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Exhibit 10.15
AMENDMENT NUMBER TWO TO
AMENDED AND RESTATED EMPLOYEE TRANSITION AGREEMENT
The Amended and
Restated Employee Transition Agreement dated as of April 1,
2000 and restated as of December 19, 2003
by and between Ford Motor Company, a
Delaware corporation ("Ford") and Visteon
Corporation, a Delaware corporation
("Visteon") is hereby amended as
follows:
1. Section 3.01 is amended to
add subsection (i) to read as follows:
(i) Effective as of the closing of the transactions contemplated
by
the Visteon "A" Transaction Agreement dated as of September 12,
2005
between Ford and Visteon (the "2005 Transaction Date"), Ford shall
pay
Visteon an amount equal to one-half of the annual prospective SFAS
87
expense from the date of retirement under the Visteon Mirror
GRP,
including prorata interest on the retiree obligation, a prorata
share
of the actuarial gains or losses, and a prorata share of
expected
return on assets, for Group I and Group II Employees who are
leased
under the Visteon Salaried Lease Agreement dated as of October 1,
2005
between Visteon and Automotive Components Holdings, LLC f/k/a
VFH
Holdings, LLC ("ACH") ("Visteon Salaried Lease Agreement") and who
(1)
apply to retire in the period commencing immediately after
public
announcement by ACH of a sale, closure or exit from an operation
of
ACH ("ACH Event") and terminating one month after the date of
such
announcement, or (2) retire during the period commencing
immediately
after the ACH Event and terminating on the 2nd day of the 2nd
calendar
month beginning after the ACH Event, or (3) in the case of a Group
I
or Group II Employee who is leased to the buyer of an ACH
operation
pursuant to Section 2.05 of the Visteon Salaried Lease
Agreement,
retires during the period commencing immediately after the date
such
an employee ceases to be leased to such buyer and terminating on
the
2nd day of the 2nd calendar month beginning after that date;
provided,
however,
that such retirement does not occur more than eight months
after the sale to the buyer ("Visteon Special Retirees"). Any
reimbursement hereunder shall not include SFAS 88 charges. This
amount
shall be paid monthly. For avoidance of doubt, Visteon shall
retain
responsibility for (A) Group I and Group II Employees who are
not
leased employees under the Visteon Salaried Lease Agreement; (B)
Group
I and Group II Employees who are leased under the Visteon
Salaried
Lease Agreement but who are not Visteon Special Retirees, as
defined
above; and (C) Group III Employees. Any amounts Ford may owe to
Visteon pursuant to this subsection (i) shall be offset from
any
amounts Visteon owes Ford under Section 3.01(c)(ii) of this
Agreement.
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2. Section 3.01 is amended to
add subsection (j) to read as follows:
(j) Effective as of the 2005 Transaction Date, in the event a Group
I
or II Employee accepts an offer of employment by Ford or any of
its
subsidiaries that participate in the GRP ("Ford Returnee"), Ford
shall
be responsible for paying the retirement benefits of such employee
for
the combination of Ford service prior to July 1, 2000 and Ford
service
after the date such employee is enrolled on the Ford salaried
employment rolls ("Ford Return Date"). Visteon shall remain
responsible for providing retirement benefits for service after
July
1, 2000 and prior to the Ford Return Date for such employees.
The
provisions of Section 3.01 of the Salaried Employee Transition
Agreement dated as of October 1, 2005 between Visteon and Ford
shall
apply to Ford Returnees as if fully set forth herein. In
addition,
Ford shall be responsible for providing post retirement health
and
life insurance benefits, if any, for Ford Returnees as of the
retirement date at Ford's cost and Visteon's OPEB Obligations
(as
defined in Section 3.03) shall be reduced accordingly.
3. Section 3.02 is amended to
add subsection (d) to read as follows:
(d) Effective as of the 2005 Transaction Date, Ford shall pay
Visteon
an amount equal to one-half of the annual prospective SFAS 87
expense
from the date of retirement under the Visteon Mirror NQP's,
including
prorata interest on the retiree obligation, a prorata share of
the
actuarial gains or losses, and a prorata share of expected return
on
assets, if any, for Visteon Special Retirees. Any reimbursement
hereunder shall not include SFAS 88 charges. This amount shall be
paid
mo
