EX-10.1






DANA HOLDING CORPORATION




EXECUTIVE SEVERANCE PLAN




 









 





DANA
HOLDING CORPORATION


EXECUTIVE SEVERANCE PLAN




INTRODUCTION



Dana Holding Corporation, a Delaware corporation (the “Company”) has adopted this Executive
Severance Plan (the “Plan”), effective as of June 18, 2008 for the benefit of certain designated
employees.



Designated Employees (each a “Designated Employee”) are defined as those salaried employees of the
Company or any subsidiary or division of the Company who are: (i) Salary Grade 18 or above, based
on the compensation structure in place on the Effective Date; and (2) identified on a list, which
may be amended from time to time prior to an event constituting a Change in Control (subject to the
provisions of Article III), maintained by the Chief Administrative Officer.



The Plan provides regular severance benefits to Designated Employees whose employment is terminated
prior to a Change in Control (as defined in Section 1.7) for any reason other than “Cause” (as
defined in Section 1.5), death, disability or voluntary resignation. Regular severance benefits
are covered in Section 3.3 of this Plan.



The Plan also provides severance pay benefits to Designated Employees (a) who are active employees
of Dana Corporation or one of its subsidiaries or divisions on the date immediately preceding the
date on which a Change in Control occurs and (b) whose employment is terminated in a Qualifying
Termination (as defined in Section 1.17).



The Company considers it to be in the best interests of its stockholders to take reasonable steps
to retain its key management personnel. Further, the Board of Directors of the Company (the
“Board”) recognizes that the uncertainty and questions that arise after a change in the executive
leadership of the Company could result in the departure or distraction of management personnel to
the detriment of the Company and its stockholders.



The Board has determined, therefore, that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of key management team to their assigned duties
without distraction.




 









 








ARTICLE I

DEFINITIONS




     As used herein the following words and phrases shall have the following respective meanings
unless the context clearly indicates otherwise.



     1.1 “Accounting Firm” shall mean PricewaterhouseCoopers or, if such firm is unable or
unwilling to perform the calculations required under this Plan, such other national accounting firm
as shall be designated by agreement between the Designed Employee and the Company.



     1.2 “Affiliate” shall mean a corporation or other entity which is not a subsidiary of the
Company and which directly, or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Company. For the purpose of this definition,
the terms “control”, “controls” and “controlled” mean the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a corporation or other
entity, whether through the ownership of voting securities, by contract, or otherwise.



     1.3 “Beneficial Owner” or “Beneficially Owned” shall have the meaning set forth in Rule 13d-3
under the Exchange Act.



     1.4 “Board” shall mean the board of directors of the Company.



     1.5 “Cause” shall mean a Designated Employee’s (i) willful and continued failure to perform
substantially the duties owed to the Company or its affiliates (other than a failure resulting from
the Designated Employee’s incapacity due to physical or mental illness) after a written demand for
substantial performance is delivered specifically identifying the nature of such unacceptable
performance; (ii) conviction of, or plea of guilty, or nolo contendere, to the charge of having
committed a felony or any other criminal charge involving fraud, moral turpitude, embezzlement or
theft (whether or not such conviction is later reversed for any reason); (iii) material violation
of the Company’s standards of business conduct or other Company policies applicable to Company
employees that warrants termination; (iv) abuse of alcohol or either prescription or illegal drugs
substantially affecting work performance; (v) conduct that constitutes gross misconduct in the
performance of his employment duties, including, but not limited to any act of dishonesty or
knowing or willful breach of fiduciary duty that is intended to result in personal enrichment or
gain at the expense of the Company or any of its affiliates or subsidiaries; or (vi) deliberate,
willful or intentional act that causes substantial harm, loss or injury to the Company or any
Affiliate.



The Committee, as hereinafter defined, shall make the determination as to whether the termination
is for Cause and such determination shall be binding, final and conclusive on all concerned.



     1.6 “Centerbridge” means Centerbridge Capital Partners, L.P., a Delaware limited partnership,
and its affiliated investment funds.



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     1.7 “Change in Control” except as may be otherwise prescribed by the Committee in an Evidence
of Award, shall mean the first to occur of any of the following events:




     (a) any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) (a “Person”) other than as a result of Centerbridge’s
conversion of preferred to common becomes the beneficial owner (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of the combined
voting power of the then-outstanding Voting Stock of the Company; except, that:




	 	i.	 	for purposes of this Section 1.7(a), the following
acquisitions shall not constitute a Change in Control: (1) any acquisition
of Voting Stock of the Company directly from the Company that is approved by
a majority of the Incumbent Directors, (2) any acquisition of Voting Stock of
the Company by the Company or any Affiliate, (3) any acquisition of Voting
Stock of the Company by the trustee or other fiduciary holding securities
under any employee benefit plan (or related trust) sponsored or maintained by
the Company or any Affiliate, and (4) any acquisition of Voting Stock of the
Company by any Person pursuant to a transaction described in clauses (i),
(ii) and (iii) of Section 1.7(a);
	 
	 	ii.	 	if any Person becomes the beneficial owner of thirty
percent (30%) or more of combined voting power of the then-outstanding Voting
Stock of the Company as a result of a transaction or series of transactions
described in clause (1) of Section 1.7(a)(i) above and such Person thereafter
becomes the beneficial owner of any additional shares of Voting Stock of the
Company representing one percent (1%) or more of the then-outstanding Voting
Stock of the Company, other than as a result of (x) a transaction described
in clause (1) of Section 1.7(a)(i) above, or (y) a stock dividend, stock
split or similar transaction effected by the Company in which all holders of
Voting Stock are treated equally, then such subsequent acquisition shall be
treated as a Change in Control;
	 
	 	iii.	 	a Change in Control will not be deemed to have occurred if
a Person other than as a result of Centerbridge’s conversion of preferred to
common becomes the beneficial owner of thirty percent (30%) or more of the
Voting Stock of the Company as a result of a reduction in the number of
shares of Voting Stock of the Company outstanding pursuant to a transaction
or series of transactions that is approved by a majority of the Incumbent
Directors unless and until such Person thereafter becomes the beneficial
owner of additional shares of Voting Stock of the Company representing one
percent (1%) or more of the then-outstanding Voting Stock of the Company,
other than as a result of a stock dividend, stock split or similar
transaction effected by the Company in which all holders of Voting Stock are
treated equally; and




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	 	iv.	 	if at least a majority of the Incumbent Directors determine
in good faith that a Person has acquired beneficial ownership of thirty
percent (30%) or more of the Voting Stock of the Company inadvertently, and
such Person divests as promptly as practicable, but no later than the date,
if any, set by the Incumbent Directors, a sufficient number of shares so that
such Person beneficially owns less than thirty percent (30%) of the Voting
Stock of the Company, then no Change in Control shall have occurred as a
result of such Person’s acquisition; or






     (b) the consummation of a reorganization, merger or consolidation of the Company with,
or the acquisition of the stock or assets of the Company by, another Person, or similar
transaction (each, a “Business Transaction”), unless, in each case, immediately following
such Business Transaction (A) the Voting Stock of the Company outstanding immediately prior
to such Business Transaction continues to represent, directly or indirectly, (either by
remaining outstanding or by being converted into Voting Stock of the surviving entity or any
parent thereof), more than fifty percent (50%) of the combined voting power of the then
outstanding shares of Voting Stock or comparable equity interests of the entity resulting
from such Business Transaction (including, without limitation, an entity which as a result
of such transaction owns the Company or all or substantially all of the Company’s assets
either directly or through one or more subsidiaries), (B) no Person (other than the Company,
such entity resulting from such Business Transaction, or any employee benefit plan (or
related trust) sponsored or maintained by the Company or any Affiliate or such entity
resulting from such Business Transaction) beneficially owns, directly or indirectly, thirty
percent (30%) or more of the combined voting power of the then outstanding shares of Voting
Stock of the entity resulting from such Business Transaction, and (C) at least a majority of
the members of the board of directors of the entity resulting from such Business Transaction
were Incumbent Directors at the time of the execution of the initial agreement or of the
action of the Board providing for such Business Transaction; or




     (c) during any consecutive 18-month period, more than fifty percent (50%) of the Board
ceases to be comprised of Incumbent Directors; or




     (d) consummation of a transaction that implements in whole or in part a resolution of
the stockholders of the Company authorizing a sale of all or substantially all of Company’s
assets or a complete liquidation or dissolution of the Company, except pursuant to a
Business Transaction that complies with clauses (A), (B) and (C) of Section 1.7(b); or




     (e) any event the Board of Directors determines, in its sole discretion, will
constitute a “Change in Control” for purposes of the Plan.


