Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Offer Letter with Mahesh Aditya

On February 11, 2020, Mahesh C. Aditya, President and Chief Executive Officer of Santander Consumer USA Holdings Inc. (the "Company"), entered into an Offer Letter (the "Aditya Offer Letter") with Santander Consumer USA Inc., which sets forth the terms and conditions of Mr. Aditya's employment with the Company.

Under the Aditya Offer Letter, Mr. Aditya's initial annual base salary will be $1,550,000, with such salary amount being retroactive to December 2, 2019. The Aditya Offer Letter also provides that Mr. Aditya will be eligible for an annual bonus with a target opportunity of $2,350,000 for calendar year 2020, under the Company's Executive Incentive Plan. The amount of any annual bonus awarded to Mr. Aditya for 2020 will be paid in a combination of 25% in immediate cash, 25% in deferred cash vesting ratably over five years, 25% in immediately-vesting restricted stock units ("RSUs"), and 25% in RSUs vesting ratably over five years. The deferred components of such bonus are also subject to the non-occurrence of specified events, including, but not limited to, deficient financial performance of the Banco Santander Group.

In addition, Mr. Aditya will be entitled to participate in certain benefits and perquisites generally available to, and upon the terms generally applicable to, the Company's senior executives, including relocation benefits.

Mr. Aditya's employment is subject to the covenants and agreements set forth in Exhibit A to the Aditya Offer Letter. These include a perpetual confidentiality covenant and covenants prohibiting competitive activities and solicitation of customers, business partners and employees during his employment and for 12 months thereafter.

The foregoing description is qualified by reference to the terms of the Aditya Offer Letter, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits


 Exhibit
   No.           Description

   10.1            Offer Letter, by and between Santander Consumer USA Inc. and
                 Mahesh C. Aditya, dated February 11, 2020.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)


                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses