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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 Dana Inc. 10-K 12/31/23 150:22M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.17M
5: EX-10.10 Material Contract HTML 61K
6: EX-10.11 Material Contract HTML 64K
7: EX-10.12 Material Contract HTML 121K
8: EX-10.13 Material Contract HTML 221K
2: EX-10.3 Material Contract HTML 55K
3: EX-10.8 Material Contract HTML 95K
4: EX-10.9 Material Contract HTML 48K
9: EX-21 Subsidiaries List HTML 51K
10: EX-23 Consent of Expert or Counsel HTML 42K
11: EX-24 Power of Attorney HTML 44K
15: EX-97 Clawback Policy re: Recovery of Erroneously HTML 55K
Awarded Compensation
12: EX-31.1 Certification -- §302 - SOA'02 HTML 47K
13: EX-31.2 Certification -- §302 - SOA'02 HTML 47K
14: EX-32 Certification -- §906 - SOA'02 HTML 44K
21: R1 Document And Entity Information HTML 112K
22: R2 Consolidated Statement of Operations HTML 135K
23: R3 Consolidated Statement of Comprehensive Income HTML 79K
24: R4 Consolidated Balance Sheet HTML 187K
25: R5 Consolidated Balance Sheet (Parentheticals) HTML 63K
26: R6 Consolidated Statement of Cash Flows HTML 164K
27: R7 Consolidated Statement of Stockholders' Equity HTML 103K
28: R8 Consolidated Statement of Stockholders' Equity HTML 43K
(Parentheticals)
29: R9 Insider Trading Arrangements HTML 51K
30: R10 Note 1 - Organization and Summary of Significant HTML 89K
Accounting Policies
31: R11 Note 2 - Acquisitions HTML 46K
32: R12 Note 3 - Goodwill and Other Intangible Assets HTML 131K
33: R13 Note 4 - Restructuring of Operations HTML 73K
34: R14 Note 5 - Inventories HTML 50K
35: R15 Note 6 - Supplemental Balance Sheet and Cash Flow HTML 136K
Information
36: R16 Note 7 - Leases HTML 94K
37: R17 Note 8 - Stockholders' Equity HTML 113K
38: R18 Note 9 - Redeemable Noncontrolling Interests HTML 59K
39: R19 Note 10 - Earnings Per Share HTML 57K
40: R20 Note 11 - Stock Compensation HTML 91K
41: R21 Note 12 - Pension and Postretirement Benefit Plans HTML 561K
42: R22 Note 13 - Financing Agreements HTML 135K
43: R23 Note 14 - Fair Value Measurements and Derivatives HTML 178K
44: R24 Note 15 - Commitments and Contingencies HTML 48K
45: R25 Note 16 - Warranty Obligations HTML 60K
46: R26 Note 17 - Income Taxes HTML 190K
47: R27 Note 18 - Other Income (Expense), Net HTML 69K
48: R28 Note 19 - Revenue From Contracts With Customers HTML 98K
49: R29 Note 20 - Segments, Geographical Area and Major HTML 246K
Customer Information
50: R30 Note 21 - Equity Affiliates HTML 58K
51: R31 Schedule II - Valuation and Qualifying Accounts HTML 68K
and Reserve
52: R32 Significant Accounting Policies (Policies) HTML 152K
53: R33 Note 3 - Goodwill and Other Intangible Assets HTML 132K
(Tables)
54: R34 Note 4 - Restructuring of Operations (Tables) HTML 70K
55: R35 Note 5 - Inventories (Tables) HTML 50K
56: R36 Note 6 - Supplemental Balance Sheet and Cash Flow HTML 138K
Information (Tables)
57: R37 Note 7 - Leases (Tables) HTML 98K
58: R38 Note 8 - Stockholders' Equity (Tables) HTML 103K
59: R39 Note 9 - Redeemable Noncontrolling Interests HTML 56K
(Tables)
60: R40 Note 10 - Earnings Per Share (Tables) HTML 55K
61: R41 Note 11 - Stock Compensation (Tables) HTML 85K
62: R42 Note 12 - Pension and Postretirement Benefit Plans HTML 550K
(Tables)
63: R43 Note 13 - Financing Agreements (Tables) HTML 120K
64: R44 Note 14 - Fair Value Measurements and Derivatives HTML 180K
(Tables)
65: R45 Note 16 - Warranty Obligations (Tables) HTML 58K
66: R46 Note 17 - Income Taxes (Tables) HTML 188K
67: R47 Note 18 - Other Income (Expense), Net (Tables) HTML 63K
68: R48 Note 19 - Revenue From Contracts With Customers HTML 90K
(Tables)
69: R49 Note 20 - Segments, Geographical Area and Major HTML 246K
Customer Information (Tables)
70: R50 Note 21 - Equity Affiliates (Tables) HTML 54K
71: R51 Schedule II - Valuation and Qualifying Accounts HTML 66K
and Reserve (Tables)
72: R52 Note 1 - Organization and Summary of Significant HTML 103K
Accounting Policies (Details Textual)
73: R53 Note 2 - Acquisitions (Details Textual) HTML 54K
74: R54 Note 3 - Goodwill and Other Intangible Assets HTML 61K
(Details Textual)
75: R55 Note 3 - Goodwill and Other Intangible Assets - HTML 61K
Changes in the Carrying Amount of Goodwill by
Segment (Details)
76: R56 Note 3 - Goodwill and Other Intangible Assets - HTML 67K
Components of Other Intangible Assets (Details)
77: R57 Note 3 - Goodwill and Other Intangible Assets - HTML 47K
Amortization Expense Related to Amortizable
Intangible Assets (Details)
78: R58 Note 3 - Goodwill and Other Intangible Assets - HTML 52K
Estimated Aggregate Pre-tax Amortization Expense
(Details)
79: R59 Note 4 - Restructuring of Operations (Details HTML 42K
Textual)
80: R60 Note 4 - Restructuring of Operations - Accrued HTML 59K
Restructuring Costs and Activity (Details)
81: R61 Note 5 - Inventories - Inventory Components HTML 47K
(Details)
82: R62 Note 6 - Supplemental Balance Sheet and Cash Flow HTML 142K
Information - Supplemental Balance Sheet
Information (Details)
83: R63 Note 6 - Supplemental Balance Sheet and Cash Flow HTML 52K
Information - Cash, Cash Equivalents and
Restricted Cash (Details)
84: R64 Note 6 - Supplemental Balance Sheet and Cash Flow HTML 69K
Information - Supplemental Cash Flow Information
(Details)
85: R65 Note 7 - Leases (Details Textual) HTML 56K
86: R66 Note 7 - Leases - Summary of Location and Amounts HTML 51K
Related to Finance Leases (Details)
87: R67 Note 7 - Leases - Components of Lease Expense HTML 50K
(Details)
88: R68 Note 7 - Leases - Supplemental Cash Flow HTML 56K
Information Related to Leases (Details)
89: R69 Note 7 - Leases - Supplemental Balance Sheet HTML 53K
Information Related to Leases (Details)
90: R70 Note 7 - Leases - Maturities (Details) HTML 79K
91: R71 Note 8 - Stockholders' Equity (Details Textual) HTML 73K
92: R72 Note 8 - Stockholders' Equity - Changes in Each HTML 98K
Component of Accumulated Other Comprehensive
Income (AOCI) of the Parent (Details)
93: R73 Note 9 - Redeemable Noncontrolling Interests HTML 44K
(Details Textual)
94: R74 Note 9 - Redeemable Noncontrolling Interests - HTML 52K
Reconciliation of Changes in Redeemable
Noncontrolling Interests (Details)
95: R75 Note 10 - Earnings Per Share (Details Textual) HTML 45K
96: R76 Note 10 - Earnings Per Share - Reconciliation of HTML 55K
the Numerators and Denominators of the Earnings
Per Share Calculations (Details)
97: R77 Note 11 - Stock Compensation (Details Textual) HTML 72K
98: R78 Note 11 - Stock Compensation - Award Activity HTML 82K
(Details)
99: R79 Note 11 - Stock Compensation - Total Stock HTML 57K
Compensation Expense and Other Annual Disclosures
(Details)
100: R80 Note 11 - Stock Compensation - Estimate Valuation HTML 51K
Assumptions (Details)
101: R81 Note 12 - Pension and Postretirement Benefit Plans HTML 71K
(Details Textual)
102: R82 Note 12 - Pension and Postretirement Benefit Plans HTML 86K
- Components of Net Periodic Benefit Cost (Credit)
and Other Amounts Recognized in OCI (Details)
103: R83 Note 12 - Pension and Postretirement Benefit Plans HTML 97K
- Reconciliations of Changes in Benefit
Obligations, Plan Assets and Funded Status
(Details)
104: R84 Note 12 - Pension and Postretirement Benefit Plans HTML 83K
- Amounts Recognized in the Balance Sheet and
Amounts Recognized in AOCI (Details)
105: R85 Note 12 - Pension and Postretirement Benefit Plans HTML 66K
- Aggregate Funding Levels of Defined Benefit
Pension Plans (Details)
106: R86 Note 12 - Pension and Postretirement Benefit Plans HTML 114K
- Fair Value of Pension Plan Assets (Details)
107: R87 Note 12 - Pension and Postretirement Benefit Plans HTML 69K
- Reconciliation of Level 3 Pension Plan Assets
(Details)
108: R88 Note 12 - Pension and Postretirement Benefit Plans HTML 71K
- Significant Weighted Average Assumptions Used in
Measurement of Pension and Postretirement Benefit
Obligations (Details)
109: R89 Note 12 - Pension and Postretirement Benefit Plans HTML 65K
- Estimated Future Benefit Payments (Details)
110: R90 Note 12 - Pension and Postretirement Benefit Plans HTML 43K
- Multiemployer Pension Plans (Details)
111: R91 Note 13 - Financing Agreements (Details Textual) HTML 174K
112: R92 Note 13 - Financing Agreements - Long-term Debt HTML 75K
(Details)
113: R93 Note 13 - Financing Agreements - Scheduled HTML 55K
Principal Payments on Long-term Debt, Excluding
Finance Leases (Details)
114: R94 Note 13 - Financing Agreements - Debt Instrument HTML 86K
Redemption (Details)
115: R95 Note 13 - Financing Agreements - Revolving HTML 53K
Facility Margins (Details)
116: R96 Note 13 - Financing Agreements - Revolving HTML 48K
Facility Commitment Fees (Details)
117: R97 Note 14 - Fair Value Measurements and Derivatives HTML 64K
(Details Textual)
118: R98 Note 14 - Fair Value Measurements and Derivatives HTML 54K
- Fair Value Measurements on a Recurring Basis
(Details)
119: R99 Note 14 - Fair Value Measurements and Derivatives HTML 47K
- Fair Value of Financial Instruments (Details)
120: R100 Note 14 - Fair Value Measurements and Derivatives HTML 73K
- Outstanding Fixed-to-fixed Cross-currency Swaps
(Details)
121: R101 Note 14 - Fair Value Measurements and Derivatives HTML 87K
- Outstanding Currency Derivatives (Details)
122: R102 Note 14 - Fair Value Measurements and Derivatives HTML 50K
- Summary of Deferred Gains (Losses) Reported in
AOCI (Details)
123: R103 Note 14 - Fair Value Measurements and Derivatives HTML 61K
- Location and Amount of Gain or (Loss) Recognized
in Income on Cash Flow Hedging Relationships
(Details)
