WABCO Holdings Inc. Deferred Compensation Plan



 Exhibit 10.1 
 WABCO HOLDINGS INC. 
 DEFERRED COMPENSATION PLAN 
 This document constitutes part of a Prospectus covering securities that have been registered under the Securities Act of 1933. 
 Section 1. Purpose 
 The purpose
of this WABCO Holdings Inc. Deferred Compensation Plan (the “Plan”) is to provide a select group of management or highly compensated employees of WABCO Holdings Inc. (the “Company”) and its subsidiaries and members of the
Company’s Board of Directors (the “Board”) with the opportunity to defer receipt of certain compensation, and for the Company to defer payment of certain compensation to such individuals, into future years. The Plan covers employees
of the Company and subsidiaries of the Company which, with the consent of the Company, elect to participate in the Plan (the “Employer”). 
 Section 2. Eligibility 
 All non-employee members of the Board are eligible to participate in the Plan.
In addition, the Plan Administrator shall have the discretion to make the Plan available to certain employees of the Employer from time to time. In all events, the Company’s Compensation Committee shall consent to the participation of any
executive officer (as defined under U.S. securities laws) in the Plan. All those who are eligible to participate in the Plan are considered to be Participants. The Plan Administrator shall provide a copy of the Plan to each Participant together with
a form of letter which the Participant may use to notify the Company of his or her election to defer compensation under the Plan. 
 Section 3. Participation 
 a. Deferral Election. On or before the date chosen from time to
time by the Plan Administrator, a Participant may elect to defer receipt of certain forms of compensation which, but for such election, would have been paid to him or her, and to have such amounts credited, in whole or in part, to a memorandum
account credited with a fixed annual return (the “Interest Account”) and/or a memorandum account deemed to be invested in notional Common Shares of 








 
the Company (the “Stock Account”). A Participant may elect to defer up to (i) 50% of base pay, (ii) 100% of payments under the
Company’s Annual Incentive Plan, (iii) 100% of payments under the Company’s Long Term Incentive Compensation Plan, (iv) 100% of fees and retainers to be paid to members of the Company’s Board, and (v) 100% of such other
sources as are determined from time to time by the Plan Administrator; provided, however, that the total amount deferred by a Participant shall be limited in any calendar year, if necessary, to satisfy Social Security Tax (including
Medicare), income tax and employee benefit plan withholding requirements as determined in the sole and absolute discretion of the Plan Administrator. 
 b. Form and Duration of Deferral Election. A deferral election shall be made by a Participant in the form of a written notice filed on a designated form with the Plan Administrator (the “Deferral
Election”). The Deferral Election shall specify the amount being deferred under that election and how much, if any, of the deferral amount is going to each of the Interest Account and the Stock Account. The minimum amount that each Participant
may defer under the Plan for each year shall be $5,000 (or such other amount as the Plan Administrator shall determine from time to time). For Deferrals that are not deferrals of performance based compensation based on services provided over a
period of at least twelve (12) months within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”) (hereinafter, “Performance Based Compensation”), any deferral election with respect to compensation
for services to be performed during a taxable year must be made not later than the close of the preceding taxable year or at such other times as provided under the regulations governing Section 409A. For Deferrals of Performance Based
Compensation, such deferral election may be made no later than six (6) months before the end of the performance period to which the Performance Based Compensation applies. Notwithstanding the foregoing, for Deferrals by individuals who first
become Participants during a calendar year, elections to defer shall be made with respect to compensation for services to be performed subsequent to the election within thirty (30) days after the date such individual becomes a Participant. All
deferral elections shall remain in effect for future years until it is modified or revoked. Any revocation or modification of a Deferral Election shall become effective only with respect to compensation payable in the calendar year following
receipt of such revocation or modification by the Plan Administrator. 
  

