LEAR CORP /DE/
LONG-TERM STOCK INCENTIVE PLAN 2003 DIRECTOR
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>6
<FILENAME>k82537exv10w14.txt
<DESCRIPTION>LONG-TERM STOCK INCENTIVE PLAN 2003 DIRECTOR
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.14

                                LEAR CORPORATION
                         LONG-TERM STOCK INCENTIVE PLAN

                   2003 DIRECTOR NONQUALIFIED, NONTRANSFERABLE
                        STOCK OPTION TERMS AND CONDITIONS

                  1.       Definitions. Any term capitalized herein but not
defined will have the meaning set forth in the Plan.

                  2.       Term, Vesting and Exercise of the Stock Option.

                  (a)      If the Participant remains a member of the Board of
the Company, the Stock Option will expire ten years from the Grant Date. If the
Participant ceases to be a member of the Board of the Company before the tenth
anniversary of the Grant Date, his or her right to exercise the Stock Option
after the termination of his or her service as a Director will be only as
provided in Section 3.

                  (b)      The Stock Option will vest and become exercisable on
the earlier of: (i) the third anniversary of the Grant Date; and (ii) the
Participant's End of Service Date, death or Disability. Notwithstanding anything
contained herein to the contrary, the right (whether or not vested) of a
Participant to exercise the Stock Option will be forfeited if the Committee
determines, in its sole discretion, that (i) the Participant has entered into a
business or employment relationship which is detrimentally competitive with the
Company or substantially injurious to the Company's financial interests; (ii)
the Participant has been discharged from service on the Board of the Company for
Cause; or (iii) the Participant has performed acts of willful malfeasance or
gross negligence in a matter of material importance to the Company or an
Affiliate.

                  (c)      The Stock Option may be exercised by written notice
to the Company indicating the number of Shares being purchased. The notice must
be signed by the Participant and must be accompanied by full payment of the
Exercise Price in accordance with Section 4. When the Stock Option is vested and
exercisable, it may be exercised in whole at any time or in part from time to
time as to any or all full Shares under the Stock Option. Notwithstanding the
foregoing, the Stock Option may not be exercised for fewer than 100 Shares at
any one time or, if fewer, all the Shares that are then subject to the Stock
Option.

                  3.       Termination of Service. Subject to the forfeiture
provisions of clause 2(b) above, a Participant's right to exercise the Stock
Option after termination of his or her service as a Director will be only as
follows:

                  (a)      End of Service. If the Participant experiences an End
of Service Date, the Stock Option will immediately vest and become exercisable,
and the Participant will have the right for three years following his or her End
of Service Date (but not later than the date on

<PAGE>

which the Stock Option would otherwise expire), to exercise the Stock Option.
However, if the Participant dies prior to the end of the three-year period after
the End of Service Date, his or her estate will have the right to exercise the
Stock Option until the earliest to occur of: (i) three years following the
Participant's End of Service Date; (ii) thirteen months after the Participant's
death; and (iii) the date on which the Stock Option would otherwise expire under
clause 2(a) above. The Participant's "End of Service Date" is the later to occur
of : (x) the end of his or her service as a director on the Board; and (y) the
end of any written consulting arrangement or other written agreement between the
Participant and the Company or an Affiliate pursuant to which the Participant
provides personal services to the Company or an Affiliate, but in each case only
if the Board determines on or about the End of Service Date that this clause
3(a) will apply to the Participant.

                  (b)      Disability or Death. If the Participant's service on
the Board terminates due to Disability or death, the Stock Option will
immediately vest and become exercisable, and the Participant (or in the case of
death, the Participant's estate) will have the right for a period of thirteen
months following the date of the termination (but not later than the date on
which the Stock Option would otherwise expire) to exercise the Stock Option.

                  (c)      Other Termination. If the Participant's service on
the Board terminates for any reason other than those provided in clauses 3(a) or
(b), the Participant or his or her estate (in the event of his or her death
after termination) will immediately forfeit the right (whether or not vested) to
exercise the Stock Option.

                  4.       Medium and Time of Payment.

                  (a)      The Exercise Price for each Share subject to the
Stock Option will be the Fair Market Value on the date the Stock Option is
granted. The Exercise Price must be paid in United States dollars. The Exercise
Price may be paid in cash, by certified check, by cashier's check, with Shares,
or using any combination of those forms of payment. If any Shares used to pay
all or part of the Exercise Price were acquired through the exercise of a stock
option granted by the Company, or by way of another Company award, those Shares
must have been held by the Participant for at least one year. A certified or
cashier's check used to pay all or part of the Exercise Price must be made
payable to the order of the Company at the time of purchase.

                  (b)      The Exercise Price must be paid in full before any
Shares will be issued pursuant to the Stock Option.

                  (c)      Any withholding tax, up to the minimum withholding
requirement for supplemental wages will be paid with Shares issueable to the
Participant upon exercise under this Stock Option. Shares used to satisfy the
Exercise Price and/or any minimum required withholding tax will be valued at
their Fair Market Value as of the date of exercise.

                                      -2-
<PAGE>

                  5.       Transferability of Stock Option and Shares Acquired
Upon Exercise of Stock Option. This Stock Option is transferable only by will or
the laws of descent and distribution, or pursuant to a domestic relations order
(as defined in Code Section 414(p)). The Stock Option will be exercisable during
the Participant's lifetime only by the Participant or by his or her guardian or
legal representative. The Committee may, in its discretion, require a guardian
or legal representative to supply it with evidence the Committee deems necessary
to establish the authority of the guardian or legal representative to exercise
the Stock Option on behalf of the Participant. Except as limited by applicable
securities laws and the provisions of Section 6 hereof, Shares acquired upon
exercise of this Stock Option will be freely transferable.

                  6.       Securities Law Requirements.

                  (a)      If required by the Company, the notice of exercise of
the Stock Option must be accompanied by the Participant's written
representation: (i) that the stock being acquired is purchased for investment
and not for resale or with a view to its distribution; (ii) acknowledging that
the stock has not been registered under the Securities Act of 1933, as amended
(the "1933 Act"); and (iii) agreeing that the stock may not be sold or
transferred unless either there is an effective Registration Statement for it
under the 1933 Act, or in the opinion of counsel for the Company, the sale or
transfer will not violate the 1933 Act. This Stock Option will not be
exercisable in whole or in part, nor will the Company be obligated to sell any
Shares subject to the Stock Option, if exercise and sale may, in the opinion of
counsel for the Company, violate the 1933 Act (or other federal or state
statutes having similar requirements), as it may be in effect at that time.

                  (b)      The Stock Option is subject to the further
requirement that, if at any time the Committee determines in its discretion that
the listing or qualification of the Shares subject to the Stock Option under any
securities exchange requirements or under any applicable law, or the consent or
approval of any governmental regulatory body, is necessary as a condition of, or
in connection with, the granting of the Stock Option or the issuance of Shares
under it, the Stock Option may not be exercised in whole or in part, unless the
necessary listing, qualification, consent or approval has been effected or
obtained free of any conditions not acceptable to the Committee.

                  (c)      No person who acquires Shares pursuant to this Stock
Option may, during any period of time that person is an affiliate of the Company
(within the meaning of the rules and regulations of the Securities and Exchange
Commission under the 1933 Act) sell the Shares, unless the offer and sale is
made pursuant to (i) an effective registration statement under the 1933 Act,
which is current and includes the Shares to be sold, or (ii) an appropriate
exemption from the registration requirements of the 1933 Act, such as that set
forth in Rule 144 promulgated under the 1933 Act. With respect to individuals
subject to Section 16 of the Exchange Act, transactions under this Stock Option
are intended to comply with all applicable conditions of Rule 16b-3, or its
successors under the Exchange Act. To the extent any provision of the Stock
Option or action by the Committee fails to so comply, the Committee may
determine, to the extent permitted by law, that the provision or action will be
null and void.

                                      -3-
<PAGE>

                  7.       No Obligation to Exercise Stock Option. The granting
of the Stock Option imposes no obligation upon the Participant (or upon a
transferee of the Participant to exercise the Stock Option.

                  8.       No Limitation on Rights of the Company. The grant of
the Stock Option will not in any way affect the right or power of the Company to
make adjustments, reclassification or changes in its capital or business
structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all
or any part of its business or assets.

                  9.       Plan and Stock Option Not a Contract of Employment.
Neither the Plan nor this Stock Option is a contract of employment, and no terms
of service of the Participant as a member of the Board of the Company will be
affected in any way by the Plan, this Stock Option or related instruments except
as specifically provided therein. Neither the establishment of the Plan nor this
Stock Option will be construed as conferring any legal rights upon the
Participant for a continuation of employment or service as a member of the Board
of the Company, nor will it interfere with the right of the Company or any
Affiliate to discharge the Participant and to treat him or her without regard to
the effect that treatment might have upon him or her as a Participant.

                  10.      Participant to Have No Rights as a Stockholder. The
Participant will have no rights as a stockholder with respect to any Shares
subject to the Stock Option prior to the date on which he or she is recorded as
the holder of those Shares on the records of the Company. The Participant will
not have the rights of a stockholder until he or she has paid the Exercise Price
in full.

                  11.      Notice. Any notice or other communication required or
permitted hereunder must be in writing and must be delivered personally, or sent
by certified, registered or express mail, postage prepaid. Any such notice will
be deemed given when so delivered personally or, if mailed, three days after the
date of deposit in the United States mail, in the case of the Company to 21557
Telegraph Road, P. O. Box 5008, Southfield, Michigan, 48086-5008, Attention:
General Counsel and, in the case of the Participant, to the last known address
of the Participant in the Company's records.

                  12.      Governing Law. This document and the Stock Option
will be construed and enforced in accordance with, and governed by, the laws of
the State of Michigan, determined without regard to its conflict of law rules.

                  13.      Plan Document Controls. The rights granted under this
Stock Option document are in all respects subject to the provisions of the Plan
to the same extent and with the same effect as if they were set forth fully
herein. If the terms of this document or the Stock Option conflict with the
terms of the Plan document, the Plan document will control.

                                      -4-

</TEXT>
</DOCUMENT>
