EXHIBIT 10(Q)5
CREDIT ACCEPTANCE CORPORATION
RESTRICTED STOCK UNIT AWARD AGREEMENT
Credit Acceptance Corporation (the "CORPORATION") hereby grants you, Xxxxx X.
Xxxxxxx (the "PARTICIPANT"), a Restricted Stock Unit 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.
GRANT DATE: FEBRUARY 22, 2007
NUMBER OF RESTRICTED STOCK UNITS: 300,000
PERFORMANCE PERIOD: 2007 THROUGH 2011
PERFORMANCE MEASURE: Restricted Stock Units will vest based upon percentage
growth in Economic Profit as set forth in Appendix A to this Agreement.
THIS AGREEMENT, effective February 22, 2007, represents the grant of
Restricted Stock Units by the Corporation to the Participant named above,
pursuant to the provisions of the Plan and this Agreement. All capitalized terms
shall have the meanings ascribed to them in the Plan, unless specifically set
forth otherwise herein. The parties hereto agree as follows:
1. Performance Period. The Performance Period commences on January 1, 2007,
and ends on December 31, 2011.
2. Value of Restricted Stock Units. Each Restricted Stock Unit shall represent
and have a value equal to one share of common stock, par value $0.01, of
the Company, subject to adjustment as provided in Section 6.03 of the Plan.
3. Restricted Stock Units and Achievement of Performance Goal. The number of
Restricted Stock Units to be earned under this Agreement, shall be based
upon the Company's increase in adjusted Economic Profit as approved by the
Compensation Committee as compared to the targets set forth in Appendix A
to this Agreement.
4. Termination Provisions. Except as provided in Section 11 (a) of this
Agreement, Participant shall be eligible for payment of earned Restricted
Stock Units, as specified in Section 3, regardless of the Participant's
employment with the Company through the end of the Performance Period.
5. Dividend Equivalents. During the Performance Period, the Company shall
credit to Participant, on each date that the Company pays a cash dividend
to holders of common
stock generally, an additional number of Restricted Stock Units
("Additional Restricted Stock Units") equal to the total number of whole
Restricted Stock Units and Additional Restricted Stock Units previously
credited to Participant under this Agreement multiplied by the dollar
amount of the cash dividend paid per share of common stock by the Company
on such date, divided by the closing price of a share of common stock on
such date. Any fractional Restricted Stock Unit resulting from such
calculation shall be included in the Additional Restricted Stock Units. A
report showing the number of Additional Restricted Stock Units so credited
shall be sent to Participant periodically, as determined by the Company.
The Additional Restricted Stock Units so credited shall be subject to the
same terms and conditions as the Restricted Stock Units granted pursuant to
this Agreement and the Additional Restricted Stock Units shall be forfeited
in the event that the Restricted Stock Units with respect to which the
dividend equivalents were paid are forfeited.
6. Form and Timing of Restricted Stock Units. Other than a Change of Control,
payment of the earned Restricted Stock Units shall be made in stock.
Payment of earned Restricted Stock Units shall be made on February 22,
2014.
7. Tax Withholding. The Company shall have the power and the right to deduct
or withhold, or require the Participant or beneficiary to remit to the
Company, an amount sufficient to satisfy federal, state, and local taxes,
domestic or foreign, required by law or regulation to be withheld with
respect to any taxable event arising as a result of this Agreement.
8. Nontransferability. Restricted Stock Units may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by
will or by the laws of descent and distribution.
9. Administration. This Agreement and the rights of the Participant hereunder
are subject to all the terms and conditions of the Plan, as the same may be
amended from time to time, as well as to such rules and regulations as the
Committee may adopt for administration of the Plan. It is expressly
understood that the Committee is authorized to administer, construe, and
make all determinations necessary or appropriate to the administration of
the Plan and this Agreement, all of which shall be binding upon the
Participant. Any inconsistency between the Agreement and the Plan shall be
resolved in favor of the Plan.
