CREDIT ACCEPTANCE CORPORATION
RESTRICTED STOCK GRANT AGREEMENT
Credit Acceptance Corporation (the "CORPORATION") hereby grants you,
____________________ (the "PARTICIPANT"), a Restricted Stock Award (the "AWARD")
under the Credit Acceptance Corporation 2004 Incentive Compensation Plan, dated
as of April 1, 2004 and approved by the shareholders of the Corporation on May
13, 2004 (the "PLAN"). The terms and conditions of the Award are set forth below
and in the attached Appendix X.
XXXXX DATE: _______________________
TOTAL RESTRICTED SHARES: _______________________
VESTING (PERIOD OF RESTRICTION): As described in Appendix A
BASE YEAR (fiscal year ended December 31): 20__
BASE YEAR ADJUSTED NET INCOME
PER DILUTED SHARE: $______
(The Base Year and Base Year Adjusted Net Income Per Diluted Share are used to
compute vesting. See Appendix A.)
AWARD DESIGNATED AS GRANTED
UNDER CODE SECTION 162(m)? ___Yes ___No
(Unless "Yes" is checked, the Committee has not designated the Award as granted
under Code Section 162(m).)
IMPORTANT:
Your signature below indicates your agreement and understanding that this grant
is subject to all of the terms and conditions contained in Appendix A and in the
Plan. BY SIGNING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED A COPY
OF THE PLAN AND THAT YOU HAVE READ THE PLAN, THIS AGREEMENT, AND APPENDIX A,
WHICH CONTAINS SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT.
CREDIT ACCEPTANCE CORPORATION ________________________
(Participant's name)
By _______________________ ________________________
(Participant's signature)
Date: __________________ Date: __________________
APPENDIX A--TERMS AND CONDITIONS
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1. Definitions. In this Agreement:
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"ADJUSTED NET INCOME PER DILUTED SHARE" means, in respect of any given
Fiscal Year:
(a) the amount the Corporation publicly announces as its "adjusted net
income per diluted share" (or words of substantially the same import)
for such Fiscal Year; or
(b) if the Corporation does not publicly announce such amount,
the amount the Corporation communicates to its shareholders
generally as its "adjusted net income per diluted share" (or
words of substantially the same import) for such Fiscal Year;
or
(c) if the Corporation neither publicly announces such amount
nor communicates it to its shareholders generally, an amount
equal to (1) the Corporation's net income per common share
(diluted) for such Fiscal Year, determined in accordance with
generally accepted accounting principles consistently applied,
plus and/or minus (2) such adjustments as the Committee
determines in good faith are appropriate and not inconsistent
with the method used for determining Base Year Adjusted Net
Income per Diluted Share.
"ANNOUNCEMENT DATE" means, in respect of any given Fiscal Year, the
earliest of:
(a) the date on which the Corporation first publicly announces its
Adjusted Net Income Per Diluted Share for such Fiscal Year; or
(b) the date on which the Corporation first communicates to its
shareholders generally its Adjusted Net Income Per Diluted Share for
such Fiscal Year; or
(c) the 120th day after the end of such Fiscal Year.
"BASE YEAR" means the Fiscal Year specified as the Base Year on the
first page of this Agreement.
"BASE YEAR ADJUSTED NET INCOME PER DILUTED SHARE" means the
Corporation's Adjusted Net Income Per Diluted Share for the Base Year,
the amount of which is specified on the first page of this Agreement.
In the event of any stock split, reverse split, recapitalization, or
other transaction that causes Base Year Adjusted Net Income Per Diluted
Share as stated on the first page of this Agreement to no longer be
fairly comparable to Adjusted Net Income Per Diluted Share for
subsequent Fiscal Years, the Base Year Adjusted Net Income Per Diluted
Share shall be adjusted from the amount shown on the first page of this
Agreement to such amount as the Committee in its discretions determines
to be appropriate so as to be fairly comparable to Adjusted Net Income
Per Diluted Share for subsequent Fiscal Years.
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FISCAL YEAR" means a fiscal year of the Corporation.
"RESTRICTED SHARES" means the shares of Restricted Stock issued to the
Participant pursuant to the Plan and this Agreement. The Restricted
Shares consist of the number of shares of the Corporation's Common
Stock set forth on the first page of this Agreement.
Any other capitalized words or terms used in this Agreement and defined in the
Plan have the definitions set forth in the Plan unless the context requires
otherwise.
2. No Effect on Employment. If the Participant's employment with the Corporation
or any of its Affiliates is on an at-will basis, the terms of the Participant's
employment will be determined from time to time by the Corporation or the
Affiliate employing the Participant (as the case may be), and the Corporation or
the Affiliate will have the right, which is hereby expressly reserved, to
terminate or change the terms of the employment of the Participant at any time
for any reason whatsoever, with or without cause. If the Participant has a
written employment agreement with Corporation or any Affiliate which contains
different or additional provisions relating to Plan awards, or otherwise
conflicts with the terms of this Agreement, the provisions of the employment
agreement will govern.
3. Uncertificated and Certificated Shares; Transfer Restrictions. The
Corporation, at its option, may issue certificates representing Restricted
Shares or may issue Restricted Shares without certificates. In either case, the
Restricted Shares will be issued in the name of the Participant. If the
Restricted Shares are issued without certificates, a record of the number of
shares so issued and other relevant information will be maintained by the
transfer agent for the Common Stock, and, within a reasonable time after
issuance, the Participant will receive a written statement of the information
that would have appeared on the certificate if the Restricted Shares had been
represented by a certificate.
During the Restricted Period, Restricted Shares may not be sold, transferred, or
otherwise disposed of and may not be pledged or otherwise hypothecated. Whether
or not the Restricted Shares are represented by a certificate, the Corporation
may instruct the transfer agent for its Common Stock to note in its records the
restrictions on transfer set forth in the Plan and this Agreement.
If Restricted Shares are represented by a certificate, the certificate will be
held by the Secretary of the Corporation as escrow agent (the "ESCROW AGENT").
The Corporation may instruct the transfer agent for its Common Stock to place a
legend on the certificates setting forth or referring to the restrictions on
transfer set forth in the Plan and this Agreement.
No certificates representing Restricted Shares will be delivered by the
Corporation or the Escrow Agent to the Participant unless and until the
Restricted Shares have vested and all other applicable terms and conditions in
this Agreement have been satisfied.
4. Restricted Period and Vesting. Except as provided in paragraph 5, and subject
to paragraph 6, the Restricted Period for the Restricted Shares will terminate
when the Restricted
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Shares vest in accordance with this paragraph 4. Restricted Shares will vest
and/or be forfeited in accordance with whichever one of the following
subparagraphs proves to be applicable:
(a) If the first Fiscal Year for which Adjusted Net Income per Diluted
Share is 200% or more of Base Year Adjusted Net Income per Diluted
Share is the first, second, third, fourth, or fifth Fiscal Year after
the Base Year, then, on the Announcement Date for that Fiscal Year,
100% of the Restricted Shares will vest.
(b) If the first Fiscal Year for which Adjusted Net Income per Diluted
Share is 200% or more of Base Year Adjusted Net Income per Diluted
Share is the sixth Fiscal Year after the Base Year, then, on the
Announcement Date for that Fiscal Year, 50% of the Restricted Shares
will vest and the remaining 50% will be forfeited.
(c) If the first Fiscal Year for which Adjusted Net Income per Diluted
Share is 200% or more of Base Year Adjusted Net Income per Diluted
Share is the seventh Fiscal Year after the Base Year, then, on the
Announcement Date for that Fiscal Year, 25% of the Restricted Shares
will vest and the remaining 75% will be forfeited.
