Exhibit 10-c
ARVINMERITOR, INC.
2007 LONG-TERM INCENTIVES PLAN
STOCK OPTION AGREEMENT
THIS AGREEMENT, is made effective as
of July 25, 2008 (the “ Date of Grant ”
), between ArvinMeritor, Inc. an
Indiana corporation (“ ArvinMeritor”
or the “Corporation”
) and Charles G. McClure (the
“ Participant
” ).
R E C I T A L S :
WHEREAS, ArvinMeritor has adopted
the Plan (as defined below), the terms of which are hereby
incorporated by reference and made a part of this Agreement;
and
WHEREAS, the Board of Directors and
the Compensation and Management Development Committee of
ArvinMeritor have determined that it would be in the best interests
of ArvinMeritor and its stockholders to grant the Options provided
for herein to the Participant pursuant to the Plan and the terms
set forth herein.
NOW, THEREFORE, in consideration of
the mutual covenants hereinafter set forth, the parties agree as
follows:
1.
Definitions . Whenever the following terms are used in this
Stock Option Agreement, they shall have the meanings set forth
below. Capitalized terms not otherwise defined herein shall have
the same meanings as in the Plan.
(A) Grant Date: July 25, 2008
(B) Exercise
Date: July 25,
2011
(C) Expiration
Date: July 25, 2018
(D) Options : The non-qualified stock options awarded by the
Board of Directors of ArvinMeritor to the Participant on July 25,
2008, to which this Stock Option Agreement relates.
(E) Option Shares : The shares of ArvinMeritor Common Stock
issuable or transferable on exercise of the Options.
(F) Plan : ArvinMeritor's 2007 Long-Term Incentives Plan,
as it may be amended and in effect at the relevant time.
(G) Shares : Shares of ArvinMeritor Common
Stock.
(H) SB : Smith Barney, as administrator of
ArvinMeritor’s stock option program, or any successor to
SB.
2.
Grant of Options
The
Corporation, pursuant to the action of the Board of Directors of
the Corporation on the Grant Date, granted to the Participant the
right and option to purchase, on the terms and conditions
hereinafter set forth, 300,000 Shares, subject to adjustment as set
forth in the Plan. The purchase price of the Shares subject to the
Options (the “
Exercise Price ” ) shall be $12.78, which is the Fair Market
Value of the Shares on the Date of Grant. The Option is intended to
be a non-qualified stock option, and is not intended to be treated
as an option that complies with Section 422 of the Internal Revenue
Code of 1986, as amended.
3. When Options May be Exercised
The Options may be exercised, in whole or in part (but only for a
whole number of shares) and at one time or from time to time, on or
after the Exercise Date, provided , that:
(i) if the Participant dies while an
Employee of the Corporation (as defined in the Plan), his estate,
or any person who acquires the Options by bequest or inheritance,
may exercise all the Options not theretofore exercised within (and
only within) the period beginning on his date of death (even if he
dies before the Exercise Date) and ending three years thereafter
(or until the Expiration Date, if earlier);
(ii) in the event of the
Partipant’s Disability, he may exercise all the Options not
exercised (even if he becomes disabled before the Exercise Date)
within the period beginning on the date of his Disability and
ending three years thereafter (or until the Expiration Date, if
earlier);
(iii) in the event the
Participant’s employment by the Corporation terminates other
than by death or Disability:
(a) if the Participant’s
employment by the Corporation terminates on or after July 25, 2009,
by reason his Retirement, the Participant (or if he dies after his
Retirement date, his estate or any person who acquires the Options
by bequest or inheritance) may thereafter exercise the Options
within (and only within) the period starting on the Exercise Date
and ending five years after his Retirement date (or until the
Expiration Date, if earlier);
(b) if the Participant’s employment by the Corporation
terminates for any reason not specified in subparagraph (i) or (ii)
or
