DANA HOLDING CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
1. The
Award and the Plan . As of the Date of Grant set forth in the
Award Notification preceding or accompanying this Nonqualified
Stock Option Agreement (the “Agreement”), Dana Holding
Corporation (“Dana”) grants to you an Option Right (the
“Option”) to purchase the number of its shares of
Common Stock at the price per share which represents at least the
Market Value Per Share on the Date of Grant (the “Option
Price”) all as set forth in such Award Notification. The
Option Right is intended as a nonqualified stock option and will
not be treated as an “incentive stock option” within
the meaning of that term under Section 422 of the Internal
Revenue Code of 1986, as amended. Any undefined terms in this
Agreement appearing as defined terms will have the same meaning as
they do in the Dana Holding Corporation 2008 Omnibus Incentive
Plan, as amended and/or restated from time to time (the
“Plan”). Dana will provide a copy of the Plan to you
upon request.
(a) Subject to
Sections 2(b) and (c), 4 and 6 below, the Option will become
exercisable as set forth in the award communication previously
provided to you if you remain continuously employed by either Dana
or any Subsidiary until such time. To the extent the Option is
exercisable, it may be exercised in whole or in part.
(b)
Notwithstanding Section 2(a) above, the Option will become
immediately exercisable in full, if at any time prior to the
termination of the Option, a Change in Control will
occur.
(c)
Notwithstanding Section 2(a) above, if you should die or become
Disabled while in the employ of Dana or any Subsidiary, this Option
will immediately become exercisable in full and will remain
exercisable until terminated in accordance with Section 4
below.
3.
Payment . The Option Price will be payable (a) in cash
or by check or by wire transfer of immediately available funds, as
acceptable to Dana, (b) by actual or constructive transfer to
Dana of nonforfeitable, unrestricted shares of Common Stock that
have been owned by you for more than six (6) months prior to
the date of exercise, or (c) by a combination of such methods
of payment. The requirement of payment in cash will be deemed
satisfied if you have made arrangements satisfactory to Dana with a
bank or a broker who is a member of the National Association of
Securities Dealers, Inc. to sell on the exercise date a sufficient
number of the shares being purchased so that the net proceeds of
the sale transaction will at least equal the Option Price plus
payment of any applicable withholding taxes and pursuant to which
the bank or broker undertakes to deliver the full Option Price plus
payment of any applicable withholding taxes to Dana on a date
satisfactory to Dana, but not later than the date on which the sale
transaction will settle in the ordinary course of
business.
4.
Termination . This Option will terminate on the earliest of
the following dates:
(a) The date on
which you cease to be an employee of Dana or any Subsidiary, if
your employment with Dana or a Subsidiary is terminated for
Cause;
(b) Six
(6) months after you cease to be an employee of Dana or a
Subsidiary, unless you cease to be an employee by reason of death,
Disability, Normal Retirement or termination for Cause;
(c) One
(1) year after your death if you die while an employee of Dana
or a Subsidiary (in which case the Option becomes immediately
exercisable in full pursuant to Section 2(c) herein);
(d) Three
(3) years after your permanent and total disability if you
become Disabled (as described in Section 2(c) above) while an
employee of Dana or a Subsidiary; and
(e) Ten
(10) years from the Date of Grant.
5. Option
Nontransferable . This Option is not transferable by you
otherwise than by will or the laws of descent and
distribution.
6.
Compliance with Law . Dana will make reasonable efforts to
comply with all applicable federal and state securities laws;
provided , however , that notwithstanding any other
provision of this Agreement, this Option will not be exercisable if
such exercise would result in a violation of any such
law.
7.
Adjustments . Dana will make any adjustments in the Option
Price and in the number or kind of shares of Common Stock or other
securities covered by the Option that Dana may
