Phinia Inc. Sample Contracts

PHINIA INC., as Issuer and the Guarantors from time to time parties hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
Indenture • September 18th, 2024 • Phinia Inc. • Motor vehicle parts & accessories • New York

INDENTURE, dated as of September 17, 2024 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among PHINIA Inc., a Delaware corporation, as issuer, the Guarantors (as defined herein) from time to time party hereto, and U.S. Bank Trust Company, National Association, as Trustee (as defined herein).

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CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 28th, 2024 • Phinia Inc. • Motor vehicle parts & accessories

WHEREAS, the Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the distraction from the Executive’s personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company, and to provide the Executive with satisfactory and competitive compensation and benefits arrangements upon a Change of Control.

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PHINIA INC., as Issuer and the Guarantors from time to time parties hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and as Collateral Agent
Indenture • April 4th, 2024 • Phinia Inc. • Motor vehicle parts & accessories • New York

INDENTURE, dated as of April 4, 2024 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among PHINIA Inc., a Delaware corporation, as issuer, the Guarantors (as defined herein) from time to time party hereto, and U.S. Bank Trust Company, National Association, as Trustee and as Collateral Agent (each as defined herein).

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SEPARATION AND DISTRIBUTION AGREEMENT by and between BORGWARNER INC. and PHINIA INC. Dated as of July 2, 2023
Separation and Distribution Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of July 2, 2023, by and between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in Article I.

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TAX MATTERS AGREEMENT by and between BORGWARNER INC. and PHINIA INC. Dated as of July 2, 2023
Tax Matters Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware

This TAX MATTERS AGREEMENT (including the schedules hereto, this “Agreement”), is entered into as of July 2, 2023 between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo” and, together with Parent, the “Parties”).

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ECU SUPPLY AGREEMENT dated as of July 2, 2023 by and between BorgWarner Singapore Holdings Pte. Ltd. and BorgWarner India Private Limited
Supply Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware
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CONTRACT MANUFACTURING AGREEMENT dated as of July 2, 2023 by and between BorgWarner (Shanghai) Automobile Fuel Systems Co., Ltd. and BorgWarner Poland sp. z o.o
Contract Manufacturing Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories
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PHINIA INC. Restricted Stock Agreement – Employees
Restricted Stock Agreement • November 6th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware

PHINIA Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Restricted Stock Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of this Restricted Stock Agreement (this “Agreement”) and the Plan. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

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PHINIA INC. Conversion Award Stock Unit Award Agreement – Non-U.S. Employees
Stock Unit Award Agreement • November 6th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware

PHINIA Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Stock Units Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of this Stock Units Agreement (this “Agreement”) and the Plan. The Award represents a Conversion Award granted in connection with the equitable replacement and adjustment of equity-based awards granted by BorgWarner Inc. (“BorgWarner”) that were outstanding immediately prior to the separation of the Company from BorgWarner. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

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PHINIA INC. Restricted Stock Agreement - Non-Employee Directors
Restricted Stock Agreement • August 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware

This Restricted Stock Agreement (the “Agreement”) dated as of , by and between PHINIA Inc., a Delaware corporation (the “Company”), and (the “Director”) is entered into as follows:

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EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories

THIS EMPLOYEE MATTERS AGREEMENT (“Employee Matters Agreement”) is executed effective as of July 2, 2023, by and between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo”) (collectively, the “Parties”).

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TRANSITION SERVICES AGREEMENT dated as of July 2, 2023 by and between BorgWarner Inc. and PHINIA Inc. TRANSITION SERVICES AGREEMENT
Transition Services Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware

This Transition Services Agreement (the “Agreement”) is made as of July 2, 2023 (the “Effective Date”) by and between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo”) (each a “Party” to this Agreement, and together the “Parties”).

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PHINIA INC. Conversion Award Stock Unit Award Agreement – U.S. Employees
Stock Unit Award Agreement • November 6th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware

PHINIA Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Stock Units Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of this Stock Units Agreement (this “Agreement”) and the Plan. The Award represents a Conversion Award granted in connection with the equitable replacement and adjustment of equity-based awards granted by BorgWarner Inc. (“BorgWarner”) that were outstanding immediately prior to the separation of the Company from BorgWarner. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

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ELECTRONICS COLLABORATION AGREEMENT dated as of July 2, 2023 by and between BorgWarner PDS (USA) Inc. and PHINIA Technologies Inc.
Electronics Collaboration Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware
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INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT by and among BORGWARNER INC. and DELPHI TECHNOLOGIES IP LIMITED and PHINIA TECHNOLOGIES, INC. and BORGWARNER LUXEMBOURG OPERATIONS S.A.R.L. Dated as of June 30, 2023
Cross-License Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories

This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “IP License Agreement”) dated as of June 30, 2023 (“Effective Date”), is by and among BORGWARNER INC., a Delaware corporation (“Parent”), and DELPHI TECHNOLOGIES IP LIMITED, a Barbados limited company, on the one hand, and PHINIA TECHNOLOGIES, INC., a Delaware corporation, and BORGWARNER LUXEMBOURG OPERATIONS S.À.R.L., a Luxembourg société à responsabilité limitée, on the other hand (collectively, the “Parties,” or each, individually, a “Party”).

