| **Exhibit  10.6** |
|-------------------|

** **

** **

**EMPLOYMENTAGREEMENT**

 

 

THIS EMPLOYMENT AGREEMENT(the “Agreement”) is made and entered into effective as of the 29thday of August, 2002, by and between **CompuCredit Corporation**, a Georgiacorporation (“CompuCredit”), and **J.PaulWhitehead III**, an individual resident of the State of Georgia(“Employee”).

 

 

**W****ITNESSETH:**

 

WHEREAS, in considerationof, among other things, CompuCredit’s hiring and appointing Employee to theposition of Chief Financial Officer, Employee has agreed to devote his fullworking time to the business efforts of CompuCredit; and

 

WHEREAS, the partieshereto desire to set forth in this Agreement the terms and conditions ofEmployee’s employment with CompuCredit;

 

NOW, THEREFORE, for andin consideration of the Employee’s employment with CompuCredit and the premisesand the mutual covenants and agreements contained herein, and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, CompuCredit and Employee hereby agree as follows:

 

1.             Relationship Established.  Upon the terms and subject to the conditionsof this Agreement, CompuCredit hereby employs Employee to serve as the ChiefFinancial Officer of CompuCredit, and, as such, Employee shall direct andmanage the financial affairs of CompuCredit and shall have such other executivelevel powers and duties as shall be otherwise conferred on him by CompuCredit’sBoard of Directors or Chief Executive Officer consistent with those generallyassociated with that position (collectively, the “Services”).  Employee shall perform the Services at thedirection 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 dutieshereunder and to engage in no business activities other than the performance ofhis obligations and duties hereunder, except for those specific activities asthe Chief Executive Officer or Board of Directors of CompuCredit shall approvein advance in writing; provided, however, that nothing herein contained shallrestrict or prevent Employee from personally and for his own account owning anddealing in stocks, bonds, securities, real estate, commodities, or otherinvestment properties for his own benefit or the benefit of his family.  Further, nothing herein contained shallrestrict or prevent Employee from serving on the Board of Directors of anon-profit entity or any entity that the Chief Executive Officer approves of inwriting.  ** ** ** ** Employee shall perform his obligations and duties hereunderdiligently, faithfully and to the best of his abilities and, in doing so, shallcomply with applicable CompuCredit policies and procedures.  If there is any conflict between suchpolicies and procedures and this Agreement, this Agreement shall control.

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2.             Term; Termination.

 

2.1           Term of Employment.  The term of Employee’s employment under thisAgreement shall commence on the 16th day of October 2002 and shallcontinue for an initial term (the “Initial Term”) of three (3) years from thatdate, 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 monthupon the same terms and conditions contained herein until terminated inaccordance with Section 2.2.  TheInitial Term and any additional period of time Employee is employed byCompuCredit thereafter shall be collectively referred to as the “Term.”

 

2.2           Termination of Employment.

 

                                (a)           This Agreement shall automaticallyand immediately terminate upon the death of Employee.

 

                                (b)           Either party may terminate thisAgreement upon the Complete Disability of Employee. “Complete Disability”, asused herein, shall mean the inability of Employee by reason of any physical ormental impairment to perform fully and effectively, as determined in thereasonable judgment of a competent physician selected in good faith byCompuCredit, the Services on a full time basis for an aggregate of 90 days inany period of 180 consecutive days.

 

                                (c)**          **In addition to any otherrights or remedies available to CompuCredit, CompuCredit may, in its solediscretion, terminate Employee’s employment for Cause effective immediatelyupon delivery of written notice to Employee. In this Agreement, “Cause” means the reasonable, good faithdetermination of a majority of the members of CompuCredit’s Board of Directorsthat:

 

                                                                                                                (i)            (A) Employee has committed an act constituting fraud,deceit or intentional material misrepresentation with respect to CompuCredit orany client, customer or supplier of CompuCredit; (B) Employee has embezzledfunds or assets from CompuCredit or any client or customer of CompuCredit;(C) Employee has engaged in willful misconduct or gross negligence in theperformance of the Services; (D) Employee has failed to comply in a materialway with any of the terms of Section 1 or Section 9 hereof;

 

                                                                                                                (ii)           Employee has breached or defaulted in the performance ofany other material provision of this Agreement and has not cured such breach ordefault to CompuCredit’s reasonable satisfaction within thirty (30) days afterreceiving notice thereof; or

 

                                                                                                                (iii)          Employee’s conduct is materially detrimental to thereputation of CompuCredit which Employee has not cured (if such conduct is curablein 

 

 

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Employer’s reasonable opinion) to CompuCredit’s reasonable satisfactionwithin ten (10) days after receiving notice thereof.

