{"id":38920,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-americredit-corp-and-michael-t-miller.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-americredit-corp-and-michael-t-miller","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-americredit-corp-and-michael-t-miller.html","title":{"rendered":"Employment Agreement &#8211; AmeriCredit Corp. and Michael T. Miller"},"content":{"rendered":"<pre>\n                             AMENDED AND RESTATED\n                             EMPLOYMENT AGREEMENT\n\n\n     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated and effective as of\nJuly 1, 1997, is made and entered into by and between AmeriCredit Corp., a\nTexas corporation, having an office at 200 Bailey Avenue, Fort Worth, Texas\n76107 (hereinafter referred to as 'Employer'), each subsidiary corporation of\nEmployer whether executing this Agreement or not (each, a 'Subsidiary'), and\nMichael T. Miller (hereinafter referred to as 'Employee').\n\n     WHEREAS, Employer desires that the Employee continue as an employee to\nprovide the necessary leadership and management skills that are important to\nthe success of Employer and Subsidiary.  Employer believes that retaining the\nEmployee's services as an employee of Employer and Subsidiary and the benefits\nof his business experience are of material importance to Employer and\nSubsidiary.\n\n     WHEREAS, Employer, AmeriCredit Financial Services, Inc. and Employee have\npreviously entered into that certain Employment Agreement dated and effective\nas of November 1, 1993 (the 'Prior Agreement').  The parties hereto now desire\nto amend and restate the terms and provisions of the Prior Agreement and to set\nforth their agreements herein.\n\n     NOW, THEREFORE, in consideration of Employee's employment by Employer and\nSubsidiary and the mutual promises and covenants contained herein, the receipt\nand sufficiency of which is hereby acknowledged, the parties hereto intend by\nthis Agreement to amend and restate the Prior Agreement and specify the terms\nand conditions of Employee's employment relationship with Employer and\nSubsidiary and the post-employment obligations of Employee.\n\n\n 1.  GENERAL DUTIES OF EMPLOYER AND EMPLOYEE:\n\n     1.1.  Employer agrees to employ Employee and Employee agrees to accept\nemployment by Employer and to serve Employer and Subsidiary in the following\ncapacity, upon the terms and conditions set forth herein:\n\n\n      Senior Vice President and Chief Credit Officer - AmeriCredit Corp.\n\n              Executive Vice President, and Chief Credit Officer\n         and Chief of Staff - AmeriCredit Financial Services, Inc. and\n                     Americredit Corporation of California\n\n\nThe duties and responsibilities of Employee shall include such duties as may \nfrom time-to-time be assigned to Employee by the Board of Directors of \nEmployer or Subsidiary, any duly authorized committees thereof or an \nauthorized officer of Employer or Subsidiary.  The executive capacity that \nEmployee shall hold during the term hereof shall be that position as \ndetermined by the Board of Directors of Employer or Subsidiary or any duly \nauthorized committees thereof from time-to-time in their sole discretion.  \nWhile employed hereunder, the initial position that Employee shall hold \n(until such time as such position may be changed as aforesaid) shall be the \nposition set forth above in this Section 1.1.\n\n\n\n     1.2.  While employed hereunder, Employee shall obey the lawful directions\nof the Board of Directors of Employer or Subsidiary, any duly authorized\ncommittees thereof or any authorized officers of Employer or Subsidiary and\nshall use his best efforts to promote the interests of Employer and Subsidiary\nand to maintain and to promote the reputation thereof.  While employed\nhereunder, Employee shall devote his time, efforts, skills and attention to the\naffairs of Employer and Subsidiary in order that he shall faithfully perform\nhis duties and obligations hereunder and such as may be assigned to or vested\nin him by the Board of Directors of Employer or Subsidiary, any duly authorized\ncommittees thereof or any duly authorized officer of Employer or Subsidiary.\n\n     1.3.  During the term of this Agreement, Employee may from time to time\nengage in any businesses or activities that do not compete directly and\nmaterially with Employer or Subsidiary and any of their subsidiaries, provided\nthat such businesses or activities do not materially interfere with his\nperformance of the duties assigned to him in compliance with this Agreement by\nthe Board of Directors of Employer or Subsidiary, any duly authorized\ncommittees thereof or any authorized officer of Employer or Subsidiary.  