Exhibit 10-d
ARVINMERITOR, INC.
RESTRICTED STOCK AGREEMENT
In
accordance with Section 11 of the 2007 Long-Term Incentive Plan
(“Plan”) of ArvinMeritor, Inc. (the
“Company”), you were granted 150,000 shares of Common
Stock, $1 par value, of the Company on July 25, 2008 as restricted
shares (“Restricted Shares”). The Restricted Shares
have been granted to you upon the following terms and
conditions:
1. Restricted
Period
The
Restricted shares are subject to forfeiture in accordance with the
terms of the Plan and this agreement if you do not continue as an
employee of the Company for the period until July 25, 2011
(“Restricted Period”).
2. Earning of
Restricted Shares
(a) If your employment is terminated
due to your death or Disability (as defined in the Plan) after July
25, 2008 and prior to the end of the Restricted Period, you will be
deemed to have earned the entire portion of the Restricted
Shares.
(b) Upon your Retirement (as defined
in the Plan) on or after July 25, 2009 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.
(d) If your employment with the
Company does not end prior to July 25, 2011, you will earn the
Restricted Shares on that date.
(e) Notwithstanding the foregoing,
if a Change of Control (as defined in the Plan) occurs prior to the
end of the Restricted Period, you will earn the Restricted Shares
on that date.
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
