This Separation
Agreement and General Release is entered into effective as of the
6th day of August, 2009, by and between Nick Stanage, a U.S.
citizen with resident in the State of Michigan
(“Employee”) and Dana Holding Corporation, a Delaware
Corporation together with its affiliates and subsidiaries
(collectively referenced herein as “Dana” or the
“Company”).
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A.
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Employee has been employed by Dana
(or its predecessor) in the United States since August 29,
2005. Employee’s last day as an active employee will be
October 31, 2009. He has most recently been serving as
President, Heavy Vehicle Products.
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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 any
agreements or understandings between the Executive 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 ended as of July 31,
2009. Between the effective date of this Agreement and
October 31, 2009, the Employee’s last day on the
payroll, Employee will work on such ongoing and transition matters
as Dana may reasonably assign.
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2.
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Employment Records
. Dana’s records
will indicate that Employee’s employment was terminated by
mutual consent for reasons related to the
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severe economic conditions impacting
the performance of businesses in Dana’s markets that have
been managed by Employee as of July, 2009. The Employee will
receive his final pay as an active employee together with his
October, 2009 perquisite allowance and accrued unused vacation
(anticipated not to exceed 2 weeks) no later than
October 31, 2009.
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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 General 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 $25,000. The
Employee may choose the firm to provide this service so long as the
firm is reasonably acceptable to Dana. Dana shall provide Employee
with a $25,000 lump sum cash payment within 30 days after the
date of the Employee’s termination to assist Employee with
outplacement assistance.
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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 Employee’s last day on the payroll as
set forth in Paragraph 1 above so long has this Agreement has
been signed and the period for revocation set forth in
Paragraph 13 has expired by such time 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 of 1986, as amended,
as referenced in Paragraph 12 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 2008
calendar year, or (B) $490,000 (i.e. two times the annual limit on
compensation as may be in effect under Section 401(a)(17) of
the Internal Revenue Code for 2009), 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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d.
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The
Employee will also receive a payment of $75,000 in full
satisfaction of any claims that the Employee may have or otherwise
may assert for benefits or payments beyond those reflected on
Exhibit A related to any Dana plan, policy, practice or
program whatsoever (including but not limited to those reflected on
Exhibit A). The Employee will be paid this amount within
30 days after the date of the Employee’s termination
except as may be required to comply with the requirements of
Section 409A of the Code but in no event later than May 1,
2010. As such, Dana and the Employee recognize and agree that the
Employee will not be entitled to any benefits or payments pursuant
to any incentive program or benefit plan, policy or practice of
Dana beyond those benefits or payments referenced on
Exhibit A.
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4.
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Health Insurance & Other
Benefits. Dana will provide group health
insurance and for Employee until October 31, 2009 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 and on then current rates) from November 1, 2009
through April 30, 2011.
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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
October 31, 2009. The specific treatment of Long-Term
Incentive Plan grants are referenced on Exhibit A. The
Employee’s PERQ allowance will continue through the end of
the Employee’s last month on the active payroll, October,
2009.
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6.
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SERP . As further consideration, 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 August 29, 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 12 above. The SERP payment will be made as of
May 1, 2010 in compliance with the requirements of Section
409A.
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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
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(collectively,
“Releasors”) hereby forever releases and discharges
Dana and any of its affiliates, parent or subsidiary entities,
owners, partners, officers, directors, agents, employees,
representatives, employee benefit plans, plan administrators or
plan sponsors, attorneys and executors (collectively,
“Released Parties”), from any and all claims, demands,
suits, liabilities, charges or grievances of any nature whatsoever,
whether known or unknown, arising prior to the execution of this
Agreement by all parties hereto or relating in any way to
Employee’s employment, employment agreements (including but
not limited to the Executive Employment Agreement) or contracts
with Dana or the termination of such employment or the negotiation
and execution of this Agreement, whether the same be sounding in
tort, contract or for the violation of any federal, state or local
statute, code, common law or ordinance, including, but not
li
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