In any\nevent, Employee is permitted to (i) invest his personal assets as a passive\ninvestor in such form or manner as will not contravene the best interests of\nEmployer or Subsidiary, (ii) participate in various charitable efforts, or\n(iii) serve as a director or officer of any other entity or organization when\nsuch position has previously been approved by the Board of Directors of\nEmployer or Subsidiary.\n\n\n2.   COMPENSATION AND BENEFITS:\n\n     2.1.  As compensation for services to Employer and Subsidiary, Employer\nshall pay to Employee during the term of this Agreement a salary at an annual\nrate to be fixed from time to time by the Board of Directors of Employer or any\nduly authorized committee thereof, which annual rate shall initially be\n$165,000 on a per annum basis.  The salary shall be payable in equal biweekly\ninstallments, subject only to such payroll and withholding deductions as may be\nrequired by law and other deductions applied generally to employees of Employer\nfor insurance and other employee benefit plans.  The Board of Directors of\nEmployer, or any authorized committee or officer of Employer, shall review\nEmployee's overall annual compensation at least annually, with a view to\nascertaining the adequacy thereof and such compensation may be increased (but\nnot decreased) by the Board of Directors of Employer from time to time by an\namount that in the opinion of the Board of Directors of Employer is justified\nby Employee's performance.\n\n     2.2.  Upon Employee furnishing to Employer customary and reasonable\ndocumentary support (such as receipts or paid bills) evidencing costs and\nexpenses incurred by him in the performance of his services and duties\nhereunder (including, without limitation, travel and entertainment expenses)\nand containing sufficient information to establish the amount, date, place and\nessential character of the expenditure, Employee shall be reimbursed for such\ncosts and expenses in accordance with Employer's normal expense reimbursement\npolicy.  Employee shall be entitled to participate in all group life, health\nand medical insurance plans, stock option plans and other stock programs and\ncompensation plans and such other benefits, plans or programs as may be from\ntime to time specifically adopted and approved by Employer for employees\ngenerally.\n\n     2.3  Employee shall be entitled to such vacation, holiday, and (subject to\nthe provisions of Section 6.3 hereof) other paid or unpaid leave of absence as\nis consistent with Employer's normal policies or as otherwise approved by the\nBoard of Directors of Employer; provided, that, in no event shall Employee be\nentitled to less than three weeks of vacation.\n\n\n                                     -2-\n\n\n\n     2.4  As long as this Agreement in is effect, Employer agrees to provide\nand maintain life insurance coverage on the life of Employee in the face amount\nof $300,000, with proceeds thereunder payable to such beneficiaries as Employee\nmay designate, and Employer agrees to pay all premiums on such policy.\nCoverage shall continue throughout the employment term hereof.  Such coverage\nmay consist of term, group term, whole life or any other form of coverage\nselected by Employer in its sole discretion and may be with such insurers as\nEmployer may select.\n\n3.   PRESERVATION OF BUSINESS; FIDUCIARY RESPONSIBILITY:\n\n     Employee shall use his best efforts to preserve the business and\norganization of Employer and Subsidiary, to keep available to Employer and\nSubsidiary the services of present employees and to preserve the business\nrelations of Employer and Subsidiary with dealers, retailers, suppliers,\ndistributors, customers and others.  Employee shall not commit any act, or in\nany way assist others to commit any act, that would injure Employer or\nSubsidiary.  So long as Employee is employed by Employer or Subsidiary,\nEmployee shall observe and fulfill proper standards of fiduciary responsibility\nattendant upon his service and office.\n\n4.   EMPLOYEE'S OBLIGATION TO REFRAIN FROM USING OR DISCLOSING INFORMATION:\n\n     4.1.  