<PAGE>

                                                                   EXHIBIT 10.41

                                LEAR CORPORATION
                         LONG-TERM STOCK INCENTIVE PLAN

                    2006 MANAGEMENT STOCK PURCHASE PLAN (US)
                              TERMS AND CONDITIONS

1.    Deferral Election.

      Any Eligible Employee selected by the Committee may irrevocably elect to
defer (a) any whole percentage up to 90% of the Base Salary payable to him or
her for the pay periods ending after December 31, 2005 and before January 1,
2007, and/or (b) any whole percentage up to 100% of the bonus payable to him or
her under the Company's Senior Executive Incentive Compensation Plan or
Management Incentive Compensation Plan in the first quarter of 2006 by properly
filing with the Committee a written notice to that effect ("Deferral Election")
on the form furnished by the Committee and in accordance with such other
requirements as may be established by the Committee. An Eligible Employee who
makes a Deferral Election shall be a Participant.

      "Base Salary" means a Participant's annual base salary rate on January 1,
2006 from the Company or an Affiliate, including any elective contributions of
the Participant that are not includable in his gross income under Code Sections
125 or 401(k), and before taking into account his or her Deferral Election.

2.    Restricted Stock Units.

      (a)   In consideration for the Participant's Deferral Election, the
            Participant shall be credited as of March 15, 2006 with Restricted
            Stock Units at a discounted price ("Discount Rate") as provided in
            the following table:

<TABLE>
<CAPTION>
Total dollar amount of Participant's Deferral Election,         Applicable Discount Rate:
expressed as a percentage of the Participant's Base Salary:
<S>                                                             <C>
15% or less                                                               20%
Over 15% and up to 100%                                                   30%
Over 100%                                                                 20%
</TABLE>

      (b)   The total number of Restricted Stock Units credited to a Participant
            under the Plan will be determined according to the following
            calculation:

            (i)   the dollar amount of the Participant's Deferral Election that
                  does not exceed 15% of the Participant's base salary, divided
                  by the product of (A) the average Fair Market Value over the
                  last five business days in 2005 (December 23, 27, 28, 29 and
                  30) (the "Average FMV") multiplied by (B) 80%; plus

                                       1
<PAGE>

            (ii)  the dollar amount of the Participant's Deferral Election over
                  15% and up to 100% of the Participant's base salary, divided
                  by the product of (A) the Average FMV multiplied by (B) 70%;
                  plus

            (iii) the dollar amount of the Participant's Deferral Election over
                  100% of the Participant's base salary, divided by the product
                  of (A) the Average FMV multiplied by (B) 80%.

      (c)   The total number of Restricted Stock Units determined in Section
            2(b) will be credited to the Participant in the form of Salary
            Restricted Stock Units and/or Bonus Restricted Stock Units. The
            number of Salary Restricted Stock Units credited shall be the same
            proportion of the total Restricted Stock Units as the amount of base
            salary deferred in the Participant's Deferral Election is of the
            total amount deferred in the Participant's Deferral Election. The
            number of Bonus Restricted Stock Units credited shall be the same
            proportion of the total Restricted Stock Units as the amount of
            bonus deferred in the Participant's Deferral Election is of the
            total amount deferred in the Participant's Deferral Election.

3.    Restriction Period.

      The Restriction Period under this 2006 Management Stock Purchase Plan (US)
(the "Agreement") shall be the three-year period commencing on March 15, 2006
and ending on March 14, 2009.

4.    Dividend Equivalents.

      If the Company declares a cash dividend on Shares, the Participant shall
be credited with dividend equivalents as of the payment date for the dividend
equal to the amount of the cash dividend per Share multiplied by the Restricted
Stock Units credited to the Participant under Section 2(b) as of the record
date. Dividend equivalents shall be credited to a notional account established
for the Participant ("Dividend Equivalent Account"). Interest shall be credited
to the Participant's Dividend Equivalent Account, compounded monthly, until
payment of such account to the Participant. The rate of such interest shall be
the prime rate of interest as reported by the Midwest edition of The Wall Street
Journal for the second business day of each quarter on an annual basis.

5.    Timing and Form of Payout.

      Except as provided in Sections 6, 7 or 8, after the end of the Restriction
Period, the Participant shall be entitled to receive a number of Shares equal to
the number of Restricted Stock Units credited to the Participant under Section
2(b) and a cash payment equal to the amount credited to the Participant's
Dividend Equivalent Account under Section 4. Delivery of such Shares shall be
made as soon as administratively feasible after the end of the Restriction
Period or such later date as may have been elected by the Participant under
Section 9. Delivery of the cash payment of any amount credited to the
Participant's Dividend Equivalent Account shall be made as soon as
administratively feasible after the end of the Restriction Period.

