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): May 12, 2016
Atlanticus Holdings Corporation

(Exact name of registrant as specified in its charter)
Georgia
 
000-53717
 
58-2336689
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
    

Five Concourse Parkway, Suite 300, Atlanta, Georgia 30328
(Address of principal executive offices)

Registrant’s telephone number, including area code: 770-828-2000

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:

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

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

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

¨
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.

At the Annual Meeting of Shareholders of Atlanticus Holdings Corporation (the “Company”) held on May 12, 2016, the Company’s shareholders approved the amendment and restatement of the Atlanticus Holdings Corporation 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan authorized the Compensation Committee of the Board of Directors of the Company to grant equity awards to directors, employees (including executive officers), consultants and other service providers, as more fully described and summarized in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 15, 2016 (the “Proxy Statement”). The 2014 Plan, which was included as Appendix A to the Proxy Statement, is incorporated herein by reference. Copies of the Form of Restricted Stock Agreement for Directors, the Form of Restricted Stock Agreement for Employees, the Form of Nonqualified Stock Option Agreement for Directors, the Form of Nonqualified Stock Option Agreement for Employees, the Form of Restricted Stock Unit Agreement for Directors and the Form of Restricted Stock Unit Agreement for Employees are attached hereto as Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5, Exhibit 10.6 and Exhibit 10.7, respectively, and are incorporated herein by reference.

Item 5.07.
Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on May 12, 2016. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitation. At the Annual Meeting, the Company’s shareholders voted upon three proposals. The proposals are described in detail in the Company’s Proxy Statement. A brief description and the final vote results for each proposal follow.

1. Election of five directors for terms expiring at the 2017 Annual Meeting of Shareholders:

Nominee
For
Withheld
Broker Non-Votes
David G. Hanna
11,284,382
77,519
--
Jeffrey A. Howard
11,278,478
83,423
--
Deal W. Hudson
10,446,014
915,887
--
Mack F. Mattingly
10,445,354
916,547
--
Thomas G. Rosencrants
10,439,248
922,653
--

As a result, each nominee was elected to serve as a director for a term expiring at the 2017 Annual Meeting of Shareholders.

2. Approval of the amendment and restatement of the Atlanticus Holdings Corporation 2014 Equity Incentive Plan:

For
Against
Abstain
Broker Non-Votes
10,123,227
1,238,264
410
--

1



As a result, the proposal was approved.

3. Advisory vote on the compensation of the named executive officers listed in the Proxy Statement (the “say-on-pay vote”):

For
Against
Abstain
Broker Non-Votes
11,287,525
73,171
1,205
--

As a result, the resolution was approved.

Item 9.01.      Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit Number
 
Description
10.1

 
Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A filed on April 15, 2016).
10.2

 
Form of Restricted Stock Agreement for Directors.
10.3

 
Form of Restricted Stock Agreement for Employees.
10.4

 
Form of Nonqualified Stock Option Agreement for Directors.
10.5

 
Form of Nonqualified Stock Option Agreement for Employees.
10.6

 
Form of Restricted Stock Unit Agreement for Directors.
10.7

 
Form of Restricted Stock Unit Agreement for Employees.



2


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.
                        

 
 
ATLANTICUS HOLDINGS CORPORATION
 
 
 
 
 
Date: May 18, 2016
 
By:
/s/ William R. McCamey
 
 
 
Name:
William R. McCamey
 
 
 
Title:
Chief Financial Officer




        






3


EXHIBIT INDEX
Form 8-K
May 18, 2016


 
 
Filed
Exhibit No.
Description
Herewith
By Reference
10.1
Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A filed on April 15, 2016).
 
