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5.10. Construction. As used in the Plan, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “ without limitation .”
5.11. Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company.
5.12. Governing Law. The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws that might result in the application of the laws of another jurisdiction, and shall be construed accordingly.
5.13. Effective Date of Plan. The Plan shall be effective on the date of the approval of the Plan by the holders of the then outstanding securities of the Company entitled to vote generally in the election of directors. The Plan shall be null and void and of no effect if the foregoing condition is not fulfilled.
5.14. Captions. The captions in the Plan are for convenience of reference only, and are not intended to narrow, limit or affect the substance or interpretation of the provisions contained herein.
Notice of Annual Meeting of Stockholders and 2013 Proxy Statement | 79
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Proxy Card PORTFOLIO RECOVERY ASSOCIATES, INC. Proxy Solicited by the Board of Directors For Annual Meeting of Shareholders to be held May 30, 2013 For Holders of Record as of April 4, 2013 The undersigned hereby appoints the proxies selected by the Company’s Board of Directors, with the powers the undersigned would possess if personally present, and with full power of substitution, to vote at the Annual Meeting of Shareholders of PORTFOLIO RECOVERY ASSOCIATES, INC. to be held at Noon on May 30, 2013, and at any adjournments thereof, on the following proposals. You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE. Your shares cannot be voted unless you sign, date and return this card, or vote your shares by using either of the means described on the reverse side. The proxies are authorized to vote in their discretion with respect to other matters that may properly come before the Annual Meeting or any adjournment thereof. As of April 19, 2013 (the approximate date of this mailing), Portfolio Recovery Associates, Inc. does not know of any such other matters to be presented at the Annual Meeting. SEE REVERSE SIDE _ FOLD AND DETACH HERE AND READ THE REVERSE SIDE _ THIS ADMISSION TICKET IS REQUIRED FOR ADMITTANCE TO THE PORTFOLIO RECOVERY ASSOCIATES, INC. Annual Meeting of Shareholders to be held May 30, 2013 For Holders of Record as of April 4, 2013 EACH SHAREHOLDER MAY BE ASKED TO PRESENT VALID PICTURE IDENTIFICATION, SUCH AS DRIVER’S LICENSE OR EMPLOYEE IDENTIFICATION BADGE, IN ADDITION TO THIS ADMISSION TICKET. 10226 Portfolio Recovery CST_01 4/2/13 5:07 PM Page 2
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X Please mark your votes like this _ FOLD AND DETACH HERE AND READ THE REVERSE SIDE _ COMPANY ID: PROXY NUMBER: ACCOUNT NUMBER: YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING I plan to attend the Annual Meeting in person _ To commence printing on this proxy card please sign, date and fax this card to this number: 212-691-9013 or email us your approval. SIGNATURE: DATE: TIME: Registered Quantity Broker Quantity (THIS BOXED AREA DOES NOT PRINTPRINT AUTHORIZATION ) Label Area 4” x 1 1/2” 1. Election of Directors The Board of Directors recommends a vote FOR the election of the directors listed below. The Board of Directors recommends a vote FOR proposals 2, 3, 4 and 5. NOMINEES: (01) John H. Fain (02) David N. Roberts (Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above) Signature Signature Date , 2013 Note: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator or guardian, please give full title as such. The signer hereby revokes all proxies heretofore given by the signer to vote at said meeting or any adjournments thereof. By signing this proxy card, you acknowledge receipt of the Proxy Statement and the Notice of Annual Meeting of Shareholders to be held on May 30, 2013. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held May 30, 2013. This proxy statement and our 2012 Annual Report to Shareholders are available at http://www.cstproxy.com/portfoliorecovery/2013 3. Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2013; 6. Transact such other business as may properly come before the meeting or any adjournments or postponements thereof. 2. Approval, on a non-binding advisory basis, of the Company’s executive compensation; FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR all Nominees listed to the left WITHHOLD AUTHORITY to vote for the nominees listed If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast “FOR” each of the nominees for Director and “For” proposals 2, 3, 4 and 5. When this Proxy is properly executed, the shares to which it relates will be voted in the manner directed herein. 4. Approval of the 2013 Omnibus Incentive Plan; FOR AGAINST ABSTAIN 5. Approval of the 2013 Annual Non-Equity Incentive Plan; and FOR AGAINST ABSTAIN 10226 Portfolio Recovery CST_01 4/2/13 5:07 PM Page