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EXHIBIT 4.1
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 2 of the Plan is amended by deleting the words "as in
effect on the date hereof" at the end of the definition of "Stockholders
Agreement" and replacing them with the following: ", as such agreement may be
amended from time to time in accordance with the terms thereof."
4. Section 5(a) of the Plan is amended by deleting the first
sentence thereof and replacing it with the following: "38,000 shares are
allocated for award as Performance Goal Options to existing or future
management employees."
5. 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 either (i) employed with the Company or a subsidiary as of said date
or (ii) the option holder's employment with the Company has terminated
by reason of normal retirement prior to said date.
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6. 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:
(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 either (i) employed with the Company or a subsidiary as of said date
or (ii) the option holder's employment with the Company has terminated
by reason of normal retirement prior to said date.
7. Section 10 of the Plan is hereby deleted and under the heading
for Section 10 the words "intentionally deleted" are hereby inserted.
8. 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
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(ii) September 28, 1996, provided the option holder
is either (i) employed with the Company or a subsidiary as of said
date or (ii) the option holder's employment with the Company has
terminated by reason of normal retirement prior to said date.
9. Section 12 of the Plan is hereby deleted and under the heading
for Section 12 the words "intentionally deleted" are hereby inserted.
10. 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;
(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.
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11. Section 14 of the Plan is amended by adding the following
sentence at the end thereof. "Notwithstanding the foregoing, the requirements
of this Section 14 shall not apply to Options granted on or after December 31,
1993 to persons who are not at the time of the grant parties to the Stockholders
Agreement."
This First Amendment to the Plan shall become effective as of December
31, 1993.
LEAR SEATING CORPORATION
By /s/ J.H. Vandenberghe
Date____________________
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