EXHIBIT 10.9.1
VISTEON CORPORATION 2004 INCENTIVE PLAN
VISTEON CORPORATION EMPLOYEES EQUITY INCENTIVE PLAN
TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS
Visteon Corporation, a Delaware corporation (together with its
subsidiaries, the "Company"), subject to the terms and conditions 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 Appendix to this Agreement, non-qualified stock options ("Option")
as further described below.
1. Grant of Option.
The Company hereby grants to the Participant an "Option" to purchase
the number of shares of common stock of the Company ("Option Shares") set forth
in the Appendix, effective as of the date or dates ("Grant Date") and
exercisable as of the date or dates ("Vesting Dates") at the price per Option
Share ("Exercise Price") set forth in the Appendix, in accordance with the terms
and conditions specified herein. In the event of certain corporate transactions,
the number of Option Shares 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. Termination of Employment.
a. Unless provided otherwise under the remaining provisions of this
Paragraph 2, if the Participant's employment with the Company is terminated for
any reason, the Participant's right to exercise the Option will terminate on the
date of termination of employment and all rights hereunder will cease. Options
that have not yet vested as of the date of termination of employment will be
forfeited.
b. Notwithstanding the provisions of Paragraph 2a, if the Participant's
employment with the Company is terminated by reason of retirement, disability or
death, and provided that at the date of termination, the Participant had
remained in the employ of the Company for at least 180 days following the Grant
Date, the Participant's rights with respect to the Option will continue in
effect or continue to accrue for the period ending on the date immediately
preceding the tenth anniversary of the Grant Date, for Options with a Grant Date
prior to 2004, and on the date immediately preceding the fifth anniversary of
the Grant Date, for Options with a Grant Date after 2003, subject to any other
limitation on the exercise of such rights in effect at the date of exercise. 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.
c. Notwithstanding the provisions of Paragraph 2a, if the Participant's
employment with the Company is terminated under mutually satisfactory
conditions, and provided that at the date of termination, the Participant had
remained in the employ of the Company for at least 180 days following the Grant
Date, the Participant's rights with respect to the Option will continue in
effect or continue to accrue until the date 90 days after the date of such
termination (but not later than the date immediately preceding the tenth
anniversary of the Grant Date, for Options with a Grant Date prior to 2004, and
not later than the date immediately preceding the fifth anniversary of the Grant
Date, for Options with a Grant Date after 2003), subject to any other limitation
on the exercise of such rights in effect at the date of exercise.
d. Notwithstanding the provisions of Paragraph 2a, 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 Participant's rights with respect
to the Option will terminate on the date of such termination, or such later date
as is approved by the Committee, but not later than the date immediately
preceding the tenth anniversary of the Grant Date for Options with a Grant Date
prior to 2004, and the date immediately preceding the fifth anniversary of the
Grant Date for Options with a Grant Date after 2003, provided that the
Participant satisfies both of the following conditions: (i) at the date of
termination, the Participant had remained in the employ of the Company for 90
days following the Grant Date, and (ii) the Participant continues to be or
becomes employed in such division, operation or subsidiary following such sale
or other disposition and remains in such employ until the date of exercise of
such Option.
e. Notwithstanding the provisions of Paragraph 2a, if the Participant's
employment with the Company is terminated due to layoff, and provided that at
the date of termination, the Participant had remained in the employ of the
Company for at least 365 days following the Grant Date, the Participant's rights
with respect to the Option will continue in effect until the date 365 days (in
the case of Options with Grant Dates prior to May 9, 2001, 90 days) after the
date of such termination (but not later than the date immediately preceding the
tenth anniversary of the Grant Date for Options with a Grant Date prior to 2004,
and the date immediately preceding the fifth anniversary of the Grant Date, for
Options with a Grant Date after 2003), subject to any other limitation on the
exercise of such rights in effect at the date of exercise. Options not yet
vested at the date of termination will be forfeited.
f. Notwithstanding the provisions of Paragraph 2a, if the Participant's
employment with the Company is terminated by reason of discharge or release in
the best interest of the Company (or, in the case of Options with Grant Dates
prior to May 9, 2001, voluntary quit), the Participant's right to exercise the
Option will terminate on the date of termination of employment and all rights
hereunder will cease.
g. Notwithstanding the provisions of Paragraph 2a, in the case of
Options with Grant Dates on and after May 9, 2001, if the Participant's
employment with the Company is terminated by reason of voluntary quit, the
Participant's rights with respect to Options that are vested at the date of
termination will continue in effect until the date 90 days after the date of
such termination (but not later than the date immediately preceding the tenth
anniversary of the
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Grant Date for Options with a Grant Date prior to 2004, and immediately
preceding the fifth anniversary of the Grant Date for Options with a Grant Date
after 2003), subject to any other limitation on the exercise of such rights in
effect at the date of exercise. Options not yet vested at the date of
termination will be forfeited.
h. Notwithstanding the provisions of Paragraph 2a, if the Participant's
employment with the Company is terminated without cause under the provisions of
the Visteon Separation Program (VSP) or a successor severance plan of the
Company, and provided that at the date of termination, the Participant had
remained in the employ of the Company for at least 180 days following the Grant
Date, the Participant's rights with respect to the Option will continue in
effect until the date 365 days after the date of such termination (but not later
than the date immediately preceding the tenth anniversary of the Grant Date for
Options with Grant Dates prior to 2004, and immediately preceding the fifth
anniversary of the Grant Date for Options with Grant Dates after 2003), subject
to any other limitation on the exercise of such rights in effect at the date of
exercise. Options not yet vested at the date of termination will be forfeited.
3. Cancellation of the Option.
The Option will terminate, and cease to be exercisable, on the earliest
of the following:
a. Ten years from the Grant Date of Grant for Options with Grant Dates
prior to 2004; or five years from the Grant Date for Options with Grant Dates
after 2003
b. In the event of the Participant's termination of employment, such
earlier date as determined in accordance with the rules set forth in Paragraph
2.
4. Exercise of Option.
a. The Participant may, subject to the limitations of this Agreement
and the Plan, exercise all or any portion of the Option that has become vested
and that has not been cancelled under Paragraphs 2 and 3 by (i) providing notice
of exercise to the Company (in a form acceptable to the Company) specifying the
whole number of Option Shares with respect to which the Option is being
exercised, accompanied by payment of the exercise price, withholding taxes and
any applicable fees and expenses for such Option Shares in cash or by check, or
(ii) through a cashless exercise procedure established by the Committee. If the
Participant lives in a foreign jurisdiction, the Committee has the right to
limit the means of exercise to only a cashless exercise.
b. After receiving proper notice of exercise and full payment of the
exercise price, including full payment of any taxes, any brokerage fees
associated with the sale of the Option Shares, and any other applicable fees and
expenses, the Company will issue to the Participant (or the Participant's
beneficiary) the Option Shares purchased.
c. Notwithstanding the foregoing, the Option will not be exercisable if
and to the extent the Committee determines that such exercise would violate
applicable state or federal securities laws or the rules and regulations of any
securities exchange on which the Stock is then
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traded, or would violate the laws of any foreign jurisdiction, and the exercise
thereof may be limited or delayed until such requirements are met.
d. The Company may retain the services of a third-party administrator
to effectuate Option exercises and to perform other administrative services in
connection with the Plan. To the extent that the Company has retained such an
administrator, any reference to the Company shall be deemed to refer to such
third party administrator retained by the Company, and the Company may require
the Participant to exercise the Participant's Options only through such
third-party administrator.
5. Withholding.
The Company may deduct and withhold from any cash payable to the
Participant or may, as a condition to the issuance of any Option Shares
hereunder, require the Participant to pay to the Company or otherwise indemnify
the Company to its satisfaction, such amount as may be required for the purpose
of satisfying the Company's obligation to withhold federal, state or local taxes
in connection with any exercise of the Option.
6. Conditions on Option Award.
Notwithstanding anything herein to the contrary, the Committee may
cancel the Option, and may refuse to deliver any Option Shares for which the
Participant (or the Participant's beneficiary) has tendered a notice of exercise
and payment of the exercise price, if:
a. During the period from the date of the Participant's termination of
employment from the Company to the date any Option Shares purchased hereunder
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 employment with the Company, and whether before or after the
grant of this Option), acted in any manner detrimental to the best interests of
the Company.
In the event that the Committee refuses to deliver Option Shares under
this Paragraph 6, the amount of the exercise price and taxes, if any, tendered
by the Participant or the Participant's beneficiary for purchase of the Option
Shares will be promptly returned to the Participant or the beneficiary.
7. Nontransferability.
Except as provided in Paragraph 8 of this Agreement, the Participant
has no rights to sell, assign, transfer, pledge, or otherwise alienate the
Option under this Agreement, and any such attempted sale, assignment, transfer,
pledge or other conveyance will be null and void. The
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Option will be exercisable during the Participant's lifetime only by the
Participant (or the Participant's legal representative).
8. Beneficiary.
The Participant may designate a beneficiary to exercise the Option
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 Participant's 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 Company may refuse to recognize such exercise, without
liability for any interest or dividends on the underlying Option Shares, until
the Committee determines the identity of the beneficiary, or the Committee may
deem the Participant's estate as 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.
9. Securities Law Restrictions.
a. The Participant acknowledges that the Participant is acquiring the
Option and the Option Shares for investment purposes only and not with a view to
resale or other distribution thereof to the public in violation of the
Securities Act of 1933, as amended (the "Act"). The Participant agrees and
acknowledges with respect to any Option Shares that have not been registered
under the Act, that (a) the Participant will not sell or otherwise dispose of
such Option Shares except pursuant to an effective registration statement under
the Act and any applicable state securities laws, or in a transaction which in
the opinion of counsel for the Company is exempt from such registration, and (b)
a legend may be placed on the certificates for the Option Shares to such effect.
As further conditions to the issuance of the Option Shares, the Participant
agrees for himself or herself, the Participant's beneficiary, and the
Participant's heirs, legatees and legal representatives, prior to such issuance,
to execute and deliver to the Company such investment representations and
warranties, and to take such other actions, as the Committee determines may be
necessary or appropriate for compliance with the Act and any applicable
securities laws.
b. Notwithstanding anything herein to the contrary, the Committee, in
its sole and absolute discretion, may refuse to honor any notice of exercise,
may delay an exercise or delay issuing Option Shares following an exercise, may
impose additional limitations on the Participant's or beneficiary's ability to
exercise the Option or receive Option Shares upon exercise, and/or may impose
restrictions or conditions on the Participant's or beneficiary's ability to
directly or indirectly sell, hypothecate, pledge, loan, or otherwise encumber,
transfer or dispose of the Option Shares acquired upon exercise, if the
Committee determines that such action is
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necessary or desirable for compliance with any applicable state, federal or
foreign law, the requirements of any stock exchange on which the Option Shares
are 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.
10. Limited Interest.
a. The grant of the Option shall not be construed as giving the
Participant any interest other than as provided in this Agreement.
b. The Participant shall have no rights as a shareholder as a result of
the grant of the Option, until the Option is exercised, the exercise price and
applicable taxes are paid, and the Option Shares issued hereunder.
c. The grant of the Option 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
at any time.
d. The grant of the Option 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.
e. 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 Option under the Plan is a one-time benefit and does not create any
contractual or other right to receive a grant of stock options or benefits in
lieu of stock options 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 options, vesting provisions, and the exercise price.
11. 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
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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 Participant's ability to
participate in the Plan.
12. 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.
13. 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.
14. Severability.
In the event any term or condition set forth in this 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 had not been inserted.
15. Amendment.
The terms and conditions set forth in this Agreement may not be
amended, modified, terminated or otherwise altered except by the written consent
of the parties thereto.
16. 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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