SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATIONProxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
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AMERICREDIT [LOGO]
| [X] [ ] (1) | No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. Title of each class of securities to which transaction applies: |
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| [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
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| (3) | Filing party: |
| (4) | Date filed: |
801 Cherry Street, Suite 3900
Fort Worth, Texas 76102
----------------
Dear AmeriCredit Shareholder:
On Tuesday, November 7, 2000,6, 2001, AmeriCredit Corp. will hold its 20002001 Annual Meeting of Shareholders at the Fort Worth Club, 306 West Seventh Street, Fort Worth, Texas. The meeting will begin at 10:00 a.m.
Only shareholders who owned stock at the close of business on Friday,Thursday, September 15, 200020, 2001 can vote at this meeting or any adjournments that may take place. At the meeting 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.
| 1. | Elect three members of the Board of Directors to terms expiring in 2004; |
| 2. | Consider and vote upon the proposal to amend AmeriCredit's Articles of Incorporation to increase the authorized number of shares of Common Stock from 120,000,000 to 230,000,000; |
| 3. | Consider and vote upon the proposal to amend AmeriCredit's Employee Stock Purchase Plan to increase the number of shares of Common Stock reserved under the Purchase Plan from 2,000,000 to 3,000,000; |
| 4. | Approve the appointment of our independent auditors for fiscal 2002; and |
| 5. | 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 20002001 business results and other matters of interest to shareholders.
The approximate date of mailing for the Proxy Statement, proxy card and AmeriCredit's 20002001 Annual Report is September 27, 2000.26, 2001.
We hope you can attend on November 7.the Annual Meeting. Whether or not you can attend, pleaseread the enclosed Proxy Statement. When you have done so, pleasemark your votes on the enclosed proxy card,sign and date the proxy card, andreturn it to us in the enclosed envelope. Your vote is important, so please return your proxy card promptly.
Sincerely,
Chris A. Choate
Secretary
September 25, 2000
| Sincerely, Chris A. Choate Secretary September 21, 2001 |
| September 21, 2001 |
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 20002001 Annual Meeting of Shareholders of AmeriCredit (the "Annual Meeting") to be held on November 7, 2000,6, 2001, 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.
The principal executive offices of AmeriCredit are located at 801 Cherry Street, Suite 3900, Fort Worth, Texas 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 27, 2000.26, 2001. AmeriCredit's Annual Report covering the Company's fiscal year ended June 30, 20002001 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
InvestorGeorgeson Shareholder Communications, Inc. ("CIC"GSC") to assist in the solicitation of proxies from shareholders and will pay CICGSC a fee of approximately $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.
At the Annual Meeting, the shareholders of AmeriCredit will consider and vote on the following matters:
1. The election of three (3) directors to terms of office expiring
at the annual meeting of shareholders in 2003, or until their successors
are elected and qualified;
2. The approval of the 2000 Limited Omnibus and Incentive Plan for
AmeriCredit 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, 2001; and
4. The transaction of such other business that may properly come
before the Annual Meeting or any adjournments thereof.
| 1. The election of three (3) directors to terms of office expiring at the annual meeting of shareholders in 2004, or until their successors are elected and qualified; |
| 2. The approval of the proposal to amend to the Company's Articles of Incorporation to increase the authorized number of shares of Common Stock from 120,000,000 to 230,000,000; |
| 3. The approval of the proposal to amend the Company's Employee Stock Purchase Plan (the "Purchase Plan") to increase the number of shares of the Company's Common Stock reserved under the Purchase Plan from 2,000,000 to 3,000,000; |
| 4. 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, 2002; and |
| 5. The transaction of such other business that may properly come before the Annual Meeting or any adjournments thereof. |
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 15,
200020, 2001 (the "Record Date"). On the Record Date, there were 77,772,43484,339,085 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 represented at the Annual Meeting is required for the approval of the 2000 Limited Omnibus and Incentiveamendment to the Purchase Plan for 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, 2001.2002. Approval of the amendment to the Company's Articles of Incorporation to increase the authorized number of shares of Common Stock from 120,000,000 to 230,000,000 requires the affirmative vote of at least two-thirds of the outstanding shares entitled to vote.
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 except that a broker non-vote will have the same effect as a "no" vote on the proposed amendment to the Articles of Incorporation since adoption of such amendment requires at least two-thirds of the outstanding shares entitled to 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
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-Summary Compensation Table" on page 8 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 Owned Beneficially (1) | Percent of Class Owned Beneficially (1) | |||||
|---|---|---|---|---|---|---|
| Liberty Wanger Asset Management, L.P. | 5,916,900 | (2) | 7.02% | |||
| Clifton H. Morris, Jr | 2,349,610 | (3) | 2.74% | |||
| Michael R. Barrington | 1,061,746 | (4) | 1.24% | |||
| Daniel E. Berce | 1,657,865 | (5) | 1.93% | |||
| Edward H. Esstman | 875,426 | (6) | 1.03% | |||
| A. R. Dike | 115,000 | (7) | * | |||
| James H. Greer | 528,908 | (8) | * | |||
| Douglas K. Higgins | 266,000 | (9) | * | |||
| Kenneth H. Jones, Jr | 215,000 | (10) | * | |||
| Michael T. Miller | 130,316 | (11) | * | |||
| All Present Executive Officers and Directors as a Group | ||||||
| (16 Persons) (3)(4)(5)(6)(7)(8)(9)(10)(11) | 7,702,599 | 8.55% | ||||
* 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 |
| (2) | Liberty Wanger Asset Management, L.P. |
| (3) | This amount includes 1,436,000 shares subject to stock options that are currently exercisable or exercisable within 60 days. This amount also includes 76,272 shares of Common Stock in the name of Sheridan C. Morris, |
| (4) | This amount includes 951,000 shares subject to stock options that are currently exercisable or exercisable within 60 days. |
| (5) | This amount includes 1,536,000 shares subject to stock options that are currently exercisable or exercisable within 60 days. |
| (6) | This amount includes 792,000 shares subject to stock options that are currently exercisable or exercisable within 60 days. |
| (7) | The amount includes 60,000 shares subject to stock options that are currently exercisable or exercisable within 60 days. This amount also includes 7,000 shares of Common Stock held in the name of Sara B. Dike, |
| (8) | This amount includes 200,000 shares subject to stock options that are currently exercisable or exercisable within 60 days. This amount does not include 39,212 shares of Common Stock held by Mr. Greer's wife as separate property, as to which Mr. Greer |
| (9) | This amount includes 120,000 shares subject to stock options that are currently exercisable or exercisable within 60 days. This amount does not include 34,000 shares held in trust for the benefit of certain family members of Mr. Higgins, |
| (10) | This amount includes 180,000 shares subject to stock options that are currently exercisable or exercisable within 60 days. |
| (11) | This amount includes 103,680 shares subject to stock options that are currently exercisable or exercisable within 60 days. |
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 Board 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 for the ensuing year at eight (8). At the 20002001 Annual Meeting, three (3) Class III directors shall be elected to serve terms expiring at the 20032004 Annual Meeting. All three (3) nominees are currently members of the Board of Directors.
Vacancies occurring on the Board may be filled by the Board of Directors for the unexpired term of the replacement director's predecessor in office. In order to be elected, each nominee for director must receive at least the number of votes equal to the plurality of the 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 vote the shares represented by such proxy for the election of the following named nominees to the Board of Directors.
MICHAEL R. BARRINGTON, 42, has been a director since 1990. Mr. Barrington has been Vice Chairman, Chief Executive Officer and President since July 2000. Mr. Barrington served as Vice Chairman, President and Chief Operating Officer from November 1996 until July 2000 and was Executive Vice President and Chief Operating Officer from November 1994 until November 1996.
DOUGLAS K. HIGGINS, 51, has been a director since 1996. Mr. Higgins is a private investor and owner of Higgins & Associates and has been in such position since July 1994.
KENNETH H. JONES, JR., 66, has been a director since 1988. Mr. Jones, a private investor, retired as Vice Chairman of KBK Capital Corporation ("KBK"), a publicly held non-bank commercial finance company, in December 1999. Mr. Jones had been Vice 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.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
CONTINUING DIRECTORS:
CLIFTON H. MORRIS, JR., 66, has been a director since 1988. Mr. Morris has been Executive Chairman of the CompanyBoard since July 2000 and served as Chairman of the Board and Chief Executive Officer from May 1988 to July 2000. Mr. Morris also served as President from May 1988 until April 1991 and from April 1992 to November 1996. Mr. Morris is also a director of Service Corporation International, a publicly held company that owns and operates funeral homes and related businesses, and Cash America International, a publicly held pawn brokerage company.
DANIEL E. BERCE, 47, has been a director since 1990. Mr. Berce 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 is also a director of INSpire Insurance Solutions, Inc., a publicly held company which provides policy and claims administration services to the 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,, 60, 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.August 2001. Mr. Esstman wasserved as Executive Vice President, Dealer Services and Chiefco-Chief Operating Officer of AFSIfrom October 2000 to August 2001, Executive Vice President, Dealer Services from October 1999 to October 2000, Executive Vice President, Auto Finance Division from November 1996 until April 2000. Mr. Esstman was Executive Vice
President, Director of Consumer Finance Operations of AFSI from November 1994
until November 1996,to October 1999 and has been a senior executive officer of AFSI since
AFSI's formation in July 1992. Mr. Esstman has also been an Executive Vice
President of the Company since November 1996 and was Senior Vice President and Chief Credit Officer for the Company from November 1994 untilto November 1996.
JAMES H. GREER, 73, has been a director of the Company since 1990. Mr.
Greer 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, a publicly held company which 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.
A. R. DIKE, 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 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.
KENNETH H. JONES, JR., 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, in
December 1999. Mr. Jones had been Vice 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 was
Chairman of the Board of RVAC, Inc., a 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. in December 1995.
A. R. DIKE, 64, has been a director of the Company since 1998. Mr. Dike is the President and Chief Executive Officer of The Dike Company, Inc., a private insurance agency, and has been 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 is also serves ona director of Cash America International.
JAMES H. GREER, 74, has been a director since 1990. Mr. Greer is Chairman of the Board of DirectorsShelton 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 Cash AmericaService Corporation International.
Standing committees of the Board include the Audit Committee, and the Stock Option/Compensation Committee and the Nominating 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, Higgins and Jones. The "Report of the Audit Committee" is contained in this Proxy Statement beginning on page 19.
The Stock Option/Compensation Committee (i) administers the Company's employee stock option and other stock-based compensation plans and reviews and approvesoversees the granting of stock options and (ii) reviews and approves compensation for executive officers. Members consist of Messrs. Dike, Greer, Higgins and Jones.
The Nominating Committee was established in August 2001. The Nominating Committee (i) establishes procedures for the nomination of directors, (ii) recommends to the Board of Directors a slate of nominees for directors to be presented on behalf of the Board for election by shareholders at each Annual Meeting of the Company, (iii) recommends to the Board appropriate nominees to fill Board vacancies and (iv) considers nominees to the Board recommended by shareholders. Shareholders may nominate director nominees for consideration by writing to the Secretary of the Company at 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102 and providing the nominee's name, biographical data and qualifications. In order to be considered by the Nominating Committee, prospective nominee recommendations must be received by the Secretary no later than May 30th of the year in which the Annual Meeting is to be held. Members consist of Messrs. Dike, Greer, Higgins and Jones.
The Board of Directors held five regularly scheduled meetings during the fiscal year ended June 30, 2000.2001. 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
Members of the Board of Directors currently receive a $2,500 quarterly retainer fee and an additional $4,000 fee for attendance at each meeting of the Board. Members of Committees of the Board of Directors are paid $2,000 per quarter for participation in all committee meetings held during that quarter.
At the 19902000 Annual Meeting of Shareholders, the Company adopted the 1990
Stock Option2000 Limited Omnibus and Incentive Plan for Non-Employee Directors of AmeriCredit Corp. (the "1990
Director"2000 Plan"), which provides for grants to the Company's nonemployeeexecutive officers (other than Messrs. Morris, Barrington, Berce and Esstman) and to non-employee directors of nonqualified stock options and reserves, in the aggregate, a total of 1,500,0002,000,000 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
afterOn November 7, 2000, the date of each annual meetingthe Company's 2000 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. 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 3, 1999,Shareholders, options to purchase 20,000 shares of Common Stock were granted under the 1990 Director2000 Plan to each of Messrs. Dike, Greer, Higgins and Jones at an exercise price of $17.81$28.44 per share. The exercise price for the options granted to Messrs. Dike, Greer, Higgins and Jones is equal to the last reported sale price of the Common Stock on the New York Stock Exchange ("NYSE") on the day preceding the date of grant. In April 2000,These options, which have a term of ten years, are fully vested upon the 1990 Director Plan expired by its terms.date of grant, but may not be exercised prior to the expiration of six months after the date of grant.
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 an annual grantsgrant of stock options will be authorized under suchthe 2000 Plan to non-employee directors following the 2001 Annual Meeting of Shareholders in amounts and upon such terms as were previously
authorized underfollowing the 1990 Director Plan.
2000 Annual Meeting of Shareholders.
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.
7
The following sets forth information concerning the compensation of the Company'sCompany’s Chief Executive Officer and each of the other four most highly compensated executive officers of the Company (the "Named“Named Executive Officers"Officers”) for the fiscal years shown.
| Annual Compensation | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Principal Position | Fiscal Year | Salary ($) (1) | Bonus ($) | Long Term Compensation Awards Shares of Common Stock Underlying Stock Options (#) | All Other Compensation ($) (2) | ||||||||
| Clifton H. Morris, Jr | 2001 | 380,000 | 525,000 | — | 82,650 | ||||||||
| Executive Chairman | 2000 | 730,000 | 1,050,000 | — | 79,800 | ||||||||
| 1999 | 574,815 | 823,973 | — | 79,750 | |||||||||
| Michael R. Barrington | 2001 | 680,000 | 975,000 | — | 44,770 | ||||||||
| Vice Chairman, CEO & | 2000 | 630,000 | 900,000 | — | 43,819 | ||||||||
| President | 1999 | 474,815 | 673,973 | — | 44,592 | ||||||||
| Daniel E. Berce | 2001 | 655,000 | 937,500 | — | 47,989 | ||||||||
| Vice Chairman & CFO | 2000 | 630,000 | 900,000 | — | 44,566 | ||||||||
| 1999 | 474,815 | 673,973 | — | 44,370 | |||||||||
| Edward H. Esstman | 2001 | 455,000 | 531,250 | — | 48,805 | ||||||||
| Vice Chairman (3) | 2000 | 430,000 | 500,000 | — | 45,955 | ||||||||
| 1999 | 384,061 | 448,202 | — | 45,905 | |||||||||
| Michael T. Miller | 2001 | 386,849 | 453,973 | 150,000 | 8,208 | ||||||||
| Executive Vice President | 2000 | 325,000 | 325,000 | 40,000 | 5,340 | ||||||||
| & COO | 1999 | 255,000 | 255,000 | 18,400 | 5,278 | ||||||||
| (1) | Includes Board of |
| (2) | The amounts disclosed in this column for fiscal 2001 include: |
| (a) | Company contributions to 401(k) retirement plans on behalf of Messrs. Morris, Berce, Esstman and Miller in the amount of $7,650 and on behalf of Mr. Barrington in the amount of $5,483; |
| (b) | Payment by the Company of premiums for term life insurance on behalf of Mr. Barrington, $1,385; Mr. Berce, $2,120; Mr. Esstman, $3,655; and Mr. Miller, $558; and |
| (c) | Annual |
| (3) | Mr. Esstman resigned as co-Chief Operating Officer as of August 7, 2001, but will continue to serve as Vice Chairman |
The following table shows all individual grants of stock options to the Named Executive Officers of the Company during the fiscal year ended June 30, 2000.
2001.
| Shares of Common Stock Underlying Options Granted (#) | % of Total Options Granted to Employees in Fiscal Year | Exercise Price ($/Sh) | Expiration Date | Grant Date Present Value ($) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Clifton H. Morris, Jr | — | — | — | — | — | ||||||
| Executive Chairman | |||||||||||
| Michael R. Barrington | — | — | — | — | — | ||||||
| Vice Chairman, CEO & | |||||||||||
| President | |||||||||||
| Daniel E. Berce | — | — | — | — | — | ||||||
| Vice Chairman & CFO | |||||||||||
| Edward H. Esstman | — | — | — | — | — | ||||||
| Vice Chairman | |||||||||||
| Michael T. Miller | 150,000 (1) | 6.70 | 28.44 | 11/7/2010 | 2,118,205 | ||||||
| Executive Vice President | |||||||||||
| & COO | |||||||||||
| (1) | The options granted to Mr. Miller, which expire ten years after the grant date, become exercisable 50% on November 7, 2001 and 50% on November 7, 2002. |
| (2) | As suggested by the SEC’s rules on executive compensation disclosure, the Company used the Black-Scholes model of |
Shown below is information with respect to the Named Executive Officers regarding option exercises during the fiscal year ended June 30, 2000,2001, and the value of unexercised options held as of June 30, 2000.
2001.
| Name | Shares Acquired on Exercise (#) | Value Realized ($) (1) | Shares of Common Stock Underlying Unexercised Options at FY-End (#) Exercisable/ Unexercisable | Value of Unexercised In-the-Money Options at ($) (2) FY-End Exercisable/ Unexercisable | |||||
|---|---|---|---|---|---|---|---|---|---|
| Clifton H. Morris, Jr | 1,082,666 | 33,390,403 | 1,452,000/568,000 | 60,407,400/22,691,600 | |||||
| Executive Chairman | |||||||||
| Michael R. Barrington | 450,000 | 13,224,768 | 802,000/568,000 | 32,975,900/22,691,600 | |||||
| Vice Chairman, CEO & | |||||||||
| President | |||||||||
| Daniel E. Berce | 582,214 | 18,660,516 | 968,000/568,000 | 40,271,600/22,691,600 | |||||
| Vice Chairman & CFO | |||||||||
| Edward H. Esstman | 300,000 | 7,867,081 | 594,000/396,000 | 23,730,300/15,820,200 | |||||
| Vice Chairman (3) | |||||||||
| Michael T. Miller | 263,760 | 4,421,040 | 0/385,040 | 0/12,716,328 | |||||
| Executive Vice President | |||||||||
| & COO |
| (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 $51.95 per share of the Company's Common Stock |
| (3) | Mr. Esstman resigned as co-Chief Operating Officer as of August 7, 2001, but will continue to serve as Vice Chairman |
Report of the Compensation Committee on Executive Compensation
During fiscal 2000,2001, the Stock Option/Compensation Committee of the Board of Directors (the "Committee") was comprised of Messrs. 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.
General
The objectives of the Company's compensation strategy have remained
constant since fiscal 1994 and areis 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. The Committee has
not authorized an evaluation of the Company's compensation strategy or levels by
outside consultants since fiscal 1996. However, the Committee has continued to
generally follow the strategies developed in prior periods in conjunction with
the outside consultants.
Components of Compensation of Executive Officers.
Compensation paid to the Company's Named Executive Officers in fiscal 20002001 consisted of the following: base salary and annual bonus. With the exception of Mr. Miller, no stock options or other long-term incentive awards were made to the Company's Named Executive Officers in fiscal 2000.
2001.
Base Salary
Employment agreements have been entered into between the Company and 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.
No base salary increases wereincrease was made during fiscal 20002001 for Messrs. Morris,
Barrington, Berce or Esstman. Mr. Miller received a $70,000 base salary increase
effective July 1, 1999.Morris. Effective July 1, 2000, the Committee authorized base salary increases of $50,000 for Mr. Barrington, $25,000 for Messrs. Berce and Esstman and $35,000 for Mr. Miller. In light ofconnection with his resignation as Chief Executivepromotion to co-Chief Operating Officer, Mr. Morris'Miller received a $40,000 base salary was reduced from $700,000 to $350,000 as of July 1,increase effective October 29, 2000. The increases for Messrs. Barrington, Berce, Esstman and Miller were considered appropriate in light of the continuing growth and financial success of the Company and, in the case of Mr. Barrington,Miller, his promotion to Chief Executiveco-Chief Operating Officer of the Company.
In light of his resignation as co-Chief Operating Officer of the Company, Mr. Esstman's base salary was reduced from $425,000 to $225,000 as of August 7, 2001.
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 2000,2001, the CEO and the other Named Executive Officers received annual incentive awards equal to between 100% and 150% of their base salary. As described in the Company's 19992000 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 2000.2001. 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 Com-
11
pany'sCompany's earnings per share in fiscal 2000,2001, the maximum bonus target was achieved for the CEO and the other Named Executive Officers.
For fiscal 2001,2002, the Committee has approved an incentive plan similar to the plan in effect for fiscal 2000,2001, including the establishment of earnings per share targets and award levels associated with the Company's success in meeting those targets.
Long-Term Incentive
In light of the stock options granted to the Named Executive Officers under the 1998 Limited Stock Option Plan (the "1998 Plan"), approved by shareholders at the 1998 Annual Meeting, no stock option grants were made in fiscal 20002001 to the Named Executive Officers, other than Mr. Miller. In connection with ahis promotion to co-Chief Operating Officer, Mr. Miller was granted a stock option for 40,000150,000 shares on April 24,November 7, 2000 at an exercise price of $18.13$28.44 per share.
As noted in the 1998 Proxy Statement, there will be no further stock-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-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 be 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 (i) August 1, 2003, or(ii) five years from date of hire.hire or (iii) three years from date of promotion to an executive officer position. 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
As of September 20, 2001, the value of the Company also adopted an Officer Stock Loan Programstock owned by each executive officer subject to facilitate
compliance with the stock ownership guidelines. Executiveguidelines exceeded the required amount, with the exception of five executive officers, may utilize
loan proceeds to acquire and hold common stockthree of whom were newly hired or promoted into executive officer positions within 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 20002001 Compensation of CEO
During fiscal 2000,2001, Mr. MorrisBarrington received $700,000$650,000 in base salary, a salary the Committee believes is in-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'Barrington's base salary was established in April 1999 and was not
increased during fiscal 2000.July 2000 in connection with his promotion to CEO. The salary amount shown for Mr. MorrisBarrington in the "Executive Compensation - Summary Compensation Table" on page 8 of this Proxy Statement includes director fees in addition to his base salary.
As discussed above, Mr. MorrisBarrington also received a cash bonus under the 20002001 incentive plan equal to 150% of his base salary, an award that represented the maximum bonus opportunity for Mr. Morris.Barrington. No stock options or other stock-based, long-term incentive awards were made to Mr. MorrisBarrington during fiscal 2000.
Effective July 1, 2000, Mr. Morris has resigned as Chief Executive Officer
of the Company, but will continue to serve as Executive Chairman of the Board.
In connection with this change, Mr. Morris' proposed, and the Committee agreed
to, a reduction of fifty percent (50%) in Mr. Morris' base salary and a
reduction in his annual incentive opportunity.2001.
| DOUGLAS K. HIGGINS (CHAIRMAN) A. R. DIKE JAMES H. GREER KENNETH H. JONES, JR. |
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 Pagepage 14 shall not be incorporated by reference into any such filings.
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, $350,000; Messrs. Barrington and Berce, $345,000; Mr. Esstman, $300,000;$225,000; 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 all Named Executive Officers other than Mr.Messrs. Morris and Esstman, "salary" includes the annual rate of compensation immediately prior to the "change in control" plus the average annual cash bonus for the immediately preceding three-year period; for Mr.Messrs. Morris and Esstman, "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 yearsyear preceding the year 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.