As part of Employee's fiduciary duties to Employer and Subsidiary,\nEmployee agrees, both during the term of this Agreement and thereafter, to\nprotect, preserve the confidentiality of and safeguard Employer's and\nSubsidiary's secret or confidential information, knowledge, ideas, concepts,\nimprovements, discoveries and inventions, and, except as may be expressly\nrequired by Employer, Employee shall not, either during his employment by\nEmployer or Subsidiary or thereafter, directly or indirectly, use for his own\nbenefit or for the benefit of another, or disclose to another, any of such\ninformation, ideas, concepts, improvements, discoveries or inventions.\n\n     4.2.  Upon termination of his employment with Employer and Subsidiary, or\nat any other time upon request, Employee shall immediately deliver to Employer\nall documents embodying any of Employer's or Subsidiary's secret or\nconfidential information, ideas, concepts, improvements, discoveries and\ninventions.\n\n5.   INITIAL TERM; EXTENSIONS OF THE TERM:\n\n     5.1.  The term of this Agreement shall commence on the effective date\nhereof and shall end on the third anniversary of the effective date.\n\n     5.2.  The term of this Agreement shall automatically be extended for\nadditional one-year periods commencing on the anniversary date hereof and on\neach anniversary thereafter, unless either Employee or Employer gives written\nnotice to the other on or before any March 1 of his or its intention not to\nextend this Agreement.  Notwithstanding anything to the contrary contained\nherein, it is the intention of the parties hereto that, unless and until such\nnotice of non-extension is provided by either Employer or Employee as provided\nin the immediately preceding sentence (or unless this Agreement is terminated\npursuant to the terms hereof), as of each anniversary date hereafter the term\nof this Agreement shall be extended for one year so as to provide for a\nprospective three-year employment term as of each such anniversary date.\n\n6.   TERMINATION OTHER THAN BY EXPIRATION OF THE TERM:  Employer or Employee\nmay terminate Employee's employment under this Agreement at any time, but only\non the following terms:\n\n     6.1.  Employee may terminate his employment under this Agreement at any\ntime upon at least ninety (90) days' prior written notice to Employer.\n\n\n                                     -3-\n\n\n\n     6.2.  Employer may terminate Employee's employment under this Agreement at\nany time, without prior notice, for 'due cause' upon the good faith\ndetermination by the Board of Directors of Employer or Subsidiary that 'due\ncause' exists for the termination of the employment relationship.  As used\nherein, the term 'due cause' shall mean any of the following events:\n\n       (i)  any intentional misapplication by Employee of Employer's or\nSubsidiary's funds, or any other act of dishonesty injurious to Employer or\nSubsidiary committed by Employee; or\n\n      (ii)  Employee's conviction of a crime involving moral turpitude; or\n\n     (iii)  Employee's use or possession of any controlled substance or abuse\nof alcoholic beverages; or\n\n      (iv)  Employee's breach, non-performance or non-observance of any of the\nterms of this Agreement if such breach, non-performance or non-observance shall\ncontinue beyond a period of ten (10) days immediately after notice thereof by\nEmployer to Employee; or\n\n       (v)  any other action by the Employee involving willful and deliberate\nmalfeasance or gross negligence in the performance of Employee's duties.\n\n     6.3.  In the event Employee is incapacitated by accident, sickness or\notherwise so as to render Employee mentally or physically incapable of\nperforming the services required under SECTION 1 of this Agreement for a period\nof one hundred eighty (180) consecutive days, and such incapacity is confirmed\nby the written opinion of two (2) practicing medical doctors licensed by and in\ngood standing in the state in which they maintain offices for the practice of\nmedicine, upon the expiration of such period or at any time reasonably\nthereafter, or in the event of Employee's death, Employer may terminate\nEmployee's employment under this Agreement upon giving Employee or his legal\nrepresentative written notice at least thirty (30) day's prior to the\ntermination date.  Employee agrees, after written notice by the Board of\nDirectors of Employer or Subsidiary, a duly authorized committee thereof or any\nofficer of Employer or Subsidiary, to submit to examinations by such practicing\nmedical doctors selected by the Board of Directors of Employer or Subsidiary, a\nduly authorized committee thereof or any officer of Employer or Subsidiary.\n\n     6.4.  Employer may terminate Employee's employment under this Agreement at\nany time for any reason whatsoever, even without 'due cause,' by giving a\nwritten notice of termination to Employee, in which case the employment\nrelationship shall terminate immediately upon the giving of such notice.\n\n7.   EFFECT OF TERMINATION:\n\n     7.1.  In the event the employment relationship is terminated (a) by\nEmployee's refusal to continue his employment under the terms and conditions of\nthis Agreement, or (b) by Employer for 'due cause' pursuant to Section 6.2\nhereof, all compensation and benefits shall cease as of the date of\ntermination, other than: (i) those benefits that are provided by retirement\nand benefit plans and programs specifically adopted and approved by Employer or\nSubsidiary for Employee that are earned and vested by the date of termination,\nand (ii) Employee's pro rata annual salary through the date of termination.\nEmployee's right to exercise stock options and Employee's rights in other stock\nplans, if any, shall remain governed by the terms and conditions of the\nappropriate stock plan.\n\n\n                                     -4-\n\n\n\n     7.2.  If Employee's employment relationship is terminated pursuant to\nSection 6.3 hereof due to Employee's incapacity or death, Employee (or, in the\nevent of Employee's death, Employee's legal representative) will be entitled to\nthose benefits that are provided by retirement and benefits plans and programs\nspecifically adopted and approved by Employer or Subsidiary for Employee that\nare earned and vested at the date of termination and, even though no longer\nemployed by Employer or Subsidiary, shall continue to receive the salary\ncompensation (payable in the manner as prescribed in the second sentence of\nSection 2.1) for six (6) months following the date of termination.  Employee\n(or, in the event of Employee's death, Employee's legal representative) shall\nnot, however, be entitled to any bonuses not yet paid at the date of the\ntermination of employment.  Employee's right to exercise stock options and\nEmployee's rights in other stock plans, if any, shall remain governed by the\nterms and conditions of the appropriate stock plans.\n\n     7.3.  IF Employer (i) terminates the employment of Employee other than\npursuant to Section 6.2 hereof for 'due cause' or other than for a disability\nor death pursuant to Section 6.3 hereof or (ii) decreases Employee's salary\nbelow its then current level, as such salary level may have been increased from\ntime to time above the initial level specified in Section 2.1, or reduces any\nother employee benefits and perquisites below the levels provided for by the\nterms of Section 2 hereof, other than as a result of any amendment or\ntermination of any employee and\/or executive benefit plan or arrangement, which\namendment or termination is applicable to all employees of Employer or\nSubsidiary, THEN such action by Employer, unless consented to in writing by\nEmployee, shall be deemed to be a constructive termination by Employer of\nEmployee's employment (a 'Constructive Termination').  In the event of a\nConstructive Termination, the Employee shall be entitled to receive, in a lump\nsum within 30 days after the date of the Constructive Termination, an amount\nequal to one year's salary (undiscounted) in effect immediately prior to the\nevent giving rise to the Constructive Termination.  For purposes of this\nSection 7.3, the term 'salary' shall mean the annual rate of compensation,\nexcluding any bonuses, provided to Employee under Section 2.1 hereof\nimmediately prior to the event giving rise to the Constructive Termination.  In\nthe event of such Constructive Termination, all other rights and benefits\nEmployee may have under the employee benefit plans and arrangements of Employer\ngenerally shall be determined in accordance with the terms and conditions of\nsuch plans and arrangements.\n\n8.   EMPLOYEE'S NON-COMPETITION OBLIGATION:\n\n     8.1.  Employee acknowledges and agrees that he serves in a special\ncapacity for Employer and Subsidiary pursuant to which he will acquire unique\nknowledge of the operations and business of Employer and Subsidiary and, as\nsuch, will not be engaged in a common calling.  During the existence of\nEmployee's employment by Employer and Subsidiary hereunder and, if the\nemployment of Employee is terminated by Employer for any reason pursuant to\nSection 6.2 or Section 6.4, or Employee voluntarily terminates his employment,\nfor a period of one year from the date on which he shall cease to be employed\nby Employer or Subsidiary, Employee shall not, acting alone or in conjunction\nwith others, directly or indirectly, and whether as principal, agent, officer,\ndirector, partner, employee, consultant, broker, dealer or otherwise, in any of\nthe Business Territories (as defined below), engage in any business in\ncompetition with the business conducted by Employer, Subsidiary or any\nsubsidiary of Employer or Subsidiary, whether for his own account or otherwise,\nor solicit, canvass or accept any business or transaction for or from any other\ncompany or business in competition with such business of Employer or Subsidiary\nin any of the Business Territories.  For purposes hereof, the term 'Business\nTerritories' means the geographical regions within the geographic borders of\neach State in which Employer or Subsidiary is doing business during the term of\nthis Agreement and (in the case of post-employment non-competition obligations)\nat the date of the termination of Employee's employment with Employer and\nSubsidiary and any state in which Employer and Subsidiary had reasonable\nprospects of engaging in business during the noncompetition period following\ntermination of employment.\n\n\n                                     -5-\n\n\n\n     8.2.  It is the desire and intent of the parties that the provisions of\nSection 8.1 shall be enforced to the fullest extent permissible under the laws\nand public policies of the State of Texas.  Accordingly, if any particular\nportion of Section 8.1 shall be adjudicated to be invalid or unenforceable,\nSection 8.1 shall be deemed amended to (i) reform the particular portion to\nprovide for such maximum restrictions as will be valid and enforceable or if\nthat is not possible, then (ii) delete therefrom the portion thus adjudicated\nto be invalid or unenforceable.\n\n8A.  CHANGE IN CONTROL\n\n     8A.1 Notwithstanding anything to the contrary otherwise provided herein,\nif a 'change in control' (as defined below) of Employer occurs and within\ntwelve (12) months from the date of such 'change in control,' Employee\nvoluntarily terminates the employment relationship under this Agreement by\ngiving ninety (90) days' written notice to Employer and Subsidiary under\nSection 6.1 hereof or within such twelve (12) month period Employer or\nSubsidiary terminates Employee's employment without 'due cause' pursuant to\nSection 6.4, then Employee, even though no longer employed by Employer, shall\nbe entitled to earned and vested bonuses at the date of termination plus a\npayment in the amount of the remainder of Employee's current year's salary\n(undiscounted) plus the present value (employing a discount of 8%) of two\nadditional years' salary, based on the salary in effect immediately prior to\nthe 'change in control,' payable at the option of the Employee in either a lump\nsum within 30 days after the date of termination or annually over a three-year\nperiod.  For purposes of this Section 8A.1, the term 'salary' shall mean the\nsum of (i) the annual rate of compensation provided to Employee under Section\n2.1 hereof immediately prior to the 'change in control,' plus (ii) the average\nannual cash bonuses or other cash incentive compensation paid to Employee by\nEmployer for the three years in the three year period immediately preceding the\nyear in which there shall occur a 'change in control.'  Employee's right to\nexercise stock options and Employee's rights in other stock plans, if any,\nshall remain governed by the terms and conditions of the appropriate stock\nplan.  'Change in control' shall be deemed to have occurred if (i) any 'person'\n(as such term is used in Section 13(d) and 14(d)(2) of the Securities Exchange\nAct of 1934), becomes the beneficial owner, directly or indirectly, of\nsecurities of Employer representing 30% or more of the combined voting power of\nEmployer's then outstanding securities, (ii) during any period of 12 months,\nindividuals who at the beginning of such period constitute the Board of\nDirectors of Employer cease for any reason to constitute a majority thereof\nunless the election, or the nomination for election by Employer's stockholders\nof each new director was approved by a vote of at least a majority of the\ndirectors then still in office who were directors at the beginning of the\nperiod, or (iii) a person (as defined in clause (i) above) acquires (or, during\nthe 12-month period ending on the date of the most recent acquisition by such\nperson or group of persons has acquired) gross assets of Employer that have an\naggregate fair market value greater than or equal to over 50% of the fair\nmarket value of all of the gross assets of Employer immediately prior to such\nacquisition or acquisitions.\n\n     8A.2 Notwithstanding any other provision of this Agreement, if (a) there\nis a change in the ownership or effective control of Employer or in the\nownership of a substantial portion of the assets of Employer [within the\nmeaning of Section 280G(b)(2)(A) of the Internal Revenue Code (the 'Code')],\nand (b) the payments otherwise to be made pursuant to Section 8A.1 and any\nother payments or benefits otherwise to be paid to Employee in the nature of\ncompensation to be received by or for the benefit of Employee and contingent\nupon such event (the 'Termination Payments') would create an 'excess parachute\npayment' within the meaning of Section 280G of the Code, then Employer shall\nmake the Termination Payments in substantially equal installments, the first\ninstallment being due within thirty days after the date of termination and each\nsubsequent installment being due on January 31 of each year, such that the\naggregate present value of all Termination Payments, whether pursuant to this\nAgreement or otherwise, will be as close as possible to, but not exceed, 299%\nof the Employee's base amount, within the meaning of Section 280G.\n\n9.   OBLIGATIONS TO REFRAIN FROM COMPETING UNFAIRLY:\n\n\n                                     -6-\n\n\n\n     9.1.  In addition to the other obligations agreed to by Employee in this\nAgreement, Employee agrees that during his employment with Employer or\nSubsidiary and following the termination of his employment by Employer and\nSubsidiary he shall not at any time, directly or indirectly, (a) induce,\nentice, or solicit any employee of Employer or Subsidiary to leave his\nemployment, or engage in any discussions or communications with any employee of\nEmployer or Subsidiary concerning such employee's employment or the possibility\nof such employee's leaving his employment or (b) contact, communicate or\nsolicit any customer of Employer or Subsidiary derived from any customer list,\ncustomer lead, mail, printed matter or other information secured from Employer,\nSubsidiary or their present or past employees, or (c) in any other manner use\nany customer lists or customer leads, mail, telephone numbers, printed material\nor material of Employer or Subsidiary relating thereto.\n\n10.  MISCELLANEOUS:\n\n     10.1.  All notices and other communications required or permitted\nhereunder or necessary or convenient in connection herewith shall be in writing\nand shall be deemed to have been given when mailed by registered mail or\ncertified mail, return receipt requested, as follows (provided that notice of\nchange of address shall be deemed given only when received):\n\n     If to Employer or Subsidiary, then notice must be given to:\n\n     AmeriCredit Corp.\n     200 Bailey Avenue\n     Fort Worth, Texas 76107\n     Attention: Michael R. Barrington\n                Vice Chairman, President and Chief Operating Officer\n\n     If to Employee, to:\n\n     Michael T. Miller\n     3105 Clear Lake Lane\n     Highland Village, Texas 75067\n\nor to such other names or addresses as Employer, Subsidiary or Employee, as the\ncase may be, shall designate by notice to the other party hereto in the manner\nspecified in this Section 10.1.\n\n     10.2.  This Agreement shall be binding upon and inure to the benefit of\nEmployer, its successors, legal representatives and assigns, and upon Employee,\nhis heirs, executors, administrators, representatives and assigns.  Employee\nagrees that his rights and obligations hereunder are personal to him and may\nnot be assigned without the express written consent of Employer and Subsidiary.\n\n     10.3.  This Agreement may not be modified in any respect by any verbal\nstatement, representation or agreement made by any employee, officer, or\nrepresentative of Employer or Subsidiary or by any written agreement unless\nsigned by an officer of Employer who is expressly authorized by Employer to\nexecute such document.\n\n     10.4.  (a)  If any provision of this Agreement or application thereof to\nanyone or under any circumstances shall be determined to be invalid or\nunenforceable, such invalidity or unenforceability shall not affect any other\nprovisions or applications of this Agreement which can be given effect without\nthe invalid or unenforceable provision or application.\n\n\n                                     -7-\n\n\n\n            (b)  Without intending to limit the remedies available to Employer\nor Subsidiary, it is mutually understood and agreed that Employee's services\nare of a special, unique, unusual, extraordinary and intellectual character\ngiving them a peculiar value, the loss of which cannot be reasonably or\nadequately compensated in damages in an action at law, and, therefore, in the\nevent of a breach by Employee, Employer shall be entitled to equitable relief\nby way of injunction or otherwise.\n\n            (c)  Employee acknowledges that Sections 4, 8 and 9 are expressly\nfor the benefit of Employer and Subsidiary, that Employer and Subsidiary would\nbe irreparably injured by a violation of Section 4, 8 and\/or 9 and that\nEmployer or Subsidiary would have no adequate remedy at law in the event of\nsuch violation.  Therefore, Employee acknowledges and agrees that injunctive\nrelief, specific performance or any other appropriate equitable remedy (without\nany bond or other security being required) are appropriate remedies to enforce\ncompliance by Employer with Section 4, Section 8 and Section 9.\n\n     10.5.  Employee acknowledges that, from time to time, Employer or\nSubsidiary may establish, maintain and distribute employee manuals or handbooks\nor personnel policy manuals, and officers or other representatives of Employer\nor Subsidiary may make written or oral statements relating to personnel\npolicies and procedures.  Such manuals, handbooks and statements are intended\nonly for general guidance.  No policies, procedures or statements of any nature\nby or on behalf of Employer or Subsidiary (whether written or oral, and whether\nor not contained in any employee manual or handbook or personnel policy\nmanual), and no acts or practices of any nature shall be construed to modify\nthis Agreement or to create express or implied obligations of any nature to\nEmployee.\n\n     10.6.  The laws of the State of Texas will govern the interpretation,\nvalidity and effect of this Agreement without regard to the place of execution\nor the place for performance thereof, and Employer and Employee agree that the\nstate and federal courts situated in Tarrant County, Texas shall have personal\njurisdiction over Employer and Employee to hear all disputes arising under this\nAgreement.  This Agreement is to be at least partially performed in Tarrant\nCounty, Texas, and, as such, Employer and Employee agree that venue shall be\nproper with the state or federal courts in Tarrant County, Texas to hear such\ndisputes.  In the event either Employer or Employee is not able to effect\nservice of process upon the other with respect to such disputes, Employer and\nEmployee expressly agree that the Secretary of State for the State of Texas\nshall be an agent of Employer and\/or the Employee to receive service of process\non behalf of Employer and\/or the Employee with respect to such disputes.\n\n11.  ADDITIONAL INSTRUMENTS:\n\n     Employee and Employer shall execute and deliver any and all additional\ninstruments and agreements that may be necessary or proper to carry out the\npurposes of this Agreement.\n\n\n                                     -8-\n\n\n\n     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have\nexecuted this Agreement as of the date first written above.\n\n                                       AmeriCredit Corp.\n\n\n                                       By:\n                                          ----------------------------------\n                                          Michael R. Barrington\n                                          Vice Chairman, President and\n                                          Chief Operating Officer\n\n\n                                       EMPLOYEE\n\n\n                                       By:\n                                          ----------------------------------\n                                          Michael T. Miller\n\n\n\n\n\n\n\n\n                                    -9-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6685],"corporate_contracts_industries":[9416],"corporate_contracts_types":[9539,9544],"class_list":["post-38920","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-americredit-corp","corporate_contracts_industries-financial__credit","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38920","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38920"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38920"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38920"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38920"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}