CREDIT ACCEPTANCE CORPORATION
RESTRICTED STOCK UNIT AWARD AGREEMENT
Credit Acceptance Corporation
(the “ Corporation ”) hereby grants you,
Steve Jones (the “ Participant ”),
a Restricted Stock Unit Award (the “Award” )
under the Credit Acceptance Corporation 2004 Incentive Compensation
Plan, as amended, 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: March 27,
2009
NUMBER OF RESTRICTED STOCK UNITS:
50,000
PERFORMANCE PERIOD: 2009
through 2013
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 March 27, 2009, 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, 2009, and ends on
December 31, 2013.
|
|
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.
Restricted Stock Units shall vest
ratably over the Performance Period provided that the Company
achieves the performance goals set forth on Exhibit A and
Participant is employed by the Company through the date on which
the Committee certifies achievement of such goals (the
“Vesting Date”).
|
|
4.
|
|
Termination
Provisions . Participant
shall be eligible for payment of vested Restricted Stock Units on
the Payment Date (as defined in Section 6 of this Agreement)
provided that Participant is employed by the Company through the
applicable Vesting Date, regardless of the Participant’s
employment with the Company through the Payment Date.
|
|
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 . Except as set forth in Section 11 of this
Agreement, payment of the vested Restricted Stock Units shall be
made in stock and payment of the earned and vested Restricted Stock
Units shall be made on February 22, 2016 (the “Payment
Date”).
|
|
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 admini
|
|
