exv10w2






Exhibit 10.2




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of
August 9, 2011, between Lear Corporation, a Delaware corporation (the “Company”) and Robert
E. Rossiter (“Executive”).



     WHEREAS, the Company and Executive are currently parties to an employment agreement, dated
June 30, 2009 (the “Existing Agreement”), pursuant to which Executive serves as Chief
Executive Officer (“CEO”) of the Company;



     WHEREAS, Executive agrees to assume his new position described herein and has delivered to the
Board of Directors of the Company (the “Board”), concurrently with the execution of this
Agreement, his written resignation from the Board, effective September 1, 2011 (the “Changeover
Date”);



     WHEREAS, the parties have agreed that Executive shall remain employed by the Company, serving
solely in a transition and advisory role, on and after the Changeover Date;



     WHEREAS, the Company desires to have the benefit of Executive’s continued service and the
restrictive covenants contained herein; and



     WHEREAS, the parties desire to enter into a new employment agreement reflecting the terms of
Executive’s continuing employment.



     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending
to be legally bound, the parties hereby agree as follows:



     1. Effectiveness and Term of Agreement. This Agreement shall commence on and as of the
Changeover Date and continue until May 31, 2012 (the “Expiration Date”) or until
Executive’s employment earlier terminates as provided herein (the “Term”). Executive has
delivered to the Board concurrently with the execution of this Agreement a written resignation from
the Board, which resignation shall become effective as of the Changeover Date. Notwithstanding
anything contained herein to the contrary, all provisions of the Existing Agreement will continue
to apply until the Changeover Date, at which time the Existing Agreement shall hereby terminate and
the provisions of this Agreement will apply and supersede the Existing Agreement in its entirety.




 









 




     2. Terms of Employment. During the Term, Executive agrees to be an employee of the Company,
serving solely in a transition and advisory role. Executive agrees to devote so much of his working time and attention to the business and affairs of the Company in
connection with the transition of the role of CEO, to discharge the responsibilities associated
with his position with the Company as reasonably may be directed by the Company’s CEO, and to use
his best efforts to perform faithfully and efficiently such responsibilities. Nothing herein shall
prohibit Executive from devoting his time to civic and community activities, serving as a member of
the Board of Directors of other corporations that do not compete with the Company, or managing
personal investments, as long as the foregoing do not interfere with the performance of Executive’s
duties hereunder or violate the terms of the Company’s Code of Business Ethics and Conduct, the
Company’s Corporate Governance Guidelines, or other policies applicable to the Company’s executives
generally, as those policies may be amended from time to time by the Company.



     3. Compensation.




     (a) As compensation for Executive’s services under this Agreement, Executive shall be
entitled during the Term to receive a base salary the annualized amount of which shall be
$1,330,000, to be paid in accordance with existing payroll practices for executives of the
Company.




     (b) Provided Executive’s employment is not terminated pursuant to Section 4 hereof prior to
the applicable payment date, Executive shall be entitled to an incentive compensation bonus
(“Bonus”), or prorated Bonus, as applicable, in accordance with the Company’s Annual
Incentive Plan (“AIP”), for his services to the Company, the annualized target
amount of which shall be 150% of Executive’s base salary. Payment of each Bonus shall be
made at the same time as bonus payments are made to the Company’s other senior executives
under the AIP. Payment of Executive’s Bonus for 2012 shall be conditioned on Executive’s
execution of a general release agreement in accordance with Section 9(e) hereof. The actual
amounts paid by the Company are dependent on the attainment of the applicable performance
criteria in each calendar year.




     (c) For the avoidance of doubt, and notwithstanding anything contained herein to the
contrary, Executive’s long-term incentive awards, granted under the Company’s Long-Term
Stock Incentive Plan, that remain outstanding as of the Changeover Date shall continue to be
governed by the terms of such awards in effect immediately prior to the execution of this
Agreement.




     (d) During the Term, Executive shall be eligible for participation in the welfare,
retirement, perquisite and fringe benefit, and other benefit plans, practices, policies and
programs, as may be in effect from time to time, for senior executives of the Company
generally.




     (e) During the Term, Executive shall be eligible for prompt reimbursement for business
expenses reasonably incurred by Executive in accordance with the Company’s policies, as may
be in effect from time to time, for its senior executives generally.