124: R104 Note 14 - Fair Value Measurements and Derivatives HTML 47K
- Location and Amount of Gain or (Loss) Recognized
in Income on Undesignated Derivatives (Details)
125: R105 Note 15 - Commitments and Contingencies (Details HTML 50K
Textual)
126: R106 Note 16 - Warranty Obligations - Changes in HTML 54K
Warranty Liabilities (Details)
127: R107 Note 17 - Income Taxes (Details Textual) HTML 91K
128: R108 Note 17 - Income Taxes - Income Tax Expense HTML 64K
(Benefit) (Details)
129: R109 Note 17 - Income Taxes - Income Before Income HTML 49K
Taxes (Details)
130: R110 Note 17 - Income Taxes - Effective Tax Rate HTML 104K
Reconciliation (Details)
131: R111 Note 17 - Income Taxes - Deferred Tax Assets and HTML 83K
Liabilities (Details)
132: R112 Note 17 - Income Taxes - Net Operating Loss HTML 78K
Carryforwards (Details)
133: R113 Note 17 - Income Taxes - Reconciliation of Gross HTML 52K
Unrecognized Tax Benefits (Details)
134: R114 Note 18 - Other Income (Expense), Net (Details HTML 72K
Textual)
135: R115 Note 18 - Other Income (Expense), Net - Other HTML 65K
Income (Expense), Net (Details)
136: R116 Note 19 - Revenue From Contracts With Customers HTML 52K
(Details Textual)
137: R117 Note 19 - Revenue From Contracts With Customers - HTML 72K
Disaggregation of Revenue (Details)
138: R118 Note 20 - Segments, Geographical Area and Major HTML 75K
Customer Information (Details Textual)
139: R119 Note 20 - Segments, Geographical Area and Major HTML 82K
Customer Information - Segment Information
(Details)
140: R120 Note 20 - Segments, Geographical Area and Major HTML 114K
Customer Information - Reconciliation of Segment
EBITDA to Consolidated Net Income (Details)
141: R121 Note 20 - Segments, Geographical Area and Major HTML 56K
Customer Information - Reconciliation of Segment
Net Assets to Consolidated Total Assets (Details)
142: R122 Note 20 - Segments, Geographical Area and Major HTML 77K
Customer Information - Geographic Information
(Details)
143: R123 Note 21 - Equity Affiliates (Details Textual) HTML 46K
144: R124 Note 21 - Equity Affiliates - Equity Method HTML 60K
Investments (Details)
145: R125 Schedule II - Valuation and Qualifying Accounts HTML 54K
and Reserves - Amounts Deducted From Assets in the
Balance Sheets (Details)
147: XML IDEA XML File -- Filing Summary XML 283K
150: XML XBRL Instance -- dan20231231_10k_htm XML 6.16M
146: EXCEL IDEA Workbook of Financial Report Info XLSX 247K
17: EX-101.CAL XBRL Calculations -- dan-20231231_cal XML 392K
18: EX-101.DEF XBRL Definitions -- dan-20231231_def XML 2.64M
19: EX-101.LAB XBRL Labels -- dan-20231231_lab XML 2.13M
20: EX-101.PRE XBRL Presentations -- dan-20231231_pre XML 2.71M
16: EX-101.SCH XBRL Schema -- dan-20231231 XSD 388K
148: JSON XBRL Instance as JSON Data -- MetaLinks 832± 1.41M
149: ZIP XBRL Zipped Folder -- 0001437749-24-004751-xbrl Zip 745K
Exhibit 10.11
DANA INCORPORATED
PERFORMANCE SHARE AWARD AGREEMENT
Name:
Date of Grant:
Dana Stock Price at Close of Business on Date of Grant:
Number of Shares:
100% vesting: Please refer to Appendix: Vesting Schedule
1. The Award and the Plan. As of the Award Date set forth in the Award Notification, Dana Incorporated (together with its successors, “Dana”) grants to you the right to earn the number of 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 Dana meeting certain specified performance goals related to Pre-Tax ROIC and adjusted free cash flow (“Dana Performance Goals”) approved by Dana. 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 Dana Incorporated 2021 Omnibus Incentive Plan, as amended and/or restated from time to time (the “Plan”). Dana 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 Dana 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 Dana 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 Dana 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 Dana 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 Dana 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 Dana 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 Dana 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 Dana 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 Dana 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, Dana may accelerate the vesting of the Performance Shares at any time in part or in full.