 

                                (d)           In addition to any other rights orremedies available to Employee, Employee may, in its sole discretion, terminateEmployee’s employment for Good Reason effective immediately upon delivery ofwritten notice to CompuCredit.  In thisAgreement, “Good Reason” shall mean theoccurrence of any one of the following events:

 

                (i)            The nature, extent and amount ofcoverage under CompuCredit’s Directors and Officers, Errors and Omissionsinsurance policy decreases to a level that is below what would be reasonableand 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 withinCompuCredit is demoted in any of the following ways:

 

                                                                (A)          Employee no longer maintains the titleof Chief Financial Officer of CompuCredit;

 

                (B)           Employee retains the title of Chief Financial Officer butis not held out by CompuCredit either internally and/or externally as theprincipal or chief financial officer of CompuCredit responsible for thefinancial matters of CompuCredit;

 

                (C)           a material diminution in the scope and nature ofEmployee’s duties and responsibilities or the assignment of duties andresponsibilities inconsistent with those generally associated with the chieffinancial officer position;

 

                (D)          Employee no longer reports directly tothe Chief Executive Officer of CompuCredit; or

 

                (E)           a reduction by CompuCredit ofEmployee’s base annual salary, incentive compensation or a material reductionof Employee’s benefits (taken as a whole) as in effect immediately prior tosuch reduction.

 

                (iii)          CompuCredit’s requirement thatEmployee be based anywhere other than Metropolitan Atlanta, Georgia.  CompuCredit shall be deemed to have requiredEmployee to be based somewhere other than Metropolitan Atlanta, Georgia if theEmployee is required to spend more than two days per week on a regular basis ata business location not within the Atlanta, Georgia metropolitan area.

 

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                (iv)          the failure of a successor ofCompuCredit to assume in writing this Agreement contemporaneously to becoming asuccessor of CompuCredit; or

 

                (v)           CompuCredit has breached or defaulted in theperformance of any material provision of this Agreement and has not cured suchbreach or default to Employee’s reasonable satisfaction within thirty (30) daysafter receiving notice thereof.

 

                (e)           Thedate on which Employee’s employment expires or terminates for any reason isreferred to herein as the “Termination Date.”

 

3.             Compensation.

 

(a)           During the Term,CompuCredit shall pay Employee as compensation for the Services an annualsalary as set forth on Exhibit A hereto and incorporated herein byreference.  Such compensation shall bepayable in substantially equal semi-monthly installments or in such otherinstallments or at such other intervals as may be the policy of CompuCreditfrom time to time, and shall be subject to such deductions and withholdings asare required by law or policies of CompuCredit in effect from time to time.  Employee’s salary per annum may from time totime be increased but not decreased. CompuCredit shall review Employee’s compensation hereunder at least onan annual basis.

 

(b)           CompuCredit shallpay 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 purchaseone-hundred-and-seventy-five thousand (175,000) shares of CompuCredit’s commonstock under CompuCredit’s 2000 Stock Option Plan at a price equal to the fairmarket value of CompuCredit’s common stock on that date.  Also, as bonus compensation pursuant togoals to be mutually established annually in advance between CompuCredit andEmployee, CompuCredit may grant to Employee on each of the dates ofOctober 15, 2003, 2004, and 2005, options, each of which will be to purchase upto fifteen thousand (15,000)  shares ofCompuCredit’s common stock under CompuCredit’s 2000 Stock Option Plan at aprice equal to the fair market value of CompuCredit’s common stock on theeffective date of each such option grant. Each such granted option shall vest in equal one-third (1/3) incrementson each of the first three (3) anniversaries of its grant date provided that oneach respective vesting date Employee is an employee of CompuCredit.  Each option shall be evidenced by a writtenstock option agreement in CompuCredit’s customary form, and each option shallterminate on the 5th anniversary of its issuance.

 

(d)           Notwithstandinganything to the contrary herein, if this Agreement is terminated by CompuCreditfor Cause, or terminates as a result of the death of Employee, CompuCreditshall be released of its obligation to pay further compensation or benefits toEmployee as set forth in this Agreement; provided, however, thatEmployee shall be entitled to 

 

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receive(i) any salary already earned under Section 3(a) above, and (ii) a portion ofany previously agreed upon bonus (prorated based upon full months worked byEmployee) for any fiscal year in which Employee worked for CompuCredit for atleast six (6) months; and provided, further, that in the case ofdeath, Employee’s estate shall have six (6) months to exercise any then vestedstock options or similar rights.

 

(e)           If this Agreementterminates as a result of the Complete Disability of Employee, CompuCreditshall be released of its obligation to pay further compensation or benefits toEmployee as set forth in this Agreement; provided, however, thatEmployee shall be entitled to receive (i) his salary under Section 3(a) abovefor a period of three (3) months, (ii) a portion of any previously agreed uponbonus (pro rated based upon full months worked by Employee) for any fiscal yearin which Employee worked for CompuCredit for at least six (6) months and (iii) theability to exercise any then vested options for a period of six (6) monthsafter the Termination Date.

 

(f)            Notwithstandinganything to the contrary herein, if CompuCredit terminates this Agreement orEmployee’s employment for any reason other than for Cause or if Employeeterminates this Agreement or resigns for Good Reason, Employee shall beentitled to receive (i) his then current base salary for the greater of theremainder of the Initial Term or, twelve (12) months from the Termination Dateplus (ii) an amount equal to the largest cash bonus received by Employee priorto the Termination Date.  The Employeeshall not be obligated in any way to mitigate CompuCredit’s obligations to himunder this Section and any amounts earned by Employee subsequent to histermination of employment shall not serve as an offset to the severancepayments 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 stockoption or other similar equity-based compensation arrangements.  Payments under this Section are in additionto and not in lieu of any benefits under the other benefit programs ofCompuCredit.  Without limiting theforegoing, to the extent permitted by law, the Company shall continue themedical, disability and life insurance benefits which Executive was receivingat the time of termination for a period of twenty-four (24) months aftertermination of employment or, if earlier, until Employee has commencedemployment 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 suchprogram as Employee becomes eligible for the medical, disability and lifeinsurance programs, if any, of his successor employer.  CompuCredit shall thereafter have no otherobligation or liability to Employee under this Agreement.

 

4.             Vacation.  Employee shall be entitled to such number ofweeks of paid vacation in each calendar year of the Term as is provided in, andin accordance with, CompuCredit’s policies in effect from time to time formanagement employees.

 

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5.             Benefits.  Employee and, as applicable, Employee’sfamily, shall also have the right to participate in any employee benefit plansor other fringe benefits adopted by CompuCredit for its officers and/or otherkey management employees or as a part of CompuCredit’s regular compensationstructure for its employees, including plans (to the extent offered) providinggroup hospitalization, medical, dental, accidental death and disability andlong–term disability income replacement insurance benefits and anyretirement income,  capitalaccumulation, deferred compensation and incentive compensation plans, but onlyif and to the extent provided from time to time in such executive benefitsplans and for so long as CompuCredit provides or offers such benefitplans.  Notwithstanding the foregoing,the Employee acknowledges that the options that may be granted pursuant toSection 3 hereof, if actually granted, are in lieu of any options or otherstock based compensation until October 16, 2005.

 

6.             Reimbursementfor Expenses.  CompuCredit shallreimburse Employee for reasonable out-of-pocket expenses incurred by Employeein connection with the performance of the Services hereunder for travel,entertainment and other miscellaneous expenses to the extent such expenses areconsistent with CompuCredit’s reimbursement policy as the same shall be ineffect from time to time.  Additionally,CompuCredit shall reimburse Employee for reasonable out-of-pocket expensesincurred by Employee associated with Employee’s efforts to maintain thosecontinuing professional education requirements of his license in the State ofGeorgia to practice as a Certified Public Accountant, as well as thoseprofessional association dues, licensure fees, and business license paymentsincurred by Employee in connection with his status as a Certified PublicAccountant.  Reimbursement shall be madeonly against an itemized list of such expenses submitted to CompuCredit byEmployee within thirty (30) days after being incurred, and, to the extentrequested by CompuCredit, receipts and invoices evidencing such expenses.

