展品 10.4
aptiv plc
长期奖励计划
奖励通知 - 以绩效为基础的限制性股票单位（RSU）
受 (1)《Aptiv PLC 2024 年长期奖励计划》的条款及细则约束计划」)、(2) 本奖励通知-以绩效为基础的 RSU（」奖项通知」)，以及 (3) 本文附于本公司的绩效 RSU 奖励协议（」协议」)，本公司已授予您（」参与者」) 以绩效为基础的 RSU 的奖项（」以效能为基础的 RSU」) 如下所反映（」奖项」)。每个以绩效为基础的 RSU 代表获得本公司一（1）股普通股的机会（a」分享」) 在满足本奖励通知及本协议中所载的条款及细则后，须受本计划条款约束。此处使用的大写字词，但未在本奖励通知或协议中定义的词汇应具有计划中所指明的含义。如果奖励通知、协议和计划的条文发生冲突，则以本计划的条文为准。
参与者 | #ParticipantName # | ||||
授予日期 | #GrantDate # | ||||
以效能为基础的 RSU 数目 | #QuantityGranted # | ||||
分配时间表 | |||||
表现期 | [•] 1-4482 [•] | ||||
发行日期 | [•] | ||||
在弥算日期，根据协议条款，履行约定事项后，0%至200%的绩效股份授予将被解冻（任何已解冻的绩效股份，为“获得的绩效股份）基于绩效期间某些指标的表现，按照所述条款提供的规定 附件A。基于表现的限制性股票将在协议规定的时间以股份形式结算。 | |||||
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aptiv plc
长期奖励计划
表现为基础的 RSU 奖励协议
就授予给参与者的aptiv plc股票相关的基于绩效的RSUs而言，该授予日期的RSUs需遵守（1）附在此的绩效奖励通知-基于绩效的RSUs（“权益代理）以及（2）这份基于绩效的RSU奖励协议（“Award Notice”），以及aptiv plc 2024 长期激励计划（“协议”），连同所有条款和条件。或者为法定目的而成立的人士，其业务或活动（“法定机构”）包括对各种公共机构的员工福利计划、养老金计划、保险计划开展投资基金管理；“）”，现已纳入参考。本奖励通知或协议中使用但未在颁奖通知或本协议中定义的大写词语应具有计划中指定的含义。如果在颁奖通知、本协议或计划的条款之间存在冲突，则计划的条款将优先。本协议中，“雇主”的定义为公司或在适用日期雇用参与者的任何联属公司。
第1节。授予奖励。 公司已于授予日向参与者授予此奖励，并受到授予通知书和本协议中所载的褄于条款和其他条件的约束。
第二节。解冻。 根据本协议第3条和第4条的规定，绩效型RSU将在解冻日期解冻，已获取的绩效型RSU的数量将根据绩效期间（由委员会确定）的某些指标表现来确定，并根据协议的规定执行。 附件A.
第三节终止服务.
(a)无故解雇；基于良好理由辞去；养老如果参与者在授予日期后满一周年且在获得日期之前由于（i）雇主无故解雇，（ii）基于良好理由辞职，或（iii）在达到55岁并在公司及其附属公司或其前身服务至少10年后自愿终止职务，参与者将继续有资格授予一定数量的已取得表现基础限制型股份，数量等于（A）根据奖励通知书中所载的赋予条款决定的已取得表现基础限制型股份的数量乘上（B）一个分数，其分子为授予日期与终止日期之间的完整月数，分母为授予日期与获得日期之间的完整月数； 提供, 但是，应在第5(a)条所规定的时间进行本句描述的已取得表现基础限制型股份结算。
(b)死亡；残疾如果参与者在授予日期前因死亡或残疾而提前终止服务，则参与者仍有资格授予已获奖的基于业绩的RSU数量，该数量等于根据奖项通知中规定的兑现条款确定的已获奖的基于业绩的RSU数量； 提供, 但是，根据本句描述的兑现的基于业绩的RSU应在第5(a)条所提供的时间结算；并且 进一步提供，在参与者因参与者的死亡而终止服务的情况下，根据计划的第18条，公司可以选择在参与者死亡日期生效时授予该奖项。
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在以下情况下，（i）参与者的死亡日期将被视为授予日期和绩效期最后一天，（ii）根据该绩效期间的应用绩效指标的达成程度确定应得的绩效RSUs数量，并在参与者死亡时测量（由委员会自行决定），以及（iii）应得的绩效RSUs应最快在参与者死亡后交付给参与者的继承人或法定代表，但最迟不得超过参与者死亡年份后的第二年3月15日。
(c)任何其他服务终止。 若参与者在除了上述第3(a)或3(b)条款或下面第4(c)条款所述之情形以外的任何情况下终止服务，参与者立即将完全丧失基于绩效的限制性股票，并且不会支付任何金额给参与者。
第4节 更换控制权.
