Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) and (e)

On September 21, 2022, Thomas A. DiDonato tendered written notice to the Board of Directors (the "Board") of Lear Corporation (the "Company") of his intent to retire from employment with the Company, effective September 30, 2023 (the "Retirement Date"). In anticipation of his retirement, Mr. DiDonato also tendered written notice of his resignation as Senior Vice President and Chief Administrative Officer, effective January 15, 2023 (the "Effective Date"). Mr. DiDonato will continue to serve as a non-executive employee of the Company, in a transition and advisory role, until the Retirement Date. Harry A. Kemp, who currently serves as the Company's Senior Vice President, General Counsel and Corporate Secretary, has been appointed to serve as Mr. DiDonato's replacement as Senior Vice President, Chief Administrative Officer and General Counsel.

In connection with the transition, the Company and Mr. DiDonato entered into an Amended and Restated Employment Agreement (the "A&R DiDonato Agreement"), on September 21, 2022. Under the A&R DiDonato Agreement, Mr. DiDonato will serve as a non-executive employee of the Company in a consulting and advisory role, from the Effective Date through the Retirement Date (or Mr. DiDonato's earlier termination in accordance with the terms of the A&R DiDonato Agreement) (the "Term"). During the Term, Mr. DiDonato will assist with the leadership transition as reasonably requested, in exchange for which Mr. DiDonato will receive a base salary of $10,000 per month. The A&R DiDonato Agreement otherwise contains terms substantially similar to those of Mr. DiDonato's employment agreement, dated April 2, 2012, except that, in the event that Mr. DiDonato's employment terminates for any reason during the Term, Mr. DiDonato will not be entitled to receive any cash severance benefits.

The foregoing description of the A&R DiDonato Agreement is a summary only and is qualified in its entirety by reference to its full text, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending October 1, 2022, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits



(d)  Exhibits

   Exhibit
    Number           Exhibit Description

     104             Cover Page Interactive Data File (embedded within the Inline XBRL document).


                                       2

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