Meritor, Inc.
2135 West Maple Road
Troy, Michigan 48084-7121
      USA
800-535-5560
      Tel
  
meritor.com



	April 21,
      2016




Ivor J.
Evans
[redacted]


Mr. Evans:

Subject: Mutually Agreed Upon Transition Agreement

This letter agreement (this "Agreement")
confirms your acceptance of a transition package from Meritor, Inc (“Meritor” or
the “Company”). Both parties expressly agree that your acceptance of this
agreement is completely voluntary. You and the Company have agreed to enter into
this Agreement pursuant to the following terms and conditions and
consideration:

	     	1.	     	Transition Date from Active
      Employment to Board Member. Your last
      day of work in the office with the Company is April 21, 2016. Your last
      day of active employment with the Company will be April 30, 2016, your
      "Transition Date". Post Transition Date, you will become a non-independent
      director of the Company’s Board of Directors, whereby you will compensated
      with a prorated board approved retainer fee, committee meeting fees and
      equity-based award for your service on an annual basis for the rest of
      your term.
	 
	 	2.	 	Vacation Pay. You will receive any unpaid salary and any accrued but
      unused vacation through your Transition Date in the form of a lump sum
      within 30 days of your Transition Date, or such earlier date as may be
      required by law. These amounts are savings plan eligible under the
      Company's tax-qualified savings plan ("Company Savings
Plan").
	 
		3.		Incentive Compensation
      Plan. Given that your last day of
      active employment will be April 30, 2016 you will be eligible to receive a
      pro-rated incentive compensation plan (ICP) payment for fiscal year 2016
      based on time worked through your Transition Date. Such payment will be
      subject to the applicable formula, in accordance with ICP metrics. Any
      final award determination is subject to approval by the Compensation &
      Management Development Committee of the Company's Board of Directors. If
      an ICP award is approved, your ICP award payment for fiscal year 2016 will
      be paid in a single lump sum payment in December 2016.
	 	 	 	 
	 	4.	 	Equity
      Awards. You have received equity grant(s). You will be eligible to
      retain your equity grants as
follows:



	-	Hiring Incentive Award of Non-qualified Stock
      Options:
 


	○	Any
      vested options shall be exercisable until September 11,
      2018
 
	○	Unvested options can vest until September 30, 2016 so long as
      remaining performance hurdles are achieved. Failure to achieve the
      remaining performance hurdles will result in forfeiture of any of the
      unvested stock options.
 


	-	FY2014-FY2016 LTIP award will vest on December 1, 2016 pending
      Board of Directors approval, based upon applicable
      formulae
 
	-	FY2015-FY2017 LTIP award will be forfeited based on plan
      provisions since your Transition Date is prior to the December 1, 2017
      vesting date.









Ivor J. Evans
April 21, 2016
Page 2
of 7 

	-	FY2016-FY2018 LTIP award will be forfeited based on plan
      provisions since your Transition Date is prior to the December 1, 2018 vesting
      date.



		5.		Financial Planning/Car
      Allowance. Your Company-provided
      financial planning benefits and car allowance will cease as of April 30,
      2016.
		 
		6.		Disability
      Coverage. Your coverage under the
      Company's short and long term disability plans will cease as of April 30,
      2016.
		 
		7.		Company Tax-Qualified Savings
      Plan. You will cease to be an active
      participant in the Company Savings Plan as of April 30, 2016. You are 100%
      vested in your savings plan deferrals and related company matching
      contributions under such plan. Benefits under the Company Savings Plan
      will be paid in accordance with the terms of such plan.
		 
				Based on your age and years of
      service with the Company, you are 100% vested in the pension contribution
      portion of your Company Savings Plan account.
		 
				You will be able to request a
      Company Savings Plan distribution after your Transition Date. Please
      contact T. Rowe Price for information about your Meritor Savings Plan and
      Pension Contribution accounts at (800) 922-9945.
		 
