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LEA > SEC Filings for LEA > Form 8-K on 17-Sep-2013All Recent SEC Filings

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Form 8-K for LEAR CORP


17-Sep-2013

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Plans.

Double Trigger Change in Control Vesting

On September 11, 2013, the Compensation Committee of the Board of Directors of Lear Corporation (the "Company") amended the Lear Corporation 2009 Long-Term Stock Incentive Plan (the "Plan") to provide for "double trigger" vesting of future Plan awards upon a change in control of the Company. Instead of vesting on an accelerated "single trigger" basis automatically upon a change in control as was previously the case, future awards under the Plan that are replaced by the acquirer or related entity in the event of a change in control would only accelerate if the participant is terminated without cause or, for a participant who is party to an employment agreement with the Company, quits for good reason within 24 months following the change in control. In such case, time-based awards would vest in full and performance-based awards would vest in full at the target level. In addition, the Company's named executive officers have agreed that the aforementioned Plan amendment will apply to their outstanding awards in addition to their future awards.

Elimination of Tax Gross-Up Provisions

On September 11, 2013, the Company entered into new employment agreements with each of Raymond E. Scott, Executive Vice President and President, Seating, Terrence B. Larkin, Executive Vice President, Business Development, General Counsel and Corporate Secretary, and Melvin L. Stephens, Senior Vice President, Communications, Facilities and Investor Relations that are substantially similar to their prior agreements but no longer contain an excise tax gross-up provision in the event of a change in control. Following the execution of these new agreements, the Company is no longer a party to any employment agreements with executive officers that contain excise tax gross-up provisions.


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