SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OFProxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (AMENDMENT NO.(Amendment No. )
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AMERICREDIT CORP.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
AMERICREDIT CORP.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)ss.240.14a-12
AmeriCredit Corp
________________________________________________________________________________
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________________________________________________________________________________
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AMERICREDIT CORP.
200 BAILEY AVENUE
FORT WORTH, TEXAS 76107[LOGO]
801 Cherry Street, Suite 3900
Fort Worth, Texas 76102
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 4, 1998
----------------
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the 1998Dear AmeriCredit Shareholder:
On Tuesday, November 7, 2000, AmeriCredit Corp. will hold its 2000 Annual
Meeting of Shareholders of
AmeriCredit Corp. (the "Company") will be held at the Fort Worth Club, in the
City of306 West Seventh Street, Fort
Worth, Texas on the 4th day of November, 1998,Texas. The meeting will begin at 10:00 a.m.
(local time) for the following purposes:
1. To elect eight (8) directors to hold office until the next annual
election of directors by shareholders or until their respective successors
are duly elected and qualified;
2. To consider and act upon a proposal to amend the AmeriCredit Corp.
Employee Stock Purchase Plan (the "Purchase Plan") to increase the number
of shares of the Company's common stock, par value $0.01 per share (the
"Common Stock"), reserved under the Purchase Plan from 500,000 shares to
1,000,000 shares of Common Stock;
3. To consider and act upon a proposal to approve and adopt the 1998
Limited Stock Option Plan for AmeriCredit Corp. (the "1998 Plan");
4. To ratify the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as independent public accountants for the
Company for the fiscal year ending June 30, 1999; and
5. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only shareholders of recordwho owned stock at the close of business on Friday,
September 11, 1998,15, 2000 can vote at this meeting or any adjournments that may take
place. At the Record Datemeeting we will:
1. Elect three members of the Board of Directors to terms expiring
in 2003;
2. Consider and vote upon the adoption of the 2000 Limited Omnibus
and Incentive Plan for AmeriCredit Corp.;
3. Approve the appointment of our independent auditors for fiscal
2001; and
4. Attend to other business properly presented at the meeting.
Your Board of Directors recommends that you vote in favor of the proposals
outlined in the Proxy Statement.
At the meeting, we will also report on AmeriCredit's fiscal 2000 business
results and other matters of interest to shareholders.
The approximate date of mailing for the Proxy Statement, proxy card and
AmeriCredit's 2000 Annual Meeting, are entitled to notice of and to vote
at the Annual Meeting. The stock transfer books will not be closed.
You are cordially invited toReport is September 27, 2000.
We hope you can attend the meeting.on November 7. Whether or not you expect
tocan attend,
please read the meeting in person, however,enclosed Proxy Statement. When you are urged tohave done so, please mark
sign, date,
and mailyour votes on the enclosed proxy promptlycard, sign and date the proxy card, and return
it to us in the enclosed envelope. Your vote is important, so that your shares of stock may be
represented and voted in accordance with your wishes and in order that the
presence of a quorum may be assured at the meeting. If you attend the meeting,
you may revokeplease return your
proxy and vote in person.
BY ORDER OF THE BOARD OF DIRECTORScard promptly.
Sincerely,
Chris A. Choate
Secretary
Dated: September 25, 19982000
AMERICREDIT CORP.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 4, 19987, 2000
----------------
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf of
AmeriCredit Corp., a Texas corporation ("AmeriCredit" or the "Company"), to be
voted at the 19982000 Annual Meeting of Shareholders of AmeriCredit (the "Annual
Meeting") to be held on November 4, 1998,7, 2000, at the time and place and for the
purposes set forth in the accompanying Notice of Annual Meeting of Shareholders
(the "Notice") and at any adjournment(s) thereof. WHEN PROXIES IN
THE ACCOMPANYING FORM ARE PROPERLY EXECUTED AND RECEIVED, THE SHARES
REPRESENTED THEREBY WILL BE VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH THE
DIRECTIONS NOTED THEREON; IF NO DIRECTION IS INDICATED SUCH SHARES WILL BE
VOTED FOR THE ELECTION OF DIRECTORS AND IN FAVOR OF THE OTHER PROPOSALS SET
FORTH IN THE NOTICE.When proxies in the
accompanying form are properly executed and received, the shares represented
thereby will be voted at the Annual Meeting in accordance with the directions
noted thereon; if no direction is indicated such shares will be voted for the
election of directors and in favor of the other proposals set forth in the
Notice.
The principal executive offices of AmeriCredit are located at 200 Bailey
Avenue,801 Cherry
Street, Suite 3900, Fort Worth, Texas 76107.76102. AmeriCredit's mailing address is
the same as its principal executive offices.
This Proxy Statement and accompanying proxy are being mailed on or about
September 25, 1998.27, 2000. AmeriCredit's Annual Report covering the Company's fiscal
year ended June 30, 19982000 is enclosed herewith, but does not form any part of the
materials for solicitation of proxies.
The enclosed proxy, even though executed and returned, may be revoked at
any time prior to the voting of the proxy by giving written notice of revocation
to the Secretary of the Company at the Company's principal executive offices or
by executing and delivering a later-dated proxy or by attending the Annual
Meeting and voting in person. However, no such revocation shall be effective
until such notice has been received by the Company at or before the Annual
Meeting. Such revocation will not affect a vote on any matters taken prior to
receipt of such revocation. Mere attendance at the Annual Meeting will not of
itself revoke the proxy.
In addition to the solicitation of proxies by use of the mail, the
directors, officers and regular employees of the Company may solicit the return
of proxies either by mail, telephone, telegraph, or through personal contact.
Such officers and employees will not be additionally compensated but will be
reimbursed for out-of-pocket expenses. AmeriCredit has also retained Corporate
Investor Communications, Inc. ("CIC") to assist in the solicitation of proxies
from shareholders and will pay CIC a fee of approximately $7,500$8,000 for its
services and will reimburse such firm for its out-of-pocket expenses. Brokerage
houses and other custodians, nominees, and fiduciaries will be requested to
forward solicitation materials to the beneficial owners. The cost of preparing,
printing, assembling, and mailing the Annual Report, the Notice, this Proxy
Statement, and the enclosed proxy, as well as the cost of forwarding
solicitation materials to the beneficial owners of shares and other costs of
solicitation, will be borne by AmeriCredit.
1
PURPOSES OF THE MEETING
At the Annual Meeting, the shareholders of AmeriCredit will consider and
vote on the following matters:
1. The election of eight (8)three (3) directors to holdterms of office untilexpiring
at the next
annual electionmeeting of directors by shareholders in 2003, or until their respective
successors
are duly elected and qualified;
2. A proposal to approve an amendment toThe approval of the AmeriCredit Corp. Employee
Stock Purchase Plan (the "Purchase Plan") to increase the number of shares
of Common Stock reserved under the Purchase Plan from 500,000 shares to
1,000,000 shares of Common Stock;
3. A proposal to approve2000 Limited Omnibus and adopt the 1998 Limited Stock OptionIncentive Plan for
AmeriCredit Corp. (the "1998 Plan");
4.Corp;
3. The ratification of the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as independent public accountants for the
Company for the fiscal year ending June 30, 1999;2001; and
5.4. The transaction of such other business that may properly come
before the Annual Meeting or any adjournments thereof.
QUORUM AND VOTING
ALL NUMBERS RELATED TO STOCK PRICES AND SHARES OF COMMON STOCK CONTAINED IN
THIS PROXY STATEMENT ARE STATED ON A PRE-SPLIT BASIS (I.E., SUCH NUMBERS DO
NOT REFLECT THE TWO-FOR-ONE STOCK SPLIT PAYABLE IN THE FORM OF A 100% STOCK
DIVIDEND TO BE DISTRIBUTED BY THE COMPANY ON SEPTEMBER 30, 1998).
The record date for the determination of shareholders entitled to notice
of and to vote at the Annual Meeting was the close of business on September 11,
199815,
2000 (the "Record Date"). On the Record Date, there were 31,098,32077,772,434 shares of
Common Stock of the Company, par value $0.01 per share, outstanding, each of
which is entitled to one vote on all matters to be acted upon at the Annual
Meeting. There are no cumulative voting rights. The presence, in person or by
proxy, of holders of a majority of the outstanding shares of Common Stock
entitled to vote at the meeting is necessary to constitute a quorum to transact
business. Assuming the presence of a quorum, the affirmative vote of the holders
of a plurality of the shares of Common Stock represented at the Annual Meeting
is required for the election of directors and the affirmative vote of the
holders of a majority of the shares of Common Stock votingrepresented at the Annual
Meeting is required for the approval of the amendment to the Purchase2000 Limited Omnibus and Incentive
Plan the approval of the 1998 Planfor AmeriCredit Corp. and for the ratification of the appointment by the
Board of Directors of PricewaterhouseCoopers LLP as independent public
accountants for the Company for the fiscal year ending June 30, 1999.2001.
Abstentions and broker non-votes are counted towards determining whether a
quorum is present. Broker non-votes will not be counted in determining the
number of shares voted for or against the proposed matters, and therefore will
not affect the outcome of the vote. Abstentions on a particular item (other than
the election of directors) will be counted as present and voting for purposes of
any item on which the abstention is noted, thus having the effect of a "no" vote
as to that proposal because each proposal (other than the election of directors)
requires the affirmative vote of a majority of the shares voting at the meeting.
With regard to the election of directors, votes may be cast in favor of or
withheld from each nominee; votes that are withheld will be excluded entirely
from the vote and will have no effect.
2
PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table and the notes thereto set forth certain information
regarding the beneficial ownership of the Company's Common Stock as of the
Record Date, by (i) each current director and nominee for director of the
Company; (ii) each Named Executive Officer (as defined in the "Executive
Compensation--SummaryCompensation-Summary Compensation Table" on page 98 of this Proxy Statement);
(iii) all present executive officers and directors of the Company as a group;
and (iv) each other person known to the Company to own beneficially more than
five percent of the presently outstanding Common Stock. Unless otherwise
indicated, the address for the following shareholders is 801 Cherry Street,
Suite 3900, Fort Worth, Texas 76102.
COMMON STOCK PERCENT OF
OWNED CLASS OWNED
BENEFICIALLY(1) BENEFICIALLY(1)Common Percent of
Stock Owned Class Owned
Beneficially(1) Beneficially(1)
--------------- ---------------
Regan Partners, L.P. ................................... 2,127,800(2) 6.84%
MontgomeryWanger Asset Management, LLC........................ 1,647,000(3) 5.30%
Vinick Asset Management................................. 2,454,400(4) 7.89%L.P. ......................... 6,383,000(2) 8.21%
American International Group, Inc. .................... 4,223,700(3) 5.43%
Clifton H. Morris, Jr.Jr ................................. 1,166,947(5) 3.63%2,792,856(4) 3.48%
Michael R. Barrington................................... 608,700(6) 1.92%Barrington ................................. 1,330,927(5) 1.68%
Daniel E. Berce......................................... 798,030(7) 2.50%Berce ....................................... 1,789,254(6) 2.25%
Edward H. Esstman....................................... 517,606(8) 1.64%Esstman ..................................... 985,528(7) 1.25%
A. R. Dike.............................................. 30,738(9)Dike ............................................ 111,476(8) *
James H. Greer.......................................... 230,000(10) *
Gerald W. Haddock....................................... 20,000(11)Greer ........................................ 520,000(9) *
Douglas K. Higgins...................................... 103,000(12)Higgins .................................... 261,000(10) *
Kenneth H. Jones, Jr.Jr .................................. 200,000(13)337,000(11) *
Michael T. Miller....................................... 53,952(14)Miller ..................................... 54,691(12) *
All Present Executive Officers and Directors as a Group
(13(17 Persons) (4)(5)(6)(7)(8)(9)(10)(11)(12)(13)(14). 3,982,116 11.44% ......... 8,933,532 10.42%
- ------------------
* Less than 1%
(1) Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to the shares of Common Stock
shown as beneficially owned by them. Beneficial ownership as reported in
the above table has been determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
percentages are based upon 31,098,32077,772,434 shares outstanding as of the Record
Date, except for certain parties who hold options that are presently
exercisable or exercisable within 60 days of the Record Date. The
percentages for those parties who hold options that are presently
exercisable or exercisable within 60 days of the Record Date are based
upon the sum of 31,098,32077,772,434 shares outstanding plus the number of shares
subject to options that are presently exercisable or exercisable within 60
days of the Record Date held by them, as indicated in the following notes.
(2) AsPursuant to a Schedule 13F filed as of the Record Date, the Company has been informed that Regan Partners,June 30, 2000, Wanger Asset
Management, L.P. ("Regan Partners"), Athena Partners, L.P. ("Athena"), Basil P.
Regan, Lenore Robins and Lee R. Robins holdWanger Asset Management, Ltd. report holding an
aggregate of 2,127,8006,383,000 shares. An additional 145,300 shares are held by certain trusts and other
investment funds controlled by such group of persons, as to which
beneficial ownership is disclaimed. The address of Regan PartnersWanger Asset Management,
L.P. and Basil P. ReganWanger Asset Management, Ltd. is 6 East 43rd227 West Monroe Street, Suite
3000, Chicago, Illinois 60606.
(3) Pursuant to a Schedule 13G dated August 11, 2000, American International
Group, Inc., AIG Global Investment Group ("AIG") and John McStay
Investment Counsel, L.P. ("John McStay") report holding an aggregate of
4,223,700 shares. The address of American International Group, Inc. and
AIG is 70 Pine Street, New York, New York 10017; the
address of Athena, Lenore Robins and Lee R. Robins is 32 East 57th
Street, New York, New York 10022.
(3) As of the Record Date, the Company has been informed that Montgomery
Asset Management, LLC ("Montgomery") holds an aggregate of 1,647,000
shares in various investment funds for which Montgomery serves as
investment advisor and over which Montgomery has sole or shared voting
and investment power.10270. The address of MontgomeryJohn
McStay is 101 California Street,
San Francisco, California 94111.5949 Sherry Lane, Suite 1600, Dallas, Texas 75225.
(4) A Form 13G filed with the Securities and Exchange Commission on August
27, 1998, reports that VGH Partners, L.L.C., Vinick Partners, L.P.,
Vinick Asset Management, L.P., Jeffrey N. Vinick, Michael S. Gordon, Mark
D. Hostetter and Vinick Asset Management, L.L.C. (collectively, the
"Vinick Group") hold
3
an aggregate of 2,454,400 shares. The address for the Vinick Group is 260
Franklin Street, Boston, Massachusetts 02110.
(5) This amount includes 1,075,9992,534,666 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount also
includes 38,13676,272 shares of Common Stock in the name of Sheridan C. Morris,
Mr. Morris' wife.
(5) This amount includes 1,252,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
3
(6) This amount includes 600,4401,694,214 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(7) This amount includes 765,607894,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(8) ThisThe amount includes 484,33340,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. (9)This amount also
includes 3,5007,000 shares of Common Stock held in the name of Sara B. Dike,
Mr. Dike's wife.
(10)(9) This amount consists of 230,000includes 500,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount does not
include 19,60639,212 shares of Common Stock held by Mr. Greer's wife as separate
property, as to which Mr. Greer disclaims any beneficial interest.
(11) This amount consists of 20,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(12)(10) This amount includes 30,000100,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days. This amount does not
include 17,00034,000 shares held in trust for the benefit of certain family
members of Mr. Higgins, as to which Mr. Higgins disclaims any beneficial
interest.
(13)(11) This amount includes 190,000300,000 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
(14)(12) This amount includes 51,84030,080 shares subject to stock options that are
currently exercisable or exercisable within 60 days.
4
ELECTION OF DIRECTORS
(ITEM(Item 1)
On September 7, 1999, the Board of Directors adopted amendments to the
Company's bylaws classifying the Board of Directors into three (3) classes, as
nearly equal in number as possible, each of whom would serve for three years,
with one class being elected each year. The Company's Bylaws provideBoard of Directors believes that the
staggered three-year term of the classified Board of Directors helps assure the
continuity and stability of management of the Company. This continuity and
stability will result from the fact that with the classified Board of Directors,
the majority of the directors at any given time will have prior experience as
directors of the Company. The classified Board of Directors is also intended to
protect shareholders' rights in the event of an acquisition of control by an
outsider which does not have the support of the Board of Directors.
The Board of Directors has set the number of directors which shall
constitutefor the whole boardensuing
year at eight (8). At the 2000 Annual Meeting, three (3) Class I directors shall
be fixed from timeelected to time by resolutionserve terms expiring at the 2003 Annual Meeting. All three
nominees are currently members of the Board of Directors or shareholders but shall not be less than three (3)
nor more than fifteen (15). At a meeting ofDirectors.
Vacancies occurring on the Board of Directors on August
6, 1998, the number of directors comprisingmay be filled by the Board of Directors
for the ensuing year was setunexpired term of the replacement director's predecessor in office. In
order to be elected, each nominee for director must receive at eight (8). Mr. Gerald W. Haddock has decided to not
seek re-electionleast the number
of votes equal to the Board of Directors and, accordingly, his term will
expire on November 4, the dateplurality of the 1998 Annual Meeting.shares represented at the meeting, either
in person or by proxy. Unless otherwise directed in the enclosed proxy, it is
the intention of the persons named in such proxy to nominate and to vote the shares represented
by such proxy for the election of the following named nominees forto the officesBoard of
directors of the Company to hold office until the next annual meeting of
shareholders or until their respective successors shall haveDirectors.
NOMINEES FOR TERMS EXPIRING IN 2003:
DANIEL E. BERCE, 46, has been duly elected
and shall have qualified. Other than Mr. Dike, each of the nominees is
presently a director of the Company. Information regarding each nominee is set
forth in the table and text below:
YEAR FIRST
PRINCIPAL OCCUPATION & ELECTED OFFICE(S) HELD IN
NOMINEE AGE BUSINESS ADDRESS DIRECTOR AMERICREDIT
------- --- ---------------------- ---------- -----------------
Clifton H. Morris, Jr. . 63 Chairman of the Board and 1988 Chairman of the Board
Chief Executive Officer and Chief Executive
Officer
AmeriCredit Corp.
200 Bailey Avenue
Fort Worth, TX 76107
Michael R. Barrington... 39 Vice Chairman, President and 1990 Vice Chairman, President
Chief Operating Officer and Chief Operating
AmeriCredit Corp. Officer and Director
200 Bailey Avenue
Fort Worth, TX 76107
Daniel E. Berce......... 44 Vice Chairman and Chief 1990 Vice Chairman and Chief
Financial Officer Financial Officer and
AmeriCredit Corp. Director
200 Bailey Avenue
Fort Worth, TX 76107
Edward H. Esstman....... 57 President and Chief Operating 1996 Executive Vice
Officer President--Auto Finance
Division
AmeriCredit Financial and Director
Services, Inc.
