exv10w7




Exhibit
10.7


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
contemplated in that certain Letter dated January 30,
2007 from Regional Holdings LLC to Participant
	 
	 	 
	Date of grant:

	 	October 11, 2007
	 
	 	 
	Total no. of shares:

	 	73,711 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 March 21, 2008,
	 

	 	(iii) 20% of the total shares on and after March 21, 2009,
	 

	 	(iv) 20% of the total shares on and after March 21, 2010,
and
	 

	 	(v) 20% of the total shares on and after March 21, 2011,
	 
	 	 
	 

	 	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, March 21, 2017.
	 
	 	 
	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






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	 	case, whether by 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






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	 	certificates representing
such shares of Common Stock have been 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 11th day of
October, 2007, 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.



	 	 	 	 	 
	 	 	 
	 	Signature 	
/s/ Robert D. Barry	 
	 	Name:  	Robert D. Barry	 
	 	Date:  	10/15/07	 
	 



[Signature Page to Option Award Agreement]