展示物 10.2
公開言語
これらの資料（これには企業の株式プランの記述、発行目録およびその他の情報および文書、およびそれらが含む情報が含まれる場合があります）は、Fidelityではなく、お客様の企業から提供され、Fidelityによる有価証券または金融商品の購入を勧誘するものではありません。 これらの資料は、お客様の企業によって作成され、その内容および法的および規制要件の遵守については、お客様の企業が単独で責任を負います。 Fidelityは、お客様の企業の証券または金融商品の発行に関連して、いかなる提供にもかかわっておらず、また保証人としても行動していません。 Fidelityはこれらの資料の内容を審査、承認、または支持することはなく、その内容について責任を負いません。
| フランク・オルシーニ | 件名： | 制限株式ユニット付与のお知らせ | |||||||||
| 社員番号（意図的に削除） | |||||||||||
| 付与日： | 2024年8月14日 | ||||||||||
| プラン： | 2019年 LTSIP | ||||||||||
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2024年8月14日より （「付与日」）、あなたはリアコーポレーションの普通株式を表す制限付き株式ユニットが付与されました。 18,168 株式
制限株ユニットは、発行日（「ベスティング日」という）の３回、４回、５回目の記念日にほぼ同額の分割で分配されます。 グラント日（「ベスティング日」という）従業員としてリア・コーポレーションまたはその関連会社に従事し続ける限り、各該日までにもしくは各該日前に特定の理由により雇用が終了しない限り、および特定の他の条件が満たされる限り、制限株式付与が行われます。詳細については、添付の制限株式ユニットの条件をご覧ください。制限株式付与が行われると、所得税源泉徴収および特定の状況下での調整を条件として、各発生した制限株式ユニットにつき1株のリア・コーポレーションの普通株式を受け取る権利が生じます。
リアが与えられた制限付き株式付与証券は、RSU条項を遅れることなく受諾することを条件としています。フィデリティシステム内のオンライン付与受諾プロセスを使用して、できるだけ早く、ただし上記の付与日から60日以内に（「受諾期限」といいます）RSU条項の受諾を迅速に示してください。 受諾期限までにRSU条項を受諾しない場合、制限付き株式付与証券は取り消され、受諾期限までにRSU条項を受諾しない場合、制限付き株式付与証券に権利を持っていません。
この賞は、時間が経つにつれて修正されるLear Corporation Incentive Based Compensation Recoupment Policy（任意のセクション16役員に適用される）およびLear Corporation Improper Conduct Compensation Recoupment Policyに基づくものであり、会社が適用法令に適合するためまたはリスト取引所の要件に適合するために採用する他の補償回収および／または回収ポリシー、具体的にはDodd-Frankウォール街改革と消費者保護法など、企業ガバナンスの実践に合致させるための、定期的に修正されることがあります。
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新規買株式単位は、リア・コーポレーション2019年長期株式インセンティブプランの条件に基づいて付与され、必要に応じて修正または修正されたもの（以下「2019 LTSIP」という）、および本書類に添付されて一部となるRSU条項によって規定されています。
2019年のLTSIPの総合情報声明書と情報提供声明書は、Fidelityの株口座を通じて電子的にアクセスできます。 https://nb.fidelity.com修正された1933年の証券法（以下、「証券法」という）の下で登録された証券をカバーするセクション10(a)目論見書の一部であります。これらの文書は、さらなる情報と背景を提供するために提供されます。2019年のLTSIPにおけるあなたの権利と責任を説明し、他の文書や情報を入手する方法などを説明していますので、これらの文書を安全な場所に保管していただくことが非常に重要です。
さらに、その他一般に開示された書類には、リアの最新の年次報告書（フォーム10-k）や有価証券取引委員会に提出された議決権行使文書などが含まれます。
改正された1934年の取引法は、証券法に基づいて登録された2019年のLTSIP証券を対象とするセクション10（a）の目論見書の3番目で最後の部分を構成します。最新のフォーム10-k、委任勧誘状、その他の提出書類は、LearのWebページにあります。 http://ir.lear.com/。フォーム10-k、委任勧誘状、その他の公に提出された書類のコピーも、Learに連絡して書面または口頭で要求した場合、無料で提供されます。 [意図的に省略] ミシガン州サウスフィールドのテレグラフロード21557番地48033または電話で [意図的に省略]。
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| /S/ ハリー・A・ケンプ | |||||
| シニア・バイスプレジデント、最高行政責任者および | |||||
| ゼネラルカウンセル | |||||
添付文書
リア・コーポレーション
2019 新規買株式報酬制度
2024年制限株式ユニットの条件と条件
1.定義本賞与契約（以下、「契約」という）で大文字で表示される用語の定義がない場合、リア・コーポレーション2019年長期株式インセンティブプラン（以下、「プラン」という）に規定されている意味を持ちます。プランは、随時修正または修正された場合があります。
2.制限株付与とベスティング.