200 Bailey Avenue
Fort Worth, TX 76107
A.R. Dike............... 62 President -- Nominee
Willis Corroon Life, Inc. of
Texas
Suite 3050
301 Commerce Street
Fort Worth, TX 76102
James H. Greer.......... 71 Chairman of the Board 1990 Director
Shelton W. Greer Co., Inc.
3025 Maxroy Street
P.O. Box 7327
Houston, TX 77248
5
YEAR FIRST
PRINCIPAL OCCUPATION & ELECTED OFFICE(S) HELD IN
NOMINEE AGE BUSINESS ADDRESS DIRECTOR AMERICREDIT
------- --- ---------------------- ---------- -----------------
Douglas K. Higgins...... 48 Private Investor 1996 Director
Higgins & Associates
101 W. Randol Mill
Suite 150
Arlington, TX 76011
Kenneth H. Jones, Jr. .. 63 Vice Chairman 1988 Director
KBK Capital Corporation
Suite 2200
301 Commerce Street
Fort Worth, TX 76102
CLIFTON H. MORRIS, JR. has been Chairman of the Board and Chief Executive
Officer of the Company since May 18, 1988, and was also President of the
Company from such date until April 1991 and from April 1992 to November 1996.1990. Mr.
Morris is also a director of Service Corporation International, a publicly
held company which owns and operates funeral homes and related businesses, and
Cash America International, a publicly held pawn brokerage company.
MICHAEL R. BARRINGTON has been Vice Chairman, President and Chief Operating
Officer of the Company since November 1996 and was Executive Vice President,
Chief Operating Officer of the Company from November 1994 until November 1996.
Mr. Barrington was a Vice President of the Company from May 1991 until
November 1994. From its formation in July 1992 until November 1996, Mr.
Barrington was also the President and Chief Operating Officer of AmeriCredit
Financial Services, Inc. ("AFSI"), a subsidiary of the Company.
DANIEL E. BERCEBerce has been Vice Chairman and Chief Financial Officer of the Company since
November 1996 and was Executive Vice President, Chief Financial Officer and
Treasurer for the Company from November 1994 until November 1996. Mr. Berce was Vice President, Chief Financial Officeris
also a director of INSpire Insurance Solutions, Inc., a publicly held company
which provides policy and Treasurer forclaims administration services to the Company from May 1991 until November 1994.property and
casualty insurance industry, Curative Health Services, Inc., a publicly held
company that provides specialty health care services, and AZZ incorporated
(formerly Aztec Manufacturing, Co.), a publicly held company that manufactures
specialty electrical equipment and provides galvanizing services to the steel
fabrication industry.
EDWARD H. ESSTMAN, 59, has been a director of the Company since 1996. Mr.
Esstman has been Vice Chairman, President and Chief Operating Officer, Dealer
Services, of AmeriCredit Financial Services, Inc. ("AFSI"), a subsidiary of the
Company, since April 2000. Mr. Esstman was President and Chief Operating Officer
of AFSI sincefrom November 1996.1996 until April 2000. Mr. Esstman was Executive Vice
President, Director of Consumer Finance Operations of AFSI from November 1994
until November 1996, and was Senior Vice President, Director of Consumer Financehas been a senior executive officer of AFSI fromsince
AFSI's formation in July 1992 until November 1994.1992. Mr. Esstman has also been an Executive Vice
President--Auto Finance Division forPresident of the Company since November 1996 and was Senior Vice President and
Chief Credit Officer for the Company from November 1994 until November 1996.
A. R. DIKEJAMES H. GREER, 73, has been Presidenta director of Willis Corroon Life, Inc. of Texas (a
private insurance agency)the Company since 1991. He was Chairman and Chief Executive
Officer of The Insurance Alliance, Inc. from January 1988 until September
1991.1990. Mr.
Dike also serves on the Board of Directors of Cash America
International and Hallmark Financial Services, Inc., a publicly held company
engaged in the insurance business.
JAMES H. GREERGreer is Chairman of the Board of Shelton W. Greer Co., Inc. which engineers,
manufactures, fabricates and installs building specialty products, and has been
such for more than five years. Mr. Greer is also a director of Service
Corporation International, and Tanknology Environmental, Inc.
Tanknology Environmental, Inc. is a publicly held company engagedwhich owns and operates
funeral homes and related businesses.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF
EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
5
CONTINUING DIRECTORS:
CLIFTON H. MORRIS, JR., 65, has been a director of the Company since 1988.
Mr. Morris has been Executive Chairman of the Board since July 2000, and was
Chairman of the Board and Chief Executive Officer of the Company from May 1988
until July 2000. Mr. Morris was also President of the Company from May 1988
until April 1991 and from April 1992 to November 1996. Mr. Morris is also a
director of Service Corporation International and Cash America International, a
publicly held pawn brokerage company.
MICHAEL R. BARRINGTON, 41, has been a director of the Company since 1990.
Mr. Barrington has been Vice Chairman, Chief Executive Officer and President of
the Company since July 2000, and was Vice Chairman, President and Chief
Operating Officer of the Company from November 1996 until July 2000. From
November 1994 until November 1996, Mr. Barrington was Executive Vice President,
Chief Operating Officer of the Company. From its formation in July 1992 until
November 1996, Mr. Barrington was also the environmental services industry.President and Chief Operating Officer
of AFSI.
DOUGLAS K. HIGGINS, 50, has been a director of the Company since 1996. Mr.
Higgins is a private investor and owner of Higgins & Associates and has been in
such position since July 1994. In 1983, Mr. Higgins founded H & M Food Systems
Company, Inc., a manufacturer of meat-based products for the foodservice
industry, and was employed by such company as President until his retirement in
July 1994.
6
KENNETH H. JONES, JR. is, 65, has been a director of the Company since 1988.
Mr. Jones, a private investor, retired as Vice Chairman of KBK Capital
Corporation ("KBK"), a publicly held non-bank commercial finance company, and hasin
December 1999. Mr. Jones had been in such
positionVice Chairman of KBK since January 1995. Prior
to January 1995, Mr. Jones was a shareholder in the Decker, Jones, McMackin,
McClane, Hall & Bates, P.C. law firm in Fort Worth, Texas, and was with such
firm and its predecessor or otherwise involved in the private practice of law in
Fort Worth, Texas for more than five years. Until June 26, 1995, Mr. Jones is alsowas
Chairman of the Board of RVAC, Inc., a director of Hallmark Financial
Services,privately held company engaged in
manufacturing and installing air conditioning products on recreational vehicles
and manufactured housing. An involuntary Chapter 7 petition was filed against
RVAC, Inc. If elected asin December 1995.
A. R. DIKE, 64, has been a director of the Company each director will hold office
until next year's annual meetingsince 1998. Mr. Dike is
the President and Chief Executive Officer of shareholders, expected to be held in
November 1999, or until his respective successor is electedThe Dike Company, Inc., a private
insurance agency, and has qualified.
Thebeen in such position since July 1999. Prior to July
1999, Mr. Dike was President of Willis Corroon Life, Inc. of Texas , and was in
such position for more than five years. Mr. Dike also serves on the Board of
Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a
director of the Company. Should any of them become unavailable for nomination
or election or refuse to be nominated or to accept election as a director of
the Company, then the persons named in the enclosed form of Proxy intend to
vote the shares represented in such Proxy for the election of such other
person or persons as may be nominated or designated by theCash America International.
Board of Directors.
BOARD COMMITTEES AND MEETINGSCommittees and Meetings
Standing committees of the Board include the Audit Committee and the Stock
Option/Compensation Committee.
The Audit Committee's principal responsibilities consist of (i)
recommending the selection of independent auditors, (ii) reviewing the scope of
the audit conducted by such auditors, as well as the audit itself, and (iii)
reviewing the Company's internal audit activities and matters concerning
financial reporting, accounting and audit procedures, and policies generally.
Members consist of Messrs. Dike, Greer, Haddock, Higgins and Jones.
The Stock Option/Compensation Committee (i) administers the Company's
employee stock option plans and reviews and approves the granting of stock
options and (ii) reviews and approves compensation for executive officers.
Members consist of Messrs. Dike, Greer, Haddock, Higgins and Jones.
The Board of Directors held five regularly scheduled meetings and one
special meeting during the
fiscal year ended June 30, 1998.2000. Various matters were also approved during the
last fiscal year by unanimous written consent of the Board of Directors. No
director attended fewer than 75% of the aggregate of (i) the total number of
meetings of the Board of
6
Directors and (ii) the total number of meetings held by all committees of the
Board on which such director served.
DIRECTOR COMPENSATIONDirector Compensation
Members of the Board of Directors currently receive a $2,000$2,500 quarterly
retainer fee and an additional $3,500$4,000 fee for attendance at each meeting of the
Board. Members of Committees of the Board of Directors are paid $1,500$2,000 per
quarter for participation in all committee meetings held during that quarter.
At the 1990 Annual Meeting of Shareholders, the Company adopted the 1990
Stock Option Plan for Non-Employee Directors of AmeriCredit Corp. (the "1990
Director Plan"), which provides for grants to the Company's nonemployee
directors of nonqualified stock options and reserves, in the aggregate, a total
of 750,0001,500,000 shares of Common Stock for issuance upon exercise of stock options
granted under such plan. Under the 1990 Director Plan, each nonemployee director
receives, upon election as a Director and thereafter on the first business day
after the date of each annual meeting of shareholders of the Company, an option
to purchase 10,00020,000 shares of Common Stock at an exercise price equal to the fair
market value of the Common Stock on the date of grant. Each option is fully
vested upon the date of grant but may not be exercised prior to the expiration
of six months after the date of grant. On November 6, 1997,3, 1999, options to purchase
10,00020,000 shares of Common Stock were granted under the 1990 Director Plan to each
of Messrs. Dike, Greer, Haddock, Higgins and Jones at an exercise price of $29.25$17.81 per
share. The exercise price for the options granted to Messrs. Dike, Greer, Haddock,
Higgins and Jones is equal to the last reported sale price of the Common Stock
on the New York Stock Exchange ("NYSE") on the 7
day preceding the date of grant.
Each nonemployee director elected at the 1998
Annual Meeting of Shareholders (including Mr. Dike) will receive an option to
purchase 10,000 additional shares of Common Stock pursuant toIn April 2000, the 1990 Director Plan followingexpired by its terms. The 2000
Limited Omnibus and Incentive Plan for AmeriCredit Corp., proposed for adoption
by shareholders at the 2000 Annual Meeting, provides for stock option grants to
non-employee directors. If the Plan is approved by shareholders, the Board of
Directors anticipates that annual grants will be authorized under such meeting.
DuringPlan to
non-employee directors in amounts and upon such terms as were previously
authorized under the fiscal year ended June 30, 1998, Mr. Haddock exercised options to
purchase 60,000 shares at exercise prices ranging from $3.75 to $13.00 per
share,1990 Director Plan.
Compensation Committee Interlocks and Mr. Jones exercised options to purchase 56,000 shares at exercise
prices ranging from $2.80 to $3.00 per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONInsider Participation
No member of the Stock Option/Compensation Committee is or has been an
officer or employee of the Company or any of its subsidiaries or had any
relationship requiring disclosure pursuant to Item 404 of Regulation S-K
promulgated by the Securities and Exchange Commission ("SEC"). No member of the
Stock Option/Compensation Committee served on the compensation committee, or as
a director, of another corporation, one of whose directors or executive officers
served on the Stock Option/Compensation Committee or whose executive officers
served on the Company's Board of Directors.
87
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLESummary Compensation Table
The following sets forth information concerning the compensation of the
Company's Chief Executive Officer and each of the other four most highly
compensated executive officers of the Company (the "Named Executive Officers")
for the fiscal years shown.
LONG TERM
COMPENSATION
AWARDS
------------
SHARES OF
COMMON STOCK
ANNUAL UNDERLYING
COMPENSATION STOCK ALL OTHER
---------------- OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS($Long Term
Compensation
Awards
-------------
Shares of
Common Stock
Annual Compensation Underlying All Other
Name and Fiscal ------------------------ Stock Options Compensation
Principal Position Year Salary Bonus ($) (#) ($)(1)
($)(2)
--------------------------- ----- ------------------ ------- -------- ------------ ------------------- --------- -------------- -------------
Clifton H. Morris, Jr. .......Jr................ 2000 730,000 1,050,000 -- 79,800
Executive Chairman 1999 574,815 823,973 -- 79,750
1998 523,000 500,000 710,0001,420,000 79,761
Chairman & CEO 1997 397,230 379,230 -- 101,241
1996 320,921 181,764 300,000 41,771
Michael R. Barrington.........Barrington................ 2000 630,000 900,000 -- 43,819
Vice Chairman, CEO & 1999 474,815 673,973 -- 44,592
President 1998 381,750 458,767 710,0001,420,000 43,681
Daniel E. Berce...................... 2000 630,000 900,000 -- 44,566
Vice Chairman & CFO 1999 474,815 673,973 -- 44,370
1998 381,750 458,767 1,420,000 44,381
Edward H. Esstman.................... 2000 430,000 500,000 -- 45,955
Vice Chairman, President 1999 384,061 448,202 -- 45,905
& Chief Operating 1997 276,704 258,704 -- 43,326
Officer 1996 223,832 123,506 200,000 5,758
Daniel E. Berce............... 1998 381,750 458,767 710,000 44,381
Vice Chairman & Chief
Financial Officer 1997 276,704 258,704 -- 44,120
1996 223,832 123,506 200,000 6,620
Edward H. Esstman.............COO, Dealer Services-AFSI 1998 334,250 307,890 495,000990,000 45,916
President and Chief Operating
Officer--AFSI 1997 246,473 171,355 -- 45,655
1996 186,758 91,385 150,000 10,305
Michael T. Miller.............Miller.................... 2000 325,000 325,000 40,000 5,340
Executive Vice President 1999 255,000 255,000 18,400 5,278
& Chief Credit Officer 1998 165,000 123,750 259,200518,400 4,941
Executive Vice President and
Chief Credit Officer 1997 119,822 59,911 70,000 730
1996 97,500 39,000 15,000 624
- ------------------
(1) 1998 awards include the following options conditionally granted under the
1998 Limited Stock Option Plan for AmeriCredit Corp. proposed for adoption
by shareholders in this Proxy Statement: Messrs. Morris, Barrington and
Berce, 568,000 shares; Mr. Esstman, 396,000 shares; and Mr. Miller,
200,000 shares. See "Proposal to Approve and Adopt the 1998 Limited Stock
Option Plan for AmeriCredit Corp. (Item 3)."
(2) The amounts disclosed in this column for fiscal 19982000 include:
(a) Company contributions to 401(k) retirement plans on behalf of each
executive officer in the amount of $4,761;$4,800;
(b) Payment by the Company of premiums for term life insurance on behalf
of Mr. Barrington, $1,420;$1,340; Mr. Berce, $2,120; Mr. Esstman, $3,655;
and Mr. Miller, $180;$540; and
(c) Annual premium payments under split-dollar life insurance policies
on Mr. Morris, $75,000; Mr. Barrington, $37,679; Mr. Berce, $37,646;
and Messrs. Barrington, Berce andMr. Esstman, $37,500
each.
9$37,500.
8
OPTION GRANTS IN LAST FISCAL YEAROption Grants in Last Fiscal Year
The following table shows all individual grants of stock options to the
Named Executive Officers of the Company during the fiscal year ended June 30,
1998.2000.
SHARES OFShares of
Common Stock % OF TOTAL
COMMON STOCK OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES IN PRICE EXPIRATION PRESENT
GRANTED(#) FISCAL YEARof Total
Underlying Options
Options Granted to Exercise Grant Date
Granted Employees in Price Expiration Present
(#) Fiscal Year ($/SH) DATE VALUE($Sh) Date Value ($)(1)
------------ ------------ --------
---------- --------------------- ------- ------- ---------
Clifton H. Morris, Jr. .................. 142,000(2) 3.45% $24.00 1/26/2008 $1,375,554Jr................... -- -- -- -- --
Executive Chairman & CEO 568,000(3) 13.79% $24.00 1/26/2008 $5,502,216-- -- -- -- --
Michael R. Barrington.. 142,000(2) 3.45% $24.00 1/26/2008 $1,375,554Barrington................... -- -- -- -- --
Vice Chairman, 568,000(3) 13.79% $24.00 1/26/2008 $5,502,216CEO & -- -- -- -- --
President & Chief
Operating Officer
Daniel E. Berce........ 142,000(2) 3.45% $24.00 1/26/2008 $1,375,554Berce......................... -- -- -- -- --
Vice Chairman & Chief
Financial Officer 568,000(3) 13.79% $24.00 1/26/2008 $5,502,216CFO -- -- -- -- --
Edward H. Esstman...... 99,000(2) 2.40% $24.00 1/26/2008 $ 959,013Esstman....................... -- -- -- -- --
Vice Chairman, President and Chief 396,000(3) 9.61% $24.00 1/26/2008 $3,836,052
Operating Officer--
AFSI-- -- -- -- --
& COO, Dealer Services-AFSI
Michael T. Miller...... 50,000(2) 1.21% $24.00 1/26/2008 $ 484,350Miller....................... -- -- -- -- --
Executive Vice 200,000(3) 4.85% $24.00 1/26/2008 $1,937,400
President and-- -- -- -- --
& Chief Credit Officer 9,200(4) .22% $32.7540,000(1) 1.33% 18.13 4/28/2008 166,88824/2010 $346,953(2)
- ------------------
(1) The options granted to Mr. Miller, which expire ten years after the grant
date, become exercisable 20% on April 24, 2000 and in 20% increments
thereafter on the anniversary date of the grant.
(2) As suggested by the SEC's rules on executive compensation disclosure, the
Company used the Black-Scholes model of option valuation to determine
grant date pre-tax present value. The Company does not advocate or
necessarily agree that the Black-Scholes model can properly determine the
value of an option. Calculations are based on a seven year option term for
all grants (other than the grant of 9,200 shares to Mr. Miller, whichThe calculation is based on a ten year option term)the expectation that the
options are fully exercised within five years of the grant date and upon
the following additional assumptions: annual dividend growth of 0 percent,
volatility of approximately 32%45%, and a risk-free rate of return based on the published Treasury yield curve
effective on the grant date.equal to
6.10%. There can be no assurance that the amounts reflected in this column
will be achieved.
