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): April 28, 2009

AmeriCredit Corp.

(Exact name of registrant as specified in its charter)

Texas	1-10667	75-2291093
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant’s telephone number, including area code)

(Not Applicable)

(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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 28, 2009, the Compensation Committee of the Board of Directors of AmeriCredit Corp. (the “Company”) made long-term incentive compensation awards to its President and Chief Executive Officer, its Chairman of the Board and its other named executive officers, in the form of performance-based restricted stock units (“RSUs”) and phantom stock units (“PSUs”), under the 2008 Omnibus Incentive Plan for AmeriCredit Corp. (the “Plan”). Each performance-based RSU earned will be settled in one (1) share of common stock of the Company, $0.01 par value per share (the “Common Stock”). Each performance-based PSU earned will be settled in cash, in an amount equal to the number of PSUs earned, multiplied by the lower of either the book value per share attained, or the average closing price of the Common Stock in the 20 trading days prior to the attainment.

The number of RSUs and PSUs which may be earned depends upon the attainment of book values per share as of June 30, 2012, based upon a minimum book value per share equal to the actual book value on June 30, 2009, up to a maximum book value of $20 per share. A portion of the RSUs and PSUs may be earned in part prior to June 30, 2012, under certain circumstances. One-third of the minimum level of RSUs and PSUs may be earned on June 30, 2010, and another one-third of the minimum level may be earned on June 30, 2011, if the Company’s book value per share is at the minimum amount on those dates. In addition, a portion of the RSUs and PSUs may vest prior to June 30, 2012, in the event of a change of control of the Company or the executive’s death, disability or termination of employment (other than for cause). Earned RSUs will be distributed and earned PSUs will be paid as soon as practical following the Company’s filing of its Annual Report on Form 10-K for the years ended June 30, 2010, 2011 or 2012, as applicable.

The number of RSUs and PSUs that may be earned, if any, will depend upon meeting or exceeding the performance goals, and the level of attainment. The Company’s President and Chief Executive Officer, Daniel E. Berce, may earn from 75,000 RSUs and PSUs, if the minimum performance goals are attained, up to a maximum of 225,000 RSUs and PSUs if the maximum performance goals are met. The Company’s Chief Financial Officer and Treasurer, Chris A. Choate, may earn from 57,500 RSUs and PSUs, if the minimum performance goals are attained, up to a maximum of 170,000 RSUs and PSUs if the maximum performance goals are met. The Company’s Chairman of the Board, Clifton H. Morris, Jr., and the Company’s Chief Credit and Risk Officer, Steven P. Bowman, may earn from 37,500 RSUs and PSUs, if the minimum performance goals are attained, up to a maximum of 112,500 RSUs and PSUs if the maximum performance goals are met.

A copy of the form of the Restricted Stock Unit and Phantom Stock Unit Grant Agreement is filed with this Current Report on Form 8-K, as Exhibit 10.1 hereto.

Also on April 28, 2009, AmeriCredit’s Board of Directors approved an amendment to the “change of control” provisions of the Plan. Under the Plan, prior to the amendment, the vesting of equity grants would accelerate upon a “change of control,” defined to occur (i) if a shareholder acquires more than 50% of the voting stock, or (ii) if a shareholder acquires more than 35% of the Company’s voting stock in a twelve-month period, or (iii) if a majority of the Company’s directors are replaced, or (iv) if there is a distribution to any person of more than 40% of the Company’s assets in a twelve-month period. As amended, a “change of control” will not occur if a shareholder acquires more than 35% of the Company’s voting stock in a twelve-month period.

A copy of Amendment No. 1 to the 2008 Omnibus Incentive Plan of AmeriCredit Corp. is filed with this Current Report on Form 8-K, as Exhibit 10.2 hereto.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

10.1	Form of Restricted Stock Unit and Phantom Stock Unit Grant Agreement, dated April 28, 2009.
10.2	Amendment No. 1 to the 2008 Omnibus Incentive Plan of AmeriCredit Corp., adopted April 28, 2009.

SIGNATURES

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.
		(Registrant)
Date: May 4, 2009	By:	/s/ CHRIS A. CHOATE
		Chris A. Choate Executive Vice President, Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

Exhibit No.	Exhibit
10.1	Form of Restricted Stock Unit and Phantom Stock Unit Grant Agreement, dated April 28, 2009.
10.2	Amendment No. 1 to the 2008 Omnibus Incentive Plan of AmeriCredit Corp., adopted April 28, 2009.

