8-K

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):  06/06/2006

AMERICREDIT CORP

(Exact name of registrant as specified in its charter)

Commission File Number:  001-10667

TX	752291093
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

801 Cherry Street, Suite 3900, Fort Worth, TX 76102

(Address of principal executive offices, including zip code)

(817)302-7165

(Registrant’s telephone number, including area code)

(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:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be included in the report

Item 1.01.    Entry into a Material Definitive Agreement

On May 31, 2006, the Compensation Committee of the Board of Directors of AmeriCredit Corp. (the "Company") made long-term incentive compensation awards to its Chairman of the Board, its President and Chief Executive Officer and its other named executive officers, in the form of performance-based Restricted Stock Units ("RSUs"), under the Second Amended and Restated 2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp. (the "Plan"). Each performance-based RSU consists of the right to receive one (1) share of common stock of the Company, $0.01 par value per share (the "Common Stock"), if the defined performance goals are attained. The grant of the RSUs will vest on a schedule of one-third (1/3) on the date that the Compensation Committee certifies that the fiscal 2007 performance targets were achieved, one-third (1/3) on the date that the Compensation Committee certifies that the fiscal 2008 performance targets were achieved, and one-third (1/3) on the date that the Compensation Committee certifies t hat the fiscal 2009 performance targets were achieved (each date, a "Determination Date"). On each Determination Date, the actual number of RSUs to vest will be determined based upon the attainment of performance goals set on the date of the grant. The performance goals are earnings per share targets, set at three different levels, for each of the Company's fiscal years 2007, 2008 and 2009. The actual number of RSUs to vest on each Determination Date will vary, depending upon the target attained, up to a maximum number. If a threshold target is not met as of any Determination Date following any fiscal year, no RSU's will be vested for that fiscal year. The maximum number of RSUs that may be earned is as follows:

        Name                                 Title      &nbs p;                                                        No. RSUs

        Clifton H. Morris, Jr.         Chairman of the Board                                 104,000

        Daniel E. Berce                 President & Chief Executive Officer         ;    104,000

        Steven P. Bowman            Executive Vice President, Chief Credit

                                                 and Risk Officer                                                52,000

        Chris A. Choate    &nbs p;            EVP, Chief Financial Officer                          

                                                  and Treasurer                                                    52,000

        Mark Fl oyd                      EVP, Chief Operating Officer,                 

                                                  Servicing                                                           52,000

&nb sp;       Preston A. Miller              EVP, Chief Operating Officer,                

                                                  Originations                                                     52,000

The agreement regarding the RSUs will provide that the shares of Common Stock underlying the RSUs will not be distributable to the executive until the earlier to occur of (i) five (5) years from the date of the grant, or (ii) the date of a change in control (as defined in the Plan), the executive's death or disability, or the date of the executive's separation from employment.

A copy of the form of the Restricted Stock Unit Agreement is filed herewith as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits

(a)        Financial Statements of Business Acquired

        None

(b)        Pro-forma Financial Information

        None

(c)         Exhibits

        The following exhibit is filed herewith:

Exhibit No.           Description of Exhibit   

99.1                Form of Restricted Stock Unit Agreement

Signature(s)

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.

		AMERICREDIT CORP
Date: June 06, 2006	By:	/s/    CHRIS A. CHOATE
		CHRIS A. CHOATE
		Executive Vice President, Chief Financial Officer and Treasurer

Exhibit Index

Exhibit No.	Description
EX-99.1	Form of Restricted Stock Unit Agreement

EX-99.1 2 rrd120748_13953.htm FORM OF RESTRICTED STOCK UNIT AGREEMENT

Exhibit 99.1

AmeriCredit Corp.

RESTSRICTED STOCK UNIT GRANT AGREEMENT

This Restricted Stock Unit Grant Agreement (the "Grant Agreement"), effective as of the 31st day of May, 2006 (the "Award Date"), is between AmeriCredit Corp. (the "Company") and ________________ (the "Participant").

WITNESSETH:

WHEREAS, the Company has adopted the Second Amended and Restated 2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp. (the "Plan"), which was adopted by the Company's Board of Directors (the "Board"), and which provides for the grant or credit of restricted stock units ("RSUs") to the Participant and which, upon vesting and distribution of the RSU awards, provides shares of the Company Common Stock to the Participant;

WHEREAS, the Participant has been granted or credited an award of RSUs on the Award Date; and

WHEREAS, the parties hereto desire to evidence in writing the terms and conditions of the grant and/or credit.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained and as an inducement to the Participant to further the development and continue in the employ of the Company, the parties hereto hereby agree as follows:

1. The Company awards to the Participant on the Award Date an amount of RSUs as identified in the Appendix of the Grant Agreement, subject to the terms and conditions specified in such Appendix. To the extent that the terms and conditions are not met, the RSUs will become forfeited.
2. The RSUs granted under this Grant Agreement will vest as follows: in the amount on the 2007 EPS Measurement Date (as defined in the Appendix), in the amount on the 2008 EPS Measurement Date (as defined in the Appendix); and in the amount on the 2009 EPS Measurement Date (as defined in the Appendix). Notwithstanding the foregoing, upon a Participant's death or Disability, or upon a Change in Control of the Company, he/she shall become fully vested in all RSUs that have been credited or granted under the Plan except as RSUs that have been forfeited.
3. Actual shares of Company Stock equal in the amount to the number of RSUs that have vested, will be distributed to the Participant upon one of the following: (a) separation from service, (b) a Change in Control, (c) death, (d) Disability, or (e) the fifth anniversary of the Award Date (collectively, the "Distribution Dates").
4. There shall be no formal or informal funding of the liability under the Plan or Grant Agreement of any deferred fees in any trust the sites of which is outside the United States, and furthermore, no funding through a rabbi trust, secular trust, or any other funding arrangement prohibited by Code Section 409A may occur due to a detrimental change in the financial status of the Company.
5. Acceleration or delays permitted by Code Section 409A, and only such accelerations or delays, are specifically permitted for amounts earned and vested on or after January 1, 2005.
6. As soon as administratively feasible following a Distribution Date, the shares of Company Common Stock, less the number of shares necessary to satisfy any withholding obligations, including taxes, that may be due as a result of this RSU award shall be payable to the Participant and shall be delivered to the Participant. . The amount of withholding will be determined by the Company in its sole discretion.
7. This Award and rights and privileges conferred herewith shall not be sold, transferred, encumbered, hypothecated, or otherwise anticipated by the Participant, except as provided for under the terms of the Plan. This Award is not liable for or subject to, in whole or in part, the debts, contracts, liabilities, or torts of the Participant, nor shall it be subject to garnishment, attachment, execution, levy, or other legal or equitable process.
8. This Grant Agreement shall be binding upon and inure to the benefits of the successors and assigns of the parties hereto.
9. The interpretation, performance and enforcement of this Grant Agreement shall be governed by the laws of Texas.
10. The invalidity or unenforceability of any provision of this Grant Agreement shall not affect the validity or enforceability of any other provision, and all other provisions shall remain in full force and effect.
11. Except to the extent specifically set forth in this Grant Agreement, the Participant's rights under this Grant Agreement are governed in all aspects by the terms of the Plan, which are incorporated herein, including the provisions that authorize the Plan Administrator to administer and interpret the Plan and that provide that the Plan Administrator's decisions, determinations, and interpretations with respect to the Plan are final and conclusive on all persons affected hereby. Additionally, capitalized words, if not defined herein, shall be given the same meaning as under the terms of the Plan, unless the context requires a different meaning.

IN WITNESS WHEREOF, the parties hereto have executed this Grant Agreement as of the 31st day of May, 2006.

AmeriCredit Corp.

By:_____________________

Name:___________________

Title:____________________

PARTICIPANT

By: ______________________

Name:____________________

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

Exhibit 99.1

AmeriCredit Corp.

RESTSRICTED STOCK UNIT GRANT AGREEMENT

This Restricted Stock Unit Grant Agreement (the "Grant Agreement"), effective as of the 31st day of May, 2006 (the "Award Date"), is between AmeriCredit Corp. (the "Company") and ________________ (the "Participant").

