Amendment No. 3 to Employment Agreement



 Exhibit 10.2 
 AMENDMENT NO. 3 
 TO 
 EMPLOYMENT AGREEMENT 
 This AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
(“Amendment No. 3”), dated as of December 31, 2008, is made between ASSET ACCEPTANCE LLC, a Delaware limited liability company (the “Company”), a wholly owned subsidiary of Asset Acceptance Capital Corp., a Delaware
corporation (“AACC”) and MARK A. REDMAN (the “Executive”). 
 Recitals 
 1. Prior to the date hereof, the parties hereto entered into that certain Employment Agreement, dated September 30, 2002, along with two amendments
thereto (the “Employment Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Employment Agreement. 
 2. The parties hereto desire to further amend the Employment Agreement in the manner set forth below primarily to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). The
parties hereto anticipate a restated Employment Agreement to be executed in early 2009. 
 Agreement 
 NOW THEREFORE, in consideration of these premises and subject to the terms and conditions contained herein and for other consideration provided herein,
the parties agree as follows: 
 A. COMPENSATION; BENEFITS. The last sentence in Section 3(b) is hereby amended
and restated to read as follows: 
 Notwithstanding the foregoing or any provisions of
the Summary Terms for the Incentive Plan as set forth in Schedule 2 to the contrary, all Bonus amounts payable pursuant to this Section 3(b) shall be paid to the Executive no later than 2- 1/
2 months after the end of the calendar year to which such Bonus amount relates (or such later time as is allowed in accordance with Treasury Regulation 1.409A-3(d)) to preserve the
exemption from Section 409A of the Code. 
 B. EXCLUSIVITY. Clause (iii) of Section 4 through the
end of Section 4 is hereby amended and restated to read as follows: 
 (iii) manage personal investments, so long as such activities do
not compete with and are not provided to or for any entity that competes with or intends to compete with the Company or any of its subsidiaries and affiliates and do not interfere significantly with the performance of the Executive’s
responsibilities as an employee of the Company in accordance with this Agreement. 
  

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 C. REIMBURSEMENT FOR EXPENSES. Section 5 is hereby amended by the addition of
the following clause at the end of the sentence: 
 (provided that an expense reimbursement shall under no circumstances occur later than
sixty (60) days after the date on which an expense is incurred. 
 D. TERMINATION. The last paragraph in
Section 6(a) is hereby amended and restated to read as follows: 
 After the effective date of termination for Cause
under this Section 6(a), the Company shall not be obligated to make any further payments to the Executive under this Agreement, except for amounts due the Executive hereunder as of such effective date (which shall be paid by the end of the next
payroll period following the date of termination), or amounts or benefits to which the Executive may be entitled under the terms of any employee benefit plan of the Company. 
 E. TERMINATION. The last sentence in Section 6(b) is hereby amended and restated to read as follows: 
 After the effective date of termination under this Section 6(b), the Company shall not be obligated to make any further payments under this
Agreement, except for amounts due the Executive hereunder as of such effective date (which shall be paid by the end of the next payroll period following the date of termination), or for amounts or benefits to which the Executive may be entitled
under the terms of any employee benefit plan of the Company. 
 F. TERMINATION. Clause (i) in Section 6(c) is
hereby amended and restated to read as follows: 
 (i) all amounts due the Executive hereunder as of such effective date (which shall be paid
by the end of the next payroll period following the date of termination), plus any amounts or benefits to which the Executive may be entitled under the terms of any employee benefit plans of the Company, as in effect on the effective date of such
termination, which shall be paid in accordance with the terms of such plans, and 
  

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 G. TERMINATION. The second and third paragraphs of Section 6(d) are hereby
amended and restated to read as follows: 
 “Substantial Breach” shall mean any material breach by the Company of
its obligations under this Agreement, including without limitation: (i) the assignment of the Executive to a position or duties materially diminished from those normally assigned to a Chief Financial Officer of a business enterprise comparable
to the Company and AACC; (ii) a material reduction in the Executive’s Regular Base Salary; (iii) a change in the location where the Executive is required to perform his duties for the Company, AACC and their subsidiaries and
affiliates, which is outside a 50 mile radius of Detroit, Michigan; provided that the term “Substantial Breach” shall not include (x) an immaterial breach by the Company of any provisions of this Agreement or (y) a termination
for Cause under Section 6(a). 
 The Executive must notify the Company in writing of the Executive’s intention to invoke termination
for “Substantial Breach” within 90 days after the initial existence of such event and provide the Company with 30 days for cure, or such event shall not constitute a “Substantial Breach” under this Agreement. Additionally, the
Executive must terminate employment within one year following the existence of one or more of the events listed above for the termination to be considered a “Substantial Breach.” The date of resignation under this Section 6(d) shall
be 31 days after the Company’s receipt of written notice of the Executive’s resignation, provided that the Substantial Breach specified in such notice shall not have been corrected by the Company during the preceding 30-day period. The
effective date of the Executive’s resignation under this Section 6(d) shall be referred to as the “Section 6(d) Termination Date.” 
 H. CONFIDENTIALITY AND NON COMPETITION. Section 7(a)(i) is hereby amended by replacing the semi-colon after (a
“Competitive Activity”) with a period, and deleting the remainder of the paragraph. 
 I. CONFIDENTIALITY AND NON
COMPETITION. Section 7(c) is hereby amended by replacing the semi-colon after “the date of termination of the Restricted Period” in clause (iv) with a period, and deleting the remainder of the paragraph. 
 J. TERMINATION BENEFITS. Section 9 is hereby amended and restated in its entirety to read as follows: 
 9. SEVERANCE BENEFITS. If the Executive’s employment with the Company is terminated pursuant to Section 

  

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6(d) hereof, the Executive shall be entitled to receive as his sole and exclusive remedy the termination benefits provided under this Section 9 (the
“Severance Benefits”). As a condition to the receipt of Severance Benefits, the Executive agrees to sign an effective legal release (in any form the Board of Directors may reasonably require) waiving any and all claims he has against the
Company, AACC and their agents, employees, directors, subsidiaries, attorneys, successors, assigns, and affiliates, as of the date of his termination. 
 (a)(1) The Executive shall be paid his Regular Base Salary periodically, according to the Company’s payroll policy at the rate in effect on the Section 6(d) Termination Date for a period of two years
following the Section 6(d) Termination Date; provided that, if the Executive is a “specified employee” within the meaning of Code Section 409A on the Section 6(d) Termination Date, the sum of such amount that is paid within
the first six months following the Section 6(d) Termination Date shall not exceed two times the lesser of: 
 (i) the
maximum dollar amount that may be taken into account under a tax-qualified retirement plan pursuant to Code Section 401(a)(17)for the year in which the Executive was terminated (for example, during 2008: $230,000 x 2 = $460,000); or 

(ii) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services to the Company for the
Executive’s taxable year prior to the taxable year in which the termination occurs (adjusted for any increase during that year which was expected to continue indefinitely if the Executive had not terminated employment). 
 The payments under this Section 9(a)(1) that are made during the first six months following the Executive’s 6(d) Termination
Date are intended to constitute a “separation pay plan due to involuntary separation from service” under Treasury Regulation Section 1.409A-1(b)(9)(iii). In the event that the Executive’s severance pay is limited by application
of (a)(1) of this Section, the Company shall make any additional true-up payments in accordance with Section 24 of this Agreement. Unless delayed under (a)(1) of this Section, any Regular Base Salary amounts under Section 9 shall be paid
no later than the end of the calendar year to which such salary amounts relate (determined by dividing the Executive’s annual Regular Base Salary by 12) and allocating such salary to each month following the Executive’s Section 6(d)
Termination Date. 
  

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 (2) The Executive shall be paid
the pro rata portion of his Bonus, if any, for the fiscal year of his Section 6(d) Termination Date, calculated and paid in accordance with Section 3(b) hereof, no later than 2- 1/2 months after the end of the fiscal year to which such Bonus relates (or such later time as is allowed in accordance with Treasury Regulation 1.409A-3(d) to preserve the
exemption from Code Section 409A). 
 (3) The Executive shall receive an additional termination benefit equal to
his pro rata Bonus, if any, for the fiscal year of his Section 6(d) Termination Date, as described in 9(a)(2) above, as if his employment had continued until the second anniversary of the Section 6(d) Termination Date, such amount to be
paid in equal periodic payments commencing on the later of the payment date under Section 3(b) or within 14 days after six months have lapsed following the Executive’s Section 6(d) Termination Date and ending on the second anniversary
of the Executive’s Section 6(d) Termination Date. 
 (b) The Company shall pay the costs necessary to continue the
Executive’s participation (and dependent participation, if applicable) in any life and disability insurance provided to the Executive by the Company immediately prior to the Section 6(d) Termination Date until the second anniversary of the
Section 6(d) Termination Date; provided, however that if such benefits are not exempt from Code Section 409A, the Company shall reimburse the Executive for the cost of the insurance for the first six months following the Section 6(d)
Termination Date, with such aggregate reimbursement payment occurring within 14 calendar days following the completion of six months after the Section 6(d) Termination Date, in accordance with Section 24 hereof. The Company also shall
reimburse the Executive for his COBRA costs (to the extent applicable) for a period of up to 18 months following the Section 6(d) Termination Date (including dependent coverage) in any group health, vision and dental benefit plans provided by
the Company, in effect immediately prior to the Section 6(d) Termination Date, and thereafter the Company shall purchase an individual health insurance policy providing comparable benefits until the second anniversary of the Section 6(d)
Termination Date. Following the Section 6(d) Termination Date, the Company shall not be obligated to (i) provide business accident insurance covering the Executive, or (ii) make contributions on behalf of the Executive to any
tax-qualified retirement and pension plans or profit sharing plans for compensation paid after the Section 6(d) Termination Date. 
  

