4828-0499-0516.12 
ADIENT PLC 
RESTRICTED SHARES OR RESTRICTED SHARE UNIT AWARD 
 
Grant - Terms for Restricted Shares and Restricted Share Units 
 
Participant Name:  
Grant Date:  
Number of Restricted Shares:  
Number of Restricted Share Units:  
Restriction Period:  
Units Settled in Cash (check box if applies; see Section 3(b)): 
 Dividend Equivalents Settled in Cash (check box if applies): 
 Dividends or Dividend Equivalents Paid Currently (check box if applies): 
  
Adient plc has adopted the 2016 Omnibus Incentive Plan to permit awards of restricted shares or 
restricted share units to be made to certain key employees of the Company or any Affiliate.  The 
Company desires to provide incentives and potential rewards for future performance by the 
employee by providing the Participant with a means to acquire or to increase his or her proprietary 
interest in the Company's success. 
 
Definitions.  Capitalized terms used in this Award have the following meanings: 
 
(a) “Award” means this grant of Restricted Shares and/or Restricted Share Units. 
(b) “Award Notice” means an Award notification (if any) delivered to the Participant in connection 
with this Award. 
(c) “Company” means Adient plc or any successor thereto. 
(d) “Inimical Conduct” means any of the following as determined by the Administrator in its sole 
discretion: (i) any act or omission that is inimical to the best interests of the Company or any 
Affiliate as determined by the Administrator, (ii) violation of any employment, non-compete, 
confidentiality or other agreement in effect with the Company or any Affiliate, or the Company’s 
or an Affiliate’s code of ethics, as then in effect, (iii) conduct rising to the level of gross 
negligence or willful misconduct in the course of employment with the Company or an Affiliate, 
(iv) commission of an act of dishonesty or disloyalty involving the Company or an Affiliate, or 
taking any action which damages or negatively reflects on the reputation of the Company or an 
Affiliate, (v) failure to comply with applicable laws relating to trade secrets, confidential 
information or unfair competition or a violation of any other federal, state or local law in 
connection with the Participant’s employment or service, or (vi) breach of any fiduciary duty to 
the Company or an Affiliate. 
(e) “Participant” means the individual selected to receive this Award. 
(f) “Plan” means the Adient plc 2016 Omnibus Incentive Plan, as may be amended from time to 
time. 
(g) “Restriction Period” means the length of time indicated above or in any Award Notice during 
which the Participant cannot sell, transfer, pledge, assign or otherwise encumber the Restricted 
Shares or Restricted Share Units granted under this Award. 
(h) “Restricted Shares” means Shares that are subject to a risk of forfeiture and the Restriction 
Period. 
(i) “Restricted Share Unit” means the right to receive a payment, in cash or Shares, equal to the 
Fair Market Value of one Share, that is subject to a risk of forfeiture and the Restriction Period. 
(j) “Share” means an ordinary share of the Company. 
 
 Other capitalized terms used in this Award have the meanings given in the Plan.
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The parties agree as follows: 
 
1. Grant of Award.  The Company hereby grants to the Participant an award of Restricted Shares 
or Restricted Share Units, as specified above or in any Award Notice, on the date and with respect 
to the number of Shares or Units specified above or in any Award Notice.  The Award is subject to 
the terms and conditions set forth herein and in the Plan, a copy of which has been delivered to the 
Participant, and which is made a part of this Award. 
 
2. Restricted Shares.  If the Award is in the form of Restricted Shares, the Shares are subject to 
the following terms: 
 
a. Restriction Period.  The Company will hold the Shares in escrow or via an 
independent trust or nominee for the Restriction Period.  During this period, the 
Shares shall be subject to forfeiture as provided in Section 4. 
 
b. Removal of Restrictions.  Subject to any applicable deferral election under the Adient 
US LLC Executive Deferred Compensation Plan (or any successor plan) and to 
Section 4 below, Shares that have not been forfeited shall become available to the 
Participant after the last day of the Restriction Period upon payment in full of all taxes 
due with respect to such Shares.  
 
c. Voting Rights.  During the Restriction Period, the Participant may exercise full voting 
rights with respect to the Shares. 
 
d. Dividends and Other Distributions.  Any cash dividends or other distributions paid or 
delivered with respect to Restricted Shares for which the record date occurs on or 
before the last day of the Restriction Period will be credited to a bookkeeping 
account for the benefit of the Participant unless it is indicated above or in any Award 
Notice that such cash dividends or other distributions shall be paid currently.  To the 
extent such account is credited, it will be converted into and settled in additional 
Shares issued under the Plan at the end of the applicable Restriction Period unless it 
is indicated above or in any Award Notice that the account will be paid to the 
Participant in cash, in which case it will be paid in cash at the end of the applicable 
Restriction Period.  Prior to the end of the Restriction Period, any account credited 
pursuant to this paragraph will be subject to the same terms and conditions 
(including risk of forfeiture) as the Restricted Shares to which the dividends or other 
distributions relate.   
 
3. Restricted Share Units.  If the Award is in the form of Restricted Share Units, the Restricted 
Share Units are subject to the following terms: 
 
a. Restriction Period.  During the Restriction Period, the Restricted Share Units shall be 
subject to forfeiture as provided in Section 4. 
 
b. Settlement of Restricted Share Units.  Subject to any applicable deferral election 
under the Adient US LLC Executive Deferred Compensation Plan (or any successor 
plan thereto) and to Section 4 below, the Restricted Share Units shall be settled by 
payment of one Share per Restricted Share Unit unless it is indicated above or in any 
Award Notice that the Restricted Share Units will be settled through payment of cash, 
in which case the Restricted Share Units will be settled through payment of cash 
equal to the Fair Market Value of one Share per Restricted Share Unit, in each case 
as soon as practicable after the last day of the Restriction Period and upon payment 
in full of all taxes due with respect to such Restricted Share Units.  Notwithstanding
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4828-0499-0516.12 
the foregoing, if this Award provides that it will be settled in cash, but the Company 
has satisfied all registration, qualification or other legal requirements necessary to 
permit the settlement of the Restricted Share Units in Shares in the Participant’s 
jurisdiction without adverse legal, tax, financial or accounting consequences to the 
Company or its Affiliates, then such Award will instead be settled in Shares and the 
Participant will have no right to receive cash.  Notwithstanding the foregoing, if the 
Participant is a specified employee within the meaning of Code Section 409A and the 
Restriction Period lapses due to a termination of employment (other than for death), 
then the vested Restricted Share Units will be settled as soon as practicable six 
months after the Participant’s termination to the extent required to comply with Code 
Section 409A.  
 
c. Dividend Equivalent Units.  Any cash dividends or other distributions paid or 
delivered with respect to the Shares for which the record date occurs on or before 
the last day of the Restriction Period will result in a credit to a bookkeeping account 
for the benefit of the Participant unless it is indicated above or in any Award Notice 
that such cash dividends or other distributions shall result in the current payment of a 
dividend equivalent.  Any such credit or dividend equivalent will be equal to the 
dividends or other distributions that would have been paid with respect to the Shares 
subject to the Restricted Share Units had such Shares been outstanding.  To the 
extent a bookkeeping account is credited pursuant to this paragraph, it will be 
converted into and settled in additional Shares issued under the Plan at the end of 
the applicable Restriction Period unless it is indicated above or in any Award Notice 
that the account will be paid to the Participant in cash, in which case it will be paid in 
cash at the end of the applicable Restriction Period.  Prior to the end of the 
Restriction Period, any account credited pursuant to this paragraph will be subject to 
the same terms and conditions (including risk of forfeiture) as the Restricted Share 
Units to which the dividends or other distributions relate.   
 
