Exhibit 10.5.4
VISTEON CORPORATION 2004 INCENTIVE PLAN
VISTEON CORPORATION EMPLOYEES EQUITY INCENTIVE PLAN
TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
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 Notification Summary or Appendix to this Agreement, Stock
Appreciation Rights ("SARs") as further described below.
1. Grant of SARs.
The Company hereby grants to the Participant the number of SARs set
forth in the Notification Summary or Appendix, effective as of the date or dates
("Grant Date") and exercisable as of the date or dates ("Vesting Dates") at the
price per SAR ("Exercise Price") set forth in the Notification Summary or
Appendix, in accordance with the terms and conditions specified herein. Each SAR
represents the right to receive, without payment to the Company, an amount of
cash equal to the amount by which the Fair Market Value of a share of Company
Common Stock exceeds the Exercise Price on the date the SAR is exercised. In the
event of certain corporate transactions, the number of SARs 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 SAR will terminate on the
date of termination of employment and all rights hereunder will cease. SARs 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 SARs will
continue in effect or continue to accrue for the period ending on the date
immediately preceding the fifth anniversary of the Grant Date, for SARs with a
Grant Date prior to 2007; and on the date immediately preceding the seventh
anniversary of the Grant Date, for SARs with a Grant Date after 2006, 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 SARs 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 fifth
anniversary of the Grant Date, for SARs with a Grant Date prior to 2007; and on
the date immediately preceding the seventh anniversary of the Grant Date, for
SARs with a Grant Date after 2006), 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 SARs 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 fifth anniversary of the Grant Date, for SARs with a
Grant Date prior to 2007; and on the date immediately preceding the seventh
anniversary of the Grant Date, for SARs with a Grant Date after 2006), 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 SARs.
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 SARs will continue in effect until the
date 365 days after the date of such termination (but not later than the date
immediately preceding the fifth anniversary of the Grant Date, for SARs with a
Grant Date prior to 2007; and on the date immediately preceding the seventh
anniversary of the Grant Date, for SARs with a Grant Date after 2006), subject
to any other limitation on the exercise of such rights in effect at the date of
exercise. SARs 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, the Participant's right to
exercise the SAR will terminate on the date of termination of employment and all
rights hereunder will cease.
g. Notwithstanding the provisions of Paragraph 2a, if the
Participant's employment with the Company is terminated by reason of voluntary
quit, the Participant's rights with respect to SARs 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 fifth
anniversary of the Grant Date, for SARs with a Grant Date prior to 2007; and on
the
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date immediately preceding the seventh anniversary of the Grant Date, for SARs
with a Grant Date after 2006), subject to any other limitation on the exercise
of such rights in effect at the date of exercise. SARs 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 SARs will continue in
effect until the date 365 days after the date of such termination (but not later
than the date immediately preceding the fifth anniversary of the Grant Date, for
SARs with a Grant Date prior to 2007; and on the date immediately preceding the
seventh anniversary of the Grant Date, for SARs with a Grant Date after 2006),
subject to any other limitation on the exercise of such rights in effect at the
date of exercise. SARs not yet vested at the date of termination will be
forfeited.
3. Cancellation of the SARs.
The SARs will terminate, and cease to be exercisable, on the earliest
of the following:
a. The date immediately preceding the fifth anniversary of the Grant
Date, for SARs with Grant Dates prior to 2007; and the date immediately
preceding the seventh anniversary of the Grant Date, for SARs with Grant Dates
after 2006;
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 SARs.
a. The Participant may, subject to the limitations of this Agreement
and the Plan, exercise all or any portion of the SARs that have become vested
and that have 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 SARs being exercised.
b. After receiving proper notice of exercise, the Company will issue
to the Participant (or the Participant's beneficiary) a lump sum cash payment in
an amount determined by multiplying (i) the total number of SARs being exercised
by the Participant, by (ii) the amount by which the Fair Market Value of a share
of Company common stock exceeds the Exercise Price, less any applicable
withholding taxes.
c. Notwithstanding the foregoing, the SARs 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 Company common stock is then traded, or would
violate the laws of any foreign jurisdiction, and the exercise thereof may be
limited or delayed until such requirements are met.
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d. The Company may retain the services of a third-party administrator
to effectuate SAR 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 SARs only through such third-party
administrator.
5. Withholding.
The Company may deduct and withhold from any cash payable to the
Participant or may 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 SARs.
6. Conditions on SAR Award.
Notwithstanding anything herein to the contrary, the Committee may
cancel the SARs, and may refuse to deliver any payment for SARs with respect to
which the Participant (or the Participant's beneficiary) has tendered a notice
of exercise, if:
a. During the period from the date of the Participant's termination of
employment from the Company to the date such payment is 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.
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 SARs
awarded under this Agreement, and any such attempted sale, assignment, transfer,
pledge or other conveyance will be null and void. The SARs 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 SARs 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
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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, 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.
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 payment following an exercise, may impose
additional limitations on the Participant's or beneficiary's ability to exercise
the SAR or receive payment upon exercise, 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
Company common 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.
10. Limited Interest.
a. The grant of the SARS 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 or exercise of the SARs.
c. The grant of the SARs 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 SARs 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,
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in its sole discretion, at any time. The grant of the SARs under the Plan is a
one-time benefit and does not create any contractual or other right to receive a
grant of SARs or benefits in lieu of SARs 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 SARs, 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 awards, 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 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.
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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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