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Exhibit
10.5
[Form for
Employees]
COMPUCREDIT
CORPORATION
NONQUALIFIED STOCK
OPTION
COMMON
STOCK
(No Par
Value)
STOCK OPTION PLAN: CompuCredit
Corporation 2008 Equity Incentive Plan
OPTION FOR THE PURCHASE OF:
Shares
EXERCISE PRICE PER SHARE: $
EFFECTIVE DATE OF GRANT:
,
THIS OPTION AGREEMENT, made
and entered into this
day of
, , by and
between COMPUCREDIT CORPORATION, a Georgia corporation
(“CompuCredit”), and
(the “Grantee”);
W I T N E S S E T
H:
WHEREAS, the CompuCredit
Corporation 2008 Equity Incentive Plan (the “Plan”) has
been adopted by CompuCredit; and
WHEREAS, the Plan authorizes
the Compensation Committee (“Committee”) to cause
CompuCredit to enter into a written agreement with the Grantee
setting forth the form and the amount of any award and any
conditions and restrictions of the award imposed by the Plan and
this Agreement; and
WHEREAS, the Committee
desires to make an award to the Grantee consisting of a
Nonqualified Stock Option.
NOW, THEREFORE, in
consideration of the mutual covenants contained herein, and other
good and valuable consideration, including that provided under any
non-compete or similar agreement, the receipt and sufficiency of
which are hereby acknowledged, CompuCredit and the Grantee hereby
agree as follows:
1. General Definitions . Any
capitalized terms herein shall have the meaning set forth in the
Plan, and, in addition, for purposes of this Option Agreement, each
of the following terms, when used herein, shall have the meaning
set forth below:
(a) “Common
Stock” shall mean the common stock of CompuCredit, no par
value per share.
(b) “CompuCredit”
shall mean CompuCredit Corporation.
(c) “Expiration
Date” shall mean the date on which this Option expires
pursuant to the provisions of paragraph 4 hereof.
(d) “Option”
shall mean the option evidenced by this Option Agreement, which is
intended to be a “nonqualified stock
option.”
(e) “Option
Price” shall mean the purchase price of each share of Common
Stock that may be purchased by the Grantee upon the exercise of
this Option, in whole or in part. The Option Price is set forth
under “Exercise Price Per Share” on page 1 of this
Option Agreement as adjusted from time to time in accordance with
the provisions hereof.
(f) “Vesting
Date” shall mean [the first, second and third anniversaries
of the Date of Grant. At any time during the period of this Option
commencing with the first anniversary of the Effective Date of
Grant, the Grantee may purchase up to 33 1/3% of the shares covered
by this Option and may purchase additional increments of 33 1/3% of
the Shares covered by this Option on the second and third
anniversaries of the Effective Date of Grant, so that this Option
will be fully vested on the third anniversary of the Effective Date
of Grant.]
2. Grant of Option . Upon the
terms and subject to the conditions and limitations hereinafter set
forth, the Grantee shall have the right, at any time after the
Vesting Date and on or before the Expiration Date, to purchase the
number of shares of Common Stock set forth on page 1 of this Option
Agreement and pursuant to the definition of Vesting Date, such
number of shares and the Option Price being subject to adjustment
in accordance with the provisions set forth below and in accordance
with the terms of the Plan.
3. Manner of Exercise . Subject
to the terms, conditions, and limitations set forth herein, this
Option may be exercised in whole or in part at any time or from
time to time after the Exercise Date and on or before the
Expiration Date as to any part of the number of whole shares of
Common Stock then vested pursuant to the definition of Vesting Date
and available under this Option. Such exercise shall be effective
only if the Grantee duly executes and delivers to CompuCredit, at
the principal executive office of CompuCredit or at such other
address as CompuCredit may designate by notice in writing to the
Grantee, an option exercise form substantially the same as that
attached hereto as Exhibit A , indicating the number of
shares of Common Stock to be purchased and accompanied by payment
of the Option Price and any withholding amounts described below.
Payment of the Option Price and any such withholding amounts may be
made (i) in cash or its equivalent, (ii) by tendering
previously acquired shares of Common Stock having a Fair Market
Value, at the time of exercise, equal to the total Option Price
(provided that the shares tendered shall have been held by the
Grantee for at least six months prior to their tender);
or
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