4. Termination of Employment – Risk of Forfeiture. 
 
a. Retirement.  If the Participant’s employment with the Company and its Affiliates 
terminates after the first anniversary of the Grant Date due to Retirement, and at a 
time when the Participant’s employment could not have been terminated for Cause, 
then the Participant shall become vested in (and the Restriction Period shall lapse 
with respect to) a prorated portion of the total number of Restricted Shares or 
Restricted Share Units subject to this Award based on the number of days of the 
Participant’s employment during the Restricted Period prior to Retirement compared 
to the total number of days in the Restricted Period.  Any Restricted Shares or 
Restricted Share Units subject to this Award that do not become vested under this 
paragraph as a result of the Retirement shall automatically be forfeited and returned 
to the Company as of the date of the Retirement. If the Participant engages in 
Inimical Conduct after his or her Retirement, as determined by the Administrator, any 
vested Restricted Share Units that have not yet been settled shall automatically be 
forfeited as of the date of the Administrator’s determination. 
b. Death.  If the Participant’s employment with the Company and its Affiliates terminates 
because of death at a time when the Participant could not have been terminated for 
Cause, then, effective as of the date the Company determines the Participant’s 
employment terminated due to death (provided such determination is made no more 
than 75 days after the date of death), any remaining Restriction Period shall 
automatically lapse.  If the Participant dies after Retirement while this Award is still 
subject to the Restriction Period, then, effective as of the date of the Participant’s
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death (provided the Company receives notice of the Participant’s death within 75 
days), any remaining Restriction Period shall automatically lapse as of the date of 
death.  The Company shall have no liability to any person for any taxes, penalties or 
interest incurred by any person due to the Company not receiving notice of the 
Participant’s death within 75 days. 
 
c. Disability.  If the Participant’s employment with the Company and its Affiliates 
terminates because of Disability at a time when the Participant could not have been 
terminated for Cause, then the Participant shall become vested in (and any 
remaining Restriction Period shall automatically lapse with respect to) the Restricted 
Shares or Restricted Share Units subject to this Award as of the date such 
employment terminates. 
 
d. Other Termination.  If the Participant’s employment terminates for any reason not 
described above, then any Restricted Shares or any Restricted Share Units (and all 
deferred dividends paid or credited thereon) still subject to the Restriction Period as 
of the date of such termination of employment shall automatically be forfeited and 
returned to the Company.  In the event the Participant’s employment terminates due 
to the Participant’s involuntary termination of employment by the Company or an 
Affiliate for other than Cause, the Administrator may waive the automatic forfeiture of 
any or all such Restricted Shares or Restricted Share Units (and all deferred 
dividends or other distribution paid or credited thereon) and may add such new 
restrictions to such Restricted Shares or Restricted Share Units as it deems 
appropriate.  The Company may suspend payment or delivery of Shares (without 
liability for interest thereon) pending the Administrator’s determination of whether the 
Participant’s employment was or should have been terminated for Cause or whether 
the Participant has engaged in Inimical Conduct. 
 
5. Withholding.  The Participant agrees to remit to the Company any foreign, U.S. federal, state 
and/or local taxes (including the Participant’s FICA obligation) required by law to be withheld with 
respect to the issuance of Shares under this Award, the vesting of this Award or the payment of cash 
under this Award.  Unless the Company otherwise determines, the Company will satisfy any 
withholding obligations in connection with this Award by withholding from cash or Shares otherwise 
payable or issuable under this Award in the amount needed to satisfy any withholding obligations; 
provided that, in the case of Shares, the amount withheld may not exceed the Participant’s minimum 
statutory tax withholding obligations associated with the transaction to the extent needed for the 
Company and its Affiliates to avoid an accounting charge until Accounting Standards Update 2016-
 09 applies to the Company, after which time the amount withheld may not exceed the total maximum 
statutory tax rates associated with the transaction.  Alternatively, the Company may require the 
Participant to pay to the Company, in cash, promptly on demand, amounts sufficient to satisfy such 
tax obligations or make other arrangements satisfactory to the Company regarding the payment to 
the Company of the aggregate amount of any such tax obligations, or the Company may withhold 
from cash or other property, payable or issuable to the Participant or from Shares no longer subject 
to restrictions in the amount needed to satisfy any withholding obligations. 
 
6. No Claim for Forfeiture.  Neither the Award nor any benefit accruing to the Participant from 
the Award will be considered to be part of the Participant’s normal or expected compensation or 
salary for any purposes, including, but not limited to, calculating any severance, resignation, 
termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, 
pension or retirement or welfare benefits or similar payments.  In no event may the Award or any 
benefit accruing to the Participant from the Award be considered as compensation for, or relating in 
any way to, past services for the Company or any Affiliate.  In consideration of the Award, no claim 
or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from
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termination of the Participant’s employment by the Company or any Affiliate (for any reason 
whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases 
the Company and its Affiliates from any such claim that may arise.  If, notwithstanding the foregoing, 
any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the 
grant, the Participant shall have been deemed irrevocably to have waived any entitlement to pursue 
such claim.   
 
7. Electronic Delivery.  The Company or its Affiliates may, in its or their sole discretion, decide to 
deliver any documents related to current or future participation in the Plan or related to this Award by 
electronic means.  The Participant hereby consents to receive such documents by electronic delivery 
and agrees to participate in the Plan through an on-line or electronic system established and 
maintained by the Company or a third party designated by the Company. The Participant hereby 
agrees that all on-line acknowledgements shall have the same force and effect as a written 
signature. 
 
8. Securities Compliance.  The Company may place a legend or legends upon the certificates 
for Shares issued under the Plan and may issue “stop transfer” instructions to its transfer agent in 
respect of such Shares as it determines to be necessary or appropriate to (a) prevent a violation of, 
or to obtain an exemption from, the registration requirements of the Securities Act of 1933, as 
amended, applicable state securities laws or other legal requirements, or (b) implement the 
provisions of the Plan, this Award or any other agreement between the Company and the Participant 
with respect to such Shares. 
 
9. Successors.  All obligations of the Company under this Award shall be binding on any 
successor to the Company.  The terms of this Award and the Plan shall be binding upon and inure to 
the benefit of the Participant, and his or her heirs, executors, administrators or legal representatives. 
 
10. Legal Compliance.  The granting of this Award and the issuance of Shares under this Award 
shall be subject to all applicable laws, rules, and regulations and to such approvals by any 
governmental agencies or national securities exchanges as may be required. 
 
11. Governing Law; Arbitration.  This Award and the rights and obligations hereunder shall be 
governed by and construed in accordance with, except to the extent preempted by other applicable 
laws (a) with respect to the corporate law requirements applicable to the Company, the validity and 
authorization of the issuance of Shares under the Plan and similar matters, the internal laws of 
Ireland (without reference to conflict of law principles thereof) and (b) with respect to all other 
matters relating to the Plan and Awards, the internal laws of the State of New York (without 
reference to conflict of law principles thereof). Arbitration will be conducted, to the extent applicable, 
per the provisions in the Plan. 
 
12. Data Privacy and Sharing.  As a condition of the granting of the Award, the Participant 
acknowledges and agrees that it is necessary for some of the Participant’s personal identifiable 
information to be provided to certain employees of the Company, the third party data processor that 
administers the Plan and the Company’s designated third party broker in the United States.  These 
transfers will be made pursuant to a contract that requires the processor to provide adequate levels 
of protection for data privacy and security interests in accordance with the EU Data Privacy Directive 
95/46 EC and the implementing legislation of the Participant’s home country.  By accepting the 
Award, the Participant acknowledges having been informed of the processing of the Participant’s 
personal identifiable information described in the preceding paragraph and consents to the Company 
collecting and transferring to the Company's Total Rewards Department or Shareholder Services 
Department, and its independent benefit plan administrator and third party broker, the Participant’s 
personal data that are necessary to administer the Award and the Plan.  The Participant 
understands that his or her personal information may be transferred, processed and stored outside
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of the Participant’s home country in a country that may not have the same data protection laws as 
his or her home country, for the purposes mentioned in this Award.   
 
This Award, including any Award Notice delivered to the Participant and any other documents 
expressly referenced in this Award contain all of the provisions applicable to the Award and no other 
statements, documents or practices may modify, waive or alter such provisions unless expressly set 
forth in writing, signed by an authorized officer of the Company and delivered to the Participant. 
 
The Company has caused this Award to be executed by one of its authorized officers as of the date 
of grant. 
 
 
ADIENT PLC 
 
 
[Placeholder for signature] 
 
Neil E. Marchuk 
Executive Vice President - Human Resources