formofstock.htm

Exhibit 10.1

    BORGWARNER
      INC.

    AMENDED
      AND RESTATED 2004 STOCK INCENTIVE PLAN

    Stock
      Units

    Award
      Agreement

    


    (For
      Employees)

    


    


    THIS
      Award Agreement (the “Agreement”) dated as of __________, by and between
      BORGWARNER INC., a Delaware corporation (the “Company”) and
      ______________________ (the “Employee”), is entered into as
      follows:

    


    WITNESSETH:

    


    WHEREAS,
      the Company has established
      the BorgWarner Inc. Amended and Restated 2004 Stock Incentive Plan (the “Plan”),
      a copy of which is attached hereto or which has been previously provided to
      the
      Employee;

    


    WHEREAS,
      the Compensation Committee of
      the Board of Directors (the “Compensation Committee”) of the Company has
      determined that the Employee be granted Stock Units pursuant to the terms of
      the
      Plan and the terms of this Agreement;

    


    NOW
      THEREFORE, in consideration of the
      foregoing and the mutual covenants hereinafter set forth:

    


    
      	
              1.  

            	
              Award
                of Stock Units.  The Company hereby awards to Employee on
                this date, [####] Stock Units.  Each Stock Unit awarded
                hereunder represents a contingent right to receive one share of the
                Company’s common stock, par value $.01 (“Stock”) upon satisfaction of the
                conditions for vesting as provided in Paragraph 4 of this Agreement
                and
                subject further to the terms of the Plan and the additional terms
                and
                conditions of this Agreement (the
“Award”).

            


    

    


    
      	
              2.  

            	
              Stock
                Units.  The Company shall credit the Employee’s Stock Units
                to a Stock Units account established and maintained for the Employee
                on
                the books of the Company payable only in Stock.  The account
                shall constitute the record of the Stock Units awarded to Employee
                under
                this Agreement, is solely for accounting purposes, and shall not
                require a
                segregation of any Company assets.

            


    

    


    
      	
              3.  

            	
              Dividend
                Equivalents.  Whenever the Company pays any cash or other
                dividend or makes any other distribution in respect of the Stock,
                the
                Employee’s account shall be credited with an additional number of Stock
                Units (including fractions thereof) determined by multiplying (i)
                the
                number of Stock Units credited to the Employee on the dividend record
                date
                by (ii) the dividend paid on each share of Stock, and dividing the
                result
                of such multiplication by (iii) the Fair Market Value of a share
                of Stock
                on the dividend payment date.  Credits shall be made effective
                as of the date of the dividend or other distribution in respect of
                the
                Stock.  Dividend equivalents credited to the Employee’s account
                shall be subject to the same restrictions as the Stock Units in respect
                of
                which the dividends or other distribution were credited, including,
                without limitation, the Award’s vesting conditions and distribution
                provisions.

            


    

    


    
      	
              4.  

            	
              Vesting
                of Stock Units.  Subject to the terms and conditions of this
                Agreement and to the provisions of the Plan , the Stock Units shall
                vest
                in accordance with the following
                schedule:

            


    

     

     

    Date                                                                Vested
      Percentage

     

    provided
      however, that:

    


    
      	
              a.  

            	
              In
                the event of the Employee’s Termination of Employment for Cause, the
                Employee shall forfeit all of the Stock Units awarded hereby and
                all
                rights to receive Stock in payment of such Stock
                Units;

            


    

    


    
      	
              b.  

            	
              In
                the event of Employee’s voluntary Termination of Employment, the Employee
                shall forfeit all rights to Stock Units not yet vested as of the
                date of
                Employee’s Termination of
                Employment;

            


    

     

    
      	
              c.  

            	
              (i)
                In the event of a Change in Control, any remaining restrictions
                applicable to any then unvested Stock Units shall lapse, and such
                Stock
                Units shall become free of all restrictions and become fully vested;
                and

            


    

    


    
      	
              d.  

            	
              In
                the event of the Employee’s death, Disability, involuntary termination by
                the Company without Cause or Retirement prior to the vesting of the
                Stock
                Units, the Compensation Committee shall have the discretion to waive,
                in
                whole or in part, any or all remaining payment limitations with respect
                to
                the Stock Units awarded under this
                Agreement.

            


    

    


    
      	
              5.  

            	
              Distribution
                of Stock.   The Company
                shall
                deliver Stock to the Employee in settlement of the Stock Units awarded
                by
                this Agreement equal to the number of the Employee's vested Stock
                Units
                (including any additional Stock Units acquired as a result of dividend
                equivalents that have vested).  If Employee is a “Specified
                Employee” (as defined by regulations under Internal Revenue Code Section
                409A (“Section 409A”)), at the time of his Termination of Employment,
                payment shall be made on the first day of the seventh month following
                the
                month in which such Termination of Employment occurs, or, if earlier,
                the
                date of the Employee’s death.  If the Employee is not a
                “Specified Employee” at the time of distribution, payment shall be made to
                the Employee on or after the Employee’s Termination of Employment, in the
                year in which such Termination of Employment
                occurs.

            


    

    


    
      	
              6.  

            	
              Nontransferability.  The
                Stock Units awarded under this Agreement, and any rights and privileges
                pertaining thereto, are not subject to anticipation, alienation,
                sale,
                transfer, assignment, pledge, or encumbrance by the Employee or by
                the
                Employee's beneficiary, in any manner, by operation of law or otherwise,
                and shall not be subject to execution, attachment or similar
                process.

            


    

    


    
      	
              7.  

            	
              No
                Rights as a Stockholder.  Prior to the actual delivery of
                Stock to the Employee in settlement of the Stock Units awarded and
                vested
                hereunder (if any), the Employee shall have no rights as a stockholder
                with respect to the Stock Units or any underlying
                Stock.

            


    

    


    
      	
              8.  

            	
              No
                Right to Continued Employment.  Nothing contained in the
                Plan or this Agreement shall confer upon the Employee any right to
                continued employment nor shall it interfere in any way with the right
                of
                the Company or any subsidiary or Affiliate to terminate the employment
                of
                the Employee at any time.

            


    

    


    
      	
              9.  

            	
              Terms
                of the Plan Shall Govern.  The Award is made pursuant to,
                and is subject to the Plan, including, without limitation, its provisions
                governing a Change in Control and Cancellation and Rescission of
                Awards.  In the case of any conflict between the Plan and this
                Agreement, the terms of the Plan shall control.  Unless
                otherwise indicated, all capitalized terms contained in this Agreement
                shall have the meaning assigned to them in the
                Plan.

            


    

    


    
      	
              10.  

            	
              Withholding
                of Taxes.  The Employee 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, on or before any such taxes with respect to the Stock Units
                are
                due.

            


    

    


    
      	
              11.

            	
              Governing
                Law.  The Award made and actions taken under the Plan and
                this Agreement shall be governed by and construed in accordance with
                the
                laws of the State of Delaware without taking into account its conflict
                of
                laws provisions.

            


    

    


    
      	
              12.

            	
              Binding
                Effect.  Subject to the limitations stated above, this
                Agreement shall be binding upon and inure to the benefit of the parties’
                respective heirs, legal representatives successors and
                assigns.

            


    

    


    
      	
              13.

            	
              Changes
                in Capital or Corporate Structure.  In the event of any
                merger, reorganization, consolidation, recapitalization, stock dividend,
                stock split, extraordinary distribution with respect to the Stock
                or other
                change in corporate structure affecting the Stock, the number of
                Stock
                Units awarded under this Agreement shall be adjusted pursuant to
                Section
                4(e) of the Plan.

            


    

    


    
      	
              14.

            	
              Entire
                Agreement.  This Agreement is the entire agreement between
                the parties hereto, and all prior oral and written representations
                are
                merged into this Agreement.  The headings in this Agreement are
                inserted for convenience and identification only and are not intended
                to
                describe, interpret, define or limit the scope, extent, or intent
                of this
                Agreement or any provision hereof.

            


    

    


    
      	
              15.

            	
              Notices.  Any
                notice or other communication required or permitted under this Agreement
                must be in writing and must be delivered personally, sent by certified,
                registered or express mail, or sent by overnight courier, at the
                sender's
                expense. Notice shall be deemed given when delivered personally or,
                if
                mailed, three days after the date of deposit in the United States
                mail or,
                if sent by overnight courier, on the regular business day following
                the
                date sent.  Notice to the Company should be sent to Attention:
                Vice President, Human Resources, BorgWarner World Headquarters, 3850
                Hamlin Road, Auburn Hills, MI, USA 48326.  The Company may
                change the person and/or address to whom the Employee must give notice
                under this paragraph by giving the Employee written notice of such
                change,
                in accordance with the procedures described above.  Notices to
                or with respect to the Employee shall be directed to the Employee,
                or to
                the Employee's executors, personal representatives or distributees,
                if the
                Employee is deceased, or the assignees of the Employee, at the Employee's
                last home address on the records of the
                Company.

            


    

    


    
      	
              16.

            	
              Amendment
                of the Agreement.  The Company and the Employee may amend
                this Agreement only by a written instrument signed by both
                parties.

            


    

    


    
      	
              17.

            	
              Counterparts.  This
                Agreement may be executed in one or more counterparts, all of which
                together shall constitute but one
                agreement.

            


    

    


    
      	
              18.

            	
              Section
                409A.  Within the time period permitted by the applicable
                Treasury Regulations, the Company may, in consultation with the Employee,
                modify the Agreement, in the least restrictive manner necessary and
                without any diminution in the value of the payments to the Employee,
                in
                order to cause the provisions of the Agreement to comply with the
                requirements of Section 409A, so as to avoid the imposition of taxes
                and
                penalties on the Employee pursuant to Section
                409A.

            


    

    


    *           *           *           *           *

        

    IN
      WITNESS WHEREOF, BORGWARNER INC. and the Employee have executed this Agreement
      to be effective as of the date first written above.

     

    BORGWARNER
      INC.

    


    


    By:
      _________________________________

    


    Title:  _________________________________

    


     

    I
      acknowledge receipt of a copy of the Plan (either as an attachment hereto or
      that has been previously received by me) and that I have carefully read this
      Agreement and the Plan.  I agree to be bound by all of the provisions
      set forth in this Agreement and the Plan.

     

    __________________          
      __________________________

    Date                                                                      EMPLOYEE