                                       2
<PAGE>

6.    Termination of Employment Due to Death, End of Service or Disability.

      (a)   Before March 15, 2006.

            A Participant who ceases to be an employee prior to March 15, 2006
            by reason of death, End of Service or Disability shall be terminated
            from the Plan, and his Deferral Election shall be cancelled. Any
            base salary earned but not paid due to the Participant's Deferral
            Election shall be paid to the Participant (or in the case of the
            Participant's death, the Participant's beneficiary) in cash as soon
            as administratively feasible after his termination of employment.

      (b)   After March 14, 2006 but Before January 1, 2007.

            If the Participant ceases to be an employee after March 14, 2006 but
            prior to January 1, 2007 by reason of death, End of Service or
            Disability, the Participant (or in the case of the Participant's
            death, the Participant's beneficiary) shall be entitled to receive a
            number of Shares equal to the sum of (i) and (ii):

(i) the number of Salary Restricted Stock Units credited to the Participant
under Section 2(c) multiplied by a fraction, the numerator of which is the
number of full pay periods in the period beginning on January 1, 2006 and ending
on the date the Participant ceases to be an employee and the denominator of
which is 24; and

(ii) the number of Bonus Restricted Stock Units credited to the Participant
under Section 2(c).

      (c)   After December 31, 2006.

            If the Participant ceases to be an employee after December 31, 2006
            but prior to the end of the Restriction Period by reason of death,
            End of Service or Disability, the Participant (or in the case of the
            Participant's death, the Participant's beneficiary) shall be
            entitled to receive a number of Shares equal to the number of
            Restricted Stock Units credited to the Participant under Section
            2(b) and a cash payment equal to the Participant's Dividend
            Equivalent Account under Section 4.

      (d)   Beneficiary.

            Any distribution made with respect to a Participant who has died
            shall be paid to the beneficiary designated by the Participant
            pursuant to Article 11 of the Plan to receive the Participant's
            Shares and any cash payment under this Agreement. If the
            Participant's beneficiary predeceases the Participant or no
            beneficiary has been designated, distribution of the Participant's
            Shares and any cash payment shall be made to the Participant's
            surviving spouse and if none, to the Participant's estate.

                                       3
<PAGE>

      (e)   End of Service.

            An employee's "End of Service" means his or her retirement after
            attaining age 55 and completing ten years of service (as defined in
            the Lear Corporation Pension Plan, regardless of whether the
            employee participates in such plan).

7.    Involuntary Termination Other Than For Cause.

      (a)   Before March 15, 2006.

            A Participant whose employment involuntarily terminates other than
            for Cause or for any reason described in Section 6 prior to March
            15, 2006 shall be terminated from the Plan, and his Deferral
            Election shall be cancelled. Any base salary earned but not paid due
            to the Participant's Deferral Election shall be paid to the
            Participant in cash as soon as administratively feasible after his
            termination of employment.

      (b)   After March 14, 2006 but Before January 1, 2007.

            A Participant whose employment involuntarily terminates other than
            for Cause or for any reason described in Section 6 after March 14,
            2006 but prior to January 1, 2007 shall be entitled to receive a
            number of Shares equal to the sum of (i), (ii), (iii) and (iv):

            (i)   the number of Salary Restricted Stock Units credited to the
                  Participant under Section 2(c) multiplied by a fraction, the
                  numerator of which is the number of full pay periods in the
                  period beginning on January 1, 2006 and ending on the date the
                  Participant ceases to be an employee, and the denominator of
                  which is 24, multiplied by a fraction, the numerator of which
                  is the number of full months in the period beginning on March
                  15, 2006 and ending on the date the Participant ceases to be
                  an employee (the "Elapsed Months"), and the denominator of
                  which is 36; and

            (ii)  the number of Bonus Restricted Stock Units credited to the
                  Participant under Section 2(c) multiplied by a fraction, the
                  numerator of which is the Elapsed Months, and the denominator
                  of which is 36; and

            (iii) the lesser of:

