Meritor Acquisition and 2022 Financial Results

9. 8.1 Transfer of Newly Acquired Shares -- If the Newly Acquired Shares to which the Matching RSUs relate are sold or otherwise transferred by the Participant prior to the vesting of such Matching RSUs, then an equal number of Matching RSUs shall be forfeited; provided that if the number of Newly Acquired Shares held by the Participant falls below the Participant's Minimum Commitment prior to the end of the Holding Period, then all of the Matching RSUs granted under the Program shall be immediately forfeited as of the date the Minimum Commitment is no longer met; 8.2 Unearned Performance Shares 8.3 -- If the Participant has committed performance shares for the 2021-23 performance cycle in order to meet the Minimum Commitment, then to the extent fewer performance shares for the 2021-23 performance cycle are earned than were committed to the Program, a corresponding number of Matching RSUs will be forfeited unless the Participant completes a Make-Up Election that enables the Participant to retain the Matching RSUs; and Transfer of Other Shares – If, during the period commencing six (6) months prior to the commencement of the Acquisition Period and ending six (6) months after the end of the Acquisition Period, the Participant sells or otherwise transfers shares of the Company's common stock that the Participant owned at the beginning of such period, then an equal number of Matching RSUs to the number of shares so transferred shall be forfeited. For this purpose, shares in the Participant's 401(k) plan account will not be considered as shares "owned" by the Participant. Miscellaneous 9.1 Administration of the Program-The Committee shall be the administrator of the Program; provided that the Committee may delegate ongoing administration of the Program to one of more officers of the Company or their respective delegates. In addition to the authority specifically provided herein, the Committee shall have full power to formulate additional details and regulations for carrying out this Program. The Committee shall also be empowered to make any and all of the determinations not herein specifically authorized which may be necessary or desirable for the effective administration of the Program, including the authority to reconcile inconsistencies in or supply omissions to the terms of the Program or any document issues in connection herewith, and to adjust the level of participation for any Participant. All determinations made by the Committee shall be final and conclusive. 9.2 Section 16 of the Exchange Act and Insider Trading Compliance - Any purchases or sales of the Company's common stock that occur under the Program are, for the avoidance of doubt, subject to Section 16 of the Exchange Act, including the reporting and short-swing profits rules thereunder, and to the Company's insider trading policy and other applicable policies as in effect from time to time. 9.3 Amendment and Termination of Program-The Committee may at any time amend the Program in whole or in part; provided, however, that no amendment shall be effective to adversely affect a Participant's rights hereunder without such Participant's written consent. Written notice of any amendments shall be given promptly to each Participant. No notice shall be required with respect to amendments that are non-material or administrative in nature. 4878-3416-6579 6

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