tmm8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of
Report: August 7, 2007
BORGWARNER
INC.
(Exact
name of registrant as specified in its charter)
Delaware
1-12162
13-3404508
(State
of
Incorporation) (Commission File No.) (IRS Employer Identification
No.)
3850
Hamlin Road
Auburn
Hills, MI 48326
(Address
of principal executive offices)
Registrant'
telephone number, including area code:
(248)
754-9200
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under theExchange
Act (17 CFR 240.13e-4(c))
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Item
5.02(e) Compensatory Arrangements for Certain Officers
On
August
3, 2007 the Compensation Committee awarded 126,637 Stock Units to the Company’s
Chairman and Chief Executive Officer, Timothy Manganello, pursuant to the
BorgWarner Inc. Amended and Restated 2004 Stock Incentive Plan, (the
“Plan”). Each Stock Unit represents a contingent right to receive one
share of common stock, par value $.01 of the Company (“Stock”). This
award was made in recognition of the outstanding performance of the Company
and
Mr. Manganello’s leadership in achieving that success, and to assure, to the
extent possible, continued retention of Mr. Manganello’s services as Chairman
and Chief Executive Officer.
The
Stock
Units vest as follows:
Except
as
described below, vested Stock Units will be settled in stock of the Company
upon
termination of employment, subject to any delay required by law.
If
the
Company terminates Mr. Manganello’s employment for Cause (as defined in the
Plan), Mr. Manganello will forfeit any unvested Stock Units and will forfeit
the
right to receive Stock in respect of vested Stock Units.
If
Mr.
Manganello voluntarily terminates employment with the Company (other than
for
Good Reason, as defined), Mr. Manganello will forfeit unvested Stock Units
and
if, prior to the first to occur of a Change of Control (as defined in the
Plan)
or August 3, 2010, Mr. Manganello joins or provides consultation or advisory
services to a competitor, the award agreement requires Mr. Manganello to
also
return any then-vested portion of the award.
The
award
agreement provides for 100% vesting of the Stock Units in the event of death,
disability, involuntary separation other than for cause, termination of
employment by Mr. Manganello for Good Reason and in the event of a Change
in
Control (as defined in the Plan).
Item
9.01
Financial Statements and Exhibits
(c)
Exhibits
10.1
Form of
BorgWarner Inc. Amended and Restated 2004 Stock Incentive Plan, Stock Units
Award Agreement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
BORGWARNER
INC.
/s/
John
J. Gasparovic
__________________________________
John
J.
Gasparovic
Vice
President, General Counsel & Secretary