UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2014
Regional Management Corp.
(Exact name of registrant as specified in its charter)
Delaware | 001-35477 | 57-0847115 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
509 West Butler Road
Greenville, South Carolina 29607
(Address of principal executive offices) (zip code)
(864) 422-8011
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the previously announced resignation of Thomas F. Fortin on October 30, 2014 (the Resignation Date) as the Chief Executive Officer of Regional Management Corp. (the Company) and as a member of the Companys Board of Directors, the Compensation Committee of the Board of Directors of the Company determined on December 11, 2014 to enter into a separation agreement with Mr. Fortin (the Separation Agreement). Pursuant to the terms of the Separation Agreement, Mr. Fortin will provide reasonable assistance for a period of six months, not to exceed twenty (20) hours per month, to the interim or acting Chief Executive Officer of the Company in connection with the performance of such interim or acting Chief Executive Officers duties, and Mr. Fortin will be entitled to be reimbursed for reasonable business expenses incurred in connection with the performance of such services.
In addition, subject to his execution and non-revocation of a release of claims, Mr. Fortin is entitled to receive the following payments and benefits under the Separation Agreement:
| A payment equal to thirty (30) days of his base salary (as of the Resignation Date) in lieu of the requirement that the Company provide him with thirty (30) days notice of a decision to terminate his employment without cause; |
| Continued payment of his base salary (as in effect on the Resignation Date) for a period of twelve (12) months following the Resignation Date, paid in accordance with the Companys ordinary payroll practices; |
| Reimbursement of reasonable attorneys fees incurred in connection with the negotiation of the Separation Agreement, not to exceed $5,000; |
| Reimbursement of the cost of COBRA continuation premiums for continued health insurance coverage for Mr. Fortin and his dependents for a period of twelve (12) months following the Resignation Date (or until Mr. Fortin becomes eligible for coverage from a subsequent employer); |
| The option to purchase 196,563 shares of the Companys common stock granted to Mr. Fortin on February 28, 2008 will continue to be exercisable until March 21, 2017 (instead of expiring ninety (90) days after the Resignation Date); |
| The option to purchase 125,000 shares of the Companys common stock granted to Mr. Fortin on March 27, 2012 will vest in full and continue to be exercisable until March 21, 2017 (instead of expiring ninety (90) days after the Resignation Date); and |
| All of the 12,589 shares of restricted stock granted to Mr. Fortin on October 1, 2014 will vest in full as of the effective date of the release of claims. |
Mr. Fortin waived his right to receive any pro-rata bonus otherwise earned in 2014 under the Companys short-term incentive plan and agreed to forfeit all of the restricted stock units, stock options, and performance shares granted to him on October 1, 2014. Mr. Fortin also reaffirmed his obligations under the restrictive covenants set forth in his employment agreement.
The foregoing summary of the Separation Agreement is not complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) The following exhibit is attached to this Current Report on Form 8-K:
Exhibit |
Description of Exhibit | |
10.1 | Separation Agreement between Thomas F. Fortin and Regional Management Corp., dated December 11, 2014. |
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.
Regional Management Corp. | ||||||
Date: December 17, 2014 | By: | /s/ Donald E. Thomas | ||||
Donald E. Thomas | ||||||
Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
Description of Exhibit | |
10.1 | Separation Agreement between Thomas F. Fortin and Regional Management Corp., dated December 11, 2014. |
Exhibit 10.1
SEPARATION AGREEMENT
This Separation Agreement (the Agreement) is entered into as of December 11, 2014, by and between Regional Management Corp., a Delaware corporation (the Company), and Thomas F. Fortin (the Executive). The Company and Executive may be referred to individually as a Party and collectively as the Parties.
WHEREAS, Executive serves as Chief Executive Officer for the Company pursuant to the terms and conditions of the Employment Agreement, dated March 18, 2013 (the Employment Agreement), by and between Executive and the Company; and
WHEREAS, Executive has, subject to the terms of this Agreement, tendered his resignation from the Company and the Company has accepted Executives resignation, effective as of October 30, 2014 (the Termination Date);
WHEREAS, the Parties have agreed to treat Executives resignation as a termination of Executives employment without Cause under the Employment Agreement; and
WHEREAS, the Parties desire to amicably resolve any dispute arising out of Executives employment and termination thereof, with the understanding that such resolution shall not constitute evidence of or be an admission of wrongful conduct, liability, or fault on the part of Executive or the Company.
