Exhibit 10.1


 


Advance
America, Cash Advance Centers, Inc.


 


Non-Employee
Directors — Compensatory Arrangements and Stock Ownership Guidelines


 


A.            Compensatory Arrangements


 


The following compensatory arrangements for directors
of Advance America, Cash Advance Centers, Inc. (the “Company”) shall
become effective on January 1, 2011. 
For purposes of these arrangements, the term “non-employee director”
shall mean any director, other than the Chairman of the Board, who is not a
full-time employee of the Company.


 


As of January 1,
2011, each non-employee director shall be entitled to the following:


 


1.               An annual cash retainer(1) of
$60,000 for Board service.


 


2.               An annual equity grant of $25,000 of the
Company’s common stock (“Annual Equity Grant”) (2) to be issued upon
election to the Company’s Board of Directors at any annual meeting of
stockholders.


 


3.               An annual cash retainer(1) for Board
committee service as follows:


 


	
  Position

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Chair of the Audit
  Committee

  	
   

  	
  $

  	
  24,000

  	
   

  
	
  Other Members of the
  Audit Committee

  	
   

  	
  $

  	
  12,000

  	
   

  
	
  Chair of the
  Compensation Committee

  	
   

  	
  $

  	
  20,000

  	
   

  
	
  Other Members of the
  Compensation Committee

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Chair of the Industry
  Relations Committee

  	
   

  	
  $

  	
  20,000

  	
   

  
	
  Other Members of the
  Industry Relations Committee

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Chair of the Nominating
  and Corporate Governance Committee

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Other Members of the
  Nominating and Corporate Governance Committee

  	
   

  	
  $

  	
  5,000

  	
   

  



 


4.               For each non-employee director who first
joins the Board on or after January 1, 2011, an initial grant of $30,000
of the Company’s common stock (“Initial Equity Grant”), effective as of the
date on which such non-employee director first joins the Board.(3)


 


5.               $1,000 per meeting for each meeting of a
special committee authorized by the Company’s Board of Directors.


 






	
  (1)

  	
  All cash retainer fees shall be paid quarterly in
  advance at the beginning of each quarter. Non-employee directors may
  voluntarily elect to be paid all or a portion of Board/Committee retainers in
  the Company’s common stock, in which case the number of shares to be issued
  will be based upon the closing price of the Company’s common stock on the New
  York Stock Exchange (or other applicable exchange or quotation system) on the
  last day of the applicable quarter, or the next trading day if the Company’s
  common stock is not traded on the last date of the quarter; provided, however, that the Company will
  not issue fractional shares. Shares of common stock issued in lieu of cash
  retainers will be issued in the month immediately succeeding the end of the
  quarter. Example:
  If the non-employee director elects to receive $22,000 in quarterly retainers
  in the Company’s common stock and the closing price of the Company’s common
  stock on the last day of the quarter is $7.00 per share, the non-employee
  director would receive 3,142 shares of the Company’s common stock ($22,000
  divided by $7.00 per share = 3,142.86 shares, with any and all fractional
  shares disregarded).

  
	
   

  	
   

  
	
  (2)

  	
  The Annual Equity Grant shall vest immediately upon
  issuance and shall be issued to each non-employee director who is elected to
  the Board at any annual meeting of the Company’s stockholders held after
  January 1, 2011. The number of shares to be issued shall be based upon
  the closing price of the Company’s common stock on the New York Stock Exchange
  (or other applicable exchange or quotation system) on the date of each annual
  meeting stockholder meeting (the “Meeting Date”), or the next trading day if
  the Company’s common stock is not traded on the Meeting Date; provided, however, that the Company will
  not issue fractional shares. See Example in footnote 1.

  
	
   

  	
   

  
	
  (3)

  	
  The Initial Equity Grant shall vest over three equal
  annual installments beginning on the first anniversary of the date of grant.
  The number of shares to be issued shall be based upon the closing price of
  the Company’s common stock on the New York Stock Exchange (or other
  applicable exchange or quotation system) on the date of the non-employee’s
  initial appointment or election to the Board (the “Appointment Date”), or the
  next trading day if the Company’s common stock is not traded on the
  Appointment Date; provided, however, that
  the Company will not issue fractional shares of the Company’s common stock.
  See Example in
  footnote 1.

  



 

















 


B.            Stock Ownership Guidelines


 


1.               Guidelines. 
The Board of Directors believes that non-employee directors should own
and hold common stock of the Company to further align their interests and
actions with the interests of the Company’s stockholders.  Under the Company’s Stock Ownership
Guidelines, non-employee directors will be required to own at least 30,000
shares or $100,000 worth of the Company’s common stock effective as of the
later of: (i) December 31, 2015; or (ii) the end of the fifth
full year after the non-employee director was first elected or appointed to the
Company’s Board of Directors.  In the
case of a stock split, reverse stock split, stock dividend or other similar
change in the Company’s capitalization, the Nominating and Corporate Governance
Committee will evaluate whether to adjust the Stock Ownership Guidelines.


 


2.               Eligible Stock. 
Stock that counts toward the satisfaction of these Stock Ownership
Guidelines includes: (i) stock acquired pursuant to the Company’s 2004
Omnibus Equity Plan; (ii) stock purchased in an open market or private
transaction; and (iii) stock beneficially owned in a trust, by a spouse
and/or minor children.


 


3.               Exceptions. 
There may be instances where these Stock Ownership Guidelines would
place a severe hardship on a non-employee director.  In such instances,
the Nominating and Corporate Governance Committee will make the final decision
as to developing an alternative stock ownership guideline for the non-employee
director that reflects both the intention of these Stock Ownership Guidelines
and the personal circumstances of the non-employee director.