 

7.             Confidentiality.

 

(a)           Proprietary Information.  Employee acknowledges that as an employee ofCompuCredit, he may from time to time have access to and be provided with tradesecrets (as defined under applicable law), and other confidential, secret andproprietary information including without limitation, financial statements orinformation, technical or nontechnical data, formulae, compilations, programs,methods, data, financial plans, models, product plans, marketing or salesstrategies, portfolio information, or lists of actual or potential borrowers,loan program participants or other customers not generally available to thepublic concerning any aspect of the products, services or businesses ofCompuCredit, its affiliates, or its and their officers, directors, employees,advisers, agents or other personnel (collectively, “ProprietaryInformation”).  Employee agrees that hewill not, directly or indirectly, disclose, publish, disseminate or use anyconfidential information except in connection with the performance of theServices.  If disclosure of anyConfidential Information is required by law, a court or agency of thegovernment, then Employee may make such disclosure after providing CompuCreditwith reasonable notice, to the extent that providing such notice to CompuCreditis legally permissible, so that CompuCredit may seek protective relief.

 

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(b)**          **Notwithstanding****theprovisions of Section 7(a) above, the following shall not be considered tobe Proprietary information: (i) any information that was in the public domain through no faultor act of Employee prior to the disclosure thereof to Employee; (ii) anyinformation that came to Employee during any employment prior to that withCompuCredit; (iii) any information that comes into the public domain through nofault or act of Employee; and (iv) any confidential business informationthat is not a trade secret on and after the three (3) year anniversary of theTermination Date; provided, however, that the limited duration of theconfidentiality obligation with regard to Proprietary Information notconstituting a trade secret shall not operate or be construed as affordingEmployee any right or license thereafter to use Proprietary Information, or asa waiver by CompuCredit of the rights and benefits otherwise available toCompuCredit under the laws governing the protection and enforceability ofpatents, trade secrets and other intellectual property.

 

(c)           Return of Materials.  On or before the Termination Date, or whenotherwise requested by CompuCredit, Employee will deliver promptly to CompuCreditall Proprietary Information and all other files, customer lists, managementreports, drawings, memoranda, forms, financial data and reports and othermaterials or documents and equipment provided to, or obtained or created byEmployee in connection with the Services (including all copies of theforegoing, and including all notes, records and other materials of or relatingto CompuCredit or their respective customers) in his possession or control andshall destroy all other Proprietary Information in his possession.

 

8.             Transfer and Assignment toCompuCredit.

 

                                (a)           To the greatest extent possible, anyWork Product will be “work made for hire” (as defined in the Copyright Act, 17U.S.C.A. § 101 etseq., as amended) and owned exclusively byCompuCredit. 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 byCompuCredit.  Employee herebyunconditionally 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 intellectualproperty rights.  Employee agrees toexecute and deliver to CompuCredit any transfers or other instruments which CompuCreditmay deem necessary or appropriate to vest complete title and ownership of anyWork Product, and all rights therein, exclusively in CompuCredit.

 

(b)           Power of Attorney.  Employee hereby irrevocably constitutes andappoints CompuCredit as his agent and attorney-in-fact, with full power ofsubstitution, in the name, place and stead of Employee, to execute and deliverany 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 coupledwith an interest and are irrevocable.

 

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9.             Covenant AgainstCompetition.

 

(a)           Employee acknowledges that the Proprietary Informationthat he has acquired and will acquire, prior to and during the Term, includesand will include information that could be used by Employee on behalf of aCompetitor (as hereinafter defined), its affiliates or others to thesubstantial detriment of CompuCredit. Moreover, the parties recognize that Employee during the course of hisemployment with CompuCredit will develop important relationships withcustomers, suppliers and others having valuable business relationships withCompuCredit. In view of the foregoing, Employee acknowledges and agrees thatthe restrictive covenants contained in this Agreement are reasonably necessaryto 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% ofthe equity of an Entity listed on a major U.S. exchange or traded on a NASDAQover-the-counter market) or control of all or any portion of a “Competitor” (ashereinafter defined), or (B) any employment, consulting, partnership, advisory,directorship, agency, promotional or independent contractor arrangement betweenEmployee and any Competitor.

 

(ii)           “Competitor”- Any Entity thatprovides services substantially similar to the Company Services and therevenues and assets from which represent more than 20% of the revenues orassets of such Entity, respectively.

 

(iii)          “Customers”- All Persons withinthe Territory during the one-year period prior to the Termination Date(A) to whom Employee offered or sold any of the CompuCredit’s products orservices (including, without limitation, any opportunity to participate in anyloan program established by CompuCredit), (B) to whom were offered or soldany of CompuCredit’s products or services or about whom Employee hadProprietary Information, (C) who were approached by CompuCredit withregard to a product, or (D) who were identified as potential customers byCompuCredit’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) providingcredit card or home equity loan servicing services or (C) engaging in thebusiness of making credit card and home equity loans to consumers.