WITNESSETH:

WHEREAS, the Company has adopted the Second Amended and Restated 2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp. (the "Plan"), which was adopted by the Company's Board of Directors (the "Board"), and which provides for the grant or credit of restricted stock units ("RSUs") to the Participant and which, upon vesting and distribution of the RSU awards, provides shares of the Company Common Stock to the Participant;

WHEREAS, the Participant has been granted or credited an award of RSUs on the Award Date; and

WHEREAS, the parties hereto desire to evidence in writing the terms and conditions of the grant and/or credit.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained and as an inducement to the Participant to further the development and continue in the employ of the Company, the parties hereto hereby agree as follows:

1. The Company awards to the Participant on the Award Date an amount of RSUs as identified in the Appendix of the Grant Agreement, subject to the terms and conditions specified in such Appendix. To the extent that the terms and conditions are not met, the RSUs will become forfeited.
2. The RSUs granted under this Grant Agreement will vest as follows: in the amount on the 2007 EPS Measurement Date (as defined in the Appendix), in the amount on the 2008 EPS Measurement Date (as defined in the Appendix); and in the amount on the 2009 EPS Measurement Date (as defined in the Appendix). Notwithstanding the foregoing, upon a Participant's death or Disability, or upon a Change in Control of the Company, he/she shall become fully vested in all RSUs that have been credited or granted under the Plan except as RSUs that have been forfeited.
3. Actual shares of Company Stock equal in the amount to the number of RSUs that have vested, will be distributed to the Participant upon one of the following: (a) separation from service, (b) a Change in Control, (c) death, (d) Disability, or (e) the fifth anniversary of the Award Date (collectively, the "Distribution Dates").
4. There shall be no formal or informal funding of the liability under the Plan or Grant Agreement of any deferred fees in any trust the sites of which is outside the United States, and furthermore, no funding through a rabbi trust, secular trust, or any other funding arrangement prohibited by Code Section 409A may occur due to a detrimental change in the financial status of the Company.
5. Acceleration or delays permitted by Code Section 409A, and only such accelerations or delays, are specifically permitted for amounts earned and vested on or after January 1, 2005.
6. As soon as administratively feasible following a Distribution Date, the shares of Company Common Stock, less the number of shares necessary to satisfy any withholding obligations, including taxes, that may be due as a result of this RSU award shall be payable to the Participant and shall be delivered to the Participant. . The amount of withholding will be determined by the Company in its sole discretion.
7. This Award and rights and privileges conferred herewith shall not be sold, transferred, encumbered, hypothecated, or otherwise anticipated by the Participant, except as provided for under the terms of the Plan. This Award is not liable for or subject to, in whole or in part, the debts, contracts, liabilities, or torts of the Participant, nor shall it be subject to garnishment, attachment, execution, levy, or other legal or equitable process.
8. This Grant Agreement shall be binding upon and inure to the benefits of the successors and assigns of the parties hereto.
9. The interpretation, performance and enforcement of this Grant Agreement shall be governed by the laws of Texas.
10. The invalidity or unenforceability of any provision of this Grant Agreement shall not affect the validity or enforceability of any other provision, and all other provisions shall remain in full force and effect.
11. Except to the extent specifically set forth in this Grant Agreement, the Participant's rights under this Grant Agreement are governed in all aspects by the terms of the Plan, which are incorporated herein, including the provisions that authorize the Plan Administrator to administer and interpret the Plan and that provide that the Plan Administrator's decisions, determinations, and interpretations with respect to the Plan are final and conclusive on all persons affected hereby. Additionally, capitalized words, if not defined herein, shall be given the same meaning as under the terms of the Plan, unless the context requires a different meaning.

IN WITNESS WHEREOF, the parties hereto have executed this Grant Agreement as of the 31st day of May, 2006.

AmeriCredit Corp.

By:_____________________

Name:___________________

Title:____________________

PARTICIPANT

By: ______________________

Name:____________________