I.

Adoption Date; Effective Date.  On February 20, 2017 (the “Adoption Date”), the Board adopted this Non-Employee Director Compensation Policy, to be effective January 1, 2017.  

II.

Retainers.  The following shall remain in effect until changed by the Board:

Annual Base Retainer*

All Non-Employee Directors other than Chairman

$240,000

Non-executive Chairman

$390,000

Lead Director Annual Supplemental Retainer*

$40,000

Committee Chair Annual Supplemental Retainers*

Audit Committee

$30,000

Compensation Committee

$20,000

Nominating and Corporate Governance Committee

$20,000

Compliance Committee

$20,000

III.

Payment Schedule

1)

Payment in Cash.  Fifty percent (50%) of the applicable Annual Base Retainer will be paid (a) in cash, (b) in advance, (c) on a quarterly basis and (d) prorated as described below.

“Quarterly Service Period”

Payment Date

May 1 to July 31

3 business days after the date of Annual General Meeting of Shareholders (“AGM”)

August 1 to October 31

August 1*

November 1 to January 31

November 1*

February 1 to April 30

February 1*

•

If a non-employee director is newly appointed or elected to the Board at the AGM, then his or her first quarterly cash payment will be prorated to reflect two full calendar months of service (e.g. if the AGM is in May, then the first quarterly cash payment will be with respect to service during June and July of such Quarterly Service Period).  

•

If a non-employee director is newly appointed or elected to the Board at any time other than at an AGM, then his or her first quarterly cash payment will be prorated to reflect the number of full calendar months of service between the effective date of the non-employee director’s appointment or election through the last day of the respective Quarterly Service Period (e.g. if a non-employee director is appointed to the Board on December 15, then his or her first quarterly cash payment will be with respect to service during January of such Quarterly Service Period), and will be paid on the third business day following the date of his or her appointment or election.

•

If a non-employee director is not re-elected at the AGM, or a newly-nominated individual is not elected as a non-employee director at the AGM, then he or she will not receive any cash payment for services during the month of such AGM.

2)

Payment in Stock. Subject to share availability under the amended and restated Autoliv, Inc. 1997 Stock Incentive Plan, as the same may be amended from time to time (the “Plan”), fifty percent (50%) of the applicable Annual Base Retainer will be paid in the form of restricted stock units (the “Annual RSU Award”) granted on the date that the AGM is held (or, if the person becomes a non-employee director at any time other than at an AGM, the first business day following the effective date on which the person becomes a non-employee director) (in either case, a “RSU Grant Date”). The Annual RSU Awards will be granted under, and subject to the terms and conditions of, the Plan, and will vest on the earlier of (i) date of the next AGM, or (ii) the one-year anniversary of the RSU Grant Date (the “RSU Vesting Date”), subject to the non-employee director’s continued service on the Board on the RSU Vesting Date. If a non-employee director’s service on the Board terminates for any reason prior to the RSU Vesting Date, then he or she will forfeit the Annual RSU Award. The number of RSUs granted pursuant to the Annual RSU Award will be determined by (A) dividing the amount that is fifty percent (50%) of the applicable Annual Base Retainer by the closing price of a share of Common Stock on the RSU Grant Date and (B) rounding to the nearest whole number. If a non-employee director is newly appointed or elected to the Board at any time other than at an AGM, then the dollar value of his or her Annual RSU Award will be prorated based on the number of full calendar months between the effective date of the non-employee director’s appointment or election through the month in which the next AGM will be held.  

1)

Pursuant to the Prior Program, each non-employee director received fifty percent (50%) of his or her applicable Annual Base Retainer paid in the form of fully-vested shares of Common Stock (“Fully-Vested Stock Grant”) on the date in each calendar year when the Company grants its annual incentives for employees for the coming year, as payment for service on the Board during the prior calendar year.  Notwithstanding the terms of the Prior Program, non-employee directors in service on the Adoption Date (“Current Non-Employee Directors”) will not receive their Fully-Vested Stock Grant originally scheduled to be made in February 2017 under the Prior Program, as consideration for his or her service through December 31, 2016.  Instead, such Fully-Vested Stock Grant shall be made on the date that the 2017 AGM is held (in addition to the Annual RSU Award to be granted on such date under the new program).  

2)

Each Current Non-Employee Director has received his or her cash payment (with respect to fifty percent (50%) of his Annual Base Retainer, as well as any applicable Lead Director Annual Supplemental Retainer and Committee Chair Annual Supplemental Retainer) originally scheduled to be paid in January 2017 under the Prior Program, as consideration for his service through December 31, 2016.

3)

Each Current Non-Employee Director (or a non-employee director that becomes a non-employee director during the Transition Period) will receive a one-time cash payment on the third business day following the date the 2017 AGM is held in satisfaction of both the cash and stock portion of the Annual Base Retainer and the Lead Director and Committee Chair annual supplemental retainers for service during the Transition Period (prorated based on the number of full months of service as a non-employee director during the Transition Period, if applicable).

4)

No additional stock will be granted as consideration for service during the Transition Period.