EXHIBIT 10.27
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT, dated and
effective as of the date set forth on the signature page hereof, is
made and entered into by and between AmeriCredit Corp., a Texas
corporation, having an office at 200 Bailey Avenue, Fort Worth,
Texas 76107 (hereinafter referred to as “Employer”),
AmeriCredit Financial Services, Inc., a wholly-owned subsidiary of
Employer (“Subsidiary”), and Kyle Birch (hereinafter
referred to as “Employee”).
WHEREAS, Employer desires that the
Employee continue as an employee to provide the necessary
leadership and management skills that are important to the success
of Employer and Subsidiary. Employer believes that retaining the
Employee’s services as an employee of Employer and Subsidiary
and the benefits of his/her business experience are of material
importance to Employer and Subsidiary.
NOW, THEREFORE, in consideration of
Employee’s employment by Employer and Subsidiary and the
mutual promises and covenants contained herein, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
intend by this Agreement to specify the terms and conditions of
Employee’s employment relationship with Employer and
Subsidiary and the post-employment obligations of
Employee.
1. General Duties of Employer and
Employee :
1.1. Employer agrees to employ
Employee and Employee agrees to accept employment by Employer and
to serve Employer and Subsidiary in the following capacity, upon
the terms and conditions set forth herein:
Vice President – Strategic
Alliance
The duties and responsibilities of
Employee shall include such duties as may from time-to-time be
assigned to Employee by the Board of Directors of Employer or
Subsidiary, any duly authorized committees thereof or an authorized
officer of Employer or Subsidiary. The executive capacity that
Employee shall hold during the term hereof shall be that position
as determined by the Board of Directors of Employer or Subsidiary
or any duly authorized committees thereof from time-to-time in
their sole discretion. The initial position that Employee shall
hold (until such time as such position may be changed as aforesaid)
shall be the position set forth above in this
Section 1.1.
1.2. While employed hereunder,
Employee shall obey the lawful directions of the Board of Directors
of Employer or Subsidiary, any duly authorized committees thereof
or any authorized officers of Employer or Subsidiary and shall use
his/her best efforts to promote the interests of Employer and
Subsidiary and to maintain and to promote the reputation thereof.
While employed hereunder, Employee shall devote his/her time,
efforts, skills and attention to the affairs of Employer and
Subsidiary in order that he/she shall faithfully perform his/her
duties and obligations hereunder and such as may be assigned to or
vested in him/her by the Board of Directors of Employer or
Subsidiary, any duly authorized committees thereof or any duly
authorized officer of Employer or Subsidiary.
1.3. During the term of this
Agreement, Employee may from time to time engage in any businesses
or activities that do not compete directly and materially with
Employer or Subsidiary and any of their subsidiaries, provided that
such businesses or activities do not materially interfere with
his/her performance of the duties assigned to him/her in compliance
with this Agreement by the Board of Directors of Employer or
Subsidiary, any duly authorized committees thereof or any
authorized officer of Employer or Subsidiary. In any event,
Employee is permitted to (i) invest his/her personal assets as
a passive investor in such form or manner as will not contravene
the best interests of Employer or Subsidiary, (ii) participate
in various charitable efforts, or (iii) serve as a director or
officer of any other entity or organization when such position has
previously been approved by the Board of Directors of Employer or
Subsidiary.
1.4. Employee acknowledges and
agrees that his/her responsibilities and business activities
hereunder include, but are not limited to, (i) managing and
supervising Subsidiary’s Strategic Alliances Group, which
group solicits business on behalf of Subsidiary from and through
certain Strategic Alliance Contacts (as defined below),
(ii) developing, maintaining and implementing, for the purpose
of soliciting and transacting business with the Strategic Alliance
Contacts, Subsidiary’s underwriting, credit scoring, pricing,
loan origination, marketing and risk management strategies
consistent with Subsidiary’s objectives, policies and
procedures for such business activities, (iii) reviewing,
evaluating and managing the financial and operating performance of
the Strategic Alliances Group to ensure that credit loss, default,
delinquency and other loan portfolio performance objectives
established by Subsidiary are met, and (iv) evaluating the
performance and business prospects of existing and potential motor
vehicle dealerships that transact business with
Subsidiary.
1.5. For purposes of this Agreement,
“Strategic Alliance Contacts” shall include the
following entities and persons that have actually communicated with
Subsidiary’s Strategic Alliances Group, or that have actually
been contacted or solicited by Subsidiary’s Strategic
Alliances Group, with respect to a possible alliance or other
business arrangement with Subsidiary for the financing of motor
vehicles, the purchase of motor vehicle retail installment
contracts and/or the review of credit applications pertaining to
such motor vehicle financing arrangements: (i) automobile
dealerships, groups of dealerships affiliated through common
ownership or control, and dealership principals, employees and
agents; and (ii) banks, savings associations, credit unions,
finance companies and other financial institutions.
2. Compensation and
Benefits:
2.1. As compensation for services to
Employer and Subsidiary, Employer shall pay to Employee during the
term of this Agreement a salary at an annual rate to be fixed from
time to time by the Board of Directors of Employer or any duly
authorized committee thereof, which annual rate shall initially be
$88,000 on a per annum basis. The salary shall be payable in equal
biweekly installments, subject only to such payroll and withholding
deductions as may be required by law and other deductions applied
generally to employees of Employer for insurance and other employee
benefit plans. The Board of Directors of Employer, or any
authorized committee or officer of Employer, shall review
Employee’s overall annual compensation at least annually,
with a view to ascertaining the adequacy thereof and such
compensation may be increased (but not decreased) by the Board of
Directors of Employer from time to time by an amount that in the
opinion of the Board of Directors of Employer is justified by
Employee’s performance.
2.2. Upon Employee furnishing to
Employer customary and reasonable documentary support (such as
receipts or paid bills) evidencing costs and expenses incurred by
him/her in the performance of his/her services and duties hereunder
(including, without limitation, travel and entertainment expenses)
and containing sufficient information to establish the amount,
date, place and essential character of the expenditure, Employee
shall be reimbursed for such costs and expenses in accordance with
Employer’s normal expense reimbursement policy. Employee
shall be entitled to participate in all group life, health and
medical insurance plans, stock option plans and other stock
programs and compensation plans and such other benefits, plans or
programs as may be from time to time specifically adopted and
approved by Employer for employees generally.
2.3 Employee shall be entitled to
such vacation, holiday, and (subject to the provisions of
Section 6.3 hereof) other paid or unpaid leave of absence as
is consistent with Employer’s normal policies or as otherwise
approved by the Board of Directors of Employer.
- 2 -
2.4 As long as this Agreement in is
effect, Employer agrees to provide and maintain term life insurance
coverage on the life of Employee in the face amount of
$«Ins», with proceeds thereunder payable to such
beneficiaries as Employee may designate, and Employer agrees to pay
all premiums on such policy. Coverage shall be with such insurer(s)
as Employee may select, provided that such insurer(s) is reasonably
satisfactory to Employer and Subsidiary.
3. Preservation of Business;
Fiduciary Responsibility :
Employee shall use his/her best
efforts to preserve the business and organization of Employer and
Subsidiary, to keep available to Employer and Subsidiary the
services of present employees and to preserve the business
relations of Employer and Subsidiary with dealers, retailers,
suppliers, distributors, customers and others. Employee shall not
commit any act, or in any way assist others to commit any act, that
would injure Employer or Subsidiary. So long as Employee is
employed by Employer or Subsidiary, Employee shall observe and
fulfill proper standards of fiduciary responsibility attendant upon
his/her service and office.
4. Employee’s Obligation to
Refrain From Using or Disclosing Information :
4.1. As part of Employee’s
fiduciary duties to Employer and Subsidiary, Employee agrees, both
during the term of this Agreement and thereafter, to protect,
preserve the confidentiality of and safeguard Employer’s and
Subsidiary’s secret, proprietary and confidential
information, knowledge, ideas, concepts, improvements, discoveries
and inventions, and, except as may be expressly required by
Employer, Employee shall not, either during his/her employment by
Employer or Subsidiary or thereafter, directly or indirectly, use
for his/her own benefit or for the benefit of another, or disclose
to another, any of such information, ideas, concepts, improvements,
discoveries or inventions. Employee specifically acknowledges and
agrees that Subsidiary’s credit underwriting processes,
credit scoring models and pricing strategies are proprietary and
confidential and were developed by Subsidiary for its competitive
advantage at great expense of time and money.
4.2. Upon termination of his/her
employment with Employer and Subsidiary, or at any other time upon
request, Employee shall immediately deliver to Employer all
documents embodying any of Employer’s or Subsidiary’s
secret or confidential information, ideas, concepts, improvements,
discoveries and inventions.
5. Initial Term; Extensions of
the Term :
5.1. The term of this Agreement
shall commence on the effective date hereof and shall end on the
first anniversary of the effective date.
5.2. The term of this Agreement
shall automatically be extended for additional one-year periods
commencing on the anniversary date hereof and on each anniversary
thereafter, unless either Employee or Employer gives written notice
to the other on or before any March 1 of his/her or its
intention not to extend this Agreement. Notwithstanding anything to
the contrary contained herein, it is the intention of the parties
hereto that, unless and until such notice of non-extension is
provided by either Employer or Employee as provided in the
immediately preceding sentence (or unless this Agreement is
terminated pursuant to the terms hereof), as of each anniversary
date hereafter the term of this Agreement shall be extended for one
year so as to provide for a prospective one-year employment term as
of each such anniversary date.
6. Termination other than by
Expiration of the Term : Employer or Employee may terminate
Employee’s employment under this Agreement at any time, but
only on the following terms:
6.1. Employee may terminate his/her
employment under this Agreement at any time upon at least thirty
(30) days’ prior written notice to Employer.
- 3 -
