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Exhibit 10.1 SEPARATION AGREEMENT This Separation
Agreement and General Release is entered into effective as of the
15th day of December, 2008, by and between Tom Stone, a U.S.
citizen with resident at Maumee, OH ("Employee") and Dana Holding
Corporation, a Delaware Corporation together with its affiliates
and subsidiaries (collectively referenced herein as "Dana" or the
"Company"). Recitals
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A.
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Employee has been employed by Dana (or its predecessor) in the
United States since June 27, 2005. Employee’s last day
as an active employee will be December 31, 2008. He has most
recently been serving as President, Light Axle Products Group,
Automotive Systems Group.
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B.
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The Employee and Dana have mutually agreed to separate under
amicable circumstances after a full discussion and review of
current circumstances and options.
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C.
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Employee and Dana have concluded that it would be in the best
interests of both Employee and Dana to enter into this Separation
Agreement and General Release (the "Agreement") in order to replace
and supercede the Executive Agreement between the Executive and the
Company entered into on May 16, 2007 (the "Executive
Agreement") and permit Employee and Dana to separate under mutually
agreed terms to pursue other options outside of Dana.
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D.
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In order to recognize the above-described concerns, and without
either party admitting any liability to the other except for such
obligations as shall be herein below assumed, Employee and Dana
have agreed as set forth below.
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NOW, THEREFORE, for value
received, the receipt and sufficiency of which is hereby
acknowledged, intending to be bound by this Agreement, the parties
agree as follows:
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1.
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Employment . Employee and Dana agree that
Employee’s current duties at Dana will end, effective upon
the expiration of the seven day period for revocation described
below in Paragraph 13.. Between the effective date of this
Agreement and December 31, 2008, Employee will work on such
ongoing and transition matters as Dana may reasonably assign. The
Executive Agreement and Exhibit A thereto will be terminated
and of no further force and effect as of December 31,
2008.
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2.
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Employment Records . Dana’s records will indicate
that Employee’s employment was terminated by job elimination
for reasons related to the severe economic conditions in
Dana’s market, effective December 31, 2008. The Employee
will receive his final pay as an active employee together with
(i) his December, 2008 perquisite allowance and (ii) any
accrued unused vacation at the end of December, 2008. Copies of
this Agreement will be maintained in Employee’s human
resources file.
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3.
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Payments/Consideration . Employee shall receive the
following as consideration for Employee’s acceptance and
execution of this Separation Agreement and Release (as summarized
on attached Exhibit A). Employee acknowledges that each item
listed constitutes special consideration in exchange for the
promises made herein and that Dana was not otherwise obligated to
provide these payments or benefits to Employee:
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a.
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Upon the receipt of an invoice detailing the charges, Dana will
reimburse Employee for legal services used by Employee in the
negotiation and execution of this Separation Agreement and Release
up to a maximum cost of Two Thousand Dollars ($2,000).
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b.
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Dana shall provide Employee with outplacement services in the
U.S. at a cost of up to $20,000 to be direct billed to Dana. The
Employee shall have 30 days from the execution of this
Agreement to elect to use the outplacement services or the Employee
may, in lieu thereof, elect to receive the $20,000 cost in a direct
payment from Dana (subject to deduction of required taxes). If the
Employee elects the direct payment option, he must provide Dana
with written notice and the payment will be made no later than the
month following the month during which such written notice is
received.
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c.
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Employee will receive a lump sum payment equal to 12 months
of base compensation with all deductions required by law. This
payment will be made within 30 days after the expiration of
the period for revocation described below in Paragraph 12
except that to the extent any part of this payment would be
considered "deferred compensation" not exempt from the requirements
of Section 409A of the Internal Revenue Code as referenced in
Paragraph 11 below, that portion (if any) of the lump sum
payment which exceeds the lesser of (A) two times the
Employee’s annualized compensation from Dana for the 2007
calendar year, or (B) $460,000 (i.e. two times the annual limit on
compensation as may be in effect under Section 401(a)(17)
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of the Internal Revenue Code for 2008), shall not be paid to
Employee until six months and one day after the Employee’s
termination date (or, if earlier, upon the Employee’s
death).
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4.
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Health Insurance & Other Benefits. Dana will provide
group health insurance and for Employee until December 31,
2008 as the last day of the month in which his employment
terminated. The Employee will also receive 18 months of
subsidized COBRA (requiring payment of only the employee’s
premium (based on the coverage chosen) from January 1, 2009
through June 30, 2010. Subsequently, the Employee shall be
entitled to an additional 6 months of COBRA coverage (at the
standard rate) in accordance with the legal requirements of
COBRA.
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5.
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Other Benefits . Dana shall provide Employee with the
benefits to which he is entitled in accordance with the provisions
of any applicable Dana plans in which he participates (including
but not limited to the 2008 Dana Holding Corporation Omnibus Stock
Incentive Plan) to the extent that such benefits represent those
that Employee is either vested in or otherwise entitled to receive.
The effective date of his termination for the purposes of such
plans shall be December 31, 2008. The specific treatment of
Long-Term Incentive Plan grants are referenced on Exhibit A.
It is expected that no 2008 Executive Incentive Compensation
("EIC") payout or Annual Incentive Plan ("AIP") payout will occur
due to the Company’s performance against applicable
standards, but if such payout(s) occur, the Employee shall receive
the payout(s) set forth on Exhibit A notwithstanding his
separation from Dana. Nonetheless, if the Board should, in the
exercise of its sole discretion, declare a bonus to be payable to
senior executives of the Company, then the Employee will be
eligible for any such payout notwithstanding his separation from
Dana. No EIC payout will be made unless the Company qualifies for
such a payout and a 2008 EIC payout is made to any other eligible
Executive. The Employee’s PERQ allowance will continue
through the end of the Employee’s last month on the active
payroll.
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6.
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SERP . The Employee’s termination will be
considered an Involuntary Termination without Cause and the
Employee shall receive a SERP benefit as calculated in accordance
with Paragraph 2.5 of the SERP dated June 27, 2005, and
set forth in attached Exhibit A, subject to the requirements
of Section 409A of the Internal Revenue Code as more
particularly described in Paragraph 3 c. above.
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7.
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General Release . Employee, on behalf of himself and his
attorneys, agents, representatives, successors, assigns, heirs,
administrators and executors (collectively, "Releasors") hereby
forever releases and discharges Dana and any of its affiliates,
parent or subsidiary entities, owners, partners, officers,
direc
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