X
10.2
Form of Restricted Stock Agreement for Directors.
X
 
10.3
Form of Restricted Stock Agreement for Employees.
X
 
10.4
Form of Nonqualified Stock Option Agreement for Directors.
X
 
10.5
Form of Nonqualified Stock Option Agreement for Employees.
X
 
10.6
Form of Restricted Stock Unit Agreement for Directors.
X
 
10.7
Form of Restricted Stock Unit Agreement for Employees.
X
 




Exhibit 10.2
[Form for Directors]
ATLANTICUS HOLDINGS CORPORATION
RESTRICTED STOCK AGREEMENT
PLAN: Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan
SHARES OF RESTRICTED STOCK:                      Shares
DATE OF GRANT:                     
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), made and entered into this          day of                  , 20      , by and between ATLANTICUS HOLDINGS CORPORATION, a Georgia corporation (“Atlanticus”), and                      (the “Grantee”);
W I T N E S S E T H:
WHEREAS, the Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan (the “Plan”) has been adopted by Atlanticus; and
WHEREAS, the Plan authorizes the Compensation Committee (“Committee”) to cause Atlanticus to enter into a written agreement with the Grantee setting forth the form and the amount of any award and any conditions and restrictions of the award imposed by the Plan and this Agreement; and
WHEREAS, the Committee desires to make an award to the Grantee consisting of shares of Restricted Stock.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, Atlanticus and the Grantee hereby agree as follows:
1. General Definitions . Any capitalized terms herein shall have the meaning set forth in the Plan, and, in addition, for purposes of this Agreement, each of the following terms, when used herein, shall have the meaning set forth below:
(a) “Atlanticus” shall mean Atlanticus Holdings Corporation.
(b) “Common Stock” shall mean the common stock of Atlanticus, no par value per share.
(c) “Disability” shall have the meaning set forth in Section 22(e)(3) of the Code.
(d) “Restricted Shares” shall mean the number of shares of Common Stock set forth on page 1 of this Agreement.
(e) “Vesting Date” shall mean the date that all conditions and restrictions imposed upon the Restricted Shares granted in accordance with this Agreement, including vesting pursuant to Section 3, are completely satisfied.
2. Grant of Shares . Upon the terms and subject to the conditions and limitations hereinafter set forth, the Grantee has been awarded the Restricted Shares. Until the Vesting Date, the Restricted Shares shall be non-transferable and subject to risk of forfeiture, except as provided in the Plan. Subject to Section 4, after the Vesting Date the Restricted Shares shall be reissued to the Grantee as unlegended shares of Common Stock. Until the Vesting Date the Restricted Shares shall be held by Atlanticus on behalf of the Grantee. Any Restricted Shares that do not or cannot vest pursuant to Section 3 shall be forfeited to Atlanticus.
3. Vesting . Subject to the terms, conditions, and limitations set forth herein, the Restricted Shares shall vest in the following amounts on the following dates (which shall constitute Vesting Dates) provided that the Grantee is serving on the Board of Directors of Atlanticus from the Date of Grant through the applicable date:
____________________________________
____________________________________
____________________________________
Provided that the Grantee is on the Board of Directors of Atlanticus at the time of a “Change in Control,” any Restricted Shares that theretofore have not vested shall immediately vest upon a “Change in Control.”
Notwithstanding the foregoing, any Restricted Shares that theretofore have not vested shall immediately vest upon death or Disability of Grantee while serving as a director of Atlanticus.




Upon vesting, the Grantee will be responsible for payment of all income and any other taxes in connection with the vesting of such shares of Common Stock. The Grantee is permitted to make an election under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code) or under similar laws with respect to the Restricted Shares in accordance with Section 18.05 of the Plan.
4. Transfer Subject to Compliance with Securities Laws . Notwithstanding the vesting of any Restricted Shares, Grantee shall not be entitled to transfer any Restricted Shares except in compliance with applicable securities laws.
5. No Right to Continued Service . The grant evidenced hereby does not confer upon the Grantee the right to continued service on the Board of Directors of Atlanticus, nor shall it interfere with the right of Atlanticus or any other authority to terminate his or her service on the Board of Directors of Atlanticus at any time.
6. Miscellaneous .
(a) The terms of this Agreement shall be binding upon and shall inure to the benefit of any successors or assigns of Atlanticus and of the Grantee.
(b) The Grantee shall be entitled to vote and to receive dividends with respect to any Restricted Shares unless and until such time as such Restricted Shares are forfeited.
(c) This grant has been made pursuant to the Plan and shall be subject to, and governed by, the terms and provisions thereof. The Grantee hereby agrees to be bound by all the terms and provisions of the Plan. In the event of any conflict between the terms of the Plan and this Agreement, the provisions of the Plan shall govern.
(d) This grant is intended to be a Non-409A Award under the Plan.
(e) This Agreement shall be governed by the laws of the State of Georgia.





IN WITNESS WHEREOF, Atlanticus and the Grantee have executed this Agreement as of the day and year first above written.
 
ATLANTICUS HOLDINGS CORPORATION
 
 
By:
 
 
Its:
 
Chief Executive Officer
GRANTEE:
 
 
 
 
 






Exhibit 10.3
[Form for Employees]
ATLANTICUS HOLDINGS CORPORATION
RESTRICTED STOCK AGREEMENT
PLAN: Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan
SHARES OF RESTRICTED STOCK:                      Shares
DATE OF GRANT:                     
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), made and entered into this              day of              , 20     , by and between ATLANTICUS HOLDINGS CORPORATION, a Georgia corporation (“Atlanticus”), and                  (the “Grantee”);
W I T N E S S E T H:
WHEREAS, the Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan (the “Plan”) has been adopted by Atlanticus; and
WHEREAS, the Plan authorizes the Compensation Committee (“Committee”) to cause Atlanticus to enter into a written agreement with the Grantee setting forth the form and the amount of any award and any conditions and restrictions of the award imposed by the Plan and this Agreement; and
WHEREAS, the Committee desires to make an award to the Grantee consisting of shares of Restricted Stock.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, including that provided under any non-compete or similar agreement, the receipt and sufficiency of which are hereby acknowledged, Atlanticus and the Grantee hereby agree as follows:
1. General Definitions. Any capitalized terms herein shall have the meaning set forth in the Plan, and, in addition, for purposes of this Agreement, each of the following terms, when used herein, shall have the meaning set forth below:
(a) “Atlanticus” shall mean Atlanticus Holdings Corporation.
(b) “Common Stock” shall mean the common stock of Atlanticus, no par value per share.
(c) “Disability” shall have the meaning set forth in Section 22(e)(3) of the Code.
(d) “Restricted Shares” shall mean the number of shares of Common Stock set forth on page 1 of this Agreement.
(e) “Tax Withholding” shall mean the amount that Atlanticus determines is required under applicable federal, state or local law to be withheld and paid over to governmental taxing authorities by reason of the vesting of shares of Common Stock or a Section 83(b) election with respect to such shares of Common Stock.
(f) “Vesting Date” shall mean the date that all conditions and restrictions imposed upon the Restricted Shares granted in accordance with this Agreement, including vesting pursuant to Section 3, are completely satisfied.
2. Grant of Shares. Upon the terms and subject to the conditions and limitations hereinafter set forth, the Grantee has been awarded the Restricted Shares. Until the Vesting Date, the Restricted Shares shall be non-transferable and subject to risk of forfeiture, except as provided in the Plan. Subject to Section 4, after the Vesting Date the Restricted Shares shall be reissued to the Grantee as unlegended shares of Common Stock. Until the Vesting Date the Restricted Shares shall be held by Atlanticus on behalf of the Grantee. Any Restricted Shares that do not or cannot vest pursuant to Section 3 shall be forfeited to Atlanticus.
3. Vesting. Subject to the terms, conditions, and limitations set forth herein, the Vesting Date for the Restricted Shares shall occur on [the third anniversary of the effective date of the grant set forth above (and on such date the Restricted Shares shall become 100% vested)], provided that the Grantee is a full-time employee of Atlanticus (or one of its Affiliates) from the Date of Grant through the applicable date. [Provided that the Grantee is a full-time employee of Atlanticus (or one of its Affiliates) at the time of a “Change in Control,” any Restricted Shares that theretofore have not vested shall immediately vest upon a “Change in Control.”]
Notwithstanding the foregoing, any Restricted Shares that theretofore have not vested shall immediately vest upon termination by Atlanticus (or its Affiliates) of Grantee’s employment other than for Cause or in the case of death or Disability




