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受 (1) Aptiv PLC 2024 年長期獎勵計劃之條款及細則約束。計劃」)、(2) 頒獎通知書（」獎項通知」）及 (3)《RSU 獎勵協議》（」協議」)，本公司特此授予閣下（」參與者」) RSU 的獎項（」RSU」) 如下所反映（」獎項」)。每個 RSU 代表獲得公司一（1）股普通股的機會（a」分享」) 在滿足本獎勵通知及本協議中所載的條款及細則後，須受本計劃條款約束。此處使用的大寫字詞，但未在本獎勵通知或協議中定義的詞彙應具有計劃中所指明的含義。如果獎勵通知、協議及計劃的條文發生衝突，則以本計劃的條文為準。

授予您的aptiv plc股份相關的RSU（即“權益代理”）在授予日期受（1）獎勵通知書 - RSU（即“Award Notice”）以及（2）這份RSU獎勵協議（即“協議”），連同所有條款和條件。或者為法定目的而成立的人士，其業務或活動（“法定機構”）包括對各種公共機構的員工福利計劃、養老金計劃、保險計劃開展投資基金管理；，此刻已併入參照。在此處使用的大寫術語但未在獎勵通知書或本協議中定義的詞語，應參照計劃中指定的含義。如果獎勵通知書、本協議和計劃的規定之間存在衝突，則計劃的規定將優先。

(ii) 如果參與者在役期限前因除了如上條款（i）所述以外的任何其他原因而終止與董事會的服務，RSU股份的相應比例將於終止日期當天確定，而RSU股份的另一部分將在終止日期當天沒有任何付款即被沒收。根據此條款（ii），在參與者根據此條款終止服務時確定的RSU股份的相應比例應等於(A) 獎勵下面的RSU股份總數， 70%（C）四捨五入至小數點後第二位。如果發生股票分割、股票股利、資本重組或類似交易，則轉換可能會受到調整。 (B) 一個分數，分子是賦予日和終止日期之間的完整月份數，分母是12。

(b)替代形式的結算。根據計劃第7(e)條的規定，儘管協議中有任何相悖之處，公司可以自行選擇以以下方式結算任何限制性股票單位（RSUs）：(i)以現金支付，若以股份結算被禁止依當地法律，或需參與者或公司在參與者居住國家的政府和/或監管機構獲批准，或將對參與者或公司造成不利稅務後果，或過於繁瑣；或(ii)以股份結算，但要求參與者立即或在參與者終止服務後的特定期限內出售該股份（在這種情況下，參與者謹授予公司權利代表參與者向任何第三方經紀/管理人發出賣出指示）。

第5節。紅利等值物如果在授予日起至交付予受益人RSUs相應的股份之日止的期間內派發了與股息相關的股份，則受益人有資格獲得金額等同於受益人在支付該股息時將收到的股息金額，該金額將根據該股息支付時的時間計算並投資於額外的RSUs。根據協議第3條規定，對任何被沒收的本獎勵部分不應支付此金額。此金額將以額外股份的形式支付給受益人，日期為將RSUs歸屬的股份交付予受益人的日期；前提是評議委員會保留自由裁量權，在計劃中未授權和無法提供足夠數量的股份發行時，支付該金額現金而非RSUs。根據本第5條，受益人有資格按照本第5條應收到的RSUs而稱為本獎勵的RSUs。優先股東所持有的公司普通股.”

(a)股份發行在交付確定的RSU並且如適用，任何股息股份後，這些股份將以薄記入方式證明；然而，本協議不限制受限制方從招聘或聘用該公司或購買者在至少六個月前終止雇傭的任何此類員工；且委員會可能判斷這些股份應以其他適當的方式證明，包括發行股票或股票證明書。任何此等碎股將四捨五入至最接近的整股。

第七條。資料隱私公司註冊地址位於愛爾蘭都柏林2號漢諾威碼頭5號，酌情在該計劃下授予RSUs。除與公司根據該計劃授予RSUs及持續管理此類獎勵有關聯外，公司提供關於其數據收集、處理和轉移做法的以下信息。參加者接受RSUs授予，即明確且明確同意此處所描述的個人數據活動。

(a)數據收集、處理和使用。公司收集、處理和使用參與者的個人數據以及所有股票單位或其他所有權資格獎勵，包括已獲授予、取消、行使、獲得、或留存的有利於參與者的所有股票單位或任何其他資產授予。

Company receives from the Participant. In granting the RSUs under the Plan, the Company will collect the Participant’s personal data for purposes of allocating Shares and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and usage of the Participant’s personal data is the Participant’s consent.

(b)Stock Plan Administration Service Provider. The Company transfers the Participant’s personal data to Fidelity Stock Plan Services, LLC, an independent service provider based in the United States of America, which assists the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share the Participant’s personal data with another company that serves in a similar manner. The Stock Plan Administrator will open an account for the Participant to receive and trade Shares acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to the Participant’s ability to participate in the Plan.

(c)International Data Transfers. The Company and the Stock Plan Administrator are based in the United States of America. The Participant should note that the Participant’s country of residence may have enacted data privacy laws that are different from the United States of America. The Company’s legal basis for the transfer of the Participant’s personal data to the United States of America is the Participant’s consent.

(d)Voluntariness and Consequences of Consent Denial or Withdrawal. The Participant’s participation in the Plan and the Participant’s grant of consent is purely voluntary. The Participant may deny or withdraw the Participant’s consent at any time. If the Participant does not consent, or if the Participant later withdraws the Participant’s consent, the Participant may be unable to participate in the Plan.

(e)Data Subjects Rights. The Participant may have a number of rights under the data privacy laws in the Participant’s country of residence. For example, the Participant’s rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in the Participant’s country of residence, and/or (vi) request a list with the names and addresses of any potential recipients of the Participant’s personal data. To receive clarification regarding the Participant’s rights or to exercise the Participant’s rights, the Participant should contact the Aptiv Privacy Office (privacy@aptiv.com) for further information on how the Company processes the Participant’s data.

(a)Notices. All notices, requests and other communications under this Agreement shall be in writing and shall be delivered in person (by courier or otherwise), mailed by certified or registered mail, return receipt requested, or sent by email, with confirmation of receipt, as follows:

or to such other address or email as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed received on the next succeeding business day in the place of receipt.

(b)Entire Agreement. This Agreement, the Plan and any other agreements referred to herein and therein and any attachments referred to herein or therein, constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties with respect to the subject matter hereof.

(c)Amendment; Waiver. No amendment or modification of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company and the Participant, except that the Committee may amend or modify this Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. Any amendment or modification of or to any provision of this Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given.

(d)Severability. The Agreement shall be enforceable to the fullest extent allowed by law. In the event that any provision of the Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, then that provision shall be reduced, modified or otherwise conformed to the relevant law, judgment or determination to the degree necessary to render it valid and enforceable without affecting the validity, legality or enforceability of any other provision of the Agreement or the validity, legality

or enforceability of such provision in any other jurisdiction. Any provision of the Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be deemed severable from the remainder of the Agreement, and the remaining provisions contained in the Agreement shall be construed to preserve to the maximum permissible extent the intent and purposes of the Agreement.

(f)Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on anyone other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

(h)Acknowledgement of Discretionary Nature of the Plan; No Vested Rights. The Participant acknowledges and agrees that the Plan is established voluntarily by the Company, is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of this Award under the Plan is a one-time benefit and does not create any contractual or other right to receive an award or benefits in lieu of an award in the future. Future awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the award, the number of RSUs subject to the award, and the vesting provisions applicable to the award.

(i)No Employment Rights. The grant of this Award does not create a right to employment and shall not be interpreted as forming an employment or service contract with the Company and shall not interfere with the ability of the Company to terminate the Participant’s service relationship.

(j)Participant Undertaking. By accepting this Award, the Participant acknowledges and agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or give effect to any of the obligations or restrictions imposed on the Participant pursuant to the provisions of the Agreement.

(k)Compliance with Law. As a condition to the Company’s grant of this Award, the Participant agrees to repatriate all payments attributable to the Shares and cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence. In addition, the Participant also agrees to take any and all actions, and consent to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local laws, rules and regulations in the Participant’s country of residence. Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal, regulatory and tax obligations under local laws, rules and regulations in the Participant’s country of residence.

(l)Electronic Delivery. The Company may, in its sole discretion, elect to deliver any documents related to this Award granted to the Participant by electronic means. By accepting this Award, the Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

(m)Insider Trading and Market Abuse Laws. Depending on the Participant’s country of residence or where the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect the Participant’s ability to acquire, sell or otherwise dispose of the Shares during such times as the Participant is considered to have “inside information” regarding the Company or its business (as defined by the laws of the Participant’s country of residence). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before the Participant possessed inside information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties (including employees of the Company and its Affiliates) or causing them otherwise to buy or sell securities. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions and that the Participant should consult with the Participant’s personal advisor on this matter.

(n)English Language. If the Participant is in a country where English is not an official language, the Participant acknowledges that the Participant is sufficiently proficient in English to understand the terms and conditions of the Agreement or has had the ability to consult with an advisor who is sufficiently proficient in the English language. The Participant further acknowledges and agrees that by accepting this Award, it is the Participant’s express intent that the Agreement, the Award Notice, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to this Award, be drawn up in English. If the Participant has received the Agreement, the Award Notice, the Plan or any other documents related to this Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

(o)Plan. The Participant acknowledges and understands that material definitions and provisions concerning this Award and the Participant’s rights and obligations with respect thereto are set forth in the Plan. The Participant has read carefully, and understands, the provisions of the Plan.

(p)Risk Statement. The Participant acknowledges and accepts that the future value of the Shares is unknown and cannot be predicted with certainty and that the value of this Award at the time when the RSU Shares are delivered may be less than the value of the Award on the Grant Date. The Participant understands that if the Participant is in any doubt as to whether the Participant should accept this Award, the Participant should obtain independent advice.

(q)No Advice Regarding Grant. No employee of the Company is permitted to advise the Participant regarding the Participant’s participation in the Plan or the acquisition or sale of the Shares underlying this Award. The Participant is hereby advised to consult with the Participant’s personal tax, legal and financial advisors prior to taking any action related to the Plan.

(r)Private Placement. The grant of this Award is not intended to be a public offering of securities in the Participant’s country of residence but instead is intended to be a private placement. As a private placement, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law) at the time of grant, and the grant of this Award is not subject to the supervision of the local securities authorities.

(s)Governing Law and Venue. The Agreement shall be governed by the laws of the State of New York, without application of the conflicts of law principles thereof. The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to) this Award, the Agreement and/or the Plan shall be exclusively in the courts in the U.S. State of Michigan, County of Oakland, including the U.S. federal courts located therein (should U.S. federal jurisdiction exist).


參與者			#參與者姓名#
授予日期			#授予日期#
股票期權數量			#授予數量#


分配時間表
發行日期			RSU發放比例
[•]			100%


Name:
Title:

PARTICIPANT
#ParticipantName#