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EXHIBIT 10.5.2




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 Notification Summary or 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 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 Option Share (“Exercise Price”) set forth in the Notification Summary or
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; on the date immediately
preceding the fifth anniversary of the Grant Date, for Options with a Grant Date after 2003 and
prior to 2007; and on the date immediately preceding the seventh anniversary of the Grant Date, for
Options 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 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 and prior to 2007; and the date
immediately preceding the seventh anniversary of the Grant Date, for Options 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 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; the date immediately preceding the
fifth anniversary of the Grant Date, for Options with a Grant Date after 2003 and prior to 2007;
and the date immediately preceding the seventh anniversary of the Grant Date, for Options 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 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; the date immediately preceding the fifth
anniversary of the Grant Date, for Options with a Grant Date after 2003 and prior to 2007; and the
date immediately preceding the seventh anniversary of the Grant Date, for Options with a Grant Date
after 2006), 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.




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          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 Grant Date, for Options
with a Grant Date prior to 2004; the date immediately preceding the fifth anniversary of the Grant
Date, for Options with a Grant Date after 2003 and prior to 2007; and the date immediately
preceding the seventh anniversary of the Grant Date, for Options with a Grant Date after 2006),
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; the date
immediately preceding the fifth anniversary of the Grant Date, for Options with Grant Dates after
2003 and prior to 2007; and the date immediately preceding the seventh anniversary of the Grant
Date, for Options with a Grant Date after 2006), 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.      The date immediately preceding the tenth anniversary of the Grant Date, for Options with
Grant Dates prior to 2004; the date immediately preceding the fifth anniversary of the Grant Date,
for Options with Grant Dates after 2003 and prior to 2007; or the date immediately preceding the
seventh anniversary of the Grant Date, for Options 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 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 providing notice of exercise to the Company (in a form



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acceptable to the Company) specifying the whole number of Option Shares with respect to which
the Option is being exercised, (i) 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) providing
notice to the Company (in a form acceptable to the Company) to withhold such number of Option
Shares otherwise deliverable upon exercise of the Option having an aggregate Fair Market Value on
the date of exercise equal to the aggregate exercise price. If the Participant lives in a foreign
jurisdiction, the Committee has the right to limit the means of exercise to only the foregoing
clause (ii).



          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 and not surrendered.




          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 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 or Option Shares deliverable 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



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          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 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



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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 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.



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     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 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.



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     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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