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EXHIBIT 10.37
LEAR CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
2008 MANAGEMENT STOCK PURCHASE PLAN (U.S.)
TERMS AND CONDITIONS
1.
Deferral Election.
Any
Eligible Employee selected by the Committee (a) may irrevocably
elect
to defer any whole percentage up to 90% of the Base Salary payable
to him or her
for the pay periods ending after December 31, 2007 and before
January 1, 2009,
by electronically submitting an online election to that effect,
and/or (b) may
have irrevocably elected to defer a whole percentage up to 100% of
the bonus
payable to him or her under the Company's Senior Executive
Incentive
Compensation Plan or Management Incentive Compensation Plan in the
first quarter
of 2008, by having electronically submitted an online election to
that effect in
2006.
"Base
Salary" means a Participant's annual base salary rate on January
1,
2008 from the Company or an Affiliate, including any elective
contributions of
the Participant that are not includable in his or her gross income
under Code
Sections 125 or 401(k), and before taking into account his or her
Deferral
Election under the MSPP.
"Participant" means an Eligible Employee who makes a Deferral
Election.
2.
Restricted Stock Units.
(a)
In consideration
for the Participant's Deferral Election, the
Participant shall be credited as of March 15, 2008 with
Restricted
Stock Units at a discounted price (the "Discount Rate") as
provided
in the following table:
<TABLE>
<CAPTION>
Total dollar amount of Participant's Deferral Election, expressed
as a
Applicable Discount Rate:
percentage of the Participant's Base Salary as of January 1,
2008:
----------------------------------------------------------------------
--------------------------
<S>
<C>
15% or less
20%
Over 15% and up to 100%
30%
Over 100%
20%
</TABLE>
(b)
The total number
of Restricted Stock Units credited to a Participant
under the Plan will be determined according to the following
calculation:
(i) the dollar
amount of the Participant's Deferral Election that
does not exceed 15% of the Participant's Base Salary, divided
by the product of (A) the average closing Fair Market Value
over the last five trading days
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in 2007 (December 24, 26, 27, 28 and 31) (the "Average FMV")
multiplied by (B) 80%; plus
(ii) the dollar amount
of the Participant's Deferral Election over
15% and up to 100% of the Participant's Base Salary, divided
by the product of (A) the Average FMV multiplied by (B) 70%;
plus
(iii) the dollar amount of the Participant's Deferral Election
over
100% of the Participant's Base Salary, divided by the product
of (A) the Average FMV multiplied by (B) 80%.
(c)
The total number
of Restricted Stock Units determined in Section
2(b) will be credited to the Participant in the form of Salary
Restricted Stock Units and/or Bonus Restricted Stock Units. The
number of Salary Restricted Stock Units credited shall be the
same
proportion of the total Restricted Stock Units as the amount of
Base
Salary deferred in the Participant's Deferral Election is of
the
total amount deferred in the Participant's Deferral Election.
The
number of Bonus Restricted Stock Units credited shall be the
same
proportion of the total Restricted Stock Units as the amount of
bonus deferred in the Participant's Deferral Election is of the
total amount deferred in the Participant's Deferral Election.
3.
Restriction Period.
The
Restriction Period under this Agreement shall be the three-year
period
commencing on March 15, 2008 and ending on March 14, 2011.
4.
Dividend Equivalents.
If the
Company declares a cash dividend on Shares, the Participant
shall
be credited with dividend equivalents as of the payment date for
the dividend
equal to the amount of the cash dividend per Share multiplied by
the Restricted
Stock Units credited to the Participant under Section 2(b) as of
the record
date. Dividend equivalents shall be credited to a notional account
established
for the Participant (the "Dividend Equivalent Account"). Interest
shall be
credited to the Participant's Dividend Equivalent Account,
compounded monthly,
until payment of such account to the Participant. The rate of such
interest
shall be the Prime Rate of interest as reported by the Midwest
edition of The
Wall Street Journal on the second business day of each calendar
quarter.
5. Timing
and Form of Payout.
Except as
provided in Sections 6, 7 or 8, after the end of the
Restriction
Period, the Participant shall be entitled to receive a number of
Shares equal to
the number of Restricted Stock Units credited to the Participant
under Section
2(b) and a cash payment equal to the amount credited to the
Participant's
Dividend Equivalent Account under Section 4. Delivery of such
Shares shall be
made as soon as administratively feasible after the end of the
Restriction
Period. Delivery of the cash payment of any amount credited to the
Participant's
Dividend Equivalent Account shall be made on or about the date the
Restricted
Stock Units are distributed to the Participant.
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6.
Termination of Employment Due to Death, End of Service or
Disability.
(a)
Before March 15,
2008.
A Participant who ceases to be an employee prior to March 15,
2008
by reason of death, End of Service or Disability shall be
terminated
from the Plan, and his or her Deferral Election shall be
cancelled.
Any Base Salary and/or bonus earned but not paid due to the
Participant's Deferral Election shall be paid to the Participant
(or
in the case of the Participant's death, the Participant's
beneficiary) in cash as soon as administratively feasible after
his
or her termination of employment.
(b)
After March 14,
2008 but Before January 1, 2009.
If the Participant ceases to be an employee after March 14, 2008
but
prior to January 1, 2009 by reason of death, End of Service, or
Disability, the Participant (or in the case of the
Participant's
death, the Participant's beneficiary) shall be entitled to receive
a
number of Shares equal to the sum of (i) and (ii):
(i) the number
of Salary Restricted Stock Units credited to the
Participant under Section 2(c) multiplied by a fraction, the
numerator of which is the number of pay periods for which
there was a Base Salary deduction in the period beginning on
January 1, 2008 and ending on the date the Participant ceases
to be an employee and the denominator of which is 24; and
(ii) the number of
Bonus Restricted Stock Units credited to the
Participant under Section 2(c).
(c)
After December
31, 2008.
If the Participant ceases to be an employee after December 31,
2008
but prior to the end of the Restriction Period by reason of
death,
End of Service or Disability, the Participant (or in the case of
the
Participant's death, the Participant's beneficiary) shall be
entitled to receive a number of Shares equal to the number of
Restricted Stock Units credited to the Participant under
Section
2(b) and a cash payment equal to the Participant's Dividend
Equivalent Account under Section 4.
(d)
Beneficiary.
Any distribution made with respect to a Participant who has
died
shall be paid to the beneficiary designated by the Participant
pursuant to Article 11 of the Plan to receive the Participant's
Shares and any cash payment under this Agreement. If the
Participant's beneficiary predeceases the Participant or no
beneficiary has been
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designated, distribution of the Participant's Shares and any
cash
payment
shall be made to the Participant's su
