**Exhibit 10.1**

 

**AdvanceAmerica, Cash Advance Centers, Inc.**

 

**Non-EmployeeDirectors — Compensatory Arrangements and Stock Ownership Guidelines**

 

**A.****           ****Compensatory Arrangements**

 

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

 

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

 

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

 

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

 

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

 
| **Position**                                                        | ** ** | **Amount** | ** ** |
|---------------------------------------------------------------------|------------|------------|------------|
|                                                                |       |       |       |
| Chair of the Audit  Committee                                       |       | $          | 24,000     |   |
| Other Members of the  Audit Committee                               |       | $          | 12,000     |   |
| Chair of the  Compensation Committee                                |       | $          | 20,000     |   |
| Other Members of the  Compensation Committee                        |       | $          | 10,000     |   |
| Chair of the Industry  Relations Committee                          |       | $          | 20,000     |   |
| Other Members of the  Industry Relations Committee                  |       | $          | 10,000     |   |
| Chair of the Nominating  and Corporate Governance Committee         |       | $          | 10,000     |   |
| Other Members of the  Nominating and Corporate Governance Committee |       | $          | 5,000      |   |

 

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

 

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

 

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| (1)    | All cash retainer fees shall be paid quarterly in  advance at the beginning of each quarter. Non-employee directors may  voluntarily elect to be paid all or a portion of Board/Committee retainers in  the Company’s common stock, in which case the number of shares to be issued  will be based upon the closing price of the Company’s common stock on the New  York Stock Exchange (or other applicable exchange or quotation system) on the  last day of the applicable quarter, or the next trading day if the Company’s  common stock is not traded on the last date of the quarter; *provided, however,*that the Company will  not issue fractional shares. Shares of common stock issued in lieu of cash  retainers will be issued in the month immediately succeeding the end of the  quarter. ***Example***:  If the non-employee director elects to receive $22,000 in quarterly retainers  in the Company’s common stock and the closing price of the Company’s common  stock on the last day of the quarter is $7.00 per share, the non-employee  director would receive 3,142 shares of the Company’s common stock ($22,000  divided by $7.00 per share = 3,142.86 shares, with any and all fractional  shares disregarded). |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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| (2)    | The Annual Equity Grant shall vest immediately upon  issuance and shall be issued to each non-employee director who is elected to  the Board at any annual meeting of the Company’s stockholders held after  January 1, 2011. The number of shares to be issued shall be based upon  the closing price of the Company’s common stock on the New York Stock Exchange  (or other applicable exchange or quotation system) on the date of each annual  meeting stockholder meeting (the “Meeting Date”), or the next trading day if  the Company’s common stock is not traded on the Meeting Date; *provided, however,*that the Company will  not issue fractional shares. See ***Example*** in footnote 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (3)    | The Initial Equity Grant shall vest over three equal  annual installments beginning on the first anniversary of the date of grant.  The number of shares to be issued shall be based upon the closing price of  the Company’s common stock on the New York Stock Exchange (or other  applicable exchange or quotation system) on the date of the non-employee’s  initial appointment or election to the Board (the “Appointment Date”), or the  next trading day if the Company’s common stock is not traded on the  Appointment Date; *provided, however,*that  the Company will not issue fractional shares of the Company’s common stock.  See ***Example***in  footnote 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

 

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**B.****           ****Stock Ownership Guidelines**

 

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

 

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

 

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

 

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