Exhibit 10.1

DANA HOLDING CORPORATION

NONQUALIFIED STOCK OPTION AGREEMENT

     THIS AGREEMENT is made as of                       , 20___ (the “Date of Grant”) by and between Dana Holding Corporation, a Delaware corporation (the “Company”), and                                                                  (the “Optionee”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Dana Holding Corporation 2008 Omnibus Incentive Plan, as amended from time to time (the “Plan”).

      WHEREAS , Optionee is an employee of the Company or one of its Subsidiaries;

      WHEREAS , the Company has established the Plan, a copy of which and related prospectus can be found by logging on to the Company’s Human Resources website at myhr.dana.com and selecting My Money or, free of charge, by written or telephonic request to the Company Secretary, and which Plan is made a part hereof;

      WHEREAS , the Company desires to grant to the Optionee an Option Right under the Plan and the terms hereinafter set forth; and

      WHEREAS, the Option Right is intended as a nonqualified stock option and shall not be treated as an “incentive stock option” within the meaning of that term under Section 422 of the Internal Revenue Code of 1986, as amended:

      NOW, THEREFORE , in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:

     1.  Grant of Option . Pursuant to the provisions of the Plan, the Company grants to the Optionee as of the Date of Grant an Option Right (the “Option”) to purchase                        shares of Common Stock at a price of $           per share, which represents at least the Market Value Per Share on the Date of Grant (the “Option Price”).

     2.  Right to Exercise .

     (a) Subject to Sections 2(b) and (c), 4 and 6 below, the Option will become exercisable to the extent of                        of the total number of shares of Common Stock underlying the Option on each of the first                   anniversaries of the Date of Grant if the Optionee remains continuously employed by either the Company or any Subsidiary until such time. To the extent the Option is exercisable, it may be exercised in whole or in part.

     (b) Notwithstanding Section 2(a) above, the Option shall become immediately exercisable in full, if at any time prior to the termination of the Option, a Change in Control shall occur.

     (c) Notwithstanding Section 2(a) above, if the Optionee should die or become Disabled while in the employ of the Company or any Subsidiary, this Option shall immediately become exercisable in full and shall remain exercisable until terminated in accordance with Section 4 below.

     3.  Payment . The Option Price shall be payable (a) in cash or by check or by wire transfer of immediately available funds, as acceptable to the Company, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted shares of Common Stock that have been owned by the Optionee for more than six (6) months prior to the date of exercise, or (c) by a combination of such methods of payment. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a bank or a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares being purchased so that the net proceeds of the sale transaction will at least equal the Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business.

     4.  Termination . This Option shall terminate on the earliest of the following dates:

     (a) The date on which the Optionee ceases to be an employee of the Company or any Subsidiary, if the Optionee’s employment with the Company or a Subsidiary is terminated for Cause;

     (b) Six (6) months after the Optionee ceases to be an employee of the Company or a Subsidiary, unless the Optionee ceases to be such employee by reason of death, Disability, Normal Retirement or termination for Cause;

     (c) One (1) year after the death of the Optionee if the Optionee dies while an employee of the Company or a Subsidiary (in which case the Option becomes immediately exercisable in full pursuant to Section 2(c) herein);

     (d) Three (3) years after the permanent and total disability of the Optionee if the Optionee becomes Disabled (as described in Section 2(c) above) while an employee of the Company or a Subsidiary; and

     (e) Ten (10) years from the Date of Grant.

     5.  Option Nontransferable . This Option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution.

     6.  Compliance with Law . The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided , however , that notwithstanding any other provision of this Agreement, this Option shall not be exercisable if such exercise would result in a violation of any such law.

     7.  Adjustments . The Company shall make any adjustments in the Option Price and in the number or kind of shares of Common Stock or other securities covered by the Option that the Company may determine to be equitably required to prevent any dilution or expansion of Optionee’s rights under this Agreement that otherwise would result from any (a) stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, spin-off, split-off, spin-out, split-up, separation, reorganization, partial or complete liquidation involving the Company or other distribution of assets, issuance of rights or warrants to purchase securities of the Company, or (c) other transaction or event having an effect similar to any of those referred to in Section 7(a) or 7(b) hereof. Furthermore, in the event that any transaction or event described or referred to in the

immediately preceding sentence shall occur, the Company shall provide in substitution of any or all of Optionee’s rights under this Agreement such alternative consideration as the Company may determine in good faith to be equitable under the circumstances. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Board may in its sole discretion elect to cancel such Option Right without any payment to the Optionee holding such Option Right.

