VISTEON CORPORATION
DEFERRED COMPENSATION PLAN
(As amended and restated effective
January 1, 2009)
VISTEON CORPORATION
DEFERRED COMPENSATION PLAN
The
Visteon Corporation Deferred Compensation Plan (the
“Plan”) has been adopted to promote the best interests
of Visteon Corporation (the “Company”) and the
stockholders of the Company by attracting and retaining key
management employees possessing a strong interest in the successful
operation of the Company and its subsidiaries or affiliates and
encouraging their continued loyalty, service and counsel to the
Company and its subsidiaries or affiliates. The Plan was originally
adopted effective July 1, 2000, and is amended and restated
effective January 1, 2009, as set forth herein.
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ARTICLE I. DEFINITIONS AND
CONSTRUCTION
Section 1.01. Definitions .
The
following terms have the meanings indicated below unless the
context in which the term is used clearly indicates
otherwise:
(a) Account:
The record keeping account maintained to record the interest of
each Participant under the Plan. 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.
(b) Affiliate:
A person or legal entity that directly or indirectly, through one
or more intermediaries, controls or is controlled by, or is under
common control, with the Company, within the meaning of Code
Sections 414(b) and (c); provided that Code Sections 414(b) and
(c) shall be applied by substituting “at least fifty
percent (50%)” for “at least eighty percent
(80%)” each place it appears therein.
(c) Beneficiary:
The person or entity designated by a Participant to be his
beneficiary for purposes of this Plan (subject to such limitations
as to the classes and number of beneficiaries and contingent
beneficiaries and such other limitations as the Committee may
prescribe). A Participant’s designation of Beneficiary shall
be valid and in effect only if a properly executed designation, in
such form as the Committee shall prescribe, is filed and received
by the Committee or its delegate prior to the Participant’s
death. If a Participant designates his or her spouse as
Beneficiary, such designation automatically shall become null and
void on the date of the Participant’s divorce or legal
separation from such spouse. If a valid designation of Beneficiary
is not in effect at the time of the Participant’s death, the
Participant’s surviving spouse, or if there is no surviving
spouse, the estate of the Participant, shall be deemed to be the
sole Beneficiary. If multiple beneficiaries have been designated
and one or more of the Beneficiaries predecease the Participant,
then upon the Participant’s death, payment shall be made
exclusively to the surviving Beneficiary or Beneficiaries unless
the Participant’s designation specifies an alternate method
of distribution. Further, in the event that the Committee is
uncertain as to the identity of the Participant’s
Beneficiary, the Committee may
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deem the estate
of the Participant to be the sole Beneficiary. Beneficiary
designations shall be in writing (or in such other form as
authorized by the Committee for this purpose, which may include
on-line designations), shall be filed with the Committee or its
delegate, and shall be in such form as the Committee may prescribe
for this purpose.
(d) Board:
The Board of Directors of the Company.
(e) Code: 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. Any reference to a specific provision of the Code
shall be deemed to include reference to any successor provision
thereto.
(f) Committee:
The Organization and Compensation Committee of the
Board.
(g) Company:
Visteon Corporation, or any successor thereto.
(h) Covered
Employment Classification: The employment positions classified by
the Company (or by a Participating Affiliate with the consent of
the Company) as Leadership Levels One, Two, Three, Four, Five,
Corporate Officer, Executive Leader, Senior Leader, or Senior
Manager/Senior Specialist.
(i) Deferrals:
An amount credited, in accordance with a Participant’s
election under Article III or as directed by the Committee, to the
Participant’s Account in lieu of the payment of an equal
amount of cash compensation to the Participant. All Deferrals under
the Plan relate to periods prior to January 1, 2006. No
Deferrals have been made or are permitted after December 31,
2005.
(j) Employee:
A person who is (i) classified by a Participating Employer as
a common law employee enrolled on the active employment rolls of
the Participating Employer, and (ii) regularly employed by the
Participating Employer on a salaried basis (as distinguished from
an individual receiving a pension, retirement allowance, severance
pay, retainer, commission, fee under a contract or other
arrangement, or hourly, piecework or other wage).
(k) ERISA:
The Employee Retirement Income Security Act of 1974, as interpreted
by regulations and rulings issued pursuant thereto, all as amended
and in effect from time to
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time. Any
reference to a specific provision of ERISA shall be deemed to
include reference to any successor provision thereto.
