EX-10.23



 





Exhibit 10.23




DANA HOLDING CORPORATION

2008 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR NON-EMPLOYEE DIRECTORS




          This Restricted Stock Unit Award Agreement (this “Award Agreement”), dated as of the date of
grant set forth below (the “Date of Grant”), is made by and between Dana Holding Corporation (the
“Company”), and the Non-Employee Director of the Company named below (the “Participant”).
Capitalized terms not defined herein shall have the meaning ascribed to them in the Dana Holding
Corporation 2008 Omnibus Incentive Plan, as amended from time to time (the “Plan”).




Name of Participant:

Social Security No.:

Address:




Number of Restricted Stock Units (“RSUs”):

Date of Grant:




Vesting Dates (subject to Paragraph 4 hereof):

          [1/3 of the restricted stock units on the first anniversary of the Date of Grant

          1/3 of the restricted stock units on the second anniversary of the Date of Grant

          1/3 of the restricted stock units on the third anniversary of the Date of Grant]*




          [100% of the restricted stock units on the Date of Grant]#




Time and Form of Payment



Each RSU granted hereunder shall represent the right to receive (1) one share of common stock (or,
at the election of the Company, cash equal to the Market Share Value Per Share) as of the date of
vesting. Upon vesting of the RSUs (including any accelerated vesting pursuant to Paragraph 4
hereof), the shares of common stock subject to the RSUs becoming vested shall be issued hereunder
(provided that such issuance is otherwise in accordance with federal and state securities laws),
or, at the Company’s election, the Company shall make a cash payment equal to the product of the
number of RSUs becoming vested and the Market Value Per Share on the vesting date, as soon as
practicable thereafter, but in any event no later than the end of the calendar year in which






 




			
	*	 	For annual RSU grant.
	 
	#	 	For RSU grant pursuant to the Non-Employee Director’s
Deferral Election Form.




 









 









such vesting occurs or, if later, by the 15th day of the third calendar month following the vesting
date. Such issuance or payment shall be made to the Participant or the person to whom such rights
have passed under the Participant’s will (or if applicable, pursuant to the laws of descent and
distribution).]*



[Each RSU granted hereunder shall represent the right to receive (1) one share of common stock or,
at the election of the Company, cash equal to the Market Share Value Per Share on the earlier of
(i) the first business day of the calendar month coincident with or next following the date the
Participant terminates service as a Non-Employee Director of the Company, and (ii) the date on
which occurs a Change on Control. Notwithstanding any provision to the contrary in this Award
Agreement, no payment or distribution under this Award Agreement which constitutes an item of
deferred compensation under Section 409A of the Code and becomes payable by reason of the
Participant’s termination of service as a Non-Employee Director will be made to the Participant
unless the Participant ‘s termination of service as a Non-Employee Director constitutes a
“separation from service” (as such term is defined in Treasury Regulations issued under Section
409A of the Code).]#




          1. Grant of Restricted Stock Units. Pursuant to Section 9 of the Plan, the Company
hereby grants to the Participant the total number of restricted stock units set forth above
(together with units credited pursuant to Section 4 below, the “RSUs”), subject to all of the terms
and conditions of this Award Agreement and the Plan.




          2. Vesting. [Subject to Paragraph 5 and the succeeding sentence hereof, the RSUs
shall vest as set forth above and no vesting shall occur after the Participant terminates services
as a Non-Employee Director. In the event the Non-Employee Director becomes an employee of the
Company immediately upon ceasing to be a Non-Employee Director, the RSUs held by the Participant on
such date will not be affected.]* [All RSUs shall be fully vested and non-forfeitable.]#




          3. Restrictions. The RSUs granted hereunder may not be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of or encumbered [, and shall be subject to a risk of
forfeiture in accordance with the provisions hereof]*.




          4. Upon the Company’s payment of a cash dividend in respect of its outstanding Company Stock,
the Participant shall be credited with dividend equivalents in respect of each outstanding RSU.
Such dividend equivalents shall be converted into additional RSUs at a price per unit equal to the
Market Value Per Share on the date that such dividend is paid. The additional RSUs shall be
subject to the same terms and conditions as the RSUs in respect of which the additional RSUs were
so credited.




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          [5. Acceleration of Vesting




          (a) In the event the Participant ceases to serve as a Non-Employee Director of the Company (i)
by reason of death, (ii) by reason of Disability, or (iii) by reason of reaching mandatory
retirement age (currently age 73), all of the Participant’s unvested RSUs shall vest immediately.




          (b) In the event of a Change in Control, all of the Participant’s unvested RSUs shall vest
immediately.]*




          6. No Shareholder Rights Prior to Issuance of Shares. The Participant shall have no
rights as a shareholder until shares of Company Stock are issued pursuant to the terms of this
Award Agreement.




          7. Agreement Subject to Plan. This award of RSUs is made pursuant to the provisions
of the Plan, which is incorporated herein by this reference, and is intended, and shall be
interpreted in a manner, to comply therewith. In the event of any conflict between the provisions
of this Award Agreement and the provisions of the Plan, the provisions of the Plan shall govern.




          8. Section 409A Compliance. Notwithstanding anything to the contrary contained in
this Award Agreement, if the Compensation Committee or the Board determines that all or a portion
of the RSUs is subject to Section 409A of the Code, the Compensation Committee and the Board
reserve the right (without any obligation to do so) to amend or restructure the RSUs in order to
cause the RSUs to either not be subject to Section 409A of the Code or to comply with the
applicable provisions of such section.




          9. Governing Law. This Award Agreement shall be governed by, interpreted under, and
construed and enforced in accordance with the internal laws, and not the laws pertaining to
conflicts or choices of laws, of the State of Delaware applicable to agreements made and to be
performed wholly within the State of Delaware.




          10. Amendment. No amendment or modification hereof shall be valid unless it shall be
in writing and signed by all parties hereto.




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     IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement as of the date set
forth above.



DANA HOLDING CORPORATION




	 	 	 	 	 
	By

	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Print Name:

	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Title:

	 	 	 	 
	 

	 	 	 	 




The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing
Restricted Stock Unit Award Agreement.




PARTICIPANT




	 	 	 	 	 
	Signature

	 	 	 	 
	 

	 	 	 	 
	Print Name:	 	 
	 

	 	 	 	 






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