- Current report filing (8-K)
March 16 2009 - 5:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2009
Asset Acceptance Capital
Corp.
(Exact name of Registrant as specified in its charter)
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Delaware
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000-50552
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80-0076779
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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28405 Van Dyke Avenue
Warren, MI 48093
(Address of principal executive offices)
Registrants telephone number, including area code: (586) 939-9600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 140.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e)
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Compensatory Arrangements of Certain Officers.
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Annual Incentive
Compensation Plan for Management
On March 13, 2009, the Compensation Committee (the Committee) of the Board of Directors of Asset
Acceptance Capital Corp. (the Company) approved the Asset Acceptance Capital Corp. 2009 Annual Incentive Compensation Plan for Management (the Annual Incentive Plan). The Annual Incentive Plan is intended to provide
incentives to eligible employees (the Participants) to advance the interests of the Company and to attract and retain employees.
The Annual
Incentive Plan provides for the payment of cash bonuses to Participants, which includes the Companys executive officers (including the named executive officers identified in the Companys 2008 proxy statement) and most of the other
management employees of the Company.
The Annual Incentive Plan will establish for each Participant a bonus target equal to a specified percentage of base
salary (the Target Bonus). The Target Bonus will be set by the Compensation Committee at a level consistent with each Participants responsibilities. The Annual Incentive Plan is comprised of two parts: (a) Financial
Objectives; and (b) Personal Objectives. Bonus amounts will be computed separately for achievement of Financial Objectives and Personal Objectives, as set forth below:
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Financial Objectives
: The financial performance of the Company will be measured by EBITDA (as defined in the Annual Incentive Plan), with minimum, target and
maximum goals (as those goals are defined in the Annual Incentive Plan). The participant will receive 25%, 50% and 100% of the Target Bonus if the Companys financial performance achieves the minimum, target and maximum goal, respectively. If
the Company achieves EBITDA greater than its minimum goal but less than its maximum goal, the percentage of each Participants Target Bonus will be pro-rated consistent with a formula set forth in the Annual Incentive Plan. If the actual EBITDA
is less than the minimum goal, no bonus is earned.
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Personal Performance Objectives
: Each Participant may earn up to a maximum of 50% of his or her Target Bonus based on the achievement of specified personal
objectives jointly developed by the Participant and management of the Company. The Committee approves the personal objectives of the Companys executive officers. No bonus is earned based on Personal Performance Objectives if EBITDA achieved by
the Company does not at least equal the minimum EBITDA goal under the Financial Objectives. The Committee shall have the discretion as to the executive officers of the Company, and the President and Chief Executive Officer shall have discretion as
to all other Participants, to adjust the portion of the bonus based on achievement of Personal Performance Objectives by each participant upward or downward by a maximum of 20% based on exigent circumstances that make the achievement of any goal
easier or more difficult to achieve than anticipated at the time the goal was established.
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The Board of Directors may seek reimbursement of excess incentive cash compensation paid under the Annual Incentive Plan
to an executive officer, on terms deemed appropriate by the Board, if the Board or the Audit Committee determines that the Companys financial statements for the year ended December 31, 2009 are the subject of a material restatement for
the relevant performance period. Excess incentive cash compensation means the positive difference, if any, between the amount of bonus paid and the amount of bonus that would have been paid had the bonus been calculated based on the Companys
financial statements as restated.
The Target Bonus, expressed as a percentage of annual base compensation paid in 2009, ranges from 35% to 80% for the
current named executive officers and is 35% for all other executive officers of the Company.
None of the minimum, target or maximum goals related to the
Financial Objectives, nor the specific Personal Performance Objectives for each of the named executive officers, has been included in this description in order to maintain the confidentiality of the Companys confidential commercial or business
information.
All cash bonuses under the Annual Incentive Plan are earned upon the Board of Directors approval of the 2009 audited financial
statements and computation of EBITDA resulting from such approved financial statements. If a Participants employment is terminated for any reason prior to the approval of the 2009 audited financial statements, the cash bonus for that
Participant is forfeited. Any deviations from the Annual Incentive Plan must be approved by the Compensation Committee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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March 16, 2009
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Asset Acceptance Capital Corp.
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By:
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/s/ E.L. Herbert
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Name:
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E.L. Herbert
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Title:
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Vice President and General Counsel
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