EXHIBIT 10.5.2
VISTEON CORPORATION 2004 INCENTIVE PLAN
VISTEON CORPORATION EMPLOYEES EQUITY INCENTIVE PLAN
TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS
Visteon Corporation, a Delaware
corporation (together with its subsidiaries, the
“Company”), subject to the terms and conditions of the
Visteon Corporation 2004 Incentive Plan, formerly known as the
Visteon Corporation 2000 Incentive Plan, and the Visteon
Corporation Employees Equity Incentive Plan (collectively, the
“Plan”) and this Agreement, hereby grants to the
Participant named in the Notification Summary or Appendix to this
Agreement, non-qualified stock options (“Option”) as
further described below.
1.
Grant of Option .
The
Company hereby grants to the Participant an “Option” to
purchase the number of shares of common stock of the Company
(“Option Shares”) set forth in the Notification Summary
or Appendix, effective as of the date or dates (“Grant
Date”) and exercisable as of the date or dates
(“Vesting Dates”) at the price per Option Share
(“Exercise Price”) set forth in the Notification
Summary or Appendix, in accordance with the terms and conditions
specified herein. In the event of certain corporate transactions,
the number of Option Shares covered by this Agreement may be
adjusted by the Organization and Compensation Committee of the
Board of Directors of the Company (the “Committee”) as
further described in Section 13 of the Plan.
2.
Termination of Employment .
a.
Unless provided otherwise under the remaining provisions of this
Paragraph 2, if the Participant’s employment with the
Company is terminated for any reason, the Participant’s right
to exercise the Option will terminate on the date of termination of
employment and all rights hereunder will cease. Options that have
not yet vested as of the date of termination of employment will be
forfeited.
b.
Notwithstanding the provisions of Paragraph 2a, if the
Participant’s employment with the Company is terminated by
reason of retirement, disability or death, and provided that at the
date of termination, the Participant had remained in the employ of
the Company for at least 180 days following the Grant Date,
the Participant’s rights with respect to the Option will
continue in effect or continue to accrue for the period ending on
the date immediately preceding the tenth anniversary of the Grant
Date, for Options with a Grant Date prior to 2004; on the date
immediately preceding the fifth anniversary of the Grant Date, for
Options with a Grant Date after 2003 and prior to 2007; and on the
date immediately preceding the seventh anniversary of the Grant
Date, for Options with a Grant Date after 2006, subject to any
other limitation on the exercise of such rights in effect at the
date of exercise. For purposes of this Agreement,
“retirement” means normal, regular early, special early
or disability retirement under a retirement plan of the Company
that includes such provisions, or retirement after 30 years of
service, after attaining age 55 and 10 years of service, or
after attaining age 65, under any other retirement plan of the
Company.
c.
Notwithstanding the provisions of
Paragraph 2a, if the Participant’s employment with the
Company is terminated under mutually satisfactory conditions, and
provided that at the date of termination, the Participant had
remained in the employ of the Company for at least 180 days
following the Grant Date, the Participant’s rights with
respect to the Option will continue in effect or continue to accrue
until the date 90 days after the date of such termination (but
not later than the date immediately preceding the tenth anniversary
of the Grant Date, for Options with a Grant Date prior to 2004; and
not later than the date immediately preceding the fifth anniversary
of the Grant Date, for Options with a Grant Date after 2003 and
prior to 2007; and the date immediately preceding the seventh
anniversary of the Grant Date, for Options with a Grant Date after
2006), subject to any other limitation on the exercise of such
rights in effect at the date of exercise.
d.
Notwithstanding the provisions of Paragraph 2a, if the
Participant’s employment with the Company is terminated at
any time by reason of a sale or other disposition (including,
without limitation, a transfer to a joint venture) of the division,
operation or subsidiary in which the Participant was employed or to
which the Participant was assigned, the Participant’s rights
with respect to the Option will terminate on the date of such
termination, or such later date as is approved by the Committee
(but not later than the date immediately preceding the tenth
anniversary of the Grant Date, for Options with a Grant Date prior
to 2004; the date immediately preceding the fifth anniversary of
the Grant Date, for Options with a Grant Date after 2003 and prior
to 2007; and the date immediately preceding the seventh anniversary
of the Grant Date, for Options with a Grant Date after 2006),
provided that the Participant satisfies both of the following
conditions: (i) at the date of termination, the Participant
had remained in the employ of the Company for 90 days following the
Grant Date, and (ii) the Participant continues to be or
becomes employed in such division, operation or subsidiary
following such sale or other disposition and remains in such employ
until the date of exercise of such Option.
e.
Notwithstanding the provisions of Paragraph 2a, if the
Participant’s employment with the Company is terminated due
to layoff, and provided that at the date of termination, the
Participant had remained in the employ of the Company for at least
365 days following the Grant Date, the Participant’s
rights with respect to the Option will continue in effect until the
date 365 days (in the case of Options with Grant Dates prior
to May 9, 2001, 90 days) after the date of such
termination (but not later than the date immediately preceding the
tenth anniversary of the Grant Date, for Options with a Grant Date
prior to 2004; the date immediately preceding the fifth anniversary
of the Grant Date, for Options with a Grant Date after 2003 and
prior to 2007; and the date immediately preceding the seventh
anniversary of the Grant Date, for Options with a Grant Date after
2006), subject to any other limitation on the exercise of such
rights in effect at the date of exercise. Options not yet vested at
the date of termination will be forfeited.
2
f.
Notwithstanding the provisions of
Paragraph 2a, if the Participant’s employment with the
Company is terminated by reason of discharge or release in the best
interest of the Company (or, in the case of Options with Grant
Dates prior to May 9, 2001, voluntary quit), the
Participant’s right to exercise the Option will terminate on
the date of termination of employment and all rights hereunder will
cease.
g.
Notwithstanding the provisions of Paragraph 2a, in the case of
Options with Grant Dates on and after May 9, 2001, if the
Participant’s employment with the Company is terminated by
reason of voluntary quit, the Participant’s rights with
respect to Options that are vested at the date of termination will
continue in effect until the date 90 days after the date of
such termination (but not later than the date immediately preceding
the tenth anniversary of the Grant Date, for Options with a Grant
Date prior to 2004; the date immediately preceding the fifth
anniversary of the Grant Date, for Options with a Grant Date after
2003 and prior to 2007; and the date immediately preceding the
seventh anniversary of the Grant Date, for Options with a Grant
Date after 2006), subject to any other limitation on the exercise
of such rights in effect at the date of exercise. Options not yet
vested at the date of termination will be forfeited.
h.
Notwithstanding the provisions of Paragraph 2a, if the
Participant’s employment with the Company is terminated
without cause under the provisions of the Visteon Separation
Program (VSP) or a successor severance plan of the Company,
and provided that at the date of termination, the Participant had
remained in the employ of the Company for at least 180 days
following the Grant Date, the Participant’s rights with
respect to the Option will continue in effect until the date
365 days after the date of such termination (but not later
than the date immediately preceding the tenth anniversary of the
Grant Date, for Options with Grant Dates prior to 2004; the date
immediately preceding the fifth anniversary of the Grant Date, for
Options with Grant Dates after 2003 and prior to 2007; and the date
immediately preceding the seventh anniversary of the Grant Date,
for Options with a Grant Date after 2006), subject to any other
limitation on the exercise of such rights in effect at the date of
exercise. Options not yet vested at the date of termination will be
forfeited.
3.
Cancellation of the Option .
The
Option will terminate, and cease to be exercisable, on the earliest
of the following:
a.
The date immediately preceding the
tenth anniversary of the Grant Date, for Options with Grant Dates
prior to 2004; the date immediately preceding the fifth anniversary
of the Grant Date, for Option
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