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EXHIBIT 10.1
VISTEON CORPORATION
WARRANT FOR THE PURCHASE OF SHARES OF
COMMON STOCK OF VISTEON CORPORATION
NO. 1
WARRANT TO PURCHASE
25,000,000 SHARES
THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY
STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD OR
OTHERWISE
TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS
ALSO
SUBJECT TO
RESTRICTIONS ON TRANSFER AS SET FORTH HEREIN AND IN THE
STOCKHOLDER
AGREEMENT (AS HEREIN DEFINED), COPIES OF WHICH MAY BE OBTAINED
UPON REQUEST
FROM THE COMPANY.
FOR VALUE
RECEIVED, VISTEON CORPORATION, a Delaware corporation (the
"COMPANY"), hereby certifies that FORD
MOTOR COMPANY, a Delaware Corporation
("FORD" and together with its successors
and permitted assigns, the "HOLDER"),
is entitled, subject to the provisions of
this Warrant and the Stockholder
Agreement (as hereinafter defined), to
purchase from the Company, at the times
specified herein, twenty-five million fully
paid and non-assessable shares of
Common Stock of the Company, par value
$1.00 per share (the "COMMON STOCK"), at
a purchase price per share equal to the
Exercise Price (as hereinafter defined).
The number of shares of Common Stock to be
received upon the exercise of this
Warrant and the price to be paid for a
share of Common Stock are subject to
adjustment from time to time as hereinafter
set forth.
1. Definitions.
(a) The following terms, as used herein, have the following
meanings:
"AFFILIATE"
means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by, or
under common control with such other
Person. For the purpose of this definition,
the term "control" (including, with
correlative meanings, the terms
"controlling", "controlled by" and "under common
control with"), as used with respect to any
Person, means having the right to
elect a majority of the board of directors
or other comparable body responsible
for management and direction of a Person,
or otherwise having, directly or
indirectly, the power to direct or cause
the direction of the management and
policies of such Person, by contract or by
virtue of share ownership.
"AGGREGATE
EXERCISE PRICE" shall have the meaning set forth in paragraph
9(a)(ii).
"BOARD OF
DIRECTORS" means the Board of Directors of the Company.
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"BUSINESS DAY"
means a day, other than Saturday, Sunday or other day on
which commercial banks in Detroit, Michigan
are authorized or required by law to
close.
"CHANGE OF
CONTROL" means (i) a liquidation or dissolution of the Company;
(ii) the sale, lease, transfer, conveyance
or other disposition, in one or a
series of related transactions, of all or
substantially all of the assets of the
Company and its Subsidiaries, taken as a
whole; (iii) a merger, consolidation,
share exchange, business combination or
similar extraordinary transaction as a
result of which the persons possessing,
immediately prior to the consummation of
such transaction, beneficial ownership of
the voting securities of the Company
entitled to vote generally in elections of
directors of the Company, cease to
possess, immediately after consummation of
such transaction, beneficial
ownership of voting securities entitling
them to exercise at least 50% of the
total voting power of all outstanding
securities entitled to vote generally in
elections of directors of the Company (or,
if not the Company, the surviving
entity resulting from such transaction, or
its parent); or (iv) a transaction or
series of transactions (including by way of
merger, consolidation, sale of stock
or otherwise) the result of which is that
any Person or "group" (as defined in
Section 13 of the 1934 Act) becomes the
"beneficial owner" (as such term is
defined in Rule 13d-3 and Rule 13d-5
promulgated under the 1934 Act), directly
or indirectly, of more than 50% of the
voting power of the outstanding voting
stock of the Company entitled to vote
generally in elections of directors of the
Company.
"CONSTITUENT
PERSON" shall have the meaning set forth in paragraph 10.
"CURRENT MARKET
PRICE PER COMMON SHARE" shall have the meaning set forth in
paragraph 6.
"DAILY PRICE"
shall have the meaning set forth in paragraph 6.
"EXCLUDED TRANSACTIONS"
shall have the meaning set forth in paragraph 9(b).
"EXERCISE PRICE"
means $6.90 per Warrant Share, as such Exercise Price may
be adjusted from time to time as provided
herein.
"EXPIRATION
DATE" means the eighth anniversary of the date of the Closing
at 5:00 p.m. Detroit, Michigan time.
"NON-ELECTING
SHARE" shall have the meaning set forth in paragraph 10.
"NYSE" means the
New York Stock Exchange.
"PERSON" means
an individual, corporation, partnership, limited liability
company, association, trust or other entity
or organization, including a
government or political subdivision or an
agency or instrumentality thereof.
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"STOCKHOLDER
AGREEMENT" means the Stockholder Agreement dated as of October
1, 2005 between the Company and Ford.
"WARRANT SHARES"
means the shares of Common Stock deliverable upon exercise
of this Warrant, as adjusted from time to
time.
(b) Capitalized terms used but not defined herein shall have
the
meanings assigned to such terms in the
Stockholder Agreement.
2. Exercise of Warrant.
(a) The Holder is entitled to exercise this Warrant in whole or
in
part at any time, or from time to time,
commencing on the earlier of (i) the
first anniversary of the date of the
Closing and (ii) the occurrence of a Change
of Control and ending on the Expiration
Date or, if any such day is not a
Business Day, then on the next succeeding
day that shall be a Business Day. To
exercise this Warrant, the Holder shall
execute and deliver to the Company a
Warrant Exercise Notice substantially in
the form annexed hereto and, if the
Holder so desires, such Warrant Exercise
Notice shall include a written request
by the Holder to exercise this Warrant on a
cashless basis pursuant to paragraph
2(e). Promptly, and in any event within
five (5) days, after delivery of the
Warrant Exercise Notice, the Company shall
notify the Holder in writing (x)
whether it will settle such exercise in
cash pursuant to paragraph 2(d)(ii) or
(y) if a request for cashless exercise has
been made by the Holder, whether it
will permit the Holder to exercise on a
cashless basis pursuant to paragraph
2(e). Subject to paragraph 2(e) below,
within ten (10) days after delivery of
the Warrant Exercise Notice, the Holder
shall deliver to the Company this
Warrant Certificate, including the Warrant
Exercise Subscription Form forming a
part hereof duly executed by the Holder,
together with payment of the applicable
Exercise Price (unless the Company shall
have elected to settle in cash pursuant
to paragraph 2(d)(ii), in which case the
applicable Exercise Price shall be
netted against the cash settlement amount
payable by the Company pursuant to
paragraph 2(d)(ii)). At the close of
business on the date of such delivery and
payment, the Holder shall be deemed to be
the holder of record of the Warrant
Shares subject to such exercise,
notwithstanding that the stock transfer books
of the Company shall then be closed or that
certificates representing such
Warrant Shares shall not then be actually
delivered to the Holder.
(b) The Exercise Price shall be paid by wire transfer of
immediately
available funds to a bank account
designated by the Company. Any documentary,
stamp or similar issue or transfer taxes
payable in respect of the issue or
delivery of the Warrant Shares shall be
borne by the party or parties having
responsibility therefor under applicable
law, provided that the Company shall
not be required to pay any tax which may be
payable in respect of any transfer
involved in the issuance and delivery of
the Warrant Shares in a name other than
that of the then Holder of this Warrant;
provided further that the parties shall
take reasonable steps to minimize such
taxes.
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(c) If the Holder exercises this Warrant in part, this Warrant
Certificate shall be surrendered by the
Holder to the Company and a new Warrant
Certificate of the same tenor and for the
unexercised number of Warrant Shares
shall be executed by the Company as
promptly as reasonably practicable. The
Company shall register the new Warrant
Certificate in the name of the Holder or
in such name or names of its transferee
pursuant to paragraph 7 hereof as may be
directed in writing by the Holder and
deliver the new Warrant Certificate to the
Person or Persons entitled to receive the
same as promptly as reasonably
practicable.
(d) Upon surrender of this Warrant Certificate in conformity with
the
foregoing provisions, the Company shall, as
promptly as reasonably practicable,
either (i) transfer to the Holder of this
Warrant Certificate appropriate
evidence of ownership of the shares of
Common Stock or other securities or
property (including any money) to which the
Holder is entitled, registered or
otherwise placed in, or payable to the
order of, the name or names of the Holder
or such transferee as may be directed in
writing by the Holder, and shall, as
promptly as reasonably practicable, deliver
such evidence of ownership and any
other securities or property (including any
money) to the Person or Persons
entitled to receive the same or (ii) if the
Company has elected pursuant to
paragraph 2(a) to cash settle, pay an
amount in cash equal to (x) such number of
shares of Common Stock to which the Holder
is entitled times the Current Market
Price on the Business Day immediately
preceding the date on which the Holder
delivered the Warrant Exercise Notice
pursuant to paragraph 2(a) minus (y) the
applicable Exercise Price, if any, that
would have otherwise been payable by the
Holder, in each case of clauses (i) or (ii)
together with an amount in cash in
lieu of any fraction of a share as provided
in paragraph 6 below, such amounts
to be paid in cash or by wire transfer of
immediately available funds to a bank
account designated by the Holder or by
certified or official bank check or bank
cashier's check payable to the order of
such Holder or by any combination of
such cash, wire transfer or check.
(e) If, pursuant to paragraph 2(a) the Company permits a
cashless
exercise by the Holder, in lieu of making
the payment required to exercise the
Warrant pursuant to paragraph 2(a) (but in
all other respects in accordance with
the exercise procedure set forth in
paragraph 2(a)), the Holder may convert this
Warrant into shares of Common Stock, in
which event the Company will issue to
the Holder the number of shares of Common
Stock equal to the result obtained
under the following equation:
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(A - B) x C where:
X =
-----------
A
X = the number of shares of Common Stock issuable upon exercise
pursuant to this paragraph 2(e);
A = the Current Market Price Per Common Share on the Business
Day
immediately preceding the date on which the Holder delivers the
Warrant Exercise Notice pursuant to paragraph 2(a);
B = the Exercise Price; and
C = the number of shares of Common Stock as to which this Warrant
is
being exercised pursuant to paragraph 2(a).
If the foregoing
calculation results in a negative number, then no shares
of Common Stock shall be issued upon
exercise pursuant to this paragraph 2(e).
3. Beneficial
Ownership. Notwithstanding anything to the contrary in this
Warrant, in no event shall the Holder be
entitled to receive, or shall be deemed
by applicable law to receive, any Warrant
Shares if, upon the receipt of such
Warrant Shares, the "beneficial ownership"
(within the meaning of Section 13 of
the 1934 Act and the rules and regulations
promulgated thereunder) of Common
Stock by the Holder would be equal to or
greater than 9.9% of the outstanding
shares of Common Stock. If any delivery
owed to the Holder hereunder is not
made, in whole or in part, as a result of
this provision, the Company's
obligation to make such delivery shall not
be extinguished and the Company shall
make such delivery as promptly as
practicable after, but in no event later than
two Business Days after, the Holder gives
notice to the Company that such
delivery would not result in the Holder
directly or indirectly so beneficially
owning in excess of 9.9% of the outstanding
shares of Common Stock. Upon
request, the Company shall advise the
Holder of the number of shares of Common
Stock outstanding, in order to permit the
Holder to make the calculation
contemplated by this paragraph 3. The
Company shall have no responsibility to
monitor the beneficial ownership of Common
Stock by the Holder. For the
avoidance of doubt, nothing in this
paragraph 3 shall entitle the Holder to
exercise this Warrant after the Expiration
Date.
4. Restrictive
Legend. Certificates representing shares of Common Stock
issued pursuant to this Warrant shall bear
a legend substantially in the form of
the legend set forth on the first page of
this Warrant Certificate to the extent
that and for so long as such legend is
required pursuant to the Stockholder
Agreement.
5. Reservation
of Shares; NYSE Listing. The Company hereby agrees that at
all times there shall be reserved for
issuance and delivery upon exercise of
this Warrant such number of its authorized
but unissued shares of Common Stock
or other securities of the Company from
time to time issuable upon exercise of
this
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Warrant as will be sufficient to permit the
exercise in full of this Warrant.
All such shares shall be duly authorized
and, when issued upon such exercise,
shall be validly issued, fully paid and
non-assessable, free and clear of all
liens, security interests, charges and
(except as contemplated in the legend
referred to in paragraph 4) other
encumbrances or restrictions on sale and free
and clear of all preemptive rights.
If the Warrant
Shares have not been approved for listing on the NYSE as of
the date hereof, the Company shall use its
reasonable best efforts to cause the
Warrant Shares to be so approved for
listing as soon as practicable after the
date hereof.
6. Fractional
Shares. No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of
this Warrant and in lieu of delivery
of any such fractional share upon any
exercise hereof, the Company shall pay to
the Holder an amount in cash equal to such
fraction multiplied by the Current
Market Price Per Common Share on the
Business Day immediately preceding the date
on which the Holder delivers the Warrant
Exercise Notice pursuant to paragraph
2(a).
"CURRENT MARKET
PRICE PER COMMON SHARE" on any date shall be the average of
the Daily Prices (as defined below) per
share of Common Stock for the twenty
(20) consecutive trading days immediately
prior to such date. "DAILY PRICE"
means (A) the last reported sale price on
such day on the NYSE Composite
Transactions Tape; or (B) if the shares of
Common Stock then are not traded on
the NYSE, the closing price (at the close
of the regular trading session) on
such day as reported by the principal
national securities exchange (or principal
trading market/quotation system) on which
the shares are listed and traded. If
on any determination date the shares of
such class of Common Stock are not
quoted by any such organization, the
Current Market Price Per Common Share shall
be the fair market value of such shares on
such determination date as determined
in good faith by the Board of
Directors.
7. Exchange,
Transfer or Assignment of Warrant. Subject to compliance with
the Stockholder Agreement, the Holder of
this Warrant shall be entitled, without
obtaining the consent of the Company to
assign and transfer this Warrant, at any
time in whole or from time to time in part,
to any Person or Persons. Subject to
the preceding sentence, upon surrender of
this Warrant to the Company, together
with the attached Warrant Assignment Form
duly executed, the Company shall, as
promptly as reasonably practicable and
without charge, execute and deliver new
Warrant Certificates in the name of the
assignee or assignees named in such
instrument of assignment and, if the
Holder's entire interest is not being
assigned, in the name of the Holder and
this Warrant Certificate shall promptly
be canceled. Each taker and holder of this
Warrant Certificate by taking or
holding the same, consents and agrees that
the registered
