exv10w11





Exhibit 10.11




EMPLOYMENT AGREEMENT




     This Employment Agreement (this “Agreement”), dated as of March 21st, 2007 (the “Effective
Date”), is between C. Glynn Quattlebaum (“Employee”) and Regional Management Corp., a South
Carolina corporation (the “Corporation”).



RECITALS




     A. The Corporation believes that the future growth, profitability and success of the business
of the Corporation will be significantly enhanced by the employment of Employee as Chief Operating
Officer of the Corporation.



     B. The Corporation desires to provide Employee with appropriate incentives and rewards related
to the performance by Employee and to encourage the employment of Employee in the service of the
Corporation, and the Employee desires to accept such employment, on the terms and conditions of
this Agreement from and after the date of this Agreement.



     Now, therefore, the parties hereto hereby agree as follows:



I. DEFINITIONS




     1.1 Definitions. In addition to terms defined elsewhere in this Agreement, for
purposes of this Agreement, the following terms will have the following respective meanings when
used in this Agreement with initial capital letters:



          (a) “Affiliate”: 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 blood, adoption
or marriage).




          (b) “Agreement”: as defined in the introductory paragraph.




          (c) “Board”: the Board of Directors of the Corporation.




          (d) “Bonus”: as defined in Section 2.4(b).




          (e) “Business”: the business of offering short-term small loans, medium-term large loans and
related credit insurance, together with any other business or businesses conducted from time to
time by the Corporation.




          (f) “Capital Lease Obligations”: with respect to any Person, for any applicable period, the
obligations of such Person that are permitted or required to be classified




 









 




and accounted for as capital obligations under GAAP, and the amount of such obligations at any
date shall be the capitalized amount of such obligations at such date determined in accordance with
GAAP.




          (g) “Cause”: (i) the willful or grossly negligent material failure by Employee to perform his
duties hereunder (other than arising due to Employee’s Disability); (ii) the conviction of
Employee, or the entering into a plea bargain or plea of nolo contendere by Employee, of any
felony, any other crime or criminal offense involving the unlawful theft or conversion of
substantial monies or other property or any fraud or embezzlement offense; (iii) personally or on
behalf of another Person, willfully receiving a benefit relating to the Corporation or its
Subsidiaries or its funds, properties, opportunities or other assets in violation of applicable
law, or constituting fraud, embezzlement or misappropriation; (iv) the willful or grossly negligent
failure by Employee to comply substantially with any written policy of the Corporation or its
Subsidiaries that materially interferes with his ability to discharge his duties, responsibilities
or obligations under this Agreement; (v) the knowing misstatement by Employee of the financial
records of the Corporation or its Subsidiaries or complicit actions in respect thereof; (vi) the
material breach by Employee of any of the terms of this Agreement, (vii) Employee’s habitual
drunkenness or substance abuse that interferes with his ability to discharge his duties,
responsibilities or obligations under this Agreement; or (viii) the failure to disclose material
financial or other information to the Board, but, in each case, only if (1) Employee has been
provided with written notice of any assertion that there is a basis for termination for Cause,
which notice shall specify in reasonable detail specific facts regarding any such assertion, and in
the case non-willful behavior under clauses (i), (iii), (iv) or (vi), Employee has failed to cure
within 30 days of written notice to Employee, (2) such written notice is provided to the Employee a
reasonable time before the Board meets to consider any possible termination for Cause, (3) at or
prior to the meeting of the Board to consider the matters described in the written notice, an
opportunity is provided to the Employee and his counsel to be heard before the Board with respect
to the matters described in the written notice, (4) any resolution or other Board action held with
respect to any deliberation regarding or decision to terminate Employee for Cause is duly adopted
by a vote of a majority of the entire Board of the Corporation at a meeting of the Board called and
held and (5) Employee is promptly provided with a copy of the resolution or other corporate action
taken with respect to such termination. No act or failure to act by Employee shall be considered
willful unless done or omitted to be done by him not in good faith and without reasonable belief
that his action or omission was in the best interests of the Corporation. Notwithstanding the
provisions of this Section 1.1(g), “Cause” will not be deemed to have occurred solely as a result
of Employee’s failure to follow any Company policy or any Company instruction to Employee that
would permit Employee to terminate this Agreement under Section 2.7(d) because such policy or
instruction constitutes an Involuntary Termination.




          (h) “Change in Control”: 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






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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.




          (i) “Code”: the Internal Revenue Code of 1986, as amended.




          (j) “Competitive Business”: as defined in Section 3.3.




          (k) “Confidential Information”: as defined in Section 3.2.




          (l) “Consolidated”: as it applies to the Corporation, the Corporation and its Subsidiaries on
a consolidated basis in accordance with GAAP, after eliminating all intercompany items.




          (m) “Corporation”: as defined in the introductory paragraph.




          (n) “Corporation IP”: as defined in Section 3.1(a).




          (o) “Disability”: a physical or mental incapacity as a result of which Employee becomes
unable to continue to perform fully his duties hereunder for 90 consecutive calendar days or for
shorter periods aggregating 90 or more days in any 12-month period or upon the determination by a
physician selected by the Corporation that Employee will be unable to return to work and perform
his duties on a full-time basis within 90 calendar days following the date of such determination on
account of mental or physical incapacity.




          (p) “EBITDA”: for any period, the Net Income for such period plus, to the extent
deducted in computing such Net Income, without duplication, the sum of (i) income tax expense or,
if imposed by any relevant jurisdiction in lieu of an income tax, franchise and/or gross receipts
tax expense, (ii) Interest Expense, (iii) depreciation and amortization expense, (iv) amortization
of intangibles (including, but not limited to, goodwill), (v) any extraordinary nonrecurring losses
or charges, (vi) other non-cash items decreasing Net Income; and minus, to the extent added
in computing such Net Income, without duplication, the sum of (A) interest income other than
interest income from consumer loans, (B) extraordinary nonrecurring gains, and (C) other non-cash
items increasing Net Income (excluding any items that represent the reversal of any accrual of, or
cash reserve for, anticipated cash charges in any prior period).




          (q) “Effective Date”: as defined in the introductory paragraph.




          (r) “Employee”: as defined in the introductory paragraph.




          (s) “Employment Period”: as defined in Section 2.1.




          (t) “Employment Term”: as defined in Section 2.1.




          (u) “Estate”: as defined in Section 2.7(e).







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          (v) “GAAP”: generally accepted accounting principles in effect from time to time in the
United States of America, applied on a consistent basis.




          (w) “Indebtedness”: with respect to any Person, at any date, without duplication, (i) all
obligations of such Person for borrowed money, including all principal, interest, premiums, fees,
expenses, overdrafts, and, to the extent required to be carried on a balance sheet prepared in
accordance with GAAP, penalties with respect thereto, whether short-term or long-term, and whether
secured or unsecured, or with respect to deposits or advances of any kind (other than deposits and
advances of any Person relating to the purchase of products or services from the Corporation in the
ordinary course of business), (ii) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, (iii) all obligations of such Person upon which interest charges are
customarily paid (other than trade payables incurred in the ordinary course of business), (iv) all
obligations of such Person under conditional sale or other title retention agreements relating to
property or assets purchased by such Person, (v) all obligations of such Person issued or assumed
as the deferred purchase price of property or services (other than current trade payables incurred
in the ordinary course of business), (vi) all Indebtedness of others secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any
lien on property owned or acquired by such Person, whether or not the obligations secured thereby
have been assumed, (vii) all guarantees, whether direct or indirect, by such Person of Indebtedness
of others or Indebtedness of any other Person secured by any assets of such Person, (viii) all
Capital Lease Obligations of such Person, (ix) all net payments that such Person would have to make
in the event of an early termination, on the date Indebtedness of such Person is being determined,
in respect of outstanding interest rate protection agreements, foreign currency exchange
arrangements or other interest or exchange rate hedging arrangements, (x) all obligations
(including reimbursement obligations) of such Person in respect of letters of credit, fidelity
bonds, surety bonds, performance bonds and bankers’ acceptances, (xi) all obligations of such
Person to purchase, redeem, retire, defease or otherwise acquire for value any capital stock of
such Person or any warrants, rights or options to acquire such capital stock, (xii) renewals,
extensions, refundings, deferrals, restructurings, amendments and modifications of any such
Indebtedness, obligations or guarantees, and (xiii) any other obligation that in accordance with
GAAP is required to be reflected as debt on the balance sheet of a Person. The Indebtedness of any
Person shall include the Indebtedness of any partnership in which such Person is a general partner,
other than to the extent that the instrument or agreement evidencing such Indebtedness expressly
limits the liability of such Person in respect thereof.




          (x) “Interest Expense”: for any period, the sum of (i) Consolidated gross interest expense of
the Corporation, on the aggregate principal amount of the Indebtedness of the Corporation,
including (A) the amortization of debt discounts, (B) the amortization of all fees payable in
connection with incurring Indebtedness to the extent included in interest expense, and (C) the
portion of any payments or accruals with respect to Capital Lease Obligations allocable to interest
expense and (ii) the amortization related to the Consolidated capitalized interest of the
Corporation for such period.




          (y) “Involuntary Termination”: the termination of Employee’s employment by Employee which, in
the good faith judgment of the Employee, is due to (i) a material change of Employee’s
responsibilities, position (including status as Chief Operating Officer of the




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Corporation, its successor or ultimate parent entity), office, title, reporting relationships
or working conditions) authority or duties; or (ii) a material change in the terms or status
(including the Employment Period) of this Agreement; or (iii) a reduction in the Employee’s Salary;
or (iv) a forced relocation of the Employee outside the Greenville metropolitan area.




          (z) “Management Incentive Plan”: as defined in Section 2.4(c).




          (aa) “Net Income”: for any period, the Consolidated net income of the Corporation, determined
in accordance with GAAP.




          (bb) “Person”: 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.




          (cc) “Plan”: a calendar year EBITDA target determined annually by the Board.




          (dd) “Salary”: as defined in Section 2.4(a)




          (ee) “Stock Purchase Agreement”: the Amended and Restated Stock Purchase Agreement, dated
March 21, 2007, by and among Regional Holdings LLC, Regional Management Corp. and the shareholders
of Regional Management Corp.