Notwithstanding the foregoing (other than Section 1.7(e)), any disposition of all or substantially
all of the assets of the Company pursuant to a spinoff, split-up or similar transaction (a
“Spinoff”) shall not be treated as a Change in Control if, immediately following the Spinoff,
holders of the Prior Voting Securities immediately prior to the Spinoff continue to beneficially
own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the


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then outstanding securities of both entities resulting from such transaction, in substantially the
same proportions as their ownership, immediately prior to such transaction, of the Prior Voting
Securities; provided, that if another Business Combination involving the Company occurs in
connection with or following a Spinoff, such Business Combination shall be analyzed separately for
purposes of determining whether a Change in Control has occurred.




     1.8 “Change in Control Date” shall mean the date on which the Change in Control occurs.
Notwithstanding the first sentence of this definition, if a Designated Employee’s employment with
the Company terminates prior to the Change in Control Date and it is reasonably demonstrated that
such termination (a) was at the request of the third party who has taken steps reasonably
calculated to effect the Change in Control or (b) otherwise arose in connection with or in
anticipation of the Change in Control, then “Change in Control Date” shall mean the date
immediately prior to the date of such Designated Employee’s termination of employment.



     1.9 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time,
including any rules and regulations promulgated thereunder, along with Treasury and IRS
interpretations thereof. Reference to any section or subsection of the Code includes reference to
any comparable or succeeding provisions of any legislation that amends, supplements or replaces
such section or subsection.



     1.10 “Company” shall mean Dana Holding Corporation, a Delaware Corporation, and its
successors.



     1.11 “Disability” shall mean the absence of a Designated Employee from the Designated
Employee’s duties with the Company on a full-time basis for one hundred eighty (180) consecutive
business days as a result of incapacity due to mental or physical illness which is determined to be
total and permanent by a physician selected by the Company or its insurers and reasonably
acceptable to the Designated Employee or the Designated Employee’s legal representative.



     1.12 “Effective Date” shall mean June 18, 2008.



     1.13 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.



     1.14 “Good Reason” shall mean a Designed Employee’s resignation of employment without the
express written consent of the Designated Employee during the Term as a result of any one of the
following:




	 	(a)	 	a meaningful and detrimental alteration in such Designated
Employee’s position, titles, or the nature or status of responsibilities
(including reporting responsibilities) from those in effect immediately prior
to the Change in Control Date provided, however, that this Section 1.14 shall
not apply to Tier 3 Employees and, notwithstanding the foregoing, in no event
shall a termination of employment pursuant to this Section 1.14 be considered
to be for “Good Reason” if, (x) such assignment, action or change results




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	 	 	 	from the Designated Employee’s termination of employment for Cause, or from
the Designated Employee’s Disability or death or (y) at the time of the
termination, the Designated Employee shall have had a position with a title,
level of duties and responsibilities substantially similar to the Designated
Employee’s title, duties and responsibilities immediately prior to the
Change in Control (disregarding any changes as a result of the Company no
longer being publicly traded or becoming a subsidiary, and any changes to
conform titles to those of equivalent positions in an affiliate of the
Company);
	 
	 	(b)	 	a reduction by the Company in such Designed Employee’s Annual
Base Salary as in effect immediately prior to the Change in Control Date or as
the same may be increased from time to time thereafter; a failure by the
Company to increase such Designated Employee’s salary at a rate commensurate
with that of other similarly situated key executives of the Company; or a
reduction in the target incentive opportunity percentage used to determine such
Designated Employee’s Target Bonus below the percentage in effect immediately
prior to the Change in Control Date;
	 
	 	(c)	 	the failure by the Company to continue to provide such
Designated Employee with benefits at least as favorable in the aggregate to
those enjoyed by such Designated Employee under the Company’s retirement,
savings, life insurance, medical, health and accident, disability, and fringe
benefit plans and programs in which such Designated Employee participated in
immediately prior to the Change in Control Date; or the failure by the Company
to provide such Designated Employee with the number of paid vacation days to
which he or she was entitled on the basis of years of service with the Company
in accordance with the Company’s normal vacation policy in effect immediately
prior to the Change in Control;
	 
	 	(d)	 	the failure by the Company to pay or provide to such Designated
Employee with any material item of compensation or benefits promptly when due;
	 
	 	(e)	 	the failure of the Company to obtain an express written
agreement from any successor to assume and agree to perform the obligations of
this Plan, as contemplated in this Section 1.14 hereof or, if the business for
which such Designated Employee’s services are principally performed is sold at
any time after a Change in Control, the failure of the Company to obtain such
an agreement from the purchaser of such business;
	 
	 	(f)	 	if the employee has a separate severance agreement, then the
occurrence of any event that constitutes good reason under such agreement; and




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	 	(g)	 	any other action or inaction that constitutes a material breach
by the Company of the Plan or of an employment agreement between the Company
and the Designated Employee.




provided, however, that an event described above in clause (a), (b), (c), (d), or (f),
shall not constitute Good Reason unless it is communicated by such Designated Employee to the
Company in writing and is not corrected by the Company in a manner which is reasonably satisfactory
to such Designated Employee (including full retroactive correction with respect to any monetary
matter) within ten (10) days of the Company’s receipt of such written notice.
The Designated Employee’s mental or physical incapacity following the occurrence of an event
described above in clauses (a) through (g) shall not affect the Designated Employee’s ability to
resign employment for Good Reason. The Designated Employee shall not be deemed to have waived a
claim of Good Reason as a result of the passage of no more than one hundred eighty (180) days
between the Designated Employee’s knowledge of the occurrence of the event which would constitute
Good Reason and the assertion of such claim.



Notwithstanding the foregoing or anything to the contrary contained herein, any event described in
clauses (a) through (g) above that occurs prior to a Change in Control (“Potential Good Reason
Event”) and the Designated Employee reasonably demonstrates that such event was at the request of a
third party who had indicated an intention or taken steps reasonably calculated to effect a Change
in Control and who effectuates a Change in Control within six (6) months following such Potential
Good Reason Event, shall be deemed for purposes of this Plan to constitute Good Reason event
occurring on the date of the Change in Control. If such Covered Employee terminated his employment
prior to the Change in Control due to such event, but would have been a Designated Employee had his
employment continued until the Change in Control, such former employee shall be deemed a Designated
Employee who has a Qualifying Termination on the date of the Change in Control and the Designated
Employee’s Annual Base Salary and Target Bonus shall be determined as in effect immediately prior
to the Potential Good Reason Event.




     1.15 “Incumbent Directors” means the individuals who, as of the Effective Date, are Directors
of the Company, and any individual becoming a Director after the Effective Date whose election,
nomination for election by the Company’s stockholders, or appointment, was approved by a vote of at
least two-thirds (2/3rd) of the then Incumbent Directors (either by a specific vote or
by approval of the proxy statement of the Company in which such person is named as a nominee for
director, without objection to such nomination); provided, however, that an individual shall not be
an Incumbent Director if the individual’s election or appointment to the Board occurs as a result
of an actual or threatened election contest (as described in Rule 14a-12(c) of the Exchange Act)
with respect to the election or removal of Directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board.