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 c. Renewal. A Participant who has revoked an election to participate in the Plan may file a
new election to defer compensation payable in the calendar year following the year in which such election is filed, if the Participant continues to meet the Plan’s eligibility criteria as are then in effect. 
 d. Discretionary Company Contributions; Change of Control. The Employer may from time to time elect to make fully discretionary
contributions (“Discretionary Company Contributions”) to the Interest Accounts of some or all Participants, in such amounts as it, in its sole discretion, elects. Such Discretionary Company Contributions may be subject to a vesting
schedule, as determined by the Plan Administrator. Notwithstanding the vesting schedule, such amounts will become fully vested upon the occurrence of a Change of Control, or upon the death or disability (as defined below) of the Participant (while
actively employed by the Employer as an employee or member of the Board). “Change of Control” shall have the same meaning as set forth in Section 409A. 
 e. Matching Contributions. The Employer may from time to time elect to make fully discretionary matching contributions (“Matching Contributions”) to the Interest Accounts of some or all
Participants, in such amounts as it, in its sole discretion, elects. Such Matching Contributions shall be fully vested at all times. 
 Section 4. Participant’s Accounts 
 a. Establishment of Account. The Company shall
maintain an Interest Account and a Stock Account for each Participant, and shall make additions to and subtractions from such Accounts as provided in this Plan. For each amount credited to the Interest Account, such Account shall note the date the
amount was credited to the Account, any interest accrued pursuant to this Section 4, as well as the date that distribution is to commence. For each amount credited to the Stock Account, the Account shall note the date the amount was credited to
the Account, the number of notional shares credited on such date, the Market Value per Share used to determine the notional shares credited, as well as the date distribution is to commence. 
 b. Interest Account. Compensation allocated to the Interest Account pursuant to this Section 4 shall be credited to such Account as of
the date such compensation would otherwise have been paid to the Participant, and for Matching Contributions and Discretionary 

  

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Company Contributions, as of the date on which such amounts are credited to the Interest Account. Any amounts credited to the Interest Account shall earn
interest on an annual basis at the Applicable Interest Rate in effect for each calendar year, as defined below, which interest shall be credited on the last business day of each calendar month. 
 For any amount credited to the Interest Account, Applicable Interest Rate shall mean the rate of interest to be determined by the Plan Administrator from
time to time. 
 c. Stock Account. Any compensation allocated to the Stock Account pursuant to this Section 4 shall be
deemed to be invested in a number of notional Common Shares (including fractional shares) of the Company (the “Shares”) equal to the quotient of (i) the dollar amount of such compensation divided by (ii) the Market Value Per
Share (as defined below) on the date the compensation being allocated to the Stock Account would otherwise have been payable to the Participant. The Market Value Per Share on any date shall mean the average of the high and low prices per share for a
Common Share of the Company as reported on the Consolidated Tape of the New York Stock Exchange on such date. If such date is not a business day or if no sale occurs on such date, Market Value Per Share shall be determined, in the manner described
above, as of the first preceding business day on which a sale occurs. 
 Whenever a dividend other than a dividend payable in the form of the
Company’s Common Shares is declared with respect to the Company’s Common Shares, the number of Shares in the Participant’s Stock Account shall be increased by the number of Shares determined by dividing (i) the product of
(A) the number of Shares in the Participant’s Stock Account on the related dividend record date and (B) the amount of any cash dividend declared by the Company on a Common Share (or, in the case of any dividend distributable in
property other than Common Shares, the per share value of such dividend, as determined by the Company for purposes of income tax reporting) by (ii) the Market Value Per Share on the related dividend payment date. In the case of any dividend
declared on the Company’s Common Shares which is payable in Common Shares, the Participant’s Stock Account shall be increased by the number of Shares equal to the product of (i) the number of Shares credited to the Participant’s
Stock Account on the related dividend record date and (ii) the number of shares of Common Shares (including any fraction thereof) distributable as a dividend on a Common Share. 
  

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 In the event of any change in the number or kind of outstanding Common Shares by reason of any
recapitalization, reorganization, merger, consolidation, stock split or any similar change affecting the Common Shares, other than a stock dividend as provided above, the Plan Administrator shall make an appropriate adjustment in the number of
Shares credited to each Participant’s Stock Account. 
 (d) Investment Elections for Deferrals and Other Contributions. At
the time a Participant elects to defer compensation pursuant to Section 3(a), the Participant shall designate in writing the portion of such compensation, stated as a whole percentage, to be credited to the Interest Account and the portion to
be credited to the Stock Account. Any compensation to be credited to either Account shall be rounded to the nearest whole cent. If a Participant fails to designate how the deferrals and/or other contributions are to be allocated between the two
Accounts, 100% of such amounts shall be credited to the Interest Account. Participants may not elect to transfer from the Interest Account to the Stock Account, or vice versa. In addition, any Discretionary or Matching Company Contributions
shall be invested in the Interest Account. 
 Section 5. Distributions from the Accounts 
 a. Distribution Elections. At the time a Participant makes a Deferral Election with respect to a particular calendar year, such Participant
shall also file with the Plan Administrator a written election (a “Distribution Election”) with respect to the timing and manner of distribution of the aggregate amount, if any, credited to the Interest Account and/or the Stock Account for
that year’s deferrals and matching contributions. In all cases, the Plan Administrator will determine the time and form of distributions with respect to Discretionary Company Contributions, if any, provided that such distributions shall be made
in accordance with Section 409A. A Distribution Election shall specify that a distribution for that year’s deferrals and Matching Contributions shall be made in one of the following manners: 
  

	 	(1)	 Distributions to be made upon separation from service as such term is defined under Section 409A and applicable regulations (hereinafter “Separation from
Service”) (as an employee of the Employer or as a member of the Board) or disability. Disability, for this purpose, shall mean the Participant (i) is unable to engage in any substantial gainful 



  

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activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months or (ii) is by reason of medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months, receiving
income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participants’ employer. The normal form of distribution under this method will be installments paid over
10 years, but the Participant may elect instead to be paid in annual installments over a period of less than 10 years, or in the form of a lump sum. Distributions under this methodology will commence on the first day of the month immediately
following the month in which the Participant incurs a Separation from Service or becomes disabled, provided that, distributions made upon Separation from Service to key employees as defined under Section 416(i) of the Internal Revenue Code as
amended (hereinafter “Key Employees”) shall not commence until the date that is six (6) months following Separation from Service; or 


  

	 	(2)	Distributions commence either one, two, three, four or five years following Separation from Service (as an employee of the Employer or as a member of the Board) or Disability (as
defined above). The normal form of distribution under this method will be installments paid over 10 years, but the Participant may elect instead to be paid in annual installments over a period of less than 10 years, or in the form of a lump sum.
Distributions under this methodology will commence on February 1 of the selected calendar year; or 

  

	 	(3)	 Distributions to be made at scheduled dates while still employed or while still a member of the Board. Under this methodology, the Participant may elect to defer
receipt until a year which is at least two years following the calendar year in which the deferrals or contributions are being made. The 



  

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normal form of distribution under this methodology will be a lump sum, but the Participant may elect instead to be paid in installments over two, three, four
or five years. Distributions under this methodology will commence on February 1 of the selected calendar year. In the event that a Participant becomes disabled (as defined above) or has a Separation from Service (as an employee or a member of
the Board) prior to commencement of a scheduled withdrawal under this methodology, then such withdrawal shall commence on the first day of the month immediately following such Disability or Separation from Service in the form selected by the
Participant for in-service distributions; provided that, distributions made upon Separation from Service to key employees as defined under Section 416(i) of the Internal Revenue Code as amended (hereinafter “Key Employees”) shall not
commence until the date that is six (6) months following such Separation from Service. In the event that a Participant becomes disabled (as defined above) or has a Separation from Service (as an employee or a member of the Board) after
commencement of a scheduled withdrawal under this methodology for a given year’s deferrals and Matching Contributions, then any deferrals and Matching Contributions distributable in such year and any subsequent year will continue to be
distributed in the form selected. 


 b. Amendment of Distribution Election. A Participant may change a
Distribution Election applicable to a particular year’s deferrals and Matching Contributions upon written notice filed with the Plan Administrator up to two times, subject to the following limitations: 
  

	 	(1)	Except as specifically provided under Section 409A and applicable regulations, no election to change the method and/or timing of any distribution may accelerate the time at
which payment of amounts previously deferred would otherwise have been paid; 

  

	 	(2)	No election to change the method and/or timing of any distribution shall be effective unless at twelve (12) months elapses between the date of such election and the date it
takes effect; 

  

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	 	(3)	Except for distributions that commence upon death or Disability or in the case of a Hardship Distribution, the first payment with respect to which such election is made must be
deferred for a period of not less than five (5) years from the date such payment would otherwise have been made; 

  

	 	(4)	Any election amendment with respect to a deferral distribution described in Section 5(a)(2) or 5(a)(3) may not be made less than 12 months prior to the date of the first
scheduled payment. 

