EX-10.26







Exhibit 10.26

SEPARATION AGREEMENT AND GENERAL RELEASE



This Separation Agreement and General Release is entered into effective as of the 2nd day of
December, 2008, by and between Robert Fesenmyer, a U.S. citizen resident at Holland, OH
(“Employee”) and Dana Holding Corporation and its affiliates and subsidiaries (“Dana”).




Recitals





	A.	 	Employee has been employed by Dana (or its predecessor) in the United States since September
4, 1973. Employee’s last day as an active employee will be December 31, 2008. He has most
recently been serving as Vice President of Logistics Planning and Production Control.






	B.	 	The Employee and Dana have mutually agreed to separate under amicable circumstances after a
full discussion and review of current circumstances and options related to the severe economic
conditions currently existing in Dana’s markets.






	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, General Release and Covenant Not to Sue (the
“Agreement”) in order to permit Employee 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 December 23rd, 2008.
	 
	 	2.	 	Employment Records. Dana’s records will indicate that Employee’s
employment was ended by retirement effective December 31, 2008. Employee will receive
his final pay as an active employee at that time together with any accrued unused
vacation. Copies of this Agreement will be maintained in Employee’s human resources
file.




1









 






	 	3.	 	Payments/Consideration. Employee shall receive the following as
consideration for Employee’s acceptance and execution of this Separation Agreement and
Release. 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 up to the amount of One
Thousand, Five Hundred Dollars ($1,500) for legal services used by
Employee in the negotiation and execution of this Separation Agreement
and Release.
	 
	 	b.	 	Dana shall provide Employee with outplacement
services in the U.S. at a cost of up to $15,000 to be direct billed to
Dana with a firm that may be chosen by the Employee subject to Dana’s
reasonable right of approval.
	 
	 	c.	 	Employee will receive a lump sum payment equal
to fifty six weeks 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) 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
for the Employee until December 31, 2008 as the last day of the month in which his
employment terminated. The Employee will also receive twelve months of subsidized COBRA
(requiring payment of only the employee’s premium (based on the coverage chosen) from
January 1, 2009 through December 31, 2009). Subsequently, the Employee shall be entitled
to an additional twelve months of COBRA coverage (at the standard COBRA rate) in
accordance with the legal requirements of COBRA.




2









 






	 	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 Senior Management Life Insurance
Plan policy will be assigned to the Employee with the 2008 premium having been paid. The
effective date of his termination for the purposes of such plans shall be December 31,
2008. It is expected that no Annual Incentive Plan (“AIP”) payout will occur due to
Dana’s performance against applicable standards. Nonetheless, if Dana’s Board of
Directors 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. The Employee’s PERQ allowance will
continue through December 31, 2008 as the end of the Employee’s last month on the active
payroll.
	 
	 	6.	 	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 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, severance plans, programs or policies
(including but not limited to the 2008 Voluntary Separation Program), 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 the Employee as a senior executive of Dana, whether under the Bylaws,
Restated Certification 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





3









 






	 
	 		 	hereunder nor does it prelude Employee from filing any claim
for workers’compensation.
	 
	 	7.	 	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 automotive 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 either North America
during calendar year 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 during calendar year 2009.
	 
	 	8.	 	Non-Disparagement. Employee shall not disparage or criticize Dana or any
of 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 obligation hereunder this obligation
will apply to actions or statements made solely by any members of Dana’s Executive
Committee.
	 
	 	9.	 	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
retirement 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 reasonable expenses, as well as 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 but not be limited to:






4









 






	 	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.






	 	10.	 	Confidentiality. The parties agree that this Agreement, and the terms
hereof, are confidential 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 law or legal process or as
to statements made to 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.
	 
	 	11.	 	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.
	 
	 	12.	 	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




5









 






	 
	 		 	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.
	 
	 	13.	 	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.
	 
	 	14.	 	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.
	 
	 	15.	 	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 enforceable.
	 
	 	16.	 	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. This Agreement
may only be amended in writing signed by the parties.
	 
	 	17.	 	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.
	 
	 	18.	 	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.
	 
	 	19.	 	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.




6









 






	 	 20.	 	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/ Robert Fesenmyer	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Robert Fesenmyer	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:

	 	/s/ Gary M. Golden	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	DANA LIMITED	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Robert Marcin	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Chief Administrative Officer	 	 







7