<PAGE> 1
AS FILED WITH THE COMMISSION ON JUNE 3, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
LEAR CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<C> <C>
DELAWARE 13-3386776
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21557 TELEGRAPH ROAD 48086-5008
SOUTHFIELD, MICHIGAN (zip code)
(Address of principal executive offices)
</TABLE>
LEAR CORPORATION OUTSIDE DIRECTORS COMPENSATION PLAN
(Full title of the Plan)
------------------------------
JOSEPH F. MCCARTHY
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
LEAR CORPORATION
21557 TELEGRAPH ROAD
SOUTHFIELD, MICHIGAN 48086-5008
(Name and address of agent for service)
(248) 746-1500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED(1) REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value..................... 25,000 shares $38.00 $950,000 $287.88
=================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement shall be deemed to
cover any additional shares of Common Stock, par value $.01 per share, which
may be offered pursuant to the Lear Corporation Outside Directors
Compensation Plan.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) on the basis of the average high and low prices reported for
shares of Common Stock on the New York Stock Exchange Composite Tape on June
2, 1997, which was $38.00.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
I
<PAGE> 3
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Lear Corporation (the "Company") hereby incorporates the following
documents herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
29, 1997;
(c) The Company's Current Report on Form 8-K dated April 3, 1997;
(d) All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
on or after December 31, 1996; and
(e) The description of the Company's Common Stock, $.01 par value per
share, contained in the Company's registration statement on Form 8-A, as amended
by Amendment No. 1 on Form 8-A/A filed on April 5, 1994, including any
subsequent amendment or any report or other filing with the Securities and
Exchange Commission (the "SEC") updating such description.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Delaware corporation. Reference is made to Section 145 of
the Delaware General Corporation Law, as amended (the "GCL"), which provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at its request in such capacity of another corporation or
business organization against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful. A Delaware corporation may indemnify officers and
directors in any action by or in the right of a corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the
II-1
<PAGE> 4
corporation must indemnify him against the expenses (including attorneys' fees)
that such officer or director actually and reasonably incurred.
Reference is also made to Section 102(b)(7) of the GCL, which permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL or (iv) for any transaction from which the director
derived an improper personal benefit.
The certificate of incorporation of the Company provides for the
elimination of personal liability of a director for breach of fiduciary duty as
permitted by Section 102(b)(7) of the GCL and the by-laws of the Company provide
that the Company shall indemnify its directors and officers to the full extent
permitted by Section 145 of the GCL.
The Company has directors and officers liability insurance that insures the
directors and officers of the Company against certain liabilities. In addition,
Lehman Brothers Inc. has agreed to indemnify Alan H. Washkowitz, a director of
the Company and an officer of Lehman Brothers Inc., in connection with his
service as a director of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
A list of exhibits is set forth on the Index to Exhibits.
ITEM 9. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i)To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii)To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the SEC by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE> 5
(b) The undersigned Company hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of the annual report of the employee benefit
plans pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Southfield, Michigan on the 3rd day of June, 1997.
LEAR CORPORATION
By: /s/ KENNETH L. WAY
------------------------------------
Kenneth L. Way
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kenneth L. Way, Robert E. Rossiter and James H.
Vandenberghe and each of them (with full power to each of them to act alone),
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the SEC, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all said attorneys-in-fact
and agents, or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ KENNETH L. WAY Chairman of the Board and June 3, 1997
- ----------------------------------------------------- Chief Executive Officer
Kenneth L. Way (Principal Executive Officer)
Director, President and Chief June 3, 1997
- ----------------------------------------------------- Operating Officer -
Robert E. Rossiter International Operations
/s/ JAMES H. VANDENBERGHE Director, President and Chief June 3, 1997
- ----------------------------------------------------- Operating Officer - North
James H. Vandenberghe American Operations
/s/ DONALD J. STEBBINS Senior Vice President, Chief June 3, 1997
- ----------------------------------------------------- Financial Officer and Treasurer
Donald J. Stebbins (Principal Financial and
Principal Accounting Officer)
/s/ GIAN ANDREA BOTTA Director June 3, 1997
- -----------------------------------------------------
Gian Andrea Botta
/s/ IRMA B. ELDER Director June 3, 1997
- -----------------------------------------------------
Irma B. Elder
</TABLE>
II-4
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ LARRY W. MCCURDY Director June 3, 1997
- -----------------------------------------------------
Larry W. McCurdy
/s/ ROY E. PARROTT Director June 3, 1997
- -----------------------------------------------------
Roy E. Parrott
/s/ ROBERT W. SHOWER Director June 3, 1997
- -----------------------------------------------------
Robert W. Shower
/s/ DAVID P. SPALDING Director June 3, 1997
- -----------------------------------------------------
David P. Spalding
/s/ JAMES A. STERN Director June 3, 1997
- -----------------------------------------------------
James A. Stern
/s/ ALAN H. WASHKOWITZ Director June 3, 1997
- -----------------------------------------------------
Alan H. Washkowitz
</TABLE>
II-5
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
4.1 Form of certificate for the Registrant's Common Stock, par
value $.01 per share (filed as Exhibit 4.5 to the
Registrant's Registration Statement on Form S-8 (No.
