EX-10.8.2



 EXHIBIT 10.8.2 
 CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, 
 MARKED BY
*****, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE 
 SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2

 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS 

AMENDED. 

FIFTH AMENDMENT TO 
 EMPLOYMENT AGREEMENT 
 BETWEEN 

REGIONAL MANAGEMENT CORP. AND THOMAS F. FORTIN 
 This Fifth Amendment to Employment Agreement (“Amendment”) is made and entered into this 8th day of October, 2012, by and between Thomas F. Fortin (“Employee”) and Regional Management
Corp., a Delaware corporation (“Corporation”). 
 W I T N E S S E T H 

WHEREAS, the Employee and the Corporation entered into an Employment Agreement dated February 29, 2008, as amended
(“Agreement”); and 
 WHEREAS, the Employee and the Corporation desire to amend the Agreement effective
January 1, 2012. 
 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, 2012 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 2012 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 sixty-four and nine tenths percent
(64.9%)







 
of 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, 2012 to read as follows: 


Exhibit A 
 Performance Targets and Bonus Formulas for Calendar Year 2012 
 This Exhibit A sets forth the performance targets and formulas for calculating Employee’s calendar year 2012 Bonus if Employee remains employed by the Corporation on the last day of calendar
year 2012. The 2012 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 2012: 
 (i) If the Corporation’s Net Income
From Operations for calendar year 2012 is (A) equal to or greater than 90% but less than 100% of the Target Net Income From Operations for 2012, 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 2012 expressed as a percentage of the Target Net Income From Operations for 2012 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 2012, 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 2012 expressed as a percentage of the Target Net Income From Operations for 2012, 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, 2012 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 2012 expressed as a percentage of the Target Net Finance Receivables for 2012, 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; 

  
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 (iii) If the Corporation’s Total General and Administrative Expense
Percentage for calendar year 2012 is equal to or less than 100% of the Target Total General and Administrative Expense Percentage for 2012, 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 2012 expressed as a percentage of the Target Total General and Administrative Expense Percentage for 2012; 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 2012 are equal to or less than 100% of the Target Net Loans Charged Off for 2012, 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 2012 expressed as a percentage of the Target Net Loans Charged Off for 2012; 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 2012 is (A) greater than 100% of the Target Total Debt/EBITDA for 2012 but less than 110% of the Target Total Debt/EBITDA for 2012,
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 2012 expressed as a percentage of the
Target Total Debt/EBITDA for 2012 and the denominator of which is equal to 10%; and (B) if the Corporation’s Total Debt/EBITDA for calendar year 2012 is equal to or less than 100% of the Target Total Debt/EBITDA for 2012, 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 2012 expressed as a percentage of the Target Total Debt/EBITDA for 2012; 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. 

  
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 (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 2012 Annual Plan for the Corporation approved by the Board at its
January 11, 2012 meeting. 
 (g) “Target Net Finance Receivables”: the target amount
of average Net Finance Receivables for the year ending December 31, 2012 set forth in the Plan by the Board ($***** for 2012). 
 (h) “Target Net Income From Operations”: the target amount of Net Income From Operations for calendar year 2012 set forth in the Plan by the Board ($***** for 2012).

 (i) “Target Net Loans Charged Off”: the target amount of Net Loans Charged Off for
calendar year 2012 set forth in the Plan by the Board (*****% for 2012). 
 (j) “Target Total
Debt/EBITDA”: the target amount of Total Debt/EBITDA for calendar year 2012 set forth in the Plan by the Board (*****x for 2012). 
 (k) “Target Total General and Administrative Expense Percentage”: the target Total General and Administrative Expense Percentage for calendar year 2012 set forth in the Plan by the
Board (*****% of total revenue, based on plan revenues of $***** for 2012). 
 (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 2012 is 98% of Target Net Income From Operations for that year, (ii) Net Finance Receivables for the year ending December 31, 2012 are 102% of Target Net


  
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Finance Receivables for that year, (iii) the Total General and Administrative Expense Percentage for calendar year 2012 is 88% of the Target Total General and Administrative Expense
Percentage for that year, (iv) Net Loans Charged Off for calendar year 2012 are 102% of Target Net Loans Charged Off for that year, and (v) Total Debt/EBITDA for calendar year 2012 is 98% of Target Total Debt/EBITDA, then the Bonus would
be (24% + 13.57% + 14.63% + 0% + 30.6%) of $227,150 or $180,080. 
  

	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/ Thomas F. Fortin
	THOMAS F. FORTIN


  

			
	CORPORATION:
	
	REGIONAL MANAGEMENT CORP.
		
	By:	 	/s/ Robert D. Barry
	Title: EVP/CFO



  
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