EX-10.22





 Exhibit 10.22 
 



 
 CLARIOS INTERNATIONAL LP 

EXECUTIVE LONG-TERM INCENTIVE PLAN 
  

	1.	 Introduction 



This Clarios International LP Executive Long-Term Incentive Plan (the “Plan”) has been adopted by the Board of Directors of
the general partner of Clarios International LP (the “Company”) effective as of January 1, 2020 (the “Effective Date”). Brookfield Capital Partners V L.P., together with its Affiliates
(“Brookfield”), owns 100% of the equity interests of the Company as at April 30, 2019 (the “Investment Date”). The purpose of the Plan is to attract and retain senior management of the Company, to incentivize
them to make decisions with a long term view and to motivate and influence behavior on their part that is consistent with maximizing value for the shareholders of the Company in a prudent manner. Capitalized terms not otherwise defined herein shall
have the meanings set forth in Section 7. 
  

	2.	 Plan Administration 



The Plan will be administered by Brookfield through its representatives on the Board of Directors of the Company. All determinations of the
value of the Incentive Pool and the Option Units (as hereinafter defined) will be made by Brookfield, in its sole discretion, and shall be final and binding on all Participants and their beneficiaries, including, without limitation, determinations
with respect to: (i) the terms of the Plan and any Option Units; (ii) the rights of any person under the Plan, or the meaning of requirements imposed by the terms of the Plan or award of Option Units; (iii) the calculation of any
amounts due under the Plan or in respect of Option Units; (iv) any acceleration of the vesting or payment of awards; (v) all questions of interpretation, fact, or other matters arising under the Plan; and (vi) resolving all disputes
under the Plan. Brookfield will have ultimate authority to make any required determinations and calculations under the Plan and for implementing any changes to the Plan. Brookfield’s determinations shall be binding and conclusive upon all
Participants and all other interested parties. No employee of Brookfield shall be liable for any action taken or determination made in good faith with respect to the Plan or any Option Units granted hereunder. 

 

	3.	 Plan Participants  



Brookfield has the authority to determine and designate from time to time any employee, officer, director or consultant of the Company or an
Affiliate to receive an award under the Plan (each a “Participant”). Brookfield shall determine the number of Option Units to be granted and the terms and conditions of such Option Units consistent with the terms of the Plan. In
selecting Participants, and in determining the awards, Brookfield shall consider any and all factors that it deems relevant or appropriate. At the time a Participant is granted an award under the Plan, Brookfield shall allocate to such Participant
General Option Units and/or Stretch Option Units (collectively, the “Option Units”), which shall represent a share in the General Incentive Pool and Stretch Incentive Pool, respectively. 

 

	4.	 Incentive Pool and Option Units 



(a) General Incentive Pool. Subject to vesting and other terms and conditions set forth herein, an award of General Option Units to a
Participant shall entitle such Participant to payment based on a share of the General Incentive Pool. The General Incentive Pool as a percentage of the Sale Proceeds may be increased in Brookfield’s sole discretion (as described in
Section 4(e)). In the event that, in connection with a Change in Control, Brookfield disposes of less than 100% of its ownership interest in the Company, the amount of the Sale Proceeds in excess of the Threshold Value shall be determined on a pro-rata basis 












 
by reference to the percentage of ownership interest disposed, as determined by Brookfield in its sole discretion. A Participant’s interest in the General Incentive Pool shall be expressed
in a number of notional unitary interests in the General Incentive Pool, as described in Section 4(c) (a “General Option Unit”). 

(b) Stretch Incentive Pool. Subject to vesting and other terms and conditions set forth herein, an award of Stretch Option Units to a
Participant shall entitle such Participant to payment based on a share of the Stretch Incentive Pool. The Stretch Incentive Pool as a percentage of the Sale Proceeds may be increased in Brookfield’s sole discretion (as described in
Section 4(e)). In the event that, in connection with a Change in Control, Brookfield disposes of less than 100% of its ownership interest in the Company, the amount of the Sale Proceeds in excess of the Stretch Threshold Value shall be
determined on a pro-rata basis by reference to the percentage of ownership interest disposed, as determined by Brookfield in its sole discretion. A Participant’s interest in the Stretch Incentive Pool
shall be expressed in a number of notional unitary interests in the Stretch Incentive Pool, as described in Section 4(d) (a “Stretch Option Unit”). 