          (ff) “Subsidiary”: with respect to any Person, (i) any corporation of which a majority of the
total voting power of shares of stock entitled (without regard to the occurrence of any
contingency) to vote generally in the election of directors thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof or (ii) any limited liability company, partnership, association or
other business entity, of which a majority of the partnership or other similar ownership interests
thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more
Subsidiaries of that Person or a combination thereof. For purposes of this definition, a Person or
Persons will be deemed to have a majority ownership interest in a limited liability company,
partnership, association or other business entity if such Person or Persons will be allocated a
majority of limited liability company, partnership, association or other business entity gains or
losses, or is or controls the managing member or general partner of such limited liability company,
partnership, association or other business entity.




          (gg) “Target Bonus”: as defined in 2.4(b).




          (hh) “Termination Date”: as defined in Section 2.1.




II. TERMS OF EMPLOYMENT




     2.1 Employment Period. This Agreement and Employee’s employment hereunder will
commence on the Effective Date and terminate on the fifth anniversary of the Effective Date (the
“Employment Term”), unless sooner terminated in accordance with Section 2.7. The term



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of this Agreement as determined under the preceding sentence is referred to herein as the
“Employment Period,” and the date on which this Agreement terminates pursuant to this Section 2.1
or Section 2.7 is referred to herein as the “Termination Date.”




     2.2 Duties During Employment Period. Employee will be an employee of, and serve as
the President and Chief Operating Officer of, the Corporation and will report directly to the Chief
Executive Officer of the Corporation. In such capacity, Employee will perform such duties and
exercise such powers that are consistent with the position of President and Chief Operating Officer
as set forth in the Bylaws of the Corporation and as are assigned to Employee by the Board.
Employee agrees that to the best of his ability and experience he shall at all times
conscientiously perform all of his duties and obligations under the terms of this Agreement.



     2.3 Activities During Employment Period.



          (a) Employee will devote his full business time, energy, ability, attention and skill to his
employment hereunder and to the Business of the Corporation and, absent the prior written approval
of the Board, Employee will not engage in any business activity, whether as an employee, investor,
officer, director, consultant, independent contractor or otherwise, that would interfere with his
duties and responsibilities pursuant to Section 2.2. Employee agrees to comply with all rules and
policies established by the Corporation and its Subsidiaries throughout the Employment Period.




          (b) Employee will act in accordance with laws, ordinances, regulations, professional standards
or rules of any governmental, regulatory or administrative body, agent or authority, any court or
judicial authority, or any public, private or industry regulatory authority.




     2.4 Compensation.



          (a) Salary. For Employee’s services under this Agreement, the Corporation will pay to
Employee an annual base salary (“Salary”) of $415,000. The Board may review the amount of Salary
from time to time, and the Board may adjust Salary upwards after any such review, with any such
upward adjustments effective as of the dates determined by the Board. Employee’s Salary will be
payable to Employee periodically with the normal practices of the Corporation and less all
previously authorized or legally required deductions and withholding.




          (b) Bonus. During the Employment Period and provided that Employee is employed by the
Corporation on the last day of the applicable calendar year, Employee will be entitled to a bonus
payment (the “Bonus”) from the Corporation, subject to satisfaction of the following financial
tests:





          (i) If the Corporation’s EBITDA for a given calendar year is at least equal to 90% but
less than 100% of Plan for such calendar year, Employee will be entitled to a Bonus equal to
75% of the Target Bonus for such year.




          (ii) If the Corporation’s EBITDA for a given calendar year is at least equal to 100%
but less than 110% of Plan for such calendar year, Employee will be entitled to a Bonus
equal to 100% of the Target Bonus for such year.



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          (iii) If the Corporation’s EBITDA for a given calendar year is at least equal to 110%
of Plan for such calendar year, Employee will be entitled to a Bonus equal to 125% of the
Target Bonus for such year.




          (iv) If the Corporation’s EBITDA for a given calendar year is less than 90% of Plan for
such year, Employee will not be entitled to a Bonus for such year.



     For purposes of this Section 2.4(b), the term “Target Bonus” for any given calendar year shall
mean $147,500. Any Bonus due to Employee pursuant to this Section 2.4(b) shall be paid in cash in
a lump sum within 15 calendar days after the completion of the year-end audited financial
statements for the applicable calendar year, and in no event later than March 14 of the calendar
year following the applicable calendar year. Unless otherwise addressed under Section 2.7 of this
Agreement, Bonus entitlement vests and is fully payable if Employee is employed by the Corporation
on the last day of the applicable calendar year, even if Employee is no longer employed at the time
the Bonus is scheduled to be paid.




          (c) Equity Compensation. As soon as practicable following the Effective Date, the
Corporation will develop a Management Incentive Plan pursuant to which the Corporation will issue
stock options and other equity rights for compensatory purposes (the “Management Incentive Plan”).
Pursuant to the terms and conditions set forth in the Management Incentive Plan, the Corporation
will grant to Employee a stock option to acquire 294,844 shares of common stock of the Corporation.
Subject to the terms and conditions of the Management Incentive Plan, the stock option will vest
on the following schedule, depending on whether Employee is an employee of the Corporation on the
following dates: as to one-fifth of the shares of common stock on
March 21, 2007; an additional
one-fifth of such shares on March 21, 2008; an additional
one-fifth of such shares on March 21,
2009; an additional one-fifth of such shares on March 21, 2010; and the remaining one-fifth of
such shares on March 21, 2011. For the avoidance of any doubt, the stock option will not be
subject to any vesting provisions based on the satisfaction of financial or performance criteria.
Notwithstanding the foregoing, any portion of the stock option that has not vested under this
schedule will automatically vest upon a Change in Control. The exercise price for the option shall
be equal to $5.4623 per share, which the parties acknowledge is the implicit price per share in
connection with an investment in the Corporation by affiliates of Parallel Investment Partners, LP
and Palladium Capital Management III, L.L.C. simultaneously with the execution of this Agreement.





     2.5 Benefits.



          (a) Benefits. Except as otherwise addressed in this Section 2.5, during the
Employment Period, Employee shall be entitled to participate in all pension, medical, retirement
and other benefit plans and programs generally available to the Corporation’s other employees,
provided that Employee meets all eligibility requirements under those plans and programs. Employee
shall be subject to the terms and conditions of the plans and programs, including, without
limitation, the Corporation’s right to amend or terminate the plans and programs at any time and
without advance notice to the participants. Notwithstanding the foregoing, Employee will not
during the Employment Period be entitled to participate in any severance pay plan of the
Corporation. The Employee’s severance benefits are to be solely as set forth in Section 2.7.







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          (b) Vacation. Employee shall be entitled to paid vacation time of four weeks per year
taken, subject to fulfillment of his duties hereunder, in accordance with the vacation policy of
the Corporation. Employee shall also be entitled to all paid holidays and to reasonable sick leave
in accordance with the policies of the Corporation applicable to its executive management. Unused
vacation may not be carried over by Employee from one calendar year to the next. Notwithstanding
the foregoing, such vacation, holidays and sick leave shall not accrue as a monetary liability of
the Corporation.




          (c) Expenses. Subject to compliance with the Corporation’s policies as from time to
time in effect regarding the incurrence, substantiation and verification of business expenses, the
Corporation will pay or reimburse Employee for all reasonable expenses incurred in connection with
the performance of Employee’s duties hereunder or for promoting, pursuing or otherwise furthering
the Business of the Corporation, including Employee’s reasonable expenses for travel, entertainment
and similar items.




          (d) Car Allowance. The Corporation will provide to Employee a monthly car allowance
sufficient to afford Employee a car of comparable quality and value, including gas, property taxes,
service and insurance, as is currently provided to Employee, payable during the period during the
Employment Period at the times and in the manner consistent with the Corporation’s general policies
regarding payment of such benefits.




          (e) Cellular Phone Allowance. The Corporation will provide to Employee a monthly
cellular phone allowance sufficient to afford Employee cellular phone use of comparable service as
is currently provided to Employee, payable during the Employment Period at the times and in the
manner consistent with the Corporation’s general policies regarding payment of such benefits.




     2.6 Deductions and Withholdings. All amounts payable or that become payable under
this Agreement will be subject to any deductions and withholdings required by law.



     2.7 Termination.



          (a) Termination by the Corporation without Cause. The Corporation may terminate
Employee’s employment hereunder without Cause at any time, upon 30 calendar days’ written notice to
Employee. The Corporation may elect to pay to Employee his portion of Salary for the notice period
in lieu of permitting Employee to continue working. If Employee is terminated by the Corporation
without Cause, the Corporation will pay to Employee (i) accrued but unpaid Salary through the
Termination Date, (ii) Employee’s Salary in effect on the Termination Date for a period of 12
months from and after the Termination Date and (iii) a pro-rata portion of the Bonus for the year
in which Employee’s Termination Date occurs (such amount to be calculated by determining the Bonus
as of the end of the year in which the Termination Date occurs and pro-rating such amount by the
portion of such year Employee was employed by the Corporation), plus, if Employee’s termination
occurs after year-end but before the Bonus is paid, the Bonus for the preceding year. Such Salary
and Bonus will be paid as and at such times as Employee would have otherwise received his Salary
and Bonus had he remained an employee of the Corporation. In addition, under the foregoing
circumstances, the Corporation will pay to Employee all unreimbursed expenses incurred by Employee
prior to such termination






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for which Employee is entitled to reimbursement pursuant to Section 2.5 (subject to completion
of expense reports customarily required by the Corporation). The payments to be made in accordance
with this Section 2.7(a) will constitute liquidated damages and Employee will not be entitled to
any other compensation from the Corporation under this Agreement or otherwise except as provided in
this Section 2.7(a). This Agreement in all other respects will terminate on the Termination Date,
except as otherwise provided in this Agreement.