     8.  No Dividend Equivalents . The Optionee shall not be entitled to dividend equivalents.

     9.  Taxes and Withholding . If the Company shall be required to withhold any federal, state, local or foreign tax in connection with the exercise of this Option, it shall be a condition to such exercise that the Optionee pay or make arrangements satisfactory to the Company for payment of all such taxes. The Optionee may elect that all or any part of such withholding requirement be satisfied by retention by the Company of a portion of the shares purchased upon exercise of this Option. If such election is made, the shares so retained shall be credited against such withholding requirement at the Market Value Per Share on the date of exercise. In no event, however, shall the Company accept shares of Common Stock for payment of taxes in excess of required tax withholding rates.

     10.  Continuous Employment . For purposes of this Agreement, the continuous employment of the Optionee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the Optionee shall not be deemed to have ceased to be an employee of the Company or Subsidiary, by reason of (a) the transfer of the Optionee’s employment among the Company and its Subsidiaries or (b) an approved leave of absence.

     11.  No Employment Contract . This Option is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. Nothing in this Agreement will give the Optionee any right to continue employment with the Company or any Subsidiary, as the case may be, or interfere in any way with the right of the Company or a Subsidiary to terminate the employment of the Optionee.

     11.  Relation to Other Benefits . Any economic or other benefit to Optionee under this Agreement or the Plan shall not be taken into account or considered as salary or compensation in determining any benefits to which Optionee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or any Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.

     12.  Information . Information about the Optionee and the Optionee’s participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. The Optionee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within the Optionee’s country or elsewhere, including the United States of America. The Optionee consents to the processing of information relating to the Optionee and the Optionee’s participation in the Plan in any one or more of the ways referred to above.

     13.  Relation to Plan . This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan. The Board (or a committee of the Board) acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided

otherwise herein, have the right to determine any questions which arise in connection with the grant of the Option hereunder.

     14.  Compliance with Section 409A of the Code . To the extent applicable, it is intended that the options granted under this Agreement and the Plan be “stock rights” exempt from the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Optionee. This Agreement and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

     15.  Amendments . Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided , however , that no amendment shall adversely affect the rights of the Optionee under this Agreement without the Optionee’s consent (provided, however, that the Optionee’s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code).

     16.  Severability . If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.

     17.  Successors and Assigns . Without limiting Section 5 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Optionee, and the successors and assigns of the Company.

     18.  Governing Law . This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware, without giving effect to any principles of conflict of laws thereof.

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     Executed in the name and on behalf of the Company at Toledo, Ohio, as of the date first above written.

     The undersigned Optionee hereby acknowledges receipt of an executed original of this Agreement and accepts the Option Rights or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.

Exhibit 10.2

DANA HOLDING CORPORATION

RESTRICTED STOCK UNITS AGREEMENT

     THIS AGREEMENT is made as of                                            , 20___ (the “Date of Grant”) by and between Dana Holding Corporation, a Delaware corporation (the “Company”), and                                                                  (the “Grantee”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Dana Holding Corporation 2008 Omnibus Incentive Plan, as amended from time to time (the “Plan”).

      WHEREAS , Grantee is an employee of the Company or one of its Subsidiaries;

      WHEREAS , the Company has established the Plan, a copy of which and related prospectus can be found by logging on to the Company’s Human Resources website at myhr.dana.com and selecting My Money or, free of charge, by written or telephonic request to the Company Secretary, and which Plan made a part hereof;

      WHEREAS, the Company desires to grant to the Grantee an award of Restricted Stock Units (“RSUs”) under the Plan and the terms hereinafter set forth:

      NOW, THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:

     1.  Award of RSUs . Pursuant to the provisions of the Plan, the Company grants ___ RSUs to the Grantee as of the Date of Grant.

     2.  Payment of RSUs . The RSUs covered by this Agreement shall become payable to the Grantee if they become nonforfeitable in accordance with Sections 3, 4, or 5 hereof.