(l) Exchange
Act: The Securities Exchange Act of 1934, as interpreted by
regulations and rules issued pursuant thereto, all as amended and
in effect from time to time. Any reference to a specific provision
of the Exchange Act shall be deemed to include reference to any
successor provision thereto.
(m) Incentive
Plan: The Visteon Corporation 2004 Incentive Plan, as amended,
(including for this purpose any predecessor or transitional
short-term or long-term incentive compensation program in effect
for periods prior to January 1, 2001), the Visteon Corporation
Employees’ Equity Incentive Plan, or any other incentive plan
or plans that is subsequently adopted by the Company as a successor
thereto.
(n) Investment
Options: Subject to Section 4.04, the hypothetical investment
accounts that the Committee may from time to time establish, which
may, but need not, be based upon one or more of the investment
options available under the Visteon Investment Plan. The Committee
may determine to discontinue any previously established Investment
Option, may make an Investment Option available only for
reallocations or transfer of Account balances out of it, and may
determine the timing for any applicable “sunset”
period.
(o) Participant:
An Employee who satisfies the participation requirements of
Section 2.01 and, where the context so requires, a former
Employee entitled to receive a benefit hereunder.
(p) Participating
Employer: The Company, Visteon Systems LLC, Visteon Global
Technologies, Inc., and each other subsidiary a majority of the
voting stock of which is owned directly or indirectly by the
Company, or a limited liability company a majority of the
membership interest of which is owned directly or indirectly by the
Company, that with the consent of the Committee, participates in
the Plan for the benefit of one or more Participants in its
employ.
(q) Plan: The
Visteon Corporation Deferred Compensation Plan, as amended and in
effect from time to time.
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(r) Separation
from Service: The date on which a Participant terminates employment
from the Company and all Affiliates, provided that (1) such
termination constitutes a separation from service for purposes of
Code Section 409A, and (2) the facts and circumstances
indicate that the Company (or the Affiliate) and the Participant
reasonably believed that the Participant would perform no further
services (either as an employee or as an independent contractor)
for the Company (or the Affiliate) after the Participant’s
termination date, or believed that the level of services the
Participant would perform for the Company (or the Affiliate) after
such date (either as an employee or as an independent contractor)
would permanently decrease such that the Participant would be
providing insignificant services to the Company or an Affiliate.
For this purpose, a Participant is deemed to provide insignificant
services to the Company or an Affiliate, and thus to have incurred
a bona fide Separation from Service, if the Participant provides
services at an annual rate that is less than twenty percent (20%)
of the services rendered by such Participant, on average, during
the immediately preceding thirty-six (36) months of employment
(or his or her actual period of employment if less).
Notwithstanding the foregoing, if a Participant takes a leave of
absence from the Company or an Affiliate for the purpose of
military leave, sick leave or other bona fide leave of absence, the
Participant’s employment will be deemed to continue for the
first six (6) months of the leave of absence, or if longer,
for so long as the Participant’s right to reemployment is
provided either by statute or by contract; provided that if the
leave of absence is due to a medically determinable physical or
mental impairment that can be expected to result in death or last
for a continuous period of not less than six (6) months, where
such impairment causes the Participant to be unable to perform the
duties of his or her position of employment or any substantially
similar position of employment, the leave may be extended for up to
twenty-nine (29) months without causing a Separation from
Service.
(s) Visteon
Common Stock: The common stock of the Company.
(t) Visteon
Investment Plan: The Visteon Investment Plan, as amended and in
effect from time to time.
(u) Visteon
Stock Units: The hypothetical shares of Visteon Common Stock. To
the extent that a cash dividend would have been payable with
respect to the Visteon Stock Units had the Units been actual shares
of Visteon Common Stock, the amount of the cash dividend shall
be
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converted into
additional Visteon Stock Units and credited to the
Participant’s Account as such and shall be distributable at
the same time and in the same form as are distributed the Visteon
Stock Units on which the dividend equivalent credit is
based..
Section 1.02. Construction and Applicable
Law.
(a) Wherever
any words are used in the masculine, they shall be construed as
though they were used in the feminine in all cases where they would
so apply; and wherever any words are use in the singular or the
plural, they shall be construed as though they were used in the
plural or the singular, as the case may be, in all cases where they
would so apply. Titles of articles and sections are for general
information only, and the Plan is not to be construed by reference
to such items.
(b) This Plan
is intended to be a plan of deferred compensation maintained for a
select group of management or highly compensated employees as that
term is used in ERISA, and shall be interpreted so as to comply
with the applicable requirements thereof. In all other respects,
the Plan is to be construed and its validity determined according
to the laws of the State of Michigan to the extent such laws are
not preempted by federal law. In case any provision of the Plan is
held illegal or invalid for any reason, the illegality or
invalidity will not affect the remaining parts of the Plan, but the
Plan shall, to the extent possible, be construed and enforced as if
the illegal or invalid provision had never been
inserted.
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ARTICLE II.
PARTICIPATION
Section 2.01. Eligibility .
Participation
is limited to those Employees who (a) were employed in a
Covered Employment Classification, or who were specifically
designated for participation by the Committee, and (b) who
made or received Deferrals with respect to periods of employment
prior to January 1, 2006. Effective January 1, 2006, no
additional Employee shall become a Participant in the
Plan.
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Section 3.01. Deferrals .
The
Plan is limited to Deferrals made by or on behalf of Participants
with respect to periods prior to January 1, 2006. No Deferrals
are permitted with respect to periods after December 31,
2005.
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ARTICLE IV. ACCOUNTING AND
HYPOTHETICAL INVESTMENT
Section 4.01. Accounting .
A
Participant Account balance at any point in time shall be equal
to:
(a) the
bookkeeping amount (if any) credited to the Participant as of
June 30, 2000 under the Ford Motor Company Deferred
Compensation Plan and transferred in book entry form to this Plan;
plus
(b) any
Deferrals credited to the Participant’s Account on or after
July 1, 2000 and prior to January 1, 2006, plus (or
minus)
(c) increases
(or decreases) in value, as the case may be, to reflect deemed
investment gain or loss that would have occurred had the
Participant’s Account been invested in accordance with
Sections 4.02, 4.03 and 4.04 below; minus
(d) any
distributions from the Account.
Section 4.02. Hypothetical Investment of Participant
Accounts .
In
accordance with rules prescribed by the Committee, each Participant
shall designate, in writing or in such other manner as the
Committee may prescribe, how his or her Account is to be credited
among the Investment Options. When selecting more than one
Investment Option, the Participant shall designate, in whole
multiples of 1% or such other percentage determined by the
Committee, the percentage of his or her Deferrals to be credited to
each Investment Option. A Participant’s election shall remain
in effect unless and until modified by a subsequent election that
becomes effective in accordance with the rules established by the
Committee. Other than a reallocation of a Participant’s
Account pursuant to a revised investment election submitted by the
Participant, the deemed investment allocation of a Participant will
not be adjusted on account of differences in the investment return
realized by the various Investment Options that the Participant has
designated.
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Section 4.03. Deemed Investment Gain or Loss
.
On
a daily basis or such other basis as the Committee may prescribe,
the Account of each Participant will be credited (or charged) based
upon the investment gain (or loss) that the Participant would have
realized with respect to his or her Account had the Account been
invested in accordance with the terms of the Plan and any
investment reallocation elections made by the Participant. Unless
otherwise determined by the Committee, where an Investment Option
is also an available investment option under the Visteon Investment
Plan, the methodology for valuing the Investment Option under this
Plan and for calculating amounts to be credited or debited or other
adjustments to any Account with respect to that Investment Option
shall be the same as the methodology used for valuing the
corresponding investment option under the Visteon Investment
Plan.
Section 4.04. Accounts are For Record Keeping
Purposes Only .
Plan
Accounts and the record keeping procedures described herein serve
solely as a device for determining the amount of benefits
accumulated by a Participant under the Plan, and shall not
constitute or imply an obligation on the part of a Participating
Employer to fund such benefits. In any event, a Participating
Employer may, in its discretion, set aside assets equal to part or
all of such account balances and invest such assets in Visteon
Common Stock, life insurance or any other investment deemed
appropriate. Any such assets shall be and remain the sole property
of the Participating Employer, and a Participant shall have no
proprietary rights of any nature whatsoever with respect to such
assets.
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Section 5.01. Distribution of Account
.
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