(a)条件性授予股权在除非该奖励（就本第4条而言为“替换奖项”）以符合第4(b)条要求之奖励形式继续、被承担或更换的情况下，在授予日期前发生变更控制时，参与者应该成熟，其已赚取的基于绩效的RSU数量为：(i) 如果变更控制的生效日期被视为授予日期和绩效期的最后一天，则会取得的基于绩效的RSU数目；或 (ii) 已授予的基于绩效的RSU的100%，并且这些已赚取的基于绩效的RSU应在该变更控制的生效日期交付给参与者。 就(i)而言，绩效的确定将由委员会在参与者在变更控制前构成的委员会在其唯一酌情决定。替代奖励
(b)替代奖奖项必须符合本第4(b)条的条件（因此可以符合替代奖的资格），如果满足以下条件：
(i)奖项的价值至少等于被替代奖项的价值;
(ii)该奖项涉及公司公开上市的股票或其继承者在变更控制后，或是与公司或其继承者在变更控制后相关的另一实体；并且
(iii)其他奖励的条款和条件对受奖人不得比被替代奖励的条款和条件不利（包括后续控制变更事件将适用的条款和第4(c)条款）。
在不限于前述情况的前提下，如果满足前述条件，替换奖项可以采取将被取代奖项继续下去的形式。关于本第4(b)条件是否满足的决定应由变更控制前即时组成的委员会以其独立裁量进行。
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(c)控制权变更后的资格终止。尽管第 3 条有相反的规定，如参加者因死亡、残疾、雇主无理由终止服务，或因有理由辞职而遭受终止服务（每种情况均为」合资格终止」）（本公司将包括控制权变更后的公司的继任者或其他与公司或其继承人在控制权变更后的其他实体），在控制权变更后两 (2) 年的期间内，继续、承担或取代本奖励的任何替代奖项，在该服务终止未获得的范围内，均须在本第 4 条规定的范围内获得。(c)，而获得奖励的基础股份须交付给参与者（或参与者的受益人）尽快，并在该等资格终止日期后三十 (30) 天内。该等替代奖励须根据 (i) 更改控制权生效日期的表现成就水平（如该日期是绩效期的最后一天）或 (ii) 导致获得 100% 替代奖励的表现成就水平之最大程度获得； 提供, 然而，交付给参加者的股份数量将减少先前交付给参与者之代替奖励应归属之股份数目（如有）。根据第 (c) (i) 条的规定，委员会应自行决定，如在控制权变更前立即成立，并自行决定表现。
Section 5. 基于表现的限制性股票单位（RSU）的结算。
(a) 股份交付. 除非本协议第3条或第4条另有规定，任何已赚取的基于表现的限制性股票单位应在适用的表现结果根据委员会的认证和批准后，尽快以股份的形式交付给参与者， 附件A但最迟不得晚于3月15日，[•]。在所有情况下，基于表现的限制性股票单位将在根据《法典》第409A条款的“短期延期”期间内结算。
(b) Alternative Form of Settlement. Pursuant to Section 7(e) of the Plan and notwithstanding any provision in this Agreement to the contrary, the Company may, in its sole discretion, settle any Earned Performance-Based RSUs in the form of (i) a cash payment to the extent settlement in Shares (1) is prohibited under local law, (2) would require the Participant, the Company or the Employer to obtain the approval of any governmental and/or regulatory body in the Participant’s country of residence (or country of employment, if different), (3) would result in adverse tax consequences for the Participant, the Company or the Employer, or (4) is administratively burdensome; or (ii) Shares, but require the Participant to sell such Shares immediately or within a specified period following the Participant’s Termination of Service (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions on the Participant’s behalf to any third party broker/administrator).
Section 6. Dividend Equivalents. If a dividend is paid on Shares underlying Performance-Based RSUs with respect to the period commencing on the Grant Date and ending on the date on which the Shares in settlement of Earned Performance-Based RSUs are delivered to the Participant, the Participant shall be eligible to receive an amount equal to the amount of the dividend that the Participant would have received had the Shares attributable to the Performance-Based RSUs been delivered to the Participant as of the time at which such dividend is paid, which
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amount shall be calculated and deemed reinvested in additional Performance-Based RSUs as of the time at which such dividend is paid. No such amount shall be payable with respect to any portion of this Award that is forfeited pursuant to Section 3 of this Agreement. Each such unit shall be subject to the same earning, vesting, and forfeiture conditions as the Performance-Based RSUs to which it relates, and will be paid to the Participant in the form of additional Shares on the date on which the Shares attributable to the corresponding Performance-Based RSUs are delivered to the Participant; provided that the Committee retains the discretion to pay such amount in cash rather than Shares in the event that an insufficient number of Shares are authorized and available for issuance under the Plan. Any Shares attributable to Performance-Based RSUs that the Participant is eligible to receive pursuant to this Section 6 are referred to herein as “Dividend Shares.”
Section 7. Withholding of Tax-Related Items.
(a)Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or the Employer, the ultimate liability for the all income tax, social insurance, payroll tax, fringe benefits tax, payment on account other tax-related items related to the Participant’s participation in the Plan (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including, but not limited to, the grant, vesting or settlement of this Award, the subsequent sale of Shares attributable to Earned Performance-Based RSUs or Dividend Shares acquired pursuant to such and the receipt of any dividends or dividend equivalents, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Award to reduce or eliminate the Participant’s responsibility for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Tax Withholding. In connection with any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company, the Employer or an agent of the Company or the Employer to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(i)The Company may withhold a portion of the Shares otherwise issuable in settlement of this Award (or, in the case of Awards settled in cash, a portion of the cash proceeds) that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld (as determined by the Company in good faith and in its sole discretion) with respect to this Award. For purposes of the foregoing, no fractional Shares will be withheld or issued pursuant to the vesting of this Award and the issuance of Shares or cash thereunder.
(ii)The Company or the Employer may withhold a portion of the sales proceeds from the sale of Shares acquired pursuant to this Award either through a voluntary sale or
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through a mandatory sale arranged by the Company or the Employer (on the Participant’s behalf pursuant to this authorization without further consent).
(iii)The Company or the Employer may withhold any amount necessary to pay the Tax-Related Items from the Participant’s salary or other amounts payable to the Participant.
(iv)The Company or Employer may require the Participant to submit a cash payment equivalent to the Tax-Related Items required to be withheld with respect to this Award.
(v)The Company or the Employer may satisfy the Tax-Related Items by such other methods or combinations of methods as the Company or the Employer may make available from time to time.
Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable withholding rates (as determined by the Company in good faith and its sole discretion), including maximum applicable tax rates. If the obligation for Tax-Related Items is satisfied by withholding from the Shares to be delivered upon settlement of this Award, for tax purposes, the Participant is deemed to have been issued the full number of Shares notwithstanding that a number of Shares are held back for the purpose of paying Tax-Related Items. In the event the withholding requirements are not satisfied, no Shares or cash will be issued to the Participant (or the Participant’s estate) in settlement of this Award unless and until satisfactory arrangements (as determined by the Company in its sole discretion) have been made by the Participant with respect to the payment of any such Tax-Related Items. By accepting the grant of this Award, the Participant expressly consents to the methods of withholding of Tax-Related Items as provided hereunder. All other Tax-Related Items related to this Award and any Shares or cash delivered in settlement thereof are the Participant’s sole responsibility.
