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EXHIBIT 00-x-0
XXXXXXX AUTOMOTIVE, INC.
RESTRICTED STOCK AGREEMENT
TO: [Name]
In accordance with Section 7 of the 1997 Long-Term Incentives Plan
("1997 LTIP") of Meritor Automotive, Inc. (the "Company"), __ shares of Common
Stock of the Company have been granted to you today [(subject to the approval of
the 1997 LTIP by the shareowners of the Company at the 1998 Annual Meeting)] as
restricted shares ("Restricted Shares"), valued at the closing price on the New
York Stock Exchange-Composite Transactions ("Closing Price") on [insert date of
grant]. 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 1997 LTIP and this agreement if you do not continue as an employee
of the Company for the period until [insert expiration date] (the "Restricted
Period").
2. Earning of Restricted Shares
(a) If you die prior to the end of the Restricted Period or retire
under a retirement plan of the Corporation (as defined in the 1997 LTIP) after
[insert date one year after date of grant] and prior to the end of the
Restricted Period, you shall be deemed to have fully earned all the Restricted
Shares subject to this agreement.
(b) 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 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 1997 LTIP 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
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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 delivered to and held by the Company, 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 with paragraph 7.
6. Delivery of Earned Restricted Shares
As promptly as practicable after you shall have been deemed to have
earned the Restricted Shares in accordance with paragraph 2, the Company shall
deliver to you (or in the event of your death, to your estate or any person who
acquires your interest in the Restricted Shares by bequest or inheritance) the
Restricted Shares, together with (a) any Stock Dividends then held by the
Company (or subject to its instructions), and (b) any Cash Dividends then held
by the Company, together with interest on the amount of Cash Dividends so
delivered, computed at the rate specified in the 1997 LTIP.
7. Forfeiture of Unearned Restricted Shares
Notwithstanding any other provision of this agreement, if at any time
it shall become impossible for you to earn any of the Restricted Shares in
accordance with this agreement, all the Restricted Shares, together with any
Stock Dividends then being held by the Company (or subject to its instructions)
in accordance with paragraph 3 and any Cash Dividends held by the Company in
accordance with paragraph 4, shall be forfeited, and you shall have no further
rights of any kind or nature with respect thereto. Upon any such forfeiture, the
Restricted Shares, together with any Stock Dividends and any Cash Dividends,
shall be transferred to the Company.
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8. Transferability
This grant is not transferable by you otherwise than by will or by the
laws of descent and distribution, and the Restricted Shares, and any Stock
Dividends and Cash Dividends shall be deliverable, during your lifetime, only to
you.
9. Withholding
The Company shall have the right, in connection with the delivery of
the Restricted Shares and any Stock Dividends and Cash Dividends subject to this
agreement, (i) to deduct from the Cash Dividends or from any payment otherwise
due by the Company to you or any other person receiving delivery of the
Restricted Shares and any Stock Dividends and Cash Dividends an amount equal to
any taxes required to be withheld by law with respect to such delivery, (ii) to
require you or any other person receiving such delivery to pay to it an amount
sufficient to provide for any such taxes so required to be withheld or (iii) to
sell such number of the Restricted Shares and any Stock Dividends as may be
necessary so that the net proceeds of such sale shall be an amount sufficient to
provide for any such taxes so required to be withheld.
10. Applicable Law
This agreement and the Company's obligation to deliver Restricted
Shares and any Stock Dividends and Cash Dividends hereunder shall be governed by
and construed and enforced in accordance with the laws of Delaware and the
Federal law of the United States.
MERITOR AUTOMOTIVE, INC.
By:______________________________
Attachment 1 - Stock Transfer Power
Dated: [insert date of grant]
Agreed to this ____ day of ___________, ____
___________________________________
[Name]
Social Security Number:
Address:
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Attachment 1
STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, ______________, hereby sell, assign and transfer
unto Meritor Automotive, Inc. (the "Company") (i) the ___ shares of the Common
Stock of the Company standing in my name on the books of the Company evidenced
by certificates or by book entry, granted to me on [insert date of grant] as
Restricted Shares pursuant to the Company's 1997 Long-Term Incentives Plan (the
"Shares"); and (ii) any additional shares of the Company's Common Stock, other
securities issued by the Company or securities of another entity ("Stock
Dividends") distributed, paid or payable on or in respect of the Shares and
Stock Dividends during the period the Shares are held by the Company pursuant to
a certain Restricted Stock Agreement dated [insert date of grant] with respect
to the Shares; and I do hereby irrevocably constitute and appoint
_________________________________________ attorney with full power of
substitution in the premises to transfer the Shares on the books of the Company.
Dated:
___________________________
(Signature)
WITNESS:
_____________________
