Meritor Acquisition and 2022 Financial Results
Acquisition Period, shares subject to unexercised stock options, shares earned and vested after the end of the Acquisition Period,
shares in the Participant's 401(k) plan account, unvested retention restricted stock units and unvested new hire awards or shares
purchased with amounts paid under the Company's annual incentive plan for 2023 (paid in 2024) or under the Company's
performance cash program for the 2021-23 performance cycle (paid in 2024).
2.15 Omnibus Incentive Plan means the Cummins Inc. 2012 Omnibus Incentive Plan, or any successor plan thereto, as amended from
time to time.
2.16 Participant means an employee who has been selected for participation in the Program by management and approved by the
Committee.
2.17 Program means the Deposit Share Program as set forth in this document and as amended from time to time.
2.18 Retirement means a "Retirement" as defined in the Omnibus Incentive Plan.
3. Matching RSU Grant
3.1 Eligibility for Matching RSU Grant - To be eligible to receive Matching RSU grants under the Program, a Participant must satisfy
each of the following requirements:
(a)
(b)
(c)
(d)
Establish a brokerage account with Morgan Stanley (or such other broker as the Company may designate for purposes of
the Program) by the beginning of the Acquisition Period, which account shall be used to provide evidence of continuous
ownership of the Newly Acquired Shares (to the extent applicable) throughout the Holding Period;
Acquire Newly Acquired Shares in a number between the Minimum Commitment and the Maximum Commitment during
the Acquisition Period;
Provide documentation satisfactory to the Company of the Participant's acquisition of the Newly Acquired Shares during
the Acquisition Period; and
Provide a written promise to the Company, in such form as is approved by the Company, to retain the Newly Acquired
Shares throughout the Holding Period.
The Participant also must (x) not have entered into a Rule 10b5-1 trading plan that would create actual or potential opposite-way
matching transactions under Section 16 of the Exchange Act with respect to the acquisitions of the Newly Acquired Shares and
(y) agree not to engage in any opposite-way matching transactions or enter into a Rule 10b5-1 trading plan that could result in
such transactions with respect to the acquisitions of Newly Acquired Shares.
If the Participant satisfies each of the requirements set forth above and continues to retain the Newly Acquired Shares and remain
in the employment of the Company (and its affiliates) until the Grant Date, then the Company will, as soon as practicable
following the end of the Acquisition Period, grant the Participant
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