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Exhibit
10.2(d)
[Form for
Directors]
COMPUCREDIT
CORPORATION
RESTRICTED STOCK
AGREEMENT
PLAN:
CompuCredit Corporation 2004 Restricted Stock Plan
SHARES OF RESTRICTED STOCK:
Shares
PURCHASE PRICE PER SHARE (IF ANY):
$
EFFECTIVE DATE OF GRANT:
THIS RESTRICTED STOCK
AGREEMENT, made and entered into this day
of
,
20 , by and between COMPUCREDIT CORPORATION,
a Georgia corporation (“CompuCredit”), and
(the “Grantee”);
WITNESSETH:
WHEREAS, the CompuCredit
Corporation 2004 Restricted Stock Plan (the “Plan”) has
been adopted by CompuCredit; and
WHEREAS, Article II of 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 shares of
restricted stock.
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 Restricted Stock
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) “Fair Market
Value” of a share of Common Stock on a specified date shall
mean:
(i) if the Common Stock is
then traded on a national securities exchange, the closing price on
such date of a share of the Common Stock as traded on the largest
securities exchange on which it is then traded; or
(ii) if the Common Stock is
not then traded on a national securities exchange, the value
determined in good faith by the Committee.
(d) “Restricted
Shares” shall mean the number of shares of Common Stock set
forth on page 1 of this Restricted Stock Agreement.
(e) “Vesting
Date” shall mean the date that all conditions and
restrictions imposed upon the Restricted Shares granted in
accordance with this Restricted Stock Agreement, including vesting
pursuant to Section 3, are completely satisfied.
(f) “Disability”
shall mean (i) a determination that the Grantee is disabled
pursuant to the terms of any long-term disability insurance policy
which the Company has purchased and which covers Grantee;
(ii) a reasonable determination by a reputable, independent,
licensed medical doctor selected by the Company that, due to a
mental or physical impairment or disability, Grantee has been
incapable or unable to fully perform the duties performed by him
for the Company immediately prior to such disability for a period
of at least 180 days in the aggregate (although not necessarily
consecutively) within any consecutive 365 day period; or
(iii) the entry of an order by a court of competent
jurisdiction adjudicating Grantee incompetent to manage his person
or property.
2. Grant of Shares .
Upon the terms and subject to the condi
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