SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934


Filed by the Registrant x

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Check the appropriate box:

¨Preliminary Proxy Statement  
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xDefinitive Proxy Statement  
¨Definitive Additional Materials  
¨Soliciting Material Pursuant to § 240.14a-12  

ATLANTICUS HOLDINGS CORPORATION


(Name of Registrant as Specified in its Charter)


(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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¨Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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April 15, 20169, 2018



Dear Shareholder:
On behalf of the Board of Directors, I cordially invite you to attend the 20162018 Annual Meeting of Shareholders of Atlanticus Holdings Corporation, which will be held at the company’s corporate headquarters, Five Concourse Parkway, Suite 300, Atlanta, Georgia 30328, on Thursday, May 12, 2016,10, 2018, commencing at 9:00 a.m., local time. The matters to be acted upon at the meeting are described in the attached Notice of Annual Meeting of Shareholders and Proxy Statement.
Your vote on the business to be considered at the meeting is important, regardless of the number of shares you own. Whether or not you plan to attend the meeting, please complete, sign and date the accompanying proxy card and promptly return it in the enclosed prepaid envelope prior to the meeting so that your shares may be represented at the meeting. Returning the proxy card does not deprive you of your right to attend the meeting and to vote your shares in person.
Sincerely yours,

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David G. Hanna
Chief Executive Officer

David G. Hanna
Chief Executive Officer





ATLANTICUS HOLDINGS CORPORATION
Five Concourse Parkway, Suite 300
Atlanta, Georgia 30328

Notice of Annual Meeting of ShareholdersNOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on Thursday, May 12, 2016TO BE HELD ON THURSDAY, MAY 10, 2018


Notice is hereby given that the Annual Meeting of Shareholders of Atlanticus Holdings Corporation, a Georgia corporation, will be held on Thursday, May 12, 2016,10, 2018, at 9:00 a.m., local time, at the company’s corporate headquarters, Five Concourse Parkway, Suite 300, Atlanta, Georgia 30328 for the following purposes:
1.To elect five directors for terms expiring at the 20172019 Annual Meeting of Shareholders;
2.To approve the amendmentconsider and restatement ofact upon a proposal to approve the Atlanticus Holdings Corporation 2014 Equity IncentiveSecond Amended and Restated Employee Stock Purchase Plan; and
3.To conduct an advisory vote on the compensation of the named executive officers (the “say-on-pay” vote); and
4.To transact such other business as may properly come before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 10, 20169, 2018 as the record date for determining the shareholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments. A list of such shareholders is available for inspection by any shareholder during ordinary business hours at our principal place of business at Five Concourse Parkway, Suite 300, Atlanta, Georgia 30328. The shareholder list also will be available for inspection by any shareholder at the time and place of the Annual Meeting. Please mark, sign and date the enclosed proxy card and mail it promptly in the accompanying envelope.

By Order of the Board of Directors,

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Rohit H. Kirpalani
Secretary

Atlanta, Georgia
April 15, 20169, 2018

IMPORTANT

Whether or not you expect to attend the Annual Meeting, please complete, sign and date the enclosed proxy card and return it in the envelope provided. In the event you attend the Annual Meeting, you may revoke your proxy and vote your shares in person.







ATLANTICUS HOLDINGS CORPORATION
Five Concourse Parkway, Suite 300
Atlanta, Georgia 30328
(770) 828-2000

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY,THURSDAY, MAY 12, 201610, 2018

GENERAL INFORMATION
Introduction
We are furnishing this Proxy Statement on behalf of the Board of Directors of Atlanticus Holdings Corporation, a Georgia corporation, for use at our 20162018 Annual Meeting of Shareholders, or at any adjournments or postponements of the meeting (the “Annual Meeting”), for the purposes set forth below and in the accompanying Notice of Annual Meeting of Shareholders. The Annual Meeting will be held at the company’s corporate headquarters, Five Concourse Parkway, Suite 300, Atlanta, Georgia 30328, at 9:00 a.m., local time, on Thursday, May 12, 2016.10, 2018. You may obtain directions to the location of the Annual Meeting by visiting www.atlanticus.com/2016AnnualMeeting2018AnnualMeeting or by contacting us at the address or telephone number listed above.
As used in this Proxy Statement, the terms “Atlanticus,” “we,” “us,” and “our” refer to Atlanticus Holdings Corporation. The term “Common Stock” means shares of our common stock, no par value.
This Proxy Statement and the enclosed proxy card are first being mailed to shareholders on or about April 18, 2016.12, 2018. A copy of the 20152017 Annual Report to Shareholders, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2017, as filed with the Securities and Exchange Commission (the “SEC”), is being mailed with this Proxy Statement.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 12, 2016:10, 2018:

This Proxy Statement and the 20152017 Annual Report to Shareholders are available at www.atlanticus.com/2016AnnualMeeting2018AnnualMeeting.

Voting Rights
Atlanticus’ Common Stock is the only class of voting securities outstanding. The close of business on March 10, 20169, 2018 has been fixed as the record date for the determination of our shareholders entitled to notice of, and to vote at, the Annual Meeting. On the record date, we had outstanding 15,363,06015,360,058 shares of Common Stock. Each outstanding share of Common Stock entitles the holder to one vote on all matters submitted to the shareholders. There are no cumulative voting rights in the election of directors.
Quorum
For each proposal to be considered at the Annual Meeting, the holders of a majority of the number of shares entitled to vote on such matter at the meeting, present in person or by proxy, will constitute a quorum. Both abstentions and “broker non-votes” will be treated as present for purposes of determining a quorum. A “broker non-vote,” however, does not count as a vote in favor of or against a particular proposal for which the broker has no discretionary voting authority. “Broker non-votes” are votes that



brokers holding shares of record for their customers (i.e., in “street name”) are not permitted to cast under applicable stock market regulations because the brokers have not received instructions (or have received incomplete instructions) from their customers as to certain proposals, and, therefore, the brokers have advised us that they lack voting authority.
Distinction Between Holding Shares as a Shareholder of Record and as a Beneficial Owner
Some of our shareholders hold their shares through a broker, trustee, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those shares owned beneficially.
Shareholder of Record. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered, with respect to those shares, the “shareholder of record.” As the shareholder of record, you have the right to grant your voting proxy directly to us or to a third party, or to vote in person at the Annual Meeting.

Beneficial Owner. If your shares are held in a brokerage account, by a trustee or by another nominee, then you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, trustee, or nominee how to vote and you also are invited to attend the Annual Meeting. However, because a beneficial owner is not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

If you are not a shareholder of record, please understand that we do not know that you are a shareholder, or how many shares you own.
Voting Deadline
If you are a shareholder of record on the record date, then your proxy must be received no later than 11:59 p.m. E.T. on May 11, 20169, 2018 to be counted. If you are the beneficial owner of your shares held through a broker, trustee, or other nominee, please follow the instructions of your broker, trustee, or other nominee in determining the deadline for submitting your proxy.
Voting Without Attending the Annual Meeting
Whether you hold shares directly as a shareholder of record or through a broker, trustee, or other nominee, you may direct how your shares are voted without attending the Annual Meeting. You may give voting instructions by mail. Instructions are on the proxy card. The proxy holders will vote all properly executed proxies that are delivered in response to this solicitation, and not later revoked, in accordance with the instructions given by you.
Voting In Person
Shares held in your name as the shareholder of record on the record date may be voted in person at the Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, trustee, or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you vote by proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

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The vote you cast in person will supersede any previous votes that you may have submitted.
Voting Requirements
At the Annual Meeting, shareholders will consider and act upon (1) the election of five directors for terms expiring at the 20172019 Annual Meeting of Shareholders, (2) the approval of the amendment and restatement of the Atlanticus Holdings Corporation 2014 Equity IncentiveSecond Amended and Restated Employee Stock Purchase Plan, (3) an advisory vote on the compensation of the named executive officers (the “say-on-pay” vote), and (4)(3) such other business as may properly come before the Annual Meeting.
With regard to Proposal One (Election of Directors), votes may be cast for the nominees or may be withheld. Each director nominee was recommended by the Nominating and Corporate Governance Committee of the Board of Directors, and all nominees are current directors. The election of directors requires a plurality of the votes cast, and the five nominees receiving the greatest number of votes will be elected. Votes that are withheld and broker non-votes are not considered “votes cast” and therefore will have no effect on the outcome of Proposal One.
With regard to Proposal Two (Approval of the Amendment and Restatement of the Atlanticus Holdings Corporation 2014 Equity IncentiveSecond Amended and Restated Employee Stock Purchase Plan), votes may be cast for or against the proposal, or shareholders may abstain from voting on the proposal. The approval of Proposal Two requires the affirmative vote of a majority of the votes cast on the matter. Abstentions and broker non-votes are not considered “votes cast” and therefore will have no effect on the outcome of Proposal Two.
With regard to Proposal Three (Say-on-Pay Vote), votes may be cast for or against the proposal, or shareholders may abstain from voting on the proposal. The approval of Proposal Three requires the affirmative vote of a majority of the votes cast on the matter. Abstentions and broker non-votes are not considered “votes cast” and therefore will have no effect on the outcome of Proposal Three. The vote on Proposal Three is a non-binding advisory vote.
Treatment of Voting Instructions
If you provide specific voting instructions, your shares will be voted as instructed.
If you hold shares as the shareholder of record and sign and return a proxy card without giving specific voting instructions, then your shares will be voted in accordance with the recommendations of our Board of Directors. Our Board of Directors recommends voting “FOR ALL NOMINEES” listed in Proposal One, “FOR” Proposal Two, “FOR” Proposal Three, and in accordance with the discretion of the named proxies on other matters brought before the Annual Meeting.
You may have granted to your broker, trustee, or other nominee discretionary voting authority over your account. Your broker, trustee, or other nominee may be able to vote your shares depending on the terms of the agreement you have with your broker, trustee, or other nominee.
The persons identified as having the authority to vote the proxies granted by the proxy card also will have discretionary authority to vote, to the extent permitted by applicable law, on such other business as may properly come before the Annual Meeting and any postponement or adjournment. The Board of Directors is not aware of any other matters that are likely to be brought before the Annual Meeting. If any other matter is properly presented for action at the Annual Meeting, including a proposal to adjourn or postpone the Annual Meeting to permit us to solicit additional proxies in favor of any proposal, the persons named in the proxy card will vote on such matter in their own discretion.

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Revocability of Proxies
A shareholder of record who has given a proxy may revoke it at any time prior to its exercise at the Annual Meeting by (i) giving written notice of revocation to our Corporate Secretary, (ii) properly submitting a duly executed proxy bearing a later date, or (iii) appearing in person at the Annual Meeting and voting in person.


If you are the beneficial owner of shares held through a broker, trustee, or other nominee, you must follow the specific instructions provided to you by your broker, trustee, or other nominee to change or revoke any instructions you have already provided to your broker, trustee, or other nominee.
Attendance at the Annual Meeting, in and of itself, will not constitute a revocation of a proxy.
Costs of Proxy Solicitation
Atlanticus will bear the expense of preparing, printing and mailing this Proxy Statement and soliciting the proxies it is seeking. In addition to the use of the mails, proxies may be solicited by officers, directors and employees of Atlanticus, in person or by telephone, e-mail or facsimile transmission. Our officers, directors and employees will receive no additional compensation for any such solicitations. Atlanticus also will request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of the underlying shares as of the record date and will reimburse the cost of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly completing, signing and returning the enclosed proxy card will help to avoid additional expense.

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PROPOSAL ONE:
ELECTION OF DIRECTORS

Action will be taken at the Annual Meeting for the election of five directors. Each director elected at the Annual Meeting will serve until the 20172019 Annual Meeting or until his successor is elected and qualified. Proxies can be voted for only five nominees.
The Board of Directors has no reason to believe that any of the nominees for director will not be available to stand for election as director. However, if some unexpected occurrence should require the substitution by the Board of Directors of some other person or persons for any one or more of the nominees, the proxies may be voted in accordance with the discretion of the named proxies “FOR” such substitute nominees.
The name, age as of the record date, principal occupation for the last five years, selected biographical information and period of service as a director of Atlanticus of the nominees for election as directors are set forth below.
Nominees for Director
David G. Hanna, age 51.53. Chairman of the Board. Mr. Hanna has been the Chief Executive Officer of Atlanticus since its formation in 1996 and has been the Chairman of the Board since our initial public offering in 1999. Mr. Hanna has been in the consumer credit industry for over 2628 years. Since 1992, Mr. Hanna has served as President and a director of HBR Capital, Ltd., an administrative services firm, and since 2006, as President of Hanna Capital, LLC, an investment firm. Mr. Hanna’s role as a founder of Atlanticus provides the Board with considerable institutional knowledge and an important long-term perspective on the company and our industry as a whole.

Jeffrey A. Howard, age 46.48. Mr. Howard has been President of Atlanticus and a director since April 2014. Mr. Howard joined our subsidiary Atlanticus Services Corporation in 2001 and has served as Executive Managing Director of that subsidiary since 2010 and as Director of Corporate Development since 2001. His 1517 years with Atlanticus provide the Board with an intimate understanding of the company’s operations and insightful institutional knowledge. In addition to his 1517 years of experience in the consumer finance industry, Mr. Howard has significant experience in corporate development and mergers and acquisitions. This experience provides the Board with valuable insight into our industry and business strategy.

Deal W. Hudson, age 66.68. Dr. Hudson became a director in 2002. Since 2004, Dr. Hudson has been President of the Morley Institute, a religious and educational think tank, in Washington, D.C. From 1995 to 2010, he also was President of the Morley Publishing Group, a religious publishing company. Dr. Hudson’s leadership experience in the not-for-profit sector provides the Board with important insight in the areas of corporate responsibility and community affairs. Dr. Hudson helps the Board incorporate these considerations into its decision-making process.

Mack F. Mattingly, age 85.87. Senator Mattingly became a director in 1999. He was elected to the United States Senate from the State of Georgia and served from 1981 until 1987. While in the Senate, he was Chairman of the Military Construction Appropriations Subcommittee, the Legislative Branch Subcommittee and the Congressional Operations and Oversight Subcommittee, as well as a member of the Appropriations Committee, the Banking and Housing Committee, the Governmental Affairs Committee and the Joint Economic Committee. In 1987, President Ronald Reagan appointed him Assistant Secretary General for Defense Support for NATO in Brussels, Belgium. In 1988, he received the Secretary of


Defense Medal for Outstanding Public Service. In 1992, President George H. W. Bush appointed him

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Ambassador to the Republic of the Seychelles. Prior to serving in the Senate, Senator Mattingly worked 20 years for the IBM Corporation and served four years in the United States Air Force. Since 1993, Senator Mattingly has been a self-employed entrepreneur, speaker and author. Senator Mattingly’s experience in business and government provides the Board with valuable insight in the areas of governmental, regulatory and community affairs.
Thomas G. Rosencrants, age 66.68. Mr. Rosencrants became a director in 1999.  From 2000 to 2014, Mr. Rosencrants served as Chairman and Chief Executive Officer of Ravello Solutions, LLC, an insurance software company. In 2014, he became Chief Executive Officer of Cheyenne Holdings, LLC, a holding company. Since 1997, Mr. Rosencrants has been the Chief Executive Officer of Greystone Capital and Greystone Capital Group, LLC, an investment management and strategic advisory firm. Mr. Rosencrants also served as a member of the Board and Compensation Committee and as Chairman of the Audit Committee of Cambridge Display Technology, Inc. from 2006 until its sale in 2007. In addition, he is a Chartered Financial Analyst. Mr. Rosencrants provides the Board and Audit Committee with expertise in the areas of finance, financial reporting, accounting, corporate governance and risk management.

The Board of Directors recommends a vote “FOR ALL NOMINEES”
listed in Proposal One for election to the Board of Directors.


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PROPOSAL TWO:
APPROVAL OF THE ATLANTICUS HOLDINGS CORPORATION
SECOND AMENDED AND RESTATED 2014 EQUITY INCENTIVEEMPLOYEE STOCK PURCHASE PLAN

Background
On December 9, 1999, the Board of Directors of CompuCredit Corporation (now Atlanticus Services Corporation), which we refer to as “CompuCredit,” adopted, subject to shareholder approval, the CompuCredit Corporation Employee Stock Purchase Plan, which we refer to as the “Original ESPP.” CompuCredit’s shareholders approved the Original ESPP on May 2, 2000, as required by the Internal Revenue Code of 1986, as amended, which we refer to as the “Code.”
On March 20, 2014,6, 2008, the CompuCredit Board of Directors approved, subject to shareholder approval, the CompuCredit Corporation Amended and Restated Employee Stock Purchase Plan, which we refer to as the “First Amended ESPP.” CompuCredit’s shareholders approved the First Amended ESPP on May 8, 2008, as required by the Code.
On June 30, 2009, CompuCredit completed a holding company reorganization whereby (i) CompuCredit became a wholly owned subsidiary of Atlanticus and (ii) Atlanticus became the successor issuer to CompuCredit pursuant to Rule 12g-3 under the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act.” In connection with the reorganization: (i) each outstanding share of common stock of CompuCredit was converted automatically into one share of Atlanticus Common Stock, (ii) Atlanticus assumed the First Amended ESPP and all outstanding equity awards under the First Amended ESPP and (iii) each outstanding equity award assumed by Atlanticus under the First Amended ESPP became exercisable upon the same terms and conditions as were in effect immediately prior to the completion of the reorganization, except that all such equity awards now entitle the holder to acquire the Atlanticus Common Stock.
On March 8, 2018, our Board of Directors adopted, subject to shareholder approval, the Atlanticus Holdings Corporation 2014 Equity IncentiveSecond Amended and Restated Employee Stock Purchase Plan, which we refer to as the Original 2014 Plan in this Proxy Statement. Our shareholders approved“Second Amended ESPP.” The Second Amended ESPP increases the Original 2014 Plan on May 9, 2014. Our Boardnumber of Directors, on March 21, 2016, adopted, subject to shareholder approval, the Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan, which we refer to as the Restated 2014 Plan in this Proxy Statement. Messrs. David Hanna and Frank Hanna have indicated that they will vote in favorshares of this Proposal Two to approve the Restated 2014 Plan.
If the Restated 2014 Plan is approved by shareholders, it will replace the Original 2014 Plan. Outstanding awards under the Original 2014 Plan will continue to be governed by the terms of the Original 2014 Plan until exercised, expired or otherwise terminated or canceled, but no further equity awards will be granted under the Original 2014 Plan. At the time the Restated 2014 Plan was adopted by our Board of Directors, there were 453,600 shares of Common Stock available for issuance under the Original 2014 Plan.
Among other things, the Restated 2014 Plan (i) increases theSecond Amended ESPP by 100,000 shares. In addition, a number of shares of Common Stock available for issuance underminor technical updates were made to the Restated 2014 Plan by 1,000,000 shares, (ii) extends the term of the Restated 2014 Plan by approximately two years, (iii) provides for issuance of stock-based awards and dividend equivalents, (iv) includes individual limits on the amount of awards that can be granted to non-employee directors, (v) reduces the maximum number of shares of Common Stock available for equity awards by one for each share of Common Stock issued under the Restated 2014 Plan, except with respect to stock-settled stock appreciation rights which reduce the maximum number of shares of Common Stock available for equity awards by the greater of the number of shares of Common Stock actually issued or the number of shares of Common Stock to which the award was subject, (vi) provides that shares of Common Stock that are not issued or delivered to pay the exercise price or purchase price of any equity award or tendered or withheld to satisfy the minimum applicable tax withholding with respect to an equity award shall again be available for issuance under the Restated 2014 Plan, and (vii) provides that any equity award granted under the Restated 2014 Plan and/or shares of Common Stock or cash paid under the Restated 2014 Plan shall be subject to any Atlanticus compensation recoupment policy that may be in effect from time to time.plan. For more information, see “—Summary of the Restated 2014 Plan—Second Amended ESPP—Shares Subject to the Restated 2014 Plan,” “—Summary of the Restated 2014 Plan—Effective Date and Term of the Restated 2014 Plan,” “—Summary of the Restated 2014 Plan—Types of Equity Awards,” and “—Summary of the Restated 2014 Plan—Compensation Recoupment Policy”Second Amended ESPP” below.
The following is a summary of the material provisions of the Restated 2014 Plan.Second Amended ESPP. For a complete description, please read the Atlanticus Holdings Corporation Second Amended and Restated 2014 Equity IncentiveEmployee Stock Purchase Plan in its entirety, a copy of which is attached to this Proxy Statement as Appendix A and is incorporated herein by this reference.
Summaryofthe Restated 2014 PlanSecond Amended ESPP
Purpose.The purpose of the Restated 2014 PlanSecond Amended ESPP is to assistprovide a method pursuant to which eligible employees of Atlanticus and its “affiliates”designated subsidiaries (as defined in the Restated 2014 Plan)Second Amended ESPP) may acquire a proprietary interest in recruiting and retaining individuals with ability and initiative by enabling such personsAtlanticus through the purchase of Common Stock. The Second Amended ESPP is intended to participate in the future success of Atlanticus and its affiliates by associating

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their interests with those of Atlanticus and our shareholders. The Restated 2014 Plan provides for grants ofbe an “employee stock options, stock appreciation rights, restricted stock awards, restricted stock units, incentive awards, stock-based awards and dividend equivalents (which we refer to collectively as “equity awards”), subject to the restrictions described below, to our directors, employees, consultants and other service providers who have contributed significantly or can be expected to contribute significantly to the profits or growth of Atlanticus or any affiliate or if it is otherwise in the best interest of Atlanticus or any affiliate for such person or entity to participate in the Restated 2014 Plan.
Administration. The Restated 2014 Plan is administered by our Compensation Committee. Our Compensation Committee is comprised of not less than two non-employee members of Atlanticus’ Board of Directors who also constitute “outside directors”purchase plan” within the meaning of Section 162(m)423 of the Internal Revenue CodeCode.
Administration. The Second Amended ESPP is administered by the Compensation Committee of 1986, as amended (the “Code”), and “independent directors” under the rulesBoard of The Nasdaq Stock Market (“Nasdaq”).Directors. The Compensation Committee has the authority to make equity grants, impose restrictions on the equity grantsinterpret and determine those persons who are eligible to receive equity grants (not inconsistent with the provisions of the Restated 2014 Plan), as it may consider appropriate. The Compensation Committee also has the authority to make all other determinations necessary or advisable to administer the Restated 2014 Plan. The


plan in any manner it deems appropriate. Certain administrative functions can be delegated to AST Equity Plan Solutions, Inc. (or any other entity or individual) as the Compensation Committee may delegate to one or more officers of Atlanticus all or part of its authority and duties with respect to equity awards to individuals who are not (x) subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (y) “covered employees” under Section 162(m) of the Code.determine appropriate. The decisions and determinations of the Compensation Committee or its delegate(s) in the administration of the Restated 2014 Plan and on any other matters concerning the Restated 2014 PlanSecond Amended ESPP are conclusive and final.final with respect to all persons. Atlanticus generally will bear all expenses of administering the Restated 2014 Plan.
EligibilitySecond Amended ESPP, except the participants will pay for Participation. The following persons are eligible to participatethe shares purchased under the Second Amended ESPP and certain specified charges described in the Restated 2014 Plan: all directors (whether or not employees), employees, consultants and other service providers of Atlanticus or its affiliates, and any entity that is a wholly owned alter ego of any such person, who, in the sole discretion of the Compensation Committee, have contributed significantly or can be expected to contribute significantly to the profits or growth of Atlanticus or any affiliate or if it is otherwise in the best interest of Atlanticus or any affiliate for such person or entity to participate in the Restated 2014 Plan. However, incentive stock options may only be granted to employees of Atlanticus or its affiliates. There are five members of the Board of Directors and approximately 330 employees, consultants and other service providers of Atlanticus who would potentially be eligible to receive equity awards under the Restated 2014 Plan at this time, subject to being selected by the Compensation Committee, as described above. Since each director and executive officer is eligible to participate in the Restated 2014 Plan, each may be deemed to have a substantial interest in the outcome of this proposal. In determining which individuals shall receive grants of equity awards and the amount of such equity awards to be granted to any recipient, the Compensation Committee will take into consideration the nature of the services rendered by the recipient, the recipient’s potential contribution to the long-term success of Atlanticus and its affiliates and any other factors the Compensation Committee deems relevant.
Manner of Grants. Grants of equity awards shall be authorized by the Compensation Committee, which shall determine the amount of the equity award to be granted, the restrictions to be placed on the equity award and any other terms and conditions of the equity award.
Types of Equity Awards. The Restated 2014 Plan permits the grant of any or all of the following types of equity awards: (1) incentive and nonqualified stock options; (2) stock appreciation rights; (3) restricted stock; (4) restricted stock units; (5) stock or cash-based incentive awards; (6) other stock-based awards; and (7) dividend equivalents. Equity awards may be granted either alone or in addition to or in tandem with any other type of equity award.

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Stock Options.  Stock options entitle the holder to purchase a specified number of shares of Common Stock at a specified price, which is called the exercise price, subject to the terms and conditions of the option agreement. The Compensation Committee can award options intended to be incentive stock options or nonqualified stock options. Also, the Compensation Committee can specify other terms and conditions applicable to the options. Except for certain substitute grants made in connection with acquisition transactions and certain incentive stock option grants, the exercise price of stock options granted under the Restated 2014 Plan must be at least 100% of the fair market value of the Common Stock on the date of grant. However, with respect to an incentive stock option granted to a participant who beneficially owns more than 10% of the combined voting power of Atlanticus or any affiliate (determined by applying certain attribution rules), the exercise price must be at least 110% of the fair market value of the Common Stock on the date of grant. Each option will vest and become exercisable at such time or times as determined by the Compensation Committee consistent with the terms of the Restated 2014 Plan. In the case of incentive stock options, the aggregate fair market value (determined as of the date of grant) of Common Stock with respect to which an incentive stock option may become exercisable for the first time during any calendar year cannot exceed $100,000; if this limitation is exceeded, the incentive stock options which cause the limitation to be exceeded will be treated as nonqualified stock options.
Options may be exercised, in whole or in part, by payment in full of the exercise price in cash, check or wire transfer and/or one or a combination of the following forms of payment to the extent permitted by the Compensation Committee or set forth in an applicable option agreement: by the delivery of Common Stock already owned by the participant; by a broker-assisted cashless exercise; through a “net exercise” in which a portion of the in-the-money value of the option is used; or such other consideration as may be permitted by the Compensation Committee.
After termination of service with Atlanticus and its affiliates, a participant will be able to exercise his or her option for the period of time, if any, and on the terms and conditions determined by the Compensation Committee and stated in the option agreement.
Stock Appreciation Rights.  Stock appreciation rights, or “SARs,” may be granted alone (“freestanding”) or in tandem with an option award (“related option”). Except for certain substitute grants made in connection with acquisition transactions, the grant price of a freestanding SAR will be at least 100% of the fair market value of the Common Stock on the date of grant. The grant price of a tandem SAR will be equal to the exercise price of the related option. Upon exercise of a SAR, the holder is entitled to receive the excess of the then fair market value of the shares for which the right is exercised over the grant price of the SAR. Payment upon exercise of a SAR will be in cash, shares or some combination of cash and shares as determined by the Compensation Committee or set forth in the SAR agreement. The Compensation Committee may impose any conditions or restrictions on the exercise of a SAR as it deems appropriate. No participant may be granted SARs in tandem with incentive stock options that are first exercisable in any calendar year for shares of Common Stock having an aggregate fair market value (determined as of the date of grant) that exceeds $100,000. A tandem SAR may be exercised only to the extent that the related option is exercisable and the fair market value of the Common Stock upon exercise exceeds the exercise price of the related option. Any related option will no longer be exercisable to the extent the SAR has been exercised, and the related SAR will be canceled to the extent the related option has been exercised.
Restricted Stock Awards.A restricted stock award is the grant or sale of shares of Common Stock, which may be subject to forfeiture restrictions. The Compensation Committee will prescribe whether the restricted stock award is forfeitable and the conditions to which it is subject. If the participant must pay for a restricted stock award, payment of the award generally shall be made in cash or, if the agreement so

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provides, by surrendering shares of Common Stock, by means of a “net exercise” procedure or any other medium of payment. Prior to vesting and/or forfeiture, a participant will have all rights of a shareholder with respect to a restricted stock award, including the right to receive dividends and vote the underlying shares; provided, however, the participant may not transfer the shares. Atlanticus may retain custody of the certificates evidencing the shares until they are no longer forfeitable.
Restricted Stock Units. A Restricted Stock Unit, or “RSU,” entitles the participant to receive shares of Common Stock when certain conditions are met. The Compensation Committee will prescribe when the RSUs shall become payable. Atlanticus will pay the participant one share of Common Stock for each RSU that becomes earned and payable.
Incentive Awards.An incentive award entitles the participant to receive cash, Common Stock or a combination of each when certain conditions are met. The Compensation Committee will prescribe the terms and conditions of the incentive award.
Stock-Based Awards. A stock-based award is denoted or payable in, valued by reference to or otherwise based on shares of Common Stock and entitles the participant to receive cash, Common Stock or a combination of each when certain conditions are met. Cash awards, as an element of or supplement to another award, also may be granted. Shares of Common Stock also can be granted as a bonus, or in lieu of other obligations of Atlanticus or its affiliates. The Compensation Committee will prescribe the terms and conditions of a stock-based award.
Dividend Equivalents.A dividend equivalent entitles the participant to receive cash, Common Stock, other awards or a combination of these in value to all or a specified portion of dividends paid with respect to our Common Stock. No dividend equivalents, however, may be granted in connection with options, SARs or stock-based awards in the nature of purchase rights. The Compensation Committee will prescribe the terms and conditions of the dividend equivalents.Second Amended ESPP.
Shares Subject to the Restated 2014 Plan.Second Amended ESPP. The maximum numberFirst Amended ESPP provided for the issuance of 400,000 shares of Common Stock authorized for issuance under the Restated 2014 Plan isplan. As of the sum of (i) 1,453,600record date, approximately 394,275 shares of our Common Stock, plus (ii) the number of shares of Common Stock that are represented by outstanding awardshad been issued under the Original 2014 Plan on the effective dateplan. The approval of the Restated 2014 Plan that later become available because ofSecond Amended ESPP will increase the expiration or forfeiture of the award without the issuance of the underlying shares of Common Stock. No further awards will be granted under the Original 2014 Plan after the effective date of the Restated 2014 Plan. Through April 15, 2016, the Compensation Committee had granted awards that relate to 754,667 shares of Common Stock under the Restated 2014 Plan. In any calendar year, no participant may be granted options, SARs, restricted stock awards, RSUs, stock-based awards or dividend equivalents that are intended to constitute performance-based compensation under Section 162(m) of the Code, or any combination thereof that relate to more than 500,000 shares. In any calendar year, no participant may be granted an incentive award that is intended to constitute performance-based compensation under Section 162(m) of the Code (i) with reference to a specified dollar limit for more than $4 million (prorated up or down for performance periods greater or lesser than one year) or (ii) with reference to a specified number of shares of Common Stock for more than 500,000 shares. The limit in such a period for a member of our Board of Directors is 500,000 shares of our Common Stock. The limit for a member of our Board of Directors for any award stated with reference to a specific dollar amount is $1 million (prorated up or down for periods that are greater or lesser than one year). The maximum number of shares of Common Stock that may be issued pursuantunder the plan by 100,000 from 400,000 to equity awards, the individual calendar year limits on equity awards and the terms of outstanding equity awards will be adjusted as is equitably required in the discretion of the Compensation Committee in the event of (a) any payment of a stock dividend in respect of the Common Stock, (b) any recapitalization, reclassification, split-up or

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consolidation of or other change in the Common Stock, or (c) any exchange of the outstanding500,000. This proposed increase would serve to provide for additional shares of Common Stock in connection with a merger, consolidation or other reorganizationfor future purchases.
Eligibility for Participation. Employees of or involving Atlanticus or a sale by usand its designated subsidiaries who complete at least 30 days of all or a portion of our assets, for a different number or class ofcontinuous service generally are eligible to purchase shares of stock or other securitiesCommon Stock through the Second Amended ESPP, with certain exceptions. The Second Amended ESPP, however, is not available to any of the following employees of Atlanticus or forits designated subsidiaries:
any employee who, after giving effect to the purchase of any shares of stockCommon Stock under the Second Amended ESPP and certain attribution rules, would own 5% or other securitiesmore of any other corporation. Except as set forth above, our issuancethe total combined voting power or value of sharesall classes of stock of Atlanticus or any of its subsidiaries,
any employee if, within each calendar year in which the option or purchase right under the Second Amended ESPP is outstanding at any time, such option (together with any other options that have been granted to the employee under the Second Amended ESPP or any other stock purchase plan maintained by Atlanticus or any of its subsidiaries) would provide the employee with the right to purchase shares having a fair market value (as of the first day of the offering period) in excess of $25,000,
any employee who is an executive officer of Atlanticus and is “highly compensated” within the meaning of Code Section 414(q),
any other class or securities convertible into sharesgroup of stockemployees of Atlanticus or any subsidiary that the Compensation Committee of the Board of Directors may deem ineligible, so long as the exclusion of such class foror group does not violate applicable law or jeopardize the qualification of the Second Amended ESPP under Section 423 of the Code, and
any employee who makes a hardship withdrawal from a cash or propertydeferred arrangement established by Atlanticus or labor or services, shall not affect any equity award granted pursuantof its subsidiaries to the Restated 2014 Plan.extent required by Section 401(k) of the Code and related regulations.
If any equity awards expire
There are approximately 310 employees of Atlanticus and its designated subsidiaries who are eligible to participate in the Second Amended ESPP at this time.
Elections to Participate. An eligible employee may elect to participate in the Second Amended ESPP by filing with the Plan Administrator or are cancelled, terminatedits delegate, no later than ten business days before the month in which participation is to begin, a form authorizing automatic payroll deductions to be used for the purchase of shares under the Second Amended ESPP. Such form will continue in effect until the participant withdraws (or is deemed to withdraw) from the Second Amended ESPP, files a new authorization form or forfeitedbecomes ineligible to participate, or if sooner, when the Second Amended ESPP terminates. Payroll deductions from a participant’s compensation will be credited to a bookkeeping


account for any reason other than their exercise, vesting or payment,the participant for the purchase of shares. No interest will be paid on amounts credited to a participant’s account.
Purchases. Offerings under the Second Amended ESPP will be made each calendar month. On the first trading day of the month (the “Offering Commencement Date”), each participant will be granted an option to purchase, at the purchase price described below, a maximum number of shares equal to the payroll deductions allocated to the participant’s account during the month divided by 85% of the fair market value of the shares of Common Stock subject to such equity awardson the last trading day of the month (the “Offering Termination Date”). The option will again be available for issuance underexercised automatically on the Restated 2014 Plan. IfOffering Termination Date. No eligible employee may purchase in any calendar year shares of Common Stock are issued pursuantstock with a fair market value in excess of $10,000 determined at the applicable Offering Commencement Date of each month with the limit applicable to an equity award other than SARs,each month being the number of shares that shall be counted against the aggregate number of shares of Common Stock available for issuance shall beannual limit reduced by the number of shares of Common Stock actually issued in settlementpreviously purchased for the year using the fair market value of the equity award. Eachshares as of the Offering Commencement Date of the applicable month (excluding the value of any dividends earned on the shares purchased as well as any subsequent appreciation in the value of the stock after valuation as of the applicable Offering Commencement Date). The Compensation Committee may, in its discretion, change the length of future offering periods, provided it announces the change at least two days prior to the scheduled beginning of the first affected offering period, provided that the duration of an offering may not exceed 12 months.
Purchase Price for Shares. The purchase price per share covered underwill be 85% of the fair market value of a stock-settled SAR will reduceshare of Common Stock on the Offering Termination Date (the closing sales price for the Common Stock quoted on any established stock exchange and as reported in The Wall Street Journal as of the determination date) or, if established prior to commencement of the offering, such higher price established by the Compensation Committee.
Adjustments to Shares and Purchase Price. The number of shares available undersubscribed for and the Restated 2014 Plan by one even thoughpurchase price per share are subject to adjustment in the share is not actually issued upon settlementevent of the stock-settled SAR. Ifpayment of stock dividends or stock splits and certain other capital adjustments.
Withdrawal from Participation. A participant may elect to terminate his or her participation in the Second Amended ESPP at any time up to ten business days prior to an equity award is settledOffering Termination Date. Participants who timely elect to withdraw from the Second Amended ESPP or who terminate employment other than as a result of death or retirement before such ten day period shall receive in cash or a form other thanthe amounts allocated to their accounts, without interest, and no shares of Common Stock then the underlying shares withwill be purchased. With respect to which the equity award related shall not be counted against the aggregate numberparticipants who terminate employment during such ten day period and participants who terminate employment as a result of shares available for issuance under the Restated 2014 Plan; however, such underlying sharesdeath or retirement, their payroll deductions will be counted against the individual calendar year limits set forth above. Shares of Common Stock that are reacquired from any participantused to pay the exercise price or purchase price of any equity award or to satisfy the minimum applicable tax withholdings with respect to an equity award shall again be available for issuance under the Restated 2014 Plan. This treatment of awards also applies to any awards that were issued under the Original 2014 Plan and are outstanding on the effective date of the Restated 2014 Plan.
Notwithstanding the foregoing, the maximum number of shares of Common Stock that are available for issuance underon the Restated 2014 Plan will not be reducedOffering Termination Date. If a participant makes a hardship withdrawal from a cash or deferred arrangement established by (i) substitute awards with respect to our shares of Common Stock that are granted to participants who become employed with Atlanticus or its affiliatesany subsidiary and is thus prohibited from participating in connection with a corporate transaction or other appropriate event or (ii) awards with respectthe Second Amended ESPP for an offering period, the participant will be deemed to shares of our Common Stock that become available for grant under a shareholder-approved plan of an acquired company (subject in both cases to applicable stock exchange requirements).
Effective Date and Termhave withdrawn from the Second Amended ESPP as of the Restated 2014 Plan.time of such hardship withdrawal. Once a participant’s participation terminates in accordance with this paragraph, the employee may not again elect to participate until the first month at least one full calendar quarter after his or her withdrawal (but only if then eligible to participate).
Limits on Transferability. The Restated 2014 Plan became effective on March 21, 2016, the date of its adoption by the Board of Directors, subject to shareholder approval. Equity awards, other than restricted stock awards, may beDuring a participant’s lifetime, options granted under the Restated 2014 Plan after its adoption by the Board of Directors, provided that no equity award will become exercisable, non-forfeitable or payable unless the shareholders approve the Restated 2014 Plan within 12 months after its adoption by the Board of Directors. Restricted stock awardsSecond Amended ESPP may only be granted after the shareholders approve the Restated 2014 Plan. The Restated 2014 Plan, but not any outstanding grants, shall terminate on March 20, 2026, the tenth anniversary of the date the Restated 2014 Plan was adoptedexercised by the Board of Directors, subjectparticipant to earlier termination bywhom they were granted. Shares acquired under the Board of Directors. If the shareholders do not approve the Restated 2014 Plan, as described herein, the Original 2014 Plan shall continue in effect pursuant to its terms prior to this amendment and restatement.
Term of Equity Awards. No equity award shall be exercisable or become vested or payable more than ten years after the date of grant. An incentive stock option granted to a participant who beneficially owns more than 10% of the combined voting power of Atlanticus or any affiliate (determined by applying certain attribution rules) or a tandem SAR that relates to such an incentive stock optionSecond Amended ESPP may not be exercisable more than five years after the datesold, assigned, pledged or otherwise transferred or disposed of grant.

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Nontransferability. Generally, equity awards are not transferable other(other than by will or the laws of descent and distribution, and duringdistribution) for a period of 12 months after the lifetime ofdate on which the participant to whom the equity award is granted, the equity award may only be exercised by, or payable to, the participant. However, the Compensation Committee may provide that equity awards other than incentive stock options or a corresponding SAR that is related to an incentive stock option may be transferred by a participant to anyone in the class of transferees who may rely on a Form S-8 Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), to sell shares issuable upon exercise or payment ofwere purchased (or such equity awards. Any such transfer will be permitted only if (i) the participant does not receive any consideration for the transfer, (ii) the Compensation Committee expressly approves the transfer and (iii) the transfer is on such terms and conditions as are appropriate for the class of transferees who may rely on the Form S-8 Registration Statement. The holder of the transferred equity award will be bound by the same terms and conditions that governed the equity award during thelesser period that it was held by the participant, except that such transferee may only transfer the equity award by will or the laws of descent and distribution.
Change in Control. In the event of or in anticipation of a “Change in Control” (as defined in the Restated 2014 Plan), the Compensation Committee in its discretion may terminate outstanding equity awards by (i) giving the participants an opportunity to exercise the equity awards that are then exercisable and then terminating, without any payment, all equity awards that have not been exercised (including those that were not exercisable) or (ii) paying the participant the value of the equity awards that are then vested, exercisable or payable (without payment for any equity awards that are not then vested, exercisable or payable or that have no value). Alternatively, the Compensation Committee may take such other action as the Compensation Committee determines to be reasonable underdetermines).


Shares of Common Stock acquired after the circumstances to permit the participant to realize the value of the equity award. The Compensation Committee may provide that a participant’s outstanding equity awards become fully exercisable, non-forfeitabledeath or payable on and after a Change in Control date or immediately before the date the equity awards will be terminated in connection with a Change in Control. Equity awards willretirement are not be terminatedsubject to the extent they are to be continued after the Change in Control.12-month holding period.
Shareholder Rights. No participant shall have any rights as a shareholder of Atlanticus with respect to options or shares purchased under the Second Amended ESPP unless and until the participant’s equity award is settled by the issuanceshares of Common Stock (other than a restricted stock award or RSUs for which certain rights may be granted pursuant tohave been appropriately evidenced on the equity award agreement).books of Atlanticus.
Compliance With Applicable Law. Term of the Second Amended ESPPNo equity award. The Second Amended ESPP shall be exercisable, vested or payable except in compliance withterminate upon the sale of all applicable federal and state laws and regulations (including,shares authorized under the plan, unless terminated earlier by the Compensation Committee, including, without limitation, tax and securities laws), any listing agreementin connection with any stock exchange to which Atlanticus is a party, and the ruleschange in control of all domestic stock exchanges on which Atlanticus’ shares may be listed.Atlanticus.
Amendment and Termination of Restated 2014 Plan. the Second Amended ESPP. The Board of DirectorsSecond Amended ESPP may amend or terminate the Restated 2014 Plan at any time; provided, however, that no amendment may adversely impair the rights of a participant with respect to outstanding equity awards without the participant’s consent. An amendment will be contingent on approval of Atlanticus’ shareholders to the extent required by law,amended by the rules ofCompensation Committee in any stock exchange onway which Atlanticus’ securities are then traded or if theit deems advisable. However, any amendment that would (i) increase the benefits accruing to participants under the Restated 2014 Plan, including without limitation, any amendment to the Restated 2014 Plan or any agreement to permit a repricing or decrease in the exercise price or base value of any outstanding equity awards, (ii) increase the aggregate number of shares of Common Stock that may be issuedpurchased under the Restated 2014 Plan, (iii) modify the requirements as to eligibility for participation in the Restated 2014 PlanSecond Amended ESPP or (iv)(ii) change the stated performance conditions under which qualified performance-based equity awardsdesignation of the entities whose employees may be granted. Additionally, tooffered options under the extent the Board deems necessary to continue to comply with the performance-based exception to the deduction limits ofSecond Amended ESPP, in each case in a way that would require shareholder approval under Section 162(m)423 of the Code as described below,or other applicable law, may not become effective until shareholder approval is obtained. The Compensation Committee may terminate or suspend the Board will

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submit the material termsSecond Amended ESPP at any time, including without limitation in connection with a change in control of the stated performance goals to Atlanticus’ shareholders for approval no later than the first shareholder meeting that occurs in the fifth year following the year in which the shareholders previously approved the performance goals.
Forfeiture Provisions. Equity awards do not confer upon any individual any right to continue in the employ or service of Atlanticus or any affiliate. All rights to any equity award that a participant has will be forfeited immediately if the participant is discharged from employment or service for “cause” (as defined in the Restated 2014 Plan).Atlanticus.
Compensation Recoupment Policy.Governing Law. Awards granted under the Restated 2014 Plan are subject to Atlanticus’ compensation recoupment policy, if any, as such policy may be amended from time to time. Additionally, all rights to an equity award that a participant has will be forfeited immediately if the participant is discharged from employment or service for “cause” (as defined in the Restated 2014 Plan).
Miscellaneous Provisions. No right or interest of a participant in any equity award will be subject to any lien, obligation or liability of the participant. The laws of the State of Georgia govern the Restated 2014 Plan. The Restated 2014 Plan is unfunded, and Atlanticus does not intend to segregate any assets for grants of equity awards under the Restated 2014 Plan.Second Amended ESPP.
Federal Income Tax Consequences

We intend that the Second Amended ESPP qualify as an “employee stock purchase plan” under Code Section 423. The following is a brief summary ofdiscussion summarizes the U.S.material federal income tax consequences to us and the participating employees in connection with the Second Amended ESPP under existing applicable provisions of the Restated 2014 Plan generally applicableCode and the accompanying regulations. The discussion is general in nature and does not address issues relating to Atlanticus and to participants in the Restated 2014 Plan who are U.S. citizens.income tax circumstances of any individual employee. The summarydiscussion is based on the Code, applicable Treasury Regulations and administrative and judicial interpretations thereof, each asfederal income tax laws in effect on the date of this Proxy Statement and, therefore, is subject to possible future changes in the law, possibly with retroactive effect.law. The summary is general in nature and does not purport to be legal or tax advice. Furthermore, the summarydiscussion does not address issues relating to any U.S. gift or estate tax consequences or the consequences of any state, local or foreign tax laws.
Nonqualified Stock Options. A participant generally will not recognize taxable income upon
Under the Code, we are deemed to grant or vesting of a nonqualified stock option. Uponemployee participants in the exercise of a nonqualified stock option, a participant generally will recognize compensation taxable as ordinary income inSecond Amended ESPP an amount equal to the excess of the fair market value of the shares underlying the option“option” on the datefirst trading day of exercise over the option exercise price. When a participant sells the shares, the participant will have short-term or long-term capital gain or loss,each offering period to purchase as the case may be, equal to the difference between the amount the participant received from the sale and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the option exercise price plus any ordinary income the participant realized on exercise of the option.
Incentive Stock Options. A participant generally will not recognize taxable income upon the grant of an incentive stock option. If a participant exercises an incentive stock option during employment as an employee or within three months after his or her employment ends (12 months in the case of death or permanent and total disability), the participant will not recognize taxable income at the time of exercise for regular U.S. federal income tax purposes (although the participant generally will have taxable income for alternative minimum tax purposes at that time as if the option were a nonqualified stock option). If a participant sells or otherwise disposes of the shares acquired upon exercise of an incentive stock option after the later of (a) one year from the date the participant exercised the option and (b) two years from the grant date of the option, the participant generally will recognize long-term capital gain or loss equal to the difference between the amount the participant received in the disposition and the option exercise price. If a participant sells or otherwise disposes of shares acquired upon exercise of an incentive stock option

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before these holding period requirements are satisfied, the disposition will constitute a “disqualifying disposition,” and the participant generally will recognize taxable ordinary income in the year of disposition equal to the excess of the fair market value of the shares on the date of exercise over the option exercise price (or, if less, the excess of the amount realized on the disposition of the shares over the option exercise price). The balance of the participant’s gain on a disqualifying disposition, if any, will be taxed as short-term or long-term capital gain, as the case may be.
With respect to both nonqualified stock options and incentive stock options, special rules apply if a participant usesmany shares of Common Stock already held byas the participantemployee will be able to paypurchase with the exerciseamounts credited to his or her account during the offering period (subject to the limits set forth in the Second Amended ESPP). On the last trading day of each offering period, the purchase price is determined and the eligible employee is deemed to have exercised the “option” and purchased the number of shares of Common Stock his or ifher accumulated payroll deductions or cash payment to us will purchase at the shares received upon exercisepurchase price determined as of the option are subject to a substantial risklast trading day of forfeiture by the participant.
Stock Appreciation Rights. A participant generally will not recognize taxable income upon the grant or vesting of a SAR. Upon the exercise of a SAR, a participant generally will recognize compensation taxable as ordinary income in an amount equaloffering period (subject to the cash and/or the fair market value of the shares received on settlement of the SAR.
Restricted Stock Awards. A recipient of a restricted stock award generally will recognize compensation taxable as ordinary income when the shares cease to be subject to restrictions in an amount equal to the excess of the fair market value of the shares on the date the restrictions lapse over the amount, if any, paid by the participant with respect to the shares.
Instead of postponing the federal income tax consequences of a restricted stock award until the restrictions lapse, the participant may elect to recognize compensation taxable as ordinary incomelimits set forth in the Second Amended ESPP).

The required holding period for favorable tax treatment upon disposition of Common Stock acquired under the Second Amended ESPP is the later of (i) two years after the deemed “option” is granted (the first trading day of an offering period) and (ii) one year after the deemed “option” is exercised and the Common Stock is purchased (the last trading day of grantan offering period). If the Common Stock is disposed of after this period, the equity award in an amountemployee must determine whether the disposition otherwise triggers a gain or loss. Generally, the gain or loss on a disposition is equal to the fair market value of the sharesCommon Stock at the time of receiptthe disposition less the amount if any,originally paid by the employee for the shares. This election is made under Section 83(b) of the Code. A Section 83(b) election is made by filing a written notice with the Internal Revenue Service office with which the participant files his or her federal income tax return. The notice must be filed within 30 days of the date of grant of the restricted stock award for which the election is made and must meet certain technical requirements. The Section 83(b) election may only be made if expressly permitted by the agreement or by action of the committee that administers the Restated 2014 Plan.
Common Stock. If the participant makesemployee realizes a subsequentloss on the disposition of the restricted shares, Common Stock, then generally


the participantemployee will have short-term orrecognize a long-term capital loss. If the employee realizes a gain on the disposition of the Common Stock, then a portion of that gain will be treated as ordinary income and the balance generally will be treated as a long-term capital gain. The amount treated as ordinary income is the lesser of (a) the amount by which the fair market value of the Common Stock at the time the deemed “option” was granted exceeded the “option price” and (b) the amount by which the fair market value of the Common Stock at the time of the disposition exceeds the amount originally paid by the employee for the Common Stock. The “option price,” for this purpose, is equal to 85% of the fair market value of the Common Stock on the first day of the offering period.

If an employee sells the Common Stock before the expiration of the required holding periods, then the tax treatment depends on whether the employee would otherwise realize a gain or loss on the disposition, as described above. If the case may be, equalemployee would otherwise realize a loss on the disposition of the Common Stock, then the employee is nonetheless required to recognize ordinary income to the extent of the difference between the amount the participant received from the sale and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the amount, if any,originally paid by the participant with respect to the shares, plus the amount of taxable ordinary income recognized by the participant either at the time the restrictions lapse or at the time of the Section 83(b) election, as the case may be. If the participant forfeits the shares to Atlanticus (e.g., upon the participant’s termination prior to expiration of the restriction period), the participant may be able to claim a short-term or long-term capital loss, as the case may be, as a result of the forfeiture equal to the amount the participant paidemployee for the shares.
Any dividends paid with respect to shares of restricted stock generally will be compensation taxable as ordinary income to the participant at the time the dividends are received.
Incentive Awards, RSUs, Stock-Based Awards and Dividend Equivalents. A participant generally will not recognize taxable income upon the grant of incentive awards, RSUs, stock-based awards or dividend equivalents. Upon the distribution of cash, shares or other property to a participant pursuant to the terms of the award, the participant generally will recognize compensation taxable as ordinary income equal to the sum of the cashCommon Stock and the fair market value of any otherthe Common Stock issued or paidat the date the option was exercised (the last trading day of an offering period). The employee is then required to increase the participant pursuant to the termstax basis of the equity award.

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Tax Consequences to Atlanticus. InCommon Stock by the foregoing cases, weamount of ordinary income so recognized and take a correspondingly larger capital loss as a result (short-term if held for one year or less). If the employee realizes a gain on the disposition of the Common Stock, then it generally will be entitledtreated as ordinary income to a deductionthe extent the fair market value of the Common Stock at the same timedate the option was exercised exceeds the amount paid for the Common Stock and in the same amountrest will be treated as capital gain (short-term if held for one year or less).

Even though an employee who meets the requisite holding periods must treat part of his or her gain on a participant recognizesdisposition of the Common Stock as ordinary income, subject to certain limitations imposed underwe may not take a business deduction for such amount.

However, if an employee disposes of Common Stock before the Code.
Tax Withholding. We are authorized to deduct or withhold from any equity award granted or payment due underend of the Restated 2014 Plan, or require a participant to remit to us,requisite holding period, the amount of any withholding taxes due in respect ofincome that the equity award or payment and to take such other actionemployee must report as may be necessary to satisfy all obligationsordinary income qualifies as a business deduction for us for the paymentyear of applicable withholding taxes. We are not required to issue anysuch disposition.

An employee who dies holding shares of Common Stock or otherwise settle an equity awardacquired under the Restated 2014Second Amended ESPP recognizes ordinary income as if the employee sold the shares at the date of death at their then fair market value.

New Plan until all tax withholding obligations are satisfied.Benefits
Certain Additional Tax Consequences. We intend that equity awardsParticipation in the Second Amended ESPP is voluntary. Therefore, options granted under the Restated 2014 Plan comply with, or otherwise be exempt from, Section 409A of the Code but make no representation or warranty to that effect. In addition, under Section 162(m) of the Code, compensation in excess of $1 million paid in any one year to our chief executive officer or any of our other three highest paid officers (other than the chief executive officer and the chief financial officer) will not be deductible for federal income tax purposes unless the compensation is considered “qualified performance-based compensation” under Section 162(m) of the Code (or another exemption is met). To qualify as performance-based compensation under Section 162(m) of the Code, the material terms of the performance goals under which the compensation may be paid must be disclosed to and approved by a majority vote of our shareholders. Accordingly, shareholder reapproval of the material terms of the performance goals under the Restated 2014 Plan is necessary for Atlanticus to be able to design equity awards thatSecond Amended ESPP are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code which may be exempt from the $1 million deduction limit of Section 162(m) of the Code.
Nevertheless, the rules and regulations promulgated under Section 162(m) of the Code are complicated and subject to change from time-to-time, sometimes with retroactive effect. There can be no guarantee, therefore, that amounts potentially subject to the Section 162(m) limitation will be treated byelections of eligible participants and the Internal Revenue Service as qualified performance-based compensationmaximum individual limits provided under Section 162(m)the plan. As discussed above in greater detail under “Proposal Two: Approval of the Code and/or deductible by Atlanticus. Under theAtlanticus Holdings Corporation Second Amended and Restated 2014 Plan, options and SARs, and certain other equity awards which are conditioned upon achievement of pre-established performance goals, may qualify as “qualified performance-based compensation.” A number of requirements must be met in order for any particular compensation to qualify for the exception, such that there can be no assurance that equity awards that are intended to constitute qualified performance-based compensation under the Restated 2014 Plan will be fully deductible under all circumstances. In addition, other equity awards under the Restated 2014 Plan, such as nonperformance-based restricted stock, RSUs, incentive awards, stock-based awards and dividend equivalents, generally will not qualify for the exception under Section 162(m)Employee Stock Purchase Plan—Summary of the Code, so that compensation paid to our chief executiveSecond Amended ESPP—Eligibility for Participation,” only non-executive officer and/or three other highest paid officers (other than the chief executive officer and the chief financial officer) may, to the extent it and any other compensation subject to the Section 162(m) deduction limit exceed $1 million in any given taxable year, not be deductible as a result of Section 162(m) of the Code. Compensation of certain employees resulting from vesting of equity awards in connection with a Change in Control, or termination upon settlement following a Change in Control, also may be non-deductible under Section 280G of the Code and subject to additional excise taxes under Section 4999 of the Code.
Section 162(m) and the Material Terms of the Performance Goals
Section 162(m) of the Code imposes an annual deduction limit of $1 million on the amount of compensation paid to each of the chief executive officer and the three other highest compensated officers (other than the chief executive officer and the chief financial officer). The deduction limit does not apply

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to qualified performance-based compensation that satisfies the requirements of Section 162(m) of the Code. The requirements of Section 162(m) of the Code for qualified performance-based compensation include shareholder approval of the material terms of the performance goals under which the compensation may be paid. The material terms of the performance goals include (1) the employeesare eligible to receive the compensation upon attainment of the performance goals, (2) the business criteria on which the performance goals may be based, and (3) the maximum amount of compensation that can become payable to an employee upon attainment of the performance goals.
Equity awards (other than options and SARs) granted to certain senior executives of Atlanticus will, if the Compensation Committee intends for such equity award to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, become earned and payable only if certain pre-established performance goals are achieved during the specified performance period, as determined by the Compensation Committee and set forthparticipate in the equity award agreement. The Compensation Committee may adjustSecond Amended ESPP. As of December 31, 2017, the amount payable pursuant to a qualified performance-based equity award downward but not upward. Section 162(m)First Amended ESPP had 9,092 shares of the Code also requires that the Compensation Committee certify in writing that the performance goals were achieved before the qualified performance-based compensation is paid.
Equity awards under the Restated 2014 Plan may be subject to the satisfaction of one or more performance goals. Performance goalsCommon Stock reserved for equity awards are determined by the Compensation Committee and are designed to support Atlanticus’ business strategy and align executives’ and directors’ interests with shareholder interests. Performance goals can be based on one or more of the following business criteria: (a) revenue (b) earnings before interest, taxes, depreciation and amortization (“EBITDA”), (c) cash earnings (earnings before amortization of intangibles), (d) operating income, (e) pre-or after-tax income, (f) earnings per share, (g) cash flow, (h) net cash flow per share, (i) net earnings, (j) return on equity, (k) return on capital, (l) return on sales, (m) return on net assets employed, (n) return on assets, (o) economic value added (or an equivalent metric), (p) share price performance, (q) total shareholder return, (r) improvement in or attainment of expense levels, (s) improvement in or attainment of working capital levels, (t) shareholder value, (u) cash flow from operations, (v) cost reductions, (w) cost ratios, (x) return on capital compared to cost of capital, (y) return on capital employed, (z) cash return on capitalization, (aa) revenue ratios, (bb) return on invested capital, (cc) net income, (dd) value-added profits, (ee) managed income and (ff) market share. Performance goals may be determined in accordance with U.S. generally accepted accounting principles, whichfuture issuance thereunder. In 2017, we refer to as “GAAP,” or adjusted to include or exclude any items otherwise includable or excludable under GAAP.
Achievement of the goals may be measured:
individually, alternatively, or in any combination;
with respect to Atlanticus, an affiliate, one or more divisions, one or more business units, or any combination of the foregoing;
with respect to a specific customer or group of customers or geographic region;
on an absolute basis or relative to a target, to a designated comparison group, to results in other periods, or to other external measures;
based upon an increase or positive result or maintaining the status quo or limiting losses; and
including or excluding items determined to be extraordinary, unusual in nature, infrequent in occurrence, non-recurring, related to the acquisition or disposal of a business, related to unanticipated write-downs or impairment charges, litigation or settlements thereof, foreign exchange gains or losses, or related to a change in tax law or accounting principle.



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Past and Future Awards
Through April 15, 2016, the Compensation Committee had granted awards that relate to 754,667issued 16,954 shares of Common Stock under the Restated 2014 Plan. Any future equity awards under the Restated 2014 Plan will be made at the discretion of the Compensation Committee. Consequently, we cannot determine, with respect to any particular person or group, the number or value of the equity awardsFirst Amended ESPP. The benefits that will be granted inawarded or paid under the future pursuantSecond Amended ESPP are not currently determinable, and will vary depending on the level of participation by each individual participant, subject to the Restated 2014 Plan. Notwithstanding the foregoing, as indicated above, no individual may be granted an equity award that is intended to constitute performance-based compensation under Section 162(m) of the Code that relates to more than 500,000 shares of Common Stock during any calendar year.limitations described above. For sake of example, the following table provides information about equity awards granted byparticipation in the Compensation Committee under the Original 2014 PlanFirst Amended ESPP in 2015.2017.


Name and Position 
Dollar Value of Grants (1)
 Number of Shares Granted
David G. Hanna, Chief Executive Officer
 — —
Jeffrey A. Howard, President
 — —
William R. McCamey, Chief Financial Officer
 $228,000 100,000
Executive Group $228,000 100,000
Non-Executive Director Group $234,000 90,000
Non-Executive Officer Employee Group $69,804 29,900

__________________
(1)Name and PositionReflects the aggregate grant date fair value
Number of each stock and option award, which was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718. The grant date fair value for each stock award was determined by reference to the closing price
Shares of the Common Stock onPurchased under the grant date. The grant date fair value for each option award was determined by an option pricing model that utilizes the closing price of the Common Stock on the grant date, a weighted average volatility of 69.1% and an expected term of five years. For additional information, see Note 14 “Stock-Based Compensation” to the consolidated financial statements in our Annual Report on Form 10-K, which was filed with the SEC on March 30, 2016.First Amended ESPP
David G. Hanna, Chief Executive Officer
—
Jeffrey A. Howard, President
—
William R. McCamey, Chief Financial Officer
—
Executive Group—
Non-Executive Director Group—
Non-Executive Officer Employee Group16,954

Other Information
The closing price of our Common Stock on Nasdaq on the record date was $3.09.$2.22.

The Board of Directors recommends a vote “FOR”
approval of the Atlanticus Holdings Corporation
Second Amended and Restated 2014 Equity IncentiveEmployee Stock Purchase Plan.


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PROPOSAL THREE:
ADVISORY VOTE ON COMPENSATION OF
NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)

Proposed Advisory Resolution of Shareholders
At the Annual Meeting, shareholders will be given the opportunity to vote on the following advisory resolution:
RESOLVED, that the shareholders of Atlanticus Holdings Corporation hereby approve, on an advisory basis, the compensation of the company’s named executive officers, as disclosed in the company’s Proxy Statement for the 2016 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Summary Compensation Table and the other related tables and disclosure.
References in this Proxy Statement to “named executive officers” refer to David G. Hanna, Jeffrey A. Howard and William R. McCamey. For information regarding the compensation of Atlanticus’ named executive officers, see “Executive and Director Compensation.”
Background on Proposal
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and related SEC rules, shareholders are being given the opportunity to vote at the Annual Meeting on this advisory resolution regarding the compensation of our named executive officers (commonly referred to as “say-on-pay”). Our executive compensation programs are designed to attract, motivate and retain our named executive officers, who are critical to our success, and to reward our named executive officers for the achievement of short-term and long-term strategic and operational goals and the achievement of increased total shareholder return. We seek to align closely the interests of our named executive officers with the interests of our shareholders, and our Compensation Committee regularly reviews named executive officer compensation to ensure such compensation is consistent with our goals.
At our Annual Meeting of Shareholders in 2013, our shareholders approved a three year frequency for say-on-pay proposals. We expect to hold the next say-on-pay proposal at our Annual Meeting of Shareholders in 2019.
Effects of Advisory Vote
Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to our named executive officers and will not be binding on the Board or the Compensation Committee. However, the Compensation Committee and the Board will consider the outcome of the vote when making future executive compensation decisions.
The Board recommends a vote “FOR” approval of the resolution set forth above
regarding the compensation of our named executive officers.

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EXECUTIVE OFFICERS OF ATLANTICUS


Our executive officers are elected annually and serve at the pleasure of the Board of Directors. The following sets forth certainthe name, age as of the record date, position(s) with Atlanticus and selected biographical information with respect tofor our executive officers. The biographies of Messrs. Hanna and Howard are provided above under “Proposal One: Election of Directors.”
Name Age Position
David G. Hanna 5153 Chief Executive Officer and Chairman of the Board
Jeffrey A. Howard 4648 President and Director
William R. McCamey 4648 Chief Financial Officer
Richard W. Gilbert 6264 Chief Operating Officer

William R. McCamey, Chief Financial Officer. Mr. McCamey became Chief Financial Officer in January 2014; he served as Treasurer from the time he joined Atlanticus in 2004 to 2015. Mr. McCamey has over 22 years24 years’ experience in capital markets and finance.

Richard W. Gilbert, Chief Operating Officer. Mr. Gilbert has been the Chief Operating Officer of Atlanticus since its formation in 1996. He also served as a director from 1999 to 2011, and was Vice Chairman of the Board from 2000 to 2011. Mr. Gilbert has over 37 years39 years’ experience in the consumer credit industry.


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CORPORATE GOVERNANCE


We have established corporate governance practices designed to serve the best interests of Atlanticus and our shareholders. We are in compliance with the current corporate governance requirements imposed by the rules and regulations of the SEC and the listing standards of Nasdaq. Our current Code of Business Conduct and Ethics and charters for the standing committees of the Board of Directors are available on our corporate website at www.atlanticus.com under the heading “For Investors.”

Set forth below is information regarding the meetings of the Board of Directors during 2015,2017, a description of the Board’s standing committees and additional information about our corporate governance policies and procedures.

Committees and Meetings of the Board of Directors

Board Composition. The size of our Board is currently fixed at five directors. The current members of the Board of Directors are David G. Hanna, Jeffrey A. Howard, Deal W. Hudson, Mack F. Mattingly and Thomas G. Rosencrants. The Board has determined that the following directors are independent in accordance with the Nasdaq and SEC rules governing director independence: Deal W. Hudson, Mack F. Mattingly and Thomas G. Rosencrants.

Meetings of the Board of Directors. During fiscal year 2015,2017, the Board of Directors met four times. During that period, each of the incumbent directors attended at least 75% of the aggregate number of meetings held by the Board and by each of the committees on which such director served.

Board Committees. Our Board of Directors currently has three standing committees: the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. The principal functions and the names of the directors currently serving as members of each of those committees are set forth below. In accordance with applicable Nasdaq and SEC requirements, the Board of Directors has determined that each director serving on the Audit, Compensation, and Nominating and Corporate Governance committees is an independent director.

Audit Committee. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to our financial matters. The Audit Committee operates under a written charter, a copy of which is available on our website at www.atlanticus.com under the heading “For Investors.” Under the charter, the committee’s principal responsibilities include oversight of the effectiveness of our accounting, auditing and financial reporting processes; the integrity of our financial statements; the effectiveness of our internal controls, policies and procedures for managing and assessing risk and promoting compliance with accounting standards and applicable legal and regulatory requirements; and the appointment, compensation and evaluation of the qualifications and independence of our independent registered accounting firm.

The Audit Committee met eight times during 2015.2017. The current members of the Audit Committee are Thomas G. Rosencrants (Chairman), Deal W. Hudson and Mack F. Mattingly. The Board of Directors has determined that Mr. Rosencrants is an “audit committee financial expert,” as that term is defined in SEC rules.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee assists the Board in identifying qualified director candidates and developing and monitoring our corporate governance policies. The Nominating and Corporate Governance


Committee operates under a written charter, a copy of which is available on our website at

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www.atlanticus.com under the heading “For Investors.” Under the charter, the committee’s principal responsibilities include identifying individuals qualified to become members of the Board of Directors and recommending candidates for re-election as directors; monitoring and recommending corporate governance and other Board and company practices; and overseeing performance reviews of the Board of Directors as a whole, its committees and the individual directors.

With respect to the identification of nominee candidates, the Nominating and Corporate Governance Committee has opted against developing a formalized process. For more information, see “—Corporate Governance Policies—Policy for Consideration of Director Candidates Recommended by Shareholders.” Similarly, with respect to the evaluation of director nominee candidates by the Nominating and Corporate Governance Committee, the committee has opted against adopting formal requirements or minimum standards regarding the evaluation of potential directors. Rather, the committee will consider each candidate on his or her own merits on a case-by-case basis. However, in evaluating candidates, there are a number of factors that the committee generally views as relevant and is likely to consider. Some of these factors include the candidates’:

integrity and reputation;
professional experience, particularly experience that is germane to our business, such as credit services, risk management, legal, human resources, finance, marketing, and regulatory experience;
ability to qualify as an “audit committee financial expert” (as defined in SEC rules);
experience in serving on other boards of directors or in the senior management of companies that have faced issues generally of the level of sophistication that we face;
contribution to diversity on the Board of Directors;
ability to work collegially with others;
availability and the ability to attend meetings in person; and
current membership on our Board of Directors due to the fact that the Board values continuity (but not entrenchment).

The Nominating and Corporate Governance Committee does not assign a particular weight to the individual factors. Similarly, the committee does not expect to see all (or even more than a few) of these factors in any individual candidate. Rather, the committee looks for a mix of factors that, when considered along with the experience and credentials of the other candidates and existing Board members, will provide shareholders with a diverse and experienced Board of Directors.

The Nominating and Corporate Governance Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the committee members consider and discuss diversity, among other factors, with a view toward the needs of the Board of Directors as a whole. The committee members generally conceptualize diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities or attributes that contribute to board heterogeneity, when identifying and recommending director nominees. The Nominating and Corporate Governance Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the committee’s goal of creating a Board of Directors that best serves the needs of the company and the interest of its shareholders.


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The Nominating and Corporate Governance Committee met four times during 2015.2017. The current members of the Nominating and Corporate Governance Committee are Deal W. Hudson (Chairman), Mack F. Mattingly and Thomas G. Rosencrants.

Compensation Committee. The Compensation Committee has the primary authority to determine our compensation philosophy and to establish compensation for our executive officers and directors. The Compensation Committee operates under a written charter, a copy of which is available on our website at www.atlanticus.com under the heading “For Investors.” Under the charter, the committee’s principal responsibilities include determining our compensation philosophy; evaluating our Chief Executive Officer’s performance and determining his compensation; determining and approving the compensation of all other executive officers; reviewing and approving director compensation; administering our incentive compensation plans and equity-based plans; reviewing and approving employment agreements and severance arrangements for our executive officers; reviewing our incentive compensation arrangements to determine whether they encourage excessive risk-taking; reviewing and recommending the frequency of say-on-pay votes; and reporting regularly to the Board.
The Compensation Committee met foursix times during 2015.2017. The current members of the Compensation Committee are Mack F. Mattingly (Chairman), Deal W. Hudson and Thomas G. Rosencrants. For more information on the Compensation Committee, see “—Corporate Governance Policies—Consideration and Determination of Executive and Director Compensation.”
Corporate Governance Policies

In addition to corporate governance matters described throughout this Proxy Statement, some additional information about our corporate governance policies and procedures is set forth below:

Code of Ethics. Our Code of Business Conduct and Ethics, which we refer to as the “Code of Ethics,” applies to all of our directors, executive officers and employees. The Code of Ethics is available on our website at www.atlanticus.com under the heading “For Investors.” We intend to disclose any amendments to our Code of Ethics, and any waiver from a provision of the Code of Ethics granted to our Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, on our website within four business days following such amendment or waiver.

Risk Management. Atlanticus’ management is responsible for day-to-day risk management of the company. Management reports to the Board of Directors on the material risks the company faces when management determines that the company’s risk profile materially changes. The Board of Directors uses management’s reports to evaluate the company’s exposure to risks in light of the company’s business plan and growth strategies. The Board of Directors primarily focuses on risks in the areas of operations, liquidity, regulatory changes and compliance, which the Board of Directors believes are the areas most likely to have a potential impact on the company in a material way.

Executive Sessions of Independent Directors. The Board of Directors has scheduled regular executive sessions of our independent directors. At executive sessions, our independent directors meet without management or any non-independent directors present. The Board believes that executive sessions foster open and frank communication among the independent directors, which will ultimately add to the effectiveness of the Board, as a whole.


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Consideration and Determination of Executive and Director Compensation. The Compensation Committee has the primary authority to determine our compensation philosophy and to establish compensation for our executive officers and directors. In establishing executive officer compensation, the Compensation Committee uses its subjective evaluation of the executives’ performance and responsibilities, our overall performance and the Chief Executive Officer’s recommendations. The Compensation Committee has not used any compensation consultant in setting executive salaries, or in determining other components of executive compensation, nor does it seek formally to benchmark the compensation of our executive officers against compensation paid by other companies to their executives.

Management plays a significant role in the executive compensation-setting process. The most significant aspects of management’s role are:

evaluating employee performance;
preparing information for Compensation Committee meetings;
establishing business performance targets and objectives;
providing background information regarding Atlanticus’ strategic objectives; and
recommending salary levels and equity awards.

From time to time, the Compensation Committee invites members of management, including Mr. Hanna and Mr. Rohit Kirpalani, our General Counsel, to attend all or a portion of its meetings. Typically, Mr. Hanna reviews the performance of senior management and makes recommendations on compensation levels. Mr. Kirpalani advises the committee on legal matters and prepares documents for the committee’s consideration. In addition, these officers answer questions posed by the committee.

In the past, the Compensation Committee has authorized Mr. Hanna to negotiate employment agreements with executive officers (other than himself). The negotiated employment agreements are subject to review and approval by the Compensation Committee. Also, the Compensation Committee may delegate to one or more officers of Atlanticus all or part of its authority and duties with respect to equity awards to individuals who are not (x) subject to Section 16 of the Exchange Act, or (y) if the equity award qualifies under the special transition rule under the Tax Cuts and Jobs Act of 2017 (the “TCJA”), “covered employees” under Section 162(m) of the Code.Code as in effect prior to the TCJA.

Our Compensation Committee annually reviews and approves compensation for our independent directors. Generally, the Compensation Committee sets director compensation at a level that is intended to provide an incentive for current directors to continue in their roles and for new directors to join our Board of Directors. In determining director compensation, the Compensation Committee considers the legal responsibilities that directors owe Atlanticus and its shareholders in connection with their service on the Board and committees of the Board, and the risks to directors associated with their service.

Risk Management related to Compensation Policies and Practices. We do not believe that our compensation policies and practices encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on Atlanticus. The design of our compensation policies and practices encourages our employees to remain focused on both our short- and long-term goals. For example, while our cash bonus plans measure performance on an annual basis, our equity awards typically vest over a number of years, which we believe encourages our employees to focus on sustained stock price appreciation, thus limiting the potential value of excessive risk-taking.



Committee Authority to Retain Independent Advisors. Each of the Audit Committee and the Nominating and Corporate Governance Committee has the authority to retain independent advisors and consultants, with all fees and expenses paid by Atlanticus.

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Board Leadership Structure. David G. Hanna has served in the combined roles of Chairman and Chief Executive Officer since our initial public offering in 1999. Mr. Hanna’sHanna��s combined service as Chairman and Chief Executive Officer creates unified leadership for Atlanticus. This leadership structure demonstrates to our business partners and shareholders that Atlanticus is under strong leadership and minimizes the potential duplication of efforts among management and the directors. The Board of Directors does not have a lead independent director and does not believe that one is necessary in light of Atlanticus’ size and the lengthy experience the directors have working with Mr. Hanna. The Board of Directors believes its leadership structure allows Atlanticus to operate efficiently and is in the best interests of the company and its shareholders.

Whistleblower Procedures. The Audit Committee has established procedures for the treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for confidential and anonymous submission by our employees of concerns regarding questionable accounting, internal accounting controls or auditing matters.
No Executive Loans. We do not extend loans to executive officers or directors, and we have no such loans outstanding.

Policy for Director Attendance at Annual Meetings. It is the policy of Atlanticus and our Board of Directors that all directors attend the Annual Meeting of Shareholders and be available for questions from shareholders, except in the case of unavoidable conflicts. FourAll of our five directors attended our 20152017 Annual Meeting of Shareholders.

Process for Shareholders to Send Communications to the Board. We encourage shareholder communication with the Board of Directors. Any shareholder who wishes to communicate with the Board or with any particular director, including any independent director, may send a letter to the Secretary of Atlanticus at our principal executive offices. Any communication should indicate that you are an Atlanticus shareholder and clearly specify whether it is intended to be delivered to the entire Board or to one or more particular director(s).

Policy for Consideration of Director Candidates Recommended by Shareholders. We welcome recommendations for director candidates from shareholders. In order to make a recommendation, a shareholder should submit the following information to the Nominating and Corporate Governance Committee of the Board of Directors:

a resume for the candidate detailing the candidate’s work experience and academic credentials;
written confirmation from the candidate that he or she (1) would like to be considered as a candidate and would serve if nominated and elected, (2) consents to the disclosure of his or her name, (3) has read our Code of Ethics and that during the prior three years has not engaged in any conduct that, had he or she been a director, would have violated the Code of Ethics or required a waiver, (4) is, or is not, “independent” as that term is defined by Nasdaq and SEC rules, and (5) has no plans to change or influence the control of Atlanticus;
the name of the recommending shareholder as it appears in our books, the number of shares of Common Stock that is owned by the shareholder and written confirmation that the shareholder consents to the disclosure of his or her name (if the recommending person is not a shareholder of record, he or she should provide proof of share ownership);


personal and professional references, including contact information; and
any other information relating to the candidate required to be disclosed in a proxy statement for election of directors under Regulation 14A of the Exchange Act.

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This information should be sent to the Nominating and Corporate Governance Committee, c/o Rohit H. Kirpalani, Secretary at our principal executive offices, who will forward it to the chairperson of the committee. The committee does not necessarily respond to shareholder recommendations.


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REPORT OF THE AUDIT COMMITTEE

Notwithstanding anything to the contrary set forth in any of Atlanticus’ filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate by reference this Proxy Statement, in whole or in part, the following report shall not be incorporated by reference into any such filings.
The Audit Committee of the Board of Directors is composed of three directors and operates under a written charter adopted by the Board of Directors, a copy of which is available on our website at www.atlanticus.com under the heading “For Investors.” The members of the committee meet the independence requirements of SEC rules and Nasdaq listing standards.

Management is responsible for Atlanticus’ internal controls, financial reporting process and compliance with laws, regulations and ethical business standards. The independent registered accounting firm is responsible for performing an independent audit of Atlanticus’ consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes and to report its findings to the Board of Directors. The Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered accounting firm, nor can the committee certify that the independent registered accounting firm is “independent” under applicable rules. The committee serves a board-level oversight role, in which it provides advice, counsel and direction to management and the independent registered accounting firm on the basis of the information it receives, discussions with management and the independent registered accounting firm and the experience of the committee’s members in business, financial and accounting matters.

In this context, the Audit Committee has met and held discussions with management and the independent registered accounting firm. Management represented to the Audit Committee that Atlanticus’ audited consolidated financial statements were prepared in accordance with GAAP, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered accounting firm. The Audit Committee discussed with the independent registered accounting firm matters required to be discussed by applicable audit standards adopted by the PCAOB.

Atlanticus’ independent registered accounting firm also provided to the Audit Committee the written disclosures and letter required by applicable requirements of the PCAOB regarding that firm’s independence, and the Audit Committee discussed with the independent registered accounting firm that firm’s independence.

Based upon the Audit Committee’s discussions with management and the independent registered accounting firm and the Audit Committee’s review of the representation of management and the report of the independent registered accounting firm to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in Atlanticus’ Annual Report on Form 10-K for the year ended December 31, 2015,2017, filed with the SEC.

Thomas G. Rosencrants, Chairman
Deal W. Hudson
Mack F. Mattingly


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AUDITOR FEES

The Audit Committee has selected BDO USA, LLP (“BDO”) to serve as our independent registered accounting firm for the fiscal year ending December 31, 2016.2018. We first engaged BDO in 2002 on the recommendation of the Audit Committee, and it has served as our principal accounting firm since that date. A representative of BDO is expected to be present at the 20162018 Annual Meeting of Shareholders and will be available to respond to appropriate questions. The representative also will have an opportunity to make a statement if he or she desires to do so. Approval of our accounting firm is not a matter required to be submitted to the shareholders.

Audit Fees. The aggregate fees billed by BDO for professional services rendered for the audit of our annual consolidated financial statements included in our Annual Report on Form 10-K and the reviews of the consolidated financial statements included in our quarterly reports on Form 10-Q totaled $445,312$464,611 for the fiscal year ended December 31, 20152017 and $466,219$434,416 for the fiscal year ended December 31, 2014.2016.

Audit-Related Fees. The aggregate fees billed by BDO related to assurance and similar services totaled $140,434$147,437 for the fiscal year ended December 31, 20152017 and $101,000$169,548 for the fiscal year ended December 31, 2014.2016. These fees were principally related to audit work in connection with audits pertaining to certain of our subsidiaries, our 401(k) defined contribution plan, agreed upon procedures as required by our lenders, securitization investors and trustees, accounting guidance and consultation as well as various reimbursable expenses.

Tax Fees. There were no tax fees billed by BDO for the fiscal years ended December 31, 20152017 and 2014.2016.
All Other Fees. There were no other fees billed by BDO for the fiscal years ended December 31, 20152017 and 2014.2016.

All audit-related services, tax services and other non-audit services were pre-approved by the Audit Committee, which concluded that the provision of such services by BDO was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee’s outside auditor independence policy provides for pre-approval of audit, audit-related and tax services specifically described by the committee on an annual basis and, in addition, individual engagements anticipated to exceed pre-established thresholds must be separately approved. The policy authorizes the committee to delegate to one or more of its members pre-approval authority with respect to permitted services.

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EXECUTIVE AND DIRECTOR COMPENSATION

In this Proxy Statement, “named executive officers” refer to David G. Hanna, Jeffrey A. Howard and William R. McCamey.

Executive Compensation

The following table sets forth information concerning the annual compensation earned by our named executive officers. For each named executive officer’s existing stock ownership as of the record date, see “Security Ownership of Certain Beneficial Owners and Management.” Each of the named executive officers has an employment agreement that influences or defines certain of the elements of compensation shown below. For a description of the material terms of each named executive officer’s employment agreement, see “—Named Executive Officer Employment Agreements.”

Summary Compensation Table

Name and Principal PositionYearSalary ($)Bonus ($)
Stock Awards ($)(1)
Option Awards ($)(1)
All Other Compensation ($)Total ($)
David G. Hanna
Chief Executive Officer and Chairman of the Board
2015$50,000———
$456,427(2)
$506,427
2014$50,000———
$459,159(2)
$509,159
2013$50,000———
$449,452(2)
$499,452
Jeffrey A. Howard (2)
    President
2015$600,000———
$1,875(3)
$601,875
2014$587,500——$305,335
$1,844(3)
$894,679
2013$450,000———
$1,844(3)
$451,844
William R. McCamey
Chief Financial Officer and Treasurer
2015$450,000$250,000—$228,000
$2,813(3)
$930,813
2014$450,000$250,000$105,600$152,668
$3,900(3)
$962,168

Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) 
Option Awards ($)(1)
 All Other Compensation ($) Total ($)
David G. Hanna
Chief Executive Officer and Chairman of the Board
 2017 $531,250
 —
 —
 $700,205
 
$ 466,233 (2)
 $1,697,688
 2016 $50,000
 —
 —
 —
 
$ 339,926 (2)
 $389,926
 2015 $50,000
 —
 —
 —
 
$ 456,427 (2)
 $506,427
               
Jeffrey A. Howard
President
 2017 $600,000
 —
 —
 —
 
$ 1,875 (3)
 $601,875
 2016 $600,000
 —
 —
 $342,000
 
$ 1,875 (3)
 $943,875
 2015 $600,000
 —
 —
 —
 
$ 1,875 (3)
 $601,875
               
William R. McCamey
Chief Financial Officer
 2017 $450,000
 $250,000
 —
 $222,000
 
$ 2,812 (3)
 $924,812
 2016 $450,000
 $250,000
 —
 $302,000
 
$ 2,812 (3)
 $1,004,812
 2015 $450,000
 $250,000
 —
 $228,000
 
$ 2,813 (3)
 $930,813

(1)ReflectsAmounts shown do not reflect compensation actually received by the named executive officer. Instead, amounts reflect the aggregate grant date fair value of each stock and option award, which was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718. The grant date fair value for each stock award was determined by reference to the closing price of the Common Stock on the grant date. The grant date fair value for each option award was determined by an option pricing model that utilizes the closing price of the Common Stock on the grant date, a weighted average volatility of 67.7% for 2017, 67.2% for 2016 and 69.1% for 2015 and 68.9% for 2014 and an expected term of five years for both 2015each of 2017, 2016 and 2014.2015. The amount shown for Mr. Hanna relates to a performance-based option award and was determined based on the expected outcome of the performance conditions. The maximum value of this performance-based option, assuming the highest level of performance, would have been $1,600,469. For additional information, see Note 14 “Stock-Based Compensation” to the consolidated financial statements in our Annual Report on Form 10-K, which was filed with the SEC on March 30, 2016.April 2, 2018.
(2)Reflects (i) $462,183, $339,176 and $455,677 $458,409for 2017, 2016 and $448,702 for 2015, 2014 and 2013, respectively, for the use by Mr. Hanna and members of his family of charter jet service for personal purposes and at our expense at an incremental cost to us, which is calculated based on the total flight costs charged by the charter companies, including cost per flight hour charge specified in the lease agreement, fuel surcharge, catering, international fees and federal excise tax and (ii) $4,050, $750 and $750 in each of2017, 2016 and 2015, 2014 and 2013respectively, for matching contributions to the Atlanticus 401(k) Plan.
(3)Reflects matching contributions to the Atlanticus 401(k) Plan.




The following table sets forth information concerning outstanding equity awards held by our named executive officers at December 31, 2015.2017.


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Outstanding Equity Awards at December 31, 20152017

Option Awards                                            Stock Awards            
NameGrant Date

Number of Securities Underlying Unexercised Options
(#) Exercisable
Number of Securities Underlying Unexercised Options
(#)
Unexercisable




Option Exercise Price ($)




Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)
Market Value of Shares or Units of Stock That Have Not Vested ($)
David G. Hanna—
—
—
—
—
—
—
Jeffrey A. Howard2/21/2014
100,000(1)

100,000(1)

$2.642/21/2019
—
—
William R. McCamey8/6/2015
—
100,000(2)

$4.008/6/2020
—
—
2/21/2014
50,000(1)

50,000(1)

$2.642/21/2019
—
—
2/21/2014
—
—
—
—
40,000(3)

$128,000
    Option Awards
Name Grant Date 



Number of Securities Underlying Unexercised Options
(#) Exercisable
 

Number of Securities Underlying Unexercised Options (#)
Unexercisable
 Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) 




Option Exercise Price ($)
 




Option Expiration Date
David G. Hanna 2/17/2017 — — 
1,000,000(1)
 $2.78
 2/17/2022
             
Jeffrey A. Howard 3/24/2016 
66666(2)
 
133,334(2)
 — $3.04
 3/24/2021
 2/21/2014 
200000(3)
 — — $2.64
 2/21/2019
             
William R. McCamey 8/10/2017 — 
200,000(4)
 — $4.00
 8/10/2022
 6/23/2016 
66666(5)
 
133,334(5)
 — $4.00
 6/23/2021
 8/6/2015 
66666(6)
 
33,334(6)
 — $4.00
 8/6/2020
 2/21/2014 
100000(3)
 — — $2.64
 2/21/2019

(1)This stock option award vests, if at all, on February 17, 2020 for (i) 250,000 shares of Common Stock if the compound annual growth rate in Atlanticus’ Common Stock price for the three year period ending February 16, 2020 is equal to or greater than 7% but less than 12%, (ii) 500,000 shares of Common Stock if the compound annual growth rate in Atlanticus’ Common Stock price for the three year period ending February 16, 2020 is equal to or greater than 12% but less than 20%, or (iii) 1,000,000 shares of Common Stock if the compound annual growth rate in Atlanticus’ Common Stock price for the three year period ending February 16, 2020 is equal to or greater than 20%.
(2)This stock option award vests in three equal installments on March 24, 2017, March 24, 2018 and March 24, 2019.
(3)This stock option award vested in two equal installments on February 21, 2015 and February 21, 2016.
(2)(4)This stock option award vests in three equal installments on August 10, 2018, August 10, 2019 and August 10, 2020.
(5)This stock option award vests in three equal installments on June 23, 2017, June 23, 2018 and June 23, 2019.
(6)This stock option award vests in three equal installments on August 6, 2016, August 6, 2017 and August 6, 2018.
(3)This restricted stock award vests on February 21, 2016.

Director Compensation
During fiscal year 2015, we paid each of our independent directors an annual fee of $50,000 in cash for their directorship services. In addition, independent directors received a cash fee of $2,500 for each Board meeting attended (including telephonic attendance) and $1,000 for each committee meeting attended (including telephonic attendance) regardless of whether such committee meeting was held on the same day as a meeting of the full Board of Directors. For services in 2015, we paid additional cash fees of $25,000 to the Chairman of the Audit Committee and $10,000 to the Chairman of each of the Nominating and Corporate Governance Committee and Compensation Committee. We expect these cash fees to remain the same for service during 2016, as set forth in Exhibit 10.1 to our Form 10-Q filed with the SEC on November 13, 2015. For more on our independent directors, please see the “Corporate Governance” section of this Proxy Statement.

On January 4, 2016, each independent director received an award of 18,000 shares of restricted stock. Each award vests in two equal annual installments beginning on the first anniversary of the grant date and is subject to other terms and conditions imposed by the 2014 Plan and the standard form of award agreement under the 2014 Plan. All directors are reimbursed for expenses incurred in connection with their attendance at meetings of the Board of Directors or its committees.

We do not currently provide our non-independent directors with any additional compensation, including equity grants, for their service on the Board of Directors, except for reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors.

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The following table sets forth information concerning the compensation of our non-management directors for the year ended December 31, 2015.

Director Compensation
During fiscal year 2017, we paid each of our independent directors an annual fee of $50,000 in cash for their directorship services. In addition, independent directors received a cash fee of $3,000 for each Board meeting attended (including telephonic attendance) and $1,500 for each committee meeting attended (including telephonic attendance) regardless of whether such committee meeting was held on the same day as a meeting of the full Board of Directors. For services in 2017, we paid additional cash fees of $25,000 to the Chairman of the Audit Committee and $10,000 to the Chairman of each of the Nominating and Corporate Governance Committee and Compensation Committee. We expect these cash fees to remain the same for service during 2018, as set forth in Exhibit 10.1 to our Form 10-Q filed with the SEC on November 14, 2017. For more on our independent directors, please see the “Corporate Governance” section of this Proxy Statement.

On January 2, 2018, each independent director received an award of 23,000 shares of restricted stock. Each award vests in two equal annual installments beginning on the first anniversary of the grant date and is subject to other terms and conditions imposed by the Second Amended and Restated 2014


Equity Incentive Plan and the standard form of award agreement under such plan. All directors are reimbursed for expenses incurred in connection with their attendance at meetings of the Board of Directors or its committees.

We do not currently provide our non-independent directors with any additional compensation, including equity grants, for their service on the Board of Directors, except for reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors.
The following table sets forth information concerning the compensation of our non-management directors for the year ended December 31, 2017.

Director Compensation
Name Fees Earned or Paid in Cash ($) 

Stock Awards ($)(1)(2)
 Total ($) Fees Earned or Paid in Cash ($) 

Stock Awards ($)(1)(2)
 Total ($)
Deal W. Hudson $86,000 $78,000 $164,000 $99,000
 $54,340
 $153,340
Mack F. Mattingly $86,000 $78,000 $164,000 $99,000
 $54,340
 $153,340
Thomas G. Rosencrants $101,000 $78,000 $179,000 $114,000
 $54,340
 $168,340

(1)As of December 31, 2015,2017, our non-management directors held the following equity awards:
Name 
Shares of
Restricted Stock
Deal W. Hudson 38,00028,000
Mack F. Mattingly 38,00028,000
Thomas G. Rosencrants 38,00019,000

(2)Reflects the aggregate grant date fair value of each stock award, which was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718. The grant date fair value was determined by reference to the closing price of the Common Stock on the grant date. For additional information, see Note 14 “Stock-Based Compensation” to the consolidated financial statements in our Annual Report on Form 10-K, which was filed with the SEC on March 30, 2016.April 2, 2018.

Named Executive Officer Employment Agreements

David G. Hanna. Pursuant to the amended and restated employment agreement with David G. Hanna dated December 23, 2008, Mr. Hanna serves as Chief Executive Officer of Atlanticus and is entitled to receive an annual base salary of $50,000.$50,000, which may be adjusted and is currently $600,000. No severance or other benefits will be paid by Atlanticus to Mr. Hanna upon his termination of employment. The initial three-year term of the employment agreement has been completed and now the agreement continues indefinitely until it is terminated by either us or Mr. Hanna.

Jeffrey A. Howard. Pursuant to the employment agreement with Jeffrey A. Howard dated March 28, 2014, Mr. Howard serves as President of Atlanticus. Mr. Howard is entitled to receive an annual base salary of $600,000 and is eligible to receive bonus and equity compensation as determined by the Compensation Committee from time to time. No severance or other benefits will be paid by Atlanticus to Mr. Howard upon his termination of employment. Mr. Howard’s employment agreement may be terminated by (i) either party on 30 daysdays’ notice, (ii) Atlanticus for “cause” (as defined in the agreement) or (iii) either party upon employee’s “complete disability” (as defined in the agreement). If Mr. Howard’s


employment agreement is terminated upon his death or “complete disability” or by Atlanticus other than for “cause,” Mr. Howard’s outstanding equity awards shall vest immediately.
William R. McCamey. Pursuant to the employment agreement with William R. McCamey dated March 28, 2014, Mr. McCamey serves as Chief Financial Officer of Atlanticus. Mr. McCamey is entitled to receive an annual base salary of $450,000 and is eligible to receive bonus and equity compensation as determined by the Compensation Committee from time to time. No severance or other benefits will be paid by Atlanticus to Mr. McCamey upon his termination of employment. Mr. McCamey’s employment agreement may be terminated by (i) either party on 30 daysdays’ notice, (ii) Atlanticus for “cause” (as defined in the agreement) or (iii) either party upon employee’s “complete disability” (as defined in the agreement).

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If Mr. McCamey’s employment agreement is terminated upon his death or “complete disability” or by Atlanticus other than for “cause,” Mr. McCamey’s outstanding equity awards shall vest immediately.
Compensation Committee Interlocks and Insider Participation
During 2015,2017, the Compensation Committee consisted of Messrs. Hudson, Mattingly and Rosencrants. None of the members of the Compensation Committee was a current or former officer or employee of Atlanticus or any of our subsidiaries. There were no compensation committee interlocks or insider participation in compensation decisions that are required to be disclosed in this Proxy Statement. None of the members of the Compensation Committee had any relationship requiring disclosure under “Related Party Transactions.”


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EQUITY COMPENSATION PLAN INFORMATION
We maintain the OriginalSecond Amended and Restated 2014 Equity Incentive Plan, which we refer to as the “2014 Plan,” pursuant to which we may grant awards of (i) incentive and nonqualified stock options; (ii) stock appreciation rights; (iii) restricted stock; (iv) restricted stock units; and (v) other stock or cash-based incentive awards. The OriginalUpon initial approval of the 2014 Plan by our shareholders in May 2014, the 2014 Plan replaced the Atlanticus Holdings Corporation 2008 Equity Incentive Plan, which we refer to as the “2008 Plan.” Outstanding awards under the 2008 Plan continue to be governed by the terms of the 2008 Plan until exercised, expired or otherwise terminated or canceled. UponSince the initial approval of the Original 2014 Plan, by our shareholders in May 2014, no new grants are allowed under the 2008 Plan.

We also maintain the Employee Stock Purchase Plan,First Amended ESPP, pursuant to which we refer to as the “ESPP.” Under the ESPP,eligible employees can elect to have up to the lesser of 100%a certain amount of their annual wages or $8,500 withheld to purchase Atlanticus Common Stock. The amounts deducted and accumulated by each participant are used to purchase shares of Common Stock aton or as promptly as practicable after the endlast trading day of each one-month offering period.the month. The price of stock purchased under the First Amended ESPP is approximately 85% of the fair market value per share of our Common Stock on the last trading day of the offering period. All employees, excluding executivemonth. Executive officers, however, are not eligible to participate in the First Amended ESPP. We are seeking approval of the Second Amended ESPP. Since the Second Amended ESPP was adopted by our Board of Directors after December 31, 2017, the 100,000 new shares of Common Stock authorized for issuance under the Second Amended ESPP are not included in the table below. Please see “Proposal Two: Approval of the Atlanticus Holdings Corporation Second Amended and Restated Employee Stock Purchase Plan” for more information about the securities issuable under the Second Amended ESPP.

The following table provides information about option and restricted stock unit awards under the 2008 Plan and the Original 2014 Plan as of December 31, 2015.2017.

Plan Category 
Number of securities
to be issued
upon exercise of
outstanding options and vesting of
restricted stock units(1)
 Weighted-average exercise price of outstanding options 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected
in first column)(2)
 
Number of securities
to be issued
upon exercise of
outstanding options and vesting of
restricted stock units(1)
 Weighted-average exercise price of outstanding options 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected
in first column)(2)
Equity compensation plans previously approved by security holders 551,666
 $2.80 588,765
 2,619,334
 $3.04
 1,091,760
Equity compensation plans not approved by security holders —
 —
 —
 —
 —
 —
Total 551,666
   588,675
 2,619,334
   1,091,760

(1)Does not include outstanding shares of previously awarded restricted stock.
(2)Includes 507,6001,082,668 options or other share-based awards available under the Original 2014 Plan and 37,0999,092 shares available under the First Amended ESPP as of December 31, 2015.2017.

Additionally, we are seeking approval of the Restated 2014 Plan. Since the Restated 2014 Plan was adopted by our Board of Directors after December 31, 2015, the 1,000,000 new shares of Common Stock authorized for issuance under the Restated 2014 Plan are not included in the above table. Please see “Proposal Two: Approval of the Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan” for more information about the securities issuable under the Restated 2014 Plan.


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RELATED PARTY TRANSACTIONS
Transactions with Related Persons

In June 2007, we entered into a sublease for 1,000 square feet of excess office space at our Atlanta headquarters with HBR Capital, Ltd. (“HBR”), a company co-owned by David G. Hanna and his brother Frank J. Hanna, III. The sublease rate per square foot is the same as the rate that we pay under the prime lease. Under the sublease, HBR paid us $25,588$26,629 and $25,082$26,103 for 20152017 and 2014,2016, respectively. The aggregate amount of payments required under the sublease from January 1, 20162018 to the expiration of the sublease in May 2022 is $176,820.$124,087.

In January 2013, HBR began leasing four employees from Atlanticus. HBR reimburses Atlanticus for the full cost of such employees, based on the amount of time devoted to HBR. For the years ended December 31, 20152017 and December 31, 2014,2016, HBR reimbursed Atlanticus $200,234$263,453 and $202,169,$260,586, respectively, for compensation and benefits related to these leased employees.

Under a shareholders agreement into which we entered with David G. Hanna, Frank J. Hanna, III, Richard R. House, Jr., Richard W. Gilbert and certain trusts that were affiliates of the Hannas, following our initial public offering (i) if one or more of the shareholders accepts a bona fide offer from a third party to purchase more than 50% of the outstanding Common Stock, each of the other shareholders that is a party to the agreement may elect to sell his shares to the purchaser on the same terms and conditions, and (ii) if shareholders that are a party to the agreement owning more than 50% of the Common Stock propose to transfer all of their shares to a third party, then such transferring shareholders may require the other shareholders that are a party to the agreement to sell all of the shares owned by them to the proposed transferee on the same terms and conditions.

On February 21, 2014, Richard R. House, Jr. announced his resignation as President and a member of the Board of Directors of Atlanticus, effective March 31, 2014. After Mr. House left Atlanticus, he performed consulting services for one of Atlanticus’ vendors. The total amount we paid to that vendor in connection with such services was $228,000 and $192,000 for the years ended December 31, 2015 and December 31, 2014, respectively. Also, in February 2016, we repurchased 100,000 shares of Common Stock from Mr. House for $300,000. The purchase price per share was below the closing price of our Common Stock on Nasdaq on the date we agreed to purchase these shares from Mr. House. Further, in July 2015, we paid $124,000 for a minority interest in a company controlled by Mr. House.

On June 23, 2014, we and certain of our subsidiaries entered into a Loan and Security Agreement with Bravo Ventures, LLC, a Nevada limited liability company (“Bravo”). This agreement provided for a senior secured loan of up to $42.0 million for the purpose of financing our tender offer to purchase up to $100.0 million aggregate principal amount of our outstanding 5.875% Convertible Senior Notes due 2035 (the “Convertible Notes”). Given the amount of Convertible Notes tendered, Atlanticus did not require the loan provided under this agreement, and the agreement terminated by its terms on July 29, 2014 without Atlanticus borrowing any funds from Bravo.

On November 26, 2014, we and certain of our subsidiaries entered into a Loan and Security Agreement with Dove Ventures, LLC, a Nevada limited liability company (“Dove”). The agreement provides for a senior secured term loan facility in an amount of up to $40.0 million at any time outstanding, consisting of (i) an initial term loan of $20.0 million, and (ii) additional term loans available in the sole discretion of Dove and upon our request, provided that the aggregate amount of all outstanding term loans does not exceed $40.0 million. On November 26, 2014, Dove funded the initial term loan of $20.0 million. On November 28, 2014, we used the proceeds of the initial term loan to repurchase $46.1

33


million in aggregate principal amount of our outstanding 5.875% Convertible Notes.Senior Notes due 2035. The aggregate purchase price for these notes was $19.1 million plus accrued interest and resulted in an aggregate gain of $12.1 million (net of the notes’ applicable share of deferred costs, which were written off in connection with the repurchase). Additionally, on July 28, 2016, we obtained an additional term loan of $20.0 million from Dove for working capital. In November 2015,2017, the agreement was amended to extend the maturity date of the term loan to November 22, 2016. All other terms remained unchanged.21, 2018.

Our obligations under the agreement with Dove are guaranteed by certain subsidiary guarantors and secured by a pledge of certain assets of ours and the subsidiary guarantors. The loans bear interest at the rate of 9.0% per annum, payable monthly in arrears. Future loans under the agreement can be used for additional repurchases of our outstanding Convertible Notes and other purposes approved by Dove. The agreement includes customary affirmative and negative covenants, as well as customary representations, warranties and events of default. Subject to certain conditions, we can prepay the principal amounts of these loans without premium or penalty. From November 28, 2014 to the record date, Atlanticus paid Dove an aggregate of $2.3$8.9 million of interest and no principal on the loan. The largest amount of principal outstanding during this period was $20.0$40.0 million. As of the record date, Atlanticus owed Dove $20.0$40.0 million.

Each of Bravo and

Dove is a limited liability company owned by three trusts. David G. Hanna is the sole shareholder and the President of the corporation that serves as the sole trustee of one of the trusts, and David G. Hanna and members of his immediate family are the beneficiaries of this trust. Frank J. Hanna, III is the sole shareholder and the President of the corporation that serves as the sole trustee of the other two trusts, and Frank J. Hanna, III and members of his immediate family are the beneficiaries of these other two trusts.

Review, Approval or Ratification of Transactions with Related Persons

Under Nasdaq Marketplace Rules, our Audit Committee (or another independent body of our Board of Directors) is required to conduct an appropriate review of all related party transactions for potential conflict of interest situations on an ongoing basis. In accordance with our Audit Committee’s charter, the Audit Committee must review and determine whether to approve in advance any proposed related party transaction. For these purposes, a “related party transaction” refers to any transaction that is required to be disclosed pursuant to Item 404 of Regulation S-K.

In addition, all of our employees, officers and directors are required to comply with the Atlanticus Holdings Corporation Code of Ethics. The Code of Ethics addresses, among other things, what actions are required when potential conflicts of interest may arise, including those from related party transactions. Specifically, if an employee, officer or director believes a conflict of interest exists or may arise, he or she is required to disclose immediately the nature and extent of the conflict, or potential conflict, to his or her supervisor, who, along with appropriate officials of Atlanticus, will evaluate the conflict and take the appropriate action, if any, to ensure that our interests are protected. Any transaction between Atlanticus and another party on terms that are reasonably believed to be at least as favorable as the terms that we otherwise could have obtained from an unrelated third party shall not create a conflict of interest or cause a violation of the Code of Ethics, provided that (i) with respect to the directors and any member of senior management, the Audit Committee of the Board was given prior notice of such transaction and (ii) with respect to all other employees, our General Counsel was given prior notice of such transaction. The rules in the Code of Ethics regarding conflicts of interest not only apply to all of our employees, officers and directors, but also to immediate family members and certain business associates of our employees, officers and directors.


34


There were no transactions that were required to be reported under “—Transactions with Related Persons” where the procedures described above did not require review, approval or ratification or where these procedures were not followed.


35


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership Table
The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of the record date. The information is provided with respect to (1) each person who is known by us to own beneficially more than 5% of the outstanding shares of Common Stock, (2) each of our directors, (3) each of our named executive officers and (4) all of our directors and executive officers, as a group.
Beneficial ownership is determined in accordance with the rules of the SEC, which deem a person to beneficially own any shares the person has or shares voting or dispositive power over and any additional shares obtainable within 60 days through the exercise of options, warrants or other purchase rights. Shares of Common Stock subject to options, warrants or other rights to purchase that are currently exercisable or are exercisable within 60 days of the record date (including shares subject to restrictions that lapse within 60 days of the record date) are deemed outstanding for purposes of computing the percentage ownership of the person holding such shares, options, warrants or other rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, each person possesses sole voting and investment power with respect to the shares identified as beneficially owned. An asterisk indicates beneficial ownership of less than 1% of the Common Stock outstanding.

Name of Shareholder 
Number of
   Shares  
 Percent of Class 
Number of
   Shares  
 Percent of Class
Five Percent Shareholders (other than directors and named executive officers):     
Frank J. Hanna, III(1)(2)
 4,098,072
 26.7% 4,098,072 26.7%
Aristeia Capital, L.L.C.(3)
 1,000,000
 6.5% 1,000,000 6.5%
Dimensional Fund Advisors LP(4)
 973,909
 6.3% 896,198 5.8%
     
Directors and Named Executive Officers:     
David G. Hanna(1)(5)
 4,098,072
 26.7% 4,098,072 26.7%
Jeffrey A. Howard(6)
 257,509
 1.7% 390,842 2.5%
Deal W. Hudson(7)
 65,000
 *
 94,000 *
Mack F. Mattingly(7)
 81,900
 *
 108,000 *
William R. McCamey(8)
 205,716
 1.3% 339,050 2.2%
Thomas G. Rosencrants(7)(9)
 72,000
 *
 63,000 *
Directors and executive officers as a group (7 persons) 5,150,830
 32.9% 5,463,597 34.3%

(1)    The address of the indicated holders is c/o Atlanticus Holdings Corporation, Five Concourse Parkway, Suite 300, Atlanta, Georgia 30328.
(2)    Includes 4,098,072 shares of Common Stock held by FSH Capital, LLC (“FSH”); Frank J. Hanna, III possesses the power to vote and dispose of the shares of Common Stock held by FSH. All of the shares of Common Stock held by FSH have been pledged to secure the loan referred to in footnote (5) below. Excludes 4,098,072 shares of Common Stock that have been pledged to an entity controlled by Frank J. Hanna, III and members of Frank J. Hanna, III’s immediate family to secure a loan to an entity controlled by David G. Hanna and members of David G. Hanna’s immediate family. The pledge agreement, prior to default, does not grant to the pledgee (i) the power to vote or to direct the vote of the pledged shares or (ii) the power to dispose or direct the disposition of the pledged shares.
(3)    Based on a Schedule 13G/A filed by Aristeia Capital, L.L.C. (“Aristeia”) with the SEC on February 14, 2014. These shares of Common Stock are held by one or more private funds (the “Aristeia Funds”) managed or advised by Aristeia.

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Aristeia hasshares voting and investment control with respect to the shares of Common Stock held by the Aristeia Funds. Although each of Aristeia and certain of its affiliates may be deemed the beneficial owner of the shares of Common Stock held by the Aristeia Funds pursuant to Rule 13d-3 under the Exchange Act, none owns shares of Common Stock directly. Aristeia’s address is 136 Madison Avenue, 3rd Floor, New York, New York 10016.
(4)    Based on a Schedule 13G/A filed by Dimensional Fund Advisors LP (“Dimensional”) with the SEC on February 9, 2016.2018. Dimensional has sole power to vote or to direct the vote of 965,214891,707 shares of Common Stock and sole power to dispose or to direct the disposition of 973,909896,198 shares of Common Stock. Dimensional, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively, the “Dimensional Funds”). In certain cases, subsidiaries of Dimensional may act as an adviser or sub-adviser to certain Dimensional Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional or its subsidiaries may possess voting and/or investment power over the shares of Common Stock that are owned by the Dimensional Funds, and may be deemed to be the beneficial owner of the shares of Common Stock held by the Dimensional Funds. However, all shares of Common Stock are owned by the Dimensional Funds. Dimensional disclaims beneficial ownership of such shares of Common Stock. Dimensional’s address is Building One, 6300 Bee Cave Road, Austin, Texas 78746.
(5)    Includes 4,098,072 shares of Common Stock held by DKH Capital, LLC (“DKH”); David G. Hanna possesses the power to vote and dispose of the shares of Common Stock held by DKH. All of the shares of Common Stock held by DKH have been pledged to secure the loan referred to in footnote (2) above. Excludes 4,098,072 shares of Common Stock that have been pledged to an entity controlled by David G. Hanna and members of David G. Hanna’s immediate family to secure a loan to an entity controlled by Frank J. Hanna, III and members of Frank J. Hanna, III’s immediate family. The pledge agreement, prior to default, does not grant to the pledgee (i) the power to vote or to direct the vote of the pledged shares or (ii) the power to dispose or direct the disposition of the pledged shares.
(6)    Includes stock options that are currently exercisable or exercisable within 60 days of the record date to purchase 200,000333,333 shares of Common Stock.
(7)    Includes shares of restricted stock over which the holder has sole voting but no investment power, as set forth below:
Name Shares of Restricted Stock
Deal W. Hudson 33,00032,500
Mack F. Mattingly 33,00032,500
Thomas G. Rosencrants 33,00032,500

(8)    Includes (i) stock options that are currently exercisable or exercisable within 60 days of the record date to purchase 100,000233,334 shares of Common Stock and (ii) 30,000 shares of Common Stock held by his spouse.

37(9)    Includes 21,000 shares of Common Stock held by his spouse.


Changes in Control
Except for the loans described in footnotes (2) and (5) under “—Beneficial Ownership Table,” there are no arrangements, known to Atlanticus, including any pledge by any person of securities of Atlanticus or any of its parents, the operation of which may at a subsequent date result in a change in control of Atlanticus.


SECTION 16(a) BENEFICIAL OWNERSHIP REORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of any class of our equity securities, who collectively we generally refer to as insiders, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of Common Stock and other equity securities of Atlanticus. Our insiders are required by SEC regulation to furnish us with copies of all Section 16(a) reports they file. Based solely upon a review of the copies of the forms furnished to us, we believe that during the 20152017 fiscal year our insiders complied with all applicable filing requirements, except that Mr. McCamey made a single late filing reporting a single transaction; Mitchell C. Saunders, our Chief Accounting Officer, made a single late filing reporting four transactions; and Mr. Howard made a single late filing reporting a single transaction.requirements.


38


SHAREHOLDER PROPOSALS
The 20172019 Annual Meeting of Shareholders is anticipated to be held in May 2017.2019. Under Rule 14a-8 promulgated by the SEC under the Exchange Act, any proposal that a shareholder intends to be presented at the 20172019 Annual Meeting via the proxy statement and form of proxy to be distributed by us in connection with the 20172019 Annual Meeting, must be received by the Secretary of Atlanticus at our principal executive offices prior to December 19, 2016.13, 2018. However, if the 20172019 Annual Meeting is held on a date more than 30 days before or after May 12, 201710, 2019 (the anniversary date of the 20162018 Annual Meeting), shareholder proposals for the 20172019 Annual Meeting must be submitted a reasonable time before we begin to print and send our proxy materials. Shareholder proposals received after this date will be considered untimely under Rule 14a-8.
If a shareholder desires to bring a matter before the meeting that is not the subject of a proposal meeting the SEC proxy rule requirements for inclusion in the proxy statement, the shareholder must follow procedures outlined in Atlanticus’ Amended and Restated Bylaws in order to personally present the proposal at the meeting. One of the procedural requirements is timely notice in writing of the business the shareholder proposes to bring before the meeting. Written notice must be received by the Secretary of Atlanticus no earlier than December 13, 201611, 2018 and no later than January 12, 2017.10, 2019. Any proposal brought directly before the 20162018 Annual Meeting via a shareholder’s written notice will not be included in next year’s proxy statement or form of proxy to be distributed by us in connection with the 20172019 Annual Meeting. In the event that our 20172019 Annual Meeting is called for a date that is not within 60 days before or after May 12, 201710, 2019 (the anniversary date of the 20162018 Annual Meeting), the written notice must be received not later than the close of business on the tenth day following the earlier of (1) the date on which notice of the annual meeting date was mailed or (2) the date public disclosure of the meeting date was made.
We reserve the right to decline to include in our proxy materials any shareholder’s proposal that does not comply with the rules of the SEC for inclusion therein. We will furnish copies of the applicable Bylaw provisions that set forth the requirements for a shareholder’s written notice upon written request to the Secretary of Atlanticus at the address listed above.


39


Appendix A







Appendix A


ATLANTICUS HOLDINGS CORPORATION
SECOND AMENDED AND RESTATED
2014 EQUITY INCENTIVE EMPLOYEE STOCK PURCHASE PLAN




TABLE OF CONTENTS
SectionPage
ARTICLE I DEFINITIONSA-1
1.01
409A AwardA-1
1.02
AffiliateA-1
1.03
AgreementA-1
1.04
AwardA-1
1.05
BoardA-1
1.06
CauseA-1
1.07
Change in ControlA-1
1.08
CodeA-2
1.09
CommitteeA-2
1.10
Common StockA-2
1.11
CompanyA-2
1.12
ConsultantA-2
1.13
Control Change DateA-2
1.14
Corresponding SARA-3
1.15
DisabilityA-3
1.16
Dividend EquivalentA-3
1.17
EmployeeA-3
1.18
Exchange ActA-3
1.19
Fair Market ValueA-3
1.20
GAAPA-4
1.21
Incentive AwardA-4
1.22
Incumbent BoardA-4
1.23
Initial ValueA-4
1.24
Named Executive OfficerA-4
1.25
Non-409A AwardA-4
1.26
OptionA-4
1.27
ParticipantA-5
1.28
PlanA-5
1.29
PersonA-5
1.30
Restricted Stock AwardA-5
1.31
Restricted Stock UnitA-5
1.32
SARA-5
1.33
Stock-Based AwardA-5
1.34
Ten Percent ShareholderA-5
ARTICLE II PURPOSESA-6
ARTICLE III ADMINISTRATIONA-6
ARTICLE IV ELIGIBILITYA-7
ARTICLE V COMMON STOCK SUBJECT TO PLANA-8
5.01
Common Stock IssuedA-8
5.02
Aggregate LimitA-8
5.03
Individual LimitA-9
5.04
Awards Settled in Cash; Reissue of Awards and SharesA-9
ARTICLE VI OPTIONSA-10
6.01
GrantA-10

i


TABLE OF CONTENTS
SectionPage
6.02
Option PriceA-10
6.03
Maximum Option PeriodA-10
6.04
ExerciseA-10
6.05
PaymentA-11
6.06
Shareholder RightsA-11
6.07
Disposition of SharesA-11
6.08
No Liability of CompanyA-11
ARTICLE VII SARSA-11
7.01
GrantA-11
7.02
Maximum SAR PeriodA-12
7.03
ExerciseA-12
7.04
SettlementA-12
7.05
Shareholder RightsA-12
ARTICLE VIII RESTRICTED STOCK AWARDSA-12
8.01
AwardA-12
8.02
PaymentA-12
8.03
VestingA-13
8.04
Maximum Restriction PeriodA-13
8.05
Shareholder RightsA-13
ARTICLE IX RESTRICTED STOCK UNITSA-14
9.01
GrantA-14
9.02
Earning the AwardA-14
9.03
Maximum Restricted Stock Unit Award PeriodA-14
9.04
PaymentA-14
9.05
Shareholder RightsA-14
ARTICLE X INCENTIVE AWARDSA-15
10.01
GrantA-15
10.02
Earning the AwardA-15
10.03
Maximum Incentive Award PeriodA-15
10.04
PaymentA-15
10.05
Shareholder RightsA-15
ARTICLE XI STOCK-BASED AWARDSA-16
11.01
Stock-Based AwardsA-16
11.02
Bonus Stock and Awards in Lieu of Other ObligationsA-16
ARTICLE XII DIVIDEND EQUIVALENTSA-16
ARTICLE XIII TERMS APPLICABLE TO ALL AWARDSA-17
13.01
Written AgreementA-17
13.02
NontransferabilityA-17
13.03
Transferable AwardsA-17
13.04
Employee StatusA-17
13.05
Change in ControlA-18
13.06
Stand-Alone, Additional, Tandem and Substitute AwardsA-19
13.07
Form and Timing of Payment; DeferralsA-20
13.08
Time and Method of ExerciseA-20
ARTICLE XIV QUALIFIED PERFORMANCE-BASED COMPENSATIONA-20

ii


TABLE OF CONTENTS
SectionPage
14.01
Performance ConditionsA-20
14.02
Establishing the Amount of the AwardA-21
14.03
Earning the AwardA-21
14.04
Section 162(m) of the CodeA-22
ARTICLE XV ADJUSTMENT UPON CHANGE IN COMMON STOCKA-22
ARTICLE XVI COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIESA-23
16.01
ComplianceA-23
16.02
Postponement of Exercise or PaymentA-24
16.03
Forfeiture of PaymentA-25
ARTICLE XVII LIMITATION ON BENEFITSA-25
ARTICLE XVIII GENERAL PROVISIONSA-26
18.01
Effect on Employment and ServiceA-26
18.02
Unfunded PlanA-26
18.03
Rules of ConstructionA-26
18.04
Tax Withholding and ReportingA-26
18.05
Section 83(b) of the Code ElectionA-27
18.06
Reservation of SharesA-27
18.07
Governing LawA-27
18.08
Other ActionsA-27
18.09
Repurchase of Common StockA-27
18.10
Other ConditionsA-28
18.11
Forfeiture ProvisionsA-28
18.12
Repricing of AwardsA-28
18.13
Legends; Payment of ExpensesA-29
18.14
Right of SetoffA-29
18.15
Fractional SharesA-29
18.16
Compensation Recoupment PolicyA-29
ARTICLE XIX CLAIMS PROCEDURESA-30
ARTICLE XX AMENDMENTA-30
ARTICLE XXI SECTION 409A PROVISIONA-31
21.01
Intent of AwardsA-31
21.02
409A AwardsA-31
21.03
Election RequirementsA-31
21.04
Time of PaymentA-32
21.05
Acceleration or DeferralA-32
21.06
Distribution RequirementsA-32
21.07
Key Employee RuleA-33
21.08
Distributions Upon VestingA-33
21.09
Scope and Application of this ProvisionA-33
ARTICLE XXII DURATION OF PLANA-33
ARTICLE XXIII EFFECTIVE DATE OF PLANA-34



iii


ARTICLE I
DEFINITIONSPURPOSE AND APPROVAL

1.01    1.1409A AwardPURPOSE OF THE PLAN. The purpose of the Atlanticus Holdings Corporation Second Amended and Restated Employee Stock Purchase Plan is to provide a method whereby Eligible Employees may acquire a proprietary interest in the Company through the purchase of Shares of common stock of Atlanticus Holdings Corporation. The Plan is intended to qualify as an “Employee Stock Purchase Plan” as defined in Section 423 of the Code. The provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of the Code.

409A Award means an Award that is intended to be subject to Section 409A of1.2APPROVAL OF THE PLAN. The Original Plan was adopted by the Code.
1.02    Affiliate

Affiliate, as it relates to any limitations or requirements with respect to incentive stock options, means any “subsidiary” or “parent” corporation (as such terms are defined in Section 424 of the Code) of the Company. Affiliate otherwise means any entity that is part of a controlled group of corporations or is under common control with the Company within the meaning of Sections 1563(a), 414(b) or 414(c) of the Code, except that, in making any such determinations, 50 percent shall be substituted for 80 percent each place it appears under such Code Sections and the related regulations.
1.03    Agreement

Agreement means a written or electronic agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and conditions of an Award granted to such Participant.
1.04    Award

Award means an Incentive Award, Option, Restricted Stock Award, Restricted Stock Unit, SAR, Stock-Based Award or Dividend Equivalent granted under this Plan.
1.05    Board

Board means theCompuCredit Board of Directors on December 9, 1999 and approved by CompuCredit’s shareholders on May 2, 2000, as required by the Code. The First Amended Plan was adopted by the CompuCredit Board of Directors on March 6, 2008 and approved by CompuCredit’s shareholders on May 8, 2008, as required by the Code. On June 30, 2009, CompuCredit completed the Reorganization following approval of its shareholders at a Special Meeting of Shareholders held on June 29, 2009. The Proxy Statement/Prospectus, dated June 5, 2009, for the Special Meeting of Shareholders described the Reorganization, including the treatment of the Company.
1.06    Cause

Cause hasFirst Amended Plan in connection therewith. In connection with the same definition as under any employment or service agreement between the Company or any Affiliate and the Participant or, if no such employment or service agreement exists or if such employment or service agreement does not contain any such definition, Cause meansReorganization: (i) the Participant’s commission or convictioneach outstanding share of any felony or any other crime involving moral turpitude, (ii) theft from the Company, an Affiliate or the Participant’s primary employer, including the receiptcommon stock of any kick-backs or other inappropriate incentives from any third party, (iii) any failure by the Participant to abide by the written policiesCompuCredit was converted automatically into one share of common stock of the Company, an Affiliate or(ii) the Participant’s primary employer, (iv) any act or omissionCompany assumed the First Amended ESPP and all outstanding equity awards under the First Amended ESPP and (iii) each outstanding equity award assumed by the Participant that is or may be injurious to the Company or any Affiliate, monetarily or otherwise, (v) any failure by the Participant to perform at the level appropriate for his or her position with the Company, an Affiliate or the Participant’s primary employer, (vi) any unauthorized absenteeism by the Participant, or (vi) any refusal by the Participant to obey the lawful instructions of the Participant’s primary employer or any other person or committee to whom the Participant reports.
1.07    Change in Control

Change in Control means the acquisition of fifty percent (50%) or more of the “beneficial ownership” of the voting equity securities of the Company (on a fully diluted as converted basis) by any



person or “group” (with the terms “beneficial ownership” and “group” having the meanings given to them for purposes of Schedule 13D under the Securities Exchange Act of 1934) other than (i) Frank J. Hanna, III, David G. Hanna, their spouses, their descendants and the spouses of their descendants, (ii) trusts and/or entities established generally for the benefit of Frank J. Hanna, III, David G. Hanna, their spouses, their descendants and the spouses of their descendants, and/or (iii) charitable trusts, foundations or similar entities established by any of the foregoing.
1.08    Code

Code means the Internal Revenue Code of 1986 and any amendments thereto.
1.09    Committee

Committee means the Compensation Committee of the Board or the Board itself if no Compensation Committee exists. If such Compensation Committee exists, if and to the extent deemed necessary by the Board, such Compensation Committee shall consist of two or more directors, all of whom are (i) “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act, (ii) “outside directors” within the meaning of Section 162(m) of the Code and (iii) “independent directors” under the rules of the principal stock exchange on which the Company’s securities are then traded. Alternatively, if a member of the Compensation Committee is not a “non-employee director” or an “outside director” or an “independent director” within the foregoing meanings, the Compensation Committee may from time to time delegate some or all of its functions under the Plan to a committee or sub-committee comprised solely of members that meet such relevant requirements. To such extent, the term “Committee” includes any such committee or sub-committee, to the extent of the Compensation Committee’s delegation.
1.10    Common Stock

Common Stock means the common stock, no par value per share, of the Company or such other class of shares or other securities to which the Plan may be applicable by reason of the operation of Section 13.05 or Article XV.
1.11    Company

Company means Atlanticus Holdings Corporation, a Georgia corporation, and any successor thereto.
1.12    Consultant

Consultant means any consultant or advisor (other than an Employee) if (a) the consultant or advisor renders bona fide services to the Company or an Affiliate, (b) the services provided by the consultant or advisor are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities, and (c) the consultant or advisor contracts directly with the Company or an Affiliate to render such services.

1.13    Control Change Date

Control Change Date means the date on which a Change in Control occurs.

A-2


1.14    Corresponding SAR

Corresponding SAR means a SAR that is granted in relation to a particular Option and that can be exercised onlyFirst Amended ESPP became exercisable upon the surrender to the Company, unexercised, of that portion of the Option to which the SAR relates.
1.15    Disability

Disability means a physical, mental or other impairment within the meaning of Section 22(e)(3) of the Code except as otherwise determined by the Committee and set forth in the applicable Agreement, except that a Disability shall only be deemed to occur with respect to a Participant and the Participant’s 409A Award if there is a Disability within the meaning of Section 409A of the Code where required by Section 409A of the Code.
1.16    Dividend Equivalent

Dividend Equivalent means the right, granted under the Plan, to receive cash, shares of Common Stock, other Awards or other property equal in value to all or a specified portion of dividends paid with respect to a specified number of shares of Common Stock.
1.17    Employee

Employee means any individual who performs services as a common law employee for the Company or an Affiliate and whom the Company or Affiliate classifies as an employee on its payroll, personnel or tax records. An individual is not an Employee for purposes of the Plan if the Company or an Affiliate has identified the person on its payroll, personnel or tax records as a Consultant or otherwise or such individual has acknowledged in writing to the Company or an Affiliate that the individual is an independent contractor, whether or not a court, the Internal Revenue Service, or any other authority ultimately determines such classification to be correct or incorrect as a matter of law.
1.18    Exchange Act

Exchange Act means the Securities Exchange Act of 1934, as amended.
1.19    Fair Market Value

Fair Market Value of a share of Common Stock means, on any given date, the fair market value of a share of Common Stock as the Committee in its discretion shall determine; provided, however, that the Committee shall determine Fair Market Value without regard to any restriction other than a restriction which, by its terms, will never lapse and, if the shares of Common Stock are traded on any national stock exchange, the Fair Market Value of a share of Common Stock shall be the closing price of a share of Common Stock as reported on such national stock exchange on such date or on the trading day immediately preceding such date, or if the shares of Common Stock are not traded on such national stock exchange on either such date, then on the next preceding day that the shares of Common Stock were traded on such national stock exchange, all as reported by such source as the Committee shall select. The Fair Market Value that the Committee determines shall be final, binding and conclusive on the Company, any Affiliate, each Participant and any other Person. Fair Market Value relating to the exercise price, Initial Value, or purchase price of any Non-409A Award that is an Option, SAR or Stock-Based Award in the nature of purchase rights shall conform to the requirements for exempt stock rights under Section 409A of the Code.

A-3


1.20    GAAP

GAAP means United States Generally Accepted Accounting Principles.
1.21    Incentive Award

Incentive Award means an award stated with reference to a specified dollar amount or number of shares of Common Stock which, subject to suchsame terms and conditions as may be prescribedwere in effect immediately prior to the completion of the Reorganization, except that all such equity awards now entitle the holder to acquire the common stock of the Company. The Second Amended Plan was adopted by the Committee entitles the ParticipantBoard on March 8, 2018, subject to receive shares of Common Stock, cash or a combination thereof from the Company or an Affiliate.
1.22    Incumbent Board

Incumbent Board means a Board of Directors at least a majority of whom consist of individuals who either are (a) members of the Company’s Board as of the effective date of the adoption of this Plan or (b) members who become members of the Company’s Board subsequent to the date of the adoption of this Plan whose election, or nomination for electionapproval by the Company’s shareholders was approved by a votewithin 12 months of at least sixty percent (60%) of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which that person is named as a nominee for director, without objection to that nomination), but excluding, for that purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors.
1.23    Initial Valuesuch date.

Initial Value means, with respect to a Corresponding SAR, the Option price per share of the related Option and, with respect to a SAR granted independently of an Option, the amount determined by the Committee on the date of grant which shall not be less than the Fair Market Value of a share of Common Stock on the date of grant.
1.24    Named Executive Officer

Named Executive Officer means a Participant who, as of the last day of a taxable year, is the Chief Executive Officer of the Company (or is acting in such capacity) or one of the three highest compensated officers of the Company (other than the Chief Executive Officer or the Chief Financial Officer) or is otherwise one of the group of “covered employees,” as defined in the regulations promulgated under Section 162(m) of the Code.
1.25    Non-409A Award

Non-409A Award means an Award that is not intended to be subject to Section 409A of the Code.
1.26    Option

Option means a stock option that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price set forth in an Agreement.

A-4


1.27    Participant

Participant means an employee of the Company or an Affiliate, a member of the Board or the Board of Directors of an Affiliate (whether or not an employee), or a person or entity that provides services to the Company or an Affiliate and any entity which is a wholly-owned alter ego of such employee, member of the Board or Board of Directors of an Affiliate or Person who provides services, and who satisfies the requirements of Article IV and is selected by the Committee to receive an Award.
1.28    Plan

Plan means this Atlanticus Holdings Corporation Amended and Restated 2014 Equity Incentive Plan, in its current form and as hereafter amended.
1.29    Person

Person means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or any other entity of any kind.
1.30    Restricted Stock Award

Restricted Stock Award means shares of Common Stock granted to a Participant under Article VIII.
1.31    Restricted Stock Unit

Restricted Stock Unit means an award, stated with respect to a specified number of shares of Common Stock, that entitles the Participant to receive one share of Common Stock with respect to each Restricted Stock Unit that becomes payable under the terms and conditions of the Plan and the applicable Agreement.
1.32    SAR

SAR means a stock appreciation right that in accordance with the terms of an Agreement entitles the holder to receive cash or a number of shares of Common Stock based on the increase in the Fair Market Value of the shares underlying the stock appreciation right during a stated period specified by the Committee. References to “SARs” include both Corresponding SARs and SARs granted independently of Options, unless the context requires otherwise.
1.33    Stock-Based Award

Stock-Based Award means an Award granted to the Participant under Article XI of the Plan.
1.34    Ten Percent Shareholder

Ten Percent Shareholder means any individual who (considering the stock attribution rules described in Section 424 of the Code(d)) owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or any Affiliate.

A-5



ARTICLE II
PURPOSESDEFINITIONS

The Plan is intended to assist2.1“ACCOUNT” means the account maintained by the Company for a Participant pursuant to Section 3.3.

2.2“ACT” means the Securities Exchange Act of 1934, as amended.

2.3“BOARD” means the Board of Directors of Atlanticus Holdings Corporation

2.4“CODE” means the Internal Revenue Code of 1986, as amended.

2.5“COMMITTEE” means the Compensation Committee of the Board or such other Committee as the Board may designate to administer the Plan.

2.6“COMPANY” means Atlanticus Holdings Corporation.




2.7“COMPENSATION” means all base straight time gross earnings, commissions, overtime and its Affiliates in recruiting and retaining individuals with ability and initiativeother compensation, but shall not include income recognized pursuant to stock options, restricted stock or other equity awards or Shares purchased hereunder or to imputed fringe benefit income.

2.8“COMPUCREDIT” means CompuCredit Corporation (now Atlanticus Services Corporation).

2.9“DESIGNATED SUBSIDIARY” means any present or future Subsidiary that has been designated by enabling such personsthe Board or the Committee to participate in the future successPlan. The Board or the Committee may so designate any Subsidiary, or revoke any such designation, at any time and from time to time, either before or after the Plan is approved by the Company’s shareholders.

2.10“ELIGIBLE EMPLOYEE” means an Employee described in Section 3.2.

2.11“EMPLOYEE” means any person who is an employee of the Company or a Designated Subsidiary for tax purposes, subject to the exclusion of such persons or classes of persons as the Committee may determine, which determination shall be consistent with the persons or classes of persons who can be excluded for purposes of Code Section 423 and other applicable law.

2.12“EXERCISE PRICE” means the purchase price for Shares purchased pursuant to the exercise of an Option identified in Section 4.1.

2.13“FAIR MARKET VALUE” means,

(a)If the Shares are listed on any established stock exchange, its Fair Market Value shall be the closing sales price for such Shares, as quoted on such exchange on the date of such determination (or, if no sales occur on such date, on the most recent date sales were made), as reported in “The Wall Street Journal” or such other source as the Committee deems reliable, or;

(b)If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, Fair Market Value shall be the mean of the closing bid and asked prices for Shares on the date of such determination, as reported in “The Wall Street Journal” or such other source as the Committee deems reliable, or;

(c)In the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the Committee.

2.14“FIRST AMENDED PLAN” means the CompuCredit Corporation Amended and Restated Employee Stock Purchase Plan.

2.15“HOLDING PERIOD” means that period beginning on an Offering Termination Date on which Shares are purchased by Participants and ending twelve (12) calendar months later.

2.16“OFFERING” means an offering to Participants of Options to purchase Shares under Section 4.1.

2.17“OFFERING COMMENCEMENT DATE” means the first trading day of the calendar month applicable to the Offering.

2.18“OFFERING TERMINATION DATE” means the last trading day of the calendar month applicable to the Offering.

2.19“OPTION” means an option to purchase Shares granted pursuant to the Plan.



2.20“ORIGINAL PLAN” means the CompuCredit Corporation Employee Stock Purchase Plan.

2.21“PARTICIPANT” means an Eligible Employee who has elected to participate in the Plan pursuant to Section 3.3, and who has not become an ineligible Employee or withdrawn from participation in the Plan pursuant to Article III.

2.22“PLAN” means the Second Amended Plan.

2.23“PLAN ADMINISTRATOR” means AST Equity Plan Solutions, Inc. or such other entity or individual as the Committee may designate to administer the Plan.

2.24“REORGANIZATION” means the holding company reorganization whereby (i) CompuCredit became a wholly owned subsidiary of the Company and its Affiliates(ii) the Company became the successor issuer to CompuCredit pursuant to Rule 12g-3 under the Act.

2.25“SECOND AMENDED PLAN” means the Atlanticus Holdings Corporation Second Amended and Restated Employee Stock Purchase Plan.

2.26“SHARE” means one share of common stock, no par value, of Atlanticus Holdings Corporation.

2.27“SUBSIDIARY” means a corporation (or other form of entity which the Committee has determined shall be treated as a corporation for purposes of Code Section 423), domestic or foreign, of which not less than fifty percent (50%) of the voting shares are held by associating their intereststhe Company or another Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or Subsidiary, within the meaning of Code Section 424(f).

2.28“TRANSFER AGENT” means the officially designated transfer agent of the Company.

ARTICLE III
ELIGIBILITY AND PARTICIPATION

3.1GRANTING OF OPTIONS TO ELIGIBLE EMPLOYEES

A.GRANTING OF OPTIONS TO ELIGIBLE EMPLOYEES ONLY. To the extent permitted by the Plan, Options to purchase Shares hereunder shall only be granted to Eligible Employees.

B.EMPLOYEE RIGHTS AND PRIVILEGES. All Eligible Employees granted Options under the Plan shall have the same rights and privileges, except that the Committee may from time to time provide for differences in the rights and privileges of Eligible Employees granted Options hereunder, so long as such differences do not jeopardize the qualification of the Plan under Code Section 423 or violate other applicable law.

3.2ELIGIBILITY OF EMPLOYEES. Employees who qualify as Eligible Employees pursuant to this Section shall be eligible to elect to participate in the Plan in accordance with thoseSection 3.3.

A.MINIMUM SERVICE PERIOD. Except as otherwise required by Code Section 423 or other applicable law, an Employee shall be considered an Eligible Employee for purposes of participation in the Plan as of the first Offering Commencement Date after Employee completes thirty (30) calendar days of continuous service with the Company or a Designated Subsidiary. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the


individual is on sick leave or other leave of absence approved by the Company or the relevant Designated Subsidiary. Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the first day after such three (3) months of leave.

B.REHIRED EMPLOYEES. If an Eligible Employee who has ceased to be an Employee becomes an Employee again on a date thereafter, such Employee automatically shall become an Eligible Employee effective as of the Offering Commencement Date following such date.

C.EMPLOYEES DEEMED INELIGIBLE FOR PARTICIPATION

(i)5% OWNERS. No Option shall be granted hereunder to any Employee who, immediately after the Option is granted, would own, within the meaning of Code Section 424(d), Shares possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary. For purposes of this Section, Shares that an Employee would be entitled to purchase on the Offering Termination Date applicable to an Option that has been granted pursuant to Section 4.1 shall be treated as owned by the Employee.

(ii)EMPLOYEES WITH EXERCISE RIGHTS IN EXCESS OF $25,000 PER YEAR. No Option shall be granted hereunder to any Employee if, within each calendar year in which such Option is outstanding at any time, such Option (together with any other options that have been granted to the Employee under the Plan or any other stock purchase plan maintained by the Company or any Subsidiary) would provide the Employee with the right to purchase Shares having a Fair Market Value (determined on the Offering Commencement Date applicable to each such Option) in excess of $25,000.

(iii)EXECUTIVE OFFICERS. No Option shall be granted hereunder to any Employee who is an executive officer of the Company and its shareholders.is “highly compensated” within the meaning of Code Section 414(q).

(iv)OTHER EMPLOYEES. The Committee may from time to time deem ineligible for participation hereunder any class or group of Employees, so long as the exclusion of such class or group from participation does not jeopardize the qualification of the Plan is intendedunder Code Section 423 or violate other applicable law.

(v)401(K) PLAN. If an Employee makes a hardship withdrawal from a cash or deferred arrangement established by the Company or a Subsidiary, the Employee will be prohibited from making employee contributions to permit the grant of Options qualifying underPlan as required by Section 422401(k) of the Code (“incentive stock options”) and the regulations thereunder.

3.3ELECTION TO PARTICIPATE

A.PAYROLL DEDUCTION AUTHORIZATION FORM. An Eligible Employee may elect to participate in the Plan by filing a properly completed authorization form, or such other authorization as the Plan Administrator shall require, with the party designated by the Plan Administrator no later than ten (10) business days before the Offering Commencement Date. Such form shall authorize automatic payroll deductions from a Participant’s Compensation for each pay period commencing on the Offering Commencement Date next succeeding receipt of the timely filed authorization form by the designated party (or such other date as may be designated by the


Plan Administrator), and continuing until (i) the Participant changes the amount of such payroll deductions pursuant to Section 3.3(C), (ii) the Participant becomes an ineligible Employee or withdraws from participation in the Plan pursuant to Article III, (iii) the Plan is suspended or terminated pursuant to Section 7.11, or (iv) the Committee otherwise determines, to the extent permitted by Code Section 423 or other applicable law.

B.PAYROLL DEDUCTIONS; CALENDAR YEAR LIMIT. The payroll deductions authorized by the Participant shall be in whole percentages for each pay period, in effect on the date the payroll deductions to which the authorization form relates are made. Purchases under the Plan in each calendar year will be limited to $10,000 of the Fair Market Value of Shares (determined as of the Offering Commencement Date) (with the limit applicable to each Offering during any calendar year being the annual limit reduced by the number of shares previously purchased for the calendar year using the Fair Market Value of the Shares as of the Offering Commencement Date of the applicable Offering period) or such other limit as may be determined by the Committee prior to the applicable Offering Commencement Date.

C.CHANGES IN PAYROLL DEDUCTIONS. Subject to Section 3.3(B), a Participant may increase or decrease the amount of payroll deductions previously authorized by filing a properly completed change form, or such other authorization as the Plan Administrator shall require, with the party and by the date designated by the Plan Administrator. Such change shall be made in whole percentages of Compensation, and shall be effective beginning on the Offering Commencement Date next succeeding the receipt of the timely filed change form by the designated party (or such other date as may be designated by the Plan Administrator).

D.PARTICIPANT’S ACCOUNT. The Company shall cause to be maintained payroll deduction Accounts for all Participants. Payroll deductions made from a Participant’s Compensation shall be credited to the Participant’s Account, and shall be applied for the purchase of Shares pursuant to Article IV. No interest shall be paid or allowed on any payroll deductions credited to a Participant’s Account.

3.4WITHDRAWAL FROM PARTICIPATION

A.IN GENERAL. A Participant may withdraw from participation in the Plan at any time up to ten (10) business days prior to the Offering Termination Date by filing a properly completed withdrawal form, or such other authorization as the Plan Administrator shall require, with the party and by the date designated by the Plan Administrator. As soon as practicable after receipt of the timely filed withdrawal form by the designated party, (i) all payroll deductions then credited to the Participant’s Account which have not already been applied for the purchase of Shares hereunder shall be paid to the Participant, without interest, and (ii) no further payroll deductions shall be made from the Participant’s Compensation and no Options shall be granted to the Participant during any Offering commencing thereafter, unless the Participant elects again to participate in the Plan pursuant to Section 3.3. However, a Participant who withdraws from participation in the Plan may not so qualifying, SARs, Restricted Stock Awards, Restricted Stock Units, Incentive Awards, Stock-Based Awards and Dividend Equivalentselect again to participate until the first Offering Commencement Date occurring at least one full calendar quarter following such withdrawal. Partial withdrawals from participation shall not be permitted.

B.TERMINATION OF EMPLOYMENT.

(i)If a Participant ceases to be an Employee for any reason other than death or retirement, on or before the last working day preceding the 10th day prior to any Offering


Termination Date, the Participant shall be deemed to have filed a withdrawal form in accordance with Section 3.4(A) on the Plandate such Participant ceases to be an Employee. If the Participant ceases to be an Employee after such last working day, the Participant shall be deemed to have (x) exercised any outstanding Options in accordance with Article IV on the Offering Termination Date with respect to the Shares to which the Participant is entitled to receive as a result of payroll deductions for the current Offering up to the time the Participant ceases to be an Employee, and procedures that may(y) immediately thereafter filed a withdrawal form in accordance with Section 3.4(A). The deemed filing of a withdrawal form pursuant to this Section shall have the same consequences as would the actual filing of a withdrawal form pursuant to Section 3.4(A). Shares in the Account of a Participant who experiences a termination of employment under the circumstances described in this Section 3.4(B) (i) will continue to be subject to the twelve (12)-month restriction period as discussed in Section 4.2(B) (iv).

(ii)In the event of the retirement or death of a Participant, prior to an Offering Termination Date, the Participant or his personal representative shall receive the Shares to which the Participant would have been entitled to receive as a result of such Participant’s payroll deductions, for the current Offering up to the time of retirement or death. Shares in the Account of a Participant who experiences a termination of employment described in this Section 3.4(B) (ii) will not be subject to the twelve-month restriction period described in Section 4.2(B) (iv).

C.HARDSHIP WITHDRAWAL. If a Participant makes a hardship withdrawal from a cash or deferred arrangement established by the Committee. No Option thatCompany or a Subsidiary and is intendedprohibited from making employee contributions to the Plan under Section 401(k) of the Code and the regulations thereunder, the Participant shall be deemed to have withdrawn from the Plan as of the date of such hardship withdrawal. In the event of any withdrawal from the Plan under this Section 3.4(C), no further payroll deductions will be made after the withdrawal is effective. However, for all other purposes of the Plan, the timing of the Participant’s withdrawal will be treated consistent with Section 3.4(A) above.


ARTICLE IV
GRANTING AND EXERCISE OF OPTIONS

4.1GRANTING OF OPTIONS

A.MONTHLY OFFERINGS. The Plan shall be implemented by Offerings to Participants of Options to purchase Shares. Offerings shall be made each calendar month. Each Offering shall commence on the Offering Commencement Date and shall terminate on the Offering Termination Date. Offerings shall continue to be made under the Plan until the later of (i) the date the maximum number of Shares identified in Article V has been purchased pursuant to Options granted hereunder, or (ii) the Plan is terminated or suspended pursuant to Section 7.10. The Committee shall have the power to change the duration of Offerings (including the commencement dates thereof) with respect to future Offerings, without shareholder approval, if such change is announced at least two (2) days prior to the scheduled beginning of the first Offering to be affected thereafter, provided, however, the duration of an incentive stock optionOffering may not exceed twelve (12) months.

B.GRANTING OF OPTIONS. On the Offering Commencement Date for each Offering period, subject to Section 3.3(B), a Participant automatically shall be invalidgranted a separate Option to purchase for failurethe applicable Exercise Price a maximum number of Shares equal to qualifythe accumulated payroll deductions credited to the Participant’s Account as an incentive stock option.of the Offering Termination Date for


such period, divided by 85% of the Fair Market Value of the Shares on the Offering Termination Date.

C.EXERCISE PRICE. The proceeds receivedExercise Price for Options granted hereunder shall be set by the Committee, provided, however, that the Exercise Price shall not be less than 85% of the Fair Market Value of the Shares on the Offering Termination Date. Unless otherwise provided by the Committee prior to the commencement of an Offering, the Exercise Price for that Offering shall be 85% of the Fair Market Value of the Shares on the Offering Termination Date.

4.2EXERCISE OF OPTIONS

A.AUTOMATIC EXERCISE. Except as otherwise provided in the Plan or determined by the Committee, an Option granted to a Participant hereunder shall be deemed to have been exercised automatically on the Offering Termination Date applicable to such Option. Such exercise shall be for the purchase, on or as soon as practicable after the Offering Termination Date, of the number of full and/or fractional Shares that the accumulated payroll deductions credited to the Participant’s Account as of the Offering Termination Date will purchase at the applicable Exercise Price (but not in excess of the number of Shares for which an Option has been granted to the Participant pursuant to Section 4.1). The Participant’s Account shall be charged for the amount of the purchase, and the Participant’s ownership of the Shares purchased shall be appropriately evidenced on the books of the Company.

B.RESTRICTIONS ON EXERCISE OF OPTIONS

(i)EXERCISE OF OPTIONS. As required by Code Section 423, any Option granted hereunder shall in no event be exercisable after the expiration of twenty-seven (27) months following the Offering Commencement Date applicable thereto.

(ii)EXERCISE BY THE PARTICIPANT ONLY. During the Participant’s lifetime, any Option granted to the Participant shall be exercisable only by such Participant.

(iii)OTHER RESTRICTIONS. Under no circumstances shall any Option be exercised, nor shall any Shares be issued hereunder, until such time as the Company fromshall have complied with all applicable requirements of (a) the saleAct, (b) all applicable listing requirements of sharesany securities exchange on which the Shares are listed, and (c) all other applicable requirements of Common Stocklaw or regulation.

(iv)HOLDING PERIOD. Shares purchased pursuant to this Plan may not be used for general corporate purposes.

ARTICLE III
ADMINISTRATION

The Plan shall be administeredsold, assigned, transferred, pledged, exchanged, encumbered or otherwise disposed of in any way (other than by the Committee. The Committee shall have authority to grant Awards upon such terms (not inconsistent with the provisions of this Plan) as the Committee may consider appropriate. Such terms may include conditions (in addition to those contained in this Plan) on the exercisability, transferability, and forfeitability of all or any part of an Option or SAR, the transferability or forfeitability of a Restricted Stock Award,will or the grant, settlement, forfeitability,laws of descent or transferability of a Restricted Stock Unit, an Incentive Award, a Stock-Based Award or a Dividend Equivalent among other terms. Notwithstanding any such conditions,distribution) during the Committee may, in its discretion and whether or not in connection with a Change in Control, accelerate the time at which any Option or SAR may be exercised, or the time at which a Restricted Stock Award may become transferable or nonforfeitable or the time at which an Incentive Award, an award of Restricted Stock Units, a Stock-Based Award or a Dividend Equivalent may be earned and settled. In addition, the Committee shall have complete authority to interpret all provisions of this Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules and regulations pertaining to the administration of the Plan; and to make all other determinations necessary or advisable for the administration of this Plan. The express grantapplicable Holding Period, except in the Planevent of any specific power to the Committee shall not be construeddeath or retirement as limiting any power or authority of the Committee. Any decision made, or action taken, by the Committeediscussed in connection with the administration of this Plan shall be final, binding and conclusive on all Persons having any interest in the Plan or any Awards granted thereunder. The members of the Committee shall not be liable for any act done in good faith with respect to this Plan or any Agreement or Award. Unless otherwise Section 3.4(B); provided by the Bylaws of the Company, by resolution of the Board or applicable law, a majority of the members of the Committee shall constitute a quorum, and acts of the majority of the members present at any meeting at which a quorum is present, and any acts approved in writing by all members of the Committee without a meeting, shall be the acts of the Committee.
To the extent applicable law and the rules of any national stock exchange on which the shares of Common Stock are traded so permit,, however, that the Committee, in its discretion, may delegate to oneshorten the Holding Period or more officers of the Company all or part of the Committee’s authority and duties with respect to Awards to be granted to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. The Committee may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with

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the terms of the Plan and the Committee’s prior delegation. If and to the extent deemed necessary by the Board, (i) all Awards granted to any individual who is subject to the reporting and other provisions of Section 16 of the Exchange Act shall be made and administered by a Committee comprised solely of two or more directors, all of whom are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act, to the extent necessary to exempt the Award from the short-swing profit rules of Section 16(b) of the Exchange Act, (ii) all Awards granted to an individual who is a Named Executive Officer shall be made and administered by a Committee comprised solely of two or more directors, all of whom are “outside directors” within the meaning of Section 162(m) of the Code, to the extent necessary to preserve any deduction under Section 162(m) of the Code and (iii) all Awards granted to any delegate of the Committee shall be made and administered by the Committee. An Award granted to an individual who is a member of the Committee may be approved by the Committee but with such member abstaining or recusing himself or herself from such action, provided that, upon such abstention or recusal, there is a quorumotherwise provide for the Committeelapse of any restrictions outstanding on any Shares. All certificates issued to act. Such action, authorized by the Committee upon the abstention or recusal of the member to whom the Award is to be granted, shall be the action of the Committee for purposes of the Plan. An Award granted to an individual who is a member of the Committee also may be approved by the Committee in accordance with the applicable Committee charters then in effect and other applicable law.
The CompanyParticipants following each Offering Termination Date shall bear all expenses of administering this Plan. The Company shall indemnify and hold harmless each person who is or shall have been a member oflegend in substantially the Committee acting as administrator of the Plan, or any delegate of such, against and from any cost, liability, loss or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any action, claim, suit, or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or not taken under the Plan and against and from any and all amounts paid by such person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction of any judgment in any such action, suit, or proceeding against such person, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. Notwithstanding the foregoing, the Company shall not indemnify and hold harmless any such person if (i) applicable law or the Company’s Articles of Incorporation or Bylaws prohibit such indemnification or (ii) such person did not act in good faith and in a manner that such person believed to be consistent with the Plan or (iii) such person’s conduct constituted gross negligence or willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law or otherwise, or under any other power that the Company may have to indemnify such person or hold him or her harmless. The provisions of the foregoing indemnity shall survive indefinitely the term of this Plan.

ARTICLE IV
ELIGIBILITY

Any Employee of the Company or an Affiliate (including an entity that becomes an Affiliate after the adoption of this Plan), a member of the Board or the Board of Directors of an Affiliate (including an entity that becomes an Affiliate after the adoption of the Plan) (whether or not such board member is an Employee), any other Consultant or person or entity that provides services to the Company or an Affiliate (including an entity that becomes an Affiliate after the adoption of the Plan) and any entity which is a wholly-owned alter ego of such employee, member of the Board or Board of Directors of an Affiliate or other Person who provides services, is eligible to participate in this Plan if the Committee, in its sole discretion, determines that such person or entity has contributed significantly or can be expected to

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contribute significantly to the profits or growth of the Company or any Affiliate or if it is otherwise in the best interest of the Company or any Affiliate for such person or entity to participate in this Plan. With respect to any Board member who is (i) designated or nominated to serve as a Board member by a shareholder of the Company and (ii) an employee of such shareholder of the Company, then, at the irrevocable election of the employing shareholder, the Person or entity who shall be eligible to participate in this Plan on behalf of the service of the respective Board member shall be the employing shareholder (or one of its Affiliates). To the extent such election is made, the respective Board member shall have no rights hereunder as a Participant with respect to such Board member’s participation in this Plan. An Award may be granted to a Person or entity who has been offered employment or service by the Company or an Affiliate and who would otherwise qualify as eligible to receive the Award to the extent that Person or entity commences employment or service with the Company or an Affiliate, provided that such Person or entity may not receive any payment or exercise any right relating to the Award, and the grant of the Award will be contingent, until such Person or entity has commenced employment or service with the Company or an Affiliate.

ARTICLE V
COMMON STOCK SUBJECT TO PLAN

5.01    Common Stock Issued

Upon the issuance of shares of Common Stock pursuant to an Award, the Company may deliver to the Participant (or the Participant’s broker if the Participant so directs) shares of Common Stock from its authorized but unissued Common Stock, treasury shares or reacquired shares, whether reacquired on the open market or otherwise.
5.02    Aggregate Limit

The maximum aggregate number of shares of Common Stock that may be issued under this Plan and to which Awards may relate is the sum of (i) 1,453,600 shares plus (ii) that number of shares of Common Stock that are represented by Awards that previously have been granted and are outstanding under the Plan on the effective date of this amendment and restatement and which subsequently expire or otherwise lapse, are terminated or forfeited, are settled in cash, or exchanged with the Committee’s permission, prior to the issuance of shares of Common Stock, for Awards not involving shares of Common Stock, without in each case the issuance of the underlying shares of Common Stock. One hundred percent (100%) of such shares may be issued pursuant to Options. Alternatively, one hundred percent (100%) of such shares may be issued pursuant to Options, SARs, Restricted Stock Awards, Restricted Stock Units, Incentive Awards, Stock-Based Awards or Dividend Equivalents or any combination thereof. To the extent shares of Common Stock not issued under an Option must be counted against this limit as a condition to satisfying the rules applicable to incentive stock options, such rule shall apply to the limit on incentive stock options granted under the Plan. The maximum number of shares of Common Stock that may be issued in each instance shall be subject to adjustment as provided in Article XV; provided, however, that (i) substitute Awards granted under Article XV shall not reduce the shares of Common Stock otherwise available under the Plan (to the extent permitted by applicable stock exchange rules) and (ii) available shares of stock under a shareholder-approved plan of an acquired company (as appropriately adjusted to reflect the transaction) also may be used for Awards under the Plan and shall not reduce the number of shares of Common Stock otherwise available under the Plan (subject to applicable stock exchange requirements).

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5.03    Individual Limitfollowing form:

In any calendar year, no Participant may be granted (i) Options, SARs or Stock-Based Awards in the nature of purchase rights or any combination thereof, or (ii) any Restricted Stock Awards, Restricted Stock Units, Stock-Based Awards not in the nature of purchase rights or Dividend Equivalents or any combination thereof, that are intended to be qualified performance-based compensation under Section 162(m) of the Code, that in the aggregate relate to more than 500,000The shares of Common Stock; provided, however, that if the Award is denominated in shares of Common Stock but an equivalent amount of cash is delivered in lieu of delivery of shares of Common Stock, the foregoing limit shall be applied based on the methodology usedrepresented by the Committee to convert the number of shares of Common Stock into cash. For purposes of the foregoing limit, an Option and its Corresponding SAR shall be treated as a single Award. No Participant may be granted Incentive Awards that are intended to be qualified performance-based compensation under Section 162(m) of the Code (i) with reference to a specified dollar limit for more than $4,000,000 (prorated up or down for performance periods that are greater or lesser than twelve (12) months); provided, however, that if the Award is denominated in cash but an equivalent amount of shares of Common Stock are delivered in lieu of delivery of cash, the foregoing limit shall be applied to the cash based on the methodology used by the Committee to convert the cash into shares of Common Stock, or (ii) in any calendar year with reference to a specified number of shares of Common Stock for more than 500,000shares of Common Stock; provided, however, that if the Award is denominated in shares of Common Stock but an equivalent amount of cash is delivered in lieu of delivery of shares of Common Stock, the foregoing limit shall be applied based on the methodology used by the Committee to convert the number of shares of Common Stock into cash. If an Award that a Participant holds is cancelled or subject to a repricing within the meaning of the regulations under Section 162(m) of the Code (after shareholder approval as required herein), the cancelled Award shall continue to be counted against the maximum number of shares of Common Stock for which Awards may be granted to the Participant in any calendar year as required under Section 162(m) of the Code. In addition to the limits set forth herein, (i) the maximum number of shares of Common Stock that may be covered by Awards stated with reference to a specific number of shares of Common Stock and granted to any one Participant in connection with the Participant’s service as a member of the Board and the Board of Directors of any Affiliate during any calendar year shall be 500,000 shares of Common Stock and (ii) for Awards stated with reference to a specific dollar amount, the maximum amount that may be earned and become payable to any one Participant in connection with the Participant’s service as a member of the Board and the Board of Directors of any Affiliate for any consecutive twelve (12)-month period shall equal $1,000,000 (prorated up or down for periods that are greater or lesser than twelve (12) months), in each case applied as described above for the other individual limitations. The maximum number of shares that may be granted in any calendar year to any Participant shall be subject to adjustment as provided in Article XV.
5.04    Awards Settled in Cash; Reissue of Awards and Shares

Except as set forth below, a share of Common Stock issued in connection with any Award under the Plan shall reduce the maximum aggregate number of shares of Common Stock available for issuance under the Plan by one; provided, however, that a share of Common Stock covered under a stock-settled SAR shall reduce the maximum aggregate number of shares of Common Stock available for issuance under the Plan by one even though the shares of Common Stock are not actually issued in connection with settlement of the stock-settled SAR. Except as otherwise provided herein, (i) any shares of Common Stock related to an Award which terminates by expiration, forfeiture, cancellation or otherwise without issuance of shares of Common Stock, which is settled in cash in lieu of Common Stock or which is exchanged, with the Committee’s permission, prior to the issuance of shares of Common Stock, for Awards not involving shares of Common Stock, (ii) shares of Common Stock not issued or delivered as a

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result of the net settlement of an outstanding Award, and (iii) shares of Common Stock tendered or withheld to pay the purchase price or withholding taxes relating to an outstanding Award, shall again be available for issuance under the Plan. The treatment of Awards contemplated by the immediately preceding clauses (ii) and (iii) shall also apply to any Awards which previously have been granted and are outstanding under the Plan. The following shares of Common Stock, however, may not again be made available for issuance as Awards under the Plan: shares of Common Stock repurchased on the open market with the proceeds of the purchase price of an Award.

ARTICLE VI
OPTIONS

6.01    Grant

In accordance with the provisions of Article IV, the Committee will designate each individual or entity to whom an Option is to be granted and will specify the number of shares of Common Stock covered by such grant and whether the Option is an incentive stock option or a nonqualified stock option. Notwithstanding any other provision of the Plan or any Agreement, the Committee may only grant an incentive stock option to an individual who is an Employee of the Company or an Affiliate. An Option may be granted with or without a Corresponding SAR.
6.02    Option Price

The price per share of Common Stock purchased on the exercise of an Option shall be determined by the Committee on the date of grant, but shall not be less than the Fair Market Value of a share of Common Stock on the date the Option is granted. However, if at the time of grant of an Option that is intended to be an incentive stock option, the Participant is a Ten Percent Shareholder, the price per share of Common Stock purchased on the exercise of such Option shall not be less than 110% of the Fair Market Value of a share of Common Stock on the date the Option is granted.
6.03    Maximum Option Period

The maximum period in which an Option may be exercised shall be determined by the Committee on the date of grant, except that no Option shall be exercisable after the expiration of ten years from the date such Option was granted (five years from the date such Option was granted in the event of an incentive stock option granted to a Ten Percent Shareholder).
6.04    Exercise

Subject to the provisions of this Plan and the applicable Agreement, an Option may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine; provided, however, that incentive stock options (granted under the Plan and all plans of the Company and its Affiliates)certificate may not be first exercisable in a calendar year for sharessold, assigned, transferred, pledged, exchanged, encumbered or otherwise disposed of Common Stock having a Fair Market Value (determined as of the date the Option is granted) exceeding $100,000. If the limitation is exceeded, the Options that cause the limitation to be exceeded shall be treated as nonqualified stock options. An Option granted under this Plan may be exercised with respect to any number of whole shares less than the full number for which the Option could be exercised. A partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining shares subject to the Option. The

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exercise of an Option shall result in the termination of the Corresponding SAR to the extent of the number of shares with respect to which the Option is exercised.
6.05    Payment

Subject to rules established by the Committee and unless otherwise provided in an Agreement, payment of all or part of the Option price shall be made in cash or cash equivalent acceptable to the Committee. If the Agreement so provides, the Committee, in its discretion and provided applicable law so permits, may allow a Participant to pay all or part of the Option price (i) by surrendering (actually or by attestation) shares of Common Stock to the Company that the Participant already owns; (ii) by a cashless exercise through a broker; (iii) by means of a “net exercise” procedure; (iv) by such other medium of payment as the Committee in its discretion shall authorize or (v) by any combination of the aforementioned methods of payment. If shares of Common Stock are used to pay all or part of the Option price, the sum of the cash and cash equivalent and the Fair Market Value (determined as of the day preceding the date of exercise) of the shares surrendered must not be less than the Option price of the shares for which the Option is being exercised.
6.06    Shareholder Rights

No Participant shall have any rights as a shareholder with respect to shares subject to his or her Option until the date of exercise of such Option.
6.07    Disposition of Shares

A Participant shall notify the Company of any sale or other disposition of shares of Common Stock acquired pursuant to an Option that was designated an incentive stock option if such sale or disposition occurs (i) within two years of the grant of an Option or (ii) within one year of the issuance of shares of Common Stock to the Participant. Such notice shall be in writing and directed to the Secretary of the Company.
6.08    No Liability of Company

The Company shall not be liable to any Participant or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that an Option intended to be an incentive stock option and granted hereunder does not qualify as an incentive stock option.

ARTICLE VII
SARS

7.01    Grant

In accordance with the provisions of Article IV, the Committee will designate each individual or entity to whom SARs are to be granted and will specify the number of shares of Common Stock covered by such grant. In addition, no Participant may be granted Corresponding SARs (under this Plan and all other incentive stock option plans of the Company and its Affiliates) that are related to incentive stock options which are first exercisable in any calendar year for shares of Common Stock having an aggregate Fair Market Value (determined as of the date the related Option is granted) that exceeds $100,000.

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7.02    Maximum SAR Period

The term of each SAR shall be determined by the Committee on the date of grant, except that no SAR shall have a term of moreway (other than ten years from the date such SAR was granted (five years for a Corresponding SAR that is related to an incentive stock option and that is granted to a Ten Percent Shareholder). No Corresponding SAR shall be exercisable or continue in existence after the expiration of the Option to which the Corresponding SAR relates.
7.03    Exercise

Subject to the provisions of this Plan and the applicable Agreement, a SAR may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine; provided, however, that a SAR may be exercised only when the Fair Market Value of the Common Stock that is subject to the exercise exceeds the Initial Value of the SAR and a Corresponding SAR may be exercised only to the extent that the related Option is exercisable. A SAR granted under this Plan may be exercised with respect to any number of whole shares less than the full number for which the SAR could be exercised. A partial exercise of a SAR shall not affect the right to exercise the SAR from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining shares subject to the SAR. The exercise of a Corresponding SAR shall result in the termination of the related Option to the extent of the number of shares with respect to which the SAR is exercised.
7.04    Settlement

The amount payable as a result of the exercise of a SAR shall be settled in cash, by the issuance of shares of Common Stock or by a combination thereof as the Committee in its sole discretion determines and sets forth in the applicable Agreement. No fractional share will be deliverable upon the exercise of a SAR but a cash payment will be made in lieu thereof.
7.05    Shareholder Rights

No Participant shall, as a result of receiving a SAR, have any rights as a shareholder of the Company or any Affiliate until the date that the SAR is exercised and then only to the extent that the SAR is settled by the issuance of Common Stock.

ARTICLE VIII
RESTRICTED STOCK AWARDS

8.01    Award

In accordance with the provisions of Article IV, the Committee will designate each individual or entity to whom a Restricted Stock Award is to be granted, will specify the number of shares of Common Stock covered by such grant and the price, if any, to be paid for each share of Common Stock covered by the grant.
8.02    Payment

Unless the Agreement provides otherwise, if the Participant must pay for a Restricted Stock Award, payment of the Award shall be made in cash or cash equivalent acceptable to the Committee. If the

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Agreement so provides, the Committee, in its discretion and provided applicable law so permits, may allow a Participant to pay all or part of the purchase price (i) by surrendering (actually or by attestation) shares of Common Stock to the Company the Participant already owns, (ii) by means of a “net exercise” procedure by the surrender of shares of Common Stock to which the Participant is otherwise entitled under the Restricted Stock Award, (iii) by such other medium of payment as the Committee in its discretion shall authorize or (iv) by any combination of the foregoing methods of payment. If Common Stock is used to pay all or part of the purchase price, the sum of cash and cash equivalent and other payments and the Fair Market Value (determined as of the day preceding the date of purchase) of the Common Stock surrendered must not be less than the purchase price of the Restricted Stock Award. A Participant’s rights in a Restricted Stock Award may be subject to repurchase upon specified events as determined by the Committee and set forth in the Agreement.
8.03    Vesting

The Committee, on the date of grant may, but need not, prescribe that a Participant’s rights in the Restricted Stock Award shall be forfeitable and nontransferable for a period of time or subject to such conditions as may be set forth in the Agreement. Notwithstanding any provision herein to the contrary, the Committee, in its sole discretion may grant Restricted Stock Awards that are nonforfeitable and transferable immediately upon grant. Notwithstanding the preceding sentences, if and to the extent deemed necessary by the Committee, Restricted Stock Awards granted to Named Executive Officers shall be forfeitable and nontransferable subject to attainment of objectively determinable performance conditions based on the criteria described in Article XIV and shall be subject to the other requirements set forth in Article XIV so as to enable such Restricted Stock Award to qualify as “qualified performance-based compensation” under the regulations promulgated under Section 162(m) of the Code. Except as set forth in Section 13.03, a Restricted Stock Award can only become nonforfeitable and transferable during the Participant’s lifetime in the hands of the Participant.
8.04    Maximum Restriction Period

To the extent the Participant’s rights in a Restricted Stock Award are forfeitable and nontransferable for a period of time, the Committee on the date of grant shall determine the maximum period over which the rights may become nonforfeitable and transferable, except that such period shall not exceed ten years from the date of grant.
8.05    Shareholder Rights

Prior to their forfeiture (in accordance with the applicable Agreement and while the shares of Common Stock granted pursuant to the Restricted Stock Award may be forfeited and are nontransferable), a Participant will have all rights of a shareholder with respect to a Restricted Stock Award, including the right to receive dividends and vote the shares; provided, however, that during such period (i) a Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares granted pursuant to a Restricted Stock Award, (ii) the Company shall retain custody of the certificates evidencing shares granted pursuant to a Restricted Stock Award, and (iii) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to each Restricted Stock Award. In lieu of retaining custody of the certificates evidencing shares granted pursuant to a Restricted Stock Award, the shares of Common Stock granted pursuant to the Restricted Stock Award may, in the Committee’s discretion, be held in escrow by the Company or recorded as outstanding by notation on the stock records of the Company, until the Participant’s interest in such shares of Common Stock vest. Notwithstanding the preceding sentences, if and to the extent deemed necessary by the Committee, dividends payable with respect to Restricted Stock

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Awards may accumulate (without interest) and become payable to the Participant at the time, and only to the extent that, the portion of the Restricted Stock Award to which the dividends relate has become transferable and nonforfeitable. The limitations set forth in the preceding sentences shall not apply after the shares granted under the Restricted Stock Award are transferable and are no longer forfeitable.

ARTICLE IX
RESTRICTED STOCK UNITS

9.01    Grant

In accordance with the provisions of Article IV, the Committee will designate each individual or entity to whom a grant of Restricted Stock Units is to be made and will specify the number of shares covered by such grant.
9.02    Earning the Award

The Committee, on the date of grant of the Restricted Stock Units, shall prescribe that the Restricted Stock Units will be earned and become payable subject to such conditions as are set forth in the Agreement. If and to the extent deemed necessary by the Committee, Restricted Stock Units granted to Named Executive Officers shall become payable upon the satisfaction of objectively determinable performance conditions based on the criteria described in Article XIV and shall be subject to the other requirements set forth in Article XIV so as to enable such Restricted Stock Units to qualify as “qualified performance-based compensation” under the regulations promulgated under Section 162(m) of the Code.
9.03    Maximum Restricted Stock Unit Award Period

The Committee, on the date of grant, shall determine the maximum period over which Restricted Stock Units may be earned, except that such period shall not exceed ten years from the date of grant.
9.04    Payment

The amount payable to the Participant by the Company when an Award of Restricted Stock Units is earned shall be settled by the issuance of one share of Common Stock for each Restricted Stock Unit that is earned. A fractional share of Common Stock shall not be deliverable when an Award of Restricted Stock Units is earned, but a cash payment will be made in lieu thereof.
9.05    Shareholder Rights

No Participant shall, as a result of receiving a grant of Restricted Stock Units, have any rights as a shareholder, nor any rights to vote the underlying shares of Common Stock, until and then only to the extent that the Restricted Stock Units are earned and settled in shares of Common Stock. However, notwithstanding the foregoing, the Committee in its sole discretion may set forth in the Agreement that, for so long as the Participant holds any Restricted Stock Units, if the Company pays any cash dividends on its Common Stock, then (a) the Company may pay the Participant in cash for each outstanding Restricted Stock Unit covered by the Agreement as of the record date of such dividend, less than any required withholdings, the per share amount of such dividend or (b) the number of outstanding Restricted Stock Units covered by the Agreement may be increased by the number of Restricted Stock Units, rounded down to the nearest whole number, equal to (i) the product of the number of the Participant’s outstanding Restricted Stock Units as of the record date for such dividend multiplied by the per share

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amount of the dividend divided by (ii) the fair market value of a share of Common Stock on the payment date of such dividend. In the event additional Restricted Stock Units are awarded, such Restricted Stock Units shall be subject to the same terms and conditions set forth in the Plan and the Agreement as the outstanding Restricted Stock Units with respect to which they were granted. Notwithstanding the preceding sentences, if and to the extent deemed necessary by the Committee, dividends payable with respect to Restricted Stock Units may accumulate (without interest) and become payable to the Participant at the time, and only to the extent that, the portion of the Restricted Stock Units to which the dividends relate has become earned and payable. The limitations set forth in the preceding sentences shall not apply after the Restricted Stock Units become earned and payable and shares are issued thereunder.

ARTICLE X
INCENTIVE AWARDS

10.01    Grant

In accordance with the provisions of Article IV, the Committee will designate each individual or entity to whom Incentive Awards are to be granted. All Incentive Awards shall be determined exclusively by the Committee under the procedures established by the Committee.
10.02    Earning the Award

The Committee, on the date of grant of an Incentive Award, shall specify in the applicable Agreement the terms and conditions which govern the grant, including without limitation, whether the Participant, to be entitled to payment, must be employed or providing services to the Company or an Affiliate at the time the Incentive Award is to be paid. If and to the extent deemed necessary by the Committee, Incentive Awards granted to Named Executive Officers shall be earned and become payable upon the satisfaction of objectively determinable performance conditions based on the criteria described in Article XIV and shall be subject to the other requirements set forth in Article XIV so as to enable the Incentive Awards to qualify as “qualified performance-based compensation” under the regulations promulgated under Section 162(m) of the Code.
10.03    Maximum Incentive Award Period

The Committee, at the time an Incentive Award is made, shall determine the maximum period over which the Incentive Award may be earned, except that such period shall not exceed ten years from the date of grant.
10.04    Payment

The amount payable when an Incentive Award is earned may be settled in cash, by the issuance of shares of Common Stock or by a combination thereof, as the Committee in its sole discretion determines and sets forth in the applicable Agreement. A fractional share of Common Stock shall not be deliverable when an Incentive Award is earned, but a cash payment will be made in lieu thereof.
10.05    Shareholder Rights

No Participant shall, as a result of receiving an Incentive Award, have any rights as a shareholder of the Company or any Affiliate on account of such Incentive Award, unless and then only to the extent that the Incentive Award is earned and settled in shares of Common Stock.

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ARTICLE XI
STOCK-BASED AWARDS

11.01    Stock-Based Awards

The Committee is authorized, subject to limitations under applicable law, to grant to a Participant such other Awards that may be denominated or payable in, valued in whole or in part by reference to or otherwise based on shares of Common Stock, including, without limitation, convertible or exchangeable securities, and other rights convertible or exchangeable into shares of Common Stock or the cash value of shares of Common Stock. The Committee shall determine the terms and conditions of any such Stock-Based Awards. Common Stock delivered pursuant to a Stock-Based Award in the nature of purchase rights shall be purchased for such consideration not less than the Fair Market Value of the shares of Common Stock as of the date the Stock-Based Award is granted (subject to Article XVI and Section 18.12 with respect to substitute Awards), and may be paid for at such times, by such methods, and in such forms, including, without limitation, cash, shares of Common Stock, other Awards, notes or other property, as the Committee shall determine. The maximum time period in which a Stock-Based Award in the nature of purchase rights may be exercised shall be determined by the Committee on the date of grant, except that no Stock-Based Award in the nature of purchase rights shall be exercisable after the expiration of ten (10) years from the date such Stock-Based Award was granted. Cash awards, as an element of or supplement to any other Award under the Plan, also may be granted pursuant to this Plan.
11.02    Bonus Stock and Awards in Lieu of Other Obligations

The Committee also is authorized (i) to grant to a Participant shares of Common Stock as a bonus, (ii) to grant shares of Common Stock or other Awards in lieu of other obligations of the Company or any Affiliate to pay cash or to deliver other property under this Plan or under any other plans or compensatory arrangements of the Company or any Affiliate, (iii) to use available shares of Common Stock as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company or an Affiliate, and (iv) subject to Section 18.12 below, to grant as alternatives to or replacements of Awards granted or outstanding under the Plan or any other plan or arrangement of the Company or any Affiliate, subject to such terms as shall be determined by the Committee and the overall limitation on the number of shares of Common Stock that may be issued under the Plan. Notwithstanding any other provision hereof, shares of Common Stock or other securities delivered to a Participant pursuant to a purchase right granted under this Plan shall be purchased for consideration, the Fair Market Value of which shall not be less than the Fair Market Value of such shares of Common Stock or other securities as of the date such purchase right is granted.

ARTICLE XII
DIVIDEND EQUIVALENTS

The Committee is authorized to grant Dividend Equivalents to a Participant which may be awarded on a free-standing basis or in connection with another Award. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional shares of Common Stock, other Awards or other investment vehicles, subject to restrictions on transferability, risk of forfeiture and such other terms as the Committee may specify and set forth in the applicable Agreement. Notwithstanding the foregoing, no Dividend Equivalents may be awarded in connection with an Option, SAR or Stock-Based Award in the nature of purchase rights.

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ARTICLE XIII
TERMS APPLICABLE TO ALL AWARDS

13.01    Written Agreement

Each Award shall be evidenced by a written Agreement (including any amendment or supplement thereto) between the Company and the Participant specifying the terms and conditions of the Award granted to such Participant. Awards may be granted singly, in combination or in tandem with other Awards. Each Agreement should specify whether the Award is intended to be a Non-409A Award or a 409A Award.
13.02    Nontransferability

Except as provided in Section 13.03, each Award granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution. In the event of any transfer of an Option or Corresponding SAR (by the Participant or his transferee), the Option and Corresponding SAR that relates to such Option must be transferred to the same person or persons or entity or entities. Except as provided in Section 13.03, during the lifetime of the Participant to whom the Option or SAR is granted, the Option or SAR may be exercised only by the Participant. No right or interest of a Participant in any Award shall be liable for, or subject to, any lien, obligation, or liability of such Participant or his transferee.
13.03    Transferable Awards

Section 13.02 or any other provision of the Plan to the contrary notwithstanding, if the Agreement so provides, an Award that is not an incentive stock option or a Corresponding SAR that relates to an incentive stock option may be transferred by a Participant to any of such class of transferees who can be included in the class of transferees who may rely on a Form S-8 Registration Statement under the Securities Act of 1933 to sell shares issuable upon exercise or payment of such Awards granted under the Plan. Any such transfer will be permitted only if (i) the Participant does not receive any consideration for the transfer, (ii) the Committee expressly approves the transfer and (iii) the transfer is on such terms and conditions as are appropriate for the class of transferees who may rely on the Form S-8 Registration Statement. The holder of the Award transferred pursuant to this Section shall be bound by the same terms and conditions that governed the Award during the period that it was held by the Participant; provided, however, that such transferee may not transfer the Award except by will or the laws of descent and distribution.distribution) for a period commencing on [insert applicable Offering Termination Date] and ending one (1) year thereafter (the “Holding Period”); provided, however, that the committee administering the


Atlanticus Holdings Corporation Second Amended and Restated Employee Stock Purchase Plan, in its discretion, may shorten the Holding Period or otherwise provide for the lapse of any restrictions outstanding on any such shares.

C.ISSUANCE OF CERTIFICATES. Certificates with respect to Shares purchased hereunder shall be issued to the Participant upon request by the Participant to the Transfer Agent. The Transfer Agent shall issue and deliver such certificates as soon as practicable after receipt of such a request. The Participant shall pay any fees charged by the Transfer Agent for its services. The Company shall not be required to issue any certificates for fractional Shares. If a Participant requests certificates for Shares for the purpose of disposing of all of the Participant’s Shares, the Company shall pay to the Participant cash in lieu of any fractional Shares, based on the Fair Market Value of such fractional Shares as of the date of the issuance of such certificates.

D.REGISTRATION OF CERTIFICATES. Certificates shall be registered only in the name of the Participant or the Participant and his or her spouse.

E.RIGHTS AS A SHAREHOLDER. The Participant shall have no rights or privileges of a shareholder of the Company with respect to Options granted or Shares purchased hereunder, unless and until such Shares shall have been appropriately evidenced on the books of the Company.

F.DISPOSITIONS OF STOCK. A Participant who acquires Shares hereunder shall notify the Company, in writing, if Participant sells, transfers or otherwise disposes of such Shares before the later of (i) one year after the Offering Termination Date or (ii) two years after the Offering Commencement Date on which the Option was granted. Each Participant agrees to instruct his or her personal representatives to notify the Company if the Participant dies holding Shares acquired under the Plan.

ARTICLE V
STOCK

5.1MAXIMUM SHARES. The maximum aggregate number of Shares which may be purchased under the Plan shall be 500,000, subject to adjustment upon certain corporate changes as provided in Section 5.2. If the total number of Shares for which Options are exercised on any Offering Termination Date exceeds such maximum number, the Committee shall make a pro rata allocation of the Shares available for purchase in as nearly a uniform manner as shall be practicable and as it shall determine to be equitable, and the balance of payroll deductions credited to the Account of each Participant shall, to the extent not applied for the purchase of Shares, be refunded to the Participants, without interest, as soon as practicable thereafter.

5.2ADJUSTMENT UPON CORPORATE CHANGES. In the event of any transferstock dividend, stock split, recapitalization (including, without limitation, the payment of an Optionextraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to shareholders (other than ordinary cash dividends), exchange of Shares, or Corresponding SAR (by the Participant or his transferee), the Option and Corresponding SAR that relates to such Option must be transferredother similar corporate change with respect to the same personCompany, the Committee (i) shall determine the kind of Shares that may be purchased under the Plan after such event, and (ii) may, in its discretion, adjust the aggregate number of Shares available for purchase under the Plan or persons or entity or entities. Unless transferredsubject to outstanding Options and the respective Exercise Prices applicable to outstanding Options. Any adjustment made by the Committee pursuant to the preceding sentence shall be conclusive and binding on the Company and all Employees.



ARTICLE VI
ADMINISTRATION

6.1APPOINTMENT OF COMMITTEE. Except as providedotherwise delegated by the Committee pursuant to this Article VI, (i) the Plan shall be administered by the Committee, (ii) the Committee shall have full authority to administer and interpret the Plan in Section 8.05, Restricted Stock may notany manner it deems appropriate in its sole discretion, and (iii) the determinations of the Committee shall be transferred priorbinding on and conclusive as to becoming nonforfeitable and transferable.
13.04    Employee Statusall parties.

If6.2DELEGATION OF CERTAIN AUTHORITY TO PLAN ADMINISTRATOR. Except as otherwise provided in the terms of any Award provide that it may be exercisedPlan, required by applicable law, or paid only during employment or continued service or within a specified period of time after termination of employment or continued service,determined by the Committee, may decidethe Plan Administrator shall be responsible for the performance of such administrative duties under the Plan not otherwise reserved to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasonsthe Committee.

6.3COMPLIANCE WITH APPLICABLE LAW. The Plan shall not be deemed interruptionsinterpreted or administered in any way that would cause the Plan to be in violation of continuous employmentCode Section 423 or service. For purposesother applicable law.

6.4EXPENSES. The Company shall pay all expenses related to the administration of the Plan, employmentexcept charges imposed by the Transfer Agent for issuing certificates for Shares, sales charges and continued service shall be deemedcommissions applicable to exist betweenShares, charges for back records and research performed at the request of the Participant, and such other expenses as may be designated by the Company and/or an Affiliate if, atCommittee. The Participant shall pay all expenses related to the time of the determination, the Participant is a director, officer, employee, consultant or advisor of the Company or an Affiliate. A Participant on military

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leave, sick leave or other bona fide leave of absence shall continue to be considered an employee for purposes of the Plan during such leave if the period of leave does not exceed three months, or, if longer, so long as the individual’s right to re-employment with the Company or any of its Affiliates is guaranteed either by statute or by contract. If the period of leave exceeds three months,Participant’s Shares and the individual’s right to re-employment is not guaranteed by statute or by contract, the employment shall be deemed to be terminated on the first day after the endrelated administration of such three-month period. Except as may otherwise be expressly provided in an Agreement, Awards granted to a director, officer, employee, consultant or adviser shall not be affected by any change in the status of the Participant so long as the Participant continues to be a director, officer, employee, consultant or advisor to the Company or any of its Affiliates (regardless of having changed from one to the other or having been transferred from one entity to another). The Participant’s employment or continued service shall not be considered interrupted in the event the Committee, in its discretion and as specified at or prior to such occurrence, determines there is no interruption in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or an Affiliate, except that if the Committee does not otherwise specify such at or prior to such occurrence, the Participant will be deemed to have a termination of employment or continuous service to the extent the Affiliate that employs the Participant is no longer the Company or an entity that qualifies as an Affiliate. The foregoing provisions apply to a 409A Award only to the extent Section 409A of the Code does not otherwise treat the Participant as continuing in service or employment or as having a separation from service at an earlier time.
13.05    Change in Control

Notwithstanding any provision of any Agreement, the Committee in its discretion may
(i)declare that outstanding Options, SARs and Stock-Based Awards in the nature of purchase rights previously granted under the Plan, whether or not then exercisable, shall terminate on the Control Change Date without any payment to the holder thereof, provided the Committee gives prior written notice to the holders of such termination and gives such holders the right to exercise their outstanding Options, SARs and Stock-Based Awards in the nature of purchase rights, at least seven (7) daysbefore termination, to the extent then exercisable or will become exercisable as of the Control Change Date);
(ii)terminate on the Control Change Date outstanding Restricted Stock Awards, Restricted Stock Units, Incentive Awards, Stock-Based Awards not in the nature of purchase rights and Dividend Equivalents previously granted under the Plan that are not then nonforfeitable and transferablepaid for by the Company.

ARTICLE VII
MISCELLANEOUS

7.1NO EMPLOYMENT RIGHTS. The Plan shall not, directly or earned and payable (and that will not become nonforfeitable and transferableindirectly, create in any Employee or earned and payable asclass of the Control Change Date) withoutEmployees any payment to the holder thereof, other than the return, if any, of the purchase price of any such Awards;
(iii)terminate on the Control Change Date outstanding Options, SARs and Stock-Based Awards in the nature of purchase rights previously granted under the Plan, whether or not then exercisable, in consideration of payment to the holder thereof,right with respect to each sharecontinuation of Common Stock for which the Options, SARs and Stock-Based Awards in the nature of purchase rights are then exercisable (or that will become exercisable as of the Control Change Date), of the excess, if any, of the Fair Market Value on such date of the Common Stock subject to such Awards over the purchase price or Initial Value, as applicable (any Options, SARs and Stock-Based Awards in the nature of purchase rights that are not then exercisable and will not become exercisable on the Control Change Date, and Options, SARs and Stock-Based Awards in the nature of purchase rightsemployment with respect to which the Fair Market Value of the Common Stock subject to the Awards does not exceed the purchase price or Initial Value, as applicable, shall be cancelled without any payment therefor);

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(iv)terminate on the Control Change Date outstanding Restricted Stock Awards, Restricted Stock Units, Incentive Awards, Stock-Based Awards not in the nature of purchase rights and Divided Equivalents previously granted under the Plan that will become nonforfeitable and transferable or earned and payable as of the Control Change Date (or that previously became nonforfeitable and transferable or earned and payable but have not yet been settled as of the Control Change Date) in exchange for a payment equal to the excess of the Fair Market Value of the shares of Common Stock subject to such Awards, or the amount of cash payable under the Awards, over any unpaid purchase price, if any, for such Awards (any such Awards that are not then nonforfeitable and transferable or earned and payable as of the Control Change Date (and that will not become nonforfeitable and transferable or earned and payable as of the Control Change Date) shall be cancelled without any payment therefor); or
(v)take such other actions as the Committee determines to be reasonable under the circumstances to permit the Participant to realize the value of the outstanding Awards (which Fair Market Value for purposes of Awards that are not then exercisable, nonforfeitable and transferable or earned and payable as of the Control Change Date (and that will not become exercisable, nonforfeitable and transferable or earned and payable as of the Control Change Date) or with respect to which the Fair Market Value of the Common Stock subject to the Awards does not exceed the purchase price or Initial Value, as applicable, shall be deemed to be zero).
The payments described above may be made in any manner the Committee determines, including in cash, stock or other property. The Committee may take the actions described above with respect to Awards that are not then exercisable, nonforfeitable and transferable or earned and payable or with respect to which the Fair Market Value of the Common Stock subject to the Awards does not exceed the purchase price or Initial Value, as applicable, whether or not the Participant will receive any payments therefor. The Committee in its discretion may take any of the actions described in this Section 13.05 contingent on consummation of the Change in Control, and such actions need not be uniform with respect to all outstanding Awards or Participants. However, outstanding Awards shall not be terminated to the extent that written provision is made for their continuance, assumption or substitution by the Company or a successor employer or its parent or subsidiaryDesignated Subsidiary. The Plan shall not interfere in connectionany way with the Change in Control except asright of the Company or a Designated Subsidiary to terminate, or otherwise provided in the applicable Agreement. The Committee may provide inmodify, an applicable Agreement that a Participant’s outstanding Awards shall be fully exercisable or payable on and after a Control Change Date or immediately before the date the Awards will be terminated in connection with the Change in Control.Employee’s employment at any time.

13.06    7.2Stand-Alone, Additional, Tandem and Substitute AwardsRIGHTS NOT TRANSFERABLE. Any rights of the Participant under the Plan shall not be transferred other than (i) by will, (ii) by the laws of descent or distribution, or (iii) pursuant to a qualified domestic relations order, as defined in the Code.

Awards granted7.3WITHHOLDING. The Committee shall have the right to make such provisions as it deems appropriate to satisfy any obligation of the Company or a Designated Subsidiary to withhold federal, state or local income or other taxes incurred by reason of the operation of the Plan.

7.4DELIVERY OF SHARES TO ESTATE UPON DEATH. In the event of the death of a Participant, any Shares purchased by the Participant hereunder, other than Shares as to which the Participant previously received certificates, shall be issued and delivered to the estate of the Participant as soon as practical thereafter.

7.5EFFECT OF PLAN. The provisions of the Plan shall be binding upon, and inure to the benefit of, all successors of each Participant, including without limitation the Participant’s estate and the executors, administrators or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or representative of creditors of such Participant.



7.6USE OF FUNDS. All funds received or held by the Company pursuant to the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such funds from its general assets.

7.7PLAN SHARE PURCHASES. Shares subject to purchase by Participants under the Plan may,shall, in the discretion of the Committee, be granted either alone made available from treasury Shares, authorized but unissued Shares, reacquired Shares, and/or in addition to, in tandem with or in substitution or exchange for, any other Award or any Award granted under another plan ofShares purchased on the Company or any Affiliate or any entity acquired by the Company or any Affiliate or any other right of a Participant to receive payment from the Company or any Affiliate; provided, however, that a 409A Award may not be granted in tandem with a Non-409A Award. Awards granted in addition to or in tandem with another Award or Awards may be granted either at the same time as or at a different time from the grant of such other Award or Awards. Subject to applicable law and the restrictions on 409A Awards and repricings in Section 18.12 below, the Committee may determine that, in granting a new Award, the in-the-money value or Fair Market Value of any surrendered Award or Awards or the value of any other right to payment surrendered by the Participant may be applied, or otherwise taken into account with respect, to any other new Award or Awards.

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13.07    Form and Timing of Payment; Deferralsopen market.

Subject7.8EFFECTIVE DATE. The Original Plan became effective on January 1, 2000, contingent on CompuCredit shareholder approval obtained May 2, 2000. The First Amended Plan became effective March 6, 2008, contingent on CompuCredit shareholder approval obtained May 8, 2008. The Second Amended Plan became effective March 8, 2018, contingent on shareholder approval within the following 12 months. No Shares in excess of those reserved for issuance under the First Amended Plan may be delivered pursuant to the termsPlan prior to the date the shareholders approve the Second Amended Plan.

7.9AMENDMENTS TO THE PLAN. The Committee may from time to time make amendments to the Plan that it deems advisable and consistent with the purposes of the Plan and any applicable Agreement, payments to be made bylaw. Notwithstanding the Company orforegoing, no amendment that would (i) effect an Affiliate uponincrease in the exercisenumber of an Option or settlement of any other AwardShares that may be made in such form aspurchased under the Committee may determine and set forthPlan, which increase is of a type that would require shareholder approval under Code Section 423 or other applicable law, or (ii) effect a change in the applicable Agreement, including, without limitation, cash, sharesdesignation of Common Stock, other Awardsthe corporations whose Eligible Employees may be offered Options under the Plan, which change is of a type that would require shareholder approval under Code Section 423 or other property and may be made in a single paymentapplicable law, shall become effective unless the shareholder approval required by Code Section 423 or transfer, in installmentsother applicable law is obtained.

7.10TERMINATION OR SUSPENSION OF THE PLAN. The Committee shall have the power at any time to terminate or on a deferred basis. Cash may be paid in lieu of shares of Common Stock in connection with settlement of an Award, in the discretion of the Committee or upon the occurrence of one or more specified events set forth in the applicable Agreement (and to the extent permitted bysuspend the Plan and Section 409Aall rights of the Code). Subject to the Plan, installment or deferred payments may be required by the Committee or permitted at the election of the Participant on the terms and conditions established by the Committee. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installments or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in shares of Common Stock. In the case of any 409A Award that is vested and no longer subject to a substantial risk of forfeiture (within the meaning of Sections 83 and 409A of the Code), such Award may be distributed to the Participant, upon application of the Participant to the Committee, if the Participant has an unforeseeable emergency within the meaning of Section 409A of the Code.
13.08    Time and Method of Exercise

The Committee shall determine and set forth in the Agreement the time or times at which Awards grantedEligible Employees under the Plan, may be exercised or settled in whole or in part and shall set forth in the Agreement the rules regarding the exercise, settlement and/or termination of Awards upon the Participant’s death, Disability, termination of employment or ceasing to be a director. Notwithstanding any provision of the Plan providing for the maximum term of an Award, in the event any Award would expire prior to exercise, vesting or settlement because trading in shares of Common Stock is prohibited by law or by any insider trading policy of the Company, the Committee may extend the term of the Award (or provide for such in the applicable Agreement) until thirty (30) days after the expiration of any such prohibitions to permit the Participant to realize the value of the Award, provided such extension (i) is permitted by law, (ii) does not violate Section 409A with respect to any Awards, (iii) permits Awards that are intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code to continue to so qualify and (iv) does not otherwise adversely impact the tax consequences of the Award (such as incentive stock options and related Awards).

ARTICLE XIV
QUALIFIED PERFORMANCE-BASED COMPENSATION

14.01    Performance Conditions

In accordance with the Plan, the Committee may prescribe that Awards will become exercisable, nonforfeitable and transferable, and earned and payable, based on objectively determinable performance conditions. Objectively determinable performance conditions are performance conditions (i) that are established in writing (a) at the time of grant or (b) no later than the earlier of (x) 90 days after the beginning of the period of service to which they relate and (y) before the lapse of 25% of the period of service to which they relate; (ii) that are uncertain of achievement at the time they are established and (iii) the achievement of which is determinable by a third party with knowledge of the relevant facts. The performance conditions may be stated with respect to (a) revenue, (b) earnings before interest, taxes,

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depreciation and amortization (“EBITDA”), (c) cash earnings (earnings before amortization of intangibles), (d) operating income, (e) pre-or after-tax income, (f) earnings per share, (g) cash flow, (h) net cash flow per share, (i) net earnings, (j) return on equity, (k) return on capital, (l) return on sales, (m) return on net assets employed, (n) return on assets, (o) economic value added (or an equivalent metric), (p) share price performance, (q) total shareholder return, (r) improvement in or attainment of expense levels, (s) improvement in or attainment of working capital levels, (t) shareholder value, (u) cash flow from operations, (v) cost reductions, (w) cost ratios, (x) return on capital compared to cost of capital, (y) return on capital employed, (z) cash return on capitalization, (aa) revenue ratios, (bb) return on invested capital, (cc) net income, (dd) value-added profits, (ee) managed income and (ff) market share. Any performance goals that are financial metrics may be determined in accordance with GAAP or may be adjusted when established to include or exclude any items otherwise includable or excludable under GAAP. Performance conditions may be related to a specific customer or group of customers or geographic region. Performance conditions also may be measured solely on a Company, Affiliate, or division basis, or a combination thereof. Performance conditions may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of the selected performance conditions. Profit, earnings and revenues used for any performance condition measurement may exclude any extraordinary or non-recurring items. The performance conditions may, but need not, be based upon an increase or positive result under the aforementioned business criteria and could include, for example and not by way ofincluding without limitation maintaining the status quo or limiting the economic losses (measured, in each case, by reference to the specific business criteria). The performance conditions may not include solely the mere continued employment of the Participant. However, the Award may become exercisable, nonforfeitable and transferable or earned and payable contingent on the Participant’s continued employment or service, and/or employment or service at the time the Award becomes exercisable, nonforfeitable and transferable or earned and payable, in addition to the performance conditions described above.
14.02    Establishing the Amount of the Award

The amount of the Award that will become exercisable, nonforfeitable and transferable or earned and payable if the performance conditions are obtained (or an objective formula for, or method of, computing such amount) also must be established at the time set forth in Section 14.01 above. Notwithstanding the preceding sentence, the Committee may, in its sole discretion, reduce the amount of the Award that will become exercisable, nonforfeitable and transferable or earned and payable, as applicable, if the Committee determines that such reduction is appropriate under the facts and circumstances. In no event shall the Committee have the discretion to increase the amount of the Award that will become exercisable, nonforfeitable and transferable or earned and payable if the Award is intended to constitute “qualified performance-based compensation” under Section 162(m) of the Code.
14.03    Earning the Award

If the Committee, on the date of grant, prescribes that an Award shall become exercisable, nonforfeitable and transferable or earned and payable only upon the attainment of any of the above performance conditions, the Award shall become exercisable, nonforfeitable and transferable or earned and payable only to the extent that the Committee certifies in writing that such conditions have been achieved. An Award will not constitute “qualified performance-based compensation” if the facts and circumstances indicate the Award will become exercisable, nonforfeitable and transferable or earned and payable regardless of whether the performance conditions are attained. However, an Award does not fail to meet the requirements of this Article XII merely because the Award would become exercisable, nonforfeitable and transferable or earned and payable upon the Participant’s death or disability or upon a

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Change in Control, although an Award that actually becomes exercisable, nonforfeitable and transferable or earned and payable on account of those events prior to the attainment of the performance conditions would not constitute “qualified performance-based compensation” under Section 162(m) of the Code. In determining if the performance conditions have been achieved, the Committee may adjust the performance targets in the event of any unbudgeted acquisition, divestiture or other unexpected fundamental change in the business of the Company, an Affiliate or business unit or in any product that is material taken as a whole as appropriate to fairly and equitably determine if the Award is to become exercisable, nonforfeitable and transferable or earned and payable pursuant to the conditions set forth in the Award. Additionally, in determining if such performance conditions have been achieved, the Committee also may adjust the performance targets in the event of any (i) unanticipated asset write-downs or impairment charges, (ii) litigation or claim judgments or settlements thereof, (iii) changes in tax laws, accounting principles or other laws or provisions affecting reported results, (iv) accruals for reorganization or restructuring programs, or extraordinary, unusual, infrequently occurring or non-reoccurring items, (v) acquisitions or dispositions or (vi) foreign exchange gains or losses. To the extent any such adjustments affect Awards, the intent is that they shall be in a form that allows the Award to continue to meet the requirements of Section 162(m) of the Code for deductibility.
14.04    Section 162(m) of the Code

It is the intent of the Company that Awards granted under the Plan satisfy the applicable requirements of Section 162(m) of the Code and the regulations thereunder so that the tax deduction of the Company or any Affiliate for any Awards hereunder is not disallowed in whole or in part by operation of Section 162(m) of the Code. If any provision of this Plan pertaining to Awards, or any Award under the Plan that the Committee does not specifically designate as not being intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, would otherwise frustrate or conflict with such intent, that provision or Award shall be interpreted and deemed amended so as to avoid such conflict. Notwithstanding the foregoing, the Committee may grant an Award that is subject to the achievement or satisfaction of performance conditions that are not specifically set forth herein to the extent the Committee does not intend for such Award to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code.

ARTICLE XV
ADJUSTMENT UPON CHANGE IN COMMON STOCK

The maximum number of shares of Common Stock that may be issued pursuant to Awards, the terms of outstanding Awards, and the per individual limitations on the number of shares of Common Stock that may be issued pursuant to Awards shall be adjusted as the Committee shall determine to be equitably required in the event (i) there occurs a reorganization, recapitalization, stock split, spin-off, split-off, stock dividend, issuance of stock rights, combination of shares, merger, consolidation, or distribution to shareholders other than an ordinary cash dividend; (ii) the Company engages in a transaction Section 424 of the Code describes or (iii) there occurs any other transaction or event which, in the judgment of the Board necessitates such action. In that respect, the Committee shall make such adjustments as are necessary in the number or kind of shares of Common Stock or securities which are subject to the Award, the exercise price or Initial Value of the Award, and such other adjustments as are appropriate in the discretion of the Committee. Such adjustments may provide for the elimination of fractional shares that might otherwise be subject to Awards without any payment therefor. Notwithstanding the foregoing, the conversion of one or more outstanding shares of preferred stock or convertible debentures that the Company may issue from time to time into Common Stock shall not in and of itself require any

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adjustment under this Article XIII. In addition, the Committee may make such other adjustments to the terms of any Awards to the extent equitable and necessary to prevent an enlargement or dilution of the Participant’s rights thereunder as a result of any such event or similar transaction. Any determination made under this Article XIII by the Committee shall be final, binding and conclusive on all parties with any interest in the Plan or any Awards granted thereunder.
The issuance by the Company of stock of any class, or securities convertible into stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of stock or obligations of the Company convertible into such stock or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the maximum number of shares that may be issued pursuant to Awards, the per individual limitations on the number of shares that may be issued pursuant to Awards or the terms of outstanding Awards.
The Committee may grant Awards in substitution for stock options, stock appreciation rights, restricted stock, restricted stock units, incentive awards, or similar awards held by an individual who becomes an employee of the Company or an Affiliate in connection with a transaction describedchange in the first paragraph of this Article XIII. Notwithstanding any provisioncontrol of the Plan (other than the limitation of Section 5.02), the terms of such substituted Awards shall be asCompany. Unless terminated earlier by the Committee in its discretion, determines is appropriate.
Notwithstanding the foregoing, no adjustment hereunder shall be authorized or made if andpursuant to the extent the existence of such authority or action (a) would cause Awards underthis Section 7.10, the Plan that are intended to qualify as “qualified performance-based compensation”shall terminate upon the sale of all Shares authorized for sale under Section 162(m) of the Code to otherwise fail to qualify as “qualified performance-based compensation,” (b) would cause the Committee to be deemed to have the authority to impermissibly change the targets, within the meaning of Section 162(m) of the Code, under performance goals or relating to Awards granted to Named Executive Officers and intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, (c) would cause a Non-409A Award to be subject to Section 409A of the Code or (d) would violate Section 409A of the Code for a 409A Award, unless the Committee determines that such adjustment is necessary and specifically acknowledges that the adjustment will be made notwithstanding any such result.

ARTICLE XVI
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES5.1.

16.01    7.11Compliance

No Option or SAR shall be granted or exercisable, no Restricted Stock Award, Restricted Stock Unit, Incentive Award, Stock Based Award or Dividend Equivalent shall be granted, become vested or be paid, no shares of Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements), any listing agreement to which the Company is a party, and the rules of all domestic stock exchanges on which the Company’s Common Stock may be listed.GOVERNING LAW. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any stock certificate evidencing shares of Common Stock issued pursuant to an Award may bear such legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations and to reflect any other restrictions applicable to such shares as the Committee otherwise deems appropriate. No Option or SAR shall be granted or exercisable, no Restricted Stock Award, Restricted Stock Unit, Incentive Award, Stock-Based Award or

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Dividend Equivalent shall be granted, become vested or be paid, no shares of Common Stock shall be issued, no certificate for shares of Common Stock shall be delivered, and no payment shall be made under this Plan until the Company has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters.
16.02    Postponement of Exercise or Payment

The Committee may postpone any grant, exercise, vesting or payment of an Award for such time as the Committee in its sole discretion may deem necessary in order to permit the Company (i) to effect, amend or maintain any necessary registration of the Plan or the shares of Common Stock issuable pursuant to the Award under the securities laws; (ii) to take any action in order to (A) list such shares of Common Stock or other shares of stock of the Company on a stock exchange if shares of Common Stock or other shares of stock of the Company are not then listed on such exchange or (B) comply with restrictions or regulations incident to the maintenance of a public market for its shares of Common Stock or other shares of stock of the Company, including any rules or regulations of any stock exchange on which the shares of Common Stock or other shares of stock of the Company are listed; (iii) to determine that such shares of Common Stock in the Plan are exempt from such registration or that no action of the kind referred to in (ii)(B) above needs to be taken; (iv) to comply with any other applicable law, including without limitation, tax and securities laws; (v) to comply with any legal or contractual requirements during any such time the Company or any Affiliate is prohibited from doing any of such acts under applicable law, including without limitation, during the course of an investigation of the Company or any Affiliate, or under any contract, loan agreement or covenant or other agreement to which the Company or any Affiliate is a party or (vi) to otherwise comply with any prohibition on such acts or payments during any applicable blackout period. The Company shall not be obligated by virtue of any terms and conditions of any Agreement or any provision of the Plan to recognize the grant, exercise, vesting or payment of an Award or to grant, sell or issue shares of Common Stock or make any such payments in violation of the securities laws or the laws of any government having jurisdiction thereof or any of the provisions hereof. Any such postponement shall not extend the term of the Award and neither the Company nor its directors and officers nor the Committee shall have any obligation or liability to any Participant or to any other person with respect to shares of Common Stock or payments as to which the Award shall lapse because of such postponement. It is the intent of the Plan to take any such action, to the extent practicable, in a manner that does not result in the Award no longer being exempt from or failing to comply with Section 409A of the Code. Notwithstanding the foregoing, the Committee in its sole discretion may extend the term of an Award beyond its earlier termination or expiration if the Participant is prohibited from exercising, vesting in, earning or being paid the Award prior to termination or expiration in order to comply with any applicable Federal, state, local or foreign law, provided that such extension shall not exceed thirty (30) days from the date such prohibition is lifted and does not otherwise result in the Award no longer being exempt from or failing to comply with Section 409A of the Code.
Additionally, the Committee shall postpone any grant, exercise vesting or payment of an Award if the Company reasonably believes the Company’s or any applicable Affiliate’s deduction with respect to such Award would be limited or eliminated by application of Section 162(m) of the Code; provided, however, such delay will last only until the earliest date at which the Company reasonably anticipates that the deduction with respect to the Award will not be limited or eliminated by the application of Section 162(m) of the Code or the calendar year in which the Participant separates from service, and such delay will only be effective to the extent permissible under Section 409A of the Code.

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16.03    Forfeiture of Payment

A Participant shall be required to forfeit any and all rights under Awards or to reimburse the Company for any payment under any Award (with interest as necessary to avoid imputed interest or original issue discount under the Code or as otherwise required by applicable law) to the extent applicable law or any applicable claw-back or recoupment policy of the Company or any of its Affiliates requires such forfeiture or reimbursement.

ARTICLE XVII
LIMITATION ON BENEFITS

Despite any other provisions of this Plan to the contrary, if the receipt of any payments or benefits under this Plan would subject a Participant to tax under Section 4999 of the Code, the Committee may determine whether some amount of payments or benefits would meet the definition of a “Reduced Amount.” If the Committee determines that there is a Reduced Amount, the total payments or benefits to the Participant under all Awards must be reduced to such Reduced Amount, but not below zero. If the Committee determines that the benefits and payments must be reduced to the Reduced Amount, the Company must promptly notify the Participant of that determination, with a copy of the detailed calculations by the Committee. All determinations of the Committee under this Article XV are final, conclusive and binding upon the Company and the Participant. It is the intention of the Company and the Participant to reduce the payments under this Plan only if the aggregate Net After Tax Receipts to the Participant would thereby be increased. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Committee under this Article XV, however, it is possible that amounts will have been paid under the Plan to or for the benefit of a Participant which should not have been so paid (“Overpayment”) or that additional amounts which will not have been paid under the Plan to or for the benefit of a Participant could have been so paid (“Underpayment”), in each case consistent with the calculation of the Reduced Amount. If the Committee, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant, which the Committee believes has a high probability of success, or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment must be treated for all purposes as a loan, to the extent permitted by applicable law, which the Participant must repay to the Company together with interest at the applicable federal rate under Section 7872(f)(2) of the Code; provided, however, that no such loan may be deemed to have been made and no amount shall be payable by the Participant to the Company if and to the extent such deemed loan and payment would not either reduce the amount on which the Participant is subject to tax under Section 1, 3101 or 4999 of the Code or generate a refund of such taxes. If the Committee, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, the Committee must promptly notify the Company of the amount of the Underpayment, which then shall be paid promptly to the Participant but no later than the end of the Participant’s taxable year next following the Participant’s taxable year in which the determination is made that the underpayment has occurred. For purposes of this Section, (i) “Net After Tax Receipt” means the Present Value of a payment under this Plan net of all taxes imposed on Participant with respect thereto under Sections 1, 3101 and 4999 of the Code, determined by applying the highest marginal rate under Section 1 of the Code which applies to the Participant’s taxable income for the applicable taxable year; (ii) “Present Value” means the value determined in accordance with Section 280G(d)(4) of the Code and (iii) “Reduced Amount” means the smallest aggregate amount of all payments and benefits under this Plan which (a) is less than the sum of all payments and benefits under this Plan and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts

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which would result if the aggregate payments and benefits under this Plan were any other amount less than the sum of all payments and benefits to be made under this Plan.

ARTICLE XVIII
GENERAL PROVISIONS

18.01    Effect on Employment and Service

Neither the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof), shall confer upon any individual or entity any right to continue in the employ or service of the Company or an Affiliate or in any way affect any right and power of the Company or an Affiliate to terminate the employment or service of any individual or entity at any time with or without assigning a reason therefor.
18.02    Unfunded Plan

This Plan, insofar as it provides for Awards, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by Awards under this Plan. Any liability of the Company to any person with respect to any Award under this Plan shall be based solely upon any contractual obligations that may be created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.
18.03    Rules of Construction

Headings are given to the articles and sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.
18.04    Tax Withholding and Reporting

Unless an Agreement provides otherwise, each Participant shall be responsible for satisfying in cash or cash equivalent acceptable to the Committee any income and employment (including without limitation Social Security and Medicare) tax withholding obligations attributable to participation in the Plan and the grant, exercise, vesting or payment of Awards granted thereunder (including the making of a Section 83(b) of the Code election with respect to an Award). In accordance with procedures that the Committee establishes, the Committee, to the extent applicable law permits, may allow a Participant to pay such amounts (but only for the minimum required withholding obligation) (i) by surrendering (actually or by attestation) shares of Common Stock that the Participant already owns or that would be issued or released pursuant to the Award; (ii) by a cashless exercise through a broker; (iii) by means of a “net exercise” procedure; (iv) by such other medium of payment as the Committee in its discretion shall authorize or (v) by any combination of the aforementioned methods of payment; provided, however, that a cashless or net exercise shall not be permitted if the withholdings are incurred in connection with the making of a Section 83(b) of the Code election with respect to an Award unless the Participant actually surrenders shares of Common Stock that the Participant already owns. The Company shall comply with all such reporting and other requirements relating to the administration of this Plan and the grant, exercise, vesting or payment of any Award hereunder as applicable law requires.

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18.05    Section 83(b) of the Code Election

No 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 may be made unless expressly permitted by the terms of the Award or by action of the Committee in writing prior to the making of such election. In any case in which a Participant is permitted to make such an election in connection with an Award, the Participant shall notify the Company of such election within ten (10) days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code or other applicable provisions.
18.06    Reservation of Shares

The Company, during the term of this Plan, shall at all times reserve and keep available such number of shares of Common Stock as shall be sufficient to satisfy the requirements of the Plan. Additionally, the Company, during the term of this Plan, shall use its best efforts to seek to obtain from appropriate regulatory agencies any requisite authorizations needed in order to issue and to sell such number of shares of Common Stock as shall be sufficient to satisfy the requirements of the Plan. However, the inability of the Company to obtain from any such regulatory agency the requisite authorizations the Company’s counsel deems to be necessary for the lawful issuance and sale of any shares of Common Stock hereunder, or the inability of the Company to confirm to its satisfaction that any issuance and sale of any shares of Common Stock hereunder will meet applicable legal requirements, shall relieve the Company of any liability in respect to the failure to issue or to sell such shares of Common Stock as to which such requisite authority shall not have been obtained.
18.07    Governing Law

This Plan and all Awards granted hereunder shall be governed by the laws of the State of Georgia shall govern all matters relating to the Plan, except to the extent federal law applies.
18.08    Other Actionssuch laws are superseded by the laws of the United States.

Nothing in7.12MERGER CLAUSE. The terms of the Plan are wholly set forth in this document, including certain standards of certain other plans which are to be applied to an Employee for purposes of the Plan to the extent provided herein, regardless of whether such Employee is covered under such plans. This Section shall be construed toin no way limit the authority of the Company to exercise its corporate rightsCommittee and powers, including, by way of illustration and not by way of limitation, the right to grant options, stock appreciation rights, restricted stock awards, incentive awards, restricted stock units, stock-based awards or dividend equivalents for proper corporate purposes otherwise than under the Plan Administrator to any employee or to any other person, firm, corporation, association or other entity, or to grant options, stock appreciation rights, restricted stock awards, incentive awards, restricted stock units, stock-based awards or dividend equivalents to, or assume such awards of any person in connection with, the acquisition, purchase, lease, merger, consolidation, reorganization or otherwise, of all or any part of the business and assets of any person, firm, corporation, association or other entity.
18.09    Repurchase of Common Stock

The Company or its designee may have the option and right to purchase any Award or any shares of Common Stock issued pursuant to any Award in accordance with the terms and conditions set forth in the applicable Agreement. However, shares of Common Stock repurchased pursuant to an Agreement will still be deemed issued pursuant toadminister the Plan and will not be available for issuance pursuant to future Awards under the Plan.as provided herein.

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18.10    Other Conditions

The Committee, in its discretion, may, as a condition to the grant, exercise, payment or settlement of an Award, require the Participant on or before the date of grant, exercise, payment or settlement of the Award to enter into (i) a covenant not to compete (including a confidentiality, non-solicitation, non-competition or other similar agreement) with the Company or any Affiliate, which may become effective on the date of termination of employment or service of the Participant with the Company or any Affiliate or any other date the Committee may specify and shall contain such terms and conditions as the Committee shall otherwise specify, (ii) an agreement to cancel any other employment agreement, service agreement, fringe benefit or compensation arrangement in effect between the Company or any Affiliate and such Participant and/or (iii) a shareholders’ agreement with respect to shares of Common Stock to be issued pursuant to the Award. If the Participant shall fail to enter into any such agreement at the Committee’s request, then no Award shall be granted, exercised, paid or settled and the number of shares of Common Stock that would have been subject to such Award, if any, shall be added to the remaining shares of Common Stock available under the Plan.
18.11    Forfeiture Provisions

Notwithstanding any other provisions of the Plan or any Agreement, all rights to any Award that a Participant has will be immediately discontinued and forfeited, and the Company shall not have any further obligation hereunder to the Participant with respect to any Award and the Award will not be exercisable (whether or not previously exercisable) or become vested, earned or payable on and after the time the Participant is discharged from employment or service with the Company or any Affiliate for Cause.
18.12    Repricing of Awards

Notwithstanding any other provisions of this Plan, except in connection with a Change in Control as described above, for adjustments pursuant to Article XV or to the extent approved by the Company’s shareholders and consistent with the rules of any stock exchange on which the Company’s Common Stock is then traded, this Plan does not permit (a) any decrease in the exercise or purchase price or base value of any outstanding Awards, (b) the issuance of any replacement Options, SARs or Stock-Based Awards in the nature of purchase rights which shall be deemed to occur if a Participant agrees to forfeit an existing Option, SAR or Stock-Based Award in the nature of purchase rights in exchange for a new Option, SAR or Stock-Based Award in the nature of purchase rights with a lower exercise or purchase price or base value, (c) the Company to repurchase underwater or out-of-the-money Options, SARs or Stock-Based Awards in the nature of purchase rights, which shall be deemed to be those Options, SARs or Stock-Based Awards in the nature of purchase rights with exercise or purchase prices or base values in excess of the current Fair Market Value of the shares of Common Stock underlying the Option, SAR or Stock-Based Award in the nature of purchase rights, (d) the issuance of any replacement or substitute Awards or the payment of cash in exchange for, or in substitution of, underwater or out-of-the-money Options, SARs or Stock-Based Awards in the nature of purchase rights, (e) the Company to repurchase any Award if the Award has not become exercisable, vested or payable prior to the repurchase or (f) any other action that is treated as a repricing under GAAP or the rules of any stock exchange on which the Company’s Common Stock is then traded.

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18.13    Legends; Payment of Expenses

The Company may endorse such legend or legends upon the certificates for shares of Common Stock issued upon the grant or exercise of an Award and may issue such “stop transfer” instructions to its transfer agent in respect of such shares as it determines, in its sole discretion, to be necessary or appropriate to (i) prevent a violation of, or to perfect an exemption from, the registration requirements under the Exchange Act, applicable state securities laws or other requirements, (b) implement the provisions of the Plan or any Agreement between the Company and the Participant with respect to such shares of Common Stock, (c) permit the Company to determine the occurrence of a “disqualifying disposition” as described in Section 421(b) of the Code of the shares of Common Stock transferred upon the exercise of an incentive stock option granted under the Plan or (d) as may be appropriate to continue an Award’s exemption or compliance with Section 409A of the Code. The Company shall pay all issuance taxes with respect to the issuance of shares of Common Stock upon the grant or exercise of the Award, as well as all fees and expenses incurred by the Company in connection with such issuance.
18.14    Right of Setoff

The Company or an Affiliate may, to the extent permitted by applicable law, deduct from and setoff against any amounts the Company or Affiliate may owe the Participant from time to time, including amounts payable in connection with any Award, owed as wages, fringe benefits or other compensation owed to the Participant, such amounts as may be owed by the Participant to the Company or Affiliate, including but not limited to any amounts owed under the Plan, although the Participant shall remain liable for any part of the Participant’s obligation not satisfied through such deduction and setoff. By accepting any Award granted hereunder, the Participant agrees to any deduction or setoff hereunder.

18.15    Fractional Shares

No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereof shall be forfeited or otherwise eliminated.

18.16    Compensation Recoupment Policy

Notwithstanding any other provision of this Plan or any Agreement to the contrary, any Award received by the Participant and/or shares of Common Stock issued and/or cash paid hereunder, and/or any amount received with respect to any sale of any such shares of Common Stock, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s compensation recoupment policy, if any, as it may be established or amended from time to time. By acceptance of the Award, the Participant agrees and consents to the Company’s application, implementation and enforcement of (a) any compensation recoupment policy or similar policy established by the Company or any Affiliate that may apply to the Participant and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate any such compensation recoupment policy, similar policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. To the extent that the terms of this Plan or any Agreement and any compensation recoupment policy or similar policy or law conflict, then the terms of such policy or law shall prevail.

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ARTICLE XIX
CLAIMS PROCEDURES

If a Participant has exercised an Option or a SAR or if shares of Restricted Stock have become vested or Restricted Stock Units or Incentive Awards have become payable, and the Participant has not received the benefits to which the Participant believes he or she is entitled under such Award, then the Participant must submit a written claim for such benefits to the Committee within 90 days of the date the Participant tried to exercise the Option or SAR, the date the Participant contends the Restricted Stock vested or the date the Participant contends the Restricted Stock Units or Incentive Awards became payable or the claim will be forever barred.
If a claim of a Participant is wholly or partially denied, the Participant or his duly authorized representative may appeal the denial of the claim to the Committee. Such appeal must be made at any time within 30 days after the Participant receives written notice from the Company of the denial of the claim. In connection therewith, the Participant or his duly authorized representative may request a review of the denied claim, may review pertinent documents, and may submit issues and comments in writing. Upon receipt of an appeal, the Committee shall make a decision with respect to the appeal and, not later than 60 days after receipt of such request for review, shall furnish the Participant with the decision on review in writing, including the specific reasons for the decision written in a manner calculated to be understood by the Participant, as well as specific references to the pertinent provisions of the Plan upon which the decision is based.
The Committee has the discretionary and final authority under the Plan to determine the validity of a claim. Accordingly, any decision the Committee makes on a Participant’s appeal will be administratively final. If a Participant disagrees with the Committee’s final decision, the Participant may sue, but only after the claim on appeal has been denied. Any lawsuit must be filed within 90 days of receipt of the Committee’s final written denial of the Participant’s claim or the claim will be forever barred.

ARTICLE XX
AMENDMENT

The Board may amend or terminate this Plan at any time; provided, however, that, except as otherwise set forth herein, no amendment to the Plan may adversely impair the rights of a Participant with respect to outstanding Awards without the Participant’s consent. In addition, an amendment will be contingent on approval of the Company’s shareholders, to the extent required by law or by the rules of any stock exchange on which the Company’s securities are traded, if the amendment would (i) increase the benefits accruing to Participants under the Plan, including without limitation, any amendment to the Plan or any Agreement to permit a repricing or decrease in the exercise price of any outstanding Awards, (ii) increase the aggregate number of shares of Common Stock that may be issued under the Plan, (iii) modify the requirements as to eligibility for participation in the Plan, (iv) change the performance conditions set forth in Article XII or (v) extend the term of the Plan. Additionally, to the extent the Board deems necessary to continue to comply with the performance-based exception to the deduction limits of Section 162(m) of the Code, the Board will submit the material terms of the performance conditions set forth in Article XII to the Company’s shareholders for approval no later than the first shareholder meeting that occurs in the fifth year following the year in which the shareholders previously approved the performance objectives. Notwithstanding any other provision of the Plan, any termination of the Plan shall comply with the requirements of Section 409A of the Code with regard to any 409A Awards.

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The Committee may amend any outstanding Awards to the extent it deems appropriate; provided, however, that, except as otherwise set forth herein, no amendment to an outstanding Award may adversely impair the rights of a Participant without the Participant’s consent. Unless the Committee specifically provides otherwise, no amendment or adjustment may be made with respect to any Award to the extent such adjustment or amendment would cause the Award to fail to qualify as “qualified performance-based compensation” within the meaning of Section 162(m) of the Code (to the extent intended to so qualify) or otherwise subject the Participant to additional taxes, interest or penalties as the result of a violation of Section 409A of the Code with respect to such Award.

ARTICLE XXI
SECTION 409A PROVISION

21.01    Intent of Awards

It is intended that Awards that are granted under the Plan shall be exempt from treatment as “deferred compensation” subject to Section 409A of the Code unless otherwise specified by the Committee. Towards that end, all Awards under the Plan are intended to contain such terms as will qualify the Awards for an exemption from Section 409A of the Code unless otherwise specified by the Committee. The terms of the Plan and all Awards granted hereunder shall be construed consistent with the foregoing intent. Notwithstanding any other provision hereof, the Committee may amend any outstanding Award without Participant’s consent if, as determined by the Committee, in its sole discretion, such amendment is required either to (a) confirm exemption under Section 409A of the Code, (b) comply with Section 409A of the Code or (c) prevent the Participant from being subject to any tax or penalty under Section 409A of the Code. Notwithstanding the foregoing, however, neither the Company nor any of its Affiliates nor the Committee shall be liable to a Participant or any other Person if an Award that is subject to Section 409A of the Code or the Participant or any other Person is otherwise subject to any additional tax, interest or penalty under Section 409A of the Code. Each Participant is solely responsible for the payment of any tax liability (including any taxes, penalties and interest that may arise under Section 409A of the Code) that may result from an Award.
21.02    409A Awards

The Committee may grant Awards under the Plan that are intended to be 409A Awards that comply with Section 409A of the Code. The terms of such 409A Award, including any authority by the Company and the rights of the Participant with respect to such 409A Award, will be subject to such rules and limitations and shall be interpreted in a manner as to comply with Section 409A of the Code.
21.03    Election Requirements

If a Participant is permitted to elect to defer an Award or any payment under an Award, such election shall be made in accordance with the requirements of Section 409A of the Code. Each initial deferral election must be received by the Committee prior to the following dates or will have no effect whatsoever:
(a)Except as otherwise provided below, the December 31 immediately preceding the year in which the compensation is earned;
(b)With respect to any annual or long-term incentive pay which qualifies as “performance-based compensation” within the meaning of Section 409A of the Code, by the date six (6) months prior to

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the end of the performance measurement period applicable to such incentive pay provided such additional requirements set forth in Section 409A of the Code are met;
(c)With respect to “fiscal year compensation” as defined under Section 409A of the Code, by the last day of the Company’s fiscal year immediately preceding the year in which the fiscal year compensation is earned; or
(d)With respect to mid-year Awards or other legally binding rights to a payment of compensation in a subsequent year that is subject to a forfeiture condition requiring the Participant’s continued service for a period of at least twelve (12) months, on or before the thirtieth (30th) day following the grant of such Award, provided that the election is made at least twelve (12) months in advance of the earliest date at which the forfeiture condition could lapse.
The Committee may, in its sole discretion, permit Participants to submit additional deferral elections in order to delay, but not to accelerate, a payment, or to change the form of payment of an amount of deferred compensation, if, and only if, the following conditions are satisfied: (a) the subsequent deferral election must not take effect until twelve (12) months after the date on which it is made, (b) in the case of a payment other than a payment attributable to the Participant’s death, Disability or an unforeseeable emergency (all within the meaning of Section 409A of the Code) the subsequent deferral election further defers the payment for a period of not less than five (5) years from the date such payment would otherwise have been made and (c) the subsequent deferral election is received by the Committee at least twelve (12) months prior to the date the payment would otherwise have been made. In addition, Participants may be further permitted to revise the form of payment they have elected, or the number of installments elected, provided that such revisions comply with the requirements of a subsequent deferral election.
21.04    Time of Payment

The time and form of payment of a 409A Award shall be as set forth in an applicable Agreement. A 409A Award may only be paid in connection with a separation from service, a fixed time, death, disability, change in control or an unforeseeable emergency within the meaning of Section 409A of the Code. The time of distribution of the 409A Award must be fixed by reference to the specified payment event. Notwithstanding the foregoing, if the time of distribution of the 409A Award is not set forth in the applicable Agreement, then the time of distribution of the 409A Award shall be within two and one-half months of the end of the later of the calendar year or the fiscal year of the Company or Affiliate that employs the Participant in which the 409A Award becomes vested and no longer subject to a substantial risk of forfeiture within the meaning of Section 409A of the Code.For purposes of Section 409A of the Code, each installment payment will be treated as the entitlement to a single payment.
21.05    Acceleration or Deferral

The Company shall have no authority to accelerate or delay or change the form of any distributions relating to 409A Awards except as permitted under Section 409A of the Code.
21.06    Distribution Requirements

Any distribution of a 409A Award triggered by a Participant’s termination of employment shall be made only at the time that the Participant has had a separation from service within the meaning of Section 409A of the Code. A separation from service shall occur where it is reasonably anticipated that no further services will be performed after that date or that the level of bona fide services the Participant will

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perform after that date (whether as an employee or independent contractor of the Company or an Affiliate) will permanently decrease to less than fifty percent (50%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period. A Participant shall be considered to have continued employment and to not have a separation from service while on a leave of absence if the leave does not exceed six (6) consecutive months (twenty-nine (29) months for a disability leave of absence) or, if longer, so long as the Participant retains a right to reemployment with the Company or Affiliate under an applicable statute or by contract. For this purpose, a “disability leave of absence” is an absence due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of Participant’s position of employment or a substantially similar position of employment. Continued services solely as a director of the Company or an Affiliate shall not prevent a separation from service from occurring by an employee as permitted by Section 409A of the Code.
21.07    Key Employee Rule

Notwithstanding any other provision of the Plan, any distribution of a 409A Award that would be made upon a separation from service within six (6) months following the separation from service of a “specified employee” as defined under Section 409A of the Code and as determined under procedures adopted by the Board or its delegate shall instead occur on the first day of the seventh month following the separation from service (or upon the Participant’s death, if earlier) to the extent required by Section 409A of the Code. In the case of installments, this delay shall not affect the timing of any installment otherwise payable after the requisite delay period.
21.08    Distributions Upon Vesting

In the case of any Award providing for a distribution upon the lapse of a substantial risk of forfeiture, if the timing of such distribution is not otherwise specified in the Plan or the applicable Agreement, the distribution shall be made not later than two and one-half (2½) months after the calendar year in which the risk of forfeiture lapsed.
21.09    Scope and Application of this Provision

For purposes of this Article XXI, references to a term or event (including any authority or right of the Company or a Participant) being “permitted” under Section 409A of the Code means that the term or event will not cause the Participant to be deemed to be in constructive receipt of compensation relating to the 409A Award prior to the distribution of cash, shares of Common Stock or other property or to be liable for payment of interest or a tax penalty under Section 409A of the Code.

ARTICLE XXII
DURATION OF PLAN

No Award may be granted under this Plan on and after March 20, 2026 (10 years following the Board’s adoption of this amended and restated Plan). Awards granted before that date shall remain valid in accordance with their terms.

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ARTICLE XXIII
EFFECTIVE DATE OF PLAN

This Plan was adopted by the Board effective as of March 21, 2016, contingent on approval of the Plan by the Company’s shareholders within 12 months after such date. Awards, other than Restricted Stock, may be granted under this Plan on and after the Board’s adoption of the Plan, provided that no Award under this Plan shall be effective, exercisable, vested, earned or payable unless the Company’s shareholders approve the Plan within 12 months of the Board’s adoption of the Plan. Restricted Stock may only be granted under this Plan after the Company’s shareholders approve this Plan. If the Company’s shareholders do not approve this Plan as described herein, the Company’s 2014 Equity Incentive Plan shall continue in effect pursuant to its original terms as in effect prior to this amendment and restatement.



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ATLANTICUS HOLDINGS CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 201610, 2018

The undersigned hereby revokes all previous proxies, acknowledges receipt of the notice of the 20162018 Annual Meeting of Shareholders of Atlanticus Holdings Corporation (“Atlanticus”) to be held on May 12, 201610, 2018 (the “Annual Meeting”) and appoints each of David G. Hanna, Jeffrey A. Howard and Rohit H. Kirpalani as a proxy, each with the power to appoint his substitute, and hereby authorizes each of them to exercise at the Annual Meeting, and at any adjournments or postponements thereof, all the votes to which the undersigned is entitled by virtue of the undersigned’s record ownership of shares of Common Stock of Atlanticus. The exercise of such votes shall be as set forth herein upon all matters referred to on this proxy card and described in the Proxy Statement for the Annual Meeting, and, in such proxy holder’s discretion, upon any other matters that may properly come before the Annual Meeting.

(Continued and to be signed on the reverse side.)




THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” LISTED IN PROPOSAL ONE “FOR” PROPOSAL TWO AND “FOR” PROPOSAL THREE.TWO.

1.To elect five directors for terms expiring at the 20172019 Annual Meeting of Shareholders.


¨FOR ALL NOMINEES

¨WITHHOLD AUTHORITY
FOR ALL NOMINEES

¨FOR ALL EXCEPT
(See    (See instructions below)


INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: l

NOMINEES:
○ David G. Hanna
○ Jeffrey A. Howard
○ Deal W. Hudson
○ Mack F. Mattingly
○ Thomas G. Rosencrants



2.To approve the amendment and restatement ofadopt the Atlanticus Holdings Corporation 2014 Equity IncentiveSecond Amended and Restated Employee Stock Purchase Plan.

FOR
¨
AGAINST
¨
ABSTAIN
¨

3.To approve the “say-on-pay” resolution set forth below:

RESOLVED, that the shareholders of Atlanticus Holdings Corporation hereby approve, on an advisory basis, the compensation of the company’s named executive officers, as disclosed in the company’s Proxy Statement for the 2016 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Summary Compensation Table and the other related tables and disclosure.

FOR
¨
AGAINST
¨
ABSTAIN
¨

4.To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed by the undersigned shareholder, and in the discretion of the proxy holder as to any other matters that may properly come before the meeting. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, PROXIES WILL BE VOTED “FOR ALL NOMINEES” LISTED IN PROPOSAL ONE “FOR” PROPOSAL TWO AND “FOR” PROPOSAL THREE.TWO.

PLEASE MARK, SIGN, DATE AND RETURN YOUR EXECUTED PROXY CARD TO US PROMPTLY USING THE ENCLOSED ENVELOPE.

Signature of Shareholder ___________________________ Date: ________________

Signature of Shareholder ___________________________ Date: ________________




NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 12, 2016:10, 2018:

The Proxy Statement and the 20152017 Annual Report to Shareholders are available at www.atlanticus.com/2016AnnualMeeting2018AnnualMeeting.