(d) If Adjusted Net Income per Diluted Share is not 200% or more of
Base Year Adjusted Net Income per Diluted Share for any of the first
through seventh Fiscal Years after the Base Year, then, on the
Announcement Date for the seventh Fiscal Year after the Base Year, 100%
of the Restricted Shares will be forfeited.
5. Termination During Restricted Period. Notwithstanding paragraph 4, if the
Participant ceases to be an Employee or Non-Employee Director during the
applicable Restricted Period for any reason, any Restricted Shares as to which
the Restricted Period has not yet lapsed or been waived shall be forfeited by
the Participant; provided, however, that such termination will not result in
forfeiture, and the Restricted Shares instead will vest and/or be forfeited in
accordance with paragraph 4, if the Participant's status as an Employee or
Non-Employee Director is terminated involuntarily (other than for Cause or due
to death or Disability) within six months following a Change in Control.
Notwithstanding anything to the contrary herein or in the Plan, the Committee
shall not accelerate vesting or waive any restrictions with respect to any
Restricted Shares unless expressly permitted by the Internal Revenue Service
pursuant to guidance issued under Section 409A of the Code.
6. Forfeiture. Restricted Shares that are forfeited pursuant to paragraph 4 or 5
shall be deemed automatically transferred to and reacquired by the Corporation
at no cost to the Corporation upon the date of the forfeiture. The Participant
hereby appoints the Corporation, with full power of substitution, as the
Participant's true and lawful attorney-in-fact with irrevocable power and
authority in the name and on behalf of the Participant to take any action and
execute all documents and instruments, including, without limitation, stock
powers which may be necessary to transfer any certificate or certificates
evidencing such unvested Restricted Shares to the Corporation upon forfeiture.
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7. Taxes. Notwithstanding any contrary provision of this Agreement, Restricted
Shares may not be sold, transferred, or otherwise disposed of and may not be
pledged or otherwise hypothecated (even after the Restricted Period ends), and
no certificate representing Restricted Shares may be released from the escrow
established pursuant to paragraph 3, unless and until satisfactory arrangements
(as determined by the Committee) are made by the Participant with respect to the
payment of income and employment taxes which the Corporation determines must be
withheld with respect to the Restricted Shares. The Committee, in its sole
discretion and pursuant to such procedures as it may specify from time to time,
may permit the Participant to satisfy such tax withholding obligation, in whole
or in part by (a) electing to have the Corporation withhold otherwise
deliverable Restricted Shares, (b) delivering to the Corporation already vested
and owned Shares having a fair market value equal to the minimum amount required
to be withheld or (c) cash or certified check. If the Participant does not
deposit with the Company (on or before the date taxes are to be remitted by the
Company) the full required amount then due for taxes, before a certificate for
any shares is delivered, the Company shall sell (in a market transaction or in a
non-market transaction at the market price) sufficient vested shares held for
the Participant and deduct such taxes from the proceeds of sale. If the
Participant makes an election under Section 83(b) of the Code, or any successor
section thereto, to be taxed with respect to the Restricted Shares as of the
date of grant of the Restricted Shares rather than as of the date or dates upon
which the Participant would otherwise be taxable under Section 83(a) of the
Code, the Participant shall deliver a copy of such election to the Corporation
immediately after filing such election with the Internal Revenue Service,
together with any tax withholding required by the Committee. Neither the
Corporation nor any Affiliate nor the Committee makes any commitment or
guarantee that any federal or state tax treatment will apply or be available to
any person eligible for benefits under this Agreement.
