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Exhibit 10-A(3)
THIRD AMENDMENT
TO
THE DANA CORPORATION
ADDITIONAL COMPENSATION PLAN
Pursuant to resolutions of the Board of Directors adopted on
October 21, 1996, the Dana Corporation Additional Compensation Plan (the "ACP")
is hereby amended, effective as of October 20, 1996 (unless otherwise provided
herein), as set forth below.
FIRST
Section 5 of the "ACP" is hereby amended by deleting the first
sentence that ends with the word "binding:" and replacing such sentence in its
entirety with the following:
On or before December 31 of the Year on behalf of which awards
are to be made, the Committee may determine to defer payment of any or
all amounts awarded to a person named on the Corporate Award List. Each
such person for whom the Committee determines that all or a portion of
his award should be deferred may elect to have such award credited to
(i) a Stock Account (as described in Section 5A hereof), (ii) an
Interest Equivalent Account (as described in Section 5B hereof) or
(iii) some combination thereof, in accordance with procedures
established by the Committee.
SECOND
Section 5A of the ACP is hereby amended by deleting the first
two sentences thereof and replacing such sentences in their entirety with the
following:
The Corporation shall establish a Stock Account on its books
for each person who elects to convert all or a portion of his deferred
award into Units equal to shares of the Corporation's common stock, and
shall credit to such Account a number of Units equal to the maximum
number of whole shares of the Corporation's common stock which could
have been purchased with the amount of the award so deferred, assuming
a purchase price per share equal to the average of the last reported
daily sales prices for shares of such common stock on the New York
Stock Exchange-Composite Transactions on each trading day during the
preceding month of November.
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THIRD
Section 5B of the ACP is hereby amended by deleting the first
two sentences (as amended by the First Amendment to the ACP) thereof and
replacing such sentences in their entirety with the following:
The Corporation shall establish an Interest Equivalent Account
on its books for each person who elects to convert all or a portion of
his deferred award (or his Units pursuant to Section 5A hereof) into
Interest Equivalent amounts. Notwithstanding anything else in this
Section 5B to the contrary, a participant may elect to credit up to
100% of the amount of any deferred award to his Interest Equivalent
Account, provided that the participant has met or exceeded his stock
ownership target as established by the Committee on December 12, 1994
(or as such target may be changed from time to time). If the
participant has not met his stock ownership target, the participant may
only elect to credit up to 50% of the amount of his deferred award to
an Interest Equivalent Account.
FOURTH
Section 6 of the ACP is hereby amended by deleting the third
and fourth paragraphs thereof and replacing such paragraphs in their entirety
with the following, such amendment to be effective upon shareholder approval, at
the Corporation's 1997 Annual Meeting of Shareholders, of amendments to the
Corporation's 1982 Amended Stock Option Plan which permit shares of the
Corporation's common stock reserved for issuance under such plan to be used in
satisfaction of obligations under the ACP:
Each distribution in respect of a participant's Accounts shall
be made, in whole or in part, at the election of the participant, in
shares of the Corporation's common stock, in cash, or in both common
stock and cash. To the extent that payment is to be made in common
stock of the Corporation, the number of shares of such stock to be
distributed shall equal the maximum number of whole shares of the
Corporation's common stock which could have been purchased with the
Interest Equivalent Account amount being distributed, assuming a
purchase price per share of common stock equal to the average of the
last reported daily sales prices for shares of such stock on the New
York Stock Exchange-Composite Transactions on each trading day during
the calendar month preceding the month of making such payment. Any
distribution in respect of Units from a participant's Stock Account
shall be made on the basis of one share of the Corporation's common
stock for each Unit being distributed. Any dollar balance in a
participant's Stock Account at the time of each distribution shall be
carried forward until the final distribution.
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If any distribution in respect of a participant's Accounts is
to be made in cash, the value of each Unit being distributed from his
Stock Account shall be assumed, for purposes of such distribution, to
be equal to the average of the last reported daily sales prices for
shares of the Corporation's Common Stock on the New York Stock
Exchange-Composite Transactions on each trading day during the calendar
month preceding the month of making such payment. A cash distribution
may also be made from a participant's Interest Equivalent Account, in
which case a corresponding reduction in the balance of that Account
will be made.
If any distribution is made in shares of the Corporation's
common stock, the Corporation shall take all necessary action to comply
with or secure an exemption from the registration requirements of the
Securities Act of 1933, and the listing requirements of the New York
Stock Exchange and any other securities exchange on which the
Corporation's common stock may then be listed; provided that the
Corporation may (i) delay the making of any such distribution in shares
of its common stock for such period as it may deem necessary or
advisable to effect compliance with the requirements above referred to,
and (ii) require, as a condition precedent to the delivery of the
certificate(s) representing such shares, that any recipient thereof
execute and deliver such representations, agreements and/or covenants
in favor of the Corporation with respect to the holding and/or
disposition of such shares, and such consent to the mechanics for
enforcement of such representations, agreements and/or covenants, as
the Committee may deem necessary or advisable in order to comply with
or obtain exemption from any of the requirements above referred to.
IN WITNESS WHEREOF, the undersigned has hereby executed this
Third Amendment on behalf of the Corporation this 21st day of October 1996.
DANA CORPORATION
/s/ Martin J. Strobel
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ATTEST:
/s/ Mark A. Smith, Jr.
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