of Grantee. A transfer of Grantee from Atlanticus to a subsidiary or vice versa shall not constitute a termination for these purposes.
Upon vesting Atlanticus shall retain (or if it is not then holding the shares, receive) shares of Common Stock having a Fair Market Value, at the time of vesting, equal to the Tax Withholding, unless prior to the Vesting Date the Grantee has made arrangements satisfactory to Atlanticus regarding the payment of the Tax Withholding. The Grantee is permitted to make an election under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code) or under similar laws with respect to the Restricted Shares in accordance with Section 18.05 of the Plan. In the event Grantee makes a permissible Section 83(b) election with respect to Restricted Shares, the Grantee is required to pay the tax withholding to Atlanticus in cash.
4. Transfer Subject to Compliance with Securities Laws. Notwithstanding the vesting of any Restricted Shares, Grantee shall not be entitled to transfer any Restricted Shares except in compliance with applicable securities laws.
 
5. No Right to Continued Employment. The grant evidenced hereby does not confer upon the Grantee the right to continued employment with Atlanticus or any Affiliate, nor shall it interfere with the right of Atlanticus or any Affiliate to terminate his or her employment at any time.
6. Miscellaneous .
(a) The terms of this Agreement shall be binding upon and shall inure to the benefit of any successors or assigns of Atlanticus and of the Grantee.
(b) The Grantee shall be entitled to vote and to receive dividends with respect to any Restricted Shares unless and until such time as such Restricted Shares are forfeited.
(c) This grant has been made pursuant to the Plan and shall be subject to, and governed by, the terms and provisions thereof. The Grantee hereby agrees to be bound by all the terms and provisions of the Plan. In the event of any conflict between the terms of the Plan and this Agreement, the provisions of the Plan shall govern.
(d) This grant is intended to be a Non-409A Award under the Plan.
(e) This Agreement shall be governed by the laws of the State of Georgia.




IN WITNESS WHEREOF, Atlanticus and the Grantee have executed this Agreement as of the day and year first above written.
 
ATLANTICUS HOLDINGS CORPORATION
 
 
By:
 
 
Its:
 
 
GRANTEE:
 
 
 
 
 






Exhibit 10.4
[Form for Directors]
ATLANTICUS HOLDINGS CORPORATION
NONQUALIFIED STOCK OPTION
COMMON STOCK
(No Par Value)
STOCK OPTION PLAN: Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan
OPTION FOR THE PURCHASE OF:                      Shares
EXERCISE PRICE PER SHARE: $                     
DATE OF GRANT:                       
THIS OPTION AGREEMENT (this “Agreement”), made and entered into this          day of              , 20     , by and between ATLANTICUS HOLDINGS CORPORATION, a Georgia corporation (“Atlanticus”), and                      (the “Grantee”);
W I T N E S S E T H:
WHEREAS, the Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan (the “Plan”) has been adopted by Atlanticus; and
WHEREAS, the Plan authorizes the Compensation Committee (“Committee”) to cause Atlanticus to enter into a written agreement with the Grantee setting forth the form and the amount of any award and any conditions and restrictions of the award imposed by the Plan and this Agreement; and
WHEREAS, the Committee desires to make an award to the Grantee consisting of a Nonqualified Stock Option.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, Atlanticus and the Grantee hereby agree as follows:
1. General Definitions . Any capitalized terms herein shall have the meaning set forth in the Plan, and, in addition, for purposes of this Agreement, each of the following terms, when used herein, shall have the meaning set forth below:
(a) “Atlanticus” shall mean Atlanticus Holdings Corporation.
(b) “Common Stock” shall mean the common stock of Atlanticus, no par value per share.
(c) “Disability” shall have the meaning set forth in Section 22(e)(3) of the Code.
(d) “Expiration Date” shall mean the date on which this Option expires pursuant to the provisions of paragraph 4 hereof.
(e) “Option” shall mean the option evidenced by this Agreement, which is intended to be a “nonqualified stock option.”
(f) “Option Price” shall mean the purchase price of each share of Common Stock that may be purchased by the Grantee upon the exercise of this Option, in whole or in part. The Option Price is set forth under “Exercise Price Per Share” on page 1 of this Agreement as adjusted from time to time in accordance with the provisions hereof.
(g) “Vesting Date” shall mean the first and second anniversaries of the Date of Grant, provided that the Grantee is serving on the Board of Directors of Atlanticus from the Date of Grant through the applicable date. At any time during the period of this Option commencing with the first anniversary of the Date of Grant, the Grantee may purchase up to 50% of the shares covered by this Option and may purchase the remaining 50% of the Shares covered by this Option on the second anniversary of the Date of Grant, so that this Option will be fully vested on the second anniversary of the Date of Grant.
2. Grant of Option . Upon the terms and subject to the conditions and limitations hereinafter set forth, the Grantee shall have the right, at any time after the Vesting Date and on or before the Expiration Date, to purchase the number of shares of Common Stock set forth on page 1 of this Agreement and pursuant to the definition of Vesting Date, such number of shares and the Option Price being subject to adjustment in accordance with the provisions set forth below and in accordance with the terms of the Plan.




3. Manner of Exercise . Subject to the terms, conditions, and limitations set forth herein, this Option may be exercised in whole or in part at any time or from time to time after the Vesting Date and on or before the Expiration Date as to any part of the number of whole shares of Common Stock then vested pursuant to the definition of Vesting Date and available under this Option. Such exercise shall be effective only if the Grantee provides a notice of exercise in accordance with instructions of the plan administrator, indicating the number of shares of Common Stock to be purchased and accompanied by payment of the Option Price. Payment of the Option Price may be made (i) in cash or its equivalent, (ii) by tendering previously acquired shares of Common Stock having a Fair Market Value, at the time of exercise, equal to the Option Price; or (iii) through a cashless exercise procedure, as permitted under the Federal Reserve Board’s Regulation T or other net exercise, subject to applicable securities law restrictions and which the Committee determines to be consistent with the Plan’s purpose and applicable law.
Upon any effective exercise of this Option, Atlanticus shall become obligated to issue a certificate or certificates to the Grantee representing the number of shares of Common Stock so purchased. No fractional shares will be issued.
4. Expiration of Option . This Option shall expire, shall become null and void, and shall be of no further force and effect upon the earliest to occur of the following events:
(a) Two months after the date of the Grantee’s resignation or other voluntary termination of his or her service as a director of Atlanticus (other than by reason of his or her death or Disability), but during such two month period the Option shall be exercisable only to the extent that it was exercisable as of the date of resignation or termination;
(b) Two months after the date on which Atlanticus or other authority terminates the Grantee’s service as a director of Atlanticus for any reason or the Grantee fails to be re-elected as a director of Atlanticus, provided , however , that during such two month period the Option shall continue to vest in accordance with the vesting schedule set forth in the definition of Vesting Date;
(c) Six months after the date on which Grantee’s service as a director of Atlanticus is terminated by reason of the Grantee’s death or Disability, but during such six month period the Option shall be exercisable only to the extent that it was exercisable as of the date of death or Disability; or
(d) Five years from the Date of Grant.
5. Holder’s Exercise Subject to Compliance with Securities Laws . Notwithstanding the exercise of this Option, in whole or in part, in accordance with all other provisions of this Option, Atlanticus shall have no obligation to honor such exercise and to issue Common Stock pursuant thereto unless (a) the Grantee furnishes Atlanticus an agreement in such form as the Committee may specify in which the Grantee (or any person acting on his or her behalf) represents that the Common Stock acquired by him or her upon exercise is being acquired for investment and not with a view to the distribution thereof, or such other representations as may be required by the Committee in accordance with the advice of legal counsel, unless the Committee shall have received advice from legal counsel that such representation is not required, and (b) such exercise and the issuance of the Common Stock does not violate applicable securities laws.
6. Adjustment of Option Price and Number of Shares That May be Purchased Hereunder . The Option Price and the number of shares of Common Stock that may be purchased hereunder shall be subject to adjustment from time to time by the Committee in accordance with the terms of the Plan in the event of certain changes in the Common Stock or certain corporate transactions affecting the number or value of the shares of Common Stock.
7. Notice of Adjustments . Upon the occurrence of any adjustment of the Option Price, or any increase or decrease in the number of shares of Common Stock that may be purchased upon the exercise of this Option, then, and in each such case, Atlanticus, within 30 days thereafter, shall give written notice thereof to the Grantee at the address of the Grantee as shown on the books of Atlanticus, which notice shall state the Option Price as adjusted and the increased or decreased number of shares that may be purchased upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each.
8. Assignment . This Option may only be transferred or assigned in accordance with the terms of the Plan.
9. No Right to Continued Service . This Option does not confer upon the Grantee the right to continued service as a director of Atlanticus, nor shall it interfere with the right of Atlanticus or any other authority to terminate his or her service as a director of Atlanticus at any time.
10. Miscellaneous .
(a) Atlanticus covenants that it will at all times reserve and keep available, solely for the purpose of issue upon the exercise of this Option, a sufficient number of shares of Common Stock to permit the exercise of this Option in full.




(b) The terms of this Option shall be binding upon and shall inure to the benefit of any successors or assigns of Atlanticus and of the Grantee.
(c) The Grantee shall not be entitled to vote or to receive dividends with respect to any Common Stock that may be, but has not been, purchased under this Option and shall not be deemed to be a shareholder of Atlanticus with respect to any such Common Stock for any purpose.
(d) This Option has been issued pursuant to the Plan and shall be subject to, and governed by, the terms and provisions thereof. The Grantee hereby agrees to be bound by all the terms and provisions of the Plan. In the event of any conflict between the terms of the Plan and this Agreement, the provisions of the Plan shall govern.
(e) This grant is intended to be a Non-409A Award under the Plan.
(f) This Agreement shall be governed by the laws of the State of Georgia.
 





IN WITNESS WHEREOF, Atlanticus and the Grantee have executed this Agreement as of the day and year first above written.
 
ATLANTICUS HOLDINGS CORPORATION
 
 
By:
 
 
Its:
 
 
GRANTEE:
 
 






Exhibit 10.5
[Form for Employees]
ATLANTICUS HOLDINGS CORPORATION
NONQUALIFIED STOCK OPTION
COMMON STOCK
(No Par Value)
STOCK OPTION PLAN: Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan
OPTION FOR THE PURCHASE OF:                      Shares
EXERCISE PRICE PER SHARE: $                     
DATE OF GRANT:                                 
THIS OPTION AGREEMENT (this “Agreement”), made and entered into this          day of              , 20     , by and between ATLANTICUS HOLDINGS CORPORATION, a Georgia corporation (“Atlanticus”), and                      (the “Grantee”);
W I T N E S S E T H:
WHEREAS, the Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan (the “Plan”) has been adopted by Atlanticus; and
WHEREAS, the Plan authorizes the Compensation Committee (“Committee”) to cause Atlanticus to enter into a written agreement with the Grantee setting forth the form and the amount of any award and any conditions and restrictions of the award imposed by the Plan and this Agreement; and
WHEREAS, the Committee desires to make an award to the Grantee consisting of a Nonqualified Stock Option.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, including that provided under any non-compete or similar agreement, the receipt and sufficiency of which are hereby acknowledged, Atlanticus and the Grantee hereby agree as follows:
1. General Definitions . Any capitalized terms herein shall have the meaning set forth in the Plan, and, in addition, for purposes of this Agreement, each of the following terms, when used herein, shall have the meaning set forth below:
(a) “Atlanticus” shall mean Atlanticus Holdings Corporation.
(b) “Common Stock” shall mean the common stock of Atlanticus, no par value per share.
(c) “Disability” shall have the meaning set forth in Section 22(e)(3) of the Code.
(d) “Expiration Date” shall mean the date on which this Option expires pursuant to the provisions of paragraph 4 hereof.
(e) “Option” shall mean the option evidenced by this Agreement, which is intended to be a “nonqualified stock option.”
(f) “Option Price” shall mean the purchase price of each share of Common Stock that may be purchased by the Grantee upon the exercise of this Option, in whole or in part. The Option Price is set forth under “Exercise Price Per Share” on page 1 of this Agreement as adjusted from time to time in accordance with the provisions hereof.
(g) “Vesting Date” shall mean [the first, second and third anniversaries of the Date of Grant, provided that the Grantee remains continuously employed with Atlanticus or any Affiliate from the Date of Grant through the applicable date. At any time during the period of this Option commencing with the first anniversary of the Date of Grant, the Grantee may purchase up to 33 1/3% of the shares covered by this Option and may purchase additional increments of 33 1/3% of the Shares covered by this Option on the second and third anniversaries of the Date of Grant, so that this Option will be fully vested on the third anniversary of the Date of Grant.]
2. Grant of Option . Upon the terms and subject to the conditions and limitations hereinafter set forth, the Grantee shall have the right, at any time after the Vesting Date and on or before the Expiration Date, to purchase the number of shares of Common Stock set forth on page 1 of this Agreement and pursuant to the definition of Vesting Date, such number of shares and the




Option Price being subject to adjustment in accordance with the provisions set forth below and in accordance with the terms of the Plan.
3. Manner of Exercise . Subject to the terms, conditions, and limitations set forth herein, this Option may be exercised in whole or in part at any time or from time to time after the Vesting Date and on or before the Expiration Date as to any part of the number of whole shares of Common Stock then vested pursuant to the definition of Vesting Date and available under this Option. Such exercise shall be effective only if the Grantee provides a notice of exercise in accordance with instructions of the plan administrator, indicating the number of shares of Common Stock to be purchased and accompanied by payment of the Option Price and any withholding amounts described below. Payment of the Option Price and any such withholding amounts may be made (i) in cash or its equivalent, (ii) by tendering previously acquired shares of Common Stock having a Fair Market Value, at the time of exercise, equal to the Option Price and tax withholding amounts; or (iii) through a cashless exercise procedure, as permitted under the Federal Reserve Board’s Regulation T or other net exercise, subject to applicable securities law restrictions and which the Committee determines to be consistent with the Plan’s purpose and applicable law.

Upon any effective exercise of this Option, Atlanticus shall become obligated to issue a certificate or certificates to the Grantee representing the number of shares of Common Stock so purchased. No fractional shares will be issued.
4. Expiration of Option . This Option shall expire, shall become null and void, and shall be of no further force and effect upon the earliest to occur of the following events:
(a) Two months after the date of the Grantee’s resignation or other voluntary termination of his or her employment with Atlanticus and its Affiliates (other than by reason of his or her death or Disability), but during such two month period the Option shall be exercisable only to the extent that it was exercisable as of the date of resignation or termination;
(b) Immediately upon the violation by the Grantee of a term or condition of any non-compete or similar such agreement entered into between the Grantee and Atlanticus, regardless of whether such agreement otherwise is enforceable;
(c) Immediately upon the dismissal of the Grantee from his or her employment with Atlanticus or any Affiliate for Cause at any time;
(d) Two months after the date on which Atlanticus and its Affiliates terminate the Grantee’s employment for any reason other than Cause, provided , however , that during such two month period the Option shall continue to vest in accordance with the vesting schedule set forth in the definition of Vesting Date;
(e) Six months after the date on which Grantee’s employment with Atlanticus and its Affiliates is terminated by reason of the Grantee’s death or Disability, but during such six month period the Option shall be exercisable only to the extent that it was exercisable as of the date of death or Disability; or
(f) Five years from the Date of Grant.
5. Holder’s Exercise Subject to Compliance with Securities Laws . Notwithstanding the exercise of this Option, in whole or in part, in accordance with all other provisions of this Option, Atlanticus shall have no obligation to honor such exercise and to issue Common Stock pursuant thereto unless (a) the Grantee furnishes Atlanticus an agreement in such form as the Committee may specify in which the Grantee (or any person acting on his or her behalf) represents that the Common Stock acquired by him or her upon exercise is being acquired for investment and not with a view to the distribution thereof, or such other representations as may be required by the Committee in accordance with the advice of legal counsel, unless the Committee shall have received advice from legal counsel that such representation is not required, and (b) such exercise and the issuance of the Common Stock does not violate applicable securities laws.
6. Adjustment of Option Price and Number of Shares That May be Purchased Hereunder . The Option Price and the number of shares of Common Stock that may be purchased hereunder shall be subject to adjustment from time to time by the Committee in accordance with the terms of the Plan in the event of certain changes in the Common Stock or certain corporate transactions affecting the number or value of the shares of Common Stock.
7. Notice of Adjustments . Upon the occurrence of any adjustment of the Option Price, or any increase or decrease in the number of shares of Common Stock that may be purchased upon the exercise of this Option, then, and in each such case, Atlanticus, within 30 days thereafter, shall give written notice thereof to the Grantee at the address of the Grantee as shown on the books of Atlanticus, which notice shall state the Option Price as adjusted and the increased or decreased number of shares that may be purchased upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each.
8. Assignment . This Option may only be transferred or assigned in accordance with the terms of the Plan.




9. No Right to Continued Employment . This Option does not confer upon the Grantee the right to continued employment with Atlanticus or any Affiliate, nor shall it interfere with the right of Atlanticus or any Affiliate to terminate his or her employment at any time.
10. Miscellaneous .
(a) Atlanticus covenants that it will at all times reserve and keep available, solely for the purpose of issue upon the exercise of this Option, a sufficient number of shares of Common Stock to permit the exercise of this Option in full.
(b) The terms of this Option shall be binding upon and shall inure to the benefit of any successors or assigns of Atlanticus and of the Grantee.
(c) The Grantee shall not be entitled to vote or to receive dividends with respect to any Common Stock that may be, but has not been, purchased under this Option and shall not be deemed to be a shareholder of Atlanticus with respect to any such Common Stock for any purpose.
(d) This Option has been issued pursuant to the Plan and shall be subject to, and governed by, the terms and provisions thereof. The Grantee hereby agrees to be bound by all the terms and provisions of the Plan. In the event of any conflict between the terms of the Plan and this Agreement, the provisions of the Plan shall govern.

(e) This grant is intended to be a Non-409A Award under the Plan.

(f) This Agreement shall be governed by the laws of the State of Georgia.




IN WITNESS WHEREOF, Atlanticus and the Grantee have executed this Agreement as of the day and year first above written.
 
ATLANTICUS HOLDINGS CORPORATION
 
 
By:
 
 
Its:
 
 
GRANTEE:
 
 
 






Exhibit 10.6
[Form for Directors]
ATLANTICUS HOLDINGS CORPORATION
RESTRICTED STOCK UNIT AGREEMENT
PLAN: Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan
NUMBER OF RESTRICTED STOCK UNITS:                     
DATE OF GRANT:                         
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), made and entered into this          day of              , 20      , by and between ATLANTICUS HOLDINGS CORPORATION, a Georgia corporation (“Atlanticus”), and                      (the “Grantee”);
W I T N E S S E T H:
WHEREAS, the Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan (the “Plan”) has been adopted by Atlanticus; and
WHEREAS, the Plan authorizes the Compensation Committee (“Committee”) to cause Atlanticus to enter into a written agreement with the Grantee setting forth the form and the amount of any award and any conditions and restrictions of the award imposed by the Plan and this Agreement; and
WHEREAS, the Committee desires to make an award to the Grantee consisting of Restricted Stock Units.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, Atlanticus and the Grantee hereby agree as follows:
1. General Definitions . Any capitalized terms herein shall have the meanings set forth in the Plan, and, in addition, for purposes of this Agreement, each of the following terms, when used herein, shall have the meanings set forth below:
(a) “Atlanticus” or “Company” shall mean Atlanticus Holdings Corporation.
(b) “Common Stock” shall mean the common stock of Atlanticus, no par value per share.
(c) “Disability” shall have the meaning set forth in Section 22(e)(3) of the Code.
(d) “Restricted Stock Units” or “RSUs” shall mean the number of Restricted Stock Units set forth on page 1 of this Agreement.
(e) “Vesting Date” shall mean the date that all conditions and restrictions imposed upon the Restricted Stock Units granted in accordance with this Agreement, including vesting pursuant to Section 3, are completely satisfied and the applicable Restricted Stock Units become vested, earned and payable.
2. Grant of Units . Upon the terms and subject to the conditions and limitations hereinafter set forth, the Grantee has been awarded the Restricted Stock Units. Each Restricted Stock Unit corresponds to one share of the Common Stock of the Company. Until the Vesting Date, the Restricted Stock Units represent an unsecured promise of the Company to deliver, and the right of the Grantee to receive, one share of Common Stock of the Company at the time and on the terms and conditions set forth herein for each Restricted Stock Unit that becomes vested, earned and payable. As a holder of RSUs, the Grantee only has the rights of a general unsecured creditor of the Company. Upon the terms and subject to the conditions and limitations herein set forth, the Grantee shall have the right to receive on the Vesting Date one share of the Common Stock of the Company for each Restricted Stock Unit that then becomes vested, earned and payable. Subject to Section 4, as soon as administratively practicable (and no later than 30 days) after the Vesting Date, the shares of Common Stock shall be issued to the Grantee as unlegended shares of Common Stock. Any Restricted Stock Units that do not or cannot become vested, earned and payable pursuant to Section 3 shall be forfeited to Atlanticus.




3. Vesting . Subject to the terms, conditions, and limitations set forth herein, the Restricted Stock Units shall vest and become earned and payable in the following amounts on the following dates (which shall constitute Vesting Dates) provided that the Grantee is on the Board of Directors of Atlanticus from the Date of Grant through the applicable date:
_____________________________________
_____________________________________
_____________________________________
Provided that the Grantee is on the Board of Directors of Atlanticus at the time of a “Change in Control,” any Restricted Stock Units that theretofore have not become vested, earned and payable shall immediately become vested, earned and payable upon a “Change in Control.”
Notwithstanding the foregoing, any Restricted Stock Units that theretofore have not become vested, earned and payable shall immediately become vested, earned and payable upon the death or Disability of Grantee while serving on the Board of Directors of Atlanticus.
Upon issuance, the Grantee will be responsible for payment of all income and any other taxes in connection with the issuance of such shares of Common Stock.
4. Transfer Subject to Compliance with Securities Laws . Notwithstanding the vesting of any Restricted Stock Units and delivery of shares of Common Stock thereunder, Grantee shall not be entitled to transfer any shares of Common Stock Grantee is issued except in compliance with applicable securities laws.
5. No Right to Continued Service . The grant evidenced hereby does not confer upon the Grantee the right to continued service on the Board of Directors of Atlanticus, nor shall it interfere with the right of Atlanticus or any other authority to terminate Grantee’s service on the Board of Directors of Atlanticus at any time.
6. Adjustment of RSUs. The number of Restricted Stock Units that may become vested, earned and payable hereunder shall be subject to adjustment from time to time by the Committee in accordance with the terms of the Plan in the event of certain changes in the Common Stock or certain corporate transactions affecting the number or value of the shares of Common Stock.
7. Miscellaneous .
(a) These Restricted Stock Units may only be transferred or assigned in accordance with the terms of the Plan.
(b) The terms of this Agreement shall be binding upon and shall inure to the benefit of any successors or assigns of Atlanticus and of the Grantee.
(c) The Grantee shall not be entitled to vote or to receive dividends with respect to any shares of Common Stock subject to any Restricted Stock Units until vesting of the Restricted Stock Units and issuance of the certificate representing such shares of Common Stock.
(d) This grant has been made pursuant to the Plan and shall be subject to, and governed by, the terms and provisions thereof. The Grantee hereby agrees to be bound by all the terms and provisions of the Plan. In the event of any conflict between the terms of the Plan and this Agreement, the provisions of the Plan shall govern.
(e) This grant is intended to be a Non-409A Award under the Plan.
(f) This Agreement shall be governed by the laws of the State of Georgia.
(g) Atlanticus covenants that it will at all times reserve and keep available, solely for purposes of issue upon vesting of these Restricted Stock Units, a sufficient number of shares of Common Stock to permit issuance of the shares of Common Stock in full on vesting of the Restricted Stock Units.




IN WITNESS WHEREOF, Atlanticus and the Grantee have executed this Agreement as of the day and year first above written.
 
ATLANTICUS HOLDINGS CORPORATION
 
 
By:
 
 
Its:
 
Chief Executive Officer
GRANTEE:
 
 






