Exhibit 10.1

REGIONAL MANAGEMENT CORP.

2011 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT (the “ Agreement ”) is made effective as of the date set forth on the signature page hereto (hereinafter called the “ Date of Grant ”), between Regional Management Corp., a Delaware corporation (hereinafter called the “ Company ”), and the individual set forth on the signature page hereto (hereinafter called the “ Participant ”), pursuant to the Regional Management Corp. 2011 Stock Incentive Plan, as it may be amended and/or restated (the “ Plan ”), which Plan is incorporated herein by reference and made a part of this Agreement.

1. Grant of the Option. The Company hereby grants to the Participant the right and option (the “ Option ”) to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of the number of shares of the Company’s Common Stock (the “ Shares ”) set forth on the signature page hereto, subject to adjustment as set forth in the Plan. The purchase price of the Shares subject to the Option shall be the Option Price set forth on the signature page hereto (the “ Option Price ”). The Option is intended to be a non-qualified stock option, and is not intended to be treated as an incentive stock option that complies with Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”).

2. Definitions . Whenever the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

(a) Cause . “Cause” shall mean “Cause” as defined in any employment, severance, or similar agreement then in effect between the Participant and any of the Company or its Affiliates, or, if no such agreement containing a definition of “Cause” is then in effect or if such term is not defined therein, “Cause” shall mean (i) Participant’s engagement in misconduct which is materially injurious to the Company or its Affiliates, (ii) Participant’s continued failure to substantially perform his duties to the Company, (iii) Participant’s repeated dishonesty in the performance of his duties to the Company, (iv) Participant’s commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from, the Company or any of its Affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least one year or (v) Participant’s material breach of any confidentiality, non-solicitation or non-competition covenant entered into between the Participant and the Company. The determination of the existence of Cause shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Agreement.

(b) Good Reason . “Good Reason” shall mean (i) with respect to Employees or Consultants, “Good Reason” or such similar concept as defined in any employment, severance, or similar agreement then in effect between the Participant and any of the Company or its Affiliates, or, if no such agreement containing a definition of “Good Reason” is then in effect or if such term is not defined therein, “Good Reason” shall mean, without the Participant’s consent, a change caused by the Company in the Participant’s duties and responsibilities which is materially inconsistent with the Participant’s position at the applicable entity that is a member of

the Company Group, or a material reduction in the Participant’s annual base salary (excluding any reduction in the Participant’s salary that is part of a plan to reduce salaries of comparably situated employees of any entity that is a member of the Company Group generally); and (ii) with respect to Directors, the Participant’s ceasing to serve as a Director, or, if the Company is not the surviving Company in a Change in Control event, a member of the board of directors of the surviving entity, in either case, due to the Participant’s failure to be nominated to serve as a director of such entity or the Participant’s failure to be elected to serve as a director of such entity, but not due to the Participant’s decision not to continue service on the Board of Directors of the Company or the board of directors of the surviving entity, as the case may be; provided that, in any case, notwithstanding anything to the contrary in the foregoing subparts (i) or (ii), the Participant shall only have “Good Reason” to terminate Employment following the applicable entity’s failure to remedy the act which is alleged to constitute “Good Reason” within thirty (30) days following such entity’s receipt of written notice from the Participant specifying such act, so long as such notice is provided within sixty (60) days after such event has first occurred.

(c) Qualifying Termination . “Qualifying Termination” shall mean the termination of Employment (i) as a result of the Participant’s death or Disability, (ii) by the Company and its Affiliates without Cause, or (iii) by the Participant with Good Reason.

(d) Retirement . “Retirement” shall mean the termination of Employment by the Participant on or after (i) the Participant’s attainment of age 65, or (ii) the Participant’s attainment of age 55 and completion of ten (10) years of service. For this purpose, the Participant shall be credited with a year of service for each consecutive twelve-month period he is Employed during his period of Employment with the Company. Employment shall not be deemed to be terminated or interrupted by a leave of absence, sick leave or vacation granted to the Participant by the Company.

3. Vesting .

(a) Subject to the Participant’s continued Employment through the applicable vesting date, the Option shall vest and become exercisable at the time(s) set forth on the signature page hereto; provided, however, that vesting of all or a portion of the Shares subject to the Option may be accelerated pursuant to Sections 3(c) and (d). The Committee shall have authority to determine if and to the extent that the Option shall have become vested in whole or in part.

(b) If the Participant’s Employment with the Company is terminated prior to the applicable vesting date for any reason other than a Qualifying Termination, Retirement or a termination for Cause, the vested portion, if any, of the Option shall remain exercisable for the period set forth in Section 4(a), and the unvested portion of the Option shall immediately terminate. If the Participant’s Employment with the Company is terminated due to Retirement, the vested portion, if any, of the Option shall remain exercisable for the period set forth in Section 4(a), and the unvested portion shall continue to vest as if the Participant remained employed. If the Participant’s Employment with the Company is terminated for Cause, both the vested and unvested portions of the Option shall immediately terminate.

2

(c) Notwithstanding Sections 3(a) and (b) herein, if the Participant’s Employment with the Company is terminated prior to the applicable vesting date due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Option, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(c), shall be deemed vested and exercisable. The pro-rata portion of the unvested Shares that shall be deemed vested and exercisable shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Option shall be forfeited as of the date of the Qualifying Termination. Following a Qualifying Termination, the use of the term “Shares subject to the Option” shall only include the vested portion of the Shares as determined pursuant to the provisions of this Section 3.

(d) Notwithstanding the foregoing, in the event of a Change in Control prior to the applicable vesting date, the following shall apply:

4. Exercise of Option .

(a) Period of Exercise . To the extent vested and exercisable (as determined in accordance with Section 3 herein) and subject to the provisions of the Plan and this Agreement, the Participant may exercise the Option at any time prior to the earlier of (i) the fifth anniversary of the date the Participant’s Employment is terminated; or (ii) the tenth anniversary of the Date of Grant.

(b) Method of Exercise . Subject to Sections 3 and 4(a), the Option may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be

3

accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (A) in cash or its equivalent (e.g., by check), (B) to the extent permitted by the Committee, in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (C) partly in cash and, to the extent permitted by the Committee, partly in such Shares, (D) if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate option price for the Shares being purchased, or (E) to the extent permitted by the Committee, through a “net settlement” as described in Section 7(c) of the Plan.

Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan, and such Shares have been issued.

(i) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable.

(ii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. Notwithstanding the foregoing, the Company may elect to recognize the Participant’s ownership through uncertificated book entry.

(iii) In the event of the Participant’s death, to the extent vested and exercisable at the time of Participant’s death or thereafter, the Option shall be exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Sections 3 and 4(a) above. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.

5. No Right to Continued Employment; No Right to Further Awards . The granting of the Option evidenced hereby and this Agreement shall impose no obligation on the Company or any Affiliate to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of such Participant.

4

Except as otherwise provided in the Plan or this Agreement, all rights of the Participant with respect to the Option shall terminate upon the Participant’s termination of Employment. The grant of the Option does not create any obligation to grant further awards.

6. Legend on Certificates . Unless the Company issues the Shares in uncertificated form, the certificates representing the Shares purchased by exercise of the Option shall be subject to the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

7. Transferability . The Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. No such permitted transfer of the Option to heirs or legatees of the Participant shall be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof. During the Participant’s lifetime, the Option is exercisable only by the Participant.

8. Withholding .

(a) The Participant may be required to pay to the Company or any Affiliate and the Company shall have the right and is hereby authorized to withhold (including from payroll or any other amounts payable to the Participant), any applicable withholding taxes in respect of the Option, its exercise or any payment or transfer under or with respect to the Option and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes; provided, however, that no amounts shall be withheld in excess of the Company’s statutory minimum withholding liability. Without limiting the generality of the foregoing, to the extent permitted by the Committee, the Participant may satisfy, in whole or in part, the foregoing withholding liability by delivery of Shares held by the Participant (which are fully vested and not subject to any pledge or other security interest) or by having the Company withhold from the number of Shares otherwise deliverable to the Participant hereunder Shares with a Fair Market Value not in excess of the statutory minimum withholding liability. The Participant further agrees to make adequate provision for any sums required to satisfy all applicable federal, state, local and foreign tax withholding obligations of the Company which may arise in connection with the Option.

(b) The Participant acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) with respect to the transactions contemplated by this Agreement, and the Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences upon the grant, vesting or exercise of the Option and/or the acquisition

5

or disposition of the Shares subject to the Option and that he or she has been advised that he or she should consult with his or her own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

9. Compliance with Applicable Laws . Upon the acquisition of any Shares pursuant to the exercise of the Option, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement. Notwithstanding any other provision in the Plan or this Agreement to the contrary, the Company shall not be obligated to issue, deliver or transfer Shares, to make any other distribution of benefits, or to take any other action, unless such delivery, distribution or action is in compliance with all applicable laws, rules and regulations (including but not limited to the requirements of the Securities Act of 1933, as amended).

10. Notices . Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

11. Choice of Law . This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to conflicts of laws, and in accordance with applicable federal laws of the United States.

12. Option Subject to Plan . By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and Plan prospectus. The Participant acknowledges and agrees that the Option is subject to the Plan. The terms and provisions of the Plan, as they may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any express term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Agreement will govern and prevail, unless the Committee determines otherwise. Unless otherwise defined herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.

13. Signature in Counterparts . This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

14. Amendment; Waiver; Superseding Effect . This Agreement may be modified or amended as provided in the Plan. The waiver by the Company of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. The Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of the Option or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements.

6

15. Recoupment and Forfeiture . As a condition to receiving the Option, the Participant agrees that he shall abide by all provisions of any equity retention policy, compensation recovery policy, stock ownership guidelines and/or other similar policies maintained by the Company, each as in effect from time to time and to the extent applicable to Participant from time to time. In addition, the Participant shall be subject to such compensation recovery, recoupment, forfeiture or other similar provisions as may apply at any time to the Participant under applicable laws, rules or regulations.

[Signatures on next page.]

7

IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the day and year first above written.

8

Exhibit 10.2

REGIONAL MANAGEMENT CORP.

2011 STOCK INCENTIVE PLAN

PERFORMANCE-CONTINGENT

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS OTHER STOCK-BASED AWARD AGREEMENT FOR PERFORMANCE-CONTINGENT RESTRICTED STOCK UNITS, OR RESTRICTED STOCK UNIT AWARD AGREEMENT (the “ Agreement ”), is made effective as of the date set forth on the signature page hereto (hereinafter called the “ Date of Grant ”), between Regional Management Corp., a Delaware corporation (hereinafter called the “ Company ”), and the individual set forth on the signature page hereto (hereinafter called the “ Participant ”), pursuant to the Regional Management Corp. 2011 Stock Incentive Plan, as it may be amended and/or restated (the “ Plan ”), which Plan is incorporated herein by reference and made a part of this Agreement.

The Company hereby grants to the Participant an Other Stock-Based Award in the form of an Award of performance-based and service-based restricted stock units (the “ Award ”), which represents a contingent right to acquire shares of the Company’s common stock (the “ Shares ”). For the purposes herein, the Shares subject to the Award are units that will be reflected in a book account maintained by the Company and that will be settled in shares of Stock if and only to the extent permitted under the Plan and this Agreement. Prior to issuance of any Shares, the Award shall represent an unsecured obligation of the Company, payable (if at all) only from the Company’s general assets. The Award is subject to the terms and conditions of the Plan and this Agreement, including the provisions set forth on the signature page hereto and Schedule A, which is attached hereto and expressly made a part of this Agreement.

Whenever the following terms are used in this Agreement, they shall have the meanings set forth below.

(a) Cause . “Cause” shall mean “Cause” as defined in any employment, severance, or similar agreement then in effect between the Participant and any of the Company or its Affiliates, or if no such agreement containing a definition of “Cause” is then in effect or if such term is not defined therein, “Cause” shall mean (i) Participant’s engagement in misconduct which is materially injurious to the Company or its Affiliates, (ii) Participant’s continued failure to substantially perform his duties to the Company, (iii) Participant’s repeated dishonesty in the performance of his duties to the Company, (iv) Participant’s commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from, the Company or any of its Affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least one year or (v) Participant’s material breach of any confidentiality, non-solicitation or non-competition covenant entered into between the Participant and the Company. The determination of the existence of Cause shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Agreement.

