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EXHIBIT 10(w)
AMENDMENT NO. 1 EFFECTIVE AS OF JULY 1, 1999
TO
EMPLOYMENT CONTRACT DATED 31 JULY 1997
BY AND BETWEEN
DELPHI AUTOMOTIVE SYSTEMS LUXEMBOURG S.A.
AND
XXXX XXXXX XXXXXXX
WHEREAS, Xx. Xxxx Xxxxx Xxxxxxx (the "Employee") and Delphi Automotive Systems
Luxembourg S.A. (the "Company") entered into an Employment Contract dated 31
July 1997 (the "Agreement");
WHEREAS, in connection with the appointment of the Employee as the President of
Delphi Automotive Systems Europe, the Employee has been requested by the Company
to be temporarily detached from the Company in Luxembourg (the "Home Unit") to
Delphi Automotive Systems European Headquarters in Paris, France (the "Host
Unit");
WHEREAS, the Employee has accepted such appointment and has agreed to be
temporarily detached to Delphi Automotive Systems European Headquarters in
Paris, France; and
WHEREAS, the Company and the Employee wish to amend the Agreement in order to
set forth terms of the detachment of the Employee to the Host Unit and certain
other matters relating to the remuneration and employment of the Employee in his
new position.
NOW THEREFORE, in consideration of the mutual covenants set forth herein and for
other consideration, the receipt and sufficiency of which is hereby
acknowledged, the Employee and the Company hereby agree to as follows:
1. APPOINTMENT AS PRESIDENT OF DELPHI AUTOMOTIVE SYSTEMS EUROPE
Article 1 of the Agreement is hereby amended by deleting the last two
sentences thereof and replacing them as follows:
"The Employee will effective as of July 1, 1999 be the President of Delphi
Automotive Systems Europe and will be based in Paris, France at Delphi's
European Headquarters (the "Host Unit"). As a result of this new
assignment, the Employee will be temporarily detached from the Company in
Luxembourg (the "Home Unit") in accordance with Delphi policies in effect
from time to time. The Employee consents to the temporary detachment from
the Home Unit to the Host Unit."
2. SALARY
Article 4 of the Agreement is hereby amended by deleting the first
sentence thereof and replacing it as follows:
"Annual gross salary of the Employee will be Lfr 14,419,230."
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3. ADDITIONAL PAYMENTS
3.1. 13TH MONTH SALARY; VACATION
Article 5(a) of the Agreement is hereby amended by deleting the
first sentence thereof and replacing it as follows:
"The gross annual salary will be paid at such times to Employee as
is consistent with the payroll practices and policies of the Home
Unit. Notwithstanding anything to the contrary contained in the
Agreement, the Employee's vacation entitlement will be determined
by the rules of the Home Unit. However, paid statutory holidays
are determined by the rules of the Host Unit."
3.2. ANNUAL BONUS
Article 5(b) of the Agreement is hereby amended by adding the
following:
"The Annual Bonus for 1999 and following years will be contained
in a separate document sent to you by or on behalf of the Company
from time to time. The Employee acknowledges and agrees that the
Annual Bonus is not guaranteed and is based, inter alia, on the
performance of Delphi and Employee's personal performance."
3.3. PERFORMANCE ACHIEVEMENT (PAP)
Article 5(c) of the Agreement is hereby amended by adding the
following:
"The Performance Achievement (PAP) for years subsequent to 1999
will be contained in a separate document sent to you by or on
behalf of the Company from time to time. The Employee acknowledges
and agrees that the Performance Achievement (PAP) is not
guaranteed and is based, inter alia, on the performance of Delphi
and Employee's personal performance."
3.4. STOCK OPTION GRANTS
Article 5(d) of the Agreement is hereby amended by adding the
following:
"The Stock Option Grants for years subsequent to 1999 will be
contained in a separate document sent to you by or on behalf of
the Company from time to time. The Employee acknowledges and
agrees that the Stock Option Grants are not guaranteed and are
based, inter alia, on the performance of Delphi and Employee's
personal performance."
3.5. BENEFITS AND ARRANGEMENTS
Article 5(e) of the Agreement is hereby amended by adding the
following:
"Housing Allowance - For a three-year period commencing July 1,
1999, the Employee will receive a monthly housing allowance of Lfr
2,835,000. The housing allowance is payable in full to the
Employee even if the monthly rental cost of the Employee's leased
premises in Paris is less than the amount of the monthly housing
allowance. The Employee consents to the Host Unit executing in the
name of the Host Unit a lease for the Employee's leased premises
in the Paris region and paying the lease payments directly to the
landlord in the event that it is more tax efficient for French
income tax purposes for the housing allowance to be paid in this
manner. Such payment will not affect the Employee's entitlement to
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the full amount of the monthly housing allowance as described in
the second sentence of this clause (i)
3.6. TRAVEL HARDSHIP ALLOWANCE ("PRIME D'EXPATRIATION")
Article 5 of the Agreement is hereby amended by adding a new
Section 5(g) after Section 5(f):
"(g) Travel Hardship Allowance (prime d'expatriation) Employee's
temporary detachment from the Home Unit to the Host Unit will
entail several assignments abroad (outside of France) in order for
Employee to effectively fulfill his responsibilities as President
of Delphi Automotive Systems Europe. In order to compensate
Employee for the burden incurred as a result of the contemplated
business travels outside of France, during the temporary
detachment to the Host Unit Employee will receive a travel
hardship allowance (prime d'expatriation) equal to FF 4,325,770 in
the event that the Employee spends more than 90 work days outside
of France. Following the end of the Employee's temporary
detachment, the travel hardship allowance will terminate and the
Home Unit shall either (i) implement a similar travel hardship
allowance if permitted under Luxembourg law or (ii) take such
steps to compensate the Employee for the loss of such allowance in
the Employee's base salary as a result of the end of the temporary
detachment."
4. HOST UNIT HEALTHCARE PLAN
Article 12 of the Agreement is hereby amended by adding the following at
the end of such Article:
"During the term of the Employee's temporary detachment, the Employee will
be entitled to benefit under the Delphi Automotive Systems France
healthcare plan specifically dedicated to European expatriates.
5. CONSEQUENCES OF DETACHMENT
5.1. HOME UNIT SOCIAL SECURITY
A new Article 15 will be added after Article 14 as follows:
"ARTICLE 15 - HOME UNIT SOCIAL SECURITY Notwithstanding the
temporary detachment from the Home Unit, the Employee will be
maintained in the Luxembourg Social Security system. The Employee
will continue to be responsible for paying employee's Social
Security in Luxembourg. The Employee's Social Security
contributions will be withheld from the Employee's home country
deposit and will be paid therefrom by the Home Unit to the
Luxembourg Social Security authority. The Company will continue to
be responsible for paying employer's Social Security in
Luxembourg. In order to implement the foregoing, the Home Unit has
obtained a Form E101 for a one-year period ending June 30, 2000
and the Home Unit will use its best efforts to renew this Form
E101 until the earlier of (a) the duration of the Employee's
temporary detachment to the Host Unit and (b) June 30, 2004."
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5.2. INCOME TAX EQUALIZATION
A new Article 16 will be added after new Article 15 as follows
"ARTICLE 16 - INCOME TAX EQUALIZATION
(a) Commencing July 1, 1999 and during the term of your
temporary detachment to the Host Unit, the Employee will
benefit from an income tax equalization process under which
a US "hypothetical" income tax will be calculated by
Deloitte & Touche as agent for the Host Unit and deducted
from the Employee's local pay at the Host Unit in accordance
with the rules and policies applicable to Delphi US ISPs in
effect from time to time as if the Employee's home unit was
the US ("US Tax Equalization"). The Host Unit will then, in
turn, pay all local income taxes due in respect of the
Employee. For the avoidance of doubt, the US Tax
Equalization will be solely for income tax purposes and not
for social security purposes. Consistent with applicable
Delphi rules and policies, US hypothetical tax will be
withheld on all monthly salary payments and other periodic
payments to the Employee and will be trued up annually.
(b) In addition to the US Tax Equalization described in
clause (a) above, the Employee will also be entitled to
benefit from income tax equalization for the period
commencing on the date the Employee began employment with
the Company until June 30, 1999.
(c) Notwithstanding anything to the contrary contained in
clauses (a) and (b) above, the Employee will not benefit
from US Tax Equalization in respect of: (i) all income
(including capital gains and losses) earned from any source
anywhere in the world for any period prior to the date on
which the Employee began employment with the Company, (ii)
any compensation received by the Employee from his former
employer in consideration of a non-competition undertaking
between the Employee and his former employer, and (iii) all
income earned from or capital gains or losses in respect of
stock options, stock appreciation rights, phantom stock or
other similar instruments or plans issued by, relating to or
linked to the equity of any company other than Delphi
Automotive Systems Corporation or General Motors
Corporation."
5.3. SENIORITY; REPATRIATION
A new Article 17 will be added after Article 16 as follows:
"ARTICLE 17 - SENIORITY; REPATRIATION The Employee's temporary
detachment from the Home Unit will not result in the interruption
of the Employee's seniority within the Home Unit. At the end of
the Employee's temporary detachment, the Home Unit will be
responsible for the Employee's repatriation."
5.4. NO ENTITLEMENT TO PROFIT SHARING
A new Article 18 will be added after Article 17 as follows:
"ARTICLE 18 - NO ENTITLEMENT TO PROFIT SHARING AND GAIN SHARING
The Employee, since he is an unclassified employee, will not be
entitled to receive any profit sharing premium related to the
profits of the Host Unit or in any gain sharing premium of the
Host Unit."
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6. EFFECTIVENESS
The amendments contained in this Amendment No. 1 shall amend the
Agreement effective as of July 1, 1999. Except as expressly set forth in
Articles 1 to 5 of this Amendment No. 1, all other provisions of the
Agreement shall (a) continue in full force and effect and (b) not in any
way be affected by this Amendment No. 1.
7. VALIDITY
If any provision of this Amendment No. 1 is determined to be void,
illegal or unenforceable under the applicable governing law, the parties
agree to replace any such void, illegal or unenforceable provision with a
valid, legal and enforceable provision which corresponds as far as
possible to the spirit and purpose of the void, illegal or unenforceable
provision.
8. SECTION HEADINGS
Section headings and titles herein are for convenience of reference only
and do not define or limit the provisions of this Agreement.
IN WITNESS WHEREOF, the Employee and the Company have executed this Amendment
No. 1 in multiple counterparts effective as of the date first above written.
DELPHI AUTOMOTIVE SYSTEMS LUXEMBOURG S.A.
By
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Xxxx Xxxxx Xxxxxxx
Approved:
DELPHI AUTOMOTIVE SYSTEMS CORPORATION
By
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