b) the executors, administrators or other legal representatives of the Executive or his estate from assigning any rights hereunder to the person or persons entitled thereto. The Company may assign the Agreement without the consent of the Executive or any other person.”

8.    The Employment Agreement is hereby amended by re-numbering prior Section XVIII as Section XVII and by deleting prior Section XVIII in its entirety and replacing prior Section XVIII with the following new Section XVII:

“SECTION XVII
WAIVER AND RELEASE

In consideration for the payments and benefits provided hereunder, the Executive agrees that Executive will, upon termination of employment and in no event later than sixty (60) days after the Date of Termination, as a condition to the Company’s obligation to pay any severance benefits under this Agreement (including, but not limited to, those

benefits set forth Sections 8.l.1, 8.1.2, 8.1.3, 8.1.4, 8.1.5, 8.1.6 and 8.1.7), deliver to the Company a fully executed release, in form acceptable to the Company, that fully and irrevocably releases and discharges the Company, its Affiliates and each of their directors, officers, agents and employees from any and all claims, charges, complaints, liabilities of any kind, known or unknown, owed to the Executive, except for obligations arising under the provisions of this Agreement, to vested benefits under the Company’s benefit plans, obligations arising under stock option, restricted stock or other equity compensation agreements, or such claims that may not be released by law.”

9.    This Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Except as otherwise provided in this Amendment, the terms and provisions of the Employment Agreement shall continue in effect. In the event of any conflict between the terms of the Employment Agreement and the terms of this Amendment, the terms of this Amendment shall govern. This Amendment has been executed and delivered in the State of South Carolina and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of South Carolina.

10.    The parties agree that there shall be no presumption that any ambiguity in this Amendment or the Employment Agreement is to be construed against the drafter. No provision of this Amendment or the Employment 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. The Executive acknowledges and confirms that he has reviewed this Amendment and the Employment Agreement in their entirety, has had an opportunity to obtain the advice of counsel, and fully understands all provisions of this Amendment and the Employment Agreement.

[Signature Page To Follow]

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the 15th day of October, 2018 by its duly authorized officer and the Executive has hereunto set his hand.

COMPANY:

WORLD ACCEPTANCE CORPORATION

By:             /s/ R. Chad Prashad    

Title:             President and CEO     

EXECUTIVE:

/s/ John L Calmes, Jr.    

John L. Calmes, Jr.

EX-10.9

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made and entered into on the 15th day of October, 2018, to be effective immediately, by and between World Acceptance Corporation (the “Company”), a South Carolina corporation, and Daniel Clinton Dyer (the “Executive”), an individual residing at Greenville, South Carolina.

The Company and the Executive previously entered into an Employment Agreement, effective as of September 1, 2016 (the “Employment Agreement”). Contemporaneously herewith, the Board has approved a series of managerial changes to better align and reorganize the Company’s executive team, and the Committee and the Board have approved and adopted a new long-term incentive program that seeks to motivate and reward certain employees and to align management’s interest with shareholders by focusing executives on the achievement of long-term results. In connection with the foregoing, the parties now desire to amend certain provisions of the Employment Agreement. Capitalized terms used and not defined in this Amendment shall have the respective meanings ascribed to them in the Employment Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and obligations contained herein and in the Employment Agreement, of the Executive’s potential participation in the Company’s 2018 Long-Term Incentive Program and related treatment of unvested equity awards upon certain termination events, and of other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

1.    The Employment Agreement is hereby amended by deleting prior Section 8.1.3 in its entirety, by replacing prior Section 8.1.3 with the following new Sections 8.1.3, 8.1.4 and 8.1.5, and by re-numbering prior Sections 8.1.4 and 8.1.5 as Sections 8.1.6 and 8.1.7, respectively:

“8.1.3    subject to Section 8.1.4 and this Section 8.1.3, (a) any of the Executive’s unvested stock options and other unvested equity incentives or other unvested incentive awards (collectively, “Equity Awards”) that are subject solely to time-based vesting shall accelerate, fully vest and become exercisable as of the Date of Termination, and (b) all vested time-based stock options held by the Executive shall be exercisable for a period of one year from the Date of Termination, but not beyond the original expiration of their term. For the avoidance of doubt, (i) no portion of any Equity Awards that are subject to time-based vesting and granted under the Company’s 2018 Long-Term Incentive Program will vest under this Section 8.1.3, and (ii) no portion of any Equity Awards that are subject to performance-based vesting and granted under any Stock Plan (including, without limitation, any Equity Awards that are subject to performance-based vesting and granted under the Company’s 2018 Long-Term Incentive Program) will vest under this Section 8.1.3. For purposes of this Agreement, the term “Stock Plan” means and includes, collectively, the World Acceptance Corporation 2008 Stock Option Plan, 2011 Stock Option Plan, 2017 Stock Incentive Plan (the “2017 Plan”) and/or successor plan(s) thereto, in each case as may be amended from time to time; and

