Elevate Credit : Description Current report filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________

FORM 8-K

____________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

January 24, 2019

____________________________________________________________________

ELEVATE CREDIT, INC.

(Exact name of registrant as specified in its charter)

____________________________________________________________________

Delaware

(State or other jurisdiction of incorporation)

001-37680

(Commission File Number)

4150 International Plaza, Suite 300

Fort Worth, Texas 76109

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code [phone]

Not Applicable

(Former name or former address, if changed since last report.)

____________________________________________________________________

46-4714474

(I.R.S. Employer Identification No.)

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 5.02

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

(e) On January 24, 2019, Elevate Credit, Inc. (the " Company ") amended the Employment, Confidentiality and Non-Compete Agreements (as amended from time to time, the " Employment Agreements "), with Kenneth E. Rees, the Company's Chief Executive Officer and Chairman, Jason Harvison, the Company's Chief Operating Officer, and Christopher Lutes, the Company's Chief Financial Officer. The amendments amend the "Good Reason" definition provided in the Employment Agreements. As amended, the Employment Agreements provide that "Good Reason" means (i) a material reduction in the officer's base salary or cash incentive bonus opportunity; (ii) a material reduction in the officer's duties, responsibilities or authority; (iii) a requirement to relocate, except for office relocations that would not increase the officer's one-way commuting distance by more than thirty-five (35) miles; or (iv) a material violation by the Company of a material term of any agreement between the officer and the Company. The foregoing description of the amendments to the Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the amendments, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto and incorporated herein by reference.

On January 24, 2019, the Company amended its 2016 Omnibus Incentive Plan (as amended from time to time, the " 2016 Plan "). The amendments amend the Corporate Transaction (as defined in the 2016 Plan) and Change in Control (as defined in the 2016 Plan) provisions of the 2016 Plan. As amended, the 2016 Plan provides that any outstanding award thereunder that is not Assumed (as defined in the 2016 Plan) or Replaced (as defined in the 2016 Plan) in a Corporate Transaction will accelerate vesting. In addition, as amended, the 2016 Plan provides that any outstanding award thereunder will accelerate vesting upon termination of the applicable award holder's Continuous Service (as defined in the 2016 Plan) by the Company or a related entity without Cause (as defined in the 2016 Plan) or voluntarily by the award holder with Good Reason (as defined in the 2016 Plan), in each case during the three (3) month period preceding or twenty-four (24) month period following a Corporate Transaction or Change in Control. The foregoing description of the amendments to the 2016 Plan does not purport to be complete and is qualified in its entirety by reference to the 2016 Plan, as amended, which is filed as Exhibit 10.4 hereto and incorporated herein by reference.

On January 24, 2019, the Company amended its 2014 Equity Incentive Plan (as amended from time to time, the " 2014 Plan "). The amendments amend the Change in Control (as defined in the 2014 Plan) provisions of the 2014 Plan. As amended, the 2014 Plan provides that any outstanding award thereunder will accelerate vesting if the applicable award holder's status as a Service Provider (as defined in the 2014 Plan) is terminated by the successor company, the Company, or a Parent (as defined in the 2014 Plan) or Subsidiary (as defined in the 2014 Plan) of the Company, without Cause (as defined in the 2014 Plan) or voluntarily by the award holder with Good Reason (as defined in the 2014 Plan), in each case during three (3) month period preceding or the twenty-four (24) month period following the Change in Control. The foregoing description of the amendments to the 2014 Plan does not purport to be complete and is qualified in its entirety by reference to the 2014 Plan, as amended, which is filed as Exhibit 10.5 hereto and incorporated herein by reference.

On January 24, 2019, the Company amended its 2016 Employee Stock Purchase Plan (as amended from time to time, the " ESPP "). The amendments amend the maximum number of shares of the Company's common stock that a participant may purchase during an Offer Period (as defined in the ESPP). As amended, the ESPP provides that the maximum number of shares of the Company's common stock that a participant may purchase during any Offer Period is 2,500. The foregoing description of the amendment to the ESPP does not purport to be complete and is qualified in its entirety by reference to the ESPP, as amended, which is filed as Exhibit 10.6 hereto and incorporated herein by reference.

The amendments described within Item 5.02 (e) above align the Company's Employment Agreements, 2016 Plan, 2014 Plan, and ESPP with current market practice.

Item 9.01	Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.	Description
10.1	Third Amendment to Employment, Confidentiality and Non-Compete Agreement, dated January 24, 2019, by and between Kenneth E. Rees and
Elevate Credit Service, LLC.
10.2	Third Amendment to Employment, Confidentiality and Non-Compete Agreement, dated January 24, 2019, by and between Jason Harvison and
Elevate Credit Service, LLC.
10.3	Third Amendment to Employment, Confidentiality and Non-Compete Agreement, dated January 24, 2019, by and between Christopher Lutes and
Elevate Credit Service, LLC.
10.4	Elevate 2016 Omnibus Incentive Plan, as amended.
10.5	Elevate 2014 Equity Incentive Plan, as amended.
10.6	Elevate 2016 Employee Stock Purchase Plan, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Elevate Credit, Inc.

Dated: January 30, 2019 By: /s/ Christopher Lutes

Christopher Lutes Chief Financial Officer

THIRD AMENDMENT TO

EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETE AGREEMENT

This Third Amendment to Employment, Confidentiality and Non-Compete Agreement (this " Amendment "), dated as of January 24, 2019 (" Amendment Date "), is by and between Elevate Credit Service, LLC, a Delaware limited liability company (" Company " or " Employer ") and Kenneth E. Rees (" Employee ").

Recitals

A. The parties entered into that certain Employment, Confidentiality and Non-Compete Agreement, dated as of May 1, 2014, as amended on December 11, 2015 and March 1, 2017 (as amended, the "Original Agreement ").

B.

The parties mutually desire to amend the Original Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows.

Agreement

1.

Certain Definitions . Section 2.2.4(C) of the Original Agreement is hereby amended and restated, in its entirety, as follows:

"C. The term " Good Reason " shall mean:

• (i) A material reduction in Employee's base salary or cash incentive bonus opportunity;

• (ii) A material reduction in Employee's duties, responsibilities or authority;

• (iii) A requirement to relocate, except for office relocations that would not increase Employee's one-way commuting distance by more than thirty-five (35) miles; or

(iv) A material violation by the Company of a material term of any agreement between Employee and the Company."

2. Entire Agreement . The Original Agreement, as amended by this Amendment, constitutes the entire understanding and agreement among the parties regarding the subject matter hereof. Except as specifically amended by this Amendment, the Original Agreement is ratified and confirmed in all respects.

3. Signatures . This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute such counterparts, and all of which together shall constitute one instrument. Signatures received by facsimile, PDF file or other electronic format shall be deemed to be original signatures.

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