exv10w24






Exhibit 10.24



Dear Gary:



This letter confirms the previous discussions between Dana and yourself regarding the retention by
the Company of your services as a special consultant to advise Dana on various operational,
productivity, management and strategic issues. The effective date of this Agreement will be
January 1, 2010.



Compensation. As retainer and compensation for the services to be provided to Dana upon
its reasonable request, Dana will pay to you an annual fee of $850,000 to be paid in equal
installments payable at the end of each calendar month during the term of this engagement. Such
payments will be made by wire transfer to an account identified by you. Additionally, Dana will
reimburse you for expenses reasonably incurred in connection with the services requested and
furnished. Such expenses will include the cost of any travel required from your home (via
commercial aircraft business class seating) to a location determined by Dana as required to perform
the services hereunder . Further, Dana will agree to provide you an incentive payment of up to
$950,000 for such timely and successful completion of such goals (and based on such weighting) as
would be agreed between you and the Chief Executive Officer of the Company. The payment of any
such incentive that is to be paid as a result of the completion of such goal(s) shall made
quarterly in equal installments (via wire transfer as specified above) following the determination
that such goal(s) have been successfully completed for which the incentive payment is being made.
As you will not be our employee during the engagement, no taxes or FICA will be withheld and you
will be responsible for the payment of any and all taxes otherwise due.



Indemnification. Dana will indemnify you from any claims against you that should arise
out of the services provided, except to the extent such claims are based upon gross negligence or
willful misconduct.



Confidentiality. Except as required by law, all non-public information and data of
whatsoever kind or nature furnished or made available to you by Dana, during this engagement, shall
be treated as confidential. Except upon written authorization by Dana, for so long as such
information or data remains non-public, you shall not disclose it to anyone, in any manner
whatsoever, either in whole or in part, other than to Dana personnel and to attorneys and
consultants engaged by Dana to provide services on or related to matters on which you are providing
assistance during the term of this engagement and who have a reasonable need to know the
information to further the interests of Dana.



Termination. This Agreement may be terminated by either party with sixty (60) days prior
written notice to the other party. Notice of such termination shall be delivered, in the case of
Dana, to the attention of the Chief Administrative Officer. Upon such termination, any unpaid
portion of the retainer fee will be pro-rated and paid within 30 calendar days of the termination
based on the ratio of the number of calendar days in the




 









 




calendar quarter occurring at the time the termination becomes effective, divided by the total
number of days in the applicable calendar quarter.



Others. It is recognized and agreed that you may provide services to other companies so
long as such service does not, in Dana’s reasonable opinion, create any unreasonable risk of
disclosure of confidential Dana information or significantly threaten Dana’s competitive position.



Survival. The provisions of this Agreement entitled “Indemnification”, “Confidentiality”
and “Others” shall survive the termination this Agreement for two years after such termination.



Severability. If any term or provision of this Agreement is determined to be illegal,
unenforceable or invalid in whole or in part for any reason, such illegal, unenforceable or invalid
provisions or part thereof shall be stricken from this agreement, and such provision shall not
affect the legality, enforceability, or validity of the remainder of this Agreement. If any
provision or part thereof of this Agreement is stricken in accordance with the provisions of this
section, then this stricken provision shall be replaced, to the extent possible, with a legal
enforceable and valid provision that is as similar in tenor to the stricken provision as is legally
possible.



Attorneys’ Fees. In any action brought to enforce the terms of this Agreement, the
prevailing party shall be reimbursed by the non-prevailing party for such prevailing party’s
reasonable attorneys’ fees and expenses, including the costs of appeal and the costs of enforcing a
judgment.



Ohio Law. Ohio law shall govern the interpretation and application of this Agreement
without regard to Ohio’s choice of law principles.



If the foregoing accurately sets for the terms of the engagement between you and Dana, please
kindly endorse the original and copy, retain one copy and return the original to me.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Very Truly Yours,	 	 
	 

	 	 	 	 	 	Dana Holding Corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Robert Marcin
 

Robert Marcin
	 	 
	 

	 	 	 	 	 	Chief Administrative Officer	 	 
	 
	 	 	 	 	 	 	 	 
	Accepted and agreed this 12 day
of January, 2010
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Gary L. Convis
 

Gary L. Convis