The following graph presents cumulative shareholder return on the Company's Common Stock for the five years ended June 30, 2000.2001. The Company is compared to the S&P 500&P500 and the S&P Financial&PFinancial 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]
The following was depicted as a line chart in the printed material.
| June 1996 | June 1997 | June 1998 | June 1999 | June 2000 | June 2001 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AmeriCredit Corp. | $100.00 | $134.40 | $228.40 | $204.80 | $217.60 | $664.96 | |||||||
| S&P 500 | $100.00 | $134.70 | $175.33 | $215.22 | $230.83 | $196.59 | |||||||
| S&P Financials | $100.00 | $152.01 | $211.22 | $228.70 | $209.68 | $258.97 | |||||||
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, 2000,2001, all filing requirements applicable to its executive officers and directors were met.
The Company engages independent contractors to solicit business from motor vehicle dealers in certain geographic locations. During fiscal 2000,2001, 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., Executive Chairman 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 $2,731,620$1,813,941 were made by the Company to CHM Company during fiscal 2000.2001. 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. The Company's contractual arrangement with CHM Company has been cancelled effective December 31, 2000. Although the contract has been cancelled, CHM Company is entitled to continue receiving monthly payments per the original contract terms with respect to motor vehicle contracts originated by CHM Company prior to contract termination that meet certain portfolio performance criteria.
On September 21, 2000, Messrs. Barrington and Berce, executive officers of the Company, each executed Amended and Restated Revolving Credit Notes in the amount of $1,000,000 in favor of the Company. These Notes, which modify and extend notes in the principal amount of $1,000,000 executed by Messrs. Barrington and Berce in September 1999, bear interest at a rate equal to LIBOR 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 earlier to occur of September 20, 2001 or separation of employment for any reason. During fiscal 2000,2001, the largest amount of indebtedness outstanding under Mr. Barrington's note was $971,424, and the amount outstanding as of$970,354; Mr. Barrington paid off his note on August 31, 2000
was $970,354. Since September 1999,2001. During fiscal 2001, the datelargest amount of the original notes, no amounts
have beenindebtedness outstanding under Mr. Berce's note.
APPROVAL OFloan was $999,996; Mr. Berce paid off his loan on May 14, 2001.
In August 2000, LIMITED OMNIBUS AND INCENTIVE PLAN
FOR AMERICREDIT CORP.
(Item 2)
On August 1, 2000, the Stock Option/Compensation Committee of the Board of Directors approvedadopted stock ownership guidelines that are designed to encourage the 2000 Limited Omnibusaccumulation of the Company's stock by its executive officers. These guidelines, stated as a multiple of executives' base salaries, are as follows: Chairman and Incentive PlanVice Chairmen, four times; Segment Presidents and Treasurer, three times; other Executive Team members, two times. The recommended time period for AmeriCredit
Corp. (the "2000 Plan").reaching the above guidelines is the later of (i) August 1, 2003, (ii) five years from date of hire or (iii) three years from date of promotion to an executive officer position. 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 Board of Directors has ratifiedalso adopted an Officer Stock Loan Program to facilitate compliance with the action of the
Committeestock ownership guidelines. Executive officers may utilize loan proceeds to acquire and directed that the 2000 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 ofhold common 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 2000 Plan are discussed below. The full text
of the 2000 Plan is attached as Appendix A to this Proxy Statement.
Purpose of the 2000 Plan
The purpose of the 2000 Plan is to continue attracting, retaining and
motivating the senior officers of the Company by enablingmeans of option exercise or otherwise. The loans, executed by executive officers, bear interest at a rate equal to LIBOR plus 1%. 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. Messrs. Barrington and Berce obtained loans under this program during fiscal 2001. The largest amount of indebtedness outstanding under Mr. Barrington's loan was $414,813; Mr. Barrington paid off his loan on August 31, 2001. The largest amount of indebtedness outstanding under Mr. Berce's loan was $204,263; Mr. Berce paid off his loan on February 2, 2001.
The Company's Charter currently authorizes the issuance of 120,000,000 shares of Common Stock, par value of $.01 per share. As of June 30, 2001, 89,853,792 shares were issued and outstanding (including 6,439,737 Treasury Shares), and another 14,083,484 shares were subject to unexercised stock options granted pursuant to the Company's stock option plans, reserved for issuance pursuant to future grants under the Company's stock option plans, or reserved for issuance under the Company's employee stock purchase plan. This leaves the Company with only 16,062,724 shares currently available for other purposes.
Additionally, the Company also has a shelf registration statement relating to the registration of a variety of security offerings with an aggregate offering price of up to $500,000,000 available for issuance thereunder. The Company may choose to offer, from time to time, debt securities, shares of preferred stock, shares of common stock, depositary shares representing preferred stock or warrants for debt and equity securities on such senior officersterms to participate, through equity ownership,be set forth in the long-term growth and financial
successprospectus contained in the registration statement or in one or more supplements to such prospectuses. Any issuance of equity securities by the Company under this registration statement would further deplete the remaining number of authorized shares.
On August 7, 2001, the Board of Directors unanimously adopted a resolution setting forth a proposed amendment to the Company's Articles of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue from 120,000,000 to 230,000,000. No changes are proposed to increase the amount of authorized preferred shares of the Company. Long-term incentive compensation - such as stock options grants - has been
a key component ofThe resolution adopted by 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 believespresented for approval by the shareholders at the Annual Meeting is set forth below:
RESOLVED, that stock
option awards have been criticalSection 4.1 of Article IV of the Articles of Incorporation of the Company be amended so that, as amended, Section 4.1 shall read in attractingits entirety as follows:
| "4.1 The aggregate number of shares which the corporation shall have authority to issue is Two Hundred Fifty Million (250,000,000) shares divided into: one class of Two Hundred Thirty Million (230,000,000) shares of Common Stock of the par value of one cent ($0.01) per share, and one class of Twenty Million (20,000,000) shares of Preferred Stock of the par value of one cent ($0.01) per share which may be divided into and issued in series as described herein." |
The Board of Directors believes that the motivational powerCompany's Articles of long-term incentive compensation is reflected by, among other measures, the
Company's stock price, which has increased approximately 2,000% sinceIncorporation should be amended to allow the Company enteredflexibility to issue additional shares of Common Stock for corporate purposes as considered appropriate by the auto finance lending business in September 1992.
AsBoard of August 30, 2000,Directors. Such future activities may include, without limitation, possible future financing and acquisition transactions, increasing working capital, raising additional capital for operations of the Company, secondary offerings, stock options grantedsplits or stock dividends and grants under the Company's stock
option plans were held by 360 different officers and key employees, representing
moreequity-based compensation plans. As of the date on which this Proxy Statement is being mailed, there are no arrangements, agreements or understandings for the issuance or use of the additional shares of authorized Common Stock other than 10% of all Company employees. It has beenissuances permitted or required under the Company's practiceexisting stock-based employee benefits plans.
The Board of Directors believes that the proposed amendment will provide several long-term advantages to make stock option awardsthe Company and its shareholders. The passage of the proposed amendment would enable the Company to most officers on an annual basis,pursue financings or when officersenter into transactions which the Board of Directors believes provide the potential for growth and profit. If additional authorized shares are newly hired or promoted. Stock option awards to non-executive officers, such
as awards to vice presidents, assistant vice presidents or branch managers,available, transactions dependent upon the issuance of additional shares are typically made under plans that are not requiredless likely to be approvedundermined by shareholders.
However, stock awards to senior executive officers - defined as officers with a
title designation of Senior Vice Presidentdelays and above - are made under plans
approvedexpenses occasioned by the Company's shareholders. The 1995 Omnibusneed to obtain shareholder authorization to provide the shares necessary to consummate such transactions. Without an increase in authorized shares of Common Stock, and Incentive
Plan 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 have to rely on debt, seek alternative financing means or forgo an investment opportunity altogether.