8.1.4    (a) any of the Executive’s unvested Equity Awards that (i) are subject solely to time-based vesting, (ii) are granted under the Company’s 2018 Long-Term Incentive Program, and (iii) would have vested on or before the last day of the LTIP Year (as defined below) during which the Executive’s employment terminates, shall accelerate, fully vest and become exercisable as of the Date of Termination, and (b) all vested time-based stock options held by the Executive that are granted under the Company’s 2018 Long-Term Incentive Program shall be exercisable for a period of one year from the Date of Termination, but not beyond the original expiration of their term. For the avoidance of doubt, (1) any unvested Equity Awards that are subject solely to time-based vesting, are granted under the Company’s 2018 Long-Term Incentive Program, and would have vested after the expiration of the LTIP Year during which the Executive’s employment terminates, shall be forfeited, and (2) no portion of any Equity Awards that are subject to performance-based vesting and granted under any Stock Plan (including, without limitation, any Equity Awards that are subject to performance-based vesting and granted under the Company’s 2018 Long-Term Incentive Program) will vest under this Section 8.1.4. For purposes of this Section 8.1.4, the term “LTIP Year” shall mean with respect to the first LTIP Year, the twelve (12)-month period commencing on October 15, 2018 and ending on October 14, 2019; and, with respect to each subsequent LTIP Year, the twelve (12)-month period commencing on the next day following the previous LTIP Year; and

8.1.5    (a) a pro-rata portion (based upon the period of time from October 15, 2018 through the Date of Termination) of any of the Executive’s unvested Equity Awards that (i) are subject solely to performance-based vesting, (ii) are granted under the Company’s 2018 Long-Term Incentive Program, and (iii) are scheduled to vest within one hundred eighty (180) days after the Date of Termination, and for which (iv) the Committee certifies that the applicable performance metrics have been achieved within such 180-day period, shall vest and become exercisable upon such certification, and (b) all vested performance-based stock options held by the Executive that are granted under the Company’s 2018 Long-Term Incentive Program shall be exercisable for a period of one year from the Date of Termination, but not beyond the original expiration of their term; provided, however, that all performance-based stock options held by the Executive that are granted under the Company’s 2018 Long-Term Incentive Program and that vest during the 180-day period beginning on the day after the Date of Termination shall be exercisable for a period of eighteen (18) months from the Date of Termination, but not beyond the original expiration of their term. For the avoidance of doubt, (1) any unvested Equity Awards that are subject solely to performance-based vesting, are granted under the Company’s 2018 Long-Term Incentive Program, and are scheduled to vest more than one hundred eighty (180) days after the Date of Termination, shall be forfeited, and (2) no portion of any Equity Awards that are subject to time-based vesting and granted under any Stock Plan (including, without limitation, any Equity Awards that are subject to time-based vesting and granted under the Company’s 2018 Long-Term Incentive Program) will vest under this Section 8.1.5; and”

2.    The Employment Agreement is hereby amended by deleting prior Section 9.1 in its entirety and by replacing prior Section 9.1 with the following new Section 9.1:

“9.1    “Termination for Cause” means termination of the Executive’s employment by the Company due to (i) the Executive’s failure to substantially perform his duties hereunder (other than as a result of death or Disability or absence due to temporary illness or incapacity protected by law); (ii) the Executive’s dishonesty in the performance of his duties (other than de minimis acts or omissions); (iii) the Executive’s indictment, conviction or entering of a plea of any type (including, but not limited to, a plea of nolo contendere) for a crime constituting a felony or a misdemeanor involving moral turpitude; (iv) the Executive’s willful malfeasance or willful misconduct in connection with the performance of his duties hereunder (other than de minimis acts or omissions); (v) any illicit or unauthorized act or omission which is materially injurious to the financial condition or business reputation of the Company; (vi) the Executive’s breach of any of his duties and obligations set forth in Section X; (vii) conduct by the Executive which violates the Company’s then existing internal policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics; (viii) the Executive’s knowing and intentional failure to comply with applicable laws; (ix) the Executive’s falsification of Company records or engaging in theft, fraud, embezzlement or other conduct which is detrimental to the business, reputation, character or standing of the Company or any of its Affiliates; (x) the Executive’s failure to comply with reasonable written directives of the Board; (xi) the Executive’s failure to reasonably cooperate with any investigation authorized by the Board; or (xii) the Executive’s engaging in any conduct that is or could be materially damaging to the Company or any of its Affiliates; provided, however, that termination of the Executive’s employment by the Company pursuant to clauses (i), (vi), (vii) or (x) will not constitute a “Termination for Cause” unless the Executive has received written notice from the Company stating the nature of such breach and affording him an opportunity to correct fully the act(s) or omission(s), if such breach is capable of correction, described in such notice within ten (10) days following his receipt of such notice. Notwithstanding the foregoing, (a) no conduct shall be considered “willful” or “intentional” if the Executive acted in good faith and in a manner he reasonably believed to be in the best interests of the Company and had no reasonable cause to believe that his conduct was in violation of the relevant policy, directive, regulation or law; and (b) any act or failure to act that is based upon a directive of the Board, or the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.”

