AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 2, dated as of June 15, 2000, is made and entered into
by and between AmeriCredit Corp., a Texas corporation, having an office at 801
Cherry Street, Suite 3900, Fort Worth, Texas 76102 (hereinafter referred to as
"Employer"), and Clifton H. Morris, Jr., an executive employee of Employer
(hereinafter referred to as "Executive").
WHEREAS, Employer and Executive have previously entered into that certain
Executive Employment Agreement dated as of January 30, 1991, as amended by that
certain Amendment No. 1 to Executive Employment Agreement dated as of May 1,
1997 (together, the "Employment Agreement").
WHEREAS, since the execution of the Employment Agreement, due to the
continued growth and financial success of Employer, and to provide for an
orderly transition of executive management, Employer and Executive desire to
amend certain provisions of the Employment Agreement.
NOW, THEREFORE, in consideration of Executive's continued employment by
Employer and the mutual promises and covenants contained herein, the receipt and
sufficiency of which are hereby acknowledged, Employer and Executive intend by
this Amendment No. 2 to modify and amend the Employment Agreement as herein
provided.
1. Amendment to Section 1.1 - "General Duties of Employer and Employee."
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Effective July 1, 2000, Executive shall resign his position as Chief Executive
Officer but shall retain his position as Chairman of the Board (until such time
as such position may be changed as provided in Section 1.1). Executive shall
continue to be employed by Employer, and Executive shall remain in the employ of
Employer, pursuant to the terms of this Agreement, as amended.
2. Amendment to Section 2.1 - "Compensation and Benefits." Effective
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July 1, 2000, Executive's current salary shall be $350,000 per annum while
employed hereunder.
3. Amendment to Section 2.5 - "Compensation and Benefits." Effective
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July 1, 2000, Executive shall be eligible to participate in the Employer's
Executive Bonus Program at such rate, level or amount as may be determined from
time to time by the Compensation Committee of the Board of Directors; provided,
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however, that in no event will bonus amounts paid to Executive during or with
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respect to any fiscal year be less than fifty percent (50%) of the bonus amounts
paid during or with respect to such fiscal year to Employer's Chief Executive
Officer or, if higher, any other senior executive officer.
4. Amendment to Section 8.1 - "Change of Control." Effective July 1,
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2000, the first two (2) sentences of Section 8.1 shall be amended so as to read
as follows:
Notwithstanding anything to the contrary otherwise provided herein, if a
"change of control" (as defined below) of Employer occurs and within twelve
(12) months from the date of such "change of control", Executive
voluntarily terminates the employment relationship under this Agreement by
giving sixty (60) days' written notice to Employer under Section 6.1 hereof
or within such twelve (12) month period Employer gives written notice to
Executive to terminate Executive's employment relationship without "due
cause" pursuant to Section 6.4, or in the event that the Executive shall
die or become
disabled within such twelve (12) month, then, even though no longer
employed by Employer, Executive (or, if applicable, Executive's legal
representative or estate) shall be entitled to earned and vested bonuses at
the date of termination plus a payment equal to the amount of Executive's
salary (undiscounted), as "salary" is defined below, prorated for the
remainder of the fiscal year in which the "change of control" occurs, plus
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the present value (employing a discount rate of 8%) of two additional
years' salary, payable at the option of the Executive (or his legal
representative or estate) in either a lump sum within 30 days after the
date of termination or annually over a three-year period. For purposes of
this Section 8.1, the term "salary" shall mean the sum of (i) the highest
annual rate of compensation provided to Executive in any of the seven (7)
fiscal years preceding the year in which there shall occur a "change of
control," plus (ii) the highest annual cash bonus or other cash incentive
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compensation paid to Executive in any of the seven (7) fiscal years
preceding the year in which there shall occur a "change of control."
5. Amendment to Section 11.1 - "Miscellaneous - Notices." The address
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for notices and other communications, for both Employer and for Executive, is
801 Cherry Street, Suite 3900, Fort Worth, Texas 76102.
6. Effect of Amendments; Enforceability of Employment Agreement. This
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Amendment No. 2 replaces all previous agreements and discussions relating to the
same or similar subject matters between Executive and Employer with respect to
the subject matter of this Amendment No. 2. Except as otherwise expressly and
specifically amended or modified by this Amendment No. 2, the terms and
provisions of the Employment Agreement shall continue in full force and effect
on and after the date hereof.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Agreement as of the date first written above.
Witness: AMERICREDIT CORP.
By:_______________________________ By:___________________________
Douglas K. Higgins, Chairman of Michael R. Barrington, Vice Chairman,
Stock Option/Compensation Committee President and Chief Operating Officer
of the Board of Directors
EXECUTIVE:
______________________________
Clifton H. Morris, Jr.
Executive Employment Agreement - AmeriCredit Corp. and Clifton H. Morris Jr.
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