EX-10.1

Exhibit No. 10.1

AmeriCredit Corp.

RESTRICTED STOCK UNIT AND PHANTOM STOCK UNIT GRANT

AGREEMENT

This Restricted Stock Unit and Phantom Stock Unit Grant Agreement (the “Grant Agreement”), effective as of the 28th day of April, 2009 (the “Award Date”), is between AmeriCredit Corp. (the “Company”) and                                      (the “Participant”).

WITNESSETH:

WHEREAS, the Company has adopted the 2008 Omnibus Incentive Plan for AmeriCredit Corp. (the “Plan”), which was adopted by the Company’s Board of Directors (the “Board”) and approved by the Company’s shareholders, and which provides for the grant of performance awards to the Participant and which, upon vesting and distribution of the performance awards, provides for the issuance of shares of the Company Common Stock or cash payments based upon an increase in the value of the Common Stock to the Participant;

WHEREAS, the Participant has been granted or credited an award of performance awards on the Award Date, which are to be settled to the extent earned in Restricted Stock Units (“RSUs”) and Phantom Stock Units (“PSUs”); 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 and PSUs as identified in the Appendix of the Grant Agreement, subject to the attainment of the performance goals and subject to the other terms and conditions specified in such Appendix. To the extent that the terms and conditions are not met, the RSUs and PSUs will become forfeited.

2. 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.

3. 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.

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6. As soon as administratively feasible following the filing by the Company of its Annual Report on Form 10-Q for the fiscal year in which RSUs and PSUs are earned, if any, with the Securities and Exchange Commission, 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, and payment shall be made to the Participant, less an amount necessary to satisfy any withholding obligation, including taxes, that may be due as a result of this PSU award. The amount of withholding will be determined by the Company in its sole discretion.

7. If the Compensation Committee (the “Committee”) determines, in its sole discretion, that a Participant at any time has willfully engaged in any activity that the Committee determines was or is harmful to the Company, then the Committee may cause any unvested RSU or PSU to be forfeited in part or in whole. In the event of a material restatement of financial statements, the Committee may cause any unvested RSU or PSU to be forfeited or the Company may seek a recoupment of payments made pursuant to this Agreement. In addition, the Committee may cause any unvested RSU or PSU to be forfeited or the Company may seek a recoupment of payments made under this Agreement in the event of the Participant’s ethical misconduct.

8. 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.

9. This Grant Agreement shall be binding upon and inure to the benefits of the successors and assigns of the parties hereto.

10. The interpretation, performance and enforcement of this Grant Agreement shall be governed by the laws of Texas.

11. 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.

12. 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

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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 28^th day of April, 2009.

AmeriCredit Corp.

By:

Name:

Title:

PARTICIPANT

By:

Name:

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EX-10.2

Exhibit No. 10.2

AMENDMENT NO. 1

TO

2008 OMNIBUS INCENTIVE PLAN

OF

AMERICREDIT CORP.

Section 15 (a) of the 2008 Omnibus Incentive Plan of AmeriCredit Corp. (the “2008 Plan”) is hereby deleted in its entirety and replaced by the following:

15. Acceleration on Change in Control.

(a) Except to the extent limited in subsection (b), in the event of a change in control of the Company (as hereafter defined) all Awards shall become fully exercisable, nonforfeitable, or the Restricted Period shall terminate, as the case may be (hereafter, in this Section 15, such Award shall be “accelerated”). As used herein, the term “change in control of the Company” shall be deemed to have occurred (i) on the date that any one person, or more than one person acting as a group, acquires ownership of stock of the Parent that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Parent, (ii) on the date that a majority of the members of the Parent’s Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Parent’s Board prior to the date of the appointment or election or (iii) on the date any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Parent that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Parent immediately prior to such acquisition or acquisitions.

This Amendment No. 1 to the 2008 Plan is executed and effective this 28th day of April, 2009, pursuant to approval and authorization by the Board of Directors.

/s/ J. Michael May

J. Michael May, Executive Vice President,

Chief Legal Officer and Secretary