(2) These options were granted under the 1995 Omnibus Stock9
Aggregated Option Exercises in Last Fiscal Year
and Incentive Plan
for AmeriCredit Corp. The options, which were granted in January 1998 and
expire seven years after the date of grant, were accelerated and became
fully exercisable following the Company's achievement of earnings per
share of $1.86 for fiscal 1998, an amount that exceeded the earnings per
share target required for accelerated vesting of this grant.
(3) These options were conditionally granted under the terms of the 1998
Limited StockFY-End Option Plan for AmeriCredit Corp. (the "1998 Plan"), subject
to shareholder approval of such Plan as proposed in this Proxy Statement.
These options, which expire seven years after the date of grant, become
exercisable in full on January 1, 2005; provided, however, that the
options will be accelerated and become exercisable on a cumulative basis
if the Company achieves specified earnings per share targets over a four-
year period according to the following schedule:
EARNINGS PER ACCELERATED
FISCAL YEAR SHARE TARGET VESTING
----------- ------------ -----------
June 30, 1999..................................... $2.42 25%
June 30, 2000..................................... 3.03 50%
June 30, 2001..................................... 3.78 75%
June 30, 2002..................................... 4.73 100%
The foregoing earnings per share targets require earnings per share growth
of 30% in fiscal 1999 (as compared to earnings per share for fiscal 1998),
and earnings per share growth of 25% in each of fiscal years 2000, 2001,
2002. If the 1998 Plan is not approved by shareholders at the Annual
Meeting, these option grants shall be null and void.
(4) The options granted to Mr. Miller for 9,200 shares, which expire ten years
after the grant date, become exercisable 20% on April 28, 1998 and in 20%
increments thereafter on the anniversary date of the grant.
10
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUESValues
Shown below is information with respect to the Named Executive Officers
regarding option exercises during the fiscal year ended June 30, 1998,2000, and the
value of unexercised options held as of June 30, 1998.2000.
SHARES OF COMMON
STOCK UNDERLYING VALUE OF UNEXERCISED
SHARES VALUE UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED ON REALIZED AT FY-END(#)Shares of
Common Stock
Underlying Value of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End FY-End
Shares (#) ($) (2)
AT FY-END($)(2)
NAME EXERCISE(#) ($Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
----Unexercisable Unexercisable
- ----- ----------- ---------- ------------------------- --------------------------------------- --------------- ------------------
Clifton H. Morris, Jr. . -0- N/A 1,233,999/710,000 $34,745,886/$8,298,125Jr......... 100,000 1,112,500 2,250,666/852,000 23,775,880/4,277,040
Executive Chairman
Michael R. Barrington......... 365,000 4,472,244 968,000/852,000 6,459,360/4,277,040
Vice Chairman, CEO &
President
Daniel E. Berce............... 265,000 3,459,068 1,550,214/852,000 14,410,060/4,277,040
Vice Chairman & CEO
Michael R. Barrington... 100,000 $2,284,195 458,440/710,000 $10,860,536/$8,298,125CFO
Edward H. Esstman............. 270,666 4,026,390 696,000/594,000 4,693,920/2,981,880
Vice Chairman, President
& Chief Operating Officer
Daniel E. Berce......... 50,000 $1,255,194 623,607/710,000 $15,998,143/$8,298,125
Vice Chairman &
Chief Financial Officer
Edward H. Esstman....... 80,000 $1,981,306 385,333/495,000 $ 9,802,396/$5,785,313
President and Chief
Operating Officer--AFSICOO, Dealer Services-AFSI
Michael T. Miller....... 77,500 $1,033,231 1,840/278,360 $ 5,405/$3,405,683Miller............. 100,000 626,875 140,400/358,400 637,168/1,553,608
Executive Vice President
and& Chief Credit Officer
- ------------------
(1) The "value realized" represents the difference between the exercise price
of the option shares and the market price of the option shares on the date
the options were exercised. The value realized was determined without
considering any taxes which may have been owed.
(2) Values stated are pre-tax, net of cost and are based upon the closing
price of $35.6875$17.02 per share of the Company's Common Stock on the NYSE on
June 30, 1998,2000, the last trading day of the fiscal year.
The number of
options at June 30, 1998 includes options conditionally granted under the
1998 Limited Stock Option Plan for AmeriCredit Corp. described in this
Proxy Statement. See, "Proposal to Approve and Adopt the 1998 Limited
Stock Option Plan for AmeriCredit Corp. (Item 3)." As10
Report of the Record Date,
based upon the closing price of $23.50 per share of the Company's Common
StockCompensation Committee on such date, the number of shares underlying unexercised options
and the value of unexercised in-the-money options for the Named Executive Officers are as follows:
SHARES OF COMMON
STOCK UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT RECORD DATE(#) AT RECORD DATE($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
Clifton H. Morris, Jr. . 1,075,999/568,000 $13,519,024/$ 0
Michael R. Barrington... 600,440/568,000 $ 5,273,298/$ 0
Daniel E. Berce......... 765,607/568,000 $ 8,397,933/$ 0
Edward H. Esstman....... 484,333/396,000 $ 5,106,151/$ 0
Michael T. Miller....... 51,840/228,360 $ 0/$206,250
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATIONCompensation
During fiscal 1998,2000, the Stock Option/Compensation Committee of the Board
of Directors (the "Committee") was comprised of Messrs. Haddock,Dike, Greer, Higgins and
Jones. The Committee is responsible for all elements of the total compensation
program for executive officers and senior management personnel of the Company,
including stock option grants and the administration of other incentive
programs.
11
General
The objectives of the Company's compensation strategy have remained
constant since fiscal 1994 and are as follows: (i) to attract and retain the
best possible executive talent, (ii) to motivate its executives to achieve the
Company's goals, (iii) to link executive and shareholder interest through
compensation plans that provide opportunities for management to become
substantial shareholders in the Company, and (iv) to provide a compensation
package that appropriately recognizes both individual and corporate
contributions.
The Company's compensation strategy was initially developed in fiscal 1994
with the assistance of independent compensation consultants and was reevaluated
in fiscal 1996 by another independent compensation consultant. SinceThe Committee has
not authorized an evaluation of the Company's compensation strategy or levels by
outside consultants since fiscal 1996, The1996. However, the Committee has continued to
generally follow the strategies developed in prior periods in conjunction with
the outside consultants.
None of the companies evaluated from time to time by the Committee or the
Company's consultants in setting compensation levels are included in the S&P
Financial Index contained in the Performance Graph on page 16 of this Proxy
Statement. The companies comprising the S&P Financial Index include banks,
insurance companies, savings and loans and other diversified financial
companies, most of which have substantially more assets than the Company. As
indicated by the Performance Graph, the Company's cumulative shareholder
return has exceeded the performance of the S&P Financial Index since July 1,
1993.
Components of Compensation of Executive Officers.
Compensation paid to the Company's executive officersNamed Executive Officers in fiscal 1998, the
separate elements of which are discussed below,2000
consisted of the following: base salary and annual bonus for fiscal 1998 andbonus. With the exception of
Mr. Miller, no stock options granted underor other long-term incentive awards were made to
the Company's stock option plans.Named Executive Officers in fiscal 2000.
Base Salary
Employment agreements have been entered into between the Company and Messrs.
Morris, Barrington, Berce, Esstman and Miller.each
of the Named Executive Officers. All of these employment agreements, which are
described in greater detail elsewhere in this Proxy Statement, provide for
certain minimum annual base salary with salary increases, bonuses and other
incentive awards to be made at the discretion of this Committee.
On April 28, 1998,No base salary increases were made during fiscal 2000 for Messrs. Morris,
Barrington, Berce or Esstman. Mr. Miller received a $70,000 base salary increase
effective July 1, 1999.
Effective July 1, 2000, the Committee authorized a base salary increaseincreases of
$55,000$50,000 for Mr. Barrington, $25,000 for Messrs. Berce and Esstman and $35,000
for Mr. Miller. In light of his resignation as Chief Executive Officer, Mr.
Morris' base salary was reduced from $700,000 to $350,000 as of July 1, 2000.
The increases for Messrs. Barrington, Berce, Esstman and Berce and $45,000 for Mr. Esstman; Mr.
Morris did not receive a base salary increase in fiscal 1998. The increasesMiller were considered
appropriate in light of the continuing growth and financial success of the
Company as reflectedand, in the following factors considered bycase of Mr. Barrington, his promotion to Chief Executive
Officer of the Committee
as of March 31, 1998 as compared to March 31, 1997: net income increased 57%,
auto loan originations increased 95%, managed auto receivables increased 133%,
producing auto dealers increased 76% and portfolio delinquency and annualized
charge-offs decreased. The compensation increases were designed to recognize
the Company's financial achievements and to serve to motivate the executives
in future periods through a compensation system that clearly rewards financial
success.Company.
Annual Incentive
The purpose of annual incentive bonus awards is to encourage executive
officers and key management personnel to exercise their best efforts and
management skills toward achieving the Company's predetermined objectives. In
fiscal 1998,2000, the CEO and the other Named Executive Officers received annual
incentive awards equal to between 75%100% and 125%150% of their base salary. As
described in the Company's 19971999 Proxy Statement, these bonus awards were made in
return for the Company's successfully meeting earnings per share targets
established by the Committee prior to fiscal 1998.2000. Under this plan, minimum
earnings levels were required to be obtained before any bonuses were awarded;
the plan also defined maximum award levels. Based on the Company'sCom-
11
pany's earnings per share in fiscal 1998,2000, the maximum bonus target was achieved
for the CEO and the other Named Executive Officers.
12
For fiscal 1999,2001, the Committee has approved an incentive plan similar to
the plan in effect for fiscal 1998,2000, including the establishment of earnings per
share targets and award levels associated with the Company's success in meeting
those targets.
Long-Term Incentive
The Company's long-term incentive plan has historically been comprised of
awards of non-qualified stock options designed to promote the identity of
long-term interests between the Company's executives and its shareholders and
to assist in the retention of key executives and management personnel. Since
the full benefit of stock option compensation cannot be realized unless stock
appreciation occurs over a number of years, stock option grants are designed
to provide an incentive to create shareholder value over a sustained period of
time.
In fiscal 1998, the Committee reviewed previous stock option grants made to
the CEO and the other Named Executive Officers and determined that such prior
grants had been successful in providing incentive for the creation of
substantial shareholder value, as represented by the increase in the Company's
market capitalization over the past five years, as follows:
MARKET CAPITALIZATION*
JUNE 30,
- --------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
$149,331,904 $169,043,961 $319,622,013 $445,775,102 $615,218,142 $1,099,352,467
- --------
* determined by multiplying the Company's closing per share stock price on the
dates indicated by the number of shares of Common Stock outstanding on such
dates.
The Committee further determined that additional stock options, properly
structured with respect to longer-term earnings targets, would best motivate
these officers and accomplish the objectives described in the preceding
paragraph.
In order to create the incentives considered by the Committee to be
appropriate, on January 27, 1998, the Committee approved the following stock
option grants to the CEO and the other Named Executive Officers: Messrs.
Morris, Barrington and Berce, 710,000 shares each; Mr. Esstman, 495,000
shares; and Mr. Miller, 250,000 shares. The exercise price for these stock
options is $24 per share, representing an approximate 8% premium over the
market price of the Company's Common Stock on the date the option grants were
approved. The options become fully exercisable on January 1, 2005 and expire
on January 26, 2005, seven years after the date of grant. However, the options
will be accelerated and become exercisable on a cumulative basis if the
Company achieves specified earnings per share targets over a five-year period.
Because the Company achieved earnings per share of $1.86 for the fiscal year
ended June 30, 1998, earnings that exceeded the targeted level for fiscal
1998, 20%light of the stock options granted during fiscal 1998 were accelerated and
are presently vested and exercisable. The remaining options granted to the CEO
and the other Named Executive Officers
in fiscal 1998 will be accelerated and
become exercisable if the Company achieves the following earnings per share
targets:
EARNINGS PER SHARE ACCELERATED
FISCAL YEAR TARGET VESTING*
----------- ------------------ -----------
June 30, 1999............................... $2.42 25%
June 30, 2000............................... 3.03 50%
June 30, 2001............................... 3.78 100%
June 30, 2002............................... 4.73 125%
- --------
* In order to obtain accelerated vesting, the Company must achieve annual
growth in earnings per share of 30% for fiscal 1999 and 25% for each of
fiscal years 2000, 2001 and 2002.
Twenty percent (20%) of the option grants approved by the Committee,
representing 575,000 shares in total, were granted under the 1995 Omnibus
Stock and Incentive Plan for AmeriCredit Corp. (the "1995 Omnibus
13
Plan"). The remaining options approved by the Committee, representing
2,300,000 shares in total, are covered by the 1998 Limited Stock Option Plan for AmeriCredit Corp. (the "1998 Plan"), a new plan approved and adopted by
the Committee on January 27, 1998. Shareholders will be requested to approve
the 1998 Plan, which is described in greater detail elsewhere in this Proxy
Statement,shareholders at the 1998 Annual Meeting.
IfMeeting, no stock option grants were made in
fiscal 2000 to the Named Executive Officers, other than Mr. Miller. In
connection with a promotion, Mr. Miller was granted a stock option for 40,000
shares on April 24, 2000 at an exercise price of $18.13 per share.
As noted in the 1998 Plan is approved and adopted by shareholders at the Annual
Meeting,Proxy Statement, there will be no further
stock optionstock-based, long-term incentive awards to Messrs. Morris, Barrington, Berce and
Esstman until the stock options covered by the 1998 Plan are fully vested and
exercisable. Furthermore, the 2000 Limited Omnibus and Incentive Plan for
AmeriCredit Corp., proposed for adoption by shareholders at the 2000 Annual
Meeting, specifically provides that Messrs. Morris, Barrington, Berce and
Esstman are not eligible to participate in such Plan.
Other Compensation Plans
The Company maintains certain broad-based employee benefit plans in which
executive officers are permitted to participate on the same terms as
non-
executivenon-executive personnel who meet applicable eligibility criteria, subject to any
legal limitations on the amounts that may be contributed or the benefits that
may be payable under the plans.
In addition, the Committee has previously approved a split-dollar life
insurance program for Messrs. Morris, Barrington, Berce and Esstman. Under this
program, the Company advances annual premiums for life insurance policies on
these officers, subject to the right of the Company to recover certain amounts
in the event of the officer's death or termination of employment. As adopted by
the Committee, the annual premiums will not exceedbe approximately $75,000 in the case of
Mr. Morris and $37,500 in the case of Messrs. Barrington, Berce and Esstman.
Stock Ownership Guidelines for Executive Officers
In August 2000, the Board of Directors adopted stock ownership guidelines
that are designed to encourage the accumulation of the Company's stock by its
executive officers. These guidelines, stated as a multiple of executives' base
salaries, are as follows: Chairman and Vice Chairmen, four times; Segment
Presidents and Treasurer, three times; other Executive Team members, two times.
The recommended time period for reaching the above guidelines is the later of
August 1, 2003 or five years from date of hire. Shares of the Company's stock
directly owned by an executive officer and shares owned by an officer through
the Company's 401k and employee stock purchase programs constitute qualifying
ownership; stock options are not counted towards compliance with the guidelines.
The Committee will review the progress of each executive officer toward
compliance with the guidelines and, in the event an officer is not making
satisfactory progress, the Committee may reduce prospective stock option or
restricted share grants to such officer.
The Company also adopted an Officer Stock Loan Program to facilitate
compliance with the stock ownership guidelines. Executive officers may utilize
loan proceeds to acquire and hold common stock of the Company by means of option
exercise or otherwise. The stock to be held as a result of a loan under the
program must be pledged to the Company. The aggregate principal balance of all
outstanding loans under the program may not exceed $20,000,000 at any time. No
loans have been made under the program since inception.
12
Fiscal 19982000 Compensation of CEO
The Committee's general approach in setting Mr. Morris' target annual
compensation is to seek to be competitive with financial services companies
similar to the Company and with other similarly-sized companies located within
the Dallas-Fort Worth area, but to have a large percentage of his target
compensation based upon objective long-term criteria. During fiscal 1998,2000, Mr. Morris received $500,000$700,000 in base salary. Mr. Morris' base salary, was
established in April 1997 and was unchanged in fiscal 1998. Thea salary
the Committee believes that Mr. Morris' base salary is alignedin-line with the base salaries paid to the top
executive officer at similarly-sized financial services companies and at the
companies previously reviewed by the Committee located within the Dallas-Fort
Worth area. Mr. Morris' base salary was established in April 1999 and was not
increased during fiscal 2000. The salary amount shown for Mr. Morris in the
"Executive Compensation--SummaryCompensation - Summary Compensation Table" on page 98 of this Proxy
Statement includes director fees in addition to his base salary.
As discussed above, Mr. Morris also received a cash bonus under the 19982000
incentive plan equal to 100%150% of his base salary, an award that represented the
maximum bonus opportunity for Mr. Morris. In addition to his cash compensation, Mr. Morris was grantedNo stock options to
purchase 710,000 shares of Common Stock during fiscal 1998, as further
described above. The options grantedor other stock-based,
long-term incentive awards were made to Mr. Morris which are exercisable at
$24 per share, provide for performance accelerated vesting if certain earnings
per share targets are achieved over a five-year period. One-fifth of these
options have been accelerated and become exercisable due to the Company's
achievementduring fiscal 2000.
Effective July 1, 2000, Mr. Morris has resigned as Chief Executive Officer
of the earnings per share target for fiscal 1998. The remaining
options, representing 568,000 shares, were conditionally granted under the
1998 Plan subjectCompany, but will continue to shareholder approval of such Plan. The Committee believes
that this option grant epitomizes its compensation strategy by expressly
conditioning the ultimate benefitserve as Executive Chairman of the grant toBoard.
In connection with this change, Mr. Morris upon the
achievement of significant earnings growthMorris' proposed, and the resulting appreciationCommittee agreed
to, a reduction of fifty percent (50%) in the price of the Company's common stock.
GERALD W. HADDOCKMr. Morris' base salary and a
reduction in his annual incentive opportunity.
DOUGLAS K. HIGGINS
A. R. DIKE
JAMES H. GREER
DOUGLAS K. HIGGINS
KENNETH H. JONES, JR.
14
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate future filings, including this Proxy Statement,
in whole or in part, the preceding report and the Performance Graph on Page 1614
shall not be incorporated by reference into any such filings.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN CONTROL
ARRANGEMENTSEmployment Contracts, Termination of Employment and Change-in Control
Arrangements
The Company has entered into employment agreements with all of its Named
Executive Officers. These agreements, as amended, contain terms that renew
annually for successive five year periods (ten years in the case of Mr. Morris),
and the compensation thereunder is determined annually by the Company's Board of
Directors, subject to the following minimum annual compensation: Mr. Morris,
$500,000;$350,000; Messrs. Barrington and Berce, $345,000; Mr. Esstman, $300,000; and Mr.
