Exhibit 10-K
CHANGE OF CONTROL AGREEMENT
BETWEEN
DANA CORPORATION
AND
PAUL E. MILLER
DATED MAY 3, 2004
TABLE OF CONTENTS
SECTION
PAGE
Recitals
1
1. OPERATION OF AGREEMENT; EMPLOYMENT AND TERM
1
2. POSITION AND DUTIES OF THE EXECUTIVE
2
(A) Position
2
(B) Duties
3
(C) Location Of Office
3
3. COMPENSATION
3
(A) Salary
3
(B) Additional Compensation
4
(C) Incentive, Stock And Savings Plans
4
(D) Retirement And Welfare Benefit Plans
4
(E) Expenses
5
(F) Fringe Benefits
5
(G) Office And Support Staff
5
(H) Vacation And Other Absences
5
(I) Benefits Shall Not Be Reduced Under Certain Circumstances
5
(J) Certain Retirement And Severance Definitions
6
4. TERMINATION OF EMPLOYMENT
6
(A) Death Or Disability
6
(B) Cause
7
(C) Good Reason
8
(D) Notice Of Termination
9
(E) Date Of Termination
9
5. OBLIGATIONS OF THE CORPORATION UPON TERMINATION
10
(A) Termination Other Than For Cause
10
(B) [intentionally left blank]
12
(C) Cause; Other Than For Good Reason
12
(D) Death Or Disability
12
(E) Resolution Of Disputes
13
(1) Right Of Election By Executive To Arbitrate Or Sue
13
(2) Third-Party Stakeholder
13
6. NON-EXCLUSIVITY OF RIGHTS
14
7. FULL SETTLEMENT
14
8. CERTAIN ADDITIONAL PAYMENTS BY THE CORPORATION
14
9. CONFIDENTIAL INFORMATION
17
10. COMPETITION
18
11. SUCCESSORS
19
12. CERTAIN DEFINITIONS
19
(A) Beneficiary
19
(B) Change Of Control
19
(C) Change Of Control Date
21
13. AMENDMENT OR MODIFICATION; WAIVER
21
14. MISCELLANEOUS
21
Exhibit A
Exhibit B
i
DEFINED TERMS
DEFINED TERMSA
SECTION
PAGE
Accounting Firm
8(B)
15
Accrued Obligations
5(A)(1)(c)
10
ACP
3(B)
4
Affiliate
2(A)(5)
2
Affiliated Companies
3(A)
3
Agreement
Introduction
1
Annual Base Salary
3(A)
3
Annual Bonus
3(B)
4
Beneficial Owner
12(B)
21
Beneficiary
12(A)
19
Board
3(A)
3
Business Combination
12(B)(3)
19
Cause
4(B)
7
Change of Control
12(B)
20
Change of Control Date
12(C)
21
COC Employment Period
1(B)
1
Code
8(B)
16
Competition
10(B)
18
Corporation
Introduction
1
14(E)
22
Date of Termination
4(E)
9
Disability
4(A)(2)
6
Disability Effective Date
4(A)(2)
6
Exchange Act
12(B)
21
Excise Tax
8(F)(1)
17
Executive
Introduction
1
Good Reason
4(C)
8
Gross-Up Payment
8(A)
14
Incumbent Board
12(B)(2)
20
Notice of Termination
4(D)
9
Other Benefits
5(A)(5)
12
Parachute Value
8(F)(2)
17
Payment
8(F)(3)
17
Person
12(B)
21
Prior Voting Securities
12(B)(3)
20
Renewal Date
1(D)
1
Safe Harbor Amount
8(F)(4)
17
A
Each listed term is intended to include both the singular and plural form of
the term.
ii
DEFINED TERMS
SECTION
PAGE
Service
3(J)(2)
6
Severance Compensation
3(J)(1)
6
Short-Term Award
3(B)
4
Spinoff
12(B)
20
Subsidiary
2(A)(5)
2
Terminal Date
1(A)
1
Termination
5(A)
10
Termination Period
5(A)(2)
10
Underpayment
8(B)
15
Value
8(F)(5)
17
iii
THIS CHANGE OF CONTROL AGREEMENT (the "Agreement") made and entered into as
of this 3rd day of May, 2004, by and between DANA CORPORATION, a Virginia
corporation whose principal place of business is located at 4500 Dorr Street,
Toledo, Ohio