Form of Restricted Stock Unit Award Agreement



 Exhibit 10.3 
 ASSET ACCEPTANCE CAPITAL CORP. 
 2004 STOCK INCENTIVE PLAN 
 (as amended and restated effective October 29, 2008) 
  

 
 Restricted Stock Unit
Award Agreement (Time-Based) 
  
  
 Award No.      
 You are hereby awarded Restricted Stock Units (the “RSUs”) subject to the terms and conditions set forth in this Restricted Stock Unit Award Agreement (the “Award Agreement” or “Award”),
and in the Asset Acceptance Capital Corp. 2004 Stock Incentive Plan, as amended and restated effective October 29, 2008 (the “Plan”). A copy of the Plan is attached as Annex A and a summary of the Plan appears in its
prospectus, which is attached as Annex B. The Plan shall control over the prospectus in the event of any conflict or inconsistency between them. You should carefully review these documents, and consult with your personal financial advisor, in
order to fully understand the implications of this Award Agreement, including your tax alternatives and their consequences. 
 By executing
this Award Agreement, you agree to be bound by all of the Plan’s terms and conditions as if they had been set out verbatim below. In addition, you recognize and agree that all determinations, interpretations, or other actions respecting the
Plan and this Award Agreement will be made by the Company’s Board of Directors (the “Board”) of Asset Acceptance Capital Corp. (the “Company”) or the Compensation Committee (the “Committee”) appointed
by the Board, and shall be final, conclusive and binding on all parties, including you, your heirs and representatives. Capitalized terms are defined in the Plan or in this Award Agreement. 
  

	1.	Specific Terms. Your RSUs have the following terms: 

  

			
	Name of Participant	  	
		
	Number of RSUs Subject to Award	  	
		
	Purchase Price per Share (if applicable)	  	Not applicable.
		
	Grant Date	  	February 25, 2009
		
	Vesting	  	Your Award will vest at the rate of one-third of the RSUs subject to the Award on February 25 of 2011, 2012 and 2013, provided that your Continuous Service has not ended before the vesting date.

		
	Deferral Elections	  	x Not allowed.

  

 1 









	2.	Satisfaction of Vesting Restrictions. No shares of Common Stock will be issued before you complete the requirements that are necessary for you to vest in the shares of
Common Stock underlying your RSUs. As soon as practicable after the date on which your RSUs vest in whole or in part the Company will issue to you or your duly-authorized transferee, free from vesting restrictions (but subject to such legends as the
Company determines to be appropriate), one share of Common Stock for each vested RSU. Certificates shall not be delivered to you unless all applicable employment and tax-withholding obligations have been satisfied in accordance with Section 13
of this Award Agreement. 

  

	3.	Dividends. During the Restricted Period, you are entitled to any cash or stock dividends declared and paid to holders of shares of Common Stock. Any stock dividends
will be subject to the same vesting or forfeiture of the RSUs to which they are attributable. Any cash dividends will be reinvested in additional RSUs (determined by dividing the dividend amount by the Fair Market Value of the Common Stock) when the
dividends would be otherwise paid. These reinvested RSUs will also vest or be forfeited based on the vesting or forfeiture of the RSUs to which they are attributable. 

  

	4.	Restrictions on Transfer of Award. Your rights under this Award Agreement may not be sold, pledged, or otherwise transferred without the prior written consent of the
Committee. 

  

	5.	Termination of Employment. As provided in Section 7.2 of the Plan, if your Continuous Service terminates for any reason (other than as provided in
Section 8.2 of the Plan, after a Change in Control), your rights to shares of Common Stock underlying RSU’s subject to this Award that have not vested shall automatically terminate and be forfeited; provided, however, that the Committee,
in its sole discretion, may waive or change the remaining restrictions or add additional restrictions with respect to any RSU’s that would otherwise be forfeited, as the Committee may deem appropriate. 

  

	6.	Change in Control. Notwithstanding anything contained herein to the contrary, in the event of your Change in Position subsequent to a Change in Control, your Award
shall immediately become fully vested. 

  

	7.	Effect on Term on Employment. Neither the granting of the Award, nor the execution and delivery of this Agreement shall be deemed to create or confer on you any right
to be retained (or to continue) as an Employee or to interfere in any way with the right of the Company to terminate your employment at any time. 

  

	8.	Adjustments. 

 (a) The total number of shares
of Common Stock subject to the grant of the Award shall be adjusted pro rata pursuant to Section 8.1(a) of the Plan. The foregoing adjustments shall be made by the Board, whose determination in that respect shall be final, binding and
conclusive. 
  

