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Exhibit 10.9
VISTEON HOURLY EMPLOYEE CONVERSION AGREEMENT
This Agreement
relating to certain employment, labor matters and employee
benefit plans ( this "AGREEMENT") dated
effective as of October 1, 2005 is made
and entered into by and among Visteon
Corporation, a Delaware corporation
("VISTEON") and Ford Motor Company, a
Delaware corporation ("FORD"). Visteon and
Ford are referred to herein individually as
a "PARTY" and collectively as the
"PARTIES".
WITNESSETH:
WHEREAS, Visteon
and Ford have agreed to restructure their business and
commercial relationships, resulting in,
among other matters, a Ford controlled
entity acquiring, through the purchase of
Automotive Components Holdings, Inc.
f/k/a VFH Holdings, Inc., a Delaware
corporation, certain assets and liabilities
related to Visteon's North American
business, (the "BUSINESS") pursuant to a
Visteon "B" Purchase Agreement dated as of
September 12, 2005, which assets
will be held by Automotive Components
Holdings, LLC f/k/a VFH Holdings, LLC, a
Delaware limited liability company ("ACH")
and wholly-owned subsidiary of
Automotive Components Holdings, Inc. f/k/a
VFH Holdings, Inc.
WHEREAS, Visteon
employs directly certain U.S. hourly employees (as more
specifically defined below, the "VISTEON
EMPLOYEES") who are engaged in the
Business;
WHEREAS, the
Visteon Employees are represented by the International Union,
United Automobile Aerospace and
Agricultural Implement Workers of America, UAW
and its affiliated locals (collectively,
"UAW" or the "UNION") and are covered
under the terms and conditions of the
Master Visteon-UAW Collective Bargaining
Agreement dated June 29, 2000 and the
Supplemental Agreement dated as of May 4,
2004 and extensions or successor agreements
by and between Visteon and the UAW
(collectively, "MASTER VISTEON CBA");
WHEREAS,
pursuant to the terms of a Memorandum of Agreement dated as of
May
24, 2005 by and between the UAW, Ford and
Visteon ("MOA"), the parties thereto
agreed that all Visteon Employees
represented under the Master Visteon CBA would
be converted to Ford employees and
thereafter be subject to the terms and
conditions of the collective bargaining
agreement effective as of September 15,
2003 by and between Ford and the UAW ("FORD
CBA") but only to the extent
provided under the MOA; and
WHEREAS,
pursuant to the terms of the Ford Hourly Employee Assignment
Agreement dated as of even date herewith by
and between Ford and ACH, and as
such agreement may be further amended
("ASSIGNMENT AGREEMENT"), the Visteon
Employees who are converted to Ford
employees
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under the terms of this Agreement will be
assigned to work at ACH unless
otherwise deployed by Ford. If assigned to
ACH, such employees will be
considered "FORD ASSIGNED EMPLOYEES" as
defined in the Assignment Agreement or
as defined in any amendments, whether now
or in the future, to such Agreement.
NOW, THEREFORE,
in consideration of the premises and mutual promises herein
made, and for other good and valuable
consideration, the receipt and sufficiency
of which are hereby acknowledged, the
Parties agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.01.
Definitions. Unless otherwise defined herein, the capitalized
terms used herein shall have the following
meanings:
"CONVERSION
DATE" shall mean, as to each Active Visteon Employee, October
1, 2005.
"CONVERTED
EMPLOYEES" shall mean Active Visteon Employees (as defined
below) who are converted to Ford employees
pursuant to the terms hereof and who
are at work on the day immediately prior to
the Conversion Date including those
on contractual paid time off (i.e., jury
duty, bereavement, short term military
service, vacation and holiday).
"INSURANCE
EFFECTIVE DATE" shall mean, as to each Converted Employee,
October 3, 2005, at 12:01 a.m., except that
in the case of Health Benefits, it
shall mean November 1, 2005 at 12:01
a.m.
"VISTEON
EMPLOYEES" shall mean U.S. persons represented by the Union,
who
have seniority status under the Master
Visteon CBA as of the day immediately
prior to the Conversion Date, who are
full-time employees, and who are actively
at work at Visteon on the day immediately
prior to the Conversion Date including
those on contractual paid time off with
reinstatement rights (i.e., paid absence
for jury duty, bereavement, short term
military service, vacation or holiday)
("ACTIVE VISTEON EMPLOYEES"). For avoidance
of doubt, Active Visteon Employees
shall not include Visteon employees who are
not at work at Visteon the day
immediately prior to the Conversion Date
for reasons other than paid absence for
jury duty, bereavement, short term military
service, vacation or holiday, such
as employees on unpaid leave of absence,
layoff status, workers' compensation
leave, accident and sick leave or long term
disability leave ("INACTIVE VISTEON
EMPLOYEES").
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ARTICLE 2
EMPLOYMENT RESPONSIBILITY
Section 2.01.
Employee Census. Prior to the Conversion Date, Visteon shall
have delivered to Ford a preliminary
employee census ("PRELIMINARY CENSUS")
attached hereto as Exhibit 2.01. The
Preliminary Census sets forth:
(i) a list of all Active Visteon
Employees by name and global
identification number;
(ii) the job
classification of each Active Visteon Employee;
(iii) the
Visteon Service Date of each Active Visteon Employee; and
(iv) the wage
rate applicable to each Active Visteon Employee.
Visteon shall
revise the Preliminary Census as of October 1, 2005 to
reflect any applicable changes and shall
deliver such revised and updated
Preliminary Census to Ford no later than
October 13, 2005. Ford shall review the
revised Preliminary Census within 10 days
of receipt. Upon Ford's approval, such
Preliminary Census shall become the "FINAL
CENSUS" and shall become the new
Exhibit 2.01. At the time of delivery of
each census, Visteon shall provide
Ford, in a manner mutually agreed upon,
with the social security numbers for
each Active Visteon Employee included in
the Preliminary and Final Censuses and
both parties shall use their commercially
reasonable best efforts to keep such
social security numbers confidential.
Section 2.02.
Employment Conversion. Visteon and Ford shall respectively
take such action as is necessary to convert
the Visteon Employees to Converted
Employees effective as of the Conversion
Date. On such date, the Converted
Employees shall be subject to the terms and
conditions of the Ford CBA, to the
extent provided in the MOA.
Section 2.03.
Seniority. Converted Employees shall be provided with
seniority as described in the MOA.
Section 2.04.
Grievances. All unresolved grievances pertaining to Visteon
Employees as of the Conversion Date shall
be processed to conclusion under the
terms of the Master Visteon CBA.
Section 2.05.
Employment and Medical Records. (a) Employment Records.
Employment records of any kind pertaining
to Converted Employees shall become
the property of Ford as of the Conversion
Date. Employee records shall remain in
the physical custody of the appropriate
hourly labor supervisors at the ACH
plants where the Converted Employees are
assigned to work. Ford shall cause ACH
to permit Visteon to have reasonable access
to such records at
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Visteon's request. In the event a Converted
Employee is reassigned to a non-ACH
location, Ford shall cause ACH to transfer
the employment records to the
receiving location as soon as practicable
following the reassignment.
(b) Medical
Records. For purposes of this Section (b), a "medical record"
shall include, but is not limited to,
reports, histories and physicals, progress
notes, and other patient information (e.g.,
x-rays and x-ray readings, medical
surveillance examinations, laboratory
reports, operative reports, consultations,
etc.). The medical record may be maintained
in hard copy and/or on computerized
systems. Visteon confirms that all Visteon
Employees received a post-offer
preplacement health assessment prior to
hire at Visteon and that the assessment,
the equivalent of a Ford post-offer
preplacement screen, included the following:
medical history, height, weight, blood
pressure, pulse, full visual acuity,
urine testing for sugar and albumin, urine
drug testing and physical
examination. Ford shall not require a
post-offer pre-placement screen for a
Converted Employee. Visteon represents,
warrants and agrees that, as of their
applicable Conversion Dates, each Converted
Employee shall have had all
scheduled medical surveillance examinations
required by law.
Medical records
of any kind pertaining to Converted Employees shall become
the property of Ford as of the Conversion
Date. Medical records shall remain in
the physical custody of the appropriate
medical departments at the ACH plants
where the Converted Employees are assigned
to work. In the event a Converted
Employee is reassigned to a non-ACH
location, Ford shall cause ACH to transfer
the medical records to the receiving
location as soon as practicable following
the reassignment.
ARTICLE 3
OTHER EMPLOYEE MATTERS
Section 3.01.
Employee Benefit Plans and Arrangements. Visteon shall take
such action as is necessary to terminate
Converted Employees' participation in
Visteon pension and savings plans on the
Conversion Date and all other employee
benefit plans or other employee programs
sponsored by Visteon with respect to
service on or after the Insurance Effective
Date. Ford shall take such action as
is necessary to enroll Converted Employees
in employee benefit plans or other
employee programs sponsored by Ford with
respect to service on or after the
Insurance Effective Date, and in accordance
with the provisions of the MOA.
Schedule 3.01 hereto sets forth the
transition plan with respect to the Ford
employee benefit plans and other employee
programs. Schedule 3.01 is provided
for information purposes only to facilitate
benefits administration and is not
intended to create a legally binding
obligation on Ford. Visteon shall not have
a cause of action against Ford for breach
related to any such arrangements
described on Schedule 3.01.
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Section 3.02.
Workers' Compensation (W.C.). Ford shall be responsible for
all claims which relate to injuries
affecting Converted Employees that occur on
or after the Conversion Date. Such claims
shall be processed under the Ford
self-insured or insured W.C. Program
commencing on October 3, 2005. Visteon
shall be responsible for all claims which
relate to injuries affecting Converted
Employees that occurred prior to the
Conversion Date. Such claims shall be
processed to conclusion under the Visteon
self-insured or insured W.C. Program.
Visteon shall continue to provide worker's
compensation coverage for Converted
Employees for the period of October 1, 2005
through October 2, 2005 and Ford
shall reimburse Visteon for any claims
during such period.
Section 3.03.
Family Support, Garnishments and Legal Holds. (a) Family
Support. Visteon shall notify governmental
agencies in advance of the Conversion
Date of the change of employer in order
that such agencies may refile with Ford.
(b)
Garnishments. Neither Visteon nor Ford shall notify any creditor of
a
Converted Employee of the change of
employer. A Converted Employee may notify
his or her creditor of the change of
employer.
(c) Legal Holds.
Visteon shall inform the applicable courts in advance of
the Conversion Date
