a5809045ex10_15.htm


    
      Exhibit
10.15

      
         

        ENGLISH
TRANSLATION FOR INFORMATION PURPOSES ONLY

      

       

      SETTLEMENT
AGREEMENT

      


      


      BETWEEN THE
UNDERSIGNED

      


      Autoliv France, société en nom collectif with
a share capital of 26,455,000 euros, the registered office of which is located 2
rue Villaret de Joyeuse, 75017 Paris, registered with the Paris Companies
Register under number 622 009 918, represented by Mr. Lars Sjöbring, in his
capacity as General Counsel, duly empowered,

      


      Hereinafter
referred to as "Autoliv
France"

      


      AND:

      


      Autoliv, Inc, company organized under
the laws of Delaware, the registered office of which is located World Trade
Center, Klarabergsviadukten 70, Sec E, Box 70381, 107 24 Stockholm, Sweden,
represented by Mr. Lars Sjöbring, in his capacity as General
Counsel,

      


      Hereinafter
referred to as "Autoliv
Inc",

       

      OF THE
FIRST PART

      


      AND:

      


      Mr. Benoît Marsaud, residing
at [xxx], a French national, registered with the social security bodies under
number [xxx],

      


      Hereinafter
referred to as "Mr.
Marsaud"

       

      OF THE OTHER
PART

      


      


      
        ENGLISH
TRANSLATION FOR INFORMATION PURPOSES ONLY



      


      


      


      RECITALS

      


      Mr. Marsaud was
hired by the Autoliv group, the first employment relationship being within
Klippan France SA as Product manager, under an indefinite term employment
contract dated 7 January 1980.

      


      Mr. Marsaud's
career then evolved within the group, and resulted in him working within a
number of subsidiaries, in various different European countries, taking on
various different duties.

      


      As from 1 May
1996, Mr. Marsaud was recruited by Autoliv France to the position of Industrial
director, a management role, position III C in the grid provided by the
Metallurgy collective bargaining agreement, with a basic fixed salary of
1,225,000 FRF (186,750 euros), on top of which he was also entitled to a
variable remuneration on the basis of objectives. The said employment contract,
formalized on 10 October 1996, referring to Mr. Marsaud's sole
position  as employee within the group, expressly provided for the
continuation of his length of service as from 7 January 1980, in addition to a
contractual termination indemnity and notice period as well as a covenant not to
compete for a period of 12 months following termination.

      


      On the basis of
two contractual documents executed on 30 March 2005 between Autoliv Inc on
behalf of Autoliv France, and Mr. Marsaud, the latter was granted firstly a
specific indemnity in the event of a change of control of the group, and
secondly, in the absence of change of control of the group, a termination
indemnity replacing that provided in the aforementioned contract dated 10
October 1996, as well as the payment of a notice period of 18
months.

      


      An addendum dated
1 May
2005, to the employment contract of 10 October 1996, executed between Mr.
Marsaud and Autoliv Inc on behalf of Autoliv France, provided for an additional
retirement scheme.

      


      This provision,
which could not enter into force, was replaced as agreed by the parties, by a
retainer bonus, which would be paid to Mr. Marsaud if he were still member of
group management in 2010. The parties' agreement on this point was
formalized by an addendum signed in the same conditions by Autoliv Inc and Mr.
Marsaud, dated 25 May 2007.

      


      Mr. Marsaud was
promoted to the position of Chief Operating Officer as of 1 September
2006.

      


      Mr. Marsaud was
further granted the benefit of stock option and Restricted Stock Unit
plans.

      


      An addendum was
executed between Autoliv France and Mr. Marsaud on 30 April 2008, under which
the parties intended to clarify firstly the scope of their previous agreements,
confirming that the retainer bonus had indeed replaced the additional
retirement scheme, and secondly  that this retainer bonus would
only be due to Mr. Marsaud if he were still member of group management on 30
April 2010, i.e. if he had not either presented his resignation or been notified
of his dismissal on any grounds, prior to this date.

      


      Given the
significant differences of opinion between Mr. Marsaud, and Autoliv France and
Autoliv Inc regarding the group's strategic direction, which clearly resulted in
more and more distinct operational, it was therefore decided to modify Mr.
Marsaud duties, in particular those of Chief Operating Officer as from 18 July
2008, and to assign him to the role of Director of special projects, within the
scope of his position as Industrial director.

