Unassociated Document


     

    Employment
      Agreement

    By
      And Between

    World
      Acceptance Corporation

    And

    A.
      Alexander McLean III

    


    Effective

    May
      21, 2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EMPLOYMENT
      AGREEMENT

    


    This
      Agreement is effective as of May 21, 2007, by and between World Acceptance
      Corporation (the "Company"), a South Carolina corporation and A. Alexander
      McLean III (the "Executive").

    


    The
      Compensation Committee of the Board of the Company (the "Committee"), acting
      on
      behalf of and pursuant to authority granted by the Board of Directors of the
      Company (the “Board”) at its meeting on May 21, 2007, determined that it would
      be in the best interests of the Company and its shareholders to retain the
      services of the Executive for the Period of Employment (as defined in Section
      III 3.1 below) and upon the terms provided in this Agreement. The Executive
      is
      willing to be employed by the Company on a full time basis for said Period
      of
      Employment and upon such other terms and conditions as provided in this
      Agreement.

    


    In
      consideration of the mutual covenants and promises contained in this Agreement,
      the parties hereby agree as follows:


    


    SECTION
      I

    


    EMPLOYMENT

    


    The
      Company agrees to employ the Executive and the Executive agrees to be employed
      by the Company, for the Period of Employment, and based upon the other terms
      and
      conditions provided in the Agreement.


    


    SECTION
      II

    


    POSITION
      AND RESPONSIBILITIES

    


    The
      Executive agrees to serve as the Company's Chief Executive Officer and to be
      responsible for the duties and responsibilities traditionally attributed to
      such
      position, reporting to the Board during the Period of Employment. The Executive
      agrees to continue to serve as a member of the Board. The Executive also agrees
      to continue to serve during the Period of Employment as an Officer and Director
      of any subsidiary, affiliate, or parent corporation ("Affiliates") of the
      Company which the Board feels is appropriate. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      III

    


    TERMS
      AND DUTIES

    


    3.1 Period
      of Employment

    


    For
      purposes of this Agreement, the Period of Employment will commence on May 21,
      2007 and shall continue for a period of three (3) years, subject to extension
      or
      termination as provided in this Agreement. At the end of the three year period
      commencing from the effective date of this Agreement, the Board shall review
      the
      performance of the Executive, and this Agreement shall be deemed to be approved
      and extended automatically for an additional one (1) year period on the same
      terms and conditions, unless either the Company or the Executive gives contrary
      written notice to the other no less than ninety (90) days prior to the date
      on
      which this Agreement would otherwise be extended. At the end of each subsequent
      one year term, the Board shall review the performance of the Executive, and
      this
      Agreement shall be deemed to be approved and extended automatically for an
      additional one (1) year period on the same terms and conditions, unless either
      the Company or the Executive gives contrary written notice to the other no
      less
      than ninety (90) days prior to the date on which this Agreement would otherwise
      be extended. Non-renewal shall be deemed a termination of employment as of
      the
      end of the Period of Employment. Non-renewal by the Company shall be subject
      to
      the severance provisions set forth in Section VIII.8.1, and non-renewal by
      the
      Executive shall be subject to the severance provisions of Section
      VIII.8.3.

    


    3.2 Duties

    


    During
      the Period of Employment and except for illness, incapacity and reasonable
      vacation and holiday periods, the Executive shall devote all of his business
      time, attention and skill exclusively to the business and affairs of the Company
      and its Affiliates. The Executive will not engage in any other business
      activity, and will perform faithfully the duties which may be assigned to him
      from time to time by the Board of the Company. Notwithstanding the above,
      nothing in this Agreement shall preclude the Executive from devoting time during
      reasonable periods required for:

    


    
      	 	
              3.2i.

            	
              Serving,
                with prior approval of the Board of the Company, as a Director or
                member
                of a committee or organization involving no actual or potential conflict
                of interest with the Company;

            


    

    


    
      	 	
              3.2.ii.

            	
              Delivering
                lectures and fulfilling speaking
                engagements;

            


    

    


    
      	 	
              3.2.iii.

