Attached files
file | filename |
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10-Q - FORM 10-Q - LEAR CORP | k49768e10vq.htm |
EX-31.2 - EX-31.2 - LEAR CORP | k49768exv31w2.htm |
EX-10.1 - EX-10.1 - LEAR CORP | k49768exv10w1.htm |
EX-32.1 - EX-32.1 - LEAR CORP | k49768exv32w1.htm |
EX-31.1 - EX-31.1 - LEAR CORP | k49768exv31w1.htm |
EX-32.2 - EX-32.2 - LEAR CORP | k49768exv32w2.htm |
EXCEL - IDEA: XBRL DOCUMENT - LEAR CORP | Financial_Report.xls |
Exhibit 10.2
LEAR CORPORATION
2009 LONG-TERM STOCK INCENTIVE PLAN
2009 LONG-TERM STOCK INCENTIVE PLAN
FORM OF 20__ PERFORMANCE SHARE TERMS AND CONDITIONS
1. DEFINITIONS. Any term capitalized herein, but not defined, shall have the meaning set forth
in the Lear Corporation 2009 Long-Term Stock Incentive Plan (the Plan).
2. GRANT. In accordance with the terms of the Plan, the Company hereby grants to the
Participant identified above a Performance Share Award (in the amount set forth in Section 6
hereof) subject to the terms and conditions set forth herein (the Terms).
3. PERFORMANCE PERIOD. The Performance Period for this Award shall be the three-year period
commencing on January 1, 20___ and ending on December 31, 20__.
4. PERFORMANCE MEASURE. The Award shall be based on two performance measures for the
Performance Period: Adjusted Return on Invested Capital (ROIC) and Cumulative Pretax Income.
Two-thirds (2/3) of the Award shall be based on ROIC and the remaining one-third (1/3) shall be
based on Cumulative Pretax Income. ROIC is the Companys adjusted return on invested capital based
on adjusted operating income for the Performance Period. Adjusted operating income shall mean
pretax income excluding interest, other expenses, restructurings and other special items.
Cumulative Pretax Income is the Companys cumulative net income for the Performance Period before
a provision for income taxes.
The Companys actual ROIC performance for the Performance Period will be determined by
calculating the average of the actual ROIC performance for each of the years in the Performance
Period.
5. PERFORMANCE GOALS.
Performance Goals | ||||
Adjusted Return on Invested | Cumulative Pretax Income | |||
Performance At | Capital | (millions) | ||
Maximum
|
[goal] | [goal] | ||
Target
|
[goal] | [goal] | ||
Threshold
|
[goal] | [goal] |
6. PERFORMANCE SHARES.
a. The number of Performance Shares earned by a Participant during the Performance Period
shall be as follows:
Performance Shares | ||||
Adjusted Return on Invested | ||||
Performance At | Capital | Cumulative Pretax Income | ||
Maximum |
||||
Target |
||||
Threshold |
b. In the event that the Companys actual performance does not meet threshold, Performance
Shares shall not be earned.
c. If the Companys actual performance is between threshold and target, the Performance
Shares earned shall equal the Performance Shares for threshold plus the number of Performance
Shares determined under the following formula:
(TAS - TS)
|
x | AP - TP | ||
TAP - TP |
TAS = | The Performance Shares for target. | |||
TS = | The Performance Shares for threshold. | |||
AP = | The Companys actual performance. | |||
TP = | The threshold performance goal. | |||
TAP = | The target performance goal. |
e. If the Companys actual performance is between target and maximum, the Performance
Shares earned shall equal the Performance Shares for target plus the number of Performance Shares
determined under the following formula:
(MS - TAS)
|
x | AP - TAP | ||
MP - TAP |
MS = | The Performance Shares for maximum. | |||
TAS = | The Performance Shares for target. | |||
AP = | The Companys actual performance. | |||
TAP = | The target performance goal. |
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MP = | The maximum performance goal. |
f. If the Companys actual performance exceeds maximum, the Performance Shares earned shall
equal the Performance Shares for maximum.
7. TIMING AND FORM OF PAYOUT. Except as hereinafter provided, after the end of the
Performance Period, the Participant shall be entitled to receive a number of shares of the
Companys common stock, par value $.01 share (Common Stock), equal to his or her total number of
Performance Shares determined under Section 6. Delivery of such shares of Common Stock shall be
made in the calendar year next following the end of the Performance Period, as soon as
administratively feasible after ROIC and Cumulative Pretax Income results are approved and
certified by the Compensation Committee, but in no event later than December 31 of that year.
