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EXHIBIT 10.14
VISTEON CORPORATION
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
SECTION 1.
EFFECTIVE DATE
The Board of Directors of Visteon Corporation have adopted this
Deferred Compensation Plan, effective October 11, 2000, for the
benefit
of the non-employee directors of Visteon Corporation.
SECTION 2.
DEFINITIONS
When used herein the following words and phrases shall have the
meanings set forth below unless the context clearly indicates
otherwise:
(a) "Account"
means the recordkeeping account maintained by the
Company in the name of the Participant. An Account is
established for record keeping purposes only and not to
reflect the physical segregation of assets on the
Participant's behalf, and may consist of such subaccounts or
balances as the Committee may determine to be necessary or
appropriate, including the following:
1.
"Voluntary Deferral Subaccount" means the Visteon
Stock Units that are credited to the Participant's
Account as a result of the Participant's election to
make Voluntary Deferrals.
2.
"Restricted Stock Subaccount" means the Visteon Stock
Units that are credited to the Participant's Account
as a result of the Participant's election to make
Restricted Stock Deferrals.
3.
"Dividend Subaccount" means the Visteon Stock Units
that are credited to the Participant's Account as a
result of deemed dividends on Visteon Stock Units
credited
to the Participant's Account.
(b)
"Administrative Committee" means the non-participating members
of the Board.
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(c) "Board"
means the Board of Directors of the Company.
(d) "Code"
means the Internal Revenue Code of 1986, as interpreted
by regulations and rulings issued pursuant thereto, all as
amended and in effect from time to time.
(e) "Company"
means Visteon Corporation, or any successor thereto.
(f) "Company
Stock" means the common stock of the Company, par
value $1.00.
(g) "Exchange"
means the New York Stock Exchange.
(h)
"Participant" means each member of the Board who is not a
common-law employee of the Company.
(i) "Plan"
means the Visteon Corporation Deferred Compensation
Plan for Non-Employee Directors, as amended from time to time.
(j) "Plan
Year" means the period beginning on the effective date
of the Plan and ending on December 31, 2000, and thereafter,
the twelve month period beginning on January 1 and ending
December 31 of each year.
(k)
"Restricted Stock" means Company Stock that is awarded to the
Participant under the Restricted Stock Plan or that would have
been awarded under such plan but for the Participant's
election to make Restricted Stock Deferrals.
(l)
"Restricted Stock Deferrals" means the Visteon Stock Units
that are credited to a Participant's Restricted Stock
Subaccount as a result of the Participant's election, pursuant
to the Restricted Stock Plan, to receive Visteon Stock Units
under this Plan in lieu of a grant of Restricted Stock under
the Restricted Stock Plan.
(m)
"Restricted Stock Plan" means the Visteon Corporation
Restricted Stock Plan for Non-Employee Directors, as amended
and in effect from time to time.
(n) "Visteon
Stock Units" mean the hypothetical shares of Company
Stock that are credited to a Participant's Account in
accordance with Sections 4, 5 and 6.
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(o) "Voluntary
Deferrals" mean cash remuneration that would
otherwise be paid to a Participant but that, in accordance
with the Participant's election, is converted into Visteon
Stock Units and credited to the Participant's Voluntary
Deferral Subaccount.
SECTION 3.
ADMINISTRATION
(a) General
Authority. The Administrative Committee shall have the
full power and discretionary authority to: (1) interpret and
administer the Plan and any instrument relating to or made
under the Plan; (2) establish, amend, suspend or waive such
rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and (3)
make any other determination, and take any other action, that
the Administrative Committee deems necessary or desirable for
the administration of the Plan. The decisions and
determinations of the Administrative Committee need not be
uniform and may be made differently among Participants, and
shall be final, binding and conclusive on all interested
parties.
(b)
Recordkeeping. The Administrative Committee shall be
responsible for maintaining all Accounts; provided that the
Administrative Committee may in its discretion appoint or
remove a third-party recordkeeper to maintain the Accounts as
provided herein.
(c)
Effectiveness of Elections. Any elections or beneficiary
designations made under this Plan shall be effective only upon
the delivery of the appropriate form to the Secretary of the
Company and its acceptance by the Administrative Committee.
SECTION 4.
VOLUNTARY DEFERRALS
(a) Voluntary
Deferrals. Each Participant may elect, in such form
and manner specified by the Administrative Committee, to defer
the receipt of any cash remuneration to be earned with respect
to services to be performed as a non-employee member of the
Board after the effective date of the election. Such election
shall be irrevocable for the Plan Year for which it is made,
and shall be
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effective on the first day of the Plan Year following its
acceptance by the Administrative Committee, provided that a
Participant may elect within 30 days of first becoming a
Participant to have an election take effect immediately with
respect to any compensation that a Participant may receive in
the future and as to which the Participant currently has no
legal right or claim through the rendering of past services.
An election shall continue in effect for subsequent Plan Years
unless modified by the Participant in accordance with this
Section 4(a). A Participant may modify an existing election
effective on the first day of the Plan Year following the date
on which the revised election is accepted by the
Administrative Committee.
(b) Conversion
to Visteon Stock Units. As of the last day of each
month, all Voluntary Deferrals made by or on behalf of a
Participant during that month shall be converted, for
recordkeeping purposes, into whole and fractional Visteon
Stock Units, with fractional units calculated to four decimal
places, with the resulting Visteon Stock Units being credited
to the Participant's Voluntary Deferral Subaccount. The
conversion shall be accomplished by dividing each
Participant's Voluntary Deferrals by the average of the high
and low prices at which a share of Company Stock shall have
been sold regular way on the Exchange on the last day of such
month on which the Exchange is open to transact trades.
(c) Vesting.
Each Participant shall at all times be 100% vested in
his or her Voluntary Deferral Subaccount.
SECTION 5.
RESTRICTED STOCK DEFERRALS
(a) Restricted
Stock Deferrals. The Restricted Stock Subaccount of
a Participant who has made and has in effect an election to
make Restricted Stock Deferrals shall be credited with a
number of Visteon Stock Units equal to the number of shares of
Restricted Stock that would otherwise have been issued to the
Participant under the Restricted Stock Plan.
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(b) Vesting. A
Restricted Stock Subaccount shall be subject to the
same vesting standards as would have applied under the
Restricted Stock Plan had the Participant elected to receive
Restricted Stock under that plan rather than Visteon Stock
Units under this Plan.
SECTION 6.
DIVIDEND EQUIVALENTS
(a) Conversion
to Visteon Stock Units. Any cash dividends that
would have been payable in any month on the Visteon Stock
Units credited to a Participant's Account had such units been
actual shares of Co
