EX-10.10






PORTFOLIO RECOVERY ASSOCIATES, INC.




ANNUAL BONUS PLAN




Portfolio Recovery Associates, Inc. (the “Company”), a Delaware corporation, hereby
establishes and adopts the following Annual Bonus Plan (the “Plan”) to provide incentive awards
that are intended to qualify as “performance-based compensation” within the meaning of
Section 162(m) of the Internal Revenue Code of 1986, as amended.



1. PURPOSES OF THE PLAN



The purposes of the Plan are to advance the interests of the Company and its stockholders and
assist the Company in attracting and retaining executive officers of the Company and its Affiliates
who, because of the extent of their responsibilities can make significant contributions to the
Company’s success by their ability, industry, loyalty and exceptional services, by providing
incentives and financial rewards to such executive officers.



2. DEFINITIONS



2.1. “Affiliate” shall mean any corporation, partnership or other organization of which the
Company owns or controls, directly or indirectly, not less than 50% of the total combined voting
power of all classes of stock or other equity interests.




	 	2.2.	 	“Award” shall mean any amount granted to a Participant under the Plan.





2.3. “Board” shall mean the board of directors of the Company.



2.4. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and
any successor thereto.



2.5. “Committee” shall mean the Compensation Committee of the Board or any subcommittee
thereof formed by the Compensation Committee to act as the Committee hereunder. For purposes of
satisfying the requirements of Section 162(m) of the Code and the regulations thereunder, the
Committee is intended to consist solely of “outside directors” as such term is defined in Section
162(m) of the Code.



2.6. “Disability” means any physical or mental condition of a Participant that in the opinion
of the Committee renders the Participant incapable of continuing to be an employee of the Company
and its Affiliates.



2.7. “Participant” shall have the meaning set forth in Section 4.1.



2.8. “Performance Criteria” shall mean revenue; revenue growth; operating income (before or
after taxes); pre- or after-tax income or loss (before or after allocation of corporate overhead
and bonus); earnings or loss per share; net income or loss (before or after taxes); return on
equity; total stockholder return; return on assets or net assets; appreciation in and/or
maintenance of the price of the Shares or any other publicly-traded securities of the Company;
market share; gross profits; earnings or losses (including earnings or losses before taxes, before
interest and taxes, or before interest, taxes, depreciation and amortization); economic value-added
models or equivalent metrics; comparisons with various stock market indices; reductions in costs;
cash flow or cash flow per share (before or after dividends); return on capital (including return
on total capital or return on invested capital); cash flow return on investment; improvement in or
attainment of expense levels or working capital levels; operating margin; gross margin; year-end
cash; cash margin; debt reduction; stockholders equity; operating efficiencies; market share;
employee satisfaction); regulatory achievements (including submitting or filing applications or
other documents with regulatory authorities or receiving approval of any such applications or other
documents; strategic partnerships or transactions; financial ratios, including those measuring
liquidity, activity, profitability or leverage; cost of capital or assets under management;
financing and other capital raising transactions (including sales of the Company’s equity or debt
securities; sales or licenses of the Company’s assets, including its intellectual property, whether
in a particular jurisdiction or territory or globally; or through partnering transactions);
implementation, completion or attainment of measurable objectives with respect to research,
development, commercialization, acquisitions and divestitures; factoring transactions; and
recruiting and maintaining personnel.



2.9. “Performance Period” shall mean the Company’s fiscal year or such other period that the
Committee, in its sole discretion, may establish.




	3.	 	ELIGIBILITY AND ADMINISTRATION





3.1. Eligibility. The individuals eligible to participate in the Plan shall be the Company’s
Chief Executive Officer and any other officer of the Company or an Affiliate selected by the
Committee to participate in the Plan (each, a “Participant”).