     1.16 “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified
and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the
Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (iv) a corporation owned,
directly



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or indirectly, by the stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company.



     1.17 “Qualifying Termination” shall mean: (i) a Designated Employee’s involuntary termination
of employment with the Company during the Term other than a termination by reason of death,
Disability or for Cause or (ii) a Designated Employee’s resignation of employment with the Company
during the Term for Good Reason.



     1.18 “Term” shall mean the period of time representing a Designated Employee’s employment that
commences on the Change in Control Date and shall continue until a date that is: (a) 36 months
after the Change in Control Date in the case of the Tier 1 Employee of the Company; and (b) 24
months for all other participants under the Plan.



     1.19 “Tier 1 Employee” shall mean the Chief Executive Officer of the Company.



     1.20 “Tier 2 Employee” shall mean each Designated Employee of the Company who is identified by
the Company as a Tier 2 employee.



     1.21 “Tier 3 Employee” shall mean each Designated Employee of the Company who is identified by
the Company as a Tier 3 employee.



     1.22 “Voting Stock” shall mean securities entitled to vote generally in the election of
members of the Board.



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ARTICLE II

EMPLOYMENT DURING THE TERM



During the Term, the following terms and conditions shall apply to a Designated Employee’s
employment with the Company:




     2.1 Titles; Reporting and Duties. A Designated Employee’s position, title, nature and
status of responsibilities and reporting obligations shall be no less favorable than those that
such Designated Employee enjoyed immediately prior to the Change in Control Date.



     2.2 Annual Base Salary. A Designated Employee’s Annual Base Salary will be reviewed
and increased in a manner commensurate with similarly situated employees.



     2.3 Incentive Compensation. A Designated Employee shall be eligible to participate in
each long-term incentive plan or arrangement established by the Company for its employees at such
Designated Employee’s level of seniority in accordance with the terms and provisions of such plan
or arrangement and at a level consistent with the Company’s practices applicable to each Designated
Employee prior to the Change in Control Date.



     2.4 Benefits. A Designated Employee shall be eligible to participate in all
retirement, welfare and fringe benefit plans and arrangements that the Company provides to its
employees in accordance with the terms of such plans and arrangements, which shall be no less
favorable to such Designated Employee, in the aggregate, than the terms and provisions available to
other similarly situated employees of the Company.



     2.5 Location. A Designated Employee shall continue to be employed at a business
location in the metropolitan area in which such Designated Employee was employed prior to the
Change in Control Date and the amount of time that such Designated Employee is required to travel
for business purposes will not be increased in any significant respect from the amount of business
travel required of such Designated Employee prior to the Change in Control Date.



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ARTICLE III

SEVERANCE PAY FOR DESIGNATED EMPLOYEES



In the event of a Designated Employee’s Qualifying Termination, the terminated Designated Employee
shall be entitled to the following:




     3.1 Payment of Wages and Accrued Vacation. The Company shall pay to such terminated
Designated Employee within five (5) days of the date of such Qualifying Termination the full amount
of any earned but unpaid Annual Base Salary through the Date of Termination at the rate in effect
at the time of the Notice of Termination, plus a cash payment (calculated on the basis of such
Designated Employee’s Reference Salary) for all unused vacation time which such Designated Employee
may have accrued as of the Date of Termination.



     3.2 Payment of Cash Severance. Provided the Designated Employee’s Release and Covenant
has been timely executed in the manner provided in Article X and the period of revocation has
expired, the terminated Designated Employee will receive the following cash benefits:




     (a) Annual Incentive Award. The Company shall pay to such terminated
Designated Employee a pro rata portion of the Designated Employee’s award under the Annual
Incentive Plan (or any successor plan) for the year in which such Qualifying Termination
occurs, equal to the product of (x) the Designated Employee’s Target Bonus and (y) a
fraction, the numerator of which is the number of days in the current fiscal year through
the date of the Designated Employee’s Qualifying Termination, and the denominator of which
is three hundred sixty five (365), calculated based on actual performance results as of the
date of the Change in Control, plus the full amount of any bonus that the Designated
Employee earned for the year prior to the year in which the Qualifying Termination occurs
based on actual Company and individual performance, to the extent such bonus has not been
paid prior to the Date of Termination. Except as otherwise provided in Sections 3.2(f)
through (i) and 4.5 below, these cash payments will be made in a lump sum on the day
following the Release Effective Date.




     (b) Separation Payment. In addition, the Company shall pay to such terminated
Designated Employee an amount equal to the Separation Payment as set forth in the table
below based on the greater of the annual base salary of the Designated Employee in effect as
of (i) the date that the Change in Control occurs or (ii) the date of the Designated
Employee’s Qualifying Termination (the “Annual Base Salary”) and, if applicable, the target
annual bonus in effect for such Designated Employee under the Company’s Annual Incentive
Plan (or any successor plan) or such other Company annual bonus plan (the “Company Bonus
Plan”) in which such Designated Employee participates as of the date of the Designated
Employee’s Qualifying Termination or, if more beneficial to the Designated Employee, on the
date of the Change in Control (the “Target Bonus”), as indicated on the following table,
based on a Designated Employee’s “Designated Employee Category:”



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	Designated Employee Category	 	Severance Formula (Severance Period)
	Tier 1 Employee

	 	The sum of the Annual Base Salary and the
Target Bonus multiplied by 3.
	 
	 	 
	Tier 2 Employees

	 	The sum of the Annual Base Salary and the
Target Bonus multiplied by 2.
	 
	 	 
	Tier 3 Employees

	 	The sum of the Annual Base Salary and the
Target Bonus







     (c) Vesting and Exercise of Equity Awards. Provided the Designated Employee’s
Release and Covenant as set forth in the Exhibit has been timely executed and the period of
revocation has expired, notwithstanding anything to the contrary contained in an applicable
equity award agreement, all equity awards held by a terminated Designated Employee shall
vest in full and, as applicable, shall become fully exercisable, as of the Date of
Termination, except as otherwise provided in Sections 3.2(f) through (i) and 4.5 below.
Notwithstanding anything in this Plan to the contrary, in no event shall the vesting and
exercisability provisions applicable to a terminated Designated Employee under the terms of
an Equity Award be less favorable to such Designated Employee than the terms and provisions
of such awards in effect on the Change in Control Date.




     (d) Vesting of Performance Awards. Subject to execution of the Release and
Covenant set forth in Exhibit A and the expiration of the revocation period of such Release
and notwithstanding anything to the contrary contained in an applicable Performance Award
agreement, and except as otherwise provided in Sections 3.2(f) through (i) and 4.5 below,
with respect to performance awards, the actual award credited to the terminated Designated
Employee under the Company’s long-term incentive plan shall vest in full as of the Date of
Termination. Notwithstanding anything in this Plan to the contrary, in no event shall the
vesting and exercisability provisions applicable to a terminated Designated Employee under
the terms of a Performance Awards agreement be less favorable to such Designated Employee
than the terms and provisions of such awards in effect on the Change in Control Date.




     (e) Other Benefit Plans. Provided the Designated Employee’s Release and
Covenant as set forth in Exhibit A attached hereto has been timely executed and the period
of revocation has expired, a terminated Designated Employee’s participation and rights in
the benefit plans listed below will continue (at a level consistent with that provided to
active employees) in this Section 3.2(e), subject to the payment of any required employee
contributions consistent with those required of active employees of the Company and its
Affiliates, during the period that begins immediately following the date of the Designated
Employee’s Qualifying Termination (the “Termination Date”) and ends



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on the date that is a number of months after the Termination Date equal to the number
of months of salary continuation to which such Designated Employee is entitled pursuant to
the provisions of Section 3.2(b); provided, however, that in each case the
coverage of a specific benefit will end when similar coverage is available to the Designated
Employee through other employment: 




     i            Medical Insurance Plans.




     ii            Prescription Drug Plan.




     iii            Dental Insurance Plan.




     iv            Basic Life Insurance coverage in the amount in effect at the time of
separation rounded to nearest $1,000 multiple.




     v            Employee Assistance Program.




