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Exhibit 10(q)(12)




CREDIT ACCEPTANCE CORPORATION

BOARD OF DIRECTORS RESTRICTED STOCK UNIT AWARD AGREEMENT




Credit Acceptance Corporation (the “Corporation”) hereby grants you,                      (Participant”), a
Restricted Stock Unit Award (the “Award”) under the Credit Acceptance Corporation 2004 Incentive
Compensation Plan, as amended and approved by the shareholders of the Corporation on May 21,
2009(the “Plan”). The terms and conditions of the Award are set forth below.



GRANT DATE:


 



NUMBER OF RESTRICTED STOCK UNITS:


 





PERFORMANCE PERIOD:

 





PERFORMANCE MEASURE: Restricted Stock Units will vest based upon percentage growth in Economic
Profit as set forth in Appendix A to this Agreement.



     THIS AGREEMENT, effective as of the Grant Date above, represents the grant of Restricted Stock
Units by the Corporation to the Participant named above, pursuant to the provisions of the Plan and
this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless
specifically set forth otherwise herein. The parties hereto agree as follows:




	1.	 	Performance Period. The Performance Period commences on                     , and ends on
                    .
	 
	2.	 	Value of Restricted Stock Units. Each Restricted Stock Unit shall represent and have
a value equal to one share of common stock, par value $0.01, of the Company, subject to
adjustment as provided in Section 6.03 of the Plan.
	 
	3.	 	Restricted Stock Units and Achievement of Performance Goal. Restricted Stock Units
shall vest ratably over the Performance Period provided that the Company achieves the
performance goals set forth on Exhibit A and Participant is providing services to the Company
through the date on which the Committee certifies achievement of such goals (the “Vesting
Date”).
	 
	4.	 	Termination Provisions. Participant shall be eligible for payment of vested
Restricted Stock Units on the Payment Date (as defined in Section 6 of this Agreement)
provided that Participant is providing services to the Company through the applicable Vesting
Date, regardless of whether the Participant is providing services to the Company through the
Payment Date.
	 
	5.	 	Dividend Equivalents. During the Performance Period, the Company shall credit to
Participant, on each date that the Company pays a cash dividend to holders of common stock
generally, an additional number of Restricted Stock Units (“Additional Restricted Stock
Units”) equal to the total number of whole Restricted Stock Units and Additional






 









 





	 	 	Restricted Stock Units previously credited to Participant under this Agreement multiplied
by the dollar amount of the cash dividend paid per share of common stock by the Company on
such date, divided by the closing price of a share of common stock on such date. Any
fractional Restricted Stock Unit resulting from such calculation shall be included in the
Additional Restricted Stock Units. A report showing the number of Additional Restricted
Stock Units so credited shall be sent to Participant periodically, as determined by the
Company. The Additional Restricted Stock Units so credited shall be subject to the same
terms and conditions as the Restricted Stock Units granted pursuant to this Agreement and
the Additional Restricted Stock Units shall be forfeited in the event that the Restricted
Stock Units with respect to which the dividend equivalents were paid are forfeited.
	 
	6.	 	Form and Timing of Restricted Stock Units. Except as set forth in Section 11 of this
Agreement, payment of the vested Restricted Stock Units shall be made in stock and payment of
the earned and vested Restricted Stock Units shall be made on                      (the “Payment
Date”).
	 
	7.	 	Tax Withholding. No withholding or deduction shall be made by the Company in respect
of the Restricted Stock Units. It is intended that the Participant shall be solely
responsible for the withholding and/or payment of any federal, state, local or other taxes,
including but not limited to, estimated taxes and self-employment taxes, as well as any
interest or penalties that may be assessed, imposed or incurred as a result of the
compensation paid under this Agreement.
	 
	8.	 	Nontransferability. Restricted Stock Units may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent
and distribution.
	 
	9.	 	Administration. This Agreement and the rights of the Participant hereunder are
subject to all the terms and conditions of the Plan, as the same may be amended from time to
time, as well as to such rules and regulations as the Committee may adopt for administration
of the Plan. It is expressly understood that the Committee is authorized to administer,
construe, and make all determinations necessary or appropriate to the administration of the
Plan and this Agreement, all of which shall be binding upon the Participant. Any
inconsistency between the Agreement and the Plan shall be resolved in favor of the Plan.
	 
	10.	 	Specific Restrictions upon Shares. The Participant hereby agrees with the Company as
follows:






	 	a.	 	The Participant shall acquire the shares issuable with respect to the
Restricted Stock Units granted hereunder for investment purposes only not with a view
of resale or other distribution thereof to the public in violation of the Securities
Act of 1933, as amended (the “1933 Act”) and shall not dispose of any such shares in
transactions which, in the opinion of counsel to the Company, violate the 1933 Act, or
the rules and regulations thereunder, or any applicable state securities or “blue Sky”
laws.
	 
	 	b.	 	If any shares acquired with respect to the Restricted Stock Units shall be
registered under the 1933 Act, no public offering (otherwise than on a national
securities exchange, as defined in the Exchange Act) of any such shares shall be




 









 






	 	 	 	made by the Participant under such circumstances that he or she (or such other
person) may be deemed an underwriter, as defined in the 1933 Act.






	11.	 	Miscellaneous.






	 	a.	 	Change in Control. Notwithstanding anything to the contrary in this
Agreement, in the event of a Change in Control, (i) as provided by Section 6.02
of the Plan, the restrictions applicable to the Restricted Stock Units granted
under this Agreement shall lapse, the Performance Goal shall be deemened to have
been achieved, and all other terms and conditions shall be deemed to have been
satisfied and (ii) each Restricted Stock Unit shall be terminated on the Change in
Control in exchange for a cash payment equal to the fair market value of the
Restricted Stock Units, payable within thirty (30) days following the Change in
Control.
	 
	 	b.	 	Adjustments to Shares. In the event of any merger, reorganization,
recapitalization, stock dividend, stock split, extraordinary distribution with
respect to the Stock or other change in corporate structure affecting the Stock,
the Committee or Board of Directors of the Company will make such substitution or
adjustments in the aggregate number and kind of shares of Stock subject to this
Restricted Stock Unit Award to prevent dilution of rights.
	 
	 	c.	 	Notices. Any written notice required or permitted under this
Agreement shall be deemed given when delivered personally, as appropriate either
to the Participant or to the Human Resources Department of the Company, or when
deposited in a United States Post Office as registered mail, postage prepaid,
addressed as appropriate either to the Participant at his or her address as he or
she may designate in writing to the Company, or to the Attention: Human Resources
Department, Credit Acceptance Corporation, at its headquarters office or such
other address as the Company may designate in writing to the Participant.
	 
	 	d.	 	Failure to Enforce Not a Waiver. The failure of the Company to
enforce at any time any provision of this Agreement shall in no way be construed
to be a waiver of such provision or of any other provision hereof.
	 
	 	e.	 	Governing Law. All questions concerning the construction, validity
and interpretation of this Agreement shall be governed by and construed according
to the laws of the State Michigan.
	 
	 	f.	 	Provision of Plan. The Restricted Stock Units provided for herein
and granted pursuant to the Plan, and said Restricted Stock Units and this
Agreement are in all respects governed by the Plan and subject to all of the terms
and provisions thereof, whether such terms and provisions are incorporated in this
Agreement, solely by reference or expressly cited herein. If there is any
inconsistency between the terms of this Agreement and the terms of the Plan, the
Plan’s terms shall completely supersede and replace the conflicting terms of this
Agreement.





 









 





	 	g.	 	Section 16 Compliance. If the Participant is subject to
Section 16 of the Exchange Act, except in the case of death or disability, or
unless otherwise exempt, at least six months must elapse from the date of grant of
the Restricted Stock Units hereunder to the date of the Participant’s disposition
of such Restricted Stock Units or the underlying shares of stock.
	 
	 	j.	 	Code Section 409A. The Restricted Stock Units are intended
to comply with Section 409A of the Code and shall be interpreted in accordance
with Section 409A of the Code and Treasury Regulations and other interpretive
guidance issued thereunder, including without limitation any such regulations or
other guidance that may be issued after the awards are granted. Notwithstanding
any provision of the Plan or the Agreement to the contrary, in the event that the
Committee determines that any award may or does not comply with Section 409A of
the Code, the Company may adopt such amendments to the award (without Participant
consent) or adopt other policies and procedures (including amendments, policies
and procedures with retroactive effect), or take any other actions, that the
Committee determines are necessary or appropriate to (i) exempt the award from the
application of Section 409A of the Code and/or preserve the intended tax treatment
of the benefits provided with respect to award, or (ii) comply with the
requirements of Section 409A of the Code.





IN WITNESS WHEREOF, the Credit Acceptance Corporation has executed this Agreement in duplicate on
the ___ day of                     , 200_.



	 	 	 	 	 
	CREDIT ACCEPTANCE CORPORATION

 	 	 
	BY:  	 	 	 
	PRINT NAME: 	 	 	 
	It: 	 	 	 
	 




I, acknowledge receipt of a copy of the Plan (either as an attachment hereto or that has been
previously received by me) and that I have carefully read this Award Agreement and the Plan. I
agree to be bound by all of the provisions set forth in this Award Agreement and the Plan.




	 	 	 	 	 
	BY:  	 	 	 
	 	NAME 	 	 	 



 









 





Appendix A




Each year, 20% of the Restricted Stock Unit shall vest provided that Participant is providing
services to the Company through the Vesting Date (as defined in the Agreement) and the compounded
Economic Profit for the applicable year improves at least 10% from the prior year (“Cumulative
Growth”), starting with 20___ as compared with 20___.



If Cumulative Growth for the applicable year is greater than 0% but less than 10% then half of the
Restricted Stock Units will vest.



In Years 2 through 5, if Cumulative Growth is 10% or greater, then all the Restricted Stock Unit’s
that did not vest in prior years, will also vest.