       

      
        ENGLISH
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      This decision was
announced on this same date of 18 July 2008 within the group.

      


      Mr. Marsaud's
collective bargaining agreement position and remuneration remained identical, it
being noted that the strategic matters entrusted to him required a high level of
expertise and considerable knowledge of the group, and particularly of Autoliv
France.

      


      However,
immediately following the announcement of this change of duties, Mr. Marsaud
informed the company of his refusal of this decision, indicating that this would
result in a change in his position, and therefore a change to his employment
contract. He therefore made it clear that he would forcibly refuse to carry out
the duties of Director of special projects, and that he wished to retain his
contractual duties, noting that he had obtained very good results in his
position as Industrial director. He added that he had acted normally in his
position as management executive by sharing his vision of the strategy to be
implemented, having in mind the interests of the group.

      


      As a result, he
categorically refused to carry out the role of Director of special
projects.

      


      Autoliv France
considering that this was merely an adaptation of his duties, those that it
intended to entrust to him being perfectly coherent with his qualification and
professional experience, it indicated to Mr. Marsaud that it considered his
refusal as a fault, and that it therefore had no choice but to consider his
dismissal.

      


      Mr. Marsaud was
therefore invited to a preliminary meeting regarding his envisaged dismissal
scheduled on 29 July 2008, by a hand-delivered letter with proof of receipt
dated 24 July 2008.

      


      At this
preliminary meeting, which was held in the Autoliv France offices, and at which
Mr. Marsaud chose not to be assisted, he was informed, in line with the
provisions of article L 1232-2 of the Labor code, of the grounds for the
envisaged decision. His comments were also noted.

      


      Mr. Marsaud was
dismissed on the grounds specified in the termination letter sent to him by
registered post with proof of receipt on 30 July 2008, presented on 31 July
2008, i.e.:

      


      « Over
recent months, we have been faced with fundamental differences of opinion
between you and the company regarding the group's strategic direction, which has
resulted in more and more distinct difficulties damaging the proper running of
the company.

      


      As
a result, after a number of discussions, we were required to modify your duties,
in assigning you the tasks of director of special projects within the scope of
your position as industrial director.

      


      This
change in your tasks did not result in any modification of your remuneration,
category, level or coefficient, as you remained a management executive, the
duties you were entrusted with requiring considerable expertise, which could
therefore only be given to an experienced person with in depth knowledge of our
company and our group.

       

      
        ENGLISH
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      You
refused to carry out this new assignment however, despite them being entrusted
to you in the scope of our managerial authority, arguing that in your view, this
resulted in your demotion, and therefore a unilateral modification of your
employment contract and your responsibilities.

      


      Given
the reasons which led us to modify your duties, we announced this change in
duties both within the group and externally, reiterating to you that this was by
no means a demotion, your collective bargaining agreement positioning and
remuneration remaining strictly unchanged. We further insisted on the high level
of responsibilities that you would retain.

      


      You
continued to categorically refuse to carry out the role of director of special
projects however, openly challenging our managerial authority.

      


      We therefore had no choice, after
having further tried to reason with you, to bring an end to this situation in
order to preserve the interests of our company.»

      


      Mr. Marsaud's most
recent monthly gross salary amounted to 34,615 euros, on top of which he was
eligible for a variable remuneration on the achievement of
objectives.

      


      As soon as he
received his termination letter, Mr. Marsaud informed Autoliv France as well as
Autoliv Inc, in particular through his counsel, that he firstly disputed the
procedure followed, with respect to the applicable statutory provisions and
those defined by the collective bargaining agreement, and further, the grounds
for the measure, on the merits.

      


      He stated that,
far from having committed any fault in performing his work, he simply refused
the unilateral modification of his position, indicating that the new position as
Director of special projects, despite the fact that his salary and position
within the collective bargaining agreement were to be maintained, would result
in a unilateral modification of his employment contract, constituting a
demotion.

      


      In this respect,
he stated that his responsibilities were no longer related to those inherent to
his contractual duties, this being clear, particularly from the fact that he no
longer had any employees under his responsibility, and that he was no longer
member of management bodies, further made worse due to the fact that the
assignments he was entrusted with were in fact vague and lacked veritable
substance.

      


      He further
insisted on the conditions under which this modification of his duties was
imposed on him and announced within the group and externally, this having placed
him in a particularly uncomfortable position.

      


      Mr. Marsaud
believed as a result that his dismissal, after a significant number of years
service within the group, was not based on genuine or proper grounds, and he
therefore requested compensation for the financial and psychological damage he
believed that he had suffered as a result of this measure and its sudden
effect.

       

      
        ENGLISH
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      Mr. Marsaud
indicated that this measure would damage his reputation both vis-à-vis his
professional and family circle.

      


      Furthermore, he
indicated that his means of subsistence would be necessarily troubled as a
result of the difficulties he would have in finding a similar job particularly
in the current context of the employment market, and given his age.

      


      Autoliv France and
Autoliv Inc indicated to Mr. Marsaud that they confirmed purely and simply the
express grounds stipulated in the dismissal letter sent to him, highlighting his
attitude opposing management which was not acceptable from an executive of his
level. In this respect, they confirmed that the modification of his duties had
been decided in the interests of the group and in the scope of the employer's
management authority, respecting his qualification and level of responsibility.
As a result, they indicated that there had been no modification of his
employment contract.

      


      Finally, with
respect to the procedure followed, Mr. Marsaud was informed that it had been
respected, and that he had had the opportunity to present his own explanations
on a number of occasions.

      


      Each of the
parties maintained their position, therefore in disagreement over the financial
consequences of the termination of the employment contract and the conditions
under which it arose.

      


      However, the
parties continued their contact through their respective counsel, in an attempt
to find a mutual solution to the dispute.

      


      After
further discussions, the parties, assisted by their respective counsel decided,
having noted the precise extent of their dispute, both with respect to the
grounds and the circumstances of the termination of their contractual relations,
and all its financial consequences, with full knowledge of their respective
rights, decided to make reciprocal concessions and end their dispute on the
basis of an irrevocable settlement agreement, the terms of which are as
follows.

      


      


      


      IRREVOCABLE SETTLEMENT
AGREEMENT

      


      


      ARTICLE
1:

      


      Autoliv France
maintains its position that Mr. Marsaud's dismissal was based on the grounds
previously mentioned included in the dismissal letter dated 30 July 2008, but,
without challenging the grounds of this dismissal, it accepts, as a concession,
on the basis of the prejudice alleged by Mr. Marsaud, to pay him a lump sum definitive and global
settlement indemnity of one million five hundred and twenty five thousand
(1,525,000) euros gross, fully subject to social security contributions given
the current legal provisions on this matter.

       

      
        ENGLISH
TRANSLATION FOR INFORMATION PURPOSES ONLY



      The net amount of
the aforementioned settlement indemnity therefore amounts, after deduction of
all employee social security contributions, to one million three hundred and
ninety five thousand, three hundred and ninety four euros and fifty eight cents
(1,,395,394.58 euros).

      


      The net amount of
this LUMP SUM DEFINITIVE AND GLOBAL SETTLEMENT INDEMNITY amounting to one
million three hundred and ninety five thousand, three hundred and ninety four
euros and fifty eight cents (1,,395,394.58 euros) is therefore paid to Mr.
Marsaud by bank wire, half payable within 48 hours at the latest, and the
remainder on 31 January 2009.

      


      Mr. Marsaud
confirms definitive receipt of this sum.

      


      This LUMP SUM
DEFINITIVE and GLOBAL SETTLEMENT INDEMNITY shall be considered as
damages.

      


      ARTICLE
2:

      


      The contractual
notice period of 18 months shall commence on 1 August 2008 and end on 30 January
2010.

      


      In this respect,
it is agreed that Mr. Marsaud shall work the period of this notice from 1 August
2008 to 31 December 2008, being paid on usual pay dates. During this time he
shall fulfill the role of Director of special projects.

      


      It is noted that,
Mr. Marsaud having requested not to work his notice period beyond 31 December
2008, this request having been accepted by Autoliv France, his employment
contract shall definitively terminate as of 31 December 2008. On this date he
will be removed from the payroll, and no further sums shall be paid to him, in
particular with respect to the period from 1 January 2009 to 31 January 2010,
ultimately not worked at his request.

      


      With respect to
the notice period worked from 1 August 2008 to 31 December 2008, Mr. Marsaud
shall receive the gross sum of 190,382.00 euros, including half of his 13th month
entitlement. This sum shall be paid on a monthly basis, on ordinary pay dates,
after social security contributions have been withheld at the rates in force.
The sum of 19,038.20 euros gross related to annual leave on this period shall be
paid to him by wire transfer on 31 January 2009, after social security has been
withheld at the rates in force.

      


      ARTICLE
3:

      


      It is expressly
agreed that the non compete obligation binding Mr. Marsaud, for a period of 12
months, which Mr. Marsaud undertakes to scrupulously respect until its term,
shall commence as of 1 August 2008 to terminate on 31 July 2009.

      


      The parties
expressly agree that during the period from 1 August 2008 to 31 December 2008,
Mr. Marsaud shall be paid as usual, and he waives his rights, given the sums
obtained as a result of the present settlement agreement, to the financial
consideration for the non compete clause from 1 January 2009 to 31 July
2009.

       

      
        ENGLISH
TRANSLATION FOR INFORMATION PURPOSES ONLY

        


      

      ARTICLE
4:

      


      On the date of
termination of the employment contract between the parties, Autoliv undertakes
to pay the following sums to Mr. Marsaud:

      


      (a) Payment in lieu of annual leave
intended to settle the balance of rights acquired by Mr. Marsaud in this
respect as of 31 December 2008, further to deduction of annual leave accrued
during the notice period referred to in article 2 above.

      


      The amount due
shall be calculated on 31 December 2008, taking into account the annual leave
that may have been taken before this date. This sum shall be paid to Mr. Marsaud
on 31 January 2009.

      


      (b) Collective bargaining agreement
severance indemnity corresponding to Mr. Marsaud's length of service
calculated, in line with the contractual documents, as from 7 January 1980, i.e.
the total sum of 1,268,874 (one million two hundred and sixty eight thousand,
eight hundred and seventy four) euros. This sum is paid to Mr. Marsaud within 48
hours at the latest, in advance as an additional concession, by bank
wire.

      


      Mr. Marsaud
confirms definitive receipt of this sum.

      


      


      


      ARTICLE
5:

      


      As an additional
concession, Autoliv Inc further accepts to bear the fees incurred by Mr. Marsaud
for the purposes of his representation by counsel, Maître Alexandre Khanna up to
15,000 (fifteen thousand) euros. Autoliv Inc shall pay the invoice sent to it by
the latter directly, up to the aforementioned maximum sum.

      


      As a final
concession, Autoliv France accepts to allow Mr. Marsaud to benefit from the
company vehicle, covering all related expenses (insurance, maintenance) until 31
January 2010.

      


      This vehicle being
considered as a benefit in kind, it shall be declared as such and subject to
social security contributions. The sum total of this benefit in kind is valued
at 6,000 (six thousand) euros gross.

      


      With respect to
this vehicle, Mr. Marsaud shall have the possibility either to express his wish
by 31 December 2008 to retain the vehicle until 31 January 2010, in which case
the sum of  6,000 euros gross shall be deducted from the total
settlement indemnity referred to in article 1 above and payable on 31 January
2009, or not to express any such wish, therefore returning the vehicle to
Autoliv France on or before 31 December 2008.

      


      Mr. Marsaud shall
therefore return the vehicle to Autoliv France in good working order either on
31 December 2008 or on 31 January 2010.

       

      
        ENGLISH
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      ARTICLE
6:

      


      It is reiterated
that Mr. Marsaud received a sum of 85,000 euros gross as payment of his variable
remuneration corresponding to 2008. This sum was paid to him in July 2008 and
covers his entire rights in this respect for the year 2008. Mr. Marsaud
expressly acknowledges this.

      


      It is expressly
agreed that Mr. Marsaud, who, as agreed between the parties, shall not continue
to work after 31 December 2008, shall not be entitled to or receive any variable
remuneration on the basis of years post 2008.

      


      ARTICLE
7:

      


      As a result of the
present agreement and the payment of sums referred to in articles 1, 2 and 4
above, which he fully accepts. Mr. Marsaud, who further accepts that all sums
which he could claim in respect to his entire employment and work within Autoliv
France, Autoliv Inc and any other company of the Autoliv group, expressly and
irrevocably undertakes to waive his rights, claims, legal action of any nature
against or in relation to Autoliv France, Autoliv Inc and any other company of
the Autoliv group, with respect to:

      


      
        	
                -  

              	
                the
      performance of his employment contract, in particular salary, contractual
      bonuses, overtime, compensatory rest, variable remuneration, annual leave,
      RTT (time off in lieu) days, days off, indemnities, additional pension,
      retention bonus, RSUs, stock options, damages covering any prejudice such
      as those with respect to bullying, discrimination,
  etc.);

              


      

      


      
        	
                -  

              	
                the
      termination of his employment contract (in particular contractual and
      collective bargaining agreement termination indemnities, payment in lieu
      of notice and outstanding annual leave, and damages on the basis of the
      grounds for dismissal and the procedure followed, payment under the
      Individual Training Right etc.)

              


      

      


      
        	
                -  

              	
                the
      performance and termination of any corporate office within any group
      company

              


      

      


      Mr. Marsaud
therefore waives any claim of legal action filed or pending against Autoliv
France, Autoliv Inc, and any company of the Autoliv group or any members of
management, the origin or subject of which would be related to the performance
or termination of his employment contract or corporate offices, and more
generally related to any de facto or de jure relationship which may ever have
existed between the parties.

      


      The entire present
clause is essential, because without its drafting and acceptance by Mr. Marsaud,
the present agreement would not have been accepted.

       

      
        ENGLISH
TRANSLATION FOR INFORMATION PURPOSES ONLY

        




      ARTICLE
8:

      


      The parties
declare that they have been assisted by their respective counsel, and that they
are fully aware and informed of their rights and obligations, as well as the
social security and tax consequences on the sums referred to in the present
settlement agreement as well as their implication in terms of unemployment
benefits.

      


      ARTICLE
9:

      


      The parties agree
that the present settlement agreement shall remain confidential, and may not be
disclosed to any third party without the express authorization of the other
party, with the exception of the tax administration, social security and
unemployment bodies (ASSEDIC, URSSAF...), any controlling authority, the courts in
the event that they so request, or by Autoliv France and Autoliv Inc in the
scope of their reporting obligation to the US Securities Exchange
Commission.

      


      ARTICLE
10:

      


      The parties
undertake reciprocally to abstain from any action, declaration, affidavit or
statement which could damage the reputation or interests of the other party, any
other company of the Autoliv group or any members of its management, in
particular in relation to any procedure before any courts or
tribunals.

      


      ARTICLE
11:

      


      The present
agreement, as mutually agreed between the parties, is executed within the scope
of articles 2044 et seq. of the Civil Code. It therefore represents “Res
Judicata” between the parties, and cannot be countered on the basis of error in
law or absence of consideration.

      


      The parties
expressly waive their rights to claim under articles 2053 and 2054 of the Civil
Code, the terms of which do not apply to the agreement negotiated and executed
between them.

      


      As a result of the
above, the parties mutually and definitively accept without reserve to discharge
each other from any obligations, subject to all the commitments referred to
above have been respected.

      


      ARTICLE
12:

      


      The parties
undertake to perform all obligations under the present settlement agreement in
good faith and without reserve, and agree that in the event that one of the
parties does not respect its obligations, it would be liable for damages payable
to the other party under the terms of general common law.

      


      Executed in PARIS
on

      


      In duplicate, one
for each of the parties

      


      
        ENGLISH
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                  Mr. Marsaud
      (1)

                	
                  For Autoliv
      France and Autoliv Inc

                
	 
      	
                  Lars
      Sjöbring (1)

                
	 
      	
                  Acting in
      his capacity as General Counsel, authorized to sign the present
      agreement

                


        

      

      


      


      


      


      


      


      


      


      


      


      _________________________________________________________________

      (1) The parties
must hand-write the following prior to signing: « Lu et approuvé
sans réserve ni contrainte- Bon pour transaction irrévocable et définitive et
renonciation à toute instance et action ». The parties shall also
initial each page of the agreement.