                  (A)   the quotient of (i) the total amount of base salary
                        deferred in the Participant's Deferral Election
                        multiplied by a fraction, the numerator of which is the
                        number of full pay periods in the period beginning on
                        January 1, 2006 and ending on the date the Participant
                        ceases to be an employee, and the denominator of which
                        is 24, multiplied by a fraction, the numerator of which
                        is 36 minus the Elapsed Months, and the denominator of
                        which is 36, divided by (ii) the Fair Market Value of a
                        Share on the date the Participant ceases to be an
                        employee, or

                                       4
<PAGE>

                  (B)   the number of Salary Restricted Units determined under
                        Section 2(c) multiplied by a fraction, the numerator of
                        which is the number of full pay periods in the period
                        beginning on January 1, 2006 and ending on the date the
                        Participant ceases to be an employee, and the
                        denominator of which is 24, multiplied by a fraction,
                        the numerator of which is 36 minus the Elapsed Months,
                        and the denominator of which is 36; and

            (iv)  the lesser of:

                  (A)   the quotient of (i) the amount of bonus deferred in the
                        Participant's Deferral Election multiplied by a
                        fraction, the numerator of which is 36 minus the Elapsed
                        Months, and the denominator of which is 36, divided by
                        (ii) the Fair Market Value of a Share on the date the
                        Participant ceases to be an employee, or

                  (B)   the number of Bonus Restricted Stock Units determined
                        under Section 2(c) multiplied by a fraction, the
                        numerator of which is 36 minus the Elapsed Months, and
                        the denominator of which is 36.

      (c)   After December 31, 2006.

            A Participant whose employment involuntarily terminates other than
            for cause or for any reason described in Section 6 after December
            31, 2006 but prior to the end of the Restriction Period shall be
            entitled to receive a number of Shares equal to the sum of (i) and
            (ii):

                  (i) the number of the Restricted Stock Units credited to the
Participant under Section 2(b) multiplied by a fraction, the numerator of which
is the Elapsed Months, and the denominator of which is 36, and

                  (ii) the lesser of:

                  (A)   the quotient of (i) the total amount deferred in the
                        Participant's Deferral Election multiplied by a
                        fraction, the numerator of which is 36 minus the Elapsed
                        Months, and the denominator of which is 36, divided by
                        (ii) the Fair Market Value of a Share on the date the
                        Participant ceases to be an employee, or

                  (B)   the number of Restricted Stock Units determined under
                        Section 2(b) multiplied by a fraction, the numerator of
                        which is 36 minus the Elapsed Months, and the
                        denominator of which is 36.

8.    Termination of Employment for Any Other Reason.

      (a)   Before March 15, 2006.

            A Participant whose employment terminates for any reason other than
            those described in Sections 6 and 7 prior to March 15, 2006 shall be
            terminated from

                                       5
<PAGE>

            the Plan, and his Deferral Election shall be cancelled. Any base
            salary earned but not paid due to the Participant's Deferral
            Election shall be paid to the Participant in cash as soon as
            administratively feasible after his termination of employment.

      (b)   After March 14, 2006 But Before January 1, 2007.

            A Participant whose employment terminates for any reason other than
            those described in Sections 6 and 7 after March 14, 2006 but prior
            to January 1, 2007 shall be entitled to receive a number of Shares
            equal to the sum of (i) and (ii):

(i)   the lesser of:

                  (A)   the quotient of (i) the amount of base salary the
                        Participant elected to defer in the Participant's
                        Deferral Election multiplied by a fraction, the
                        numerator of which is the number of full pay periods in
                        the period from January 1, 2006 to the date the
                        Participant ceases to be an employee, and the
                        denominator of which is 24, divided by (ii) the Fair
                        Market Value of a Share on the date the Participant
                        ceases to be an employee, or

                  (B)   the number of Salary Restricted Stock Units credited to
                        the Participant under Section 2(c) multiplied by a
                        fraction, the numerator of which is the number of full
                        pay periods in the period from January 1, 2006 to the
                        date the Participant ceases to be an employee, and the
                        denominator of which is 24; and

(ii)  the lesser of:

            (A)   the amount of bonus deferred in the Participant's Deferral
                  Election divided by the Fair Market Value of a Share on the
                  date the Participant ceases to be an employee, or

            (B)   the number of Bonus Restricted Stock Units credited to the
                  Participant under Section 2(c).

      (c)   After December 31, 2006.

