Exhibit 10.15
AMENDMENT NUMBER TWO TO
AMENDED AND RESTATED EMPLOYEE TRANSITION AGREEMENT
The Amended and Restated Employee Transition Agreement dated as of April 1,
2000 and restated as of December 19, 2003 by and between Ford Motor Company, a
Delaware corporation ("Ford") and Visteon Corporation, a Delaware corporation
("Visteon") is hereby amended as follows:
1. Section 3.01 is amended to add subsection (i) to read as follows:
(i) Effective as of the closing of the transactions contemplated by
the Visteon "A" Transaction Agreement dated as of September 12, 2005
between Ford and Visteon (the "2005 Transaction Date"), Ford shall pay
Visteon an amount equal to one-half of the annual prospective SFAS 87
expense from the date of retirement under the Visteon Mirror GRP,
including prorata interest on the retiree obligation, a prorata share
of the actuarial gains or losses, and a prorata share of expected
return on assets, for Group I and Group II Employees who are leased
under the Visteon Salaried Lease Agreement dated as of October 1, 2005
between Visteon and Automotive Components Holdings, LLC f/k/a VFH
Holdings, LLC ("ACH") ("Visteon Salaried Lease Agreement") and who (1)
apply to retire in the period commencing immediately after public
announcement by ACH of a sale, closure or exit from an operation of
ACH ("ACH Event") and terminating one month after the date of such
announcement, or (2) retire during the period commencing immediately
after the ACH Event and terminating on the 2nd day of the 2nd calendar
month beginning after the ACH Event, or (3) in the case of a Group I
or Group II Employee who is leased to the buyer of an ACH operation
pursuant to Section 2.05 of the Visteon Salaried Lease Agreement,
retires during the period commencing immediately after the date such
an employee ceases to be leased to such buyer and terminating on the
2nd day of the 2nd calendar month beginning after that date; provided,
however, that such retirement does not occur more than eight months
after the sale to the buyer ("Visteon Special Retirees"). Any
reimbursement hereunder shall not include SFAS 88 charges. This amount
shall be paid monthly. For avoidance of doubt, Visteon shall retain
responsibility for (A) Group I and Group II Employees who are not
leased employees under the Visteon Salaried Lease Agreement; (B) Group
I and Group II Employees who are leased under the Visteon Salaried
Lease Agreement but who are not Visteon Special Retirees, as defined
above; and (C) Group III Employees. Any amounts Ford may owe to
Visteon pursuant to this subsection (i) shall be offset from any
amounts Visteon owes Ford under Section 3.01(c)(ii) of this Agreement.
2. Section 3.01 is amended to add subsection (j) to read as follows:
(j) Effective as of the 2005 Transaction Date, in the event a Group I
or II Employee accepts an offer of employment by Ford or any of its
subsidiaries that participate in the GRP ("Ford Returnee"), Ford shall
be responsible for paying the retirement benefits of such employee for
the combination of Ford service prior to July 1, 2000 and Ford service
after the date such employee is enrolled on the Ford salaried
employment rolls ("Ford Return Date"). Visteon shall remain
responsible for providing retirement benefits for service after July
1, 2000 and prior to the Ford Return Date for such employees. The
provisions of Section 3.01 of the Salaried Employee Transition
Agreement dated as of October 1, 2005 between Visteon and Ford shall
apply to Ford Returnees as if fully set forth herein. In addition,
Ford shall be responsible for providing post retirement health and
life insurance benefits, if any, for Ford Returnees as of the
retirement date at Ford's cost and Visteon's OPEB Obligations (as
defined in Section 3.03) shall be reduced accordingly.
3. Section 3.02 is amended to add subsection (d) to read as follows:
(d) Effective as of the 2005 Transaction Date, Ford shall pay Visteon
an amount equal to one-half of the annual prospective SFAS 87 expense
from the date of retirement under the Visteon Mirror NQP's, including
prorata interest on the retiree obligation, a prorata share of the
actuarial gains or losses, and a prorata share of expected return on
assets, if any, for Visteon Special Retirees. Any reimbursement
hereunder shall not include SFAS 88 charges. This amount shall be paid
monthly. For avoidance of doubt, Visteon shall retain responsibility
for (A) Group I and Group II Employees who are not leased employees
under the Visteon Salaried Lease Agreement; (B) Group I and Group II
Employees who are leased under the Visteon Salaried Lease Agreement
but who are not Visteon Special Retirees, as defined in Subsection
3.01(i) above; and (C) Group III Employees. Any amounts Ford may owe
to Visteon pursuant to this subsection (d) shall be offset from any
amounts Visteon owes Ford under Section 3.02(c)(ii) of this Agreement.
4. The first paragraph of Section 3.03 is amended to read as follows:
Visteon shall pay the cost of providing post-retirement health and
life benefits for Group I and Group II Employees under the Ford Health
and Group Life and Disability Insurance Plan (the "Plans") ("OPEB")
beginning as of the Benefit Transition Date as provided below.
Notwithstanding the foregoing, effective as of the 2005 Transaction
Date, Visteon's annual cash OPEB reimbursement obligation to Ford
described in subsection 3.03 (a) below and the balance sheet liability
and SFAS 106
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expense described in subsection 3.03 (b) below (collectively, the
"OPEB Obligations") shall exclude OPEB Obligations attributable to
Group I and Group II Employees who retired prior to May 24, 2005 (the
"MOU Retirees"), valued as of September 30, 2005 by the Ford Actuary
and verified by the Visteon Actuary, and based on assumptions used by
Ford for its Ford salaried employees. Effective the date of the
Visteon Salaried Employee Transition Agreement between the Parties
("Salaried Transition Agreement"), the OPEB Obligations shall also
exclude, retroactive to the Effective Date of this Agreement, OPEB
Obligations attributable to Group I and Group II Employees who
transfer to Ford pursuant to the terms of the Salaried Employee
Transition Agreement ("Rawsonville/Sterling Transferred Employees"),
valued at January 1, 2006 by the Ford Actuary and verified by the
Visteon Actuary, and based on assumptions used by Ford for its Ford
salaried employees. Ford hereby fully, unconditionally, completely,
irrevocably and forever forgives and releases Visteon from the OPEB
Obligations attributable to the MOU Retirees and the
Rawsonville/Sterling Transferred Employees, as described herein.
Effective on the 2005 Transaction Date, the OPEB Obligations shall
also exclude one-half of the annual prospective SFAS 106 expense from
the date of retirement, including prorata interest on the retiree
obligation, a prorata share of the actuarial gains and losses, and a
prorata share of expected return on assets, if any, for Visteon
Special Retirees. Any reimbursement hereunder shall not include SFAS
88 charges. For avoidance of doubt, Visteon shall retain financial
responsibility for (A) Group I and Group II Employees who are not
leased employees under the Visteon Salaried Lease Agreement; (B) Group
I and Group II Employees who are leased under the Visteon Salaried
Lease Agreement but who are not Visteon Special Retirees, as defined
in Subsection 3.01(i) above; and (C) Group III Employees.
5. Subsection 3.03b(i) is amended to read as follows:
(i) For years 2011 through 2020. The amount of cash payable to
the Visteon VEBA in each year commencing January 1, 2011
through December 31, 2020 shall be an amount equal to the
sum of (A) and (B), less (C), but not less than zero, where:
(A) is the OPEB balance sheet liability in respect of Group
I and II Employees as of December 31, 2010 (these
amounts to be determined by the Ford Actuary and
verified by the Visteon Actuary), divided by 10;
(B) is the annual amortized SFAS 106 expense which is an
amount equal to the SFAS 106 expense with
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respect to Group I and II Employees as computed by the
Ford Actuary and verified by the Visteon Actuary and
based on assumptions used by Ford for its Ford salaried
employees, and reduced by the actual return on the
VEBA, amortized over 30 years for the period commencing
January 1, 2011 and ending December 31, 2020, and
(C) is the balance in the Salaried Employee OPEB Payment
Notional Account, as described below.
6. Subsection b. of Section 3.03 is further amended to insert the following
paragraph directly after Subsection b(iii):
The Salaried Employee OPEB Payment Notional Account shall be
established solely for tracking the amount payable by ACH for the OPEB
expense for the Group I and II Employees who are Leased Employees
under the terms of the Salaried Lease Agreement and determining the
amount of cash payable to the VEBA pursuant to Subsection 3.03(b)(i)
above, and not for purposes of establishing a separate trust or fund
of any kind. This account shall be credited, beginning on the 2005
Transaction Date with the portion of the monthly salaried lease fee,
otherwise payable to Visteon, that is attributable to the OPEB expense
for those Leased Employees, and shall also be credited with interest
calculated quarterly at the annual rate of 4.75% on the balance, and
shall be reduced by the amounts otherwise payable to Ford or its Plans
on or after January 1, 2011 under Section 3.03 (a) or (b) of this
Agreement until the account is exhausted. On or after January 1, 2006,
the account also shall be reduced for the cumulative OPEB expense that
was charged to Ford commencing October 1, 2005 through December 31,
2005 for Group I and II Employees who are Leased Employees under the
Visteon Salaried Employee Lease Agreement Rawsonville/ Sterling
between Visteon and Ford dated as of October 1, 2005 in the event such
employees transfer to Ford effective January 1, 2006 and become
Rawsonville/Sterling Transferred Employees, and further, the account
shall be reduced for any related interest that was credited to the
account with respect to such OPEB expense.
7. Except as otherwise specifically modified hereby, the Amended and
Restated Employee Transition Agreement shall remain in full force and effect.
[signatures appear on following page]
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IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment
Number Two to the Amended and Restated Employee Transition Agreement effective
as of October 1, 2005.
FORD MOTOR COMPANY VISTEON CORPORATION
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
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Title: Executive Vice President and Title: Executive Vice President and
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Chief Financial Officer Chief Financial Officer
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