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     (f) During the Term, the Company shall provide Executive with reasonable office space, which
office space may differ from that provided to Executive immediately prior to the Changeover
Date.



     4. Termination of Employment Prior to Expiration Date.




     (a) Notice. The employment relationship may be terminated prior to the Expiration Date by
the Company with or without Cause or for Incapacity, or by Executive with or without Good
Reason, all as defined below, by giving a Notice of Termination. For purposes of this
Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon, if any, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination of
Executive’s employment under the provision so indicated. All notices under this Section 4(a)
shall be given in accordance with the requirements of Section 8.




     (b) Incapacity. If the Company reasonably determines that Executive is unable at any time
to perform the duties of Executive’s position because of a serious illness, injury,
impairment, or physical or mental condition and Executive is not eligible for or has
exhausted all leave to which Executive may be entitled under the Family and Medical Leave
Act (“FMLA”) or, if more generous, other applicable state or local law, the Company
may terminate Executive’s employment for “Incapacity”. In addition, at any time that
Executive is on a leave of absence, the Company may temporarily reassign the duties of
Executive’s position to one or more other executives without creating a basis for
Executive’s Good Reason resignation, provided that the Company restores such duties to
Executive upon Executive’s return to work.




     (c) Cause. Termination of Executive’s employment for “Cause” shall mean termination upon:




     (i) an act of fraud, embezzlement or theft by Executive in connection with
Executive’s duties or in the course of Executive’s employment with the Company;




     (ii) Executive’s material breach of any provision of this Agreement, provided that
in those instances in which Executive’s material breach is capable of being cured,
Executive has failed to cure within a thirty (30) day period after notice from the
Company;




     (iii) an act or omission, which is (x) willful or grossly negligent, (y) contrary to
established policies or practices of the Company, and (z) materially harmful to the
business or reputation of the Company, or to the business of the Company’s customers
or suppliers as such relate to the Company; or



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     (iv) a plea of nolo contendere to, or conviction for, a felony.




     (d) Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of
any of the following circumstances or events:




     (i) any reduction by the Company in Executive’s base salary or adverse change in the
manner of computing Executive’s incentive compensation opportunity, as in effect
from time to time;




     (ii) the failure by the Company to pay or provide to Executive any amounts of base
salary or earned incentive compensation or any benefits which are due, owing and
payable to Executive, or to pay to Executive any portion of an installment of
deferred compensation due under any deferred compensation program of the Company;




     (iii) the failure by the Company to continue to provide Executive with benefits
substantially similar in the aggregate to the Company’s life insurance, medical,
dental, health, accident or disability plans in which Executive is participating at
the date of this Agreement;




     (iv) except on a temporary basis as described in Section 4(b), a material adverse
change in Executive’s responsibilities, position, reporting relationships, authority
or duties. For purposes of clarification, Executive agrees that it will not be a
material adverse change for the Company to reassign Executive to a position with at
least substantially similar responsibilities and authority;




     (v) the transfer of Executive’s principal place of employment to a location fifty
(50) or more miles from its location immediately preceding the transfer; or




     (vi) without limiting the generality or effect of the foregoing, any material breach
of this Agreement by the Company.




     Notwithstanding anything else herein, Good Reason shall not exist if, with regard to the
circumstances or events relied upon in Executive’s Notice of Termination: (x) Executive
failed to provide a Notice of Termination to the Company within sixty (60) days of the date
Executive knew or should have known of such circumstances or events, (y) the circumstances
or events are fully corrected by the Company prior to the Date of Termination, or (z)
Executive gives Executive’s express written consent to the circumstances or events. For the
avoidance of doubt, Executive’s (i) written notice of resignation from the Board, which
Executive has delivered to the Board concurrently with the execution of this Agreement; (ii)
execution of this Agreement; or (iii) termination of the Existing Agreement, shall not,
either alone or together, constitute a termination of the Existing Agreement by Executive
for Good Reason.



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     (e) Date of Termination. “Date of Termination” shall mean the Expiration Date or, if earlier,
the first to occur of the following:




     (i) if Executive’s employment is terminated by reason of Executive’s death, the date
of Executive’s death;




     (ii) if Executive’s employment is terminated by the Company for any reason other
than because of Executive’s death, the date specified in the Notice of Termination
(which shall not be prior to the date of the notice);




     (iii) if Executive’s employment is terminated by Executive for any reason, the Date
of Termination shall be not less than thirty (30) nor more than sixty (60) days from
the date such Notice of Termination is given, or such earlier date after the date
such Notice of Termination is given as may be identified by the Company.




     Unless the Company instructs Executive not to do so, Executive shall continue to perform
services as provided in this Agreement through the Date of Termination.




     (f) Employee Benefits. A termination by the Company pursuant to Section 4(c) hereof or by
Executive pursuant to Section 4(d) hereof shall not affect any rights which Executive may
have pursuant to any other agreement, policy, plan, program or arrangement of the Company
providing employee benefits, which rights shall be governed by the terms thereof and by
Section 5.



     5. Compensation Upon Termination Prior to Expiration Date.




     (a) Termination for Incapacity, for Cause, without Good Reason, or upon Death. If, prior to
the Expiration Date, Executive’s employment shall be terminated by the Company for
Incapacity or for Cause, by Executive without Good Reason, or upon Executive’s death, the
Company shall pay to Executive (or, in the event of Executive’s death, to Executive’s
beneficiary or estate), when the same would otherwise have been due, Executive’s base salary
through the Date of Termination and any other accrued amounts then payable through the Date
of Termination and shall have no further obligations under this Agreement.




     (b) Termination without Cause or with Good Reason. If, prior to the Expiration Date,
Executive’s employment shall be terminated by the Company without Cause or by Executive with
Good Reason, the Company shall pay to Executive, when the same would otherwise have been
due, all of the compensation to which Executive would have been entitled under this
Agreement had his employment not terminated until the Expiration Date.



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     6. Travel. Executive shall be required to travel to the extent reasonably necessary for the
performance of Executive’s responsibilities under this Agreement.



     7. Successors; Binding Agreement. The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business
and/or assets of the Company, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it if no such
succession had taken place, and will assign its rights and obligations hereunder to such successor.
Failure of the Company to make such an assignment and to obtain such assumption and agreement
prior to the effectiveness of any such succession, unless Executive agrees otherwise in writing
with the Company or the successor, shall entitle Executive to compensation from the Company in the
same amount and on the same terms as Executive would be entitled to hereunder if Executive
terminates Executive’s employment for Good Reason and the date on which any such succession becomes
effective shall be deemed Executive’s Date of Termination. As used in this Agreement, “Company”
shall mean the Company as hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.
This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees and/or legatees. This
Agreement is personal in nature and neither of the parties hereto shall, without the consent of the
other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as
expressly provided in this Section 7. Without limiting the generality of the foregoing,
Executive’s right to receive payments hereunder shall not be assignable or transferable, whether by
pledge, creation of a security interest or otherwise, other than by a transfer by Executive’s will
or by the laws of descent and distribution and, in the event of any attempted assignment or
transfer contrary to this Section 7, the Company shall have no liability to pay to the purported
assignee or transferee any amount so attempted to be assigned or transferred. The Company and
Executive recognize that each party will have no adequate remedy at law for any material breach by
the other of any of the agreements contained herein and, in the event of any such breach, the
Company and Executive hereby agree and consent that the other shall be entitled to a decree of
specific performance, mandamus or other appropriate remedy to enforce performance of this
Agreement.



     8. Notices. For the purpose of this Agreement, notices and all other communications provided for
in this Agreement shall be in writing, and shall be deemed to have been duly given when delivered
by hand, or mailed by United States certified mail, return receipt requested, postage prepaid, or
sent by Federal Express or similar overnight courier service, addressed to the respective addresses
set forth on the signature page of this Agreement, or sent by facsimile with confirmation of
receipt to the respective facsimile numbers set forth on the signature page of this Agreement,
provided that all notices to the Company shall be directed to the attention of the Secretary of the
Company (or, if Executive is the Secretary at the time such notice is to be given, to the Chairman
of the Company’s Board of Directors), or to such other address or facsimile number as either party
may have furnished to the other in writing in accordance herewith, except that notice of change of
address or facsimile number shall be effective only upon receipt.



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     9. Noncompetition.




     (a) From the Changeover Date until the Date of Termination, Executive agrees not to engage
in any Competitive Activity. For purposes of this Agreement, the term “Competitive Activity”
shall mean Executive’s participation as an employee or consultant, without the written
consent of the CEO or the Board or any authorized committee thereof, in the management of
any business enterprise anywhere in the world if such enterprise is a “Significant Customer”
of any product or service of the Company or engages in competition with any product or
service of the Company (including without limitation any enterprise that is a supplier to an
original equipment automotive vehicle manufacturer) or is planning to engage in such
competition. For purposes of this Agreement, the term “Significant Customer” shall mean any
customer who represents in excess of 5% of the Company’s sales in any of the three calendar
years prior to the date of determination. “Competitive Activity” shall not include the mere
ownership of, and exercise of rights appurtenant to, securities of a publicly-traded company
representing 5% or less of the total voting power and 5% or less of the total value of such
an enterprise. Executive agrees that the Company is a global business and that it is
appropriate for this Section 9 to apply to Competitive Activity conducted anywhere in the
world.




     (b) Executive agrees not to engage directly or indirectly in any Competitive Activity (i)
until one (1) year after the Date of Termination if Executive is terminated by the Company
for Cause, or Executive terminates Executive’s employment for other than Good Reason, or
(ii) until two (2) years after the Date of Termination in all other circumstances.




     (c) Executive shall not directly or indirectly, either on Executive’s own account or with or
for anyone else, solicit or attempt to solicit any of the Company’s customers, solicit or
attempt to solicit for any business endeavor or hire or attempt to hire any employee of the
Company, or otherwise divert or attempt to divert from the Company any business whatsoever
or interfere with any business relationship between the Company and any other person, (i)
until one (1) year after the Date of Termination if Executive is terminated by the Company
for Cause, or Executive terminates Executive’s employment for other than Good Reason, or
(ii) until two (2) years after the Date of Termination in all other circumstances.




     (d) Executive acknowledges and agrees that damages in the event of a breach or threatened
breach of the covenants in this Section 9 will be difficult to determine and will not afford
a full and adequate remedy, and therefore agree that the Company, in addition to seeking
actual damages pursuant to Section 9 hereof, may seek specific enforcement of the covenant
not to compete in any court of competent jurisdiction, including, without limitation, by the
issuance of a temporary or permanent injunction, without the necessity of a bond. Executive
and the Company agree that the provisions of this covenant not to compete are reasonable.
However, should any court or arbitrator determine that any provision of this covenant not to
compete is unreasonable, either in period of time,



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geographical area, or otherwise, the parties agree that this covenant not to compete should
be interpreted and enforced to the maximum extent which such court or arbitrator deems
reasonable.




     (e) In consideration of the Company’s undertakings under this Agreement, Executive shall
execute and deliver a general release agreement in form and substance reasonably acceptable
to the Company (and any revocation period under such release agreement shall expire) no
later than forty-five (45) calendar days after the Expiration Date.



     10. Confidentiality and Cooperation.




     (a) Executive shall not knowingly use, disclose or reveal to any unauthorized person, at any
time after the Changeover Date, any trade secret or other confidential information relating
to the Company or any of its affiliates, or any of their respective businesses or
principals, such as, without limitation, dealers’ or distributor’s lists, information
regarding personnel and manufacturing processes, marketing and sales plans, pricing or cost
information, and all other such information; and Executive confirms that such information is
the exclusive property of the Company and its affiliates. Upon termination of Executive’s
employment, Executive agrees to return to the Company on demand by the Company all
memoranda, books, papers, letters and other data, and all copies thereof or therefrom, in
any way relating to the business of the Company and its affiliates, whether made by
Executive or otherwise in Executive’s possession.




     (b) Any design, engineering methods, techniques, discoveries, inventions (whether patentable
or not), formulae, formulations, technical and product specifications, bill of materials,
equipment descriptions, plans, layouts, drawings, computer programs, assembly, quality
control, installation and operating procedures, operating manuals, strategic, technical or
marketing information, designs, data, secret knowledge, know-how and all other information
of a confidential nature prepared or produced during the period of Executive’s employment
and which ideas, processes, and other materials or information relate to any of the
businesses of the Company, shall be owned by the Company and its affiliates whether or not
Executive should in fact execute an assignment thereof or other instrument or document which
may be reasonably necessary to protect and secure such rights to the Company.




