This Employment Agreement (the
"Agreement") is dated as of December 1, 2011, by and between Portfolio Recovery Associates, Inc. (the "Company") and Judith Scott (the "Employee").
W I T N E S S E T H:
WHEREAS, the Employee is employed by the Company as its Executive Vice President, General Counsel; and
WHEREAS, the Company desires that the Employee continue to serve as its Executive Vice President, General Counsel; and
WHEREAS, Employee desires to continue such an employment relationship upon the terms set forth in this Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties
agree as follows:
(a) The Company
hereby extends the employment (the "Employment") of the Employee on the terms set forth herein. Employee shall perform such duties and exercise such powers as directed by the Board of Directors or CEO of the Company (the
"Board"). Employee hereby accepts the Employment and agrees to (i) continue to render such executive services, (ii) perform such executive duties and (iii) exercise such executive supervision and powers to, for and with
respect to the Company, as may be established, for the period and upon the terms set forth in this Agreement.
shall devote substantially all of his/her business time and attention to the business and affairs of the Company, except as permitted for Paid Time Off, pursuant to Section 4 herein, and for Disability (as defined in Section 8(b)). Subject
to CEO approval, the Employee may serve on the Boards of Directors of other companies, engage in charitable and community affairs, or give attention to his passive investments, provided that such activities do not interfere with the regular
performance of his duties and responsibilities under this Agreement or violate any other provision of this Agreement.
principal place of employment of Employee shall be at the Companys principal executive offices in Norfolk, Virginia or, if such offices are relocated, within a 75 mile radius of Norfolk, Virginia (the "Metropolitan Area").
Notwithstanding the foregoing, Employee may be required to travel beyond the Metropolitan Area as reasonably required to perform his/her duties hereunder.
Except as otherwise
specifically provided in Section 8 below, this Agreement shall commence on January 1, 2012 (the "Commencement Date"), and shall continue until December 31, 2014 (the "Term"), subject to the terms and conditions of
this Agreement. If a Change in Control (defined below) occurs prior to the expiration of the Term, the Term shall be automatically extended until the later of December 31, 2014 or two (2) years following the Change in Control.
Salary. Employee shall be paid a base salary (the "Base Salary") at a minimum annual rate of $277,000, payable at such intervals as the other executive officers of the Company are paid, but in any event at least on a monthly basis. The
Compensation Committee may increase the base salary throughout the term of the agreement, however, the Committee shall not decrease the base salary below the stated amount in this Agreement.
(b) Bonus Compensation. Employee shall be eligible to receive an annual bonus as set forth in the Companys Annual Bonus Plan
("Annual Bonus"), which is incorporated herein by reference. Pursuant to the Annual Bonus Plan, the Compensation Committee of the Companys Board of Directors will review the plan annually to determine target participation levels and
establish goals and subsequent payout levels against those goals.
(c) Equity Award. Employee shall be eligible to
receive Equity Awards as set forth in the Companys Stock Plan, which is incorporated herein by reference. Subject to Sections 8 and 9 of this Agreement, any and all Equity Awards shall be subject to agreed upon restrictions incorporated in the
Companys Insider Trading Policy, as well as any restricted stock agreements between the Employee and the Company.
Clawbacks. Please note that any compensation paid to the Employee pursuant to this Agreement is subject to any current or future claw-back policy instituted by the Company to comply with any rules promulgated in the future, if any, pursuant
to the Dodd-Frank Wall Street Reform and Consumer Protection Act.
(e) Employee Benefits. In addition to the
compensation discussed above, and subject to the limitations imposed herein, Employee shall be eligible to (i) receive any employee benefits provided by the Company to its employees, including, but not limited to, life insurance,
hospitalization, surgical, major medical and disability insurance and sick leave, (ii) such employee benefit programs as may be offered by the Company to other executives and (iii) be a full participant in all of the Companys other
benefit plans, retirement plans and profit-sharing plans which may be in effect from time to time or may hereafter be adopted by the Company.