NOW, THEREFORE, in consideration of the foregoing premises and the respective agreements of the Company and Executive set forth below, the Company and Executive, intending to be legally bound, agree as follows:
1. Resignation of Employment and Other Positions.
Effective as of the Termination Date, Executive shall resign from his position as Chief Executive Officer and all other titles, positions and appointments Executive may hold with the Company or any of its direct or indirect subsidiaries or affiliates, including without limitation, his position as a member of the board of directors of the Company. Executive will promptly thereafter receive all accrued, but unpaid Salary, vacation and paid time off and reimbursement of all outstanding properly incurred business-related expenses.
2. Assistance with Responsibilities: For a period of six (6) months following the Termination Date (the Assistance Period), Executive shall provide reasonable assistance to the Companys interim and/or acting Chief Executive Officer in connection with the performance of the interim and/or acting Chief Executive Officers duties and responsibilities. The Parties agree that Executive shall spend no more than twenty (20) hours per month providing such assistance. Executive shall not be required to travel and shall be reimbursed for any reasonable expenses incurred at the Companys request. Executive acknowledges and agrees that the treatment of his equity awards as provided in Section 4 below will be the sole compensation to which Executive is entitled with respect to his services during the Assistance Period.
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3. Severance Pay and Benefits. In accordance with Section 2.7(a) of the Employment Agreement and as otherwise agreed between the Company and Executive, the Company shall provide to Executive the following severance benefits:
(a) A payment equal to thirty (30) calendar days of Executives Salary (based on the Salary in effect as of the Termination Date), which Executive agrees and acknowledges is being provided in lieu of the requirement under Section 2.7(a) of the Employment Agreement that the Company provide Executive with thirty (30) calendar days notice of its decision to terminate Executives employment without Cause;
(b) The continued payment of Executives Salary and car allowance for a period of twelve (12) months immediately following the Termination Date (the Severance Period) (based on the Salary and car allowance in effect as of the Termination Date), payable during the Severance Period in accordance with the Companys regular payroll practices;
(c) Executive agrees to waive his right under Section 2.7(a) of the Employment Agreement to receive a pro-rated portion of Executives Bonus under the Companys 2014 Annual Incentive Plan regardless of the extent to which such Bonus would otherwise have been earned based on performance goals established under the 2014 Annual Incentive Plan;
(d) Reimbursement of the reasonable attorneys fees and expenses, not to exceed Five Thousand and No/100 Dollars ($5,000), incurred by Executive in connection with the negotiation and preparation of this Agreement; and
(e) Provided Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA) or similar state laws and timely completes and returns to the Company the documents and payments required for such election, the Company shall reimburse Executive for the cost of COBRA continuation premiums for Executive and his dependents (as applicable) for a period of twelve (12) consecutive months after the Termination Date, under the Companys group medical plan to the extent that such benefits were in effect for Executive and his dependents as of the Termination Date; provided, that if at any time during the twelve (12) month period following the Termination Date, Executive becomes eligible to receive health insurance from a subsequent employer, the Companys obligation to reimburse Executive for the cost of COBRA continuation premiums shall immediately cease.
(f) Notwithstanding the foregoing provisions of this Section 3, the Company shall not be obligated to provide Executive with any of the severance pay or benefits described in paragraphs (a), (b), (c), (d) and (e) of this Section 3 (such severance pay and benefits, collectively the Severance Benefits) unless (i) within 30 days following the Termination Date, (x) Executive signs and delivers the Release of Claims in favor of the Company as set forth in Exhibit A attached hereto (the Release), (y) Executive has not revoked the Release; and (z) the rescission periods provided by law have expired; and (ii) Executive is in substantial compliance with the material terms of this Agreement and the Employment Agreement as of the dates of the payments. The Parties agree that Executive received this Agreement and the Release on October 30, 2014.
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(g) Executive acknowledges and agrees that Executive is considered a specified employee within the meaning of Section 409A as of the Termination Date. As a result, the payment of any amounts under this Section 3 that is considered deferred compensation subject to 409A and is to be paid on account of Executives separation from service shall be deferred, as required by Section 409A(a)(2)(B)(i) of the Code, for six (6) months after the Termination Date or, if earlier, Executives death (the 409A Deferral Period). Any payments that otherwise would have been made during the 409A Deferral Period shall be paid in a lump sum on the first payroll date after the 409A Deferral Period expires, and the balance of any payments shall be made as described herein.
4. Treatment of Equity Awards
(a) Executive and the Company acknowledge and agree that, except as set forth below in this Section 4, the applicable stock or equity incentive plans and any equity or equity-based awards granted to Executive thereunder shall be governed by the terms of such plans and award agreements; provided, that the treatment of Executives equity or equity-based awards as set forth in Sections 4(b), 4(c), and 4(d) below is subject to Executives execution and non-revocation of the Release.
(b) The exercise period under the option award agreement between Executive and the Company, dated February 26, 2008, with respect to 196,563 shares of the Company shall, to the extent unexercised as of the Termination Date, remain outstanding until March 21, 2017 and shall not expire after the conclusion of the ninety (90) day period following the Termination Date.
(c) All of the unvested shares underlying the option award agreement between Executive and the Company, dated March 27, 2012, with respect to 125,000 shares of the Company shall vest in full on the effective date of the Release and the exercise period with respect to such option shall remain outstanding until March 21, 2017 and shall not expire after the conclusion of the ninety (90) day period following the Termination Date.
(d) All of the 12,589 shares of restricted stock granted to Executive pursuant to the restricted stock award agreement between Executive and the Company, dated October 1, 2014 shall vest in full on the effective date of the Release.
(e) All of the restricted stock units, stock options, and performance shares granted to Executive pursuant to the restricted stock unit award agreement, nonqualified stock option agreement, and cash-settled performance share award agreement, respectively, each dated October 1, 2014, shall be cancelled and forfeited and no consideration shall be paid to Executive in respect thereof.
5. Continued Obligations.
(a) Following the Termination Date, Executive agrees to continue to adhere to the terms and conditions set forth in Article III (Covenants) of the Employment Agreement. Executive agrees that such terms and conditions are reasonable and necessary to protect the legitimate interests of the Company and that any violation of this Article of the Employment Agreement by Executive may cause substantial and irreparable harm to the Company. Executive agrees that the Company may seek any remedies set forth in Article III of the Employment Agreement should Executive violate Article III of the Employment Agreement.
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(b) The Company agrees to continue to adhere to the terms and conditions set forth in Section 3.7 of the Employment Agreement. In addition, the Company agrees to evaluate in good faith and to respond within a reasonable period of time to a request made by Executive from time to time for a determination by the Company whether proposed future employment with a subsequent employer or other activity by Executive would violate Article III of the Employment Agreement.
(c) The Parties specifically agree that Article III of the Employment Agreement is incorporated hereto by reference and integrated herein.
6. Miscellaneous.
(a) Defined Terms. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement. For the sake of clarity, references to Section(s) or Article(s) herein shall refer to the corresponding Sections or Articles of this Agreement and/or the Employment Agreement.
(b) Tax Matters. Executive acknowledges that the Company shall deduct from any compensation payable to Executive or payable on his behalf under this Agreement all applicable federal, state, and local income and employment taxes and other taxes and withholdings required by law.
(c) Public Announcement. The Company shall give Executive a reasonable opportunity to review and comment on any initial public announcement relating to this Agreement. The Company reserves the right, in its sole discretion, to make all final decisions relating to any public announcement relating to this Agreement.
(d) Company Approvals. The Company represents and warrants to Executive that it (and to the extent required, the Board, and the Compensation Committee) has taken all corporate action necessary to authorize this Agreement.
(e) Continuing Cooperation. Until the expiration of the applicable statutes of limitations, Executive agrees to provide continuing cooperation to the Company in the defense of any asserted or unasserted claims, charges or lawsuits pending against it. Such cooperation shall include, but not be limited to, providing the Company with information, affidavits, deposition testimony or testimony as a witness in any forum; provided, however, that compliance with this Section 6(e) will not be enforced in such a way as to impose an undue burden upon Executive. Executive also agrees to participate in joint messages to financial institutions and oversight agencies.
