CREDIT AGREEMENT dated as of March 31, 2011 and Amended and Restated on May 17, 2011 among DELPHI AUTOMOTIVE LLP, as Parent, DELPHI HOLDINGS S.A.R.L., as Intermediate Holdco, DELPHI CORPORATION, as Borrower, The Lenders Party Hereto, and JPMORGAN...Credit Agreement • June 30th, 2011 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT dated as of March 31, 2011 and amended and restated as of May 17, 2011 (this “Agreement”) among DELPHI AUTOMOTIVE LLP, a limited liability partnership formed under the laws of England and Wales with registered number 0C348002 and with a registered office at Royal London House, 20-25 Finsbury Square, London EC2A 1DX (“Parent”), DELPHI HOLDINGS S.A.R.L., a private limited liability company (société responsabilité limitée) incorporated and existing under the laws of Luxembourg with a registered office at 65, boulevard Grande Duchesse Charlotte, L-1331 Luxembourg, having a share capital of €12,500, with registered number 148.357 (“Intermediate Holdco”), DELPHI CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
REGISTRATION RIGHTS AGREEMENT dated as of among DELPHI AUTOMOTIVE PLC and THE SHAREHOLDERS PARTY HERETORegistration Rights Agreement • August 1st, 2011 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
AGREEMENT dated as of [•], 2011 (this “Agreement”) among Delphi Automotive PLC, a corporation organized under the laws of Jersey (the “Company”), and the Shareholders party hereto as listed on the signature pages, including any Permitted Transferees (collectively, the “Shareholders” and individually, a “Shareholder”).
DELPHI AUTOMOTIVE PLC, as Company THE GUARANTORS FROM TIME TO TIME PARTY HERETO, as Guarantors WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Registrar, Paying Agent and Authenticating Agent SENIOR...Delphi Automotive PLC • March 10th, 2015 • Motor vehicle parts & accessories • New York
This SENIOR INDENTURE, dated as of March 10, 2015, is by and among Delphi Automotive PLC, a public limited company formed under the laws of Jersey (the “Company”), the guarantors from time to time party hereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as registrar, paying agent and authenticating agent.
RESTATEMENT AGREEMENTCredit Agreement • September 18th, 2012 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
Restatement Agreement (this “Restatement Agreement”), dated as of September 14, 2012 to the Credit Agreement dated March 31, 2011, as amended and restated as of May 17, 2011 and amended on August 1, 2011, September 19, 2011 and October 6, 2011 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among DELPHI CORPORATION, a Delaware corporation (the “Borrower”), DELPHI AUTOMOTIVE PLC, a public limited company organized under the laws of Jersey (“Parent”), DELPHI AUTOMOTIVE LLP, a limited liability partnership formed under the laws of England and Wales with registered number 0C348002 and with a registered office at Royal London House, 20-25 Finsbury Square, London EC2A 1DX (“UK Holdco”), DELPHI AUTOMOTIVE HOLDINGS US LIMITED (formerly Delphi Holdings S.a.r.l.), a limited company organized under the laws of Jersey (“Intermediate Holdco”), JPMORGAN CHASE BANK, N.A. as Administrative Agent, Collateral Agent, Swingline Le
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN DELPHI AUTOMOTIVE PLC AND DELPHI TECHNOLOGIES PLC DATED AS OF NOVEMBER 15, 2017Separation and Distribution Agreement • November 15th, 2017 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of November 15, 2017 (this “Agreement”), by and between Delphi Automotive PLC, a public limited company formed under the laws of Jersey (“Aptiv”) and Delphi Technologies PLC, a public limited company formed under the laws of Jersey and wholly owned subsidiary of Aptiv (“Delphi Technologies”). Aptiv and Delphi Technologies are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
MASTER DISPOSITION AGREEMENT AMONG DELPHI CORPORATION, GM COMPONENTS HOLDINGS, LLC, GENERAL MOTORS COMPANY (SOLELY WITH RESPECT TO ARTICLE 6 AND SECTIONS 3.1.1.C, 9.11, 9.19, 9.37.1, 9.37.2, 9.43, 11.5.1.A AND 12.2.6), MOTORS LIQUIDATION COMPANY (fka...Master Disposition Agreement • June 30th, 2011 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
THIS MASTER DISPOSITION AGREEMENT (this “Agreement”), dated as of July 30, 2009, is among DELPHI CORPORATION, a Delaware corporation (“Delphi”) on behalf of itself and the other entities set forth on Schedule 1 and Schedule 2; GM COMPONENTS HOLDINGS. LLC. a Delaware limited liability company (“Parent”), on behalf of itself and the other buyers set forth on Schedule 1, which is to be provided by Parent to Delphi as provided in this Agreement (each a “GM Buyer,” and, collectively with Parent and the Australian Buyer (as defined below), the “GM Buyers”); GENERAL MOTORS COMPANY, a Delaware corporation (“GM”) (solely with respect to ARTICLE 6 and Sections 3.1.1.C, 9.11, 9.19, 9.37.1, 9.37.2, 9.43, 11.5.1.A and 12.2.6), MOTORS LIQUIDATION COMPANY (fka GENERAL MOTORS CORPORATION), a Delaware corporation (solely with respect to Sections 3.1.1.C, 8.1, 9.19 and 11.5.1.A) (“Old GM”); DIP HOLDCO 3, LLC, a Delaware limited liability company, on behalf of itself and the other buyers that may later b
DELPHI AUTOMOTIVE PLC 1.600% Senior Notes due 2028 Underwriting AgreementDelphi Automotive PLC • September 15th, 2016 • Motor vehicle parts & accessories • New York
LONG-TERM INCENTIVE PLAN Officer RSU Award Agreement – Performance-Based VestingAward Agreement • May 4th, 2016 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
by linear interpolation between the relevant payout percentages identified above, rounded to the nearest whole percentage point
SEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 8th, 2023 • Aptiv PLC • Motor vehicle parts & accessories
Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of December 27, 2021, among Aptiv PLC (the “Issuer”), Aptiv Global Financing Limited, a subsidiary of the Issuer (the “New Subsidiary Co-Issuer”), Wilmington Trust, National Association, as the trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as registrar, paying agent and authenticating agent (the “Paying Agent”).
RESTATEMENT AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENTPledge and Security Agreement • March 1st, 2013 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT dated as of March 31, 2011, amended and restated as of May 17, 2011, as of September 14, 2012 and as of March 1, 2013 (this “Agreement”) among DELPHI AUTOMOTIVE PLC, a public limited company organized under the laws of Jersey (“Parent”), DELPHI AUTOMOTIVE LLP, a limited liability partnership formed under the laws of England and Wales with registered number 0C348002 and with a registered office at Royal London House, 20-25 Finsbury Square, London EC2A 1DX (“UK Holdco”), DELPHI AUTOMOTIVE HOLDINGS US LIMITED (formerly Delphi Holdings S.a.r.l.), a limited company organized under the laws of Jersey (“Intermediate Holdco”), DELPHI CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
DELPHI AUTOMOTIVE PLC LONG TERM INCENTIVE PLAN Officer RSU Award Agreement (including Continuity Incentive RSU Award)Long Term Incentive Plan • February 17th, 2012 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
REDEMPTION AGREEMENT dated as of March 31, 2011 between DELPHI AUTOMOTIVE LLP and GENERAL MOTORS HOLDINGS LLC relating to the redemption of 1,750,000 Class A Membership Interests of DELPHI AUTOMOTIVE LLPRedemption Agreement • June 30th, 2011 • Delphi Automotive PLC • Motor vehicle parts & accessories • Delaware
AGREEMENT (this “Agreement”) dated as of March 31, 2011 by and among Delphi Automotive LLP, a limited liability partnership formed under the laws of England and Wales, (the “Company”) and General Motors Holdings LLC, a limited liability company formed under the laws of the State of Delaware (“GM”).
Delphi Automotive PLC Ordinary Shares, par value $0.01 Underwriting AgreementUnderwriting Agreement • November 7th, 2011 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
Certain shareholders named in Schedule II hereto (the “Selling Shareholders”) of Delphi Automotive PLC, a company organized under the laws of Jersey (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] ordinary shares (the “Firm Shares”) par value $0.01 per share of the Company (“Ordinary Shares”) and, at the election of the Underwriters, up to [•] additional Ordinary Shares (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
LONG TERM INCENTIVE PLANLong Term Incentive Plan • May 1st, 2013 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
In recognition of the critical role that you play as an executive with Delphi Automotive PLC and/or one of its direct or indirect subsidiaries or affiliates (collectively, “Delphi” or the “Company”), and as consideration for any and all awards to be granted to you under the Delphi Automotive PLC Long Term Incentive Plan (the “Plan”) and/or for other good and valuable consideration, you (“Employee” or “you”) agree to the terms and conditions of this Confidentiality and Noninterference Agreement (this “Agreement”) as follows:
Salaried Retirement Equalization Savings ProgramDelphi Automotive PLC • June 30th, 2011 • Motor vehicle parts & accessories • Michigan
The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, or an “excess benefit plan” within the meaning of Section 3(36) of the ERISA, or a combination of both. The Plan is further intended to conform with the requirements of the Internal Revenue Code Section of 1986, as amended, (“the Code”) 409A and the final regulations issued thereunder and shall be implemented and administered in a manner consistent therewith.