          (b) Termination by the Corporation for Cause. The Corporation will have the right to
terminate Employee’s employment hereunder for Cause upon written notice to Employee as set forth in
this Agreement. If Employee’s employment is terminated for Cause, the Corporation will pay to
Employee (i) accrued but unpaid Salary through the Termination Date and (ii) all unreimbursed
expenses incurred by Employee prior to the Termination Date for which Employee is entitled to
reimbursement pursuant to Section 2.5 (subject to completion of expense reports customarily
required by the Corporation). Upon termination of Employee’s employment pursuant to this Section
2.7(b), except for the payments required by this Section 2.7(b) or as required by applicable law,
the Corporation will have no additional obligations to Employee hereunder or otherwise, and except
as otherwise provided in this Agreement, this Agreement will terminate as of the Termination Date.




          (c) Voluntary Termination by Employee. If Employee voluntarily terminates his
employment, the Corporation will pay to Employee (i) accrued but unpaid Salary through the
Termination Date and (ii) all expenses incurred by Employee prior to the Termination Date for which
Employee is entitled to reimbursement pursuant to Section 2.5 (subject to completion of expense
reports customarily required by the Corporation). Upon termination of Employee’s employment
pursuant to this Section 2.7(c), except for the payments required by this Section 2.7(c) or as
required by applicable law, the Corporation will have no additional obligations to Employee
hereunder or otherwise, and, except as otherwise provided in this Agreement, this Agreement will
terminate.




          (d) Involuntary Termination by Employee. If Employee’s employment is terminated as a
result of an Involuntary Termination, the Corporation will pay to Employee (i) accrued but unpaid
Salary through the Termination Date, (ii) Employee’s Salary in effect on the Termination Date for a
period of 12 months from and after the Termination Date and (iii) a pro-rata portion of the Bonus
for the year in which Employee’s Termination Date occurs (such amount to be calculated by
determining the Bonus as of the end of the year in which the Termination Date occurs and pro-rating
such amount by the portion of such year Employee was employed by the Corporation), plus, if
Employee’s termination occurs after year-end but before the Bonus is paid, the Bonus for the
preceding year. Such Salary and Bonus will be paid as and at such times as Employee would have
otherwise received his Salary and Bonus had he remained an employee of the Corporation. In
addition, under the foregoing circumstances, the Corporation will pay to Employee all unreimbursed
expenses incurred by Employee prior to such termination for which Employee is entitled to
reimbursement pursuant to Section 2.5 (subject to completion of expense reports customarily
required by the Corporation). The payments to be made in accordance with this Section 2.7(d) will
constitute liquidated damages and Employee will not be entitled to any other compensation from the
Corporation under this Agreement or otherwise except as provided in this Section 2.7(d). This
Agreement in all other respects will terminate on the Termination Date, except as otherwise
provided in this Agreement.







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          (e) Termination by Death of Employee. If Employee dies during the Employment Period,
the Corporation will pay to such Person or Persons as Employee may designate in writing or, in the
absence of such designation, to the estate of Employee (as the case may be, the “Estate”) the sum
of (i) accrued but unpaid Salary earned prior to Employee’s death, (ii) expenses incurred by
Employee prior to his death for which Employee is entitled to reimbursement pursuant to Section 2.5
(subject to completion of expense reports customarily required by the Corporation), and (iii) a
pro-rata portion of the Bonus for the year in which Employee’s death occurs (such amount to be
calculated by determining the Bonus as of the end of the year in which the death occurs and
pro-rating such amount by the portion of such year Employee was employed by the Corporation), plus,
if Employee’s death occurs after year-end but before the Bonus is paid, the Bonus for the preceding
year. The payments described in clauses (i) and (ii) in the preceding sentence will be made within
45 calendar days following the date of Employee’s death. Any Bonus will be paid as and at such
times as Employee would have otherwise received his Bonus had he remained an employee of the
Corporation. This Agreement in all other respects will terminate upon the death of Employee and
all rights of Employee and his heirs, legatees, descendants, testamentary executors and
testamentary administrators regarding compensation and other benefits under this Agreement shall
cease.




          (f) Termination for Disability. The Corporation will have the right to terminate
Employee’s employment hereunder at any time upon the Disability of Employee during the Employment
Period. If Employee’s employment is terminated because of Employee’s Disability, the Corporation
will pay to Employee an amount equal to Employee’s Salary in effect on the Termination Date for a
period of 12 months from and after the Termination Date; provided, however, that
such payment of Salary will be reduced by the amount of any disability benefits paid to Employee
pursuant to any disability insurance, plan or policy then in effect by the Corporation applicable
to Employee. Such Salary will be paid to Employee as and at such times as Employee would have
otherwise received his Salary had he remained an employee of the Corporation. In addition, the
Corporation will pay to Employee the sum of (i) accrued but unpaid Salary prior to the Employee’s
Disability, (ii) all expenses incurred by Employee prior to his Disability for which Employee is
entitled to reimbursement pursuant to Section 2.5 (subject to completion of expense reports
customarily required by the Corporation) and (iii) a pro-rata portion of the Bonus for the year in
which Employee’s Disability occurs (such amount to be calculated by determining the Bonus as of the
end of the year in which the Disability occurs and pro-rating such amount by the portion of such
year Employee was employed by the Corporation), plus, if Employee’s Disability occurs after
year-end but before the Bonus is paid, the Bonus for the preceding year. The payments described in
clauses (i) and (ii) in the preceding sentence will be made within 45 calendar days following the
date of Employee’s Disability. Any Bonus will be paid as and at such times as Employee would have
otherwise received his Bonus had he remained an employee of the Corporation. This Agreement in
all other respects will terminate upon the Disability of Employee, except as otherwise provided in
this Agreement.




          (g) Payment of COBRA Premiums. For so long as the Corporation shall be obligated to
continue salary payments after the Termination Date as described in Sections 2.7(a), 2.7(d) or
2.7(f) (the “Severance Period”), the Corporation agrees to pay Employee’s COBRA premiums when due
each month for any COBRA continuation coverage that Employee may elect in accordance with
applicable law under the Corporation’s group medical plan; provided,




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however, that if at any time during the Severance Period Employee becomes entitled to receive
health insurance from a subsequent employer, the Corporation’s obligation to continue COBRA premium
payments for Employee shall terminate immediately. Notwithstanding anything to the contrary herein
and subject to the applicable terms of any benefit plan or program of the Corporation, no
termination of Employee’s employment with the Corporation shall in any manner whatsoever result in
any termination, curtailment, reduction or cessation of any vested benefits or other entitlements
to which Employee is entitled under the terms of any such benefit plan or program of the
Corporation in respect of which Employee is a participant as of the Termination Date.




III. COVENANTS




     3.1 Patents, Inventions and Other Intellectual Property.



          (a) If at any time during the Employment Period or prior thereto at any time that Employee was
an employee, agent, director or officer of or consultant to the Corporation or its Subsidiaries,
Employee, whether alone or with any other Person, makes, discovers, produces, conceives or first
reduces to practice any invention, process, development, design or improvement that relates to,
affects, or, in the opinion of the Board, is capable of being used or adapted for use in or in
connection with the Business or any product, process or intellectual property right of the
Corporation or its Subsidiaries, (i) Employee acknowledges and agrees that such invention, process,
development, design or improvement (collectively, “Corporation IP”) will be the sole property of
the Corporation or such Subsidiaries, as appropriate, and is hereby irrevocably assigned by
Employee to the Corporation or such Subsidiaries, as appropriate, and (ii) Employee will
immediately disclose in confidence all Corporation IP to the Corporation in writing.




          (b) Employee will, if and when reasonably required to do so by the Corporation (whether during
the Employment Period or thereafter), at the Corporation’s expense and, if after the expiration of
the Employment Period, subject to Employee’s availability and reimbursement by the Corporation of
Employee’s reasonable out-of-pocket expenses and payment to Employee of a reasonable per diem to
compensate Employee for time spent in connection therewith: (i) apply, or join with the
Corporation or a Subsidiary thereof, as appropriate, in applying, for patents or other protection
in any jurisdiction in the world for any Corporation IP; (ii) execute or procure to be executed all
instruments, and do or procure to be done all things, that are necessary or, in the opinion of the
Corporation, advisable for vesting such patents or other protection in the name of the Corporation
or a Subsidiary thereof or any nominee thereof, or subsequently for renewing and maintaining the
same in the name of the Corporation, a subsidiary thereof or its nominees; and (iii) assist in
defending any proceedings relating to, or to any application for, such patents or other protection.




          (c) Employee irrevocably appoints the Corporation as his attorney in his name (with full power
of substitution and resubstitution) and on his behalf to execute all documents, and do all things,
required in order to give full effect to the provisions of this Section 3.1.




     3.2 Confidentiality. (a) Employee acknowledges that prior to and during the
Employment Period, Employee has been given and will continue to have in connection with the



11









 




conduct of the Business access and exposure to trade secrets and confidential information in
written, oral, electronic and other form regarding the Corporation and its Subsidiaries, and their
respective Affiliates, businesses, operations, equipment, products and employees (“Confidential
Information”), including, but not limited to:





          (i) the identities of customers and key accounts and relationships and potential
customers and key accounts and relationships, including, without limitation, the identity of
customers and key accounts and potential customers and key accounts cultivated or maintained
by Employee while providing services at the Corporation or its Subsidiaries or that Employee
cultivates or maintains while providing services at the Corporation or its Subsidiaries
using the Corporation’s (or its Subsidiaries’) products, name and infrastructure, and the
identities of contact persons at those customers and key accounts and potential customers
and key accounts;




          (ii) the particular preferences, likes, dislikes and needs of those customers and key
accounts and relationships, and potential customers and key accounts and contact persons
with respect to service types, financing terms, pricing, sales calls, timing, sales terms,
rental terms, lease terms, service plans, and other marketing terms and techniques;




          (iii) the business methods, practices, strategies, forecasts, pricing, and marketing
techniques;




          (iv) the identities of brokers, licensors, vendors and other suppliers and the
identities of contact persons at such brokers, licensors, vendors and other suppliers;




          (v) the identities of key sales representatives and personnel and other employees;




          (vi) advertising and sales materials, research, technology, intellectual property
rights, training materials and techniques, computer software and related materials;




          (vii) other facts and financial and other business information concerning such Persons
or relating to their business, operations, financial condition, results of operations and
prospects; and




          (viii) all other information the Corporation or its Subsidiaries try to keep
confidential and that has commercial value or is of such a nature that its unauthorized
disclosure would be detrimental to the Corporation’s or any of its Subsidiaries’ interest.