Miller, $255,000. As noted above in the "Report of the Compensation Committee on
Executive Compensation," Mr. Morris' employment agreement was recently amended
in connection with his resignation as Chief Executive Officer to reduce his base
salary. Included in each agreement is a covenant of the employee not to compete
with the Company during the term of his employment and for a period of three
years thereafter. The employment agreements also provide that if the employee is
terminated by the Company other than for cause, or in the event the employee
resigns or is terminated other than for cause within twelve months after a
"change in control" of the Company (as that term is defined in the employment
agreements), the Company will pay to the employee the remainder of his current
year's salary (undiscounted) plus the discounted present value (employing an
interest rate of 8%) of two additional years' salary (for which purposesalary. For all Named Executive
Officers other than Mr. Morris, "salary" includes the annual rate of
compensation immediately prior to the "change in control" plus the average
annual cash bonus for the immediately preceding threethree-year period; for Mr.
Morris, "salary" includes the highest annual rate of compensation plus the
highest annual cash bonus or other incentive payment provided to Mr. Morris in
any of the seven fiscal years preceding the year period).in which a "change of control"
occurs.
In addition to the employment agreements described above, the terms of all
stock options granted to the Named Executive Officers provide that such options
will become immediately vested and exercisable upon the occurrence of a change
in control as defined in the stock option agreements evidencing such grants.
13
The provisions and terms contained in these employment and option
agreements could have the effect of increasing the cost of a change in control
of the Company and thereby delay or hinder such a change in control.
15
PERFORMANCE GRAPHPerformance Graph
The following graph presents cumulative shareholder return on the
Company's Common Stock for the five years ended June 30, 1998.2000. The Company is
compared to the S&P 500 and the S&P Financial Index. Each Index assumes $100
invested at the beginning of the measurement period and is calculated assuming
quarterly reinvestment of dividends and quarterly weighting by market
capitalization.
The data source for the graph is Media General Financial Services, Inc.,
an authorized licensee of S&P.
[PERFORMANCE GRAPH APPEARS HERE]GRAPH]
The following was depicted as a line chart in the printed material.
JUNE JUNE JUNE JUNE JUNE JUNE
1993 1994June 1995 June 1996 June 1997 June 1998 ------- ------- ------- ------- ------- -------June 1999 June 2000
--------- --------- --------- --------- --------- ---------
AmeriCredit.....................AmeriCredit.............. $100.00 $117.50 $222.50 $312.50 $420.00 $713.75
S&P............................. $100.00 $101.41 $127.85 $161.09 $216.99 $282.44$140.45 $188.76 $320.79 $287.64 $305.62
S&P Financials..................500.................. $100.00 $100.57 $121.28 $172.10 $261.61 $363.51$141.91 $215.71 $299.73 $324.54 $297.55
S&P Financials........... $100.00 $126.00 $169.73 $220.92 $271.19 $280.85
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE14
Section 16(a) Beneficial Ownership Reporting Compliance
The Company's executive officers and directors are required to file under
the Securities Exchange Act of 1934, as amended, reports of ownership and
changes of ownership with the SEC. Based solely upon information provided to the
Company by individual directors and executive officers, the Company believes
that during the fiscal year ended June 30, 1998,2000, all filing requirements
applicable to its executive officers and directors were met.
RELATED PARTY TRANSACTIONSRelated Party Transactions
The Company engages independent contractors to solicit business from motor
vehicle dealers in certain geographic locations. During fiscal 1998,2000, one such
independent contractor was CHM Company, L.L.C. ("CHM Company"), a Delaware
limited liability company, that is controlled by Clifton H. Morris, III, an
adult son of Mr. Clifton H. Morris, Jr., Chairman and Chief Executive OfficerChairman of the Company. A
per contract commission is paid to CHM Company for each motor vehicle contract
originated by the Company that is attributable to the marketing efforts of CHM
Company. Commission payments of $1,361,664$2,731,620 were made by the Company to CHM
Company during fiscal 1998.2000. Out of payments received from the Company, CHM
Company pays all of its expenses, including salaries and benefits for its
employees and marketing representatives, office expenses, travel expenses and
promotional costs. 16
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF
EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
PROPOSAL TO AMEND THE AMERICREDIT CORP.
EMPLOYEE STOCK PURCHASE PLAN
(ITEM 2)
Since its adoption in 1994, the AmeriCredit Corp. Employee Stock Purchase
Plan (the "Purchase Plan")The Company's contractual arrangement with CHM Company has
been a highly successful, broad-based employee
benefit plan, significant in the retentioncancelled effective December 31, 2000.
On September 21, 2000, Messrs. Barrington and motivationBerce, executive officers of
the Company, employees who have elected to participate therein. Under this Plan, employees
at all levels of the Company are able to participate, through stock ownership,each executed Amended and Restated Revolving Credit Notes in the
growth and financial successamount of $1,000,000 in favor of the Company. As of June 30, 1998,
approximately 950 employees were enrolledThese Notes, which modify and
participatingextend notes in the Purchase
Plan, constituting 68%principal amount of all employees eligible$1,000,000 executed by Messrs.
Barrington and Berce in September 1999, bear interest at a rate equal to participate.The Company
anticipatesLIBOR
plus 1%, and provide that Messrs. Barrington and Berce can borrow, repay and
reborrow from time to time thereunder. The Notes mature in full on the numberearlier
to occur of shares availableSeptember 20, 2001 or separation of employment for issuanceany reason.
During fiscal 2000, the largest amount of indebtedness outstanding under Mr.
Barrington's note was $971,424, and the Purchase Plan will be substantially depleted within 12-18 months.
On April 28, 1998, the Stock Option/Compensation Committee amended the
Purchase Plan to increase the number of shares of Common Stock reserved under
the Purchase Plan from 500,000 shares to 1,000,000 shares (the "Amendment").
The Amendment was ratified by the Board of Directors and effectiveamount outstanding as of April
28, 1998, but is subject to shareholder approval. If approved by shareholders
atAugust 31, 2000
was $970,354. Since September 1999, the Annual Meeting, the first sentence of paragraph 12(a)date of the Purchase
Plan will be amended to provide as follows:
"The maximum number of shares of Common Stock which shall be made available
for saleoriginal notes, no amounts
have been outstanding under the Plan shall be 1,000,000 shares, subject to adjustment
upon changes in capitalization of the Company as provided in paragraph 18."
The remaining language of paragraph 12 will not be changed and the only
effect of the Amendment will be to increase the number of shares of Common
Stock authorized and available for issuance under the terms of the Purchase
Plan.
The Amendment is necessary in order to cover future purchases by employees
participating in the Purchase Plan. With the growth in the number of employees
employed by the Company, most all of whom are eligible participants in the
Purchase Plan, the Company anticipates that the number of shares presently
reserved for issuance under the Purchase Plan may soon be depleted. The
Amendment will enable the Company to continue the purposes of the Purchase
Plan by providing additional incentives to attract, retain and motivate
employees, and to instill shareholder considerations and values in the actions
of such employees.
Since participation in the Purchase Plan is entirely voluntary on the
participant's part, it is not possible to indicate the number, names or
positions of employees who will participate in the Purchase Plan or the number
of shares of Common Stock that will be purchased by any employee under the
Purchase Plan.
The primary provisions of the Purchase Plan are described in Appendix A to
this Proxy Statement. A copy of the Purchase Plan was contained in the
Company's Proxy Statement for the 1994 Annual Meeting of Shareholders and has
been filed by the Company with the Securities and Exchange Commission. Any
shareholder desiring a complete copy of the Purchase Plan may obtain it by
writing to AmeriCredit Corp., 200 Bailey Avenue, Fort Worth, Texas 76107,
Attention: Corporate Secretary.
The Company intends to register the 500,000 additional shares of Common
Stock issuable under the Amendment under the Securities Act, assuming
shareholders approve the proposal to increase the number of shares. Shares
purchased pursuant to the Purchase Plan after the effective date of such
registration could immediately be sold on the open market subject, in the case
of affiliates (as defined in Rule 144 under the Securities Act), to compliance
with the provisions of Rule 144 other than the holding requirement.
17
Approval of the Amendment to the Purchase Plan by shareholders of the
Company is required by the terms of the Purchase Plan. The proposal to approve
the Amendment to the Purchase Plan requires approval by the holders of a
majority of the outstanding shares of Common Stock represented at the Annual
Meeting of Shareholders.
On September 18, 1998, the closing price of the Company's Common Stock on
the New York Stock Exchange was $24.63.
THE BOARDMr. Berce's note.
APPROVAL OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AMENDMENT TO
THE AMERICREDIT CORP. EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL TO APPROVE2000 LIMITED OMNIBUS AND ADOPT THE 1998 LIMITED
STOCK OPTIONINCENTIVE PLAN
FOR AMERICREDIT CORP.
(ITEM 3)(Item 2)
On January 27, 1998,August 1, 2000, the Stock Option/Compensation Committee of the Board of
Directors approved the 19982000 Limited Stock OptionOmnibus and Incentive Plan for AmeriCredit
Corp. (the "1998"2000 Plan"). The Board of Directors in August 1998,has ratified the action of the
Stock Option/Compensation Committee and directed that the 19982000 Plan be submitted to the shareholders of
the Company for approval and adoption. If approved by shareholders, the 2000
Plan will provide for the granting of stock options and other stock and cash
awards to non-employee directors and executive officers of the Company,
excluding Messrs. Morris, Barrington, Berce and Esstman.
The material features of the 19982000 Plan are discussed below, but the description is
subject to, and is qualified in its entirety by, thebelow. The full text
of the 19982000 Plan is attached as Appendix BA to this Proxy Statement.
Purpose of the 1998 Plan. As discussed above in the Report of the Stock
Option/Compensation Committee, the principal2000 Plan
The purpose of the 19982000 Plan is to provide an incentive tocontinue attracting, retaining and
motivating the top five executivesenior officers of the Company by enabling such senior officers
to manageparticipate, through equity ownership, in the long-term growth and expand the Company's business so as to increase the financial
success and value of the Company, particularly over the four-year period
following adoption of the Plan. In addition, the 1998 Plan will assist the
Company in retaining the officers most responsible for the continuing
success of the Company.
GeneralLong-term incentive compensation - such as stock options grants - has been
a key component of the Company's compensation philosophy for senior executive
officers since inception of the Company's auto finance
15
lending business in September 1992. The Board of Directors believes that stock
option awards have been critical in attracting the executive officers
responsible for the Company's financial success, and in motivating such officers
to continually strive, year over year, for improved financial and operating
performance. The Board of Directors believes that the motivational power of
long-term incentive compensation is reflected by, among other measures, the
Company's stock price, which has increased approximately 2,000% since the
Company entered the auto finance lending business in September 1992.
As of August 30, 2000, stock options granted under the Company's stock
option plans were held by 360 different officers and key employees, representing
more than 10% of all Company employees. It has been the Company's practice to
make stock option awards to most officers on an annual basis, or when officers
are newly hired or promoted. Stock option awards to non-executive officers, such
as awards to vice presidents, assistant vice presidents or branch managers, are
typically made under plans that are not required to be approved by shareholders.
However, stock awards to senior executive officers - defined as officers with a
title designation of Senior Vice President and above - are made under plans
approved by the Company's shareholders. The 1995 Omnibus Stock and Incentive
Plan Provisions.for AmeriCredit Corp., which was approved in 1995 and amended in 1997 is
the Company's only available plan for stock-based grants to senior executive
officers. Stock-based awards available to be granted under the 1995 Plan have
been substantially depleted through grants to executive and non-executive
officers.
Unless the 2000 Plan is adopted, the Company may not be able to continue
providing senior executive officers with stock-based long-term incentive awards.
This would require the Company to significantly alter its compensation strategy
for senior executive officers in order to retain and continue motivating such
officers to achieve the Company's financial and operating objectives. Alternate
strategies include possible increases in base salaries and annual bonus
opportunities to offset the Company's inability to offer long-term incentive
compensation to senior officers. These alternate strategies, which may not be as
successful in retaining and motivating employees as stock-based compensation,
may have the effect of increasing the Company's compensation expenses over time.
As noted above in the "Report of the Compensation Committee on Executive
Compensation," the Board of Directors has established stock ownership
guidelines, stated as a multiple of base salary, for the members of the
Company's Executive Team, which includes the Chairman, the Vice Chairmen,
Segment Presidents, the Treasurer and the other Executive Vice Presidents of
AmeriCredit Corp. The Compensation Committee anticipates that future long-term
incentive awards to members of the Company's Executive Team (other than Messrs.
Morris, Barrington, Berce and Esstman) may be made in the form of restricted
share awards in order to encourage compliance with the guidelines. Approval of
the 2000 Plan is necessary to facilitate awards of restricted shares, as
discussed below.
The 2000 Plan, which has an approximate two-year term as compared to the
ten-year term provided in most of the Company's long-term incentive plans,
specifically provides that Messrs. Morris, Barrington, Berce, and Esstman are
not eligible for awards. In light of the stock options granted to Messrs.
Morris, Barrington, Berce and Esstman under the 1998 Limited Stock Option Plan
approved by shareholders at the 1998 Annual Meeting, there will be no further
stock-based, long-term incentive awards to such executive officers until the
stock options covered by the 1998 Plan provides for a one-time grant of
nonqualified stock options toare fully vested and exercisable.
Shares Reserved Under the Company's top five executive officers as set
forth in the following table:
1998 PLAN BENEFITS
NUMBER OF SECURITIES
NAME AND POSITION DOLLAR VALUE(1) UNDERLYING OPTIONS
----------------- --------------- --------------------
Clifton H. Morris, Jr. .............. $5,502,216 568,000
Chairman and CEO
Michael R. Barrington................ $5,502,216 568,000
Vice Chairman, President
and Chief Operating Officer
Daniel E. Berce...................... $5,502,216 568,000
Vice Chairman and CFO
Edward H. Esstman.................... $3,836,052 396,000
President and Chief Operating
Officer--AFSI
Michael T. Miller.................... $1,937,400 200,000
Executive Vice President,
Chief Credit Officer
- --------
(1) As determined using the Black-Scholes model of option valuation to
determine grant date pre-tax present value. See "Option/SAR Grants in Last
Fiscal Year" table on page 10 of this Proxy Statement.
18
2000 Plan
The number of shares of Common Stock that may be issued or awarded under
the 19982000 Plan shall not exceed 2,300,000,2,000,000, subject to adjustment in the event of
stock dividends, stock splits, combination of shares, recapitalizations or other
changes in the outstanding Common Stock. The shares issuable under the 19982000 Plan
may be drawn from either authorized but previously unissued shares of Common
Stock or from reacquired shares of Common Stock, including shares purchased by
the Company on the open market and held as treasury shares.
16
On September 18, 1998,21, 2000, the closing price of the Company's Common Stock on the
New York Stock Exchange was $24.63.
No additional stock options or other awards will be granted under the 1998
Plan and no employees$26.63.
Administration of the Company other than Messrs. Morris, Barrington,
Berce, Esstman and Miller are eligible for participation under the 1998 Plan.
If any stock options granted under the 19982000 Plan
expire or are terminated,
cancelled or surrendered for any reason without having been exercised in full,
the unpurchased shares of Common Stock subject to such options will not become
available for regranting under the 1998 Plan.
Exercise Price of Stock Options. The exercise price of all stock options
granted under the 19982000 Plan is $24 per share. The exercise price is equal to
approximately 108% of the closing price of the Company's Common Stock on the
New York Stock Exchange on January 26, 1998, the day immediately preceding the
date the 1998 Plan was adopted by the Committee.
Exercisability of Stock Options; Accelerated Vesting. Stock options granted
under the 1998 Plan become exercisable in full on January 1, 2005,
approximately one month before the options and the Plan terminate on January
26, 2005. However, the options will be accelerated and become exercisable on a
cumulative basis if the Company achieves the earnings per share targets
according to the following schedule:
EARNINGS PER ACCELERATED
FISCAL YEAR SHARE TARGET VESTING
----------- ------------ -----------
June 30, 1999................................... $2.42 25%
June 30, 2000................................... 3.03 50%
June 30, 2001................................... 3.78 75%
June 30, 2002................................... 4.73 100%
The earnings per share targets require earnings per share growth of 30% in
fiscal 1999 (as compared to earnings per share for fiscal 1998), and earnings
per share growth of 25% in each of fiscal years 2000, 2001 and 2002. The Plan
provides that if the earnings per share target is not achieved for the
occurrence of accelerated vesting in a fiscal year, then the non-accelerated
options will be eligible for accelerated vesting in any subsequent fiscal year
ending on or before June 30, 2002 if the cumulative earnings per share
achieved by the Company exceeds the cumulative earnings per share targets as
of the end of such subsequent fiscal year.
Administration of 1998 Plan. The 1998 Plan willshall be administered by the Stock Option/Compensation
Committee a committee of the Board of Directors comprised
of at least three directors, each of whom is a "disinterested person" within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934.Directors. The Committee shall have, among other
powers, the power to interpret, waive, amend, establish or suspend rules and
regulations of the 19982000 Plan in its administration of such Plan. Federal Income Tax Consequences. The Committee
shall have the sole discretion to determine the number or amount of shares,
units, cash or other rights or awards, the nature and types of which are
described below, to be granted to any participant.
Grants Under the 2000 Plan
Stock Options. The Committee may grant of nonqualifiedoptions qualifying as incentive
stock options under the 1998Internal Revenue Code of 1986 and/or nonqualified stock
options. The term, exercisability and other provisions of an option shall be
fixed by the Committee. The option price shall be any price determined by the
Committee except that, in the case of a nonincentive stock option, the price
shall not be less than the fair market value of the Company's Common Stock on
the date of grant. Except for adjustments resulting from a stock dividend, stock
split, combination of shares, recapitalization or other change in the
outstanding Common Stock of the Company, the Committee may not reduce the
exercise or option price of an existing stock option.
Restricted Share Awards. The Committee may also award shares of the
Company's Common Stock under a restricted share award. The Committee shall fix
the restrictions and the restriction period applicable to each restricted share
award; provided, however, that the restriction period shall not exceed 10 years
from the date of grant. The recipient of a restricted share award will be unable
to dispose of the shares prior to the expiration of the restriction period.
During this period, the recipient will be entitled to vote the shares and
receive any regular cash dividends on such shares. Each stock certificate
representing a restricted share award will be required to bear a legend giving
notice of the restrictions in the grant.
Performance Awards. The Committee may grant Performance Awards under which
payment may be made in shares of the Company's Common Stock (including
restricted shares), a combination of shares and cash or cash if the performance
of the Company meets certain goals established by the Committee during an award
period. The Committee, in its discretion, will determine the performance goals,
the length of an award period, and the manner and medium of payment of each
performance Award. In order to receive payment, a grantee must remain in the
employ of the Company until the completion of the award period, except that the
Committee may provide complete or partial exceptions to that requirement as it
deems equitable.