In addition to the corporate purposes discussed above, the proposed amendment could have an anti-takeover effect, although this is not be able to continue
providing senior executive officers with stock-based long-term incentive awards.
This would requirethe intent of the Board of Directors. For example, if the Company were the subject of a hostile takeover attempt, it could try to significantly alter its compensation strategy
for senior executive officers in order to retainimpede the takeover by issuing shares of Common Stock, thereby diluting the voting power of the other outstanding shares 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 "Reportcost of the Compensation Committee on Executive
Compensation,"takeover. The availability of this defensive strategy to the Company could discourage unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, the proposed amendment may limit the opportunity for shareholders to realize a higher price for their shares than is generally available in takeover attempts. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and the Board of Directors has established stock ownership
guidelines, statednot presented this proposal with the intent that it be utilized as a multipletype of base salary,anti-takeover device.
Shareholders do not have preemptive rights or similar rights to subscribe 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 are fully vested and exercisable.
Shares Reserved Under the 2000 Plan
The number ofor purchase any additional shares of Common Stock that may be issued or awarded under
the 2000 Plan shall not exceed 2,000,000, subject to adjustment in the eventfuture. If the Board of stock dividends, stock splits, combination of shares, recapitalizations or other
changes in the outstanding Common Stock. The shares issuable under the 2000 Plan
may be drawn from either authorized but previously unissuedDirectors elects to issue additional shares of Common Stock, or from reacquiredsuch issuance may, depending on the circumstances, have a dilutive effect on the earnings per share and other interests of the existing shareholders.
Under the Texas Business Corporation Act, adoption of the proposed amendment requires the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at the Annual Meeting. The effect of an abstention is the same as that of a vote against the approval of the proposed amendment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE PROPOSAL TO AMEND AMERICREDIT CORP.'S ARTICLES OF INCORPORATON TO INCREASE THE AUTHORIZED NUMBER SHARES OF COMMON STOCK FROM 120,000,000 TO 230,000,000.
Since its inception, the AmeriCredit Corp. Employee Stock Purchase Plan (the "Purchase Plan") has been a highly successful, broad-based employee benefit plan, significant in the retention and motivation of the Company's employees who have elected to participate therein. Under the Purchase Plan, employees at all levels of the Company are able to participate, through stock ownership, in the growth and financial success of the Company. As of June 30, 2001, approximately 3,050 employees were enrolled and participating in the Purchase Plan, constituting 73% of all employees eligible to participate. The Company anticipates that the number of shares available for issuance under the Purchase Plan will be substantially depleted within 12-18 months.
On August 7, 2001, the Stock Option/Compensation Committee amended the Purchase Plan to increase the number of shares of Common Stock includingreserved under the Purchase Plan from 2,000,000 to 3,000,000 (the "Amendment"). On August 7, 2001, the Amendment was ratified by the Board of Directors but is subject to shareholder approval. If approved by shareholders at the 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 Common Stock which shall be made available for sale under the Plan shall be Three Million (3,000,000) shares, subject to adjustment upon changes in capitalization of the Company as provided in paragraph 18." |
The remaining language of Section 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., 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102, Attention: Corporate Secretary.
The Company intends to register the one (1) million additional shares of Common Stock issuable under the Amendment under the Securities Act of 1933, 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 and held as treasury shares.
16
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 21, 2000,20, 2001, the closing price of the Company's Common Stock on the New York Stock Exchange was $26.63.
Administration of the 2000 Plan
The 2000 Plan shall be administered by the Stock Option/Compensation
Committee of the Board of Directors. The Committee shall have, among other
powers, the power to interpret, waive, amend, establish or suspend rules and
regulations of the 2000 Plan in its administration of such Plan. 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 options qualifying as incentive
stock options under the Internal 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.
The 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 the option
price. Any gain will be taxed to the employee as long term capital gain and the
Company would not be entitled to a deduction. The excess of the market value on
the exercise date over the option price is an item of tax preference,
potentially subject to the alternative minimum tax.
If the grantee disposes of the shares prior to the expiration of either of
the holding periods, the grantee will recognize ordinary income and the Company
will be entitled to a deduction equal to the lesser of the fair market value of
the shares 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 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 be entitled to a deduction measured by the fair market value of
the shares at the time of lapse.
SARs, LSARs and Performance Awards. The grant of a SAR, LSAR or a
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 fair market value of
the shares plus any cash received.
Other Information
The Board or the Committee may amend the 2000 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 extend the termination date of the 2000 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.
$28.82.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ADOPTION OFAMENDMENT TO THE 2000AMERICREDIT CORP. EMPLOYEE STOCK PURCHASE PLAN.
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, 2001,2002, 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, 20002001 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, 2002.
The Audit Committee is composed of four directors, each of whom meets the independence and experience requirements of the New York Stock Exchange. The members of the Committee are Messrs. Dike, Greer, Higgins and Jones. The Audit Committee acts under a written charter, adopted by the Board of Directors, a copy of which is included in this Proxy Statement as Appendix B.
Management has the primary responsibilities for the consolidated financial statements and the financial reporting process, including the system of internal controls. The Audit Committee oversees the Company's financial reporting process and internal controls on behalf of the Board of Directors. In this regard, the Audit Committee helps to ensure independence of the Company's auditors, the integrity of management and the adequacy of disclosure to shareholders. Representatives of the internal audit department, independent public accountants and financial management have unrestricted access to the Audit Committee and periodically meet privately with the Audit Committee.
The Audit Committee reviewed and discussed the audited consolidated financial statements in the Annual Report with management and the Company's independent public accountants. The independent public accountants are responsible for expressing an opinion on the conformity of the Company's audited consolidated financial statements with generally accepted accounting principles, including a discussion of the quality of the Company's accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the consolidated financial statements and the adequacy of internal controls. The Audit Committee discussed with the independent public accountants the results of the fiscal 2001 audit and all other matters required to be discussed by Statement on Auditing Standards No. 61, Communications with Audit Committees. In addition, the Committee received, reviewed and discussed the written disclosures from the independent public accountants required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. Based on the preceding review and discussions contained in this paragraph, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2001 for filing with the Securities and Exchange Commission.
Audit Fees: Aggregate fees for the audit of consolidated financial statements for the fiscal year ended June 30, 2001 and for the reviews of the consolidated financial statements included in the Company's Form 10-Q's were $170,023, of which $37,902 in fees and costs have been billed as of June 30, 2001.
20
Financial Information Systems Design and Implementation Fees: There were no fees or costs billed to the Company for the professional services described in Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X (relating to financial information systems design and implementation) by PricewaterhouseCoopers LLP for the fiscal year ended June 30, 2001.
All Other Fees: Aggregate fees and costs billed to the Company for services rendered by PricewaterhouseCoopers LLP for the fiscal year ended June 30, 2001, other than audit and financial information systems design and implementation services, were $974,213. Of this amount, $403,963 related to fees and costs for professional services rendered by PricewaterhouseCoopers LLP in connection with the Company's securitization program and other warehouse facility reviews and $100,090 of the total of all other fees amount related to tax services provided by PricewaterhouseCoopers LLP.
The Audit Committee has determined that the provision of services covered by the two preceding paragraphs is compatible with maintaining the principal accountant's independence from the Company.
| KENNETH H. JONES, JR. (CHAIRMAN) A. R. DIKE JAMES H. GREER DOUGLAS K. HIGGINS |
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.
Pursuant to various rules promulgated by the SEC, a shareholder that seeks to include a proposal in the Company's proxy statement and form of proxy card for the Annual Meeting of Shareholders of the Company to be held in 20012002 must timely 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, 2001.2002. Further, a shareholder may not present a proposal for inclusion in the Company's proxy statement and form of proxy card related to the 20012002 annual meeting and may not submit a matter for consideration at the 20012002 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 first 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 20012002 meeting unless duly given by no later than September 4, 20012002 and no earlier than August 5, 2001.2002.
With respect to business to be brought before the 20002001 Annual Meeting, the Company has not received any notices from shareholders that the Company is required to include in this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Chris A. Choate
Secretary
| BY ORDER OF THE BOARD OF DIRECTORS Chris A. Choate Secretary |
September 25, 2000
21, 2001
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
Appendix
In July 1994, the Board of Directors authorized the adoption of the Parent.
(e) "Broker Assisted Exercise" shall mean a special saleAmeriCredit Corp. Employee Stock Purchase Plan (the “Purchase Plan”) and remittance
procedure pursuant to whichreserved 500,000 shares of Common Stock for issuance thereunder. In November 1994, the Optionee shall concurrently provide irrevocable
written instructions to (a) a brokerage firm ("Broker") to effectPurchase Plan was approved by the immediate
saleShareholders of the Shares and remitCompany. On April 28, 1998, the Stock Option/Compensation Committee amended the Purchase Plan to increase the Company, outnumber of shares of Common Stock reserved under the sale proceeds available
on the settlement date, sufficient fundsPurchase Plan from 500,000 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 Holder's willful misconduct or gross
negligence, as reasonably determined by the Committee in its sole discretion.
(h) "Code" shall mean the Internal Revenue Code of 1986, as now or
hereafter amended.
(i) "Committee" shall mean the persons designated1,000,000 shares (“Amendment No. 1”). Amendment No.1 was ratified by the Board of Directors as of April 28, 1998. On November 4, 1998, Amendment No.1 was adopted and approved by shareholders at the 1998 Annual Meeting. On October 1, 1998, the Company completed a two for one stock split which increased the shares of Common Stock reserved under the Purchase Plan to 2,000,000 shares.
On August 7, 2001, the Stock OptionOption/Compensation Committee or, inamended the absencePurchase Plan to increase the number of appointment, then it shall meanshares of Common Stock reserved under the Board.
(j) "Company" shall meanPurchase Plan from 2,000,000 to 3,000,000 (“Amendment No. 2”). Amendment No. 2, which was ratified by the Parent and its Subsidiaries, except when it
shall be appropriateBoard of Directors, was effective August 7, 2001 but is subject to refer only to AmeriCredit Corp., then it shall be
referred to as "Parent".
(k) "Dateshareholder approval. If approved by shareholders at the 2001 Annual Meeting, the first sentence 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 memberparagraph 12(a) 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
opinionPurchase 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 3,000,000 shares, subject to adjustment upon changes in capitalization of the Company as provided in paragraph 18. |
The remaining language of the Committee based on such medical evidence as it deems necessary,paragraph 12 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 eligiblechanged and the only effect of Amendment No. 2 will be to receive an Award.
(p) "Fair Market Value" shall mean, asincrease the number of a particular date, the closing
valueshares of Shares on such date, if a Business Day,Common Stock authorized and otherwise the closing value
on the next preceding Business Day, which closing value shall be (i) if the
Shares are listed or admittedavailable 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 on such system. If neither clause (i) nor clause (ii) is
applicable, the closing value shall be the fair market value on such Business
Day as determined by any fair and reasonable means prescribed by the Committee.
2
(q) "Holder" shall mean, at each time of reference, each person
(including, but not limited to an Optionee) with respect to whom an Award is in
effect, except that where it is appropriate to distinguish between a Holder with
respect to an Option and a Holder with respect to a different type of Award,
reference shall be made to Optionee; and provided, further, that to the 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 an Option that is an incentive
stock option as defined in Section 422 of the Code; provided that an Option
which is designated as an Incentive Stock Option but which, in whole or in part,
does not satisfy all of the requirements of an Incentive Stock Option shall be a
Nonqualified Stock Option.
(s) "Limited SAR" shall mean 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.
(u) "Nonqualified Stock Option" shall mean an Option 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.
(x) "Option Price" shall mean the price per Share which is required to be
paid by the Optionee in order to exercise his right to acquire a Shareissuance under the terms of the Option.
(y) "Outside Director" shall mean each Director who is not an employeePurchase Plan. The purpose of the Company.
(z) "Parent" shall mean AmeriCredit Corp., a Texas corporation.
(aa) "Performance Award" shall mean the award whichPurchase Plan is granted contingent
upon the attainmentto provide employees (including officers) of the performance objectives duringCompany and its majority owned subsidiaries with an opportunity to purchase Common Stock from the PerformanceCompany through payroll deductions. The essential features of the Purchase Plan are outlined below.
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 Section 13.
(bb) "Performance Period" shall meanDecember and June of each year, unless otherwise specified by the Board of Directors. Each offering period described in Section 13is 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 whichfuture offerings if announced at least fifteen days prior to the performance objectives relate.
3
(cc) "Plan" shall mean this 2000 Limited Omnibus And Incentive Plan For
AmeriCredit Corp.
(dd) "Plan Year" shall meanscheduled beginning of the 12 monthfirst offering period beginning on August 1,
2000,to be affected.
On the first day of an offering period (the “Enrollment Date”), the participant is granted an option to purchase on each anniversary thereof.
(ee) "Restriction(s)" shall meanexercise date during such offering period up to a number of whole shares of the restrictions applicable to Available
SharesCommon 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 an Award which prohibitsuch 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 "transfer" of such Available
Shares, and which constitute "a substantial risk of forfeiture"limitations with respect to such Available Shares, as those terms are defined under section 83(a)(1)a participant’s ownership of the
Code.
(ff) "Restricted Period" shall mean the period during which Restricted
Shares shall be subjectstock and/or options 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 common stock, par
value $.01 per share, of the 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 the Parent if, at the time of
the granting of the Award, each of the corporations, other than the last
corporation in the unbroken chain, owns
4
50%5% or more of the total combined voting power of all classes
of stock in one of the other corporations in such unbroken chain.
(oo) "1933 Act" shall mean the Securities Act of 1933, as amended.
(pp) "1934 Act" shall mean the Securities Exchange Act of 1934, as
amended.
3. Award of Available Shares. As of the Effective Date, Two Million
(2,000,000) Shares shall automatically, and without further action, become
Available Shares. To the extent any Award shall terminate, expire or be
canceled, the Available Shares subject to such Award, with respect to which
Holder received no benefits of ownership, shall remain Available Shares.
4. Conditions for Grant of Awards.
(a) Without 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 selected by the Committee.
(b) In granting Awards, the Committee shall 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 shall
determine. The Committee shall also have the authority to consult with and
receive recommendations from officers and other personnel of the Company with
regard to these matters. The Committee 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 shall be in addition to regular
salaries, pension, life insurance or other benefits related to their service to
the Company. Neither the Plan nor any Award granted under the Plan shall confer
upon any 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.
5. Grant of Options.
(a) The Committee may grant to Optionees from time to time Options to
purchase some or all of the Available 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, which may incorporate
5
the terms of this Plan by 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. 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, 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, if expressly provided in the Option, and
not otherwise, with nonforfeitable Shares subject to the 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 Fair Market Value on the date
they are actually delivered to the Company.
7. Exercise of Options. An Option shall be deemed exercised when: (i) the
Company 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, 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.
(a) Each Option shall become exercisable in whole or in part and
cumulatively, and shall expire, according to the 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 six (6) months following the Date 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 tenth (10th) anniversary of its Date of Grant.
6
(b) The expiration date of an Option shall be determined by the Committee
at the Date 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 all or any portion of an otherwise unexercisable Option may be exercised.
9. Termination of Option Period.
(a) As 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
on the earlier of (i) the date that Optionee ceases to be employed by the
Company, if such cessation is for Cause, (ii) the tenth (10th) anniversary of
the Date of Grant.
(b) Unless otherwise expressly provided in the Option 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 Change in
Control, all or any of the exercisable portion of any, 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 Change 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 (oror any subsidiary, and to restrict a participant’s right to purchase stock under the Purchase Plan to $25,000 in fair market value of its parent or subsidiary [as defined in section 425 of the Code]such stock (determined at the Datetime 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 Grant)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 Option Priceoffering 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.