Exhibit 10.7
[Form for Employees]
ATLANTICUS HOLDINGS CORPORATION
RESTRICTED STOCK UNIT AGREEMENT
PLAN: Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan
NUMBER OF RESTRICTED STOCK UNITS:                     
DATE OF GRANT:                     
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), made and entered into this          day of              , 20      , by and between ATLANTICUS HOLDINGS CORPORATION, a Georgia corporation (“Atlanticus”), and                      (the “Grantee”);
W I T N E S S E T H:
WHEREAS, the Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan (the “Plan”) has been adopted by Atlanticus; and
WHEREAS, the Plan authorizes the Compensation Committee (“Committee”) to cause Atlanticus to enter into a written agreement with the Grantee setting forth the form and the amount of any award and any conditions and restrictions of the award imposed by the Plan and this Agreement; and
WHEREAS, the Committee desires to make an award to the Grantee consisting of Restricted Stock Units.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, including that provided under any non-compete or similar agreement, the receipt and sufficiency of which are hereby acknowledged, Atlanticus and the Grantee hereby agree as follows:
1. General Definitions. Any capitalized terms herein shall have the meanings set forth in the Plan, and, in addition, for purposes of this Agreement, each of the following terms, when used herein, shall have the meanings set forth below:
(a) “Atlanticus” or “Company” shall mean Atlanticus Holdings Corporation.
(b) “Common Stock” shall mean the common stock of Atlanticus, no par value per share.
(c) “Disability” shall have the meaning set forth in Section 22(e)(3) of the Code.
(d) “Restricted Stock Units” or “RSUs” shall mean the number of Restricted Stock Units set forth on page 1 of this Agreement.
(e) “Tax Withholding” shall mean the minimum amount that Atlanticus determines is required under applicable federal, state or local law to be withheld and paid over to governmental taxing authorities by reason of the delivery of shares of Common Stock pursuant to the Restricted Stock Units.
(f) “Vesting Date” shall mean the date that all conditions and restrictions imposed upon the Restricted Stock Units granted in accordance with this Agreement, including vesting pursuant to Section 3, are completely satisfied and the applicable Restricted Stock Units become vested, earned and payable.
2. Grant of Units. Upon the terms and subject to the conditions and limitations hereinafter set forth, the Grantee has been awarded the Restricted Stock Units. Each Restricted Stock Unit corresponds to one share of the Common Stock of the Company. Until the Vesting Date, the Restricted Stock Units represent an unsecured promise of the Company to deliver, and the right of the Grantee to receive, one share of Common Stock of the Company at the time and on the terms and conditions set forth herein for each Restricted Stock Unit that becomes vested, earned and payable. As a holder of RSUs, the Grantee only has the rights of a general unsecured creditor of the Company. Upon the terms and subject to the conditions and limitations herein set forth, the Grantee shall have the right to receive on the Vesting Date one share of the Common Stock of the Company for each Restricted Stock Unit that then becomes vested, earned and payable. Subject to Section 4, as soon as administratively practicable (and no later than 30 days) after the Vesting Date, the shares of Common Stock shall be issued to the Grantee as unlegended shares of Common Stock. Any Restricted Stock Units that do not or cannot become vested, earned and payable pursuant to Section 3 shall be forfeited to Atlanticus.
3. Vesting. Subject to the terms, conditions, and limitations set forth herein, the Vesting Date for the Restricted Stock Units shall occur on [the third anniversary of the Date of Grant (and on such date the Restricted Stock Units shall become




100% vested, earned and payable)], provided that the Grantee is a full-time employee of Atlanticus (or one of its Affiliates) from the Date of Grant through the applicable date. [Provided that the Grantee is a full-time employee of Atlanticus (or one of its Affiliates) at the time of a “Change in Control,” any Restricted Stock Units that theretofore have not become vested, earned and payable shall immediately become vested, earned and payable upon a “Change in Control.”]

Notwithstanding the foregoing, any Restricted Stock Units that theretofore have not become vested, earned and payable shall immediately become vested, earned and payable upon termination by Atlanticus (or its Affiliates) of Grantee’s employment other than for Cause or in the case of the death or Disability of Grantee while employed by Atlanticus (or one of its Affiliates). A transfer of Grantee from Atlanticus to a subsidiary or vice versa shall not constitute a termination for these purposes.
Upon issuance of the shares of Common Stock, Atlanticus shall retain, and not issue, shares of Common Stock having a Fair Market Value, at the time of issuance, equal to the Tax Withholding, unless prior to the Vesting Date the Grantee has made arrangements satisfactory to Atlanticus regarding the payment of the Tax Withholding.
4. Transfer Subject to Compliance with Securities Laws. Notwithstanding the vesting of any Restricted Stock Units and delivery of shares of Common Stock thereunder, Grantee shall not be entitled to transfer any shares of Common Stock Grantee is issued except in compliance with applicable securities laws.
5. No Right to Continued Employment. The grant evidenced hereby does not confer upon the Grantee the right to continued employment with Atlanticus or any Affiliate, nor shall it interfere with the right of Atlanticus or any Affiliate to terminate Grantee’s employment at any time.
6. Adjustment of RSUs. The number of Restricted Stock Units that may become vested, earned and payable hereunder shall be subject to adjustment from time to time by the Committee in accordance with the terms of the Plan in the event of certain changes in the Common Stock or certain corporate transactions affecting the number or value of the shares of Common Stock.
7. Miscellaneous .
(a) These Restricted Stock Units may only be transferred or assigned in accordance with the terms of the Plan.
(b) The terms of this Agreement shall be binding upon and shall inure to the benefit of any successors or assigns of Atlanticus and of the Grantee.
(c) The Grantee shall not be entitled to vote or to receive dividends with respect to any shares of Common Stock subject to any Restricted Stock Units until vesting of the Restricted Stock Units and issuance of the certificate representing such shares of Common Stock.
(d) This grant has been made pursuant to the Plan and shall be subject to, and governed by, the terms and provisions thereof. The Grantee hereby agrees to be bound by all the terms and provisions of the Plan. In the event of any conflict between the terms of the Plan and this Agreement, the provisions of the Plan shall govern.
(e) This grant is intended to be a Non-409A Award under the Plan.
(f) This Agreement shall be governed by the laws of the State of Georgia.
(g) Atlanticus covenants that it will at all times reserve and keep available, solely for purposes of issue upon vesting of these Restricted Stock Units, a sufficient number of shares of Common Stock to permit issuance of the shares of Common Stock in full on vesting of the Restricted Stock Units.




IN WITNESS WHEREOF, Atlanticus and the Grantee have executed this Agreement as of the day and year first above written.
 
ATLANTICUS HOLDINGS CORPORATION
 
 
By:
 
 
Its:
 
 
GRANTEE: