EXHIBIT 10.7
WORLD ACCEPTANCE CORPORATION
SUPPLEMENTAL INCOME PLAN
1. Establishment and Purpose of Plan
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1.1 Establishment and Duration of Plan. The Board of Directors ("Board") of
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World Acceptance Corporation, a South Carolina corporation, hereby
establishes the Supplemental Income Plan of World Acceptance Corporation
and its successors, effective as of the first day of April 2000. By
executing a Participation Agreement, an Executive agrees to the terms of
the Plan. The Plan shall continue until terminated by the Board of
Directors of the Corporation.
1.2 Purpose of Plan. The purpose of this Plan is to provide deferred
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compensation to a select group of management or highly compensated
employees.
2. Definitions
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2.1 "Beneficiary" means, with respect to an Executive, the person or persons
who are designated as such by an Executive, in his Participation Agreement,
to receive payments under the Plan following the death of the Executive.
2.2 "Corporation" means World Acceptance Corporation, a South Carolina
corporation, or any successor thereto and it subsidiaries.
2.3 "Disability" shall have the meaning ascribed to "Total Disability" in the
World Acceptance Corporation Long Term Disability Income Plan, whether or
not the Executive is covered under such plan. The Board, in its sole
discretion, will determine an Executive's Disability for purposes of this
Plan.
2.4 "Early Retirement" means the retirement, with the written consent of the
Board of Directors, from employment with the Corporation by an Executive
prior to his Normal Retirement Age. The Board may grant or deny Early
Retirement to an Executive for any reason. However, no Executive will be
granted Early Retirement until he has reached the age of 57 and been a
participant in the Plan for at least 8 years.
2.5 "Early Retirement Benefit" means, with respect to each Executive, 45% of
such Executive's monthly base salary, at the time of Early Retirement,
multiplied by his Days of Service Fraction.
2.6 "Early Retirement Date" means the first day of the month following the
month during which the Executive is granted Early Retirement.
2.7 "Employment Date" means the most recent date an Executive became employed
as an officer of the Corporation. If the Executive was originally employed
as a non-officer, then the date of promotion to officer status constitutes
the Employment Date.
2.8 "Executive" means any employee who is an officer, who is designated as
eligible to participate in the Plan by the Board of Directors of the
Corporation and who executes a Participation Agreement.
2.9 "Fiscal Year" shall mean the 12-month period beginning on April 1 of each
year.
2.10 "Normal Retirement" means the retirement from employment with the
Corporation of an Executive after reaching Normal Retirement Age.
2.11 "Normal Retirement Age" means the date on which an Executive attains the
age of sixty-five (65).
2.12 "Normal Retirement Benefit" means, with respect to each Executive, 45% of
such Executive's monthly base salary at the time of Normal Retirement.
2.13 "Normal Retirement Date" means the first day of the month following the
month during which the Executive attains Normal Retirement Age or, if
later, the first day of the month following the Executive's retirement
after attainment of his Normal Retirement Age.
2.14 "Participation Agreement" means the agreement executed by the Executive
upon being admitted to the Plan. With respect to each Executive, the
Participation Agreement shall be an integral part of the Plan.
2.15 "Plan" means the Supplemental Income Plan of the Corporation and its
successors as described herein as the same may hereafter from time to time
be amended.
2.16 "Day of Service" means, with respect to each Executive, each day following
such Executive's Employment Date on which such Executive is employed by
the Corporation.
2.17 "Days of Service Fraction" means, with respect to each Executive, at any
time, the number of Days of Service then accrued by such Executive,
divided by the number of Days of Service such Executive would accrue if he
were continuously employed by the Corporation from his Employment Date
until his Normal Retirement Age.
3. Payment of Benefits
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3.1 If an Executive voluntarily terminates employment before retirement, or if
an Executive's employment is terminated for reason of malfeasance,
dishonesty, or other similar wrongdoing (even after becoming eligible for
retirement), neither the Executive nor his Beneficiary will be entitled to
receive any benefits under this Plan. If an Executive's malfeasance,
dishonesty or other wrongdoing is discovered after payments to the
Executive under this Plan have already begun, neither the Executive nor
his Beneficiary will be entitled to receive any further payments under the
Plan. All determinations under
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this paragraph will be made by World Acceptance Corporation's Board of
Directors in its sole discretion.
3.2 In the event of an Executive's Normal Retirement, the Corporation will make
a series of monthly payments to the Executive. Each payment will be equal
to the Executive's Normal Retirement Benefit. The first such payment shall
be made on the Normal Retirement Date and the remaining payments shall be
made on the first day of each succeeding month until 180 total payments
have been made. If the Executive dies before all of the payments due to him
have been made, the remaining payments shall be made to the Executive's
Beneficiary. If the Executive's Beneficiary dies before receiving all the
payments due to him, then the remaining payments shall be made to the
personal representative of the Beneficiary's estate.
3.3 In the event of an Executive's Early Retirement, the Corporation will make
a series of monthly payments to the Executive. Each payment will be equal
to the Executive's Early Retirement Benefit. The first such payment shall
be made on the Executive's Early Retirement Date and the remaining payments
shall be made on the first day of each succeeding month until 180 total
payments have been made. If an Executive dies before receiving all of the
payments due to him, then the remaining payments shall be made to the
Executive's Beneficiary. If the Executive's Beneficiary dies before
receiving all the payments due to him or her, then the remaining payments
shall be made to the personal representative of the Beneficiary's estate.
3.4 Except as provided in section 3.1, if the Corporation terminates an
Executive's employment before his death or retirement, or if an Executive
terminates employment because of Disability, the Executive will receive the
same benefit he would have received if he had retired on the date of his
termination. For purposes of this paragraph, the age 57 and 8 years of Plan
participation requirements for Early Retirement will not apply. The first
such payment shall be made on the first day of the month following the
Executive's termination of employment and the remaining payments shall be
made on the first day of each succeeding month until 180 payments have been
made. If the Executive's Beneficiary dies before all of the payments due
have been made, then any remaining payments shall be made to the personal
representative of the Beneficiary's estate.
3.5 If an Executive dies while employed with the Corporation, his Beneficiary
will receive payments pursuant to section 3.2 calculated as if the
Executive's date of death is his Normal Retirement Date.
3.6 If, at the death of the Executive, there is no properly designated living
Beneficiary, or, if the Beneficiary is an entity and such entity is not
then in existence, then any payments due under this Plan shall be made to
the Executive's estate.
3.7 In making any payment to or for the benefit of any minor or an incompetent
Beneficiary, the Board, in its sole and absolute discretion, may make a
distribution to a legal or natural guardian or other relative of a minor or
court-appointed committee of such incompetent. It may also make a payment
to any adult with whom the minor or incompetent temporarily or permanently
resides. The receipt by a guardian, committee, relative or
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other person shall be a complete discharge of the Corporation. Neither the
Board nor the Corporation shall have any responsibility to see to the
proper application of any payments so made.
4. Nature of Corporation's Obligation
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4.1 The Corporation's obligation to the Executives under this Plan shall be an
unfunded and unsecured promise to pay. The rights of an Executive or
Beneficiary under this Plan shall be solely those of an unsecured general
creditor of the Corporation. The Corporation shall not be obligated under
any circumstances to set aside or hold assets to fund its financial
obligations under this Plan.
4.2 Any assets that the Corporation may set aside, acquire or hold to help
cover its financial liabilities under this Plan are and remain general
assets of the Corporation subject to the claims of its creditors. The
Corporation does not give, and the Plan does not give, any beneficial
ownership interest in any assets of the Corporation to a Executive or
Beneficiary. All rights of ownership in any assets are and remain in the
Corporation. Any general asset used or acquired by the Corporation in
connection with the liabilities it has assumed under this Plan shall not be
deemed to be held under any trust for the benefit of the Executive or any
Beneficiary, and no general asset shall be considered security for the
performance of the obligations of the Corporation. Any such asset shall
remain a general, unpledged, and unrestricted asset of the Corporation.
4.3 The Corporation's liability for payment of benefits shall be determined
only under the provisions of this Plan, as they may be amended from time to
time.
5. Amendment and Termination
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5.1 This Plan may be amended in any way or may be terminated, in whole or in
part, at any time, in the discretion of the Board. However, no amendment
or termination of the Plan will have the effect of reducing an Executive's
retirement benefit below the amount of such benefit computed as of the date
of amendment or termination.
6. Limitations on Transfer
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6.1 Neither an Executive nor a Beneficiary may in any manner anticipate,
alienate, sell, assign, pledge, encumber or otherwise transfer the right to
receive payments under this Plan. Any attempt to do so will be void. Such
rights are not subject to legal process or levy of any kind.
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7. Administration
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7.1 The Corporation is the named fiduciary of the Plan. The Board, acting on
behalf of the Corporation, shall have the authority to control and manage
the operation and administration of the Plan except as otherwise expressly
provided in this plan document.
7.2 The Board, acting on behalf of the Corporation, has the discretion (1) to
interpret and construe the terms and provisions of the Plan (including any
rules or regulations adopted under the Plan), (2) to determine eligibility
to participate in the Plan and (3) to make factual determinations in
connection with any of the foregoing. A decision of the Board with respect
to any matter pertaining to the Plan, including without limitation the
employees determined to be eligible, the benefits payable, and the
construction or interpretation of any provision thereof, shall be
conclusive and binding upon all interested persons. No Board member shall
participate in any decision of the Board that would directly and
specifically affect the timing or amount of his or her benefits under the
Plan.
8. Claims Procedure
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8.1 A person with an interest in the Plan shall have the right to file a claim
for benefits under the Plan and to appeal any denial of a claim for
benefits. Any request for a Plan benefit or to clarify the claimant's
rights to future benefits under the terms of the Plan shall be considered
to be a claim.
8.2 A claim for benefits will be considered as having been made when submitted
in writing by the claimant to the Corporation. No particular form is
required for the claim, but the written claim must identify the name of the
claimant and describe generally the benefit to which the claimant believes
he or she is entitled. The claim may be delivered personally during normal
business hours or mailed to the Corporation.
8.3 The Board, acting on behalf of the Corporation, will determine whether, or
to what extent, the claim may be allowed or denied under the terms of the
Plan. If the claim is wholly or partially denied, the claimant shall be so
informed by written notice within 90 days after the day the claim is
submitted unless special circumstances require an extension of time for
processing the claim. If such an extension of time for processing is
required, written notice of the extension shall be furnished to the
claimant prior to the termination of the initial 90-day period. Such
extension may not exceed an additional 90 days from the end of the initial
90-day period. The extension notice shall indicate the special
circumstances requiring an extension of time and the date by which the Plan
expects to render the final decision. If notice of denial of a claim (in
whole or in part) is not furnished within the initial 90-day period after
the claim is submitted (or, if applicable, the extended 90-day period), the
claimant shall consider that his or her claim has been denied just as if he
or she had received actual notice of denial.
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8.4 The notice informing the claimant that his or her claim has been wholly or
partially denied shall be written in a manner calculated to be understood
by the claimant and shall include:
(1) The specific reason(s) for the denial.
(2) Specific reference to pertinent Plan provisions on which the denial
is based.
(3) A description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such
material or information is necessary.
(4) Appropriate information as to the steps to be taken if the Executive
or Beneficiary wishes to submit his or her claim for review.
8.5 If the claim is wholly or partially denied, the claimant (or his or her
authorized representative) may file an appeal of the denied claim with the
Board requesting that the claim be reviewed. The Board shall conduct a
full and fair review of each appealed claim and its denial. Unless the
Board notifies the claimant that due to the nature of the benefit and other
attendant circumstances he or she is entitled to a greater period of time
within which to submit his or her request for review of a denied claim, the
claimant shall have 60 days after he or she (or his or her authorized
representative) receives written notice of denial of his or her claim
within which such request must be submitted to the Board.
8.6 The request for review of a denied claim must be made in writing. In
connection with making such request, the claimant or his authorized
representative may:
(1) Review pertinent documents.
(2) Submit issues and comments in writing.
8.7 The decision of the Board regarding the appeal will be given to the
claimant in writing no later than 60 days following receipt of the request
for review. However, if special circumstances (for example, if the Board
decides to hold a hearing on the appeal) require an extension of time for
processing, the decision shall be rendered as soon as possible, but not
later than 120 days after receipt of the request for review. If special
circumstances require that a decision will be made beyond the initial time
for furnishing the decision, written notice of the extension shall be
furnished to the claimant (or his authorized representative) prior to the
commencement of the extension. If a decision on review is not furnished
within the appropriate time, the claim shall be deemed to have been denied
on appeal.
8.8 The Board may, in its sole discretion, decide to hold a hearing if it
determines that a hearing is necessary or appropriate in order to make a
full and fair review of the appealed claim.
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8.9 The decision on review shall include specific reasons for the decision,
written in a manner calculated to be understood by the claimant, as well
as specific references to the pertinent Plan provisions on which the
decision is based.
8.10 An Executive or Beneficiary must exhaust his rights to file a claim and to
request a review of the denial of his claim before bringing any civil
action to recover benefits due to him under the terms of the Plan, to
enforce his rights under the terms of the Plan, or to clarify his rights
to future benefits under the terms of the Plan.
9. General Provisions
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9.1 Nothing in this Plan shall be deemed to give any person the right to
remain in the employ of the Corporation or affect the right of the
Corporation to terminate any Executive's employment with or without cause.
9.2 Any amount required to be withheld under applicable Federal, state and
local income tax laws will be withheld and any payment under the Plan will
be reduced by the amount so withheld.
9.3 This Plan shall be construed and administered in accordance with the laws
of the State of South Carolina to the extent that such laws are not
preempted by federal law.
This plan document has been executed on behalf of the Corporation this
15th day of March, 2000.
WORLD ACCEPTANCE CORPORATION
By:___________________________________________
A. A. McLean, Executive Vice President and CFO
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[Type name and Title]
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PARTICIPATION AGREEMENT
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SUPPLEMENTAL INCOME PLAN
OF
WORLD ACCEPTANCE CORPORATION
As provided in the above referenced Plan effective April 1, 2000, you, C.
D. Walters, are hereby invited to participate. By accepting the invitation to
participate in the Plan, you acknowledge that you have read the Plan, understand
its terms, understand that benefits will be paid pursuant to the Plan only under
specific circumstances described therein, understand that you are a general
creditor of World Acceptance Corporation and that you have no interest in
specific assets owned by the Corporation.
I hereby accept this invitation of World Acceptance Corporation to
participate in its Supplemental Income Plan.
______________________________________________________________________________
Witness Participant
For purposes of the plan, I hereby designate the following Beneficiary or
Beneficiaries:
__________________________________________
(Beneficiary)
If the above named Beneficiary is not alive when payments are first due to
be made under the Plan, I hereby designate the following Contingent Beneficiary
or Beneficiaries:
__________________________________________
(Contingent Beneficiary)
Plan Employment Date: April 30, 1976
Company Copy - Return to Debbie Bolds at Home Office