exv10w1



 





EXHIBIT 10.1




THIRD AMENDMENT TO THE

LEAR CORPORATION

PENSION EQUALIZATION PROGRAM

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997)



THIS AMENDMENT to the Lear Corporation Pension Equalization Program (the “Plan”) is made by the
undersigned pursuant to the authority delegated by the Compensation Committee of the Board of
Directors of Lear Corporation, effective as of December 18, 2007 (the “Effective Date”).




WITNESSETH THAT:





	 	1.	 	Notwithstanding anything in the Plan to the contrary, the Plan shall be terminated as
of the Effective Date and all benefits accrued thereunder shall be distributed according
to the terms of Section 27.






	 	2.	 	A new Section 27, entitled “TERMINATION OF THE PLAN” shall be added to the Plan, to
read in its entirety as follows:






	 	“(a)	 	 Notwithstanding anything in the Plan to the contrary, the
Plan has been terminated pursuant to Section 21 effective as of December 18,
2007 (the ‘Wind Down Date’). All benefits accrued under the Plan as of that
date shall be paid according to the terms of this Section 27.
	 
	 	(b)	 	IN PAYMENT STATUS PRIOR TO THE WIND DOWN DATE. Any
individual who is currently receiving payments of Plan benefits as of the Wind
Down Date will be paid the remaining Plan benefits in accordance with this
subsection (b).






	 	(i)	 	Benefits that have not previously been paid
will be paid in five equal annual installments, beginning on January
1, 2008, or as soon as administratively practicable thereafter.
	 
	 	(ii)	 	The installments payable under (i), above,
shall be calculated by determining the Actuarial Equivalent of the
individual’s remaining benefit, which shall be converted to a lump
sum and paid to such individual in five equal annual installments,
including amortized interest.






	 	(c)	 	BEGIN PAYMENTS AFTER THE WIND DOWN DATE. Any individual who
has not received payments of Plan benefits as of the Wind Down Date will be
paid all benefits accrued and vested under the Plan in accordance with this
subsection (c).






	 	(i)	 	The individual’s vested accrued benefit
shall be distributed in five equal annual installments payable on the
date (the




 









 






	 	 	 	‘First Installment Date’) (or as soon as administratively
practicable thereafter) that is the latest of (x) the January 1
concurrent with or next following the date the individual’s
accrued benefit becomes fully vested, (y) the January 1 concurrent
with or next following his 60th birthday or, (z)
January 1, 2008, and on the first four anniversaries of the First
Installment Date (or as soon as administratively practicable
thereafter). The amount of each installment shall be determined
as of the First Installment Date by converting the individual’s
accrued benefit as of such date into its lump sum Actuarial
Equivalent, and then converting such lump sum into five equal
annual installments, including amortized interest to reflect the
timing of such installments, at the rate used to determine the
individual’s lump sum Actuarial Equivalent.








	 	(ii)	 	Except for the Cash Portion of an
installment as defined in subsection (iv) of this Section 27(c) or as
otherwise provided in this subsection (ii), each installment payment
shall consist of the in-kind distribution of an annuity contract of
which the individual shall be the sole owner as of the date of
distribution and with respect to which as of such date the individual
shall have all rights of ownership. Notwithstanding the foregoing,
in lieu of the purchase of a new annuity contract, the distribution
of any installment after the first installment may, at Lear’s option,
take the form of the purchase of an additional annuity amount under
the annuity contract that was distributed as the first installment.
Furthermore, in the case of any installment payable in any year
following the year in which the individual terminates employment with
Lear, such installment payment shall be made in cash to the
individual.








	 	(iii)	 	The in-kind distribution of an installment
as described in subsection (ii) of this Section 27(c) shall fully
discharge Lear’s obligations with respect to such installment. In no
circumstance shall Lear have any responsibility for, be considered a
fiduciary in connection with, or have any liability to the individual
or any third party with respect to, any annuity contract (or other
investment product) distributed or purchased pursuant to this Section
27(c). Lear shall not have any liability regarding the selection of
the annuity (or other investment product) provider or the terms of
the annuity contract (or other investment product).






	 	(iv)	 	Each installment shall be subject to
applicable tax withholding. The ‘Cash Portion’ of each installment
of an




 









 






	 	 	 	in-kind distribution of an annuity contract shall consist of (i)
the amount of such tax withholding, which Lear shall remit to the
appropriate tax authorities, and (ii) an amount determined by
Lear’s Senior Vice President, Human Resources and Vice President,
Tax, which shall be paid directly to the individual for the
purpose of enabling him to pay applicable taxes in excess of the
amount withheld.






	 	(v)	 	In the case of an individual whose First
Installment Date occurs on or after his 61st birthday, in
lieu of the installment payment stream described in subsection (i) of
this Section 27(c) the individual shall be subject to the following:






	 	(A)	 	The individual
shall receive on the First Installment Date an amount
equal to the Applicable Multiplier times the Installment
Amount. The individual shall receive on each anniversary
of the First Installment Date occurring on or before his
65th birthday an amount equal to one times the
Installment Amount.
	 
	 	(B)	 	For purposes
hereof, the “Applicable Multiplier” means five minus the
number of anniversaries of the First Installment Date
occurring on or before the individual’s 65th
birthday. The “Installment Amount” means the amount such
that the present value of the payment stream described in
the preceding clause (A) is equal to the lump-sum
Actuarial Equivalent of the individual’s accrued benefit
as of the First Installment Date, such present value
being calculated using the same interest rate as is used
in calculating the Actuarial Equivalent.






	 	(vi)	 	Annuity payments from any annuity contract
purchased in accordance with the foregoing will be made according to
the terms of such contract and/or a separate agreement with the
individual, each of which shall be subject to such terms as Lear
shall determine in its sole discretion including, without limitation,
a provision that no distributions will be made thereunder prior to
the individual’s termination of employment with Lear and its
affiliates; provided, however, that such annuity contract must allow
the individual the ability to elect to receive all amounts due
thereunder upon the attainment of age 65 (or if later, termination of
employment with Lear and its affiliates).




 









 






	 	 	 	Lear may, in its sole discretion, substitute an investment product
in lieu of an annuity contract and permit transfers from one
investment product or annuity contract to another investment
product or annuity contract. Any annuity contract (or investment
product) purchased in accordance with the foregoing will be issued
by an insurance company or financial institution with a rating by
A.M. Best of A+ or better (or a comparable rating from a
comparable service).
	 
	 	(vii)	 	Notwithstanding the foregoing, and in lieu
of any annuity contract described above, any individual who was
otherwise eligible for a lump sum distribution under the Plan without
the consent of the Committee and notifies the Committee in writing
prior to January 1, 2008 of his retirement in 2008 shall receive his
accrued benefits in a lump sum payable upon the later of (A) the date
that is six months after the date of such notice and (B) the business
day following the date of retirement specified in such notice.






	 	(d)	 	ACTUARIAL EQUIVALENT. For purposes of this Section 27,
‘Actuarial Equivalent’ shall be determined in accordance with the terms of the
Qualified Pension Plan as in effect at the time for which it is calculated, or
in accordance with the terms of the Qualified Pension Plan as in effect as of
the Wind Down Date, whichever produces the greater lump sum value. Effective
January 1, 2013, the ‘Actuarial Equivalent’ shall be determined in accordance
with the terms of the Qualified Pension Plan as in effect at the time for
which it is calculated.
	 
	 	(e)	 	DEATH. If any vested individual dies before his entire
benefit is paid to him, his beneficiary shall receive payments in the time,
form and amount that the individual would have received such payments, had he
survived.
	 
	 	(f)	 	INTERPRETATION. Lear’s Senior Vice President — Human
Resources is authorized to make such amendments to and interpretations under
the Plan as necessary and appropriate to comply with applicable law, including
but not limited to Section 409A of the Internal Revenue Code of 1986, as
amended.




 









 










IN WITNESS WHEREOF, this Amendment to the Plan is adopted on the 18th day of December, 2007.




LEAR CORPORATION





			
	By:	 	/s/ Roger Alan Jackson                    

Roger Alan Jackson

Senior Vice President — Human Resources