If Amendment No.2 is approved by shareholders, the total number of such Incentiveshares of Common Stock Optionthat are issuable under the Purchase Plan will be 3,000,000, subject to adjustment as described below under “Capital Changes.”
Any employee who is customarily employed for at least 110%
of the Fair Market Value on the Date of Grant of the Available Shares subject to
such Incentive Stock Option,20 hours per week and the period during which the Incentive Stock
Option may be exercised does not exceedmore than 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 determinedmonths per calendar year 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 whichCompany or its majority owned subsidiaries is eligible to participate in offerings under the Purchase Plan. Employees become exercisableparticipants 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,Purchase Plan by delivering to the full extent thereof, Optionscompany a subscription agreement authorizing payroll deductions within the specified period 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,time prior to the datecommencement 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.
The price at which shares are sold under the Restrictions lapsePurchase 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.
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 respectthe 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.
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 Restricted Shares of reference,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.
A participant may terminate his or withinher interest in a given offering, or in a given exercise 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 orby withdrawing all, but not less than all, of the Restricted Shares on the date the Restrictions with respectaccumulated payroll deductions credited 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 payparticipant’s account 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 Changeoffering period. The withdrawal of accumulated payroll deductions automatically terminates the employee’s interest in Control.
(a) Exceptthat 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 extent limitedparticipant without interest.
A participant’s withdrawal from an offering does not have any effect upon such participant’s eligibility to participate in subsection(b)subsequent exercise periods within the same offering period.
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.
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 a
change in controlany 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.
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.
The Board of Directors of the Company ceasemay 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 reasonsuccessor rule.
The Purchase Plan and the right of participants to constitute a majority thereof unlessmake purchases thereunder is intended to qualify under the election,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 nomination for
electionshares, 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 Company's shareholders, of each new director was approved by a
vote of at least a majority of the directors then still in office who 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 onparticipant for more than two years after the date of option grant and one year from the most recent acquisition by such person or groupdate of persons, has acquired), gross
assetsoption exercise, the lesser of (a) the Company that have an aggregate fair market value greater than or
equal to 50%excess of the fair market value of all of the gross assets ofshares at the Company
immediately prior to such acquisition or acquisitions.
9
(b) Notwithstanding any provisions hereof to the contrary, if an Award is
accelerated under Subsection 14(a), the only portion of the Award which will be
accelerated is the portion which can be accelerated without causing the Holder
to have an "excess parachute payment" as determined under section 280G of the
Code, determined by first taking into account all of the Holder's "parachute
payments" determined under section 280G of the Code from other sources, and then
the acceleration hereunder, all as reasonably determined by the Committee.
15. Adjustment of Available Shares.
(a) If at any time while the Plan is in effect or Awards 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:
(i) appropriate adjustment shall be made in the maximum number of
Available Shares which may be granted under Section 3, and in the
Available Shares which are then subject to each Award, so that the same
proportion of the Parent's issued and outstanding Shares shall continue to
be subject to grant under Section 3, and to such Award, and
(ii) in addition, and without limitation, in the case of each Award
(including, without limitation, Options) which requires the payment of
consideration by the Holder in order to acquire Shares, an appropriate
adjustment shall be made in the consideration (including, without
limitation the Option Price) required to be paid to acquire the each
Share, so that (i) the aggregate consideration to acquire all of the
Shares subject to the Award 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 is assumeddisposition over the option price, or a new option is
substituted therefore, the Committee may only change the terms of such Incentive
Stock Option such that (i)(b) the excess of the aggregate Fair Market Valuefair market value of the shares subject toat the time the option immediately after the substitution or assumption,was granted over the aggregate option price (which option price will be computed as of suchthe grant date) will be treated as ordinary income, and any further gain will be treated as long-term capital gain. If the shares is not more thanare disposed of before the expiration of these holding periods, 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 assumptionfair market value 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) Without limitation, except as otherwise expressly provided herein, the
issuance by the Parent 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 uponon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligationsdate of the Parent
convertible intooption price will be treated as ordinary income, and any further gain or loss on such sharesdisposition will be long or other securities, shallshort-term capital gain or loss, depending on the holding period. The Company is not affect, and no
adjustment by reason thereof shall be made with respect to Available Shares
subject to Awards granted under the Plan.
(d) Without limiting the generality of the foregoing, the existence of
outstanding Awards with respect to Available Shares granted under the Plan shall
not affect in any manner the right or power of the Parent to make, authorize or
consummate (1) any or all adjustments, recapitalizations, reorganizations or
other changes in the Parent's capital structure or its business; (2) any merger
or consolidation of the Parent; (3) any issue by the Parent of debt securities,
or preferred or preference stock which would rank above the Available Shares
subject to outstanding Awards; (4) the dissolution or liquidation of the 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.
16. Transferability of Awards. Each Award shall provide that such Award
shall not be transferable by the 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, to
immediate family members of the Holder, to trusts for such family members, or to
partnerships whose only partners are such family members, or (b) to a person or
other entity for which the Holder is entitled to a deduction for amounts taxed as ordinary income or capital gain to a "charitable
contribution" under Section 170(a)(i) of the Code (provided, in each such case
that no further transfer by any such permitted transferee(s) shall be permitted)
17. Issuance of Shares. No Holder or other person shall be, or have any of
the rights or privileges of, the owner of Shares subject to an Award unless and
until certificates representing such Shares shall have been issued and delivered
to such Holder 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 limitedparticipant except to the following:
(i) a representation, warranty or agreementextent of ordinary income reported by the person 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 distributionparticipants upon disposition of any such
Shares; and
(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 Holder 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 Award
unless counsel for the Parent shall be reasonably satisfied that such issuance
will be in compliance with applicable Federal or state securities laws.
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) dayshares 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 ofholding period described above.
The foregoing is only 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 Valuesummary of the Available Shares exceedseffect of federal income taxation upon the Option Price.
(j) Each SAR or Limited SAR shall be on such termsparticipant 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 stockholderCompany with respect to the related Available Shares as a resultshares purchased under the Purchase Plan. Reference should be made to the applicable provisions of the grantCode. In addition, the summary does not discuss the tax consequences of a SARparticipant’s death or Limited SAR.
19. Administrationthe income tax laws of any state or foreign country in which the participant may reside.
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 of AmeriCredit are eligible to participate in the Purchase Plan. As of June 30, 2001, approximately 3,050 employees were enrolled and participating, representing 73% 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.
The Plan shall be administered bypurpose of the Audit Committee and, except forof the powers reservedBoard of Directors (the “Audit Committee”) of AmeriCredit Corp., a Texas corporation (the “Company”), is to assist the Board in Section 23 hereof,oversight of (1) the integrity of the financial statements of the Company, (2) the compliance by the Company with legal and regulatory requirements and (3) the independence and performance of the Company’s internal and external auditors.
The Audit Committee shall have allconsist of at least three (3) directors who meet the independence and financial acumen and experience requirements of the administrative powers under Plan.
(b) The Committee,listing standards of the New York Stock Exchange, as amended from time to time, may adopt rules and regulations for
carrying out the purposestime. The Board of the Plan 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 Award by the CommitteeDirectors shall in all cases, be in its sole discretion, and shall be final and
conclusive.
(c) Any and all determinations and interpretations of the Committee shall
be made either (i) by a majority vote ofappoint the members of the Audit Committee, at a
meeting duly called,to serve terms coterminous with at least 3 days prior notice and a general explanationtheir respective terms as directors 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, theCompany.
The Audit Committee shall have the authority in its sole and absolute discretion (i) to adopt, amend, and
rescind administrative and interpretive rules and regulations relatingretain special legal, accounting or other consultants to this
Planadvise the Audit Committee. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Audit Committee or to meet with any Options; (ii) as provided in the Subsection 9(a) and (b), upon the
occurrencemembers of certain events, to make appropriate adjustmentsor consultants 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.Audit Committee.
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 judge of such expediency.
(e) No member of theAudit Committee shall be liable for any action taken or
omittedresponsible to be taken by him or by any other memberand shall make regular reports to the Board of Directors.