Stock Appreciation Rights and Limited Stock Appreciation Rights. The
Committee may grant stock appreciation rights ("SARs") and limited stock
appreciation rights ("LSARs") either singly or in combination with an underlying
stock option or Performance Award under the Omnibus Plan. The term,
exercisability and other provisions of a SAR or LSAR may be fixed by the
Committee. SARs entitle the grantee to receipt of the same economic value that
would have been derived from exercise of an option. LSARs are similar to SARs
but become exercisable only upon a tender offer or exchange offer for at least
30% of the outstanding shares of the Company's Common Stock. Payment of a SAR or
LSAR may be made in cash, in shares or a combination of both at the discretion
of the Committee. If a SAR or LSAR granted in combination with an underlying
stock option is exercised, the right under the underlying option to purchase
shares would terminate.
Each award under the 2000 Plan will be evidenced by an award agreement
that will be delivered to the participant specifying the terms and conditions of
the award and any rules applicable to such award.
Upon a change in control as defined in, and subject to certain limitations
under, the 2000 Plan, all outstanding awards will vest, become immediately
exercisable or payable or have all restrictions lifted as may apply to
17
the type of award granted. Awards are nontransferrable; however, if so provided
in an award agreement, an award may be transferred, without payment of
consideration, to immediate family members, or to partnerships whose partners
are such family members or, except as prohibited by Rule 16b-3 under the
Exchange Act, to a person or entity for which the grantee is entitled to a
deduction for a "charitable contribution" under the Internal Revenue Code of
1986.
Eligible Participants
Under the 2000 Plan, and as designated by the Committee, any non-employee
director and any employee of the Company or the Company's affiliates may
participate in the 2000 Plan and receive award(s) thereunder; provided, however,
that Messrs. Morris, Barrington, Berce and Esstman shall not be eligible to
receive award(s) under the 2000 Plan.
All of the Company's employees (approximately 3,000 employees as of June
30, 2000) are eligible to participate in the 2000 Plan. However, the Board of
Directors anticipates that participation in the 2000 Plan will be limited to
senior executive officers - defined as officers with a title designation of
Senior Vice President and above. As of June 30, 2000, there were 49 senior
executive officers of the Company and its subsidiaries.
Non-employee directors are also eligible to participate in the 2000 Plan.
As discussed under "Director Compensation" on page 7 of this Proxy Statement,
the 1990 Director Plan expired by its terms in April 2000. Under the 1990
Director Plan, each nonemployee director received, upon election as a Director
and thereafter on the first business day after the date of each annual meeting
of shareholders of the Company, an option to purchase 20,000 shares of Common
Stock at an exercise price equal to the fair market value of the Common Stock on
the date of grant. If the 2000 Plan is approved by shareholders, the Board of
Directors anticipates that annual grants will be authorized under such Plan to
non-employee directors in amounts and upon such terms as were previously
authorized under the 1990 Director Plan.
Term of the 2000 Plan
Upon approval of the Company's shareholders, the 2000 Plan will be
effective August 1, 2000 and will terminate on October 30, 2002, unless
terminated earlier by the Board of Directors or extended by the Board with the
approval of the shareholders.
Federal Income Tax Consequences
Stock Options. The grant of an incentive stock option or a nonqualified
stock option will not result in income for the grantee or in a deduction for the
Company. The exercise of a nonqualified stock option will result in ordinary
income for the grantee and a deduction for the Company measured by the
difference between the option price and the fair market value of the shares
received at the time of exercise.
Income tax withholdingThe exercise of an incentive stock option will not result in income for
the grantee if the grantee (i) does not dispose of the shares within two years
after the date of grant or one year after the transfer of shares upon exercise
and (ii) is an employee of the Company or a subsidiary of the Company from the
date of grant until three months before the exercise date. If these requirements
are met, the basis of the shares upon later disposition will be required.
Other Information. Uponthe option
price. Any gain will be taxed to the employee as long term capital gain and the
Company would not be entitled to a change in control as defined in, anddeduction. The excess of the market value on
the exercise date over the option price is an item of tax preference,
potentially subject to certain limitations under the 1998 Plan, all outstanding stock optionsalternative minimum tax.
If the grantee disposes of the shares prior to the expiration of either of
the holding periods, the grantee will become immediately exercisable. Stock options granted underrecognize ordinary income and the 1998 Plan are
nontransferable except, in certain circumstances provided under Rule 16b-3, to
immediate family members, to partnerships whose partners are such family
members and to a person or other entity for which the optionee isCompany
will be entitled to a deduction for a "charitable contribution" underequal to the Internal Revenue Code of
1986.
19
Upon approvallesser of the Company's shareholders,fair market value of
the 1998 Plan and all stock
options granted thereundershares on the exercise date minus the option price or the amount realized on
disposition minus the
18
option price. Any gain in excess of the ordinary income portion will be effective January 27, 1998,taxable
as long-term or short-term capital gain.
Restricted Share Awards. The grant of Restricted Shares should not result
in income for the grantee or in a deduction for the Company for federal income
tax purposes, assuming the shares transferred are subject to restrictions
resulting in a "substantial risk of forfeiture." If there are not such
restrictions, the grantee will recognize ordinary income upon receipt of the
shares. Dividends paid to the grantee while the stock remained subject to
restriction will be treated as compensation for federal income tax purposes. At
the time the restrictions lapse, the grantee will receive ordinary income and
the Company will terminate on January 26, 2005, unless terminated earlierbe entitled to a deduction measured by the Boardfair market value of
Directorsthe shares at the time of lapse.
SARs, LSARs and Performance Awards. The grant of a SAR, LSAR or extendeda
Performance Award will not result in income for the grantee or in a deduction
for the Company. Upon the exercise of an SAR or LSAR or the receipt of shares or
cash under a Performance Award, the grantee will recognize ordinary income and
the Company will be entitled to a deduction measured by the Board with the approvalfair market value of
the shareholders.shares plus any cash received.
Other Information
The Board or the Committee may amend the 19982000 Plan as it deems advisable;
provided, however, that shareholder approval must be obtained for any amendment
increasing the number of available shares under the Plan or changing the class
of eligible participants, permit the granting of awards with expire more than
ten years after the grant date, or extendingextend the termination date of the 19982000 Plan.
Employees and non-employee directors who will participate in the 2000 Plan in
the future and the amounts of award(s) to such employees are to be determined by
the Committee subject to any restrictions outlined above. Accordingly, other
than option grants anticipated to be made to non-employee directors upon the
terms discussed above, it is not possible to state the terms of any other
individual options or awards that may be issued under the 2000 Plan or the names
or positions of or respective amounts of the allotment to any individuals who
may participate.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ADOPTION OF
THE 1998 LIMITED STOCK OPTION PLAN FOR AMERICREDIT CORP.2000 PLAN.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(ITEM 4)(Item 3)
The Board of Directors has selected PricewaterhouseCoopers LLP as
independent public accountants for the Company to audit its consolidated
financial statements for the fiscal year ending June 30, 1999,2001, and has
determined that it would be desirable to request that the shareholders ratify
such selection. The affirmative vote of a majority of the outstanding shares of
Common Stock voting at the Annual Meeting in person or by proxy is necessary for
the ratification of the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as independent public accountants.
PricewaterhouseCoopers LLP (or the predecessor to such firm) served as the
Company's independent public accountants for the fiscal year ended June 30, 19982000
and has reported on the Company's consolidated financial statements for such
year. Representatives of PricewaterhouseCoopers LLP are expected to be present
at the Annual Meeting and will be available to respond to appropriate questions
from shareholders.
Shareholder ratification is not required for the selection of
PricewaterhouseCoopers LLP, since the Board of Directors has the responsibility
for selecting the Company's independent public accountants. Nonetheless, the
selection is being submitted for ratification at the Annual Meeting with a view
towards soliciting the shareholders' opinions, which the Board of Directors will
take into consideration in future deliberations.
19
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR
THE FISCAL YEAR ENDING JUNE 30, 1999.2001.
20
OTHER BUSINESS
(ITEM 5)(Item 4)
The Board knows of no other business to be brought before the Annual
Meeting. If, however, any other business should properly come before the Annual
Meeting, the persons named in the accompanying proxy will vote the proxy as in
their discretion they may deem appropriate, unless they are directed by the
proxy to do otherwise.
20
SHAREHOLDER PROPOSALS
Any proposalShareholder Proposals
Pursuant to be presentedvarious rules promulgated by the SEC, a shareholder atthat seeks
to include a proposal in the Company's 1999proxy statement and form of proxy card
for the Annual Meeting of Shareholders of the Company to be held in 2001 must
be presentedtimely submit such proposal in accordance with SEC Rule 14a-8 to the Company,
addressed to Chris A. Choate, Secretary, 801 Cherry Street, Suite 3900, Fort
Worth, Texas 76102 no later than May 30, 2001. Further, a shareholder may not
present a proposal for inclusion in the Company's proxy statement and form of
proxy card related to the 2001 annual meeting and may not submit a matter for
consideration at least 120the 2001 annual meeting, regardless of whether presented for
inclusion in the Company's proxy statement and form of proxy card, unless the
shareholder shall have timely complied with the Company's bylaw requirements
which set a notice deadline after which a shareholder will not be permitted to
present a proposal at the Company's shareholder meetings. The bylaws state that
in order for business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Company. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 60 days nor more than 90 days prior to the datefirst
anniversary of the preceding year's annual meeting. A shareholder's notice to
the Secretary must set forth as to each matter the holder proposes to bring
before the meeting a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting;
the name and address, as they appear on the Company's books, of the shareholder
proposing such business and the name and address of the beneficial owner, if
any, on whose behalf the proposal is made; the class and number of shares of the
Company which are owned beneficially and of record by such shareholder of record
and by the beneficial owner, if any, on whose behalf the proposal is being made;
and any material interest of such shareholder of record and beneficial owner, if
any, on whose behalf the proposal is made in such business. A notice given
pursuant to this provision of the Company's bylaws will not be timely with
respect to the Company's 2001 meeting unless duly given by no later than
September 4, 2001 and no earlier than August 5, 2001.
With respect to business to be brought before the 2000 Annual Meeting, the
Company has not received any notices from shareholders that the Company mails the notice of such meeting. It is
estimated that such deadline will be May 28, 1999, with the mailing of such
noticerequired to be approximately September 24, 1999.include in this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Chris A. Choate
Secretary
September 25, 19982000
Fort Worth, Texas
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING AND WISH THEIR STOCK TO BE VOTED ARE URGED TO DATE,
SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
21
APPENDIXAppendix A
DESCRIPTION OF THE AMERICREDIT CORP.
EMPLOYEE STOCK PURCHASE PLAN
GENERAL
In July 1994, the Board of Directors authorized the adoption of the2000 Limited Omnibus And Incentive Plan
For
AmeriCredit Corp.
Employee Stock Purchase
2000 Limited Omnibus And Incentive Plan
(the "Purchase Plan") and
reserved 500,000 shares of Common Stock for issuance thereunder. In November
1994, the Purchase Plan was approved by the Shareholders of the Company. On
April 28, 1998, the Stock Option/Compensation Committee amended the Purchase
Plan to increase the number of shares of Common Stock reserved under the
Purchase Plan from 500,000 to 1,000,000 shares (the "Amendment"). The
Amendment, which has been ratified by the Board of Directors, was effective
April 28, 1998 but is subject to shareholder approval. If approved by
shareholders at the 1998 Annual Meeting, the first sentence of paragraph 12(a)
of the Purchase Plan will be amended to provide as follows:
"The maximum number of shares of the Company's Common Stock which shall be
made available for sale under the Plan shall be 1,000,000 shares, subject
to adjustment upon changes in capitalization of the Company as provided in
paragraph 18."
The remaining language of paragraph 12 will not be changed and the only
effect of the Amendment will be to increase the number of shares of Common
Stock authorized and available for issuance under the terms of the Purchase
Plan. The purpose of the Purchase Plan is to provide employees (including
officers) of the Company and its majority owned subsidiaries with an
opportunity to purchase Common Stock from the Company through payroll
deductions. The essential features of the Purchase Plan are outlined below.
OFFERING PERIOD
Offerings under the Purchase Plan have a duration of 24 months and commence
on the Monday immediately following the completion of the first payroll period
ending in December and June of each year, unless otherwise specified by the
Board of Directors. Each offering period is composed of four six-month
exercise periods. The Board of Directors has the power to alter the duration
of an offering period with respect to future offerings if announced at least
fifteen days prior to the scheduled beginning of the first offering period to
be affected.
GRANT AND EXERCISE OF OPTION
On the first day of an offering period (the "Enrollment Date"), the
participant is granted an option to purchase on each exercise date during such
offering period up to a number of whole shares of the Common Stock determined
by dividing 10% of the participant's Compensation (as defined in the Purchase
Plan) by the lower of (i) 85% of the fair market value of a share of the
Common Stock on the Enrollment Date or (ii) 85% of the fair market value of a
share of Common Stock on the exercise date, provided that the maximum number
of shares subject to such option during such offering period shall in no event
exceed 5,000 shares. The number of shares subject to such option shall be
reduced, if necessary, to maintain the limitations with respect to a
participant's ownership of stock and/or options to purchase stock possessing
5% or more of the total combined voting power or value of all classes of stock
of the Company or any subsidiary, and to restrict a participant's right to
purchase stock under the Purchase Plan to $25,000 in fair market value of such
stock (determined at the time the option is granted) for each calendar year in
which such option is outstanding at any time. Unless the employee's
participation is discontinued, his option for the purchase of shares will be
exercised automatically at the end of each six month exercise period within
the offering period at the applicable price. To the extent an employee's
payroll deductions exceed the amount required to purchase the shares subject
to option, such excess amount shall be held in such participant's account for
the next exercise period, unless such participant has withdrawn from the
offering period or unless such offering period has terminated with such
exercise date, in which case such amount shall be returned to the employee
without interest.
A-1
SHARES AVAILABLE UNDER THE PURCHASE PLAN
If the Amendment is approved by shareholders, the total number of shares of
Common Stock that are issuable under the Purchase Plan will be 1,000,000,
subject to adjustment as described below under "Capital Changes."
ELIGIBILITY AND PARTICIPATION
Any employee who is customarily employed for at least 20 hours per week and
more than five months per calendar year by the Company or its majority owned
subsidiaries is eligible to participate in offerings under the Purchase Plan.
Employees become participants in the Purchase Plan by delivering to the
company a subscription agreement authorizing payroll deductions within the
specified period of time prior to the commencement of each offering period.
No employee is permitted to purchase shares under the Purchase Plan if such
employee owns 5% or more of the total combined voting power or value of all
classes of shares of stock of the Company (including shares that may be
purchased under the Purchase Plan or pursuant to any other options). In
addition, no employee is entitled to purchase more than $25,000 worth of
shares (based on the fair market value of the shares at the time the option is
granted) in any calendar year.
PURCHASE PRICE
The price at which shares are sold under the Purchase Plan is eighty-five
percent (85%) of the fair market value per share of Common Stock at either the
beginning of the offering period or at the end of each six-month exercise
period, whichever is lower.
PAYROLL DEDUCTIONS
The purchase price of the shares is accumulated by payroll deduction over
each offering period. The deductions may not be greater than 10% of a
participant's compensation. Compensation for purposes of the Purchase Plan
includes salary and commissions (excluding overtime, bonuses, special awards,
and reimbursements) plus bonuses, commissions and other incentive payments
paid during the immediately preceding twelve month period. A participant may
decrease or, within such limits, increase his or her rate of payroll
deductions at any time during the offering period.
All payroll deductions of a participant are credited to his or her account
under the Purchase Plan and are deposited with the general funds of the
Company. Such funds may be used for any corporate purpose pending the purchase
of shares. No charges for administrative or other costs may be made by the
Company against the payroll deductions.
ADMINISTRATION
The Purchase Plan is administered by the Board of Directors or a committee
appointed by the Board. Directors who are eligible employees are permitted to
participate in the Purchase Plan; provided, however, that (i) directors who
are eligible to participate in the Purchase Plan may not vote on any matter
affecting the administration or the grant of any option pursuant to the
Purchase Plan and (ii) if a committee is established to administer the
Purchase Plan, no committee member will be eligible to participate in the
Purchase Plan.
WITHDRAWAL FROM THE PLAN
A participant may terminate his or her interest in a given offering, or in a
given exercise period, by withdrawing all, but not less than all, of the
accumulated payroll deductions credited to such participant's account at any
time prior to the end of the offering period. The withdrawal of accumulated
payroll deductions automatically terminates the employee's interest in that
offering, or exercise period, as the case may be. As soon as practicable after
such withdrawal, the payroll deductions credited to a participant's account
are returned to the participant without interest.
A-2
A participant's withdrawal from an offering does not have any effect upon
such participant's eligibility to participate in subsequent exercise periods
within the same offering period.
TERMINATION OF EMPLOYMENT
Termination of a participant's employment for any reason, including
retirement or death or the failure to remain in the continuous employ of the
Company for at least 20 hours per week (except for certain leaves of absence),
cancels his or her participation in the Purchase Plan immediately. In such
event, the payroll deductions credited to the participant's account will be
returned to the participant or in the case of death, to the person or persons
entitled thereto, without interest.
CAPITAL CHANGES
In the event of changes in the Common Stock of the Company due to stock
dividends or other changes in capitalization, or in the event of any merger,
sale or any other reorganization, appropriate adjustments will be made by the
Company to the shares subject to purchase and to the price per share.
NONASSIGNABILITY
No rights or accumulated payroll deductions of an employee under the Plan
may be pledged, assigned or transferred for any reason, and any such attempt
may be treated by the Company as an election to withdraw from the Purchase
Plan.
AMENDMENT AND TERMINATION OF THE PLAN
The Board of Directors of the Company may at any time amend or terminate the
Purchase Plan, except that such termination cannot affect options previously
granted nor may any amendment make any change in an existing option that
adversely affects the rights of any participant. No amendment may be made to
the Purchase Plan without prior approval of the shareholders of the Company if
such amendment would increase the number of shares that may be issued under
the Purchase Plan, permit payroll deductions at a rate in excess of 10% of a
participant's compensation, change the designation of the employees eligible
for participation in the Purchase Plan or constitute an amendment for which
shareholder approval is required in order to comply with Rule 16b-3, or any
successor rule.
TAX INFORMATION
The Purchase Plan and the right of participants to make purchases thereunder
is intended to qualify under the provisions of Sections 421 and 423 of the
Internal Revenue Code. Under these provisions, no income will be taxable to
participant at the time of grant of the option or purchase of shares. Upon
disposition of the shares, the participant will generally be subject to tax
and the amount of the tax will depend upon the holding period. If the shares
have been held by the participant for more than two years after the date of
option grant and one year from the date of option exercise, the lesser of (a)
the excess of the fair market value of the shares at the time of such
disposition over the option price, or (b) the excess of the fair market value
of the shares at the time the option was granted over the option price (which
option price will be computed as of the grant date) will be treated as
ordinary income, and any further gain will be treated as long-term capital
gain. If the shares are disposed of before the expiration of these holding
periods, the excess of the fair market value of the shares on the exercise
date over the option price will be treated as ordinary income, and any further
gain or loss on such disposition will be long or short-term capital gain or
loss, depending on the holding period. The Company is not entitled to a
deduction for amounts taxed as ordinary income or capital gain to a
participant except to the extent of ordinary income reported by participants
upon disposition of shares prior to the expiration of the holding period
described above.
The foregoing is only a summary of the effect of federal income taxation
upon the participant and the Company with respect to the shares purchased
under the Purchase Plan. Reference should be made to the
A-3
applicable provisions of the Code. In addition, the summary does not discuss
the tax consequences of a participant's death or the income tax laws of any
state or foreign country in which the participant may reside.
OTHER INFORMATION
The Purchase Plan was effective in July 1994 and will terminate in July
2014, unless terminated earlier by the Board of Directors or extended by the
Board with the approval of shareholders.
As described above, substantially all employees ofFor
AmeriCredit are eligible
to participate in the Purchase Plan. As of June 30, 1998, approximately 950
employees were enrolled and participating, representing 68% of all AmeriCredit
employees eligible to participate. Otherwise, it is not possible to state the
number of shares of Common Stock that may be purchased under the Purchase Plan
by any individual (or groups of individuals) who may participate in the
Purchase Plan.
A-4
APPENDIX B
1998 LIMITED STOCK OPTION PLAN
FOR
AMERICREDIT CORP.Corp.
1. Purpose. The purpose of this Plan is to advance the interests of
AmeriCredit Corp. and increase shareshareholder value by providing additional
incentives to attract, retain and motivate certain keyqualified and competent employees,
and Outside Directors, upon whose efforts and judgment its success is materiallylargely
dependent.
2. Definitions. As used herein, the following terms shall have the meaning
indicated:
(a) "ACCOUNTANT'S REPORT DATE""Agreed Price" shall relate to the grant of a SAR or Limited SAR under
an Award, and shall mean the date ofvalue assigned to the report issued
byAvailable Shares in the Company's independent public accountantsAward
which will form the basis for calculating the Spread on the Company's financial
statements for the Fiscal Year ended immediately prior to the date of such
report.exercise of
the SAR or Limited SAR, which assigned value may be any value determined by the
Committee, including the Fair Market Value of the Shares on the Date of Grant.
(b) "AVAILABLE SHARES""Award" shall mean either an Option, a SAR, a Restricted Share Award,
or a Performance Award, except that where it shall be appropriate to identify
the specific type of Award, reference shall be made to the specific type of
Award.
(c) "Available Shares" shall mean, at each time of reference, the total
number of Shares described in SECTIONSection 3 with respect to which the Committee may
grant an Option,Award, all of which Available Shares shall be held in the Company'sParent's
treasury or shall be made available from authorized and unissued Shares.
(c) "DILUTED EARNINGS PER SHARE" shall mean that number computed in
accordance with Generally Accepted Accounting Principles (GAAP) and
reported as such in the Company's consolidated financial statements.
(d) "BOARD""Board" shall mean the Board of Directors of the Company.Parent.
(e) "CAUSE""Broker Assisted Exercise" shall mean a special sale and remittance
procedure pursuant to which the Optionee shall concurrently provide irrevocable
written instructions to (a) a brokerage firm ("Broker") to effect the immediate
sale of the Shares and remit to the Company, out of the sale proceeds available
on the settlement date, sufficient funds to cover the aggregate Option Price
plus all amounts described in Section 20, and (b) the Company to deliver the
certificates for the Shares directly to such brokerage firm in order to complete
the sale.
(f) "Business Day" shall mean, if the Shares are listed on a National
Securities Exchange at the time of reference, any day such Exchange is
operating, and otherwise it shall mean any day that commercial banks in the city
in which the Company has its principal place of business are open.
1
(g) "Cause" shall mean the Optionee'sHolder's willful misconduct or gross
negligence, as reasonably determined by the Committee in its sole discretion.
(f) "CHANGE IN CONTROL"(h) "Code" shall havemean the meaning specifiedInternal Revenue Code of 1986, as now or
hereafter amended.
(i) "Committee" shall mean the persons designated by the Board as the
Stock Option Committee, or, in SECTION
10(B)the absence of appointment, then it shall mean
the Board.
(j) "Company" shall mean the Parent and its Subsidiaries, except when it
shall be appropriate to refer only to AmeriCredit Corp., then it shall be
referred to as "Parent".
(g) "CLOSING PRICE"(k) "Date of Grant" shall mean the date on which the Committee takes
formal action to grant an Award, provided that it is followed, as soon as
reasonably possible, by written notice to the Eligible Person receiving the
Award.
(l) "Director" shall mean a member of the Board.
(m) "Disability" shall mean a Holder's present incapacity resulting from
an injury or illness (either mental or physical) which, in the reasonable
opinion of the Committee based on such medical evidence as it deems necessary,
will result in death or can be expected to continue for a period of at least
twelve (12) months and will prevent the Holder from performing the normal
services required of the Holder by the Company, provided, however, that such
disability did not result, in whole or in part: (i) from chronic alcoholism;
(ii) from addiction to narcotics; (ii) from a felonious undertaking; or (iv)
from an intentional self-inflicted wound.
(n) "Effective Date" shall mean August 1, 2000.
(o) "Eligible Person" shall mean Outside Directors, and those full time
employees of the Company selected by the Committee; provided, however, that a
Named Excluded Officer shall not be eligible to receive an Award.
(p) "Fair Market Value" shall mean, as of a particular date, the closing
sale
pricevalue of Shares on such date, if a Business Day, and otherwise the closing value
on the next preceding Business Day, which closing value shall be (i) if the
Shares are listed or admitted for trading on any United States national
securities exchange, the last reported sale price of the Shares on such exchange
as reported in any newspaper of general circulation, or (ii) if the Shares are
quoted on NASDAQ, or any similar system of automated dissemination of quotations
of securities prices in common use, the mean between the closing high bid and
low asked quotations for such day on such system. If neither clause (i) nor clause (ii) is
applicable, itthe closing value shall be the fair market value of the Shareson such Business
Day as determined by any fair and reasonable means prescribed by the Committee.
(h) "CODE"2
(q) "Holder" shall mean, the Internal Revenue Codeat each time of 1986, as now or
hereafter amended.
(i) "COMMITTEE" shall mean a Committee designated by the Board which
shall consist ofreference, each person
(including, but not less than two members of the Board who shall be
appointed by, and shall serve at the pleasure of, the Board. Unless the
Board determines otherwise, the members of the Committee shall be "non-
employee directors" within the meaning of Rule 16b-3 of the General Rules
and Regulations of the Securities Exchange Act of 1934, and "outside
directors" within the meaning of Section 162(m) of the Code and the
regulations thereunder.
(j) "COMPANY" shall mean AmeriCredit Corp.
(k) "CUMULATIVE PERFORMANCE" shall mean the sum of the actual Diluted
Earnings Per Share for each Fiscal Year through the end of the Fiscal Year
next preceding the Accountant's Report Datelimited to an Optionee) with respect to which the
calculationwhom an Award is being made.
(l) "CUMULATIVE TARGET" shall mean the sum of the Performance Targets for
each Fiscal Year through the end of the Fiscal Year next preceding the
Accountant's Report Datein
effect, except that where it is appropriate to distinguish between a Holder with
respect to whichan Option and a Holder with respect to a different type of Award,
reference shall be made to Optionee; and provided, further, that to the calculation is being
made.
(m) "DATE OF GRANT"extent
provided under, and subject to the conditions of, an Award, it shall refer to
the person who succeeds to the rights of the Holder upon the death of the
Holder.
(r) "Incentive Stock Option" shall mean January 27, 1998,an Option that is an incentive
stock option as defined in Section 422 of the Code; provided that an Option
which is the datedesignated as ofan Incentive Stock Option but which, the Committee took formal action to approve the grant of the Options.
B-1
(n) "DIRECTOR" shall mean a member of the Board.
(o) "DISABILITY" shall mean a Optionee's present incapacity resulting
from an injury or illness (either mental or physical) which, in the
reasonable opinion of the Committee based on such medical evidence as it
deems necessary, will result in death or can be expected to continue for a
period of at least twelve (12) months and will prevent the Optionee from
performing the normal services required of the Optionee by the Company,
provided, however, that such disability did not result, in whole or in part: (i) from chronic alcoholism; (ii) from addiction to narcotics; (ii)
frompart,
does not satisfy all of the requirements of an Incentive Stock Option shall be a
felonious undertaking; or (iv) from an intentional self-inflicted
wound.
(p) "EFFECTIVE DATE"Nonqualified Stock Option.
(s) "Limited SAR" shall mean January 27, 1998.
(q) "ELIGIBLE PERSON"a limited stock appreciation right as defined
in Section 18 hereof.
(t) "Named Excluded Officer" shall mean each of Messrs. Clifton H. Morris,
Jr., Michael R. Barrington, Daniel E. Berce and Edward H. Esstman and Michael T. Miller.
(r) "FISCAL YEAR" shall mean each twelve (12) month period beginning on
July 1 and ending on June 30 occurring during the period ending June 30,
2002, and shall be identified by reference to the calendar year in which it
ends.
(s) "INCREMENT (FIRST, SECOND, ETC)" shall mean the four separate 25%
increments into which each Option's Shares are hereby divided, and which
shall be referred to hereunder as the First Increment, Second Increment,
Third Increment and Fourth Increment and, without limitation, each such
Increment shall consist of that number of Shares equal to 25% of the
Original Shares.
(t) "OPTION" shall mean the nonqualified stock options which are granted
hereunder.Esstman.
(u) "OPTIONEE""Nonqualified Stock Option" shall mean an Eligible PersonOption that is not an
Incentive Stock Option.
(v) "Option" (when capitalized) shall mean any Incentive Stock Option and
Nonqualified Stock Option granted under this Plan, except that, where it shall
be appropriate to identify a specific type of Option, reference shall be made to
the specific type of Option; provided, further, without limitation, that a
single Option may include both Incentive Stock Option and Nonqualified Stock
Option provisions.
(w) "Optionee" shall mean a person (including a "Holder", see definition)
to whom an Option is granted.
(v) "OPTION PRICE"(x) "Option Price" shall mean $24.00the price per Share which is 107.5%required to be
paid by the Optionee in order to exercise his right to acquire a Share under the
terms of the Closing PriceOption.
(y) "Outside Director" shall mean each Director who is not an employee of
$22.3125 on the Date of Grant.
(w) "ORIGINAL SHARES"Company.
(z) "Parent" shall mean AmeriCredit Corp., a Texas corporation.
(aa) "Performance Award" shall mean the Shares subject toaward which is granted contingent
upon the Optionattainment of reference on its Date of Grant.
(x) "PERFORMANCE TARGET"the performance objectives during the Performance Period,
all as described more fully in Section 13.
(bb) "Performance Period" shall mean the period described in Section 13
with respect to each Fiscal Year
throughwhich the Fiscal Year 2002, the Diluted Earnings Per Share set forth in
whichever of Section 8(a)(i), 8(b)(i)(x), 8(c)(i)(x) or 8(d)(i) applies to
such Fiscal Year.
(y) "PLAN"performance objectives relate.
3
(cc) "Plan" shall mean this 19982000 Limited Stock OptionOmnibus And Incentive Plan For
AmeriCredit Corp.
(z) "SHARE(S)(dd) "Plan Year" shall mean the 12 month period beginning on August 1,
2000, and on each anniversary thereof.
(ee) "Restriction(s)" shall mean the restrictions applicable to Available
Shares subject to an Award which prohibit the "transfer" of such Available
Shares, and which constitute "a substantial risk of forfeiture" with respect to
such Available Shares, as those terms are defined under section 83(a)(1) of the
Code.
(ff) "Restricted Period" shall mean the period during which Restricted
Shares shall be subject to Restrictions.
(gg) "Restricted Shares" shall mean the Available Shares granted to an
Eligible Person which are subject to Restrictions.
(hh) "Restricted Share Award" shall mean the award of Restricted Shares.
(ii) "Restricted Share Distributions" shall mean any amounts, whether
Shares, cash or other property (other than regular cash dividends) paid or
distributed by the Parent with respect to Restricted Shares during a Restricted
Period.
(jj) "SAR" shall mean a stock appreciation right as defined in Section 18
hereof.
(kk) "Separation" shall mean (i) in the care of a Holder who is not an
Outside Director, the date on which such Holder ceases to have an employment
relationship with the Company for any reason, including death or Disability;
provided, however, a Separation will not be considered to have occurred for
purposes of this (ak)(i) while such Holder is on sick leave, military leave, or
any other leave of absence approved by the Company, provided such period does
not exceed 90 days or, if longer, so long as such Holder's right to reemployment
with the Company is guaranteed either by statute or by contract; and (ii) in the
case of a Holder who is Outside Director, the date on which such Holder ceases
to be a member of the Board.
(ll) "Share(s)" shall mean a share or shares of the Company's Common Stock,common stock, par
value $.01 per share, and any share or shares of capital stock or other
securities of the Company hereafter issued or issuable upon, in respect of
or in substitution or exchange for each such share.
(aa) "VEST"Parent.
(mm) "Spread" shall mean the difference between the Option Price, or the
Agreed Price, as the case may be, of the Share(s) and the Fair Market Value of
such Share(s)
(nn) "Subsidiary" shall mean any corporation (other than the Parent) in
any unbroken chain of corporations beginning with respect to certain Shares subject to an
Option, that the Optionee has satisfiedParent if, at the conditions set forthtime of
the granting of the Award, each of the corporations, other than the last
corporation in the unbroken chain, owns
4
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such Option (including without limitation,unbroken chain.
(oo) "1933 Act" shall mean the conditions set forth in this Plan
which are incorporated by reference in such Option) which entitle him to
exerciseSecurities Act of 1933, as amended.
(pp) "1934 Act" shall mean the Option with respect to such Shares.Securities Exchange Act of 1934, as
amended.
3. Award of Available Shares. As of January 27, 1998,the Effective Date, Two Million
Three Hundred
Thousand (2,300,000)(2,000,000) Shares shall automatically, and without further action, become
Available Shares. To the extent any OptionAward shall terminate, expire or be
canceled, the Available Shares subject to such OptionAward, with respect to which
Holder received no benefits of ownership, shall no longer be
subject to the Plan.remain Available Shares.
4. Conditions for Grant of Options.Awards.
(a) OnlyWithout limiting the generality of the provisions hereof which deal
specifically with each form of Award, Awards shall only be granted to such one
or more Eligible Persons as shall be granted Options, and in selectingselected by the Eligible Persons, andCommittee.
(b) In granting the Options,Awards, the Committee has takenshall take into consideration the
contribution the Eligible Person has made or may be reasonably expected to make
to the success of the Company and such other factors as the Committee determined to be important.shall
determine. The Committee reached its
decision after consultingshall also have the authority to consult with and
receivingreceive recommendations from officers and other personnel of the Company with
regard to these matters. B-2
(b) The OptionsCommittee may from time to time in granting Awards
under the Plan prescribe such other terms and conditions concerning such Awards
as it deems appropriate, including, without limitation, relating an Award to
achievement of specific goals established by the Committee or to the continued
employment of the Eligible Person for a specified period of time, provided that
such terms and conditions are not inconsistent with the provisions of this Plan.
(c) The Awards granted to Eligible Persons areshall be in addition to regular
salaries, retirement,pension, life insurance or other benefits related to their service to
the Company, and do notCompany. Neither the Plan nor any Award granted under the Plan shall confer
upon Eligible Personsany person any right to continuance of employment by the Company; and
provided, further, that nothing herein shall be deemed to limit the ability of
the Company to enter into any other compensation arrangements with any Eligible
Person.
(c) The Committee shall determine in each case whether periods of military
or government service shall constitute a continuation of employment for the
purposes of this Plan or any Option.
5. Grant of Options.
On the Date of Grant, the(a) The Committee has granted
Eligible Employeesmay grant to Optionees from time to time Options to
purchase some or all of the following number of Available Shares:
AVAILABLE SHARES
SUBJECT TO
OPTIONEE OPTION
-------- ----------------
Clifton H. Morris Jr.................................... 568,000
Michael R. Barrington................................... 568,000
Daniel E. Berce......................................... 568,000
Edward H. Esstman....................................... 396,000
Michael T. Miller....................................... 200,000
These are the only Options which will be issued under the Plan.Shares. An Option granted hereunder shall
be either an Incentive Stock Option or a Nonqualified Stock Option, shall be
evidenced by a written agreement that shall contain such provisions as shall be
selected by the Committee, not inconsistent with
the terms of this Plan, and which may incorporate
5
the terms of this Plan by reference.reference, and which clearly shall state whether it is
(in whole or in part) an Incentive Stock Option or a Nonqualified Stock Option.
(b) The aggregate Fair Market Value (determined as of the Date of Grant)
of the Available Shares with resect to which any Incentive Stock Option is
exercisable for the first time by an Optionee during any calendar year under the
Plan and all such plans of the Company and any parent and subsidiary of the
Company (as defined in Section 425 of the Code) shall not exceed $100,000.
6. Payment of Option Price.
(a) The Option Price shall be any price determined by the Committee.
Without limitation, except as provided in Section 15, the Committee shall not,
directly or indirectly, reduce the Option Price of an existing Option.
(b) The Option Price of any Shares purchased shall be paid solely in cash,
by wire transfer, by certified or cashier's check, by wire transfer,or by money order from the
Optionee or the Broker (in a Broker Assisted Exercise); provided, further, if
expressly provided in the Option, and not otherwise, with Shares owned for the
minimum period required in order to avoid having such exercise result in a
charge to the Company's earnings; or, by a combination ofif expressly provided in the above; provided, however, thatOption, and
not otherwise, with nonforfeitable Shares subject to the Committee may accept a personal check in full or partial payment of any
Shares.Option. If the Option
Price is permitted to be, and is, paid in whole or in part with Shares, the
value of the Shares surrendered shall be their Closing PriceFair Market Value on the date
they are surrendered.actually delivered to the Company.
7. Exercise of Options. An Option shall be deemed exercised whenwhen: (i) the
CommitteeCompany has received written notice of such exercise in accordance with the
terms of the Option and this Plan; (ii) full payment of the aggregate Option
Price of the Shares as to which the Option is exercised has been made.made, including
through a Broker Assisted Exercise; and (iii) arrangements that are satisfactory
to the Company in its sole discretion have been made to satisfy the Optionee's
obligations under Section 20. Separate stock certificates shall be issued by the
Parent for any Available Shares acquired as a result of exercising an Incentive
Stock Option and a Nonqualified Stock Option.
8. Exercisability of Options. An Option shall Vest in accordance with the
following Vesting schedule:
(a) Each Option shall become Vested with respectexercisable in whole or in part and
cumulatively, and shall expire, according to its First Increment
onthe terms of the Option; provided,
however, that, without limitation, in the case of the grant of an Option to an
officer (as that term is used in Rule 16a-1 promulgated under the 1934 Act) or
any similar rule which may subsequently be in effect, the Committee may limit
the exercisability for the first to occur of (i) the Accountant's Report Datesix (6) months following the 1999 Fiscal Year ifDate of Grant, or
provide that no Available Shares acquired on such exercise shall be transferable
during such 6 month period, but in no event shall an Option be exercisable after
the Company's Diluted Earnings Per Share fortenth (10th) anniversary of its Date of Grant.
6
(b) The expiration date of an Option shall be determined by the 1999
Fiscal Year shall equal or exceed $2.42, or (ii)Committee
at the first subsequent
Accountant's Report Date (if any)of Grant, but may, in the Committee's sole discretion, be extended
by the Committee.
(c) The Committee, in its sole discretion, may accelerate the date on
which the Cumulative Performance
equalsall or exceeds the Cumulative Target with respect to such Accountant's
Report Date.
(b) Eachany portion of an otherwise unexercisable Option shall become Vested with respect to its Second Increment
on the first to occur of (i) the Accountant's Report Date following the
2000 Fiscal Year if either (x) the Company's Diluted Earnings Per Share for
the 2000 Fiscal Year shall equal or exceed $3.05, or (y) the Cumulative
Performance equals or exceeds the Cumulative Target with respect to such
Accountant's Report Date, or (ii) the first subsequent Accountant's Report
Date (if any) on which the Cumulative Performance equals or exceeds the
Cumulative Target with respect to such Accountant's Report Date.
(c) Each Option shall become Vested with respect to its Third Increment
on the first to occur of (i) the Accountant's Report Date following the
2001 Fiscal Year if either (x) the Company's Diluted Earnings Per Share for
the 2001 Fiscal Year shall equal or exceed $3.78, or (y) the Cumulative
Performance equals or exceeds the Cumulative Target with respect to such
Accountant's Report Date, or (ii) the first subsequent Accountant's Report
Date (if any) on which the Cumulative Performance equals or exceeds the
Cumulative Target with respect to such Accountant's Report Date.
B-3
(d) Each Option shall become Vested with respect to its Fourth Increment
on the Accountant's Report Date following the 2002 Fiscal Year if either
(i) the Company's Diluted Earnings Per Share for the 2002 Fiscal Year shall
equal or exceed $4.73, or (ii) the Cumulative Performance equals or exceeds
the Cumulative Target for such Accountant's Report Date.
(e) On January 1, 2005 each Option shall become Vested with respect to
all of the Original Shares (i.e. with respect to all Increments) which have
not previously become Vested.may be exercised.
9. Termination of Option Period.
(a) TheAs provided in Section 5, and without limitation, each Option shall be
evidenced by an agreement that may contain any provisions selected by the
Committee; provided, however, that in each case the unexercised portion of an
Option shall automatically and without notice terminate and become null and void
at the time of the earliest to occur
of the following:
(i) ninety (90) days after the date that Optionee ceases to be employed
by the Company regardless of the reason therefor, other than a cessation by
reason of death, Disability or for Cause;
(ii) one (1) year after the date on which the Optionee ceases to be
employed by the Company by reason of Disability;
(iii) (y) one (1) year after the date that Optionee ceases to be employed
by the Company by reason of death, or (z) the later of (I) the date
provided in whichever of SUBSECTION 9(A)(I) OR 9(A)(II), if any, apply on the dateearlier of death, and (II) six (6) months after the date on which such
person shall die if that shall occur during whichever of the periods
described in SUBSECTION 9(A)(I) OR 9(A)(II), if any, apply on the date of
death;
(iv)(i) the date that Optionee ceases to be employed by the
Company, if such cessation is for Cause; and
(v) January 26, 2005.Cause, (ii) the tenth (10th) anniversary of
the Date of Grant.
(b) InUnless otherwise expressly provided in the eventOption of reference, the
Committee, in its sole discretion may, by giving written notice (a "Cancellation
Notice") cancel, effective upon the date of the consummation of any of the transactions describedChange in
SUBSECTION 10(A), the Committee may, by giving written notice ("CANCELLATION
NOTICE"), cancel,Control, all or any of the exercisable portion of such Option which remainsany, or all, Options that
remain unexercised on such date. Such Cancellation Notice shall be given a
reasonable period of time (but not less than 15 days) prior to the proposed date
of such cancellation, and may be given either before or after shareholder
approval (if any is required) of the consummationChange in Control, and may be condition on
the actual occurrence of the Change in Control.
10. Incentive Stock Options for 10% Shareholder. Notwithstanding any other
provisions of the Plan to the contrary, an Incentive Stock Option shall not be
granted to any person owning directly (or indirectly through attribution under
section 425(d) of the Code) at the Date of Grant, stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company (or of
its parent or subsidiary [as defined in section 425 of the Code] at the Date of
Grant) unless the Option Price of such transaction.
10.Incentive Stock Option is at least 110%
of the Fair Market Value on the Date of Grant of the Available Shares subject to
such Incentive Stock Option, and the period during which the Incentive Stock
Option may be exercised does not exceed five (5) years from the Date of Grant.
11. Nonqualified Stock Options. Nonqualified Stock Options may be granted
hereunder and shall contain such terms and provisions as shall be determined by
the Committee, except that each such Nonqualified Stock Option (i) must be
clearly designated as a Nonqualified Stock Option; (ii) may be granted for
Available Shares which become exercisable in excess of the limits contained in
Subsection 5(b); and (iii) shall not be subject to Section 10 hereof. If both
Incentive Stock Options and Nonqualified Stock Options are granted to an
Optionee, the right to exercise, to the full extent thereof, Options of either
type shall not be contingent in whole or in part upon the exercise of, or
failure to exercise, Options of the other type.
7
12. Restricted Share Awards.
(a) Each Restricted Share Award shall be evidenced by an agreement that
may contain any provisions selected by the Committee, including, without
limitation, a provision allowing the Holder, prior to the date on which the
Restrictions lapse with respect to the Restricted Shares of reference, or within
a period of 10 days after such lapse where such lapse is accelerated, to elect
to receive cash in an amount equal to the Fair Market Value of some or all of
the Restricted Shares on the date the Restrictions with respect to such
Restricted Shares lapse, in lieu of retaining the corresponding formerly
Restricted Shares. As a condition to the grant of a Restricted Share Award, the
Committee shall require the Eligible Person receiving the Restricted Share Award
to pay at least an amount equal to the par value of the Restricted Shares
granted under such Restricted Share Award, and such Restricted Share Award shall
automatically terminate if such payment is not received within 30 days following
the Date of Grant. Except as otherwise provided in the express terms and
conditions of each Restricted Share Award, the Eligible Person receiving the
Restricted Share Award shall have all of the rights of a shareholder with
respect to such Restricted Shares including, but not limited to, voting rights
and the right to receive any dividends paid, subject only to the retention
provisions of the Restricted Share Distributions.
(b) The Restrictions on Restricted Shares shall lapse in whole, or in
installments, over whatever Restricted Period shall be selected by the
Committee; provided, however, that a complete lapse of Restrictions always shall
occur on or before the 10th anniversary of the Date of Grant.
(c) The Committee, in its sole discretion, may accelerate the date on
which Restrictions lapse with respect to any Restricted Shares.
(d) During the Restricted Period, the certificates representing the
Restricted Shares, and any Restricted Share Distributions, shall be registered
in the Holder's name and bear a restrictive legend disclosing the Restrictions,
the existence of the Plan, and the existence of the applicable agreement
granting such Restricted Share Award. At the direction of the Committee, such
certificates shall be deposited by the Holder with the Company, together with
stock powers or other instruments of assignment, each endorsed in blank, which
will permit the transfer to the Company of all or any portion of the Restricted
Shares, and any assets constituting Restricted Share Distributions, which shall
be forfeited in accordance with the applicable agreement granting such
Restricted Share Award; and provided, further, that any Restricted Share
Distributions shall not bear interest or be segregated into a separate account
but shall remain a general asset of the Company, subject to the claims of the
Company's creditors, until the conclusion of the applicable Restricted Period.
13. Performance Awards.
(a) The Committee may grant Performance Awards, which may in the sole
discretion of the Committee represent a Share or be related to the increase in
value of a Share,
8
contingent on the Company's achievement of the specified performance measures
during the Performance Period. The Committee shall establish the performance
measures for each Performance Period, and such performance measures, and the
duration of any Performance Period, may differ with respect to each Eligible
Person who receives a Performance Award, or with respect to separate Performance
Awards issued to the same Eligible Person. The performance measures, the medium
of payment, the Performance Period(s) and any other conditions to the Company's
obligation to pay such Performance Award in full or in part, shall be set forth
in the written agreement evidencing each Performance Award.
(b) The Committee shall determine the manner and medium of payment of each
Performance Award, which manner may include immediate or deferred payment, and
which medium may include cash, Shares (including, without limitation, Available
Shares), Restricted Shares (but only if expressly provided for in the agreement
evidencing the Performance Award), or any combination thereof as the Committee
shall select.
(c) Unless otherwise expressly provided in the agreement evidencing the
Performance Award, the Holder of the Performance Award must remain employed by
the Company until the end of the Performance Period in order to be entitled to
any payment under such Performance Award; provided, however, that the Committee
expressly may provide in the agreement granting such Performance Award that such
Holder may become entitled to a specified portion of the amount earned under
such Performance Award based on one or more specified period(s) of time between
the Date of Grant of such Performance Award and such Holder's termination of
employment by the Company prior to the end of the Performance Period.
14. Acceleration on Change in Control.
(a) InExcept to the extent limited in subsection(b), in the event of a
Changechange in Control, each Option granted undercontrol of the PlanCompany (as hereafter defined) all Awards shall become
fully Vested.
(b) For purposes hereof, a "Changeexercisable, nonforfeitable, or the Restricted Period shall terminate, as
the case may be (hereafter, in Control"this Section 14, such Award shall be
"accelerated") As used herein, the term "change in control of the Company" shall
be deemed to have occurred asif (i) any "person" (as such term is used in Sections
13(d) and 14(b)(2) of the date on which an event described in any one or more of the
following paragraphs shall have occurred:
(i) any Person is or1934 Act) becomes the Beneficial Owner,beneficial owner, directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the
Company or its Affiliates) representing 30% orof more of the
combined voting power of the Company's then outstanding securities, excluding(ii) during
any Personperiod of 12 months, individuals who becomesat the beginning of such a Beneficial Owner in connection with a transaction
described in clause (I)period
constitute the Board of paragraph (iii) below; or
(ii)Directors of the following individualsCompany cease for any reason to
constitute a majority of the number of directors then serving: individuals who, on
January 27, 1998 constitute the Board and any new director (other than a
director whose initial assumption of office is in connection with an actual
or threatened election contest, including but not limited to a consent
solicitation, relating tothereof unless the election, of directors ofor the Company) whose
appointment or election by the Board or nomination for
election by the Company's stockholdersshareholders, of each new director was approved or recommended by a
vote of at least two-thirds ( 2/3)a majority of the directors then still in office who either were
directors at the beginning of the period or (iii) a person (as defined in clause
(i) above) acquires (or, during the 12-month period ending on January 27, 1998the date of the
most recent acquisition by such person or whose appointment, election or nomination
for election was previously so approved or recommended; or
B-4
(iii) there is consummated a merger or consolidationgroup of persons, has acquired), gross
assets of the Company that have an aggregate fair market value greater than or
any direct or indirect subsidiaryequal to 50% of the Company with any other
corporation, other than (I) a merger or consolidation which would result in
the voting securitiesfair market value of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or any parent thereof) at least 60% of the combined voting power of
the securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation or (II)
a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company (not
including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates other than
in connection with the acquisition by the Company or its Affiliates of a
business) representing 30% or more of the combined voting power of the
Company's then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or
substantially all of the Company'sgross assets other than a sale or disposition
by the Company of all or substantially all of the Company's assets to an
entity, at least 60% of the combined voting power of the voting securities
of which are owned by stockholders of the Company in substantially the same
proportions as their ownership of the Company
immediately prior to such sale.
(v) For purposes hereof:
"AFFILIATE" shall haveacquisition or acquisitions.
9
(b) Notwithstanding any provisions hereof to the meaning set forth in Rule 12b-2
promulgatedcontrary, if an Award is
accelerated under Section 12Subsection 14(a), the only portion of the Exchange Act.
"BENEFICIAL OWNER" shallAward which will be
accelerated is the portion which can be accelerated without causing the Holder
to have the meaning set forth in Rule 13d-3an "excess parachute payment" as determined under the Exchange Act.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
"PERSON" shall have the meaning given in Section 3(a)(9)section 280G of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (I) the Company or any of its
subsidiaries, (II) a trustee or other fiduciary holding securities
under an employee benefit planCode, determined by first taking into account all of the Company or anyHolder's "parachute
payments" determined under section 280G of its Affiliates,
(III) an underwriter temporarily holding securities pursuant to an
offering of such securities or (IV) a corporation owned, directly or
indirectly,the Code from other sources, and then
the acceleration hereunder, all as reasonably determined by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company.
11.Committee.
15. Adjustment of Available Shares.
(a) If at any time while the Plan is in effect or OptionsAwards with respect to
Available Shares are outstanding, there shall be any increase or decrease in the
number of issued and outstanding Shares through the declaration of a stock
dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of Shares, then and in such event:
(a)(i) appropriate adjustment shall be made in (i) the maximum number of
Available Shares which may be granted under SECTIONSection 3, and in the
Available Shares which are then subject to each Option,Award, so that the same
proportion of the Company'sParent's issued and outstanding Shares shall continue to
be subject to grant under SECTIONSection 3, and to such Option,Award, and
(ii) the Performance
Targets specified in Section 8, so as to reasonably correlate the
Performance Targets to any increase or decrease in Available Shares which
are then subject to each Option.
(b) in addition, and without limitation, in the case of each OptionAward
(including, without limitation, Options) which requires the payment of
consideration by the OptioneeHolder in order to acquire Shares, an appropriate
adjustment shall be made in the consideration (including, without
limitation the Option PricePrice) required to be paid to acquire the each
Share, so that (i) the aggregate consideration to acquire all of the
Shares subject to the OptionAward remains the same and, (ii) so far as possible
(and without disqualifying an Incentive Stock Option) as reasonably
determined by the Committee in its sole discretion, the adjusted cost of
acquiring each Share shall be a uniform amount.
(b) The Committee may change the terms of Options outstanding under this
Plan, with respect to the Option Price or the number of Available Shares subject
to the Options, or both, when, in the Committee's judgment, such adjustments
become appropriate by reason of a corporate transaction (as defined in Treasury
Regulation ss. 1.425-1(a)(1)(ii)); provided, however, that if by reason of such
corporate transaction an Incentive Stock Option remainsis assumed or a new option is
substituted therefore, the same;Committee may only change the terms of such Incentive
Stock Option such that (i) the excess of the aggregate Fair Market Value of the
shares subject to option immediately after the substitution or assumption, over
the aggregate option price of such shares, is not more than the excess of the
aggregate Fair Market Value of all Available Shares subject to the Option
immediately before such substitution or assumption over the aggregate Option
Price of such Available Shares, and (ii) the new option, or the assumption of
the old Incentive Stock Option does not give the Optionee additional benefits
which he did not have under the old Incentive Stock Option.
10
(c) ExceptWithout limitation, except as otherwise expressly provided herein, the
issuance by the CompanyParent of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class, either in
connection with direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares B-5
or obligations of the CompanyParent
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to Available Shares
subject to OptionsAwards granted under the Plan; andPlan.
(d) Without limiting the generality of the foregoing, the existence of
outstanding OptionsAwards with respect to Available Shares granted under the Plan shall
not affect in any manner the right or power of the CompanyParent to make, authorize or
consummate (1) any or all adjustments, recapitalization,recapitalizations, reorganizations or
other changes in the Company'sParent's capital structure or its business; (2) any merger
or consolidation of the Company;Parent; (3) any issue by the CompanyParent of debt securities,
or preferred or preference stock which would rank above the Available Shares
subject to outstanding Options;Awards; (4) the dissolution or liquidation of the Company;Parent;
(5) any sale, transfer or assignment of all or any part of the assets or
business of the Company; or (6) any other corporate act or proceeding, whether
of a similar character or otherwise.
12.16. Transferability of Options.Awards. Each OptionAward shall provide that such Award
shall not be transferable by the Optionee (a)Holder otherwise than by will or the laws of
descent and distribution, or, if so provided in the Award, (a) that such Award
is transferable, in whole or in part, without payment of consideration, (b) to
immediate family members of the Optionee, (c)Holder, to trusts for such family members, (d)or to
partnerships whose only partners are such family members, or (e) except as prohibited by Rule
16b-3,(b) to a person or
other entity for which the OptioneeHolder is entitled to a deduction for a "charitable
contribution" under Section 170(a)(i) of the Code (provided, in each transfer described in (b) through (e),such case
that no further transfer by any such permitted transferee(s) shall be permitted); provided,
further, that in the case of a transfer described in any of (b) through (e),
the exercise of the Option will remain the power and responsibility of the
Optionee and that so long as the Optionee lives, only such Optionee (even if
pursuant to the legal direction of the person to whom a charitable
contribution has been made) or his guardian or legal representative shall have
the rights set forth in such Option. Any attempted assignment, transfer,
pledge, hypothecation, or other disposition of an Option contrary to the
provisions hereof, or the levy of any execution, attachment, or similar
process upon an Option shall be null and void and without effect.
13.
