Exhibit 10-c-3
ARVINMERITOR, INC.
2004 DIRECTORS STOCK PLAN
RESTRICTED SHARE UNIT AGREEMENT
TO: [ ]
In accordance with Section 6 of the 2004 Directors Stock Plan (the "Plan")
of ArvinMeritor, Inc. (the "Company"), you have been awarded _____ restricted
share units ("Restricted Share Units") under the Plan (the "Award"). By
accepting such Award, you agree to the terms and conditions of this restricted
share unit agreement ("Agreement"). Each Restricted Share Unit represents a
right to receive one share of common stock, par value $1.00 per share, of the
Company (the "Common Stock") in the future.
The Restricted Share Units have been granted to you upon the following
terms and conditions:
1. Vesting of Restricted Share Units
The Restricted Share Units shall vest and be paid or settled after the
earliest of (i) [insert date six years after date of grant], (ii) ten days after
you retire from the Board after reaching age 72 and having served at least three
years as a director or (iii) the date you resign from the Board or cease to be a
director by reason of the antitrust laws, compliance with the Company's conflict
of interest policies, death, disability or other circumstances that the Board
determines not to be adverse to the best interests of the Company. If you cease
to be a director prior to [insert date six years after date of grant] for any
reason other than as described in clause (ii) or clause (iii) above, the
Restricted Share Units will terminate and all of your right, title and interest
thereunder will be forfeited.
2. Payment of Restricted Share Units; Issuance of Common Stock
Upon vesting of the Award, the Company will deliver to you (or in the
event of your death, to your estate or any person who acquires your interest in
the Restricted Share Units by bequest or inheritance) upon satisfaction of any
required tax withholding obligations one share of Common Stock in respect of
each Restricted Share Unit. No shares of Common Stock shall be issued to you at
the time the Award is made, and you will not have any rights as a shareowner
with respect to the Restricted Share Units until the shares of Common Stock have
been delivered to you.
3. Restricted Share Unit Account
The Company will maintain an account on your behalf to record any and all
Restricted Share Units awarded to you, until the Restricted Share Units are paid
or settled or otherwise forfeited.
4. Dividend Equivalents
From the date of grant until payment and settlement thereof in accordance
with the terms of this Agreement and the Plan, you will be entitled to receive
dividend equivalents in respect of each Restricted Share Unit in an amount equal
to the amount or value of any cash or other dividends or distributions payable
on an equivalent number of shares of Common Stock. The dividend equivalents
shall accrue and be paid in cash, together with interest thereon accruing
quarterly at an annual rate equal to 120% of the Federal long-term rate set each
month by the Secretary of the Treasury, at the time the Common Stock is issued
in respect of each Restricted Share Unit. No dividend equivalents shall be
payable in respect of any Restricted Share Units that are terminated pursuant to
the terms of this Agreement and the Plan.
5. Deferral Election
You may elect, by means of a written election delivered to the Company not
later than twelve months before the Award vests, to defer to a date specified in
the election the issuance and delivery of all or any portion of the shares of
Common Stock otherwise issuable upon vesting of the Restricted Share Units
together with any dividend equivalents relating thereto.
6. Transferability
The Award is not transferable by you otherwise than by will or by the laws
of descent and distribution.
7. Withholding
The Company shall have the right, in connection with the delivery of the
Common Stock and any dividend equivalents in respect of the Restricted Share
Units subject to this Agreement, to (i) deduct from any payment otherwise due by
the Company to you or any other person receiving delivery of the shares of
Common Stock and any dividend equivalents an amount equal to any taxes required
to be withheld by law with respect to such delivery, (ii) 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) sell such number
of the shares of Common Stock 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.
8. Applicable Law
This Agreement and the Company's obligation to deliver shares of Common
Stock upon payment or settlement of Restricted Share Units and any dividend
equivalents hereunder shall be governed by and construed and enforced in
accordance with the laws of Delaware and the federal laws of the United States.
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9. Conflicts
The Award is subject to the terms of the Plan. In the event of any
conflict between this Agreement and the Plan, the terms of the Plan shall
govern.
Dated:
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