exv10w6w1



 



EXHIBIT
10.6.1




VISTEON CORPORATION




Amendment to the Change in Control Agreement




          THIS AMENDMENT (“Amendment”), effective as of                                         , (“Effective
Date”), is made to a certain Three Year Executive Officer Change in Control Agreement between
Visteon Corporation, a Delaware corporation (the “Company”) and                                          (the
“Executive”) dated as of                                          (the “Agreement”).




RECITALS




          WHEREAS, the Company and the Executive have previously entered into the Three Year Executive
Officer Change in Control Agreement dated as of                                          (the “Agreement Date”);




          WHEREAS, the Company’s operations on the Agreement Date included certain lines of businesses
in which the Company no longer concentrates as of the Effective Date;




          WHEREAS, the parties hereto desire to amend the non-compete restrictive covenant set forth in
the Agreement in order to more closely align such covenant with the Company’s businesses as of the
Effective Date;




          NOW THEREFORE, the Company and the Executive hereby agree as follows:




          AMENDMENT TO AGREEMENT




     1.1 Section 4.2. Section 4.2 of the Agreement is hereby amended and restated in its
entirety to read as follows:



     “Section 4.2 The Executive agrees that, during the Term and for a period ending on
the second anniversary of a termination of the Executive’s employment following a Change in Control
under circumstances entitling the Executive to payments and benefits under Section 6 hereof, the
Executive will not, without the prior written consent of the Chairman of the Board or the Chief
Executive Officer of the Company, engage in or perform any services of a similar nature to those
performed by the Executive at the Company for any other corporation or business which is primarily
engaged in the design, manufacture, development, promotion or sale of climate, instrument and door
panels or electronic components for the automotive industry within North America, Latin America,
Asia, Australia or Europe in competition with the Company or any of the Company’s subsidiaries or
Affiliates, or any joint ventures to which the Company or any of the Company’s subsidiaries or
Affiliates are a party.”



2. MISCELLANEOUS




     2.1 Counterparts. This Amendment may be executed in counterparts, each of which shall
be considered an original for all purposes, and all of which taken together shall constitute a
single instrument.



     2.2 Effect of Amendment. Except as specifically amended by this Amendment, the
Agreement shall remain in full force and effect, and is hereby affirmed and ratified in all
respects. Each future reference to the Agreement shall be deemed to be a reference to the
Agreement, as amended by this Amendment.



 









 





          IN WITNESS WHEREOF, the undersigned have executed this consent as of the dates written below.




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Visteon Corporation
	 	 
	 

	 	 	 	 	 	By:	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Executive
	 	 







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