VISTEON HOURLY EMPLOYEE CONVERSION AGREEMENT

 

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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 compensa