**Exhibit 10.1**

**Confidential**

**Asset Acceptance Capital Corp.**

**2010 Annual Incentive Compensation Plan for Management**

General 

Each year theCompensation Committee (the “Committee”) of the Board of Directors of Asset Acceptance Capital Corp. (the “Company”) establishes an annual incentive compensation plan (the “Plan”) for key executives and certain othermanagement level associates (the “Plan Participant(s)”) of the Company. 

The Plan will establish for each PlanParticipant a target bonus (the “Target Bonus”) equal to a specified percentage of Base Salary (as defined below). The Target Bonus will be set by the Committee at a level consistent with each associate’s responsibilities. As used inthis Plan, “Base Salary” shall be the Plan Participant’s base compensation (excluding incentive and any other taxable compensation) paid for services rendered during 2010. For individuals who become Plan Participants during 2010, BaseSalary shall be the base compensation (excluding incentive and any other taxable compensation) paid for services rendered in 2010 beginning on the date the individual first becomes eligible to participate in the Plan. 

The Plan will be comprised of two parts: (a) Financial Objectives; and (b) Personal Objectives. Bonus amounts will be computedseparately for achievement of Financial Objectives and Personal Objectives, as set forth below under the captions “Financial Objectives” and “Personal Objectives”, respectively. The bonus earned shall be the sum of the bonuscalculated under the Financial Objectives portion of the Plan and the bonus calculated under the Personal Objectives portion of the Plan. Payments under the Plan will be made after receipt and approval by the Audit Committee of the annual auditedfinancial statements of the Company for the year ending December 31, 2010. A Plan Participant will not be considered to have earned a bonus unless the Plan Participant is employed by the Company on the date the Audit Committee approves theannual audited financial statements for 2010. 

Payments shall be made no later than 2-1/2 months after the end of the fiscalyear to which the bonus amount relates (or such later time as is allowed in accordance with Treasury Regulation Section 1.409A-3(d)) in order to preserve the exemption from Section 409A of the Internal Revenue Code. 

The Compensation Committee recognizes the need of the Plan Participants to conduct themselves in compliance with the Code of BusinessConduct. In addition to the non-financial consequences contained in the Code of Business Conduct, any violation of the Code of Business Conduct shall result in complete forfeiture of any bonus which would otherwise be earned under this Plan.

 

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If the Company’s Board of Directors or Audit Committee determines that theCompany’s financial statements for the year ending December 31, 2010 are the subject of a material restatement, the Board of Directors may seek reimbursement from Executive Officers (as hereinafter defined) of excess incentive cashcompensation paid to them under the 2010 Annual Incentive Compensation Plan for Management for the relevant performance period, on terms deemed appropriate by the Board of Directors. For purposes of this Plan, excess incentive cash compensationmeans the positive difference, if any, between (i) the amount of the bonus paid to the Executive Officer and (ii) the amount of the bonus that would have been paid to the Executive Officer had the bonus amount been calculated based on theCompany’s financial statements as restated. The Company will not be required to award Plan Participants an additional bonus payment should the restated financial statements result in a higher bonus payment. The provisions of this paragraph andany amounts payable by a Plan Participant hereunder are intended to be in addition to any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable law. By participating in the Plan, eachExecutive Officer agrees to be bound by the terms of the Plan, including this paragraph. “Executive Officer” means each of those individuals designated by the Board of Directors as an executive officer of the Company. 

 

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Financial Objectives 

The bonus earned under the Financial Objectives portion of the Plan shall be 50% of the Target Bonus at achievement of the 2010 FinancialObjective Goal, as defined below. 

The financial performance of the Company will be measured by Earnings Before Interest,Taxes, Depreciation and Amortization (“EBITDA”), after accrual of all incentive compensation plan payments. EBITDA will be determined in a manner consistent with the definition of EBITDA contained in Exhibit 1. 

For the fiscal year ending December 31, 2010, the financial objective goal will be set at $XXX,XXX,XXX* (the “2010 FinancialObjective Goal”), which equals fiscal 2010 budgeted EBITDA. The minimum goal will be set at $XXX,XXX,XXX* (the “Minimum Goal”). The maximum goal will be set at $XXX,XXX,XXX* (the “Maximum Goal”), which equals XXX.X* percentof the 2010 Financial Objective Goal. 

If the 2010 actual EBITDA achieved equals the Minimum Goal, the bonus earned under theFinancial Objective portion of the Plan shall be 25 percent of the Target Bonus. If the actual EBITDA for 2010 is equal to or greater than the Maximum Goal, the bonus earned under the Financial Objectives portion of the Plan will be 100% of theTarget Bonus. For actual EBITDA achieved less than the Minimum Goal, no bonus will be earned. For actual EBITDA achieved between the Minimum Goal and the 2010 Financial Objective Goal, and between the 2010 Financial Objective Goal and the MaximumGoal, the percentage of the Target Bonus shall be pro-rated on a straight-line basis. 

Personal Performance Objectives 

Each Plan Participant may earn up to a maximum of 50% of his or her Target Bonus based on the achievement of Personal Objectives, subjectto adjustment by the Committee as set forth below. 

Personal Objectives should be measurable goals jointly developed bythe Plan Participant and his/her immediate supervisor (subject to approval by the President and Chief Executive Officer or his designee(s), and for certain participants, the Committee). The percentage earned under Personal Performance will becalculated based on a weighted average rating of completion of each assigned objective from 0 to 4, whole numbers only, recognizing the determination of such percentage completion is in part subjective. If there is any disagreement as to the scoringof each assigned objective, the determination of the President and Chief Executive Officer or his designee(s) shall be final and binding. 

The Committee shall have the discretion as to Executive Officers of the Company, and the President and Chief Executive Officer shall havethe discretion as to all other Plan Participants, to adjust the portion of the bonus based on the achievement of Personal Objectives by each Participant upward or downward by a maximum of 20 percent to account for exigent circumstances that makeachievement of any goal easier or more difficult to achieve than anticipated at the time the goal was established. 

 

 
*Portions of this exhibit have been omitted pursuant to Asset Acceptance’s request to the Secretary of the Securities and Exchange Commission for confidentialtreatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 
 

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No Plan Participant will be eligible to earn any part of his or her bonus based on theachievement of Personal Objectives unless 2010 EBITDA achieved by the Company equals or exceeds the Minimum Goal. 

 

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Exhibit 1 

EBITDA: The consolidated net income (loss) of the Company *plus*, to the extent deducted from revenues in determiningconsolidated net income, (a) consolidated interest expense (net of interest income), (b) expense for taxes paid or accrued net of tax refunds, (c) depreciation expense, (d) amortization expense (excluding amortization ofpurchased receivables), (e) change to the balance of purchased receivables, (f) non-cash losses and non-cash expenses, *minus*, to the extent included in consolidated net income, extraordinary gains (as determined in accordancewith GAAP) realized other than in the ordinary course of business and non-cash gains and other non-cash income and (g) other items in the discretion of the Committee, provided, however, that as to Executive Officers, the Committee may notexercise discretion to increase EBITDA for purposes of this Plan. EBITDA will be determined after accrual for all bonuses, including bonuses to be paid under this and all other Company annual incentive compensation plans. 

 

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