(b) Good Reason . “Good Reason” shall mean (i) with respect to Employees or Consultants, “Good Reason” or such similar concept as defined in any employment, severance, or similar agreement then in effect between the Participant and any of the Company or its Affiliates, or, if no such agreement containing a definition of “Good Reason” is then in effect or if such term is not defined therein, “Good Reason” shall mean without the Participant’s consent, a change caused by the Company in the Participant’s duties and responsibilities which is materially inconsistent with the Participant’s position at the applicable entity that is a member of the Company Group, or a material reduction in the Participant’s annual base salary (excluding any reduction in the Participant’s salary that is part of a plan to reduce salaries of comparably situated employees of any entity that is a member of the Company Group generally); and (ii) with respect to Directors, the Participant’s ceasing to serve as a Director, or, if the Company is not the surviving Company in a Change in Control event, a member of the board of directors of the surviving entity, in either case, due to the Participant’s failure to be nominated to serve as a director of such entity or the Participant’s failure to be elected to serve as a director of such entity, but not due to the Participant’s decision not to continue service on the Board of Directors of the Company or the board of directors of the surviving entity, as the case may be; provided that, in any case, notwithstanding anything to the contrary in the foregoing subparts (i) or (ii), the Participant shall only have “Good Reason” to terminate Employment following the applicable entity’s failure to remedy the act which is alleged to constitute “Good Reason” within thirty (30) days following such entity’s receipt of written notice from the Participant specifying such act, so long as such notice is provided within sixty (60) days after such event has first occurred. The determination of the existence of Good Reason shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Agreement.

(c) Qualifying Termination . “Qualifying Termination” shall mean the termination of Employment (i) as a result of the Participant’s death, Disability, or Retirement, (ii) by the Company and its Affiliates without Cause, or (iii) by the Participant with Good Reason.

(d) Retirement . “Retirement” shall mean the termination of Employment by the Participant on or after (i) the Participant’s attainment of age 65, or (ii) the Participant’s attainment of age 55 and completion of ten (10) years of service. For this purpose, the Participant shall be credited with a year of service for each consecutive twelve-month period he is Employed during his period of Employment with the Company. Employment shall not be deemed to be terminated or interrupted by a leave of absence, sick leave or vacation granted to the Participant by the Company.

(a) The actual number of Shares that may be earned and vested during the Performance Period will be determined by the Committee following the end of the Performance Period based on attainment of the Performance Goals, as set forth on the signature page hereto and as provided in Schedule A; provided, however, that (except as otherwise provided in Section 3), the Award shall not vest, in whole or in part, and the Participant shall not be entitled to any Shares, unless the Participant remains Employed from the Date of Grant until the Vesting Date (as defined on the signature page hereto). The Committee has authority to determine whether and to what degree the Award shall be deemed earned and vested.

2

(b) If the Participant’s Employment with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award.

(c) Notwithstanding Sections 3(a) and (b) herein, if the Participant’s Employment with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the Award, determined as of the date of the Qualifying Termination in accordance with the provisions of this Agreement and Schedule A, shall be eligible to be earned and vested based on attainment of the Performance Goals during the Performance Period as specified in this Agreement and in Schedule A as if the Participant’s Employment had not terminated.

(d) Notwithstanding Sections 3(a) and (b) herein, in the event a Change in Control occurs during the Performance Period, the Award shall be deemed earned and vested as follows:

(i) To the extent that the successor or surviving company in the Change in Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Committee) as Awards outstanding under the Plan immediately prior to the Change in Control event, the Award shall be deemed earned and vested as if the Target Performance Goal for the Performance Period had been met as of the date of the Change of Control.

(ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become earned and vested if the Participant’s Employment is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason during the six month period following the effective date of the Change in Control. In such event, the Award shall be deemed earned and vested as if the Target Performance Goal for the Performance Period had been met as of the date of termination.

(a) No certificate or certificates for Shares shall be issued at the time of grant of the Award. A certificate or certificates for the Shares underlying the Award (or, in the case of uncertificated Shares, other written evidence of ownership in accordance with applicable laws) shall be issued in the name of the Participant (or his beneficiary) only in the event, and to the extent, that the Award has vested and been earned in accordance with the provisions of this Agreement, including Schedule A. Any Shares or other benefits payable pursuant to the Award shall, upon vesting of the Award, be distributed to the Participant (or his beneficiary) within 70 days following the Vesting Date. Notwithstanding the foregoing, the following provisions shall apply: (a) any distributions as a result of a Change in Control as provided in Section 3(d)(i) shall be paid within 70 days following the date of the Change in Control; and (b) any distributions due to termination of Employment following a Change in Control as provided in Section 3(d)(ii)

3

shall be paid within 70 days following the date of termination of Employment. If the 70-day period described herein begins in one calendar year and ends in another, the Participant (or his beneficiary) shall not have the right to designate the calendar year of the payment (except as otherwise provided below with respect to a delay in payments if the Participant is a “specified employee”). Further, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or his beneficiary), the payment will be treated as made within the applicable 70-day time period specified herein if the payment is made during the first taxable year of the Participant in which the calculation of the amount of the payment is administratively practicable or otherwise in accordance with Code Section 409A. Notwithstanding the foregoing, if the Participant is or may be a “specified employee” (as defined under Code Section 409A), and the distribution is considered deferred compensation under Code Section 409A, then such distribution if made due to separation from service shall be subject to delay as provided in Section 19 of the Plan (or any successor provision thereto).

(b) Except as otherwise provided in this Section 4(b), the Participant shall not be deemed to be the holder of any Shares subject to the Award and shall not have any dividend rights, voting rights or other rights as a stockholder unless and until (and only to the extent that) the Award has vested and certificates for such Shares have been issued to him (or, in the case of uncertificated shares, other written evidence of ownership in accordance with applicable laws shall have been provided). As of any date that the Company pays an ordinary cash dividend on its common stock, the Company shall credit to the Participant’s book account a dollar amount equal to (i) the per share cash dividend paid by the Company on its common stock on such date, multiplied by (ii) that number of Shares equal to the number of Target Units set forth on the signature page hereto (a “Dividend Equivalent Right”). Any Dividend Equivalent Rights credited pursuant to the foregoing provisions of this Section 4(b) shall be subject to the same vesting, Performance Goals, payment and other terms, conditions and restrictions as the Shares subject to the Award (and, for clarification, shall not be paid unless and until the corresponding portion of the Shares subject to the Award have been earned and vested); provided, however, that the amount of any Dividend Equivalent Rights that become earned and vested pursuant to the terms of this Agreement and Schedule A shall be paid in cash.

(c) Notwithstanding any other provision of the Plan or this Agreement to the contrary, no Shares shall be distributable upon vesting of the Award prior to the completion of any registration or qualification of the Award or the Shares under applicable federal, state or foreign securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable.

(d) The Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him (subject to any Code Section 409A requirements), any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. The Company may elect to recognize the Participant’s ownership through uncertificated book entry.

(e) The Award, if vested in accordance with the terms of this Agreement, shall be payable in whole Shares. The total number of Shares that may be acquired upon vesting of the Award (or portion thereof) shall be rounded down to the nearest whole share.

4

The granting of the Award evidenced hereby and this Agreement shall impose no obligation on the Company or any Affiliate to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliates’ right to terminate the Employment of such Participant. Except as otherwise provided in the Plan or this Agreement, all rights of the Participant with respect to the unvested portion of the Award shall terminate upon the Participant’s termination of Employment. The grant of the Award does not create any obligation to grant further awards.

Unless the Company issues the Shares in uncertificated form, the certificates representing the Shares acquired upon vesting of the Award shall be subject to the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable federal, state or foreign laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

The Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. No such permitted transfer of the Award to heirs or legatees of the Participant shall be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.

(a) The Participant may be required to pay to the Company or any Affiliate, and the Company shall have the right and is hereby authorized to withhold (including from payroll or any other amounts payable to the Participant), any applicable withholding taxes in respect of the Award, its vesting or any payment or transfer under or with respect to the Award and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes; provided, however, that no amounts shall be withheld in excess of the Company’s statutory minimum withholding liability. Without limiting the generality of the foregoing, to the extent permitted by the Committee, the Participant may satisfy, in whole or in part, the foregoing withholding liability by delivery of Shares held by the Participant (which are fully vested and not subject to any pledge or other security interest) or by having the Company withhold from the number of Shares otherwise deliverable to the Participant hereunder Shares with a Fair Market Value not in excess of the statutory minimum withholding liability. The Participant further agrees to make adequate provision for any sums required to satisfy all applicable federal, state, local and foreign tax withholding obligations of the Company which may arise in connection with the Award.

5

(b) The Participant acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) with respect to the transactions contemplated by this Agreement, and the Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of the Award and/or the acquisition or disposition of the Shares subject to the Award and that he or she has been advised that he or she should consult with his or her own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Upon the acquisition of any Shares pursuant to the vesting of the Award, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities or other laws or with the Plan or this Agreement. Notwithstanding any other provision in the Plan or this Agreement to the contrary, the Company shall not be obligated to issue, deliver or transfer Shares, to make any other distribution of benefits, or to take any other action, unless such delivery, distribution or action is in compliance with all applicable laws, rules and regulations (including but not limited to the requirements of the Securities Act of 1933, as amended).

Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to conflicts of laws, and in accordance with applicable federal laws of the United States.

By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and Plan prospectus. The Participant acknowledges and agrees that the Award is subject to the Plan. The terms and provisions of the Plan, as they may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any express term or provision contained herein and a term or

6

provision of the Plan, the applicable terms and provisions of the Agreement will govern and prevail, unless the Committee determines otherwise. Unless otherwise defined herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.

This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

This Agreement may be modified or amended as provided in the Plan. The waiver by the Company of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. The Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements.

As a condition to receiving this Award, the Participant agrees that he shall abide by all provisions of any equity retention policy, compensation recovery policy, stock ownership guidelines and/or other similar policies maintained by the Company, each as in effect from time to time and to the extent applicable to Participant from time to time. In addition, the Participant shall be subject to such compensation recovery, recoupment, forfeiture or other similar provisions as may apply at any time to the Participant under applicable laws, rules or regulations.

[Signature Page to Follow]

7

Exhibit 10.3

REGIONAL MANAGEMENT CORP.

2011 STOCK INCENTIVE PLAN

CASH-SETTLED PERFORMANCE SHARE AWARD AGREEMENT

THIS CASH-SETTLED PERFORMANCE-BASED AWARD AGREEMENT FOR CASH-SETTLED PERFORMANCE SHARES (the “ Agreement ”) is made effective as of the date set forth on the signature page hereto (hereinafter called the “ Date of Grant ”), between Regional Management Corp., a Delaware corporation (hereinafter called the “ Company ”), and the individual set forth on the signature page hereto (hereinafter called the “ Participant ”), pursuant to the Regional Management Corp. 2011 Stock Incentive Plan, as it may be amended and/or restated (the “ Plan ”), which Plan is incorporated herein by reference and made a part of this Agreement.

1. Grant of Award.

The Company hereby grants to the Participant a Performance-Based Award in the form of an Award of Performance Shares (the “ Award ”), which represents a contingent right to receive a cash payment based on the value of the Award. The Participant shall not be deemed to be the holder of any shares of the Company’s common stock related to the Award and shall not have any rights to dividends, voting rights or other rights of a stockholder with respect to the Performance Shares. The Award is subject to the terms and conditions of the Plan and this Agreement, including the provisions set forth on the signature page hereto and Schedule A, which is attached hereto and expressly made a part of this Agreement.

2. Definitions.

Whenever the following terms are used in this Agreement, they shall have the meanings set forth below.

(a) Cause . “Cause” shall mean “Cause” as defined in any employment, severance, or similar agreement then in effect between the Participant and any of the Company or its Affiliates, or if no such agreement containing a definition of “Cause” is then in effect or if such term is not defined therein, “Cause” shall mean (i) Participant’s engagement in misconduct which is materially injurious to the Company or its Affiliates, (ii) Participant’s continued failure to substantially perform his duties to the Company, (iii) Participant’s repeated dishonesty in the performance of his duties to the Company, (iv) Participant’s commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from, the Company or any of its Affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least one year or (v) Participant’s material breach of any confidentiality, non-solicitation or non-competition covenant entered into between the Participant and the Company. The determination of the existence of Cause shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Agreement.

(b) Good Reason . “Good Reason” shall mean (i) with respect to Employees or Consultants, “Good Reason” or such similar concept as defined in any employment, severance, or similar agreement then in effect between the Participant and any of the Company or its Affiliates, or, if no such agreement containing a definition of “Good Reason” is then in effect or

if such term is not defined therein, “Good Reason” shall mean without the Participant’s consent, a change caused by the Company in the Participant’s duties and responsibilities which is materially inconsistent with the Participant’s position at the applicable entity that is a member of the Company Group, or a material reduction in the Participant’s annual base salary (excluding any reduction in the Participant’s salary that is part of a plan to reduce salaries of comparably situated employees of any entity that is a member of the Company Group generally); and (ii) with respect to Directors, the Participant’s ceasing to serve as a Director, or, if the Company is not the surviving Company in a Change in Control event, a member of the board of directors of the surviving entity, in either case, due to the Participant’s failure to be nominated to serve as a director of such entity or the Participant’s failure to be elected to serve as a director of such entity, but not due to the Participant’s decision not to continue service on the Board of Directors of the Company or the board of directors of the surviving entity, as the case may be; provided that, in any case, notwithstanding anything to the contrary in the foregoing subparts (i) or (ii), the Participant shall only have “Good Reason” to terminate Employment following the applicable entity’s failure to remedy the act which is alleged to constitute “Good Reason” within thirty (30) days following such entity’s receipt of written notice from the Participant specifying such act, so long as such notice is provided within sixty (60) days after such event has first occurred. The determination of the existence of Good Reason shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Agreement.

(c) Qualifying Termination . “Qualifying Termination” shall mean the termination of Employment (i) as a result of the Participant’s death, Disability, or Retirement, (ii) by the Company and its Affiliates without Cause, or (iii) by the Participant with Good Reason.

(d) Retirement . “Retirement” shall mean the termination of Employment by the Participant on or after (i) the Participant’s attainment of age 65, or (ii) the Participant’s attainment of age 55 and completion of ten (10) years of service. For this purpose, the Participant shall be credited with a year of service for each consecutive twelve-month period he is Employed during his period of Employment with the Company. Employment shall not be deemed to be terminated or interrupted by a leave of absence, sick leave or vacation granted to the Participant by the Company.

3. Vesting; Forfeiture.

(a) The cash payment that may be earned and vested during the Performance Period pursuant to the Performance Shares awarded under this Agreement will be determined by the Committee following the end of the Performance Period based on attainment of the Performance Goals and the value of the Award, as set forth on the signature page hereto and as provided in Schedule A; provided, however, that (except as otherwise provided in Section 3), the Award shall not vest, in whole or in part, and the Participant shall not be entitled to receive a cash payment, unless the Participant remains Employed from the Date of Grant until the Vesting Date (as defined on the signature page hereto). The Committee has authority to determine whether and to what degree the Award shall be deemed earned and vested.

(b) If the Participant’s Employment with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or to receive any amounts with respect thereto.

2

(c) Notwithstanding Sections 3(a) and (b) herein, if the Participant’s Employment with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the Award, determined as of the date of the Qualifying Termination in accordance with the provisions of this Agreement and Schedule A, shall be eligible to be earned and vested based on attainment of the Performance Goals during the Performance Period as specified in this Agreement and in Schedule A as if the Participant’s Employment had not terminated.

(d) Notwithstanding Sections 3(a) and (b) herein, in the event a Change in Control occurs during the Performance Period, the Award shall be deemed earned and vested as follows:

(i) To the extent that the successor or surviving company in the Change in Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Committee) as Awards outstanding under the Plan immediately prior to the Change in Control event, the Award shall be deemed earned and vested as if the Target Performance Goal for the Performance Period had been met as of the date of the Change of Control.

(ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become earned and vested if the Participant’s Employment is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason during the six month period following the effective date of the Change in Control. In such event, the Award shall be deemed earned and vested as if the Target Performance Goal for the Performance Period had been met as of the date of termination.

4. Settlement of the Award. The settlement of the Award, if earned and vested, shall be made in cash unless the Committee determines otherwise. A cash payment shall be made to the Participant (or his beneficiary) only in the event, and to the extent, that the Award has vested and been earned as provided in Section 3 and Schedule A. The amount payable pursuant to the Award shall, upon vesting of the Award, be distributed to the Participant (or his beneficiary) within 70 days following the Vesting Date. Notwithstanding the foregoing, the following provisions shall apply: (a) any amounts payable as a result of a Change in Control as provided in Section 3(d)(i) shall be paid within 70 days following the date of the Change in Control; and (b) any amounts payable due to termination of Employment following a Change in Control as provided in Section 3(d)(ii) shall be paid within 70 days following the date of termination of Employment. If the 70-day period described herein begins in one calendar year and ends in another, the Participant (or his beneficiary) shall not have the right to designate the calendar year of the payment (except as otherwise provided below with respect to a delay in payments if the Participant is a “specified employee”). Further, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the

3

Participant (or his beneficiary), the payment will be treated as made within the applicable 70-day time period specified herein if the payment is made during the first taxable year of the Participant in which the calculation of the amount of the payment is administratively practicable or otherwise in accordance with Code Section 409A. Notwithstanding the foregoing, if the Participant is or may be a “specified employee” (as defined under Code Section 409A), and the distribution is considered deferred compensation under Code Section 409A, then such distribution if made due to separation from service shall be subject to delay as provided in Section 19 of the Plan (or any successor provision thereto).

5. No Right to Continued Employment; No Right to Further Awards.

The granting of the Award evidenced hereby and this Agreement shall impose no obligation on the Company or any Affiliate to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliates’ right to terminate the Employment of such Participant. Except as otherwise provided in the Plan or this Agreement, all rights of the Participant with respect to the unvested portion of the Award shall terminate upon the Participant’s termination of Employment. The grant of the Award does not create any obligation to grant further awards.

6. Transferability.

The Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. No such permitted transfer of the Award to heirs or legatees of the Participant shall be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.

7. Withholding; Tax Consequences.

(a) The Participant may be required to pay to the Company or any Affiliate, and the Company shall have the right and is hereby authorized to withhold (including from payroll or any other amounts payable to the Participant), any applicable withholding taxes in respect of the Award, its vesting or any payment or transfer under or with respect to the Award and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes; provided, however, that no amounts shall be withheld in excess of the Company’s statutory minimum withholding liability. The Participant further agrees to make adequate provision for any sums required to satisfy all applicable federal, state, local and foreign tax withholding obligations of the Company which may arise in connection with the Award.

(b) The Participant acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited

4

to income tax consequences) with respect to the transactions contemplated by this Agreement, and the Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences upon the grant or settlement of the Award and that he or she has been advised that he or she should consult with his or her own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

8. Notices.

Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

9. Choice of Law.

This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to conflicts of laws, and in accordance with applicable federal laws of the United States.

10. Award Subject to Plan.

By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and Plan prospectus. The Participant acknowledges and agrees that the Award is subject to the Plan. The terms and provisions of the Plan, as they may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any express term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Agreement will govern and prevail, unless the Committee determines otherwise. Unless otherwise defined herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.

11. Signature in Counterparts.

This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

5

12. Amendment; Waiver; Superseding Effect.

This Agreement may be modified or amended as provided in the Plan. The waiver by the Company of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. The Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements.

13. Recoupment and Forfeiture.

As a condition to receiving this Award, the Participant agrees that he shall abide by all provisions of any equity retention policy, compensation recovery policy, stock ownership guidelines and/or other similar policies maintained by the Company, each as in effect from time to time and to the extent applicable to Participant from time to time. In addition, the Participant shall be subject to such compensation recovery, recoupment, forfeiture or other similar provisions as may apply at any time to the Participant under applicable laws, rules or regulations.

[Signature Page to Follow]

6

SIGNATURE PAGE TO CASH-SETTLED PERFORMANCE SHARE

AWARD AGREEMENT

IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the Date of Grant specified below.

7

8

Schedule A

REGIONAL MANAGEMENT CORP.

2011 STOCK INCENTIVE PLAN

CASH-SETTLED PERFORMANCE SHARE AWARD AGREEMENT

Schedule A sets forth the performance goals for the Cash-Settled Performance Share Award (the “Award”) under the Regional Management Corp. 2011 Stock Incentive Plan, as it may be amended and/or restated (the “Plan”), evidenced by the Cash-Settled Performance Share Award Agreement (the “Agreement”) to which it is attached. Capitalized terms not expressly defined in this Schedule A but defined in the Plan or the Agreement shall have the same definitions as in the Plan and/or the Agreement, as applicable.

1. Target Value of Performance Shares : The target value per Performance Share for the Performance Period is                      (the “Target Value”). The actual value of the Award is subject to performance requirements as follows:

(a) Threshold Performance Goal : The value of each Performance Share shall be equal to     % of the Target Value if                      meets or exceeds                      for the Performance Period (the “Threshold Performance Goal”). If                      for the Performance Period is below the Threshold Performance Goal, the value of the Performance Shares is zero for the Performance Period.

(b) Target Performance Goal : The value of each Share shall be equal to     % of the Target Value if                      meets or exceeds                      for the Performance Period (the “Target Performance Goal”).

(c) Maximum Performance Goal : The value of each Share shall be equal to     % of the Target Value if                      meets or exceeds                      for the Performance Period (the “Maximum Performance Goal”).

Notwithstanding the foregoing, the Award shall not be deemed payable, in whole or in part, until both of the following events have occurred: (A) the completion of the Company’s audited financial statements for the fiscal year ending                      and (B) the Committee’s written certification regarding if and to the extent the applicable performance goals have been met.

2. Definition : [Insert definition of performance criteria]

3. Determination of Value of Performance Shares Earned; Additional Terms : The value of each Performance Share that may be eligible to be earned under the Award is between     % and     % of the Target Value based on attainment of                      for the Performance Period. If                      for the Performance Period is below the Threshold Performance Goal, the value of each Performance Share shall be zero for the Performance Period; if                      for the Performance Period is at the Threshold Performance Goal, the value of each Performance Share shall be equal to     % of the Target Value; if                      for

9

the Performance Period is at the Target Performance Goal, the value of each Performance Share shall be equal to     % of the Target Value; if                      for the Performance Period is at the Maximum Performance Goal, the value of each Performance Share shall be equal to     % of the Target Value. As further clarification, the value of each Performance Share deemed earned for                      results between (A) the Threshold Performance Goal and the Target Performance Goal and (B) the Target Performance Goal and the Maximum Performance Goal will be calculated using linear interpolation.

4. Determination of Value of Earned Award . The value of the Award earned shall be determined pursuant to a two-step process: (i) first, the value of each Performance Share shall be determined pursuant to this Schedule A based on the                      results for the Performance Period; and (ii) second, an amount shall be determined by multiplying the number of Performance Shares granted to the Participant (as adjusted as provided herein in the case of a Qualifying Termination) by the value of each Performance Share determined in (i), which amount shall be the “Earned Award Value.”

5. Vesting of the Award . Except as otherwise provided herein, the Participant shall be vested in the Earned Award Value if the Participant is employed by the Company on the Vesting Date and has been continuously employed since the Date of Grant. If earned and vested, the Earned Award Value shall be settled in accordance with Section 4 of the Agreement.

10

Exhibit 10.4

REGIONAL MANAGEMENT CORP.

2011 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

(Executive Form)

THIS OTHER STOCK-BASED AWARD AGREEMENT FOR RESTRICTED SHARES, or RESTRICTED STOCK AWARD AGREEMENT (the “ Agreement ”), is made effective as of the date set forth on the signature page hereto (hereinafter called the “ Date of Grant ”), between Regional Management Corp., a Delaware corporation (hereinafter called the “ Company ”), and the individual set forth on the signature page hereto (hereinafter called the “ Participant ”), pursuant to the Regional Management Corp. 2011 Stock Incentive Plan, as it may be amended and/or restated (the “ Plan ”), which Plan is incorporated herein by reference and made a part of this Agreement.

The Company hereby grants to the Participant an Other Stock-Based Award in the form of an Award of restricted Shares (the “ Award ”), subject to the terms and conditions of the Plan and this Agreement, for the number of Shares (the “ Shares ”) set forth on the signature page hereto, subject to adjustment as set forth in the Plan.