(f) No Mitigation. In no event shall Executive be obligated to seek other employment or take any other action to mitigate the amounts payable to Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned as a result of Executives employment by another employer, except that any continued Separation Benefits may be reduced as provided for by Section 3(e) of this Agreement.
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(g) Beneficiary. If Executive dies before receiving all of the amounts payable to him in accordance with the terms and conditions of this Agreement, such amounts shall be paid to the beneficiary (Beneficiary) designated by Executive in writing to the Company during his lifetime, or if no such Beneficiary is designated, to Executives estate. Executive may change his designation of Beneficiary or Beneficiaries at any time or from time to time without the consent of any prior Beneficiary, by submitting to the Company in writing a new designation of Beneficiary.
(h) Governing Law; Jurisdiction; Venue. All matters relating to the interpretation, construction, application, validity and enforcement of this Agreement shall be governed by the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule, whether of the State of Delaware or any other jurisdiction, that would cause the application of laws of any jurisdiction other than the State of Delaware. Executive and the Company knowingly and voluntarily agree that any controversy or dispute arising out of or otherwise related to this Agreement, including any employment or statutory claim, shall be tried exclusively, without jury, and consent to personal jurisdiction in the state courts of Wilmington, Delaware or the United States District Court for the District of Delaware, as appropriate.
(i) Entire Agreement. Except as otherwise provided herein, the Agreement contains the entire agreement of the parties relating to the subject matter hereof and supersedes all prior agreements and understandings with respect to such subject matter, including the Employment Agreement, with the exception of those Sections that have been integrated pursuant to Section 5 of this Agreement, and the Parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth herein.
(j) Amendments. No amendment or modification of this Agreement shall be deemed effective unless made in writing and signed by the parties hereto.
(k) No Waiver. No term or condition of this Agreement shall be deemed to have been waived, except by a statement in writing signed by the party against whom enforcement of the waiver is sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.
(l) Assignment. This Agreement shall not be assignable, in whole or in part, by either party without the written consent of the other party, except that the Company may, without the written consent of Executive, assign its rights and obligations under this Agreement to any corporation or other business entity (i) with which the Company may merge or consolidate, or (ii) to which the Company may sell or transfer all or substantially all of its assets or capital stock.
(m) Separate Representation. Executive hereby acknowledges that he has sought and received independent advice from counsel of Executives own selection in connection with this Agreement and has not relied to any extent on any director, officer, or stockholder of, or counsel to, the Company in deciding to enter into this Agreement.
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(n) Notices. Any notice hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, sent by reliable next-day courier, or sent by registered or certified mail, return receipt requested, postage prepaid, to the party to receive such notice addressed as follows:
If to the Company:
Regional Management Corp.
509 West Butler Road
Greenville, SC 29607
P.O. Box 776
Mauldin, SC 29662
Facsimile No.: (864) 422-8035
Attention: Brian J. Fisher, Vice President and General Counsel
with a copy to:
Simpson, Thacher and Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Attention: Lesley Peng and Larry Moss
If to Executive:
Thomas F. Fortin
Most recent address reflected on the Companys payroll records
with a copy to:
Moore & Van Allen PLLC
100 N. Tryon St., Suite 4700
Charlotte, NC 28202
Attention: Daniel L. Johnson, Jr.
or addressed to such other address as may have been furnished to the sender by notice hereunder. All notices shall be deemed given on the date on which delivered if delivered by hand or on the date sent if sent by overnight courier or certified mail, except that notice of change of address will be effective only upon receipt by the other party.
(o) Counterparts. This Agreement may be executed in any number of counterparts, and such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.
(p) Severability. Subject to Section 5 hereof, to the extent that any portion of any provision of this Agreement shall be invalid or unenforceable, it shall be considered deleted herefrom and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.
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(q) Captions and Headings. The captions and paragraph headings used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement or any of the provisions hereof.
[Signature page immediately following]
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IN WITNESS WHEREOF, Executive and the Company have executed this Separation Agreement as of the date first above written.