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • April 4th, 2024 • Phinia Inc. • Motor vehicle parts & accessories • New York

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is dated as of April 4, 2024, and entered into by and among PHINIA Inc., a Delaware corporation (the “Borrower”), the Guarantors listed on the signature pages hereof, BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), at the direction of and on behalf of the Lenders described in Section 2.A. hereof, and is made with reference to that certain Credit Agreement, dated as of July 3, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified through the date hereof prior to the effectiveness of this Amendment on the Amendment No. 1 Effective Date (as defined below), the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), by and among the Borrower, the Guarantors, the Lenders from time to time party thereto and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings

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PHINIA INC. Stock Unit Award Agreement – Non-U.S. Employees
Stock Unit Award Agreement • April 25th, 2024 • Phinia Inc. • Motor vehicle parts & accessories • Delaware

PHINIA Inc., a Delaware corporation (the “Company”), hereby awards to the employee indicated below (the “Employee”) a Stock Unit Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of this Stock Unit Award Agreement (this “Agreement”) and the Plan. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • September 18th, 2024 • Phinia Inc. • Motor vehicle parts & accessories • New York

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is dated as of September 17, 2024, and entered into by and among PHINIA Inc., a Delaware corporation (the “Borrower”), the Guarantors listed on the signature pages hereof, the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), and is made with reference to that certain Credit Agreement, dated as of July 3, 2023 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of April 4, 2024, and as it may be further amended, restated, amended and restated, supplemented or otherwise modified through the date hereof prior to the effectiveness of this Amendment on the Amendment No. 2 Effective Date (as defined below), the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), by and among the Borrower, the Guarantors, the Lender Parties from time to time party thereto and the Administrative Agent. Capita

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AMENDMENT TO CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 28th, 2024 • Phinia Inc. • Motor vehicle parts & accessories

WHEREAS, PHINIA Inc., a Delaware corporation (the “Company”), and _____________ (the “Executive”) previously entered into a Change of Control Employment Agreement (“Agreement”) dated as of the [___] of [_______] 2023.

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PHINIA INC. Restricted Stock Agreement—Employees
Restricted Stock Agreement • February 21st, 2024 • Phinia Inc. • Motor vehicle parts & accessories • Delaware

PHINIA Inc., a Delaware corporation (the “Company), hereby awards to the employee indicated below (the “Employee”) a Restricted Stock Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of this Restricted Stock Award Agreement (this “Agreement”) and the Plan. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

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Form of Deferred Cash Award Agreement – China
Deferred Cash Award Agreement • October 31st, 2024 • Phinia Inc. • Motor vehicle parts & accessories

This Deferred Cash Award Agreement (this “Agreement”) dated as of ___________________ (the “Grant Date”), by and between PHINIA Delphi Automotive Systems (Shanghai) Co. Ltd. - (China) (the “Company”), a company established under the laws of the People’s Republic of China (the “P.R.C.”), and ___________ (the “Employee”), is entered into as follows:

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PHINIA INC. Conversion Award Restricted Stock Agreement – Employees
Restricted Stock Agreement • November 6th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware

PHINIA Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Restricted Stock Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of this Restricted Stock Agreement (this “Agreement”) and the Plan. The Award represents a Conversion Award granted in connection with the equitable replacement and adjustment of equity-based awards granted by BorgWarner Inc. (“BorgWarner”) that were outstanding immediately prior to the separation of the Company from BorgWarner. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

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PHINIA INC. Performance Stock Unit Award Agreement – U.S. Employees
Performance Stock Unit Award Agreement • February 21st, 2024 • Phinia Inc. • Motor vehicle parts & accessories • Delaware

PHINIA Inc., a Delaware corporation (the “Company), hereby awards to the employee indicated below (the “Employee”) a Performance Stock Unit Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of this Performance Stock Unit Award Agreement (this “Agreement”) and the Plan. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

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CREDIT AGREEMENT dated as of July 3, 2023 among PHINIA INC. as Borrower The Other Loan Parties Party Hereto The Lenders Party Hereto BANK OF AMERICA, N.A. as Administrative Agent, a Swingline Lender and an L/C Issuer JPMORGAN CHASE BANK, N.A. as...
Credit Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • New York
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PHINIA INC. Performance Stock Unit Award Agreement – Non-U.S. Employees
Performance Stock Unit Award Agreement • April 25th, 2024 • Phinia Inc. • Motor vehicle parts & accessories • Delaware

PHINIA Inc., a Delaware corporation (the “Company”), hereby awards to the employee indicated below (the “Employee”) a Performance Stock Unit Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of this Performance Stock Unit Award Agreement (this “Agreement”) and the Plan. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

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