exv10w4






Exhibit 10.4




LEAR CORPORATION

2009 LONG-TERM STOCK INCENTIVE PLAN




2010 RESTRICTED STOCK UNIT TERMS AND CONDITIONS



     1. Definitions. Any term capitalized herein but not defined will have the meaning set
forth in the Plan.



     2. Grant and Vesting of Restricted Stock Units.



     (a) As of the Grant Date specified in the letter that accompanies this document, the Employee
will be credited with the number of Restricted Stock Units set forth in the letter that accompanies
this document. Each Restricted Stock Unit is a notional amount that represents one unvested share
of Common Stock, $0.01 par value, of the Company (the “Common Stock”). Each Restricted Stock Unit
constitutes the right, subject to the terms and conditions of the Plan and this document, to
distribution of a Share if and when the Restricted Stock Unit vests. If the Employee’s employment
with the Company and all of its Affiliates terminates before the date that all of the Restricted
Stock Units vest, his or her right to receive the Shares underlying unvested Restricted Stock Units
will be only as provided in Section 4.



     (b) The Restricted Stock Units will vest on the third anniversary of the Grant Date.
Notwithstanding anything contained herein to the contrary, the right of an Employee to receive
Shares underlying a Restricted Stock Unit will be forfeited if the Committee determines, in its
sole discretion, that (i) the Employee has entered into a business or employment relationship that
is detrimentally competitive with the Company or substantially injurious to the Company’s financial
interests; or (ii) the Employee has been discharged from employment with the Company or an
Affiliate for Cause.



     3. Rights as a Stockholder.



     (a) Unless and until a Restricted Stock Unit has vested and the Share underlying it has been
distributed to the Employee, the Employee will not be entitled to vote in respect of that RSU or
that Share.



     (b) If the Company declares a cash dividend on its shares, then, on the payment date of the
dividend, the Employee will be credited with dividend equivalents equal to the amount of cash
dividend per share multiplied by the number of Restricted Stock Units credited to the Employee
through the record date. The dollar amount credited to an Employee under the preceding sentence
will be credited to an account (“Account”) established for the Employee for bookkeeping purposes
only on the books of the Company. The amounts credited to the Account will be credited as of the
last day of each month with interest, compounded monthly, until the amount credited to the Account
is paid to the Employee. The rate of interest credited under the previous sentence will be the
prime rate of interest as reported by the Midwest edition of the Wall Street Journal for the second
business day of each quarter on an annual basis. The balance in the Account will be subject to the same terms regarding vesting and forfeiture
as



 









 




the Employee’s Restricted Stock Units awarded under the accompanying letter and this document,
and will be paid in cash in a single sum at the time that the Shares associated with the Employee’s
Restricted Stock Units are delivered (or forfeited at the time that the Employee’s Restricted Stock
Units are forfeited).




     4. Termination of Employment. Subject to the forfeiture provisions of clause 2(b)
above, an Employee’s right to receive the Shares underlying his or her Restricted Stock Units after
termination of his or her employment will be only as follows:



     (a) End of Service. If the Employee experiences an End of Service Date, the Employee
will be entitled to receive the Shares underlying any Restricted Stock Units that have then vested.
In addition, the Employee will be entitled to receive immediately the Shares underlying the number
of Restricted Stock Units, if any, that have not yet vested but would have vested under Section 2
if the Employee’s End of Service Date had been 24 months following his actual End of Service Date.
The Employee will forfeit the right to receive Shares underlying any Restricted Stock Units that
have not yet vested or would not have vested in the next 24 months as described in the preceding
sentence. The Employee’s “End of Service Date” is the date of his or her retirement after
attaining age 55 and completing ten years of service.



     (b) Other Termination of Employment. If an Employee’s employment with the Company
shall be terminated for Disability or by the Company for any reason other than Cause, upon the
Employee’s death or, for an Employee who is a party to an employment or severance agreement with
the Company, by the Employee for Good Reason (as defined in the Employee’s employment or severance
agreement), the Employee will be immediately entitled to receive the Shares underlying all of the
Restricted Stock Units that have not yet vested under Section 2 above. If an Employee’s employment
with the Company terminates for any reason other than those provided in Section 4(a) or the first
sentence of this Section 4(b), the Employee or his or her estate (in the event of his or her death
after termination) will forfeit the right to receive Shares underlying any Restricted Stock Units
that have not yet vested. For each Employee who is a party to an employment or severance agreement
with the Company, for purposes of this Section 4, the term “Disability” shall mean “Incapacity” as
defined in such Employee’s employment or severance agreement, as applicable.



     5. Timing and Form of Payment. Except as provided in this Section or in clause 2(b)
or Section 4, once a Restricted Stock Unit vests, the Employee will be entitled to receive a Share
in its place. Delivery of the Share will be made as soon as administratively feasible after its
associated Restricted Stock Unit vests. Shares will be credited to an account established for the
benefit of the Employee with the Company’s administrative agent. The Employee will have full legal
and beneficial ownership with respect to the Shares at that time.



     6. Assignment and Transfers. The Employee may not assign, encumber or transfer any of
his or her rights and interests under the Award described in this document, except, in the event of
his or her death, by will or the laws of descent and distribution.



     7. Withholding Tax. The Company and any Affiliate will have the right to retain
Shares or cash that are distributable to the Employee hereunder to the extent necessary to



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satisfy any withholding taxes, whether federal or state, triggered by the distribution of
Shares or cash pursuant to the Award reflected in this document.




     8. Securities Law Requirements.



     (a) The Restricted Stock Units are subject to the further requirement that, if at any time the
Committee determines in its discretion that the listing or qualification of the Shares subject to
the Restricted Stock Units under any securities exchange requirements or under any applicable law,
or the consent or approval of any governmental regulatory body, is necessary as a condition of, or
in connection with, the issuance of Shares under it, then Shares will not be issued under the
Restricted Stock Units, unless the necessary listing, qualification, consent or approval has been
effected or obtained free of any conditions not acceptable to the Committee.



     (b) No person who acquires Shares pursuant to the Award reflected in this document may,
during any period of time that person is an affiliate of the Company (within the meaning of the
rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933
(the “1933 Act”)) sell the Shares, unless the offer and sale is made pursuant to (i) an effective
registration statement under the 1933 Act, which is current and includes the Shares to be sold, or
(ii) an appropriate exemption from the registration requirements of the 1933 Act, such as that set
forth in Rule 144 promulgated under the 1933 Act. With respect to individuals subject to Section
16 of the Exchange Act, transactions under this Award are intended to comply with all applicable
conditions of Rule 16b-3, or its successors under the Exchange Act. To the extent any provision of
the Award or action by the Committee fails to so comply, the Committee may determine, to the extent
permitted by law, that the provision or action will be null and void.



     9. No Limitation on Rights of the Company. Subject to Sections 4.3 and 15.2 of the
Plan, the grant of the Award described in this document will not in any way affect the right or
power of the Company to make adjustments, reclassification or changes in its capital or business
structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its
business or assets.



     10. Plan, Restricted Stock Units and Award Not a Contract of Employment. Neither the
Plan, the Restricted Stock Units nor any other right or interest that is part of the Award
reflected in this document is a contract of employment, and no terms of employment of the Employee
will be affected in any way by the Plan, the Restricted Stock Units, the Award, this document or
related instruments, except as specifically provided therein. Neither the establishment of the
Plan nor the Award will be construed as conferring any legal rights upon the Employee for a
continuation of employment, nor will it interfere with the right of the Company or any Affiliate to
discharge the Employee and to treat him or her without regard to the effect that treatment might
have upon him or her as an Employee.



     11. Employee to Have No Rights as a Stockholder. Except as provided in Section 3
above, the Employee will have no rights as a stockholder with respect to any Shares subject to the
Restricted Stock Units prior to the date on which he or she is recorded as the holder of those
Shares on the records of the Company.



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     12. Notice. Any notice or other communication required or permitted hereunder must be
in writing and must be delivered personally, or sent by certified, registered or express mail,
postage prepaid. Any such notice will be deemed given when so delivered personally or, if mailed,
three days after the date of deposit in the United States mail, in the case of the Company to 21557
Telegraph Road, Southfield, Michigan, 48033, Attention: General Counsel and, in the case of the
Employee, to the last known address of the Employee in the Company’s records.



     13. Governing Law. This document and the Award will be construed and enforced in
accordance with, and governed by, the laws of the State of Michigan, determined without regard to
its conflict of law rules.



     14. Code Section 409A. Notwithstanding any other provision in this Restricted Stock
Unit document, if an Employee is a “specified employee” (as such term is defined for purposes of
Code Section 409A) at the time of his or her termination of employment, no amount that is subject
to Code Section 409A and that becomes payable by reason of such termination of employment shall be
paid to the Employee before the earlier of (i) the expiration of the six-month period measured from
the date of the Employee’s termination of employment, and (ii) the date of the Employee’s death.



     15. Plan Document Controls. The rights granted under this Restricted Stock Unit
document are in all respects subject to the provisions of the Plan to the same extent and with the
same effect as if they were set forth fully therein. If the terms of this document or the Award
conflict with the terms of the Plan document, the Plan document will control.




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