(c) General Option Units. Each Participant that is allocated General Option Units will be allocated a number of General Option Units
which equate to a share in the General Incentive Pool. A total of 10,555,200 General Option Units are available for allocation to Participants, subject to any discretionary increases pursuant to Section 4(e). Each General Option Unit represents
a $10 notional interest in the General Incentive Pool, with the implied number of units outstanding in the Company’s overall profit pool equating to 293,200,000 (i.e., the General Incentive Pool equals 3.6% of the difference between the Sale
Proceeds and the Threshold Value). At any date of determination, each Participant’s percentage interest in the General Incentive Pool will equal the number of General Option Units granted to such Participant, divided by the maximum amount of
General Option Units available under the General Incentive Pool. 
 (d) Stretch Option Units. In the normal course, each Participant
will be allocated one (1) Stretch Option Unit for every four (4) General Option Units that they receive. However, Brookfield maintains the discretion to grant to a Participant a higher or lower number of Stretch Option Units. Each Stretch
Option Unit equates to a share in the Stretch Incentive Pool. A total of 2,638,800 Stretch Option Units be available for allocation to all Participants, subject to any discretionary increases pursuant to Section 4(e). Each Stretch Option Unit
represents a $10 notional interest in the Stretch Incentive Pool, with the implied number of units outstanding in the Company’s overall profit pool equating to 293,200,000 (i.e., the Stretch Incentive Pool equals 0.9% of the difference between
the Sale Proceeds and the Stretch Threshold Value). At any date of determination, each Participant’s percentage interest in the Stretch Incentive Pool will equal the number of Stretch Option Units granted to such Participant, divided by the
maximum amount of Stretch Option Units available under the Stretch Incentive Pool. 
 (e) Potential Adjustments. In the event of any
increase in the size of the Incentive Pool, the number of Option Units shall be increased in the same proportion (e.g., an increase in the percentage of the Sale Proceeds allocated to the Incentive Pool of 50% shall result in an increase in the
number of available Option Units under the Plan by 50%). Any such increase shall not result in dilution or enlargement of a Participant’s rights with respect to any previously granted Option Units. 

(f) Allocation and Forfeiture. Brookfield may issue all or some portion of the Option Units in the Incentive Pool from time to time in
its sole discretion. Any forfeiture of Option Units previously allocated to Participants under awards will be held for future grants, if any, and will not be automatically reallocated to other Participants. Any unallocated portion of the Incentive
Pool shall be retained by the Company and shall be available for future grants of awards under the Plan, if any. Any portion of the Incentive Pool that is not allocated to Participants at the time of settlement of awards under the Plan shall be
retained by the Company. 

  
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 (g) Notice of Awards. Option Units shall be granted to Participants in the sole
discretion of Brookfield. The Company shall notify each Participant of an award, including the number of General Option Units and/or Stretch Option Units allocated to such Participant, in a written notice (an “Option Unit Notice”).
An Option Unit Notice may include such additional terms and conditions as Brookfield may determine. 
  

	5.	 Vesting of Option Units 



(a) General. Awards of Option Units shall be subject to time-based vesting based on a Participant’s continued Service, and vesting
may be accelerated as provided below. An award may be subject to additional conditions as set forth in the applicable Option Unit Notice. 

(b) Vesting Schedule. In general, unless otherwise provided in a Option Unit Notice or as set forth herein, Option Units will become
vested based on the continued Service of the Participant in equal annual installments at the rate of twenty percent (20%) of the total number of Option Units covered by an award on each of the first (1st) through the fifth (5th) anniversaries of the
date of grant, and shall be settled in accordance with the terms of the Plan. Option Units will become vested under the Plan provided that the Participant has been continuously employed through each such date and is employed by the Company on each
anniversary date of grant. 
 (c) Termination of Service (General). If a Participant ceases to provide Service prior to any
applicable vesting date or event under the Plan for any reason, other than a termination for Cause, then the Participant shall forfeit all unvested Option Units for no consideration. Any portion of a Participant’s Option Units that is vested as
of the date such Participant ceases to provide Service shall continue to be outstanding vested Option Units and shall be settled in accordance with the terms of the Plan. 

(d) Termination for Cause. Notwithstanding anything contained herein to the contrary, if a Participant’s employment with the
Company is terminated by the Company for Cause, all of such Participant’s Option Units (whether or not vested) shall terminate and be forfeited for no consideration and cancelled without further force or effect immediately upon such termination
for Cause. 
 (e) Vesting upon Change in Control. Upon the occurrence of a Change in Control, unless otherwise provided in an Option
Unit Notice, any unvested Option Units that have not previously been forfeited shall accelerate and become fully vested on such date and shall be settled in accordance with the terms of the Plan. 

