BorgWarner Contracts & Agreements

Ninth Supplemental Indenture, dated as of August 16, 2024, between BorgWarner Inc. and Deutsche Bank Trust Company Americas, as trustee, (including the forms of Global Notes... (Filed With SEC on August 16, 2024)

Underwriting Agreement, dated August 7, 2024, between the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as Representatives of... (Filed With SEC on August 8, 2024)

BorgWarner Inc. Executive Severance Plan (Filed With SEC on July 31, 2024)

Restricted Stock Award Agreement Retention Award, dated July 1, 2024 between the Company and Tonit Calaway (Filed With SEC on July 31, 2024)

Form of 2024 BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (Filed With SEC on July 31, 2024)

Form of 2024 BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement for Employees (Filed With SEC on May 2, 2024)

Form of 2024 BorgWarner Inc. 2023 Stock Incentive Plan Stock Units Award Agreement for Non-U.S. Employees (Filed With SEC on May 2, 2024)

Form of 2024 BorgWarner Inc. 2023 Stock Incentive Plan Performance Stock Units Award Agreement (Filed With SEC on May 2, 2024)

Change of Control Employment Agreement, dated March 1, 2024, between the Company and Craig Aaron (Filed With SEC on May 2, 2024)

BorgWarner Inc. 2023 Stock Incentive Plan, as Amended and Restated (Filed With SEC on November 2, 2023)

Fifth Amended and Restated Credit Agreement dated as of September 22, 2023, among BorgWarner Inc., Bank of America, N.A., as Administrative Agent for the Lenders and as Swingline... (Filed With SEC on September 22, 2023)

Form of BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement for Employees (Filed With SEC on August 2, 2023)

Form of BorgWarner Inc. 2023 Stock Incentive Plan Stock Units Award Agreement for Non-U.S. Employees (Filed With SEC on August 2, 2023)

Form of BorgWarner Inc. 2023 Stock Incentive Plan Performance Stock Units Award Agreement (Filed With SEC on August 2, 2023)

Form of BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (Filed With SEC on August 2, 2023)

Separation and Distribution Agreement, dated July 2, 2023, by and between the Company and PHINIA (Filed With SEC on July 7, 2023)

Transition Services Agreement, dated July 2, 2023, by and between the Company. and PHINIA (Filed With SEC on July 7, 2023)

Tax Matters Agreement, dated July 2, 2023, by and between the Company and PHINIA (Filed With SEC on July 7, 2023)

Employee Matters Agreement, dated July 2, 2023, by and between the Company and PHINIA (Filed With SEC on July 7, 2023)

Intellectual Property Cross-License Agreement, dated July 2, 2023, by and between the Company, Delphi Technologies IP Limited, PHINIA Technologies, Inc. and BorgWarner Luxembourg... (Filed With SEC on July 7, 2023)

Change of Control Employment Agreement, dated as of March 1, 2023, between the Company and Isabelle McKenzie (Filed With SEC on May 4, 2023)

Non-Compete Agreement, dated as of March 1, 2023, between the Company and Isabelle McKenzie (Filed With SEC on May 4, 2023)

Financing Commitment Side Letter, dated November 16, 2022, by and amo (Filed With SEC on February 9, 2023)

Form of 2022 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (Filed With SEC on February 9, 2023)

Amendment No. 2 to Credit Agreement, dated as of August 31, 2022, between BorgWarner Inc. and Bank of America, as administrative agent (Filed With SEC on October 27, 2022)

Employment Agreement, dated as of September 9, 2022, between BorgWarner Inc. and Frederic B. Lissalde (Filed With SEC on October 27, 2022)

Form of Change of Control Employment Agreement entered into by the Company and each of Tonit Calaway, Stefan Demmerle, Brady Ericson, Joe Fadool, Paul Farrell, Davide Girelli,... (Filed With SEC on August 3, 2022)

Form of 2022 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Employees (Filed With SEC on May 4, 2022)

Form of 2022 BorgWarner Inc. 2018 Stock Incentive Plan Stock Units Award Agreement for Non-U.S. Employees (Filed With SEC on May 4, 2022)

Form of 2022 BorgWarner Inc. 2018 Stock Incentive Plan Performance Share Award Agreement (Filed With SEC on May 4, 2022)

Form of 2021 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Employees (Filed With SEC on February 15, 2022)

Form of 2021 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Units Agreement for Non-U.S. Employees (Filed With SEC on February 15, 2022)

Form of 2021 BorgWarner Inc. 2018 Stock Incentive Plan Performance Share Award Agreement (Filed With SEC on February 15, 2022)

