EXHIBIT 10.29
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of January
1, 2004, by and between Visteon Corporation ("Visteon" or "Company") and Xxxxxx
X. Xxxxxxx ("Xxxxxxx").
WHEREAS, Xxxxxxx, currently employed by Visteon as its Executive Vice
President and Chief Financial Officer, had previously elected to retire
effective December 31, 2003, and if such retirement election were to be
effective he would have been entitled to a distribution from the Visteon
Corporation Deferred Compensation Plan ("Deferred Compensation Plan") in March,
2004 in accordance with Xxxxxxx'x pre-existing election under the Deferred
Compensation Plan; and
WHEREAS, during Visteon's search for a successor Chief Financial
Officer, Visteon desires that Xxxxxxx remain as Chief Financial Officer, and
Xxxxxxx has agreed to assist the Company by deferring his retirement and
remaining the Chief Financial Officer on the terms set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and intending to be legally bound,
the Company and Xxxxxxx hereby agree as follows:
1. Continued Appointment and Compensation. Visteon
agrees to continue to employ Xxxxxxx as its Executive Vice President and Chief
Financial Officer, and Xxxxxxx agrees to remain in such employ, during the term
of this Agreement. During the term hereof, Xxxxxxx shall be entitled to receive
from Visteon, in accordance with its policies and procedures: (i) a base salary
in an amount equal to his base salary as of December 1, 2003; (ii) any annual or
long-term incentive award or awards that would have vested in accordance with
its terms as of December 31, 2003; (iii) a pro rata portion of any 2004 annual
incentive award he would have otherwise been entitled to receive as approved by
the Organization and Compensation Committee of the Board of Directors of
Visteon; and (iv) such other employment benefits that, except as otherwise
provided herein, are equivalent, or substantially equivalent, to those provided
to other similarly situated executive officers of the Company, including,
without limitation, the executive flexible perquisite account, paid vacation,
"change in control" protections, and D&O liability insurance coverage.
Notwithstanding the foregoing, Xxxxxxx shall not be eligible to receive a 2004
long-term incentive award or awards. Xxxxxxx may terminate his employment
relationship with Visteon at any time, upon 30 days advance written notice to
the Chief Executive Officer of Visteon, and elect to retire with full benefits
under the applicable retirement plans. Visteon may terminate Xxxxxxx'x
employment relationship at any time, with or without cause, without advance
notice thereof; provided, however, that if Visteon shall not provide 30 days
advance notice of its election to so terminate, it shall pay Xxxxxxx his base
pay for such 30-day period.
2. Deferred Compensation Payments. Visteon agrees that
it will pay Xxxxxxx'x benefit under the Deferred Compensation Plan at the same
time and in the same manner as such payment would have been made had Xxxxxxx
retired on December 31, 2003.
3. Choice of Law. This Agreement shall be construed and
interpreted according to the laws of the State of Michigan, without giving
effect to any of the conflicts or choice of law provisions thereof that would
compel the application of the substantive laws of any other jurisdiction.
4. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original and all of which
shall constitute one and the same document.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first written above.
/s/ Xxxxxx X. Xxxxxxx Date: December 20, 2003
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Xxxxxx X. Xxxxxxx
VISTEON CORPORATION
By: /s/ Xxxxxx X. Xxxxxx Date: December 19, 2003
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Xxxxxx X. Xxxxxx
Senior Vice President - Corporate Relations