(a)本賞与契約に添付されている制限株ユニットの授与通知書で定義される授与日時点で、被参加者は本賞与契約に添付されている文書に記載されている制限株ユニットの数量が付与されます。各制限株ユニットは未付与のシェアを1株表す概念的な金額です。各制限株ユニットは、本プランおよび本賞与契約の条件に従って、その制限株ユニットが付与された後、およびここに含まれるその他の要件を満たした後にシェアの分配の権利を構成します。被参加者が全制限株ユニットが付与される日付よりも前に会社およびすべての関連会社との雇用が終了した場合、制限株ユニットの根幹となる株式を受け取る権利は、セクション4で規定されているとおりのみとなります。
(b)制限付き株式（RSU）は、付与日の3年目、4年目、および5年目に大きく等しい分割で実施される予定ですが、それぞれ、第4条に基づく条件付きです。 これに定められている事項、または付与日前の参加者による任何賞与の条件に関わらず、コメントされている場合を除き、参加者がPlanの下で授与された任何賞に基づいて換算株式単位および参加者に支払われる他の金額を受領する権利は、（i）参加者が原因で会社または関連会社から雇用を解雇された場合、または（ii）参加者が、適用されるここ6条に含まれる制約のいずれかを違反した場合、または参加者が対象となる他の賞与契約または参加者と会社またはその関連会社との間の書面による雇用または解雇契約に含まれる同様の誓約を含む他の賞与契約に含まれる同様の誓約を違反した場合、Section 3(b)に基づいてアカウントに貸し込まれた金額を含め、まだ分配または支払われていない場合、剥奪されます。
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 Participant, the Participant will not be entitled to vote in respect of that Restricted Stock Unit or that Share.
(b)If the Company declares a cash dividend on its Shares, then, on the payment date of the dividend, the Participant will be credited with dividend equivalents equal to the amount of cash dividend paid per Share multiplied by the number of Restricted Stock Units credited to the Participant through the record date for such dividend. The dollar amount credited to the Participant under the preceding sentence will be credited to an account (“Account”) established for the Participant 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 Participant. 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 Participant’s Restricted Stock Units awarded under the accompanying letter and this Award Agreement, and will be paid in cash in a single sum at the time that the Shares associated with the Participant’s Restricted Stock Units are delivered (or forfeited at the time that the Participant’s Restricted Stock Units are forfeited).
4.Termination of Employment. Subject to the forfeiture provisions of Section 2(b) above, the Participant’s right to receive the Shares underlying Participant’s Restricted Stock Units after termination of Participant’s employment will be only as follows:
(a)Other Termination of Employment. If the Participant’s employment with the Company shall be terminated for Disability or upon the Participant’s death, the Participant (or the Participant’s estate) 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 the Participant’s employment with the Company shall be terminated by the Company for any reason other than for Cause or due to the Participant’s death or Disability, the Participant will be entitled to receive (i) in the case of a termination occurring prior to the first anniversary of the Grant Date, a number of Shares equal to the Shares underlying all of the Restricted Stock Units that have not yet vested under Section 2 above multiplied by a fraction, the numerator of which shall be the number of full months from the Grant Date through the date the Participant’s employment terminated and the denominator of which shall be twelve (12), or (ii) in the case of a termination occurring on or after the first anniversary of the Grant Date, the Shares underlying all of the Restricted Stock Units that have not yet vested under Section 2 above, in each case of (i) and (ii) above, subject to the Participant signing a general release agreement (a “Release”) in form and substance reasonably acceptable to the Company in connection with the Participant’s termination of employment. The number of Shares in (i) and (ii) above, as applicable, will only be payable if the Participant executes and delivers a Release (and any revocation period expires) to the Company no later than sixty (60) calendar days after the Participant’s termination of employment, and such Shares shall not become payable until sixty (60) calendar days after the termination of employment, regardless of when the Release is returned to the Company. If the Participant is subject to a written employment or severance agreement signed on behalf of the Company or its Affiliate and is terminated by the Company or its Affiliate for any reason other than Cause or the Participant terminates Participant’s employment for Good Reason (as defined in such agreement), then the preceding two sentences shall not apply if they conflict with the provisions of such employment or severance agreement and the terms of the employment or severance agreement shall govern instead. If the Participant’s employment with the Company terminates for any reason other than those provided in the preceding sentences of this Section 4(a), the Participant or Participant’s estate (in the event of Participant’s death after termination) will forfeit the right to receive Shares underlying any Restricted Stock Units that have not yet vested. If the Participant is a party to a written employment or severance agreement signed on behalf of the Company or its Affiliate, for purposes of this Section 4, the term “Disability” shall mean “Incapacity” as defined in such Participant’s employment or severance agreement, as applicable.
5.Timing and Form of Payment. Except as provided in this Section or in Section 2(b) or Section 4, once a Restricted Stock Unit vests, the Participant 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 Participant with the Company’s administrative agent. The Participant will have full legal and beneficial ownership with respect to the Shares at that time.
6.Non-Competition and Non-Solicitation.
(a)The Participant shall not, directly or indirectly, engage in any Competitive Activity during the period of Participant’s employment with the Company or its Affiliates and for a period of one (1) year following the termination of the Participant’s employment with the Company or its Affiliates for any reason. For purposes hereof, “Competitive Activity” shall mean the Participant’s (i) participation as an employee, director, consultant, owner, manager or advisor of, or (ii) otherwise rendering services to, any business enterprise anywhere in the world if such enterprise engages or is planning to engage in competition with any product or service of the Company and specifically including, without limitation, Adient, Aptiv, Bosch (Mobility Solutions business sector), BorgWarner, Continental, Forvia, Gentherm Incorporated, LG Electronics USA, Inc., Magna, Pangea Made, Inc., Sumitomo, TE Connectivity, Visteon Corporation, Yanfeng Automotive Interiors, Yazaki, and any of their respective parent companies, subsidiaries or affiliates and successors or assigns of all or a portion of such companies’ businesses that engage in competition with any product or service of the Company. “Competitive Activity” shall not include the mere ownership of, and exercise of rights appurtenant to, securities of a publicly traded company representing five percent (5%) or less of the total voting power and five percent (5%) or less of the total value of such an enterprise. The Participant agrees that the Company is a global business and that it is appropriate for this Section 6(a) to apply to Competitive Activity conducted anywhere in the world.
(b)During the period of Participant’s employment with the Company or its Affiliates and for a period of two (2) years following the termination of the Participant’s employment with the Company or its Affiliates for any reason, the Participant shall not, directly or indirectly, either on Participant’s own account or with or for anyone else, solicit or attempt to solicit for any business endeavor or hire, attempt to hire or participate in any manner in the hiring or attempted hiring of any employee of or individual serving as an independent contractor to the Company or its Affiliates, who is, or during the six (6) month period preceding the date of any such solicitation or hiring was, engaged in connection with the business of the Company or an Affiliate thereof, or otherwise divert or attempt to divert from the Company or its Affiliates any business whatsoever or interfere with any business relationship between the Company or an Affiliate thereof and any other person. The prohibitions of this subsection (b) shall include responding to contact initiated by the employee of or individual serving as an independent contractor to the Company or its Affiliates.
(c)During the period of Participant’s employment with the Company or its Affiliates and for a period of one (1) year following the termination of the Participant’s employment with the Company or its Affiliates for any reason, the Participant shall not contact any then-current customer of the Company or its Affiliates with which the Participant had any contact or association during Participant’s employment with the Company or its Affiliates or whose identity was learned by the Participant during Participant’s employment with the Company or its Affiliates, or prospective customer with whom the Company or its Affiliates is negotiating or preparing a proposal for products or services (collectively, “Customers”) for the purposes of: (i) inducing any such Customer to terminate its business relationship with the Company or its Affiliates, (ii) discouraging any such Customer from doing business with the Company or its Affiliates, and (iii) offering products or services that are similar to or competitive with those of the Company or its Affiliates. The Participant also agrees during such period not to accept, with or without solicitation, any business from any Customers involving products or services that are similar to or competitive with those of the Company or its Affiliates. “Contact” with any Customers includes responding to contact initiated by Customers.
(d)The Participant acknowledges and agrees that damages in the event of a breach or threatened breach of the covenants in this Section 6 will be difficult to determine and will not afford a full and adequate remedy, and therefore agrees that the Company, in addition to seeking actual damages, may seek specific enforcement of such covenants in any court of competent jurisdiction, including, without limitation, by the issuance of an injunction, without the necessity of a
bond. The Participant and the Company agree that the provisions of this Section 6 are reasonable. However, should any court or arbitrator determine that any provision of the covenants of this Section 6 are unreasonable, either in period of time, geographical area, or otherwise, the parties agree that this Section 6 should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable.
(e)The Participant agrees that while employed by the Company or its Affiliates and for twenty-four (24) months thereafter, Participant will communicate in writing the contents of the restrictions contained in this Section 6 to any person, firm, association, partnership, corporation or other entity which Participant intends to be employed by, associated with or represent. The Participant also agrees to promptly notify in writing the General Counsel and the Chief Human Resources Officer or other lead human resources executive of the Company if, at any time during the Participant’s employment with the Company or its Affiliates or within twenty-four (24) months following the termination thereof, the Participant accepts a position to be employed by, associated with or represent any person, firm, association, partnership, corporation, or other entity. The Participant further agrees that Participant will provide the Company with such information as the Company may request about the Participant’s new position to allow the Company to determine whether such position and duties would likely lead to a violation of this Section 6 (except that the Participant need not provide any information that would constitute confidential or trade secret information of the entity which Participant intends to be employed by, associated with, or represent).
(f)Notwithstanding anything contained herein to the contrary, if the Participant is a party to a written employment or severance agreement signed on behalf of the Company or its Affiliate that contains restrictive covenants that conflict with the covenants set forth in this Section 6, such conflicting provisions of this Section 6 shall not apply, but any non-conflicting provisions shall remain in force and will supplement and be read and construed in concert with such agreement.
7.Company Option to Pay Severance.
(a)If the Participant’s employment with the Company is terminated by the Company for any reason other than Cause or due to death or Disability and as a result of such termination, the Participant is not entitled to the payment of severance benefits pursuant to either (i) a written agreement signed on behalf of the Company or an Affiliate thereof or (ii) applicable local law, the Company may decide, in its sole discretion, to pay the Participant severance equal to the product of one month’s base salary at Participant’s then-current base salary rate, less applicable withholdings, and the number of months that the Company wishes the restrictions in Section 6(a) to apply following the date of termination, not to exceed twelve (12) months (the “Severance”), provided that the Participant executes and delivers the Release (and any revocation period expires) to the Company no later than sixty (60) calendar days after the Participant’s termination of employment. If the Participant does not execute and deliver the Release within sixty (60) calendar days of the Participant’s termination of employment, or if the Participant revokes the Release within any specified revocation period, the Participant will nevertheless remain subject to the restrictions in Section 6(a) for the number of months that the Company will require the restrictions to apply. At the Company’s option, the Severance will be paid in accordance with the Company’s customary local payroll practices, in either a lump sum or equal installments (with respect to employees located outside of the United States, to the extent administratively practicable in the jurisdiction in which the Participant works) beginning on the first payroll payment date following the sixtieth (60th) calendar day after the termination of employment, regardless of when the Release is returned to the Company, and ending on the payroll payment date that is nearest to the date as of which the restrictions in Section 6(a) no longer apply.
(b)Notwithstanding anything herein, or in any other Award Agreement to which the Participant is subject, to the contrary, to the extent that (i) the Company elects to pay the Severance described in Section 7(a) in lieu of waiving the provisions of Section 6(a) hereof, if applicable, and (ii) the Participant is subject to more than one Award Agreement that provides for the possibility of severance benefits upon a termination of the Participant’s employment in exchange for post-employment compliance with a restrictive covenant provision, then the payment by the Company of severance benefits under the Award Agreement with severance benefits most favorable to the Participant shall be deemed to satisfy the Company’s obligation to pay severance in exchange for post-employment compliance with a restrictive covenant under such provisions in all such Award Agreements, and the Participant will not be entitled to receive any additional severance.
8.Confidential Information.
(a)The Participant agrees to keep confidential and not use, publish, or otherwise disclose to any person, business, or other entity the trade secrets or other proprietary, confidential, and/or privileged information (“Confidential Information”) except as such disclosure or use may be required in connection with Participant’s work for the Company. This Confidential Information includes without limitation technical know-how and specifications, business know-how and information, product information, procedures, processes, formulas, designs, blueprints, notes, memoranda, documentation, works in process, experimental works, ideas, discoveries, inventions, customer information, strategic information and plans, sales and marketing plans, supplier information, financial information, proposed agreements, software applications, pricing or cost information, and any other secret or confidential matter relating to the products, sales or business of the Company, its Affiliates, and the Company and Affiliates’ customers, suppliers, or other third parties to which they have confidentiality obligations or use restrictions. Participant understands 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.” Participant has no duty of confidentiality over Confidential Information disclosed publicly by the Company or that is otherwise lawfully known to the public.
(b)The Participant shall notify the Company in writing of any actual or suspected misuse, misappropriation, or unauthorized disclosure of Confidential Information that may come to the Participant’s attention during or after the Participant’s employment with the Company.
(c)At the end of the Participant’s employment, the Participant shall not download, send, copy, remove, transfer, or communicate in any manner any Confidential Information in electronic form or in any other form or solicit the assistance of any Company employee or contractor to assist the Participant in connection with such actions.
(d)The Participant agrees that this Section shall supplement and be read and construed in concert with any trade secrets, confidential information, or assignment of inventions agreement or provision signed or agreed to by the Participant during employment with the Company and shall be interpreted in a manner to provide the Company the maximum protection by all agreements the Participant has with the Company.
(e)Nothing in this Award Agreement shall be construed to prevent, limit or interfere with Participant’s ability, without providing prior notice to the Company, to (i) disclose Confidential Information or other information in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; (ii) disclose Confidential Information in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; (iii) disclose
Confidential Information to Participant’s attorney and use the Confidential Information in a court proceeding or arbitration Participant brings against the Company, provided that Participant files any document containing Confidential Information under seal and does not otherwise disclose Confidential Information, except pursuant to court order; (iv) file a charge with, or participate or cooperate in any investigation or proceeding, conducted by the Equal Employment Opportunity Commission, Securities and Exchange Commission, or any other governmental agency or governmental entity (collectively “Governmental Agencies”); or (v) disclose the existence, terms, and underlying facts and circumstances of this Agreement to any Governmental Agency. Without prior authorization of the Company’s General Counsel, however, the Company does not authorize Participant to disclose to any third party (including any government official, governmental agencies, or any attorney Participant may retain) any communications that are covered by the Company’s attorney-client privilege.
9.Return of Company Property; Cooperation. Upon separation from employment with the Company for any reason, on the Company’s earlier request during the Participant’s employment, or at any time subsequent to the Participant’s employment upon request from the Company, the Participant shall:
a.promptly deliver to the Company, and will not keep in Participant’s possession, recreate, or deliver to anyone else, all Company property, including Confidential Information in any format, devices, and equipment belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), and Company credit cards, badges, and keys;
b.promptly disclose to the Company all work-related passwords or passcodes used or created by Participant during employment;
c.to the extent permitted by law, cooperate with Company representatives and allow such representatives to oversee the process of erasing and/or permanently removing any Confidential Information or other Company property from: (i) any computer, personal digital assistant, phone, or other electronic device; or (ii) any cloud-based storage account or other electronic medium owned or controlled by Participant provided the Company has specific information about an unauthorized transfer of Confidential Information to such cloud-based storage account or other electronic medium; and
d.cooperate with Company representatives with respect to matters of which the Participant may have knowledge due to the Participant’s employment, including (i) the transition of the Participant’s work responsibilities, files, knowledge, customer information, and contacts; (ii) the defense of any claims, causes of action, or charges brought against the Company; and (iii) any other cooperation reasonably requested by the Company’s Board of Directors (or designee) or Chief Executive Officer (or designee).
10.Assignment and Transfers. The rights and interests of the Participant under this Award Agreement may not be assigned, encumbered, or transferred, except, in the event of the death of the Participant, by will or the laws of descent and distribution. The Company may assign any of its rights and interests hereunder.
11.Withholding Tax. The Company and any Affiliate shall, in accordance with the Plan, have the right to withhold or retain, or require the Participant to remit to the Company or such Affiliate thereof, cash or Shares that are distributable to the Participant hereunder to the extent necessary to satisfy any required withholding taxes, whether national, federal, state, local, domestic,
and/or foreign triggered by the payment of any amounts under this Award Agreement; provided, however, that such amount may not exceed the maximum statutory withholding rate.
12.Securities Law Requirements.
(a)The Restricted Stock Units are subject to the further requirement that, if at any time the People and Compensation Committee (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 Award Agreement 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.
13.No Limitation on Rights of the Company. The grant of this Award 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.
14.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 Award Agreement is a contract of employment, and no terms of employment of the Participant shall be affected in any way by the Plan, the Restricted Stock Units, the Award, this Award Agreement 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 Participant for a continuation of employment, nor shall it interfere with the right of the Company or any Affiliate to discharge the Participant and to treat Participant without regard to the effect that such treatment might have upon Participant as an employee.
15.Participant to Have No Rights as a Stockholder. Except as provided in Section 3 above, the Participant will have no rights as a stockholder with respect to any Shares subject to the Restricted Stock Units prior to the date on which Participant is recorded as the holder of those Shares in the records of the Company.
16.No Guarantee of Future Awards. This Award Agreement does not guarantee the Participant the right to or expectation of future Awards under the Plan or any future plan adopted by the Company.
17.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: Senior Vice President, Chief Administrative Officer and General Counsel and, in the case of the Participant, to the last known address of the Participant in the Company’s records.
18.Governing Law. This Award Agreement and the Award shall 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.
19.Code Section 409A. Notwithstanding any other provision in this Award Agreement, if the Participant is a “specified employee” (as such term is defined for purposes of Code Section 409A) at the time of Participant’s 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 Participant before the earlier of (i) the expiration of the six-month period measured from the date of the Participant’s termination of employment, and (ii) the date of the Participant’s death.
20.Incentive Compensation Recoupment Policies. Notwithstanding any provision in the Plan or in this Award Agreement to the contrary, the Award is subject to (i) the Lear Corporation Incentive Based Compensation Recoupment Policy (applicable to any Section 16 officer) and (ii) the Lear Corporation Improper Conduct Compensation Recoupment Policy, each as amended from time to time, and any other compensation recovery and/or recoupment policies adopted by the Company to comply with applicable law or any listing exchange requirement, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or to comport with any corporate governance practices, as such policies may be amended from time to time. The Lear Corporation Incentive Based Compensation Recoupment Policy and the Lear Corporation Improper Conduct Compensation Recoupment Policy are available on the Company’s intranet site under the “Policies and Standards” section of the “Employee Resources” page.
To the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise determined by the Board or the Committee, all Awards granted under the Plan (or any successor plan), any Shares or cash issued pursuant to an Award (including from dividend equivalent units), any amount received with respect to any sale of any Shares issued pursuant to an Award, and any amounts received in respect of awards made under the Company’s Annual Incentive Plan (or any successor plan), shall be and remain subject to any incentive compensation clawback, recoupment or repayment policies or provisions currently in effect or, in each case, as may be adopted or amended by the Board or the Committee from time to time. Notwithstanding anything herein to the contrary, prior to the occurrence of a Change in Control, the Company reserves the right, without the Participant’s consent, to adopt any such policies or provisions with retroactive effect.
Following a Change in Control, no incentive compensation clawback, recoupment or repayment policies or provisions adopted by the Company shall apply to Awards granted under the Plan (or any successor plan) to the Participant, except and solely to the extent the application of such policy or provision is necessary to comply with applicable law or applicable securities exchange listing standards.
21.Plan Document Controls. The rights herein granted are in all respects subject to the provisions set forth in the Plan to the same extent and with the same effect as if set forth fully herein. In the event that the terms of this Award Agreement or the Award conflict with the terms of the Plan document, the Plan document shall control.
22.Acceptance of Terms. The Company’s issuance to the Participant of the Restricted Stock Units hereunder is conditioned upon the Participant’s timely electronic acceptance of the terms and conditions set forth in this Award Agreement, in no event later than sixty (60) days following the Grant Date (the “Acceptance Deadline”). Failure to accept these terms and conditions by the Acceptance Deadline will result in cancellation of the Restricted Stock Units, and the Participant shall have no rights to the Restricted Stock Units if Participant does not accept these terms and conditions by the Acceptance Deadline.
By electronically signing this Award Agreement, the Participant expressly agrees to the terms of this Award Agreement. For purposes of this Award only, any contrary provisions in the Participant’s employment agreement or in the Plan regarding the vesting of equity awards in the event of the Participant’s termination of employment or upon a Change in Control are hereby expressly superseded by the terms of this Award Agreement.
IN WITNESS WHEREOF, the parties enter into this Award Agreement as of the date and year first above written.