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EXHIBIT 10.26
FIRST AMENDMENT
TO THE
LEAR SEATING CORPORATION
1992 STOCK OPTION PLAN
The Lear Holdings Corporation 1992 Stock Option Plan (the "Plan") is amended
as follows:
1. The title of the Plan is amended by deleting the name "Lear Holdings
Corporation" and replacing it with "Lear Seating Corporation".
2. Section 1 of the Plan is amended by deleting in the third line the name
"Lear Holdings Corporation" and replacing it with the name "Lear Seating
Corporation".
3. Section 8 of the Plan is amended by adding new Section 8(d) and (e)
as follows:
(d) Notwithstanding any other provision contained in this Section 8, all
Annual Options issued and not otherwise vested under the Plan shall vest as
of December 31, 1993 provided that the option holder is employed with the
Company or a subsidiary as of the effective date of the First Amendment to
the Plan.
(e) All Annual Options vested as of December 31, 1993 shall become
exercisable on the earlier of:
(i) the second anniversary of the option holder's date of normal
retirement (as such term is defined or otherwise provided) from the Company
or a subsidiary under a tax-qualified pension benefit plan as sponsored by
the Company or a subsidiary; or
(ii) September 28, 1996, provided the option holder is employed with the
Company or a subsidiary as of said date.
4. Section 9 of the Plan is amended by adding new paragraphs "(c)" and
"(d)" as follows:
(c) Notwithstanding any other provision contained in this Section 9, all
Cumulative Options issued and not otherwise vested under the Plan shall vest
as of December 31, 1993 provided that the option holder is employed with the
Company or a subsidiary as of the effective date of the First Amendment to
the Plan.
(d) All Cumulative Options vested as of December 31, 1993 shall become
exercisable on the earlier of:
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(i) the second anniversary of the option holder's date of normal
retirement (as such term is defined or otherwise provided) from the Company
or a subsidiary under a tax-qualified pension benefit plan as sponsored by
the Company or a subsidiary; or
(ii) September 28, 1996, provided the option holder is employed with the
Company or a subsidiary as of said date.
5. Section 10 of the Plan is hereby deleted and under the heading for Section
10 the words "intentionally deleted" are hereby inserted.
6. Section 11 of the Plan is amended by adding new paragraphs "(c)" and
"(d)" as follows:
(c) Notwithstanding any other provision contained in this Section 11, all
Time Based Options issued and not otherwise vested under the Plan shall vest
as of December 31, 1993 provided that the option holder is employed with the
Company or a subsidiary as of the effective date of the First Amendment to
the Plan.
(d) All Time Based Options vested as of December 31, 1993 shall become
exercisable on the earlier of:
(i) the second anniversary of the option holder's date of normal
retirement (as such term is defined or otherwise provided) from the Company
or a subsidiary under a tax-qualified pension benefit plan as sponsored by
the Company or a subsidiary; or
(ii) September 28, 1996, provided the option holder is employed with the
Company or a subsidiary as of said date.
7. Section 12 of the Plan is hereby deleted and under the heading for Section
12 the words "intentionally deleted" are hereby inserted.
8. Section 13 of the Plan is amended by adding a new paragraph "(e)" as
follows:
(e) As of the effective date of the First Amendment of the Plan:
(i) Notwithstanding the provisions of Sections 13(b) and 13(c), if, prior
to September 28, 1996, an option holder's employment with the Company or a
subsidiary is terminated, other than by reason of normal retirement (as such
term is defined or otherwise provided), death or permanent and total
disability, all options held as of December 31, 1993 by such person shall
become exercisable on September 1, 2001;
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(ii) Notwithstanding the provisions of Section 13(c), if, prior to
September 28, 1996, an option holder's employment with the Company or a
subsidiary is terminated for "permanent and total disability" as defined by
Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, all
options held as of December 31, 1993 by such person shall become exercisable
on September 28, 1996 and for a period of 90 days thereafter. Options held
by the option holder that are not exercised within said period terminate;
(iii) Notwithstanding the provisions of Section 13(d), if an option
holder's employment with the Company or a subsidiary is terminated because of
the option holder's death prior to September 28, 1996, all options held by
said option holder shall become exercisable by the option holder's personal
representative or devisee on September 28, 1996 and for a period
of 90 days thereafter. Options held by the deceased option holder that are
not exercised within said period terminate; and
(iv) Notwithstanding any provision of the Plan to the contrary, any option
may be exercised under this Plan at any time with the express written consent
of the Board of Directors of the Company, as approved by the stockholders.
This First Amendment to the Plan shall become effective as of December 31,
1993.
LEAR SEATING CORPORATION
By_________________________________
Date_______________________________
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