     In addition, the Company shall, in the discretion of the Committee, as defined below,
(i) reimburse the Designated Employee for or (ii) pay directly to a third-party service
provider selected by the Committee, the Designated Employee’s reasonable costs of
outplacement services, subject to the maximum amount set forth in the table below:



	 	 	 	 	 
	Designated Employee Category	 	Maximum Benefit
	 
	Tier 1 Employee
	 	$	50,000	 
	Tier 2 Employees
	 	$	25,000	 
	Tier 3 Employees
	 	$	15,000	 






     To the extent applicable, the Designated Employee will be entitled to receive COBRA
continuation health coverage benefits after the conclusion of the health plan coverage set forth
above.




     (f) Certain Additional Payments by the Company. Subject to the provisions of
Section 3.2(h) below, all determinations required to be made under Sections 3.2(f), (g) and
(h), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up
Payment and the assumptions to be utilized in arriving at such determination, shall be made
by the Accounting Firm. Anything in this Plan to the contrary notwithstanding and except as
set forth below, in the event it shall be determined that any Payment by the Company to or
for the benefit of the Tier 1 or a Tier 2 Employee, i.e., (the “Gross-Up Employees”), would
be subject to the Excise Tax, then the Gross-Up Employee shall be entitled to receive an
additional payment (the “Gross-Up Payment”) in an amount such that, after payment by the
Gross-Up Employee of all taxes (and any interest or penalties imposed with respect to such
taxes), including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Gross-Up
Employee retains an amount of the



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Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the
foregoing provisions of this Section 3.2(f), if it shall be determined that the Gross-Up
Employee is entitled to the Gross-Up Payment, but that the Parachute Value of all Payments
does not exceed one hundred twenty percent (120%) of the Safe Harbor Amount, then no
Gross-Up Payment shall be made to the Gross-Up Employee and the amounts payable under this
Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate,
equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if
applicable, shall be made by first reducing the payments under Section 3.2(b), unless an
alternative method of reduction is elected by the Gross-Up Employee, and in any event shall
be made in such a manner as to maximize the Value of all Payments actually made to the
Executive. For purposes of reducing the Payments to the Safe Harbor Amount, only amounts
payable under this Plan (and no other Payments) shall be reduced. If the reduction of the
amount payable under this Plan would not result in a reduction of the Parachute Value of all
Payments to the Safe Harbor Amount, no amounts payable under the Plan shall be reduced
pursuant to this Section 3.2(f). The Company’s obligation to make Gross-Up Payments under
this Section 3.2(f) shall not be conditioned upon the Gross-Up Employee’s termination of
employment.




     (g) Gross-Up Calculations. The Accounting Firm shall provide detailed
supporting calculations both to the Company and the Gross-Up Employee within 15 business
days of the receipt of notice from the Gross-Up Employee that there has been a Payment or
such earlier time as is requested by the Company. In the event that the Accounting Firm is
serving as accountant or auditor for the individual, entity or group effecting the Change in
Control or the appointment of the Accounting Firm is not permitted by law, the Company shall
appoint another nationally recognized accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting Firm
hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the
Company. Any Gross-Up Payment, as determined pursuant to Sections 3.2(f), (g) and (h),
shall be paid by the Company to the Gross-Up Employee within five (5) days of the receipt of
the Accounting Firm’s determination. Any determination by the Accounting Firm shall be
binding upon the Company and the Gross-Up Employee. As a result of the uncertainty in the
application of Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”),
at the time of the initial determination by the Accounting Firm hereunder, it is possible
that Gross-Up Payments that will not have been made by the Company should have been made
(the “Underpayment”), consistent with the calculations required to be made hereunder. In
the event the Company exhausts its remedies pursuant to Section 3.2(h) and the Gross-Up
Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred and any such Underpayment
shall be promptly paid by the Company to or for the benefit of the Gross-Up Employee.




     (h) The Gross-Up Employee shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the Company of
the Gross-Up Payment. Such notification shall be given as soon as practicable but no later
than ten (10) business days after the Gross-Up Employee knows of such claim. The Gross-Up
Employee shall apprise the Company of the nature of such claim



13









 







and the date on which such claim is requested to be paid. The Gross-Up Employee shall
not pay such claim prior to the expiration of the thirty (30) day period following the date
on which it gives such notice to the Company (or such shorter period ending on the date that
any payment of taxes with respect to such claim is due). If the Company notifies the
Gross-Up Employee in writing prior to the expiration of such period that it desires to
contest such claim, the Gross-Up Employee shall:




	 	i.	 	give the Company any information reasonably
requested by the Company relating to such claim,
	 
	 	ii.	 	take such action in connection with contesting
such claim as the Company shall reasonably request in writing from time
to time including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the
Company,
	 
	 	iii.	 	cooperate with the Company in good faith in
order effectively to contest such claim, and
	 
	 	iv.	 	permit the Company to participate in any
proceedings relating to such claim;






provided, however, that the Company shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold the Gross-Up Employee harmless, on an after-tax basis,
for any Excise Tax or income tax, including interest and penalties with respect thereto,
imposed as a result of such representation and payment of costs and expenses. Without
limitation on the foregoing provisions of this Section 3.2(h), the Company shall control all
proceedings taken in connection with such contest, and, at its sole discretion, may pursue
or forgo any and all administrative appeals, proceedings, hearings and conferences with the
applicable taxing authority in respect of such claim and may, at its sole discretion, either
pay the tax claimed to the appropriate taxing authority on behalf of the Gross-Up Employee
and direct the Gross-Up Employee to sue for a refund or contest the claim in any permissible
manner, and the Gross-Up Employee agrees to prosecute such contest to a determination before
any administrative tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that, if the
Company pays such claim and directs the Gross-Up Employee to sue for a refund, the Company
shall indemnify and hold the Gross-Up Employee harmless, on an after-tax basis, from any
Excise Tax or income tax (including interest or penalties) imposed with respect to such
payment or with respect to any imputed income in connection with such payment; and
provided, further, that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Gross-Up Employee with respect to which such
contested amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Company’s control of the contest shall be limited to issues with respect to
which the Gross-Up Payment would be payable hereunder, and the
Gross-Up Em-



14









 







ployee shall be entitled to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.




     (iv) If, after the receipt by the Gross-Up Employee of a Gross-Up Payment or payment by
the Company of an amount on the Gross-Up Employee’s behalf pursuant to Section 3.2(h), the
Gross-Up Employee becomes entitled to receive any refund with respect to the Excise Tax to
which such Gross-Up Payment relates or with respect to such claim, the Gross-Up Employee
shall (subject to the Company’s complying with the requirements of Section 3.2(h), if
applicable) promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If, after payment by the
Company of an amount on the Gross-Up Employee’s behalf pursuant to Section 3.2(h), a
determination is made that the Gross-Up Employee shall not be entitled to any refund with
respect to such claim and the Company does not notify the Gross-Up Employee in writing of
its intent to contest such denial of refund prior to the expiration of thirty (30) days
after such determination, then the amount of such payment shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.




     (v) Notwithstanding any other provision of this Section 3.2, the Company may, in its
sole discretion, withhold and pay over to the Internal Revenue Service or any other
applicable taxing authority, for the benefit of the Gross-Up Employee, all or any portion of
any Gross-Up Payment, and the Gross-Up Employee hereby consents to such withholding.




     (i) Reduction of Certain Payments.




     (i) With respect to payments to or for the benefit of a Tier 3 Employee, anything in
this Plan to the contrary notwithstanding, in the event the Accounting Firm shall determine
that receipt of all Payments would subject the Tier 3 Employee to Excise Tax, the Accounting
Firm shall determine whether to reduce the Plan Payments to the Reduced Amount. The Plan
Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that
the Tier 3 Employee would have a greater Net After Tax Receipt of aggregate Payments if the
Designated Employee’s Plan Payments were reduced to the Reduced Amount. If such a
determination is not made, the Tier 3 Employee shall receive all Plan Payments to which he
or she is entitled under this Plan.




     (ii) If the Accounting Firm determines that aggregate Plan Payments should be reduced
to the Reduced Amount, the Company shall promptly give the Tier 3 Employee notice to that
effect and a copy of the detailed calculation thereof, and the Tier 3 Employee may then
elect, in his or her sole discretion, which and how much of the Plan Payments shall be
eliminated or reduced (as long as after such election the Present Value of the aggregate
Plan Payments equals the Reduced Amount), and shall advise the Company in writing of his or
her election within ten (10) days of his or her receipt of notice. If no such election is
made by the Tier 3 Employee within such ten (10) day period, the Company may elect which of
such Plan Payments shall be eliminated or reduced (as long as after such election the
Present Value of the aggregate Plan Payments equals the Reduced Amount) and shall notify the
Tier 3 Employee promptly of such election. All de-



15









 







terminations made by the Accounting Firm under this Section 3.2(i) and shall be binding
upon the Company and the Tier 3 Employee and shall be made within sixty (60) days of a
termination of employment of the Designated Employee. As promptly as practicable following
such determination, the Company shall pay to or distribute for the benefit of the Tier 3
Employee such Plan Payments as are then due to the Tier 3 Employee under this Plan and shall
promptly pay to or distribute for the benefit of the Tier 3 Employee in the future such Plan
Payments as become due to the Tier Employee under this Plan.




     (j) Definitions. The following terms shall have the following meanings for
purposes of Sections 3.2(f), (g) and (h):




	 	i.	 	“Excise Tax” shall mean the excise tax
imposed by Section 4999 of the Code, together with any interest or
penalties imposed with respect to such excise tax;
	 
	 	ii.	 	“Net After-Tax Receipt” shall mean the
Present Value of a Payment net of all taxes imposed on the Designated
Employee with respect thereto under Sections 1 and 4999 of the Code
and under applicable state and local laws, determined by applying the
highest marginal rate under Section 1 of the Code and under state and
local laws which applied to the Designated Employee’s taxable income
for the immediately preceding taxable year, or such other rate(s) as
the Designated Employee shall certify, in the Designated Employee’s
sole discretion, as likely to apply to the Designated Employee in the
relevant tax year(s);
	 
	 	iii.	 	“Parachute Value” of a Payment shall mean the
present value as of the date of the Change in Control for purposes of
Section 280G of the Code of the portion of such Payment that
constitutes a “parachute payment” under Section 280G(b)(2), as
determined by the Accounting Firm for purposes of determining whether
and to what extent the Excise Tax will apply to such Payment;
	 
	 	iv.	 	A “Payment” shall mean any payment or
distribution in the nature of compensation (within the meaning of
Section 280G(b)(2) of the Code) to or for the benefit of the
Designated Employee, whether paid or payable pursuant to this Plan or
otherwise;
	 
	 	v.	 	“Plan Payment” shall mean a Payment paid or
payable pursuant to this Plan (disregarding this Section);
	 
	 	vi.	 	“Present Value” shall mean such value
determined in accordance with Sections 280G(b)(2)(A)(ii) and
280G(d)(4) of Code;
	 
	 	vii.	 	“Reduced Amount” shall mean the greatest
amount of Plan Payments which can be paid pursuant to Section 2(e)(i)
above that would not result in the imposition of Excise Tax if the
Accounting Firm determines to reduce Plan Payments pursuant to such
Section;




16









 






	 	viii.	 	The “Safe Harbor Amount” means 2.99 times
the Executive’s “base amount,” within the meaning of Section
280G(b)(3) of the Code;
	 
	 	ix.	 	“Value” of a Payment shall mean the economic
present value of a Payment as of the date of the Change in Control for
purposes of Section 280G of the Code, as determined by the Accounting
Firm using the discount rate required by Section 280G(d)(4) of the
Code.





     3.4 Regular Severance Pay. In the event a Designated Employee is involuntarily
terminated by the Company or one of its subsidiaries without Cause and such termination occurs
prior to a Change in Control Date, the Company shall pay to such terminated Designated Employee an
amount equal to the Regular Severance Pay as set forth in the table below based on the Designated
Employee’s category and his or her annual base salary in effect on the date the Designated Employee
terminates employment:



	 	 	 
	Designated Employee Category	 	Regular Severance Pay
	Chief Executive Officer

	 	24 months
	All other Designated Employees

	 	12 months





Notwithstanding any
 provision in Section 3.2(e), a Designated Employee who qualifies for the
Regular Severance Pay benefit under Section 3.3 of this Plan shall for a period of twelve (12)
months (24 months for the CEO) beginning on the Designated Employee’s employment termination date continue to participate
in the benefit programs enumerated in Section 3.2(e) of this Plan. Any and all unvested and/or
unearned equity awards and performance awards will be immediately forfeited upon termination and no
longer in effect.




17









 








ARTICLE IV

LIMITATION ON PAYMENT OF BENEFITS.




     4.1 Non-Duplication of Benefits. Notwithstanding any other provision in the Plan to
the contrary, the benefits provided hereunder shall be in lieu of any other severance plan and/or
retention agreement benefits provided by the Company and the severance benefits and other benefits
provided under this Plan shall be reduced by any severance paid or provided to a Designated
Employee by the Company under any other plan or arrangement.



     4.2 Indebtedness of Designated Employee. If a Designated Employee is indebted to the
Company at his or her Date of Termination, the Company reserves the right to offset any benefits
under this Plan by the amount of such indebtedness.



     4.3 Withholding. Amounts paid to a Designated Employee hereunder shall be subject to
all applicable federal, state and local withholding taxes.



     4.4 Waiver of Any Other Company Retention/Severance Agreement. A terminated Designated
Employee may elect, in his or her sole discretion, to waive each and every prior retention and/or
severance agreement entered into between a Participating Company and such terminated Designated
Employee in order to participate and receive the severance benefits provided under this Plan. Such
waiver shall be in writing in such form as may reasonably be specified by the Committee and shall
be filed with the Company in accordance with such rules and procedures as may be reasonably
established by the Committee.



     4.5  Application of Section 409A. Notwithstanding any other provision of this Plan, to
the extent that (i) one or more of the payments or benefits received or to be received by a
Designated Employee pursuant to this Plan would constitute deferred compensation subject to the
requirements of Code Section 409A, and (ii) the Designated Employee is a “specified employee”
within the meaning of Code Section 409A, then such payment or benefit (or portion thereof) will be
delayed until the earliest date following the Designated Employee’s “separation from service” with
the Company within the meaning of Code Section 409A on which the Company can provide such payment
or benefit to the Designated Employee without the Designated Employee’s incurrence of any
additional tax or interest pursuant to Code Section 409A , with all remaining payments or benefits
due thereafter occurring in accordance with the original schedule. In addition, this Plan and the
payments and benefits to be provided hereunder are intended to comply in all respects with the
applicable provisions of Code Section 409A.



18









 





ARTICLE V

ADMINISTRATION, AMENDMENT AND TERMINATION; TERM




     5.1 Administration by the Committee. The Plan shall be administered by the Committee.



     5.2 Committee Members. The “Committee” shall be composed of those individuals at the
Company who hold the titles of Vice President and General Counsel, and Chief Administrative
Officer, or titles functionally equivalent thereto, and another employee of the Company as shall be
appointed by the Board (“Committee Members”). The designation of an individual as holding such
title or position shall constitute automatic appointment to the Committee and the resignation or
other termination of employment or change to a different position by a Committee member shall
constitute automatic resignation from the Committee.


Notwithstanding the foregoing, upon a Change in Control, a majority of the Committee Members
shall be comprised of persons who were members of the Committee prior to the Change in Control or
who are elected to serve as additional members as provided below. This shall be accomplished by
retaining a majority of those persons who were Committee Members prior to the Change in Control,
regardless of whether such members’ job titles have changed or they would otherwise be deemed to
have automatically resigned their membership on the Committee. In the event that a majority of the
members of the Committee prior to the Change in Control are unwilling or unable to continue to
serve as members of the Committee, the members of the Committee shall, by majority vote, elect
sufficient additional members who were employed by the Company a minimum of five (5) years prior to
the Change in Control (“Dana Members”), so that a majority of the Committee Members are either
Committee Members prior to the Change in Control or Dana Members.




     5.3 Compensation, Indemnification and Expenses. The Committee Members shall not
receive compensation for their services on the Committee. The Company shall indemnify and hold
harmless each member of the Committee against any and all expenses and liabilities arising out of
his administrative functions or fiduciary responsibilities, including any expenses and liabilities
that are caused by or result from an act or omission constituting the negligence of such member in
the performance of such functions or responsibilities, but excluding expenses and liabilities that
are caused by or result from such member’s own gross negligence or willful misconduct. Expenses
against which such member shall be indemnified hereunder shall include, without limitation, the
amounts of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred
in connection with a claim asserted or a proceeding brought or settlement thereof. To the extent
required by applicable law, but not otherwise, Committee members shall furnish bond or security for
the performance of their duties hereunder. Any expenses properly incurred by the Committee incident
to the administration, termination or protection of the Plan, including the cost of furnishing
bond, shall be paid by the Company.



     5.4 Committee Powers and Responsibilities. The Committee shall have all powers
necessary to enable it properly to carry out its duties with respect to the complete control of the



19









 







administration of the Plan. Not in limitation, but in amplification of the foregoing, the Committee
shall have the power and authority in its discretion to:


(a) Construe the Plan to determine all questions that shall arise as to interpretations of
the Plan’s provisions, including determination of which individuals are eligible for
severance benefits, the amount of severance benefits to which any employee may be entitled,
the determination of which type of Designated Employee any individual is (i.e., Tier 1
Employee, a Gross-Up Employee or a Tier 3 Employee) and all other matters pertaining to the
Plan;



(b) Adopt amendments to the Plan document which are deemed necessary or desirable bring
these documents into compliance with all applicable laws and regulations, including but not
limited to Code Section 409A and the guidance thereunder; and



(c) Establish procedures for determining who the Dana Members of the Committee shall be
after a Change in Control and/or for electing Dana Members of the Committee pursuant to
Article VI (b). For purposes of this Section 5.4(c), only those persons who were members of
the Committee prior to the Change in Control shall be authorized to vote.



(d) No member of the Committee may act or vote in a decision of the Committee specifically
relating to himself or herself as a Designated Employee in the Plan.




     5.5 Decisions of the Committee. Decisions of the Committee made in good faith upon any
matter within the scope of its authority shall be final, conclusive and binding upon all persons,
including Designated Employees and their legal representatives. Any discretion granted to the
Committee shall be exercised in accordance with such rules and policies as may be established by
the Committee from time to time.



     5.6 Plan Amendment. The Plan may be amended by the Committee as provided by Section
5.4(b) and may also be amended by resolution of the Board of Directors of the Company: (i) for the
purposes specified in Section 5.4(b), (ii) to increase the amount and/or type of severance benefits
provided by the Plan, and (iii) to extend the Plan termination date as provided in Section 5.7.
Except as otherwise provided in this Section 5.6, the Plan may not be amended prior to its
termination, or, in the event the Plan is extended as provided in this Section 5.6, the date on
which it would have terminated under Section 5.7 had it not been extended.



     5.7 Plan Termination. This Plan shall terminate automatically five (5) years from the
Effective Date unless extended by the Company or unless a Change in Control shall have occurred
prior thereto, in which case the Plan shall terminate following the later of the date which is at
least thirty-six (36) months after the Change in Control Date or the payment of all severance
benefits due under the Plan.



20









 





ARTICLE VI

CLAIMS FOR BENEFITS



Any person who believes he or she is entitled to benefits under this Plan may submit a claim for
benefits. The claim must be in writing and should state the claimant’s reasons for claiming these
benefits. The claims should be sent to the Executive Severance Plan Administrative Committee of
Dana Holding Company. If the claim is denied, in whole or in part, written notice of the denial
will be provided within ninety (90) days of initial receipt of the claim. Such notice will include
an explanation of the factors on which the denial is based and what, if any, additional information
is needed to support the claim. Further review of the claim may be obtained by filing a written
request for review. An individual whose claim for benefits is denied may file a request for review
with the Committee within sixty (60) days. After receiving a request for review, the Committee will
render a final decision within sixty (60) days, unless circumstances require an extension of an
additional sixty (60) days for the review. In this case, the Committee will notify the claimant in
writing of the need for an extension. The Committee’s decision will be in writing, setting forth
the specific reasons for the decision, as well as specific references to the Plan provisions upon
which the decision is based.




21









 








ARTICLE VII

LEGAL FEES AND EXPENSES



The Company shall pay all reasonable legal fees and disbursements (if any) which reflect common
practice with respect to the matters involved) incurred by or on behalf of any Designated Employee
in connection with claims or disputes under this Plan, if the Designated Employee is the prevailing
party on any material issue in any such dispute. The reimbursement shall be made as soon as
practicable following the resolution of such claim or dispute to the extent that the Company
receives reasonable written evidence of such fees and expenses. It is intended that each
installment of payments under this Article VII is a separate “payment” for purposes of Section
409A. For the avoidance of doubt, it is intended that the payments under this Article VII satisfy,
to the greatest extent possible, the exemptions from the application of Code Section 409A provided
under Treasury Regulation 1.409A-1(b)(11).




22









 








ARTICLE VIII

MISCELLANEOUS 




     8.1 No Contract of Employment. The adoption and maintenance of the Plan shall not be
deemed to be a contract of employment between the Company and any person or to be consideration for
the employment of any person. Nothing in this Plan shall be construed as giving any Designated
Employee any right to be retained in the employ of the Company or shall affect the terms and
conditions of a Designated Employee’s employment with the Company prior to the commencement of the
Term.



     8.2 ERISA Plan. This Plan is intended to be (a) an employee welfare plan as defined in
Section 3(1) of ERISA and (b) a “top-hat” plan maintained for the benefit of a select group of
management or highly compensated employees of the Company.



     8.3 Effect of Plan. Except with respect to Designated Employees who have individual
written employment, severance or Change in Control contracts or agreements with the Company on the
Effective Date (“Individual Agreements”), this Plan is intended to supersede provisions of prior
oral or written policies of the Employer to the extent that such provisions address severance
payments or benefits provided upon a Change in Control and all prior oral or written communications
to Designated Employees with respect to the subject matter hereof, and all such provisions of such
prior policies or communications are hereby null and void and of no further force and effect. The
terms of all Individual Agreements shall continue without change and are not superseded, modified,
voided or terminated by the Plan.



     8.4 Source of Payments. All payments provided under this Plan, other than payments
made pursuant to any other Company employee benefit plan which provides otherwise, shall be paid in
cash from the general funds of the, and no special or separate fund shall be established, and no
other segregation of assets made, to assure payment. To the extent that any person acquires a right
to receive payments from the Company hereunder, such right shall be no greater than the right of an
unsecured creditor of the Company.



     8.5 Date and Notice of Termination. Any termination of a Designated Employee’s
employment by the Company or by such Designated Employee during the Term shall be communicated by a
notice of termination to the other party hereto (the “Notice of Termination”). The Notice of
Termination shall indicate the specific termination provision in this Plan relied upon and shall
set forth in reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Designated Employee’s employment under the provision so indicated. The date of a
Designated Employee’s termination of employment with the Company shall be determined as follows:
(a) if employment is terminated by the Company in an Qualifying Termination, five (5) days after
the date the Notice of Termination is provided by the Company, (b) if employment is terminated by
the Company for Cause, the later of the date specified in the Notice of Termination or ten (10)
days following the date such notice is received by the Designated Employee, and (c) if the basis of
a Designated Employee’s Qualifying Termination is such the Designated Employee’s resignation for
Good Reason, the Date of



23









 







Termination shall be ten (10) days after the date such Designated Employee’s Notice of
Termination is received by the Company.



     8.6 No Mitigation or Retirement Plan Offset. A terminated Designated Employee shall
not be required to mitigate the amount of any payment provided for in this Plan by seeking other
employment or otherwise, nor shall the amount of any payment or benefit provided for in this Plan
be reduced (except as set forth in Sections 3.2(f) or 3.2(i) above) by any compensation earned by
such a terminated Designated Employee as the result of employment by another employer or by
retirement benefits paid by the Company or another employer after the Date of Termination or
otherwise.



     8.7 Notice. For the purpose of this Plan, notices and all other communications
provided for in this Plan shall be in writing and shall be deemed to have been duly given when
delivered or mailed by overnight courier or United States registered mail, return receipt
requested, postage prepaid, addressed to the Executive Severance Plan Administrative Committee,
Dana Holding Corporation, 4500 Dorr Road, Toledo, OH 43615, with a copy to the General Counsel of
the Company, or to a Designated Employee at the address set forth in the Company’s payroll records
or to such other address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon receipt.



     8.8 Nonalienation of Benefits. No benefit under the Plan may be assigned, transferred,
pledged as security for indebtedness or otherwise encumbered by any Designated Employee or subject
to any legal process for the payment of any claim against a Designated Employee.



     8.9 Validity. The invalidity or unenforceability of any provision of this Plan shall
not affect the validity or enforceability of any other provision of this Plan, which shall remain
in full force and effect.



     8.10 Headings. The headings contained in this Plan are intended solely for convenience
of reference and shall not affect the rights of the parties to this Plan.



     8.11 Resolution of Disputes; Choice of Forum. The parties agree that any dispute,
controversy or claim arising out of or relating to this Plan shall be resolved by final and binding
arbitration, enforceable under the Federal Arbitration Act, administered by the American
Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered
by the arbitrators may be entered in any court having jurisdiction thereof. All such disputes,
controversies or claims shall be determined by a panel of three arbitrators selected in accordance
with the rules of the American Arbitration Association and the arbitration shall be conducted in
the City of Toledo, State of Ohio. The provisions of Section 8.1 shall apply to disputes submitted
to arbitration, provided that the Company shall be responsible for all expenses of the arbitration
proceeding. This Section 8.11 shall, along with Section 8.1 survive the termination of this Plan
for any reason.



24









 





ARTICLE IX

SUCCESSORS; BINDING AGREEMENT




     9.1 Assumption by Successor. The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of the Company expressly to assume and to agree to perform the obligations under
this Plan in the same manner and to the same extent that the Company would be required to perform
it if no such succession had taken place; provided, however , that no such assumption shall relieve
the Company of its obligations hereunder. As used in this Section 9, the “Company” shall include
the Company as defined in Section 1.10 and any successor to its business and/or assets which
assumes and agrees to perform the obligations arising under this Plan by operation of law or
otherwise.



     9.2 Enforceability; Beneficiaries. This Plan shall be binding upon and inure to the
benefit of each Designated Employee (and such Designated Employee’s personal representatives and
heirs) and the Company and any organization which succeeds to substantially all of the business or
assets of the Company, whether by means of merger, consolidation, acquisition of all or
substantially all of the stock, assets or business of the Company or otherwise, including, without
limitation, as a result of a Change in Control or by operation of law. This Plan shall inure to the
benefit of and be enforceable by each Designated Employee’ personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and legatees. If a Designated
Employee should die while any amount would still be payable hereunder if such Designated Employee
had continued to live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Plan to such Designated Employee’s devisee, legatee or other
designee or, if there is no such designee, to such Designated Employee’s estate.



25









 





ARTICLE X

RELEASE OF CLAIMS




As a condition to the receipt of any severance benefits under the Plan, each Designated Employee
must execute and allow to become effective the Release and Covenant as set forth in Exhibit A
attached hereto with such execution occurring not prior to the Date of Termination and not later
than forty-five (45) days after the Designated Employee’s receipt thereof. The date on which such
Release and Covenant becomes effective is the “Release Effective Date”. No severance benefits
shall be paid to a Designated Employee under this Plan prior to the Release Effective Date.



Approved and Adopted by the
Board of Directors on June 18, 2008





26









 








EXHIBIT A




FORM OF RELEASE AND COVENANT AGREEMENT




     This Release and Covenant Agreement (“Agreement”) is entered into as of this           day of                     ,
hereinafter “Execution Date”, by and between [Employee Full Name] (hereinafter
“Employee”), and [Employer Full Name] and its successors and assigns (hereinafter, the “Company”).
The Employee and the Company are sometimes collectively referred to as the “Parties”. Capitalized
terms that are not defined herein shall have the meaning set forth in the Company’s Executive
Severance Plan (the “Plan”).




	1.	 	The Employee’s employment with the Company is terminated effective [Month, Day, Year]
(hereinafter “Termination Date”). The Company agrees to provide the Employee the severance
benefits provided for in the Plan after he/she executes this Agreement and this Agreement
becomes effective pursuant to its terms and does not revoke it as permitted in Section 5
below, the expiration of such revocation period being the “Effective Date”).
	 
	2.	 	Employee represents that he has not filed, and will not file, any complaints, lawsuits,
administrative complaints or charges relating to his employment with, or resignation from, the
Company provided, however, that nothing contained in this Section 2 shall
prohibit Employee from bringing a claim to challenge the validity of the ADEA Release in
Section 5 herein. In consideration of the benefits described in Section 1, for himself and
his heirs, administrators, representatives, executors, successors and assigns (collectively,
“Releasers”), Employee agrees to release the Company, its subsidiaries, affiliates, and their
respective parents, direct or indirect subsidiaries, divisions, affiliates and related
companies or entities, regardless of its or their form of business organization, any
predecessors, successors, joint ventures, and parents of any such entity, and any and all of
their respective past or present shareholders, partners, directors, officers, employees,
consultants, independent contractors, trustees, administrators, insurers, agents, attorneys,
representatives and fiduciaries, including without limitation all persons acting by, through,
under or in concert with any of them (collectively, the “Released Parties”), from any and all
claims, charges, complaints, causes of action or demands relating to his employment or
termination of employment that Employee and his Releasers now have or have ever had against
the Released Parties, whether known or unknown. This Release specifically excludes claims,
charges, complaints, causes of action or demand that (a) post-date the Termination Date, (b)
relate to unemployment compensation claims, (c) involve rights to benefits in which Employee
is vested as of the Termination Date under any employee benefit plans and arrangements of the
Company, (d) relate to claims for indemnification by Employee, or (e) involve obligations owed
to Employee by the Company under the Plan.
	 
	3.	 	The Company, on its own behalf and on behalf of the Released Parties, hereby releases
Employee from all claims, causes of actions, demands or liabilities which arose against the
Employee on or before the time it signs this Agreement, whether known or unknown. This
Paragraph, however, does not apply to or adversely affect any claims against Employee which
allege or involve obligations owed by him to the Company under this Agreement. The




 









 






	 	 	Company will indemnify Employee for reasonable attorneys’ fees, costs and damages which may
arise in connection with any proceeding by the Company or any Released Party which is
inconsistent with this Release by the Company and the Released Parties.
	 
	4.	 	By virtue of the Employee’s employment with the Company, (i) the Employee was given access
to, and helped analyze, formulate or otherwise use, Confidential Information, (ii) the
Employer has devoted substantial time, money, and effort to develop Confidential Information
and maintain the proprietary and confidential nature thereof, and (iii) Confidential
Information is proprietary and confidential and, if any Confidential Information were
disclosed or became known by persons engaging in a business in any way competitive with the
Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and
damage to the Employer, the measurement of which would be difficult, if not impossible, to
determine. Accordingly, the Employee agrees that (i) the preservation and protection of
Confidential Information is an essential part of his duties of employment and that, as a
result of his employment with the Employing Companies, he has a duty of fidelity, loyalty, and
trust to the Company in safeguarding Confidential Information. The Employee further agrees
that he will use his best efforts, exercise utmost diligence, and take all steps necessary to
protect and safeguard Confidential Information, whether such information derives from the
Employee, other employees of the Employer, Customers, Prospective Customers, or vendors or
suppliers of the Employer, and that he will not, directly or indirectly, use, disclose,
distribute, or disseminate to any other person or entity or otherwise employ Confidential
Information, either for his own benefit or for the benefit of another, except as required in
the ordinary course of his employment by the Employing Companies. The Employee shall follow
all Company policies and procedures to protect all Confidential Information and shall take any
additional precautions necessary under the circumstances to preserve and protect against the
prohibited use or disclosure of any Confidential Information.
	 
	 	 	Under the terms of this Agreement, “Confidential Information” shall mean:






Materials, records, documents, data, statistics, studies, plans, writings, and information
(whether in handwritten, printed, digital, or electronic form) relating to the Company’s
Business that are not generally known or available to the Company’s business, trade, or
industry or to individuals who work therein other than through a breach of this Agreement,
or trade secrets of the Employer.




Confidential Information includes, but is not limited to: (i) information about the
Employer’s employees; (ii) information about the Employer’s compensation policies,
structure, and implementation; (iii) hardware, software, and computer programs and
technology used by Employer; (iv) Customer and Prospective Customer identities, lists, and
databases, including private information related to customer history, loan activity, account
balances, and financial information; (v) strategic, operating, and marketing plans; (vi)
lists and databases and other information related to the Employer’s vendors; (vii) policies,
procedures, practices, and plans related to pricing of products and services; and (viii)
information related to the Employer’s acquisition and divestiture strategy. Information or
documents that are generally available or accessible to the public shall be deemed
Confidential Information, if the information is retrieved, gathered,
assembled, or main-



2









 







tained by the Employer in a manner not available to the public or for a purpose beneficial
to the Employer.




	 	 	The confidentiality obligations contained in this Release and Covenant shall continue as long as
Confidential Information remains confidential (except that the obligations shall continue, if
Confidential Information loses its confidential nature through improper use or disclosure,
including but not limited to any breach of this Agreement) and shall survive the termination of
this Agreement and/or termination of the Employee’s employment with the Employing Companies.
	 
	 	 	From time to time, the Employer may, for its own benefit, choose to place certain Confidential
Information in the public domain. The fact that Confidential Information may be made available
to the public in a limited form and under limited circumstances does not change the confidential
and proprietary nature of such information, and does not Release the Employee from his
obligations with respect to such Confidential Information.
	 
	 	 	Ownership of Documents and Return of Materials at Termination of Employment.
	 
	 	 	Any and all documents, records, and copies thereof, including but not limited to hard copies or
copies stored digitally or electronically, pertaining to or including Confidential Information
(collectively, “Company Documents”) that are made or received by the Employee during his
employment shall be deemed to be property of the Employer. The Employee shall use Company
Documents and information contained therein only in the course of his employment for the
Employing Companies and for no other purpose. The Employee shall not use or disclose any Company
Documents to anyone except as authorized in the course of his employment and in furtherance of
the Company’s Business.
	 
	 	 	Upon Termination of Employment, the Employee shall immediately deliver to Company (with or
without request) all Company Documents and all other Employer property in the Employee’s
possession or under his custody or control.
	 
	5.	 	Employee hereby agrees that he will not engage in Competition in the event of a Qualifying
Termination during the twelve (12) months immediately following the Qualifying Termination.
The word “Competition” for the purposes of this Agreement shall mean:






     (1) taking a management position with or control of a business engaged in the design,
development, manufacture, marketing or distribution of products, which constituted 15% or
more of the sales of the Company and its Subsidiaries and Affiliates during the last fiscal
year of the Company preceding the termination of the Employee’s employment, in any
geographical area in which the Company, its Subsidiaries or Affiliates is at the time
engaging in the design, development, manufacture, marketing or distribution of such
products; provided, however, that in no event shall ownership of less than
5% of the outstanding capital stock entitled to vote for the election of directors of a
corporation with a class of equity securities held of record by more than 500 persons,
standing alone, be deemed Competition with the Company within the meaning of this Section 5,



3









 






     (2) soliciting any person who is a customer of the businesses conducted by the Company,
or any business in which Employee has been engaged on behalf of the Corporation and its
Subsidiaries or Affiliates at any time during the term of the Plan on behalf of a business
described in clause (1) of this Section 5,




     (3) inducing or attempting to persuade any employee of the Company or any of its
Subsidiaries or Affiliates to terminate his employment relationship in order to enter into
employment with a business described in clause (1) of this Section 5, or




     (4) making or publishing any statement which is, or may reasonably be considered to be,
disparaging of the Company or any of its Subsidiaries or Affiliates, or directors, officers,
employees or the operations or products of the Company or any of its Subsidiaries or
Affiliates, except to the extent Employee, during Employee’s employment with the Company,
makes the statement to employees or other representatives of the Company or any of its
Subsidiaries or Affiliates in furtherance of the Company’s business and the performance of
his services hereunder.




	6.	 	In further recognition of the above, Employee hereby voluntarily and knowingly waives all rights or
claims that he/she may have against the Released Parties arising under the Age Discrimination in
Employment Act of 1967, as amended (“ADEA”), other than any such rights or claims that may arise after
the date of execution of this Release. Employee specifically agrees and acknowledges that: (A) the
release in this Section 6 was granted in exchange for the receipt of consideration that exceeds the
amount to which he/she would otherwise be entitled to receive upon termination of his/her employment; (B)
he/she has hereby been advised in writing by the Company to consult with an attorney prior to executing
this Agreement; (C) the Company has given him/her a period of up to twenty-one (21) days within which to
consider this Agreement, which period shall be waived by the Employee’s voluntary execution prior to the
expiration of the twenty-one day period, and he/she has carefully read and voluntarily signed this
Agreement with the intent of releasing the Released Parties to the extent set forth herein; and (D)
following his/her execution of this Release he/she has seven (7) days in which to revoke his/her release
as set forth in this Section 6 only and that, if he/she chooses not to so revoke, the Agreement in this
Section 6 shall then become effective and enforceable and the payment listed above shall then be made to
his/her in accordance with the terms of this Agreement and the Plan. To cancel this Agreement, Employee
understands that he/she must give a written revocation to the General Counsel of the Company at [     ]1,
either by hand delivery or certified mail within the seven-day period. If he/she rescinds the Agreement, it will
not become effective or enforceable and he/she will not be entitled to any benefits from the Company.]
	 
	7.	 	If any provision of this Agreement is held invalid, the invalidity of such provision shall not affect
any other provisions of this Agreement. This Agreement is governed by, and construed and interpreted in
accordance with the laws of the State of [     ], without regard to







 




			
	1	 	Insert address.




4









 











	 	 	principles of conflicts of law. Employee consents to venue and personal
jurisdiction in the State of [     ] for disputes arising under this Agreement. This
Agreement represents the entire understanding with the Parties with respect to subject
matter herein, and no other inducements or representations have been made or relied upon by the
Parties. This
Agreement shall be
binding upon and
inure to the
benefit of
Employee, his heirs
and legal
representatives,
and the Company and
its successors as
provided in this
Section 7. Any
modification of
this Agreement must
be made in writing
and be signed by
Employee and the
Company.





	 	 	 	 	 	 	 	 	 	 	 
	ACCEPTED AND AGREED TO:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	
[Employer Full Name]	 	 	 	
[Employee Full Name]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	Dated:

	 	 	 	 	 	Dated:	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 







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