exv10w2






Exhibit 10.2




AMENDED AND RESTATED REIMBURSEMENT AGREEMENT




     THIS AMENDED AND RESTATED REIMBURSEMENT AGREEMENT is dated as of August 14, 2008 (this
“Agreement”) and amends and restates that certain Reimbursement Agreement dated as of October 1,
2005 between FORD MOTOR COMPANY (“Ford”) and VISTEON CORPORATION (“Visteon”).



     A. Ford and Visteon have entered into a Master Agreement dated as of September 12, 2005 (the
“Master Agreement”) and a Visteon “A” Transaction Agreement dated as of September 12 2005 (the
“Visteon “A” Transaction Agreement”). As part of the consideration, Ford is required to reimburse
Visteon for certain separation costs incurred by Visteon in connection with Visteon salaried
employees who are assigned to work at Automotive Components Holdings, LLC (“ACH”) pursuant to that
certain Visteon Salaried Employee Lease Agreement between Visteon and ACH dated as of October 1,
2005 (the “Employee Lease Agreement”).



     B. Ford and Visteon desire to more fully set forth in this Agreement the terms and conditions
applicable to the reimbursement obligation.



     NOW, THEREFORE, in consideration received to their full satisfaction, Ford and Visteon agree
as follows:



     1. Separation Costs. Subject to the terms of this Agreement, all Separation Costs
for Eligible Employees shall be subject to reimbursement hereunder.



As used herein the term “Separation Costs” means:





	 	(a)	 	the amounts payable to Eligible Employees under the terms of
the Visteon Separation Program (“VSP”) as described in Section 2.06(a) of the
Employee Lease Agreement, as that Section 2.06(a) may be amended, modified,
waived or supplemented from time to time, (or similar program applicable to
Eligible Employees who are entitled to benefits under other separation programs
of Visteon because they are based in other countries although working in the
United States); and
	 
	 	(b)	 	the cost of COBRA continuation coverage and life insurance
premiums to cover the obligations to pay medical benefits and life insurance
under the applicable salaried employee separation program; and
	 
	 	(c)	 	the cost of outplacement services in accordance with the
applicable salaried employee separation plan, and
	 
	 	(d)	 	costs incurred in accordance with FAS No.88 “Employer’s
Accounting for Settlements and Curtailments of Defined Benefit Pension Plans
and for Termination Benefits” as determined and supported by an external
actuary; and
	 
	 	(e)	 	reimbursements to Ford pursuant to Section 3.01(c)(ii) of the
Amended and Restated Employee Transition Agreement between Ford and Visteon
dated as of April 1, 2000 and restated as of December 19, 2003 and as amended
as of the date hereof.





 









 




As used herein the term “Eligible Employee” means an employee of Visteon or a subsidiary of Visteon
who is (a) leased to ACH pursuant to the Employee Lease Agreement; and (b) whose employment with
Visteon has been terminated and such employee either:





	 	A.	 	has not been offered employment by a buyer of the
Automotive Components Holdings, Inc. (“ACH”) businesses, or
	 
	 	B.	 	has been offered employment by Visteon or by a
buyer of the ACH businesses but has not accepted the employment offer
because the position is not a comparable position as agreed by Ford and
Visteon,




provided, however, that an employee who is terminated for an offense that would
justify a “for cause” termination under Visteon’s Personnel policies or for failure to achieve
acceptable performance under the Visteon Performance Improvement Program is not an Eligible
Employee.



Notwithstanding the foregoing, Ford shall have no obligation to reimburse Visteon or any of its
subsidiaries pursuant to this Agreement after the date on which:





	 	(a)	 	there are no employees leased pursuant to the Employee Lease Agreement; and
	 
	 	(b)	 	all of Ford’s obligations for the reimbursement of Separation
Costs with respect to such employees under this Agreement have been fulfilled.




Further, the parties acknowledge that this Agreement no longer requires Ford to pay any amounts
into the escrow fund established pursuant to that certain Escrow Agreement dated as of October 1,
2005 among the parties and Deutsche Bank Trust Company Americas, as Escrow Agent.




     2. Request for Reimbursement. Visteon shall deliver a copy of a request for
reimbursement of Separation Costs (each, a “Request for Reimbursement”) to Ford, provided,
however, that Visteon shall not be entitled to make a Request for Reimbursement seeking
reimbursement for a specific category of Separation Costs if a Final Award (defined herein)
previously rendered in favor of Ford ruled that such category was not eligible for reimbursement
hereunder. A Request for Reimbursement shall be submitted no more often than once each calendar
month on or before the tenth (10th) Business Day following the end of such month. Each Request for
Reimbursement shall contain the following information:




	 	(a)	 	A certification by an officer of Visteon (or other person
designated by Visteon and reasonably acceptable to Ford) substantially in the
form attached hereto as Exhibit A that the Request for Reimbursement covers
only Separation Costs as defined herein; and
	 
	 	(b)	 	Supporting documentation showing the Separation Costs that have
been incurred, which will contain a description of the restructuring action and
related cost(s) and which will identify the number and identity (including
their name, global identification number, organization name, organization code,
and date of termination of employees to be terminated, their locations, the
expected completion date, and a description of the benefit arrangement that
employees will receive upon termination (including cash payments and special
termination benefits) (such employee information ,”Employee Data”). If
Separation Costs are incurred in connection with an involuntary retirement
program where the identity of the participants is not yet known and Visteon is
required to publicly report such costs in its financial statements covering the
period in which the





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costs are incurred, then a description of the affected group of employees
may be provided in lieu of the Employee Data, provided, however,
that Visteon shall deliver to Ford the Employee Data as soon as it is
available.




     3. Disbursements. All disbursements shall be made by Ford to Visteon or its designee
by wire transfer to an account specified by Visteon initiated within fifteen (15) Business Days
after Ford’s receipt of a properly documented Request for Reimbursement, subject to Ford’s rights
under Section 5 hereof and its right to contest a Request for Reimbursement under subsection 6.2
hereof.



     4. Reporting Obligations. Within forty-five (45) days after the end of each calendar
year, Visteon shall provide to Ford a statement indicating the total amount of Separation Costs
actually incurred by Visteon for which Ford was billed for both the preceding calendar year and
prior calendar years. Visteon shall provide such statements until the Employee Lease Agreement is
terminated.



     5. Reductions in Reimbursement Obligation. If, (i) pursuant to an arbitration award,
court order or written settlement agreement executed by Ford and Visteon, Ford or its subsidiaries
or affiliates becomes entitled to recover from Visteon or its subsidiaries or affiliates as a
result of any indemnification obligation contained in, or any breach or default arising under, any
of the Transaction Documents (“Visteon Obligation”), and (ii) Ford or its subsidiaries or
affiliates has not received the full amount of the Visteon Obligation within the time frame
provided in such award, order or settlement agreement, then Ford shall have a right to deliver to
Visteon a notice (each, a “Notice of Set-Off”) accompanied by a copy of the award, order,
settlement agreement or written instructions and Ford’s obligation to reimburse Visteon hereunder
will be immediately reduced by the amount set forth in such award, order, settlement agreement or
written instruction. If, however, the award or order that served as the basis for a reduction in
reimbursement obligation hereunder is overruled or otherwise vacated by a final, non-appealable
order or upon written settlement agreement executed by Ford and Visteon, then Ford’s obligation to
reimburse Visteon hereunder shall be increased by the amount by which the award or order was
overruled or vacated or with respect to which Ford and Visteon have reached agreement pursuant to
such written settlement.



     6. Procedure for Reimbursement.



     6.1 Uncontested Reimbursements. If, within fifteen (15) Business Days after a Request
for Reimbursement is received by Ford, Ford has not delivered its objection to such Request for
Reimbursement in writing to Visteon, then Ford shall reimburse to Visteon the amount requested in
the Request for Reimbursement. If Ford has delivered its objection to only a portion of such
Request for Reimbursement, then Ford shall distribute to Visteon the uncontested amount.



     6.2 Contested Reimbursements. If Ford gives Visteon written notice contesting all or
any portion of a Request for Reimbursement (a “Contested Reimbursement”) within the fifteen (15)
Business Day period specified in subsection 6.1, then such Contested Reimbursement shall be
resolved by either (i) a written settlement agreement executed by Ford and Visteon or (ii) in the
absence of such a written settlement agreement, by binding arbitration between Ford and Visteon in
accordance with the terms and provisions of subsection 6.3, provided, however, that
Ford shall not be entitled to contest any portion of a Request for Reimbursement to the extent that
such portion of the request seeks reimbursement for a specific category of Separation Costs that a
Final Award (defined herein) had ruled



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was eligible for reimbursement hereunder. Each Contested Reimbursement shall set forth in
reasonable detail the basis for Ford’s contest of a Request for Reimbursement. In the event of a
Contested Reimbursement, Ford and Visteon shall attempt in good faith to agree upon the rights of
the respective Parties with respect to such claim. If a Contested Reimbursement is settled by a
written settlement agreement executed by Visteon and Ford, then Visteon and Ford shall abide by the
terms of such settlement agreement.



     6.3 Arbitration Disputes. If a dispute arises between the parties relating to this
Agreement, the following shall be the sole and exclusive procedure for enforcing the terms hereof
and seeking relief hereunder.




	 	(i)	 	CPR. Following good faith negotiations between Ford and Visteon in
accordance with subsection 6.2 hereof or otherwise, any Contested Reimbursement that is
not resolved in accordance with subsection 6.2(i) or any other dispute arising between
the parties relating to this Agreement will be submitted to mandatory, final and
binding arbitration before a sole arbitrator in accordance with the CPR Rules,
including discovery rules, for Non-Administered Arbitration, as follows. Within five
(5) Business Days after the selection of the arbitrator, each party shall submit its
requested relief to the other party and to the arbitrator with a view toward settling
the matter prior to commencement of discovery. If no settlement is reached, then
discovery shall proceed subject to the authority of the arbitrator to resolve discovery
disputes between the parties. Upon the conclusion of discovery, each party shall again
submit to the arbitrator its requested relief (which may be modified from the initial
submission) and the arbitrator shall select only the entire requested relief submitted
by one party or the other, as the arbitrator deems most appropriate. The arbitrator
shall not select one party’s requested relief as to certain claims or counterclaims and
the other party’s requested relief as to other claims or counterclaims; rather, the
arbitrator must only select one or the other party’s entire requested relief on all of
the asserted claims and counterclaims, and the arbitrator will enter a final ruling
that adopts in whole such requested relief, provided, however, that with
respect to a Request of Reimbursement, the arbitrator may act separately upon each
portion of such request that has been contested under subsection 6.2 hereof. The
arbitrator will limit his/her final ruling to selecting the entire requested relief
he/she considers the most appropriate from those submitted by the parties.
	 
	 	(ii)	 	Location of Arbitration. Arbitration shall take place in the City of
Dearborn, Michigan unless the parties agree otherwise or the arbitrator selected by the
parties orders otherwise. Punitive or exemplary damages shall not be awarded. This
clause is subject to the Federal Arbitration Act, 28 U.S.C.A. Section 1, et seq., and
judgment upon the award rendered by the arbitrator may be entered by any court having
jurisdiction as set forth in Section 13.
	 
	 	(iii)	 	Payment of Costs. Ford, on the one hand, and Visteon, on the other
hand, will initially fund such deposits and advances required as may be required by the
arbitrator in equal proportions, but either party may advance such amounts. The
arbitrator will determine in the Final Award (defined herein) the party who is the
prevailing party and the party who is not the prevailing party (the “Non-Prevailing
Party”). The Non-Prevailing Party will




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	 	 	 	pay all reasonable costs, fees and expenses related to the arbitration, including
reasonable fees and expenses of attorneys, accountants and other professionals
incurred by the prevailing party, the fees of each arbitrator and the administrative
fee of the arbitration proceedings and any amounts advanced by the Prevailing Party
for such items, provided, however, that if such an award would
result in manifest injustice, the arbitrator may apportion such costs, fees and
expenses between the parties in such a manner as the arbitrator deems just and
equitable (such costs, fees and expenses as may be apportioned by the arbitrator
pursuant to the preceding clause, the “Arbitration Expenses”). If Visteon is the
Non-Prevailing Party, then Ford may reduce its reimbursement obligation hereunder by
the amount of the Arbitration Expenses. If the amount of the Arbitration Expenses
exceeds the amount of Ford’s reimbursement obligation hereunder, then Visteon shall
pay such excess as promptly as possible but in no event later than ten (10) Business
Days after the Final Award (defined herein) is rendered pursuant to subparagraph (v)
below. If Ford is the Non-Prevailing Party, then Ford shall pay to Visteon, by wire
transfer, the Arbitration Expenses as promptly as possible, but in no event later
than ten (10) Business Days after such Final Award is rendered.
	 
	 	(iv)	 	Burden of Proof. Except as may be otherwise expressly provided herein,
for any Contested Reimbursement or any other matter submitted to arbitration hereunder,
the burden of proof will be as it would have been if the claim were litigated in a
judicial proceeding in a Michigan state court and governed exclusively by the internal
laws of the State of Michigan, without regard to the principles of choice of law or
conflicts of law of any jurisdiction.
	 