(c)Tax Withholding for Section 16 Officers. If the Participant is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, the Company will withhold Shares upon the settlement of Earned Performance-Based RSUs to cover any withholding obligations for Tax-Related Items unless the Committee determines that the use of such withholding method is prohibited or problematic under applicable laws or otherwise may trigger adverse consequences to the Company or the Employer, in which case the obligation to withhold Tax-Related Items shall be satisfied by the Participant submitting a payment to the Company equal to the amount of the Tax-Related Items required to be withheld.
Section 8. Additional Terms and Conditions.
(a)Issuance of Shares. Upon delivery of Shares in settlement of Earned Performance-Based RSUs and, if applicable, any Dividend Shares, such Shares shall be evidenced by book-entry registration; provided, however, that the Committee may determine that such Shares shall be evidenced in such other manner as it deems appropriate, including the issuance of a share certificate or certificates. Any such fractional Shares shall be rounded up to the nearest whole Share.
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(b)Voting Rights. The Participant shall not have voting rights with respect to the Shares underlying the Performance-Based RSUs, the Earned Performance-Based RSUs or, if applicable, any Dividend Shares unless and until such Shares are delivered to the Participant.
Section 9. Data Privacy. The Company, with its registered address located at 5 Hanover Quay, Dublin 2, Ireland, grants Performance-Based RSUs under the Plan to employees of the Company and its subsidiaries and Affiliates in its sole discretion. In conjunction with the Company’s grant of the Performance-Based RSUs under the Plan and its ongoing administration of such awards, the Company is providing the following information about its data collection, processing and transfer practices. In accepting the grant of the Performance-Based RSUs, the Participant expressly and explicitly consents to the personal data activities as described herein.
(a)Data Collection, Processing and Usage. The Company collects, processes and uses the Participant’s personal data, including the Participant’s name, home address, email address, telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any Shares or directorships held in the Company, and details of all RSUs or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in the Participant’s favor, which the Company receives from the Participant or the Employer. In granting the Performance-Based RSUs under the Plan, the Company will collect the Participant’s personal data for purposes of allocating Shares and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and usage of the Participant’s personal data is the Participant’s consent.
(b)Stock Plan Administration Service Provider. The Company transfers the Participant’s personal data to Fidelity Stock Plan Services, LLC, an independent service provider based in the United States of America, which assists the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share the Participant’s personal data with another company that serves in a similar manner. The Stock Plan Administrator will open an account for the Participant to receive and trade Shares acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to the Participant’s ability to participate in the Plan.
(c)International Data Transfers. The Company and the Stock Plan Administrator are based in the United States of America. The Participant should note that the Participant’s country of residence may have enacted data privacy laws that are different from the United States of America. The Company’s legal basis for the transfer of the Participant’s personal data to the United States of America is the Participant’s consent.
(d)Voluntariness and Consequences of Consent Denial or Withdrawal. The Participant’s participation in the Plan and the Participant’s grant of consent is purely voluntary. The Participant may deny or withdraw the Participant’s consent at any time. If the Participant does not consent, or if the Participant later withdraws the Participant’s consent, the Participant may be unable to participate in the Plan. This would not affect the Participant’s existing employment or salary; instead, the Participant merely may forfeit the opportunities associated with the Plan.
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(e)Data Subjects Rights. The Participant may have a number of rights under the data privacy laws in the Participant’s country of residence. For example, the Participant’s rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in the Participant’s country of residence, and/or (vi) request a list with the names and addresses of any potential recipients of the Participant’s personal data. To receive clarification regarding the Participant’s rights or to exercise the Participant’s rights, the Participant should contact the Employer’s local human resources department, or contact Aptiv Privacy Office (privacy@aptiv.com) for further information on how the Company processes the Participant’s data.
Section 10. Miscellaneous Provisions.
