Meritor Acquisition and 2022 Financial Results
3.2
one Matching RSU for each such Newly Acquired Share as specified in the Participant's Award Letter.
Form of Grant - The Matching RSU grants under the Program shall be made pursuant to the Omnibus Incentive Plan, and the
Matching RSUs so granted shall be documented in a Matching RSU award agreement and shall be subject to all of the terms and
conditions set forth in such award agreement and in such plan.
4. Holding Period for the Newly Acquired Shares
The Participant must agree that the Newly Acquired Shares with respect to which Matching RSUs are granted under this Program will
not be sold, transferred, diversified, pledged or hedged, prior to the vesting of such related Matching RSUs. Any such sale, transfer,
diversification, pledge or hedge prior to the end of the Holding Period shall be deemed to disqualify the Newly Acquired Shares from
being considered Newly Acquired Shares for purpose of this Program and, as a result, a number of Matching RSUs equal to the number
of disqualified shares shall be immediately forfeited. The Holding Period requirement for a Newly Acquired Share shall end when the
Matching RSU to which such Newly Acquire Share relates vests.
5. Vesting of Matching RSUs
6.
7.
Except to the extent otherwise provided herein or determined by the Committee, all Matching RSUs will cliff vest on the fifth (5th)
anniversary of the last day of the Acquisition Period and be settled in shares of the Company's common stock or cash in accordance with
the terms of the Matching RSU award agreement and the Omnibus Incentive Plan.
Potential Dividend Equivalents
The Participant may
receive any dividend equivalents payable with respect to the Matching RSUs from the Grant Date until the Matching
RSUS vest to the extent so provided in the Matching RSU award agreement. If any Matching RSUs are forfeited hereunder, the dividend
equivalents credited with respect to such Matching RSUs shall also be forfeited.
Disability or Death
If a Participant's employment or service with the Company terminates as a result of Disability or death prior to the date on which the
Matching RSUs granted under this Program have vested in full, then the Participant will vest in a prorated portion of the Participant's
outstanding Matching RSUs (rounded up to the nearest whole share) representing the portion of the full vesting period prior to such
termination, and such Matching RSUs will be settled as provided in the award agreement.
Except as Section 9.4 may otherwise provide in connection with a Change of Control, if the Participant's employment or service with the
Company terminates for any reason other than Disability or death prior to the date on which the Matching RSUs granted under this
Program have vested in full, then all rights in and to any and all Matching RSUs granted pursuant to this Program that have not vested
shall be forfeited upon such termination. In addition, any Matching RSUs granted pursuant to this Program shall be forfeited in the
following circumstances:
8.
Forfeiture of Matching RSUs
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