Exhibit 10.3 Q1 2015






Exhibit 10.3


FEDERAL-MOGUL CORPORATION
2010 STOCK INCENTIVE PLAN 
2015-2017 EVA AWARD AGREEMENT - Powertrain Segment


Name: [____________] (the “Participant”)




Pursuant to and subject to the terms and conditions of the Federal-Mogul Corporation 2010 Stock Incentive Plan, as amended from time to time (the “Plan”), this award agreement (“Agreement”) evidences the issuance to the Participant by Federal-Mogul Corporation (the “Company”), effective as of the grant date set forth below, of a performance-based economic value added award (the “Award”).  The rights conferred by this Agreement shall be deemed for all purposes to be a “performance unit” under the Plan.  Any term capitalized herein but not defined will have the meaning set forth in the Plan. 


		
	1.
	Grant Date.  The grant date for the Award is [___________], 2015 


		
	2.
	Performance Period.  The Performance Period for the Award shall be the three-year period commencing on January 1, 2015 and ending on December 31, 2017.


		
	3.
	Vesting.  The Award shall vest 100% on the last day of the Performance Period, subject to the Participant’s continuous employment throughout the Performance Period.


		
	4.
	Award Value.  Participant’s Award shall be valued based on the Award Percentage multiplied by the PT Bonus Pool.  Subject to the provisions in Section 7 hereof, the Participant’s Award Percentage is equal to [_]%.


		
	(a)
	“PT Bonus Pool” means 3.0% of Economic Profit generated by the Powertrain Segment during the Performance Period.  The PT Bonus Pool cannot be less than $0 and may not exceed $10,000,000 with respect to the Performance Period.


		
	(b)
	“Economic Profit” means, with respect to the Powertrain Segment of the Company, EBIT of the Powertrain Segment less the Capital Charge.  Economic Profit shall be calculated quarterly during the Performance Period.  


		
	(c)
	“EBIT” means, for any fiscal quarter, the Powertrain Segment’s consolidated net income determined in accordance with GAAP before the following: 


		
	i.
	interest income and expense, 


		
	ii.
	provision for income taxes (including tax sharing payments), 


		
	iii.
	legacy defined benefit expenses, 


		
	iv.
	OPEB curtailment gains or losses, 


		
	v.
	expenses associated with factoring of receivables, and


		
	vi.
	gains and losses on the sale of a business. 


		
	vii.
	restructuring charge, to be capitalized and then amortized through EBIT over a 3 year period (i.e. over 12 quarters) 


EBIT shall be calculated quarterly during the Performance Period.  Notwithstanding anything to the contrary in the foregoing, the Compensation Committee of the Company's Board of Directors (“Compensation Committee”) shall, subject to the terms of the Plan, adjust the calculation of EBIT for events or actions during the course of the Performance Period that are extraordinary and/or non-recurring (including but not limited to goodwill impairments or legacy costs).
		
	(d)
	“Capital Charge” means, for any fiscal quarter, Average Working Assets multiplied by the annual rate specified below.  Capital Charge shall be calculated quarterly during the Performance Period.


		
	i.
	Fiscal 2015: Ten percent (10.0%) (i.e., 2.5% each fiscal quarter).


		
	ii.
	Fiscal 2016: Ten percent (10.0%) (i.e., 2.5% each fiscal quarter).


		
	iii.
	Fiscal 2017: Ten percent (10.0%) (i.e., 2.5% each fiscal quarter).


		
	(e)
	“Average Working Assets” means, for any fiscal quarter, the average of (i) Working Assets as of the last day of such quarter and (ii) Working Assets as of the last day of the immediately preceding quarter. Average Working Assets shall be calculated quarterly during the Performance Period.


		
	(f)
	“Working Assets” means, for any fiscal quarter, the following items for the Powertrain Segment as of the last day of such quarter (in each case determined in accordance with GAAP): 


		
	i.
	accounts receivable; plus 


		
	ii.
	factored receivables that would not have otherwise been paid during the fiscal quarter; plus 


		
	iii.
	net inventory; plus 


		
	iv.
	 property, plant and equipment net of depreciation (i.e. net book value); plus











		
	v.
	goodwill and other intangible assets related to acquisitions or investments completed on or after September 30, 2013; plus


		
	vi.
	investments in non-consolidated subsidiaries (excluding  $100 million consisting primarily of retained earnings established before January 1, 2014);  less


		
	vii.
	accounts payable; less 


		
	viii.
	accrued liabilities (other than accruals for short term taxes or short term interest). 


		
	ix.
	net book value of capitalized restructuring (i.e. gross amount of restructuring capitalized net of accumulated amortized restructuring charged through EBIT)


Working Assets shall be calculated quarterly during the Performance Period. The Participant and the Company acknowledge and agree that Working Assets for the fiscal quarter of the Powertrain Segment ended December 31, 2014 was [____].  Notwithstanding anything to the contrary in the foregoing: (A) Working Assets shall be determined without giving effect to any gains and losses on the sale of a business; and (B) the Compensation Committee shall, subject to the terms of the Plan, adjust the calculation of Working Assets for events or actions during the course of the Performance Period that are extraordinary and/or non-recurring (including but not limited to goodwill impairments).
		