8. Rights as Shareholder. Neither the Participant nor any person claiming under
or through the Participant will have any of the rights or privileges of a
shareholder of the Corporation in respect of any Restricted Shares deliverable
hereunder unless and until such Restricted Shares have been issued, recorded on
the records of the Corporation or its transfer agents or registrars, and (if
certificated) delivered to the Participant or the Escrow Agent. Except as
provided in Part III of the Plan, after such issuance, recordation, and
delivery, the Participant will have all the rights of a shareholder of the
Corporation with respect to voting such Restricted Shares and receipt of
dividends and distributions on such Restricted Shares. Participant hereby
consents and agrees to electronic delivery of any Plan documents, proxy
materials, annual reports, and other related documents. If the Corporation
establishes procedures for an electronic signature system for delivery and
acceptance of Plan documents (including documents relating to any programs
adopted under the Plan), Participant hereby consents to such procedures and
agrees that his or her electronic signature is the same as, and shall have the
same force and effect as, his or her manual signature. Participant consents and
agrees that any such procedures and delivery may be effected by a third party
engaged by the Corporation to provide administrative services related to the
Plan, including any program adopted under the Plan.
9. Additional Conditions to Release from Escrow. If at any time the Corporation
determines, in its discretion, that the listing, registration, or qualification
of the Restricted Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory
authority, is necessary or desirable as a condition to the release of the
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Restricted Shares from the restrictions on transfer contained in this Agreement
(and, if applicable, the escrow established pursuant to paragraph 3), such
release will not occur unless and until such listing, registration,
qualification, consent, or approval has been effected or obtained free of any
conditions not acceptable to the Corporation. The Corporation will make all
reasonable efforts to meet the requirements of any such state or federal law or
securities exchange and to obtain any such consent or approval of any such
governmental authority.
10. Notices. Any notice under this Agreement shall be addressed to the
Corporation in care of its Secretary at the principal executive office of the
Corporation and to the Participant at the address appearing in the personnel
records of the Corporation for the Participant or to either party at such other
address as either party hereto may hereafter designate in writing to the other.
Any such notice shall be deemed effective upon receipt thereof by the addressee.
11. Award Not Transferable. Except as otherwise provided in this Agreement, the
Award and the rights and privileges conferred hereby may not be transferred,
assigned, pledged, or hypothecated in any way (whether by operation of law or
otherwise) by the Participant and will not be subject to sale under execution,
attachment, or similar process. Upon any attempt by the Participant to transfer,
assign, pledge, hypothecate, or otherwise dispose of the Award, or any right or
privilege conferred hereby, or upon any attempted sale of the Participant's
rights under the Award under any execution, attachment, or similar process, the
Award and the Participant's rights and privileges conferred hereby immediately
will become null and void.
12. Binding Agreement. Subject to the limitation on the transferability of the
Award contained herein, this Agreement will be binding upon and inure to the
benefit of the heirs, legatees, legal representatives, successors, and assigns
of the parties hereto.
13. Committee Authority. The Committee will have the power and discretion to
interpret this Agreement and to adopt such rules for the administration,
interpretation, and application of the Agreement as are consistent herewith and
with the Plan and to interpret or revoke any such rules. All actions taken and
all interpretations and determinations made by the Committee in good faith will
be final and binding upon the Participant, the Corporation, and all other
interested persons. No member of the Committee will be personally liable for any
action, determination or interpretation made in good faith with respect to this
Agreement.
14. Captions. Captions in this Agreement are for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
15. Agreement Severable. In the event that any provision in this Agreement is
held invalid or unenforceable, such provision will be severable from, and such
invalidity or unenforceability will not be construed to have any effect on, the
remaining provisions of this Agreement.
16. Modifications to the Agreement. This Agreement and the Plan together
constitute the entire understanding of the parties on the subjects covered. The
Participant expressly warrants that he or she is not accepting this Agreement in
reliance on any promises, representations, or inducements other than those
contained herein and in the Plan. Modifications to this Agreement
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can be made only in an express written contract executed by a duly authorized
officer of the Corporation.
17. Governing Law. This Agreement will be governed by, and construed in
accordance with, the laws of the State of Michigan without regard to principles
of conflict of laws.
18. Additional Actions. The parties will execute such further instruments and
take such further action as may reasonably be necessary to carry out the intent
of this Agreement.
19. Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Any
counterpart or other signature hereupon delivered by facsimile shall be deemed
for all purposes as constituting good and valid execution and delivery of this
Agreement by such party.
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