MERITOR AUTOMOTIVE, INC.
INCENTIVE COMPENSATION PLAN
The purposes of the Incentive Compensation Plan (the "Plan") are to provide a reward and an incentive to
employees in managerial, staff or technical capacities who have contributed in the then-current fiscal year and, in
the future, are likely to contribute to the success of the Corporation and to enhance the Corporation's ability to
attract and retain outstanding employees to serve in such capacities.
For the purpose of the Plan, the following terms shall have the meanings shown:
(a) Board of Directors. The Board of Directors of Meritor.
(b) Committee. The Compensation and Management Development Committee, designated by the Board of
Directors, consisting of three or more members of the Board of Directors who are not eligible to participate in the
(c) Corporation. Meritor and such of its subsidiaries and affiliates as may be designated by the Board of
(d) Employees. Persons in the salaried employ of the Corporation (including those on authorized leave of
absence) during some part of the fiscal year for which an award is made. Unless also an employee of the
Corporation, no member of the Board of Directors shall be eligible to participate in the Plan.
(e) Meritor. Meritor Automotive, Inc.
(f) Stock. Common stock of Meritor.
(a) The Chief Executive Officer of Meritor shall submit to the Committee, within 35 days after the end of each
fiscal year, recommendations concerning awards for that fiscal year.
(b) The Committee, in its discretion, shall annually following the close of the immediately preceding fiscal year,
determine (i) the extent to which awards, if any, shall be made; (ii) the employees to whom any such awards shall
be made; (iii) the amount of any award; and
(iv) the form, terms and conditions of awards. The Committee may determine, among other things, whether and
to what extent awards shall be paid in installments and in cash or in Stock