          (b) Notwithstanding the foregoing, “Confidential Information” will not include information
that is approved for public release by the Corporation or its subsidiaries or information that
Employee can demonstrate (i) is already in or has subsequently entered the public domain, other
than as a result of any breach of this Agreement by Employee, (ii) was in the possession of or
known to Employee prior to Employee’s employment with the Corporation and is not subject to
confidentiality restrictions, (iii) was obtained from a third party not in violation of any
agreement with, or duty of confidentiality to, Corporation or (iv) was






12









 







independently developed by the Employee without use of or reference to Corporation’s
Confidential Information.




          (c) During the Employment Period and thereafter, Employee will not at any time, except as
directed by the Corporation, use for himself or others, directly or indirectly, any such
Confidential Information, and, except as required by law or as directed by the Corporation,
Employee will not disclose such Confidential Information, directly or indirectly, to any other
Person or use, lecture upon or publish any of the Confidential Information.




          (d) All physical property and all notes, memoranda, files, records, writings, documents and
other materials of any and every nature, written or electronic, that Employee has prepared,
developed or received, or will prepare, develop or receive in the course of his association with
the Corporation or its Subsidiaries and that relate to or are useful in any manner to the Business
or any other business now or hereafter conducted by the Corporation or its Subsidiaries, are and
will remain the sole and exclusive property of such Persons. Except as may be required in the
performance of Employee’s duties under this Agreement, Employee will not remove from such Person’s
premises any such physical property, the original, “soft copy” or any reproduction of any such
materials nor the information contained therein, and all such physical property, materials and
information in his possession or under his custody or control will, on the Termination Date, be
immediately turned over to the Corporation or its Subsidiaries.




     3.3 Reserved.



     3.4 Non-Solicitation. (a) During the Employment Period and for three years after the
termination of Employee’s employment, Employee will not:




          (i) Directly or indirectly solicit, or attempt to persuade, influence or induce, or
assist any other Person in so persuading or inducing, any customer or supplier of the
Corporation or its Subsidiaries to cease doing business with the Corporation or any of its
Subsidiaries or to reduce the amount of business it does with the Corporation or any of its
Subsidiaries. Employee acknowledges that this covenant is necessary to enable the
Corporation and its Subsidiaries to maintain a stable customer and supplier base and in
order to remain in business, and that it would disrupt, damage, impair and interfere with
the Business if Employee were to engage in such solicitation.




          (ii) Directly or indirectly solicit, or attempt to persuade, influence or induce, or
assist any other Person in so persuading or inducing, any employee of the Corporation or its
Subsidiaries to leave the employ of the Corporation or its Subsidiaries, or to accept any
other employment or position unless (in each case prior to any such inducement or attempted
inducement) such employee is no longer employed by the Corporation or it Subsidiaries or has
given written notice to the Corporation of his intention to terminate employment with the
Corporation or its Subsidiaries. Employee acknowledges that the purpose of this covenant is
to enable the Corporation and its Subsidiaries to maintain a stable workforce in order to
remain in business, and that it would disrupt, damage, impair and interfere with the
Corporation’s and its Subsidiaries’ businesses if Employee were to engage in such
solicitation.



13









 





     3.5 Use of Name. Employee will not have the rights to and may not use the name
“Regional Management Corp.” or any other name used by the Corporation or its Subsidiaries or any
derivative or abbreviation thereof in any manner, including in any Competitive Business or in any
manner that could reasonably be expected to be adverse to the interests of the Corporation or its
Subsidiaries. This covenant shall survive indefinitely without limitation to time.



     3.6 Specific Performance and Modification.



          (a) Employee acknowledges that the Corporation will have no adequate remedy at law if Employee
breaches any of the provisions of Article III. In the event of such a breach, Employee agrees that
the Corporation will have the right, in addition to any other rights it may have, to specific
performance of Article III. If legal proceedings are commenced by the Corporation against
Employee, in connection with Article III, the party that does not prevail in such proceedings shall
pay the reasonable out-of-pocket expenses, including, without limitation, reasonable attorneys’
fees, disbursements and other costs and expenses, including investigation costs, incurred by the
prevailing party in such proceedings, arising out of or in connection with the Corporation’s claim
under Article III.




          (b) If any provision of Section 3.3 or Section 3.4 of this Agreement or the application of any
such provision to any Person or circumstance shall be determined by any court of competent
jurisdiction to be unenforceable by reason of its being extended for too great a period of time or
too large a geographic area or over too great a range of activities, it should be interpreted to
extend only over the maximum period of time, geographic area, or range of activities as to which
such court would find it enforceable, and such determination of unenforceability will not affect
any other provision of this Agreement.




     3.7 Survival. The provisions contained in this Article III will survive termination
of this Agreement regardless whether such termination is initiated by the Corporation.



IV. MISCELLANEOUS




     4.1 Notices. All notices and other communications required or permitted hereunder
will be in writing and, unless otherwise provided in this Agreement, will be deemed to have been
duly given when delivered in person or by a nationally recognized overnight courier service or when
dispatched if during normal business hours by electronic facsimile transfer (confirmed in writing
by mail simultaneously dispatched) to the appropriate party at the address specified below:




	 	(a)	 	If to the Corporation, to:
	 
	 	 	 	Regional Management Corp.

509 West Butler Road

Greenville, SC 29607

P.O. Box 776

Mauldin, SC 29662

Facsimile No.: (864) 422-8035

Attention: Thomas Fortin




14









 






	 	 	 	and
	 
	 	 	 	Parallel Investment Partners, L.P.

2100 McKinney St., Suite 1200

Dallas, Texas 75201

Facsimile No.: (214) 740-3630

Attention: Ellery W. Roberts
	 
	 	 	 	and
	 
	 	 	 	c/o Palladium Equity Partners III, L.P.

1270 Avenue of the Americas, 22nd Floor

New York, New York 10020

Fax: (212) 218-5155

Attention: David Perez and Erik A. Scott
	 
	 	 	 	with a copy to:
	 
	 	 	 	Jones Day

717 Texas, Suite 3300

Houston, Texas 77002

Facsimile No.: (832) 239-3600

Attention: J. Mark Metts
	 
	 	(b)	 	If to Employee, to:
	 
	 	 	 	C. Glynn Quattlebaum

1 Northbrook Way

Greenville, SC 29615
	 
	 	 	 	With a copy to:
	 
	 	 	 	Wyche, Burgess, Freeman & Parham, P.A.

44 E. Camperdown Way (29601)

Post Office Box 728

Greenville, SC 29602-0728

Facsimile No.: (864) 235-8900

Attention: Eric K. Graben & Mark W. Bakker




or to such other address or addresses as any such party may from time to time designate as to
itself by like notice.




     4.2 Amendments and Waivers.



          (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed, in the case of an amendment, by each






15









 







party to this Agreement, or in the case of a waiver, by the party against whom the waiver is
to be effective.




          (b) No failure or delay by any party in exercising any right, power or privilege hereunder
will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other
or further exercise thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided will be cumulative and not exclusive of any rights or remedies provided by
law.




     4.3 Expenses. Unless expressly set forth to the contrary elsewhere in this Agreement,
each party will pay all of their respective expenses incurred in connection with the negotiation of
this Agreement, and subject to Section 2.5, the parties will pay all of their respective expenses
incurred in connection with any legal proceeding concerning a dispute arising out of this
Agreement. Notwithstanding the foregoing, the Corporation shall, in accordance with and subject to
the limitations in Section 10.4 of the Stock Purchase Agreement, pay the reasonable fees and
expenses of Employee’s attorney in connection with the negotiation of this Agreement.



     4.4 Successors and Assigns. The provisions, obligations and rights of this Agreement
will be binding upon and inure to the benefit of the parties hereto and their respective
successors, assigns, heirs and administrators; provided that Employee may not assign,
delegate or otherwise transfer any of his rights or obligations under this Agreement without the
prior written consent of the Corporation.



     4.5 No Third Party Beneficiaries. Except as otherwise expressly provided for herein,
this Agreement is for the sole benefit of the parties hereto and their permitted assigns and
nothing herein expressed or implied will give or be construed to give to any Person, other than the
parties hereto and such permitted assigns, any legal or equitable rights hereunder.



     4.6 Governing Law. This Agreement shall be governed by, construed, applied and
enforced in accordance with the laws of the State of New York except that no doctrine of choice of
law shall be used to apply any law other than that of New York and no defense, counterclaim or
right of setoff given or allowed by the laws of any other state or jurisdiction, or arising out of
the enactment, modification or repeal of any law, regulation, ordinance or decree of any foreign
jurisdiction, be interposed in any action hereon. Employee and the Corporation agree that any
action or proceeding to enforce or arising out of this Agreement shall be commenced in the courts
of the State of Georgia or the United States District Courts in Atlanta, Georgia. Employee and the
Corporation consent to such jurisdiction, agree that venue will be proper in such courts and waive
any objections based upon forum non conveniens. The choice of forum set forth in this Section 4.6
will not be deemed to preclude the enforcement of any judgment obtained in such forum or the taking
of any action under this Agreement to enforce same in any other jurisdiction.



     4.7 Section 409A of the Code. To the extent applicable, it is intended that the
compensation arrangements under this Agreement be in full compliance with Section 409A of the Code.
To the extent any provision in this Agreement is or will be in violation of Section 409A of the
Code, the Agreement shall be amended in such manner as the parties may agree such that the
Agreement is or remains in compliance with Section 409A of the Code and the



16









 




intent of the parties is maintained to the maximum extent possible. In particular, to the
extent that Employee becomes entitled to a payment or benefit under this Agreement that would
constitute a “deferral of compensation” under Section 409A of the Code and the date that the
payment would be made or benefit provided does not constitute a permitted distribution date under
Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement,
such payment or benefit will be made or provided, to the extent necessary to comply with the
provisions of Section 409A of the Code, to Employee on the earlier of (a) Employee’s “separation
from service” with the Corporation (determined in accordance with Section 409A of the Code);
provided, however, that if Employee is a “specified employee” (within the meaning of Section 409A o
the Code), Employee’s date of payment shall be the date that is six months after the date of
Employee’s separation of service with Corporation, or (b) Employee’s death. Reference to Section
409A of the Code includes any proposed, temporary or final regulations, or any other guidance,
promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal
Revenue Service.