	5.
	Form and Timing of Payment.  Except as hereinafter provided, after the end of the Performance Period, the Participant shall be entitled to receive a payment equal to the value of the Award, if any, in a lump sum in cash.  Payment of such amount shall be made as soon as administratively practicable after the later of (i) the filing of the Company’s 2017 Annual Report on Form 10-K (or any successor filing) and (ii) the Economic Profit results are calculated and certified by the Compensation Committee following the end of the Performance Period, but in no event later than March 15, 2018.


		
	6.
	Termination of Employment. Subject to the forfeiture and clawback provisions contained in Section 15 of the Plan and Section 11 of this Award, the Participant’s right to receive the Award after the Participant’s Termination of Employment within the Performance Period will be only as follows: 


		
	(a)
	Termination by the Company other than due to a Breach of Conduct. If the Participant incurs an involuntary Termination of Employment by the Company other than due to a Breach of Conduct prior to the end of the Performance Period, subject to the provisions of Section 7 hereof, the Participant shall have the right to receive a payment in a lump sum in cash equal to (i) the value of the Award, if any, multiplied by (ii) a fraction, (A) the numerator of which is equal to the number of days the Participant was employed during the Performance Period and (B) the denominator of which is equal to the total number of days in the Performance Period.  The payment of such amount, if any, shall be made in accordance with Section 5.  


		
	(b)
	Other Termination. Unless otherwise determined by the Committee, if the Participant incurs a Termination of Employment within the Performance Period for any reason other than as described in Section 6(a), then the Award shall thereupon immediately terminate and be forfeited by the Participant.




		
	7.
	Change in Control and Powertrain Segment Change of Control.  Notwithstanding anything to the contrary herein, if the Participant is employed by the Company immediately prior to a Change in Control Event that occurs during the Performance Period, to the extent that the Participant becomes entitled to a payment pursuant to Section 5 or Section 6 hereof, such payment shall not be less than the Change in Control Amount.  


		
	(a)
	“Change in Control Event” means a Change in Control as defined in the Plan and/or a Powertrain Segment Change of Control.


		
	(b)
	“Powertrain Segment Change of Control” shall mean a transaction by which all or substantially all of the assets of the Powertrain Segment (or the securities of the entities holding such assets) are sold to a third party who is not Affiliated with the Company in a private sale (including such transactions that occur following a Spin-Off Transaction or a public offering of the securities of the Powertrain Segment), but in no event shall such term be utilized to refer to a Spin-Off Transaction, a public offering of the securities of the Powertrain Segment or any other transaction that would not satisfy the definition of a “change in control event” as defined in Code Section 409A and the regulations and other official guidance issued thereunder.  For the avoidance of doubt, a “Powertrain Segment Change of Control” shall in no event include any transaction if, immediately following consummation thereof, Carl Icahn and/or the Related Parties are the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Powertrain Segment.


		
	i.
	“Powertrain Segment” means the powertrain operating segment of the Company (or any successor operating segment). 


		
	ii.
	“Affiliate” shall have the meaning set forth in Rule 405 of Regulation C of the Securities Act of 1933, as amended.


		
	iii.
	“Spin-Off Transaction” means any transaction by which (i) the Powertrain Segment (or all or substantially all of the assets of the Powertrain Segment or the securities of the entities holding such assets) is distributed to the security holders of the Company or (ii) the assets comprising all or 











substantially all of the Powertrain Segment (or the securities of the entities holding such assets) are otherwise reorganized or restructured in a manner similar to the foregoing.
		
	(c)
	“Change in Control Amount” means an amount equal to the value of the Award calculated in accordance with Section 4 hereof, but determined as if the Performance Period ended on the Change in Control Date.


		
	(d)
	 “Change in Control Date” means the date upon which a Change in Control Event is consummated.


		
	8.
	Withholding.  The Company 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, local or foreign, triggered by the payment of any amounts hereunder. 