3.2. Administration. (a) The Plan shall be administered by the Committee. The Committee
shall have full power and authority, subject to the provisions of the Plan and subject to such
orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be
adopted by the Board, to: (i) select the Participants to whom Awards may from time to time be
granted hereunder; (ii) determine the terms and conditions, not inconsistent with the provisions of
the Plan, of each Award; (iii) determine the time when Awards will be granted and paid and the
Performance Period to which they relate; (iv) determine the performance goals for Awards for each
Participant in respect of each Performance Period based on the Performance Criteria and certify the
calculation of the amount of the Award payable to each Participant in respect of each Performance
Period; (v) determine whether payment of Awards may be deferred by Participants; (vi) interpret and
administer the Plan and any instrument or agreement entered into in connection with the Plan; (vii)
correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in
the manner and to the extent that the Committee shall deem desirable to carry it into effect;
(viii) establish such rules and regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; and (ix) make any other determination and take any other
action that the Committee deems necessary or desirable for administration of the Plan.



(b) Decisions of the Committee shall be final, conclusive and binding on all persons or
entities, including the Company, any Affiliate, any Participant and any person claiming any benefit
or right under an Award or under the Plan.



(c) To the extent not inconsistent with applicable law or the rules and regulations of the
NASDAQ Stock Market (or such other principal securities market on which the Company’s securities
are listed or qualified for trading), including the applicable provisions of Section 162(m) of the
Code, the Committee may delegate to one or more officers of the Company or a committee of officers
the authority to take actions on its behalf pursuant to the Plan.



4. AWARDS



4.1. Performance Period; Performance Goals. (a) Not later than the earlier of (i) 90 days
after the commencement of each fiscal year of the Company and (ii) the expiration of 25% of the
Performance Period, the Committee shall, in writing designate (x) one or more Performance Periods,
(y) the Participants for each Performance Period and (z) the performance goals for determining the
Award for each Participant for each Performance Period based on attainment of specified levels of
one or any combination of the Performance Criteria. Within such time period the Committee shall
also specify the exclusion for charges related to an event or occurrence which the Committee
determines should appropriately be excluded, including (a) restructurings, discontinued operations,
extraordinary items, and other unusual or non-recurring charges, (b) an event either not directly
related to the operations of the Company or not within the reasonable control of the Company’s
management, or (c) the cumulative effects of tax or accounting changes in accordance with generally
accepted accounting principles.



(b) If a person becomes eligible to participate in the Plan after the Committee has made its
initial designation of Participants, such individual may become a Participant if so designated in
writing by the Committee. The performance goals designated by the Committee may be based solely by
reference to the Company’s performance or the performance of an Affiliate, division, business
segment or business unit of the Company, or based upon the relative performance of other companies
or upon comparisons of any of the indicators of performance relative to other companies. Such
performance goals shall otherwise comply with the requirements of Section 162(m) of the Code and
the regulations thereunder.



4.2. Certification. At such time as it shall determine appropriate following the conclusion
of each Performance Period, the Committee shall certify, in writing, the amount of the Award for
each Participant for such Performance Period.



4.3. Payment of Awards. The amount of the Award actually paid to a Participant may, in the
sole discretion of the Committee, be less than the amount otherwise payable to the Participant
based on attainment of the performance goals for the Performance Period as determined in accordance
with Section 4.1. The Committee may not waive the achievement of the applicable performance goals
except in the case of the death or Disability of the Participant, or a change in control of the
Company. The actual amount of the Award determined by the Committee for a Performance Period shall
be paid in the Committee’s discretion in cash or, to the extent permissible under a shareholder
approved stock plan of the Company, stock-based awards under such plan. Payment to each Participant
shall be made no later than the fifteenth day of the third month following the end of the fiscal
year of the Company in which the applicable Performance Period ends, unless payment is deferred
pursuant to a plan or arrangement satisfying the requirements of Section 409A of the Code.



4.4. Changes in Employment. If a person becomes a Participant during a Performance Period as
specified in Section 4.1(b), if a person who otherwise would have been a Participant dies, retires
or incurs a Disability, or if the person’s employment is otherwise terminated, during a Performance
Period (except for cause, as determined by the Committee in its sole discretion), the Award payable
to such a Participant may, in the discretion of the Committee, be proportionately reduced based on
the period of actual employment during the applicable Performance Period.



4.5. Maximum Award. The maximum dollar value of an Award payable to any Participant in any
12-month period is $2,000,000.




	5.	 	MISCELLANEOUS





5.1. Amendment and Termination of the Plan. The Board may, from time to time, alter, amend,
suspend or terminate the Plan as it shall deem advisable, subject to any requirement for
stockholder approval imposed by applicable law, including Section 162(m) of the Code, or by the
NASDAQ Stock Market (or such other principal securities market on which the Company’s securities
are listed or qualified for trading). No amendments to, or termination of, the Plan shall in any
way impair the rights of a Participant under any Award previously granted without such
Participant’s consent.



5.2. Section 162(m) of the Code. Unless otherwise determined by the Committee, the provisions
of this Plan shall be administered and interpreted in accordance with Section 162(m) of the Code to
ensure the deductibility by the Company of the payment of Awards.



5.3. Tax Withholding. The Company or an Affiliate shall have the right to make all payments
or distributions pursuant to the Plan to a Participant, net of any applicable federal, state and
local taxes required to be paid or withheld. The Company or an Affiliate shall have the right to
withhold from wages, Awards or other amounts otherwise payable to such Participant such withholding
taxes as may be required by law, or to otherwise require the Participant to pay such withholding
taxes. If the Participant shall fail to make such tax payments as are required, the Company or an
Affiliate shall, to the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to such Participant or to take such other action as may be
necessary to satisfy such withholding obligations.



5.4. Right of Discharge Reserved; Claims to Awards. Nothing in this Plan shall provide any
Participant a right to receive any Award or payment under the Plan with respect to a Performance
Period. Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Participant
the right to continue in the employment of the Company or an Affiliate or affect any right that the
Company or an Affiliate may have to terminate the employment of (or to demote or to exclude from
future Awards under the Plan) any such Participant at any time for any reason. Except as
specifically provided by the Committee, the Company shall not be liable for the loss of existing or
potential profit from an Award granted in the event of the termination of employment of any
Participant. No Participant shall have any claim to be granted any Award under the Plan, and there
is no obligation for uniformity of treatment of Participants under the Plan.



5.5. Nature of Payments. All Awards made pursuant to the Plan are in consideration of
services performed or to be performed for the Company or an Affiliate, division or business unit of
the Company. Any income or gain realized pursuant to Awards under the Plan constitute a special
incentive payment to the Participant and shall not be taken into account, to the extent permissible
under applicable law, as compensation for purposes of any of the employee benefit plans of the
Company or an Affiliate except as may be determined by the Committee or by the Board or board of
directors of the applicable Affiliate.



5.6. Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other
or additional compensation arrangements, subject to stockholder approval if such approval is
required; and such arrangements may be either generally applicable or applicable only in specific
cases.



5.7. Severability. If any provision of the Plan shall be held unlawful or otherwise invalid
or unenforceable in whole or in part by a court of competent jurisdiction, such provision shall (a)
be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid
and/or enforceable and as so limited shall remain in full force and effect, and (b) not affect any
other provision of the Plan or part thereof, each of which shall remain in full force and effect.
If the making of any payment or the provision of any other benefit required under the Plan shall be
held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction, such
unlawfulness, invalidity or unenforceability shall not prevent any other payment or benefit from
being made or provided under the Plan, and if the making of any payment in full or the provision of
any other benefit required under the Plan in full would be unlawful or otherwise invalid or
unenforceable, then such unlawfulness, invalidity or unenforceability shall not prevent such
payment or benefit from being made or provided in part, to the extent that it would not be
unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful,
invalid or unenforceable shall be made or provided under the Plan.



5.8. Construction. As used in the Plan, the words “include” and “including,” and variations
thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed
by the words “without limitation.”



5.9. Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan for
incentive compensation. With respect to any payments not yet made to a Participant by the Company,
nothing contained herein shall give any such Participant any rights that are greater than those of
a general creditor of the Company.



5.10. Governing Law. The Plan and all determinations made and actions taken thereunder, to
the extent not otherwise governed by the Code or the laws of the United States, shall be governed
by the laws of the State of Delaware without reference to principles of conflict of laws that might
result in the application of the laws of another jurisdiction, and shall be construed accordingly.



5.11. Effective Date of Plan. The Plan shall be effective on the date of the approval of the
Plan by the holders of the then outstanding securities of the Company entitled to vote generally in
the election of directors. The Plan shall be null and void and of no effect if the foregoing
condition is not fulfilled.



5.12. Captions. The captions in the Plan are for convenience of reference only, and are not
intended to narrow, limit or affect the substance or interpretation of the provisions contained
herein.