 2 








 (b) In the event of a proposed dissolution or liquidation of the Company, the Committee shall notify you
as soon as practicable prior to the effective date of such proposed transaction. The Committee in its discretion may provide for you to have the right to fully vest in this Award within ten (10) days prior to such transaction as to all of the
shares of Common Stock covered thereby. In addition, the Committee may provide that any re-purchase Award of the Company applicable to the shares of Common Stock received through vesting of the Award shall lapse as to all such shares, provided that
the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, the Award shall terminate immediately prior to the consummation of the proposed dissolution or
liquidation. 
 (c) In the event of a merger of the Company with or into another Company, the sale of substantially all of the assets of the
Company, or the reorganization or consolidation of the Company, this Award shall be assumed or an equivalent Award or right substituted by the successor Company or the parent or a subsidiary of the successor Company. In the event that such successor
Company (or the parent or a subsidiary thereof) refuses to assume or substitute for the Award, you shall fully vest in the Award in full. If an Award becomes fully vested in lieu of assumption or substitution in the event of a merger or sale of
assets, the Committee shall notify you in writing or electronically that the Award shall be fully vested from the date of such notice, and the Award shall terminate upon the expiration of such period. For the purposes of this Section 8(c), the
Award shall be considered assumed if, following the merger, sale of assets, reorganization or consolidation, the Award or right confers the right to purchase or receive, for each share of Common Stock covered by your Award, immediately prior to such
transaction, the consideration (whether stock, cash, or other securities or property) received in the merger, sale of assets, reorganization or consolidation by holders of Common Stock for each share of Common Stock held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the merger, sale of assets,
reorganization or consolidation is not solely common stock of the successor Company (or the parent or a subsidiary thereof), the Committee may, with the consent of the successor Company, provide for the consideration to be received upon the exercise
of the Award, for each share of Common Stock subject to the Award, to be solely Common Stock of the successor Company (or the parent or a subsidiary thereof) equal in Fair Market Value to the per share consideration received by holders of Common
Stock in the merger or sale of assets. 
 (d) The foregoing adjustments described in Section 8(b) and Section 8(c)
shall be made by the Committee. Any such adjustment may provide for the elimination of any fractional share which might otherwise become subject to an Award. 
  

	9.	Rights Prior to Issuance of Shares. You shall not have any rights as a shareholder with respect to shares of Common Stock covered by the Award until the issuance of a
certificate for such shares of Common Stock. 

  

 3 









	10.	Non-Assignability. The Award shall not be transferable by you except by will or the laws of descent and distribution. During your lifetime, the Award shall be settled
only by you, except in the event of your Disability, in which case your legal guardian or the individual designated in the your durable power of attorney may settle the Award. Any transferee of the Award shall take the same subject to the terms and
conditions of this Agreement and the Plan. No transfer of the Award by will or the laws of descent and distribution, or as otherwise permitted by the Committee, shall be effective to bind the Company unless the Company shall have been furnished with
written notice thereof and a copy of the will and/or such evidence as the Company may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of the Award.


  

	11.	Designation of Death Beneficiary. Notwithstanding anything to the contrary contained herein or in the Plan, following the execution of this Award Agreement, you may
expressly designate a death beneficiary (the “Beneficiary”) to your interest, if any, in this Award and any underlying shares of Common Stock. You may designate the Beneficiary by completing and executing a designation of beneficiary
agreement substantially in the form attached hereto as Annex C (the “Designation of Death Beneficiary”) and delivering an executed copy of the Designation of Beneficiary to the Company. To the extent you do not duly designate
a beneficiary who survives your death, your estate will automatically be your death beneficiary. 

  

	12.	Securities Laws. 

 (a) Anything to the
contrary herein notwithstanding, the Company’s obligation to sell and deliver Common Stock pursuant to the exercise of the Award is subject to such compliance with federal and state laws, rules and regulations applying to the authorization,
issuance or sale of securities as the Company deems necessary or advisable. The Company shall not be required to sell and deliver or issue Common Stock unless and until it receives satisfactory assurance that the issuance or transfer of such shares
shall not violate any of the provisions of the Securities Act of 1933 or the Exchange Act, or the rules and regulations of the Securities Exchange Commission promulgated thereunder or those of the Stock Exchange or any stock exchange on which the
Common Stock may be listed, the provisions of any state laws governing the sale of securities, or that there has been compliance with the provisions of such acts, rules, regulations and laws. 
 (b) The Committee may impose such restrictions on any shares of Common Stock acquired pursuant to the exercise of the Award as it may deem advisable,
including, without limitation, restrictions (i) under applicable federal securities laws, (ii) under the requirements of the Stock Exchange or any other securities exchange, recognized trading market or quotation system upon which such
shares of Common Stock are then listed or traded, and (iii) under any blue sky or state securities laws applicable to such shares. No shares shall be issued until counsel for the Company has determined that the Company has complied with all
requirements under appropriate securities laws. 
  

