(As amended and restated effective
January 1, 2009)
VISTEON CORPORATION
PENSION PARITY PLAN
The
Visteon Corporation Pension Parity 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.
-2-
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) 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.
(b) Board:
The Board of Directors of the Company.
(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 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.
-3-
(d) 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.
(e) Committee:
The Organization and Compensation Committee of the
Board.
(f) Company:
Visteon Corporation, or any successor thereto.
(g) 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).
(h) 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 time. Any reference to a specific
provision of ERISA shall be deemed to include reference to any
successor provision thereto.
(i) Limitations:
The limitations on benefits and/or contributions imposed on
qualified plan by Section 415 and Section 401(a) (17) of
the Code.
(j) 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.
(k) 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.
(l) Plan: The
Visteon Corporation Pension Parity Plan, as amended and in effect
from time to time.
-4-
(m) Retirement
Plan: The Visteon Pension Plan (including both the Contributory and
Noncontributory Service component and the Balance Plus component),
the Salaried Retirement Plan of Visteon Systems, LLC (for periods
prior to its merger into the Visteon Pension Plan), or such other
qualified defined benefit retirement plans as the Committee may
designate. The Retirement Plan includes the following
components:
|
|
(i)
|
|
Contributory/Noncontributory Service
Program. The portion of the Retirement Plan, excluding the Cash
Balance Program.
|
|
|
|
|
|
|
|
(ii)
|
|
Cash Balance Program. The portions
of the Retirement Plan that calculate benefit accruals using a cash
balance and/or pension equity formula.
|
(n) 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
-5-
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.
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.
-6-
ARTICLE II.
PARTICIPATION
Section 2.01. Eligibility .
(a) An
Employee who participates in a Retirement Plan and whose benefit
thereunder is restricted by the Limitations shall be eligible to
participate in the Plan; provided, however, that the Committee may
restrict eligibility as it deems necessary to ensure that the Plan
continues to be maintained for a select group of management or
highly compensated employees as that term is used in
ERISA.
(b) Notwithstanding
anything in subsection (a) to the contrary, participation in
the Plan is limited to United States citizens (whether residing in
or outside of the United States) or citizens of another country
permanently assigned to and residing in the United States, such
that citizens of other countries who are not permanently assigned
to the United States, regardless of whether or not they are on the
United States payroll, are not eligible to participate in the
Plan.
-7-
ARTICLE III. PENSION PARITY
BENEFIT
Section 3.01. Calculation of Pension Parity
Benefit .
The
Pension Parity Benefit, when expressed in the form of a monthly
life annuity with no survivor benefits commencing at the
Participant’s attainment of age sixty-five (or if later, the
Participant’s age at Separation from Service), shall equal
the difference between (i) the benefit that the Participant
would have accumulated under the Retirement Plan if such benefit
were calculated without regard to the Limitations, and
(ii) the benefit actually accumulated by the Participant under
the Retirement Plan.
Section 3.02. Payment of Pension Parity Benefit
.
(a)
Payments Commencing Prior to January 1, 2007 . The
Pension Parity Benefit shall be paid by the Participating Employer
commencing at the same time as is paid the corresponding benefit
under the Retirement Plan; provided that in the case of a
Participant whose payments commenced after December 31, 2004
and prior to January 1, 2007, the first payment shall occur
not earlier than the first day of the seventh month following the
Participant’s Separation from Service. For a Participant
whose benefit under the Retirement Plan commenced prior to the
first day of the seventh month following the Participant’s
Separation from Service, the Participant’s first Pension
Parity Benefit payment will include any monthly installments that
would have been payable to the Participant if the Pension Parity
Benefit had commenced to the Participant on the same date as the
Participant’s benefit under the Retirement Plan commenced to
be paid. The Pension Parity Benefit will be paid in the same form
and for the same period as is paid the corresponding benefit under
the Retirement Plan. Accordingly, the Pension Parity Benefit shall
be paid to the person receiving payment of the corresponding
benefit under the Retirement Plan with each payment being made, as
nearly as practicable, at the same time as the corresponding
benefit from the Retirement Plan.
(b)
Payments Commencing on or After January 1, 2007 .
Pension Parity Benefit payments that commence on or after
January 1, 2007 shall be paid to the Participant in the form
of a single lump sum payment on the first day of the seventh month
following the Participant’s Separation from Service; provided
that in the case of a Participant whose Separation from Service
occurred after December 31, 2004 but prior to January 1,
2007 and whose Pension Parity Benefit has not been paid or
commenced to be paid by December 31, 2008 because
the
-8-
Participant had
not commenced benefits under the Retirement Plan, the
Participant’s Pension Parity Benefit will be paid to the
Participant in the form of a single lump sum payment during the
first 90 days of 2009. The amount of the lump sum payment will
be equal to the present value of the monthly amount calculated
under Section 3.01 above, with such present value determined
by using, (i) for distributions prior to January 1, 2009,
the discount rates and mortality tables that were used to calculate
the obligations for the Plan as disclosed in the Company’s
audited financial statements for the year en
|
