LEAR CORPORATION LONG-TERM STOCK INCENTIVE PLAN

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                                                                   EXHIBIT 10.45

                                LEAR CORPORATION
                         LONG-TERM STOCK INCENTIVE PLAN

         2007 RESTRICTED STOCK UNIT TERMS AND CONDITIONS (VANDENBERGHE)

            1. Definitions. Any term capitalized herein but not defined will
have the meaning set forth in the Plan.

            2. Grant and Vesting of Restricted Stock Units.

            (a) As of the Grant Date specified in the letter that accompanies
this document, the Employee will be credited with the number of Restricted Stock
Units set forth in the letter that accompanies this document. Each Restricted
Stock Unit is a notional amount that represents one unvested share of Common
Stock, $0.01 par value, of the Company (the "Common Stock"). Each Restricted
Stock Unit constitutes the right, subject to the terms and conditions of the
Plan and this document, to distribution of a Share if and when the Restricted
Stock Unit vests. If the Employee's employment with the Company and all of its
Affiliates terminates before the date that all of the Restricted Stock Units
vest, his or her right to receive the Shares underlying unvested Restricted
Stock Units will be only as provided in Section 4.

             (b) The Restricted Stock Units will vest in their entirety on the
second anniversary of the Grant Date. Notwithstanding anything contained herein
to the contrary, the right of an Employee to receive Shares underlying a
Restricted Stock Unit will be forfeited if the Committee determines, in its sole
discretion, that (i) the Employee has entered into a business or employment
relationship that is detrimentally competitive with the Company or substantially
injurious to the Company's financial interests; (ii) the Employee has been
discharged from employment with the Company or an Affiliate for Cause; or (iii)
the Employee has performed acts of willful malfeasance or gross negligence in a
matter of material importance to the Company or an Affiliate.

             3. Rights as a Stockholder.

            (a) Unless and until a Restricted Stock Unit has vested and the
Share underlying it has been distributed to the Employee, the Employee will not
be entitled to vote that Share.

            (b) If the Company declares a cash dividend on its common stock,
then, on the payment date of the dividend, the Employee will be credited with
dividend equivalents equal to the amount of cash dividend per share multiplied
by the number of Restricted Stock Units credited to the Employee through the
record date. The dollar amount credited to an Employee under the preceding
sentence will be credited to an account ("Account") established for the Employee
for bookkeeping purposes only on the books of the Company. The amounts credited
to the Account will be credited as of the last day of each month with interest,
compounded monthly, until the amount credited to the Account is paid to the
Employee. The rate of interest

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credited under the previous sentence will be the prime rate of interest as
reported by the Midwest edition of the Wall Street Journal for the second
business day of each quarter on an annual basis. The balance in the Account will
be subject to the same terms regarding vesting and forfeiture as the Employee's
Restricted Stock Units awarded under the accompanying letter and this document,
and will be paid in cash in a single sum at the time that the Shares associated
with the Employee's Restricted Stock Units are delivered (or forfeited at the
time that the Employee's Restricted Stock Units are forfeited).

            4. Termination of Employment. Subject to the forfeiture provisions
of clause 2(b) above, an Employee's right to receive the Shares underlying his
or her Restricted Stock Units after termination of his or her employment will be
only as follows:

            (a) End of Service. If the Employee experiences an End of Service
Date, the Employee will be entitled to receive the Shares underlying any
Restricted Stock Units that have then vested. In addition, the Employee will be
entitled to receive the Shares underlying the number of Restricted Stock Units,
if any, that have not yet vested but would have vested under Section 2 if the
Employee's End of Service Date had been 24 months following his actual End of
Service Date. The Employee will forfeit the right to receive Shares underlying
any Restricted Stock Units that have not yet vested or would not have vested in
the next 24 months as described in the preceding sentence. The Employee's "End
of Service Date" is t