Exhibit

  10.6


  





 




 




EMPLOYMENT

AGREEMENT




 




 




THIS EMPLOYMENT AGREEMENT

(the “Agreement”) is made and entered into effective as of the 29th

day of August, 2002, by and between CompuCredit Corporation, a Georgia

corporation (“CompuCredit”), and J.Paul

Whitehead III, an individual resident of the State of Georgia

(“Employee”).




 




 




W  I  T  N  E  S  S  E

T  H:




 




WHEREAS, in consideration

of, among other things, CompuCredit’s hiring and appointing Employee to the

position of Chief Financial Officer, Employee has agreed to devote his full

working time to the business efforts of CompuCredit; and




 




WHEREAS, the parties

hereto desire to set forth in this Agreement the terms and conditions of

Employee’s employment with CompuCredit;




 




NOW, THEREFORE, for and

in consideration of the Employee’s employment with CompuCredit and the premises

and the mutual covenants and agreements contained herein, and other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, CompuCredit and Employee hereby agree as follows:




 




1.             Relationship Established.  Upon the terms and subject to the conditions

of this Agreement, CompuCredit hereby employs Employee to serve as the Chief

Financial Officer of CompuCredit, and, as such, Employee shall direct and

manage the financial affairs of CompuCredit and shall have such other executive

level powers and duties as shall be otherwise conferred on him by CompuCredit’s

Board of Directors or Chief Executive Officer consistent with those generally

associated with that position (collectively, the “Services”).  Employee shall perform the Services at the

direction of CompuCredit’s Chief Executive Officer.  Employee hereby agrees to devote 100% of his business time,

attention, energy and skill exclusively to performing his obligations and duties

hereunder and to engage in no business activities other than the performance of

his obligations and duties hereunder, except for those specific activities as

the Chief Executive Officer or Board of Directors of CompuCredit shall approve

in advance in writing; provided, however, that nothing herein contained shall

restrict or prevent Employee from personally and for his own account owning and

dealing in stocks, bonds, securities, real estate, commodities, or other

investment properties for his own benefit or the benefit of his family.  Further, nothing herein contained shall

restrict or prevent Employee from serving on the Board of Directors of a

non-profit entity or any entity that the Chief Executive Officer approves of in

writing.      Employee shall perform his obligations and duties hereunder

diligently, faithfully and to the best of his abilities and, in doing so, shall

comply with applicable CompuCredit policies and procedures.  If there is any conflict between such

policies and procedures and this Agreement, this Agreement shall control.





























 




2.             Term; Termination.




 




2.1           Term of Employment.  The term of Employee’s employment under this

Agreement shall commence on the 16th day of October 2002 and shall

continue for an initial term (the “Initial Term”) of three (3) years from that

date, unless sooner terminated in accordance with Section 2.2.  Upon expiration of the Initial Term,

Employee’s term of employment shall be automatically extended month by month

upon the same terms and conditions contained herein until terminated in

accordance with Section 2.2.  The

Initial Term and any additional period of time Employee is employed by

CompuCredit thereafter shall be collectively referred to as the “Term.”




 




2.2           Termination of Employment.




 




                                (a)           This Agreement shall automatically

and immediately terminate upon the death of Employee.




 




                                (b)           Either party may terminate this

Agreement upon the Complete Disability of Employee. “Complete Disability”, as

used herein, shall mean the inability of Employee by reason of any physical or

mental impairment to perform fully and effectively, as determined in the

reasonable judgment of a competent physician selected in good faith by

CompuCredit, the Services on a full time basis for an aggregate of 90 days in

any period of 180 consecutive days.




 




                                (c)           In addition to any other

rights or remedies available to CompuCredit, CompuCredit may, in its sole

discretion, terminate Employee’s employment for Cause effective immediately

upon delivery of written notice to Employee. 

In this Agreement, “Cause” means the reasonable, good faith

determination of a majority of the members of CompuCredit’s Board of Directors

that:




 




                                                                                                                (i)            (A) Employee has committed an act constituting fraud,

deceit or intentional material misrepresentation with respect to CompuCredit or

any client, customer or supplier of CompuCredit; (B) Employee has embezzled

funds or assets from CompuCredit or any client or customer of CompuCredit;

(C) Employee has engaged in willful misconduct or gross negligence in the

performance of the Services; (D) Employee has failed to comply in a material

way with any of the terms of Section 1 or Section 9 hereof;




 




                                                                                                                (ii)           Employee has breached or defaulted in the performance of

any other material provision of this Agreement and has not cured such breach or

default to CompuCredit’s reasonable satisfaction within thirty (30) days after

receiving notice thereof; or




 




                                                                                                                (iii)          Employee’s conduct is materially detrimental to the

reputation of CompuCredit which Employee has not cured (if such conduct is curable

in 




 




 




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Employer’s reasonable opinion) to CompuCredit’s reasonable satisfaction

within ten (10) days after receiving notice thereof.




 




                                (d)           In addition to any other rights or

remedies available to Employee, Employee may, in its sole discretion, terminate

Employee’s employment for Good Reason effective immediately upon delivery of

written notice to CompuCredit.  In this

Agreement, “Good Reason” shall mean the

occurrence of any one of the following events:




 




                (i)            The nature, extent and amount of

coverage under CompuCredit’s Directors and Officers, Errors and Omissions

insurance policy decreases to a level that is below what would be reasonable

and customary (other than due to the actions of Employee), provided however,

that such coverage shall not be below a minimum threshold of $25,000,000;




 




                (ii)           Employee’s status or role within

CompuCredit is demoted in any of the following ways:




 




                                                                (A)          Employee no longer maintains the title

of Chief Financial Officer of CompuCredit;




 




                (B)           Employee retains the title of Chief Financial Officer but

is not held out by CompuCredit either internally and/or externally as the

principal or chief financial officer of CompuCredit responsible for the

financial matters of CompuCredit;




 




                (C)           a material diminution in the scope and nature of

Employee’s duties and responsibilities or the assignment of duties and

responsibilities inconsistent with those generally associated with the chief

financial officer position;




 




                (D)          Employee no longer reports directly to

the Chief Executive Officer of CompuCredit; or




 




                (E)           a reduction by CompuCredit of

Employee’s base annual salary, incentive compensation or a material reduction

of Employee’s benefits (taken as a whole) as in effect immediately prior to

such reduction.




 




                (iii)          CompuCredit’s requirement that

Employee be based anywhere other than Metropolitan Atlanta, Georgia.  CompuCredit shall be deemed to have required

Employee to be based somewhere other than Metropolitan Atlanta, Georgia if the

Employee is required to spend more than two days per week on a regular basis at

a business location not within the Atlanta, Georgia metropolitan area.




 




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                (iv)          the failure of a successor of

CompuCredit to assume in writing this Agreement contemporaneously to becoming a

successor of CompuCredit; or




 




                (v)           CompuCredit has breached or defaulted in the

performance of any material provision of this Agreement and has not cured such

breach or default to Employee’s reasonable satisfaction within thirty (30) days

after receiving notice thereof.




 




                (e)           The

date on which Employee’s employment expires or terminates for any reason is

referred to herein as the “Termination Date.”




 




3.             Compensation.




 




(a)           During the Term,

CompuCredit shall pay Employee as compensation for the Services an annual

salary as set forth on Exhibit A hereto and incorporated herein by

reference.  Such compensation shall be

payable in substantially equal semi-monthly installments or in such other

installments or at such other intervals as may be the policy of CompuCredit

from time to time, and shall be subject to such deductions and withholdings as

are required by law or policies of CompuCredit in effect from time to time.  Employee’s salary per annum may from time to

time be increased but not decreased. 

CompuCredit shall review Employee’s compensation hereunder at least on

an annual basis.




 




(b)           CompuCredit shall

pay Employee a bonus equal to fifty thousand dollars ($50,000) on January 1,

2003.




 




(c)           On October 16, 2002,

CompuCredit shall grant to Employee an option to purchase

one-hundred-and-seventy-five thousand (175,000) shares of CompuCredit’s common

stock under CompuCredit’s 2000 Stock Option Plan at a price equal to the fair

market value of CompuCredit’s common stock on that date.  Also, as bonus compensation pursuant to

goals to be mutually established annually in advance between CompuCredit and

Employee, CompuCredit may grant to Employee on each of the dates of

October 15, 2003, 2004, and 2005, options, each of which will be to purchase up

to fifteen thousand (15,000)  shares of

CompuCredit’s common stock under CompuCredit’s 2000 Stock Option Plan at a

price equal to the fair market value of CompuCredit’s common stock on the

effective date of each such option grant. 