 c. Payment upon Death. Notwithstanding anything else herein to the contrary, if a
Participant shall die before payment of all amounts credited to such Participant’s Accounts have been completed, the total remaining balance in such Accounts shall be paid in a single lump sum to the Participant’s designated beneficiary
or, if no beneficiary has been designated, to his or her estate, thirty (30) days after the Plan Administrator receives notice of the Participant’s death. 
 d. Valuation on Distribution. Distributions from the Stock Account shall be paid in Common Shares, unless otherwise determined by the Plan Administrator in its sole discretion. In the event of a
distribution from the Stock Account to be paid in Common Shares, the number of Common Shares payable shall be equal to the number of whole Shares subject to such distribution. Any fractional Shares will be settled in cash. The Stock Account will be
valued for tax withholding purposes, as well as all other purposes (including, but not limited to, settlement of the Stock Account (in whole or in part) in cash), based on the Market Value Per Share on the last business day of the calendar month
prior to the date as of which distribution is to be made. Distributions from the Interest Account will be valued as of the last business day of the calendar month prior to the date as of which distribution is to be made. 
 e. Interest Account Installment Payments. Where a Participant elects to receive a distribution in annual installments, the amount of each
installment payment from the Interest Account shall be equal to the product of (i) the balance credited to such Interest Account (which is subject to the particular installment election) on the last business day of the calendar month prior to
the date as of which such payment is to be made, and (ii) a fraction, the numerator of which is one (1) and the denominator of which is the total number of installments remaining to be paid at that time. 
  

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 f. Stock Account Installment Payments. Where a Participant elects to receive the
distribution in annual installments, the number of Shares subject to such annual installment payment from the Stock Account shall be equal to the product of (i) the number of Shares credited to such Stock Account on the date of such payment
which is subject to the particular installment election, and (ii) a fraction, the numerator of which is one (1) and the denominator of which is the total number of installments remaining to be paid at that time. 
 Section 6. Hardship Distributions 
 A Participant shall be permitted to elect a Hardship Distribution from his or her vested Accounts at any time, subject to the following. Discretionary Company Contributions are not available for a Hardship Distribution, unless otherwise
determined by the Plan Administrator in its sole discretion. The election to take a Hardship Distribution shall be made by filing a form provided by and filed with the Plan Administrator prior to the end of any calendar month. The Plan Administrator
shall determine whether the requested distribution constitutes a Hardship Distribution as defined below. The amount determined by the Plan Administrator as a Hardship Distribution shall be paid in a single payment as soon as practicable after the
end of the calendar month in which the Hardship Distribution election is made and approved by the Plan Administrator. If a Participant receives a Hardship Distribution, the Participant will be ineligible to participate in the Plan for the balance of
that calendar year. The Plan Administrator will in its sole discretion determine the Account or Accounts from which to debit the amount of the distribution. 
 For this purpose, Hardship Distribution shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of his or her dependent (as defined in
Section 152(a) of the Internal Revenue Code of 1986, as amended), loss of a Participant’s property due to casualty, or other similar or extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the
Participant. The circumstances that would constitute an unforeseeable emergency will depend upon the facts of each case, but, in any case, a Hardship Distribution may not be made to the extent that such hardship is or may be relieved
(i) through reimbursement or compensation by insurance or otherwise, or (ii) by liquidation of the Participant’s assets, to the extent the liquidation of assets 

  

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would not itself cause severe financial hardship. In all instances, the Plan Administrator will have sole discretion to determine whether a valid hardship
exists for this purpose. The amounts distributed pursuant to a Hardship Distribution shall not exceed the amount necessary to satisfy the emergency plus amounts necessary to pay taxes reasonably anticipated as a reasonably anticipated as a result of
the distribution. 
 Section 7. Designation of Beneficiaries A Participant may designate a beneficiary or beneficiaries (which may
be an entity other than a natural person) to receive payments to be made following such Participant’s death. At any time, and from time to time, any such designation may be changed or canceled by the Participant without the consent of the
beneficiary. Any such designation, change or cancellation must be made by written notice filed with the Plan Administrator. If a Participant designates more than one beneficiary, any payments to such beneficiaries shall be made in equal amounts
unless the Participant has designated otherwise, in which case the payments shall be made as designated by the Participant. If no beneficiary is named by the Participant, or if a beneficiary has been designated and such designation has been
canceled, payment shall be made to the Participant’s estate. Notwithstanding the above, if a Participant has designated his or her spouse as beneficiary, and subsequent to such designation, becomes divorced from such spouse, then the
designation previously filed will be deemed revoked as to such former spouse, unless specifically reaffirmed in writing by the Participant subsequent to the date of divorce. 
 Section 8. Amendment and Termination The Board of Directors of the Company may amend or terminate the Plan at any time; provided, however, that, no such amendment or termination
shall impair the rights of a Participant with respect to amounts then credited to his Account under the Plan, and further provided, however, that no amendment or termination may be effected with respect to a Participant prior to the end of
two years following a Change of Control, except with the written consent of such an affected Participant. 
 Section 9.
Administration The Plan shall be administered by the Company’s Compensation Committee (the “Plan Administrator”). The Plan Administrator may designate the Company’s 

  

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Senior Vice President of Human Resources to carry out its responsibilities under the Plan. In addition to such functions and responsibilities specifically
reserved to the Plan Administrator under the Plan, the Plan Administrator shall have full power and authority, subject to the provisions of the Plan, to construe and interpret and carry out the terms of the Plan, and to exercise discretion where
necessary or appropriate in the interpretation of the Plan, and all decisions by the Plan Administrator shall be final and binding on all affected parties. In addition to such powers, the Plan Administrator has the authority to modify eligibility
criteria for the Plan, to select or change investment options under the Plan, to appoint and replace the trustee of the grantor trust to be established hereunder, to establish rules and regulations for efficient plan administration, to employ and
rely upon advisers, and shall have such other powers, duties and responsibilities as are customary for plans such as the Plan, all as determined by the Plan Administrator. The Plan is intended to be administered in a manner consistent with the
requirements, where applicable, of Section 409A of the Code. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Participants of immediate tax recognition and additional taxes
pursuant to such Section 409A. Notwithstanding anything else contained herein to the contrary, neither the Plan Administrator nor the Company shall be in breach of its obligations hereunder, nor liable for any interest or other payments, if the
Company fails to make any payments hereunder on the stated date on which such payment is due.
 Section 10. Miscellaneous

 a. Unfunded Plan. The Employer shall not be obligated to fund its liabilities under the Plan, the Accounts established
for each Participant electing deferment shall not constitute a trust, and a Participant shall have no claim against the Company or its assets other than as an unsecured general creditor. Without limiting the generality of the foregoing, the
Participant’s claim at any time shall be for the amount credited to such Participant’s Accounts at such time. Notwithstanding the foregoing, the Company will establish a grantor trust to assist it in meeting its obligations hereunder,
which grantor trust may be funded by the Company at such levels as it determines from time to time; provided, however, that in no event shall any Participant have any interest in such trust or property other than that of an unsecured general
creditor of the Company. 

  

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Notwithstanding the above, upon the occurrence of a Change of Control, the Company will immediately contribute to such grantor trust such amounts of cash and
Company stock as are necessary to satisfy all claims for benefits under the Plan, on an assumed termination basis at such date. In no event will the Plan allow for an immediate distribution of benefits to any Participant based solely upon the
occurrence of a Change of Control. 
 b. Non-Alienation. The right of a Participant to receive a distribution of the value of
such Participant’s Account payable pursuant to the Plan shall not be subject to assignment, alienation, attachment, garnishment or other similar process. 
 c. No Right to Continued Employment. Nothing in this Plan shall be construed to give any Participant the right to continued employment by the Employer, nor shall it limit the Employer’s ability to
affect the terms and conditions of a Participant’s employment with the Employer. 
 d. Governing Law. This Plan and all
rights and obligations hereunder shall be construed in accordance with and governed by the laws of the State of Delaware, to the extent such laws are not superseded by federal law. The Plan is intended to be a nonqualified deferred compensation plan
maintained for a select group of management or highly compensated individuals. As such, it is generally subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). While ERISA generally applies to the
Plan, Parts 2 (Participation and Vesting), 3 (Funding), and 4 (Fiduciary Responsibility) of Title I of ERISA do not apply. Part 5 (Administration and Enforcement) applies, and the Part 1 (Reporting and Disclosure) requirements apply to the Plan, but
only on a limited basis. 
 e. Withholding. The Company may withhold from any amounts payable hereunder, whether in cash or
shares, such federal, state or local taxes as may be deemed required to be withheld pursuant to applicable law or regulations. 
 f.
Compliance. A Participant shall have no right to receive payment (in any form) with respect to his or her Accounts until legal and contractual obligations of the Employer relating to the making of such payments shall have been complied
with in full. In addition, the Plan Administrator shall impose such restrictions, limitations, rules and regulations as it may deem advisable in order to comply with the applicable federal securities laws, the requirements of the New York Stock
Exchange or any other applicable stock exchange or automated quotation 

  

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system, any applicable state securities laws, any provision of the Company’s Certificate of Incorporation or Bylaws, or any other law, regulation, rule,
or binding contract to which the Company or the Employer is subject. 
  

			
	 Adopted pursuant to duly authorized resolution
 by the Board of Directors of the Company
 on

	
	WABCO Holdings Inc.
		
	By:	 	 
		 	Ulrich Michel
		 	Senior Vice President, Chief Financial Officer


  

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