**Exhibit 10.7**

** **

**FIRSTAMENDMENT TO**

**AMENDEDAND RESTATED EMPLOYMENT AGREEMENT**

 

 

THIS FIRST AMENDMENT TOAMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”) is made and enteredinto effective as of the 1st day of October, 2002, (the “Effective Date”) byand between **CompuCredit Corporation**, a Georgia corporation(“CompuCredit”), and **Ashley L. Johnson**, an individual residentof the State of Georgia (“Employee”).

 

 

**W****ITNESSETH:**

 

WHEREAS, the partieshereto have entered into that certain Amended and Restated Employment Agreementdated as of February 2, 2001 (the “Agreement”), providing for the employment ofEmployee by CompuCredit on the terms and conditions therein; and

 

WHEREAS, the partieshereto desire to amend the Agreement to change various terms and conditions ofEmployee’s employment with CompuCredit;

 

NOW, THEREFORE, for andin consideration of the Employee’s continued employment with CompuCredit andthe premises and the mutual covenants and agreements contained herein, andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, CompuCredit and Employee hereby agree to amend theAgreement as follows:

 

A.            Effective as of the Effective Date, Sections 1 through 3of the Agreement are amended in their entirety to read as follows:

 

1.             Relationship Established.  Upon the terms and subject to the conditionsof this Agreement, CompuCredit employs Employee to serve as its Vice Presidentand Special Advisor to the Chairman and, as such, Employee shall perform theexecutive level services (the “Services”) for CompuCredit as delegated to herfrom time to time by CompuCredit’s Chairman (or his designee).  Employee hereby agrees to devote 100% of herbusiness time, attention, energy and skill exclusively to performing herobligations through and including January 31, 2003, and thereafter to adviseand consult with CompuCredit from time-to-time through and including December31, 2003, provided that Employee’s activities subsequent to January 31, 2003,shall not interfere with any other activities or employment by her.  Employee shall perform her obligations andduties hereunder diligently, faithfully and to the best of her abilities and,in doing so, shall comply with applicable CompuCredit policies andprocedures.  Through January 31, 2003,Employee shall not, directly or indirectly, make any advance, loan, extensionof credit or capital contribution to, or purchase any stocks, bonds or othersecurities of, or make any investment in, any individual, partnership, corporation,limited liability company, trust, trustee,

 

 

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joint stock company, unincorporated organization,joint venture, association, governmental authority or other entity (each, an“Entity”) other than CompuCredit without the prior written consent of the CEOof CompuCredit; provided, however, that Employee shall be permitted tohave a direct or indirect equity ownership of no greater than 2% of the equityof an Entity listed on a major U.S. exchange or traded on a NASDAQover-the-counter market.

 

2.             Term; Termination.

 

2.1           Term of Employment.  The term of Employee’s employment under thisAgreement (the “Term”) shall commence on February 2, 2001, and shall continueuntil December 31, 2003, unless sooner terminated in accordance with Section2.2.

 

2.2           Termination of Employment.

 

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

 

                                (b)**          **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 sub-paragraph, “Cause” means the reasonable, good faithdetermination by the Chief Executive Officer and President of CompuCredit that:

 

                                                                                                                (i)            (A) Employee has committed an actconstituting fraud, deceit or intentional material misrepresentation withrespect to CompuCredit or any client, customer or supplier of CompuCredit; (B)Employee has embezzled funds or assets from CompuCredit or any client or customerof CompuCredit; (C) Employee has engaged in willful misconduct or grossnegligence in the performance of the Services; (D) Employee has failed tocomply with any of the terms of Section 1 or Section 9 hereof;

 

                                                                                                                (ii)           Employee has breached or defaulted inthe performance of any other provision of this Agreement and has not cured suchbreach or default to CompuCredit’s reasonable satisfaction within thirty (30)days after receiving notice thereof; or

 

                                                                                                                (iii)          Employee’s conduct is materiallydetrimental to the reputation of CompuCredit which Employee has not cured (ifsuch conduct is curable in Employer’s reasonable opinion) to CompuCredit’sreasonable satisfaction within ten (10) days after receiving notice thereof; or

 

(c)           Inaddition to any other rights and remedies available to employee,

 

 

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employee may, in her sole discretion, terminate heremployment for cause effective immediately upon delivery of written notice toCompuCredit.  In this sub-paragraph,“Cause” shall mean the failure of CompuCredit to pay any compensation when duepursuant to this agreement and such amounts remain unpaid for ten, (10) days.

 

(d)           The date on which Employee’semployment expires or terminates for any reason is referred to herein as the“Termination Date”.

 

3.             Compensation.

 

                (a)           During the Term, CompuCredit shallpay Employee as compensation for the Services an annual salary of$200,000.00.  Such compensation shall bepayable in substantially equal semi-monthly installments, and shall be subjectto such deductions and withholdings as are required by law or policies ofCompuCredit in effect from time to time. Employee’s salary per annum may from time to time be adjusted as agreedin writing by both CompuCredit and Employee.

 

                (b)           For 2002, Employee shall be entitledto receive a $100,000 bonus based on the net income per common share targetthat was mutually established for 2002 by Employee and CompuCredit.  Such bonus will be earned, accrued andpayable on the first semi-monthly pay period after CompuCredit publiclyreleases earnings for the year ended December 31, 2002.  Thereafter, Employee shall not be entitledto receive a bonus.