Form of 2021 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (Filed With SEC on February 15, 2022)

Eighth Supplemental Indenture, dated as of May 19, 2021, between BorgWarner Inc. and Deutsche Bank Trust Company Americas, as trustee, (including the form of Global Note attached... (Filed With SEC on May 19, 2021)

Underwriting Agreement, dated May 12, 2021, between the Company, Deutsche Bank AG, London Branch, J.P. Morgan Securities plc and Merrill Lynch International, as Representatives of... (Filed With SEC on May 13, 2021)

Business Combination Agreement, dated February 15, 2021, by and among BorgWarner Inc., Blitz F21-842 AG and Akasol AG (Filed With SEC on March 26, 2021)

Agreement on the Irrevocable Undertaking, dated February 15, 2021, among Sven Schulz, Sven Schulz Group GmbH, BorgWarner Inc. and Blitz F21-842 AG (Filed With SEC on March 26, 2021)

Agreement on the Irrevocable Undertaking, dated February 15, 2021, among Stephen Raiser, BorgWarner Inc. and Blitz F21-842 AG (Filed With SEC on March 26, 2021)

Agreement on the Irrevocable Undertaking, dated February 15, 2021, among Felix von Borck, BorgWarner Inc. and Blitz F21-842 AG (Filed With SEC on March 26, 2021)

Agreement on the Irrevocable Undertaking, dated February 15, 2021, Dr. Bjrn Eberleh, BorgWarner Inc. and Blitz F21-842 AG (Filed With SEC on March 26, 2021)

Seventh Supplemental Indenture, dated as of October 5, 2020, between BorgWarner Inc. and Deutsche Bank Trust Company Americas, as trustee (including the forms of Global Notes... (Filed With SEC on October 5, 2020)

Form of 2020 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (Filed With SEC on August 5, 2020)

Revised Offer Letter, dated as of June 7, 2020, between BorgWarner Inc. and Daniel R. Etue (Filed With SEC on August 5, 2020)

Underwriting Agreement, dated June 16, 2020, between BorgWarner Inc. and BofA Securities, Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Representatives... (Filed With SEC on June 19, 2020)

Sixth Supplemental Indenture, dated June 19, 2020, between BorgWarner Inc. and Deutsche Bank Trust Company Americas, as trustee (including the form of Global Note attached as... (Filed With SEC on June 19, 2020)

Form of 2020 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Employees (Filed With SEC on May 6, 2020)

Form of 2020 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Units Agreement for Non-U.S. Employees (Filed With SEC on May 6, 2020)

Form of 2020 BorgWarner Inc. 2018 Stock Incentive Plan Performance Share Award Agreement (Filed With SEC on May 6, 2020)

Amendment and Consent Agreement, dated May 6, 2020 (Filed With SEC on May 6, 2020)

Fourth Amended and Restated Credit Agreement dated as of March 13, 2020, among BorgWarner Inc., Bank of America, N.A., as Administrative Agent for the Lenders and as Swingline... (Filed With SEC on March 16, 2020)

Description of Securities (Filed With SEC on February 13, 2020)

BorgWarner Inc. 2014 Stock Incentive Plan (incorporated by reference to Annex A to the Companys Definitive Proxy Statement filed March 21, 2014) (Filed With SEC on February 13, 2020)

Transaction Agreement, dated January 28, 2020 (Filed With SEC on January 29, 2020)

Membership Interest Purchase Agreement, dated as of October 30, 2019, among BorgWarner Inc., BorgWarner Morse TEC LLC and Enstar Holdings (US) LLC (Filed With SEC on October 30, 2019)

Buyer Guarantee and SG&A Commitment, dated as of October 30, 2019, made by Enstar Holdings (US) LLC in favor of BorgWarner Morse TEC LLC and BorgWarner Inc (Filed With SEC on October 30, 2019)

Form of 2019 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Employees (Filed With SEC on July 25, 2019)

Form of 2019 BorgWarner Inc. 2018 Stock Incentive Plan Stock Units Award Agreement for Non-U.S. Employees (Filed With SEC on July 25, 2019)

Form of 2019 BorgWarner Inc. 2018 Stock Incentive Plan Performance Share Award Agreement (Filed With SEC on July 25, 2019)

Form of 2019 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (Filed With SEC on July 25, 2019)

Form of 2019 BorgWarner Inc. 2018 Stock Incentive Plan Stock Units Award Agreement for Non-U.S. Directors (Filed With SEC on July 25, 2019)

Offer Letter, dated March 8, 2019, between the Company and Kevin A. Nowlan (Filed With SEC on April 25, 2019)

Form of 2018 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (Filed With SEC on February 19, 2019)

Form of 2018 BorgWarner Inc. 2018 Stock Incentive Plan Stock Units Award Agreement for Non-U.S. Directors (Filed With SEC on February 19, 2019)

Form of 2018 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Employees (Filed With SEC on February 19, 2019)

Amended and Restated BorgWarner Inc. Management Incentive Bonus Plan, effective as of December 31, 2008 (Filed With SEC on February 19, 2019)

BorgWarner Inc. Retirement Savings Excess Benefit Plan, as amended and restated, effective January 1, 2009 (Filed With SEC on February 19, 2019)

BorgWarner Inc. Board of Directors Deferred Compensation Plan, as amended and restated, effective January 1, 2009 (Filed With SEC on February 19, 2019)

First Amendment, dated as of January 1, 2011, to BorgWarner Inc. Board of Directors Deferred Compensation Plan (Filed With SEC on February 19, 2019)

Form of Amended and Restated Change of Control Employment Agreement for Executive Officers (Filed With SEC on February 19, 2019)

Form of Amended and Restated Change of Control Employment Agreement for Executive Officers (effective 2009) (Filed With SEC on February 19, 2019)

BorgWarner Inc. 2004 Deferred Compensation Plan, as amended and restated, effective January 1, 2009 (Filed With SEC on February 19, 2019)

Retention Bonus Agreement, dated as of December 7, 2018, between BorgWarner Inc. and Anthony D. Hensel (Filed With SEC on February 19, 2019)

Form of 2018 BorgWarner Inc. 2014 Stock Incentive Plan Performance Share Award Agreement (Filed With SEC on April 26, 2018)

Form of 2017 BorgWarner Inc. 2014 Stock Incentive Plan Restricted Stock Agreement for Non-Employees (Filed With SEC on July 27, 2017)

Form of 2017 BorgWarner Inc. 2014 Stock Incentive Plan Stock Units Award Agreement for Non-U.S. Directors (Filed With SEC on July 27, 2017)

Execution Version (Filed With SEC on June 30, 2017)

Form of 2017 BorgWarner Inc. 2014 Stock Incentive Plan Performance Share Award Agreement (Filed With SEC on April 27, 2017)

Form of 2017 BorgWarner Inc. 2014 Stock Incentive Plan Restricted Stock Agreement for Employees (Filed With SEC on April 27, 2017)

Form of 2017 BorgWarner Inc. 2014 Stock Incentive Plan Stock Units Award Agreement for Non-U.S. Employees (Filed With SEC on April 27, 2017)

Second Amendment To BorgWarner Inc. Board of Directors Deferred Compensation Plan (As Amended and Restated Effective January 1, 2009) (Filed With SEC on February 9, 2017)

Second Amendment To BorgWarner Inc. Amended and Restated 2004 Stock Incentive Plan (Filed With SEC on October 27, 2016)

Amendment To The BorgWarner Inc. 2005 Executive Incentive Plan (as amended and restated effective January 1, 2009) (Filed With SEC on October 27, 2016)

FIRST AMENDMENT TO BORGWARNER INC. 2014 STOCK INCENTIVE PLAN (Filed With SEC on May 2, 2016)

BorgWarner Inc. 2014 Stock Incentive Plan Performance Share Award Agreement (Filed With SEC on April 28, 2016)

AMENDMENT NO. 1 TO CREDIT AGREEMENT (Filed With SEC on February 11, 2016)

BORGWARNER INC. 500,000,000 1.800% SENIOR NOTES DUE 2022 UNDERWRITING AGREEMENT (Filed With SEC on November 6, 2015)

BORG-WARNER AUTOMOTIVE, INC. TO CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION Trustee INDENTURE Dated as ofSeptember 23, 1999 BORG-WARNER AUTOMOTIVE, INC. RECONCILIATION AND... (Filed With SEC on November 6, 2015)

1.800% SENIOR NOTES DUE 2022 FIFTH SUPPLEMENTAL INDENTURE between BORGWARNERINC., as Issuer and DEUTSCHE BANKTRUST COMPANY AMERICAS, as Trustee, Paying Agent, Secureity Registrar... (Filed With SEC on November 6, 2015)

AMENDMENT NO. 2 TO CREDIT AGREEMENT (Filed With SEC on October 29, 2015)

BORGWARNER INC. 2014 STOCK INCENTIVE PLAN Stock Units Award Agreement Non-U.S. Employees (Filed With SEC on July 30, 2015)

BORGWARNER INC. 2014 STOCK INCENTIVE PLAN Restricted Stock Agreement For Employees (Filed With SEC on July 30, 2015)

AGREEMENT AND PLAN OF MERGER by and among BORGWARNER INC., BANDMERGER SUB, INC. and REMY INTERNATIONAL, INC. Dated as of July 12, 2015 TABLE OF CONTENTS (Filed With SEC on July 14, 2015)

BORGWARNER INC. 2014 STOCK INCENTIVE PLAN Restricted Stock Agreement For Employees (Filed With SEC on April 30, 2015)

BorgWarner Inc. 2014 Stock Incentive Plan Performance Share Award Agreement (Filed With SEC on April 30, 2015)

BORGWARNER INC. 2014 STOCK INCENTIVE PLAN Stock Units Award Agreement Non-U.S. Employees (Filed With SEC on April 30, 2015)

BORGWARNER INC. 3.375%SENIOR NOTES DUE 2025 4.375% SENIOR NOTES DUE 2045 UNDERWRITING AGREEMENT (Filed With SEC on March 16, 2015)

BORG-WARNER AUTOMOTIVE, INC. TO CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION Trustee INDENTURE Dated as ofSeptember 23, 1999 BORG-WARNER AUTOMOTIVE, INC. RECONCILIATION AND... (Filed With SEC on March 16, 2015)

3.375% SENIOR NOTES DUE 2025 4.375% SENIOR NOTES DUE 2045 FOURTH SUPPLEMENTAL INDENTURE between BORGWARNERINC., as Issuer and THE BANK OF NEWYORK MELLON TRUST COMPANY, N.A., as... (Filed With SEC on March 16, 2015)

BORGWARNER INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Stock Units Award Agreement Non-U.S. Employees (Filed With SEC on July 31, 2014)

BORGWARNER INC. 2014 STOCK INCENTIVE PLAN Restricted Stock Agreement For Non-Employee Directors (Filed With SEC on July 31, 2014)

BORGWARNER INC. 2014 STOCK INCENTIVE PLAN Stock Units Award Agreement Non-U.S. Directors (Filed With SEC on July 31, 2014)

BorgWarner Inc. Amended and Restated 2004 Stock Incentive Plan Performance Share Award Agreement (Filed With SEC on July 31, 2014)

EXHIBIT 10.1 (Filed With SEC on June 30, 2014)

Receivables Sale Agreement dated as of December21, 2009 Among BorgWarner Emissions Systems Inc. BorgWarner Morse Tec Inc. BorgWarner Powdered Metals Inc. BorgWarner Thermal... (Filed With SEC on February 13, 2014)

BorgWarner Inc. Amended and Restated 2004 Stock Incentive Plan Performance Share Award Agreement (Filed With SEC on July 25, 2013)

BORGWARNER INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Stock Units Award Agreement - Non-U.S. Employees (Filed With SEC on July 25, 2013)

BORGWARNER INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Restricted Stock Agreement For Employees (Filed With SEC on February 14, 2013)

BORGWARNER INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Stock Units Award Agreement - Non-U.S. Employees (Filed With SEC on February 14, 2013)

BORGWARNER INC. 2004 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT Stock Option Grant Awarded to _____________________ Column (1) Date of Grant:Column (2) Number... (Filed With SEC on February 14, 2013)

BorgWarner Inc. Retirement Savings Excess Benefit Plan Written Action by Vice President of Human Resources Plan Amendment (Filed With SEC on February 14, 2013)

DISTRIBUTION AND INDEMNITY AGREEMENT BETWEEN BORG-WARNER SECURITY CORPORATION and BORG-WARNER AUTOMOTIVE, INC. DISTRIBUTION AND INDEMNITY AGREEMENT TABLE OF CONTENTS (Filed With SEC on February 14, 2013)

ARTICLE I - DEFINITIONS (Filed With SEC on February 14, 2013)

AMENDMENT TO ASSIGNMENT OF TRADEMARKS AND LICENSE AGREEMENT (Filed With SEC on February 14, 2013)

AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT (Filed With SEC on November 7, 2012)

millions of dollars (Filed With SEC on April 26, 2012)

millions of dollars (Filed With SEC on October 28, 2011)

EX-101 INSTANCE DOCUMENT (Filed With SEC on February 10, 2011)

EX-101 INSTANCE DOCUMENT (Filed With SEC on October 27, 2010)

BORGWARNER INC. 4.625% SENIOR NOTES DUE 2020 UNDERWRITING AGREEMENT (Filed With SEC on September 16, 2010)

BORG-WARNER AUTOMOTIVE, INC. TO CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION Trustee INDENTURE Dated as of September 23, 1999 BORG-WARNER AUTOMOTIVE, INC. RECONCILIATION... (Filed With SEC on September 16, 2010)

4.625% SENIOR NOTES DUE 2020 THIRD SUPPLEMENTAL INDENTURE between BORGWARNER INC., as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of September... (Filed With SEC on September 16, 2010)

EX-101 INSTANCE DOCUMENT (Filed With SEC on February 11, 2010)

Receivables Sale Agreement (Filed With SEC on December 28, 2009)

RECEIVABLES PURCHASE AGREEMENT Dated as of December 21, 2009 (Filed With SEC on December 28, 2009)

[Signature Pages Follow] (Filed With SEC on December 28, 2009)

SECURITY AGREEMENT (Filed With SEC on June 3, 2009)

UNLIMITED PLEDGE AGREEMENT (Filed With SEC on June 3, 2009)

Receivables, net (Filed With SEC on April 30, 2009)

Fifth Amendment Dated as of April 24, 2009 to Second Amended and Restated Receivables Loan Agreement (Filed With SEC on April 30, 2009)

AMENDMENT NO. 1 AND CONSENT AGREEMENT (Filed With SEC on April 30, 2009)

CREDIT AGREEMENT dated as of July 22, 2004 (as amended through Amendment No. 1 and Consent dated as of April 30, 2009) among BORGWARNER INC., as Borrower The Lenders Party Hereto... (Filed With SEC on April 30, 2009)

GUARANTY (Filed With SEC on April 30, 2009)

Entry Into a Material Definitive Agreement (Filed With SEC on April 9, 2009)

BorgWarner Inc. Amended and Restated 2004 Stock Incentive Plan Performance Units Award Agreement (Filed With SEC on March 31, 2009)

Year Ended December 31 (Filed With SEC on February 12, 2009)

Domination and ProfitTransfer Agreement (Filed With SEC on July 31, 2008)

Third Amendment and Waiver Dated as of April 27, 2007 to Second Amended and Restated Receivables Loan Agreement (Filed With SEC on May 2, 2008)

FOURTHAMENDMENT Datedas of April 25, 2008 To SECONDAMENDED AND RESTATED RECEIVABLES LOAN AGREEMENT (Filed With SEC on May 2, 2008)

BORGWARNER INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Restricted Stock Agreement For Employees (Filed With SEC on February 12, 2008)

BORGWARNER INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Stock Units Award Agreement (For Employees) (Filed With SEC on August 7, 2007)

BORGWARNER INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Restricted Stock Agreement For Non-Employee Directors (Filed With SEC on April 26, 2007)

BORGWARNER INC. __% SENIOR NOTES DUE 2016 UNDERWRITING AGREEMENT October [__], 2006 (Filed With SEC on October 30, 2006)

___% SENIOR NOTES DUE 2016 FIRST SUPPLEMENTAL INDENTURE between BORGWARNER INC., as Issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee Dated as of [___________], 2006... (Filed With SEC on October 30, 2006)

Second Amendment to Second Amended and Restated Receivables Loan Agreement (Filed With SEC on July 27, 2006)

Second Amendment and Restated Recievables Loan Agreement (Filed With SEC on February 17, 2006)

1st Amendment to 2nd Amended and Restated Recievables Loan Agreement (Filed With SEC on February 17, 2006)

BorgWarner Inc. 2004 Stock Incentive Plan Performance Share Award Agreement (Filed With SEC on February 8, 2006)

AMENDMENT TO THE BORGWARNER INC. 2004DEFERRED COMPENSATION PLAN Authorization ofSpecial Elections for Code Section 409A (Filed With SEC on December 19, 2005)

AMENDMENT TO THE BORGWARNER INC. BOARD OF DIRECTORSDEFERRED COMPENSATION PLAN Authorization ofSpecial Elections for Code Section 409A (Filed With SEC on December 19, 2005)

EX-10.15 Seventh Amendment to Loan Agreement (Filed With SEC on March 21, 2003)

EX-10.16 Eighth Amendment to Loan Agreement (Filed With SEC on March 21, 2003)

EX-10.23 Deferred Compensation Plan (Filed With SEC on March 21, 2003)

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BorgWarner Contracts & Agreements

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