LONG TERM INCENTIVE PLAN Non-Employee Director RSU Award AgreementDirector Rsu Award Agreement • July 31st, 2012 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
You have been granted a Restricted Stock Unit (“RSU”) award (this “Award”) on the following terms and subject to the provisions of Attachment A and the Delphi Automotive PLC Long Term Incentive Plan (the “Plan”). Unless defined in this Award agreement (including Attachment A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
January 24, 2018Aptiv PLC • May 2nd, 2018 • Motor vehicle parts & accessories • Michigan
This letter sets forth the anticipated allocation between these entities and outlines the terms and conditions that govern your assignment. Except as otherwise provided in this letter, your duties, responsibilities, compensation, and benefits remain unchanged.
DELPHI CORPORATION, as Issuer THE GUARANTORS PARTY HERETO, as Guarantors WILMINGTON TRUST COMPANY, as Trustee AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Registrar, Paying Agent and Authenticating Agent 5.875% SENIOR NOTES DUE 2019 6.125% SENIOR...Supplemental Indenture • June 30th, 2011 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
This INDENTURE, dated as of May 17, 2011 (this “Indenture”), is by and among Delphi Corporation, a Delaware corporation (the “Issuer”), Delphi Automotive LLP, a limited liability partnership organized under the laws of England and Wales (the “Company”), the other guarantors listed herein (together with the Company, the “Guarantors”) party hereto, Wilmington Trust Company, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as registrar (“Registrar”), paying agent (“Paying Agent”) and authenticating agent (“Authenticating Agent”).
New Delphi 1, LLCDelphi Automotive PLC • February 11th, 2013 • Motor vehicle parts & accessories
We are pleased to offer you employment with New Delphi 1, LLC (“Delphi U.S.”), a wholly owned subsidiary of Delphi Holdings LLP, a limited liability partnership incorporated under the laws of England and Wales (“New Delphi”). If you agree by countersigning this letter, you will become an executive of Delphi U.S. upon the effective date of the Master Disposition Agreement (“MDA”), currently anticipated for the first week of October 2009.
4.15% SENIOR NOTES DUE 2024 SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • March 3rd, 2014 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of March 3, 2014 (this “Second Supplemental Indenture”), among Delphi Corporation, a Delaware corporation (the “Issuer”), Delphi Automotive PLC, a public limited company formed under the laws of Jersey (the “Company”), the other guarantors from time to time party hereto, Wilmington Trust, National Association, as trustee (together with its successors and assigns in such capacity, the “Trustee”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as registrar, paying agent and authenticating agent under the Senior Indenture, dated as of February 14, 2013, among the Issuer, the Company, Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent, and the Trustee (the “Base Indenture” and, together with this Second Supplemental Indenture, the “Indenture”).
4.400% SENIOR NOTES DUE 2046 FOURTH SUPPLEMENTAL INDENTURE among DELPHI AUTOMOTIVE PLC, as Issuer THE GUARANTORS FROM TIME TO TIME PARTY HERETO, as Guarantors WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and DEUTSCHE BANK TRUST COMPANY AMERICAS,...Credit Agreement • September 20th, 2016 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of September 20, 2016 (this “Fourth Supplemental Indenture”), among Delphi Automotive PLC, a public limited company formed under the laws of Jersey (the “Issuer”), the guarantors from time to time party hereto, Wilmington Trust, National Association, as trustee (together with its successors and assigns in such capacity, the “Trustee”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Registrar, Paying Agent and Authenticating Agent under the Senior Indenture, dated as of March 10, 2015, among the Issuer, the guarantors from time to time party thereto, Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent, and the Trustee (the “Base Indenture” and, together with this Fourth Supplemental Indenture, the “Indenture”).
APTIV PLC 13,173,495 Ordinary Shares Underwriting AgreementUnderwriting Agreement • June 12th, 2020 • Aptiv PLC • Motor vehicle parts & accessories • New York
Aptiv PLC, a Jersey public limited company (the “Issuer”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC is acting as representative (the “Representative”), an aggregate of 13,173,495 ordinary shares, par value $0.01 per share (the “Ordinary Shares”) of the Issuer (the “Firm Securities”) and, at the election of the Underwriters, up to 1,976,024 additional Ordinary Shares (the “Optional Securities”), of the Issuer (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 11th, 2013 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of January 22, 2013, is made and entered into by Delphi Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).
SENIOR BRIDGE CREDIT AGREEMENT dated as of July 30, 2015 among DELPHI AUTOMOTIVE PLC, as Parent and the Borrower, DELPHI CORPORATION. as Corporation and a Borrower, DELPHI AUTOMOTIVE LLP, as UK Holdco, DELPHI AUTOMOTIVE HOLDINGS US LIMITED, as...Senior Bridge Credit Agreement • July 30th, 2015 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
This SENIOR BRIDGE CREDIT AGREEMENT (this “Agreement”) dated as of July 30, 2015, among DELPHI AUTOMOTIVE PLC, a public limited company organized under the laws of Jersey (the “Borrower” or “Parent”), DELPHI CORPORATION, a Delaware corporation (“Corporation”, and together with Parent, the “Borrowers”), DELPHI AUTOMOTIVE LLP, a limited liability partnership formed under the laws of England and Wales with registered number 0C348002 and with a registered office at Canon Place, 78, Cannon Street, London EC4N 6AF (“UK Holdco”), DELPHI AUTOMOTIVE HOLDINGS US LIMITED (formerly Delphi Holdings S.a.r.l.), a limited company organized under the laws of Jersey (“Intermediate Holdco”), the LENDERS from time to time party hereto and BARCLAYS BANK PLC, as Administrative Agent.
DELPHI AUTOMOTIVE LLPDelphi Automotive PLC • October 31st, 2011 • Motor vehicle parts & accessories
This letter confirms that, within sixty (60) days following the earlier to occur of an Initial Public Offering (as defined in the LLP Agreement) or a Sale of the Company (as defined in the Director Plan), in each case, at a time when the Implied Company Value (as defined below) exceeds six billion dollars ($6 billion), you shall be entitled to a lump sum cash payment in an amount equal to two hundred and seventy five thousand dollars ($275,000) (the “Special Bonus”), subject to your continuous service on the Board of Managers of Delphi Automotive LLP or its successor (the “Board”) through the date of such Initial Public Offering or Sale of the Company, as applicable. In the event that there is an Initial Public Offering or a Sale of the Company at a time when the Implied Company Value is less than or equal to six billion dollars ($6 billion) or your service on the Board terminates prior to the earlier to occur of an Initial Public Offering or a Sale of the Company, you shall forfeit yo
LONG-TERM INCENTIVE PLAN Continuity RSU Award Agreement – Performance-Based VestingContinuity Rsu Award Agreement • April 30th, 2015 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
American Axle & Manufacturing Holdings I BorgWarner Inc Cooper-Standard Holding Inc Dana Holding Corp Dorman Products Inc Federal-Mogul Holdings Corp Fuel Systems Solutions Inc Gentex Corp/MI Gentherm Inc Genuine Parts Co Johnson Controls Inc Lear Corp LKQ Corp Meritor Inc Motorcar Parts of America Inc Remy International Inc Standard Motor Products Inc Stoneridge Inc Strattec Security Corp Superior Industries International Inc Tenneco Inc Tower International Inc TRW Automotive Holdings Corp Visteon Corp WABCO Holdings Inc
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 8th, 2020 • Aptiv PLC • Motor vehicle parts & accessories • New York
Amendment No. 1, dated as of June 8, 2020 (this “Amendment”) to Second Amended and Restated Credit Agreement, dated as of August 17, 2016, as amended and restated as of May 1, 2020 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), by and among APTIV CORPORATION, a Delaware corporation (the “U.S. Parent Borrower”), APTIV PLC, a public limited company incorporated under the laws of Jersey (“Parent”), APTIV HOLDINGS US LIMITED, a par value limited company incorporated under the laws of Jersey, APTIV INTERNATIONAL HOLDINGS (UK) LLP, a limited liability partnership organized under the laws of England, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Swingline Lender, and the Lenders and Issuing Banks party thereto. Capitalized terms not otherwise defined herein having the definitions provided therefor in the Existing Credit Agreement.
EXECUTIVE RELEASE OF CLAIMS, SEPARATION, NON-SOLICITATION AND NON-COMPETE AGREEMENTNon-Solicitation and Non-Compete Agreement • June 30th, 2011 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
This Agreement is made as of February 22, 2010 (the “Effective Date”) by and between Delphi Corporation, its predecessors, subsidiaries, affiliates, divisions and joint ventures (collectively, “Delphi”), and John Sheehan (“Executive”) and hereafter referred to as the “Agreement”. In consideration of the mutual covenants and undertakings set forth below, Delphi and Executive agree as follows:
RESTATEMENT AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENTRestatement Agreement • May 5th, 2020 • Aptiv PLC • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT dated as of March 31, 2011, amended and restated as of May 17, 2011, as of September 14, 2012, as of March 1, 2013, as of August 17, 2016 and as of May 1, 2020 (this “Agreement”) among APTIV PLC, a public limited company organized under the laws of Jersey (“Parent”), APTIV CORPORATION, a Delaware corporation (the “U.S. Parent Borrower”), the Subsidiary Borrowers (as defined herein) from time to time party hereto, the LENDERS from time to time party hereto, the ISSUING BANKS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
3.150% SENIOR NOTES DUE 2020 4.250% SENIOR NOTES DUE 2026 SECOND SUPPLEMENTAL INDENTURE among DELPHI AUTOMOTIVE PLC, as Issuer THE GUARANTORS FROM TIME TO TIME PARTY HERETO, as Guarantors WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and DEUTSCHE...Credit Agreement • November 19th, 2015 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of November 19, 2015 (this “Second Supplemental Indenture”), among Delphi Automotive PLC, a public limited company formed under the laws of Jersey (the “Issuer”), the guarantors from time to time party hereto, Wilmington Trust, National Association, as trustee (together with its successors and assigns in such capacity, the “Trustee”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Registrar, Paying Agent and Authenticating Agent under the Senior Indenture, dated as of March 10, 2015, among the Issuer, the guarantors from time to time party thereto, Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent, and the Trustee (the “Base Indenture” and, together with this Second Supplemental Indenture, the “Indenture”).
CMS Cameron McKenna LLP Delphi Corporation (the “Company”) Mitre House Buildings A&B 160 Aldersgate Street Troy Tel +44(0)20 7367 3000 Michigan Fax +44(0)20 7367 2000 USA Our Ref: MIMR/NZE 131752.00004 14 February 2013 Dear SirsDelphi Automotive PLC • February 14th, 2013 • Motor vehicle parts & accessories
DELPHI AUTOMOTIVE PLC LONG TERM INCENTIVE PLAN Non-Employee Director RSU Award AgreementRsu Award Agreement • February 1st, 2012 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
You have been granted an RSU award (this “Award”) on the following terms and subject to the provisions of Attachment A and the Delphi Automotive PLC Long Term Incentive Plan (the “Plan”). Unless defined in this Award agreement (including Attachment A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
LONG-TERM INCENTIVE PLAN Transition and Advisory Services AwardRestricted Stock Unit • April 30th, 2015 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
You have been granted a Restricted Stock Unit (“RSU”) award (this “Award”) on the following terms and subject to the provisions of Attachment A and the Delphi Automotive PLC Long-Term Incentive Plan, as amended and restated (the “Plan”). Unless defined in this Award agreement (including Attachment A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail. Receipt of any Award under this Agreement is conditioned on execution of the Confidentiality and Noninterference Agreement included as Attachment B.
EMPLOYMENT CONTRACTEmployment Contract • February 8th, 2016 • Delphi Automotive PLC • Motor vehicle parts & accessories
In accordance with the Luxembourg “Code du Travail”, the following contract is made between Delphi International Operations Luxembourg S.a.r.l.
Dated 30 July 2015 HELLERMANNTYTON GROUP PLC -and- DELPHI AUTOMOTIVE PLC CO- OPERATION AGREEMENT Skadden, Arps, Slate, Meagher & Flom (UK) LLP Canary Wharf London E14 5DSCo-Operation Agreement • July 30th, 2015 • Delphi Automotive PLC • Motor vehicle parts & accessories
