UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)
December 5, 2012


WORLD ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)


South Carolina
0-19599
57-0425114
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
 File Number)
   Identification No.)


108 Frederick Street, Greenville, South Carolina
29607
(Address of principal executive offices)
(Zip Code)
 
 
Registrant’s telephone number, including area code
 (864) 298-9800


Not Applicable
(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Compensation and Stock Option Committee (the “Committee”) and the Board of Directors of World Acceptance Corporation (the “Company”) developed the proposed equity grants in conjunction with the Company's senior management.  The grants are designed to align all members of senior management, to be long term in nature, and to be primarily performance based.  Sixteen members of senior management and the board are included in these grants.  It is intended to span a period of five years beginning with fiscal 2013.  Approximately 75% of the expense is performance based.  Of that, approximately 14% will vest if the 3-year compounded EPS growth rate is at least 16% and approximately 86% will vest if the 5-year compounded EPS growth is at least 22%.  If the 3-year compounded EPS growth is below 12% and the 5-year compounded EPS growth rate is below 14.6%, none of the performance based shares will vest. The estimated annual pre-tax expense associated for these grants is approximately $3.2 million for fiscal 2013, $9.1 million for fiscal 2014, $7.8 million for fiscal 2015, $6.0 million for fiscal 2016, and $4.5 million for fiscal 2017. The actual expenses may be different from the estimated expenses due to management's assumptions, including, but not limited to, tax rates, actual timing of when targets are achieved, and forfeiture rates.
Option Awards to Named Executive Officers
On December 5, 2012, the Committee approved the following stock option awards under the Company’s 2011 Stock Option Plan (the “Plan”) to the Company’s “Named Executive Officers” as identified in the Company’s proxy statement relating to its 2012 Annual Meeting of Shareholders, effective as of December 7, 2012:

Participant
Number of Options Granted
A. Alexander McLean
65,000
Mark C. Roland
40,000
Kelly M. Malson
25,000
James D. Walters
20,000
Francisco J. Sauza
20,000

These stock options were granted at an exercise price of $74.08, the closing price of the Company's common stock on December 7, 2012 as reported on the Nasdaq Global Select Market. These nonstatutory option awards vest and become exercisable at a rate of twenty percent (20%) per year on each of the succeeding five (5) anniversaries of the grant date if the optionee remains in the continuous employment of the Company or any Subsidiary (as defined in the Plan). Any unvested portion of the options terminates immediately upon termination of the optionee's employment with the Company or a Subsidiary for any reason other than death, in which case all remaining unvested options will continue to vest in accordance with the annual vesting schedule until such options are fully vested. The options are subject to accelerated vesting in the event of a “Change in Control” to the extent that the optionee remains in the continuous employment of the Company or its Subsidiary through the consummation of such Change in Control. For this purpose, “Change in Control” is defined consistently with the definition of “Change in Control” set forth in Section 10 of the Plan, except that with respect to the “Change in Control” triggers that apply under specified conditions when a person, corporation, entity or other group acquires of beneficial ownership of 30% or more of the combined voting power of then outstanding voting securities of the Company or Continuing Entity (as defined in the Plan), such triggering percentage has been raised to 35% for purposes of these awards.






Restricted Stock Awards (Group A Awards) to Named Executive Officers
On December 5, 2012, the Committee approved the following restricted stock awards under the Plan to the Company’s Named Executive Officers, effective as of December 7, 2012:
Participant
Number of Restricted Shares Granted
A.Alexander McLean
16,000
Mark C. Roland
11,000
Kelly M. Malson
6,000
James D. Walters
4,000
Francisco J. Sauza
4,000

The restricted shares shall vest on April 30, 2015 based on the Company’s achievement of following performance goals, as certified by the Committee:

EPS Target
Restricted Shares Eligible for Vesting (Percentage of Award)
$10.29
100%
$9.76
67%
$9.26
33%
Below $9.26
0%

Restricted Stock Awards (Group B Awards) to Named Executive Officers
On December 5, 2012, the Committee approved the following restricted stock awards under the Plan to the Company’s Named Executive Officers, effective as of December 7, 2012:

Participant
Number of Restricted Shares Granted
A. Alexander McLean
34,000
Mark C. Roland
39,000
Kelly M. Malson
40,000
James D. Walters
26,000
Francisco J. Sauza
26,000






The restricted shares are eligible to vest until March 31, 2017.  Such restricted shares will vest 25% if the Company achieves the following performance goals, as certified by the Committee, during any successive trailing four quarters during the measurement period beginning on October 1, 2012 and ending March 31, 2017:

Trailing 4 quarter EPS Target
Restricted Shares Eligible for Vesting (Percentage of Award)
$13.00
25%
$14.50
25%
$16.00
25%
$18.00
25%

With respect to both the Group A and Group B restricted share awards, such awards terminate immediately upon the termination of the recipient's employment with the Company or any Subsidiary for any reason other than death, in which case the recipient's beneficiary will be entitled to receive the maximum number of shares that would have vested during the performance period assuming that the recipient had remained in the employment of the Company through the end of the performance period. Such restricted shares are also subject to accelerated vesting upon the occurrence of a Change in Control (defined for this purpose in the same manner as described above for the option grants).
The option and restricted share awards described above are being granted under the Plan and are subject to the terms of the Plan and the applicable award agreements. The following summaries of these awards are qualified by reference to the full text of the applicable award agreements, forms of which are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and the terms of the Plan, a copy of which is attached as Appendix A to the Company's proxy statement filed June 29, 2011 with the Securities and Exchange Commission with respect to its 2011 Annual Meeting of Shareholders.
Forward-Looking Statements
This Form 8-K contains various “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that represent the Company's expectations or beliefs concerning future events. Statements other than those of historical fact, as well as those identified by the words “anticipate,” “estimate,” “intend” “plan,” “expect,” “believe,” “may,” “will,” and “should” or any variation of the foregoing and similar expressions are forward-looking statements. Such forward-looking statements are about matters that are inherently subject to risks and uncertainties. Specifically, the Company's statement at the end of the first paragraph regarding the estimated compensation expense in future periods associated with the described equity grants is a forward-looking statement and is subject to various assumptions and estimates that could prove to be inaccurate and cause these estimates to differ materially from the actual expense recognized in future periods. Other factors that could cause actual results or performance to differ from the expectations expressed or implied in any forward-looking statements include the following: recently enacted, proposed or future legislation and the manner in which it is implemented; the nature and scope of regulatory authority, particularly discretionary authority, that may be exercised by regulators having jurisdiction over the Company's business or consumer financial transactions generically; changes in interest rates; risks related to expansion and foreign operations; risks inherent in making loans, including repayment risks and value of collateral; the timing and amount of revenues that may be recognized by the Company; changes in current revenue and expense trends (including trends affecting delinquencies and charge-offs); changes in the Company's markets and general changes in the economy (particularly in the markets served by the Company); and the unpredictable nature of litigation. These and other factors are discussed in greater detail in Part I, Item 1A, “Risk Factors” in the Company's most recent annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) and the Company's other reports filed with, or furnished to, the SEC from time to time. The Company does not undertake any obligation to update any forward-looking statements it makes.