     (c) Following the termination of Executive’s employment, Executive agrees to make himself
reasonably available to the Company to respond to periodic requests for information relating
to the Company or Executive’s employment which may be within Executive’s knowledge.
Executive further agrees to cooperate fully with the Company in connection with any and all
existing or future depositions, litigation, or investigations brought by or against the
Company, any entity related to the Company, or any of its (their) agents, officers,
directors or employees, whether administrative, civil or criminal in nature, in which and to
the extent the Company deems Executive’s cooperation necessary. In the event that Executive
is subpoenaed in connection with any litigation or



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investigation, Executive will immediately notify the Company. Executive shall not receive
any additional compensation, other than reimbursement for reasonable costs and expenses
incurred by Executive, in complying with the terms of this Section 10(c).



     11. Arbitration.




     (a) Except as contemplated by Section 9(d) or Section 11(c) hereof, any dispute or
controversy arising under or in connection with this Agreement that cannot be mutually
resolved by the parties to this Agreement and their respective advisors and representatives
shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator
of exemplary qualifications and stature, who shall be selected jointly by an individual to
be designated by the Company and an individual to be selected by Executive, or if such two
individuals cannot agree on the selection of the arbitrator, who shall be selected pursuant
to the procedures of the American Arbitration Association, and such arbitration shall be
conducted in accordance with the Employment Dispute Resolution Rules of the American
Arbitration Association then in effect.




     (b) The parties agree to use their best efforts to cause (i) the two individuals set forth
in the preceding Section 11(a), or, if applicable, the American Arbitration Association, to
appoint the arbitrator within thirty (30) days of the date that a party hereto notifies the
other party that a dispute or controversy exists that necessitates the appointment of an
arbitrator, and (ii) any arbitration hearing to be held within thirty (30) days of the date
of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator
must consent to be available for a hearing, at such time.




     (c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction,
provided that Executive shall be entitled to seek specific performance of Executive’s right
to be paid and to participate in benefit programs during the pendency of any dispute or
controversy arising under or in connection with this Agreement. The Company and Executive
hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating
specific performance of the terms of this Agreement. If any dispute under this Section 11
shall be pending, Executive shall continue to receive at a minimum the base salary which
Executive was receiving immediately prior to the act or omission which forms the basis for
the dispute. At the close of the arbitration, such continued base salary payments may be
offset against any damages awarded to Executive or may be recovered from Executive if it is
determined that Executive was not entitled to the continued payment of base salary under the
other provisions of this Agreement.



     12. Modifications. No provision of this Agreement may be modified, amended, waived or discharged
unless such modification, amendment, waiver or discharge is agreed to in writing and signed by both
Executive and such officer of the Company as may be specifically designated by the Board.



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     13. No Implied Waivers. Failure of either party at any time to require performance by the other
party of any provision hereof shall in no way affect the full right to require such performance at
any time thereafter. Waiver by either party of a breach of any obligation hereunder shall not
constitute a waiver of any succeeding breach of the same obligation. Failure of either party to
exercise any of its rights provided herein shall not constitute a waiver of such right.



     14. Governing Law. The validity, interpretation, construction and performance of this Agreement
shall be governed by the laws of the State of Michigan without giving effect to any conflicts of
laws rules.



     15. Payments Net of Taxes. Any payments provided for herein which are subject to Federal, State,
local or other governmental tax or other withholding requirements or obligations, shall have such
amounts withheld prior to payment, and the Company shall be considered to have fully satisfied its
obligation hereunder by making such payments to Executive net of and after deduction for all
applicable withholding obligations.



     16. Capacity of Parties. The parties hereto warrant that they have the capacity and authority to
execute this Agreement.



     17. Validity. The invalidity or unenforceability of any provision of this Agreement shall not, at
the option of the party for whose benefit such provision was intended, affect the validity or
enforceability of any other provision of the Agreement, which shall remain in full force and
effect.



     18. Counterparts. This Agreement may be executed in several counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the same instrument.