	 	(v)	 	Award. Upon the conclusion of any arbitration proceedings hereunder,
the arbitrator will render findings of fact and conclusions of law and a final written
arbitration award setting forth its resolution of the matters submitted for resolution,
the basis and reasons therefor and the Arbitration Expenses (the “Final Award”) and
will deliver such documents to the parties together with a signed copy of the Final
Award. Subject to the provisions of subparagraph (vii) below, the Final Award will
constitute a conclusive determination of all issues in question that shall be binding
upon the parties hereto and shall include an affirmative statement to such effect. To
the extent that the Final Award determines that Visteon is entitled to the Contested
Reimbursement, then, subject to any reduction in its reimbursement obligation in
accordance with Section 5 hereof, Ford shall reimburse Visteon the full amount of the
Contested Reimbursement or, if Ford is obligated pursuant to Section 6.1 to reimburse
only one-half of the Request for Reimbursement, then Ford shall reimburse one-half of
the Contested Reimbursement.
	 
	 	(vi)	 	Timing. The parties and the arbitrator will conclude each arbitration
pursuant to subsection 6.3 as promptly as possible.
	 
	 	(vii)	 	Terms of Arbitration. The arbitrator chosen in accordance with these
provisions will not have the power to alter, amend or otherwise affect the terms of
these arbitration provisions or the other provisions of this Agreement.




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7. Notices. All notices, requests and other communications to any party hereunder shall be
in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long
as a receipt of such e-mail is requested and received) and shall be given,




	 	 	 
	If to Ford:

	 	Ford Motor Company
	 

	 	11th Floor
	 

	 	One American Road
	 

	 	Dearborn, Michigan 48121
	 

	 	Attn: Secretary
	 

	 	Facsimile: 1-313-248-8713
	 

	 	psherry@ford.com
	 
	 	 
	with a copy to:

	 	Ford Motor Company
	 

	 	320 WHQ
	 

	 	One American Road
	 

	 	Dearborn, Michigan 48121
	 

	 	Attn: Diale Taliaferro, Counsel
	 

	 	Facsimile: 1-313- 755-4770
	 

	 	dtaliafe@ford.com
	 
	 	 
	If to Visteon

	 	Visteon Corporation
	 

	 	One Village Center Drive
	 

	 	Van Buren Twp., MI 48111
	 

	 	Attn: John Donofrio, General Counsel
	 

	 	Facsimile: 1-734-710-7132
	 

	 	jdonofri@visteon.com





or such other address, facsimile number or e-mail address as such party may hereafter specify for
the purpose by notice to the other parties hereto. All such notices, requests and other
communications shall be deemed received on the date of receipt by the recipient thereof if received
prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to have been received
until the next succeeding Business Day in the place of receipt.




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8. General.




     8.1 Governing Law. The internal laws of the State of Michigan, irrespective of its
choice of law principles, shall govern the validity of this Agreement, the construction of its
terms, and the interpretation and enforcement of the rights and duties of the parties hereto.



     8.2 Counterparts. This Agreement may be executed in counterparts, and by the
different parties hereto in separate counterparts, each of which when executed shall be deemed to
be an original but all of which taken together shall constitute one and the same agreement.



     8.3 Entire Agreement/Amendment. This Agreement and the exhibits hereto constitutes
the entire understanding and agreement of the parties hereto with respect to the subject matter
hereof and supersede all prior and contemporaneous agreements or understandings, inducements or
conditions, express or implied, written or oral, between the parties with respect hereto. The
express terms hereof control and supersede any course of performance or usage of the trade
inconsistent with any of the terms hereof. This Agreement may be amended only by the written
agreement of Ford and Visteon.



     8.4 Waivers. No waiver by any party hereto of any condition or of any breach of any
provision of this Agreement shall be effective unless in writing. No waiver by any party of any
such condition or breach, in any one instance, shall be deemed to be a further or continuing waiver
of any such condition or breach or a waiver of any other condition or breach of any other provision
contained herein.