Item 9.01.     Financial Statements and Exhibits.
(d) Exhibits

99.1    Form of Stock Option Agreement
99.2    Form of Restricted Stock Award Agreement (Group A Form)
99.3    Form of Restricted Stock Award Agreement (Group B Form)



 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
WORLD ACCEPTANCE CORPORATION  
(Registrant)
 
 
 
Date:   December 7, 2012
By:
/s/ Kelly M. Malson
 
 
Kelly M. Malson
 
 
Senior   Vice President and Chief Financial Officer
 
 
 

 
 

 

EXHIBIT INDEX
Exhibit Number
Exhibit
Form of Stock Option Agreement
Form of Restricted Stock Award Agreement (Group A Form)
Form of Restricted Stock Award Agreement (Group B Form)









WORLD ACCEPTANCE CORPORATION
STOCK OPTION AGREEMENT
World Acceptance Corporation, a South Carolina corporation (the "Company"), pursuant to its [2008] [2011] Stock Option Plan, as amended from time to time (the "Plan"), hereby grants to the optionee named below ("Optionee"), the number of shares of Stock of the Company (the "Option Shares") set forth below. The terms and conditions of the Option Shares are set forth below.
OPTIONEE:
 
ADDRESS:
 
TOTAL OPTION SHARES:
 
EXERCISE PRICE PER SHARE:
 
GRANT DATE:
December 7, 2012
VESTING COMMENCEMENT DATE:
December 7, 2012
EXPIRATION DATE:
Ten (10) years after Grant Date
TYPE OF OPTION:
Nonstatutory Stock Option
 
 

THIS AGREEMENT, effective as of the Grant Date above, represents the grant of Option Shares by the Company to the Participant named above, pursuant to the provisions of the Plan and this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:
1.
Grant of Option . The Company hereby grants to Optionee the right (hereinafter referred to as the "Option" or "Options") to purchase up to the total number of Option Shares set forth above at the Exercise Price per Share set forth above (the "Exercise Price"), subject to the terms and conditions set forth herein and in the Plan.
2.
Term of Option . The term of the Option shall commence on the Grant Date set forth above and shall expire ten (10) years from the Grant Date (the "Option Expiration Date"). This Option may be exercised during such term only in accordance with the Plan and the terms of this Agreement.
3.
Right to Exercise . Subject to the terms and conditions set forth in this Agreement, the Option shall become exercisable only as follows:

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a.
The Option shall become exercisable as to twenty percent (20%) of the Option Shares ( [insert equivalent # of shares] shares of Stock) on each of the first five anniversaries of the Grant Date if Optionee remains in the continuous employ of the Company or any Subsidiary as of each such date. Notwithstanding the foregoing, the Option shall become exercisable with respect to all of the Option Shares upon the occurrence of a Change of Control, if Optionee remains in the continuous employ of the Company or any Subsidiary until the date of the consummation of such Change of Control. The Board shall have full and final authority, in its discretion, to determine whether a Change in Control has occurred, the date of the occurrence of such Change in Control and any incidental matters relating thereto.
b.
For purposes of this Agreement, "Change in Control" shall mean the occurrence of any of the following events:
i.
The consummation of (1) a merger, consolidation, statutory share exchange or similar form of transactions involving the (x) Company or (y) any Subsidiary, but in the case of this clause (y) only if Company Voting Securities (as defined below) are issued or issuable or, or (2) the sale or other disposition of all or substantially all of the assets of the Company (each of the foregoing events in clauses (1) and (2) being hereinafter referred to as a "Reorganization"), in each case, unless immediately following such Reorganization:
a)
all or substantially all of the individuals and entities who were the Beneficial Owners (as defined below) of the securities eligible to vote for the election of the Board (such securities, the "Company Voting Securities") outstanding immediately prior to the consummation of such Reorganization continue to Beneficially Own more than seventy percent (70%) of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization (including a corporation or entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the "Continuing Entity") in substantially the same proportions as their ownership, immediately prior to the consummation of the Reorganization, of the outstanding Company Voting Securities (excluding, for purposes of determining such proportions, any outstanding voting securities of the Continuing Entity that such Beneficial Owners hold immediately following the consummation of the Reorganization as a result of their ownership prior to such consummation of voting securities of any corporation or entity involved in or forming part of such Reorganization other than the Company),

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b)
no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Entity or any corporation or entity controlled by the Continuing Entity) Beneficially Owns thirty-five percent (35%) or more of the combined voting power of the then outstanding voting securities of the Continuing Entity, and
c)
at least a majority of the members of the board of directors of the Continuing Entity were Incumbent Directors (as defined below) at the time of execution of the definitive agreement providing for such Reorganization or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization;
ii.
The Shareholders of the Company approve a plan of complete liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a transaction or series of transactions described in paragraph (i) above that does not otherwise constitute a Change in Control;
iii.
Any Person, corporation or other entity or group shall have become the Beneficial Owner of, or shall have obtained voting control over, thirty-five percent (35%) or more of either the outstanding Stock or the combined voting power of the then outstanding Company Voting Securities; provided, however, that for purposes of this paragraph (iii), the following acquisitions of Stock or Company Voting Securities shall not constitute a Change in Control: (1) any acquisition by the Company or any Subsidiary; (2) any acquisition by an underwriter temporarily holding such securities pursuant to an offering of such securities; (3) any acquisition by any employee benefit plan (or related trust) sponsored by or maintained by the Company or any Subsidiary; and (4) any acquisition upon consummation of a transaction described in paragraph (i) above that does not otherwise constitute a Change in Control under the terms of such paragraph (i); or
iv.
During any period of twenty-four (24) consecutive months, individuals who were members of the Board at the beginning of such period (the "Incumbent Directors") cease at any time during such period for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the beginning of such period whose appointment or election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest

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or actual or threatened solicitation of proxies or consents by or on behalf of an entity or Person other than the Board.
For purposes of this definition, the term "Person" shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, and the terms "Beneficial Owner," "Beneficially Own" and similar variations of such terms shall have the meaning given in Rule 13d-3 under the Exchange Act.).
c.
In the event of the Optionee’s death during the Option term and while employed by the Company or any of its Subsidiaries, (i) this Option shall become exercisable by the Optionee’s beneficiary (or if no beneficiary was designated or if no designated beneficiary survives the Optionee, then the Optionee’s estate) in accordance with the terms provided in Section 3.a. as if the Optionee remained in the employ of the Company and (ii) the Optionee’s beneficiary (or if no beneficiary was designated or if no designated beneficiary survives the Optionee, then the Optionee’s estate) shall have the right to exercise the exercisable portion of the Option at any time prior to the Option Expiration Date.
d.
This Option shall terminate immediately upon the Participant's termination of employment with the Company or any of its Subsidiaries for any reason other than the Optionee’s death to the extent that it is then unvested, and shall be exercisable after the Participant's termination of employment to the extent it is then exercisable only during the applicable time period determined in accordance with this Section and thereafter shall terminate:
i.
Disability. In the event the Optionee’s employment terminates on account of the Optionee becoming permanently or totally disabled (within the meaning of Code Section 22(e)(3)), the Optionee or his or her personal representative may exercise the then unexercised and exercisable portion of the Option within one year following the date on which the Optionee’s employment terminated, but in no event later than the Option Expiration Date.
ii.
Retirement. If the Optionee’s employment terminates on account of the Optionee’s retirement, the Optionee may exercise the then unexercised and exercisable portion of the Option within one year following the date on which the Optionee’s employment terminated, but in no event later than the Option Expiration Date. Notwithstanding the foregoing, if the Optionee’s employment terminates on account of the Optionee’s retirement after the Optionee has reached his or her 55 th birthday and has attained at least 10 years of service with the Company or any Subsidiary, the Optionee may exercise the then unexercised and exercisable portion of the Option at any time prior to the Option Expiration Date.

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iii.
Termination for Cause. Upon a termination of employment for “Cause” (as defined below), the Option shall terminate immediately upon such termination and no longer be exercisable.
iv.
Other Termination of Service. If the Optionee’s employment terminates for any reason, except death, disability, Cause, or retirement, the Optionee may exercise the then unexercised and exercisable portion of the Option within three (3) months following the date on which the Optionee’s employment terminated, but in no event later than the Option Expiration Date.
For purposes of this Agreement, termination for Cause shall mean termination of employment by reason of gross misconduct as determined by the Board or Committee, which will include but not be limited to the following: (i) obvious intoxication on the job or possession of any alcoholic substance on the premises of the Company or any Subsidiary, (ii) misuse of Company or Subsidiary assets (which shall include but not be limited to cash, equipment, and/or other assets), or (iii) any misconduct specified in any employment agreement to which the Optionee is a party that would justify the termination of the Optionee’s employment with the Company or any Subsidiary "for cause."
e.
An Optionee shall not be entitled to exercise an Option for a fractional number of Option Shares.
f.
To the extent that Optionee does not exercise this Option within the time specified herein, this Option shall terminate.
4.
Method of Exercise .
a.
Subject to this Section and the Plan, the Optionee may exercise any or all of the then exercisable Options by (i) giving written notice of exercise to the Human Resources Department or the Chief Financial Officer of the Company or to such transfer agent as the Corporation shall designate or such other manner and pursuant to procedures the Committee may determine and (ii) paying the Company in full the aggregate Exercise Price as to all Option Shares being acquired, together with any applicable tax withholding. Payment of the aggregate Exercise Price shall be made in accordance with the provisions of Section 5.
b.
The Option shall be deemed to be exercised upon receipt by the Company of notification of the sale of stock acquired as the result of exercise of the Option from a third-party broker or selling agent (the “Broker Notice”) accompanied by the aggregate Exercise Price, together with any applicable tax withholding. As soon as practicable upon the Company’s receipt of a Broker Notice and payment, the Company shall direct the due issuance of the Option Shares so purchased.

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c.
As a further condition precedent to the exercise of this Option in whole or in part, Optionee shall comply with all applicable laws, regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the shares of Stock ("Applicable Laws") and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.
5.
Method of Payment . The aggregate Exercise Price shall be paid at the time of exercise at the Optionee’s election: (i) in cash or by certified check; (ii) other shares of Stock, provided such shares have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Option Shares as to which said Option will be exercised; (iii) through a "cashless exercise" procedure established by the Committee; or (iv) any combination of the foregoing methods of payment, as determined by the Committee.
6.
Restrictions on Exercise . This Option may not be exercised if the issuance of Option Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Laws. The Company will be relieved of any liability with respect to any delayed issuance of Option Shares or its failure to issue Option Shares if such delay or failure is necessary to comply with Applicable Laws.
7.
Rights as Shareholder . Until the issuance of the Option Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder exists with respect to the Option Shares, notwithstanding the exercise of the Option. The Option Shares will be issued to the Optionee as soon as practicable after the Option is exercised in accordance with the Agreement. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance.
8.
Tax Withholding . The Company's obligation to deliver Option Shares under this Agreement shall be subject to the remittance to the Company by the Optionee the minimum statutory withholding for federal, state, and local taxes, domestic or foreign, including payroll taxes. The amount of any such withholding shall be determined by the Company. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Option Shares if withholding amounts are not delivered at the time of exercise. The Optionee may satisfy any such tax withholding obligation by any or a combination of the following means: (i) cash payment; (ii) authorizing the Company to withhold from the Option Shares otherwise issuable to the Optionee upon exercise of the Option the number of Option Shares having a Fair Market Value less than or equal to the amount of the withholding tax obligation; or (iii) delivering to the Company unencumbered shares of Stock owned by the Optionee having a Fair Market Value less than or equal to the amount of the withholding tax obligation; provided, however, that with respect to clauses (ii) and (iii) above, the Committee in its sole discretion may disapprove such payment and require that such taxes be paid in cash.
9.
Nontransferability . The Optionee shall not have the right to sell, transfer, pledge, assign or otherwise alienate or hypothecate this Option or any interest therein in any manner

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whatsoever, other than by will or by the laws of descent and distribution. This Option may be exercised, during the lifetime of Optionee, only by Optionee, or in the event of Optionee’s legal incapacity, by Optionee’s guardian or legal representative acting on behalf of Optionee in a fiduciary capacity under state law and court supervision. The terms of the Plan and this Agreement are binding upon the executors, administrators, heirs, successors and assigns of the Optionee.
10.
Adjustment Upon Change in Capitalization; Dissolution or Liquidation .
a.
In the event of a change in the number of shares of Stock outstanding by reason of a stock dividend, stock split, recapitalization, reorganization, merger, exchange of shares, or other similar capital adjustment, prior to the termination of the Optionee’s rights under this Agreement, the Committee shall adjust, in an equitable manner and as provided in the Plan, the number, kind, and the Exercise Price of Option Shares subject to the unexercised portion of the Option granted under this Agreement, as appropriate, to reflect the effect of such event or change in the Company's capital structure in such a way as to preserve the value of the Option. In the event of any such transaction or event or upon a Change in Control, the Board may, but shall not be obligated to, provide in substitution for this Option such alternative consideration as it may determine to be equitable in the circumstances and may require in connection therewith the surrender of this Option; provided, however, that if the Exercise Price is greater than the Fair Market Value per Share as of the date of the consummation of a Change of Control, the Option shall immediately terminate upon such Change of Control unless otherwise provided by the Board.
b.
The grant of the Option under this Agreement shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure or its business, or any merger or consolidation of the Company, or to issue bonds, debentures, preferred or other preference stock ahead of or affecting Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business.
c.
Except upon a Change in Control, upon the effective date of the dissolution or liquidation of the Company, the Option granted under this Agreement shall terminate.
11.
Employment . Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to continue in the employ of the Company or any of its Subsidiaries, or interfere in any way with the right to terminate the Optionee’s employment at any time.
12.
Company Policies . The Optionee agrees that the Option Shares will be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board or a duly authorized committee thereof, from time to time.

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13.
Notices . Any written notice required or permitted under this Agreement shall be deemed given when delivered personally, as appropriate either to the Optionee or to the Human Resources Department or Chief Financial Officer of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed as appropriate either to the Optionee at the then current address as maintained by the Company or such other address as the Optionee may advise the Company in writing, or to the Attention: Human Resources Department or Chief Financial Officer, World Acceptance Corporation, at its headquarters office or such other address as the Company may designate in writing to the Optionee.
14.
Failure to Enforce Not a Waiver . The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
15.
Plan Provisions . This Agreement and the rights of the Optionee hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. Any inconsistency between the Agreement and the Plan shall be resolved in favor of the Plan.
16.
Acknowledgment of Authority . As a condition of receiving this Option, the Optionee agrees that the Committee, and to the extent authority is afforded to the Board, the Board, shall have full and final authority to construe and interpret the Plan and this Agreement, and to make all other decisions and determinations as may be required under the terms of the Plan or this Agreement as they may deem necessary or advisable for the administration of the Plan or this Agreement, and that all such interpretations, decisions and determinations shall be final and binding on the Optionee, the Company and all other interested persons.
17.
Optionee Undertaking . The Optionee agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Optionee pursuant to the express provisions of this Agreement.
18.
Code Section 162(m) . It is intended that payments pursuant to this Agreement to an Optionee who is a "covered employee" within the meaning of Code Section 162(m) shall constitute "qualified performance-based compensation" within the meaning of Code Section 162(m). To the maximum extent possible, this Agreement and the Plan shall be so interpreted and construed.
19.
Code Section 409A . The Plan and this award are intended to comply with the requirements of Code Section 409A, to the extent applicable. This award shall be construed and administered such that the award either (i) qualifies for an exemption from the requirements of Code Section 409A or (ii) satisfies the requirements of Code Section 409A. Notwithstanding anything in the Plan or the Agreement to the contrary, the

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Optionee shall be solely responsible for the tax consequences of this award, and in no event shall the Company have any responsibility or liability if this award does not meet any applicable requirements of Code Section 409A. Although the Company intends to administer the Plan to prevent taxation under Code Section 409A, the Company does not represent or warrant that the Plan or any award granted thereunder complies with any provision of federal, state, local or other tax law.
20.
Governing Law . All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed according to the laws of the State of South Carolina without regard to conflict of law principles.
21.
Entire Agreement . The Plan and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof.
22.
Counterparts . This Option Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together constitute one and the same instrument.
23.
Severability . In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
IN WITNESS WHEREOF, the World Acceptance Corporation has executed this Agreement in duplicate on the __ day of ________, 2012.

WORLD ACCEPTANCE CORPORATION
BY:
_____________________________________________
PRINT NAME:
_____________________________________________
Its:
_____________________________________________
  

I, acknowledge receipt of a copy of the Plan (either as an attachment hereto or that has been previously received by me) and that I have carefully read this Agreement and the Plan. I agree to be bound by all of the provisions set forth in this Agreement and the Plan.
          

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BY:
_____________________________________________
NAME:
_____________________________________________
     






13082319.8

10
    


GROUP A FORM OF AWARD

WORLD ACCEPTANCE CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
World Acceptance Corporation, a South Carolina corporation (the "Company"), pursuant to its [ 2008] [2011] Stock Option Plan, as amended from time to time (the "Plan"), hereby grants to the holder listed below ("Participant"), the number of shares of Restricted Stock (the "Award" or "Target Award") set forth below. The terms and conditions of the Award are set forth below.
PARTICIPANT:
_____________________
GRANT DATE:
December 7, 2012
TOTAL NUMBER OF SHARES OF RESTRICTED STOCK:
_____________________
VESTING SCHEDULE:
None of the Restricted Shares subject to this Award shall vest, and this Award shall terminate in its entirety, should the Company fail to attain the Performance Goal specified in attached Schedule A for the Performance Period.

THIS AGREEMENT, effective as of the Grant Date above, represents the grant of Restricted Stock by the Company to the Participant named above, pursuant to the provisions of the Plan and this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:
1.
Grant of Award . The Company hereby grants to the Participant an award of [insert total number of shares] shares of the Company’s Stock subject to the restrictions placed thereon pursuant to the terms of this Agreement ("Restricted Shares"), on the terms and conditions set forth herein and in the Plan.
2.
Terms of Award .
a.
Escrow of Shares . A certificate representing the Restricted Shares shall be issued in the name of the Participant and shall be escrowed with the Human Resources Department or Chief Financial Officer of the Company (the "Escrow Agent") subject to removal of the restrictions placed thereon or forfeiture pursuant to the terms of this Agreement.
b.
Vesting . Except as provided in Section 2(c) below, the Participant shall vest on April 30, 2015 in a number of Restricted Shares based on the attainment and certification of the Performance Goal described on Schedule A for the Performance Period provided that the Participant is employed by the Company

1
    

through April 30, 2015 (the "Vesting Date"). Notwithstanding the foregoing, if the Participant’s employment is terminated by reason of the Participant’s death, then the Participant’s beneficiary (or if no beneficiary was designated or if no designated beneficiary survives the Participant, then the Participant's estate) shall vest in the maximum number of Restricted Shares in which the Participant could vest, based on the actual level at which the Performance Goals are attained and certified during the Performance Period, as if the Participant remained in the employ of the Company through the end of the Performance Period. Once vested pursuant to the terms of this Agreement, the Restricted Shares shall be deemed "Vested Shares." Any Restricted Shares that do not vest on the Vesting Date shall be immediately forfeited.
c.
Change in Control . Notwithstanding any provision to the contrary in this Agreement, a Participant shall become fully and immediately vested in the Award in the event of the occurrence of a Change in Control, without regard to attainment or certification of the Performance Goal. In the event of the occurrence of a Change in Control, the Vested Shares will be released within a reasonable time thereafter. For purposes of this Agreement "Change in Control" shall mean the occurrence of any of the following events:
i.
The consummation of (1) a merger, consolidation, statutory share exchange or similar form of transactions involving the (x) Company or (y) any Subsidiary, but in the case of this clause (y) only if Company Voting Securities (as defined below) are issued or issuable or, or (2) the sale or other disposition of all or substantially all of the assets of the Company (each of the foregoing events in clauses (1) and (2) being hereinafter referred to as a "Reorganization"), in each case, unless immediately following such Reorganization:
a)
all or substantially all of the individuals and entities who were the Beneficial Owners (as defined below) of the securities eligible to vote for the election of the Board (such securities, the "Company Voting Securities") outstanding immediately prior to the consummation of such Reorganization continue to Beneficially Own more than seventy percent (70%) of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization (including a corporation or entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the "Continuing Entity") in substantially the same proportions as their ownership, immediately prior to the consummation of the Reorganization, of the outstanding Company Voting Securities (excluding, for purposes of determining such proportions, any outstanding voting securities of the Continuing Entity that such Beneficial Owners

2
    

hold immediately following the consummation of the Reorganization as a result of their ownership prior to such consummation of voting securities of any corporation or entity involved in or forming part of such Reorganization other than the Company),
b)
no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Entity or any corporation or entity controlled by the Continuing Entity) Beneficially Owns thirty-five percent (35%) or more of the combined voting power of the then outstanding voting securities of the Continuing Entity, and
c)
at least a majority of the members of the board of directors of the Continuing Entity were Incumbent Directors (as defined below) at the time of execution of the definitive agreement providing for such Reorganization or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization;
ii.
The Shareholders of the Company approve a plan of complete liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a transaction or series of transactions described in paragraph (i) above that does not otherwise constitute a Change in Control;
iii.
Any Person, corporation or other entity or group shall have become the Beneficial Owner of, or shall have obtained voting control over, thirty-five percent (35%) or more of either the outstanding Stock or the combined voting power of the then outstanding Company Voting Securities; provided, however, that for purposes of this paragraph (iii), the following acquisitions of Stock or Company Voting Securities shall not constitute a Change in Control: (1) any acquisition by the Company or any Subsidiary; (2) any acquisition by an underwriter temporarily holding such securities pursuant to an offering of such securities; (3) any acquisition by any employee benefit plan (or related trust) sponsored by or maintained by the Company or any Subsidiary; and (4) any acquisition upon consummation of a transaction described in paragraph (i) above that does not otherwise constitute a Change in Control under the terms of such paragraph (i); or
iv.
During any period of twenty-four (24) consecutive months, individuals who were members of the Board at the beginning of such period (the "Incumbent Directors") cease at any time during such period for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the beginning of such period whose appointment or election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority

3
    

of the directors then comprising the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or actual or threatened solicitation of proxies or consents by or on behalf of an entity or Person other than the Board.
For purposes of this definition, the term "Person" shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, and the terms "Beneficial Owner," "Beneficially Own" and similar variations of such terms shall have the meaning given in Rule 13d-3 under the Exchange Act.).
The Board shall have full and final authority, in its discretion, to determine whether a Change in Control has occurred, the date of the occurrence of such Change in Control and any incidental matters relating thereto.
d.
Termination of Employment . Notwithstanding the terms of any other written agreement between the Company or any of its Subsidiaries and the Participant, in the event of a termination of the Participant’s employment with the Company or any of its Subsidiaries for any reason other than the Participant’s death prior to the Vesting Date, all unvested Restricted Shares will be immediately forfeited.
e.
Rights as Shareholder . The Participant shall have all the rights of a shareholder with respect to the Restricted Shares, subject to the restrictions herein, including the right to vote the Restricted Shares and to receive all dividends or other distributions paid or made with respect to the Restricted Shares. Any dividends declared and paid by the Company with respect to the Restricted Shares prior to the Vesting Date (the "Accrued Dividends") shall be paid to the Participant only to the extent that the Restricted Shares become Vested Shares. Any Accrued Dividends with respect to the Restricted Shares shall be forfeited to the extent that the Restricted Shares are forfeited. Accrued Dividends with respect to the Vested Shares shall be paid to the Participant within a reasonable time after the Vesting Date, without interest thereon, and any subsequent dividends or other distributions (in cash or other property, but excluding extraordinary dividends) that are declared and/or paid with respect to the Vested Shares shall be paid to the Participant on a current basis.
f.
Certification of Performance Goal . Except in the event of the occurrence of a Change in Control, the Committee shall, as soon as practicable following the end of the Performance Period but in no event later than the Vesting Date, determine and certify, based on the Company’s financial statements, whether and to what level the Performance Goal has been attained during the Performance Period. Such certification shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law.

4
    

g.
Transferability .
i.
None of the Restricted Shares and, upon vesting, the Vested Shares, or any rights or interests therein, may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated in any manner whatsoever, other than by will or by the laws of descent and distribution, until after the second anniversary of the Vesting Date. The terms of the Plan and this Agreement are binding upon the executors, administrators, heirs, successors and assigns of the Participant.
ii.
Participant hereby acknowledges and agrees that Participant shall not offer, pledge, sell, contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, the Vested Shares or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Vested Shares held by the Participant until after the second anniversary of the Vesting Date.
h.
Legends . The Restricted Shares, and upon becoming vested, the Vested Shares, shall be subject to the following legend:
"THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN AWARD AGREEMENT DATED ________ FOR THE WORLD ACCEPTANCE CORPORATION [2008] [2011] STOCK OPTION PLAN. ANY ATTEMPTED TRANSFER OF THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AWARD AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECT. A COPY OF THE AWARD AGREEMENT MAY BE OBTAINED FROM THE HUMAN RESOURCES DEPARTMENT OR CHIEF FINANCIAL OFFICER OF WORLD ACCEPTANCE CORPORATION."
i.
Removal of Legend . After the second anniversary of the Vesting Date, and upon Participant’s request, the legend referred to in Section 2(h) shall be removed from the certificates and the Human Resources Department or Chief Financial Officer of the Company shall deliver to the Participant certificates representing such Vested Shares, free and clear of all restrictions, except for any applicable securities laws restrictions.
j.
Delivery of Forfeited Shares . The Participant authorizes the Human Resources Department or Chief Financial Officer to deliver to the Company any and all Restricted Shares that are forfeited under the provisions of this Agreement. The Participant further authorizes the Company to hold as a general obligation of the Company any Accrued Dividends and to pay the Accrued Dividends to the Participant within a reasonable time after the underlying Restricted Shares become Vested Shares.

5
    

3.
Tax Withholding . The Company shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the Company, the employer’s minimum statutory withholding based upon applicable statutory withholding rates for federal, state, and local taxes, domestic or foreign, including payroll taxes, that are applicable with respect to any taxable event arising as a result of this Agreement. The amount of any such withholding shall be determined by the Company. The Participant may satisfy any such tax withholding obligation by any or a combination of the following means: (i) cash payment; (ii) authorizing the Company to withhold from the Vested Shares otherwise issuable to the Participant the number of Shares having a Fair Market Value less than or equal to the amount of the withholding tax obligation; or (iii) delivering to the Company unencumbered shares of Stock owned by the Participant having a Fair Market Value less than or equal to the amount of the withholding tax obligation; provided, however, that with respect to clauses (ii) and (iii) above, the Committee in its sole discretion may disapprove such payment and require that such taxes be paid in cash.
4.
Adjustments . In the event of a change in capitalization described in Section 5.2(e) of the Plan, other than a dividend or other distribution described in Section 2(e) above, then unless such event or change results in the termination of all the Restricted Shares granted under this Agreement, the Committee shall adjust, in an equitable manner and as provided in the Plan, the number and class of shares underlying the Restricted Shares, the maximum number of shares for which the Award may vest, and the share price or class of Stock as appropriate, to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Award.
5.
Employment . Nothing in the Plan or in this Agreement shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or affiliated entities, or interfere in any way with the right to terminate the Participant’s employment at any time.
6.
Company Policies . The Participant agrees that the Award will be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board or a duly authorized committee thereof, from time to time.
7.
Notices . Any written notice required or permitted under this Agreement shall be deemed given when delivered personally or electronically, as appropriate either to the Participant or to the Human Resources Department or Chief Financial Officer of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed as appropriate either to the Participant at the then current address as maintained by the Company or such other address as the Participant may advise the Company in writing, or to the Attention: Human Resources Department or Chief Financial Officer, World Acceptance Corporation, at its headquarters office or such other address as the Company may designate in writing to the Participant.
8.
Failure to Enforce Not a Waiver . The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or

6
    

of any other provision hereof. Notwithstanding the foregoing, the Committee shall not waive any conditions, goals and restrictions on Restricted Shares intended to qualify as performance-based compensation within the meaning of Code Section 162(m) unless doing so would not cause such award to fail to qualify as performance-based compensation under Code Section 162(m).
9.
Plan Provisions . This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. Any inconsistency between the Agreement and the Plan shall be resolved in favor of the Plan.
10.
Acknowledgment of Authority . As a condition of receiving this Award, the Participant agrees that the Committee, and to the extent authority is afforded to the Board, the Board, shall have full and final authority to construe and interpret the Plan and this Agreement, and to make all other decisions and determinations as may be required under the terms of the Plan or this Agreement as they may deem necessary or advisable for the administration of the Plan or this Agreement, and that all such interpretations, decisions and determinations shall be final and binding on the Participant, the Company and all other interested persons.
11.
Code Section 162(m) . It is intended that payments pursuant to this Agreement to a Participant who is a "covered employee" within the meaning of Code Section 162(m) shall constitute "qualified performance-based compensation" within the meaning of Code Section 162(m). To the maximum extent possible, this Agreement and the Plan shall be so interpreted and construed.
12.
Section 16 Compliance . Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), the Plan, the Restricted Shares, and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
13.
Governing Law . All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed according to the laws of the State of South Carolina without regard to conflict of law principles.
14.
Entire Agreement . The Plan and this Agreement (including any exhibit or schedule hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
15.
Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together constitute one and the same instrument.

7
    

16.
Severability . In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
IN WITNESS WHEREOF, the World Acceptance Corporation has executed this Agreement in duplicate on the ___ day of November, 2012.


WORLD ACCEPTANCE CORPORATION
BY:
_____________________________________________
PRINT NAME:
_____________________________________________
Its:
_____________________________________________
  

I, acknowledge receipt of a copy of the Plan (either as an attachment hereto or that has been previously received by me) and that I have carefully read this Award Agreement and the Plan. I agree to be bound by all of the provisions set forth in this Award Agreement and the Plan.
          
BY:
_____________________________________________
NAME:
_____________________________________________
      
        


8
    

SCHEDULE A
PERFORMANCE PERIOD AND PERFORMANCE GOAL

1.
Performance Period . The measurement period for the Performance Goal shall be the period beginning April 1, 2012 and ending March 31, 2015 (the "Performance Period").
2.
Performance Goal . The Performance Goal is based on the Company’s reported earnings per share (“EPS”) as of the end of the Performance Period. EPS shall mean the Company’s publicly reported EPS, adjusted for any change in the accounting literature, which would change the accounting for operating leases to capital leases. The EPS targets are set forth in 3 below.
3.
Vesting . The Restricted Shares will vest on the Vesting Date based on (1) the level of attainment of the Performance Goal over the Performance Period and (2) the Committee's certification of the attainment of the Performance Goal before the Vesting Date, in accordance with the following schedule:
EPS Target
Restricted Shares Eligible for Vesting
(Percentage of Target Award)

$10.29

100
%

$9.76

67
%

$9.26

33
%
Below $9.26

0
%

a.
The Vesting Date shall be April 30, 2015 (as defined in the Agreement).
b.
The actual number of Restricted Shares that vest for the Performance Period may range from 33% to 100% of the Target Award, with the actual percentage to be determined based on the level which the Committee certifies that the Performance Goal has been attained.
4.
Certification of Performance Goal . Except in the event of the occurrence of a Change in Control, the Committee shall, as soon as practicable following the end of the Performance Period but in no event later than the Vesting Date, determine and certify, based on the Company’s financial statements, whether and to what level the Performance Goal has been attained. Such certification shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law.

1
    

5.
Maximum Award . The maximum number of Restricted Shares that may become earned and vested pursuant to this Award is [insert total number of Restricted Shares that is on page 1 of the Agreement].
6.
General Vesting Terms . Any fractional Vested Share resulting from the vesting of the Restricted Shares in accordance with the Agreement shall be rounded to the nearest whole number. Any of the Restricted Shares that do not vest as of the Vesting Date shall be forfeited as of the end of the Performance Period. In the event of a termination of the Participant’s employment with the Company or any of its Subsidiaries for any reason other than the Participant’s death prior to the Vesting Date, all unvested Restricted Shares will be immediately forfeited.




13088489.7

2
    



GROUP B FORM OF AWARD

WORLD ACCEPTANCE CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
World Acceptance Corporation, a South Carolina corporation (the "Company"), pursuant to its [2008] [2011] Stock Option Plan, as amended from time to time (the "Plan"), hereby grants to the holder listed below ("Participant"), the number of shares of Restricted Stock (the "Award" or "Target Award") set forth below. The terms and conditions of the Award are set forth below.
PARTICIPANT:
_______________________
GRANT DATE:
December 7, 2012
TOTAL NUMBER OF SHARES OF RESTRICTED STOCK:
_______________________
VESTING SCHEDULE:
None of the Restricted Shares subject to this Award shall vest, and this Award shall terminate in its entirety, should the Company fail to attain the Performance Goals specified in attached Schedule A during the Performance Period.

THIS AGREEMENT, effective as of the Grant Date above, represents the grant of Restricted Stock by the Company to the Participant named above, pursuant to the provisions of the Plan and this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:
1.
Grant of Award . The Company hereby grants to the Participant an award of [insert total number of shares] shares of the Company’s Stock subject to the restrictions placed thereon pursuant to the terms of this Agreement ("Restricted Shares"), on the terms and conditions set forth herein and in the Plan.
2.
Terms of Award .
a.
Escrow of Shares . A certificate representing the Restricted Shares shall be issued in the name of the Participant and shall be escrowed with the Human Resources Department or Chief Financial Officer of the Company (the "Escrow Agent") subject to removal of the restrictions placed thereon or forfeiture pursuant to the terms of this Agreement.
b.
Vesting . Except as provided in Section 2(c) below, the Participant shall vest in a number of Restricted Shares based on the attainment and certification of the Performance Goals described on Schedule A during the Performance Period provided that the Participant is employed by the Company through the date on

1
    


which the Committee certifies achievement of such goals (the "Vesting Date"). Notwithstanding the foregoing, if the Participant’s employment is terminated by reason of the Participant’s death, then the Participant’s beneficiary (or if no beneficiary was designated or if no designated beneficiary survives the Participant, then the Participant's estate) shall vest in the maximum number of Restricted Shares in which the Participant could vest, based on the actual level at which the Performance Goals are attained and certified during the Performance Period, as if the Participant remained in the employ of the Company through the end of the Performance Period. Once vested pursuant to the terms of this Agreement, the Restricted Shares shall be deemed "Vested Shares." Any Restricted Shares that do not vest during the Performance Period shall be forfeited as of the end of the Performance Period.
c.
Change in Control . Notwithstanding any provision to the contrary in this Agreement, a Participant shall become fully and immediately vested in the Award in the event of the occurrence of a Change in Control, without regard to attainment or certification of the Performance Goals. In the event of the occurrence of a Change in Control, the Vested Shares will be released within a reasonable time thereafter. For purposes of this Agreement, "Change in Control" shall mean the occurrence of any of the following events:
i.
The consummation of (1) a merger, consolidation, statutory share exchange or similar form of transactions involving the (x) Company or (y) any Subsidiary, but in the case of this clause (y) only if Company Voting Securities (as defined below) are issued or issuable or, or (2) the sale or other disposition of all or substantially all of the assets of the Company (each of the foregoing events in clauses (1) and (2) being hereinafter referred to as a "Reorganization"), in each case, unless immediately following such Reorganization:
a)
all or substantially all of the individuals and entities who were the Beneficial Owners (as defined below) of the securities eligible to vote for the election of the Board (such securities, the "Company Voting Securities") outstanding immediately prior to the consummation of such Reorganization continue to Beneficially Own more than seventy percent (70%) of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization (including a corporation or entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the "Continuing Entity") in substantially the same proportions as their ownership, immediately prior to the consummation of the Reorganization, of the outstanding Company Voting Securities (excluding, for purposes of determining such proportions, any outstanding voting

2
    


securities of the Continuing Entity that such Beneficial Owners hold immediately following the consummation of the Reorganization as a result of their ownership prior to such consummation of voting securities of any corporation or entity involved in or forming part of such Reorganization other than the Company),
b)
no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Entity or any corporation or entity controlled by the Continuing Entity) Beneficially Owns thirty-five percent (35%) or more of the combined voting power of the then outstanding voting securities of the Continuing Entity, and
c)
at least a majority of the members of the board of directors of the Continuing Entity were Incumbent Directors (as defined below) at the time of execution of the definitive agreement providing for such Reorganization or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization;
ii.
The Shareholders of the Company approve a plan of complete liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a transaction or series of transactions described in paragraph (i) above that does not otherwise constitute a Change in Control;
iii.
Any Person, corporation or other entity or group shall have become the Beneficial Owner of, or shall have obtained voting control over, thirty-five percent (35%) or more of either the outstanding Stock or the combined voting power of the then outstanding Company Voting Securities; provided, however, that for purposes of this paragraph (iii), the following acquisitions of Stock or Company Voting Securities shall not constitute a Change in Control: (1) any acquisition by the Company or any Subsidiary; (2) any acquisition by an underwriter temporarily holding such securities pursuant to an offering of such securities; (3) any acquisition by any employee benefit plan (or related trust) sponsored by or maintained by the Company or any Subsidiary; and (4) any acquisition upon consummation of a transaction described in paragraph (i) above that does not otherwise constitute a Change in Control under the terms of such paragraph (i); or
iv.
During any period of twenty-four (24) consecutive months, individuals who were members of the Board at the beginning of such period (the "Incumbent Directors") cease at any time during such period for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the beginning of such period whose appointment or election, or nomination for election by

3
    


the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or actual or threatened solicitation of proxies or consents by or on behalf of an entity or Person other than the Board.
For purposes of this definition, the term "Person" shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, and the terms "Beneficial Owner, " "Beneficially Own" and similar variations of such terms shall have the meaning given in Rule 13d-3 under the Exchange Act.).
The Board shall have full and final authority, in its discretion, to determine whether a Change in Control has occurred, the date of the occurrence of such Change in Control and any incidental matters relating thereto.
d.
Termination of Employment . Notwithstanding the terms of any other written agreement between the Company or any of its Subsidiaries and the Participant, in the event of a termination of the Participant’s employment with the Company or any of its Subsidiaries for any reason other than the Participant’s death prior to the Vesting Date, all unvested Restricted Shares will be immediately forfeited.
e.
Rights as Shareholder . The Participant shall have all the rights of a shareholder with respect to the Restricted Shares, subject to the restrictions herein, including the right to vote the Restricted Shares and to receive all dividends or other distributions paid or made with respect to the Restricted Shares. Any dividends declared and paid by the Company with respect to the Restricted Shares prior to the Committee’s certification of the attainment of a Performance Goal (the "Accrued Dividends") shall not be paid to the Participant until and unless the Committee certifies the attainment of the Performance Goal. Any Accrued Dividends with respect to the Restricted Shares shall be forfeited to the extent that the Restricted Shares are forfeited. If a Performance Goal is attained and certified, the Accrued Dividends with respect to the Vested Shares shall be paid to the Participant, without interest thereon, within a reasonable time thereafter and any subsequent dividends or other distributions (in cash or other property, but excluding extraordinary dividends) that are declared and/or paid with respect to the Vested Shares shall be paid to the Participant on a current basis.
f.
Certification of Performance Goals . Except in the event of the occurrence of a Change in Control, the Committee shall, as soon as practicable following the last business day of each calendar quarter during the Performance Period, determine and certify, based on the Company’s financial statements for the twelve-month period ending on the last business day of such calendar quarter, whether a Performance Goal has been attained during the Performance Period. Such

4
    


certification shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law.
g.
Legends . The Restricted Shares which are the subject of this Agreement shall be subject to the following legend:
"THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN AWARD AGREEMENT DATED ________ FOR THE WORLD ACCEPTANCE CORPORATION [2008] [2011] STOCK OPTION PLAN. ANY ATTEMPTED TRANSFER OF THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AWARD AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECT. A COPY OF THE AWARD AGREEMENT MAY BE OBTAINED FROM THE HUMAN RESOURCES DEPARTMENT OR CHIEF FINANCIAL OFFICER OF WORLD ACCEPTANCE CORPORATION."
h.
Removal of Restrictions . Upon Restricted Shares becoming Vested Shares, all restrictions shall be removed from the certificates and the Human Resources Department or Chief Financial Officer of the Company shall deliver to the Participant certificates representing such Vested Shares free and clear of all restrictions, except for any applicable securities laws restrictions.
i.
Delivery of Forfeited Shares . The Participant authorizes the Human Resources Department or Chief Financial Officer to deliver to the Company any and all Restricted Shares that are forfeited under the provisions of this Agreement. The Participant further authorizes the Company to hold as a general obligation of the Company any Accrued Dividends and to pay the Accrued Dividends to the Participant within a reasonable time after the underlying Restricted Shares become Vested Shares.
j.
Tax Withholding . The Company shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the Company, the employer’s minimum statutory withholding based upon applicable statutory withholding rates for federal, state, and local taxes, domestic or foreign, including payroll taxes, that are applicable with respect to any taxable event arising as a result of this Agreement. The amount of any such withholding shall be determined by the Company. The Participant may satisfy any such tax withholding obligation by any or a combination of the following means: (i) cash payment; (ii) authorizing the Company to withhold from the Vested Shares otherwise issuable to the Participant the number of Shares having a Fair Market Value less than or equal to the amount of the withholding tax obligation; or (iii) delivering to the Company unencumbered shares of Stock owned by the Participant having a Fair Market Value less than or equal to the amount of the withholding tax obligation; provided, however, that with respect to clauses (ii) and (iii) above, the Committee

5
    


in its sole discretion may disapprove such payment and require that such taxes be paid in cash.
3.
Nontransferability . The Participant shall not have the right to sell, transfer, pledge, assign or otherwise alienate or hypothecate any Restricted Shares or any interest therein in any manner whatsoever, other than by will or by the laws of descent and distribution. The terms of the Plan and this Agreement are binding upon the executors, administrators, heirs, successors and assigns of the Participant.
4.
Adjustments . In the event of a change in capitalization described in Section 5.2(e) of the Plan, other than a dividend or other distribution described in Section 2(e) above, then unless such event or change results in the termination of all the Restricted Shares granted under this Agreement, the Committee shall adjust, in an equitable manner and as provided in the Plan, the number and class of shares underlying the Restricted Shares, the maximum number of shares for which the Award may vest, and the share price or class of Stock as appropriate, to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Award.
5.
Employment . Nothing in the Plan or in this Agreement shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or affiliated entities, or interfere in any way with the right to terminate the Participant’s employment at any time.
6.
Company Policies . The Participant agrees that the Award will be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board or a duly authorized committee thereof, from time to time.
7.
Notices . Any written notice required or permitted under this Agreement shall be deemed given when delivered personally or electronically, as appropriate either to the Participant or to the Human Resources Department or Chief Financial Officer of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed as appropriate either to the Participant at the then current address as maintained by the Company or such other address as the Participant may advise the Company in writing, or to the Attention: Human Resources Department or Chief Financial Officer, World Acceptance Corporation, at its headquarters office or such other address as the Company may designate in writing to the Participant.
8.
Failure to Enforce Not a Waiver . The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. Notwithstanding the foregoing, the Committee shall not waive any conditions, goals and restrictions on Restricted Shares intended to qualify as performance-based compensation within the meaning of Code Section 162(m) unless doing so would not cause such award to fail to qualify as performance-based compensation under Code Section 162(m).

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9.
Plan Provisions . This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. Any inconsistency between the Agreement and the Plan shall be resolved in favor of the Plan.
10.
Acknowledgment of Authority . As a condition of receiving this Award, the Participant agrees that the Committee, and to the extent authority is afforded to the Board, the Board, shall have full and final authority to construe and interpret the Plan and this Agreement, and to make all other decisions and determinations as may be required under the terms of the Plan or this Agreement as they may deem necessary or advisable for the administration of the Plan or this Agreement, and that all such interpretations, decisions and determinations shall be final and binding on the Participant, the Company and all other interested persons.
11.
Code Section 162(m) . It is intended that payments pursuant to this Agreement to a Participant who is a "covered employee" within the meaning of Code Section 162(m) shall constitute "qualified performance-based compensation" within the meaning of Code Section 162(m). To the maximum extent possible, this Agreement and the Plan shall be so interpreted and construed.
12.
Section 16 Compliance . Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), the Plan, the Restricted Shares, and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
13.
Governing Law . All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed according to the laws of the State of South Carolina without regard to conflict of law principles.
14.
Entire Agreement . The Plan and this Agreement (including any exhibit or schedule hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
15.
Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together constitute one and the same instrument.
16.
Severability . In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

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IN WITNESS WHEREOF, the World Acceptance Corporation has executed this Agreement in duplicate on the ___ day of November, 2012.


WORLD ACCEPTANCE CORPORATION
BY:
_____________________________________________
PRINT NAME:
_____________________________________________
Its:
_____________________________________________
  

I, acknowledge receipt of a copy of the Plan (either as an attachment hereto or that has been previously received by me) and that I have carefully read this Award Agreement and the Plan. I agree to be bound by all of the provisions set forth in this Award Agreement and the Plan.
          
BY:
_____________________________________________
NAME:
_____________________________________________
      
        

SCHEDULE A
PERFORMANCE PERIOD AND PERFORMANCE GOALS
1.
Performance Period . The measurement period for the Performance Goals shall be the period beginning October 1, 2012 and ending March 31, 2017 (the "Performance Period").
2.
Performance Goals . The Performance Goals are based on the Company’s trailing earnings per share ("Trailing EPS"). Trailing EPS is the sum of the Company's earnings per share (“EPS”) for the previous four calendar quarters on or after September 30, 2013. EPS shall mean the Company’s publicly reported EPS, adjusted for any change in the accounting literature, which would change the accounting for operating leases to capital leases. Trailing EPS shall be determined on a quarterly basis during the Performance Period, commencing with the calendar quarter ending September 30, 2013. The Trailing EPS targets are set forth in Section 3 below.
3.
Vesting . Vesting will be based on the Company’s achievement of the Trailing EPS targets specified in the following Vesting Schedule and the Committee’s certification of the attainment of the Performance Goal:


Trailing EPS Target
Restricted Shares Eligible for Vesting
(Percentage of Target Award)

$13.00

25
%

$14.50

25
%

$16.00

25
%

$18.00

25
%


A Trailing EPS Target will be considered achieved if, as of the last business day of the applicable calendar quarter, the sum of the Company's EPS for the previous four calendar quarters equals or exceeds the specified Trailing EPS Target. The number of Restricted Shares that vest is cumulative.

4.
Certification of Performance Goals . Except in the event of the occurrence of a Change in Control, the Committee shall, as soon as practicable following the last business day of each calendar quarter during the Performance Period commencing on or after September 30, 2013, determine and certify, based on the Company’s financial statements for the twelve-month period ending on the last business day of such calendar quarter, whether a Performance Goal has been attained. Such certification shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law.
5.
Maximum Award . The maximum number of Restricted Shares that may become earned and vested pursuant to this Award is [insert total number of Restricted Shares that is on page 1 of the Agreement].
6.
General Vesting Terms . Any fractional Vested Share resulting from the vesting of the Restricted Shares in accordance with the Agreement shall be rounded to the nearest whole number. Any of the Restricted Shares that do not vest as of the end of the Performance Period shall be forfeited as of the end of the Performance Period. In the event of a termination of the Participant’s employment with the Company or any of its Subsidiaries for any reason other than the Participant’s death prior to the Vesting Date, all unvested Restricted Shares will be immediately forfeited.


 




13073723.9

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