The Audit Committee with respectshall be responsible to the Plan,Board of Directors for performing, and shall perform, the following duties:
| (a) Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval; |
| (b) Review the annual audited financial statements with management, including major issues regarding accounting and auditing principles and practices as well as the adequacy of internal controls that could significantly affect the Company’s financial statements; |
| (c) Review an analysis prepared by management and the independent auditor of significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements; |
| (d) Review with management and the independent auditor the Company’s quarterly financial statements prior to the release of quarterly earnings and prior to the filing of the quarterly report with the Securities and Exchange Commission; |
| (e) Meet periodically with management to review the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; |
| (f) Review major changes to the Company’s auditing and accounting principles and practices as suggested by the independent auditor, internal auditors or management; |
| (g) Recommend to the Board the appointment of the independent auditor, which firm is ultimately accountable to the Audit Committee and the Board of Directors; |
| (h) Approve the fees to be paid to the independent auditor; |
| (i) Receive periodic reports from the independent auditor regarding the auditor’s independence, discuss such reports with the auditor, and if so determined by the Audit Committee, recommend that the Board of Directors take appropriate action to satisfy itself of the independence of the auditor; |
| (j) Evaluate the performance of the independent auditor and, if so determined by the Audit Committee, recommend that the Board of Directors replace the independent auditor; |
| (k) Review the appointment and replacement of the senior internal auditing executive; |
| (l) Review the significant reports to management prepared by the internal auditing department and management's responses; |
| (m) Meet with the independent auditor prior to the audit to review the planning and staffing of the audit; |
| (n) Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61, and any amendments thereto and reissues thereof, relating to the conduct of the audit; |
| (o) Review with the independent auditor any problems or difficulties the auditor may have encountered and any management letter provided by the auditor and the Company’s response to that letter. Such review should include: |
| (1) Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information; |
| (2) Any changes required in the planned scope of the internal audit; and |
| (3) The internal audit department responsibilities and staffing; |
| (p) Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement; |
| (q) Advise the Board of Directors with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations; |
| (r) Review with the Company’s General Counsel legal matters that may have a material impact on the financial statements, the Company’s compliance policies and any material reports or inquiries received from regulators or governmental agencies; and |
| (t) Meet at least annually with the Chief Financial Officer, the senior internal auditing executive and the independent auditor in separate executive sessions, to discuss any matters that the Audit Committee believes should be discussed privately. |
While the extent of liabilitiesAudit Committee has the responsibilities and powers set forth in this Charter, it is not otherwise insured under a
policy purchased by the Company, the Company does hereby indemnify and agree to
defend and save harmless any memberduty 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.
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
amount is required to be included in the income 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 Holder with respect to such
Award) the amount which the Company reasonably determines to be appropriate in
order to reimburse the Company for applicable federal or state tax withholding
requirements, and the collection of employment taxes, if applicable; provided
that, where Shares are used to satisfy such withholding, the withholding will be
limited to the minimum amount, as determined by the Company, necessary to
satisfy such withholding requirements and employment taxes.
21. Interpretation.
(a) If any provision of this Plan, or any Award, is held to be illegal or
invalid for any reason, the illegality or invalidity shall not affect the
remaining provisions of this Plan or any Award, but such provision shall be
fully severable, and the Plan or Award, as applicable, shall be construed and
enforced as if the illegal or invalid provision had never been included in the
Plan or Award, as applicable.
15
(b) THIS PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
(c) Headings contained in this Agreement are for convenience only and
shall in no manner be construed as part of this Plan.
(d) Any reference to the masculine, feminine, or neuter gender shall be a
reference to such other gender as is appropriate.
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 theAudit Committee to be incorrect.
(d) The Company shall, upon requestplan or as may be specifically required
under this Planconduct audits or any Award, furnish or cause to be furnished all ofdetermine that the information or documentation that is necessary or required by the Committee to
perform its dutiesCompany’s financial statements are complete 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 writingaccurate 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 specifiedare in accordance with this subsection, or, if by courier, seventy-two (72) hours after
itgenerally accepted accounting principles. This 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 Companyresponsibility of management and the Holder shall be deemed
to have specified as its and his address for receiving notices, as toindependent auditor. Nor is it the Company, the principal executive officesduty of the Company and, asAudit Committee 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
(subjectconduct investigations, to the prior written authorization of the Board), may from time to time
amend the Plan or any Award; provided, however, that (except to the extent
provided in Section 15) no such amendment may, without approval by the
shareholders of the Parent, (a) increase the number of Available Shares or
change the class of Eligible Persons, (b) permit the granting of Awards which
expire beyond the maximum 10-year period described in Subsection 9(a)(ii), or
(c) extend the termination date of the Plan as set forth in Section 25; and
provided, further, that (except to the extent provided in Subsections 8(b) and
9(b) hereof) no amendment or suspension of the Plan or any Award issued
hereunder shall, except as specifically permitted in any Award, substantially
impair any Award previously granted to any Holder without the consent of such
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 Companyresolve disagreements, if any, Internal Revenue Servicebetween management and the independent auditor 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,to assure compliance with laws 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 is effective on 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 October 31,
2002.
AmeriCredit Corp.
----------------------------------------
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 15, 2000,20, 2001, at the Annual Meeting of Shareholders of the Company to be held on November 7, 2000,6, 2001, at 10:00 a.m. (Central Daylight Time), at the Fort Worth Club, 306 West Seventh Street, Fort Worth, Texas 76102, 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 4.
- --------------------------------------------------------------------------------
^ FOLD5.
AMERICREDIT CORP. 801 CHERRY ST., SUITE 3900 FORT WORTH, TEXAS 76102 | VOTE BY INTERNET -www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site. You will be prompted to enter your 12-digit Control Number which is located below to obtain your records and to create an electronic voting instruction form. | |
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call. You will be prompted to enter your 12-digit Control Number which is located below and then follow the simple instructions the Vote Voice provides you. | ||
VOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to AmeriCredit Corp., 801 Cherry St., Suite 3900, Fort Worth, Texas 76102. |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | AMRCDT | KEEP THIS PORTION FOR YOUR RECORDS | |
| DETACH AND RETURN THIS PORTION ONLY | |||
Vote On Directors
1. Proposal to elect as Directors of the Company the following persons to hold office until the annual meeting of shareholders in 20032004 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: Daniel E. Berce, Edward M. Esslman, James H. Greer
(INSTRUCTIONS:
| For All | Withhold All | Except For All |
|---|---|---|
| 0 | 0 | 0 |
To withhold authority to vote, for any individual nominee,mark "For All Except"
and write thatthe nominee's name innumber on the space providedline below.)
- --------------------------------------------------------------------------------
| Nominees: | 01) Michael R. Barrington 02) Douglas K. Higgins 03) Kenneth H. Jones, Jr. |
Vote On Proposals
2. Proposal to approveamend the 2000 Limited Omnibus and Incentive Plan for AmeriCredit
Corp.
FOR AGAINST ABSTAIN
|_| |_| |_|
Articles of Incorporation to increase the authorized shares of Common Stock.
| For | Against | Abstain |
|---|---|---|
| 0 | 0 | 0 |
3. Proposal to increase the number of reserved shares under the Employee Stock Purchase Plan.
| For | Against | Abstain |
|---|---|---|
| 0 | 0 | 0 |
4. Proposal to ratify the appointment of PricewaterhouseCoopers as accountants for the fiscal year ending June 30, 2001.
FOR AGAINST ABSTAIN
|_| |_| |_|
4.2002.
| For | Against | Abstain |
|---|---|---|
| 0 | 0 | 0 |
5. In their discretion, the proxies are authorized to vote upon such other business as may pre????properly 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: ____________________________, 2000
_________________________________________
Signature
_________________________________________
Signature if held jointly
EASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
| For | Against | Abstain |
|---|---|---|
| 0 | 0 | 0 |
| (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.) |
| PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. |
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | ||