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Exhibit (d)(5)
ARVINMERITOR, INC.
RESTRICTED STOCK AGREEMENT
In accordance with Section [__] of the [_________ Plan] ("Plan")
of ArvinMeritor, Inc. (the "Company"), the number of shares of Common Stock of
the Company specified in the attached letter have been granted to you today as
restricted shares ("Restricted Shares"). The Restricted Shares have been granted
to you, in consideration for your surrender of certain outstanding options to
purchase shares of Common Stock of the Company, upon the following terms and
conditions:
1. Restricted Period
(a) Except as provided in paragraphs (b) and (c), the Restricted Shares
are subject to forfeiture in accordance with the terms of the Plan and this
agreement if you do not continue as an employee of the Company for the period
until _______ __, 2006 (the "Restricted Period").
(b) If the cumulative compound growth rate of the Company's earnings per
share for the three year period beginning October 1, 2001 and ending September
30, 2004 is at least 15%, compared to the Company's earnings per share for the
fiscal year ending September 30, 2001, the Restricted Period shall end on
January 3, 2005.
(c) If the Restricted Period shall not have ended pursuant to paragraph
(b), and if the cumulative compound growth rate of the Company's earnings per
share for the four year period beginning October 1, 2001 and ending
September 30, 2005 is at least 15%, compared to the Company's earnings per
share for the fiscal year ending September 30, 2001, the Restricted Period
shall end on January 2, 2006.
2. Earning of Restricted Shares
(a) You shall have fully earned all the Restricted Shares subject to
this agreement if you continue as an employee of the Company until the end of
the Restricted Period, as provided in paragraph 1.
(b) If you die prior to the end of the Restricted Period, or retire at
age 62 or older with ten or more years of service under a retirement plan of the
Corporation (as defined in the Plan) after ________ __, 2002 and prior to the
end of the Restricted Period, you shall be deemed to have fully earned all the
Restricted Shares subject to this agreement.
(c) If you retire prior to attaining age 62 with ten or more years of
service under a retirement plan of the Corporation, or are terminated by the
Corporation without cause, in
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either case after ______ __, 2002 and prior to the end of the Restricted Period,
you shall be deemed to have fully earned the number of Restricted Shares equal
to the total number of such shares subject to this agreement multiplied by a
fraction, the numerator of which is the number of months from the date of grant
to the date of such retirement or termination and the denominator of which is
60; provided, however, that the Compensation and Management Development
Committee of the Board of Directors, taking into account the purpose of the Plan
and such other factors as in its sole discretion it deems appropriate, may
determine a denominator which is less than 60.
(d) If your employment with the Company terminates prior to the end of
the Restricted Period for any other reason, you shall be deemed not to have
earned any of the Restricted Shares and shall have no further rights with
respect thereto, except as and to the extent that the Compensation and
Management Development Committee of the Board of Directors, taking into account
the purpose of the Plan and such other factors as in its sole discretion it
deems appropriate, may determine.
3. Retention of Certificates for Restricted Shares
Certificates for the Restricted Shares and any dividends or
distributions thereon or in respect thereof that may be paid in additional
shares of Common Stock, other securities of the Company or securities of another
entity ("Stock Dividends"), shall be delivered to and held by the Company, or
such Restricted Shares or Stock Dividends shall be registered in book entry
form, subject to the Company's instructions, until you shall have earned the
Restricted Shares in accordance with the provisions of paragraph 2. To
facilitate implementation of the provisions of this agreement, you undertake to
sign and deposit with the Company's Office of the Secretary a Stock Transfer
Power in the form of Attachment 1 hereto with respect to the Restricted Shares
and any Stock Dividends thereon.
4. Cash Dividends
Any dividends that may be paid in cash on the Restricted Shares ("Cash
Dividends") shall be reinvested in additional shares of Common Stock, which
shall also be Restricted Shares for purposes of this agreement, so long as the
Restricted Shares remain subject to forfeiture.
5. Voting Rights
Notwithstanding the retention by the Company of certificates (or the
right to give instructions with respect to shares held in book entry form) for
the Restricted Shares and any Stock Dividends, you shall be entitled to vote the
Restricted Shares and any Stock Dividends held by the Company (or subject to its
instructions) in accordance with
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paragraph 3, unless and until such shares have been forfeited in accordance with
paragraph 7.
