AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control Employment Agreement • February 13th, 2014 • Borgwarner Inc • Motor vehicle parts & accessories • Michigan
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 inevitable distraction of the Executive by virtue of the 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 currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives and in considerati
AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control Employment Agreement • February 13th, 2014 • Borgwarner Inc • Motor vehicle parts & accessories • Michigan
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 inevitable distraction of the Executive by virtue of the 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 currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations.
RECEIVABLES PURCHASE AGREEMENT Dated as of December 21, 2009Receivables Purchase Agreement • February 13th, 2014 • Borgwarner Inc • Motor vehicle parts & accessories • New York
Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.
Receivables Sale AgreementReceivables Sale Agreement • February 13th, 2014 • Borgwarner Inc • Motor vehicle parts & accessories • New York
Receivables Sale Agreement (this “Agreement”), dated as of December 21, 2009, by and among BorgWarner Emissions Systems Inc., a Delaware corporation (“BES”), BorgWarner Morse TEC Inc., a Delaware corporation (“TEC”), BorgWarner Powdered Metals Inc., a Delaware corporation (“BPM”), BorgWarner Thermal Systems Inc., a Delaware corporation (“Thermal”), BorgWarner TorqTransfer Systems Inc., a Delaware corporation (“Torq”), BorgWarner Transmission Systems Inc., a Delaware corporation (“BTS”), BorgWarner Turbo Systems Inc., a Delaware corporation (“Turbo” and collectively with BES, TEC, BPM, Thermal, Torq and BTS, the “Originators”) and BWA Receivables Corporation, a Delaware corporation (the “Buyer”).
AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • February 13th, 2014 • Borgwarner Inc • Motor vehicle parts & accessories • New York
Seller, BWI, Wells Fargo and the Administrative Agent are parties to that certain Receivables Purchase Agreement dated as of December 21, 2009 (the “Agreement;” capitalized terms used and not otherwise defined herein being used with the meanings attributed thereto in the Agreement). Seller has requested that Wells Fargo increase the Purchase Limit under the Agreement, and Wells Fargo and the Administrative Agent are willing to agree to such increase on the terms, and subject to the conditions hereinafter set forth.
BorgWarner Inc. Amended and Restated 2004 Stock Incentive Plan Performance Units Award AgreementUnits Award Agreement • February 13th, 2014 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
You have been selected to receive a Performance Units Award under the BorgWarner Inc. Amended and Restated 2004 Stock Incentive Plan (the “Plan”), as specified below:
