Equity Incentive Plan Performance Share Award



 EXHIBIT 4.6 
 NICHOLAS FINANCIAL, INC. 
 EQUITY INCENTIVE PLAN 
 PERFORMANCE SHARE AWARD 
 [Name] 
 [Address] 
 Dear
                                : 
 You have been granted a Performance Share award for shares of common stock of Nicholas Financial, Inc. (the “Company”) under the Nicholas Financial, Inc. Equity
Incentive Plan (the “Plan”) with the following terms and conditions: 
  

					
	Performance Period:	  	                    , 200   through
                    , 200  
		
	Performance Criteria:	  	You will earn a number of Shares based on the Company’s achievement of the Performance Goal at the end of the Performance Period as follows:
			
	  	  	 Achievement
	  	 Number of Performance Shares Earned

		  	     % of Target
     % of Target
 Target
     % of Target
     % of Target
	  	
		
		  	 The “Target” Performance Goal for the Performance Period is
                                       
 .
  
 If your employment or service terminates prior to the end of the Performance
Period due to death or Disability, you will be eligible to receive a number of Performance Shares equal to the number of shares specified above assuming the Target Performance Goal had been met, multiplied by a fraction, the numerator of which is
the number of days that have elapsed since the first day of the Performance Period to the date of your termination, and the denominator of which is equal to the number of days in the full Performance Period. For this purpose, “Disability”
means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than
twelve (12) months, as determined by the Administrator.










			
		  	If your employment or service terminates prior to the end of the Performance Period for any other reason, this Award will terminate in full on the date of such termination and you will not earn
any Performance Shares.
		
	Issuance of Certificates:	  	As soon as practicable after the end of the Performance Period, the Company will issue in your name certificate(s) evidencing your earned Performance Shares. If, however, you terminate
employment or service due to death or Disability, the Company will issue certificate(s) evidencing your earned Performance Shares as soon as practicable after the date of your termination.
		
	 Transferability of
 Shares:
	  	By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters
prohibit a sale.
		
	Tax Withholding:	  	To the extent that the receipt of the Performance Shares results in income to you for Federal, state or local income tax purposes, you shall deliver to the Company at the time the Company is
obligated to withhold taxes in connection with such receipt, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct
or withhold from other compensation payable to you an amount sufficient to satisfy its withholding obligations. You may satisfy the withholding requirement, in whole or in part, by electing to have the Company withhold for its own account that
number of Performance Shares otherwise deliverable to you having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the vesting of such
Shares. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the date the Shares are distributed. The Fair Market Value of any fractional Share not used to satisfy the withholding obligation (as
determined on the date the tax is determined) will be paid to you in cash.
		
	Miscellaneous:	  	 •     This Performance Share Award may be amended only by written consent
signed by you and the Company, unless the amendment is not to your detriment.
  
 •     As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Agreement shall be interpreted by the Committee and that
any interpretation by the Committee of the terms of this Agreement and any determination made by the Committee pursuant to this Agreement shall be final, binding and conclusive.
  
 •     This Agreement may be
executed in counterparts.


  

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 This Performance Share Award is granted under and governed by the terms and conditions of the Plan. Additional provisions
regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan. 
 BY SIGNING BELOW AND
ACCEPTING THIS RESTRICTED STOCK AWARD, YOU 
 AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE 
 PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN AND THE 
 PROSPECTUS DESCRIBING THE PLAN. 
  

					
	  
	 		  	  

	Authorized Officer	 		  	Recipient

  

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