Exhibit 10.5.3
VISTEON CORPORATION 2004 INCENTIVE PLAN
VISTEON CORPORATION EMPLOYEES EQUITY INCENTIVE PLAN
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. 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 to the Participant a Final Award based on the
number of Restricted Stock Units, if any, in which the
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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. 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).
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 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 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
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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 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.
10. Legal Restrictions.
Notwithstanding anything herein to the contrary, the Committee, in its
sole and absolute discretion, may delay payment of 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.
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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.
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
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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.
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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