Exhibit 10.2
ASSET ACCEPTANCE CAPITAL CORP.
2004 STOCK INCENTIVE PLAN
(as
amended and restated effective May 22, 2007)
Restricted Stock Unit Award Agreement
Award No.
You are
hereby awarded Restricted Stock Units (the “ RSUs
”) subject to the terms and conditions set forth in this
Restricted Stock Unit Award Agreement (the “ Award
Agreement ” or “ Award ”), and in the
Asset Acceptance Capital Corp. 2004 Stock Incentive Plan (the
“ Plan ”), as amended and restated effective
May 22, 2007. A copy of the Plan is attached as Annex A
and a summary of the Plan appears in its Prospectus, which is
attached as Annex B . The Plan shall control over the
prospectus in the event of any conflict or inconsistency between
them. You should carefully review these documents, and consult with
your personal financial advisor, in order to fully understand the
implications of this Award Agreement, including your tax
alternatives and their consequences.
By
executing this Award Agreement, you agree to be bound by all of the
Plan’s terms and conditions as if they had been set out
verbatim below. In addition, you recognize and agree that all
determinations, interpretations, or other actions respecting the
Plan and this Award Agreement will be made by the Asset Acceptance
Capital Corp.’s Board of Directors (the “ Board
”) or the Compensation Committee (the “
Committee ”) appointed by the Board, and shall be
final, conclusive and binding on all parties, including you, your
heirs and representatives. Capitalized terms are defined in the
Plan or in this Award Agreement.
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Specific Terms . Your RSUs have the following
terms: |
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Name of
Participant
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Number of RSUs
Subject to Award
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Purchase Price per
Common Stock share (if applicable)
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Not applicable. |
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Grant Date
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August 7, 2007 |
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Vesting
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Your Award will vest on the earlier of (1) the filing
date of the Corporation’s Form 10-Q for the quarterly
period ending June 30, 2011 or (2) August 15, 2011
(the “ Vesting Date ”) provided that your
Continuous Service has not ended before the vesting date and you
have satisfied the performance criteria as set forth in
Section 2 of this Award Agreement. |
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Deferral
Elections
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Not allowed. |
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Vesting Requirements . A percentage of the total
number of RSUs specified in Section 1 above shall vest on the
Vesting Date with the percentage being determined by the Committee
pursuant to the following table based on the Corporation’s
cumulative earnings per share (“ EPS ”) for its
most recent four-year period ending at the end of the calendar
quarter immediately preceding the Vesting Date: |
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Satisfaction of Vesting Restrictions . No shares
of Common Stock will be issued before you complete the requirements
that are necessary for you to vest in the shares of Common Stock
underlying your RSUs. As soon as practicable after the date on
which your RSUs vest in whole or in part the Corporation will issue
to you or your duly-authorized transferee, free from vesting
restrictions (but subject to such legends as the Corporation
determines to be appropriate), one share of Common Stock for each
vested RSU. Certificates shall not be delivered to you unless all
applicable employment and tax-withholding obligations have been
satisfied in accordance with Section 14 of this Award
Agreement. |
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Dividends . During the Restricted Period, you are
entitled to any cash or stock dividends declared and paid to
holders of shares of Common Stock. Any stock dividends will be
subject to the same vesting or forfeiture of the RSUs to which they
are attributable. Any cash dividends will be reinvested in
additional RSUs (determined by dividing the dividend amount by the
Fair Market Value of the Common Stock) when the dividends would be
otherwise paid. These reinvested RSUs will also vest or be
forfeited based on the vesting or forfeiture of the RSUs to which
they are attributable. |
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Restrictions on Transfer of Award . Your rights
under this Award Agreement may not be sold, pledged, or otherwise
transferred without the prior written consent of the
Committee. |
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Termination of Employment . As provided in
Section 7.2 of the Plan, if your Continuous Service terminates
(other than as provided in Section 8.2 of the Plan, after a
Change in Control), your rights to shares of Common Stock
underlying RSU’s subject to this Award that have not vested
shall automatically terminate and be forfeited; provided, however,
that the Committee, has discretion to decide that you will become
vested in this Award (to the extent determined by the Committee) if
your Continuous Service ends due to death, your Disability, or any
other reason based solely on the discretion of the Committee. |
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Change in Control . Notwithstanding
anything contained herein to the contrary, in the event of your
Change in Position subsequent to a Change in Control, your Award
shall immediately become fully vested. |
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Effect on Term on Employment . Neither the
granting of the Award, nor the execution and delivery of this
Agreement shall be deemed to create or confer on you any right to
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retained (or to continue) as an Employee or to interfere in any
way with the right of the Corporation to terminate your employment
at any time. |
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Adjustments . |
(a) The
total number of shares of Common Stock subject to the grant of the
Award shall be adjusted pro rata pursuant to Section 8.1(a) of
the Plan. The foregoing adjustments shall be made by the Board,
whose determination in that respect shall be final, binding and
conclusive.