3.    The Employment Agreement is hereby amended by deleting prior Section 10.1 in its entirety and replacing prior Section 10.1 with the following new Section 10.1:

“10.1    During the Period of Employment, the Executive will comply with all Company policies (including, but not limited to, the Company’s Code of Business Conduct and Ethics) and with all applicable laws. In addition, without limiting the effect of the foregoing, the Executive agrees that he shall abide by any forfeiture/compensation recovery policy, equity retention policy, stock ownership guidelines, compensation plan and/or award agreement provisions and/

or other policies that may be adopted by the Company or its Affiliates, each as in effect from time to time and to the extent applicable to the Executive. Further, the Executive agrees that he shall be subject to any such compensation recovery, recoupment, forfeiture or other similar provisions as may apply to the Executive under applicable laws. The Executive further agrees that all compensation recovery, forfeiture, clawback and other related provisions in this Agreement or in any policy, plan, program, award or award notice of the Company which applies to the Executive shall continue in full force and effect after the Date of Termination, including to the extent necessary to comply with applicable law as such may be adopted or modified after the Date of Termination.”

4.    The Employment Agreement is hereby amended by inserting the following new Section 10.7 and by re-numbering prior Sections 10.7 and 10.8 as Sections 10.8 and 10.9, respectively:

“10.7    Nothing herein shall prevent the Executive from cooperating with any investigation or inquiry conducted by the Equal Employment Opportunity Commission regarding any employment practice or policy of the Employers. In addition, pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 U.S.C. § 1833(b)), the Executive acknowledges that he shall not have criminal or civil liability under any federal or state trade secret law for, and nothing herein prohibits, the disclosure of a trade secret or Confidential Information that (a) 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 of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such Section. Further, notwithstanding anything in this Agreement to the contrary, (i) nothing in this Agreement, including but not limited to any release, or other agreement prohibits the Executive 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, the 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) the Executive does not need the prior authorization of the Company to take any action described in (i), and the Executive is not required to notify the Company that he has taken any action described in (i); and (iii) neither this Agreement nor any release limits the Executive’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission.”

5.    The Employment Agreement is hereby amended by inserting the following new Section 10.10 and by re-numbering prior Section 10.9 as Section 10.11:

“10.10    Notwithstanding anything in this Agreement to the contrary, and without limiting the effect of the provisions of Section 10.1 or of Section 10.9 herein, if, at any time during or after the Period of Employment (regardless of whether the Executive’s employment is terminated by the Company or by the Executive and whether the Executive’s employment is terminated due to a Termination for Cause, a Termination with Good Reason or a Without Cause Termination), (i) the Executive files any claim, suit or legal proceeding which has been released by the Executive pursuant to Section XVII, or (ii) the Company determines that the Executive has breached or otherwise failed to comply with the covenants contained in Sections 10.2, 10.3, 10.4, 10.5 and/or 10.6 of this Agreement and, if such breach or failure is capable of being remedied, the Executive has not remedied such breach or failure to the satisfaction of the Company within ten (10) days of receipt of written notice from the Company of its determination that the Executive has breached or otherwise failed to comply with any of such Sections, or (iii) the Executive materially violates any of the Company’s policies, as determined by the Committee in its discretion, or (iv) the Executive violates any federal, state or other law, rule or regulation which is detrimental to the business, reputation, character or standing of the Company and/or any of its Affiliates, as determined by the Committee in its discretion, or (v) the Executive is indicted or convicted of, or enters a plea of any type (including, but not limited to, a plea of nolo contendere) for, a crime constituting a felony or a misdemeanor involving moral turpitude, which involves or relates in any way to the Executive’s actions or omissions during the Period of Employment and/or to events affecting the Company (and/or any of its Affiliates) that occur during the Period of Employment, or (vi) the Executive falsifies Company records or engages in theft, fraud, embezzlement or other criminal conduct detrimental to the business, reputation, character or standing of the Company and/or any of its Affiliates, as determined by the Committee in its discretion, or (vii) the Executive commits any illicit or unauthorized act or omission which is detrimental to the business, reputation, character or standing

of the Company and/or any of its Affiliates, as determined by the Committee in its discretion, then, unless the Committee determines otherwise, and in addition to any other remedy available to the Company (on a non-exclusive basis): (a) any Equity Awards shall immediately be terminated and forfeited in their entirety; (b) any shares of stock subject to the Equity Awards (whether vested or unvested) shall immediately be forfeited and returned to the Company (without the payment by the Company of any consideration for such shares); (c) all payments and benefits to the Executive otherwise due pursuant to Section VIII and/or Section XI of this Agreement shall immediately terminate; and (d) no later than ten (10) days after receipt of a written request for repayment from the Company, the Executive shall repay to the Company all payments made and to return or reimburse the Company for all awards or shares issued and benefits provided to the Executive pursuant to Section VIII and/or Section XI of this Agreement. To the extent permitted by law, the payments otherwise payable pursuant to Section VIII and/or Section XI of the Agreement may be reduced to enforce any repayment obligation of Executive to the Company. For the avoidance of doubt, in each and every instance the Committee shall have the sole and absolute discretion to determine if any of the activities described in clauses (i) through (vii) of this Section 10.10 has occurred.”

6.    The Employment Agreement is hereby amended by deleting prior Section 11.3 (including prior Sections 11.3.1 through 11.3.4) in its entirety and by replacing prior Section 11.3 with the following new Section 11.3:

“11.3    “Change in Control” shall have the meaning given the term in the 2017 Plan (or any successor Stock Plan).

The Board shall have full and final authority, in its discretion (subject to any considerations under Section 409A of the Internal Revenue Code), to determine whether a Change in Control has occurred, the date of the occurrence of such Change in Control and any incidental matters relating thereto.”

7.    The Employment Agreement is hereby amended by deleting prior Sections XIV and XV in their entirety, by replacing prior Sections XIV and XV with the following new Section XIV, and by re-numbering prior Sections XVI and XVII as Sections XV and XVI, respectively:

“SECTION XIV
MODIFICATION; ASSIGNMENT

This Agreement may not be modified or amended except in writing signed by both parties. No term or condition of this Agreement will be deemed to have been waived except in writing by the party charged with waiver. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived. Neither the Agreement nor any right or interest under the Agreement shall be assignable by the Executive, his beneficiaries or his legal representatives without the prior written consent of the Company; provided, however, that nothing in this Section XIV shall preclude (a) the Executive from designating a beneficiary to receive any benefits payable hereunder upon his death or (b) the executors, administrators or other legal representatives of the Executive or his estate from assigning any rights hereunder to the person or persons entitled thereto. The Company may assign the Agreement without the consent of the Executive or any other person.”

8.    The Employment Agreement is hereby amended by re-numbering prior Section XVIII as Section XVII and by deleting prior Section XVIII in its entirety and replacing prior Section XVIII with the following new Section XVII:

“SECTION XVII
WAIVER AND RELEASE

In consideration for the payments and benefits provided hereunder, the Executive agrees that Executive will, upon termination of employment and in no event later than sixty (60) days after the Date of Termination, as a condition to the Company’s obligation to pay any severance benefits under this Agreement (including, but not limited to, those benefits set forth Sections 8.l.1, 8.1.2, 8.1.3, 8.1.4, 8.1.5, 8.1.6 and 8.1.7), deliver to the Company a fully executed release, in form acceptable to the Company, that fully and irrevocably releases and discharges the Company, its Affiliates and each of their directors, officers, agents and employees from any and all claims, charges, complaints, liabilities of any kind, known or unknown, owed to the Executive, except for obligations arising under the provisions of this

Agreement, to vested benefits under the Company’s benefit plans, obligations arising under stock option, restricted stock or other equity compensation agreements, or such claims that may not be released by law.”

9.    This Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Except as otherwise provided in this Amendment, the terms and provisions of the Employment Agreement shall continue in effect. In the event of any conflict between the terms of the Employment Agreement and the terms of this Amendment, the terms of this Amendment shall govern. This Amendment has been executed and delivered in the State of South Carolina and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of South Carolina.

10.    The parties agree that there shall be no presumption that any ambiguity in this Amendment or the Employment Agreement is to be construed against the drafter. No provision of this Amendment or the Employment 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. The Executive acknowledges and confirms that he has reviewed this Amendment and the Employment Agreement in their entirety, has had an opportunity to obtain the advice of counsel, and fully understands all provisions of this Amendment and the Employment Agreement.

[Signature Page To Follow]

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the 15th day of October, 2018 by its duly authorized officer and the Executive has hereunto set his hand.

COMPANY:

WORLD ACCEPTANCE CORPORATION

By:                         /s/ R. Chad Prashad    

Title:                         President and CEO    

EXECUTIVE:

/s/ Daniel Clinton Dyer    

Daniel Clinton Dyer