SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 2nd, 2014 • Meritor Inc • Motor vehicle parts & accessories • New York
THIS SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of February 13, 2014 by and among MERITOR, INC., an Indiana corporation (formerly known as ArvinMeritor, Inc.) (the “Company”), the Subsidiaries of the Company identified on the signature pages hereto (together with the Company, the “Initial Grantors”), and any additional Subsidiaries of the Company, whether now existing or hereafter formed which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially the form of Annex I (such additional Subsidiaries, together with the Initial Grantors, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), for the benefit of the Holders of Secured Obligations (as defined in the Credit Agreement referred to below).
RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Agreement • May 2nd, 2014 • Meritor Inc • Motor vehicle parts & accessories • Indiana
In accordance with Section 11 of the 2010 Long-Term Incentive Plan, as amended and restated (the “Plan”), of Meritor, Inc. (the “Company”), and your election pursuant thereto, the number of restricted share units specified above have been granted to you as of the date listed above (“Grant Date”) as restricted share units (“Restricted Share Units”). By accepting such award (the “Award”), you agree to the terms and conditions of this restricted share unit agreement (this “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") or its cash equivalent in the future. All capitalized terms used herein and not otherwise defined will have the meanings set forth in the Plan.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 2nd, 2014 • Meritor Inc • Motor vehicle parts & accessories • Indiana
In accordance with Section 11 of the 2010 Long-Term Incentive Plan, as amended and restated (the “Plan”), of Meritor, Inc. (the “Company”), and your election pursuant thereto, the number of shares of Common Stock of the Company specified above have been granted to you as of the date listed above (“Grant Date”) as restricted shares (“Restricted Shares”). By accepting such award (the “Award”), you agree to the terms and conditions of this restricted stock agreement (this “Agreement”). All capitalized terms used herein and not otherwise defined will have the meanings set forth in the Plan.
