0000950152-08-001968 Sample Contracts

DANA HOLDING CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 14th, 2008 • Dana Holding Corp • Motor vehicle parts & accessories • Ohio

WHEREAS, the grant of an Option Right was authorized by a resolution of the Compensation Committee that was duly adopted on ____________ ___, 20___ (the “Date of Grant”), and the execution of an Option Right agreement substantially in the form hereof (this “Agreement”) to evidence such grant was authorized by a resolution of the Compensation Committee that was duly adopted on ____________ ___, 20___;

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DANA HOLDING CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 14th, 2008 • Dana Holding Corp • Motor vehicle parts & accessories • Ohio

WHEREAS, the grant of Restricted Stock was authorized by a resolution of the Compensation Committee that was duly adopted on _________ ___, 20___ (the “Date of Grant”), and the execution of a Restricted Stock agreement substantially in the form hereof (this “Agreement”) to evidence such grant was authorized by a resolution of the Compensation Committee that was duly adopted on _________ ___, 20___; and

DANA HOLDING CORPORATION 2008 OMNIBUS INCENTIVE PLAN OPTION RIGHT AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Option Right Agreement • March 14th, 2008 • Dana Holding Corp • Motor vehicle parts & accessories • Delaware

This Option Right Agreement (the “Option Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Dana Holding Corporation (the “Company”), and the optionee named below (the “Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Dana Holding Corporation 2008 Omnibus Incentive Plan (the “Plan”).

DANA HOLDING CORPORATION 2008 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Restricted Stock Unit Award Agreement • March 14th, 2008 • Dana Holding Corp • Motor vehicle parts & accessories • Delaware

This Restricted Stock Unit Award Agreement (this “Award Agreement”), dated as of the date of grant set forth below (the “Date of Grant”), is made by and between Dana Holding Corporation (the “Company”), and the Non-Employee Director of the Company named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Dana Holding Corporation 2008 Omnibus Incentive Plan, as amended from time to time (the “Plan”).

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