EX-10.1






Exhibit
10.1


SEPARATION AGREEMENT



This Separation Agreement and General Release is entered into effective as of the 15th
day of December, 2008, by and between Tom Stone, a U.S. citizen with resident at Maumee, OH
(“Employee”) and Dana Holding Corporation, a Delaware Corporation together with its affiliates and
subsidiaries (collectively referenced herein as “Dana” or the “Company”).




Recitals





	A.	 	Employee has been employed by Dana (or its predecessor) in the United States since June 27,
2005. Employee’s last day as an active employee will be December 31, 2008. He has most
recently been serving as President, Light Axle Products Group, Automotive Systems Group.






	B.	 	The Employee and Dana have mutually agreed to separate under amicable circumstances after a
full discussion and review of current circumstances and options.






	C.	 	Employee and Dana have concluded that it would be in the best interests of both Employee and
Dana to enter into this Separation Agreement and General Release (the “Agreement”) in order to
replace and supercede the Executive Agreement between the Executive and the Company entered
into on May 16, 2007 (the “Executive Agreement”) and permit Employee and Dana to separate
under mutually agreed terms to pursue other options outside of Dana.






	D.	 	In order to recognize the above-described concerns, and without either party admitting any
liability to the other except for such obligations as shall be herein below assumed, Employee
and Dana have agreed as set forth below.





     NOW, THEREFORE, for value received, the receipt and sufficiency of which is hereby
acknowledged, intending to be bound by this Agreement, the parties agree as follows:




	 	1.	 	Employment. Employee and Dana agree that Employee’s current duties at Dana
will end, effective upon the expiration of the seven day period for revocation described
below in Paragraph 13.. Between the effective date of this Agreement and December 31,
2008, Employee will work on such ongoing and transition matters as Dana may reasonably
assign. The Executive Agreement and Exhibit A thereto will be terminated and of no
further force and effect as of December 31, 2008.




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	 	2.	 	Employment Records. Dana’s records will indicate that Employee’s
employment was terminated by job elimination for reasons related to the severe economic
conditions in Dana’s market, effective December 31, 2008. The Employee will receive his
final pay as an active employee together with (i) his December, 2008 perquisite allowance
and (ii) any accrued unused vacation at the end of December, 2008. Copies of this
Agreement will be maintained in Employee’s human resources file.
	 
	 	3.	 	Payments/Consideration. Employee shall receive the following as
consideration for Employee’s acceptance and execution of this Separation Agreement and
Release (as summarized on attached Exhibit A). Employee acknowledges that each item
listed constitutes special consideration in exchange for the promises made herein and
that Dana was not otherwise obligated to provide these payments or benefits to Employee:






	 	a.	 	Upon the receipt of an invoice detailing the
charges, Dana will reimburse Employee for legal services used by
Employee in the negotiation and execution of this Separation Agreement
and Release up to a maximum cost of Two Thousand Dollars ($2,000).
	 
	 	b.	 	Dana shall provide Employee with outplacement
services in the U.S. at a cost of up to $20,000 to be direct billed to
Dana. The Employee shall have 30 days from the execution of this
Agreement to elect to use the outplacement services or the Employee
may, in lieu thereof, elect to receive the $20,000 cost in a direct
payment from Dana (subject to deduction of required taxes). If the
Employee elects the direct payment option, he must provide Dana with
written notice and the payment will be made no later than the month
following the month during which such written notice is received.
	 
	 	c.	 	Employee will receive a lump sum payment equal
to 12 months of base compensation with all deductions required by law.
This payment will be made within 30 days after the expiration of the
period for revocation described below in Paragraph 12 except that to
the extent any part of this payment would be considered “deferred
compensation” not exempt from the requirements of Section 409A of the
Internal Revenue Code as referenced in Paragraph 11 below, that portion
(if any) of the lump sum payment which exceeds the lesser of (A) two
times the Employee’s annualized compensation from Dana for the 2007
calendar year, or (B) $460,000 (i.e. two times the annual limit on
compensation as may be in effect under Section 401(a)(17)




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	 	 	 	of the Internal Revenue Code for 2008), shall not be paid to Employee
until six months and one day after the Employee’s termination date (or,
if earlier, upon the Employee’s death).






	 	4.	 	Health Insurance & Other Benefits. Dana will provide group health insurance
and for Employee until December 31, 2008 as the last day of the month in which his
employment terminated. The Employee will also receive 18 months of subsidized COBRA
(requiring payment of only the employee’s premium (based on the coverage chosen) from
January 1, 2009 through June 30, 2010. Subsequently, the Employee shall be entitled to
an additional 6 months of COBRA coverage (at the standard rate) in accordance with the
legal requirements of COBRA.
	 
	 	5.	 	Other Benefits. Dana shall provide Employee with the benefits to which he
is entitled in accordance with the provisions of any applicable Dana plans in which he
participates (including but not limited to the 2008 Dana Holding Corporation Omnibus
Stock Incentive Plan) to the extent that such benefits represent those that Employee is
either vested in or otherwise entitled to receive. The effective date of his termination
for the purposes of such plans shall be December 31, 2008. The specific treatment of
Long-Term Incentive Plan grants are referenced on Exhibit A. It is expected that no 2008
Executive Incentive Compensation (“EIC”) payout or Annual Incentive Plan (“AIP”) payout
will occur due to the Company’s performance against applicable standards, but if such
payout(s) occur, the Employee shall receive the payout(s) set forth on Exhibit A
notwithstanding his separation from Dana. Nonetheless, if the Board should, in the
exercise of its sole discretion, declare a bonus to be payable to senior executives of
the Company, then the Employee will be eligible for any such payout notwithstanding his
separation from Dana. No EIC payout will be made unless the Company qualifies for such a
payout and a 2008 EIC payout is made to any other eligible Executive. The Employee’s
PERQ allowance will continue through the end of the Employee’s last month on the active
payroll.
	 
	 	6.	 	SERP. The Employee’s termination will be considered an Involuntary
Termination without Cause and the Employee shall receive a SERP benefit as calculated in
accordance with Paragraph 2.5 of the SERP dated June 27, 2005, and set forth in attached
Exhibit A, subject to the requirements of Section 409A of the Internal Revenue Code as
more particularly described in Paragraph 3 c. above.
	 
	 	7.	 	General Release. Employee, on behalf of himself and his attorneys, agents,
representatives, successors, assigns, heirs, administrators and executors (collectively,
“Releasors”) hereby forever releases and discharges Dana and any of its affiliates,
parent or subsidiary entities, owners, partners, officers, directors, agents, employees,
representatives, employee benefit plans, plan




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	 	 	 	administrators or plan sponsors, attorneys and executors (collectively,
“Released Parties”), from any and all claims, demands, suits, liabilities, charges or
grievances of any nature whatsoever, whether known or unknown, arising prior to the
execution of this Agreement by all parties hereto or relating in any way to Employee’s
employment, employment agreements or contracts with Dana or the termination of such
employment or the negotiation and execution of this Agreement, whether the same be
sounding in tort, contract or for the violation of any federal, state or local statute,
code, common law or ordinance, including, but not limited to, Title VII of the Civil
Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the
Americans with Disabilities Act, the Family Medical Leave Act, or any parallel federal
or state statute, ordinance or court decision and claims for attorneys fees and costs.
It is understood that this Release constitutes a general release. Notwithstanding the
foregoing to the contrary, however, Employee does not release Dana from any obligations
of indemnification which flow to Employee as a senior executive or officer of Dana,
whether under the Bylaws, Restated Certificate of Incorporation, other corporate
constitutive documents, or under law, for matters as to which Employee is entitled to
indemnification from Dana while he was an employee of Dana. Employee recognizes that
Dana does not have any obligation to reinstate or reemploy him, and he agrees not to
reapply for employment at Dana or at any Dana facility. This Release does not prevent
Employee from suing Dana to enforce Dana’s obligations hereunder nor does it preclude
Employee from filing any claim for workers’ compensation.
	 
	 	8.	 	Non-Competition and Non-Solicitation Obligations. The parties recognize
that due to his position within Dana, Employee has a special knowledge of Dana’s business
plans, people, and confidential trade secret information. It is further agreed that the
disclosure of this information would result in extensive damage to Dana. Dana, for its
part, recognizes Employee will need to make a living to support his family. In order to
meet the interests of both parties, and in consideration of Dana’s promises set forth in
Paragraph 4 above, Employee agrees that he will not without the express prior written
approval of Dana, prior to June 30, 2009, provide services of any kind for remuneration
to any business, individual, or entity located in North or South America which has
products which compete with axle products of Dana which represent more than 10% of Dana’s
2008 sales from those businesses for which Employee had responsibility during his final
twenty four months of employment with Dana. Further, Employee agrees not to solicit or to
assist or otherwise become involved in the solicitation of any Dana employee for
employment outside of Dana or its subsidiaries or affiliates in North America prior to
June 30, 2009. Employee further agrees to make full disclosure of the applicable
obligations contained in Paragraphs 7 through 10 of this Agreement to any prospective
employer prior to June 30, 2009.
	 
	 	9.	 	Non-Disparagement. Employee shall not disparage or criticize Dana or any of




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	 	 	 	its businesses or employees to third parties whether inside or outside of Dana.
Further, Dana will not disparage or criticize Employee to prospective employers or to
third parties whether inside or outside of Dana. Provided however, that (i) neither Dana
nor Employee shall be held in violation of this provision for any statements believed to
be truthful if such statement is required by law, legal process or made with the consent
of the other party and (ii) for purposes of Dana’s obligations hereunder this obligation
will apply to actions or statements made solely by any members of Dana’s Executive
Committee.
	 
	 	10.	 	Reasonable Cooperation. Employee agrees that he will reasonably cooperate
on any reasonable requests from Dana regarding the transition of responsibilities from
the Employee and will further cooperate with Dana for two years subsequent to his
separation in connection with governmental compliance or pending actual or threatened
litigation involving Dana that relate to events, occurrences or conduct occurring (or
claimed to have occurred) during the period of the Employee’s employment. Dana will
reimburse the Employee for his actual reasonable expenses, as well as his actual
reasonable attorneys’ fees (if independent counsel is necessary). Any such cooperation
shall be at the reasonable request of Dana and would be subject to the reasonable demands
of the Employee’s schedule. Cooperation will include and be limited to:






	 	a)	 	Making himself reasonably available for
interviews and discussions with Dana’s counsel as well as for
depositions and trial testimony;
	 
	 	b)	 	Making himself reasonably available and
cooperating in connection with the preparation with Company counsel of
any testimony required whether as part of a deposition or trial
testimony;
	 
	 	c)	 	Refraining from impeding in any way Dana’s
prosecution or defense of any such litigation or administration
proceeding; and
	 
	 	d)	 	Cooperating fully in the development and
presentation of Dana’s prosecution or defense of such litigation or
administrative proceeding.






	 	11.	 	Confidentiality. The parties agree that this Agreement, and the terms
hereof, are confidential except as such disclosure may be required to discharge any SEC or
other relevant legal obligation and may not be disclosed in any manner to any third party
except in a proceeding to enforce the terms hereof or if required by applicable law or
legal process or as to statements made to




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	 	 	 	Employee’s wife, lawyer and tax or financial advisors in connection with the negotiation
of this Agreement or the implementation of its terms. Employee acknowledges that he is
subject to restrictions against disclosure of confidential or trade secret information
through both written agreement with Dana and the effect of common law. Employee will
take affirmative steps reasonably necessary or required by Dana to protect confidential
and proprietary information from inappropriate disclosure and will give Dana reasonable
prior notice in order to permit the Company to act in the event that disclosure of
confidential or proprietary information is required by law or court order.
	 
	 	12.	 	Section 409A. It is the intent of the parties that this Agreement be
administered so as to comply with Section 409A of the Internal Revenue Code and all
applicable regulations. The parties intend that since the Employee is considered a
“specified employee” of Dana for purposes of Section 409A any payment due hereunder which
is “deferred compensation” subject to Section 409A shall be delayed for at least six (6)
months after the date of Employee’s termination as deemed reasonably necessary by counsel
for Dana in order to avoid any violation and/or Section 409A penalties.
	 
	 	13.	 	Consideration of Agreement. Employee acknowledges that he has twenty-one
(21) days from his receipt of this Agreement to decide if he wishes to agree to its terms,
and that he is under no obligation to communicate his decision whether or not to execute
this Agreement before the 21-day period has expired. Employee further acknowledges that
he has seven (7) days after he has signed this Agreement to revoke the Agreement, and the
Agreement shall neither be effective nor enforceable until after the seven (7) day period
has expired. Any revocation of this Agreement must be in writing and delivered to Dana’s
Human Resource Manager at the corporate office before the expiration of the seven (7)
days.
	 
	 	14.	 	Discussion with Counsel. Employee acknowledges that he has been given an
ample opportunity to fully discuss the terms of this Agreement with counsel of his own
choosing and, in fact, Dana has suggested to him that he take such opportunity. Employee
understands and voluntarily accepts the terms of this Agreement, and believes it to be a
fair and reasonable settlement of any and all outstanding issues between the parties.
	 
	 	15.	 	No Admission. It is expressly understood and agreed that, by entering into
this Agreement, none of the parties hereto are admitting any wrongdoing or liability, and
that all parties expressly deny having engaged in any unlawful conduct of any nature.
	 
	 	16.	 	Severability. Should any provision of this Agreement be held to be illegal
or unenforceable by a court of competent jurisdiction, it shall be deemed severed from
the Agreement and the remaining provisions shall remain fully




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	 	 	 	enforceable.
	 
	 	17.	 	Complete Agreement. This Agreement represents the complete and entire
understanding of the parties, and supersedes all prior agreements, representations, and
understandings, express or implied, concerning the subject matter hereof, including the
Executive Agreement. This Agreement may only be amended in writing signed by the
parties.
	 
	 	18.	 	Assignability. Neither this Agreement nor any rights or obligations
hereunder may be assigned by either party without the express written consent of the
other party hereto except that in the unfortunate and unlikely event of Employee’s death
before the receipt of all payments under Paragraphs 3-7, and his receipt of all other
benefits described herein, the Employee’s heirs, beneficiaries, and/or representative
shall be entitled to all such payments and benefits on the same terms and conditions as
Employee would receive them under this Agreement were he alive, subject to the terms and
conditions of the applicable benefit plans.
	 
	 	19.	 	Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
	 
	 	20.	 	Choice of Law. This Agreement shall be deemed to have been made at Toledo,
Ohio and shall be interpreted in accordance with Ohio law without regard to choice of law
provisions.
	 
	 	21.	 	Disputes. The parties agree to utilize arbitration for disputes prior to
resort to a judicial forum except to enforce rights under Paragraphs 7 through 10 above.
In the case of such enforcement actions, resort to court for injunctive remedies shall be
immediately available. Arbitration hereunder shall take place in Toledo, Ohio using the
rules of the American Arbitration Association.





     The parties acknowledge and understand that this Agreement has been negotiated at arm’s length
between the parties and that each party has had the opportunity to fully consult with counsel of
their own choosing and is completely informed with respect to the terms, covenants, conditions, and
obligations contained in this Agreement and the meaning and effect thereof. Each party has freely
and voluntarily entered into this Agreement with the full knowledge of its impact and effect.



     IN WITNESS WHEREOF, the parties have duly executed this Agreement by their signatures below.



	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 
	WITNESS:

	 	/s/ Gary M. Golden
	 	NAME:	 	 	 
	 

	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Thomas R. Stone	 
	 

	 	 	 	 	 	 	 
	 

	 	 	 	 	 	         12/15/08	 






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	WITNESS:

	 	/s/ Gary M. Golden
	 	DANA HOLDING CORPORATION	 
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Robert Marcin	 
	 

	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Chief Administrative Officer	 







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