     3.  Vesting of RSUs . Subject to the terms and conditions of Sections 4, 5 and 6 hereof, the Grantee’s right to receive the shares of Common Stock subject to the RSUs shall become nonforfeitable to the extent of one hundred percent (100%) of the total number of RSUs on the third anniversary of the Date of Grant (the “Vesting Date”) if the Grantee remains continuously employed by the Company or any of its Subsidiaries until such time.

     4.  Effect of Change in Control . In the event a Change in Control occurs prior to the RSUs becoming nonforfeitable as provided in Section 3 above and while the Grantee is an employee of the Company or any Subsidiary, the RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee. However, if the Change in Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code and if the Grantee had become eligible for Retirement before the Change in Control, then issuance of the Common Shares underlying the RSUs (or payment of any other form of consideration into which the Common Shares underlying the RSUs may have been converted in connection with the Change in Control) will be made, to the extent necessary to comply with the provisions of Section 409A of the Code, to the Grantee on the earlier of (a) the Grantee’s “separation from service” with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code) (or, if the Grantee is a “specified employee” as determined

pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, the date of issuance or payment shall be the first day of the seventh month after the date of the Grantee’s separation from service with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code), (b) the Vesting Date under Section 3, or (c) the Grantee’s death.

     5.  Effect of Termination Due to Death, Disability, Retirement . Notwithstanding Section 3 above, if the Grantee dies or becomes Disabled while in the employ of the Company or any Subsidiary, or in the event of the Normal Retirement of the Grantee, the RSUs covered by this Agreement shall immediately become nonforfeitable and payable to the Grantee. However, if the event triggering the right to payment under this Agreement is the Grantee’s Normal Retirement and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, the date of issuance shall be the first day of the seventh month after the date of the Grantee’s separation from service with the Company or any of its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code.

     6.  Other Employment Terminations . In the event that the Grantee’s employment shall terminate in a manner other than any specified in Sections 4 or 5 hereof, the Grantee shall forfeit any RSUs that have not become nonforfeitable by such Grantee at the time of such termination.

     7.  Form and Time of Payment of RSUs . Except as otherwise provided for in Section 10, payment for the RSUs shall be made in form of shares of Common Stock at the time they become nonforfeitable or otherwise become payable in accordance with Sections 3, 4 or 5 hereof. To the extent that the Company is required to withhold any federal, state, local or foreign taxes in connection with the delivery of shares of Common Stock to the Grantee or any other person under this Agreement, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of such delivery that the Grantee shall pay such taxes or make arrangements that are satisfactory to the Company for payment thereof. The Grantee may elect to have the number of shares of Common Stock to be delivered to the Grantee or such other person reduced (based on the Market Value Per Share as of the date the RSUs become payable) to provide for the taxes required to be withheld, with any fractional shares that would otherwise be delivered being rounded up to the next nearest whole share. In no event, however, shall the Market Value Per Share of the shares of Common Stock to be withheld and/or delivered pursuant to this Section to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld. The Board (or the Compensation Committee) may, at its discretion, adopt any alternative method of providing for taxes to be withheld.

     8.  Payment of Dividend Equivalents . From and after the Date of Grant and until the earlier of (a) the time when the RSUs become nonforfeitable and payable in accordance with Sections 3, 4, or 5 hereof or (b) the time when the Grantee’s right to receive shares of Common Stock upon payment of RSUs is forfeited in accordance with Section 6 hereof, on the date that the Company pays a cash dividend (if any) to holders of shares of Common Stock generally, the Grantee shall be entitled to a number of additional whole RSUs determined by dividing (i) the product of (A) the dollar amount of the cash dividend paid per share of Common Stock on such date and (B) the total number of RSUs (including dividend equivalents paid thereon) previously

credited to the Grantee as of such date, by (ii) the Market Value Per Share on such date. Such dividend equivalents (if any) shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the RSUs to which the dividend equivalents were credited.

     9.  RSUs Nontransferable . Neither the RSUs granted hereby nor any interest therein or in the shares of Common Stock related thereto shall be transferable or assignable other than by will or the laws of descent and distribution prior to payment.

