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Exhibit
10.6
[Form for
Directors]
COMPUCREDIT
CORPORATION
RESTRICTED STOCK UNIT
AGREEMENT
PLAN: CompuCredit Corporation 2008
Equity Incentive Plan
NUMBER OF RESTRICTED STOCK UNITS:
EFFECTIVE DATE OF GRANT:
THIS RESTRICTED STOCK UNIT
AGREEMENT, made and entered into this
day of
, 20 , 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 Restricted
Stock Units.
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 meanings set forth in the
Plan, and, in addition, for purposes of this Restricted Stock Unit
Agreement, each of the following terms, when used herein, shall
have the meanings set forth below:
(a) “Common
Stock” shall mean the common stock of CompuCredit, no par
value per share.
(b) “CompuCredit”
or “Company” shall mean CompuCredit
Corporation.
(c) “Restricted Stock
Units” or “RSUs” shall mean the number of
Restricted Stock Units set forth on page 1 of this Restricted Stock
Unit Agreement.
(d) “Vesting
Date” shall mean the date that all conditions and
restrictions imposed upon the Restricted Stock Units granted in
accordance with this Restricted Stock Unit Agreement, including
vesting pursuant to Section 3, are completely satisfied and
the applicable Restricted Stock Units become vested, earned and
payable.
(e) “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 Units . Upon the
terms and subject to the conditions and limitations hereinafter set
forth, the Grantee has been awarded the Restricted Stock Units.
Each Restricted Stock Unit corresponds to one share of the Common
Stock of the Company. Until the Vesting Date, the Restricted Stock
Units represent an unsecured promise of the Company to deliver, and
the right of the Grantee to receive, one share of Common Stock of
the Company at the time and on the terms and conditions set forth
herein for each Restricted Stock Unit that becomes vested, earned
and payable. As a holder of RSUs, the Grantee only has the rights
of
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