 4 









	13.	Taxes. 

 (a) The Company shall have the right
to withhold from your compensation or require you to remit sufficient funds to satisfy applicable withholding for income and employment taxes upon the vesting of the Award. You may make a written election to tender previously-acquired shares of
Common Stock or have shares of Common Stock withheld from the settlement of your Award, provided that the shares have an aggregate Fair Market Value sufficient to satisfy in whole or in part the applicable withholding taxes. The Company shall
not withhold more shares of Common Stock than are necessary to meet the minimum established tax withholding requirements of federal, state and local obligations. 
 (b) If you are subject to the insider trading restrictions of Section 16(b) of the Exchange Act, then you may use Common Stock to satisfy the applicable withholding requirements only if such disposition is
approved in accordance with Rule 16b-3 of the Exchange Act. 
 (c) Except to the extent otherwise specifically provided in any agreement
between you and the Company, by signing this Award Agreement you acknowledge being solely responsible for the satisfaction of any taxes that may arise pursuant to this Award (including taxes arising under Code Sections 409A (regarding deferred
compensation) or 4999 (regarding golden parachute excise taxes), and that neither the Company nor the Committee shall have any obligation whatsoever to pay such taxes or to otherwise indemnify or hold you harmless from any or all of such taxes. The
Committee shall have the sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of the Plan and this Award Agreement. 
  

	14.	Disputes. As a condition of the granting of the Award hereunder, you, as well as your permitted successors and assigns, legal guardian or the individual designated in
your durable power of attorney, agree that any dispute or disagreement which shall arise under or as a result of the Award, this Agreement or the Plan shall be determined and interpreted by the Committee in its sole discretion and judgment and that
any such determination and any such interpretation by the Committee shall be final and shall be binding and conclusive for all purposes. 

  

	15.	Provisions of Plan Controlling. The provisions of this Agreement are subject to the terms and provisions of the Plan. In the event of any conflict between the
provisions of this Agreement, the Award, and/or the provisions of the Plan, the provisions of the Plan shall control. 

  

	16.	Long-term consideration for Award. The terms and conditions set forth in Annex D (including the terms of the Protective Provisions as defined therein) are
hereby incorporated by reference and made an integral part of this Agreement. An invalidation of all or a part of Annex D or the Protective Provisions, your commencement of litigation to invalidate, modify or alter the terms and conditions
set forth in Annex D or the Protective Provisions, or your failure to perform your obligations under the Protective Provisions shall cause this Agreement to become null, void and unenforceable. 

  

 5 









	17.	Miscellaneous. 

 (a) Notices. All
notices, requests, demands, claims, and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) if physically delivered, (ii) if telephonically transmitted by facsimile transmission, if such
transmission is confirmed by delivery by certified or registered United States Mail (with first class postage pre-paid) or guaranteed overnight delivery, (iii) if transmitted via e-mail, if such transmission is confirmed by delivery by
certified or registered United States Mail (with first class postage pre-paid) or guaranteed overnight delivery, (iv) five business days after having been deposited in the United States Mail, as certified or registered mail (with return receipt
requested and with first class postage pre-paid), or (v) one (1) business day after having been transmitted to a third party providing delivery services in the ordinary course of business which guarantees delivery on the next business day
after such transmittal (e.g., via Federal Express), all of which notices or other communications shall be addressed to the recipient as follows: 
  

	 	(x)	If to the Company, to: 

 ASSET ACCEPTANCE
CAPITAL CORP. 
 28405 Van Dyke Avenue 
 Warren, Michigan 48093 
 (596.939.9600) 
 Attention: Secretary 
  

	 	(y)	If to you, to the address set forth in the records of the Company. 

 Such names and addresses may be changed by written notice. 
 (b) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 
 (c)
Captions. The captions to the sections and subsections contained in this Agreement are for reference only, do not form a substantive part of this Agreement and shall not restrict or enlarge substantive provisions of this Agreement.

 (d) Parties in Interest. This Agreement shall bind and shall inure to the benefit of the parties hereto, their respective permitted
successors and assigns. 
 (e) Complete Agreement. This Agreement shall constitute the entire agreement between the parties hereto and
shall supersede all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. 
 (f) Modifications. The terms of this Agreement cannot be modified except in writing and signed by each of the parties hereto. 
 (g) Assignment. Except as otherwise expressly provided in this Agreement, the rights and obligations provided by this Agreement shall not be assignable by any party without the prior written consent of the other parties. 

 

 6 








 (h) Severability. In the event that any one or more of the provisions of this Agreement should be
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 
 (i) Governing Law. The terms of this Agreement shall be governed by and construed in accordance with Michigan law. 
 [SIGNATURES ON NEXT PAGE] 
  

 7 








 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first
above written. 
  

			
	COMPANY:
	
	ASSET ACCEPTANCE CAPITAL CORP.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	PARTICIPANT:
	
	The undersigned Participant hereby accepts the terms of this Award Agreement and the Plan.
		
	By:	 	  




			
	Name of Participant:	 	  



  

 8 








 ANNEX A 
 ASSET ACCEPTANCE CAPITAL CORP. 
 2004 STOCK INCENTIVE PLAN 
  
  
 Plan Document 
  
  
  

 9 








 ANNEX B 
 ASSET ACCEPTANCE CAPITAL CORP. 
 2004 STOCK INCENTIVE PLAN 
  
  
 Plan Prospectus 
  
  
  

 10 








 ANNEX C 
 ASSET ACCEPTANCE CAPITAL CORP. 
  
  
 Designation of Death
Beneficiary 
  
  
 In connection with the Awards designated below that I have received pursuant to the Plan, I hereby designate the person specified below as the
beneficiary upon my death of my interest in such Awards. This designation shall remain in effect until revoked in writing by me. 
  

			
	Name of Beneficiary:	 	  

		
	Address:	 	  

		
		 	  

		
		 	  

		
	Social Security No.:	 	  


 This beneficiary designation relates to any and all of my rights under the following Award or
Awards: 
  

			
	 ̈	 	any Award that I have received or ever receive under the Plan.
		
	 ̈	 	the                      Award that I received pursuant to an award agreement dated
                         ,              between myself and the
Company.

 I understand that this designation operates to entitle the above named beneficiary, in the event
of my death, to any and all of my rights under the Award(s) designated above from the date this form is delivered to the Company until such date as this designation is revoked in writing by me, including by delivery to the Company of a written
designation of beneficiary executed by me on a later date. 
  

			
	Date:	 	  

		
	By:	 	  

		 	Name of Participant:


  

			
	Sworn to before me this
	    day of                     ,
200    
	  

	Notary Public


			
	County of	 	  

	State of	 	  


  

 11 








 ANNEX D 
 ASSET ACCEPTANCE CAPITAL CORP. 
 2004 STOCK INCENTIVE PLAN 
  
  
 Long-Term Consideration and 
 Company Recovery for Breach 
  
  
 By signing and accepting your Award Agreement, you recognize and agree that the Company’s key consideration in granting this Award is securing your
long-term commitment to serve as its
                                         who will
advance and promote the Company’s business interests and objectives. Accordingly, you agree that this Award shall be subject to the following terms and conditions as material and indivisible consideration for the Award: 
 (a) Fiduciary Duty. During your employment with the Company you shall devote your full energies, abilities, attention and business time to the
performance of your job responsibilities and shall not engage in any activity which conflicts or interferes with, or in any way compromises, your performance of such responsibilities. 
 (b) Agreement. You and Asset Acceptance, LLC, a wholly-owned subsidiary of the Company, have entered into the Non-Interference, Non-Disclosure and
Non-Competition Agreement dated                     ,
                    , (the “Agreement”). 
 (c) Survival of Commitments; Potential Recapture of Award and Proceeds. You acknowledge and agree that the terms and conditions of this Annex D and the provisions of the Agreement (the “Protective
Provisions”) shall survive both (i) the termination of your employment with the Company for any reason, and (ii) the termination of the Plan, for any reason. You acknowledge and agree that the grant of Restricted Stock Units in this
Award Agreement is just and adequate consideration for the survival of the restrictions set forth herein, and that the Company may pursue any or all of the following remedies if you either violate the terms of this Section or succeed for any reason
in invalidating any part of it (it being understood that the invalidity of any term hereof would result in a failure of consideration for this Award): 
  

	 	(i)	declaration that the Award is null and void and of no further force or effect; 

  

	 	(ii)	recapture of any cash paid or shares of Common Stock issued to you, or any designee or beneficiary of you, pursuant to the Award; 

  

	 	(iii)	recapture of the proceeds, plus reasonable interest, with respect to any shares of Common Stock that are both issued pursuant to this Award and sold or otherwise disposed of by you,
or any designee or beneficiary of you. 

 The remedies provided above are not intended to be exclusive, and the Company may
seek such other remedies as are provided by law, including equitable relief. 
  

 12 








 (d) Acknowledgement. You acknowledge and agree that your adherence to the foregoing requirements
will not prevent you from engaging in your chosen occupation and earning a satisfactory livelihood following the termination of your employment with the Company. 
  

 13