DANA HOLDING CORPORATION PERFORMANCE SHARE AWARD AGREEMENT

EXHIBIT 10.17

XXXX HOLDING CORPORATION

PERFORMANCE SHARE AWARD AGREEMENT

1.           The Award and the Plan. As of the Award Date set forth above, Xxxx Holding Corporation (together with its successors, “Xxxx”) grants to you the right to earn the number of its Shares (the “Performance Shares”) set forth in the Award Notification preceding or accompanying this Performance Share Award Agreement (the “Agreement”), to be issued to you if you earn all of, any portion of, or more than, the Performance Shares by Xxxx meeting certain specified performance goals (“Xxxx Performance Goals”) approved by Xxxx. Certain terms used in this Agreement are defined in Section 23. Any undefined terms in this Agreement appearing as defined terms will have the same meaning as they do in the Xxxx Holding Corporation 2012 Omnibus Incentive Plan, as amended and/or restated from time to time (the “Plan”). Xxxx will provide a copy of the Plan to you upon request.

2.           Earning of Performance Shares.

(a)          Performance Measure: Your right to receive all of, any portion of, or more than, the Performance Shares will be contingent upon the achievement of the Xxxx Performance Goals and will be measured over the period set forth in the Award Notification (the “Performance Period”).

(b)          Below Threshold: If, upon the conclusion of the Performance Period, Dana’s performance for the Performance Period falls below the threshold level, as set forth in the Xxxx Performance Goals, no Performance Shares for the Performance Period will become earned.

(c)          Threshold: If, upon the conclusion of the Performance Period, Dana’s performance for the Performance Period equals the threshold level, as set forth in the Xxxx Performance Goals, a certain portion of the Performance Shares, as previously approved by the Board or a committee thereof, for the Performance Period will become earned.

(d)          Between Threshold and Target: If, upon the conclusion of the Performance Period, Dana’s performance exceeds the threshold level, but is less than the target level, as set forth in the Xxxx Performance Goals, the Performance Shares will become earned based on performance during the Performance Period, as previously approved by the Board or a committee thereof.

(e)          Target: If, upon the conclusion of the Performance Period, Dana’s performance for the Performance Period equals the target level, as set forth in the Xxxx Performance Goals, 100% of the Performance Shares for the Performance Period will become earned.

(f)          Between Target and Maximum: If, upon the conclusion of the Performance Period, Dana’s performance exceeds the target level, but is less than the maximum level, as set forth in the Xxxx Performance Goals, the Performance Shares will become earned based on performance during the Performance Period, as previously approved by the Board or a committee thereof.

(g)          Equals or Exceeds Maximum: If, upon the conclusion of the Performance Period, Dana’s performance for the Performance Period equals or exceeds the maximum level, as set forth in the Xxxx Performance Goals, a previously approved portion of the Performance Shares will become earned, subject to any cap set by the Board or a committee thereof.

(h)          Conditions; Determination of Earned Award: Except as otherwise provided in this Agreement, your right to receive any Performance Shares is contingent upon your remaining in the continuous employ of Xxxx or a Subsidiary through the end of the Performance Period. Following the Performance Period, the Board or a committee thereof will determine whether and to what extent the goals relating to Xxxx Performance Goals have been satisfied for the Performance Period and will determine the number of Performance Shares that will have become earned hereunder. Notwithstanding the foregoing, to the extent it would not cause imposition of a tax under Section 409A of the Code, Xxxx xxx accelerate the vesting of the Performance Shares at any time in part or in full.

(i)          Modification of Management Objectives: If Xxxx determines that a change in the business, operations, corporate structure or capital structure of Xxxx, the manner in which it conducts business or other events or circumstances render the measurement of the Xxxx Performance Goals to be unsuitable, Xxxx xxx modify the calculation of the Xxxx Performance Goals or the related minimum acceptable level of achievement, in whole or in part, as Xxxx xxxxx appropriate.

3.           Prorated Earning of Performance Shares.

(a)          Effect of Termination Due to Death, Disability, Normal Retirement or Termination without Cause: Notwithstanding Section 2(h), if, during the Performance Period, but before the payment of any Performance Shares as set forth in Section 5, your employment with Xxxx or any Subsidiary is terminated by reason of death or Disability, by Xxxx or the Subsidiary without Cause or by you upon Normal Retirement, then you will be entitled to receive such number of the Performance Shares as is determined pursuant to Section 2 at the conclusion of the Performance Period as if you had remained in the continuous employ of Xxxx or a Subsidiary through the end of the Performance Period, based on the Xxxx Performance Goals during the Performance Period, prorated, based on the number of whole months that you were employed by Xxxx or any Subsidiary during the Performance Period. Any Performance Shares awarded will become payable after the Performance Period has concluded.

