exv10w3



 





Exhibit 10.3









November 15, 2007




Mr. James H. Vandenberghe

[home address]




Dear Jim:




     The purpose of this letter is to confirm the terms by which you will be engaged by Lear
Corporation (the “Company”) as a consultant following your retirement as its Vice Chairman. The
key terms of your engagement are as follows:



     1. Term and Termination. Your retirement as Vice Chairman and consulting engagement under
this letter agreement shall become effective on May 31, 2008, unless your employment is terminated
at any time before such date as described in Section 5(a), (b) or (c) of your employment agreement
with the Company dated March 15, 2005 (the “Employment Agreement”).



     The term of your engagement hereunder (the “Consulting Period”) shall be equal to one (1)
year. Notwithstanding the foregoing, the Company may terminate the Consulting Period at any time
for Cause. For purposes of this letter agreement, “Cause” will have the same meaning as set forth
in the Employment Agreement.



     2. Services. You agree to provide transition, consulting and other related services to the
Company, as may be requested from time to time by the Company’s Chief Executive Officer (“CEO”).
In this regard, you agree to provide consulting advice and services related to your extensive
industry experience, your unique knowledge of the Company and its contacts and such other services
as may be mutually agreed upon by you and the CEO and which are consistent with your position as
former Chief Financial Officer (“CFO”) and Vice Chairman. You further agree to assist in providing
an effective transition of your executive responsibilities. You agree to make yourself reasonably
available as requested by the Company’s CEO and to develop a mutually acceptable work schedule
during the term of your consulting engagement. You shall diligently and competently perform the
services requested hereunder and use reasonable efforts in connection with the performance of such
services. During the Consulting Period, you shall not be expected to provide more than an average
of forty (40) hours per month of consulting services.



     3. Compensation.



     a. As compensation for your consulting services, the Company will pay you an amount equal to
$700,000, payable in twenty-four equal semi-monthly installments without interest through the
Consulting Period.



 









 







Mr. James H. Vandenberghe

November 15, 2007

Page 2 of 3




     b. The Company will reimburse you for reasonable and necessary business expenses incurred in
the course of performing services hereunder, subject to approval of such expenses by an executive
officer of the Company. Any reimbursement payable pursuant to this Paragraph 3 shall be paid as
soon as administratively feasible upon your request, but in all cases, such reimbursement shall be
paid no later than March 15 of the year following the year in which the expense is incurred.



     c. During the Consulting Period, you and your spouse shall continue to be eligible to
participate in the Company’s group health plan (medical and dental) on the terms and conditions
applicable to salaried employees of the Company. To the extent your and your spouse’s continued
participation in the group health plan is not permissible during the Consulting Period, the Company
will pay to you an amount equal to the premium for substantially equivalent coverage available
outside of the Company plan.



     4. Administrative Support. The Company agrees that it will provide you with appropriate
office space and administrative support while you are performing services for the Company at the
Company’s location. During the Consulting Period, the Company agrees to provide you with reasonable
technical support and the Company’s help desk shall be available to provide technical assistance to
you as reasonably requested with respect to the computers referred to above. The Company further
agrees to maintain your Company e-mail address during the Consulting Period.



     5. Protective Covenant. You shall continue to be bound by the restrictive covenants set forth
in your Employment Agreement during the Consulting Period; provided that the restrictions set forth
in Sections 10, 11 and 12 of the Employment Agreement shall continue to apply until two (2) years
after the end of the Consulting Period.



     6. Relationship. It is the intention of the parties to this letter agreement that, during the
Consulting Period, you are to be an independent contractor and not an employee of the Company and
nothing in this letter shall be construed to create an employment relationship between you and the
Company following your retirement as Vice Chairman. As an independent contractor, you shall not,
except as otherwise provided in Paragraph 3 hereof, participate in any employee benefit plan or
program or be subject to any employment rules, regulations or policies of the Company. You shall
have exclusive control of the method of performance of your duties hereunder and shall
independently manage and control your activities subject only to the terms of this letter
agreement. You recognize, acknowledge and agree that, as an independent contractor, all income paid
to you under this letter agreement shall constitute income from self-employment and you shall be
required to pay self-employment taxes pursuant to Section 1401 of the Code. You recognize,
acknowledge and agree that because of your status as an independent contractor, the Company, its
officers, directors, and employees shall have no obligation or liability whatsoever to you, your
heirs, administrators, assigns, or creditors for workers’ compensation, federal and state payroll
taxes, unemployment compensation, minimum wages, Social Security assessments or similar charges,
taxes or liabilities applicable to an employment relationship.



     7. Future Cooperation. In connection with any and all claims, disputes, negotiations,
investigation, lawsuits or administrative proceedings involving the Company, you



 









 







Mr. James H. Vandenberghe

November 15, 2007

Page 3 of 3



agree to make yourself available, upon reasonable notice from the Company, and without the
necessity of subpoena, to provide information or documents, provide declarations or statements to
the Company, meet with attorneys or other representatives of the Company, prepare for and give
depositions or testimony, and/or otherwise cooperate in the investigation, defense or prosecution
of any or all such matters. Any reimbursement payable pursuant to this Paragraph 7 shall be paid
as soon as administratively feasible upon your request, but in all cases, such reimbursement shall
be paid no later than March 15 of the year following the year in which the expense is incurred.
Notwithstanding anything in this agreement to the contrary, you and the Company agree that the
obligations imposed upon you under this Paragraph 7 shall survive the termination of your
consultancy.




     8. Other Understandings. This letter, together with the Employment Agreement, set forth our
entire agreement and understanding and supersede any and all other agreements, either oral or in
writing, between the Company, any of its shareholders, members, and/or principals and you related
to the subject matter addressed herein. No change to this letter will be valid unless in writing
and signed by the Company and you.



     9. Governing Law. This letter agreement will be governed by and construed in accordance with
the laws of the State of Michigan.



     Please confirm your acceptance of our offer by signing on the space provided below and
returning this letter to the Company by                     , 2007.



	 	 	 	 	 
	 	LEAR CORPORATION

 	 
	 	By:  	                                                             /s/ Roger A. Jackson
 	 
	 	 	Roger A. Jackson 	 
	 	 	 	 
	 



Accepted this 15th day of November, 2007




	 	 	 
	/s/ James H. Vandenberghe

	 	 
	 
	 	 
	James H. Vandenberghe