ex104.htm


    Exhibit 10.4


     

    
      	
               
      

            	
              AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT

            


    

     

    THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, originally effective as of January 1,
1999 and amended by the First Amendment to Employment Agreement dated as of
December 31, 1999, (collectively the "Previous Employment Agreement"), is
amended and restated effective as of December 23, 2008, by and between
COMPUCREDIT CORPORATION, a Georgia corporation ("CompuCredit"), and RICHARD R.
HOUSE, JR., an individual resident of the State of Georgia
("Employee").  This Agreement amends, restates and supersedes the
Previous Employment Agreement.

     

    W
I T N E S S E T H:

     

    WHEREAS,
the parties hereto entered into that certain employment agreement, effective as
of January 1, 1999, providing for the employment of Employee by CompuCredit on
the terms and conditions therein; and

     

    WHEREAS,
the parties amended that certain employment agreement by the First Amendment to
Employment Agreement, effective as of December 31, 1999; and

     

    WHEREAS,
in consideration of, among other things, CompuCredit's promotion of Employee to
President, increasing Employee's compensation and granting Employee additional
stock options, Employee agreed to devote 100% of his business efforts to
CompuCredit; and

     

    WHEREAS,
the Company and the Employee now desire to amend and restate the Previous
Employment Agreement to reflect the provisions of Section 409A of the Internal
Revenue Code of 1986, as amended, and the final regulations issued
thereunder.

     

    NOW,
THEREFORE, for and in consideration of the Employee's continued employment with
CompuCredit and the premises and the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, CompuCredit and Employee hereby agree to amend
and restate the Original Agreement as follows and hereby intend that the
parties' respective rights, duties and obligations with respect to Employee's
employment with CompuCredit shall hereinafter be set forth below:

     

    1.0           RELATIONSHIP
ESTABLISHED.  Upon the terms and subject to the conditions of this
Agreement, CompuCredit hereby employs Employee to serve as the President of
CompuCredit, and, as such, Employee shall perform the executive level services
(the "Services") for CompuCredit as delegated to him from time to time by
CompuCredit's Chief Executive Officer (or his designee).  Employee
hereby agrees to devote 100% of his business time, attention, energy and skill
exclusively to performing his obligations and duties hereunder and to engage in
no business activities other than the performance of his obligations and duties
hereunder, except for those specific activities as the CEO of CompuCredit shall
approve in advance in writing. Employee shall perform his obligations and duties
hereunder diligently, faithfully and to the best of his abilities and, in doing
so, shall comply with applicable CompuCredit policies and procedures. During the
"Term" (as defined below) Employee shall not, directly or indirectly, make any
advance, loan, extension of credit or capital contribution to, or purchase any
stocks, bonds or other securities of, or make any investment in, any individual,
partnership, corporation, limited liability company, trust, trustee, joint stock
company, unincorporated organization, joint venture, association, governmental
authority or other entity (each, an "Entity") other than CompuCredit without the
prior written consent of the CEO of CompuCredit; PROVIDED, HOWEVER, that
Employee shall be permitted to have a direct or indirect equity ownership of no
greater than 2% of the equity of an Entity listed on a major U.S. exchange or
traded on a NASDAQ over-the-counter market.

     

     

    2.0           TERM;
TERMINATION.

     

     

    2.1           TERM
OF EMPLOYMENT. The term of Employee's employment under this Agreement shall
commence on the date hereof and shall continue indefinitely on an at will basis,
subject to termination at any time by either party on not less than thirty (30)
days prior written notice by either party, or as otherwise provided pursuant to
Section 2.2 of this Agreement.  The period of time Employee is
employed by CompuCredit shall be referred to as the "Term."

     

    2.2           TERMINATION
OF EMPLOYMENT.

     

    (a)           This
Agreement shall automatically and immediately terminate upon the death of
Employee; or

     

    (b)           Either
party may terminate this Agreement upon the Complete Disability of Employee.
"Complete Disability", as used herein, shall mean the inability of Employee by
reason of any physical or mental impairment to perform fully and effectively, as
determined in the reasonable judgment of a competent physician selected in good
faith by CompuCredit, the Services on a full time basis for an aggregate of 90
days in any period of 180 consecutive days.

     

     

    (c)           In
addition to any other rights or remedies available to CompuCredit, CompuCredit
may, in its sole discretion, terminate Employee's employment for Cause effective
immediately upon delivery of written notice to Employee.  In this
Agreement, "Cause" means the reasonable, good faith determination of a majority
of the Board of Directors of CompuCredit that:

     

     

    (i) (A)
Employee has committed an act constituting fraud, deceit or intentional material
misrepresentation with respect to CompuCredit or any client, customer or
supplier of CompuCredit; (B) Employee has embezzled funds or assets from
CompuCredit or any client or customer of CompuCredit; (C) Employee has
engaged in willful misconduct or gross negligence in the performance of the
Services; (D) Employee has failed to comply with any of the terms of Section 1
or Section 9 hereof;

     

    (ii)           Employee
has breached or defaulted in the performance of any other provision of this
Agreement and has not cured such breach or default to CompuCredit's reasonable
satisfaction within thirty (30) days after receiving notice thereof;
or

     

    (iii)           Employee's
conduct is materially detrimental to the reputation of CompuCredit which
Employee has not cured (if such conduct is curable in Employer's reasonable
opinion) to CompuCredit's reasonable satisfaction within ten (10) days after
receiving notice thereof.

     

    (d) The date
on which Employee's employment expires or terminates for any reason is referred
to herein as the "Termination Date."

     

    3.0           COMPENSATION.

     

    (a) During
the Term, CompuCredit shall pay Employee as compensation for the Services an
annual salary as set forth on EXHIBIT A hereto and incorporated herein by
reference. Such compensation shall be payable in substantially equal
semi-monthly installments or in such other installments or at such other
intervals as may be the policy of CompuCredit from time to time, but no less
frequently than monthly, and shall be subject to such deductions and
withholdings as are required by law or policies of CompuCredit in effect from
time to time. Employee's salary per annum may from time to time be adjusted as
agreed in writing by both CompuCredit and Employee.

     

    (b) Prior to
the commencement of each fiscal year or within three (3) months following the
commencement of each such fiscal year, Employee and CompuCredit shall in good
faith mutually establish bonus amounts and targets for Employee for such fiscal
year. Subject to Section 3(d) below, any bonus earned by Employee shall be
prorated for any partial fiscal year worked by Employee.  Any bonus
payments due hereunder shall be payable to the Employee no later than 2 1⁄2 months
after the end of the calendar year in which Employee becomes vested in such
bonus for purposes of Section 409A of the Internal Revenue Code.

     

    (c) Notwithstanding
anything to the contrary herein, if this Agreement is terminated for any of the
reasons set forth in Section 2 hereof, CompuCredit shall be released of its
obligation to pay further compensation or benefits to Employee as set forth in
this Agreement; PROVIDED, HOWEVER, subject to Section 20.0 below, that Employee
shall be entitled to receive (i) any salary already earned under Section 3(a)
above as set forth therein, and (ii) a portion of any previously agreed upon
bonus (prorated based upon full months worked by Employee) for any fiscal year
in which Employee worked for CompuCredit for at least 6 months within thirty
(30) days of the Termination Date.  Employee will not be entitled to
any severance or other benefits upon any termination of his employment
hereunder.

     

    4.0           VACATION.
During the Term of this Agreement, Employee shall be entitled to such number of
weeks of paid vacation in each calendar year of the Term as is provided in, and
in accordance with, CompuCredit's policies in effect from time to time for
management employees.

     

    5.0           BENEFITS.
During the Term of this Agreement, Employee shall be entitled to participate in
executive employee benefit plans generally provided by CompuCredit to its
executives, but only if and to the extent provided from time to time in such
executive benefits plans and for so long as CompuCredit provides or offers such
benefit plans.

     

    6.0           REIMBURSEMENT
FOR EXPENSES. CompuCredit shall reimburse Employee for reasonable out-of-pocket
expenses incurred by Employee in connection with the performance of the Services
hereunder for travel; entertainment and other miscellaneous expenses to the
extent such expenses are consistent with CompuCredit's reimbursement policy as
the same shall be in effect from time to time. Reimbursement shall be made only
against an itemized list of such expenses submitted to CompuCredit by Employee
within thirty (30) days after being incurred, and, to the extent requested by
CompuCredit, receipts and invoices evidencing such expenses.  In no
event shall any such reimbursement be made later than thirty (30) days after the
period for submitting such itemized list expires.

     

    7.0           CONFIDENTIALITY.

     

    (a)           PROPRIETARY
INFORMATION. Employee acknowledges that as an employee of CompuCredit, he may
from time to time have access to and be provided with trade secrets (as defined
under applicable law), and other confidential, secret and proprietary
information including without limitation, financial statements or information,
technical or nontechnical data, formulae, compilations, programs, methods, data,
financial plans, models, product plans, marketing or sales strategies, portfolio
information, or lists of actual or potential borrowers, loan program
participants or other customers not generally available to the public concerning
any aspect of the products, services or businesses of CompuCredit, its
affiliates, or its and their officers, directors, employees, advisers, agents or
other personnel (collectively, "Proprietary Information"). Employee agrees that
he will not, directly or indirectly, disclose, publish, disseminate or use any
confidential information except as authorized herein. Employee may use
confidential information to perform the Services but in doing so will only allow
dissemination of confidential information to any Entity on a strict need-to-know
basis (provided such persons are first informed of the confidential nature of
such information and directed to use or disclose it only as permitted herein).
If disclosure of any Confidential Information is required by law, a court or
agency of the government, then Employee may make such disclosure after providing
CompuCredit with reasonable notice, to the extent that providing such notice to
CompuCredit is legally permissible, so that CompuCredit may seek protective
relief.

     

    (b)           Notwithstanding
the provisions of Section 7(a) above, the following shall not be considered to
be Proprietary information: (i) any information that was in the public domain
through no fault or act of Employee prior to the disclosure thereof to Employee;
(ii) any information that came to House during any employment prior to that with
CompuCredit, with the exception of information gained while working at Equifax
on behalf of CompuCredit; (iii) any information that comes into the public
domain through no fault or act of Employee; and (iv) any confidential business
information that is not a trade secret on the three (3) year anniversary of the
Termination Date; PROVIDED, HOWEVER, that the limited duration of the
confidentiality obligation with regard to Proprietary Information not
constituting a trade secret shall not operate or be construed as affording
Employee any right or license thereafter to use Proprietary Information, or as a
waiver by CompuCredit of the rights and benefits otherwise available to
CompuCredit under the laws governing the protection and enforceability of
patents, trade secret and other intellectual property.

     

    (c)           RETURN
OF MATERIALS.  On or before the Termination Date, or when otherwise
requested by CompuCredit, Employee will deliver promptly to CompuCredit all
Proprietary Information and all other files, customer lists, management reports,
drawings, memoranda, forms, financial data and reports and other materials or
documents and equipment provided to, or obtained or created by Employee in
connection with the Services (including all copies of the foregoing, and
including all notes, records and other materials of or relating to CompuCredit
or their respective customers) in his possession or control and shall destroy
all other Proprietary Information in his possession.

     

    8.0           TRANSFER
AND ASSIGNMENT TO COMPUCREDIT.

     

    (a) To the
greatest extent possible, any Work Product will be "work made for hire" (as
defined in the Copyright Act, 17 U.S.C.A. ss. 101 et Seq., as amended) and owned
exclusively by CompuCredit. In this Agreement, "Work Product" means work
product, property, data, documentation, "know-how," concepts, plans, inventions,
improvements, techniques, processes or information of any kind, prepared,
conceived, discovered, developed or created by Employee while employed by
CompuCredit. Employee hereby unconditionally and irrevocably transfers and
assigns to CompuCredit all right, title and interest Employee has or will have,
by operation of law or otherwise, in or to any Work Product, including, without
limitation, all patents, copyrights, trademarks, service marks, trade secrets
and other intellectual property rights. Employee agrees to execute and deliver
to CompuCredit any transfers or other instruments which CompuCredit may deem
necessary or appropriate to vest complete title and ownership of any Work
Product, and all rights therein, exclusively in CompuCredit.

     

    (b) POWER OF
ATTORNEY. Employee hereby irrevocably constitutes and appoints CompuCredit as
his agent and attorney-in-fact, with full power of substitution, in the name,
place and stead of Employee, to execute and deliver any and all assignments or
other instruments described in Section 8(a) above that Employee fails or refuses
promptly to execute and deliver. The foregoing power and agency are coupled with
an interest and are irrevocable.

     

    9.0           COVENANT
AGAINST COMPETITION.

     

    (a)           Employee
acknowledges that the Proprietary Information that he has acquired and will
acquire, prior to and during the Term, includes and will include information
that could be used by Employee on behalf of a Competitor (as hereinafter
defined), its affiliates or others to the substantial detriment of CompuCredit.
Moreover, the parties recognize that Employee during the course of his
employment with CompuCredit will develop important relationships with customers
and others having valuable business relationships with CompuCredit. In view of
the foregoing, Employee acknowledges and agrees that the restrictive covenants
contained in this Agreement are reasonably necessary to protect CompuCredit's
legitimate business interests and goodwill. If Employee is terminated without
Cause, he will only be bound by the covenant against competition if CompuCredit
elects to pay Employee his then current salary for the one (1) year period of
time from and after the Termination Date.  Any such payments to be
made during such one (1) year period shall be made in the same manner as
Employee’s annual salary as of the Termination Date, subject to Section 20.0
below.

     

    (b)           DEFINITIONS.

     

    (i) "COMPETITIVE
POSITION"- (A) the direct or indirect equity ownership (excluding ownership of
less than 2% of the equity of an Entity listed on a major U.S. exchange or
traded on a NASDAQ over-the-counter market) or control of all or any portion of
a "Competitor" (as hereinafter defined), or (B) any employment, consulting,
partnership, advisory, directorship, agency, promotional or independent
contractor arrangement between Employee and any Competitor whereby Employee is
required to perform services substantially similar to the Services.

     

    (ii) "COMPETITOR"-
Any Entity who provides services substantially similar to Company
Services.

     

    (iii) "CUSTOMERS"-
All Persons within the Territory during the one-year period prior to the
Termination Date (A) to whom Employee offered or sold any of the CompuCredit's
products or services (including, without limitation, any opportunity to
participate in any loan program established by CompuCredit), (B) to whom were
offered or sold any of CompuCredit's products or services or about whom Employee
had Proprietary Information, (C) who were approached by CompuCredit with regard
to a product, or (D) who were identified as potential customers by CompuCredit's
models or processes.

     

    (iv) "COMPANY
SERVICES"- (A) purchasing, holding, and selling credit card and home equity
loans (purchased, held or sold by CompuCredit), or portfolios thereof, or both,
(B) providing servicing services, (C) engaging in the business of making credit
card and home equity loans to consumers; and (D) providing and marketing those
products and services offered by CompuCredit at the date hereof.

     

    (v) "TERRITORY"-
The United States, which is the territory within which customers and accounts of
CompuCredit will be located and where Employee will provide Services during the
term of his employment under this Agreement.

     

    (c)           COVENANTS
OF EMPLOYEE.  In consideration of Employee's employment by CompuCredit
and CompuCredit's providing to Employee the consideration described in Section 3
above, and based on and subject to the provisions set forth in Section 9(a)
above, Employee agrees that, during the Term and for a period of one (1) year
from and after the termination of Employee's employment hereunder for any
reason, Employee will not, without the prior written consent of CompuCredit,
directly or indirectly for or on behalf of any Person other than CompuCredit, as
principal, agent or otherwise:

     

    (i) take any
action in furtherance of a Competitive Position; or

     

    (ii) solicit
Customers for the purpose of providing services competitive with any of the
Company Services; or solicit or induce (or attempt to do so) to leave employment
with CompuCredit anyone who is or was, during the last year of Employee's
relationship with CompuCredit, an employee of CompuCredit or an affiliated
Entity who would provide similar services to a Competitor.

     

    (d) Employee
hereby represents and warrants to CompuCredit that he is not now a party to any
agreement, court order, decree or other restriction which restricts him from
using or disclosing to any party any information deemed to be proprietary or
confidential or deemed to be a trade secret, of which in any way restricts
Employee from engaging in or rendering any of the Services.

     

    10.0RESTRICTIONS
UPON SALE OF SHARES.

     

    (a) In
further consideration of the terms of employment granted herein by CompuCredit
to Employee, Employee hereby agrees that (i) throughout the entire Term he will
not, without CompuCredit's prior written consent or except as otherwise provided
in subsection (b) of this Section 10, sell or dispose of more than 150,000
shares of CompuCredit's common stock owned by him as of the date hereof, and
(ii) in selling any CompuCredit shares of common stock during the Term, as
permitted by the preceding clause (i), he will advise CompuCredit in advance of
such sales and will use reasonable efforts to effect such sales so as to
minimize any adverse consequences to transactions proposed by CompuCredit which
involve its common stock.

     

    (b) Notwithstanding
the provisions of subsection (a) above, Employee may, throughout the entire
Term, sell or dispose up to that number of shares of CompuCredit common stock
(inclusive of the 150,000 shares permitted under subsection (a)) proportionate
(in terms of equivalent percentage of CompuCredit shares owned) to the number of
shares of CompuCredit common stock sold or disposed of during the Term by Frank
J. Hanna III or David G. Hanna, whichever is greater.

     

    (c) The
restrictions contained in this Section 10 shall lapse upon a Change of Control.
For this purpose, a "Change of Control" shall mean the acquisition by any single
person or entity or related persons or entities of either substantially all the
assets of the CompuCredit or more than fifty percent (50%) of the outstanding
and issued common stock of CompuCredit.

     

    11.0           INTERPRETATION;
SEVERABILITY. All rights and restrictions contained in this Agreement may be
exercised and shall be applicable and binding only to the extent that they do
not violate any applicable laws and are intended to be limited to the extent
necessary so that they will not render this Agreement illegal, invalid or
unenforceable. It is understood and agreed that the provisions hereof are
severable; if such provisions shall be deemed invalid or unenforceable as to any
period of time, territory, or business activity, such provisions shall be deemed
limited to the extent necessary to render it valid and enforceable, and the
unenforceability of any provisions hereof shall not in any event cause any other
provision hereof to be unenforceable. No provision of this Agreement shall be
construed against or interpreted to the disadvantage of any party hereto by any
court or other governmental or judicial authority by reason of such party having
or being deemed to have structured or dictated such provision.

     

    12.0           RELIEF.  In
the event of any threatened or actual breach of the provisions of this Agreement
by either party, the other party shall be entitled to injunctive relief in
addition to any other remedies it may have at law or in equity.

     

    13.0           NONWAIVER.  Failure
of either party to insist, in one or more instances, on performance by the other
in strict accordance with the terms and conditions of this Agreement shall not
be deemed a waiver or relinquishment of any right granted hereunder or of the
future performance of any such term or condition or of any other term or
condition of this Agreement, unless such waiver is contained in a writing signed
by or on behalf of both parties.

     

    14.0           NOTICES.  Any
notice or other communication required or permitted hereunder shall be deemed
sufficiently given if delivered by hand or sent by registered or certified mail,
return receipt requested, postage and fees prepaid, addressed to the party to be
notified as follows:

    


    
      	
               
      

            	
              (a)

            	
              If
      to CompuCredit:

            	
              CompuCredit
      Corporation

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      to Employee:

            	
              Richard
      R. House, Jr.

            


    

    
      	
               
      

            	 


    

    
      	
               
      

            	 


    

     

    or in
each case to such other address as either party may from time to time designate
in writing to the other. Such notice or communication shall be deemed to have
been given as of the date so delivered or five (5) days after the date so
mailed.

     

    15.0           GOVERNING
LAW. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Georgia.

     

    16.0           ENTIRE
AGREEMENT; AMENDMENT. This Agreement contains the sole and entire agreement
between the parties hereto with respect to CompuCredit's employment of Employee
and supersedes all prior discussions and agreements between the parties relating
to such employment, including, without limitation, the Initial Agreement and the
First Amendment, and any such prior agreements shall, from and after the date
hereof, be null and void. Employee is a sophisticated businessperson and has
received such documents and other information as he has deemed necessary to make
his own independent judgment as to the merits of this Agreement and the
remuneration that he will receive as a result hereof; further, it is hereby
agreed by Employee that neither CompuCredit nor any affiliated entities have
made any representation to Employee other than those specifically set forth in
this Agreement. This Agreement shall not be modified or amended except by an
instrument in writing signed by or on behalf of the parties hereto.

     

    17.0           PARTIES
BENEFITED. This Agreement shall inure to the benefit of, and be binding upon
Employee, CompuCredit, and its respective heirs, legal representatives,
successors and assigns; provided that, as to Employee, this is a personal
service contract and Employee may not assign this Agreement or any part
hereof.

    


    18.0           TAX
CONSEQUENCES. CompuCredit shall have no obligation to Employee with respect to
any tax obligation Employee incurs as a result of or attributable to this
Agreement, including all supplemental agreements and employee benefit plans, if
any, in which Employee may hereafter participate, or arising from any payments
made or to be made hereunder or thereunder.

    


    19.0           COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall for all
purposes be deemed an original, and all of such counterparts shall together
constitute one and the same agreement.

    


    20.0           NONQUALIFIED
DEFERRED COMPENSATION OMNIBUS PROVISION.  It is intended that any
payment or benefit which is provided pursuant to or in connection with this
Agreement which is considered to be deferred compensation subject to Section
409A of the Internal Revenue Code shall be paid and provided in a manner, and at
such time, including without limitation, payment and provision of benefits only
in connection with the occurrence of a permissible payment event contained in
Section 409A (e.g., death, disability, separation from service from CompuCredit
and its affiliates as defined for purposes of Section 409A of the Internal
Revenue Code), and in such form, as complies with the applicable requirements of
Section 409A of the Internal Revenue Code to avoid the unfavorable tax
consequences provided therein for non-compliance.  In connection with
effecting such compliance with Section 409A of the Internal Revenue Code, the
following shall apply:

     

               (a)           Neither
Employee nor CompuCredit shall take any action to accelerate or delay the
payment of any monies and/or provision of any benefits in any manner which would
not be in compliance with Section 409A of the Internal Revenue Code (including
any transition or grandfather rules thereunder).

     

    (b)           If
Employee is a specified employee for purposes of Section 409A(a)(2)(B)(i) of the
Internal Revenue Code, any payment or provision of benefits in connection with a
separation from service event (as determined for purposes of Section 409A of the
Internal Revenue Code) shall not be made until the earlier of (i) Employee’s
death or (ii) six (6) months after Employee’s separation from service (the “409A
Deferral Period”).  In the event such payments are otherwise due to be
made in installments or periodically during the 409A Deferral Period, the
payments which would otherwise have been made in the 409A Deferral Period shall
be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends,
and the balance of the payments shall be made as otherwise
scheduled.  In the event benefits are required to be deferred, any
such benefits may be provided during the 409A Deferral Period at Employee’s
expense, with Employee having a right to reimbursement from CompuCredit once the
409A Deferral Period ends, and the balance of the benefits shall be provided as
otherwise scheduled.

     

    (c)           For
purposes of this Agreement, all rights to payments and benefits hereunder shall
be treated as rights to receive a series of separate payments and benefits to
the fullest extent allowed by Section 409A of the Internal Revenue
Code.

     

    (d)           For
purposes of determining time of (but not entitlement to) payment or provision of
deferred compensation under this Agreement under Section 409A of the Internal
Revenue Code in connection with a termination of employment, termination of
employment will be read to mean a “separation from service” within the meaning
of Section 409A of the Internal Revenue Code where it is reasonably anticipated
that no further services would be performed after that date or that the level of
bona fide services Employee would perform after that date (whether as an
employee or independent contractor) would permanently decrease to no more than
twenty percent (20%) of the average level of bona fide services performed over
the immediately preceding thirty-six (36) month period.

     

    (e)           For
purposes of this Agreement, a specified employee for purposes of Section
409A(a)(2)(B)(i) of the Internal Revenue Code shall be determined on the basis
of the applicable 12-month period ending on the specified employee
identification date designated by CompuCredit consistently for purposes of this
Agreement and similar agreements or, if no such designation is made, based on
the default rules and regulations under Section 409A(a)(2)(B)(i) of the Internal
Revenue Code.

     

    (f)           Notwithstanding
any other provision of this Agreement, CompuCredit shall not be liable to
Employee if any payment or benefit which is to be provided pursuant to this
Agreement and which is considered deferred compensation subject to Section 409A
of the Internal Revenue Code otherwise fails to comply with, or be exempt from,
the requirements of Section 409A of the Internal Revenue
Code.  

     

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.

    COMPUCREDIT
CORPORATION

    


    


    By:           /s/ David G.
Hanna                                                                

    David G. Hanna, Chief Executive
Officer

    


    


    /s/ Richard R. House,
Jr.                                                                

    Richard R. House, Jr.

    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    EXHIBIT
A

    


    Salary
per
annum                                                                                                                  $1,000,000