(i) Modification of Management Objectives: If Dana determines that a change in the business, operations, corporate structure or capital structure of Dana, the manner in which it conducts business or other events or circumstances render the measurement of the Dana Performance Goals to be unsuitable, Dana may modify the calculation of the Dana Performance Goals or the related minimum acceptable level of achievement, in whole or in part, as Dana deems 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 Dana or any Subsidiary is terminated by reason of death or Disability, by Dana 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 Dana or a Subsidiary through the end of the Performance Period, based on the Dana Performance Goals during the Performance Period, prorated, based on the number of whole months that you were employed by Dana 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 Dana occurs while you are an employee of Dana or any Subsidiary, then you will be entitled to receive all 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 Dana 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 Dana, in the calendar year immediately following the close of the Performance Period to which the award relates, but in no event later than three (3) 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 Dana, in the calendar year immediately following the last day of the Performance Period, but in no event later than three (3) months after the close of the Performance Period to which the award relates.
(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 Dana, as soon as practicable following the Change in Control, but in no event later than three (3) 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 Dana or any Subsidiary, nor limit or affect in any manner the right of Dana or any Subsidiary to terminate the employment or adjust your compensation.
8. Taxes and Withholding. To the extent that Dana 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 Dana 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 Dana 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. Dana will make any adjustments in the number of Performance Shares or other securities covered by this Agreement that Dana may 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 Dana, (b) merger, consolidation, spin-off, split-off, spin-out, split-up, separation, reorganization, partial or complete liquidation involving Dana or other distribution of assets, issuance of rights or warrants to purchase securities of Dana, 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, Dana may provide in substitution of any or all of your rights under this Agreement such alternative consideration as Dana may 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.
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 Dana 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 Dana 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 Dana.
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 Dana 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 Dana 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 Dana or a Subsidiary, except to the extent otherwise expressly provided under any such plan.
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 Dana 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 Dana 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 Dana, Dana may 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 Dana 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 Dana 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 Dana or any Subsidiary; (iv) the intentional and wrongful disclosure of secret processes or confidential information of Dana or any Subsidiary in violation of an agreement with or a policy of Dana or a Subsidiary; (v) the continued failure to substantially perform your duties for Dana 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 Dana 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 Dana or a Subsidiary; (ii) the disclosure to anyone outside Dana or a Subsidiary, or the use in other than Dana’s or a Subsidiary’s business, (A) without prior written authorization from Dana, of any confidential, proprietary or trade secret information or material relating to the business of Dana or its Subsidiaries and acquired by you during your employment or other service with Dana or any of its Subsidiaries, or (B) in violation of any covenant not to disclose set forth in any agreement between you and Dana or a Subsidiary; (iii) the (A) unreasonable failure or refusal to disclose promptly and to assign to Dana 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 Dana or any of its Subsidiaries and relating in any manner to the actual or anticipated business, research or development work of Dana or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable Dana 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 Dana or a Subsidiary; (iv) activity during your employment by Dana or a Subsidiary that could form the basis of your termination for Cause; or (v) if you are or were an officer of Dana, activity that the Board determines entitles Dana 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 Dana or a Subsidiary or at or after age 65.
Signed Electronically Date: