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Exhibit 10.17
(VISTEON(R) LOGO)
Robert H. Marcin
Visteon Corporation
Senior Vice President One Village Center Drive
Corporate Relations Van Buren Twp.,
MI 48111
USA
Tel 734-710-7120
Fax
734-710-7122
SEE THE POSSIBILITIES(R)
November 22, 2004
Mr. William G. Quigley III
Re: Employment as Vice President,
Corporate
Controller and Chief Accounting Officer
I wanted to take this opportunity to welcome you aboard. This memo,
which
supercedes all prior agreements and understandings, establishes the
terms that
will apply to your employment, which shall be effective as of
December 30, 2004.
1. DUTIES. You
will be employed as "Vice President, Corporate Controller and
Chief Accounting Officer" with duties and responsibilities which
the
Company, acting through its Board of Directors, Chief Executive
Officer,
Chief Financial Officer or their assignee, in its sole discretion
believes
are
appropriate to your skills, training and experience. You will
perform
such
assigned duties by devoting full time, due care, loyalty and your
best
efforts, and complying with all applicable laws and the
requirements of the
Company's policies and procedures on employee conduct, including
but not
limited to the Ethics and no-harassment policies.
2.
COMPENSATION.
a.
Annual Base
Salary. Your annual base salary will be $350,000, subject
to adjustment in accordance with the Company's normal
procedures.
b.
Sign-on Bonus.
You will receive a cash bonus, which is payable (i)
$175,000 on or within 30 days after the effective date of hire,
and
(ii) $175,000 on or within 30 days of April 1, 2005, and each
such
installment shall not be subject to any vesting requirement.
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William G. Quigley III
Employment as V.P., Corporate Controller and Chief Accounting
Officer
November 22, 2004
c.
Special
Stock-Related Benefits Under Company Incentive Plan. Subject
to the terms of the Visteon Corporation 2004 Incentive Plan, and
in
accordance with the terms of an authorized award agreement that
will
be separately provided to you, you will become entitled to the
benefits in this section, if at all, only when the applicable
vesting
requirement(s) has been met. The Special Stock-Related Benefits are
as
follows:
i. Restricted
stock units (25,000 units), which shall become vested
only upon the third anniversary of your hire date, provided
that
your Visteon employment is continuous during this period. The
cash value of the stock units in this subsection becomes
payable
on or shortly after the vesting date; and
ii. Stock options
(20,000 options) which shall vest in three equal
parts upon the 1st, 2nd, and 3rd anniversaries, respectively,
of
your hire date, provided that your Visteon employment is
continuous from your hire date through each of the vesting
periods.
d.
Other Benefits.
The following benefits shall be provided to you
consistent with the terms of the company's plans.
i. The Short
Term Incentive Opportunity will provide you an
opportunity to receive up to 55% of your base salary annually,
with a guaranteed payment of $210,000 for 2005, payable in
April
2006, provided that your Visteon employment is continuous
through
December 31, 2005.
ii. Subject to the
terms of the Visteon Corporation 2004 Incentive
Plan and in accordance with the terms of an award agreement
that
will be separately provided to you, you will receive a Long
Term
Incentive Opportunity for the 2005-2007 performance period of
up
to 150% of your base salary.
iii. Under the Visteon Corporation Supplemental Executive
Retirement
Plan, Visteon will credit you with two years of service for
every
year of actual service with Visteon, up to five years of actual
service.
iv. Under the
