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這些資料，可能包括公司股票計劃描述、招股說明書和其他信息文件，以及它們所含的信息，均由貴公司提供，而非由富達提供，並不代表富達就購買任何證券或金融工具提出要約或邀請。這些資料是貴公司編制的，貴公司對其內容以及遵守法律和監管要求負有唯一責任。富達不涉及任何提供或不會作為貴公司證券或金融工具募集的承銷人。富達不會審查、核准或背書這些資料的內容，亦不承擔其內容責任。

受限制股份單位分三個基本相等的安排，在第三、第四和第五週年紀念日緩和授予日期（“累積日期”）這些限制股票單位將以兩個基本相等的分期發放，只要您繼續受僱於李爾公司或其附屬公司直至每個日期，或者在每個日期之前基於某些特定原因而終止您的受僱，並滿足某些其他條件。有關您的限制股票單位獎項的更多信息，請參閱附上的限制股票單位條款和條件（RSU條款）。當這些限制股票單位到期時，您將有權按照每個已到期限制股票單位收到一股李爾公司普通股，但須扣除稅款並根據特定情況進行調整。

李爾向您發放受限制股票單位，前提是您及時接受RSU條款。請盡快通過富達系統內的線上授予接受流程，於上述授予日期後的60天內，但不得超過「接受期限」之限制日期，表示接受RSU條款。如未於接受期限內接受RSU條款，將導致被取消受限制股票單位，若您未於接受期限內接受RSU條款，則您將無權獲得受限制股票單位。

請注意，此獎項受李爾公司激勵基於報償政策（適用於任何16條條款主管）和李爾公司不當行為報償政策的約束，每當有任何修訂時，在公司為了遵循相關法律或任何交易所規定，包括但不限於《道富-弗蘭克華爾街改革和消費者保護法案》或遵守任何企業治理實踐而採納的任何其他薪酬追索和/或收回政策，這些政策可能不時經修訂。

2019年LTSIP的一般信息聲明和信息可用性聲明，您可以通過您在富達股權賬戶可以電子訪問的方式來獲取。 https://nb.fidelity.com是一份根據1933年修訂版的《證券法》（“證券法”）註冊的證券所涵蓋的第10(a)條招股書的一部分。這些文件是為了為您提供進一步的信息和背景。非常重要的是，您應該將這些文件存放在安全的地方，因為它們描述了您在2019年LTSIP下的權利和責任，並解釋了您有權獲得其他文件和信息的地點和方式。

1934年修訂的《交易所法案》構成了《第10條(a)》招股說明書的第三部分，涵蓋了2019年根據證券法登記的《LTSIP證券》。我們最新的10-K表格、代理人聲明和其他申報資料可在Lear網頁上找到。 http://ir.lear.com/。無需支付費用，亦可通過書面或口頭向Lear的聯絡，提供第10-k表格、代理人聲明和其他公開申報文件的副本。 [有意刪除] 位於密西根州薩斯菲爾德的Telegraph Road 21557號，郵政編碼48033，或致電 [有意刪除]。

(a)根據隨附本獎勵協議的賦予限制股本位獎單通知中所訂定和定義的授予日期，參與者將被記入隨附本獎勵協議信中訂定的限制股本位數量。每個限制股本位是一個表徵一個未取得股份的虛擬金額。每個限制股本位構成權利，須受計劃及本獎勵協議條款和條件約束，在該限制股本位取得授權和滿足此處包含的其他要求後發放股份。如果參與者在所有限制股本位都取得授權之前與公司及其所有聯屬公司的雇佣結束，參與者接收限制股本位基礎股份的權利僅按照第4條款的規定提供。

(b)限制性股票單位將於授予日期的第三、第四和第五週年日期大致相等的三個部分上發放，每種情況均受本文件第4條的約束。儘管本文件內容或根據授予日期之前對參與者作出的任何獎勵的條款和條件，與之相反，如果（i）參與者因原因被公司或附屬公司解僱；或（ii）參與者違反此處第6條列明的任何限制性契約，適用，或任何參與者受制於的其他獎項協議中的任何類似契約，或參與者與公司或其附屬公司之間的任何書面就業或遣散協議中包含的任何條款。尚未分配或支付的受限股票單位下的股份和根據計劃授予的任何獎勵而支付給參與者的任何其他金額，包括但不限於根據本文件第3（b）條款收費的任何金額，將被沒收。

(b)如果公司對其股份宣佈現金股息，則在股息支付日，參與者將被記上與每股支付的現金股息相等的股息等值，乘以上一條所示日期通過記錄日記入參與者名下的受限股票單位的數量。在公司帳簿上僅供簿記目的建立的一個賬戶（“賬戶”）將記入參與者的美元金額，根據上述規定，每月最後一天將在賬戶中記入利息，按逐月複利，直到記入賬戶的金額支付給參與者。根據前述規定記入的利息率將是中西部版《華爾街日報》所報告的基準利率

(a)其他離職。如果參與者因殘疾或參與者死亡而解除與公司的雇傭關係，參與者（或參與者的遺產）將立即獲得根據以上第2條未獲釋放的所有限制股票單位下所隱含的股份。如果參與者因公司以除了原因或參與者死亡或殘疾以外的任何原因而被公司解雇，則參與者將有資格收到股份，其中（i）如果在授予日期的第一週年之前終止，則股份數等於通過參與者的雇傭終止日期計算的從授予日期到參與者雇傭終止的全月數的乘積，分子為12個整數中的滿月數，分母為12，或（ii）如果在授予日期的第一週年或之後終止，則根據上述第2條未獲釋放的所有限制股票單位下的股份，在（i）和（ii）的情況下，需要參與者在終止工作時簽署一份符合公司合理要求的概括解除協議（“解除”）。（i）和（ii）中適用的股份數只有在參與者在參與者的離職後六十（60）日內向公司執行和遞交解除（並且撤回期過期）時才應支付，並且該股份僅在終止工作後六十（60）日後才應支付，而不管解除何時返回給公司。如果參與者受撰寫的公司或其聯屬公司代表簽署的雇傭或遣散協議約束，並且以原因或參與者基於該協議中定義的重要理由（如在該協議中定義的重要理由）的其他任何原因被公司或其聯屬公司終止，則預述的兩句不適用，因為它們與該雇傭或遣散協議的條款相衝突，並且雇傭或遣散協議的條款將取而代之。如果參與者因本第4條之前提供的除外原因以外的任何原因而與公司終止雇傭關係，則在參與者或參與者離職後的遺產（在參與者離職後死亡的情況下）將喪失接收任何未獲釋放的限制股票單位下隱含股份的權利。如果參與者是公司或其聯屬公司代表簽署的書面雇傭或遣散協議的一方，就本第4條而言，“殘疾”一詞應根據參與者的雇傭或遣散協議（如適用）中定義的“無能力”一詞來解釋。

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.

(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

(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.

(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.

(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.

(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.

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).

(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.

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.

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.

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.

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.


Frank Orsini	回信：	受限制股份授予通知書
員工編號【故意省略】
	授予日期：	2024年8月14日
	計劃：	2019 LTSIP


			/S/ 哈利·A·肯普
			高級副總裁，首席行政主管和
			總法律顧問