33-55783) and incorporated herein by reference)
4.2 Amended and Restated Outside Directors Compensation Plan
23.1 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included on the signature page hereof)
</TABLE>
<PAGE> 1
LEAR CORPORATION
OUTSIDE DIRECTORS COMPENSATION PLAN
(as amended and restated effective July 1, 1997)
<PAGE> 2
LEAR CORPORATION
OUTSIDE DIRECTORS COMPENSATION PLAN
ARTICLE 1. ESTABLISHMENT, OBJECTIVES AND DURATION
1.1 ESTABLISHMENT OF THE PLAN. Lear Corporation, a Delaware corporation,
hereby establishes a compensation plan for outside directors to be known as the
"Lear Corporation Outside Directors Compensation Plan" (hereinafter referred to
as the "Plan"), as set forth in this document.
The Plan shall become effective as of July 1, 1997 (the "Effective Date")
and shall remain in effect as provided in Section 1.3 hereof.
1.2 PLAN OBJECTIVES. The objectives of the Plan are to give the Company an
advantage in attracting and retaining Directors and to link the interests of
Outside Directors to those of the Company's stockholders.
1.3 DURATION OF THE PLAN. The Plan shall commence on the Effective Date, as
described in Section 1.1 hereof, and shall remain in effect until the Board of
Directors terminates the Plan pursuant to Section 6.1.
ARTICLE 2. DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings set
forth below, and when the meaning is intended, the initial letter of the word
shall be capitalized:
2.1 "ACCOUNTS" means an Outside Director's Stock Account and Interest
Account.
2.2 "AFFILIATES" means, with respect to any person, any other person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such person.
2.3 "ANNUAL RETAINER" means the retainer fee established by the Board in
accordance with Section 5.1 and paid to an Outside Director for services
performed as a member of the Board of Directors for a Plan Year.
2.4 "BENEFICIARY" means the person entitled under Section 6.6 to receive
payment of the remaining balances in an Outside Director's Accounts in the event
of the Outside Director's death before the entire balances in such Accounts are
paid.
2.5 "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company.
2.6 "CHAIRMAN MEETING FEE" means the fee established by the Board in
accordance with Section 5.2 and paid to an Outside Director who is a Chairman of
a Board committee for attendance at any meeting of such Board committee that is
not held on the same day as a Board meeting.
2.7 "CHANGE IN CONTROL" of the Company shall be deemed to have occurred (as
of a particular day, as specified by the Board) as of the first day any one or
more of the following paragraphs shall have been satisfied:
(a) Any person (other than the Company or a trustee or other fiduciary
holding securities under an employee benefit plan of the Company, or a
corporation owned directly or indirectly by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the
Company) becomes the beneficial owner, directly or indirectly, of
securities of the Company, representing more than twenty percent of the
combined voting power of the Company's then outstanding securities; or
(b) During any period of twenty-six consecutive months (not including
any period prior to the Effective Date), individuals who at the beginning
of such period constitute the Board (and any new Directors, whose election
by the Board or nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds of the Directors then still in
office who either were Directors at the beginning of the period or whose
election or nomination for election was so approved) cease for any reason
(except for death, disability or voluntary retirement) to constitute a
majority thereof; or
(c) The stockholders of the Company approve: (i) a plan of complete
liquidation or dissolution of the Company; or (ii) an agreement for the
sale or disposition of all or substantially all the Company's
<PAGE> 3
assets; or (iii) a merger, consolidation or reorganization of the Company
with or involving any other corporation, other than a merger, consolidation
or reorganization that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least eighty percent of the combined voting power of
the voting securities of the Company (or such surviving entity) outstanding
immediately after such merger, consolidation, or reorganization.
2.8 "COMPANY" means Lear Corporation, a Delaware corporation, and any
successor thereto as provided in Section 6.4 herein.
2.9 "DIRECTOR" means any individual who is a member of the Board of
Directors.
2.10 "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1 hereof.
2.11 "ELECTION" shall have the meaning ascribed to such term in Section
6.1.
2.12 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.
2.13 "FAIR MARKET VALUE" means:
(a) the price at which publicly traded Shares are purchased (pursuant
to Sections 5.1 and 6.2) on the national securities exchange on which the
Shares are listed; and
(b) if not so purchased, as determined by the Board of Directors.
"Deferral Fair Market Value" means the average of the high and low prices of
publicly traded Shares on the national exchange on which the Shares are listed.
2.14 "INSTALLMENT PAYMENT" shall have the meaning ascribed to such term in
Section 5.1.
2.15 "INTEREST ACCOUNT" shall have the meaning ascribed to such term in
Section 6.4.
2.16 "MEETING FEE" means the fee established by the Board in accordance
with Section 5.2 and paid to an Outside Director for attendance at any meeting
of (a) the Board of Directors and (b) any committee of the Board which is not
held on the same day as a Board meeting.
2.17 "OUTSIDE DIRECTOR" means a Director who during his or her entire term
as a Director was not an employee of the Company, Lehman Brothers, Inc. or any
of their respective Affiliates.
2.18 "PLAN" shall have the meaning ascribed to such term in Section 1.1
hereof.
2.19 "PLAN YEAR" means (a) for 1997, the period beginning on July 1 and
ending on December 31 and (b) after 1997, the twelve month period beginning on
January 1 and ending on December 31.
2.20 "SHARES" means the shares of common stock, $.01 par value, of the
Company.
2.21 "STOCK ACCOUNT" shall have the meaning ascribed to such term in
Section 6.3.
2.22 "STOCK UNIT" means a notional account established under Section 6.3
for an Outside Director which is credited with amounts equal to Shares and
payable in cash.
ARTICLE 3. ADMINISTRATION
3.1 THE BOARD OF DIRECTORS. The Plan shall be administered by the Board of
Directors. The Board of Directors shall act by a majority of its members at the
time in office and eligible to vote on any particular matter, and such action
may be taken either by a vote at a meeting or in writing without a meeting.
3.2 AUTHORITY OF THE BOARD OF DIRECTORS. Except as limited by law and
subject to the provisions herein, the Board of Directors shall have full power
to: construe and interpret the Plan and any agreement or instrument entered into
under the Plan; establish, amend or waive rules and regulations for the Plan's
administration; and amend the terms and conditions of the Plan. Further, the
Board of Directors shall make all
2
<PAGE> 4
other determinations which may be necessary or advisable for the administration
of the Plan. As permitted by law and consistent with Section 3.1, the Board of
Directors may delegate its authority as identified herein.
3.3 DECISIONS BINDING. All determinations and decisions made by the Board
of Directors pursuant to the provisions of the Plan shall be final, conclusive
and binding on all persons, including the Company, its stockholders, all
Affiliates, Outside Directors and their estates and beneficiaries.
ARTICLE 4. ELIGIBILITY
Each Outside Director of the Board during a Plan Year shall participate in
the Plan for that year.
ARTICLE 5. COMPENSATION
5.1 ANNUAL RETAINER. Each Outside Director shall be entitled to receive an
Annual Retainer in such amount as shall be determined from time to time by the
Board. Until changed by resolution of the Board of Directors, the Annual
Retainer shall be $24,000.
Unless the Outside Director has made an Election under Article 6 with
respect to such amounts, the Annual Retainer shall be paid in four equal
installments (the "Installment Payments") as of the first business day of each
calendar quarter to each Outside Director on that date. Each Installment Payment
to an Outside Director shall equal the quotient of the Outside Director's Annual
Retainer divided by four.Any Outside Director who first becomes an Outside
Director during a calendar quarter shall be entitled to an Installment Payment
for that calendar quarter. Such an Installment Payment shall be paid as soon as
administratively feasible after the individual becomes an Outside Director.
Installment Payments shall be paid one-half in Shares, with the value of
any fractional Shares paid in cash, and one-half in cash. Notwithstanding the
foregoing, each Installment Payment to an Outside Director during a Plan Year
shall be paid solely in Shares if either (a) the Outside Director elects in
writing, or (b) the Outside Director fails on the last day of the preceding Plan
Year to satisfy the stock ownership guidelines for Outside Directors established
from time to time by the Board of Directors. The number of Shares delivered as
an Installment Payment under this Section shall equal the quotient of (i) the
portion of the Outside Director's Installment Payment for that quarter to be
paid in Shares, divided by (ii) the Fair Market Value of a Share on the date the
Installment Payment is made.
5.2 MEETING FEE. Each Outside Director shall be entitled to receive a
Meeting Fee, in such amount as shall be determined from time to time by the
Board, for each meeting he or she attends (including telephonic meetings but
excluding execution of unanimous written consents) of the Board of Directors and
each meeting of a Board committee, provided, that such meeting is not held on
the same day as a Board meeting. Each Outside Director who is a Chairman of a
Board committee shall be entitled to receive a Chairman Meeting Fee (in addition
to a Meeting Fee), in such amount as shall be determined from time to time by
the Board, for each meeting he or she attends (including telephonics meetings
but excluding execution of unanimous written consents) of the Board committee
for which he or she is Chairman, provided, that such meeting is not held on the
same day as a Board meeting. Until changed by resolution by the Board of
Directors, the Meeting Fee shall be $1,000 and the Chairman Meeting Fee shall be
$1,000. Unless the Outside Director has made an Election under Article 6 with
respect to such amounts, the Meeting Fee and the Chairman Meeting Fee shall be
paid in quarterly cash payments for the meetings, if any, attended during the
previous quarter.
ARTICLE 6. DEFERRAL
6.1 DEFERRAL ELECTION. Any Outside Director may elect to defer all or a
portion of the compensation payable to him or her under Article 5 for the Plan
Year by filing with the Secretary of the Company a written notice to that effect
on the Deferral Election Form attached hereto as Exhibit A (an "Election"). An
Election shall become effective upon the Effective Date for compensation payable
thereafter if filed within thirty days following such date. Thereafter, an
Outside Director without an Election in effect may elect to defer all or a
portion of the compensation payable under Article 5: (a) with respect to any
compensation payable under Article 5 for any Plan Year by filing an Election on
or before the December 31st preceding the Plan Year, and
3
<PAGE> 5
(b) with respect to any compensation payable under Article 5 for any portion of
a Plan Year following the date on which the Director becomes an Outside Director
by filing an Election within thirty days following such date. An Election may
not be revoked or modified with respect to compensation payable for any Plan
Year for which such Election is effective and such Election, unless terminated
or modified as described below, shall apply to compensation payable under
Article 5 with respect to each subsequent Plan Year. An effective Election may
be terminated or modified for any subsequent Plan Year by filing on or before
the December 31 of the preceding Plan Year either a Notice of Termination on the
form attached hereto as Exhibit B or a new Election. An effective Election shall
also terminate on the date a Director ceases to be an Outside Director.
6.2 ACCOUNTS. At the time an Outside Director makes an Election under
Section 6.1 he or she shall also designate the portion of the deferred
compensation to be credited to a Stock Account and/or an Interest Account.
6.3 STOCK ACCOUNT. The amounts the Outside Director elects to defer to a
Stock Account shall be credited to such account as of the date the compensation
would otherwise have been payable under Article 5 as Stock Units. The number of
Stock Units so credited shall equal the amount of compensation deferred divided
by the Deferral Fair Market Value of a Share on the day the compensation would
otherwise have been paid if the Outside Director had not made a deferral
election.
6.4 INTEREST ACCOUNT. The amounts the Outside Director elects to defer to
an Interest Account under Section 6.2 shall be credited to such account as of
the date the compensation would otherwise have been payable under Article 5. The
amounts credited to the Interest Account shall be credited as of the last day of
each quarter with interest, which interest shall be compounded quarterly, until
the payment of such account to the Outside Director. The rate of such interest
shall be the prime rate of interest as reported by the Midwest edition of the
Wall Street Journal for the second business day of each quarter plus one percent
on an annual basis.
6.5 DISTRIBUTIONS. The value of an Outside Director's Accounts shall be
distributed, or shall commence to be distributed, to him or her or, in the event
of death, to his or her Beneficiary, as soon as administratively feasible
following the earlier of:
(a) the date specified by the Outside Director in his or her Election,
(b) the date the Outside Director ceases to be a Director including
but not limited to termination due to retirement, death or disability, or
(c) the date on which a Change of Control occurs.
The amount payable to an Outside Director shall equal the sum of (a) the
dollar amount credited to the Outside Director's Interest Account and (b) the
number of Stock Units credited to the Outside Director's Stock Account
multiplied by the Deferral Fair Market Value of a Share on the applicable payout
date.
An Outside Director's Accounts will be paid to him or her in accordance
with his or her Election. An Outside Director may change the payout form by
filing an irrevocable election of a new payout form with the Secretary of the
Company at least twelve months before the due date of the first payment under
this Article 6. If an Outside Director fails to elect a payout form, his or her
Accounts shall be paid in a single lump sum payment.
If an Outside Director elects to receive payment of his or her Accounts in
installments, the payment period for such installments shall not exceed ten
years. The amount of each installment payment shall equal the product of (a) the
balance in the Outside Director's Accounts on the date of such installments
multiplied by (b) a fraction, the numerator of which is one and the denominator
of which is the number of remaining unpaid installments. The balance of the
Accounts shall be appropriately reduced to reflect any installment payments made
hereunder. Notwithstanding the foregoing, in the event of a Change of Control,
an Outside Director's remaining balance in his or her Accounts shall be paid in
a single lump sum payment as soon as administratively feasible following the
Change of Control.
4
<PAGE> 6
If an Outside Director dies before he or she has received payment of all
amounts due hereunder, the remaining balances in the Outside Director's Accounts
shall be distributed to his or her Beneficiary in a single lump sum payment as
soon as administratively feasible following the Outside Director's death.
6.6 BENEFICIARY. An Outside Director may designate, on the Beneficiary
Designation form attached hereto as Exhibit C, any person to whom payments are
to be made if the Outside Director dies before receiving payment of all amounts
due hereunder. A Beneficiary Designation form only becomes effective after the
signed form is filed with the Secretary of the Company while the Outside
Director is alive and will cancel any prior Beneficiary Designation form. If the
Outside Director fails to designate a beneficiary or if all designated
beneficiaries predecease the Outside Director, the Outside Director's
Beneficiary shall be his or her estate.
ARTICLE 7. MISCELLANEOUS
7.1 MODIFICATION AND TERMINATION. The Board may at any time and from time
to time, alter, amend, modify or terminate the Plan in whole or in part.
7.2 SHARES SUBJECT TO THE PLAN. Unless determined otherwise by the Board of
Directors, Shares subject to this Plan shall be made available from Shares
purchased on the open market.
7.3 INDEMNIFICATION. Each person who is or has been a member of the Board
shall be indemnified and held harmless by the Company against and from any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by
such person in connection with or resulting from any claim, action, suit, or
proceeding to which such person may be a party or in which such person may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by such person in a settlement
approved by the Company, or paid by such person in satisfaction of any judgment
in any such action, suit, or proceeding against such person, provided such
person shall give the Company an opportunity, at its own expense, to handle and
defend the same before such person undertakes to handle and defend it. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's
Certificate of Incorporation or By-Laws, as a matter of law, or otherwise, or
any power that the Company may have to indemnify them or hold them harmless.
7.4 SUCCESSORS. All obligations of the Company under the Plan with respect
to a current Plan Year shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase
of all or substantially all of the business and/or assets of the Company, or a
merger, consolidation, or otherwise.
7.5 RESERVATION OF RIGHTS. Nothing in this Plan shall be construed to limit
in any way the Board's right to remove an Outside Director from the Board of
Directors.
ARTICLE 8. LEGAL CONSTRUCTION
8.1 GENDER AND NUMBER. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.
8.2 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
8.3 REQUIREMENTS OF LAW. The issuance of Share and/or cash payouts under
the Plan shall be subject to all applicable laws, rules, and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required.
8.4 SECURITIES LAW COMPLIANCE. To the extent any provision of the Plan or
action by the Board would subject any Outside Director to liability under
Section 16(b) of the Exchange Act, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Board.
5
<PAGE> 7
8.5 UNFUNDED STATUS OF THE PLAN. The Plan is intended to constitute an
"unfunded" plan. With respect to any payments or deliveries of Shares not yet
made to an Outside Director by the Company, nothing contained herein shall give
any rights to an Outside Director that are greater than those of a general
creditor of the Company.
8.6 GOVERNING LAW. The Plan shall be construed in accordance with and
governed by the laws of the State of Delaware, determined without regard to its
conflict of law rules.
6
<PAGE> 8
EXHIBIT A
[DEFERRAL ELECTION FORM]
<PAGE> 9
LEAR CORPORATION
OUTSIDE DIRECTORS COMPENSATION PLAN
DEFERRAL ELECTION
As of , 199 , the individual whose name appears below, who is an
Outside Director of the Company, hereby elects to defer all or a portion of the
compensation payable to such Outside Director under the terms of the Lear
Corporation Outside Directors Compensation Plan (the "Plan"). This Election
shall remain in full force and effect until the earlier of the date the Outside
Director modifies or terminates it or the date the Director ceases to be an
Outside Director. Any term capitalized herein but not defined shall have the
meaning set forth in the Plan.
1. Deferral Election. In accordance with the terms of the Plan, the Outside
Director hereby elects to defer % (enter any percentage less than or equal to
100%) of the compensation payable to the Outside Director for the periods ending
after the date of this election and each subsequent Plan Year.
2. Accounts. The Outside Director hereby elects to have the amounts
deferred under item number 1 hereof credited to the Accounts in the percentages
indicated below:
Interest Account %
Stock Account %
3. Timing of Payout. The Outside Director hereby elects to have his or her
Accounts distributed as soon as administratively feasible following
(insert N/A if Outside Director wishes to receive his or her Accounts only after
the earlier of (a) the date he or she ceases to be a Director or (b) the date on
which a Change of Control occurs).
4. Form of Payout. In accordance with the terms of the Plan, the Outside
Director hereby elects the following Payout Form for his or her Accounts (elect
one):
----------- Single Lump Sum Payment, or
----------- Installments over years (not to exceed 10 years) payable
(elect one):
-------------- quarterly,
-------------- semi-annually, or
-------------- annually
IN WITNESS WHEREOF, the Outside Director has duly executed this Deferral
Election as of the date first written above.
--------------------------------------
Outside Director's Signature
--------------------------------------
Outside Director's Name (please print)
<PAGE> 10
EXHIBIT B
[BENEFICIARY DESIGNATION]
<PAGE> 11
LEAR CORPORATION
OUTSIDE DIRECTORS COMPENSATION PLAN
BENEFICIARY DESIGNATION
In accordance with the terms of the Lear Corporation Outside Directors
Compensation Plan (the "Plan"), the individual whose name appears below, who is
an Outside Director of the Lear Corporation (the "Company") hereby designates a
beneficiary or beneficiaries, with respect to his or her Accounts under the
Plan.
1. Primary Beneficiary. The following person, or persons, are hereby
designated as primary Beneficiary with respect to the percentage of the Outside
Director's unpaid Accounts indicated for each person:
Name:
- -------------------------------------------------------------------
Relationship:
- -------------------------------------------------------------------
Address:
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Percent:
- -------------------------------------------------------------------
Name:
- -------------------------------------------------------------------
Relationship:
- -------------------------------------------------------------------
Address:
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Percent:
- -------------------------------------------------------------------
Name:
- -------------------------------------------------------------------
Relationship:
- -------------------------------------------------------------------
Address:
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Percent:
- -------------------------------------------------------------------
2. Secondary Beneficiary. The following person, or persons, are hereby
designated as secondary Beneficiary with respect to the percentage of the
Outside Director's unpaid Accounts indicated for each person:
Name:
- -------------------------------------------------------------------
Relationship:
- -------------------------------------------------------------------
Address:
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Percent:
- -------------------------------------------------------------------
<PAGE> 12
Name:
- -------------------------------------------------------------------
Relationship:
- -------------------------------------------------------------------
Address:
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Percent:
- -------------------------------------------------------------------
Name:
- -------------------------------------------------------------------
Relationship:
- -------------------------------------------------------------------
Address:
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Percent:
- -------------------------------------------------------------------
IN WITNESS WHEREOF, the Outside Director has duly executed this Beneficiary
Designation as of , 199 .
--------------------------------------
Outside Director's Signature
--------------------------------------
Outside Director's Name (please print)
2
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 4, 1997
included in Lear Corporation's Form 10-K for the year ended December 31, 1996,
and to all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
Detroit, Michigan
June 2, 1997
