EX-10.6

**Exhibit 10.6 **

**Strictly Confidential **

c/o Eaton Corporation

1000 Eaton Boulevard

Cleveland, OH 44122

1285 Avenue of the Americas

New York, New York 10019

| | | | | - | : | :----------------- | | | | Steven J. Williams |

| | | | | - | : | :---------------------- | | | | swilliams@paulweiss.com |

**BY E-MAIL **

July 27, 2026

Re: Project Cronus – Share Buyback Consent Request

To Whom It May Concern:

Reference is made to (i) that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 10, 2026, by and among Eaton Corporation plc (“Eaton”), Eaton Corporation (Ohio), Mobility (USA) Corporation (“SpinCo”), Atlas Mobility Sub, Inc. (“Merger Sub”), and Dana Incorporated (“Merger Partner” or “Dana”), and (ii) that certain Separation and Distribution Agreement (“Separation and Distribution Agreement”), dated as of June 10, 2026, by and among Eaton, Eaton Corporation, Eaton Capital Unlimited Company, SpinCo and Dana. Unless otherwise noted, capitalized terms not defined herein will have the meaning set forth in the Merger Agreement or the Separation and Distribution Agreement, as applicable.

Pursuant to this letter (this “Letter Agreement”), Eaton hereby consents, for purposes of Section 7. l of the Merger Agreement, to Dana engaging in share purchases through the Closing pursuant to the share repurchase program in place pursuant to Dana’s share repurchase authorization approved by Dana’s Board of Directors on February 10, 2026; *provided *that, as a condition to the consent granted in this Letter Agreement, Dana agrees that the SpinCo Payment shall be increased by an amount equal to (l) the aggregate purchase price paid by Dana for all Merger Partner Common Stock repurchased by Dana from the date hereof through the date immediately preceding the Closing Date, *multiplied *by (2) l00.4008016% (see Exhibit A for an example of the increased SpinCo Payment).

Subject to the proviso in the foregoing paragraph, Eaton hereby agrees to and consents that Dana and its Subsidiaries may take all actions reasonably necessary and execute and deliver or cause to be executed and delivered all agreements, certificates, instruments and other documents and to take or cause to be taken any and all such further actions, in each case, as are necessary or appropriate to carry out fully the actions contemplated by the matters described in the preceding paragraph.

Please indicate your consent to the foregoing by signing this Letter Agreement in the space provided on the following page and returning to our attention. This Letter Agreement may be executed and delivered in any number of counterparts and by electronic transmission, each of which will be deemed an original instrument and together will constitute for all purposes one agreement.

*[Signature Page Follows.] *

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**Exhibit A **

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