NICK Nicholas Financial Inc Bc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 15, 2022, Nicholas Financial, Inc. ("the Company") announced Michael Rost's Employment Agreement as Chief Executive Officer through August 29, 2023. The material terms of Mr. Rost's Employment Agreement are also disclosed in the Company’s Form 8-K filed on the date thereof.

Salary and Bonus: Mr. Rost's initial base salary will be no less than $250,000. The Employee shall receive, and the Company shall pay, such bonuses as shall be determined by or on behalf of the Compensation Committee (the "Committee"). The Base Salary may be increased by the Committee in its sole discretion.

Stock Purchase Matching Program: The Company shall match 100% of the purchases of common stock of the Company that the Employee makes during the time period commencing on the Effective Date and ending on August 29, 2023 (if the Agreement is not automatically renewed at the end of the Initial Term in accordance with Section 2 hereof) or August 29, 2024 (if the Agreement is automatically renewed at the end of the Initial Term in accordance with Section 2 hereof) (in either case, the “Stock Purchase Matching Period”) (so long as the Employee remains employed through the date of such purchase); provided, however, that (i) such shares of common stock issued by the Company pursuant to the preceding clause (the “Matching Stock”) shall be restricted stock and shall vest as follows: (v) one-third (1/3) of the Matching Stock shall vest on the first anniversary of the date on which the Employee purchased the common stock that triggered the Company’s matching obligation with respect to such Matching Stock (a “Triggering Purchase”), (w) one-third (1/3) of the Matching Stock shall vest on the second anniversary of the date of the Triggering Purchase, and (x) one-third (1/3) of the Matching Stock shall vest on the third anniversary of the date of the Triggering Purchase, provided, further, that such shares of Matching Stock shall only vest if the Employee is employed by the Company on such vesting date (subject to accelerated vesting as specified in Section 5(f) and 5(g) hereof), and (ii) the Company’s matching obligation shall be limited to a number of shares of Matching Stock corresponding to (y) $50,000 for Triggering Purchases occurring between the Effective Date and August 29, 2023 and (z), if the Agreement is automatically renewed at the end of the Initial Term in accordance with Section 2 hereof, $50,000 for Triggering Purchases occurring between August 30, 2023 and August 29, 2024.

Benefits: Mr. Rost will be entitled to fringe benefits and perquisites consistent with the practices of the Company for similarly situated executives.

Termination without Cause or for Good Reason: The Company shall pay the Employee (subject to the provisions of Section 6 of this Agreement) a one-time, lump-sum severance payment equal to 100% of the Employee's Base Salary for one year of employment in effect at the time of such termination.

If a Change of Control occurs (as defined in the Employment Agreement), Mr. Rost will instead receive a one-time, lump-sum severance payment equal to 100% of his base salary. Termination without Cause or for Good Reason, whether or not it occurs within 12 months of a Change of Control, will entitle Mr. Rost to up to 12 months’ benefits and reimbursement of up to $7,500 in consultant/legal/accounting expenses, and will fully accelerate the vesting of all equity compensation except for restricted stock issued as part of the matching program described above.

All restrictions on any restricted stock or restricted stock unit awards made to the Employee by the Company or its affiliates shall lapse such that Employee is fully and immediately vested in such awards upon such termination of employment. 100% of Matching Stock held by Employee at the time of termination shall become immediately vested.

For these purposes, “Change of Control” is described in Appendix A of the Agreement.

Non-Compete: Mr. Rost will be subject to a non-compete for a period of one year following his termination.