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受 (1) Aptiv PLC 2024 年长期奖励计划之条款及细则约束。计划」)、(2) 颁奖通知书（」奖项通知」）及 (3)《RSU 奖励协议》（」协议」)，本公司特此授予阁下（」参与者」) RSU 的奖项（」RSU」) 如下所反映（」奖项」)。每个 RSU 代表获得公司一（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、协议及计划的条文发生冲突，则以本计划的条文为准。

授予您的aptiv plc股份相关的RSU（即“权益代理”）在授予日期受（1）奖励通知书 - RSU（即“Award Notice”）以及（2）这份RSU奖励协议（即“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；，此刻已并入参照。在此处使用的大写术语但未在奖励通知书或本协议中定义的词语，应参照计划中指定的含义。如果奖励通知书、本协议和计划的规定之间存在冲突，则计划的规定将优先。

(ii) 如果参与者在役期限前因除了如上条款（i）所述以外的任何其他原因而终止与董事会的服务，RSU股份的相应比例将于终止日期当天确定，而RSU股份的另一部分将在终止日期当天没有任何付款即被没收。根据此条款（ii），在参与者根据此条款终止服务时确定的RSU股份的相应比例应等于(A) 奖励下面的RSU股份总数， 70%（C）四舍五入至小数点后第二位。如果发生股票分割、股票股利、资本重组或类似交易，则转换可能会受到调整。 (B) 一个分数，分子是赋予日和终止日期之间的完整月份数，分母是12。

(b)替代形式的结算。根据计划第7(e)条的规定，尽管协议中有任何相悖之处，公司可以自行选择以以下方式结算任何限制性股票单位（RSUs）：(i)以现金支付，若以股份结算被禁止依当地法律，或需参与者或公司在参与者居住国家的政府和/或监管机构获批准，或将对参与者或公司造成不利税务后果，或过于繁琐；或(ii)以股份结算，但要求参与者立即或在参与者终止服务后的特定期限内出售该股份（在这种情况下，参与者谨授予公司权利代表参与者向任何第三方经纪/管理人发出卖出指示）。

第5节。红利等值物如果在授予日起至交付予受益人RSUs相应的股份之日止的期间内派发了与股息相关的股份，则受益人有资格获得金额等同于受益人在支付该股息时将收到的股息金额，该金额将根据该股息支付时的时间计算并投资于额外的RSUs。根据协议第3条规定，对任何被没收的本奖励部分不应支付此金额。此金额将以额外股份的形式支付给受益人，日期为将RSUs归属的股份交付予受益人的日期；前提是评议委员会保留自由裁量权，在计划中未授权和无法提供足够数量的股份发行时，支付该金额现金而非RSUs。根据本第5条，受益人有资格按照本第5条应收到的RSUs而称为本奖励的RSUs。优先股东所持有的公司普通股.”

(a)股份发行在交付确定的RSU并且如适用，任何股息股份后，这些股份将以薄记入方式证明；然而，本协议不限制受限制方从招聘或聘用该公司或购买者在至少六个月前终止雇佣的任何此类员工；且委员会可能判断这些股份应以其他适当的方式证明，包括发行股票或股票证明书。任何此等碎股将四舍五入至最接近的整股。

第七条。资料隐私公司注册地址位于爱尔兰都柏林2号汉诺威码头5号，酌情在该计划下授予RSUs。除与公司根据该计划授予RSUs及持续管理此类奖励有关联外，公司提供关于其数据收集、处理和转移做法的以下信息。参加者接受RSUs授予，即明确且明确同意此处所描述的个人数据活动。

(a)数据收集、处理和使用。公司收集、处理和使用参与者的个人数据以及所有股票单位或其他所有权资格奖励，包括已获授予、取消、行使、获得、或留存的有利于参与者的所有股票单位或任何其他资产授予。

公司从参与者那里收到。在根据计划授予限制性股票单位（RSUs）时，公司将收集参与者的个人资料，以便于分配股份及实施、管理和经营计划。公司收集、处理和使用参与者个人资料的法律依据是参与者的同意。

(b)股票计划管理服务提供者. 公司将参与者的个人资料转交给美国的独立服务提供者Fidelity Stock Plan Services, LLC，该公司协助公司实施、管理和运营计划（以下称"股票计划管理者）。未来，公司可能会选择不同的股票计划管理者，并与另一家公司共享参与者的个人资料，该公司在类似方面提供服务。股票计划管理者将为参与者开设账户，以接收和交易在计划下获得的股份。参与者需要同意与股票计划管理者之间的单独条款和数据处理实践，这是参与者能够参加计划的控制项。

(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.

(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 Aptiv Privacy Office (privacy@aptiv.com) for further information on how the Company processes the Participant’s data.

(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:

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 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. The Agreement shall be enforceable to the fullest extent allowed by law. In the event that any provision of the 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 the Agreement or the validity, legality

or enforceability of such provision in any other jurisdiction. Any provision of the Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be deemed severable from the remainder of the Agreement, and the remaining provisions contained in the Agreement shall be construed to preserve to the maximum permissible extent the intent and purposes of the Agreement.

(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.

(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 RSUs subject to the award, and the vesting provisions applicable to the award.

(i)No Employment Rights. The grant of this Award does not create a right to employment and shall not be interpreted as forming an employment or service contract with the Company and shall not interfere with the ability of the Company to terminate the Participant’s service relationship.

(j)Participant Undertaking. By accepting this Award, the Participant acknowledges and agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or give effect to any of the obligations or restrictions imposed on the Participant pursuant to the provisions of the Agreement.

(k)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. 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. 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.

(l)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.

(m)Insider Trading and Market Abuse Laws. Depending on the Participant’s country of residence 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). 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 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.

(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 the 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 the 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 the 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.

(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)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 the RSU Shares are delivered 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.

(q)No Advice Regarding Grant. No employee of the Company 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 consult with the Participant’s personal tax, legal and financial advisors prior to taking any action related to the Plan.

(r)Private Placement. The grant of this Award is not intended to be a public offering of securities in the Participant’s country of residence 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.

(s)Governing Law and Venue. The 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, the 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).


参与者			#参与者姓名#
授予日期			#授予日期#
股票期权数量			#授予数量#


分配时间表
发行日期			RSU发放比例
[•]			100%


Name:
Title:

PARTICIPANT
#ParticipantName#