     10.  Adjustments . The Company shall make any adjustments in the number of RSUs or other securities covered by this Agreement that the Company may determine to be equitably required to prevent any dilution or expansion of Grantee’s rights under this Agreement that otherwise would result from any (a) stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, spin-off, split-off, spin-out, split-up, separation, reorganization, partial or complete liquidation involving the Company or other distribution of assets, issuance of rights or warrants to purchase securities of the Company, or (c) other transaction or event having an effect similar to any of those referred to in Sections 10(a) or 10(b) hereof. Furthermore, in the event that any transaction or event described or referred to in the immediately preceding sentence shall occur, the Company may provide in substitution of any or all of Grantee’s rights under this Agreement such alternative consideration as the Company may determine in good faith to be equitable under the circumstances.

     11.  Compliance with Section 409A of the Code . To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Grantee. This Agreement and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

     12.  Continuous Employment . For purposes of this Agreement, the continuous employment of the Grantee with the Company or any Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company or Subsidiary, by reason of the (a) transfer of the Grantee’s employment among the Company and its Subsidiaries or (b) an approved leave of absence.

     13.  No Employment Contract . The grant of the RSUs to the Grantee is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. The grant of the RSUs and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. Nothing in this Agreement will give the Grantee any right to continue employment with the Company or any Subsidiary, as the case may be, or interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee.

     14.  Information . Information about the Grantee and the Grantee’s participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. The Grantee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within the Grantee’s country or elsewhere, including the United States of America. The Grantee consents to the processing of information relating to the Grantee and the Grantee’s participation in the Plan in any one or more of the ways referred to above.

     15.  Relation to Plan . This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan. The Board (or a committee of the Board) acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the RSUs.

     16.  Amendments . Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided , however , that no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee’s consent (provided, however, that the Grantee’s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code).

     17.  Severability . If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.

     18.  Compliance with Law . The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided , however , that notwithstanding any other provision of this Agreement, the RSUs covered by this Agreement shall not be paid if the payment thereof would result in violation of any such law.

     19.  Successors and Assigns . Without limiting Section 9 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.

     20.  Governing Law . This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware, without giving effect to any principles of conflict of laws thereof.

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     Executed in the name and on behalf of the Company at Toledo, Ohio, as of the date first above written.

     The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the right to receive the RSUs or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.

Exhibit 10.3

DANA HOLDING CORPORATION

PERFORMANCE SHARES AGREEMENT

     THIS AGREEMENT is made as of                                            , 20___ (the “Date of Grant”) by and between Dana Holding Corporation, a Delaware corporation (the “Company”), and                                                                  (the “Grantee”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Dana Holding Corporation 2008 Omnibus Incentive Plan (the “Plan”), as amended from time to time (the “Plan”).

      WHEREAS , Grantee is an employee of the Company or one of its Subsidiaries;

      WHEREAS , the Company has established the Plan, a copy of which and related prospectus can be found by logging on to the Company’s Human Resources website at myhr.dana.com and selecting My Money or, free of charge, by written or telephonic request to the Corporate Secretary, and which Plan made a part hereof; and

      WHEREAS , the Company desires to grant to the Grantee an award of                                             Performance Shares (the “Target Performance Shares”) payment of which depends on the Company’s performance as set forth in this Agreement and in a statement of performance goals (the “Statement of Performance Goals”) approved by the Company.

      NOW, THEREFORE , in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:

     1.  Earning of Target Performance Shares .

          (a) Performance Measure : The Grantee’s right to receive all of, any portion of, or more than, the Target Performance Shares will be contingent upon the achievement of specified levels of performance by the Company (“Dana Performance Goals”), as set forth in the Statement of Performance Goals and will be measured over the period from January 1, 20___ through December 31, 20___ (the “Performance Period”).

          (b) Below Threshold : If, upon the conclusion of the Performance Period, Dana Performance Goals for the Performance Period falls below the threshold level, as set forth in the performance matrix (“Performance Matrix”) contained in the Statement of Performance Goals, [no] Performance Shares for the Performance Period shall become earned.

          (c) Threshold : If, upon the conclusion of the Performance Period, Dana Performance Goals for the Performance Period equals the threshold level, as set forth in the Performance Matrix contained in the Statement of Performance Goals, ___% of the Target Performance Shares for the Performance Period shall become earned.

          (d) Between Threshold and Target : If, upon the conclusion of the Performance Period, Dana Performance Goals exceed the threshold level, but is less than the target level, as set forth in the Performance Matrix contained in the Statement of Performance Goals, the Target Performance Shares shall become earned based on performance during the

Performance Period, as determined by mathematical straight-line interpolation between ___% of the Target Performance Shares and ___% of the Target Performance Shares.

          (e) Target : If, upon the conclusion of the Performance Period, Dana Performance Goals for the Performance Period equals the target level, as set forth in the Performance Matrix contained in the Statement of Performance Goals, 100% of the Target Performance Shares for the Performance Period shall become earned.

          (f) Between Target and Maximum : If, upon the conclusion of the Performance Period, Dana Performance Goals exceed the target level, but is less than the maximum level, as set forth in the Performance Matrix contained in the Statement of Performance Goals, the Target Performance Shares shall become earned based on performance during the Performance Period, as determined by mathematical straight-line interpolation between ___% of the Target Performance Shares and ___% of the Target Performance Shares.

          (g) Equals or Exceeds Maximum : If, upon the conclusion of the Performance Period, Dana Performance Goals for the Performance Period equals or exceeds the maximum level, as set forth in the Performance Matrix contained in the Statement of Performance Goals, ___% of the Target Performance Shares shall become earned.

          (h) Conditions; Determination of Earned Award : Except as otherwise provided herein, the Grantee’s right to receive any Performance Shares is contingent upon his or her remaining in the continuous employ of the Company or a Subsidiary through the end of the Performance Period. Following the Performance Period, the Board shall determine whether and to what extent the goals relating to Dana Performance Goals have been satisfied for the Performance Period and shall determine the number of Target Performance Shares that shall have become earned hereunder.

          (i) Modification of Management Objectives : If the Company determines that a change in the business, operations, corporate structure or capital structure of the Corporation, the manner in which it conducts business or other events or circumstances render the measurement of Dana Performance Goals to be unsuitable, the Company may modify the calculation of Dana Performance Goals or the related minimum acceptable level of achievement, in whole or in part, as the Company deems appropriate.

          (j) Determination Regarding Dana Performance Goals : All determinations involving Dana Performance Goals shall be calculated based on Generally Accepted Accounting Principles in effect at the time Dana Performance Goals are established without regard to any change in accounting standards that may be required by the Financial Accounting Standards Board after the goals are established. Before any Performance Shares are earned or paid, the Compensation Committee and/or Board must certify that any applicable Management Objectives related to the grant of Target Performance Shares have been satisfied.

     2.  Pro Rata Earning of Target Performance Shares .

          (a) Death, Permanent and Total Disability or Retirement : Notwithstanding Section 1(j), if, during the Performance Period, but before the payment of any Performance Shares as set forth in Section 4, the Grantee dies or becomes Disabled while in the employ of the

Company or any Subsidiary or in the event of the Normal Retirement of the Grantee during the Performance Period, then the Grantee shall be entitled to receive such number of the Target Performance Shares as is determined pursuant to Section 1 at the conclusion of the Performance Period as if the Grantee had remained in the continuous employ of the Company or a Subsidiary through the end of the Performance Period, based on the Dana Performance Goals during the Performance Period, prorated, based on the number of whole months that Grantee was employed by the Company or any Subsidiary during the Performance Period. Notwithstanding the foregoing, With respect to Performance Shares intended to qualify as “performance-based compensation” within the meaning of section 162(m)4(C), in the event of a Normal Retirement, there will be no distribution of such Performance Shares prior to the attainment of the relevant performance objectives.

          (b) Change in Control : Notwithstanding Section 1(j), if, during the Performance Period, but before the payment of any Performance Shares as set forth in Section 4, a Change in Control of the Company occurs while Grantee is an employee of the Company or any Subsidiary, then the Grantee shall be entitled to receive a pro rata number of the Target Performance Shares provided for under Section 1(e).

     3.  Forfeiture of Award . Except to the extent Grantee has earned the right to receive Performance Shares pursuant to Sections 1 or 2 hereof, Grantee’s right to receive Performance Shares shall be forfeited automatically and without further notice on the date that Grantee ceases to be an employee of the Company or any Subsidiary prior to the last day of the Performance Period or, in the event that Section 2(b) applies, on the date on which the Change in Control occurs. In the event that Grantee shall intentionally commit an act that the Compensation Committee and/or Board determines to be materially adverse to the interests of the Company or any Subsidiary, Grantee’s right to receive Performance Shares covered by this Agreement shall be forfeited at the time of that determination notwithstanding any other provision of this Agreement.

     4.  Payment of Performance Shares .

          (a) Except as provided in Sections 4(b) and 4(c), Performance Shares earned as provided in Section 1 hereof shall be paid to Grantee in shares of Common Stock in the calendar year immediately following the close of the Performance Period to which the award relates, but in no event later than two and one-half (2 1/2) months after the close of the Performance Period.

          (b) The prorated portion of the Target Performance Shares earned pursuant to Section 2(a) hereof shall be paid to Grantee or his or her executor or administrator, as the case may be, in shares of Common Stock in the calendar year immediately following the last day of the Performance Period, but in no event later than two and one-half (2 1/2) months after the close of the Performance Period to which the award relates.

          (c) The prorated portion of the Target Performance Shares earned pursuant to Section 2(b) shall be paid to Grantee in shares of Common Stock as soon as practicable following the Change in Control, but in no event later than two and one-half (2 1/2) months following the end of the year in which the Change in Control occurs.

     5.  Transferability . Grantee’s right to receive any Performance Shares shall not be transferable nor assignable by Grantee other than by will or by the laws of descent and distribution.

     6.  Right to Terminate Employment . Nothing contained in this Agreement shall confer upon Grantee any right with respect to continuance of employment by the Company or any Subsidiary, nor limit or affect in any manner the right of the Company or any Subsidiary to terminate the employment or adjust the compensation of Grantee.

     7.  Taxes and Withholding . To the extent that the Company is required to withhold any federal, state, local or foreign taxes in connection with the payment of any Performance Shares in shares of Common Stock, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the payment of any Performance Shares that the Grantee shall pay such taxes or make arrangements that are satisfactory to the Company for the payment thereof.

     8.  Payment of Dividends . No dividends shall be accrued or earned with respect to any Performance Shares until such Performance Shares are earned by the Grantee as provided in this Agreement.

     9.  Adjustments . In the event of any change in the aggregate number of outstanding shares of Common Stock by reason of (a) any stock dividend, extraordinary dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any Change in Control, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization or partial or complete liquidation, or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing, then the Board shall adjust the number of Target Performance Shares or Performance Shares then held by the Grantee in such manner as to prevent dilution or enlargement of the rights of the Grantee that otherwise would result from such event. Moreover, in the event of any such transaction or event, the Board (or a committee of the Board), in its discretion, may provide in substitution for any or all of the Grantee’s rights under this Agreement such alternative consideration as it may determine to be equitable in the circumstances.

     10.  Compliance with Section 409A of the Code . To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Grantee. This Agreement and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed, temporary or final regulations, or any other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

     11.  Compliance with Law . The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided , however , that notwithstanding any other provision of this Agreement, Performance Shares shall not be paid if the payment thereof would result in a violation of any such law.

     12.  Amendments . Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided , however , that no amendment shall adversely affect the rights of Grantee under this Agreement without Grantee’s consent (provided, however, that the Grantee’s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code).

     13.  Severability . In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

     14.  Relation to Plan . This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Compensation Committee and/or Board acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein or in the plan, have the right to determine any questions which arise in connection with the grant of Target Performance Shares.

     15.  Successors and Assigns . Without limiting Section 5 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Grantee, and the successors and assigns of the Company.

     16.  Governing Law . The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof.

     17.  Notices . Any notice to the Company provided for herein shall be in writing to the Company and any notice to Grantee shall be addressed to Grantee at his or her address on file with the Company. Except as otherwise provided herein, any written notice shall be deemed to be duly given if and when delivered personally or deposited in the United States mail, first class certified or registered mail, postage and fees prepaid, return receipt requested, and addressed as aforesaid. Any party may change the address to which notices are to be given hereunder by written notice to the other party as herein specified (provided that for this purpose any mailed notice shall be deemed given on the third business day following deposit of the same in the United States mail).

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     Executed in the name and on behalf of the Company at Toledo, Ohio as of the date first written above.

     The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the right to receive any Performance Shares or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.

The cash allowance will be excluded from benefit and incentive compensation calculations under Dana’s benefit programs and will not be eligible for deferral under any Dana plan or arrangement.