Exhibit 10.15
LEAR CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
2003 RESTRICTED STOCK UNIT TERMS AND CONDITIONS
1. Definitions. Any term capitalized herein but not
defined will have the meaning set forth in the Plan.
2. Grant and Vesting of Restricted Stock Units.
(a) As of the Grant Date specified in the letter that
accompanies this document, the Employee will be credited with the number of
Restricted Stock Units set forth in the letter that accompanies this document.
Each Restricted Stock Unit is a notional amount that represents one unvested
share of Common Stock, $0.01 par value, of the Company (the "Common Stock").
Each Restricted Stock Unit constitutes the right, subject to the terms and
conditions of the Plan and this document, to distribution of a Share if and when
the Restricted Stock Unit vests. If the Employee's employment with the Company
and all of its Affiliates terminates before the date that all of the Restricted
Stock Units vest, his or her right to receive the Shares underlying unvested
Restricted Stock Units will be only as provided in Section 4.
(b) One-half of the Restricted Stock Units will vest on
the third anniversary of the Grant Date, and the remaining half will vest on the
fifth anniversary of the Grant Date. Notwithstanding anything contained herein
to the contrary, the right (whether or not vested) of an Employee to receive
Shares underlying a Restricted Stock Unit will be forfeited (and the Company
will have the right to recover any Shares already received by the Employee) if
the Committee determines, in its sole discretion, that (i) the Employee has
entered into a business or employment relationship that is detrimentally
competitive with the Company or substantially injurious to the Company's
financial interests; (ii) the Employee has been discharged from employment with
the Company or an Affiliate for Cause; or (iii) the Employee has performed acts
of willful malfeasance or gross negligence in a matter of material importance to
the Company or an Affiliate.
3. Rights as a Stockholder.
(a) Unless and until a Restricted Stock Unit has vested
and the Share underlying it has been distributed to the Employee, the Employee
will not be entitled to vote that Share.
(b) If the Company declares a cash dividend on its common
stock, then, on the payment date of the dividend, the Employee will be credited
with dividend equivalents equal to the amount of cash dividend per share
multiplied by the number of Restricted Stock Units credited to the Employee
through the record date. The dollar amount credited to an Employee under the
preceding sentence will be credited to an account ("Account") established for
the Employee for bookkeeping purposes only on the books of the Company. The
amounts credited
to the Account will be credited as of the last day of each month with interest,
compounded monthly, until the amount credited to the Account is paid to the
Employee. The rate of interest credited under the previous sentence will be the
prime rate of interest as reported by the Midwest edition of the Wall Street
Journal for the second business day of each quarter on an annual basis. The
balance in the Account will be subject to the same terms regarding vesting and
forfeiture as the Employee's Restricted Stock Units awarded under the
accompanying letter and this document, and will be paid in cash in a single sum
at the time that the Shares associated with the Employee's Restricted Stock
Units are delivered (or forfeited at the time that the Employee's Restricted
Stock Units are forfeited).
4. Termination of Employment. Subject to the forfeiture
provisions of clause 2(b) above, an Employee's right to receive the Shares
underlying his or her Restricted Stock Units after termination of his or her
employment will be only as follows:
(a) End of Service. If the Employee experiences an End of
Service Date, the Employee will be entitled to receive the Shares underlying any
Restricted Stock Units that have then vested. In addition, the Employee will be
entitled to receive the Shares underlying the number of Restricted Stock Units,
if any, that have not yet vested but would have vested under Section 2 if the
Employee's End of Service Date had been 24 months following his actual End of
Service Date. The Employee will forfeit the right to receive Shares underlying
any Restricted Stock Units that have not yet vested or would not have vested in
the next 24 months as described in the preceding sentence. The Employee's "End
of Service Date" is the date of his or her retirement after attaining age 55 and
completing ten years of service (as defined in the Lear Corporation Pension
Plan, regardless of whether the Employee participates in such plan).
(b) Disability or Death. If an Employee's employment with
the Company and all of its Affiliates terminates due to Disability (as
determined by the Company or its agent) or death, the Employee will be entitled
to receive the Shares underlying all of the Restricted Stock Units, including
both those that have already vested and those that have not yet vested under
Section 2 above.
(c) Other Termination of Employment. If an Employee's
employment with the Company and all Affiliates terminates due to any reason
other than those provided in clauses 4(a) or (b), the Employee or his or her
estate (in the event of his or her death after termination) will forfeit the
right to receive Shares underlying any Restricted Stock Units that have not yet
vested, but will be entitled to receive Shares underlying any Restricted Stock
Units that, at that time, will have become vested.
5. Timing and Form of Payment. Except as provided in
this Section or in clause 2(b) or Section 4, once a Restricted Stock Unit vests,
the Employee will be entitled to receive a Share in its place. Delivery of the
Share will be made as soon as administratively feasible after its associated
Restricted Stock Unit vests or at the later date elected by the Employee under
Section 6. Shares will be credited to an account established for the benefit of
the Employee with the Company's administrative agent. The Employee will have
full legal and beneficial ownership with respect to the Shares at that time.
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6. Election to Defer. The Employee may elect to defer
delivery of any or all Shares due to him or her under the Award described in
this document (and any balance in his Account under clause 3(b)) to a date
beyond their vesting date, by making a timely deferral election. In his or her
election to defer, the Employee may choose between deferral to a particular
calendar year, or to the year following his or her termination of employment,
but in no event may the Employee defer delivery of a Share more than ten years
beyond the date the Restricted Stock Unit underlying it is due to vest under
Section 2 above. If an Employee's employment with the Company and all Affiliates
terminates for any reason other than an End of Service Date before the calendar
year specified in a deferral election, he or she will be deemed to have elected
to defer delivery to the calendar year following his or her termination of
employment. In addition, if the Employee dies while employed with the Company or
any Affiliate, any Shares remaining to be paid in respect of this Award will be
paid to his or her beneficiary designated under the Plan as soon as practicable,
regardless of any outstanding election to defer. Shares whose receipt is
deferred under this Section 6 will be delivered on or about March 15 of the year
to which they were deferred. An election to defer will be considered timely only
if it is filed at least one year and one day in advance of the date the
Restricted Stock Units subject to the deferral will vest and the Employee
remains employed by the Company or an Affiliate for such period of a year and
one day.
7. Assignment and Transfers. The Employee may not
assign, encumber or transfer any of his or her rights and interests under the
Award described in this document, except, in the event of his or her death, by
will or the laws of descent and distribution.
8. Withholding Tax. The Company and any Affiliate will
have the right to retain Shares or cash that are distributable to the Employee
hereunder to the extent necessary to satisfy any withholding taxes, whether
federal or state, triggered by the distribution of Shares or cash pursuant to
the Award reflected in this document.
9. Securities Law Requirements.
(a) The Restricted Stock Units are subject to the further
requirement that, if at any time the Committee determines in its discretion that
the listing or qualification of the Shares subject to the Restricted Stock Units
under any securities exchange requirements or under any applicable law, or the
consent or approval of any governmental regulatory body, is necessary as a
condition of, or in connection with, the issuance of Shares under it, then
Shares will not be issued under the Restricted Stock Units, unless the necessary
listing, qualification, consent or approval has been effected or obtained free
of any conditions not acceptable to the Committee.
(b) No person who acquires Shares pursuant to the Award
reflected in this document may, during any period of time that person is an
affiliate of the Company (within the meaning of the rules and regulations of the
Securities and Exchange Commission under the Securities Act of 1933 (the "1933
Act")) sell the Shares, unless the offer and sale is made pursuant to (i) an
effective registration statement under the 1933 Act, which is current and
includes the Shares to be sold, or (ii) an appropriate exemption from the
registration requirements of the 1933 Act, such as that set forth in Rule 144
promulgated under the 1933 Act. With respect to individuals subject to Section
16 of the Exchange Act, transactions under this
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Award are intended to comply with all applicable conditions of Rule 16b-3, or
its successors under the Exchange Act. To the extent any provision of the Award
or action by the Committee fails to so comply, the Committee may determine, to
the extent permitted by law, that the provision or action will be null and void.
10. No Limitation on Rights of the Company. The grant of
the Award described in this document will not in any way affect the right or
power of the Company to make adjustments, reclassification or changes in its
capital or business structure, or to merge, consolidate, dissolve, liquidate,
sell or transfer all or any part of its business or assets.
11. Plan, Restricted Stock Units and Award Not a Contract
of Employment. Neither the Plan, the Restricted Stock Units nor any other right
or interest that is part of the Award reflected in this document is a contract
of employment, and no terms of employment of the Employee will be affected in
any way by the Plan, the Restricted Stock Units, the Award, this document or
related instruments, except as specifically provided therein. Neither the
establishment of the Plan nor the Award will be construed as conferring any
legal rights upon the Employee for a continuation of employment, nor will it
interfere with the right of the Company or any Affiliate to discharge the
Employee and to treat him or her without regard to the effect that treatment
might have upon him or her as an Employee.
12. Employee to Have No Rights as a Stockholder. Except
as provided in Section 3 above, the Employee will have no rights as a
stockholder with respect to any Shares subject to the Restricted Stock Units
prior to the date on which he or she is recorded as the holder of those Shares
on the records of the Company.
13. Notice. Any notice or other communication required or
permitted hereunder must be in writing and must be delivered personally, or sent
by certified, registered or express mail, postage prepaid. Any such notice will
be deemed given when so delivered personally or, if mailed, three days after the
date of deposit in the United States mail, in the case of the Company to 21557
Telegraph Road, P. O. Box 5008, Southfield, Michigan, 48086-5008, Attention:
General Counsel and, in the case of the Employee, to the last known address of
the Employee in the Company's records.
14. Governing Law. This document and the Award will be
construed and enforced in accordance with, and governed by, the laws of the
State of Michigan, determined without regard to its conflict of law rules.
15. Plan Document Controls. The rights granted under this
Restricted Stock Unit document are in all respects subject to the provisions of
the Plan to the same extent and with the same effect as if they were set forth
fully therein. If the terms of this document or the Award conflict with the
terms of the Plan document, the Plan document will control.
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