If the Company declares a cash dividend on its shares, then, on the payment date of the
dividend, the Participant will be credited with dividend equivalents equal to the amount of cash
dividend per share multiplied by the Target number of Performance Shares credited to the Employee
through the record date. The dollar amount credited to the Participant under the preceding
sentence will be credited to an account (Account) established for the Participant 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 Participant. 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 levels of payment and forfeiture as the Participants Performance
Shares awarded under the accompanying letter and this document, and will be paid in cash in a
single sum at the time that any Shares associated with the Participants Performance Shares are
delivered (or forfeited at the time that the Employees Performance Shares are forfeited). For
purposes of clarity, if the Maximum performance goal is achieved, the dividend Account will be paid
at twice the amount of the Account at Target level, and if only the Threshold goal is achieved, the
dividend Account will be paid at half the amount of the Account at Target level. The dividend
Account for levels of performance in between the foregoing levels of performance will be paid at
interpolated amounts in the proportions identified in Section 6 hereof. If no Performance Shares
are earned, no amount in the Account will be paid.
8. TERMINATION OF EMPLOYMENT DUE TO END OF SERVICE, DEATH, DISABILITY, BY THE COMPANY WITHOUT
CAUSE, OR BY THE PARTICIPANT FOR GOOD REASON. If a Participant ceases to be an employee prior to
the end of the Performance Period by reason of End of Service, death, Disability, termination by
the Company for any reason other than Cause, or, for a Participant who is a party to an employment
or severance agreement with the Company, termination by the Participant for Good Reason (as defined
in the Participants employment or severance agreement, as applicable), the Participant (or in the
case of the Participants death, the Participants beneficiary) shall be entitled to receive a
number of shares of Common Stock the Participant would have been entitled to under Section 6 if he
or she had remained employed until the last day of the Performance Period multiplied by a fraction,
the numerator of which shall be the number of full calendar months during the period of January 1,
20___ through the date the Participants employment terminated and the
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denominator of which shall be 36, the total number of months in the Performance Period. Delivery
of such shares of Common Stock shall be made in the calendar year next following the end of the
Performance Period, as soon as administratively feasible after ROIC and Cumulative Pretax Income
results are approved and certified by the Compensation Committee, but in no event later than
December 31 of that year. For each Participant who is a party to an employment or severance
agreement with the Company, for purposes of this Section 8, the term Disability shall mean
Incapacity as defined in such Participants employment or severance agreement, as applicable.
End of Service shall mean the date of a Participants retirement after attaining age 55 and
completing ten years of service.
Any distribution made with respect to a Participant who has died shall be paid to the
beneficiary designated by the Participant pursuant to Article 11 of the Plan to receive amounts
payable under this Award. If the Participants beneficiary predeceases the Participant or no
beneficiary has been properly designated, distribution of any amounts payable to the Participant
under this Award shall be made to the Participants surviving spouse and if none, to the
Participants estate.
9. TERMINATION OF EMPLOYMENT FOR ANY OTHER REASON. Except as provided in Section 8, the
Participant must be an employee of the Company and/or an Affiliate continuously from the date of
this Award until the last day of the Performance Period to be entitled to receive any amounts with
respect to any Performance Shares he or she may have earned hereunder.
10. ASSIGNMENT AND TRANSFERS. The rights and interests of the Participant under this Award
may not be assigned, encumbered or transferred except, in the event of the death of the
Participant, by will or the laws of descent and distribution.
11. WITHHOLDING TAX. The Company and any Affiliate shall have the right to retain any amounts
that are distributable to the Participant hereunder to the extent necessary to satisfy the minimum
required withholding taxes, whether federal, state or local, triggered by the payment of any
amounts under this Award.
12. NO LIMITATION ON RIGHTS OF THE COMPANY. The grant of this Award shall 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.
13. PLAN AND TERMS NOT A CONTRACT OF EMPLOYMENT. Neither the Plan nor these Terms is or are a
contract of employment, and no terms of employment of the Participant shall be affected in any way
by the Plan, these Terms or related instruments except as specifically provided therein. Neither
the establishment of the Plan nor these Terms shall be construed as conferring any legal rights
upon the Participant for a continuation of employment, nor shall it interfere with the right of the
Company or any Affiliate to discharge the Participant and to treat him or her without regard to the
effect that such treatment might have upon him or her as a Participant.
14. NOTICE. Any notice or other communication required or permitted hereunder shall be in
writing and shall be delivered personally, or sent by certified, registered or
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express mail, postage prepaid. Any such notice shall 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, Southfield, Michigan, 48033, Attention: General Counsel and, in
the case of the Participant, to its address set forth on the signature page hereto or, in each
case, to such other address as may be designated in a notice given in accordance with this Section.
15. GOVERNING LAW. These Terms shall 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.
16. PLAN DOCUMENT CONTROLS. The rights herein granted are in all respects subject to the
provisions set forth in the Plan to the same extent and with the same effect as if set forth fully
herein. In the event that the terms of these Terms conflict with the terms of the Plan document,
the Plan document shall control.
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