0000908255-14-000056 Sample Contracts

BORGWARNER INC. Restricted Stock Agreement For Non-Employee Directors
Restricted Stock Agreement • July 31st, 2014 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware

THIS Restricted Stock Agreement (the “Agreement”) dated as of _______, 20__, by and between BORGWARNER INC., a Delaware corporation (the “Company”) and <Insert Name> (the “Director”), is entered into as follows:

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BORGWARNER INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Stock Units Award Agreement – Non-U.S. Employees
Award Agreement • July 31st, 2014 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware

THIS Award Agreement (the “Agreement”) dated as of __________, 20__, by and between BORGWARNER INC., a Delaware corporation (the “Company”) and ______________________ (the “Employee”), is entered into as follows:

BORGWARNER INC. Stock Units Award Agreement – Non-U.S. Directors
2014 Stock Incentive Plan Stock Units Award Agreement • July 31st, 2014 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware

WHEREAS, the Company has established the BorgWarner Inc. 2014 Stock Incentive Plan (the “Plan”), a copy of which is attached hereto or which has been previously provided to the Director;

BorgWarner Inc. Amended and Restated 2004 Stock Incentive Plan Performance Share Award Agreement
Share Award Agreement • July 31st, 2014 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware

THIS AGREEMENT, effective _______, 20__, represents the grant of Performance Shares by BorgWarner Inc., a Delaware corporation (the “Company”), to the Participant named above, pursuant to the provisions of the Plan. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

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