Exhibit 10.10
FORM OF
WABCO HOLDINGS INC.
RESTRICTED UNIT GRANT AGREEMENT
FOR NON-U.S. EMPLOYEES
WABCO HOLDINGS INC., a Delaware corporation (“Grantor”), hereby grants to (“Participant”), an employee of Grantor or one of its subsidiaries, Restricted Units, pursuant to and subject to the terms and conditions set forth in the Grantor’s Omnibus Incentive Plan (the “Plan”) and to such further terms and conditions as are set forth below in this Restricted Unit Grant Agreement (the “Agreement). Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this Agreement.
1.Restricted Period. Subject to the other provisions of the Plan, the Restricted Period shall commence upon the date of grant and shall lapse with respect to one third of the Restricted Units over each of the first three anniversaries of the date of grant.
The term “lapse” shall mean, with respect to any Restricted Units, that such Units are no longer subject to forfeiture by the Participant. If the Restricted Period would lapse as to a fraction of a Restricted Unit, such Restricted Unit shall not lapse until Participant becomes entitled to the entire Restricted Unit.
2.Dividend Equivalents. Pursuant to Section 8.3 of the Plan, Participant shall be entitled to receive Dividend Equivalents on the Restricted Units, provided that, (a) Dividend Equivalents shall not accrue interest and (b) Dividend Equivalents shall be paid in cash at the time that the Restricted Period lapses with respect to the associated Restricted Units.
3.ACKNOWLEDGEMENTOF NATUREOF PLANAND AWARD. In accepting the Award, Participant acknowledges that:
(a)the Plan is established voluntarily by the Grantor, it is discretionary in nature, and it may be modified, amended, suspended or terminated by the Grantor at any time, unless otherwise provided in the Plan and this Agreement;
(b)the Award is voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Units, or benefits in lieu of Restricted Units, even if Restricted Units have been awarded repeatedly in the past;
(c)all decisions with respect to future awards, if any, will be at the sole discretion of the Grantor;
(d)the Participant is voluntarily participating in the Plan;
(e) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Grantor or any Subsidiary, and which is outside the scope of Participant’s employment or service contract, if any;
(f)the Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Grantor or any Subsidiary;
(g)in the event that the Participant is not an Employee of the Grantor, the Award and Participant’s participation in the Plan will not be interpreted to form an employment or
service contract or relationship with the Grantor; and, furthermore, the Award and Participant’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with any Subsidiary of the Grantor;
(h)the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty; and
(i)in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination of the Award or from any diminution in value of the Award or shares of Common Stock acquired upon vesting of the Award resulting from termination of Participant’s employment by the Grantor or any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Grantor and any Subsidiary from any such claim that may arise.
4.Responsibility for Taxes. Regardless of any action the Grantor and/or Participant’s employer (the “Employer”) takes with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and that the Grantor and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Restricted Stock Units, the vesting of the Restricted Stock Units, the delivery of shares of Common Stock, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any Dividend Equivalents or dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate Participant’s liability for Tax-Related Items.
Prior to the relevant taxable event, Participant shall pay or make arrangements satisfactory to the Grantor and/or the Employer to satisfy all Tax-Related Items withholding obligations of the Grantor and/or the Employer. In this regard, Participant authorizes the Grantor and/or the Employer to withhold all applicable Tax-Related Items legally payable by Participant from any wages or other cash compensation paid to Participant by the Grantor and/or the Employer. Alternatively, or in addition, Participant authorizes the Grantor and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by Participant by one or a combination of the following: (i) withholding otherwise deliverable shares of Common Stock, provided that the Grantor only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount; and (ii) arranging for the sale of shares of Common Stock otherwise deliverable to Participant (on Participant’s behalf and at Participant’s direction pursuant to this authorization) and withholding from the proceeds of the sale of shares. If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, Participant is deemed to have been issued the full number of shares of Common Stock subject to the Award, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. Participant shall pay to the Grantor and/or the Employer any amount of Tax-Related Items that the Grantor and/or the Employer may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Grantor may refuse to deliver to Participant any shares of Common Stock pursuant to Participant’s Award if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items as described in this section.
5.DATA PRIVACY NOTICE AND CONSENT. THE PARTICIPANTHEREBYEXPLICITLYANDUNAMBIGUOUSLYCONSENTSTOTHECOLLECTION,USEANDTRANSFER,INELECTRONICOROTHERFORM,OFHISORHERPERSONALDATAASDESCRIBEDINTHIS AGREEMENTBYANDAMONG,ASAPPLICABLE,THE EMPLOYER,THE GRANTORANDITS SUBSIDIARIESANDAFFILIATESFORTHEEXCLUSIVEPURPOSEOFIMPLEMENTING,ADMINISTERINGANDMANAGINGHISORHERPARTICIPATIONINTHE PLAN.
THE PARTICIPANTUNDERSTANDSTHATTHE GRANTORANDTHE EMPLOYERHOLDCERTAINPERSONALINFORMATIONABOUTHIMORHER,INCLUDING,BUTNOTLIMITEDTO,HISORHERNAME,HOMEADDRESSANDTELEPHONENUMBER,WORKLOCATIONANDPHONENUMBER,DATEOFBIRTH, PLANIDENTIFICATIONNUMBER,HIREDATE,HOMECOUNTRY,DETAILSOFALL RESTRICTED UNITSORANYOTHERENTITLEMENTTOSHARESOF COMMON STOCKAWARDED,CANCELLED,EXERCISED,VESTED,UNVESTEDOROUTSTANDINGINTHE PARTICIPANT’SFAVOR,FORTHEPURPOSEOFIMPLEMENTING,ADMINISTERINGANDMANAGINGTHE PLAN (“PERSONAL DATA”). THE PARTICIPANTUNDERSTANDSTHAT PERSONAL DATAMAYBETRANSFERREDTOANYTHIRDPARTIESASSISTINGINTHEIMPLEMENTATION,ADMINISTRATIONANDMANAGEMENTOFTHE PLAN,THATTHESERECIPIENTSMAYBELOCATEDINTHE PARTICIPANT’SCOUNTRYORELSEWHERE,ANDTHATTHERECIPIENT’SCOUNTRYMAYHAVEDIFFERENTDATAPRIVACYLAWSANDPROTECTIONSTHANTHE PARTICIPANT’SCOUNTRY. THE PARTICIPANTUNDERSTANDSTHATHEORSHEMAYREQUESTALISTWITHTHENAMESANDADDRESSESOFANYPOTENTIALRECIPIENTSOFTHE PERSONAL DATABYCONTACTINGHISORHERLOCALHUMANRESOURCESREPRESENTATIVE. THE PARTICIPANTAUTHORIZESTHERECIPIENTSTORECEIVE,POSSESS,USE,RETAINANDTRANSFERTHE PERSONAL DATA,INELECTRONICOROTHERFORM,FORTHEPURPOSESOFIMPLEMENTING,ADMINISTERINGANDMANAGINGHISORHERPARTICIPATIONINTHE PLAN,INCLUDINGANYREQUISITETRANSFEROFSUCH PERSONAL DATAASMAYBEREQUIREDTOABROKEROROTHERTHIRDPARTYWITHWHOMTHE PARTICIPANTMAYELECTTODEPOSITANYSHARESOF COMMON STOCKACQUIREDUPONVESTINGOFTHE RESTRICTED UNITS. THE PARTICIPANTUNDERSTANDSTHAT PERSONAL DATAWILLBEHELDONLYASLONGASISNECESSARYTOIMPLEMENT,ADMINISTERANDMANAGEHISORHERPARTICIPATIONINTHE PLAN. THE PARTICIPANTUNDERSTANDSTHATHEORSHEMAY,ATANYTIME,VIEW PERSONAL DATA,REQUESTADDITIONALINFORMATIONABOUTTHESTORAGEANDPROCESSINGOF PERSONAL DATA,REQUIREANYNECESSARYAMENDMENTSTO PERSONAL DATAORREFUSEORWITHDRAWTHECONSENTSHEREIN,INANYCASEWITHOUTCOST,BYCONTACTINGINWRITINGHISORHERLOCALHUMANRESOURCESREPRESENTATIVE. THE PARTICIPANTUNDERSTANDS,HOWEVER,THATREFUSINGORWITHDRAWINGHISORHERCONSENTMAYAFFECTHISORHERABILITYTOPARTICIPATEINTHE PLAN. FORMOREINFORMATIONONTHECONSEQUENCESOFTHE PARTICIPANT’SREFUSALTOCONSENTORWITHDRAWALOFCONSENT,THEPARTICIPANTUNDERSTANDSTHATHEORSHEMAYCONTACTHISORHERLOCALHUMANRESOURCESREPRESENTATIVE.
6.Electronic Delivery. The Grantor may, in its sole discretion, decide to deliver any documents related to the Award or future awards made under the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Grantor or a third party designated by the Grantor.
7.Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
8.Choice of Law and Venue. All disputes arising under or growing out of the Award or the provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, as provided in the Plan, without regard to such state’s conflict of laws rules.
9.Requirements of Law. This grant is subject to, and limited by, all applicable laws and regulations and to such approval by any governmental agencies or national securities exchanges as may be required. Any provision of this award that is deemed to be prohibited under applicable laws or regulations shall be void.
10.Acceptance. This grant is subject to acceptance, within 90 days of its receipt, by return to Grantor’s Senior Vice President-Human Resources of a signed copy of this Agreement. Failure to accept the grant within 90 days of its receipt shall result in the cancellation of the Restricted Units.
IN WITNESS WHEREOF, the duly authorized officers of the Grantor named below have hereunto subscribed as of the day and year first above written.
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| | | WABCO HOLDINGS INC. |
Attest: | | | | |
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| | By: | | |
| | | | Chairman and Chief Executive Officer |
By signing this Agreement, the Participant acknowledges that he or she accepts the Restricted Units granted hereunder, is familiar with the terms and conditions of this Agreement and the Plan, and agrees to be bound by said terms and conditions.
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| (Participant’s Signature) |
This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.
