THE
AMENDED AND RESTATED
BORGWARNER INC.
MANAGEMENT INCENTIVE BONUS PLAN
The
purposes of The BorgWarner Inc. Management Incentive Bonus Plan,
amended effective as of December 31, 2008 are (a) to
assist the Corporation in attracting and retaining in the employ of
the Corporation and its Subsidiaries individuals of outstanding
competence, and (b) to provide performance incentives for
officers, executives and other key employees of the Corporation and
its Subsidiaries.
Unless
otherwise required by the context, the terms used in this Plan
shall have the meanings indicated in this
Section 2.
BENEFICIARY:
As applied to a Participant, a person or entity (including a trust
or the estate of the Participant) designated in writing by the
Participant, on such forms as the Committee may prescribe, to
receive an award made to the Participant by the Committee but not
paid prior to the Participant’s death;
BOARD
or BOARD OF DIRECTORS: The Board of Directors of the
Corporation.
COMMITTEE:
The committee designated to administer the Plan pursuant to the
provisions of paragraph 4.01.
CORPORATION:
BorgWarner Inc., a Delaware corporation, its successors and
assigns.
PARTICIPANT:
An employee of the Corporation or of a subsidiary regularly
employed on a full-time basis, including an officer or director,
who is approved by the Committee as eligible to participate in the
Plan and who, in the opinion of the Committee, is in a position to
make significant contributions to the earnings of the corporation
or of a Subsidiary.
PLAN:
The BorgWarner Inc. Management Incentive Bonus Plan, as from time
to time amended.
SUBSIDIARY:
A corporation or other form of business association of which shares
(or other ownership interests) having more than 50% of the voting
power are owned or controlled, directly or indirectly, by the
Corporation.
The
Plan shall apply to the Corporation and Subsidiaries which have not
been specifically excluded by the Board of Directors. The Plan is
effective as of January 1, 1994 and amended and restated as of
January 31, 2008.
4.01
The Plan shall be administered by a committee of three or more
persons selected by the Board of Directors from its own membership,
which shall be the Compensation Committee of the Board of Directors
unless another committee of the Board shall be designated by the
Board.
4.02
The Committee shall have full power to interpret and administer the
Plan and full authority to act in determining who shall be
Participants in the Plan, the amount to be awarded to each
Participant, and the conditions, form, manner, time and terms of
payment of awards. The interpretations by the Committee of the
terms and provisions of the Plan and the administration thereof,
and all action taken by the Committee, shall be final, binding and
conclusive on the Corporation’s stockholders, the
Corporation, its Subsidiaries, all Participants and employees, and
upon their successors and assigns, and upon all other persons
claiming under or through any of them.
4.03
The Committee may adopt such rules and regulations, not
inconsistent with the provisions of the Plan, as it deems necessary
(i) to determine participation in the Plan, the amount to be
awarded to each Participant, the conditions, form, manner, time and
terms of payment of such awards and (ii) to administer the
Plan, and may amend or revoke any such rule or
regulation.
4.04
Except as otherwise provided under Delaware General Corporation
Law, and without limiting the rights and powers of the Corporation
under such Law, members of the Board of Directors and members of
the Committee acting under the Plan shall be fully protected in
relying in good faith upon the advice of counsel and on written
reports by the certified public accountants of the Corporation and
shall incur no liability except from gross negligence or willful
misconduct in the performance of their duties.
5.01
Participation. The determination of the Participants eligible to
receive awards for any fiscal year shall be made by the Committee
after consultation with the officers of the Corporation. The
Committee, in its sole discretion, may refrain from making an award
to any Participant who has voluntarily or involuntarily left his or
her employment with the Corporation or any Subsidiary or has given
notice of intention to leave before the award is actually
made.
5.02
Awards. The determination of an award to a Participant for a fiscal
year shall be made by the Committee after consultation with
officers of the Corporation. The total amount awarded for any
fiscal year shall not exceed such limitations as may from time to
time be established by the Committee.
5.03
Form of Awards. Awards shall be made in cash payable immediately
after the award shall have been made but in no event later than
March 15 th
of the
calendar year following the calendar year the Award is
made.
2
6.01
Neither the adoption of the Plan nor its operation, nor any booklet
or other document describing or referring to the Plan, or any part
thereof, shall confer upon any Participant any right to continue in
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