10. Specific Restrictions upon Shares. The Participant hereby agrees with the
Company as follows:
a. The Participant shall acquire the shares issuable with respect to the
Restricted Stock Units granted hereunder for investment purposes only
not with a view of resale or other distribution thereof to the public
in violation of the Securities Act of 1933, as amended (the "1933
Act") and shall not dispose of any such shares in transactions which,
in the opinion of counsel to the Company, violate the 1933 Act, or the
rules and regulations thereunder, or any applicable state securities
or "blue Sky" laws.
b. If any shares acquired with respect to the Restricted Stock Units
shall be registered under the 1933 Act, no public offering (otherwise
than on a national securities exchange, as defined in the Exchange
Act) of any such shares shall be
made by the Participant under such circumstances that he or she (or
such other person) may be deemed an underwriter, as defined in the
1933 Act; and
11. Miscellaneous.
a. Change in Control. As provided by Section 6.02 of the Plan, in the
event of a Change in Control, the restrictions applicable to the
Restricted Stock Units granted under this Agreement shall lapse, the
Performance Goal shall be deemened to have been achieved at target
level, and all other terms and conditions shall be deemed to have been
satisfied. Subject to Section 11(h) of this Agreement, payment shall
be made in cash within thirty (30) days following the effective date
of the Change in Control.
b. Adjustments to Shares. Subject to Plan Section 6.03, in the event of
any merger, reorganization, recapitalization, stock dividend, stock
split, extraordinary distribution with respect to the Stock or other
change in corporate structure affecting the Stock, the Committee or
Board of Directors of the Company will make such substitution or
adjustments in the aggregate number and kind of shares of Stock
subject to this Restricted Stock Unit Award to prevent dilution of
rights.
c. Notices. Any written notice required or permitted under this Agreement
shall be deemed given when delivered personally, as appropriate either
to the Participant or to the Human Resources Department of the
Company, or when deposited in a United States Post Office as
registered mail, postage prepaid, addressed as appropriate either to
the Participant at his or her address as he or she may designate in
writing to the Company, or to the Attention: Human Resources
Department, Credit Acceptance Corporation, at its headquarters office
or such other address as the Company may designate in writing to the
Participant.
d. Failure to Enforce Not a Waiver. The failure of the Company to enforce
at any time any provision of this Agreement shall in no way be
construed to be a waiver of such provision or of any other provision
hereof.
e. Governing Law. All questions concerning the construction, validity and
interpretation of this Agreement shall be governed by and construed
according to the laws of the State Michigan.
f. Provision of Plan. The Restricted Stock Units provided for herein and
granted pursuant to the Plan, and said Restricted Stock Units and this
Agreement are in all respects governed by the Plan and subject to all
of the terms and provisions thereof, whether such terms and provisions
are incorporated in this Agreement, solely by reference or expressly
cited herein. If there is any inconsistency between the terms of this
Agreement and the terms of the Plan, the Plan's terms shall completely
supersede and replace the conflicting terms of this Agreement.
g. Code section 162(m). It is intended that payments pursuant to this
Agreement to a Participant who is a "covered officer" within the
meaning of section 162(m) of
the Internal Revenue Code constitute "qualified performance-based
compensation" within the meaning of section 1.162.27(e) of the Income
Tax Regulations. To the maximum extent possible, this Agreement and
the Plan shall be so interpreted and construed. .
h. Section 16 Compliance. If the Participant is subject to Section 16 of
the Exchange Act, except in the case of death or disability, or unless
otherwise exempt, at least six months must elapse from the date of
vesting of the Restricted Stock Units granted hereunder to the date of
the Participant's disposition of such Restricted Stock Units or the
underlying shares of stock.
IN WITNESS WHEREOF, the Credit Acceptance Corporation has executed this
Agreement in duplicate on this ________ day and year first above written.
CREDIT ACCEPTANCE CORPORATION
BY: /s/ Xxxxxxx X. Xxxxx
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PRINT NAME: Xxxxxxx X. Xxxxx
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Its: Chief Financial Officer
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I, acknowledge receipt of a copy of the Plan (either as an attachment hereto or
that has been previously received by me) and that I have carefully read this
Award Agreement and the Plan. I agree to be bound by all of the provisions set
forth in this Award Agreement and the Plan.
BY: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Appendix A
Each year, 20% of the Restricted Stock Unit is eligible to vest.
If compounded Economic Profit improves at least 10% annually ("Cumulative
Growth"), starting with January 2007 as compared with 2006, 100% of the
Restricted Stock Units eligible to vest will vest.
If Cumulative Growth is greater than 0% but less than 10% then half of the
eligible Restricted Stock Units will vest.
In Years 2 through 5, if Cumulative Growth is 10% or greater, then all the
Restricted Stock Units that did not vest in prior years, will also vest.