(b) In the
event of a proposed dissolution or liquidation of the Corporation,
the Committee shall notify you as soon as practicable prior to the
effective date of such proposed transaction. The Committee in its
discretion may provide for you to have the right to fully vest in
this Award within ten (10) days prior to such transaction as
to all of the shares of Common Stock covered thereby. In addition,
the Committee may provide that any re-purchase Award of the
Corporation applicable to the shares of Common Stock received
through vesting of the Award shall lapse as to all such shares,
provided that the proposed dissolution or liquidation takes place
at the time and in the manner contemplated. To the extent it has
not been previously exercised, the Award shall terminate
immediately prior to the consummation of the proposed dissolution
or liquidation.
(c) In the
event of a merger of the Corporation with or into another
corporation, the sale of substantially all of the assets of the
Corporation, or the reorganization or consolidation of the
Corporation, this Award shall be assumed or an equivalent Award or
right substituted by the successor corporation or the parent or a
subsidiary of the successor corporation. In the event that such
successor corporation (or the parent or a subsidiary thereof)
refuses to assume or substitute for the Award, you shall fully vest
in the Award in full. If an Award becomes fully vested in lieu of
assumption or substitution in the event of a merger or sale of
assets, the Committee shall notify you in writing or electronically
that the Award shall be fully vested from the date of such notice,
and the Award shall terminate upon the expiration of such period.
For the purposes of this Section 9(c), the Award shall be
considered assumed if, following the merger, sale of assets,
reorganization or consolidation, the Award or right confers the
right to purchase or receive, for each share of Common Stock
covered by your Award, immediately prior to such transaction, the
consideration (whether stock, cash, or other securities or
property) received in the merger, sale of assets, reorganization or
consolidation by holders of Common Stock for each share of Common
Stock held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding shares);
provided, however, that if such consideration received in the
merger, sale of assets, reorganization or consolidation is not
solely common stock of the successor corporation (or the parent or
a subsidiary thereof), the Committee may, with the consent of the
successor corporation, provide for the consideration to be received
upon the exercise of the Award, for each share of Common Stock
subject to the Award, to be solely Common Stock of the successor
corporation (or the parent or a subsidiary thereof) equal in Fair
Market Value to
3
the per share
consideration received by holders of Common Stock in the merger or
sale of assets.
(d) The
foregoing adjustments described in Section 9(b) and Section 9(c)
shall be made by the Committee. Any such adjustment may provide for
the elimination of any fractional share which might otherwise
become subject to an Award.
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Rights Prior to Issuance of Shares . You
shall not have any rights as a shareholder with respect to shares
of Common Stock covered by the Award until the issuance of a
certificate for such shares of Common Stock. |
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Non-Assignability . The Award shall not be
transferable by you except by will or the laws of descent and
distribution. During your lifetime, the Award shall be settled only
by you, except in the event of your Disability, in which case your
legal guardian or the individual designated in the your durable
power of attorney may settle the Award. Any transferee of the Award
shall take the same subject to the terms and conditions of this
Agreement and the Plan. No transfer of the Award by will or the
laws of descent and distribution, or as otherwise permitted by the
Committee, shall be effective to bind the Corporation unless the
Corporation shall have been furnished with written notice thereof
and a copy of the will and/or such evidence as the Corporation may
deem necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of the Award. |
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Designation of Death Beneficiary .
Notwithstanding anything to the contrary contained herein or in the
Plan, following the execution of this Award Agreement, you may
expressly designate a death beneficiary (the
“Beneficiary”) to your interest, if any, in this Award
and any underlying shares of Common Stock. You may designate the
Beneficiary by completing and executing a designation of
beneficiary agreement substantially in the form attached hereto as
Annex C (the “ Designatio |
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