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EXHIBIT 10.33
LEAR CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
2005 MANAGEMENT STOCK PURCHASE PLAN (NON-US)
TERMS AND CONDITIONS
1. Deferral Election.
Any Eligible Employee selected by the Committee may irrevocably
elect to
defer any 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 2005 by
properly filing with
the Committee a written notice to that effect ("Deferral
Election") on the form
furnished by the Committee. An Eligible Employee who makes a
Deferral Election
shall be a Participant.
2. Restricted Stock Units.
(a) In consideration for the Participant's Deferral Election,
the
Participant shall be credited as of March 15, 2005, with
Restricted
Stock Units at a discounted price ("Discount Rate") as provided
in
the following table:
<TABLE>
<CAPTION>
Total dollar amount of Participant's Deferral Election,
Applicable Discount
expressed as a percentage of the Participant's base salary:
Rate:
-----------------------------------------------------------
-------------------
<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 Fair Market Value over the
last five business days in 2004 (December 27, 28, 29, 30 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%.
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3. Restriction Period.
The Restriction Period under this Agreement shall be the
three-year period
commencing on March 15, 2005, and ending on March 14, 2008.
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 ("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 for the second business day of each quarter on an annual
basis.
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 or such later date as may have been elected by the
Participant under
Section 9. Delivery of the cash payment of any amount credited
to the
Participant's Dividend Equivalent Account shall be made as soon
as
administratively feasible after the end of the Restriction
Period.
6. Termination of Employment Due to Death, End of Service or
Disability.
(a) Before March 15, 2005.
A Participant who ceases to be an employee prior to March 15,
2005,
by reason of death, End of Service or Disability shall be
terminated
from the Plan, and his Deferral Election shall be cancelled.
(b) After March 14, 2005 but Before January 1, 2006.
If the Participant ceases to be an employee after March 14,
2005,
but prior to January 1, 2006, 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).
(c) After December 31, 2005.
If the Participant ceases to be an employee after December 31,
2005,
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
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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 designated, distribution of the
Participant's
Shares and any cash payment shall be made to the
Participant's
surviving spouse and if none, to the Participant's estate.
(e) End of Service.
An employee's "End of Service" means his or her retirement
after
attaining age 55 and completing ten years of service (as defined
in
the Lear Corporation Pension Plan, regardless
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