REGIONAL MANAGEMENT CORP. | ||
By | /s/ Brian J. Fisher | |
BRIAN J. FISHER | ||
Its | VP & GENERAL COUNSEL |
/s/ Thomas F. Fortin |
THOMAS F. FORTIN |
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EXHIBIT A
RELEASE OF CLAIMS
This Release of Claims (Agreement) is made and entered into by and between Regional Management Corp. (the Company) and Thomas F. Fortin (the Executive).
BACKGROUND
A. The Company and Executive are parties to a Separation Agreement that, among its terms, provides that the Company will pay Executive certain individually tailored severance benefits (the Severance) and provide benefits related to Executives equity and equity-based compensation (the Equity Award Benefits) in connection with the termination of Executives employment thereunder (the Separation Agreement).
B. Under the Separation Agreement, the Company is not obligated to pay the Severance unless Executive has signed a release of claims in favor of the Company. The parties intend this Agreement to be that release of claims.
NOW, THEREFORE, based on the foregoing and the terms and conditions below, the Company and Executive, desiring to amicably resolve any and all existing and potential disputes between them as of the date each executes this Agreement, and in consideration of the obligations and undertakings set forth below and intending to be legally bound, agree as follows.
1. Companys Obligations. In return for Executives Obligations (as defined in Section 2 below), and provided that Executive signs this Agreement and does not exercise Executives rights to revoke or rescind Executives waivers of certain discrimination claims (as described in Section 5 below), the Company will pay to Executive the Severance.
2. Executives Obligations. In return for the Companys Obligations in Section 1 above, Executive knowingly and voluntarily agrees to the following:
(a) Executive hereby fully, finally and forever releases, waives, and discharges, to the maximum extent that the law permits, any and all legal, equitable and administrative claims, actions, causes of action, suits, debts, accounts, judgments and demands (collectively, Claims) against the Company or any of its direct or indirect subsidiaries or affiliates that Executive has through the date on which Executive signs this Agreement. This full and final release, waiver, and discharge extends to all and each of every legal, equitable and administrative Claim(s) of any kind or nature whatsoever including, without limitation, the following:
(i) All Claims that Executive has now, whether Executive now knows about or suspects such claims;
(ii) All Claims for attorneys fees;
(iii) All rights and claims of age discrimination and retaliation under the Age Discrimination in Employment Act (ADEA) as amended by the Older Workers Benefit Protection Act of 1990 (OWBPA); and discrimination and retaliation claims of any
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kind or nature whatsoever under federal, state, or local law, including, for example, claims of discrimination and retaliation under Title VII of the Civil Rights Act of 1964, and the Americans With Disabilities Act (ADA);
(iv) All Claims arising out of Executives employment and Executives separation from employment with the Company including, for example, any alleged breach of contract, breach of implied contract, wrongful or illegal termination, defamation, invasion of privacy, fraud, promissory estoppel, and infliction of emotional distress;
(v) All Claims for any other compensation, including vacation pay, other paid time off, severance pay, other severance benefits, incentive opportunity pay, other grants of incentive compensation, grants of stock, and stock options;
(vi) All Claims under the Employee Retirement Security Act of 1974, as amended (ERISA); and
(vii) All Claims for any other alleged unlawful employment practices arising out of or relating to Executives employment or separation from employment with the Company.
(b) Executive will not commence any civil actions against the Company except as necessary to enforce its obligations under this Agreement and the Separation Agreement. The Severance that Executive is receiving in the Separation Agreement has a value that is greater than anything to which Executive is entitled. Other than what Executive is receiving in the Separation Agreement, the Company owes Executive nothing else in return for Executives Obligations.
3. Certain Definitions. For purposes of Section 2, Executive means Thomas F. Fortin and any person or entity that has or obtains any legal rights or claims through Thomas F. Fortin. Further, the Company means Regional Management Corp. and any parent, subsidiary, and affiliated organization or entity in the present or past related to Regional Management Corp., and any past and present officers, directors, members, governors, attorneys, employees, agents, insurers, successors, and assigns of, and any person who acted on behalf of or instruction of Regional Management, Corp.