(a)Notices. All notices, requests and other communications under this Agreement shall be in writing and shall be delivered in person (by courier or otherwise), mailed by certified or registered mail, return receipt requested, or sent by email, with confirmation of receipt, as follows:
if to the Company, to:
Aptiv PLC
125 Park Avenue, Suite 1535
New York, NY 10017
Attention: [•]
Email: [•]
if to the Participant, to the address that the Participant most recently provided to the Company,
or to such other address or email as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed received on the next succeeding business day in the place of receipt.
(b)Entire Agreement. This Agreement, the Plan and any other agreements referred to herein and therein and any attachments referred to herein or therein, constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties with respect to the subject matter hereof.
(c)Amendment; Waiver. No amendment or modification of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company and the Participant, except that the Committee may amend or modify this Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a
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waiver of any other or subsequent breach or condition, whether of like or different nature. Any amendment or modification of or to any provision of this Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given.
(d)Severability. This Agreement shall be enforceable to the fullest extent allowed by law. In the event that any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, then that provision shall be reduced, modified or otherwise conformed to the relevant law, judgment or determination to the degree necessary to render it valid and enforceable without affecting the validity, legality or enforceability of any other provision of this Agreement or the validity, legality or enforceability of such provision in any other jurisdiction. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be deemed severable from the remainder of this Agreement, and the remaining provisions contained in this Agreement shall be construed to preserve to the maximum permissible extent the intent and purposes of this Agreement.
(e)Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.
(f)Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on anyone other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
(g)Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
(h)Acknowledgement of Discretionary Nature of the Plan; No Vested Rights. The Participant acknowledges and agrees that the Plan is established voluntarily by the Company, is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of this Award under the Plan is a one-time benefit and does not create any contractual or other right to receive an award or benefits in lieu of an award in the future. Future awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the award, the number of Performance-Based RSUs subject to the award, and the vesting provisions applicable to the award.
(i)Extraordinary Item of Compensation. The Participant’s participation in the Plan is voluntary. The value of this Award under the Plan is an extraordinary item of compensation outside the scope of the Participant’s employment (and the Participant’s employment contract, if any). As such, this Award under the Plan is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension, or retirement benefits or similar payments. The grant of this Award does not create a right to
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employment and shall not be interpreted as forming an employment or service contract with the Company or the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship.
(j)Compliance with Law. As a condition to the Company’s grant of this Award, the Participant agrees to repatriate all payments attributable to the Shares and cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consent to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal, regulatory and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).
(k)Electronic Delivery. The Company may, in its sole discretion, elect to deliver any documents related to this Award granted to the Participant by electronic means. By accepting this Award, the Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
(l)EU Age Discrimination Rules. If the Participant is a local national of and employed in a country that is a member of the European Union, the grant of the Award and the terms and conditions governing the Award are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.
(m)Insider Trading and Market Abuse Laws. Depending on the Participant’s country of residence (or country of employment, if different) or where the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect the Participant’s ability to acquire, sell or otherwise dispose of the Shares during such times as the Participant is considered to have “inside information” regarding the Company or its business (as defined by the laws of the Participant’s country of residence or employment, as applicable). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before the Participant possessed inside information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties (including other employees of the Company and its Affiliates) or causing them otherwise to buy or sell securities. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions and that the Participant should consult with the Participant’s personal advisor on this matter.
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(n)English Language. If the Participant is in a country where English is not an official language, the Participant acknowledges that the Participant is sufficiently proficient in English to understand the terms and conditions of this Agreement or has had the ability to consult with an advisor who is sufficiently proficient in the English language. The Participant further acknowledges and agrees that by accepting this Award, it is the Participant’s express intent that this Agreement, the Award Notice, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to this Award, be drawn up in English. If the Participant has received this Agreement, the Award Notice, the Plan or any other documents related to this Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise required by applicable law
(o)Plan. The Participant acknowledges and understands that material definitions and provisions concerning this Award and the Participant’s rights and obligations with respect thereto are set forth in the Plan. The Participant has read carefully, and understands, the provisions of the Plan.