Each such granted option shall vest in equal one-third (1/3) increments

on each of the first three (3) anniversaries of its grant date provided that on

each respective vesting date Employee is an employee of CompuCredit.  Each option shall be evidenced by a written

stock option agreement in CompuCredit’s customary form, and each option shall

terminate on the 5th anniversary of its issuance.




 




(d)           Notwithstanding

anything to the contrary herein, if this Agreement is terminated by CompuCredit

for Cause, or terminates as a result of the death of Employee, CompuCredit

shall be released of its obligation to pay further compensation or benefits to

Employee as set forth in this Agreement; provided, however, that

Employee shall be entitled to 




 




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receive

(i) any salary already earned under Section 3(a) above, and (ii) a portion of

any previously agreed upon bonus (prorated based upon full months worked by

Employee) for any fiscal year in which Employee worked for CompuCredit for at

least six (6) months; and provided, further, that in the case of

death, Employee’s estate shall have six (6) months to exercise any then vested

stock options or similar rights.




 




(e)           If this Agreement

terminates as a result of the Complete Disability of Employee, CompuCredit

shall be released of its obligation to pay further compensation or benefits to

Employee as set forth in this Agreement; provided, however, that

Employee shall be entitled to receive (i) his salary under Section 3(a) above

for a period of three (3) months, (ii) a portion of any previously agreed upon

bonus (pro rated based upon full months worked by Employee) for any fiscal year

in which Employee worked for CompuCredit for at least six (6) months and (iii) the

ability to exercise any then vested options for a period of six (6) months

after the Termination Date.




 




(f)            Notwithstanding

anything to the contrary herein, if CompuCredit terminates this Agreement or

Employee’s employment for any reason other than for Cause or if Employee

terminates this Agreement or resigns for Good Reason, Employee shall be

entitled to receive (i) his then current base salary for the greater of the

remainder of the Initial Term or, twelve (12) months from the Termination Date

plus (ii) an amount equal to the largest cash bonus received by Employee prior

to the Termination Date.  The Employee

shall not be obligated in any way to mitigate CompuCredit’s obligations to him

under this Section and any amounts earned by Employee subsequent to his

termination of employment shall not serve as an offset to the severance

payments due him by CompuCredit under this Section.  Further, Employee shall be deemed to be One Hundred Percent

(100%) vested in all stock option and benefit plans maintained by CompuCredit,

and shall have up to one year after the Termination Date to exercise any stock

option or other similar equity-based compensation arrangements.  Payments under this Section are in addition

to and not in lieu of any benefits under the other benefit programs of

CompuCredit.  Without limiting the

foregoing, to the extent permitted by law, the Company shall continue the

medical, disability and life insurance benefits which Executive was receiving

at the time of termination for a period of twenty-four (24) months after

termination of employment or, if earlier, until Employee has commenced

employment elsewhere and becomes eligible for participation in the medical,

disability and life insurance programs, if any, of his successor employer.  Coverage under CompuCredit’s medical,

disability and life insurance programs shall cease with respect to each such

program as Employee becomes eligible for the medical, disability and life

insurance programs, if any, of his successor employer.  CompuCredit shall thereafter have no other

obligation or liability to Employee under this Agreement.




 




4.             Vacation.  Employee shall be entitled to such number of

weeks of paid vacation in each calendar year of the Term as is provided in, and

in accordance with, CompuCredit’s policies in effect from time to time for

management employees.




 




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5.             Benefits.  Employee and, as applicable, Employee’s

family, shall also have the right to participate in any employee benefit plans

or other fringe benefits adopted by CompuCredit for its officers and/or other

key management employees or as a part of CompuCredit’s regular compensation

structure for its employees, including plans (to the extent offered) providing

group hospitalization, medical, dental, accidental death and disability and

long–term disability income replacement insurance benefits and any

retirement income,  capital

accumulation, deferred compensation and incentive compensation plans, but only

if and to the extent provided from time to time in such executive benefits

plans and for so long as CompuCredit provides or offers such benefit

plans.  Notwithstanding the foregoing,

the Employee acknowledges that the options that may be granted pursuant to

Section 3 hereof, if actually granted, are in lieu of any options or other

stock based compensation until October 16, 2005.




 




6.             Reimbursement

for Expenses.  CompuCredit shall

reimburse Employee for reasonable out-of-pocket expenses incurred by Employee

in connection with the performance of the Services hereunder for travel,

entertainment and other miscellaneous expenses to the extent such expenses are

consistent with CompuCredit’s reimbursement policy as the same shall be in

effect from time to time.  Additionally,

CompuCredit shall reimburse Employee for reasonable out-of-pocket expenses

incurred by Employee associated with Employee’s efforts to maintain those

continuing professional education requirements of his license in the State of

Georgia to practice as a Certified Public Accountant, as well as those

professional association dues, licensure fees, and business license payments

incurred by Employee in connection with his status as a Certified Public

Accountant.  Reimbursement shall be made

only against an itemized list of such expenses submitted to CompuCredit by

Employee within thirty (30) days after being incurred, and, to the extent

requested by CompuCredit, receipts and invoices evidencing such expenses.




 




7.             Confidentiality.




 




(a)           Proprietary Information.  Employee acknowledges that as an employee of

CompuCredit, he may from time to time have access to and be provided with trade

secrets (as defined under applicable law), and other confidential, secret and

proprietary information including without limitation, financial statements or

information, technical or nontechnical data, formulae, compilations, programs,

methods, data, financial plans, models, product plans, marketing or sales

strategies, portfolio information, or lists of actual or potential borrowers,

loan program participants or other customers not generally available to the

public concerning any aspect of the products, services or businesses of

CompuCredit, its affiliates, or its and their officers, directors, employees,

advisers, agents or other personnel (collectively, “Proprietary

Information”).  Employee agrees that he

will not, directly or indirectly, disclose, publish, disseminate or use any

confidential information except in connection with the performance of the

Services.  If disclosure of any

Confidential Information is required by law, a court or agency of the

government, then Employee may make such disclosure after providing CompuCredit

with reasonable notice, to the extent that providing such notice to CompuCredit

is legally permissible, so that CompuCredit may seek protective relief.




 




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(b)           Notwithstanding  the

provisions of Section 7(a) above, the following shall not be considered to

be Proprietary information: 

(i) any information that was in the public domain through no fault

or act of Employee prior to the disclosure thereof to Employee; (ii) any

information that came to Employee during any employment prior to that with

CompuCredit; (iii) any information that comes into the public domain through no

fault or act of Employee; and (iv) any confidential business information

that is not a trade secret on and after the three (3) year anniversary of the

Termination Date; provided, however, that the limited duration of the

confidentiality obligation with regard to Proprietary Information not

constituting a trade secret shall not operate or be construed as affording

Employee any right or license thereafter to use Proprietary Information, or as

a waiver by CompuCredit of the rights and benefits otherwise available to

CompuCredit under the laws governing the protection and enforceability of

patents, trade secrets and other intellectual property.




 




(c)           Return of Materials.  On or before the Termination Date, or when

otherwise requested by CompuCredit, Employee will deliver promptly to CompuCredit

all Proprietary Information and all other files, customer lists, management

reports, drawings, memoranda, forms, financial data and reports and other

materials or documents and equipment provided to, or obtained or created by

Employee in connection with the Services (including all copies of the

foregoing, and including all notes, records and other materials of or relating

to CompuCredit or their respective customers) in his possession or control and

shall destroy all other Proprietary Information in his possession.




 




8.             Transfer and Assignment to

CompuCredit.




 




                                (a)           To the greatest extent possible, any

Work Product will be “work made for hire” (as defined in the Copyright Act, 17

U.S.C.A. § 101 et  seq., as amended) and owned exclusively by

CompuCredit. In this Agreement, “Work Product” means work product, property,

data, documentation, “know-how,” concepts, plans, inventions, improvements,

techniques, processes or information of any kind, prepared, conceived,

discovered, developed or created by Employee while employed by

CompuCredit.  Employee hereby

unconditionally and irrevocably transfers and assigns to CompuCredit all right,

title and interest Employee has or will have, by operation of law or otherwise,

in or to any Work Product, including, without limitation, all patents,

copyrights, trademarks, service marks, trade secrets and other intellectual

property rights.  Employee agrees to

execute and deliver to CompuCredit any transfers or other instruments which CompuCredit

may deem necessary or appropriate to vest complete title and ownership of any

Work Product, and all rights therein, exclusively in CompuCredit.




 




(b)           Power of Attorney.  Employee hereby irrevocably constitutes and

appoints CompuCredit as his agent and attorney-in-fact, with full power of

substitution, in the name, place and stead of Employee, to execute and deliver

any and all assignments or other instruments described in Section 8(a)

above that Employee fails or refuses promptly to execute and deliver.  The foregoing power and agency are coupled

with an interest and are irrevocable.




 




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9.             Covenant Against

Competition.




 




(a)           Employee acknowledges that the Proprietary Information

that he has acquired and will acquire, prior to and during the Term, includes

and will include information that could be used by Employee on behalf of a

Competitor (as hereinafter defined), its affiliates or others to the

substantial detriment of CompuCredit. 

Moreover, the parties recognize that Employee during the course of his

employment with CompuCredit will develop important relationships with

customers, suppliers and others having valuable business relationships with

CompuCredit. In view of the foregoing, Employee acknowledges and agrees that

the restrictive covenants contained in this Agreement are reasonably necessary

to protect CompuCredit’s legitimate business interests and goodwill.




 




(b)                                 Definitions.




 




(i)            “Competitive Position”- (A)

the direct or indirect equity ownership (excluding ownership of less than 2% of

the equity of an Entity listed on a major U.S. exchange or traded on a NASDAQ

over-the-counter market) or control of all or any portion of a “Competitor” (as

hereinafter defined), or (B) any employment, consulting, partnership, advisory,

directorship, agency, promotional or independent contractor arrangement between

Employee and any Competitor.




 




(ii)           “Competitor”- Any Entity that

provides services substantially similar to the Company Services and the

revenues and assets from which represent more than 20% of the revenues or

assets of such Entity, respectively.




 




(iii)          “Customers”- All Persons within

the Territory during the one-year period prior to the Termination Date

(A) to whom Employee offered or sold any of the CompuCredit’s products or

services (including, without limitation, any opportunity to participate in any

loan program established by CompuCredit), (B) to whom were offered or sold

any of CompuCredit’s products or services or about whom Employee had

Proprietary Information, (C) who were approached by CompuCredit with

regard to a product, or (D) who were identified as potential customers by

CompuCredit’s models or processes.




 




(iv)          “Company Services”- (A)

purchasing, holding, and selling credit card and home equity loans (purchased,

held or sold by CompuCredit), or portfolios thereof, or both, (B) providing

credit card or home equity loan servicing services or (C) engaging in the

business of making credit card and home equity loans to consumers.




 




(v)           “Territory”- The United

States, which is the territory within which customers and accounts of

CompuCredit will be located and where Employee will provide Services during the

term of his employment under this Agreement.




 




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(c)           Covenants of Employee.  In consideration of Employee’s employment by CompuCredit upon the

terms and conditions of this Agreement, and based on and subject to the

provisions set forth in Section 9(a) above, Employee agrees that, during the

Term and for a period of one (1) year from and after the termination of

Employee’s employment hereunder for Cause or without Good Reason, Employee will

not, without the prior written consent of CompuCredit, directly or indirectly

for or on behalf of any Person other than CompuCredit, as principal, agent or

otherwise:




 




(i)            take any action in furtherance of a

Competitive Position; or




 




(ii)           solicit Customers for the purpose of

providing services competitive with any of the Company Services; or




 




(iii)          solicit or induce (or attempt to do

so) to leave employment with CompuCredit anyone who is or was, during the last

year of Employee’s relationship with CompuCredit, an employee of CompuCredit or

an affiliated entity.




 




(d)           Employee hereby represents and warrants to CompuCredit

that he is not now a party to any agreement, court order, decree or other

restriction which restricts him from using or disclosing to any party any

information deemed to be proprietary or confidential or deemed to be a trade

secret, of which in any way restricts Employee from engaging in or rendering

any of the Services.




 




                10.           Restrictions Upon Sale of Shares.  In further consideration of the terms of

employment granted herein by CompuCredit to Employee, Employee hereby agrees

that in selling any CompuCredit shares of common stock during the Term, he will

advise CompuCredit in advance of such sales and will use reasonable efforts to

effect such sales so as to minimize any adverse consequences to transactions

proposed by CompuCredit which involve its common stock.




 




11.           Certain Covenant If CompuCredit Goes Private.  If at any time prior to the “Exercise Date”

(as defined in Employee’s option agreement with respect to the stock options

granted to him pursuant to Section 3(c) hereof) CompuCredit becomes a “private”

company (which, for purposes hereof, means a company whose shares of common

stock are no longer traded on a national securities exchange or quoted on the

NASDAQ National Market System and are owned of record by not more than 100

shareholders) while still being controlled by Frank J. Hanna III and David G.

Hanna, all as-of-yet unvested stock options held by Employee shall be treated

as becoming immediately vested and exercised, with a corresponding sale of all

underlying shares of common stock concurrently with and in the going-private transaction.  Pursuant to this deemed vesting and exercise

of the stock options and deemed sale of all underlying shares concurrently with

and in the going-private transaction, the unvested stock option agreements will

be cancelled, and all proceeds associated with the deemed sale of the

underlying shares shall be placed in an interest-bearing escrow account held

under the control of 




 




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CompuCredit for the benefit of Employee.  All such proceeds and earnings thereon shall

be subject to restrictions and a substantial risk of forfeiture until Employee

would have otherwise become vested in the stock options absent the

going-private transaction under their original vesting schedule or pursuant to

any other applicable provisions of this Agreement.  On each original vesting schedule date for which Employee

continues to be an employee, CompuCredit shall remit to Employee the applicable

pro-rata portion of the proceeds and earnings in the escrow account that

corresponds with the portion of those shares that would be vested versus

unvested under the original vesting schedule. 

The entire escrow account balance including all proceeds and earnings

thereon will be delivered immediately to Employee if his employment is terminated

without Cause or with Good Reason prior to the original vesting dates, which

delivery will be in addition to any other benefits or severance payments due to

Employee.  CompuCredit further covenants

that if a going-private transaction predates any of the scheduled bonus stock

option grants set forth in Section 3(c) hereof, Employee at his option can

elect to have the scheduled bonus stock option grants replaced with cash bonus

consideration of $100,000 per scheduled bonus grant.




 




12.           Indemnification. 

In the event that the Employee is or becomes a party to or witness or

other participant in, or is threatened to be made a party to or witness or

other participant in, a “claim” by reason of (or arising in part out of) an

“indemnifiable event,” CompuCredit shall indemnify Employee to the full extent

authorized or permitted by law as soon as practicable after written demand is

presented to CompuCredit, against any and all “expenses,” judgments, fines,

penalties, and amounts paid in settlement (including interest, assessments and

other charges paid or payable in connection with or in respect of such

Expenses, judgments, fines or settlement) of such claim, provided that

CompuCredit shall be obligated to indemnify only for settlements that it has

approved in advance, which approval shall not be unreasonable withheld.  For these purposes, (i) a “claim” shall

include any threatened, pending or completed action, suit or proceeding, or any

inquiry or investigation, whether instituted by or in the right of CompuCredit or

any other party, which Employee believes in good faith might lead to the

institution of any such action, suit or proceeding, whether civil,

administrative, investigative or other, arising in connection with an

indemnifiable event, (ii) “expenses” includes attorneys’ fees and all other

costs, expenses and obligations paid or incurred in connection with

investigation, defending, being a witness in or participating in (including an

appeal), or preparing to defend, be a witness in or participate in any Claim

relating to an indemnifiable event, provided that any attorney representing

Employee shall cooperate fully with CompuCredit and its attorneys in order to

minimize the duplication of expenses; and (iii) an “indemnifiable event” means

any event or occurrence related to the fact the Employee is or was an executive

officer of CompuCredit, or is or was serving at the request of CompuCredit as a

director, officer, or trustee of another corporation, trust or other

enterprise, or by anything done or not done by employee in such capacity.




 




13.           Interpretation; Severability.  All rights and restrictions contained in

this Agreement may be exercised and shall be applicable and binding only to the

extent that they do not violate any applicable laws and are intended to be

limited to the extent necessary so that they will not render this Agreement

illegal, invalid or unenforceable. It is understood and agreed that 




 




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the provisions hereof are severable; if such

provisions shall be deemed invalid or unenforceable as to any period of time,

territory, or business activity, such provisions shall be deemed limited to the

extent necessary to render it valid and enforceable, and the unenforceability

of any provisions hereof shall not in any event cause any other provision

hereof to be unenforceable. No provision of this Agreement shall be construed

against or interpreted to the disadvantage of any party hereto by any court or

other governmental or judicial authority by reason of such party having or

being deemed to have structured or dictated such provision.




 




14.           Relief.  In

the event of any threatened or actual breach of the provisions of this

Agreement by either party, the other party shall be entitled to injunctive

relief in addition to any other remedies it may have at law or in equity.




 




15.           Nonwaiver. 

Failure of either party to insist, in one or more instances, on

performance by the other in strict accordance with the terms and conditions of

this Agreement shall not be deemed a waiver or relinquishment of any right

granted hereunder or of the future performance of any such term or condition or

of any other term or condition of this Agreement, unless such waiver is

contained in a writing signed by or on behalf of both parties.




 




16.           Notices. 

Any notice or other communication required or permitted hereunder shall

be deemed sufficiently given if delivered by hand or sent by registered or

certified mail, return receipt requested, postage and fees prepaid, addressed

to the party to be notified as follows:




 




	

  (a)


  	

   


  	

  If

  to CompuCredit:


  	

   


  	

  CompuCredit

  Corporation


  
	

   


  	

   


  	

   


  	

   


  	

  245 Perimeter Center

  Parkway, Suite 600


  
	

   


  	

   


  	

   


  	

   


  	

  Atlanta, GA  30346


  
	

   


  	

   


  	

   


  	

   


  	

  Attn: David G. Hanna


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (b)


  	

   


  	

  If to Employee:


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  





 




or in each case to such other address as either

party may from time to time designate in writing to the other. Such notice or

communication shall be deemed to have been given as of the date so delivered or

five (5) days after the date so mailed.




 




17.           Governing Law. 

This Agreement shall be governed by and construed and enforced in

accordance with the laws of the State of Georgia.




 




18.           Entire Agreement; Amendment.  This Agreement contains the sole and entire

agreement between the parties hereto with respect to CompuCredit’s employment

of Employee and supersedes all prior discussions and agreements between the

parties relating to such employment, and any such prior agreements shall, from

and after the date hereof, be null and void. Employee is a sophisticated

business person and has received such documents and other 




 




11





























 




information as he has deemed necessary to

make his own independent judgment as to the merits of this Agreement and the

remuneration that he will receive as a result hereof; further, it is hereby

agreed by Employee that neither CompuCredit nor any affiliated entities have

made any representation to Employee other than those specifically set forth in

this Agreement. This Agreement shall not be modified or amended except by an

instrument in writing signed by or on behalf of the parties hereto.  Furthermore, if any portion of this

Agreement conflicts with any future agreement signed between CompuCredit and

Employee, this Agreement shall control unless such future agreement clearly

specifies that it is intended to supercede all or a specific provision of this

Agreement.




 




19.           Parties Benefited. 

This Agreement shall inure to the benefit of, and be binding upon

Employee, CompuCredit, and its respective heirs, legal representatives,

successors and assigns; provided that, as to Employee, this is a personal

service contract and Employee may not assign this Agreement or any part hereof.




 




20.           Tax Consequences. 

CompuCredit shall have no obligation to Employee with respect to any tax

obligation Employee incurs as a result of or attributable to this Agreement,

including all supplemental agreements and employee benefit plans, if any, in

which Employee may hereafter participate, or arising from any payments made or

to be made hereunder or thereunder.




 




21.           Counterparts. 

This Agreement may be executed in counterparts, each of which shall for

all purposes be deemed an original, and all of such counterparts shall together

constitute one and the same agreement.




 




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IN WITNESS WHEREOF, the

parties hereto have executed this Agreement as of the date first above written.




 




 




	

   


  	

   


  	

  COMPUCREDIT CORPORATION


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  David G. Hanna, Chief

  Executive Officer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  J.Paul Whitehead III


  





 




 




13





























 




Exhibit

A




 




 




 




	

  Salary per annum 


  	

   


  	

  $


  	

  300,000