(b)          Change in Control: Notwithstanding Section 2(h), if, during the Performance Period, but before the payment of any Performance Shares as set forth in Section 5, a Change in Control of Xxxx occurs while you are an employee of Xxxx or any Subsidiary, then you will be entitled to receive a prorated number (based on the number of whole months that you were employed by Xxxx or any Subsidiary beginning on the Award Date and ending on the date of the Change in Control) of the target number of Performance Shares provided for under Section 2(e).

4.           Forfeiture of Award. Except to the extent you have earned the right to receive Performance Shares pursuant to Sections 2 or 3 hereof, your right to receive Performance Shares will be forfeited automatically and without further notice on the date that you cease to be an employee of Xxxx or any Subsidiary prior to the last day of the Performance Period or, in the event that Section 3(b) applies, on the date on which the Change in Control occurs.

5.           Payment of Performance Shares.

(a)          Except as provided in Sections 5(b) and 5(c), Performance Shares earned as provided in Section 2 hereof will be paid to you in shares of Common Stock or cash, at the discretion of Xxxx, in the calendar year immediately following the close of the Performance Period to which the award relates, but in no event later than two and one-half (2 1/2) months after the close of the Performance Period.

(b)          The prorated portion of the Performance Shares earned pursuant to Section 3(a) hereof will be paid to you or your executor or administrator, as the case may be, in shares of Common Stock or cash, in the discretion of Xxxx, in the calendar year immediately following the last day of the Performance Period, but in no event later than two and one-half (2 1/2) months after the close of the Performance Period to which the award relates.

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(c)          The prorated portion of the Performance Shares earned pursuant to Section 3(b) will be paid to you in shares of Common Stock or cash, in the discretion of Xxxx, as soon as practicable following the Change in Control, but in no event later than two and one-half (2 1/2) months following the end of the year in which the Change in Control occurs.

6.           Transferability. Neither the Performance Shares granted hereby nor any interest therein or in the shares of Common Stock related thereto will be transferable or assignable other than by will or the laws of descent and distribution prior to payment.

7.           Right to Terminate Employment. Nothing contained in this Agreement will confer upon you any right with respect to continuance of employment by Xxxx or any Subsidiary, nor limit or affect in any manner the right of Xxxx or any Subsidiary to terminate the employment or adjust your compensation.

8.           Taxes and Withholding. To the extent that Xxxx is required to withhold any federal, state, local or foreign taxes in connection with the delivery of shares of Common Stock to you or any other person under this Agreement, and the amounts available to Xxxx for such withholding are insufficient, it will be a condition to the receipt of such delivery that you will pay such taxes or make arrangements that are satisfactory to Xxxx for payment thereof. You may elect to have the number of shares of Common Stock to be delivered to you reduced (based on the Market Value Per Share as of the date the Performance Shares become payable) to provide for the taxes required to be withheld, with any fractional shares that would otherwise be delivered being rounded up to the next nearest whole share. In no event, however, will the Market Value Per Share of the shares of Common Stock to be withheld pursuant to this Section to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld.

9.           Payment of Dividends. No dividends will be accrued or earned with respect to any Performance Shares until such Performance Shares are earned by and paid to you in the form of shares of Common Stock as provided in this Agreement.

10.          Adjustments. Xxxx will make any adjustments in the number of Performance Shares or other securities covered by this Agreement that Xxxx xxx determine to be equitably required to prevent any dilution or expansion of your rights under this Agreement that otherwise would result from any (a) stock dividend, stock split, reverse stock split, combination of shares, recapitalization or other change in the capital structure of Xxxx, (b) merger, consolidation, spin-off, split-off, spin-out, split-up, separation, reorganization, partial or complete liquidation involving Xxxx or other distribution of assets, issuance of rights or warrants to purchase securities of Xxxx, or (c) other transaction or event having an effect similar to any of those referred to in Sections 10(a) or 10(b). Furthermore, in the event that any transaction or event described or referred to in the immediately preceding sentence will occur, Xxxx xxx provide in substitution of any or all of your rights under this Agreement such alternative consideration as Xxxx xxx determine in good faith to be equitable under the circumstances.

11.          Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan be exempt from or comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to you. This Agreement and the Plan will be administered in a manner consistent with this intent.

12.          Compliance with Law. Notwithstanding any other provision of this Agreement, the Performance Shares covered by this Agreement will not be paid if the payment thereof would result in violation of any applicable federal or state securities law.

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13.          Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment will adversely affect your rights under this Agreement without your consent (provided, however, that your consent will not be required to an amendment that is deemed necessary by Xxxx to ensure exemption from or compliance with Section 409A of the Code).

14.          Information. Information about you and your participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. You understand that such processing of this information may need to be carried out by Xxxx and its Subsidiaries and by third party administrators whether such persons are located within your country or elsewhere, including the United States of America. You consent to the processing of information relating to you and your participation in the Plan in any one or more of the ways referred to above.

15.          Severability. If any provision of this Agreement or the application of any provision in this Agreement to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and the provisions so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.

16.          Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan will govern. The Board (or a committee of the Board) will, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of Performance Shares. By your acceptance of the award under this Agreement, you acknowledge receipt of a copy of the Prospectus for the Plan and your agreement to the terms and conditions of the Plan and this Agreement.

17.          Successors and Assigns. Without limiting Section 6, the provisions of this Agreement will inure to the benefit of, and be binding upon, your successors, administrators, heirs, legal representatives and assigns, and the successors and assigns of Xxxx.

18.          Governing Law. This Agreement will be governed by and construed in accordance with the internal substantive laws of the State of Delaware, without giving effect to any principles of conflict of laws thereof.

19.          Failure to Enforce Not a Waiver. The failure of Xxxx to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

20.          No Shareholder Rights Prior to Issuance of Shares. You will have no rights as a shareholder unless and until shares of Company Stock are issued pursuant to the terms of this Agreement.

21.          Relation to Other Benefits. Any economic or other benefit to you under this Agreement or the Plan will not be taken into account or considered as salary or compensation in determining any benefits to which you may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by Xxxx or any Subsidiary, except to the extent otherwise expressly provided under any such plan, and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of Xxxx or a Subsidiary, except to the extent otherwise expressly provided under any such plan.

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22.          Detrimental Activity.

(a)           If the Board or a committee thereof determines that you engaged in any Detrimental Activity, then, promptly upon receiving notice of the Board’s finding, you shall: (i) forfeit all rights under this Agreement to the extent it remains outstanding; (ii) return to Xxxx all shares of Common Stock acquired pursuant to this Agreement to the extent then still held by or for you; (iii) with respect to any shares of Common Stock acquired pursuant to this Agreement that are no longer held by or for you, pay to Xxxx the Market Value Per Share of such shares of Common Stock on the date acquired.

(b)           To the extent that such shares are not returned to or amounts are not paid to Xxxx, Xxxx xxx seek other remedies, including without limitation a set off of the amounts so payable to it against any amounts that may be owing from time to time by Xxxx or a Subsidiary to you for any reason, including without limitation wages, deferred compensation or vacation pay.

23.          Certain Defined Terms. For purposes of this Agreement:

“Cause” shall mean (i) the intentional engagement in any acts or omissions constituting dishonesty, breach of a fiduciary obligation, wrongdoing or misfeasance, in each case, in connection with your duties or otherwise during the course of your employment with Xxxx or any Subsidiary; (ii) the commission of a felony or the indictment for any felony, including, but not limited to, any felony involving fraud, embezzlement, moral turpitude or theft; (iii) the intentional and wrongful damaging of property, contractual interests or business relationships of Xxxx or any Subsidiary; (iv) the intentional and wrongful disclosure of secret processes or confidential information of Xxxx or any Subsidiary in violation of an agreement with or a policy of Xxxx or a Subsidiary; (v) the continued failure to substantially perform your duties for Xxxx or a Subsidiary; (vi) current alcohol or prescription drug abuse affecting work performance; (vii) current illegal use of drugs; or (viii) any intentional conduct contrary to announced policies or practices of Xxxx or any Subsidiary (including, but not limited to, those contained in Dana’s Code of Conduct).

“Detrimental Activity” shall mean: (i) engaging in any activity of competition or solicitation prohibited by any noncompete or nonsolicitation agreement between you and Xxxx or a Subsidiary; (ii) the disclosure to anyone outside Xxxx or a Subsidiary, or the use in other than Dana’s or a Subsidiary’s business, (A) without prior written authorization from Xxxx, of any confidential, proprietary or trade secret information or material relating to the business of Xxxx or its Subsidiaries and acquired by you during your employment or other service with Xxxx or any of its Subsidiaries, or (B) in violation of any covenant not to disclose set forth in any agreement between you and Xxxx or a Subsidiary; (iii) the (A) unreasonable failure or refusal to disclose promptly and to assign to Xxxx or a Subsidiary upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by you during your service with Xxxx or any of its Subsidiaries and relating in any manner to the actual or anticipated business, research or development work of Xxxx or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable Xxxx or any Subsidiary to secure a patent where appropriate in the United States or in other countries, or (B) violation of any development and inventions provision set forth in any agreement between you and Xxxx or a Subsidiary; (iv) activity during your employment by Xxxx or a Subsidiary that could form the basis of your termination for Cause; or (v) if you are or were an officer of Xxxx, activity that the Board determines entitles Xxxx to seek recovery from an officer under any policy promulgated by the Board as in effect on the date hereof.

“Disability” shall mean a termination of employment under circumstances that would make you eligible to receive benefits under Dana’s long-term disability plan, as it may be in effect from time to time, or any successor plan, program, agreement or arrangement.

“Normal Retirement” shall mean termination of employment (other than termination for Cause or due to death or Disability) at or after age 60 with at least 10 years of service with Xxxx or a Subsidiary or at or after age 65.

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