4. Other Provisions.
(a) The Company has paid or will pay Executive in full for all reimbursable business expenses, earned annualized salary, earned unpaid bonus pay, and any other earnings through the last day of Executives employment.
(b) This Agreement does not prohibit Executive from filing an administrative charge of discrimination with, or cooperating or participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission or other federal or state regulatory or law enforcement agency.
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(c) Nothing in this Agreement affects Executives rights in any qualified retirement or welfare benefit plan or program in which Executive was a participant while employed by the Company. The terms of such plans and programs control Executives rights with respect thereto.
(d) The Company will indemnify Executive as permitted by and pursuant to any agreement or policy that the Company has adopted relating to indemnification of directors, officers, and employees; and as permitted by and pursuant to any provision of the Companys articles or by-laws relating to such indemnification.
(e) Executive will continue to be covered as permitted by and pursuant to any policy of directors and/or officers liability insurance policy on the terms and conditions of the applicable policy documents.
5. Executives Rights to Counsel, Consider, Revoke and Rescind.
(a) The Company hereby advises Executive to consult with an attorney prior to signing this Agreement.
(b) Executive further understands that Executive has 21 days to consider Executives release of rights and claims of age discrimination under the ADEA and OWBPA, beginning the date on which Executive receives this Agreement. Executive agrees that he was provided this Agreement on October 30, 2014 for consideration. If Executive signs this Agreement, Executive understands that Executive is entitled to revoke Executives release of any rights or claims under the ADEA and OWBPA within seven days after Executive has executed it, and Executives release of any rights or claims under the ADEA and OWBPA will not become effective or enforceable until the seven-day period has expired. To revoke such release, Executive must put the rescission in writing and deliver it to the Company by hand or mail within the seven day period. If Executive delivers the rescission by mail it must be: (i) Postmarked within 7 calendar days after the date on which Executive signs this Agreement; (ii) addressed to the Company, c/o Brian J. Fisher, 509 West Butler Road Greenville, SC 29607; and (iii) sent by certified mail return receipt requested.
If Executive revokes or rescinds Executives waivers of discrimination claims as provided above, Executive shall not be entitled to receive the Severance or the Equity Award Benefits.
6. Non-Admission. The Company and Executive enter into this Agreement expressly disavowing fault, liability and wrongdoing, liability at all times having been denied. Neither this Agreement, nor anything contained in it, will be construed as an admission by either of them of any liability, wrongdoing or unlawful conduct whatsoever. If this Agreement is not executed, no term of this Agreement will be deemed an admission by either party of any right that he/it may have with or against the other.
7. No Oral Modification or Waiver. This Agreement may not be changed orally. No breach of any provision hereof can be waived by either party unless in writing. Waiver of any one breach by a party will not be deemed to be a waiver of any other breach of the same or any other provision hereof.
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8. Governing Law. This Agreement will be governed by the substantive laws of the State of Delaware without regard to conflicts of law principles.
9. Forum Selection-Jurisdiction and Venue. Executive and the Company knowingly and voluntarily agree that any controversy or dispute arising out of or otherwise related to this Agreement, including any employment or statutory claim, shall be tried exclusively, without jury, and consent to personal jurisdiction in the state courts of Wilmington, Delaware or the United States District Court for the District of Delaware, as appropriate.
10. Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart will be deemed to be an original instrument, and all such counterparts together will constitute but one agreement.
11. Blue Pencil Doctrine. In the event that any provision of this Agreement is unenforceable under applicable law, the validity or enforceability of the remaining provisions will not be affected. To the extent any provision of this Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this Agreement will, where possible, be interpreted so as to sustain its legality and enforceability.
12. Agreement Freely Entered Into. Executive and the Company have voluntarily and free from coercion entered into this Agreement. Each has read this Agreement carefully and understands all of its terms, and has had the opportunity to discuss this Agreement with his/its own attorney prior to its execution. In agreeing to sign this Agreement, neither party has relied on any statements or explanations made by the other party, their respective agents or attorneys except as set forth in this Agreement. Both parties agree to abide by this Agreement.
Dated: |
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Thomas F. Fortin | ||||||||
Dated: |
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Regional Management Corp. | ||||||
By: |
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Its: |
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