Meritor Acquisition and 2022 Financial Results
Committee, be the quotient of (a) the product of the percentage established for the Participant as the minimum by the Committee
multiplied by the Participant's base salary as of February 1, 2023 (the "Minimum Dollar Cap") divided by (b) the average closing
price per share of the Company's common stock over the twenty (20) trading days immediately preceding April 15, 2023, with
the result rounded to the nearest whole share; provided that, if the average trading price per share during the first five (5) trading
days of the Acquisition Period (the "Acquisition Period Price") is higher than the average determined pursuant to clause (b), then
the Minimum Commitment will be recalculated using the Acquisition Period Price rather than the average determined pursuant to
clause (b) so that the total value of the Minimum Commitment does not exceed the Minimum Dollar Cap.
2.13 Maximum Commitment means the maximum number of Newly Acquired Shares that a Participant may elect to commit to hold
for the Holding Period and be granted an equivalent number of Matching RSUs under the Program. The Maximum Commitment
for a Participant shall, unless otherwise determined by the Committee, be the quotient of (a) the product of the percentage
established for the Participant as the maximum by the Committee multiplied by the Participant's base salary as of February 1,
2023 (the "Maximum Dollar Cap") divided by (b) the average closing price per share of the Company's common stock over the
twenty (20) trading days immediately preceding April 15, 2023, with the result rounded to the nearest whole share; provided that,
if the Acquisition Period Price is higher than the average determined pursuant to clause (b), then the Maximum Commitment will
be recalculated using the Acquisition Period Price rather than the average determined pursuant to clause (b) so that the total value
of the Maximum Commitment does not exceed the Maximum Dollar Cap.
2.14 Newly Acquired Shares means shares of the Company's common stock acquired by the Participant during the Acquisition Period,
including shares (a) acquired through open market purchases (including shares purchased with the after-tax proceeds of bonuses
and performance cash) or the exercise of stock options; or (b) committed from the net after-tax proceeds of performance shares,
restricted stock units or restricted stock pursuant to awards vesting between March 1, 2023 and the end of the Acquisition Period.
If the Newly Acquired Shares listed above are not sufficient to fund a Participant's Minimum Commitment, then up to fifty
percent (50%) of the number of shares subject to the Participant's performance shares for the 2021-23 performance cycle and
fifty percent (50%) of the number of shares subject to restricted stock units or restricted stock vesting by March 2024 may be
treated as Newly Acquired Shares to the extent that such additional number would cause the Minimum Commitment to be met
and the Participant commits them to the Program pursuant to the procedures specified by the Committee. To the extent fewer
performance shares for the 2021-23 performance cycle are earned than were committed to the Program, the Participant may elect
(a "Make-Up Election") to purchase a number of shares equal to the shortfall on terms and conditions determined by the
Company following the determination of the number of performance shares earned; provided that, to the extent the Participant
does not elect to purchase such shares, a corresponding number of Matching RSUs will be forfeited, but the Participant will not be
deemed to have failed to fund such Participant's Minimum Commitment due to such shortfall.
For the avoidance of doubt, Newly Acquired Shares will not include shares of the Company's common stock beneficially owned
by the Participant prior to the
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