            A Participant whose employment terminates for any reason other than
            those described in Sections 6 and 7 after December 31, 2006 but
            prior to the end of the Restriction Period shall be entitled to
            receive a number of Shares equal to the lesser of: the total amount
            deferred in the Participant's Deferral Election divided by the Fair
            Market Value of a Share on the date the Participant ceases to be an
            employee; or (ii) the number of Restricted Stock Units credited to
            the Participant under Section 2(b).

9.    Election to Defer Beyond Restriction Period.

      The Participant may elect to defer delivery of any or all Shares due to
Participant hereunder to a date after the Restriction Period expires by properly
filing with the Committee a

                                       6
<PAGE>

timely irrevocable deferral election that complies with Code Section 409A and
such other requirements as may be established by the Committee. In his or her
election to defer, the Participant may choose between deferral to a particular
calendar year, or to the year following his or her termination of employment,
but in no event may the Participant defer delivery of a Share more than ten
years beyond the expiration of the Restriction Period under Section 3. If a
Participant terminates employment with the Company and all Affiliates for any
reason other than End of Service (i) after the Restriction Period expires and
(ii) before the calendar year specified in a deferral election, then he or she
will be deemed to have elected to defer delivery to the calendar year following
his or her termination of employment. In addition, if the Participant dies while
employed with the Company or any Affiliate, any Shares remaining to be paid in
respect of this Agreement will be paid to his or her beneficiary designated
under the Plan as soon as practicable, regardless of any outstanding election to
defer. Shares whose receipt is deferred under this Section 9 will be delivered
on or about March 15 of the year to which they were deferred.

10.   Assignment and Transfers.

      The rights and interests of the Participant hereunder may not be assigned,
encumbered or transferred except, in the event of the death of the Participant,
by will or the laws of descent and distribution.

11.   Withholding Tax.

      The Company and any Affiliate shall have the right to retain Shares that
are distributable to the Participant hereunder to the extent necessary to
satisfy any withholding taxes, whether federal, state or local, triggered by the
distribution of Shares under this Agreement.

12.   No Limitation on Rights of the Company.

      The grant hereunder shall not in any way affect the right or power of the
Company to make adjustments, reclassification, or changes in its capital or
business structure, or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any part of its business or assets.

13.   Plan, Terms and Conditions and Deferral Election Not a Contract of
      Employment.

      Neither the Plan, the Terms and Conditions, nor the Deferral Election is a
contract of employment, and no terms of employment of the Participant shall be
affected in any way by the Plan, the Terms and Conditions, the Deferral Election
or related instruments except as specifically provided therein. Neither the
establishment of the Plan, the Terms and Conditions, nor the Deferral Election
shall be construed as conferring any legal rights upon the Participant for a
continuation of employment, nor shall they interfere with the right of the
Company or any Affiliate to discharge the Participant and to treat Participant
without regard to the effect that such treatment might have upon Participant as
a Participant.

14.   Participant to Not Have Rights as a Stockholder.

      The Participant shall not have rights as a stockholder with respect to any
Shares subject to the Deferral Election prior to the date on which he or she is
recorded as the holder of such Shares on the records of the Company.

                                       7
<PAGE>

15.   Notice.

      Any notice or other communication required or permitted hereunder shall be
in writing and shall be delivered personally, or sent by certified, registered
or express mail, postage prepaid. Any such notice shall be deemed given when so
delivered personally or, if mailed, three days after the date of deposit in the
United States mail, in the case of the Company to 21557 Telegraph Road,
Southfield, Michigan, 48034, Attention: General Counsel and, in the case of the
Participant, to its address set forth in the Deferral Election or, in each case,
to such other address as may be designated in a notice given in accordance with
this Section.

16.   Governing Law.

      This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of Michigan, determined without regard to its
conflict of law rules.

17.   Plan Document Controls.

      Any term capitalized herein but not defined shall have the meaning set
forth in the Lear Corporation Long-Term Stock Incentive Plan (the "Plan"). The
rights herein granted are in all respects subject to the provisions set forth in
the Plan to the same extent and with the same effect as if set forth fully
herein. In the event that the terms set forth herein conflict with the terms of
the Plan document, the Plan document shall control.

18.   Code Section 409A

      Notwithstanding any other provision herein, this Agreement is intended to
comply with Code Section 409A and shall at all times be interpreted and
administered in accordance with such intent. To the extent that any provision of
the Agreement violates Code Section 409A, such provision shall be automatically
reformed, if possible, to comply with Code Section 409A or stricken from the
Agreement.

                                       8