 

(v)           “Territory”- The UnitedStates, which is the territory within which customers and accounts ofCompuCredit will be located and where Employee will provide Services during theterm of his employment under this Agreement.

 

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(c)           Covenants of Employee.  In consideration of Employee’s employment by CompuCredit upon theterms and conditions of this Agreement, and based on and subject to theprovisions set forth in Section 9(a) above, Employee agrees that, during theTerm and for a period of one (1) year from and after the termination ofEmployee’s employment hereunder for Cause or without Good Reason, Employee willnot, without the prior written consent of CompuCredit, directly or indirectlyfor or on behalf of any Person other than CompuCredit, as principal, agent orotherwise:

 

(i)            take any action in furtherance of aCompetitive Position; or

 

(ii)           solicit Customers for the purpose ofproviding services competitive with any of the Company Services; or

 

(iii)          solicit or induce (or attempt to doso) to leave employment with CompuCredit anyone who is or was, during the lastyear of Employee’s relationship with CompuCredit, an employee of CompuCredit oran affiliated entity.

 

(d)           Employee hereby represents and warrants to CompuCreditthat he is not now a party to any agreement, court order, decree or otherrestriction which restricts him from using or disclosing to any party anyinformation deemed to be proprietary or confidential or deemed to be a tradesecret, of which in any way restricts Employee from engaging in or renderingany of the Services.

 

                10.           Restrictions Upon Sale of Shares.  In further consideration of the terms ofemployment granted herein by CompuCredit to Employee, Employee hereby agreesthat in selling any CompuCredit shares of common stock during the Term, he willadvise CompuCredit in advance of such sales and will use reasonable efforts toeffect such sales so as to minimize any adverse consequences to transactionsproposed 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 optionsgranted to him pursuant to Section 3(c) hereof) CompuCredit becomes a “private”company (which, for purposes hereof, means a company whose shares of commonstock are no longer traded on a national securities exchange or quoted on theNASDAQ National Market System and are owned of record by not more than 100shareholders) 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 treatedas becoming immediately vested and exercised, with a corresponding sale of allunderlying shares of common stock concurrently with and in the going-private transaction.  Pursuant to this deemed vesting and exerciseof the stock options and deemed sale of all underlying shares concurrently withand in the going-private transaction, the unvested stock option agreements willbe cancelled, and all proceeds associated with the deemed sale of theunderlying shares shall be placed in an interest-bearing escrow account heldunder the control of 

 

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CompuCredit for the benefit of Employee.  All such proceeds and earnings thereon shallbe subject to restrictions and a substantial risk of forfeiture until Employeewould have otherwise become vested in the stock options absent thegoing-private transaction under their original vesting schedule or pursuant toany other applicable provisions of this Agreement.  On each original vesting schedule date for which Employeecontinues to be an employee, CompuCredit shall remit to Employee the applicablepro-rata portion of the proceeds and earnings in the escrow account thatcorresponds with the portion of those shares that would be vested versusunvested under the original vesting schedule. The entire escrow account balance including all proceeds and earningsthereon will be delivered immediately to Employee if his employment is terminatedwithout Cause or with Good Reason prior to the original vesting dates, whichdelivery will be in addition to any other benefits or severance payments due toEmployee.  CompuCredit further covenantsthat if a going-private transaction predates any of the scheduled bonus stockoption grants set forth in Section 3(c) hereof, Employee at his option canelect to have the scheduled bonus stock option grants replaced with cash bonusconsideration of $100,000 per scheduled bonus grant.

 

12.           Indemnification. In the event that the Employee is or becomes a party to or witness orother participant in, or is threatened to be made a party to or witness orother participant in, a “claim” by reason of (or arising in part out of) an“indemnifiable event,” CompuCredit shall indemnify Employee to the full extentauthorized or permitted by law as soon as practicable after written demand ispresented to CompuCredit, against any and all “expenses,” judgments, fines,penalties, and amounts paid in settlement (including interest, assessments andother charges paid or payable in connection with or in respect of suchExpenses, judgments, fines or settlement) of such claim, provided thatCompuCredit shall be obligated to indemnify only for settlements that it hasapproved in advance, which approval shall not be unreasonable withheld.  For these purposes, (i) a “claim” shallinclude any threatened, pending or completed action, suit or proceeding, or anyinquiry or investigation, whether instituted by or in the right of CompuCredit orany other party, which Employee believes in good faith might lead to theinstitution of any such action, suit or proceeding, whether civil,administrative, investigative or other, arising in connection with anindemnifiable event, (ii) “expenses” includes attorneys’ fees and all othercosts, expenses and obligations paid or incurred in connection withinvestigation, defending, being a witness in or participating in (including anappeal), or preparing to defend, be a witness in or participate in any Claimrelating to an indemnifiable event, provided that any attorney representingEmployee shall cooperate fully with CompuCredit and its attorneys in order tominimize the duplication of expenses; and (iii) an “indemnifiable event” meansany event or occurrence related to the fact the Employee is or was an executiveofficer of CompuCredit, or is or was serving at the request of CompuCredit as adirector, officer, or trustee of another corporation, trust or otherenterprise, or by anything done or not done by employee in such capacity.

 

13.           Interpretation; Severability.  All rights and restrictions contained inthis Agreement may be exercised and shall be applicable and binding only to theextent that they do not violate any applicable laws and are intended to belimited to the extent necessary so that they will not render this Agreementillegal, invalid or unenforceable. It is understood and agreed that 

 

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the provisions hereof are severable; if suchprovisions shall be deemed invalid or unenforceable as to any period of time,territory, or business activity, such provisions shall be deemed limited to theextent necessary to render it valid and enforceable, and the unenforceabilityof any provisions hereof shall not in any event cause any other provisionhereof to be unenforceable. No provision of this Agreement shall be construedagainst or interpreted to the disadvantage of any party hereto by any court orother governmental or judicial authority by reason of such party having orbeing deemed to have structured or dictated such provision.

 

14.           Relief.  Inthe event of any threatened or actual breach of the provisions of thisAgreement by either party, the other party shall be entitled to injunctiverelief 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, onperformance by the other in strict accordance with the terms and conditions ofthis Agreement shall not be deemed a waiver or relinquishment of any rightgranted hereunder or of the future performance of any such term or condition orof any other term or condition of this Agreement, unless such waiver iscontained in a writing signed by or on behalf of both parties.

 

16.           Notices. Any notice or other communication required or permitted hereunder shallbe deemed sufficiently given if delivered by hand or sent by registered orcertified mail, return receipt requested, postage and fees prepaid, addressedto 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 eitherparty may from time to time designate in writing to the other. Such notice orcommunication shall be deemed to have been given as of the date so delivered orfive (5) days after the date so mailed.

 

17.           Governing Law. This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Georgia.

 

18.           Entire Agreement; Amendment.  This Agreement contains the sole and entireagreement between the parties hereto with respect to CompuCredit’s employmentof Employee and supersedes all prior discussions and agreements between theparties relating to such employment, and any such prior agreements shall, fromand after the date hereof, be null and void. Employee is a sophisticatedbusiness person and has received such documents and other 

 

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information as he has deemed necessary tomake his own independent judgment as to the merits of this Agreement and theremuneration that he will receive as a result hereof; further, it is herebyagreed by Employee that neither CompuCredit nor any affiliated entities havemade any representation to Employee other than those specifically set forth inthis Agreement. This Agreement shall not be modified or amended except by aninstrument in writing signed by or on behalf of the parties hereto.  Furthermore, if any portion of thisAgreement conflicts with any future agreement signed between CompuCredit andEmployee, this Agreement shall control unless such future agreement clearlyspecifies that it is intended to supercede all or a specific provision of thisAgreement.

 

19.           Parties Benefited. This Agreement shall inure to the benefit of, and be binding uponEmployee, CompuCredit, and its respective heirs, legal representatives,successors and assigns; provided that, as to Employee, this is a personalservice 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 taxobligation Employee incurs as a result of or attributable to this Agreement,including all supplemental agreements and employee benefit plans, if any, inwhich Employee may hereafter participate, or arising from any payments made orto be made hereunder or thereunder.

 

21.           Counterparts. This Agreement may be executed in counterparts, each of which shall forall purposes be deemed an original, and all of such counterparts shall togetherconstitute one and the same agreement.

 

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IN WITNESS WHEREOF, theparties 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                     |

 

 

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ExhibitA

 

 

 
| Salary per annum |   | $ | 300,000 |
|------------------|--------|---|---------|

 

 

 

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