exv10w9






Exhibit 10.9




REGIONAL MANAGEMENT CORP.

2007 MANAGEMENT INCENTIVE PLAN

OPTION AWARD AGREEMENT




     Regional Management Corp., a South Carolina corporation (the “Corporation”), pursuant to the
Regional Management Corp. 2007 Management Incentive Plan (the “Plan”), grants to the participant
named below an option (the “Stock Option”) to purchase shares of its Common Stock, on the terms set
forth herein. Capitalized terms used herein but not defined will have the meanings assigned to
those terms in the Plan.



	 	 	 

	Participant:

	 	Robert D. Barry (the “Participant”)
	 
	 	 
	 

	 	This Option Award Agreement provides for the option agreed
upon by the Board of Directors of Regional Management Corp.
at their quarterly meeting held April 23, 2008.
	 
	 	 
	Date of grant:

	 	April 23, 2008
	 
	 	 
	Total no. of shares:

	 	24,504 shares of Common Stock
	 
	 	 
	Exercise price:

	 	$5.4623 per share (the “Option Price”)
	 
	 	 
	Type of option:

	 	Non-statutory Stock Option
	 
	 	 
	Vesting dates:

	 	This Stock Option will vest and become exercisable in
accordance with the following schedule:
	 
	 	 
	 

	 	(i) 20% of the total shares on and after the date of grant,
	 

	 	(ii) 20% of the total shares on and after April 23, 2009,
	 

	 	(iii) 20% of the total shares on and after April 23, 2010,
	 

	 	(iv) 20% of the total shares on and after April 23, 2011,
and
	 

	 	(v) 20% of the total shares on and after April 23, 2012, 


subject to the Participant remaining employed by the
Corporation or a Subsidiary through each such vesting date.
	 
	 	 
	Expiration date:

	 	This Stock Option will expire on, and may not be exercised
after, April 23, 2018.
	 
	 	 
	Payment of exercise price:

	 	The Participant may pay the exercise price (i) in cash or
by check acceptable to the Corporation, (ii) by the actual
or constructive transfer to the Corporation of shares of
Common Stock owned by the Participant for at least six
months (or, with the consent of the Committee, for less
than six months) having an aggregate Market Value Per Share
at the date of exercise equal to the aggregate Option
Price, (iii) with the consent of the Committee, by
authorizing the Corporation to withhold a number of shares
of Common Stock having an aggregate Market Value Per Share
on






 









 






	 	 	 

	 

	 	the date of exercise equal to the aggregate Option
Price, or (iv) by a combination of the foregoing methods;
provided, that the payment methods described in clauses
(ii), (iii) and (iv) will not be available at any time the
Corporation is prohibited from purchasing or acquiring such
shares of Common Stock. To the extent permitted by law, the
Participant may also make arrangements satisfactory to the
Corporation for the deferred payment of the aggregate
Option Price from the proceeds of a sale through a broker
of some or all of the shares to which such exercise
relates. Notwithstanding the foregoing, this Stock Option
will vest and become exercisable in full upon the
occurrence of a Change of Control.
	 
	 	 
	 

	 	“Change of Control” means the sale of all or substantially
all of the Corporation’s business or assets to any Person
(other than one or a group of the Corporation’s
shareholders collectively beneficially owning a majority of
the voting power of the Corporation or any Affiliate or
related Person of any such shareholder or group of
shareholders the majority of the voting power of which is
also beneficially owned by such shareholder or group of
shareholders), or any other transaction whether by sale of
stock, sale of assets, merger, recapitalization,
reorganization or otherwise, pursuant to which one or more
Persons (other than one or a group of the Corporation’s
shareholders collectively beneficially owning a majority of
the voting power of the Corporation or any Affiliate or
related Person of any such shareholder or group of
shareholders the majority of the voting power of which is
also beneficially owned by such shareholder or group of
shareholders) shall own securities having in excess of 50%
of the voting power of the Corporation, on a fully diluted
basis, in each case in a single transaction or series of
related transactions.
	 