            	
              Engaging
                in charitable and community activities;
                or

            


    

    


    
      	 	
              3.2.iv.

            	
              Investing
                his personal assets in investments or business entities in such form
                or
                manner that will not violate this Agreement or require services on
                the
                part of the Executive in the operation of affairs of the business
                entities
                in which those investments are made. These activities will be allowed
                as
                long as they do not materially affect or interfere with the performance
                of
                the Executive's duties and obligations to the
                Company.

            


    

    


    
      
        
        

      

      
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    SECTION
      IV

    


    COMPENSATION,
      BENEFITS, AND PERQUISITES

    


    For
      all
      services rendered by the Executive in any capacity during the Period of
      Employment, including services as an Executive, Officer, Director or Committee
      Member, the Executive shall be compensated as follows:

    


    4.1 BASE
      SALARY

    


    The
      Company shall pay the Executive a fixed base salary ("Base Salary") at such
      annual rate as the Compensation Committee deems appropriate; provided, however,
      that the Base Salary may not be less than $268,108.00 per year. Increases in
      Base Salary, once granted by the Committee, shall not be subject to reduction.
      Base Salary shall be payable according to the customary payroll practices of
      the
      Company. In no event shall Base Salary be payable less frequently than once
      per
      calendar month.

    


    4.2 ANNUAL
      INCENTIVE AWARDS

    


    The
      Company may, in its sole discretion, pay the Executive annual cash incentive
      compensation payments. At the beginning of each fiscal year, the Board or
      Committee may establish appropriate criteria for making such payments following
      the end of such fiscal year.

    


    4.3 LONG-TERM
      INCENTIVE AWARDS

    


    The
      Company may, in its sole discretion, pay the Executive long-term incentive
      compensation payments. The Committee may establish appropriate criteria for
      making such payments following the end of the performance period. Payments
      may,
      at the discretion of the Committee, take the form of cash, restricted stock
      and,
      stock options; provided, however, that any grants of restricted stock or stock
      options must also be approved in advance by the Company's Compensation and
      Stock
      Option Committee, which administers the Company's stock option plans. The intent
      of such long-term incentive compensation awards is to motivate the achievement
      of longer range and strategic goals. The Company agrees to enhance awards when
      goals are achieved and exceeded in recognition of the intent of this
      plan.

    


    4.4 BENEFITS
      AND PERQUISITES

    


    4.4.i Salaried
      Employee Benefits

    


    Executive
      will be entitled to participate in all compensation and employee benefit plans
      and programs and receive all benefits and perquisites for which any salaried
      employee of the Company is eligible under any plan or program now or later
      established by the Company for salaried employees. The Executive will
      participate to the extent permissible under the terms and provisions of such
      plans or programs. Nothing in this Agreement will preclude the Company from
      amending or terminating any of the plans or programs applicable to salaried
      employees as long as such amendment or termination is applicable to all
      similarly situated salaried employees.

     

    
      
        
        

      

      
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    4.4.ii Supplemental
      Benefits

    


    The
      Company also will provide long-term disability insurance which provides a
      benefit to the Executive of 60% of the Executive's Base Salary in effect at
      the
      time of disability.

    


    In
      the
      event a group long-term disability benefit is provided by the Company for which
      the Executive becomes eligible, the Executive's long-term disability benefits
      under this Agreement will be offset by the benefits payable under the group
      policy such that combined long-term disability benefits payable under the two
      plans do not exceed 60% of the Executive's then current Base
      Salary.

    


    Executive
      will be entitled to participate in the World Acceptance Corporation Supplemental
      Income Plan (SERP) in accordance with the terms of that plan.

    


    4.5
      AUTOMOBILE

    


    The
      Company will provide an automobile (including maintenance and insurance expense)
      of a value commensurate with his position for use by the Executive in accordance
      with the Company Car Policy.


    


    SECTION
      V

    


    BUSINESS
      EXPENSES

    


    The
      Company will reimburse the Executive for all reasonable travel, entertainment,
      business and other expenses incurred by the Executive in connection with the
      performance of his duties and obligations under this Agreement.


    


    SECTION
      VI

    


    DISABILITY

    


    6.1 In
      the
      event the Executive during the Period of Employment is unable to perform with
      or
      without accommodation his duties as set forth in Section III.3.2 for reasons
      of
      physical or mental incapacity, the Company will continue to pay the Executive
      in
      accordance with the compensation provisions of this Agreement during the period
      of his disability. However, in the event the Executive is disabled for a
      continuous period of ninety (90) days or more, the Company may terminate the
      employment of the Executive pursuant to this Agreement, and make payments to
      the
      Executive under the terms of the long-term disability provisions of this
      Agreement. In the event the Company terminates the employment of the Executive
      pursuant to this Section VI, the Company will have no further compensation
      obligations to the Executive, except for earned but unpaid Base Salary, annual
      incentive compensation payment, if any, pro rated to the Date of Termination
      of
      employment and any benefits payable under the SERP. 

     

    
      
        
        

      

      
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    6.2 During
      the period the Executive is receiving either regular compensation or disability
      payments as described in this Agreement, and as long as he is physically and
      mentally able to do so, the Executive will furnish information and assistance
      to
      the Company and from time to time will make himself available to the Company
      to
      undertake assignments consistent with his prior position with the Company and
      his physical and mental health. During the disability period, the Executive
      is
      responsible for reporting directly to the Board. If the Company fails to make
      a
      payment or provide a benefit required as part of the Agreement, the Executive's
      obligation to fulfill information and assistance will end.

    


    6.3 The
      term
      "disability" will have the same meaning as under the disability benefits to
      be
      provided pursuant to this Agreement, or such group disability plan as may be
      in
      effect for similarly situated employees at that time. In the event the
      definition of disability is not consistent, the definition contained in the
      plan
      document of such group plan shall control.


    


    SECTION
      VII

    


    DEATH

    


    In
      the
      event of the death of the Executive during the Period of Employment, the
      Company's obligation to make payments under this Agreement shall cease as of
      the
      date of death, except for Base Salary through the end of the Company's normal
      payroll period and any earned but unpaid annual incentive compensation payments
      prorated to the date of death. The Executive's designated beneficiary will
      be
      entitled to receive the proceeds of any life or other insurance or other death
      benefit programs provided in this Agreement, including the SERP according to
      the
      terms and conditions of that Plan.


    


    SECTION
      VIII

    


    EFFECT
      OF TERMINATION OF EMPLOYMENT

    


    Except
      as
      otherwise set forth in Sections VI, VII and IX:

    


    8.1 If
      the
      Executive's employment terminates, due to either a Without Cause Termination
      or
      a Constructive Discharge, as hereafter defined in this Agreement, the Company
      will pay the Executive, or in the event of his death, his beneficiary or
      beneficiaries, 

    


    8.1.i in
      a lump
      sum in cash within 30 days after the Date of Termination the aggregate of the
      following amounts:

    


    A.  the
      sum
      of (1) the Executive’s accrued Annual Base Salary and any accrued vacation
      pay through the Date of Termination, (2) the Executive’s business expenses
      that have not been reimbursed by the Company as of the Date of Termination
      that
      were incurred by the Executive prior to the Date of Termination in accordance
      with the applicable Company policy, and (3) the Executive’s Annual Bonus earned
      for the fiscal year immediately preceding the fiscal year in which the Date
      of
      Termination occurs if such bonus has not been paid as of the Date of Termination
      (“Accrued Compensation”); and

     

    
      
        
        

      

      
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    B.  the
      product of (1) the average annual bonus paid to the Executive in respect of
      the
      three final years prior to the Date of Termination (“Reference Bonus”), and (2)
      a fraction, the numerator of which is the number of days from April 1 in the
      fiscal year in which the Date of Termination occurs through the Date of
      Termination, and the denominator of which is 365 (the “Pro Rata Bonus”);
      and

    