 

	6.	 Settlement of Option Units 



(a) Amount of Payment. The amount, form and timing of any payments for Option Units shall be determined and approved by Brookfield in
accordance with the Plan. The amount of payment in respect of the General Option Units shall be based on the amount of the Sale Proceeds in excess of the Threshold Value that is allocated to the General Incentive Pool in accordance with the Plan, as
well as the Participant’s interest in the General Incentive Pool represented by the number of General Option Units awarded to the Participant. The value of each General Option Unit shall be determined by multiplying the total amount of the
General Incentive Pool by a fraction, the numerator of which is such Participant’s vested General Option Units and the denominator of which is the total number of General Option Units available under the General Incentive Pool (10,555,200
units). The amount of payment in respect of the Stretch Option Units shall be based on the amount of the Sale Proceeds in excess of the Stretch Threshold Value that is allocated to the Stretch Incentive Pool in accordance with the Plan, as well
as the Participant’s interest in the Stretch Incentive Pool represented by the number of Stretch Option Units awarded to the Participant. The value of each Stretch Option Unit shall be determined by multiplying the total amount of the Stretch
Incentive Pool 

  
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by a fraction, the numerator of which is such Participant’s vested Stretch Option Units and the denominator of which is the total number of Stretch Option Units available under the Stretch
Incentive Pool (2,638,800 units). 
 (b) Conditions of Exercise for the General Option Units. Notwithstanding anything in the Plan to
the contrary, one-half of the General Option Units, or 5,277,600 General Option Units shall only be exercisable on a proportionate basis between: (a) the point at which the Sale Proceeds are equal to the
Threshold Value on the one hand; and (b) the point at which the Sale Proceeds are equal to the Stretch Threshold Value on the other hand (the “50% Condition of Exercise”). Unless otherwise determined by Brookfield and
set forth in a Participant’s Option Unit Notice, one-half of all General Option Units allocated to any individual Participant shall have the 50% Condition of Exercise applied to them. For example, in the
event that upon a Change in Control the Sale Proceeds are equal to: (i) 1.5 times the Threshold Value, then 62.5% of a Participant’s General Option Units would be exercisable; (ii) 2 times the Threshold Value, then 75% of a Participant’s
General Option Units would be exercisable; (iii) 2.5 times the Threshold Value, then 87.5% of a Participant’s General Option Units would be exercisable; and (iv) 3 times the Threshold Value, then 100% of a Participant’s General Option
Units would be exercisable. To the extent that the difference between the Sale Proceeds and the Threshold Value upon a Change in Control results in certain General Option Units being rendered non-exercisable
then such General Option Units will be forfeited to the Company. 
 (c) Form of Payment. Payments of Option Units shall generally be
made in cash by the Company, provided that if Sale Proceeds are paid to Brookfield all or in part in a form other than cash, Brookfield may provide payment in the same form and proportion as such payment. 

(d) Timing of Payment. Payment of vested Option Units shall generally be made in a lump sum within thirty (30) days following the
consummation date of a Change in Control, based on the Sale Proceeds received by Brookfield in connection with the Change in Control. Notwithstanding the foregoing, and subject to compliance with Section 409A of the Code, if a portion of Sale
Proceeds are scheduled to be paid to Brookfield after such 30th day, whether in the form of earn-outs, escrows of other contingent or deferred consideration, payments in respect of the Option Units (as calculated above) shall be paid on the same
schedule and subject to the same terms and conditions as payments are made to Brookfield generally, but not later than the date that is five (5) years following the consummation date of the Change in Control. 

 

	7.	 Definitions 



As used herein, the following terms shall have the following meanings: 

(a) “Affiliate” means, with respect to any Person, means any other Person which controls, is controlled by or is under common
control with, directly or indirectly, such Person. For this purpose, “control” of a Person shall mean possession, directly or indirectly, of the right or power to direct or cause the direction of the management or policies of such Person,
whether through ownership of voting securities, through rights under contracts, or otherwise. 
 (b) “Cause” has the
meaning, with respect to a Participant, set forth in such Participant’s employment agreement, offer letter or similar agreement in connection with the employment by the Company. In the absence thereof, “Cause” shall mean: (a) the
willful failure of the Participant to properly carry out his or her duties or to comply with the rules and policies of the Company, or any reasonable instruction or directive of the Company, that is not cured, if curable, to the Company’s
reasonable satisfaction, within ten (10) days after the Company or its designee gives written notice thereof to the Participant; (b) the Participant acting dishonestly or fraudulently, or the willful misconduct of the Participant in the
course of his or her employment, in each case resulting in adverse consequences to the 

  
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Company, which in the case of willful misconduct only, is not cured, if curable, to the Company’s reasonable satisfaction, within 10 days after the Company or its designee gives written
notice thereof to the Participant; (c) if the Participant or any member of his or her family makes any personal profit arising out of or in connection with any transaction to which the Company or is a party or with which the Company is
associated without making disclosure to and obtaining the prior written consent of the Company; (d) the conviction of the Participant for, or a guilty plea by the Participant to, any criminal offence punishable by imprisonment that may
reasonably be considered to be likely to adversely affect the Company or the suitability of the Participant to perform his or her duties, including without limitation any offence involving fraud, theft, embezzlement, forgery, willful
misappropriation of funds or property, or other fraudulent or dishonest acts involving moral turpitude; (e) the failure by the Participant to fully comply with and perform his or her fiduciary duties; (f) any other act, event or
circumstance which would constitute just cause at law for termination of the Participant’s employment; or (g) any resignation by the Participant in anticipation of a termination by the Company of such Participant’s employment due to
any of the above. 
 (c) “Code” means the Internal Revenue Code of 1986, as amended. 

(d) “Change in Control” means any transaction or series of transactions (including, without limitation, the consummation of a
combination, share purchases, recapitalization, redemption, issuance of capital stock, consolidation, reorganization or otherwise) pursuant to which: (a) a Person not affiliated with Brookfield acquires securities representing more than seventy
percent (70%) of the combined voting power of the outstanding voting securities of the Company or the entity surviving or resulting from such transaction; (b) following a public offering of the Company’s stock, Brookfield has ceased to
have a beneficial ownership interest in at least thirty percent (30%) of the Company’s outstanding voting securities (effective on the first such date); or (c) the Company sells all or substantially all of the assets of the Company and its
subsidiaries on a consolidated basis. It is intended that the occurrence of a Change in Control in which Sale Proceeds exceed the Threshold Value (and in which the Sale Proceeds exceed the Stretch Threshold Value) would constitute a
“substantial risk of forfeiture” within the meaning of Section 409A. 
 (e) “General Incentive Pool” shall
be the dollar amount represented by three and 6/10ths percent (3.6%) of the Sale Proceeds realized by Brookfield as of any date of determination hereunder in excess of the Threshold Value. 

(f) “Incentive Pool” means, collectively, the General Incentive Pool and the Stretch Incentive Pool. 

(g) “Person” means an individual, a partnership, a sole proprietorship, a company, a firm, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a union, a group acting in concert, a judicial authority, a governmental authority or any other entity or association of any kind. References
to any Person shall include the successors and assigns thereof, except to the extent otherwise expressly provided in the Plan. 
 (h)
“Sale Proceeds” as of any date of determination, means, without duplication, the sum of all proceeds actually received by Brookfield, net of all Sales Costs: (i) as consideration (whether cash or equity) upon the Change in
Control; and (ii) as distributions, dividends, repurchases, redemptions or otherwise as a holder of such equity interests in the Company. Proceeds that are not paid upon or prior to or in connection with the Change in Control, including
earn-outs, escrows and other contingent or deferred consideration shall become “Sale Proceeds” only as and when such proceeds are received by Brookfield. The amount of Sale Proceeds shall be determined by Brookfield in its sole discretion.


  
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 (i) “Sales Costs” means any costs or expenses (including legal or other
advisor costs), fees (including investment banking fees), commissions or discounts payable directly by Brookfield in connection with, arising out of or relating to a Change in Control, as determined by Brookfield in its sole discretion. 

(j) “Service” means provision of services as an employee, officer, director or consultant to or for the benefit of the
Company or an Affiliate. 
 (k) “Option Units” means, collectively, the General Option Units and the Stretch Option Units.

 (l) “Stretch Incentive Pool” shall be the dollar amount represented by 9/10ths percent (0.9%) of the Sale Proceeds
realized by Brookfield as of any date of determination hereunder in excess of the Stretch Threshold Value. 
 (m) “Stretch Threshold
Value” as of any date of determination, means, an amount equal to US$8,796,000,000 (which represents three times (3X) the amount of the total invested capital of Brookfield as of the Investment Date), plus the dollar value of any cash or
other consideration contributed to or invested in the Company by Brookfield after the Investment Date. The Stretch Threshold Value shall be determined by Brookfield in its sole discretion. 

(n) “Threshold Value” as of any date of determination, means, an amount equal to US$2,932,000,000 (which represents the
amount of the total invested capital of Brookfield as of the Investment Date), plus the dollar value of any cash or other consideration contributed to or invested in the Company by Brookfield after the Investment Date. The Threshold Value shall be
determined by Brookfield in its sole discretion. 
  

	8.	 Miscellaneous 



(a) Tax Withholding. All payments in respect of Option Units under the Plan will be treated as ordinary compensation income for tax
purposes and will be subject to all applicable tax withholdings. 
 (b) Rights as an Award Holder. The Option Units do not constitute
an equity interest in the Company or any of its Affiliates and shall not be construed as providing or creating any rights of a holder of an equity interest (including rights to distributions and to vote). Participants shall not be treated as an
equity holder of the Company or any of its Affiliates as a result of being granted an award hereunder. 
 (c) Non-Transferability; Unfunded Plan. Other than in accordance with the laws of descent and distribution, in no event shall any Option Units allocated to a Participant, nor any payment to any Participant or any
right of any Participant to receive any payment arising under the Plan, be subject to alienation, sale, transfer, assignment, garnishment, pledge, encumbrance or charge. The Participant’s right to the payments under the Plan shall represent an
unfunded and unsecured promise to be paid by the Company. A Participant will be a general, unsecured creditor of the Company and the Participant’s right to payments shall remain subject to the claims of the Company’s creditors. If the
Company’s assets are insufficient to pay all of its creditors, each Participant recognizes that such Participant may not receive part or all of such Participant’s payments hereunder. Brookfield is not a party to and shall not have any
liability for payments under the Plan. The Plan is not subject to the Employment Retirement Income Security Act of 1974. 
 (d)
Limitation of Rights. Neither the establishment of the Plan nor any grant of an award or payment of an amount hereunder shall be construed as conferring upon a Participant any right with respect to a continuation of employment by the Company
or any of its Affiliates nor shall it interfere in any way 

  
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with the right of the Company or any of its Affiliates to terminate a Participant’s employment at any time. Nothing in the Plan shall be construed to limit, impair or otherwise affect the
Company’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets or limit
the right or power of the Company to take any action that it deems necessary or appropriate. 
 (e) Section 409A. All payments
hereunder are intended to comply with or be exempt from Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”). If a payment is deemed to be subject to Section 409A, the
Company may, in its sole discretion and without a Participant’s prior consent, amend the Plan, adopt policies and procedures, or take any other necessary or appropriate actions (including actions with retroactive effect) to preserve the
intended tax treatment of any such payment or comply with the requirements of Section 409A. A termination of Service shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of any amounts or
benefits considered “nonqualified deferred compensation” under Section 409A upon or following a termination of Service unless such termination is also a “separation from service” within the meaning of Section 409A, and
for purposes of any such provision of this Plan, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Participant is deemed on the date of termination to
be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under
Section 409A payable on account of a “separation from service,” no such payment or benefit shall be made or provided prior to the earlier of (A) the expiration of the six-month period
measured from the date of such “separation from service” of the Participant, and (B) the date of the Participant’s death (the “Delay Period”). All payments and benefits delayed pursuant to this
Section 8(e) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay
Period to Participant in a lump sum without interest, and any remaining payments and benefits due under this Plan shall be paid or provided in accordance with the normal payment dates specified for them herein. Except as permitted under
Section 409A, any deferred compensation (within the meaning of Section 409A) payable to any Participant or for such Participant’s benefit under this Plan may not be reduced by or offset against any amount owing by the Participant to
the Company or any of its Affiliates. It is intended that each payment provided under this Plan shall be a separate “payment” for purposes of Section 409A. 

(f) Amendment and Termination. The Plan shall take effect on the Effective Date. Brookfield shall be entitled at any time or from time
to time to amend, alter, suspend or terminate in whole or in part any or all of the provisions of the Plan; provided, that with respect to any outstanding award of Option Units, no such action shall be made without the consent of the affected
Participants unless Brookfield shall have determined that such action would not adversely affect the right of such Participant in a material manner. 

(g) Successors; Governing Law. The Company’s rights and obligations hereunder shall be binding upon its successors. The
Company’s rights and obligations hereunder may be assigned or transferred by the Company to, and may be assumed by and become binding upon and may inure to the benefit of, any Affiliate of the Company or transferee of all or substantially all
of its assets. The validity, interpretation, and enforcement of the Plan and all awards hereunder shall be governed by the laws of the state of Delaware without regard to its conflict of laws principles and rules. 

IN WITNESS WHEREOF, the Company has adopted the Plan effective as of January 1, 2020. 

  
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