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 (c) Any benefits due to the Executive under the terms of any employee benefit plans or
programs, or of any stock ownership programs then maintained by the Company and its affiliates in which the Executive participates shall be paid in accordance with the terms of those plans or arrangements. 
 The Executive shall not be entitled to any further notice, severance pay, pay in lieu of notice or any compensation whatsoever, except any
amounts owing under this Agreement. The Executive agrees that the foregoing notice is deemed conclusively to be reasonable notice of termination at common law and the Executive is not entitled to any additional notice or pay in lieu of notice or
severance pay. The Executive acknowledges that the Company has drawn his attention to the provisions contained herein prior to executing this Agreement. 
 K. INJUNCTIVE RELIEF. The last sentence of Section 10 is amended and restated to read as follows: 
 The Executive hereby agrees and consents that such injunctive relief may be sought in any state or federal court of record in Michigan or in the state in which such violation may occur, or in any other court having jurisdiction, at the
election of the Company. 
 L. SUBMISSION TO JURISDICTION; VENUE. The first sentence in Section 15(a) is amended
and restated to read as follows: 
 ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY
SHALL BE BROUGHT IN THE COURTS OF THE STATE OF MICHIGAN OR IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN SITTING IN DETROIT, MICHIGAN AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY ACCEPTS FOR
HIMSELF, HERSELF OR ITSELF AND IN RESPECT OF HIS, HER OR ITS PROPERTY GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. 
 M. NOTICES. Section 18 is hereby amended with regard to notices to the Company to read as follows: 
 In the case of the Company: 
 Asset
Acceptance LLC 
 28405 Van Dyke Avenue 
 Warren, Michigan 48093 
 Attention: President and Chief Executive Officer 
 Facsimile No.: 586-446-7832 
  

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 With a copy to: 
 28405 Van Dyke Avenue 
 Warren, Michigan 48093 
 Attention: Vice President and General Counsel 
 N. TAX MATTERS. Section 24 is hereby amended and restated to read as follows: 
 (a) The benefits provided hereunder are intended to be exempt from, or comply with, Code Section 409A. Notwithstanding the foregoing, except as otherwise specifically provided in this Agreement, the Executive is solely responsible for
the satisfaction of any taxes that may arise pursuant to this Agreement (including taxes arising under Code Section 409A regarding deferred compensation, and Code Section 4999 regarding golden parachute excise taxes). The Company shall
have no obligation whatsoever to pay such taxes or to otherwise indemnify or hold the Executive harmless from any or all of such taxes. 
 (b) If any amounts that become due under this Agreement constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, payment of such amounts shall not commence until the
Executive incurs a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). If, at the time of the Executive’s separation from service, the Executive is a “specified employee” (within the
meaning of Treasury Regulation Section 1.409A-1(i)), any benefit to which Code Section 409A additional taxes could be assessed on account of his separation of service (including any amounts payable pursuant to the preceding sentence) shall
not be paid until after the completion of the sixth calendar month following the Executive’s separation from service (the “409A Suspension Period”) to the extent such delay may be reasonably expected to avoid Section 409A
additional taxes. Within 14 calendar days after the end of the 409A Suspension Period, the Executive shall be paid a lump sum payment in cash equal to any payments delayed due to the preceding sentence. Thereafter, the Executive shall receive any
remaining benefits as if there had not been an earlier delay. The Company shall have the sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of this Agreement. 
  

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 (c ) Notwithstanding any other provision of this Agreement, the parties hereto agree to
take all actions (including adopting amendments to this Agreement) as are required to comply with or to minimize any potential interest charges and/or additional taxes as may be imposed under Internal Revenue Code Section 409A with respect to
any payment or benefit due to the Executive under this Agreement (including a delay in payment until six months after the date of termination of the Executive’s employment hereunder, in the event Executive is a “specified employee”
within the meaning of Code Section 409A). 
 O. MISCELLANEOUS 
 (1) Effective Date. This Amendment No. 3 shall be effective as of the date first set forth above. 
 (2) Continuation of Employment Agreement. Except as expressly modified or amended hereby, all of the terms and conditions of the
Employment Agreement shall continue and remain in full force and effect. 
 (3) Counterparts. This Amendment No. 3
may be executed in any number of counterparts, each of which shall be treated as an original but all of which, collectively, shall constitute a single instrument. 
 (4) Governing Law. This Amendment No. 3 shall be governed by and construed in accordance with the domestic laws of the State
of Michigan, without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Michigan.

 (5) Cooperation. In case at any time after the date hereof any further action is necessary to carry out the purposes
of this Amendment No. 3, each of the parties hereto will take such further action (including the execution and delivery of such further instruments and documents) as the other party or parties reasonably may request, all at the sole cost and
expense of the requesting party or parties. 
 [Signatures Appear on the Following Page] 
  

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 IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 3 as of the day and
year first above written. 
  

			
	ASSET ACCEPTANCE, LLC
		
	By:	 	 /s/    Rion B. Needs

		 	Rion B. Needs,
		 	Senior Vice President-Chief Operating Officer
	
	 /s/    Mark A. Redman

	MARK A. REDMAN


  

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