Exhibit 10.1
EXECUTION VERSION
WAIVER AND CONSENT AGREEMENT
This Waiver and
Consent Agreement (the “Agreement”) is entered into on
this 17th day of May, 2005, by and among Donald J. Stebbins
(“EMPLOYEE”), Lear Corporation (“LEAR”),
and Visteon Corporation (“VISTEON”) (sometimes
collectively referred to as the “Parties”).
WHEREAS, EMPLOYEE
executed an Employment Agreement with LEAR dated March 15,
2005 (the “Employment Agreement”);
WHEREAS, EMPLOYEE
desires to resign from his employment with LEAR and accept a
position as an executive officer of VISTEON;
WHEREAS, EMPLOYEE
and VISTEON have requested that LEAR consent to EMPLOYEE’s
employment by VISTEON;
WHEREAS, LEAR is
willing to grant such consent on the terms and conditions set forth
in this Agreement;
NOW
THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein, the Parties agree as
follows:
1. Subject to
the restrictions and limitations set forth in Sections 2 and 3
of this Agreement, LEAR consents to EMPLOYEE’s employment by
VISTEON and to EMPLOYEE’s solicitation of LEAR’s
customers.
2. EMPLOYEE,
in consideration of LEAR’s consent to his employment by
VISTEON:
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(a)
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agrees and recognizes that,
notwithstanding the limited consent provided in Section 1
above, LEAR has not released EMPLOYEE from EMPLOYEE’s
remaining obligations under the Employment Agreement, including but
not limited to those obligations set forth in Section 10(a)
(Noncompetition), Section 10(b) with respect to EMPLOYEE’s
engaging in any Competitive Activity (as defined in the Employment
Agreement) other than on behalf of VISTEON, Section 10(c) (provided
that while employed by VISTEON and its affiliates, EMPLOYEE’s
limitation on soliciting customers shall be governed by Section
2(b) below), Section 10(d), Section 11 (Confidentiality
and Cooperation), and Section 12 (Arbitration). EMPLOYEE
reaffirms his continuing obligations under these Sections of the
Employment Agreement for the respective periods specified
therein;
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(b)
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agrees that he shall not, for a
period of two years following the date hereof, on behalf of VISTEON
or any other person or entity, (i) directly or indirectly utilize
or convey any non-public information obtained by EMPLOYEE while
employed by LEAR in any attempt to divert from LEAR any business
whatsoever or interfere in any existing business
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relationship that exists on the date
hereof between LEAR and any other person or entity, including,
without limitation, any attempt to re-source any automotive program
that has been awarded to LEAR or its affiliates or
(ii) participate directly or indirectly in seeking the award
of any business being pursued by LEAR or its affiliates prior to
the date hereof but which has not been awarded as of the date
hereof if EMPLOYEE had any direct or indirect involvement in such
business while he was employed by LEAR;
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(c)
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agrees not to engage in any form of
conduct or to make any statements or representations that disparage
or otherwise impair the reputation, goodwill or commercial
interests of LEAR, its products, services or personnel (and LEAR
agrees not to engage in any form of conduct or to make any
statements or representations that disparage or otherwise impair
the reputation of EMPLOYEE);
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(d)
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agrees that he will promptly return
all property of LEAR and its affililiates, regardless of the type
or medium (i.e., computer disk, CD-ROM) upon which it is
maintained, including, but not limited to, business plans and
strategies, financial data or reports, memoranda, correspondence,
software, compensation and commission plans, and any other
documents pertaining to the business of LEAR, or its affiliates,
customers or vendors, as well as any vehicles, credit cards, keys,
identification cards, and any other personal property, documents,
writings and materials that EMPLOYEE came to possess or otherwise
acquired as a result of and/or in connection with EMPLOYEE’s
association with LEAR and that no copies or duplicates of any
documents have been retained; and
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(e)
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agrees that he will not challenge
the enforceability of the restrictions on his activities contained
in this Agreement or in the Employment Agreement.
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3. VISTEON,
in consideration of the promises and obligations set forth in this
Agreement:
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(a)
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agrees that for a period of two
years following the date hereof, it shall waive any restriction
that it may impo
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