(p)Addendum. Notwithstanding any provisions of this Agreement to the contrary, this Award shall be subject to any special terms and conditions for the Participant’s country of residence (or country of employment, if different), as are set forth in the applicable addendum to this Agreement (“Addendum”). Further, if the Participant transfers residence and/or employment to another country reflected in an Addendum to this Agreement, the special terms and conditions for such country shall apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the operation and administration of this Award and the Plan (or the Company may establish alternative terms or conditions as may be necessary or advisable to accommodate the Participant’s transfer). Any applicable Addendum shall constitute part of this Agreement.
(q)Additional Requirements. The Company reserves the right to impose other requirements on this Award, any Shares acquired pursuant to this Award and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of this Award and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
(r)Risk Statement. The Participant acknowledges and accepts that the future value of the Shares is unknown and cannot be predicted with certainty and that the value of this Award at the time when Shares are issued in settlement of Earned Performance-Based RSUs may be less than the value of the Award on the Grant Date. The Participant understands that if the Participant is in any doubt as to whether the Participant should accept this Award, the Participant should obtain independent advice.
(s)No Advice Regarding Grant. No employee of the Company or the Employer is permitted to advise the Participant regarding the Participant’s participation in the Plan or the acquisition or sale of the Shares underlying this Award. The Participant is hereby advised to
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consult with the Participant’s personal tax, legal and financial advisors prior to taking any action related to the Plan.
(t)Private Placement. If the Participant resides or is employed outside of the United States, the grant of this Award is not intended to be a public offering of securities in the Participant’s country of residence (or country of employment, if different) but instead is intended to be a private placement. As a private placement, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law) at the time of grant, and the grant of this Award is not subject to the supervision of the local securities authorities.
(u)Governing Law and Venue. This Agreement shall be governed by the laws of the State of New York, without application of the conflicts of law principles thereof. The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to) this Award, this Agreement and/or the Plan shall be exclusively in the courts in the U.S. State of Michigan, County of Oakland, including the U.S. federal courts located therein (should U.S. federal jurisdiction exist).
(v)No Right to Continued Service. The granting of this Award evidenced hereby and this Agreement shall impose no obligation on the Company or any Affiliate to continue the service of the Participant and shall not lessen or affect the right that the Company or any Affiliate may have to terminate the service of such Participant (as may otherwise be permitted under local law).
(w)Clawback and Recoupment. The Participant acknowledges and agrees that the terms and conditions set forth in Aptiv PLC Compensation Recoupment Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to this Award of Performance-Based RSUs, Shares received upon the settlement of the Performance-Based RSUs, and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant by the Company. Notwithstanding any provisions in this Agreement to the contrary, any Award of Performance-Based RSUs granted under the Plan, Shares received upon the settlement of Performance-Based RSUs granted under the Plan, and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (i) any Company clawback or recoupment policy, including the Clawback Policy and any other policies that are adopted by the Company, whether to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (ii) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting the Award of Performance-Based RSUs under the Plan and pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance
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necessary to, the Company in its efforts to recover or recoup the Performance-Based RSUs and Shares received upon the settlement of the Performance-Based RSUs, any gains or earnings related to the Performance-Based RSUs or Shares received upon the settlement of the Performance-Based RSUs, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.
(x)Suspension or Termination of Award for Misconduct. If at any time the Company reasonably believes that the Participant has committed an act of misconduct as described in Section 11(h) of the Plan, the Award may be suspended pending a determination of whether an act of misconduct has been committed. If the Company determines that such misconduct has occurred, any unvested Performance-Based RSUs and any Earned Performance-Based RSUs will be cancelled as of the date the Company was notified of such misconduct. Any determination by an Authorized Officer of the Company with respect to the foregoing will be final, conclusive, and binding on all interested parties.
(y)WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.
APTIV PLC
Name: | ||||||||
| Title: | ||||||||
PARTICIPANT | ||||||||
| #ParticipantName# | ||||||||
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EXHIBIT A
[•] – [•] Performance Metrics and Formula Used to Determine
the Number of Earned Performance-Based RSU Shares
Metric 1: Return on Net Assets (“RONA”)
•Definition: Tax-affected operating income, divided by average net working capital plus average net property, plant and equipment, including adjustments for significant items not originally contemplated in establishing the target, as permitted by the Plan, measured each calendar year. Final performance will be based upon the three-year average of calendar year RONA for [•], [•] and [•].
•Weight: 33.3% of the performance-based payout formula
•[•] – [•] RONA Performance Parameters:
| RONA | Payout % | |||||||
| Minimum | [•]% | 25% | ||||||
| Target | [•]% | 100% | ||||||
| BBP | [•]% | 150% | ||||||
| Maximum | [•]% | 200% | ||||||
•If the final RONA is below the minimum RONA, no RONA performance will be considered.
•If the final RONA is above the maximum RONA, the maximum RONA performance will be earned (200%).
•If the final [•]– [•] average RONA is between the minimum and target levels, between the target and BBP levels or between the BBP and maximum levels, the percentage of the performance-based payout formula earned will be determined by linear interpolation between the relevant payout percentages identified above, rounded to the nearest whole percentage point.
Metric 2: Cumulative Net Income (“NI”)
•Definition: Cumulative adjusted net income attributable to Aptiv, including adjustments for significant items not originally contemplated in establishing the target, as permitted by the Plan, for the performance period [•] through [•].
•Weight: 33.3% of the performance-based payout formula
•[•] – [•] Cumulative NI Performance Parameters:
Cumulative NI (in millions) | Payout % | |||||||
| Minimum | $[•] | 25% | ||||||
| Target | $[•] | 100% | ||||||
| BBP | $[•] | 150% | ||||||
| Maximum | $[•] | 200% | ||||||
– If the final NI is below the minimum NI, no NI performance will be considered.
– If the final NI is above the maximum NI, the maximum NI will be earned (200%).
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– If the final [•] – [•] cumulative NI performance is between the minimum and target levels, between the target and BBP levels or between the BBP and maximum levels, the percentage of the performance-based payout formula earned will be determined by linear interpolation between the relevant payout percentages identified above, rounded to the nearest whole percentage point.
Metric 3: Relative Total Shareholder Return (“TSR”)
•Definition: The stock price appreciation, expressed as a percentage with one decimal point, assuming dividends are reinvested in company stock on the dividend payment date during the Performance Period. To obtain relative TSR, the Company’s TSR is compared against the TSR of the companies included in the Russell 3000 Auto Parts Index, as listed on the following page. For purposes of the TSR calculation, the beginning stock price shall be the average closing sales prices of each company’s common stock for all available trading days in [•]; and the ending stock price shall be the average closing sales prices of each company’s common stock for all available trading days in [•].
•Weight: 33.3% of performance-based payout formula
•[•] – [•] TSR Performance Parameters
– The following data points will be interpolated for purposes of measuring final performance and payout (rounded to the nearest whole percentage point):
TSR as a percentile of the Russell 3000 Auto Parts Index | Payout % | ||||
[•]th percentile | 25% | ||||
[•]th percentile | 100% | ||||
[•]th percentile and above | 200% | ||||
– If the final TSR is below the [•]th percentile, no TSR performance will be considered.
– If the final TSR is at or above the [•]th percentile, the maximum TSR performance will be earned (200%).
– Fractional percentiles will be rounded using conventional rounding methods.
– In determining the Company’s percentile rank, the companies included in the Russell 3000 Auto Parts Index shall be used. If the common stock of any of these companies is not publicly traded throughout the Performance Period, such company’s results will be excluded from the calculation of the Company’s relative performance.
Total Earned Performance-Based RSU Shares
The total performance payout percentage and the number of Earned Performance-Based RSUs will be determined by:
(1) Multiplying the weight of the performance factor by the calculated payout percentage:
(a) 33.3% multiplied by the RONA payout percentage,
(b) 33.3% multiplied by the NI payout percentage, and
(c) 33.3% multiplied by the TSR payout percentage;
(2) Adding the three weighted components to derive the final combined payout percentage, rounding to the nearest whole percentage; and
(3) Multiplying the final combined payout percentage by the number of Performance-Based RSUs granted.
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Companies to be Included in the [•] – [•]TSR Metric
| Ticker | Name | ||||
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