EX-10.1



 Exhibit 10.1 

EMPLOYMENT AGREEMENT 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on November 20, 2015 by and between Autoliv, Inc.,
a Delaware corporation (the “Company”), and Mats Backman, personal number (            ) (the “Executive”), to be effective as of the Effective Date, as
defined in Section 1. 
 BACKGROUND 

The Company desires to engage the Executive as the Chief Financial Officer, Group VP Finance from and after the Effective Date, in accordance
with the terms of this Agreement. The Executive is willing to serve as such in accordance with the terms and conditions of this Agreement. 

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Effective
Date. The effective date of this Agreement (the “Effective Date”) shall be the date that the Executive commences employment with the Company. The Effective Date shall be not later than May 23, 2016 or such earlier date that
the parties can agree to. 
 2. Employment. The Executive is hereby employed on the Effective Date as the Chief Financial Officer,
Group Vice President (CFO). In his capacity as CFO the Executive shall have the duties, responsibilities and authority commensurate with such position as shall be assigned to him by the Chief Executive Officer of the Company and he shall report
directly to the Chief Executive Officer of the Company. The principal work place for the Executive shall be Stockholm, Sweden. 
 3.
Employment Period. The Company hereby agrees to employ the Executive and the Executive hereby agrees to serve the Company from the Effective Date and thereafter unless and until terminated by the Company or the Executive (the
“Employment Period”); provided, however, that (i) the Company must give the Executive written notice of termination of the Executive’s employment not less than six (6) calendar months prior to such date of
termination, and (ii) the Executive must give the Company written notice of termination of his employment not less than six (6) calendar months prior to such date of termination; provided, further, however, that in the event of a
termination by the Company for Cause pursuant to Section 10(b) hereof, the 6-month notice requirement provided in clause (i) of the foregoing provision shall not apply and the Executive’s termination of employment shall be effective
immediately. Notwithstanding the foregoing, the Executive’s employment shall automatically terminate on the earlier occurrence of the last day of the month preceding the Executive’s 65th birthday (“Retirement”). 

4. Extent of Service. During the Employment Period, the Executive shall use his best efforts to promote the interests of the Company
and those of its subsidiary and associated companies (“Affiliates”) and shall devote his full time and attention during normal business hours to the business and affairs of the Company and its Affiliates. In addition, the Executive
shall devote as much time outside normal business hours to the performance of his duties as may in the interests 







 
of the Company be reasonably necessary; provided, however, that the Executive shall not receive any remuneration in addition to that set out in Section 5 hereof in respect of his work
during such time. During the Employment Period, the Executive shall not, without the consent of the Chief Executive Officer, directly or indirectly, either alone or jointly with or as a director, manager, agent or servant of any other person, firm
or company, be engaged, concerned or interested in any business in a manner that would conflict with the Executive’s duties under this Section 4 (including holding any shares, loan, stock or any other ownership interest in any competitor
of the Company), provided that nothing in this Section 4 shall preclude the Executive from holding shares, loan, stock or any other ownership interest in an entity other than a competitor of the Company as an investment. 

5. Compensation and Benefits. 

(a) Base Salary. During the Employment Period, the Executive shall receive a gross salary at the rate of 5 200 000 SEK per year
(“Base Salary”), less normal withholdings, payable in equal monthly installments as are or become customary under the Company’s payroll practices for its employees from time to time. The Compensation Committee (the
“Compensation Committee”) of the Company’s Board of Directors (the “Board”) shall review the Executive’s Base Salary annually during the Employment Period. Any increases to the Executive’s salary
shall become the Executive’s Base Salary for purposes of this Agreement. 
 (b) Short Term Incentive. During the Employment
Period, the Executive shall be eligible to participate in the Company’s short term incentive plan for executive officers, if any, pursuant to which he will have an opportunity to receive an annual incentive based upon the achievement of
performance goals established from year to year by the Compensation Committee (such incentive earned at the stated “target” level of achievement being referred to herein as the “Target Short Term Incentive”). Until
otherwise changed by the Compensation Committee, the Executive’s Target Short Term Incentive shall be forty-five percent (45%) of his Base Salary. Notwithstanding the foregoing, the Executive’s Short Term Incentive earned during
fiscal year 2016, if any, shall be multiplied by a fraction, the numerator of which is the number of days between the Effective Date and the last day of the 2016 fiscal year, and the denominator of which is 365. 

(c) Equity Incentive Compensation. During the Employment Period the Executive shall be eligible for equity grants under the Autoliv,
Inc. Amended and Restated 1997 Stock Incentive Plan (the “1997 Plan”), or any successor plan or plans, having such terms and conditions as awards to other peer executives, as determined by the Compensation Committee in its sole discretion.
Nothing herein requires the Compensation Committee to grant the Executive equity awards or other long-term incentive awards in any year. 

(d) Automobile. During the Employment Period, the Company shall provide the Executive with a company car. The Executive and his
immediate family may also use the company car for personal purposes. The Company shall bear all petrol, maintenance and repair costs, as well as insurance costs and vehicle tax related to the Company car. The Executive shall, however, be liable for
the payment of tax on the taxable benefit resulting from the right to use the company car for personal purposes. 

  
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 (e) Medical Benefits. During the Employment Period, the Executive and his spouse or
significant other is entitled to the Skandia Medical Care Insurance, or any successor arrangement or plan having similar terms and conditions. 

(f) Expenses. During the Employment Period, the Executive shall be entitled to receive payment or reimbursement for all reasonable
traveling, hotel and other expenses incurred by him in the performance of his duties under this Agreement, in accordance with the policies, practices and procedures of the Company as in effect from time to time. The Executive shall provide the
Company with receipts, vouchers or other evidence of actual payment of the expenses to be reimbursed, as requested by the Company. 
 (g)
Temporary Benefits. If requested by the Executive, the Company shall at its expense provide temporary, furnished housing for the Executive for a maximum of six (6) months. 

(h) Conditions of Employment. Normal conditions of employment as issued by the Company apply to the receipt of benefits under this
Section 5. 
 6. Holidays. During the Employment Period, the Executive shall be entitled to yearly holidays amounting to the
minimum legal holiday days plus additional days, in total 30 vacation days. 
 7. Pension. The Company shall pay pension premiums for
defined contribution pension insurance with an amount equal to thirty five percent (35%) of the Executive’s Base Salary. The pension premiums shall include premiums under the ITP plan, giving the Executive certain benefits in the event of
his temporary or permanent illness. The insurance shall be taken out at a reputable insurance company, to be approved of in advance by the Company. 

8. Business or Trade Information. The Executive shall not during or after the termination of his employment hereunder disclose to any
person, firm of company whatsoever or use for his own purpose or for any purposes other than those of the Company any information relating to the Company or its Affiliates or its or their business or trade secrets of which he has or shall hereafter
become possessed. These restrictions shall cease to apply to any information which may come into the public domain (other than by breach of the provisions hereof). In the event that the Executive does not comply with this Section 8, the Company
shall be entitled to damages equal to six (6) times the average monthly Base Salary that the Executive received during the preceding twelve (12) months, if the Executive continues to be employed, or during the last twelve (12) months
prior to his Date of Termination, if the Executive’s employment has terminated; provided, however, that nothing in this Section 8 shall preclude the Company from pursuing arbitration in accordance with Section 16 herein and
seeking additional damages from the Executive in the event that the Company is able to demonstrate to the arbitrators that the value of the damages incurred by the Company due to the Executive’s violation of this Section 8 exceed the
aggregate value of the damages paid by the Executive to the Company pursuant to the foregoing provision. 
 9. Company Property. The
Executive shall upon the termination of his employment hereunder for whatever reason immediately deliver to the Company all designs, specifications, correspondence and other documents, papers, the car provided hereunder and all other property
belonging to the Company or any of its Affiliates or which may have been prepared by him or have come into his possession in the course of his employment. 

  
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 10. Termination of Employment 

 

	 	(a)	Death; Retirement; Disability. 

  

	 	(i)	The Executive’s employment shall terminate automatically upon his death or Retirement. 

  

	 	(ii)	If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period, it may give to Executive written notice of its intention to terminate the
Executive’s employment. “Disability” shall mean the inability of the Executive, as reasonably determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable
accommodation, due to a medically determinable physical or mental illness which has lasted for a period of six (6) consecutive months. At the request of the Executive or his personal representative, the Board’s determination that the
Disability of the Executive has occurred shall be certified by a physician mutually agreed upon by the Executive, or his personal representative, and the Company. 


(b) Termination by the Company. The Company may terminate the Executive’s employment during the Employment Period with or without
Cause. “Cause” for termination by the Company of the Executive’s employment shall mean (i) willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company (other than any such
failure resulting from the Executive’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the
Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its subsidiaries,
monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, (x) no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not
in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company and (y) in the event of a dispute concerning the application of this provision, no claim by the Company that
Cause exists shall be given effect unless the Chief Executive Officer of the Company and the Group Vice President of Human Resources establish to the Board by clear and convincing evidence that Cause exists, subject to Section 10(f) hereof.


  
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 (c) Termination by the Executive. The Executive may terminate his employment during the
Employment Period with Good Reason or without Good Reason. “Good Reason” shall mean the occurrence, without the Executive’s express written consent, of any of the following: 

 

	 	(i)	a material diminution in the Executive’s authority, duties, or responsibilities, other than any such alteration primarily attributable to the fact that the Company may no longer be a public company;


  

	 	(ii)	a material diminution in the Executive’s Base Salary as in effect on the date hereof or as the same may be increased from time to time; 


 

	 	(iii)	the relocation of the Executive’s principal place of employment to a location more than 45 kilometers from the Executive’s principal place of employment on the date hereof or the Company’s requiring the
Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business
travel obligations; or 

  

	 	(iv)	a material breach of this Agreement by the Company. 

  

	 	(v)	the failure by the Company to pay to the Executive any portion of the Executive’s current compensation within seven (7) days of the date such compensation is due; 


 

	 	(vi)	the failure by the Company to continue in effect any compensation plan in which the Executive participates on the date hereof which is material to the Executive’s total compensation, unless an equitable arrangement
(embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not
materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive’s participation relative to other participants, as existed on the date hereof; or 


 

	 	(vii)	the failure by any successor to the business of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) 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. 

 A termination by the Executive
shall not constitute termination for Good Reason unless the Executive shall first have delivered to the Company written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice
must be given no later than 90 days after the initial occurrence of such event), and there shall have passed a reasonable time (not less than 30 days) within which the Company may take action to correct, rescind or otherwise substantially reverse
the occurrence supporting termination for Good Reason as identified by the Executive. The Executive’s termination for Good Reason must occur within a period of 160 days after the occurrence of an event of Good Reason. The Executive’s
continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. Good Reason shall not include the Executive’s death or Disability. 

  
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 (d) Notice of Termination. Any termination by the Company or the Executive of the
Executive’s employment (other than by reason of death or Retirement) shall be communicated by written Notice of Termination from one party hereto to the other party hereto. For purposes of this Agreement, a “Notice of
Termination” shall mean a written notice which shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive’s employment under the provision so indicated, and (iii) specifies the termination date. Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative
vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity
for the Executive, together with the Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of
Cause herein, and specifying the particulars thereof in detail. The failure by the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Company hereunder
or preclude the Company from asserting such fact or circumstance in enforcing the Company’s rights hereunder. 
 (e) Date of
Termination. “Date of Termination” means (i) if the Executive’s employment is terminated other than by reason of death or Retirement, the end of the notice period specified in Section 3 hereof, or (ii) if the
Executive’s employment is terminated by reason of death, the Date of Termination shall be the date of death of the Executive, or (iii) if the Executive’s employment is terminated by reason of Retirement, the Date of Termination shall
be the date of Retirement. 
 (f) Dispute Concerning Termination. Any disputes regarding the termination of the Executive’s
employment shall be settled in accordance with Section 16 hereof (including, without limitation, the provisions regarding costs and expenses related to arbitration). If within fifteen (15) days after any Notice of Termination is given, or,
if later, prior to the Date of Termination (as determined without regard to this Section 10(f)), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination
shall be extended until the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a final judgment, order or decree of the arbitrators (which is not appealable or with respect to which the time for
appeal there from has expired and no appeal has been perfected); provided, however, that the Date of Termination shall be extended by a notice of dispute given by the Executive only if such notice is given in good faith and the Executive
pursues the resolution of such dispute with reasonable diligence. 
 (g) Compensation During Dispute. If the Date of Termination is
extended in accordance with Section 10(f) hereof, the Company shall continue to provide the Executive with the compensation and benefits specified in Section 5 hereof until the Date of Termination, as determined in accordance with
Section 10(f) hereof. Amounts paid under this Section 10(g) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce 

  
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any other amounts due under this Agreement; provided, however, that in the event that the arbitration results in a determination that the Executive is not entitled to severance payments under the
terms of this Agreement, then the Executive shall repay to the Company the compensation received by the Executive during the extended period pursuant to this Section 10(g). 

11. Obligations of the Company Upon Termination of Employment. 

(a) Termination by the Company Other Than for Cause; Termination by the Executive for Good Reason. If, during the Employment Period, the
Company shall terminate the Executive’s employment other than for Cause, or the Executive shall terminate employment for Good Reason, then, and only if within forty-five (45) days after the Date of Termination the Executive shall have
executed a separation agreement containing a full general release of claims and covenant not to sue, in the form provided by the Company, and such separation agreement shall not have been revoked within such time period, the Company shall pay to the
Executive a lump sum severance payment, in cash, equal to one and a half times (1.5x) the Executive’s Base Salary as in effect immediately prior to the Date of Termination, payable within sixty (60) days after the Date of Termination
(or such later date as may be required pursuant to Section 20(c) herein). In addition, the Company shall pay to the Executive any accrued and unpaid salary and bonus through the Date of Termination, accrued and unused vacation pay through the
Date of Termination, in accordance with the Company policy, any unreimbursed business expenses incurred by the Executive and such benefits he or his beneficiaries would otherwise be entitled to receive under any plan, program, policy or practice or
contract or agreement of the Company or its Affiliates (collectively, “Accrued Obligations”). The Company shall withhold all relevant income taxes attributable to such lump sum severance payment in accordance with relevant laws. The
Company shall also pay all relevant social costs attributable to such lump sum severance payment, in accordance with relevant laws. 
 (b)
Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive or the Executive’s legal
representatives under this Agreement and any Accrued Obligations. 
 (c) Retirement; Upon termination of the Executive’s
employment by reason of his Retirement during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the Accrued obligations; provided, however, that the Executive shall nonetheless be
subject to the covenants set forth in Section 13 herein. 
 (d) Cause; Voluntary Resignation. If the Executive’s employment
is terminated by the Company for Cause during the Employment Period, or the Executive voluntarily resigns his employment without Good Reason, this Agreement shall terminate without further obligations to the Executive other than the Accrued
Obligations; provided, however, that the Executive shall nonetheless be subject to the covenants set forth in Section 13 herein. 

12. Non-Duplication of Benefits. Notwithstanding anything to contrary in this Agreement, the aggregate of any amounts payable to the
Executive by the Company pursuant to Section 5 (including any compensation and benefits paid pursuant to such section during any 

  
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applicable termination notice period pursuant to Section 3), Section 10(g) or Section 11 herein shall be offset and reduced to the extent necessary by any other compensation or
benefits of the same or similar type payable under local laws of any relevant jurisdiction so that such other compensation or benefits, if any, do not augment the aggregate of any amounts payable to the Executive by the Company pursuant to
Section 5 (including any compensation and benefits paid pursuant to such section during any applicable termination notice period pursuant to Section 3) or Section 11 herein. It is intended that this Agreement not duplicate benefits
the Executive is entitled to under country “redundancy” laws or under the Company’s severance policy, if any, any related policies, or any other contracts, agreements or arrangements between the Executive and the Company. For the sake
of clarity, there shall be no offset against any other benefits for any Accrued Obligations. 
 13. Non-Competition Covenant; Payment for
Non-Competition Covenant. 
 (a) Except as provided in Section 13(b), during the twelve (12) months immediately following the
termination of his employment with the Company, the Executive shall not (i) accept employment with a competitor of the Company in a capacity in which such competitor can make use of the confidential information relating to the Company that the
Executive has obtained in his employment with the Company, (ii) engage as a partner or owner in such competitor of the Company, nor (iii) act as an advisor to such competitor (the “Non-Competition Covenant”). 

(b) The Non-Competition Covenant shall not apply: 
  

	 	(i)	in the event the Executive’s employment is terminated by the Company other than for Cause; or 

  

	 	(ii)	in the event the Executive resigns for Good Reason. 

 (c) If the Executive does not comply with
the Non-Competition Covenant when applicable, then (i) the Executive shall not be entitled to any benefits pursuant to Section 13(d) below during the period in which the Executive is not in compliance with such Non-Competition Covenant,
and (ii) the Company shall be entitled to damages equal to six (6) times the average monthly Base Salary that the Executive received during the last twelve (12) months prior to the Date of Termination. 

(d) If the Non-Competition Covenant becomes operative, then the Company shall pay to the Executive, as compensation for the inconvenience of
such Non-Competition Covenant, up to twelve (12) monthly payments equal to the Executive’s monthly Base Salary as in effect on the Date of Termination, less the monthly salary earned during such month by the Executive in a subsequent
employment, if any; provided, however, that the aggregate monthly payments from the Company pursuant to this Section 13(d) shall not exceed sixty percent (60%) of the Executive’s annual Base Salary as in effect on the Date of
Termination, and once the 60% aggregate amount has been paid, no further payments will be made under this Section 13(d). As a condition to the receipt of such payments, the Executive must inform the Company of his base salary in his new
employment on a monthly basis. No payments will be made under this Section 13 after the Executive’s termination of employment by reason of his Retirement. 

  
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 14. Inventions. 

(a) The general nature of any discovery, invention, secret process or improvement made or discovered by the Executive during the period of the
Executive’s employment by the Company (hereinafter called “the Executive’s Inventions”) shall be notified by the Executive to the Company forthwith upon it being made or discovered. 

(b) The entitlement as between the Company and the Executive to the Executive’s Inventions shall be determined in accordance with the
current Act (1949:345) on the Right to Inventions made by Employees and the Executive acknowledges that because of the nature of his duties and the particular responsibilities arising therefrom he has a special obligation to further the
interests of the Company’s undertaking. 
 (c) Where the Executive’s Inventions are to be assigned to the Company, the Executive
shall make a full disclosure of the same to the Company and if and whenever required to do so shall at the expense of the Company apply, singly or jointly with the Company or other persons as required by the Company, for letters patent or other
equivalent protection in Sweden and in any other part of the world of the Executive’s Inventions. 
 15. Entire Agreement. This
Agreement takes effect in substitution of all previous agreements and arrangements whether written, oral or implied between the Company and the Executive relating to the employment of the Executive, without prejudice to any rights accrued to the
Company or the Executive prior to the commencement of his employment under this Agreement. 
 16. Disputes. Disputes regarding this
Agreement (including, without limitation, disputes regarding the existence of Cause or Good Reason) shall be settled by arbitration in accordance with the Swedish Arbitration Act. The arbitration shall take place in Stockholm and, unless otherwise
agreed to by both parties, there shall be three (3) arbitrators. The provisions on voting and cumulation of parties and claims in the Swedish Procedural Code shall be applied in the arbitration. All costs and expenses for the arbitration,
whether initiated by the Company or by the Executive, including the Executive’s costs for solicitor, shall be borne by the Company, unless the arbitrators determine the Executive’s claim(s) to be frivolous and in bad faith, in which case
the arbitrators may allocate costs as they deem fit. Any payments due to the Executive pursuant to the preceding sentence shall be made within fifteen (15) business days after delivery of the Executive’s written request for payment
accompanied with such evidence of costs and expenses incurred as the Company reasonably may require. 
 17. Governing Law. This
Agreement shall be governed by and construed in accordance with Swedish law and, where applicable, the laws of any applicable local jurisdictions. 

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

19. Notices. All notices and other communications hereunder shall be in writing and shall be given by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows: 
  

							
	          If to the Executive:
	  		  		  	
				
	          If to the Company:
	  	Autoliv, Inc.	  		  	
		  	Vasagatan 11, 7th Floor	  		  	
		  	SE-107 24 Stockholm	  		  	
		  	Sweden	  		  	
		  	Attention: Secretary	  		  	

 or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and
communications shall be effective when actually received by the addressee. 
 20. U.S. Tax Code Section 409A. This
Section 20 shall apply only in the event that the Executive is or becomes a taxpayer under the laws of the United States at any time during the Employment Period. 

(a) General. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be
paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment
of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the
Executive as a result of the application of Section 409A of the Code. 
 (b) Definitional Restrictions. Notwithstanding anything
in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would
otherwise be payable or distributable hereunder, or a different form of payment of such Non-Exempt Deferred Compensation would be effected, by reason of of a Change in Control or the Executive’s termination of employment, as the case may be,
such Non-Exempt Deferred Compensation will not be payable or distributable to the Executive, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control or
termination of employment, as the case may be, meet any description or definition of “change of control” or “separation from service,” as the case may be, in Section 409A of the Code and applicable regulations (without
giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Non-Exempt Deferred Compensation upon a Change in Control or termination of


  
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employment, however defined. If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, such payment or distribution shall be made on the date, if any, on
which an event occurs that constitutes a Section 409A-compliant “change of control” or “separation from service”, as the case may be, or such later date as may be required by subsection (c) below. If this provision
prevents the application of a different form of payment of any amount or benefit, such payment shall be made in the same form as would have applied absent such designated event or circumstance. 

(c) Six-Month Delay in Certain Circumstances. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that
would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which he is a “specified employee” (as defined
in Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of
interest), or (j)(4)(vi) (payment of employment taxes), (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Executive’s separation from service will
be accumulated through and paid or provided on the first day of the seventh month following the Executive’s separation from service (or, if the Executive dies during such period, within thirty (30) days after the Executive’s death)
(in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. 

(d) Treatment of Installment Payments. Each payment of termination benefits under this Agreement shall be considered a separate
payment, as described in Treas. Reg. Section 1.409A-2(b) (2), for purposes of Section 409A of the Code. 
 (e) Timing of
Release of Claims. Whenever in this Agreement a payment or benefit is conditioned on the Executive’s execution and non-revocation of a release of claims, such as the separation agreement referenced in Section 11(a) hereof, such release
must be executed and all revocation periods shall have expired within 60 days after the Date of Termination; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then,
subject to subsection (c) above, such payment or benefit (including any installment payments) that would have otherwise been payable during such 60-day period shall be accumulated and paid on the 60th day after the Date of Termination provided
such release shall have been executed and such revocation periods shall have expired. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such 60-day period.

 (f) Timing of Reimbursements and In-kind Benefits. If the Executive is entitled to be paid or reimbursed for any taxable expenses
under this Agreement and if such payments or reimbursements are includible in the Executive’s federal gross taxable income, the amount of such expenses payable or reimbursable in any one calendar year shall not affect the amount payable or
reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. The right to any reimbursement for expenses incurred or
provision of in-kind 

  
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benefits is limited to the lifetime of the Executive, or such shorter period of time as is provided with respect to each particular right to reimbursement in-kind benefits pursuant to the
preceding provisions of this Agreement. No right of the Executive to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. 

(g) Timing of Tax Gross-Up Payments. If the Executive is entitled to be reimbursed for any taxes under this Agreement, such tax
reimbursement payment shall be paid by the Company to the Executive no later than December 31 of the year after the year in which the related taxes are remitted to the applicable taxing authorities. 

(signatures on following page) 

  
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 IN WITNESS whereof this Agreement has been executed the day and year first above written. 

 

	
	 /s/ Mats Backman

	 Mats Backman 

	
	AUTOLIV, INC.
	
	 /s/ Jan Carlson

	Jan Carlson
	Chairman & CEO
	
	 /s/ Karin Eliasson

	Karin Eliasson
	Group Vice President Human Resources



  
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