     19. Entire Agreement. Provided Executive has delivered a written notice of resignation in
accordance with Section 1 hereof, upon the Changeover Date this Agreement will contain the entire
agreement by the parties with respect to the matters covered herein and supersedes any prior
agreement (including, but not limited to, the Existing Agreement), condition, practice, custom,
usage and obligation with respect to such matters insofar as any such prior agreement, condition,
practice, custom, usage or obligation might have given rise to any enforceable right No
agreements, understandings or representations, oral or otherwise, express or implied, with respect
to the subject matter hereof have been made by either party which are not expressly set forth in
this Agreement.



     20. Legal Fees and Expenses. It is the intent of the Company that Executive not be required to
incur the expenses associated with the enforcement of Executive’s rights under this Agreement by
litigation or other legal action because the cost and expense thereof would substantially detract
from the benefits intended to be extended to Executive hereunder. Accordingly, the Company shall
pay or cause to be paid and be solely responsible for any and all



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reasonable attorneys’ and related fees and expenses incurred by Executive (i) as a result of the
Company’s failure to perform this Agreement or any provision hereof or (ii) as a result of the
Company unreasonably or maliciously contesting the validity or enforceability of this Agreement or
any provision hereof as aforesaid.



     21. Code Section 409A. Notwithstanding anything to the contrary in Section 5 hereof, and to the
maximum extent permitted by law, this Agreement shall be interpreted in such a manner that all
payments to Executive under this Agreement are either exempt from, or comply with, Section 409A of
the Code and the regulations and other interpretive guidance issued thereunder (collectively,
“Section 409A”), including without limitation any such regulations or other guidance that
may be issued after the Effective Date.



     The “Lear Corporation Code Section 409A Policies and Procedures” as in effect on the Effective Date
are hereby incorporated by reference in this Agreement as if set forth herein, and shall supersede
any conflicting provisions of this Agreement.



     22. No Excise Tax Gross-Up; Possible Reduction of Payments.




     (a) If it is determined that any amount or benefit to be paid or payable to Executive under
this Agreement or otherwise in conjunction with his employment (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or otherwise in
conjunction with his employment) would give rise to liability of Executive for the excise
tax imposed by Section 4999 of the Code, as amended from time to time, or any successor
provision (the “Excise Tax”), then the amount or benefits payable to Executive (the
total value of such amounts or benefits, the “Payments”) shall be reduced by the
Company to the extent necessary so that no portion of the Payments to Executive is subject
to the Excise Tax; provided, however, such reduction shall be made only if it results in the
Executive retaining a greater amount of Payments on an after-tax basis (taking into account
the Excise Tax and applicable federal, state, and local income and payroll taxes). In the
event Payments are required to be reduced pursuant to this Section 22(a), they shall be
reduced in the following order of priority in a manner consistent with Section 409A: (i)
first from cash compensation, (ii) next from equity compensation, then (iii) pro-rata among
all remaining Payments and benefits.




     (b) The independent public accounting firm serving as the Company’s auditing firm, or such
other accounting firm, law firm or professional consulting services provider of national
reputation and experience reasonably acceptable to the Company and Executive (the
“Accountants”) shall make in writing in good faith all calculations and
determinations under this Section 22, including the assumptions to be used in arriving at
any calculations. For purposes of making the calculations and determinations under this
Section 22, the Accountants and each other party may make reasonable assumptions and
approximations concerning the application of Section 280G and Section 4999 of the Code. The
Company and Executive shall furnish to the Accountants and each other such information and
documents as the Accountants and each other may reasonably request to
make the calculations and determinations under this Section 22. The Company shall bear all
costs the Accountants incur in connection with any calculations contemplated hereby.



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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first
above written.



	 	 	 	 	 
	 	LEAR CORPORATION

 	 
	 	By:  	/s/ Terrence B. Larkin
 	 
	 	 	Name:  	Terrence B. Larkin 	 
	 	 	Title:  	Senior Vice President, General Counsel and Corporate Secretary 	 
	 



	 	 	 	 	 
	 	EXECUTIVE:

 	 
	 	/s/ Robert E. Rossiter
 	 
	 	Robert E. Rossiter 	 
	 	Address: ______________________

                 _______________________

Fax: __________________________ 	 
	 




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