exv10w1







Exhibit 10.1




BorgWarner Inc.

Amended and Restated 2004 Stock Incentive Plan

Performance Units Award Agreement




     You have been selected to receive a Performance Units Award under the BorgWarner Inc. Amended
and Restated 2004 Stock Incentive Plan (the “Plan”), as specified below:



Participant:                                         




Address:                                                             





	A.	 	Maximum Number of Performance Units Earnable Hereunder:                     
	 
	B.	 	Performance Period:[ January 1, 20___to December 31, 20___]
	 
	C.	 	Performance Measure: [e.g., performance based on earnings before or after taxes (including
earnings before interest, taxes, depreciation and amortization); net or operating income;
earnings per share; expense reductions; return on investment; combined net worth; debt to
equity ratio; operating cash flow; return on total capital, equity or assets; total
stockholder return; or changes in the market price of the Company’s common stock]
	 
	D.	 	Performance Goal: [metrics applicable to performance measure(s) specified above]
	 
	E.	 	Performance Pool:                      Performance Units
	 
	F.	 	Participant’s Percentage of Pool: ___%





     THIS AGREEMENT, effective                     , 20___, represents the grant of Performance Units by
BorgWarner Inc., a Delaware corporation (the “Company”), to the Participant named above, pursuant
to the provisions of the Plan. All capitalized terms shall have the meanings ascribed to them in
the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:



     1. Performance Period. The Performance Period commences on January 1, 20___, and ends on
December 31, 20___, which is the 20___fiscal year of the Company.



     2. Value of Performance Units. Each Performance Unit shall represent and have a value equal to
$                    .



     3. Performance Units and Achievement of Performance Goal. The number of Performance Units
earned under this Agreement shall be equal to the following:



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[(Performance Goal Achieved) X (Specified Percentage ) X (Participant’s Percentage of
Pool) = Number of Earned Performance Units]


provided however, that the maximum number of Performance Units that may be earned hereunder is the
number of Performance Units set forth in Section A, above, and provided further that the number of
earned Performance Units determined under this Section 3 may be reduced by the Compensation
Committee pursuant to Section 5 hereof, in which case, the number of earned Performance Units shall
be such reduced number.



For purposes of this Award Agreement, the following terms have the meanings set forth below:




[Definition applicable to performance measure(s) and performance goal specified above]



“Participant’s Percentage of Pool” means the percentage set forth in Section F hereof.



     4. No Committee Discretion To Increase Award. The Committee shall have no discretion to
increase the number of Performance Units earned under this Agreement (or the amount payable with
respect thereto) in excess of the number of Performance Units determined under Section 3 hereof
(taking into consideration any pro rata adjustment in the event the Committee waives the
requirement that the Participant be employed by the Company through the end of the Performance
Period, as provided in Section 6 hereof but without regard to any reduction provided by Section 5
hereof).



     5. Committee Discretion to Reduce The Number of Performance Units. Notwithstanding anything
in this Agreement to the contrary, the Committee may, in its complete and sole discretion, reduce
the number of Performance Units determined under Section 3, including a reduction by the Committee
in the number of Performance Units earned to zero, so that no amounts shall be payable hereunder.
Whenever the Committee takes such action, the number of earned Performance Units determined under
Section 3 shall be such reduced number of Performance Units. Such a reduction, if any, may be
based upon such considerations as the Committee shall determine in its complete and sole
discretion.



     6. Termination Provisions. Except as provided in Section 11(a) of this Agreement and in the
next paragraph, a Participant shall be eligible for payment of earned Performance Units, as
specified in Section 3, only if the Participant’s employment with the Company continues through the
end of the Performance Period.



     If a Participant suffers a Disability, dies, is terminated involuntarily without Cause during
the Performance Period, or in the event of the Participant’s Retirement during the Performance
Period, the Committee, in its sole discretion, may waive the requirement that the Participant be
employed by the Company through the end of the Performance Period. In such a case, the Participant
(or in the event of the Participant’s death, the Participant’s beneficiary) shall be eligible for
all or that proportion of the number of Performance Units earned under Section 3 (determined at the
end of the Performance Period and based on actual results) that his number of full months of
participation during the Performance Period bears to the total number of months in the Performance
Period. In the event that the Committee exercises its discretion under this paragraph, the
Committee shall have no discretion to increase the amount of the cash payment in settlement of the
Performance Units in excess of the cash payable for the pro rata number of earned Performance
Units, as such earned Performance Units are determined under Section 3 hereof and subject to
Section 4 hereof.



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     In the event of the Participant’s Termination of Employment for Cause or voluntary Termination
of Employment during the Performance Period, or if the Committee does not exercise its discretion
to waive the requirement that the Participant be employed by the Company through the end of the
Performance Period, then in the event of the Participant’s Termination of Employment by reason of
the Participant’s death, Disability, involuntary termination without Cause, or Retirement prior to
the close of the Performance Period, the Participant shall forfeit this entire award, with no
payment to the Participant. The Participant’s transfer of employment to the Company or any
Subsidiary from another Subsidiary or the Company during the Performance Period shall not
constitute a Termination of Employment.



     7. Amount, Form and Timing of Payment of Performance Units. Following the close of the
Performance Period, the Committee shall determine and certify the number of Performance Units
awarded hereunder that shall have been earned. The aggregate value of such Performance Units shall
be determined and paid to the Participant in cash as soon as administratively practicable in the
year after the year in which the Performance Period ends, but in any event, no later than March 15
of the year following the year in which the Performance Period ends.



     8. Tax Withholding. The Company shall have the power and the right to deduct or withhold, or
require the Participant or beneficiary to remit to the Company, an amount sufficient to satisfy
federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld
with respect to any taxable event arising as a result of this Agreement.



     9. Nontransferability. Performance Units may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.



     10. Administration. This Agreement and the rights of the Participant hereunder are subject to
all the terms and conditions of the Plan, as the same may be amended from time to time, as well as
to such rules and regulations as the Committee may adopt for administration of the Plan. It is
expressly understood that the Committee is authorized to administer, construe, and make all
determinations necessary or appropriate to the administration of the Plan and this Agreement, all
of which shall be binding upon the Participant. Any inconsistency between the Agreement and the
Plan shall be resolved in favor of the Plan.



     11. Miscellaneous.




	 	(a)	 	Change in Control. As provided by Section 12 of the Plan, in
the event of a Change in Control, the restrictions applicable to the Performance
Units granted under this Agreement that remain outstanding as of the date of the
Change of Control shall lapse, the Performance Goal shall be deemed to have
achieved at target level, and all other terms and conditions shall be deemed to
have been satisfied. In the event that the Performance Period is shortened due to
a Change in Control, the amount of the Performance Units deemed earned shall be
prorated by multiplying the Target Number of Performance Units by a fraction, the
numerator of which is the actual number of whole months in the shortened
Performance Period and the denominator of which is the number of whole months in
the original Performance Period. Payment shall be made in cash within thirty (30)
days following the effective date of the Change in Control.




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	 	(b)	 	Notices. Any written notice required or permitted under this
Agreement shall be deemed given when delivered personally, as appropriate, either
to the Participant or to the Compensation Department of the Company, or when
deposited in a United States Post Office as registered mail, postage prepaid,
addressed, as appropriate, either to the Participant at his or her address set
forth above or such other address as he or she may designate in writing to the
Company, or to the Attention: Compensation Department, BorgWarner Inc., at its
headquarters office or such other address as the Company may designate in writing
to the Participant.
	 
	 	(c)	 	Failure To Enforce Not a Waiver. The failure of the Company to
enforce at any time any provision of this Agreement shall in no way be construed to
be a waiver of such provision or of any other provision hereof.
	 
	 	(d)	 	Governing Law. All questions concerning the construction,
validity and interpretation of this Agreement shall be governed by and construed
according to the internal law, and not the law of conflicts, of the State of
Delaware.
	 
	 	(e)	 	Provisions of Plan. The Performance Units provided for herein
are granted pursuant to the Plan, and said Performance Units and this Agreement are
in all respects governed by the Plan and subject to all of the terms and provisions
thereof, whether such terms and provisions are incorporated in this Agreement
solely by reference or expressly cited herein. If there is any inconsistency
between the terms of this Agreement and the terms of the Plan, the Plan’s terms
shall completely supersede and replace the conflicting terms of this Agreement.
	 
	 	(f)	 	Code section 162(m). It is intended that payments pursuant to
this Agreement to a Participant who is a “covered employee” within the meaning of
section 162(m) of the Internal Revenue Code constitute “qualified performance-based
compensation” within the meaning of section 1.162.27(e) of the Income Tax
Regulations. To the maximum extent possible, this Agreement and the Plan shall be
so interpreted and construed.
	 
	 	(g)	 	Year. All references to “year” in this Agreement refer to the
calendar year.
	 
	 	[(h) 	 	[If applicable] Contingent Upon Shareholder Approval. The
grant of the Performance Units represented by this Performance Units Award
Agreement is subject to, and contingent upon the approval of amended and restated
Plan by the Company’s shareholders at its 2009 annual meeting. If the Company’s
shareholders do not approve the Plan, this Performance Units Award Agreement and
the grant of Performance Units represented by this Agreement shall be void ab
initio and of no force and affect.]





     IN WITNESS WHEREOF, the Company has executed this Agreement in duplicate on the day and year
first above written.



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BORGWARNER INC.




By:                                         



The undersigned hereby accepts, and agrees to, all terms and provisions of the forgoing Agreement.




                                        





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