		
	9.
	Transferability of the Award. The Award is transferable only by will or the laws of descent and distribution, or pursuant to a domestic relations order (as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder).




		
	10.
	No Limitation on Rights of the Company. The grant of the Award will 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. 




		
	11.
	Cancellation, Rescission, and Clawback of Awards.  In the event of a restatement of the Company’s consolidated financial statements that would reduce the amount of any previously awarded Award, the related outstanding Awards will be cancelled or reduced accordingly and the Participant shall pay over to the Company an amount equal to any gain realized as a result of the exercise, distribution or settlement (whether at the time of exercise, distribution or settlement or thereafter) within (a) the twenty-four (24) months preceding such financial restatement for the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer of the Company or (b) the twelve (12) months preceding such financial restatement for all other Participants.




Additionally, the Committee may at any time, in its sole and absolute discretion, cancel, declare forfeited, rescind, or require the return of any outstanding Award (or a portion thereof) upon the Committee determining that the Participant has, at any time (whether before or after the grant date of the Award), committed a Breach of Conduct.  In addition, at any time following the payment of an Award, the Committee may, in its sole and absolute discretion, rescind any such payment and require the repayment of an Award (or a portion thereof) upon the Committee determining that the Participant has, at any time (whether before or after the payment of the Award), committed a Breach of Conduct.  


The Committee’s determination that a Participant has committed a Breach of Conduct, and its decision to require rescission of an Award’s payment, shall be conclusive, binding, and final on all parties.  The Committee’s determination that a Participant has violated the terms of the Plan or the Award and the Committee’s decision to cancel, declare forfeited, or rescind an Award or to require rescission of an Award’s payment shall be conclusive, binding, and final on all parties.


In connection with any cancellation, forfeiture or rescission contemplated by this Section 11, the terms of repayment by the applicable Participant shall be determined in the Committee’s sole and absolute discretion, which may include, among other terms, the repayment being required to be made (i) in one or more installments or payroll deductions or deducted from future bonus payments or (ii) immediately in a lump sum in the event that such Participant incurs a termination of employment. 


To the extent not prohibited under applicable law, the Company, in its sole and absolute discretion, will have the right to set off (or cause to be set off) any amounts otherwise due to a Participant from the Company in satisfaction of any repayment obligation of such Participant hereunder, provided that an such amounts are exempt from, or set off in a manner intended to comply with the requirements of Section 409A of the Code.  


		
	12.
	Plan and Agreement Not a Contract of Employment. Neither the Plan nor this Agreement is a contract of employment, and no terms of employment of the Participant will be affected in any way by the Plan, this Agreement or related instruments except as specifically provided therein. Neither the establishment of the Plan nor this Agreement will be construed as conferring any legal rights upon the Participant for a continuation of employment, nor will it interfere with the right of the Company or any subsidiary or Affiliate to discharge the Participant and to treat him or her without regard to the effect that treatment might have upon him or her as the Participant. 




		
	13.
	Notice. Any notice or other communication required or permitted hereunder must be in writing and must be delivered personally, or sent by certified, registered or express mail, postage prepaid. Any such notice will be deemed given when so delivered personally or, if mailed, seven days after the date of deposit in the United States mail, in the case of the 











Company to the Company’s U.S. corporate headquarters (as reflected on the Company’s corporate website), Attention: General Counsel, and, in the case of the Participant, to the last known address of the Participant in the Company’s or Subsidiary’s records. 


		
	14.
	Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof, and may not be modified (except as provided herein and in the Plan) adversely to the Participant except by means of a written document signed by the Company and the Participant. This Agreement and the Award will be construed and enforced in accordance with, and governed by, the laws of the State of Delaware, determined without regard to its conflict of laws rules. 




		
	15.
	Plan Controls. The rights granted under this Agreement are in all respects subject to the provisions of the Plan to the same extent and with the same effect as if they were set forth fully herein. If the terms of this document conflict with the terms of the Plan, the Plan will control. 




		
	16.
	Participant’s Acknowledgement. The Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions thereof. The Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands the provisions of the Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Compensation Committee upon any questions arising under the Plan or this Agreement. The Participant further agrees to notify the Company upon any change in his or her residence address. A facsimile or photocopy of an executed counterpart of this Agreement shall be sufficient to bind the party or parties whose signature(s) appear thereon. 




	
							
	 
	 
	 
	 
	 
	 
	 

	Participant 
	 
	 
	 
	Federal-Mogul Corporation 
	 
	 

	__________________________
Name: 
	 
	 
	 
	By: __________________________
 Name: [_________]
Title: [_________________]