		8.		Company Supplemental Pension,
      Supplemental Savings and Deferred Compensation Plans. Any benefits to which you are entitled under the
      Company's supplemental pension, supplemental savings and deferred
      compensation plans will be payable in accordance with the terms of such
      plans, including the six month wait for key employees. Please contact Mike
      Lei for more information.
		 
	     	9.	     	Company Health
      Plans. If you are currently enrolled in
      the Company's group medical, dental and/or vision plans and are making the
      payroll deductions associated therewith, coverage will remain in force
      through April 30, 2016. After April 30, 2016, you will be entitled to
      continue your group medical, dental and vision coverage at your own
      expense for a period of up to 18 months through COBRA. Information as to
      the cost of such coverage will be supplied to you approximately two weeks
      following your Transition Date. Notwithstanding the foregoing, if you
      become employed and covered by a health insurance plan of a new employer,
      you must immediately notify the Company’s Vice President of Human
      Resources. Your coverage under the Company’s health plans will cease as of
      the date you become covered under such other employer’s health
    plan.
		 
		10.		Other Company Welfare
      Benefits. Your coverage under the
      Company's life and accidental death and dismemberment (AD&D) plans
      will remain in force through April 30, 2016. Such life Insurance coverage
      may be converted to an individual policy within 31 days after termination
      of such coverage by contacting MetLife at (888) 622-6616.
		 
				Your enrollment in any voluntary
      benefits, including Supplemental Life and/or supplemental AD&D for you
      and/or your dependents, Critical Illness Insurance and/or MetLaw, and the
      payroll deductions associated therewith, will continue through April 30,
      2016. MetLife will contact you by mail following that date with regard to
      your ability to convert the coverage to an individual policy.
		 
		11.		Medicare
      Reporting. By signing this Agreement,
      you acknowledge that you have carefully reviewed Attachment A regarding
      Medicare Reporting and you have fully and accurately completed Attachment
      A regarding potential Medicare eligibility. You also agree to waive and
      release any private cause of action for damages pursuant to 42 U.S.C.
      1395. The parties have not shifted responsibility for medical treatment to
      Medicare in contravention of 42 U.S.C. 1395 and further acknowledge that
      any action or decision by the Centers for Medicare & Medicaid Services
      or Medicare regarding your eligibility or entitlement to Medicare or
      Medicare payments will not affect the finality of this Agreement or render
      the release of claims void or ineffective. The parties made every effort
      to adequately protect Medicare’s interest and incorporate such into the
      settlement terms, and to comply with both federal and state law. You agree
      you will indemnify, defend and hold the Company harmless from any Medicare
      conditional payments and right to payment, known or unknown, and all
      claims or liens related thereto.









Ivor J. Evans
April 21, 2016
Page 3
of 7 

		12.		Withholdings. All payments and benefits under this Agreement are
      subject to any and all applicable tax and other withholdings.
		 
	     	13.	     	Company
      Property. You will deliver promptly to
      the Company (and not keep in your possession or deliver to any other
      person or entity) any and all property belonging to the Company or any of
      its subsidiaries or divisions that is in your possession or under your
      control, including without limitation, credit cards, other electronic
      equipment, records, data, notes, reports, correspondence, financial
      information, customer files and information and other documents or
      information (including any and all copies of such Company
    property).
		 
		14.		Release of
      Claims. You will not have the right to
      assert that the Company or any Company Released Party unlawfully
      terminated your employment or violated any of your rights in connection
      with your employment.
		 
				You affirm that you have not
      filed, and agree, to the maximum extent permitted by law, not to initiate
      or cause to be initiated on your behalf, any complaint, charge, claim or
      proceeding against the Company Released Parties before any federal, state
      or local agency, court or other body relating to your employment, the
      cessation thereof or any other matters covered by the terms described
      above, and agree not to voluntarily participate in such a proceeding.
      Further, you hereby waive your right to, and agree, to the maximum extent
      permitted by law, not to, seek, receive, collect, or benefit from any
      monetary or other compensatory settlement, award, judgment, or other
      resolution (including a resolution that would otherwise provide for
      reinstatement to employment) of any complaint, charge, or claim that any
      agency or other body pursues against any of the Company Released Parties,
      whether pursued solely on your behalf or on behalf of a greater class of
      individuals.
		 
				Nothing in this Agreement shall
      preclude or prevent you from filing a claim with the Equal Employment
      Opportunity Commission that challenges the validity of the release in this
      paragraph 14 solely with respect to your waiver of any Losses that may
      arise under the ADEA.
		 
		15.		
      The Company agrees on behalf of its
      subsidiaries and divisions and its and their respective current and former
      officers, directors, employees, agents, owners, affiliates, successors and
      assigns (the "Company Parties") to release, acquit and forever discharge
      you, your heirs, executors, administrators and assigns, of and from any
      and all manner of actions and causes of action, suits, debts, damages,
      dues, accounts, bonds, covenants, contracts, agreements, judgments,
      charges, claims, rights and demands whatsoever, whether known or unknown
      ("Losses"), which the Company Parties ever had, now have or may hereafter
      have, against you or any of them arising out of or by reason of any cause,
      claim, controversy, matter or thing whatsoever, including but not limited
      to any and all claims arising in the ordinary course and scope of your
      employment with the Company and its predecessors, excepting any act found
      to be criminal by a court of competent jurisdiction from the beginning of
      the world to the date hereof, including without limitation, any and all
      matters relating to your employment by the Company and its predecessors
      and the cessation thereof, any and all matters relating to your
      compensation and benefits by or from the Company and its predecessors and
      any and all matters arising under any federal, state or local statute,
      rule, regulation or principle of contract law or common
  law.










Ivor J. Evans
April 21,
2016
Page 4 of 7 

				
      The Company understands that as a result of the
      prior paragraph, the Company will not have the right to assert that you
      unlawfully terminated your employment or violated any of the Company’s
      rights in connection with your employment.

		 
				The Company affirms that it has
      not filed, and agrees not to initiate or cause to be initiated on its
      behalf, any complaint, charge, claim or proceeding against you before any
      federal, state or local agency, court or other body relating to matters
      released in this paragraph 15, and agrees not to voluntarily participate
      in such a proceeding.
		 
				The Company agrees to indemnify
      you and to provide you legal counsel in any litigation, administrative
      proceeding or investigation relating to your employment with the Company
      in which you are originally named as a defendant. Notwithstanding the
      foregoing, the Company shall have no obligation to indemnify you for any
      act found to be criminal or outside the scope of your employment, by a
      court of competent jurisdiction.
		 
	     	16.	     	Confidentiality. The Company and
      you agree that the terms and conditions of this Agreement are confidential
      and that neither party will disclose the terms of this Agreement to any
      third parties, other than (i) disclosure by you to your spouse, (ii)
      disclosure by the Company or you to its or your respective attorneys,
      auditors, financial advisors and accountants, (iii) as may be required by
      law (including securities laws) or (iv) as may be necessary to enforce
      this Agreement. Without limiting the generality of the foregoing, you
      acknowledge that the Company may, to the extent required by applicable
      law, describe or incorporate the terms of this Agreement in, and/or file
      or incorporate this Agreement as an exhibit to, one or more filings with
      the Securities and Exchange Commission.
		 
		17.		Termination. Either party shall have the right to terminate this
      Agreement at any time if the other party breaches any of the obligations
      stated herein under this Agreement after that party has received written
      notice of the claimed breach and has failed to cure the breach within
      fifteen (15) days of receipt of notice.
		 
		18.		Advice of Counsel/Voluntary
      Consideration. You acknowledge that you
      have been advised to consult with an attorney prior to signing this
      Agreement. You also acknowledge, understand and agree that this Agreement
      is voluntarily entered into by you in consideration of the undertakings by
      the Company as set forth herein and is consistent in all respects with the
      discussions by the Company personnel with you relating to your
      separation.
		 
		19.		Proprietary
      Information. You agree that you will
      not disclose, nor will you use any Meritor proprietary information at any
      time, including after you leave employment with the Company. Proprietary
      information is any sensitive information owned by the Company and which
      gives or potentially gives the Company certain competitive advantages and
      is not widely known to the public. Proprietary information can include
      secret formulas, processes, and methods used in production. It can also
      include the Company’s business and marketing plans, salary structure,
      customer lists, contracts, and details of its computer systems. Special
      knowledge and skills that an employee has learned on the job are
      considered to be the Company’s proprietary information.
	 	 
		20.		Release Period and Effective
      Date. This Agreement may be revoked
      within seven (7) days from the date it is signed by you by notifying
      counsel for Meritor, Richard Rose, Interim General Counsel Meritor, Inc.,
      2135 W. Maple Road, Troy, Michigan 48084, in writing. Any such revocation
      will be effective upon receipt by Mr. Rose. This Agreement will become
      effective and irrevocable upon expiration of the seven (7) day revocation
      period.
		 
		21.		Arbitration. In the event there is a dispute regarding this
      Agreement or your employment with the Company, you and the Company agree
      that, except where injunctive relief is being sought by either party to
      enforce this Agreement, any such dispute will be resolved solely and
      exclusively by binding arbitration, by and under the rules of the American
      Arbitration Association, in accordance with the Company’s “Mutual
      Agreement to Arbitrate Claims” and the Company’s “Standards of Business
      Conduct and Conflict of Interest Certificate” that you have signed
      previously. A judgment of any circuit court may be rendered upon the award
      made pursuant to this Agreement and shall be valid, enforceable and
      irrevocable save upon such grounds as exist at law or in equity for the
      rescission or revocation of any contract. Any controversy involving the
      construction or application of any terms, covenants or conditions of this
      Agreement, or any claims arising out of any alleged breach of this
      Agreement, will be submitted to and resolved by final and binding
      arbitration in Oakland County, Michigan (conducted pursuant to the
      aforementioned American Arbitration
Association).









Ivor J. Evans
April 21,
2016
Page 5 of 7 

	     	22.	     	Severability. If any provision
      or portion of this Agreement shall for any reason be held invalid or
      unenforceable such invalidity or unenforceability shall not affect any
      other provision hereof and the remaining provisions or portions of this
      Agreement shall remain in full force and effect, and shall be interpreted
      to best reflect the intent of the parties.
		 
		23.		Section
      409A.
		 
				(a)	     	The payments and benefits under
      this Agreement are intended to comply with or be exempt from the
      requirements of Section 409A. To the extent that any payment or benefit
      under this Agreement is subject to the requirements of Section 409A, then,
      with respect to such payment or benefit, this Agreement will be
      interpreted to the maximum extent permitted by law in a manner to comply
      with the requirements of Section 409A.
		 
				(b)		Notwithstanding any other
      provision of this Agreement, payments or benefits under this Agreement
      that are subject to the requirements of Section 409A may only be provided
      upon an event and in a manner that complies with Section 409A, and any
      such payment or benefit that is to be made upon or as a result of a
      termination of employment shall only be made if such termination of
      employment constitutes a "separation from service" (as defined under
      Section 409A).
		 
				(c)		Notwithstanding any other
      provision of this Agreement, payments or benefits under this Agreement
      that are subject to the requirements of Section 409A that are provided as
      a result of a separation from service during the six (6) month period
      immediately following your separation from service will not be provided
      during that six (6) month period immediately following your separation
      from service. Such payments and benefits shall instead be provided during
      the first payroll cycle immediately following the expiration of such
      six-month period.
		 
				(d)		All reimbursements and in-kind
      benefits provided under this Agreement will be made or provided in
      accordance with the requirements of Section 409A to the extent that such
      reimbursements and in-kind benefits are subject to Section 409A,
      including, where applicable, the requirements that (i) any reimbursement
      is for expenses incurred during your employment with the Company and any
      in-kind benefit is provided during your employment with the Company
      (unless a different time period is stated elsewhere in this Agreement),
      (ii) the amount of expenses eligible for reimbursement or in-kind benefits
      to be provided during a calendar year will not affect the amount of
      expenses eligible for reimbursement or in-kind benefits to be provided in
      any other calendar year, (iii) any reimbursement will be made on or before
      the last day of the calendar year following the calendar year in which the
      expense is incurred, and (iv) the right to the reimbursement or in-kind
      benefit is not subject to liquidation or exchange for cash or any other
      benefit.
		 
	 	 	 	(e)	 	Notwithstanding the foregoing,
      the Company makes no representation to you about the effect of Section
      409A on the provisions of this Agreement.









Ivor J. Evans
April 21,
2016
Page 6 of 7 

	     	24.	     	Final
      Agreement. This Agreement is a complete
      and final agreement between you and the Company and its successors and
      supersedes all other offers, agreements, and negotiations. Notwithstanding
      the foregoing, the Invention Assignment and Arbitration Agreements remain
      in full force and effect except as modified by this
  Agreement.


Sincerely, 

 

William R. Newlin 
Lead Director of the Board of Directors of Meritor, Inc.



	/s/ William R. Newlin	 
	cc: 	J. Craig
		T. Heffron
		R. Rose




	
      Accepted and Agreed by:
	
	/s/
      Ivor J. Evans	
	Ivor J. Evans	 
	 	 
	4/21/16	
	Date	










Ivor J. Evans
April 21, 2016
Page 7
of 7 

ATTACHMENT A - MEDICARE ELIGIBILITY
AND REPORTING 

Medicare Eligible and a Medicare
Beneficiary: A person may be Medicare
eligible if he/she: (1) is 65 years of age or older; (2) is suffering from end
stage renal failure and meets certain additional conditions, (3) is suffering
from amyotrophic lateral sclerosis, (4) has received Social Security benefits
for twenty-four (24) months or longer. A person currently receiving Medicare
benefits is a Medicare Beneficiary.

I confirm the following:

☐   I am Medicare
eligible or a Medicare Beneficiary. I
confirm that I am either Medicare eligible (or will be Medicare eligible within
thirty (30) months), or I am currently a beneficiary of Medicare
benefits. 

☐   I am not
Medicare eligible and do not reasonably expect to be Medicare eligible within
thirty (30) months, nor am I currently
a beneficiary of Medicare benefits.
I further confirm that I have not applied for
Social Security benefits, nor have I been denied Social Security benefits for
which I am appealing the denial.


If you have selected “Yes, I am
Medicare eligible or a Medicare Beneficiary,” please read the following
provisions carefully:

I confirm that I have not made any claim
for illness or injury against the Released Parties, nor am I aware of any facts
supporting any claim, under which the Released Parties could be liable for
medical expenses incurred by me before or after signing this Agreement. I
confirm that I am not aware of any medical expenses which Medicare has paid on
my behalf for which the Company is or could be liable now or in the future. I am
not aware of any Medicare conditional payments that have been made on my behalf
in connection with my transition of employment from the Company, and I agree if
requested to use my best efforts to obtain a letter from Medicare to this
effect. I agree and affirm that, to the best of my knowledge, no liens by any
governmental entity exists, including but not limited to, any lien for Medicare
conditional payments.

I will assume responsibility for Medicare
conditional payments, including but not limited to, subrogation claims, liens,
or other rights to payment, relating to medical treatment that may be asserted
by a health care provider, insurer, governmental entity, employer or other
person or entity. I will indemnify, defend and hold the Company harmless from
any and all damages (including multiple damages), claims and rights to payment,
including any attorneys’ fees, brought by any person or entity against the
Company to recover any conditional or other Medicare payments made to
me.

I confirm and acknowledge that the
above statements by me are true. Further, I confirm that the above definitions
are provided for my assistance, however, it is my sole responsibility to
accurately evaluate my Medicare eligibility and/or beneficiary status and
disclose that status to the Company. If I am Medicare eligible or a Medicare
Beneficiary, I have carefully read and agree to the above provisions.


	Signature: 	 	          	Date: