0000908255-12-000036 Sample Contracts

BorgWarner Inc. Amended and Restated 2004 Stock Incentive Plan Amended Performance Share Award Agreement
Award Agreement • April 26th, 2012 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware

THIS AMENDED AGREEMENT, effective [ ] (the "Effective Date"), represents the grant of Performance Shares by BorgWarner Inc., a Delaware corporation (the “Company”), to the Participant named above, pursuant to the provisions of the Plan. This amended agreement replaces and supersedes all prior Performance Share Award Agreements for the Performance Period specified in Section 1. 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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