Employment Agreement
By
And Between
World Acceptance Corporation
And
Francisco Javier Sauza
Effective
June 1, 2008
EMPLOYMENT
AGREEMENT
This Agreement
is effective as of June 1, 2008, by and between World Acceptance
Corporation (the "Company"), a South Carolina corporation and
Francisco Javier Sauza (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 19, 2008, 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 Senior Vice President for Mexican
Operations and to be responsible for the duties and
responsibilities attributed to such position, reporting to the
President/COO during the Period of Employment. The
Executive also agrees to 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
For purposes of
this Agreement, the Period of Employment will commence on
June 1, 2008 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.
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 President/COO or the Chief Executive Officer of
the Company. Notwithstanding the above, nothing in this Agreement
shall preclude the Executive from devoting time during reasonable
periods required for:
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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;
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Delivering
lectures and fulfilling speaking engagements;
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Engaging in
charitable and community activities; or
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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:
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
$185,190.00 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, including the World Acceptance Corporation
Supplemental Income Plan (SERP). 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.
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.
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 available
under the SERP.
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
President/COO. 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. 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, 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