     4.8 No Limitation of Rights. Nothing in this Agreement shall limit or prejudice any
rights of the Corporation under any other laws.



     4.9 Counterparts. This Agreement may be signed in any number of counterparts,
including via facsimile transmission, each of which will be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.



     4.10 Headings. The headings in this Agreement are for convenience of reference only
and will not control or affect the meaning or construction of any provisions hereof.



     4.11 Severability. If any provision of this Agreement or the application of any such
provision to any Person or circumstance is held invalid, illegal or unenforceable in any respect by
a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision hereof. If any provision of this Agreement is finally judicially determined to
be invalid, ineffective or unenforceable, the determination will apply only in the jurisdiction in
which such final adjudication is made, and such provision will be deemed severed from this
Agreement for purposes of such jurisdiction only, but every other provision of this Agreement will
remain in full force and effect, and there will be substituted for any such provision held invalid,
ineffective or unenforceable, a provision of similar import reflecting the original intent of the
parties to the extent permitted under applicable law.



     4.12 Certain Interpretive Matters.



          (a) Unless the context otherwise requires, (i) all references to Sections are to Sections of
this Agreement, (ii) each term defined in this Agreement has the meaning assigned to it, (iii)
words in the singular include the plural and vice versa, and (iv) the terms “herein,” “hereof,”
“hereby,” “hereunder” and words of similar import shall mean references to this Agreement as a
whole and not to any individual section or portion hereof. All references to $ or dollar amounts
will be to lawful currency of the United States.




          (b) No provision of this Agreement will be interpreted in favor of, or against, any of the
parties hereto by reason of the extent to which any such party or his or its counsel






17









 







participated in the drafting thereof or by reason of the extent to which any such provision is
inconsistent with any prior draft hereof or thereof.




     4.13 Entire Agreement. Except as may be set forth in the Stock Purchase Agreement or
other agreement executed simultaneously with the Stock Purchase Agreement, this Agreement
constitutes the entire agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both oral and written, between the parties with
respect to the subject matter of this Agreement.



     4.14 Full Understanding. Employee represents and agrees that Employee fully
understands Employee’s right to discuss all aspects of this Agreement with Employee’s private
attorney, and that to the extent, if any, that Employee desired, Employee utilized this right.
Employee further represents and agrees that: (i) Employee has carefully read and fully understands
all of the provisions of this Agreement; (ii) Employee is competent to execute this Agreement;
(iii) Employee’s agreement to execute this Agreement has not been obtained by any duress and
Employee freely and voluntarily enters into it; (iv) Employee is not subject to any covenants,
agreements or restrictions arising out of Employee’s prior employment that would be breached or
violated by Employee’s execution of this Agreement or performance of duties hereunder; and (v)
Employee has read this document in its entirety and fully understands the meaning, intent and
consequences of this document. Employee agrees and acknowledges that the obligations owed to
Employee under this Agreement are solely the obligations of the Corporation and that none of the
Corporation’s shareholders, directors, or lenders will have any obligation or liabilities in
respect of this Agreement and the subject matter hereof.



[Remainder of Page Intentionally Left Blank]




18









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the day and year first above written.



	 	 	 	 	 
	 	REGIONAL MANAGEMENT CORP.

 	 
	 	By:  	/s/ Eric A. Anderson
 	 
	 	 	Eric A. Anderson 	 
	 	 	Chief Financial Officer 	 
	 
	 	 	 
	 	                                        /s/ C. Glynn Quattlebaum
 	 
	 	C. Glynn Quattlebaum 	 
	 	 	 
	 



[Signature Page to Quattlebaum Employment Agreement]





 











 





FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

BETWEEN

REGIONAL MANAGEMENT CORP. AND C. GLYNN QUATTLEBAUM




     This
First Amendment to Employment Agreement (“Amendment”) is
made and entered into this 18th day of July, 2008, by and between C. Glynn Quattlebaum (“Employee”) and Regional Management
Corp., a South Carolina corporation (“Corporation”).



W I T N E S S E T H




     WHEREAS, the Employee and the Corporation entered into an Employment Agreement dated March 21,
2007 (“Agreement”); and



     WHEREAS, the Employee and the Corporation desire to amend the Agreement.



     NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:




	1.	 	Section 1.1(p) of the Agreement shall be deleted in its entirety and shall read as follows:






          (p) Reserved.




	2.	 	Section 1.1(cc) of the Agreement shall be amended and restated in its entirety to read as
follows:






          (cc) “Plan”: the annual financial and operating plan for the Corporation for a given
year as approved by the Board, which shall include Net Income, Net Finance Receivables,
Total General and Administrative Expenses and Loans Charged Off targets for the purpose of
determining the Bonus Employee will receive for that year.




	3.	 	Section 2.4(b) of the Agreement shall be amended and restated in its entirety to read as
follows:






          (b) Bonus. At the beginning of each calendar year during the Employment
Period other than 2008 in connection with the Board’s approval of the Company’s annual plan
for that calendar year, the Board shall establish and communicate to Employee performance
criteria for the Company and/or Employee and one or more objective formula(s) for
determining Employee’s bonus payment (the “Bonus”) for that calendar year. The performance
criteria and objective formulas for the 2008 calendar year are set forth in Exhibit A
hereto. If Employee is employed by the Corporation on the last day of the applicable
calendar year, Employee will be entitled to receive a Bonus in an amount determined in
accordance with such objective formula(s) set by the Board based on the actual performance
of the Company and/or Employee relative to the performance criteria established by the Board
for that year. The formulas shall include an aggregate “Target Bonus” for any given calendar
year equal to $147,500. Any Bonus due to



 









 







Employee pursuant to this Section 2.4(b) shall be paid in cash in a lump sum within 15
calendar days after the completion of the year-end audited financial statements for the
applicable calendar year, and in no event later than March 14 of the calendar year following
the applicable calendar year. Unless otherwise addressed under Section 2.7, Bonus
entitlement vests and is fully payable if Employee is employed by the Corporation on the
last day of the applicable calendar year, even if Employee is no longer employed at the time
the Bonus is scheduled to be paid.




	4.	 	The Agreement is further amended to add the following Exhibit A:





Exhibit A




Performance Targets and Bonus Formulas for Calendar Year 2008




     This Exhibit A sets forth the performance targets and formulas for calculating
Employee’s calendar year 2008 Bonus if Employee remains employed by the Corporation on the
last day of calendar year 2008. The 2008 Bonus is divided into four components. Each
component is subject to satisfaction of its own financial test set forth below. The total
Bonus may include all, some, one or none of the components depending on whether the
financial tests for the different components are met for calendar year 2008:




     (i) If the Corporation’s Net Income for calendar year 2008 is equal to or greater than
100% of the Target Net Income for 2008, Employee will be entitled to a Bonus equal to 30% of
the Target Bonus;




     (ii) If the Corporation’s average monthly Net Finance Receivables for the year ending
December 31, 2008 are equal to or greater than 100% of the Target Net Finance Receivables,
Employee will be entitled to a Bonus equal to 30% of the Target Bonus;




     (iii) If the Corporation’s Total General and Administrative Expense Percentage for
calendar year 2008 is equal to or less than the Target Total General and Administrative
Expense Percentage for 2008, Employee will be entitled to a Bonus equal to 20% of the Target
Bonus; and




     (iv) If the Corporation’s Loans Charged Off for calendar year 2008 are equal to or less
than the Target Loans Charged Off for 2008, Employee will be entitled to a Bonus equal to
20% of the Target Bonus.




     Capitalized terms used in this Exhibit A and not defined elsewhere in the Agreement
have the definitions set forth below.




     (a) “Consolidated”: as it applies to the Corporation, the Corporation and its
Subsidiaries on a consolidated basis in accordance with GAAP, after eliminating all
intercompany items.




     (b) “GAAP”: generally accepted accounting principles in effect from time to time in the
United States of America, applied on a consistent basis.



2









 






     (c) “Loans Charged Off”: for any period, the Consolidated aggregate amount of loans
charged off (including principal and interest) of the Corporation, determined in accordance
with GAAP.




     (d) “Net Income”: for any period, the Consolidated net income of the Corporation,
determined in accordance with GAAP.




     (e) “Net Finance Receivables”: at any date, the Consolidated net finance receivables of
the Corporation (prior to any allowance for loan losses), determined in accordance with
GAAP.




     (f) “Plan” means the 2008 Annual Plan for the Corporation approved by the Board at its
January 9, 2008 meeting.




     (g) “Target Loans Charged Off”: the target amount of Loans Charged Off for calendar
year 2008 set forth in the Plan by the Board (6.6% for 2008).




     (h) “Target Net Income”: the target amount of Net Income for calendar year 2008 set
forth in the Plan by the Board ($9,000,000 for 2008).




     (i) “Target Net Finance Receivables”: the target amount of average Net Finance
Receivables for the year ending December 31, 2008 set forth in the Plan by the Board
($163,900,000 for 2008).




     (j) “Target Total General and Administrative Expense Percentage”: the target Total
General and Administrative Expense Percentage for calendar year 2008 set forth in the Plan
by the Board (43.5% of total income, based on a plan of $27,392,000 for 2008).




     (k) “Total General and Administrative Expense Percentage”: for any period, the
Consolidated total general and administrative operating expenses of the Corporation divided
by the total income of the Corporation, in each case determined in accordance with GAAP and
expressed as a percentage.




