Form of Restricted Unit Grant Agreement For U.s. Employees

Exhibit 10.9

FORM OF

WABCO HOLDINGS INC.

RESTRICTED UNIT GRANT AGREEMENT

FOR U.S. EMPLOYEES WABCO HOLDINGS INC., a Delaware corporation (" Grantor" ), hereby grants to (" Participant" ), an employee of Grantor or one of its subsidiaries, Restricted Units, pursuant to and subject to the terms and conditions set forth in the Grantor' s Omnibus Incentive Plan (the " Plan" ) and to such further terms and conditions as are set forth below in this Restricted Unit Grant Agreement (the " Agreement). Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this Agreement.

1. Restricted Period . Subject to the other provisions of the Plan, the Restricted Period shall commence upon the date of grant and shall lapse with respect to one third of the Restricted Units over each of the first three anniversaries of the date of grant.

The term " lapse" shall mean, with respect to any Restricted Units, that such Units are no longer subject to forfeiture by the Participant. If the Restricted Period would lapse as to a fraction of a Restricted Unit, such Restricted Unit shall not lapse until Participant becomes entitled to the entire Restricted Unit.

2. Dividend Equivalents . Pursuant to Section 8.3 of the Plan, Participant shall be entitled to receive Dividend Equivalents on the Restricted Units, provided that, (a) Dividend Equivalents shall not accrue interest and (b) Dividend Equivalents shall be paid in cash at the time that the Restricted Period lapses with respect to the associated Restricted Units.

3. Acknowledgement of Nature of Plan and Award . In accepting the Award, Participant acknowledges that:

(a) the Plan is established voluntarily by the Grantor, it is discretionary in nature, and it may be modified, amended, suspended or terminated by the Grantor at any time, unless otherwise provided in the Plan and this Agreement;

(b) the Award is voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Units, or benefits in lieu of Restricted Units, even if Restricted Units have been awarded repeatedly in the past;

(c) all decisions with respect to future awards, if any, wi ...