|
Exhibit
10-c-1
ARVINMERITOR,
INC.
RESTRICTED STOCK AGREEMENT
In accordance with Section 11 of the 2007 Long-Term
Incentive Plan, as amended (“Plan”), of ArvinMeritor,
Inc. (the “Company”), [_____] shares of Common Stock,
$1 par value, of the Company have been granted to you today as
restricted shares (“Restricted Shares”). The Restricted
Shares have been granted to you upon the following terms and
conditions:
1.
Restricted
Period
Subject
to the provisions of paragraph 2 of this agreement, the period
during which the Restricted Shares are subject to forfeiture
(“Restricted Period”) shall end on (a) December 1,
20[__] with respect to [____] of the Restricted Shares; (b)
December 1, 20[__] with respect to an additional [____] of the
Restricted Shares; and (c) December 1, 20[__] with respect to the
remaining [____] of the Restricted Shares.
2.
Earning of Restricted
Shares
(a) If your employment is terminated due to
your death or Disability (as defined in the Plan) prior to the end
of the Restricted Period, you will be deemed to have earned, as of
the end of the Restricted Period, a pro-rated portion of the
Restricted Shares, based on the number of full months of the
vesting period that have elapsed as of the date of death or
Disability.
(b) Upon your Retirement (as defined in the
Plan) after [_______], 20[__] and prior to the end of the
Restricted Period, the Restricted Shares will continue to vest in
accordance with the terms of Section 1 of this
agreement.
(c) If your employment with the Company
terminates prior to the end of the Restricted Period for any other
reason, you shall be deemed not to have earned any of the unvested
Restricted Shares and shall have no further rights with respect
thereto, except as and to the extent that the Compensation and
Management Development Committee of the Board of Directors, taking
into account the purpose of the Plan and such other factors as in
its sole discretion it deems appropriate, may determine.
3.
Retention of Certificates for
Restricted Shares
Certificates for the Restricted Shares and any dividends or
distributions thereon or in respect thereof that may be paid in
additional shares of Common Stock, other securities of the Company
or securities of another entity (“Stock Dividends”),
shall be delivered to and held by the Company, or such Restricted
Shares or Stock Dividends shall be registered in book entry form,
subject to the Company’s instructions, until you shall have
earned the Restricted Shares in accordance with the provisions of
paragraph 2. To facilitate
implementation of the provisions of this agreement, you undertake
to sign and deposit with the Company’s Office of the
Secretary a Stock Transfer Power in the form of Attachment 1 hereto
with respect to the Restricted Shares and any Stock Dividends
thereon.
4.
Cash Dividends
Any
dividends that may be paid in cash on the Restricted Shares
(“Cash Dividends”) shall be reinvested in additional
shares of Common Stock, which shall also be Restricted Shares for
purposes of this agreement, so long as the Restricted Shares remain
subject to forfeiture.
5.
Voting Rights
Notwithstanding the retention by the Company of certificates (or
the right to give instructions with respect to shares held in book
entry form) for the Restricted Shares and any Stock Dividends, you
shall be entitled to vote the Restricted Shares and any Stock
Dividends held by the Company (or subject to its instructions) in
accordance with paragraph 3, unless and until such shares have been
forfeited in accordance wit
| 