     Illustration: Solely for purposes of illustrating the calculation of the Bonus
contemplated in this Exhibit A, if the Company’s (i) Net Income for calendar year 2008 is
98% of Target Net Income for that year, (ii) Net Finance Receivables for the year ending
December 31, 2008 are 102% of Target Net Finance Receivables for that year, (iii) the Total
General and Administrative Expense Percentage for calendar year 2008 is 88% of the Target
Total General and Administrative Expense Percentage for that year, and (iv) Loans Charged
Off for calendar year 2008 are 102% of Target Loans Charged Off for that year, then the
Bonus would be (0% + 30% + 20% + 0%) of $147,500 or $73,750.








3









 












	5.	 	The parties hereby agree that the Agreement will continue to be in full force and effect as
modified by the terms of this Amendment.





     IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first
above written.



	 	 	 	 	 	 	 

	 	 	EMPLOYEE:	 	 
	 
	 	/s/ C. Glynn Quattlebaum	 
	 	 	 	 	 
	 	 	C. GLYNN QUATTLEBAUM	 	 
	 
	 	 	 	 	 	 
	 	 	CORPORATION:	 	 
	 
	 	 	 	 	 	 
	 	 	REGIONAL MANAGEMENT CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Thomas F Fortin	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	CEO	 	 
	 

	 	 	 	 

	 	 










4









 








SECOND AMENDMENT TO

EMPLOYMENT AGREEMENT

BETWEEN

REGIONAL MANAGEMENT CORP. AND C. GLYNN QUATTLEBAUM




     This
Second Amendment to Employment Agreement (“Amendment”) is
made and entered into this 14th
day of April, 2009, by and between C. Glynn Quattlebaum (“Employee”) and Regional Management
Corp., a South Carolina corporation (“Corporation”).



W I T N E S S E T H




     WHEREAS, the Employee and the Corporation entered into an Employment Agreement dated March 21,
2007, as amended (“Agreement”); and



     WHEREAS, the Employee and the Corporation desire to amend the Agreement effective January 1,
2009.



     NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:




	1.	 	Section 2.4(b) of the Agreement shall be amended and restated in its entirety effective
January 1, 2009 to read as follows:






          (b) Bonus. At the beginning of each calendar year during the Employment Period
in connection with the Board’s approval of the Company’s annual plan for that calendar year,
the Board shall establish and communicate to Employee performance criteria for the Company
and/or Employee and one or more objective formula(s) for determining Employee’s bonus
payment (the “Bonus”) for that calendar year. The performance criteria and objective
formulas for the 2009 calendar year are set forth in Exhibit A hereto. If Employee is
employed by the Corporation on the last day of the applicable calendar year, Employee will
be entitled to receive a Bonus in an amount determined in accordance with such objective
formula(s) set by the Board based on the actual performance of the Company and/or Employee
relative to the performance criteria established by the Board for that year. The formulas
shall include an aggregate “Target Bonus” for any given calendar year equal to $151,925. Any
Bonus due to Employee pursuant to this Section 2.4(b) shall be paid in cash in a lump sum
within 15 calendar days after the completion of the year-end audited financial statements
for the applicable calendar year, and in no event later than March 14 of the calendar year
following the applicable calendar year. Unless otherwise addressed under Section 2.7, Bonus
entitlement vests and is fully payable if Employee is employed by the Corporation on the
last day of the applicable calendar year, even if Employee is no longer employed at the time
the Bonus is scheduled to be paid.



 









 






	2.	 	Exhibit A of the Agreement shall be amended and restated in its entirety effective January 1,
2009 to read as follows:





Exhibit A




Performance Targets and Bonus Formulas for Calendar Year 2009




     This Exhibit A sets forth the performance targets and formulas for calculating
Employee’s calendar year 2009 Bonus if Employee remains employed by the Corporation on the
last day of calendar year 2009. The 2009 Bonus is divided into four components. Each
component is subject to satisfaction of its own financial test set forth below. The total
Bonus may include all, some, one or none of the components depending on whether the
financial tests for the different components are met for calendar year 2009:




     (i) If the Corporation’s Net Income for calendar year 2009 is (A) equal to or greater
than 90% but less than 100% of the Target Net Income for 2009, Employee will be entitled to
a Bonus equal to 40% of the Target Bonus multiplied by a fraction, the numerator of which is
equal the Corporation’s Net Income for 2009 expressed as a percentage of the Target Net
Income for 2009 minus 90%, and the denominator of which is equal to 10%, and (B) equal to or
greater than 100% of the Target Net Income for 2009, Employee will be entitled to a Bonus
equal to 40% of the Target Bonus;




     (ii) If the Corporation’s average monthly Net Finance Receivables for the year ending
December 31, 2009 are equal to or greater than 100% of the Target Net Finance Receivables,
Employee will be entitled to a Bonus equal to 20% of the Target Bonus;




     (iii) If the Corporation’s Total General and Administrative Expense Percentage for
calendar year 2009 is equal to or less than the Target Total General and Administrative
Expense Percentage for 2009, Employee will be entitled to a Bonus equal to 20% of the Target
Bonus; and




     (iv) If the Corporation’s Loans Charged Off for calendar year 2009 are (A) equal to or
less than 8% but greater than 7.25% (100% of the Target Loans Charged Off for 2009),
Employee will be entitled to a Bonus equal to 20% of the Target Bonus multiplied by a
fraction, the numerator of which is equal to 8% minus the Corporation’s Loans Charged Off
for 2009 expressed as a percentage, and the denominator of which is .75%, and (B) equal to
7.25% (100% of the Target Loans Charged Off for 2009), Employee will be entitled to a Bonus
equal to 20% of the Target Bonus; and (C) less than 7.25% (100% of the Target Loans Charged
Off for 2009) but equal to or greater than 7%, Employee will be entitled to a Bonus equal to
20% of the Target Bonus plus the product of 2% of the Target Bonus and a fraction, the
numerator of which is equal to 7.25% minus the Corporation’s Loans Charged Off for 2009
expressed as a percentage, and the denominator of which is .25%.




     Capitalized terms used in this Exhibit A and not defined elsewhere in the Agreement
have the definitions set forth below.



2









 






     (a) “Consolidated”: as it applies to the Corporation, the Corporation and its
Subsidiaries on a consolidated basis in accordance with GAAP, after eliminating all
intercompany items.




     (b) “GAAP”: generally accepted accounting principles in effect from time to time in the
United States of America, applied on a consistent basis.




     (c) “Loans Charged Off”: for any period, the Consolidated aggregate amount of loans
charged off (including principal and interest) of the Corporation, determined in accordance
with GAAP.




     (d) “Net Income”: for any period, the Consolidated net income of the Corporation,
determined in accordance with GAAP.




     (e) “Net Finance Receivables”: at any date, the Consolidated net finance receivables of
the Corporation (prior to any allowance for loan losses), determined in accordance with
GAAP.




     (f) “Plan” means the 2009 Annual Plan for the Corporation approved by the Board at its
January 9, 2009 meeting.




     (g) “Target Loans Charged Off”: the target amount of Loans Charged Off for calendar
year 2009 set forth in the Plan by the Board (7.25% for 2009).




     (h) “Target Net income”: the target amount of Net Income for calendar year 2009 set
forth in the Plan by the Board ($12,567 for 2009).




     (i) “Target Net Finance Receivables”: the target amount of average Net Finance
Receivables for the year ending December 31, 2009 set forth in the Plan by the Board
($190,003 for 2009).




     (j) “Target Total General and Administrative Expense Percentage”: the target Total
General and Administrative Expense Percentage for calendar year 2009 set forth in the Plan
by the Board (42.37% of total income, based on a plan of $71,974 for 2009).




     (k) “Total General and Administrative Expense Percentage”: for any period, the
Consolidated total general and administrative operating expenses of the Corporation divided
by the total income of the Corporation, in each case determined in accordance with GAAP and
expressed as a percentage.




     Illustration: Solely for purposes of illustrating the calculation of the Bonus
contemplated in this Exhibit A, if the Company’s (i) Net Income for calendar year 2009 is
98% of Target Net Income for that year, (ii) Net Finance Receivables for the year ending
December 31, 2009 are 102% of Target Net Finance Receivables for that year, (iii) the Total
General and Administrative Expense Percentage for calendar year 2009 is 88% of the Target
Total General and Administrative Expense Percentage for that year, and (iv) Loans Charged
Off for calendar year 2009 are 102% of Target Loans Charged



3









 







Off for that year, then the Bonus would be (32% + 20% + 20% + 16.13%) of $151,925 or
$133,891.50.




	3.	 	The parties hereby agree that the Agreement will continue to be in full force and effect as
modified by the terms of this Amendment.





     IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first
above written.



	 	 	 	 	 	 	 

	 	 	EMPLOYEE:	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ C. Glynn Quattlebaum	 	 
	 	 	 	 	 
	 	 	C. GLYNN QUATTLEBAUM	 	 
	 
	 	 	 	 	 	 
	 	 	CORPORATION:	 	 
	 
	 	 	 	 	 	 
	 	 	REGIONAL MANAGEMENT CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Thomas F. Fortin	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	CEO	 	 
	 

	 	 	 	 

	 	 











4









 








THIRD AMENDMENT TO

EMPLOYMENT AGREEMENT

BETWEEN

REGIONAL MANAGEMENT CORP. AND C. GLYNN QUATTLEBAUM




     This
Third Amendment to Employment Agreement (“Amendment”) is
made and entered into this 13th
day of April, 2010, by and between C. Glynn Quattlebaum (“Employee”) and Regional Management
Corp., a South Carolina corporation (“Corporation”).



W I T N E S S E T H




     WHEREAS, the Employee and the Corporation entered into an Employment Agreement dated March 21,
2007, as amended (“Agreement”); and



     WHEREAS, the Employee and the Corporation desire to amend the Agreement effective January 1,
2010.



     NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:




	1.	 	Section 2.4(b) of the Agreement shall be amended and restated in its entirety effective
January 1, 2010 to read as follows:






          (b) Bonus. At the beginning of each calendar year during the Employment Period
in connection with the Board’s approval of the Company’s annual plan for that calendar year,
the Board shall establish and communicate to Employee performance criteria for the Company
and/or Employee and one or more objective formula(s) for determining Employee’s bonus
payment (the “Bonus”) for that calendar year. The performance criteria and objective
formulas for the 2010 calendar year are set forth in Exhibit A hereto. If Employee is
employed by the Corporation on the last day of the applicable calendar year, Employee will
be entitled to receive a Bonus in an amount determined in accordance with such objective
formula(s) set by the Board based on the actual performance of the Company and/or Employee
relative to the performance criteria established by the Board for that year. The formulas
shall include an aggregate “Target Bonus” for any given calendar year equal to forty-two and
two fifths percent (42.4%) of the Employee’s salary in effect at the beginning of that
calendar year. Any Bonus due to Employee pursuant to this Section 2.4(b) shall be paid in
cash in a lump sum within 15 calendar days after the completion of the year-end audited
financial statements for the applicable calendar year, and in no event later than March 14
of the calendar year following the applicable calendar year. Unless otherwise addressed
under Section 2.7, Bonus entitlement vests and is fully payable if Employee is employed by
the Corporation on the last day of the applicable calendar year, even if Employee is no
longer employed at the time the Bonus is scheduled to be paid.




	2.	 	Exhibit A of the Agreement shall be amended and restated in its entirety effective January 1,
2010 to read as follows:




 









 











Exhibit A




Performance Targets and Bonus Formulas for Calendar Year 2010




     This Exhibit A sets forth the performance targets and formulas for calculating
Employee’s calendar year 2010 Bonus if Employee remains employed by the Corporation on the
last day of calendar year 2010. The 2010 Bonus is divided into five components. Each
component is subject to satisfaction of its own financial test set forth below. The total
Bonus may include all, some, one or none of the components depending on whether the
financial tests for the different components are met for calendar year 2010:




     (i) If the Corporation’s Net Income From Operations for calendar year 2010 is (A) equal
to or greater than 90% but less than 100% of the Target Net Income From Operations for 2010,
Employee will be entitled to a Bonus equal to 30% of the “Target Bonus multiplied by a
fraction, the numerator of which is equal to the Corporation’s Net Income From Operations
for 2010 expressed as a percentage of the Target Net Income From Operations for 2010 minus
100%, and the denominator of which is equal to 10%; and (B) equal to or greater than 100% of
the Target Net Income From Operations for 2010, Employee will be entitled to a Bonus equal
to 30% of the Target Bonus multiplied a fraction, the numerator of which is equal to the
Corporation’s Net Income From Operations for 2010 expressed as a percentage of the Target
Net Income From Operations for 2010, and the denominator of which is equal to 100%;
provided, however, that the award earned on account of the Corporation’s Net Income From
Operations shall not exceed 33% of the Target Bonus;




     (ii) If the Corporation’s average monthly Net Finance Receivables for the year ending
December 31, 2010 are equal to or greater than 100% of the Target Net Finance Receivables,
Employee will be entitled to a Bonus equal to 13.3% of the Target Bonus multiplied a
fraction, the numerator of which is equal to the Corporation’s Net Finance Receivables for
2010 expressed as a percentage of the Target Net Finance Receivables for 2010, and the
denominator of which is equal to 100%; provided, however, that the award earned on account
of the Corporation’s Net Finance Receivables shall not exceed 14.63% of the Target Bonus;




     (iii) If the Corporation’s Total General and Administrative Expense Percentage for
calendar year 2010 is equal to or less than 100% of the Target Total General and
Administrative Expense Percentage for 2010, Employee will be entitled to a Bonus equal to
13.3% of the Target Bonus multiplied by the sum of one and the difference between 100% and
the Corporation’s Total General and Administrative Expense Percentage for 2010 expressed as
a percentage of the Target Total General and Administrative Expense Percentage for 2010;
provided, however, that the award earned on account of the Corporation’s Total General and
Administrative Expense Percentage shall not exceed 14.63% of the Target Bonus;




     (iv) If the Corporation’s Net Loans Charged Off for calendar year 2010 are equal to or
less than 100% of the Target Net Loans Charged Off for 2010, Employee will



2









 







be entitled to a Bonus equal to 13.3% of the Target Bonus multiplied by the sum of one
and the difference between 100% and the Corporation’s Net Loans Charged Off for 2010
expressed as a percentage of the Target Net Loans Charged Off for 2010; provided, however,
that the award earned on account of the Corporation’s Net Loans Charged Off shall not exceed
14.63% of the Target Bonus; and




     (v) If the Corporation’s Total Debt/EBITDA for calendar year 2010 is (A) greater than
100% of the Target Total Debt/EBITDA for 2010 but less than 110% of the Target Total
Debt/EBITDA for 2010, Employee will be entitled to a Bonus equal to 30% of the Target Bonus
multiplied by a fraction, the numerator of which is equal to the difference between 110% and
the Corporation’s Total Debt/EBITDA for 2010 expressed as a percentage of the Target Total
Debt/EBITDA for 2010 and the denominator of which is equal to 10%; and (B) if the
Corporation’s Total Debt/EBITDA for calendar year 2010 is equal to or less than 100% of the
Target Total Debt/EBITDA for 2010, Employee will be entitled to a Bonus equal to 30% of the
Target Bonus multiplied by the sum of one and the difference between 100% and the
Corporation’s Total Debt/EBITDA for 2010 expressed as a percentage of the Target Total
Debt/EBITDA for 2010; provided, however, that the award earned on account of the
Corporation’s Total Debt/EBITDA shall not exceed 33% of the Target Bonus.




     Capitalized terms used in this Exhibit A and not defined elsewhere in the Agreement
have the definitions set forth below.




     (a) “Consolidated”: as it applies to the Corporation, the Corporation and its
Subsidiaries on a consolidated basis in accordance with GAAP, after eliminating all
intercompany items.




     (b) “GAAP”: generally accepted accounting principles in effect from time to time in the
United States of America, applied on a consistent basis. All amounts determined in
accordance with GAAP shall be reviewed by the Corporation’s outside CPA firm.




     (c) “Net Finance Receivables”: at any date, the Consolidated net finance receivables of
the Corporation (prior to any allowance for loan losses and net of unearned interest and
fees), determined in accordance with GAAP.




     (d) “Net Income From Operations”: for any period, the Consolidated net income from
operations of the Corporation, determined in accordance with GAAP.




     (e) “Net Loans Charged Off”: for any period, the Consolidated aggregate amount of loans
charged off net of recoveries (prior to allowances and net of unearned interest and fees) of
the Corporation, determined in accordance with GAAP.




     (f) “Plan” means the 2010 Annual Plan for the Corporation approved by the Board at its
January 18, 2010 meeting.



3









 






     (g) “Target Net Finance Receivables”: the target amount of average Net Finance
Receivables for the year ending December 31, 2010 set forth in the Plan by the Board
($214,115 for 2010).




     (h) “Target Net Income From Operations”: the target amount of Net Income From
Operations for calendar year 2010 set forth in the Plan by the Board ($15,151 for 2010).




     (i) “Target Net Loans Charged Off”: the target amount of Net Loans Charged Off for
calendar year 2010 set forth in the Plan by the Board (8.5% for 2010).




     (j) “Target Total Debt/EBITDA”: the target amount of Total Debt/EBITDA for calendar
year 2010 set forth in the Plan by the Board (5.7x for 2010).




     (k) “Target Total General and Administrative Expense Percentage”: the target Total
General and Administrative Expense Percentage for calendar year 2010 set forth in the Plan
by the Board (41.7% of total revenue, based on plan revenues of
$81,927 for 2010).




     (l) “Total Debt/EBITDA”: for any period, the ratio of the total debt of the Corporation
(representing the average senior debt for the year plus the ending balance of other
outstanding net debt at the end of year) to the Corporation’s earnings before interest,
taxes, depreciation and amortization, each determined in accordance with GAAP.




     (m) “Total General and Administrative Expense Percentage”: for any period, the
Consolidated total general and administrative operating expenses of the Corporation divided
by the total revenue of the Corporation, in each case determined in accordance with GAAP and
expressed as a percentage.




     Illustration: Solely for purposes of illustrating the calculation of the Bonus
contemplated in this Exhibit A, if the Company’s (i) Net Income From Operations for calendar
year 2010 is 98% of Target Net Income From Operations for that year, (ii) Net Finance
Receivables for the year ending December 31, 2010 are 102% of Target Net Finance Receivables
for that year, (iii) the Total General and Administrative Expense Percentage for calendar
year 2010 is 88% of the Target Total General and Administrative Expense Percentage for that
year, (iv) Net Loans Charged Off for calendar year 2010 are 102% of Target Net Loans Charged
Off for that year, and (v) Total Debt/EBITDA for calendar year 2010 is 98% of Target Total
Debt/EBITDA, then the Bonus would be (24% + 13.57% + 14.63% + 0% + 30.6%) of $184,779.20 or
$152,997.18.




	3.	 	The parties hereby agree that the Agreement will continue to be in full force and effect as
modified by the terms of this Amendment.




4









 











     IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first
above written.



	 	 	 	 	 	 	 

	 	 	EMPLOYEE:	 	 
	 
	 	 	 	 	 	 
	 	 	/s/  C.
Glynn
Quattlebaum	 	 
	 	 	 	 	 
	 	 	C. GLYNN QUATTLEBAUM	 	 
	 
	 	 	 	 	 	 
	 	 	CORPORATION:	 	 
	 
	 	 	 	 	 	 
	 	 	REGIONAL MANAGEMENT CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Thomas F. Fortin	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	CEO	 	 
	 

	 	 	 	 

	 	 







5









 








FOURTH AMENDMENT TO

EMPLOYMENT AGREEMENT

BETWEEN

REGIONAL MANAGEMENT CORP. AND C. GLYNN QUATTLEBAUM




     This Fourth Amendment to Employment Agreement (“Amendment”) is made and entered into this
17th day of May, 2011, by and between C. Glynn Quattlebaum (“Employee”) and Regional Management Corp., a
South Carolina corporation (“Corporation”).



W I T N E S S E T H




     WHEREAS, the Employee and the Corporation entered into an Employment Agreement dated March 21,
2007, as amended (“Agreement”); and



     WHEREAS, the Employee and the Corporation desire to amend the Agreement effective January 1,
2011.



     NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:




	1.	 	Section 2.4(b) of the Agreement shall be amended and restated in its entirety effective
January 1, 2011 to read as follows:






          (b) Bonus. At the beginning of each calendar year during the Employment Period
in connection with the Board’s approval of the Company’s annual plan for that calendar year,
the Board shall establish and communicate to Employee performance criteria for the Company
and/or Employee and one or more objective formula(s) for determining Employee’s bonus
payment (the “Bonus”) for that calendar year. The performance criteria and objective
formulas for the 2011 calendar year are set forth in Exhibit A hereto. If Employee is
employed by the Corporation on the last day of the applicable calendar year, Employee will
be entitled to receive a Bonus in an amount determined in accordance with such objective
formula(s) set by the Board based on the actual performance of the Company and/or Employee
relative to the performance criteria established by the Board for that year. The formulas
shall include an aggregate “Target Bonus” for any given calendar year equal to forty-two and
two fifths percent (42.4%) of the Employee’s salary in effect at the beginning of that
calendar year. Any Bonus due to Employee pursuant to this Section 2.4(b) shall be paid in
cash in a lump sum within 15 calendar days after the completion of the year-end audited
financial statements for the applicable calendar year, and in no event later than March 14
of the calendar year following the applicable calendar year. Unless otherwise addressed
under Section 2.7, Bonus entitlement vests and is fully payable if Employee is employed by
the Corporation on the last day of the applicable calendar year, even if Employee is no
longer employed at the time the Bonus is scheduled to be paid.



 









 






	2.	 	Exhibit A of the Agreement shall be amended and restated in its entirety effective January 1,
2011 to read as follows:





Exhibit A




Performance Targets and Bonus Formulas for Calendar Year 2011




     This Exhibit A sets forth the performance targets and formulas for calculating
Employee’s calendar year 2011 Bonus if Employee remains employed by the Corporation on the
last day of calendar year 2011. The 2011 Bonus is divided into five components. Each
component is subject to satisfaction of its own financial test set forth below. The total
Bonus may include all, some, one or none of the components depending on whether the
financial tests for the different components are met for calendar year 2011:




     (i) If the Corporation’s Net Income From Operations for calendar year 2011 is (A) equal
to or greater than 90% but less than 100% of the Target Net Income From Operations for 2011,
Employee will be entitled to a Bonus equal to 30% of the Target Bonus multiplied by a
fraction, the numerator of which is equal to the Corporation’s Net Income From Operations
for 2011 expressed as a percentage of the Target Net Income From Operations for 2011 minus
90%, and the denominator of which is equal to 10%; and (B) equal to or greater than 100% of
the Target Net Income From Operations for 2011, Employee will be entitled to a Bonus equal
to 30% of the Target Bonus multiplied a fraction, the numerator of which is equal to the
Corporation’s Net Income From Operations for 2011 expressed as a percentage of the Target
Net Income From Operations for 2011, and the denominator of which is equal to 100%;
provided, however, that the award earned on account of the Corporation’s Net Income From
Operations shall not exceed 33% of the Target Bonus;




     (ii) If the Corporation’s average monthly Net Finance Receivables for the year ending
December 31, 2011 are equal to or greater than 100% of the Target Net Finance Receivables,
Employee will be entitled to a Bonus equal to 13.3% of the Target Bonus multiplied a
fraction, the numerator of which is equal to the Corporation’s Net Finance Receivables for
2011 expressed as a percentage of the Target Net Finance Receivables for 2011, and the
denominator of which is equal to 100%; provided, however, that the award earned on account
of the Corporation’s Net Finance Receivables shall not exceed 14.63% of the Target Bonus;




     (iii) If the Corporation’s Total General and Administrative Expense Percentage for
calendar year 2011 is equal to or less than 100% of the Target Total General and
Administrative Expense Percentage for 2011, Employee will be entitled to a Bonus equal to
13.3% of the Target Bonus multiplied by the sum of one and the difference between 100% and
the Corporation’s Total General and Administrative Expense Percentage for 2011 expressed as
a percentage of the Target Total General and Administrative Expense Percentage for 2011;
provided, however, that the award earned on account of the Corporation’s Total General and
Administrative Expense Percentage shall not exceed 14.63% of the Target Bonus;



2









 






     (iv) If the Corporation’s Net Loans Charged Off for calendar year 2011 are equal to or
less than 100% of the Target Net Loans Charged Off for 2011, Employee will be entitled to a
Bonus equal to 13.3% of the Target Bonus multiplied by the sum of one and the difference
between 100% and the Corporation’s Net Loans Charged Off for 2011 expressed as a percentage
of the Target Net Loans Charged Off for 2011; provided, however, that the award earned on
account of the Corporation’s Net Loans Charged Off shall not exceed 14.63% of the Target
Bonus; and




     (v) If the Corporation’s Total Debt/EBITDA for calendar year 2011 is (A) greater than
100% of the Target Total Debt/EBITDA for 2011 but less than 110% of the Target Total
Debt/EBITDA for 2011, Employee will be entitled to a Bonus equal to 30% of the Target Bonus
multiplied by a fraction, the numerator of which is equal to the difference between 110% and
the Corporation’s Total Debt/EB1TDA for 2011 expressed as a percentage of the Target Total
Debt/EBITDA for 2011 and the denominator of which is equal to 10%; and (B) if the
Corporation’s Total Debt/EBITDA for calendar year 2011 is equal to or less than 100% of the
Target Total Debt/EBITDA for 2011, Employee will be entitled to a Bonus equal to 30% of the
Target Bonus multiplied by the sum of one and the difference between 100% and the
Corporation’s Total Debt/EBITDA for 2011 expressed as a percentage of the Target Total
Debt/EBITDA for 2011; provided, however, that the award earned on account of the
Corporation’s Total Debt/EBITDA shall not exceed 33% of the Target Bonus.




     Capitalized terms used in this Exhibit A and not defined elsewhere in the Agreement
have the definitions set forth below.




     (a) “Consolidated”: as it applies to the Corporation, the Corporation and its
Subsidiaries on a consolidated basis in accordance with GAAP, after eliminating all
intercompany items.




     (b) “GAAP”‘: generally accepted accounting principles in effect from time to time in
the United States of America, applied on a consistent basis. All amounts determined in
accordance with GAAP shall be reviewed by the Corporation’s outside CPA firm.




     (c) “Net Finance Receivables”: at any date, the Consolidated net finance receivables of
the Corporation (prior to any allowance for loan losses and net of unearned interest and
fees), determined in accordance with GAAP.




     (d) “Net Income From Operations”: for any period, the Consolidated net income from
operations of the Corporation, determined in accordance with GAAP.




     (e) “Net Loans Charged Off”: for any period, the Consolidated aggregate amount of loans
charged off net of recoveries (prior to allowances and net of unearned interest and fees) of
the Corporation, determined in accordance with GAAP.




     (f) “Plan” means the 2011 Annual Plan for the Corporation approved by the Board at its
December 22, 2010 meeting.



3









 






     (g) “Target Net Finance Receivables”: the target amount of average Net Finance
Receivables for the year ending December 31, 2011 set forth in the Plan by the Board
($248,796,000 for 2011).




     (h) “Target Net Income From Operations”: the target amount of Net Income From
Operations for calendar year 2011 set forth in the Plan by the Board ($22,188,000 for 2011),




     (i) “Target Net Loans Charged Off”: the target amount of Net Loans Charged Off for
calendar year 2011 set forth in the Plan by the Board (7.67% for 2011).




     (j) “Target Total Debt/EBITDA”: the target amount of Total Debt/EBITDA for calendar
year 2011 set forth in the Plan by the Board (4.2x for 2011).




     (k) “Target Total General and Administrative Expense Percentage”: the target Total
General and Administrative Expense Percentage for calendar year 2011 set forth in the Plan
by the Board (38.2% of total revenue, based on plan revenues of $98,241,000 for 2011).




     (l) “Total Debt/EBITDA”: for any period, the ratio of the total debt of the Corporation
(representing the average senior debt for the year plus the ending balance of other
outstanding net debt at the end of year) to the Corporation’s earnings before interest,
taxes, depreciation and amortization, each determined in accordance with GAAP.




     (m) “Total General and Administrative Expense Percentage”: for any period, the
Consolidated total general and administrative operating expenses of the Corporation divided
by the total revenue of the Corporation, in each case determined in accordance with GAAP and
expressed as a percentage.




     Illustration: Solely for purposes of illustrating the calculation of the Bonus
contemplated in this Exhibit A, if the Company’s (i) Net Income From Operations for calendar
year 2011 is 98% of Target Net Income From Operations for that year, (ii) Net Finance
Receivables for the year ending December 31, 2011 are 102% of Target Net Finance Receivables
for that year, (iii) the Total General and Administrative Expense Percentage for calendar
year 2011 is 88% of the Target Total General and Administrative Expense Percentage for that
year, (iv) Net Loans Charged Off for calendar year 2011 are 102% of Target Net Loans Charged
Off for that year, and (v) Total Debt/EBITDA for calendar year 2011 is 98% of Target Total
Debt/EBITDA, then the Bonus would be (24% + 13.57% + 14.63% + 0% + 30.6%) of $184,606.25 or
$152,853.98.




	3.	 	The parties hereby agree that the Agreement will continue to be in full force and effect as
modified by the terms of this Amendment.




4









 











     IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first
above written.



	 	 	 	 	 	 	 

	 	 	EMPLOYEE:	 	 
	 
	 	/s/ C. Glynn Quattlebaum	 	 
	 	 	 	 	 
	 	 	C. GLYNN QUATTLEBAUM	 	 
	 
	 	 	 	 	 	 
	 	 	CORPORATION:	 	 
	 
	 	 	 	 	 	 
	 	 	REGIONAL MANAGEMENT CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Thomas F. Fortin	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	Chief Executive Officer	 	 
	 

	 	 	 	 

	 	 







5