Document

EX-10.4 2 aptvq32024ex104.htm EXHIBIT 10.4 Document

展品 10.4

aptiv plc

長期獎勵計劃

獎勵通知 - 以績效為基礎的限制性股票單位（RSU）

受 (1)《Aptiv PLC 2024 年長期獎勵計劃》的條款及細則約束計劃」)、(2) 本獎勵通知-以績效為基礎的 RSU（」獎項通知」)，以及 (3) 本文附於本公司的績效 RSU 獎勵協議（」協議」)，本公司已授予您（」參與者」) 以績效為基礎的 RSU 的獎項（」以效能為基礎的 RSU」) 如下所反映（」獎項」)。每個以績效為基礎的 RSU 代表獲得本公司一（1）股普通股的機會（a」分享」) 在滿足本獎勵通知及本協議中所載的條款及細則後，須受本計劃條款約束。此處使用的大寫字詞，但未在本獎勵通知或協議中定義的詞彙應具有計劃中所指明的含義。如果獎勵通知、協議和計劃的條文發生衝突，則以本計劃的條文為準。


參與者			#ParticipantName #
授予日期			#GrantDate #
以效能為基礎的 RSU 數目			#QuantityGranted #


分配時間表
表現期			[•] 1-4482 [•]
發行日期			[•]
在彌算日期，根據協議條款，履行約定事項後，0%至200%的績效股份授予將被解凍（任何已解凍的績效股份，為“獲得的績效股份）基於績效期間某些指標的表現，按照所述條款提供的規定附件A。基於表現的限制性股票將在協議規定的時間以股份形式結算。

aptiv plc

長期獎勵計劃

表現為基礎的 RSU 獎勵協議

就授予給參與者的aptiv plc股票相關的基於績效的RSUs而言，該授予日期的RSUs需遵守（1）附在此的績效獎勵通知-基於績效的RSUs（“權益代理）以及（2）這份基於績效的RSU獎勵協議（“Award Notice”），以及aptiv plc 2024 長期激勵計劃（“協議”），連同所有條款和條件。或者為法定目的而成立的人士，其業務或活動（“法定機構”）包括對各種公共機構的員工福利計劃、養老金計劃、保險計劃開展投資基金管理；‬“）”，現已納入參考。本獎勵通知或協議中使用但未在頒獎通知或本協議中定義的大寫詞語應具有計畫中指定的含義。如果在頒獎通知、本協議或計畫的條款之間存在衝突，則計畫的條款將優先。本協議中，“僱主”的定義為公司或在適用日期僱用參與者的任何聯屬公司。

第1節。授予獎勵。公司已於授予日向參與者授予此獎勵，並受到授予通知書和本協議中所載的褄於條款和其他條件的約束。

第二節。解凍。根據本協議第3條和第4條的規定，績效型RSU將在解凍日期解凍，已獲取的績效型RSU的數量將根據績效期間（由委員會確定）的某些指標表現來確定，並根據協議的規定執行。附件A.

第三節。服務終止.

(a)無故解雇；基於良好理由辭去；養老如果參與者在授予日期後滿一周年且在獲得日期之前由於（i）雇主無故解雇，（ii）基於良好理由辭職，或（iii）在達到55歲並在公司及其附屬公司或其前身服務至少10年後自願終止職務，參與者將繼續有資格授予一定數量的已取得表現基礎限制型股份，數量等於（A）根據獎勵通知書中所載的賦予條款決定的已取得表現基礎限制型股份的數量乘上（B）一個分數，其分子為授予日期與終止日期之間的完整月數，分母為授予日期與獲得日期之間的完整月數；提供, 但是，應在第5(a)條所規定的時間進行本句描述的已取得表現基礎限制型股份結算。

(b)死亡；殘疾如果參與者在授予日期前因死亡或殘疾而提前終止服務，則參與者仍有資格授予已獲獎的基於業績的RSU數量，該數量等於根據獎項通知中規定的兌現條款確定的已獲獎的基於業績的RSU數量；提供, 但是，根據本句描述的兌現的基於業績的RSU應在第5(a)條所提供的時間結算；並且進一步提供，在參與者因參與者的死亡而終止服務的情況下，根據計劃的第18條，公司可以選擇在參與者死亡日期生效時授予該獎項。

在以下情況下，（i）參與者的死亡日期將被視為授予日期和績效期最後一天，（ii）根據該績效期間的應用績效指標的達成程度確定應得的績效RSUs數量，並在參與者死亡時測量（由委員會自行決定），以及（iii）應得的績效RSUs應最快在參與者死亡後交付給參與者的繼承人或法定代表，但最遲不得超過參與者死亡年份後的第二年3月15日。

(c)任何其他服務終止。若參與者在除了上述第3(a)或3(b)條款或下面第4(c)條款所述之情形以外的任何情況下終止服務，參與者立即將完全喪失基於績效的限制性股票，並且不會支付任何金額給參與者。

第4節更換控制權.

(a)條件性授予股權在除非該獎勵（就本第4條而言為“替換獎項”）以符合第4(b)條要求之獎勵形式繼續、被承擔或更換的情況下，在授予日期前發生變更控制時，參與者應該成熟，其已賺取的基於績效的RSU數量為：(i) 如果變更控制的生效日期被視為授予日期和績效期的最後一天，則會取得的基於績效的RSU數目；或 (ii) 已授予的基於績效的RSU的100%，並且這些已賺取的基於績效的RSU應在該變更控制的生效日期交付給參與者。就(i)而言，績效的確定將由委員會在參與者在變更控制前構成的委員會在其唯一酌情決定。替代獎勵

(b)替代獎獎項必須符合本第4(b)條的條件（因此可以符合替代獎的資格），如果滿足以下條件：

(i)獎項的價值至少等於被替代獎項的價值;

(ii)該獎項涉及公司公開上市的股票或其繼承者在變更控制後，或是與公司或其繼承者在變更控制後相關的另一實體；並且

(iii)其他獎勵的條款和條件對受獎人不得比被替代獎勵的條款和條件不利（包括後續控制變更事件將適用的條款和第4(c)條款）。

在不限於前述情況的前提下，如果滿足前述條件，替換獎項可以採取將被取代獎項繼續下去的形式。關於本第4(b)條件是否滿足的決定應由變更控制前即時組成的委員會以其獨立裁量進行。

(c)控制權變更後的資格終止。儘管第 3 條有相反的規定，如參加者因死亡、殘疾、僱主無理由終止服務，或因有理由辭職而遭受終止服務（每種情況均為」合資格終止」）（本公司將包括控制權變更後的公司的繼任者或其他與公司或其繼承人在控制權變更後的其他實體），在控制權變更後兩 (2) 年的期間內，繼續、承擔或取代本獎勵的任何替代獎項，在該服務終止未獲得的範圍內，均須在本第 4 條規定的範圍內獲得。(c)，而獲得獎勵的基礎股份須交付給參與者（或參與者的受益人）盡快，並在該等資格終止日期後三十 (30) 天內。該等替代獎勵須根據 (i) 更改控制權生效日期的表現成就水平（如該日期是績效期的最後一天）或 (ii) 導致獲得 100% 替代獎勵的表現成就水平之最大程度獲得；提供, 然而，交付給參加者的股份數量將減少先前交付給參與者之代替獎勵應歸屬之股份數目（如有）。根據第 (c) (i) 條的規定，委員會應自行決定，如在控制權變更前立即成立，並自行決定表現。

Section 5. 基於表現的限制性股票單位（RSU）的結算。

(a) 股份交付. 除非本協議第3條或第4條另有規定，任何已賺取的基於表現的限制性股票單位應在適用的表現結果根據委員會的認證和批准後，儘快以股份的形式交付給參與者，附件A但最遲不得晚於3月15日，[•]。在所有情況下，基於表現的限制性股票單位將在根據《法典》第409A條款的“短期延期”期間內結算。

(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

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

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.

(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.

(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

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

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.

(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

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

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.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

APTIV PLC


Name:
Title:

PARTICIPANT
#ParticipantName#

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%).

– 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

(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.

Companies to be Included in the [•] – [•]TSR Metric


Ticker			Name