Whenever the following terms are used in this Agreement, they shall have the meanings set forth below.

(a) Cause . “Cause” shall mean “Cause” as defined in any employment, severance, or similar agreement then in effect between the Participant and any of the Company or its Affiliates, or, if no such agreement containing a definition of “Cause” is then in effect or if such term is not defined therein, “Cause” shall mean (i) Participant’s engagement in misconduct which is materially injurious to the Company or its Affiliates, (ii) Participant’s continued failure to substantially perform his duties to the Company, (iii) Participant’s repeated dishonesty in the performance of his duties to the Company, (iv) Participant’s commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from, the Company or any of its Affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least one year or (v) Participant’s material breach of any confidentiality, non-solicitation or non-competition covenant entered into between the Participant and the Company. The determination of the existence of Cause shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Agreement.

(b) Good Reason . “Good Reason” shall mean “Good Reason” or such similar concept as defined in any employment, severance, or similar agreement then in effect between the Participant and any of the Company or its Affiliates, or, if no such agreement containing a definition of “Good Reason” is then in effect or if such term is not defined therein, “Good Reason” shall mean without the Participant’s consent, a change caused by the Company in the Participant’s duties and responsibilities which is materially inconsistent with the Participant’s

position at the applicable entity that is a member of the Company Group, or a material reduction in the Participant’s annual base salary (excluding any reduction in the Participant’s salary that is part of a plan to reduce salaries of comparably situated employees of any entity that is a member of the Company Group generally). Notwithstanding anything to the contrary, the Participant shall only have “Good Reason” to terminate Employment following the applicable entity’s failure to remedy the act which is alleged to constitute “Good Reason” within thirty (30) days following such entity’s receipt of written notice from the Participant specifying such act, so long as such notice is provided within sixty (60) days after such event has first occurred. The determination of the existence of Good Reason shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Agreement.

(c) Qualifying Termination . “Qualifying Termination” shall mean the termination of Employment (i) as a result of the Participant’s death or Disability, (ii) by the Company and its Affiliates without Cause, or (iii) by the Participant with Good Reason.

(a) Subject to the Participant’s continued Employment through the applicable vesting date, the Award shall vest at the time(s) set forth on the signature page hereto. The Committee has authority to determine whether and to what degree the Award shall be deemed vested.

(b) Notwithstanding Section 3(a) herein, (i) in the event of a termination of the Participant’s Employment by the Company and its Affiliates without Cause or by the Participant with Good Reason, during the six month period following a Change in Control, the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of such termination date; and (ii) in the event that the Participant’s Employment with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the Award, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the Award that shall be deemed vested shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination.

(a) The Participant shall not have any rights to dividends, voting rights or other rights of a stockholder with respect to Shares subject to an Award unless and until certificates for such shares have been issued to him (or other written evidence of ownership in accordance with applicable laws, rules and regulations has been provided). A certificate or certificates for Shares subject to the Award (or other written evidence of ownership) shall be issued in the name of the Participant as soon as practicable after the Award has been granted. Notwithstanding the foregoing, the Committee may (i) require that the Participant deliver certificates (or other written evidence of ownership) for the Shares to the Committee or its designee to be held in escrow until the Award vests (in which case the Shares will be released to the Participant) or is forfeited (in

2

which case the Shares will be returned to the Company without the payment of consideration therefor); and/or (ii) require that the Participant deliver to the Company a stock power or similar instrument, endorsed in blank, related to the Shares subject to the Award which are subject to forfeiture. Except as otherwise provided in the Plan or this Agreement, the Participant shall have all voting, dividend and other rights of a stockholder with respect to the Shares following issuance of the certificate or certificates (or other written evidence of ownership) for the Shares; provided, however, that if any dividends are declared and paid by the Company with respect to such Shares, such dividends shall be subject to the same vesting schedule, forfeiture terms and other restrictions as are applicable to the Shares upon which such dividends are paid.

(b) Notwithstanding any other provision of the Plan or this Agreement to the contrary, no Shares shall be distributable upon vesting of the Award prior to the completion of any registration or qualification of the Award or the Shares under applicable federal, state or foreign securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable.

(c) The Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him (subject to any Code Section 409A requirements), any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. The Company may elect to recognize the Participant’s ownership through uncertificated book entry.

(d) The Award, if vested in accordance with the terms of this Agreement, shall be payable in whole Shares. The total number of Shares that may be acquired upon vesting of the Award (or portion thereof) shall be rounded down to the nearest whole share.

The granting of the Award evidenced hereby and this Agreement shall impose no obligation on the Company or any Affiliate to continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of such Participant. Except as otherwise provided in the Plan or this Agreement, all rights of the Participant with respect to the unvested portion of the Award shall terminate upon the Participant’s termination of Employment. The grant of the Award does not create any obligation to grant further awards.

Unless the Company issues the Shares in uncertificated form, the certificates representing the Shares acquired upon vesting of the Award shall be subject to the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable federal, state or foreign laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

3

The Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. No such permitted transfer of the Award to heirs or legatees of the Participant shall be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.

(a) The Participant may be required to pay to the Company or any Affiliate and the Company shall have the right and is hereby authorized to withhold (including from payroll or any other amounts payable to the Participant), any applicable withholding taxes in respect of the Award, its vesting or any payment or transfer under or with respect to the Award and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes; provided, however, that no amounts shall be withheld in excess of the Company’s statutory minimum withholding liability. Without limiting the generality of the foregoing, to the extent permitted by the Committee, the Participant may satisfy, in whole or in part, the foregoing withholding liability by delivery of Shares held by the Participant (which are fully vested and not subject to any pledge or other security interest) or by having the Company withhold from the number of Shares otherwise deliverable to the Participant hereunder Shares with a Fair Market Value not in excess of the statutory minimum withholding liability. The Participant further agrees to make adequate provision for any sums required to satisfy all applicable federal, state, local and foreign tax withholding obligations of the Company which may arise in connection with the Award.

(b) The Participant acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) with respect to the transactions contemplated by this Agreement, and the Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of the Award and/or the acquisition or disposition of the Shares subject to the Award and that he or she has been advised that he or she should consult with his or her own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Upon the acquisition of any Shares pursuant to the vesting of the Award, the Participant will make or enter into such written representations, warranties and agreements as the Committee

4

may reasonably request in order to comply with applicable securities or other laws or with the Plan or this Agreement. Notwithstanding any other provision in the Plan or this Agreement to the contrary, the Company shall not be obligated to issue, deliver or transfer Shares, to make any other distribution of benefits, or to take any other action, unless such delivery, distribution or action is in compliance with all applicable laws, rules and regulations (including but not limited to the requirements of the Securities Act of 1933, as amended).

Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to conflicts of laws, and in accordance with applicable federal laws of the United States.

By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and Plan prospectus. The Participant acknowledges and agrees that the Award is subject to the Plan. The terms and provisions of the Plan, as they may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any express term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Agreement will govern and prevail, unless the Committee determines otherwise. Unless otherwise defined herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.

This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

This Agreement may be modified or amended as provided in the Plan. The waiver by the Company of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. The Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements.

5

As a condition to receiving this Award, the Participant agrees that he shall abide by all provisions of any equity retention policy, compensation recovery policy, stock ownership guidelines and/or other similar policies maintained by the Company, each as in effect from time to time and to the extent applicable to Participant from time to time. In addition, the Participant shall be subject to such compensation recovery, recoupment, forfeiture or other similar provisions as may apply at any time to the Participant under applicable laws, rules or regulations.

[Signature Page to Follow]

6

SIGNATURE PAGE TO RESTRICTED STOCK AWARD AGREEMENT

IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the Date of Grant specified below.

Date of Grant:

Shares Subject to Award:

Vesting Date:

7

Exhibit 10.5

October 1, 2014

Donald E. Thomas

47 Barnwood Circle

Greenville, SC 29607

Dear Don,

This letter (the “ Amendment Letter ”) amends that certain Employment Offer Letter, dated December 12, 2012 (the “ Offer Letter Agreement ”), between you and Regional Management Corp. (“ RM ” or the “ Company ”). As you know, RM has completed a review of its executive compensation programs and is implementing changes to more effectively link the compensation of select executives, such as yourself, directly to the successful achievement of RM’s strategic business objectives. For 2014, it is RM’s intent that (i) executives selected to participate in the Regional Management Corp. Annual Incentive Plan or any successor cash incentive plan (the “ Annual Incentive Plan ”) will be eligible to earn annual cash incentives in accordance with the short-term incentive program (“ STIP ”) for 2014 approved by the Compensation Committee (the “ Committee ”) of the Board of Directors, and that (ii) executives selected to participate in the Company’s long-term incentive program (“ LTIP ”) for 2014 will be granted a combination of time-based stock options, performance-contingent restricted stock units and cash-settled performance shares under the Company’s 2011 Stock Incentive Plan or any successor plan (the “ Stock Plan ”) in lieu of RM’s historical practice of granting time-based stock options. It is RM’s belief that these new executive compensation arrangements for 2014 will facilitate a better connection between pay and performance and support RM’s need to attract and retain highly talented employees. Defined terms referenced in the amendments described below to the Offer Letter Agreement which are not defined in the Offer Letter Agreement shall have the meanings given such terms as provided in the Amendment Letter.

Because of the changes to RM’s executive compensation program described above, the Committee desires, and you agree, to amend the provisions of your Offer Letter Agreement describing your performance bonus and annual equity grant, and to amend certain other provisions as described below. To that end, RM hereby agrees with you that:

(a) The Section of the Offer Letter Agreement entitled “Performance Bonus” appearing in the fourth bulleted paragraph on page 1 shall be amended by deleting it in its entirety and replacing it with the following:

“ Performance Bonus : RM’s fiscal year is the same as a calendar year. Starting with fiscal year 2014, you will be eligible for participation in the STIP with a target bonus opportunity equal to 100% of your actual base salary and otherwise in accordance with the terms of the STIP, as approved from time to time by the Committee, which award, if any, shall be paid under the Annual Incentive Plan.”

(b) The Section of the Offer Letter Agreement entitled “Annual Equity Grant” appearing in the first bulleted paragraph on page 2 shall be amended by deleting it in its entirety and replacing it with the following:

“Annual Equity Grant: For 2014, you will be granted a combination of time-based stock options, performance-contingent restricted stock units and cash-settled performance shares with an aggregate target value of 1.5 times your base salary, subject to terms and conditions established by the Committee. Commencing in 2015, you will be eligible to participate in RM’s LTIP and to receive equity and/or equity-based awards under the Stock Plan in the sole discretion of the Board of Directors or the Committee. All equity awards will be subject to and governed by the provisions of the Stock Plan and related award agreements.”

(c) For purposes of clarity, the stock option grants RM made to you on January 4, 2013 and December 31, 2013 will continue in accordance with their terms and the terms of the Stock Plan and will not be affected by this amendment.

(d) The section of the Offer Letter Amendment entitled “Vacation & Personal Days” appearing in the seventh bulleted paragraph on page 2 shall be amended by deleting it in its entirety and replacing it with the following:

“ Paid Time Off (PTO) : You will have 25 PTO days to use each calendar year.”

(e) The section of the Offer Letter Agreement entitled “Car Allowance” appearing in the eighth bulleted paragraph on page 2 shall be amended by deleting it in its entirety and replacing it with the following:

“ Car Allowance : $1,150 per month paid through payroll, less FICA, state and federal income tax withholding.”

(f) The section of the Offer Letter Agreement entitled “Cell Phone Allowance” appearing in the ninth bulleted paragraph on page 2 shall be amended by deleting it in its entirety and replacing it with the following:

“ Cell Phone : RM will provide you with the use of a company cell phone.”

Page 2

(g) All other provisions of the Offer Letter Agreement will remain in full force and effect. In particular, this Amendment Letter does not and shall not be construed as a guarantee of continued employment with RM for any period of time. You understand and acknowledge that this Amendment Letter does not in any way change the status of your employment with RM as an “at-will” employee.

If the terms of this Amendment Letter are acceptable, please sign the letter below and return it to me at your earliest opportunity.

The provisions of this Amendment Letter have been read and are understood. By signing below, I agree to all of the provisions in this Amendment Letter.

Page 3