17. Issuance of Shares. No OptioneeHolder or other person shall be, or have any of
the rights or privileges of, the owner of Shares subject to an OptionAward unless and
until certificates representing such Shares shall have been issued and delivered
to such OptioneeHolder or other person. As a condition of any issuance of Shares, the
Committee may obtain such agreements or undertakings, if any, as the Committee
may deem necessary or advisable to assure compliance with any such law or
regulation including, but not limited to, the following:
(a)(i) a representation, warranty or agreement by the Optioneeperson Holder
such Shares to the Parent, at the time any Shares are transferred, that he
is acquiring the Shares to be issued to him for investment and not with a
view to, or for sale in connection with, the distribution of any such
Shares; and
(b)(ii) a representation, warranty or agreement to be bound by any
legends that are, in the opinion of the Committee, necessary or
appropriate to comply with the provisions of any securities law deemed by
the Committee to be applicable to the issuance of the Shares and are
endorsed upon the Share certificates.
11
Share certificates issued to the OptioneeHolder receiving such Shares who are
parties to any shareholders agreement or any similar agreement shall bear the
legends contained in such agreements. Notwithstanding any provision hereof to
the contrary, no Shares shall be required to be issued with respect to an OptionAward
unless counsel for the CompanyParent shall be reasonably satisfied that such issuance
will be in compliance with applicable Federal or state securities laws.
14. Administration.18. Stock Appreciation Rights and Limited Stock Appreciation Rights.
(a) The Committee shall have authority to grant a SAR, or to grant a
Limited SAR with respect to all or some of the Available Shares covered by any
Option ("Related Option"), or with respect to, or as some or all of, a
Performance Award ("Related Performance Award") A SAR or Limited SAR granted
with respect to an Incentive Stock Option must be granted together with the
Related Option. A SAR or Limited SAR granted with respect to a Related
Nonqualified Stock Option or a Performance Award, may be granted on or after the
Date of Grant of such Related Option or Related Performance Award.
(b) For the purposes of this Section 18, the following definitions shall
apply:
(i) The term "Offer" shall mean any tender offer or exchange offer
for thirty percent (30%) or more of the outstanding Shares of the Parent,
other than one made by the Parent; provided that the corporation, person
or other entity making the Offer acquires Shares pursuant to such Offer.
(ii) The term "Offer Price Per Share" shall mean the highest price
per Share paid in any Offer which is in effect at any time during the
period beginning on the sixtieth (60th) day prior to the date on which a
Limited SAR is exercised and ending on the date on which the Limited SAR
is exercised. Any securities or properties which are a part or all of the
consideration paid or to be paid for Shares in the Offer shall be valued
in determining the Offer Price Per Share at the higher of (1) the
valuation placed on such securities or properties by the person making
such Offer, or (2) the valuation placed on such securities or properties
by the Committee.
(iii) The term "Limited SAR" shall mean a right granted under this
Plan with respect to a Related Option or Related Performance Award, that
shall entitle the Holder to an amount in cash equal to the Offer Spread in
the event an Offer is made.
(iv) The term "Offer Spread" shall mean, with respect to each
Limited SAR, an amount equal to the product of (1) the excess of (A) the
Offer Price Per Share immediately preceding the date of exercise over (B)
(x) if the Limited SAR is granted in tandem with an Option, then the
Option Price per Share of the Related Option, or (y) if the Limited SAR is
issued with respect to a Performance Award, the Agreed Price under the
Related Performance Award, multiplied by (2) the number of Available
Shares with respect to which such Limited SAR is being exercised;
provided, however, that with respect to any Limited SAR granted in tandem
with an Incentive Stock Op-
12
tion, in no event shall the Offer Spread exceed the amount permitted to
be treated as the Offer Spread under applicable Treasury Regulations or
other legal authority without disqualifying the Option as an Incentive
Stock Option.
(v) The term "SAR" shall mean a right granted under this Plan,
including, without limitation, a right granted in tandem with an Award,
that shall entitle the Holder thereof to an amount in cash equal to the
Spread.
(vi) The term "SAR Spread" shall mean with respect to each SAR an
amount equal to the product of (1) the excess of (A) the Fair Market Value
per Share on the date of exercise over (B) (x) if the SAR is granted in
tandem with an Option, then the Option Price per Share of the Related
Option, (y) if the SAR is granted in tandem with a Performance Award, the
Agreed Price under the Related Performance Award, or (z) if the SAR is
granted by itself with respect to a designated number of Available Shares,
then whichever of the FMV of the Available Shares on the Date of Grant, or
the Agreed Price, shall be designated in the SAR agreement, in each case
multiplied by (2) the number of Available Shares with respect to which
such SAR is being exercised; provided, however, that with respect to any
SAR granted in tandem with an Incentive Stock Option, in no event shall
the SAR Spread exceed the amount permitted to be treated as the SAR Spread
under applicable Treasury Regulations or other legal authority without
disqualifying the Option as an Incentive Stock Option.
(c) To exercise the SAR or Limited SAR, the Holder shall:
(i) Give written notice thereof to the Company, specifying the SAR
or Limited SAR being exercised and the number or Available Shares with
respect to which such SAR or Limited SAR is being exercised, and
(ii) If requested by the Company, deliver within a reasonable time
the agreement evidencing the SAR or Limited SAR being exercised, and the
Related Option agreement, or Related Performance Award agreement, to the
Secretary of the Company who shall endorse or cause to be endorsed thereon
a notation of such exercise and return all agreements to the Holder.
(d) As soon as practicable after the exercise of a SAR or Limited SAR, the
Company shall pay to the Holder (i) cash, (ii) at the request of the Holder and
the approval of the Committee, or in accordance with the terms of the Award,
Shares, or (iii) a combination of cash and Shares, having a Fair Market Value
equal to either the SAR Spread, or to the Offer Spread, as the case may be;
provided, however, that the Company may, in its sole discretion, withhold from
such payment any amount necessary to satisfy the Company's obligation for
federal and state withholding taxes with respect to such exercise.
(e) A SAR or Limited SAR may be exercised only if and to the extent that
it is permitted under the terms of the Award which, in the case of a Related
Option, shall be only
13
when such Related Option is eligible to be exercised; provided, however, a
Limited SAR may be exercised only during the period beginning on the first day
following the date of expiration of the Offer and ending on the thirtieth (30th)
day following such date.
(f) Upon the exercise of a SAR or Limited SAR, and without limiting the
generality of Section 3, the Available Shares under the Related Option or
Related Performance Award to which such exercised SAR or Limited SAR relate
shall never again be Available Shares.
(g) Upon the exercise or termination of a Related Option, or the payment
or termination of a Related Performance Award, the SAR or Limited SAR with
respect to such Related Option or Related Performance Award likewise shall
terminate.
(h) A SAR or Limited SAR shall be transferable only to the extent, if any,
that the Related Award is transferable, and under the same conditions.
(i) A SAR or Limited SAR granted with respect to an Incentive Stock Option
may be exercised only when the Fair Market Value of the Available Shares exceeds
the Option Price.
(j) Each SAR or Limited SAR shall be on such terms and conditions not
inconsistent with this Plan as the Committee may determine and shall be
evidenced by a written agreement.
(k) The Holder shall have no rights as a stockholder with respect to the
related Available Shares as a result of the grant of a SAR or Limited SAR.
19. Administration of the Plan.
(a) The Plan shall be administered by the Committee.
(a) Committee Meetings. Any and, all determinations and interpretations ofexcept for the
powers reserved to the Board in Section 23 hereof, the Committee shall be made either (w) by a majority votehave all
of the Committee
members at a meeting duly called, or (x) without a meeting, by the written
approval of all members of the Committee.administrative powers under Plan.
(b) Powers of the Committee. Subject to the provisions of the Plan, theThe Committee, from time to time, may adopt rules and regulations for
carrying out the purposes of the Plan. ThePlan and, without limitation, may delegate all
of what, in its sole discretion, it determines to be ministerial duties to an
officer of the Parent. Without limitation, the determinations under, and the
interpretations of, any provision of the Plan or an OptionAward by the Committee
shall, in all cases, be in its sole B-6
discretion, and shall be final and
conclusive.
Without limiting the generality
of the foregoing, the Committee, in its sole discretion, shall have the
authority: to (i) conclusively interpret the Plan provisions; (ii) prescribe,
amend(c) Any and rescind rules and regulations relating to the Plan and make
individual decisions as questions arise, including, without limitation, the
acceleration of the Vesting date, or both; (iii) rely upon employees of the
Company for such clerical and record-keeping duties as may be necessary in
connection with the administration of the Plan; and (iv) make all other
determinations and take all other actions necessary or advisable for the
administration of the Plan.
(c) Effect of Committee's Decision. All decisions, determinations and interpretations of the Committee shall
be made either (i) by a majority vote of the members of the Committee at a
meeting duly called, with at least 3 days prior notice and a general explanation
of the subject matter given to each member, or (ii) without a meeting, by the
written approval of all members of the Committee.
14
(d) Subject to the express provisions of this Plan, the Committee shall
have the authority, in its sole and absolute discretion (i) to adopt, amend, and
rescind administrative and interpretive rules and regulations relating to this
Plan or any Options; (ii) as provided in the Subsection 9(a) and (b), upon the
occurrence of certain events, to make appropriate adjustments to the Option
Price and number of Shares subject to this Plan and Option; and (iii) to make
all other determinations and perform all other acts necessary or advisable for
administering this Plan, including the delegation of such ministerial acts and
responsibilities as the Committee deems appropriate. The Committee may correct
any defect or supply any omission or reconcile any inconsistency in this Plan or
any Option in the manner and to the extent it shall deem expedient to carry it
into effect, and it shall be the sole and final and binding on all Optioneesjudge of any Options granted under the Plan.
(d) Indemnification.such expediency.
(e) No member of the Committee shall be liable for any action taken or
omitted to be taken by him or by any other member of the Committee with respect
to the Plan, and to the extent of liabilities not otherwise insured under a
policy purchased by the Company, the Company does hereby indemnify and agree to
defend and save harmless any member of the Committee with respect to any
liabilities asserted or incurred in connection with the exercise and performance
of their powers and duties hereunder, unless such liabilities are judicially
determined to have arisen out of such member's gross negligence, fraud or bad
faith. Such indemnification shall include attorney's fees and all other costs
and expenses reasonably incurred in defense of any action arising from such act
of commission or omission. Nothing herein shall be deemed to limit the Company's
ability to insure itself with respect to its obligations hereunder.
15.20. Tax Withholding. On or immediately prior to the date on which a
payment is made to a Holder hereunder or, if earlier, the date on which an
Optionamount is exercised,required to be included in the Optioneeincome of the Holder as a result of an
Award, the Holder shall be required to pay to the Company in cash, or at the
sole discretion of the Committee, or as provided in the Award, in Shares
(including, but not limited to, the reservation to the Company of the requisite
number of Available Shares otherwise payable to such OptioneeHolder with respect to such
Option)Award) the amount which the Company reasonably determines to be necessaryappropriate in
order forto reimburse the Company to comply withfor applicable federal or state tax withholding
requirements, and the collection of employment taxes, if applicable; provided
further, that, where Shares are used to satisfy such withholding, the Committee may require thatwithholding will be
limited to the minimum amount, as determined by the Company, necessary to
satisfy such payment be made in cash.
16.withholding requirements and employment taxes.
21. Interpretation.
(a) If any provision of thethis Plan, or any Award, is held to be illegal or
invalid for any reason, such holdingthe illegality or invalidity shall not affect the
remaining provisions hereof,of this Plan or any Award, but insteadsuch provision shall be
fully severable, and the Plan or Award, as applicable, shall be construed and
enforced as if suchthe illegal or invalid provision had never been included in the
Plan.
(a)Plan or Award, as applicable.
15
(b) THIS PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
(b)(c) Headings contained in this Agreement are for convenience only and
shall in no manner be construed as part of this Plan.
(c)(d) Any reference to the masculine, feminine, or neuter gender shall be a
reference to such other gender as is appropriate.
17.22. Miscellaneous.
(a) The proceeds received by the Company from the sale of Shares pursuant
to an Option shall be used for general corporate purposes.
(b) Neither the Board, the Committee, nor the Company guarantees Shares
from loss or depreciation.
(c) Records of the Company shall be conclusive for all purposes under this
Plan or any Award, unless determined by the Committee to be incorrect.
(d) The Company shall, upon request or as may be specifically required
under this Plan or any Award, furnish or cause to be furnished all of the
information or documentation that is necessary or required by the Committee to
perform its duties and functions under this Plan or any Award.
(e) The Company assumes no liability to any Holder or his legal
representatives, heirs, legatees or distributees for any act of, or failure to
act on the part of, the Committee.
(f) Whenever any notice is required or permitted under this Plan, such
notice must be in writing and personally delivered or sent by mail or delivery
by a nationally recognized courier service. Any notice required or permitted to
be delivered under this Plan shall be deemed to be delivered on the date on
which it is personally delivered, or, if mailed, whether actually received or
not, on the third Business Day after it is deposited in the United States mail,
certified or registered, postage prepaid, addressed to the person who is to
receive it at the address that such person has previously specified in
accordance with this subsection, or, if by courier, seventy-two (72) hours after
it is sent, addressed as described in this subsection. The Company or the Holder
may change, at any time and from time to time, by written notice to the other,
the address that it or he had previously specified for receiving notices. Until
changed in accordance with this Plan, the Company and the Holder shall be deemed
to have specified as its and his address for receiving notices, as to the
Company, the principal executive offices of the Company and, as to the Holder,
the most current address of the Holder set forth in the Company's employment
records.
16
(g) This Plan shall be binding upon the Holder, his legal representatives,
heirs, legatees and distributees; upon the Company, its successors, and assigns;
and upon the Board and its successors.
23. Amendment and Discontinuation of the Plan. The Board, or the Committee
(subject to the prior written authorization of the Board), may from time to time
amend or terminate the Plan or any Option;Award; provided, however, that (except to the extent
provided in SECTION 11 hereof)Section 15) no such amendment may, without approval by the
shareholders of the Company, (A)Parent, (a) increase the number of Available Shares or
change the class of Eligible Persons, (B)(b) permit the granting of OptionsAwards which
expire beyond the maximum 10-year period described in SUBSECTION 9(A)(V)Subsection 9(a)(ii), or
(C)(c) extend the termination date of the Plan as set forth in SECTION 18;Section 25; and
provided, further, that (except to the extent provided in SUBSECTION 9(B)Subsections 8(b) and
9(b) hereof) no amendment or terminationsuspension of the Plan or any OptionAward issued
hereunder shall, except as specifically permitted in any Option,Award, substantially
impair any OptionAward previously granted to any OptioneeHolder without the consent of such
Optionee.
B-7
18.Holder.
24. Section 83(b) Election. If as a result of receiving an Award, a Holder
receives Restricted Shares subject to a "substantial risk of forfeiture", then
such Holder may elect under section 83(b) of the Code to include in his gross
income, for his taxable year in which the Restricted Shares are transferred to
him, the excess of the Fair Market Value (determined without regard to any
Restriction other than one which by its terms will never lapse), of such
Restricted Shares at the Date of Grant, over the amount paid for the Restricted
Shares. If the Holder makes the section 83(b) election described above, the
Holder (i) shall make such election in a manner that is satisfactory to the
Committee, (ii) shall provide the Committee with a copy of such election, (iii)
agrees to promptly notify the Company if any Internal Revenue Service or state
tax agent, on audit or otherwise, questions the validity or correctness of such
election or of the amount of income reportable on account of such election, and
(iv) agrees to comply with the provision of Section 20 to the extent the
Committee may reasonably require in its sole and absolute discretion.
25. Effective Date and Termination Date. The Plan shall beis effective ason its
Effective Date; provided, however, if the Plan is not approved by a majority of
the stockholders, present and voting at a duly called meeting, on or before the
first anniversary of its Effective Date, each Incentive Stock Option granted
pursuant to the Plan shall be deemed to be a Nonqualified Stock Option; and no
further Options shall be granted hereunder subsequent to the earlier of such
first anniversary of the Effective Date or the date of such stockholder meeting.
Unless terminated earlier, the Plan automatically shall terminate on January 26, 2005.October 31,
2002.
AmeriCredit Corp.
_____________________________________
B-8----------------------------------------
- --------------------------------------------------------------------------------
AMERICREDIT CORP.
200 BAILEY AVENUE801 CHERRY STREET, SUITE 3900
FORT WORTH, TEXAS 7610776102
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Clifton H. Morris, Jr., Michael R.
Barrington and Daniel E. Berce, and each of them, as proxies, each with the
power to appoint his substitute, and hereby authorizes them to represent and
vote, as designated on the reverse side, all of the shares of the common stock
of AmeriCredit Corp. (the "Company"), held of record by the undersigned on
September 11, 1998,15, 2000, at the Annual Meeting of Shareholders of the Company to be
held on November 4, 1998,7, 2000, and any adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED AND DATED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES UNDER PROPOSAL 1, "FOR"
PROPOSAL 2, "FOR" PROPOSAL 3, "FOR" PROPOSAL 4, AND THE PROXIES WILL USE THEIR DISCRETION WITH
RESPECT TO ANY MATTERS REFERRED TO IN PROPOSAL 5.4.
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
- --------------------------------------------------------------------------------
Please mark
your votes as [X]
indicated in
this example
Proposal to elect as Directors of the Company the following persons to hold
office until the next annual electionmeeting of Directors by the shareholders in 2003 or until their
successors have been duly elected and have qualified.
FOR all nominees |_| WITHHOLD AUTHORITY to vote |_|
listed below [ ] for all nominees listed below
[ ]
Nominees: Clifton H. Morris, Jr., Michael R. Barrington, Daniel E. Berce, Edward H. Eastman, A.R. Dike, Douglas K. Higgins,M. Esslman, James H. Greer Kenneth H. Jones, Jr.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
------------------------------------------------------------------------- --------------------------------------------------------------------------------
Proposal to amendapprove the 3. Proposal to adopt the 1998
AmeriCredit Corp. Employee2000 Limited Stock OptionOmnibus and Incentive Plan Stock Purchase Plan. Forfor AmeriCredit
Corp.
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ]
4.|_| |_| |_|
3. Proposal to ratify the appointment of PricewaterhouseCoopers as
accountants for the fiscal year ending June 30, 1999.2001.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5.|_| |_| |_|
4. In their discretion, the proxies are authorized to vote upon such other
business as may properlypre???? come before the meeting.
(Please sign exactly as name appears
hereon. Proxies should be dated when
signed. When shares are held by joint
tenants, both should sign. When signing
as attorney, as executor, administrator,
trustee or guardian, please give full
title as such. Only authorized officers
should sign for a corporation. If shares
are registered in more than one name,
each joint owner should sign.)
Dated: , 1998
--------------------------
---------------------------------------____________________________, 2000
_________________________________________
Signature
---------------------------------------_________________________________________
Signature if held jointly
PLEASEEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^