exv10w1



 



Exhibit 10.1












Lear Corporation

World Headquarters

21557 Telegraph Road

P.O. Box 5008

Southfield, MI 48033

USA

Phone (248)447-1562

Fax (248)447-1677

Roger A. Jackson

Senior Vice President

Human Resources









October 2, 2007




Mr. Douglas G. DelGrosso

460 Linden Street

Birmingham, MI 48009




Dear Doug:



As we have discussed, your employment with Lear Corporation (‘Lear”) terminated as of August 14,
2007 (the “Date of Termination”). For purposes of your employment agreement with Lear dated March
15, 2005 (the “Employment Agreement”), the termination was
by Lear without Cause. Therefore, (a) you are entitled to the
benefits described in Section 5(d)(i) of the Employment
Agreement and (b) if you execute the Acknowledgment and Release
of Claims attached as Exhibit A, you are entitled to the
benefits described in Section 5(d)(ii). A list summarizing such
benefits is attached as Exhibit B.



You have requested that Lear pay to you, in lieu of the bonus prorated for the portion of the bonus
measurement period occurring prior to the Date of Termination, as described in Section 5(d)(i) of
the Employment Agreement, the entire bonus to which you would be entitled for the year 2007 if you
remained employed through the date such bonus would become payable in 2008. Such bonus, if any,
will be paid to you at the same time as existing employees receive their bonus payment. You have
also requested that Lear permit you to make a new election with respect to the time and form of
payment of all amounts to which you are entitled under the Lear Corporation Executive Supplemental
Savings Plan (the “ESSP”), notwithstanding the fact that the terms of the ESSP do not contemplate
such an election. (We would recommend that any such election select a distribution date that is at
least six months after your Date of Termination in order to minimize the risk of adverse tax
consequences for yourself under Section 409A of the Internal Revenue Code.)



Lear agrees to each of the two requests described above if you agree to, and continue to comply
with, the terms and conditions set forth in this letter agreement (the “Separation Agreement”), as
set forth below and in the Acknowledgment and Release of Claims.





The
parties agree and recognize that certain provisions of the Employment Agreement
by their express terms survive the termination
of the Employment Agreement, including but not limited to those
provisions set forth in Section 5 (Compensation Upon
Termination), Section 10 (entitled “Noncompetition”), Section 11 (entitled
“Confidentiality and Cooperation”), and Section 12
(entitled “Arbitration”). Each party reaffirms its
continuing obligations under these Sections of the Employment
Agreement for the respective periods specified therein. For clarification purposes,
you and Lear agree that “Competitive Activity” as defined in the Employment
Agreement shall not include providing services to any supplier to an original
automotive vehicle manufacturer which does not directly or indirectly compete with
(or plan to compete with) Lear’s core businesses of automotive seating, electrical
distribution systems and electronic products or any related business.



 









 










Page 2





You further agree and acknowledge that continued application of the Noncompetition
and Confidentiality and Cooperation provisions served as a material inducement to
Lear to provide you with the bonus and ESSP election opportunity under this
Separation Agreement. In addition, you agree and acknowledge that the scope and
duration of the restrictions on your activities under Sections 10 and 11 of the
Employment Agreement are reasonable and necessary to protect the legitimate business
interests of Lear and that you will be reasonably able to earn a living without
violating the terms of such Sections.




You will not challenge the enforceability of the restrictions on your activities
contained in this Separation Agreement or in the Employment Agreement. You further
agree and acknowledge that Lear has a legitimate business interest in preventing you
from violating Sections 10 and 11 of the Employment Agreement and that Lear would be
immediately and irreparably harmed, and that such harm would not be readily
susceptible to measurement in economic terms, or economic compensation would be
inadequate, if you were to violate Sections 10 and 11 of the Employment Agreement or
if its terms were not specifically enforced. You therefore agree that in the event
that you violate, threaten to violate, or will inevitably violate Section 10 or 11
or a material term of Section 10 or 11, Lear shall be entitled to preliminary and
permanent injunctive relief, specific performance, any other equitable remedies, in
addition to any and all remedies at law or equity, in a court of competent
jurisdiction without the necessity of posting a bond. You further agree and
acknowledge that you will pay the reasonable attorneys’ fees of Lear in bringing an
action to enforce Sections 10 and 11 in the event a court concludes (at any stage)
that you have violated a material term of either of those Sections. Lear agrees and
acknowledges that it will pay your reasonable attorneys’ fees if it brings an action
to enforce Sections 10 and 11 in the event a court concludes (at any stage) that you
have not violated a material term of either of those sections.




You acknowledge the continuing application of Section 12 of the Employment Agreement
and agree that all disputes under the Employment Agreement and this Separation
Agreement will be subject to mandatory arbitration, except that Lear may initiate
proceedings in a court of competent jurisdiction to enforce Sections 10 or 11 of the
Employment Agreement without referring such claims to arbitration. All other
disputes, claims and actions must be submitted to arbitration.




You will not, personally or on behalf of any other person or entity, (i) except as
required by legal process in a proceeding initiated by a third party not affiliated
with you, directly or indirectly utilize or convey any non-public confidential or
proprietary information of Lear or any of its affiliates obtained by you while
employed by Lear, (ii) participate or be involved directly or indirectly in any
business or business relationship currently maintained, possessed or being pursued
by Lear or any of its affiliates if you had any direct involvement in such business
or business relationship, or supervised the efforts of those who have any direct
involvement in such business or business relationship, while you were employed by
Lear, or (iii) interfere with any business relationship, contract or agreement
involving Lear or any of its affiliates.



 









 










Page 3





You agree that you shall not at any time engage in any form of conduct, nor make any
statements or representations, that disparage or otherwise impair the reputation,
goodwill or interests of: Lear or its affiliates; their products or services; Lear’s
Board of Directors or any of the past, current or future directors of Lear; Lear’s
past, current or future officers; Lear’s past, current or future shareholders,
attorneys, accountants, employees or independent contractors; or successors to Lear
or any of its affiliates. Lear agrees not to engage in any form of conduct or to
make any statements or representations that disparage or otherwise impair your
reputation.




You will promptly return to me all property of Lear and its affiliates, regardless
of the type or medium (i.e., computer disk, CD-ROM) upon which it is maintained,
including, but not limited to, business plans and strategies, financial data or
reports, memoranda, correspondence, software, compensation and commission plans
(except to the extent such plans relate to your own compensation or the benefits due
to you hereunder), and any other documents pertaining to the business of Lear, or
its affiliates, customers or vendors, as well as any vehicles, credit cards, keys,
identification cards, and any other personal property, documents, writings and
materials that you came to possess or otherwise acquired as a result of and/or in
connection with your association with Lear and that no copies or duplicates of any
documents have been retained.


It only remains for me to thank you for your commitment, leadership and many accomplishments at
Lear during your long tenure here. I truly wish you all the best in your future endeavors.




Sincerely,




/s/ Roger
A. Jackson

Roger A. Jackson

Senior Vice President, Human Resources



I hereby agree to and accept the terms and conditions described above and in the Acknowledgment and
Release of Claims.




	 	 	 	 	 	 
	 	 	 	 
	/s/ Douglas G. DelGrosso	 	Date: 	10/03/07	 
	Douglas G. DelGrosso        	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 








EXHIBIT A




ACKNOWLEDGEMENT AND RELEASE OF CLAIMS



In consideration of the promise by Lear Corporation (the “Company”) to pay to me a Severance
Payment, as defined in the letter agreement between the Company and me effective March 15, 2005
(the “Employment Agreement’) and modified by that certain
letter from the Company to me dated October 2, 2007, to which I acknowledge I am not otherwise entitled, I hereby
voluntarily release any and all claims arising up to the date hereof, known or unknown, which I may
have against the Company, its affiliates, subsidiaries and its/their present and former directors,
officers, employees, agents, customers, insurers and plan administrators, relating directly or
indirectly to my employment and/or termination of my employment with the Company, including but not
limited to, all claims for breach of contract, wrongful or retaliatory discharge, employment
discrimination, disability discrimination, age discrimination, including all claims under the Age
Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act,
harassment, personal injury, and any other claims under any federal, state or local law or common
law, including but not limited to any claim for costs and/or attorneys’ fees. I further waive any
right to monetary recovery should any administrative or governmental agency or any other person or
entity pursue any claims on my behalf. This release does not include any claims concerning the
performance of this Acknowledgement and Release of Claims and any claims concerning any vested
retirement benefits to which I may be entitled.



I agree that I have been compensated for all hours worked, have not suffered any on-the-job injury
for which I have not already filed a claim, and have been provided with any leave to which I am
entitled.



I acknowledge my continuing obligations under the Employment Agreement, including but not limited
to, my continuing obligation under Section 10 of the Employment Agreement to refrain from engaging
directly or indirectly in any Competitive Activity until two years after the Date of Termination
(each such capitalized term has the meaning set forth in the Employment Agreement).



I understand that nothing in this Acknowledgement and Release of Claims shall limit or obviate the
obligations set forth in the Invention and Secrecy Agreement, attached hereto as Attachment 1, that
I agreed to and signed during my employment with the Company. I understand that I continue to
remain bound by that Agreement and the obligations set forth thereunder.



I understand and agree that despite my termination from the Company, it may be necessary for me to
cooperate with the Company with respect to matters of which I may have knowledge due to my
employment, including but not limited to any transition of my work responsibilities and any defense
of any claims, causes of action, or charges brought by or against the Company. I agree to cooperate
fully with the Company to the extent necessary and reasonable, including talking to and/or meeting
with Company representatives, employees, agents and attorneys and providing, if necessary,
testimony in any forum. The Company in turn agrees to provide reasonable notice to me should my
cooperation in any matter be required. I agree that any failure to provide such cooperation as may
be required shall be a breach of a material term of this Acknowledgement and Release of Claims.



I agree that if I violate any term of this Acknowledgement and Release of Claims, the Company shall, to the extent permitted by law, be entitled to




 









 







recover from me the Severance Payment paid to me in consideration of my promises contained herein,
and the Company and other released persons shall, to the extent
permitted by law, be entitled to recover any costs and attorneys’ fees incurred to enforce the terms of this Acknowledgement and
Release of Claims and any other remedies that may be available.



No one has made representations concerning the terms or effect of this Acknowledgement and Release
of Claims other than as stated specifically herein. If any part of this Acknowledgement and Release
of Claims is found by a court to be unenforceable, the remaining portions of this Acknowledgement
and Release of Claims shall be valid and enforceable. This two-page Acknowledgement and Release of
Claims, the Employment Agreement, that certain letter from the
Company to me dated October 2,
2007 and the Invention and Secrecy Agreement set forth the entire agreement between the Company and
me and may not be changed orally but only by an amended agreement set forth in writing and signed
by an authorized representative of the Company.



I have read and understand this Acknowledgement and Release of Claims in its entirety. I accept the
terms and conditions described herein and am signing voluntarily and knowingly. I further
acknowledge that I have been advised to consult an attorney of my choosing prior to signing this
Acknowledgement and Release of Claims, that I have had twenty-one (21) days to consider this
Acknowledgement and Release of Claims before signing it, and that I agree to be bound by its
provisions. I understand that I may revoke my acceptance within seven (7) days of my execution of
this Acknowledgement and Release of Claims by written notification sent to Roger Jackson, 21557
Telegraph Road, Southfield, Michigan 48033, which revocation must be received within seven (7) days
after my execution.




	 	 	 	 	 	 
	 	 	 
	Signature: 	/s/ Douglas G. DelGrosso	 	Date: 	10/03/07	 
	 	Douglas G. DelGrosso 	 
	 	 	 



 









 






	 	 	 	 	 



EXHIBIT A




ACKNOWLEDGEMENT AND RELEASE OF CLAIMS




ATTACHMENT 1: Invention and Secrecy Agreement




 









 










INVENTION AND SECRECY AGREEMENT





(To be signed by all applicants prior to employment)



In consideration of my employment by Lear Corporation, its subsidiaries and affiliated companies
(collectively, the “Company” or “Lear”) I, the undersigned employee, agree as follows:





	1.	 	Protection of Trade Secrets and Confidential Information.






	 	1.1	 	I will hold in strictest confidence, and not use, publish or other wise
disclose to any person, firm or corporation trade secrets and confidential information
of Lear (collectively, “Confidential Information”) except as such disclosure or use may
be required in connection with my work for Lear. This Confidential Information
includes technical know-how and specifications, business know-how and information,
procedures, processes, formulas, designs, blueprints, notes, memoranda, documentation,
works in process, experimental works, ideas, discoveries, inventions, customer
information, strategic information, sales and marketing plans, supplier information,
financial information, proposed agreements or any other secret or confidential matter
relating to the products, sales or business of Lear or its affiliates or subsidiaries.
I understand that Confidential Information may be communicated in writing, orally,
electronically, or by other means, and may (or may not) be identified in writing as
“Confidential” or “Proprietary.”
	 
	 	1.2	 	I will use Confidential Information only for the benefit of Lear and will not
copy Confidential Information, or disclose Confidential Information to third parties,
unless authorized to do so by Lear. Any departure from or waiver of this requirement
must be in writing and signed by an officer of Lear or its patent counsel. This duty
survives termination of my employment with Lear.
	 
	 	1.3	 	I have no duty of confidentiality over Confidential Information (1) disclosed
publicly by Lear, (2) lawfully in the public domain, (3) developed by persons without
access to Lear Confidential Information, (4) known to me prior to my employment with
Lear, as evidenced by my business or personal records.
	 
	 	1.4	 	I will not disclose to Lear, or use in my work with Lear, any proprietary
information of third parties (including my prior employers) unless they have authorized
Lear to use such information.






	2.	 	Ownership of Workproduct.






	 	2.1	 	My workproduct, and the intellectual and industrial rights relating to such
workproduct (collectively, “Workproduct”), is owned by Lear. “Workproduct” includes
trade secrets, knowhow, inventions, improvements, works of authorship (including
illustrations, literary works, mask works, software, multimedia works, graphs, charts,
photographs, graphic works, and all other business or technical information and
developments that are created or conceived by me (alone or in collaboration with
others):






	 	(a)	 	during the term of my employment with Lear and that such
Workproduct is within the scope of my job responsibilities or assignments;
and/or
	 
	 	(b)	 	during the term of my employment with Lear and that such
Workproduct relates to the existing or contemplated business of Lear; and/or




 









 






	 	(c)	 	during the six-month period after my last day of employment
with Lear if the Workproduct was within the scope of my job responsibilities or
assignments during my last year of employment with Lear. Until proven
otherwise, any invention shall be presumed to have been conceived during such
employment if within one (1) year after termination of such employment it is
disclosed to others, or it is completed, or it has a patent application filed
thereon; and/or
	 
	 	(d)	 	at any time, if such Workproduct was created or conceived, in
whole or in part, with Lear resources (including machines, data, information,
funds, staff expertise, staff time, models, drawings, designs, software, and
computer systems).






	 	2.2	 	Lear owns such Workproduct regardless of whether I conceive or create the
Workproduct at home, on vacation, during evenings or weekends, during a leave of
absence from the Company, or under conditions that may appear to be outside of normal
work hours.
	 
	 	2.3	 	I understand and agree that all copyrightable Workproduct is “work made for
hire” in which the copyrights are owned by Lear. In the event copyrightable
Workproduct is not a work made for hire then I will assign all my right, title and
interest in any copyrightable Workproduct to Lear.
	 
	 	2.4	 	I will disclose promptly in writing to Lear all Workproduct, in particular
those that may be subject to patent protection. I agree not to publicly disclose, or
publish articles, or speak at conferences, or give interviews that relate to any Lear
activities or Workproduct without the prior written permission of Lear.
	 
	 	2.5	 	I hereby assign to Lear (or its designees) all of my interest in Workproduct,
including copyright, patent, trademark, and trade secret. I will also, at the request
of Lear provide information and materials, sign documents, and provide all assistance
to Lear in securing and enforcing intellectual property rights in the Workproduct.
This obligation to provide assistance survives my employment with Lear.
	 
	 	2.6	 	I will deliver to Lear upon request, and shall not retain or take with me upon
conclusion of my employment, Workproduct or other Lear materials.
	 
	 	2.7	 	I represent and warrant that the inventions, works of authorship, and
developments identified below were created or conceived prior to entering the employ of
Lear and are not subject to the terms of this Agreement (if NONE, please write NONE and
initial):





	 	 	 
	 


	 	 

	 
	 	 
	 


	 	 

	 
	 	 
	 


	 	 







 









 







	 	2.8	 	I represent and warrant that I am not subject to any injunctions, court orders,
noncompete provisions, settlements of intellectual property or conflict of interest
disputes, intellectual property agreements, and intellectual property policies, other
than as disclosed below, and know of no reasons why I could not work on projects
involving the United States Government or any state or foreign government (if NONE,
please write NONE and initial):





	 	 	 
	 


	 	 

	 
	 	 
	 


	 	 

	 
	 	 
	 


	 	 








	 	2.9	 	I waive any claim to economic and noneconomic rights, including moral rights,
in my Workproduct.






	3.	 	General Terms.






	 	3.1	 	If any provision of this Agreement is found unenforceable by a court of
competent jurisdiction it shall be deemed modified so as to make it valid and
enforceable in light of the intent of the parties expressed in that provision. The
other terms shall not be affected. Partial invalidity of any term of this agreement
shall not render any other term ineffective, void or unenforceable.
	 
	 	3.2	 	This Agreement is the sole agreement between the parties relating to the
subject matter, and supersedes all prior written or oral contracts or understandings.
This Agreement may not be modified except by a writing signed by both parties.
	 
	 	3.3	 	I have had the opportunity to review this Agreement and to discuss it with
anyone I choose. Compliance with the terms of this Agreement is a condition for
employment, including continued employment, with Lear.
	 
	 	3.4	 	This Agreement is binding upon, and inures to the benefit of, the parties,
their successors, assigns, heirs, and personal representatives.
	 
	 	3.5	 	This Agreement is made under and shall be construed according with the laws of
the State of Michigan without giving effect to principles of conflict of laws.
Jurisdiction shall be in the courts of the State of Michigan.





	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	11/15/06	 	 	 	/s/ Douglas DelGrosso	 	 
	Date	 	 	 	Employee Signature (Full Name Please)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Name (print)
	 	Douglas DelGrosso	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Address (print)
	 	Lear Corporation

21557 Telegraph

Southfield 48033	 	 
	 
	 	 	 	 	 	 	 	 
	11-15-06	 	 	 	/s/ Lisa Ruthig	 	 
	Date	 	 	 	Human Resources Signature	 	 






 









 






EXHIBIT B




BENEFIT AND PAYMENT SUMMARY



Date of Termination: August 14, 2007



Severance Period: August 15, 2007 through August 14, 2009



Severance Payment: Conditioned on execution of general release of claims against Lear.
Equal to the sum of the aggregate base salary and the aggregate bonus
Mr. DelGrosso is entitled to receive
pursuant to the Employment Agreement through the Severance Period,
determined in accordance with the terms of the Employment Agreement.
Any severance payments that would be otherwise due prior to
February 15, 2008 shall be deferred until that date and paid on
that date.



Bonus: The amount of the 2007 bonus is to be determined after the end of fiscal year 2007
and will reflect full year consideration.



Health and Welfare: Continued coverage in the following programs until the earlier of the
end of the Severance Period or such time as comparable benefits are provided by another employer:
medical, dental, vision, prescription drug, life and disability insurance, Estate
Preservation Plan.




Non-Qualified Plans:



MSPP — Net RSUs under the 2005, 2006 and 2007 cycles will be distributed February 15, 2008.



ESSP — Existing balances of employee deferrals and company match to be paid in accordance with
Distribution Re-Election in lump sums on February 15, 2008.




Qualified Plans:



Balances and benefits paid as provided under the terms of the plans.




Non-Qualified Pension Plans:



Balances and benefits as paid provided under the terms of the plans.




Equity Awards:



Outstanding Stock Options — Under the Employment Agreement, stock options may be exercised until
the earlier of the date that is 13 months after the Date of Termination (September 14, 2008) or the
scheduled expiration date.



Outstanding RSUs — RSUs from the 2003, 2004, 2005 and 2006 grants vest as scheduled through the
Severance Period. RSUs remaining unvested at the end of the Severance Period vest on a pro rata
basis at that time. The remainder are forfeited.



Outstanding SARs (stock settled) — Vesting is accelerated to the Date of Termination for all SARs
that would vest during the Severance Period, if Mr. DelGrosso remained employed by Lear during that
period, and a pro rata portion of the remaining SARs. Vested SARs may be




 









 







exercised until the earlier of the date that is 13 months after the Date of Termination (September
14, 2008) or the scheduled expiration date.



Performance Units (cash settled) — Pro rata vesting based on the number of completed months in the
performance period prior to the Date of Termination. The remainder are forfeited. The payout
amount is subject to corporate performance and will be determined at the conclusion of the
performance period.



LTSIP (performance shares) — Pro rata vesting based on the number of completed months in the
performance period prior to the Date of Termination. The remainder are forfeited. The payout
amount is subject to corporate performance and will be determined at the conclusion of the
performance period.




Perquisites:



Lear will pay to Mr. DelGrosso a perquisite allowance, less applicable withholding, as soon as
practical after Lear receives the executed severance agreement, in lieu of continuing any such
allowance during the Severance Period. This is a one-time, nonrecurring payment.