6. Delivery of Earned Restricted Shares
As promptly as practicable after you shall have been deemed to have
earned the Restricted Shares in accordance with paragraph 2, the Company shall
deliver to you (or in the event of your death, to your estate or any person who
acquires your interest in the Restricted Shares by bequest or inheritance) the
Restricted Shares, together with any Stock Dividends then held by the Company
(or subject to its instructions).
7. Forfeiture of Unearned Restricted Shares
Notwithstanding any other provision of this agreement, if at any time it
shall become impossible for you to earn any of the Restricted Shares in
accordance with this agreement, all the Restricted Shares, together with any
Stock Dividends then being held by the Company (or subject to its instructions)
in accordance with paragraph 3, shall be forfeited, and you shall have no
further rights of any kind or nature with respect thereto. Upon any such
forfeiture, the Restricted Shares, together with any Stock Dividends, shall be
transferred to the Company.
8. Transferability
This grant is not transferable by you otherwise than by will or by the
laws of descent and distribution, and the Restricted Shares and any Stock
Dividends shall be deliverable, during your lifetime, only to you.
9. Withholding
The Company shall have the right, in connection with the delivery of the
Restricted Shares and any Stock Dividends subject to this agreement, (i) to
deduct from any payment otherwise due by the Company to you or any other person
receiving delivery of the Restricted Shares and any Stock Dividends an amount
equal to any taxes required to be withheld by law with respect to such delivery,
(ii) to require you or any other person receiving such delivery to pay to it an
amount sufficient to provide for any such taxes so required to be withheld or
(iii) to sell such number of the Restricted Shares and any Stock Dividends as
may be necessary so that the net proceeds of such sale shall be an amount
sufficient to provide for any such taxes so required to be withheld.
10. No Acquired Rights
You acknowledge, agree and consent that: (a) the Plan is discretionary
and the Company may amend, cancel or terminate the Plan at any time; (b) the
grant of your
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Restricted Shares is a one-time benefit offered to you and does not create any
contractual or other right for you to receive any grant of restricted shares of
common stock or benefits under the Plan in the future; (c) future grants, if
any, will be at the sole discretion of the Company, including, but not limited
to, the timing of any grant, the number of shares and forfeiture provisions; and
(d) your participation in the Plan is voluntary.
The value of your Restricted Shares is an extraordinary item of
compensation outside the scope of your employment contract, if any. As such,
your Restricted Shares are not part of normal or expected compensation for
purposes of calculating any severance, resignation, redundancy, end-of-service
payments, bonuses, long-service awards, pension or retirement benefits or
similar payments.
11. Applicable Law
This agreement and the Company's obligation to deliver Restricted Shares
and any Stock Dividends hereunder shall be governed by and construed and
enforced in accordance with the laws of Indiana and the Federal law of the
United States.
ARVINMERITOR, INC.
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
Senior Vice President,
General Counsel and Secretary
Attachment 1 - Stock Transfer Power
Agreed to:
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Name:
Address:
Social Security Number:
Date:
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Attachment 1
STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, ___________________, hereby sell, assign and
transfer unto ArvinMeritor, Inc. (the "Company") (i) the shares of the Common
Stock of the Company standing in my name on the books of the Company evidenced
by certificates or by book entry, granted to me on _______ __, 2001 as
Restricted Shares pursuant to the Company's [___________________ Plan], and any
additional shares of the Company's Common Stock purchased through reinvestment
of cash dividends on such shares (collectively, the "Shares"); and (ii) any
additional shares of the Company's Common Stock, other securities issued by the
Company or securities of another entity ("Stock Dividends") distributed, paid,
payable or purchased on or in respect of the Shares and Stock Dividends during
the period the Shares are held by the Company pursuant to a certain Restricted
Stock Agreement dated _______ __, 2001 with respect to the Shares; and I do
hereby irrevocably constitute and appoint _______________________________
attorney with full power of substitution in the premises to transfer the Shares
on the books of the Company.
Dated:
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(Signature)
WITNESS:
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