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 (Date of earliest event reported): January 5, 2006
Dana
Corporation
(Exact name of registrant as specified in its charter)
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| Virginia
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1-1063
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34-4361040 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number) |
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| 4500 Dorr Street, Toledo, Ohio
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43615 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (419) 535-4500
(Former name or former address, if changed since last report)
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:
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On
January 5, 2006, Dana Corporation (Dana) and Nick L. Stanage,
President — Heavy Vehicle
Products, entered into an agreement creating a Supplemental Executive Retirement Plan (the Plan) to
provide Mr. Stanage with certain non-qualified retirement
benefits designed to replace certain qualified and
non-qualified retirement benefits from his prior employer that he forfeited upon leaving that
employment. The Plan is an unfunded pension plan subject to the Employee Retirement Income Security
Act of 1974, as amended.
Under the terms of the Plan, if Mr. Stanage continues employment with Dana to his normal
retirement age (age 62),he will receive a “normal retirement benefit” of $2,095,500, payable in a
lump sum. If Mr. Stanage dies, becomes disabled or is involuntarily terminated from employment by
Dana for any reason other than “cause,” as defined in the Plan, before he reaches age 62, he will
be entitled to a portion of his normal retirement benefit (not exceeding 100%) equal to the greater
of (i) his normal retirement benefit multiplied by (years of “credited service,” as defined in the
Plan, divided by 15-4/12) or (ii) 50% of his normal retirement benefit.
The Plan further provides that if, after August 29, 2010 and before he reaches age 62, Mr.
Stanage elects to retire or resign voluntarily or if his employment is terminated by Dana for
cause, in lieu of any other benefit payable under the Plan, he will be entitled to a pro rata share
(not exceeding 100%) of his normal retirement benefit, calculated by multiplying his normal
retirement benefit by (years of credited service divided by 15-4/12).
Finally, the Plan provides that in the event of a “change in control” of Dana, as defined in
the Plan and subject to Section 409A of the Internal Revenue Code, Mr. Stanage’s normal retirement
benefit will become fully vested and he will be entitled to a lump sum payment within 30 days.
A copy of the Plan, without exhibits, is set out in the attached Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Supplemental Executive Retirement Plan for Nick Stanage
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