Form of Restricted Unit Grant Agreement For Non-u.s. Employees

Exhibit 10.10

FORM OF

WABCO HOLDINGS INC.

RESTRICTED UNIT GRANT AGREEMENT

FOR NON-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, will be at the sole discretion of the Grantor;

(d) the Participant is voluntarily participating in the Plan;

(e) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Grantor or any Subsidiary, and which is outside the scope of Participant' s employment or service contract, if any;

(f) the Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Grantor or any Subsidiary; (g) in the event that the Participant is not an Employee of the Grantor, the Award and Participant' s participation in the Plan will not be interpreted to form an employment or

service contract or relationship with the Grantor; and, furthermore, the Award and Participant' s participation in the Plan will not be interpreted to form an employment or service contract or relationship with any Subsidiary of the Grantor;

(h) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty; and

(i) in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination of the Award or from any diminution in value of the Award or shares of Common Stock acquired upon vesting of the Award resulting from termination of Participant' s employment by the Grantor or any Subsidiary (for any reason whatsoever and whether or not in breac ...