	 	 
	 

	 	“Affiliate” means with respect to any Person, any other
Person directly or indirectly controlling, controlled by or
under common control with such Person. For purposes of this
definition, “control,” when used with respect to any
Person, means the possession, directly or indirectly, of
the power to direct or cause the direction of the
management and policies of any such Person, whether through
the ownership of voting securities, by contract or
otherwise, and the terms “controlling” and “controlled”
have the respective meanings correlative to the foregoing.
With respect to any natural Person, “Affiliate” will also
include such Person’s grandparents, any descendants of such
Person’s grandparents, the grandparents of such Person’s
spouse and any descendants of the grandparents of such
Person’s spouse (in each case, whether by






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	 	blood, adoption
or marriage).
	 
	 	 
	 

	 	“Person” means an individual, a corporation, a partnership,
a limited liability company, an association, a trust, a
joint stock corporation, a joint venture, an unincorporated
organization or any federal, state, county, city, municipal
or other local or foreign government or any subdivision,
authority, commission, board, bureau, court, administrative
panel or other instrumentality thereof.
	 
	 	 
	Termination of
Employment

	 	Notwithstanding any provision of any employment agreement
between the Participant and the Corporation or any
Subsidiary entered into prior to the date of this Option
Award Agreement to the contrary: (1) if the Corporation or
a Subsidiary terminates the Participant’s employment for
cause, as defined in the employment agreement between the
Participant and the Corporation or Subsidiary or, if none,
as determined by the Committee in its sole discretion, then
the Stock Option will expire immediately and the
unexercised portion thereof will be forfeited on the date
of the Participant’s termination of employment; (2) if the
Participant’s employment terminates by reason of permanent
disability (as determined by the Committee) or death, the
vested portion of the Stock Option will expire six months
after the date the Participant terminates employment, and
the nonvested portion of the Stock Option will be forfeited
upon the Participant’s termination of employment, and (3)
if the Participant’s employment terminates for any reason
other than those previously described in this paragraph,
the vested portion of the Stock Option will expire 90 days
after the date of the termination of employment and the
non- vested portion of the Stock Option will be forfeited
upon the Participant’s termination of employment.
	 
	 	 
	Transferability:

	 	The Participant may transfer Stock Options only by will or
the laws of descent and distribution. Only the Participant
or the Participant’s guardian or legal representative can
exercise Stock Options during the Participant’s lifetime.
All shares of Common Stock issued pursuant to the exercise
of a Stock Option will be subject to the terms and
restrictions, including restrictions on transfer, set forth
in the Plan.
	 
	 	 
	Other terms and conditions:

	 	In no event will the Stock Option be exercisable after its
expiration date.
	 
	 	 
	 

	 	The Participant will not have any of the rights of a
stockholder of the Corporation with respect to the shares
of Common Stock subject to this Stock Option except to the
extent that one or more certificates representing such
shares of Common Stock have been






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	 	delivered to him, or he
has been determined to be a stockholder of record by the
Corporation’s transfer agent, upon due exercise of this
Stock Option. Further, nothing herein will confer upon the
Participant any right to become or remain in the service or
employ of the Corporation or one of its Subsidiaries, as
applicable.
	 
	 	 
	 

	 	This Stock Option is subject to all other terms and
conditions of the Plan. Copies of the Plan may be obtained
from the Corporation. By executing this Option Award
Agreement, the Participant agrees to the terms set forth
above and agrees to be bound by the provisions of the Plan.






[SIGNATURE PAGE FOLLOWS]




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     This Option Award Agreement is executed by the Corporation on this 1st day of
April, 2011, effective as of the date of grant shown on the first page.



	 	 	 	 	 	 	 

	 	 	REGIONAL MANAGEMENT CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Thomas F. Fortin	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	Thomas F. Fortin	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	CEO	 	 
	 

	 	 	 	 

	 	 






     The undersigned Participant hereby acknowledges receipt of an executed original of this Option
Award Agreement and accepts this Stock Option, subject to the terms and conditions of the Plan and
the terms and conditions of this Option Award Agreement.
















	 	 	 	 	 	 	 

	 

	 	By:	 	/s/ Robert D. Barry	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	Robert D. Barry	 	 
	 

	 	 	 	 

	 	 
	 

	 	Date:	 	A/O  4/23/08	 	 
	 

	 	 	 	 

	 	 





[Signature Page to Option Award Agreement]