 

                (c)           Employee previously has receivedoptions to purchase seventy-five thousand (75,000) shares of CompuCredit’scommon stock under CompuCredit’s 2000 Stock Option Plan.  Of these Options 33.3% vested on February 2,2002, 33.3% shall vest on February 2, 2003, and the remainder shall not vest.  To the extent not exercised, the optionsshall expire on March 31, 2004.

 

(d)           Notwithstandinganything to the contrary herein, if this Agreement is terminated for any of thereasons set forth in Section 2 hereof, other than termination by employeepursuant to 2.2(c), CompuCredit shall be released of its obligation to payfurther compensation or benefits to Employee as set forth in this Agreement; provided,however, that Employee shall be entitled to receive (i) any salaryalready earned under Section 3(a) above, and (ii) a portion of the previouslyagreed upon bonus described in Section 3(b) (prorated based upon full monthsworked by Employee) for 2002.  Otherthan as provided herein, Employee will not be entitled to any severance orother benefits upon any termination of her employment hereunder.

 

(e)           If,during the Term, CompuCredit defaults hereunder by terminating Employee’semployment (other than pursuant to Section 2 hereof) or if Employee terminatespursuant to 2.2(c), Employee shall be entitled to compensation paid inaccordance with this Section 3 for the period through December 31, 2003 as ifemployee remained employed through December 31, 2003, and employee shall bereleased as of the Termination Date from any

 

 

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obligation toperform services hereunder and employee shall be released as of the TerminationDate from the covenants contained in paragraph 9 of the agreement.

 

B.            Sections10 and 11 of the Agreement are deleted in their entirety.

 

C.            Inthe first sentence of paragraph 9(c) the phrase “and for a period of one (1)year from and after the termination of employee’s employment hereunder” isreplaced with:  “and for a period of six(6) months from and after the termination of employee’s employment hereunder”.

 

D.            Employeehereby voluntarily, irrevocably, fully, and completely RELEASES, ACQUITS, ANDFOREVER DISCHARGES CompuCredit (including its current and former owners,shareholders, predecessors, successors, assigns, agents, directors, officers,employees, representatives, attorneys, insurers, parent company, subsidiaries,divisions, affiliates, and related business entities) from any and all claims,complaints, liabilities, obligations, promises, agreements, controversies,damages, actions, causes of action, suits, rights, demands, costs, losses, debts,and expenses of any nature whatsoever (whether known or unknown) which Employeeever had, may have, or now has arising from or directly related to, directly orindirectly, Employee’s employment with the Company, this Amendment, theAgreement, Employee’s change of positions, Employee’s ultimate termination ofemployment, or other events accrued as of the date of execution of thisAgreement (or specifically contemplated hereby, such as Employee’s change inpositions and ultimate termination of employment in accordance with the termshereof), including, but not limited to:

 

(i)                                     Violations of Title VII of the CivilRights Act of 1964, the Fair Labor Standards Act, the Civil Rights Act of 1991,the Americans With Disabilities Act, the Equal Pay Act, the Civil Rights Act of1866, 42 U.S.C. § 1981, the Family and Medical Leave Act, the Labor ManagementRelations Act, the National Labor Relations Act, the Consolidated OmnibusBudget Reconciliation Act of 1985, or the Employee Retirement Income SecurityAct; and

 

(ii)                                  Violations of any other federal or statestatute or regulation or local ordinance or law; and

 

(iii)                               Claims for lost or unpaid wages,compensation, or other benefits claims under state law, defamation, intentionalinfliction of emotional distress, negligent infliction of emotional distress,bad faith action, slander, assault, battery, wrongful or constructivedischarge, negligent hiring, retention and/or supervision, fraud,misrepresentation, conversion, tortious interference with property, negligentinvestigation, breach of fiduciary duty, breach of contract; and

 

(iv)                              Any claim to benefits under any and allbonus, severance, workforce reduction, early retirement, outplacement, or anyother similar plan sponsored by the Company which Employee ever had or now hasor may in the future have; and

 

 

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(v)                                 Any other claims under state law arisingin tort or contract.

 

                In addition, Employeeacknowledges that this Agreement constitutes a full SETTLEMENT, ACCORD ANDSATISFACTION of all claims covered by the release provisions of this SectionD.  Notwithstanding the foregoing, it isunderstood by all parties that Employee does not release any claims that mayarise under the terms of this Agreement, the Amendment, or after the effectivedate of the Amendment (except as provided above with regard to eventsspecifically contemplated hereby, such as Employee’s change in positions andultimate termination of employment).

 

                D.            The provisions of Sections 12through 20 of the Agreement shall apply hereto as if set forth herein in theirentirety.

 

E.                                      Except as amended hereby, the Agreementshall remain in full force and effect.

 

 

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IN WITNESSWHEREOF, the parties hereto have executed this Agreement as of the date firstabove written.

 

 

 
|   | **COMPUCREDIT CORPORATION** |
|--------|-----------------------------|
|   |                        |   |
|   |                        |   |
|   |                        |   |
|   | By:                         |   |
|   |                        | David G. Hanna, Chief  Executive Officer |
|   |                        |   |
|   |                        |   |
|   |                        |   |
|   |                        |   |
|   |                        | Ashley L. Johnson |

 

 

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