THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CHRYSLER GROUP LLC Dated as of February 24, 2012Operating Agreement • March 6th, 2012 • Chrysler Group LLC • Motor vehicles & passenger car bodies • Delaware
This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Chrysler Group LLC (the “Company”), dated and effective as of February 24, 2012 (the “Effective Date”), is entered into by and among those persons or entities signing below or identified on the Schedule of Members (as the same may be amended from time to time) as members (the “Members”) of the Company.
FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENT CHRYSLER GROUP LLC 2012 LONG- TERM INCENTIVE PLANForm of Performance Share Unit Award Agreement • March 6th, 2012 • Chrysler Group LLC • Motor vehicles & passenger car bodies • Michigan
This Performance Share Unit Award Agreement (“Agreement”) is entered into, effective as of , 2012 (the “Grant Date”), by and between Chrysler Group LLC (the “Company”) and (the “Participant”) pursuant and subject to the Chrysler Group LLC 2012 Long-Term Incentive Plan, as it may be amended from time to time (the “Plan”), as approved by the Compensation and Leadership Development Committee of the Company’s Board of Directors (the “Committee”). Participant and the Company agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the Plan. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control and govern unless this Agreement expressly states that an exception to the Plan is being made.
FORM OF RESTRICTED SHARE UNIT AWARD AGREEMENT CHRYSLER GROUP LLC 2012 LONG-TERM INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • March 6th, 2012 • Chrysler Group LLC • Motor vehicles & passenger car bodies • Michigan
This Restricted Share Unit Award Agreement (“Agreement”) is entered into, effective as of , 2012 (the “Grant Date”), by and between Chrysler Group LLC ( the “Company”) and (the “Participant”) pursuant and subject to the Chrysler Group LLC 2012 Long-Term Incentive Plan, as it may be amended from time to time (the “Plan”), as approved by the Compensation and Leadership Development Committee of the Company’s Board of Directors (the “Committee”). Participant and the Company agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the Plan. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control and govern unless this Agreement expressly states that an exception to the Plan is being made.
