VISTEON CORPORATION 2004 INCENTIVE PLAN VISTEON CORPORATION EMPLOYEES EQUITY INCENTIVE PLAN TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
EXHIBIT
10.5.7
TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
Visteon Corporation, a Delaware corporation (together with its subsidiaries, the “Company”),
subject to the terms 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, Restricted Stock Units as further described
herein.
1. Grant of Restricted Stock Unit.
The Company hereby grants to the Participant the number of Restricted Stock Units set forth in
the Notification Summary or Appendix, effective as of the date or dates (“Grant Date”) and subject
to the terms and conditions set forth herein and in the Notification Summary or Appendix attached
hereto. In the event of certain corporate transactions, the number of Restricted Stock Units
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. Vesting of Restricted Stock Units and Payment of Final Award.
a. During the Participant’s continuous employment with the Company, the Restricted Stock Units
will vest in accordance with the vesting schedule set forth in the Notification Summary or
Appendix.
b. In the event that application of the vesting schedule results in the vesting of a
fractional unit, only whole units will be considered vested.
c. Upon a Change in Control of the Company, outstanding Restricted Stock Units will vest and a
Final Award, as provided in Section 4, paid to the Participant, provided the Participant is
employed by the Company, as of the date immediately preceding the date on which the Change in
Control occurs.
3. Termination of Employment.
a. Unless provided otherwise under the remaining provisions of this Paragraph 3, if the
Participant’s employment with the Company is terminated for any reason, Participant will forfeit
any and all rights to Restricted Stock Units that have not vested on the termination date.
b. Notwithstanding the provisions of Paragraph 3a, if the Participant is placed on leave of
absence, with or without pay, the Restricted Stock Units shall remain in the
Participant’s Account and will vest in accordance with the provisions of Paragraph 2 as if the
Participant was actively employed.
c. Notwithstanding the provisions of Paragraph 3a, if the Participant’s employment with the
Company is terminated by reason of disability (as defined in the Company’s long-term disability
plan), death, retirement or termination without cause under the provisions of the Visteon
Separation Program (VSP) or a successor severance plan of the Company, and if the Participant had
remained in the employ of the Company for at least 180 days following the Grant Date, the
Restricted Stock Units shall vest on a pro rata basis, based on the number of months that have
lapsed following the Grant Date in the manner set forth in the Notification Summary or Appendix.
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.
d. Notwithstanding the provisions of Paragraph 3a, 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 Restricted Stock Units shall
be forfeited, provided that if the Participant satisfies both of the following conditions,
Restricted Stock Units prorated based on the number of months from the Grant Date to the date of
termination of employment from the Company shall vest and a Final Award determined in accordance
with Section 4 and paid to the Participant: (i) at the date of Participant’s termination of
employment with the Company, the Participant had been actively employed by the Company for at least
90 days following the Grant Date, and (ii) Participant continues employment with the division,
operation or subsidiary following such sale or other disposition (or any successor to such
division, operation or subsidiary) until the earlier of retirement as defined in Paragraph 2c,
substituting “successor” for “Company”, or the date that the Restricted Stock Units would otherwise
vest.
4. Restricted Stock Unit Account and Final Awards.
a. The Company will credit the Restricted Stock Units to a hypothetical Restricted Stock Unit
Account that shall be the record of Restricted Stock Units granted to the Participant under the
plan and shall be for record keeping purposes only. The Company shall have no obligation to
segregate any assets for the benefit of the Participant. As soon as practicable following the
vesting of the Restricted Stock Units, or as otherwise specified in the Notification Summary or
Appendix, the Company shall pay to the Participant a single lump sum cash award equal to the number
of vested Restricted Stock Units in the Participant’s Restricted Stock Unit Account multiplied by
the Fair Market Value (as defined in the Plan) on the vesting date of a share of Company Common
Stock, less applicable withholding taxes; provided, however, that in the event that the
restrictions contained in Section 4(a)(3) of the Visteon Corporation 2004 Incentive Plan are
eliminated by an amendment duly approved by the stockholders of the Company at the Company’s 2008
annual meeting of stockholders, then, in lieu of cash, the Company may, at its election, deliver a
number of shares of Company Common
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Stock equal to the number of Restricted Stock Units so vesting,
less applicable withholding taxes
(whether in cash or share of Company Common Stock). Any shares of Company Common Stock shall
be issued in book-entry form, registered in Participant’s name or in the name of Participant’s
legal representatives, beneficiaries or heirs, as the case may be. The Company will not deliver
any fractional share of Company Common Stock but will pay, in lieu thereof, cash equal to the Fair
Market Value of such fractional share. As soon as practicable following the date on which there
occurs any event that results in the Participant ceasing to accrue service toward vesting of the
Restricted Stock Units, the Company shall pay (or deliver shares of Common Stock in accordance with
the immediately preceding sentence) to the Participant a Final Award based on the number of
Restricted Stock Units, if any, in which the Participant has vested, less applicable withholding
taxes, and the remaining Restricted Stock Units shall be forfeited.
b. The Company may retain the services of a third-party administrator to perform
administrative services in connection with the Plan. To the extent the Company has retained such
an administrator, any reference to the Company shall be deemed to refer to any such third-party
administrator retained by the Company, and the Company may require the Participant to exercise the
Participant’s rights under this Agreement only through such third-party administrator.
5. Dividend Equivalents.
Each Participant to whom a Restricted Stock Unit is granted and remains outstanding shall be
entitled to receive payment of the same amount of cash that such Participant would have received as
cash dividends, as if, on each record date during the period that the Restricted Stock Unit remains
outstanding, such Participant had been the holder of record of a number of shares of Stock equal to
100% of the Restricted Stock Units, subject to applicable withholding taxes.
6. Withholding.
a. Upon the Vesting of Restricted Stock Units pursuant to Paragraph 4 above, the Company may
satisfy its tax withholding obligations in any manner determined by the Committee, including by
withholding a portion of the Participant’s cash compensation or shares of Common Stock that may be
delivered in respect of the Restricted Stock Units. The fair market value of any fraction of a
vested Restricted Stock Unit remaining after the withholding requirements are satisfied will be
paid to the Participant in cash. The Company may also require the Participant to deliver a check
in the amount of any tax withholding obligation, or to otherwise indemnify the Company, as a
condition to the issuance of any Final Award hereunder.
b. Dividend Equivalents paid on Restricted Stock Units are subject to applicable tax
withholding as described in subsection 6(a).
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7. Conditions on Award.
Notwithstanding anything herein to the contrary, the Committee may cancel an award of
Restricted Stock Units, and may refuse to pay (or deliver shares of Common Stock to satisfy) a
Final Award, if:
a. During the period from the date of the Participant’s termination of employment from the
Company to the date any Final Award is paid (or shares of Common Stock are delivered) to the
Participant (or the Participant’s beneficiary), the Committee determines that the Participant has
either (i) refused to be available, upon request, at reasonable times and upon a reasonable basis,
to consult with, supply information to and otherwise cooperate with the Company with respect to any
matter that was handled by the Participant or under the Participant’s supervision while the
Participant was in the employ of the Company or (ii) engaged in any activity that is directly or
indirectly in competition with any activity of the Company; or
b. The Committee determines that the Participant, at any time (whether before or after the
Participant’s employment with the Company, and whether before or after the grant of the Restricted
Stock Units), acted in any manner that the Committee deems detrimental to the best interests of the
Company.
8. Nontransferability.
Except as provided in Paragraph 9 of this Agreement, the Participant has no right to sell,
assign, transfer, pledge, or otherwise alienate the Restricted Stock Units, and any attempted sale,
assignment, transfer, pledge or other conveyance will be null and void.
9. Beneficiary.
The Participant may designate a beneficiary to receive any Final Award that may be paid (or
shares of Common Stock are delivered) on or after the Participant’s death on the form or in the
manner prescribed for such purpose by the Committee. Absent such designation, the Participant’s
beneficiary will be the Participant’s estate. The Participant may from time to time revoke or
change the beneficiary designation without the consent of any prior beneficiary by filing a new
designation with the Company. If a Participant designates his or her spouse as beneficiary, such
designation automatically shall become null and void on the date of the Participant’s divorce or
legal separation from such spouse. The last such designation received by the Company will be
controlling; provided, however, that no designation, or change or revocation thereof, will be
effective unless received by the Company prior to the Participant’s death, and in no event will any
designation be effective as of a date prior to such receipt. If the Committee is in doubt as to
the identity of the beneficiary, the Committee may deem the Participant’s estate as the
beneficiary, or the Company may apply to any court of appropriate jurisdiction and such application
will be a complete discharge of the liability of the Company therefor.
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10. Legal Restrictions.
Notwithstanding anything herein to the contrary, the Committee, in its sole and absolute
discretion, may delay payment of (or delivery of shares of Common Stock to satisfy) a Final Award
to a Participant or beneficiary or may impose restrictions or conditions on the Participant’s (or
any beneficiary’s) receipt of a Final Award, if the Committee determines that such action is
necessary or desirable for compliance with any applicable state, federal or foreign law, the
requirements of any stock exchange on which the stock is then traded, or is requested by
the Company or the underwriters managing any underwritten offering of the Company’s securities
pursuant to an effective registration statement filed under the Act.
11. Voting Rights.
Participants shall have no voting rights with respect to the Restricted Stock Units.
12. Limited Interest.
a. The grant of the Restricted Stock Units shall not be construed as giving the Participant
any interest other than as provided in this Agreement. The Participant shall have no rights as a
shareholder as a result of the grant or Vesting of the Restricted Stock Units unless and until
shares of Common Stock are received upon Vesting of the Restricted Stock Units.
b. The grant of the Restricted Stock Units shall not confer on the Participant any right to
continue as an employee or continue in service of the Company, nor interfere in any way with the
right of the Company to terminate the Participant’s employment at any time.
c. The grant of the Restricted Stock Units shall not affect in any way the right or power of
the Company to make or authorize any or all adjustments, recapitalizations, reorganizations, or
other changes in the Company’s capital structure or its business, or any merger, consolidation or
business combination of the Company, or any issuance or modification of any term, condition, or
covenant of any bond, debenture, debt, preferred stock or other instrument ahead of or affecting
the stock or the rights of the holders thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business or any other Company act or
proceeding, whether of a similar character or otherwise.
d. The Participant acknowledges and agrees that the Plan is discretionary in nature and
limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole
discretion, at any time. The grant of the Restricted Stock Units under the Plan is a one-time
benefit and does not create any contractual or other right to receive a grant of Restricted Stock
Units or benefits in lieu of Restricted Stock Units in the future. Future grants, if any, will be
at the sole discretion of the Committee, including, but not limited to, the timing of any grant,
the number of Restricted Stock Units to be granted, and the terms and conditions of such Restricted
Stock Units.
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13. Consent to Transfer of Personal Data.
The Participant voluntarily acknowledges and consents to the collection, use, processing and
transfer of personal data as described in this paragraph. The Participant is not obliged to
consent to such collection, use, processing and transfer of personal data. However, failure to
provide the consent may affect the Participant’s ability to participate in the Plan. The Company
holds certain personal information about the Participant, including the Participant’s name, home
address and telephone number, date of birth, social security number or other employee
identification number, salary, nationality, job title, any shares of stock or directorships held in
the Company, details of all options or any other entitlement to shares of stock awarded, canceled,
purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of
managing and administering the Plan (“Data”). The Company and/or its subsidiaries will
transfer Data amongst themselves as necessary for the purpose of implementation, administration and
management of the Participant’s participation in the Plan, and the Company may further transfer
Data to any third parties assisting the Company in the implementation, administration and
management of the Plan. These recipients may be located in the European Economic Area, or
elsewhere throughout the world, such as the United States. The Participant authorizes them to
receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes
of implementing, administering and managing the Participant’s participation in the Plan, including
any requisite transfer of such Data as may be required for the administration of the Plan and/or
the subsequent holding of shares of stock on the Participant’s behalf to a broker or other third
party with whom the Participant may elect to deposit any shares of stock acquired pursuant to the
Plan. The Participant may, at any time, review Data, require any necessary amendments to it or
withdraw the consents herein in writing by contacting the Company; however, withdrawing consent may
affect the Participant’s ability to participate in the Plan.
14. Incorporation by Reference.
The terms of the Plan are expressly incorporated herein by reference. Capitalized terms that
are not defined in this Agreement will have the meaning ascribed to them under the Plan. In the
event of any conflict between this Agreement and the Plan, the Plan shall govern.
15. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware, without reference to any conflict of laws principles thereof.
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16. Severability.
In the event any provision of the Agreement is held illegal or invalid for any reason, the
illegality or invalidity will not affect the remaining provisions of the Agreement, and the
Agreement shall be construed and enforced as if the illegal or invalid provision has not been
inserted.
17. Amendment.
This Agreement may not be amended, modified, terminated or otherwise altered except by the
written consent of the parties thereto.
18. Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be
an original but all of which together will constitute one and the same instrument.
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