Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - BORGWARNER INC | form8-k.htm |
| EX-99.1 - CHANGE IN CONTROL - BORGWARNER INC | cic-amendment.htm |
| EX-99.3 - FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENTS - BORGWARNER INC | restrictedstockamend.htm |
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EXHIBIT
99.2
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First
Amendment
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to
the
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BorgWarner
Inc.
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Amended
and Restated 2004 Stock Incentive Plan
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(as
amended and restated effective April 29,
2009)
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The
BorgWarner Inc. Amended and Restated 2004 Stock Incentive Plan is hereby amended
as follows:
1. Section
6(o) of the Plan is amended in its entirety so that as amended, Section 6(o)
shall read as follows:
“(o) In addition to the
authority conferred upon it by Sections 6(f), 6(g), 6(h) and 6(i) hereof, and
notwithstanding any limitations on Stock Option exercise periods contained in
said sections, but subject to Section 6(b) hereof, the Committee shall have the
authority to establish (in the case of a newly granted Stock Option) or extend
(in the case of an outstanding Stock Option) the exercise period of any Stock
Option beyond the limitations provided in said sections; provided however, that
subsequent to its grant, the exercise period of an outstanding Stock Option
shall not be extended to a date that is later than the earlier of (i) the date
on which the Option would expire by its original terms or (ii) the 10th
anniversary of the original date of the grant."
2. The
second sentence of Section 7(d)(i) of the Plan is amended in its entirety so
that as amended, the second sentence of Section 7(d)(i) shall read as
follows:
“Tandem
Stock Appreciation Rights shall be exercisable only at such time or times and to
the extent that the Stock Options to which they relate are exercisable in
accordance with the provisions of Section 6 (including any extensions) and this
Section 7.”
3. Section
16(e) of the Plan is amended in its entirely so that as amended, Section 16(e)
shall read as follows:
“(e) No
later than the date as of which an amount first becomes includible in the gross
income of the participant for Federal income tax purposes with respect to any
Award under the Plan, the participant shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any Federal,
state, local or foreign taxes of any kind required by law to be withheld with
respect to such amount. With the advance consent of the Company,
withholding obligations may be settled with Stock, including Stock that is part
of the Award that gives rise to the withholding requirement. The Company shall
have the right to determine the manner in which the withholding obligations
relating to an award shall be satisfied and the Company can require that any
such
withholding obligations be settled by the Company retaining Stock or cash that
is part of the Award that gives rise to the withholding obligation. The
obligations of the Company under the Plan shall be conditional on such payment
or arrangements, and the Company, its subsidiaries and its Affiliates shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the participant. The Committee may establish
such procedures as it deems appropriate, including the making of irrevocable
elections, for the settlement of withholding obligations with
Stock.”