     8.5 Certain Definitions. As used herein, (a) the term “Business Day” means a day,
other than a Saturday, Sunday or other day on which commercial banks in Detroit, Michigan are
authorized or required by law to close; and (b) the term “Transaction Documents” shall mean the
Master Agreement, the Contribution Agreement Transaction Documents as defined in that certain
Contribution Agreement dated as of September 12, 2005 between Visteon and ACH, the Visteon “B”
Transaction Documents as defined in that certain Visteon “B” Purchase Agreement dated as of
September 12, 2005 between Ford and Visteon and the Visteon “A” Transaction Documents as defined
in that certain Visteon “A” Transaction Agreement dated as of September 12, 2005. Whenever the
words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be
followed by the words “without limitation”, whether or not they are in fact followed by those words
or words of like import. When a reference is made in this Agreement to a Section, subsection or
Exhibit, such reference shall be to a Section or subsection of, or an Exhibit to, this Agreement
unless otherwise indicated. The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the
singular is used herein, the same shall include the plural, and whenever the plural is used herein,
the same shall include the singular, where appropriate.


9. Force Majeure If either party hereto is rendered unable, wholly or in part, by Force
Majeure (as defined herein) to perform its obligations hereunder (other than the obligation to pay
money), such party shall give prompt notice to the other party with reasonable particulars
including the probable extent of the inability to perform such obligation. Upon the giving of such
notice, the obligation of such party shall be suspended but only to the extent and for the time
period it is affected by such Force Majeure. The affected party shall use all possible diligence
to eliminate the effect of such Force Majeure. For purposes of this Agreement, the term
“Force Majeure” shall mean acts of God, strikes, lockouts,


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riots, acts of war, epidemics, governmental regulations superimposed after the fact, acts of
terror, communication line failures, computer viruses, power failures, earthquakes or other
disasters.



10. Reproduction of Documents. This Agreement and all documents relating thereto,
including (a) consents, waivers and modifications which may hereafter be executed, and (b)
certificates and other information previously or hereafter furnished, may be reproduced by any
photographic, photostatic, microfilm, optical disk, micro-card, miniature photographic or other
similar process. The parties hereto agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a party in the regular
course of business, and that any enlargement, facsimile or further reproduction shall likewise be
admissible in evidence.



11. Severability. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction or other governmental authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby is not affected in
any manner materially adverse to any party. Upon such a determination, the parties shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.



12. Specific Performance. The parties hereto agree that irreparable damage would occur if
any provision of this Agreement were not performed in accordance with the terms hereof and that the
parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement or to enforce specifically the performance of the terms and provisions hereof in the
courts specified in Section 13 hereof, in addition to any other remedy to which they are entitled
at law or in equity.



13. Consent to Jurisdiction and Service Relating to Disputes  The parties hereby
absolutely and irrevocably consent and submit to the jurisdiction of the courts in the State of
Michigan (and of any federal court located in said state) in connection with any actions or
proceedings to enter a judgment upon the Final Award entered by the arbitrator hereunder or to
award injunctive relief as provided in Section 12 hereof. In any such action or proceeding, the
parties hereby absolutely and irrevocably waive personal service of any summons, complaint,
declaration or other process and hereby


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absolutely and irrevocably agree that the service thereof may be made by certified or registered
first-class mail directed to the parties hereto at their respective addresses in accordance with
Section 7 hereof.




     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date
set forth above.



	 	 	 	 	 	 	 	 	 
	FORD MOTOR COMPANY	 	VISTEON CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Peter J. Sherry Jr.
	 	By:
	 	/s/ Heidi A. Sepanik	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title: Secretary	 	Title: Secretary	 	 






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EXHIBIT A




CERTIFICATE




     I,                                         ,                      
                   , of VISTEON CORPORATION, a Delaware
corporation (“Company”), DO HEREBY CERTIFY that the attached Request for Reimbursement requests
reimbursement from Ford only for Separation Costs as defined in that certain Amended and Restated
Reimbursement Agreement dated [                    ] between Ford Motor Company and the Company.



     IN
WITNESS WHEREOF, I have hereunto set my hand this ___ day
of                     , ___.



	 	 	 
	 
	 	 
	 

	 	 






 









 








EXHIBIT A-1




FORM OF




REQUEST FOR REIMBURSEMENT




Date:                                         



Itemize the amount of Reimbursable Separation Costs by Facility and Type of 
Separation Action:



Facility:
                                        




	 	 	 
	 Type of Reimbursable Separation Costs:
	 	 
	 

	 	 
	 
	 	 
	 
	 





	 	 	 
	 Amount of Reimbursable Separation Costs Incurred:
	 	 
	 

	 	 
	 
	 
	 	 
	 
	 




List of Supporting Documentation Attached:




	 	 	 
	 
	 	 
	   
	 
	 	 
	 
	   
	 




For Month Ending: