Form of Restricted Stock Agreement

Restriction Period. Except as otherwise provided in this Agreement, the Restriction Period for the shares of Restricted Stock awarded to the Employee under this Agreement (the “Awarded Shares”) shall commence with the Grant Date set forth above and shall end, for the percentage of the Awarded Shares indicated below, on the date when the Awarded Shares shall have vested in accordance with the following schedule provided that the Employee remains continuously employed by or in the service of the Company or an Affiliate through the applicable vesting date:

Book Entry Record.  The Company shall, as soon as administratively feasible after execution of this Agreement by the Employee, direct the Company’s transfer agent for the Stock to make a book entry record showing ownership for the Awarded Shares in the name of the Employee or take other action to evidence the issuance of the Awarded Shares as determined in the Company’s discretion, subject to the terms and conditions of the Plan and this Agreement and any other restrictions pursuant to applicable laws, rules or regulations or the requirements of any national securities exchange.  The Awarded Shares may be held in an account at the Company’s transfer agent pending vesting.

Termination of Employment. Except as otherwise provided in this Section 3 or Section 4 or as otherwise determined by the Committee in its sole discretion, the Employee shall forfeit the Awarded Shares that are unvested as of the effective date of the Employee’s Termination of Employment. For purposes of this Agreement (including for purposes of the Retirement definition), “Termination of Employment” shall mean the termination of the Employee’s employment by and service to the Company and its Affiliates. Notwithstanding the foregoing, except as otherwise determined by the Committee, in its sole discretion, at the time of the Employee’s Termination of Employment, Sections 3(a)-(c) below shall apply, to the extent applicable:

Change in Control. In the event of a Change in Control, this Award shall be treated in accordance with Section 16 of the Plan or as set forth in the Employee’s Change of Control Employment Agreement (if applicable), provided, however, that for purposes of Section 16.1(a)(5) of the Plan, the Employee will be considered to have terminated the Employee’s employment or service for “good reason” if the Employee’s termination either (a) meets the requirements set forth in Exhibit A attached to this Agreement or (b) constitutes a “good reason” termination under the Employee’s employment, retention, change in control, severance or similar agreement with the successor, purchaser, the Company, or any affiliate thereof, if any.

Stockholder Rights. Subject to the restrictions imposed by this Agreement and the Plan, the Employee shall have, with respect to the shares of Restricted Stock covered by this Award, all of the rights of a stockholder of the Company holding Stock, including the right to vote the Awarded Shares and the right to receive dividends; provided, however, that any cash dividends payable with respect to the shares of Restricted Stock covered by this Award shall be automatically reinvested in additional shares of Restricted Stock, the number of which shall be determined by multiplying (a) the number of Awarded Shares that the Employee has been issued under this Agreement as of the dividend record date that have not vested as of such record date by (b) the dividend paid on each Share, dividing the result by (c) the Fair Market Value of a Share on the dividend payment date, and (d) rounding the result to the nearest whole number. Such additional Shares so awarded shall vest at the same time, and to the same extent, as the shares of Restricted Stock to which they relate and shall be subject to the same restrictions, terms and conditions contained herein. Dividends payable with respect to the shares of Restricted Stock covered by this Award that are payable in Shares shall also be paid in the form of additional shares of Restricted Stock and shall vest at the same time, and to the same extent, as the shares of Restricted Stock to which they relate and shall be subject to the same restrictions, terms, and conditions contained herein.

Withholding. Regardless of any action the Company and/or the affiliate that employs the Employee (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility, and the Company and the Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Awarded Shares, including the grant of the Awarded Shares, the vesting of the Awarded Shares, the subsequent sale of any vested Awarded Shares and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of this Award to reduce or eliminate the Employee’s liability for Tax-Related Items.

Acquisition of Shares for Investment Purposes Only. By accepting this Award, the Employee hereby agrees with the Company as follows:

Clawback; Recoupment.  The Employee acknowledges and agrees that the terms and conditions set forth in the PHINIA Inc. Compensation Recovery Policy (as amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Employee, it may create additional rights for the Company with respect to the Employee’s Awarded Shares and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Employee by the Company. Notwithstanding any provisions in this Agreement to the contrary, any equity compensation awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Employee to the Company to the extent the Employee is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted by the Company, whether to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting this Award under the Plan and pursuant to this Agreement, the Employee consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Employee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup this Award, any gains or earnings related to this Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Employee of any such amounts, including from the Employee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.

Miscellaneous.