    8.1.ii the
      Company shall pay to the Executive as severance an amount equal to the product
      of (1) two and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the
      Reference Bonus, such sum to be paid in 24 equal monthly installments in
      accordance with the Company’s normal payroll policies; and

    


    8.1.iii 
      any
      stock options and other equity incentives shall vest and become immediately
      exercisable, as the case may be and all vested stock options held by the
      Executive shall be exercisable for a period of one year, but not beyond the
      original expiration of their term (“Equity Benefits”)

    


    8.1.iv for
      two
      years after the Date of Termination, or until such time that the Executive
      becomes employed by another company that offers similar benefits and is eligible
      for such benefits, the Company shall continue to provide to the Executive and
      his eligible dependents the health, welfare and other benefits specified in
      Section IV.4.4 above as if the Executive remained an active employee of the
      Company. Subject to the provision of health benefits as provided below, such
      benefits will be provided to Executive only to the extent such benefits may
      be
      provided to Executive on a non-taxable basis. If the health benefits provided
      to
      the Executive are considered taxable benefits, such health benefits will be
      provided to Executive for the lesser of the applicable maximum coverage period
      under the COBRA health care continuation rules or two years. If the Company
      is
      unable to provide the coverage indicated above due to plan limitations, it
      will
      make two years of payments to the Executive equal to the premiums in effect
      at
      the time of termination. (“Welfare and Fringe Benefits”);

    


    8.2 If
      the
      Executive's employment terminates due to a Termination for Cause, as hereinafter
      defined, the Company will pay to the Executive the Accrued Compensation defined
      in Section VIII.1.i.A. No other payments will be made and the Company will
      not
      be obligated to provide any other benefits to or on behalf of the
      Executive.

     

    
      
        
        

      

      
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    8.3 If
      Executive resigns from employment with the Company or gives notice of
      non-renewal in accordance with Section III.3.1 hereof, the Company will pay
      the
      Accrued Compensation defined in Section VIII.1.i.A. No other payments will
      be
      made and the Company will not be obligated to provide any other benefits to
      or
      on behalf of the Executive except any benefits payable under the
      SERP.

    


    8.4 Except
      as
      otherwise expressly provided in this Agreement and except for any long-term
      incentive payments to which Executive is entitled, upon termination of the
      Executive's employment hereunder, the Company's obligation to make payments
      or
      provide benefits under this Agreement will cease.


    


    SECTION
      IX

    


    DEFINITIONS

    


    For
      this
      Agreement, the following terms have the following meanings:

    


    9.1 Termination
      for Cause means termination of the Executive's employment by the Company, by
      written notice to the Executive, specifying the event relied upon for such
      termination, due to (i.) the Participant's gross misconduct in respect of his
      duties for the Company or any conduct which has resulted or is likely to result
      in damage to the Company’s reputation, (ii.) conviction for a felony, (iii.)
      knowing and intentional failure to comply with applicable laws with respect
      to
      the execution of the Company's business operations, (iv.) theft, fraud,
      embezzlement, dishonesty or other conduct which has resulted or is likely to
      result in material economic damage to the Company or any of its Affiliates,
      or
      (v.) substantial dependence on or addiction to alcohol or use of drugs except
      those legally prescribed by and administered pursuant to the directions of
      a
      practitioner licensed to do so under the laws of the state or country of
      licensure.

    


    9.2 Constructive
      Discharge means termination of the Executive's employment by the Company due
      to
      a failure of the Company to fulfill its obligations under this Agreement in
      any
      material respect, including any material reduction of the Executive's Base
      Salary, failure to appoint or reappoint the Executive to the office of Chief
      Executive Officer or other material change by the Company in the functions,
      duties or responsibilities of the position which would reduce the ranking or
      level, responsibility, importance or scope of the position. This would also
      include any assignment or reassignment by the Company of the Executive to a
      place of employment that is a material change in the geographic location away
      from the Company's present headquarters or another location in Greenville,
      South
      Carolina. The Executive will provide the Company written notice which describes
      the circumstances being relied on for the Constructive Discharge with respect
      to
      the Agreement within ninety (90) days after the event giving rise to the notice.
      The Company will have thirty (30) days to remedy the situation prior to the
      Termination for Constructive Discharge.

     

    
      
        
        

      

      
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    9.3 Without
      Cause Termination means termination of the Executive's employment by the Company
      other than due to death or disability and other than Termination for Cause
      and
      includes, without limitation, termination of the Executive's employment by
      the
      Company's giving notice of non-renewal in accordance with Section III.3.1
      hereof.


    


    SECTION
      X

    


    OTHER
      DUTIES OF THE EXECUTIVE DURING AND

    


    AFTER
      THE PERIOD OF EMPLOYMENT

    


    During
      the Period of Employment and for 24 months thereafter:

    


    10.1 The
      Executive will, with reasonable notice, furnish information as may be in his
      possession and cooperate with the Company as may reasonably be requested in
      connection with any claim or legal actions in which the Company is or may become
      a party.

    


    10.2 The
      Executive recognizes and acknowledges that all information pertaining to the
      affairs, business, clients, customers or other relationships of the Company
      is
      confidential and is a unique and valuable asset of the Company. Access to and
      knowledge of this information is essential to the performance of the Executive's
      duties under this Agreement.

    


    10.3 The
      Executive will not, except to the extent reasonably necessary in performance
      of
      the duties under this Agreement or except as required by law, give to any
      person, firm, company, corporation or governmental agency any information
      concerning the affairs, business, clients, customers or other relationships
      of
      the Company. The Executive will not make use of this type of information for
      his
      own purposes or for the benefit of any person or organization other than the
      Company. The Executive will also use his best efforts to prevent the disclosure
      of this information by others.

    


    10.4 All
      records, memoranda, etc. relating to the business of the Company whether made
      by
      the Executive or otherwise coming into his possession are confidential and
      will
      remain the property of the Company and in the Company’s possession.

    


    10.5 The
      Executive will not use his status with the Company to obtain financial benefits,
      loans, goods or services from another organization on terms that would not
      be
      available to him in the absence of his relationship with the
      Company.

    


    10.6 The
      Executive will not make any statements or perform any acts intended to advance
      the interest of any existing or prospective competitors of the Company in any
      way that will injure the interest of the Company.

    


    10.7 The
      Executive, without prior express written approval by the Board, will not
      directly or indirectly own or hold any proprietary interest in, be employed
      by,
      or receive compensation from any party engaged in the same business as the
      Company. For the purposes of this Agreement, proprietary interest means legal
      or
      equitable ownership, whether through stock holdings or otherwise of an equity
      interest in any privately owned business firm or entity or ownership of more
      than five percent (5%) of any class of equity interest in a publicly-held
      corporation.

     

    
      
        
        

      

      
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    10.8 The
      Executive, without express written approval from the Board, will not solicit
      any
      members of the then current clients of the Company or then current employees
      of
      the Company or discuss with any employee of the Company information or operation
      of any business intended to compete with the Company. Executive agrees that
      any
      obligation of the Company to make any payments to the Executive under the terms
      of this Agreement will cease upon any violation of the preceding
      paragraphs.

    


    The
      parties desire that the provisions of Section X be enforced to the fullest
      extent permissible under the laws and public policies applied in the
      jurisdictions in which enforcement is sought, and agree that the Company may
      specifically enforce the terms hereof. If any portion of Section X is judged
      to
      be invalid or unenforceable, Section X will be amended to conform to the legal
      changes so that the remainder of the Agreement remains in
      effect.


    


    SECTION
      XI

    


    EFFECTS
      OF CHANGE IN CONTROL

    


    11.1 In
      the
      event there is a Change in Control (as hereafter defined) of the ownership
      of
      the Company, the Executive may at any time immediately resign upon written
      notice to the Company. In this event, the Company will pay the Accrued
      Compensation through the Date of Termination.

    


    11.2 In
      the
      event there is a Change in Control of the Company, and the Executive's
      employment is terminated within two years of such Change in Control due to
      a
      Without Cause termination or Constructive Discharge, the Company will pay the
      Executive:

    


    11.2.i In
      the
      form of a lump sum payment of Accrued Compensation, Pro Rata Bonus and two
      times
      the sum of Base Salary plus the Reference Bonus as defined in Section 8 - except
      that the Base Salary used for calculation of the payment will be the highest
      base salary in effect between the date immediately preceding the occurrence
      of
      the Change in Control and the Executive's Date of Termination. Such amount
      will
      be paid within thirty (30) days after the Executive's Date of
      Termination.

    


    11.2.ii 
      In
      addition, any stock options and other equity incentives shall vest and become
      immediately exercisable, as the case may be and all vested stock options held
      by
      the Executive shall be exercisable for a period of one year, but not beyond
      the
      original expiration of their term.

    


    11.2.iii 
      All
      other benefits described in Section 8.1.iv of this Agreement will be continued
      in accordance with Section 8.1.iv of this Agreement. 

     

    
      
        
        

      

      
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    It
      is
      understood that, in the event that Executive is entitled to severance payments
      under this Section 11.2, then such severance payments shall be in lieu of any
      severance payments to which the Executive would be entitled under Section 8
      hereof. 

    


    In
      the
      event there is a Change in Control of the Company and the Executive's employment
      is terminated as provided in this Section 11.2 after the first anniversary
      of
      such Change in Control, the compensation otherwise payable under this Section
      11.2.i shall not be paid in a lump sum but shall be paid in the manner specified
      in Section 8 of this Agreement. 

    


    11.3 It
      is the
      intention of the parties hereto that the severance payments and other
      compensation provided for herein are reasonable compensation for Executive's
      services to the Company and shall not constitute "excess parachute payments"
      within the meaning of Section 280G of the Code and any regulations there under.
      In the event that the Company's independent accountants acting as auditors
      for
      the Company on the date of a Change in Control determine that the payments
      provided for herein constitute "excess parachute payments," then the
      compensation payable hereunder shall be reduced to the point that such
      compensation shall not qualify as "excess parachute payments." 

    


    11.4 Change
      in
      Control means a "change in ownership," a "change in effective control," or
      a
“change in the ownership of substantial assets” of a corporation as described in
      Treasury Regulations Section 1.409A-3(g)(5) (which events are collectively
      referred to herein as “Change in Control events”).

    


    
      	 	
              11.4i.

            	
              A
                "change in ownership" of the Company occurs on the date that any
                one
                person, or more than one person acting as a group, acquires ownership
                of
                stock of the corporation that, together with stock held by such person
                or
                group, constitutes more that fifty percent (50%) of the total fair
                market
                value or total voting power of the Company. However, if any one person,
                or
                more than one person acting as a group, is considered to own more
                than
                fifty percent (50%) of the total fair market value or total voting
                power
                of the stock of the Company, the acquisition of additional stock
                by the
                same person or persons is not considered to cause a change in ownership
                of
                the Company (or to cause a change in the effective control of the
                Company
                (within the meaning of paragraph (b)
                below)).

            


    

    


    
      	 	
              11.4ii

            	
              If
                the Company has not undergone a change in ownership under paragraph
                (a)
                above, a "change in effective control" of the Company occurs on the
                date
                that either:

            


    

    


    
      	 	
              (a)

            	
              Any
                one person, or more than one person acting as a group, acquires (or
                has
                acquired during the 12-month period ending on the date of the most
                recent
                acquisition by such person or persons) ownership of stock of the
                Company
                possessing 30 percent or more of the total voting power of the stock
                of
                the Company; or

            


    

    


    
      	 	
              (b)

            	
              A
                majority of members of the Company’s Board is replaced during any
                12-monthperiod by directors whose appointment or election is not
                endorsed
                by a majority of the members of the Company’s Board prior to the date of
                the appointment or election.

            


    

     

    
      
        
        

      

      
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              11.4iii

            	
              A
                "change in the ownership of substantial assets" of the Company occurs
                on
                the date that any one person, or more than one person acting as a
                group,
                acquires (or has acquired during the 12-month period ending on the
                date of
                the most recent acquisition by such person or persons) assets from
                the
                Company that have a total gross fair market value equal to or more
                than
                forty percent (40%) of the total gross fair market value of all of
                the
                assets of the Company immediately prior to such acquisition or
                acquisitions. For this purpose, gross fair market value means the
                value of
                the assets of the Company, or the value of the assets being disposed
                of,
                determined without regard to any liabilities associated with such
                assets.

            


    

     

    SECTION
      XII

    


    WITHHOLDING
      TAXES

    


    The
      Company may directly or indirectly withhold from any payments under this
      Agreement all federal, state, city or other taxes that shall be required to
      be
      withheld pursuant to any law or governmental regulation.


    


    SECTION
      XIII

    


    EFFECT
      OF PRIOR AGREEMENTS

    


    This
      Agreement contains the entire understanding between the Company and the
      Executive with respect to the subject matter and supersedes any prior Employment
      Agreement between the Company and the Executive, except that this Agreement
      shall not affect or operate to reduce any benefits or compensation inuring
      to
      the Executive of a kind elsewhere provided and not expressly provided in this
      Agreement.


    


    SECTION
      XIV

    


    CONSOLIDATION,
      MERGER, OR SALE OF ASSETS

    


    Nothing
      in this Agreement shall preclude the Company from consolidating or merging
      into
      or with, or transferring all or substantially all of its assets to another
      corporation or person which assumes this Agreement and all obligations and
      undertakings of the Company hereunder. Upon such a Consolidation, Merger, or
      Sale of Assets the term "the Company" as used will mean the other corporation
      and this Agreement shall continue in full force and effect.

     

    
      
        
        

      

      
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    SECTION
      XV

    


    MODIFICATION

    


    This
      Agreement may not be modified or amended except in writing signed by both
      parties. No term or condition of this Agreement will be deemed to have been
      waived except in writing by the party charged with waiver. A waiver shall
      operate only as to the specific term or condition waived and will not constitute
      a waiver for the future or act on anything other than that which is specifically
      waived.


    


    SECTION
      XVI

    


    COMPLIANCE
      WITH SECTION 409A

    


    Notwithstanding
      any other provisions of this Agreement, to the extent applicable, this Agreement
      is intended to comply with Internal Revenue Code Section 409A and the
      regulations (or similar guidance) there under. To the extent any provision
      of
      this Agreement is contrary to or fails to address the requirements of Code
      Section 409A, this Agreement shall be construed and administered as necessary
      to
      comply with such requirements. If the Executive is considered a "specified
      employee" (as defined in Code Section 409A and related treasury regulations)
      at
      the time of any termination of employment under Section 8.1 or Section 11.2
      of
      this Agreement, a portion of the amount payable to Executive under Section
      8.1
      or Section 11.2 shall be delayed for six (6) months following Executive's Date
      of Termination to the extent necessary to comply with the requirements of Code
      Section 409A. Any amounts payable to Executive during such six (6) month-period
      that are delayed due to the limitation in the preceding sentence shall be paid
      to Executive in a lump sum on or after the first day of the seventh
      (7th)
      month
      following Executive's Date of Termination.


    


    SECTION
      XVII

    


    GOVERNING
      LAW

    


    This
      Agreement has been executed and delivered in the State of South Carolina and
      its
      validity, interpretation, performance and enforcement shall be governed by
      the
      laws of that state.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Agreement to be executed as of May 21, 2007 by its
      duly
      authorized officers and Executive has hereunto set his hand.


    
      	 	 	 
	 	
              WORLD
                ACCEPTANCE CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	
              /s/
                James R. Gilreath

            
	 	 	
              
James
              R. Gilreath, Chairman of the Compensation Committee
	 	 	
            
	 	 	 
	 	 
	 	
              
                /s/
                  A. Alexander McLean,
                  III                          (SEAL)

              

            
	 	
              A.
                Alexander McLean, III

            


    

     

     

    
      
        
        

      

      
        13