exv10w5






Exhibit 10.5




EXECUTION VERSION




VISTEON CORPORATION




EMPLOYMENT AGREEMENT



     EMPLOYMENT AGREEMENT (this “Agreement”) dated as of October 1, 2010, by and between
Visteon Corporation, a Delaware corporation (the “Company”), and Donald J. Stebbins (the
“Employee”).



W I T N E S S E T H




     WHEREAS, the Company and the Employee are parties to an employment letter agreement dated May
20, 2005 pursuant to which the Employee serves as the Chairman of the Board of Directors of the
Company (the “Board”) and the Chief Executive Officer of the Company (the “Prior
Agreement”);



     WHEREAS, the Company and the Employee desire to enter into this Agreement as to the terms of
the Employee’s continued employment with the Company;



     WHEREAS, upon the Effective Date of this Agreement, the Prior Agreement shall cease to have
any legal force or effect.



     NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and
of other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



     1. POSITION AND DUTIES.



     (a) During the Employment Term (as defined in Section 2 hereof), the Employee shall
continue to serve as the Chief Executive Officer of the Company. In addition, during the
Employment Term, the Employee shall continue to serve as a member of the Board and as Chairman of
the Board; provided that the Employee’s continued service as a member of the Board shall at
all times remain subject to applicable law and to any and all nomination and election procedures in
accordance with the Company’s charter and by-laws. In the foregoing capacities, the Employee shall
have the duties, authorities and responsibilities commensurate with the duties, authorities and
responsibilities of persons in similar capacities in similarly sized companies, and such other
duties, authorities and responsibilities as may reasonably be assigned to the Employee from time to
time that are not inconsistent with the Employee’s position with the Company. The Employee’s
principal place of employment with the Company shall be in southeastern Michigan, provided
that the Employee understands and agrees that the Employee may be required to travel from time to
time for business purposes. The Employee shall report directly to the Board.



     (b) During the Employment Term, the Employee shall devote all of the Employee’s business time,
energy, business judgment, knowledge and skill and the Employee’s best efforts to the performance
of the Employee’s duties with the Company, provided that the foregoing shall not prevent
the Employee from (i) serving on the boards of directors of non-profit organizations and not
greater than two (2) other for profit companies; provided that any such service (other



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than any pre-existing board memberships as of the Effective Date) shall be subject to the
written approval of the Board to the extent required under the Company’s corporate governance
policies, (ii) participating in charitable, civic, educational, professional, community or industry
affairs, and (iii) managing the Employee’s passive personal investments so long as such activities
in the aggregate do not interfere or conflict with the Employee’s duties hereunder or create a
potential business or fiduciary conflict.




     2. EMPLOYMENT TERM. The Company agrees to employ the Employee pursuant to the terms of this
Agreement, and the Employee agrees to be so employed, for a term of three (3) years (the
“Initial Term”) commencing on the “Effective Date,” as defined under the Company’s Joint
Plan of Reorganization, dated December 17, 2009 (as thereafter amended), filed under Chapter 11 of
the U.S. Bankruptcy Code (the “Effective Date”). On each anniversary of the Effective Date
following the Initial Term, the term of this Agreement shall be automatically extended for
successive one-year periods; provided, however, that either party hereto may elect
not to extend this Agreement by giving written notice to the other party at least one hundred
twenty (120) days prior to any such anniversary date. Notwithstanding the foregoing, the
Employee’s employment hereunder may be earlier terminated in accordance with Section 7
hereof, subject to Section 8 hereof. The period of time between the Effective Date and the
termination of the Employee’s employment hereunder shall be referred to herein as the
“Employment Term.”



     3. BASE SALARY. The Company agrees to pay the Employee a base salary at an annual rate of not
less than $1,236,000, payable in accordance with the regular payroll practices of the Company, but
not less frequently than monthly. The Employee’s base salary shall be subject to annual review by
the Board (or a committee thereof), and may be increased, but not decreased from its then current
level, from time to time by the Board. The base salary as determined herein and adjusted from time
to time shall constitute “Base Salary” for purposes of this Agreement.



     4. ANNUAL INCENTIVE OPPORTUNITY. During the Employment Term, the Employee shall have an
annual incentive opportunity, under the Company’s annual incentive plan in effect from time to time
for its senior officers, based on a target incentive opportunity of at least 115% of the Employee’s
Base Salary, subject to the attainment of one or more pre-established performance goals established
by the Board (or a committee thereof) in its sole discretion. Any annual incentive payable
hereunder shall be paid in cash in United States dollars the calendar year following the calendar
year to which such incentive relates, subject to the Employee’s continued employment at the time of
payment, except as otherwise set forth herein.



     5. LONG-TERM INCENTIVE OPPORTUNITY. During the Employment Term, the Employee shall have a
long-term incentive opportunity, under the Company’s long-term incentive program in effect from
time to time for its senior officers, based on a target long-term incentive opportunity of at least
375% of the Employee’s Base Salary, subject to the attainment of one or more pre-established
performance goals established by the Board (or a committee thereof) in its sole discretion at the
time of grant of each such award. Any long-term incentive award granted to the Employee shall be
subject to such vesting and payment terms and such other conditions as determined by the Board (or
a committee thereof) in its sole discretion and



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shall be delivered in the form of cash (in United States dollars), equity or any combination
thereof as determined by the Board (or a committee thereof) in its sole discretion.




     6. EMPLOYEE BENEFITS.



     (a) BENEFIT PLANS. During the Employment Term, the Employee shall be entitled to participate
in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to
for the benefit of its executive employees generally (including, without limitation, any
supplemental executive retirement plan and any other program or arrangement available only to
senior officers of the Company), subject to satisfying the applicable eligibility requirements, and
except to the extent such plans are duplicative of the benefits otherwise provided hereunder. To
the extent that the Company terminates its existing Supplemental Executive Retirement Plan on or
prior to the Effective Date without making payment in respect of the Employee’s entire vested
benefit thereunder, the Company shall establish a replacement plan with terms and conditions
substantially the same as the existing Supplemental Executive Retirement Plan, and the Employee
shall be credited with a beginning vested account balance under such replacement plan that is equal
in value to the unpaid portion of the Employee’s vested benefit under the Supplemental Executive
Retirement Plan as of the date of such plan’s termination, and such account balance shall be
subject to such payment timing provisions and other terms and conditions as are necessary to comply
with, and avoid adverse tax consequences under, Code Section 409A (as defined in Section
23(b)(i) hereof). The Employee’s participation in the employee benefit plans of the Company
will be subject to the terms of the applicable plan documents and generally applicable Company
policies. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit
plan at any time.



     (b) EQUITY AWARDS. Within thirty (30) days following the Effective Date, the Employee shall
receive a grant of restricted stock for 366,667 shares of the Company’s common stock on such terms
and conditions as set forth in an award agreement substantially in the form of Exhibit A
hereto.



     (c) CASH EMERGENCE BONUS. The Company shall pay the Employee an aggregate cash payment in an
amount equal to $3,825,000, payable in a single installment within ten (10) days following the
Effective Date.1



     (d) PERQUISITES. During the Employment Term, the Employee will participate in the Company’s
Executive Security Program relating to use of the corporate aircraft and/or private charter jet
services and personal security system in accordance with the terms and conditions of such program.
In addition, during the Employment Term, the Employee shall participate in the Company’s Executive
Perquisite Program up to a maximum of $60,000 per calendar year (the “Perquisite Payment”),
in accordance with the terms and conditions of such program as in effect from time to time.





 




			
	1	 	The cash emergence bonus of $3,825,000 is
comprised of the KEIP and banked LTIP amounts (as such terms are defined and
described in the Motion of the Debtors for Entry of an Order Authorizing
Implementation of the Amended Incentive Program [Docket No. 994]) and in lieu
of payment thereof.




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     (e) VACATION. During the Employment Term, the Employee shall be entitled to four (4) weeks of
paid vacation per calendar year (as prorated for partial years), subject to the Company’s policy on
accrual and use applicable to employees as in effect from time to time.



     (f) BUSINESS EXPENSES. Upon presentation of reasonable substantiation and documentation as
the Company may specify from time to time, the Employee shall be reimbursed, in accordance with the
Company’s expense reimbursement policy as in effect from time to time, for all reasonable
out-of-pocket business expenses incurred and paid by the Employee during the Employment Term and in
connection with the performance of the Employee’s duties hereunder.



     (g) LEGAL FEES. Upon presentation of appropriate documentation, the Company shall pay the
Employee’s reasonable counsel fees incurred in connection with the negotiation and documentation of
this Agreement and related agreements hereunder.



     7. TERMINATION. The Employee’s employment and the Employment Term shall terminate on the
first of the following to occur:



     (a) DISABILITY. Upon ten (10) days’ prior written notice by the Company to the Employee of a
termination due to Disability. For purposes of this Agreement, “Disability” shall be
defined as the inability of the Employee to have performed the Employee’s material duties hereunder
due to a physical or mental injury, infirmity or incapacity for one hundred eighty (180) days
(including weekends and holidays) in any three hundred, sixty-five (365)-day period as determined
by the Board in its reasonable discretion and the findings of a physician mutually selected by the
Company and the Employee (or the Employee’s representative). The Employee shall cooperate in all
respects with the Company if a question arises as to whether the Employee has become disabled
(including, without limitation, submitting to reasonable examinations by one or more medical
doctors and other health care specialists selected by the Company and authorizing such medical
doctors and other health care specialists to discuss the Employee’s condition with the Company.



     (b) DEATH. Automatically upon the date of death of the Employee.



     (c) CAUSE. Immediately upon written notice by the Company to the Employee of a termination
for Cause. “Cause” shall mean:



          (i) the Employee’s conviction of, or pleading of guilty to, any felony or any crime involving
moral turpitude or misrepresentation;




          (ii) the Employee’s willful failure or refusal to carry out the reasonable and lawful
directions of the Board concerning duties or actions consistent with the Employee’s position;




          (iii) the Employee’s willful misconduct against the Company constituting fraud, embezzlement,
misappropriation of funds or breach of fiduciary duty;




          (iv) the Employee’s gross and willful misconduct resulting in substantial loss to the Company
or substantial damage to the Company’s reputation;







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          (v) the Employee’s material and willful violation of any material reasonable rules,
regulations, policies, directions or restrictions of the Company regarding employee conduct; or




          (vi) the Employee’s willful and material breach of any provision of this Agreement.



For such purpose, no act or omission to act by the Employee shall be “willful” if conducted in good
faith and with a reasonable belief that such act or omission was in the best interests of the
Company. Any determination of Cause by the Company will be made by a resolution approved by a
majority of the members of the Board, provided that no such determination may be made until
the Employee has been given written notice detailing the specific Cause event, an opportunity to
appear before the Board to refute such finding (with the assistance of counsel), and a period of
thirty (30) days following such appearance to cure such event (if susceptible to cure) to the
satisfaction of the Board. Notwithstanding anything to the contrary contained herein, the
Employee’s right to cure shall not apply if there are habitual or repeated breaches by the
Employee.




     (d) WITHOUT CAUSE. Immediately upon written notice by the Company to the Employee of an
involuntary termination without Cause (other than for death or Disability).



     (e) GOOD REASON. Upon written notice by the Employee to the Company of a termination for Good
Reason. “Good Reason” shall mean the occurrence of any of the following events, without
the express written consent of the Employee, unless such events are fully corrected in all material
respects by the Company within thirty (30) days following written notification by the Employee to
the Company of the occurrence of one of the reasons set forth below:



          (i) the Company’s assignment to the Employee of duties (including titles and reporting
relationships, any failure to re-elect Employee as a member of the Board and any failure to
re-elect Employee as its Chairman (except for the election as Chairman of an independent Board
member (as defined under applicable NYSE rules) as non-executive Chairman) inconsistent in any
material respect with the Employee’s duties or responsibilities as contemplated by this Agreement,
or any other action by the Company that results in a significant diminution in the Employee’s
position, authority, duties or responsibilities (provided that any sale of assets by the
Company shall not, in and of itself, constitute a significant diminution in the Employee’s
position, authority, duties or responsibilities; and provided, further, that a
reduction in authority, duties or responsibilities resulting solely from the Company ceasing to be
a publicly traded entity shall not constitute Good Reason hereunder); or




          (ii) the Company’s material breach of any provision of this Agreement.



The Employee shall provide the Company with a written notice detailing the specific circumstances
alleged to constitute Good Reason within ninety (90) days after the first occurrence of such
circumstances, and actually terminate employment within thirty (30) days following the expiration
of the Company’s cure period as set forth above. Otherwise, any claim of such circumstances as
“Good Reason” shall be deemed irrevocably waived by the Employee.







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     (f) WITHOUT GOOD REASON. Upon thirty (30) days’ prior written notice by the Employee to the
Company of the Employee’s voluntary termination of employment without Good Reason (which the
Company may, in its sole discretion, make effective earlier than any notice date).



     (g) EXPIRATION OF EMPLOYMENT TERM; NON-EXTENSION OF AGREEMENT. Upon the expiration of the
Employment Term due to a notice of non-extension of the Agreement by the Company or the Employee
pursuant to the provisions of Section 2 hereof.



     8. CONSEQUENCES OF TERMINATION.



     (a) DEATH. In the event that the Employee’s employment and the Employment Term ends on
account of the Employee’s death, the Employee or the Employee’s estate, as the case may be, shall
be entitled to the following (with the amounts due under Sections 8(a)(i) through
8(a)(iii) hereof to be paid within sixty (60) days following termination of employment, or
such earlier date as may be required by applicable law):



          (i) any earned and unpaid Base Salary through the date of termination;




          (ii) reimbursement for any unreimbursed business expenses incurred through the date of
termination;




          (iii) any accrued but unused vacation time in accordance with Company policy; and




          (iv) all other payments, benefits or fringe benefits to which the Employee shall be entitled
under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit
plan or program or grant or this Agreement (collectively, Sections 8(a)(i) through
8(a)(iv) hereof shall be hereafter referred to as the “Accrued Benefits”);




          (v) payment of the Employee’s bonus and long-term incentive award, if any, for all performance
periods completed prior to the Employee’s termination, to the extent earned, which shall be payable
when such bonuses and awards are payable to other employees, to the extent not otherwise payable on
the same or more favorable terms under the terms of such award (the “Prior Bonuses”); and




          (vi) payment of the Employee’s bonus and other long-term incentive awards for the incomplete
performance period under each such bonus or other award during which such termination occurs, which
shall be earned and payable based on actual results in accordance with the terms thereof as if the
Employee’s employment had not terminated (and with any subjective criteria deemed satisfied at
target), except that such amount shall be prorated based on the fraction the numerator of which
shall be the number of days employed during each such performance period prior to the Employee’s
termination and the denominator of which shall be the total number of days constituting such
performance period, to the extent such bonus or award is not otherwise payable on the same or more
favorable terms under the terms of such award (the “Pro Rata Bonuses”).







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     (b) DISABILITY. In the event that the Employee’s employment and/or the Employment Term ends
on account of the Employee’s Disability, the Company shall pay or provide the Accrued Benefits, the
Prior Bonuses and the Pro Rata Bonuses to the Employee.



     (c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON OR AS A RESULT OF EMPLOYEE NON-EXTENSION OF
THIS AGREEMENT. If the Employee’s employment is terminated (x) by the Company for Cause, (y) by
the Employee without Good Reason, or (z) as a result of the Employee’s non-extension of the
Employment Term as provided in Section 2 hereof, the Company shall pay or provide the
Accrued Benefits to the Employee.



     (d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF COMPANY NON-EXTENSION OF
THIS AGREEMENT. If the Employee’s employment by the Company is terminated (x) by the Company other
than for Cause (and other than for death or Disability), (y) by the Employee for Good Reason, or
(z) as a result of the expiration of the Employment Term pursuant to the Company’s notice of
non-extension as provided in Section 2 hereof, the Company shall pay or provide the
Employee with the following:



          (i) the Accrued Benefits, the Prior Bonuses and the Pro Rata Bonuses;




          (ii) subject to the Employee’s continued compliance with the obligations in Sections 9
and 10 hereof, a lump-sum cash amount equal to the Employee’s Base Salary rate in effect on
the date of termination, plus any unpaid portion of the Perquisite Payment (as defined in
Section 6(d) hereof) for the year of termination, payable on the date of termination,
provided that to the extent that the payment of such amount constitutes “nonqualified
deferred compensation” for purposes of “Code Section 409A” (as defined in Section 23(b)(i)
hereof), such payment shall not be paid until the sixtieth (60th) day following such
termination;




          (iii) subject to (A) the Employee’s timely election of continuation coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) the
Employee’s continued copayment of premiums at the same level and cost to the Employee as if the
Employee were an employee of the Company (excluding, for purposes of calculating cost, an
employee’s ability to pay premiums with pre-tax dollars), and (C) the Employee’s continued
compliance with the obligations in Sections 9 and 10 hereof, continued
participation in the Company’s group health plan (to the extent permitted under applicable law and
the terms of such plan) which covers the Employee (and the Employee’s eligible dependents) for a
period of one year at the Company’s expense, provided that the Employee is eligible and
remains eligible for COBRA coverage; and provided, further, that in the event that
the Employee obtains other employment that offers group health benefits, such continuation of
coverage by the Company under this Section 8(d)(iii) shall immediately cease; and




          (iv) subject to the Employee’s continued compliance with the obligations in Sections 9
and 10 hereof, outplacement services at a level commensurate with the Employee’s position
in accordance with the Company’s practices as in effect from time to time.







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Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or
severance payments or benefits for which the Employee may be eligible under any of the plans,
policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of
1988 or any similar state statute or regulation.




     (e) CHANGE IN CONTROL AGREEMENT. On or prior to the Effective Date, the Company and the
Employee shall enter into a Change in Control Agreement substantially in the form of Exhibit
B hereto (the “Change in Control Agreement”). Notwithstanding any other provision of
this Agreement to the contrary, in connection with any termination of employment of the Employee,
to the extent that the Employee becomes entitled to severance benefits under the Change in Control
Agreement, the Employee shall be entitled to receive the greater of (but not both of) the severance
benefits payable hereunder and the severance benefits payable under the Change in Control
Agreement.



     (f) OTHER OBLIGATIONS. Upon any termination of the Employee’s employment with the Company,
the Employee shall promptly resign from any position as an officer, director or fiduciary of any
Company-related entity.



     (g) EXCLUSIVE REMEDY. The amounts payable to the Employee following termination of employment
and the Employment Term hereunder pursuant to Sections 7 and 8 hereof shall be in
full and complete satisfaction of the Employee’s rights under this Agreement and all other claims
that the Employee may have in respect of the Employee’s employment with the Company or any of its
affiliates, and the Employee acknowledges that such amounts are fair and reasonable, and are the
Employee’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, with
respect to the termination of the Employee’s employment hereunder or any breach of this Agreement.



     9. RELEASE; NO MITIGATION. Any and all amounts payable and benefits or additional rights
provided pursuant to this Agreement beyond the Accrued Benefits shall only be payable if the
Employee delivers to the Company and does not revoke a general release of claims in favor of the
Company substantially in the form of Exhibit C hereto. Such release shall be executed and
delivered (and no longer subject to revocation, if applicable) within sixty (60) days following
termination. In no event shall the Employee be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Employee under any of the
provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any
compensation earned by the Employee as a result of employment by a subsequent employer, except as
provided in Section 8(d)(iii) hereof.



     10. RESTRICTIVE COVENANTS.



     (a) CONFIDENTIALITY. During the course of the Employee’s employment with the Company, the
Employee will learn confidential information on behalf of the Company. The Employee agrees that
the Employee shall not, directly or indirectly, use, make available, sell, disclose or otherwise
communicate to any person, other than in the course of the Employee’s assigned duties and for the
benefit of the Company, either during the period of the Employee’s employment or at any time
thereafter, any business and technical information or trade secrets, nonpublic, proprietary or
confidential information, knowledge or data relating to the Company,



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any of its subsidiaries, affiliated companies or businesses, or received from third parties
subject to a duty on the Company’s and its subsidiaries’ and affiliates’ part to maintain the
confidentiality of such information and to use it only for certain limited purposes, in each case
which shall have been obtained by the Employee during the Employee’s employment by the Company (or
any predecessor). The foregoing shall not apply to information that (i) was known to the public
prior to its disclosure to the Employee, (ii) becomes generally known to the public subsequent to
disclosure to the Employee through no wrongful act of the Employee or any representative of the
Employee, or (iii) the Employee is required to disclose by applicable law, regulation or legal
process (provided that the Employee provides the Company with prior notice of the
contemplated disclosure and cooperates with the Company at its expense in seeking a protective
order or other appropriate protection of such information).




     (b) NONCOMPETITION. The Employee acknowledges that the Employee performs services of a unique
nature for the Company that are irreplaceable, and that the Employee’s performance of such services
to a competing business will result in irreparable harm to the Company. Accordingly, during the
Employee’s employment hereunder and for a period of one year thereafter, the Employee agrees that
the Employee will not, directly or indirectly, own, manage, operate, control, be employed by
(whether as an employee, consultant, independent contractor or otherwise, and whether or not for
compensation) or render services to any person, firm, corporation or other entity, in whatever
form, engaged in competition with the Company or any of its affiliates or in any other material
business in which the Company or any of its affiliates is engaged on the date of termination or in
which they have planned, on or prior to such date, to be engaged in on or after such date, in any
locale of any country in which the Company conducts business. Notwithstanding the foregoing,
nothing herein shall prohibit the Employee from being a passive owner of not more than one percent
(1%) of the equity securities of a publicly traded corporation engaged in a business that is in
competition with the Company or any of its affiliates, so long as the Employee has no active
participation in the business of such corporation. In addition, the provisions of this Section
10(b) shall not be violated by the Employee commencing employment with a subsidiary, division
or unit of any entity that engages in a business in competition with the Company or any of its
subsidiaries or affiliates so long as the Employee and such subsidiary, division or unit do not
engage in a business in competition with the Company or any of its subsidiaries or affiliates.



     (c) NONSOLICITATION; NONINTERFERENCE. During the Employee’s employment with the Company and
for a period of one year thereafter, the Employee agrees that the Employee shall not, except in the
furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf
of any other person, firm, corporation or other entity, (i) solicit, aid or induce any customer of
the Company or any of its affiliates to purchase goods or services then sold by the Company or any
of its affiliates from another person, firm, corporation or other entity or assist or aid any other
persons or entity in identifying or soliciting any such customer, (ii) solicit, aid or induce any
employee, representative or agent of the Company or any of its affiliates to leave such employment
or retention or to accept employment with or render services to or with any other person, firm,
corporation or other entity unaffiliated with the Company, or hire or retain any such employee,
representative or agent, or take any action to materially assist or aid any other person, firm,
corporation or other entity in identifying, hiring or soliciting any such employee, representative
or agent, or (iii) interfere, or aid or induce any other person or entity in interfering, with the
relationship between the Company or any of its affiliates



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and any of their respective vendors, joint venturers or licensors. An employee,
representative or agent shall be deemed covered by this Section 10(c) while so employed or
retained and for a period of twelve (12) months thereafter. Notwithstanding the foregoing, the
provisions of this Section 10(c) shall not be violated by (A) general advertising or
solicitation not specifically targeted at Company-related persons or entities, (B) the Employee
serving as a reference, upon request, for any employee of the Company or any of its subsidiaries or
affiliates, or (C) actions taken by any person or entity with which the Employee is associated if
the Employee is not personally involved in any manner in the matter and has not identified such
Company-related person or entity for soliciting or hiring.




     (d) RETURN OF COMPANY PROPERTY. On the date of the Employee’s termination of employment with
the Company for any reason (or at any time prior thereto at the Company’s request), the Employee
shall return all property belonging to the Company or its affiliates (including, but not limited
to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other
equipment, or documents and property belonging to the Company). The Employee may retain the
Employee’s rolodex and similar address books provided that such items only include contact
information.



     (e) REASONABLENESS OF COVENANTS. In signing this Agreement, the Employee gives the Company
assurance that the Employee has carefully read and considered all of the terms and conditions of
this Agreement, including the restraints imposed under this Section 10. The Employee
agrees that these restraints are necessary for the reasonable and proper protection of the Company
and its affiliates and their trade secrets and confidential information and that each and every one
of the restraints is reasonable in respect of subject matter, length of time and geographic area,
and that these restraints, individually or in the aggregate, will not prevent the Employee from
obtaining other suitable employment during the period in which the Employee is bound by the
restraints. The Employee acknowledges that each of these covenants has a unique, very substantial
and immeasurable value to the Company and its affiliates and that the Employee has sufficient
assets and skills to provide a livelihood while such covenants remain in force. The Employee
further covenants that the Employee will not challenge the reasonableness or enforceability of any
of the covenants set forth in this Section 10. It is also agreed that each of the
Company’s affiliates will have the right to enforce all of the Employee’s obligations to that
affiliate under this Agreement, including without limitation pursuant to this Section 10.



     (f) REFORMATION. If it is determined by a court of competent jurisdiction in any state that
any restriction in this Section 10 is excessive in duration or scope or is unreasonable or
unenforceable under applicable law, it is the intention of the parties that such restriction may be
modified or amended by the court to render it enforceable to the maximum extent permitted by the
laws of that state.



     (g) TOLLING. In the event of any violation of the provisions of this Section 10, the
Employee acknowledges and agrees that the post-termination restrictions contained in this
Section 10 shall be extended by a period of time equal to the period of such violation, it
being the intention of the parties hereto that the running of the applicable post-termination
restriction period shall be tolled during any period of such violation.



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     (h) SURVIVAL OF PROVISIONS. The obligations contained in Section 8 and this
Section 10 shall survive the termination of Employee’s employment with the Company and,
respecting Section 10 only, the expiration of the Employment Term, and shall be fully
enforceable thereafter.



     11. EQUITABLE RELIEF AND OTHER REMEDIES. The Employee acknowledges and agrees that the
Company’s remedies at law for a breach or threatened breach of any of the provisions of Section
10 hereof would be inadequate and, in recognition of this fact, the Employee agrees that, in
the event of such a breach or threatened breach, in addition to any remedies at law, the Company
shall be entitled to obtain equitable relief in the form of specific performance, a temporary
restraining order, a temporary or permanent injunction or any other equitable remedy which may then
be available, without the necessity of showing actual monetary damages or the posting of a bond or
other security.



     12. NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as
provided in this Section 12 hereof, no party may assign or delegate any rights or
obligations hereunder without first obtaining the written consent of the other party hereto. The
Company may assign this Agreement to any successor to all or substantially all of the business
and/or assets of the Company, provided that the Company shall require such successor to
expressly assume and agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession had taken place. As used in this
Agreement, “Company” shall mean the Company and any successor to its business and/or
assets, which assumes and agrees to perform the duties and obligations of the Company under this
Agreement by operation of law or otherwise.



     13. NOTICE. For purposes of this Agreement, notices and all other communications provided for
in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date
of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed
facsimile or electronic mail, (c) on the first business day following the date of deposit, if
delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the
date delivered or mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:


If to the Employee:



At the address (or to the facsimile number) shown

in the books and records of the Company.



If to the Company:



Visteon Corporation

One Village Center Drive

Van Buren Township, Michigan 48111

Attention: General Counsel



or to such other address as either party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt.







11









 








     14. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included
solely for convenience and shall not affect, or be used in connection with, the interpretation of
this Agreement. In the event of any inconsistency between the terms of this Agreement and any
form, award, plan or policy of the Company, the terms of this Agreement shall govern and control.



     15. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof.



     16. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and the same instrument.



     17. ARBITRATION. Any dispute or controversy arising under or in connection with this
Agreement or the Employee’s employment with the Company, other than injunctive relief under
Section 11 hereof, shall be settled exclusively by arbitration, conducted before a single
arbitrator in accordance with the National Rules for the Resolution of Employment Disputes of the
American Arbitration Association then in effect. The decision of the arbitrator will be final and
binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court
having jurisdiction. The parties acknowledge and agree that in connection with any such
arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses,
including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall
be borne entirely by the Company.



     18. INDEMNIFICATION. The Company hereby agrees to indemnify the Employee and hold the
Employee harmless to the maximum extent provided under the charter and by-laws of the Company and
applicable law against and in respect of any and all actions, suits, proceedings, claims, demands,
judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting
from the Employee’s good faith performance of the Employee’s duties and obligations with the
Company. This obligation shall survive the termination of the Employee’s employment with the
Company.



     19. LIABILITY INSURANCE. The Company shall cover the Employee under directors’ and officers’
liability insurance both during and, while potential liability exists, after the termination of the
Employee’s employment or the expiration of the Employment Term in the same amount and to the same
extent as the greater (if differing) of the Company’s coverage of its other officers and directors.



     20. GOVERNING LAW; JURISDICTION. This Agreement, the rights and obligations of the parties
hereto, and all claims or disputes relating thereto, shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the choice of law provisions
thereof. Each of the parties agrees that any dispute between the parties shall be resolved only in
the courts of the State of Delaware or the United States District Court for the District of
Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context,
and without limiting the generality of the foregoing, each of the parties hereto irrevocably and
unconditionally (a) submits in any proceeding relating to this Agreement or the



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Employee’s employment by the Company or any affiliate, or for the recognition and enforcement
of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the
courts of the State of Delaware, the court of the United States of America for the District of
Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees
that all claims in respect of any such Proceeding shall be heard and determined in such Delaware
State court or, to the extent permitted by law, in such federal court, (b) consents that any such
Proceeding may and shall be brought in such courts and waives any objection that the Employee or
the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any
such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or
claim the same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EMPLOYEE’S EMPLOYMENT BY THE
COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EMPLOYEE’S OR THE COMPANY’S PERFORMANCE UNDER, OR
THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may
be effected by mailing a copy of such process by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such party at the Employee’s or the Company’s address as
provided in Section 13 hereof, and (e) agrees that nothing in this Agreement shall affect
the right to effect service of process in any other manner permitted by the laws of the State of
Delaware.




     21. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and signed by the Employee
and such officer or director as may be designated by the Board. No waiver by either party hereto
at any time of any breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or subsequent time. Except as
otherwise expressly referenced herein, this Agreement together with all exhibits hereto (if any)
sets forth the entire agreement of the parties hereto in respect of the subject matter contained
herein and supersedes any and all prior agreements or understandings between the Employee and the
Company with respect to the subject matter hereof (including, without limitation, the Prior
Agreement). No agreements or representations, oral or otherwise, express or implied, with respect
to the subject matter hereof have been made by either party which are not expressly set forth in
this Agreement.



     22. REPRESENTATIONS. The Employee represents and warrants to the Company that (a) the
Employee has the legal right to enter into this Agreement and to perform all of the obligations on
the Employee’s part to be performed hereunder in accordance with its terms, and (b) the Employee is
not a party to any agreement or understanding, written or oral, and is not subject to any
restriction, which, in either case, could prevent the Employee from entering into this Agreement or
performing all of the Employee’s duties and obligations hereunder. The Company represents and
warrants to the Employee that (a) the Company has the legal right to enter into this Agreement and
to perform all of the obligations on the Company’s part to be performed hereunder in accordance
with its terms, and (b) the Company is not a party to any agreement or understanding, written or
oral, and is not subject to any restriction, which, in either case, could prevent the Company from
entering into this Agreement or performing all of the Company’s duties and obligations hereunder.



13









 





     23. TAX MATTERS.



     (a) WITHHOLDING. The Company may withhold from any and all amounts payable under this
Agreement or otherwise such federal, state and local taxes as may be required to be withheld
pursuant to any applicable law or regulation.



     (b) SECTION 409A COMPLIANCE.



          (i) The intent of the parties is that payments and benefits under this Agreement comply with
Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder
(collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this
Agreement shall be interpreted to be in compliance therewith. To the extent that any provision
hereof is modified in order to comply with Code Section 409A, such modification shall be made in
good faith and shall, to the maximum extent reasonably possible, maintain the original intent and
economic benefit to the Employee and the Company of the applicable provision without violating the
provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any
additional tax, interest or penalty that may be imposed on the Employee by Code Section 409A or for
damages for failing to comply with Code Section 409A.




          (ii) A termination of employment shall not be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment of any amount or benefit upon or following a
termination of employment unless such termination is also a “separation from service” within the
meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references
to a “termination,” “termination of employment” or like terms shall mean “separation from service.”
Notwithstanding any other payment schedule provided herein to the contrary, if the Employee is
deemed on the date of termination to be a “specified employee” within the meaning of that term
under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit
that is considered “nonqualified deferred compensation” under Code Section 409A payable on account
of a “separation from service,” such payment or benefit shall be made on the date which is the
earlier of (A) the expiration of the six (6)-month period measured from the date of the Employee’s
“separation from service,” and (B) the date of the Employee’s death, to the extent required under
Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits
delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or
in installments in the absence of such delay) shall be paid or reimbursed to the Employee in a lump
sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in
accordance with the normal payment dates specified for them herein.




          (iii) To the extent that reimbursements or other in-kind benefits under this Agreement
constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses
or other reimbursements hereunder shall be made on or prior to the last day of the taxable year
following the taxable year in which such expenses were incurred by the Employee, (B) any right to
reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another
benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits
provided in any taxable year shall in any way affect the




14









 







expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable
year.




          (iv) For purposes of Code Section 409A, the Employee’s right to receive installment payments
pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct
payments. Whenever a payment under this Agreement specifies a payment period with reference to a
number of days, the actual date of payment within the specified period shall be within the sole
discretion of the Company.




          (v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall
any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation”
for purposes of Code Section 409A be subject to offset by any other amount unless otherwise
permitted by Code Section 409A.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	COMPANY

 	 
	 	By:  	/s/ Michael K. Sharnas	 
	 	 	Name:  	Michael K. Sharnas	 
	 	 	Title:  	Vice President and General Counsel	 
	 
	 
	 	EMPLOYEE

 	 
	 	/s/ Donald J. Stebbins	 
	 	Donald J. Stebbins 	 
	 	 	 	 



Employment Agreement Signature Page






 









 








EXHIBIT A




FORM OF RESTRICTED STOCK AWARD AGREEMENT



A-1









 





EXHIBIT B




CHANGE IN CONTROL AGREEMENT



B-1









 





EXHIBIT C




GENERAL RELEASE


I, Donald J. Stebbins, in consideration of and subject to the performance by Visteon Corporation
(together with its subsidiaries, the “Company”), of its obligations under Section 8 of the
Employment Agreement, dated as of October 1, 2010 (the “Agreement”), do hereby release and
forever discharge as of the date hereof the Company and its respective affiliates and subsidiaries
and all present, former and future directors, officers, agents, representatives, employees,
successors and assigns of the Company and/or its respective affiliates and subsidiaries and direct
or indirect owners (collectively, the “Released Parties”) to the extent provided herein
(this “General Release”). Terms used herein but not otherwise defined shall have the
meanings given to them in the Agreement.





	1.	 	I understand that any payments or benefits paid or granted to me under Section 8 of the
Agreement represent, in part, consideration for signing this General Release and are not
salary, wages or benefits to which I was already entitled. I understand and agree that I will
not receive the payments and benefits specified in Section 8 of the Agreement unless I execute
this General Release and do not revoke this General Release within the time period permitted
hereafter or breach this General Release. Such payments and benefits will not be considered
compensation for purposes of any employee benefit plan, program, policy or arrangement
maintained or hereafter established by the Company or its affiliates.






	2.	 	Except as provided in paragraph 4 below and except for the provisions of the Agreement which
expressly survive the termination of my employment with the Company, I knowingly and
voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever
discharge the Company and the other Released Parties from any and all claims, suits,
controversies, actions, causes of action, cross-claims, counter-claims, demands, debts,
compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims
for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity,
both past and present (through the date that this General Release becomes effective and
enforceable) and whether known or unknown, suspected, or claimed against the Company and/or
any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators
or assigns, ever had, now have, or hereafter may have, by reason of any matter, cause, or
thing whatsoever, from the beginning of my initial dealings with the Company to the date of
this General Release, and particularly, but without limitation of the foregoing general terms,
any claims arising from or relating in any way to my employment relationship with Company, the
terms and conditions of that employment relationship, and the termination of that employment
relationship (including, but not limited to, any allegation, claim or violation, arising
under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991;
the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers
Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with
Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment
Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any
applicable Executive Order Programs; the Fair Labor




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	 	 	Standards Act; or their state or local counterparts; or under any other federal, state or local
civil or human rights law, or under any other local, state, or federal law, regulation or
ordinance; or under any public policy, contract or tort, or under common law; or arising under
any policies, practices or procedures of the Company; or any claim for wrongful discharge,
breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees,
or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing
collectively referred to herein as the “Claims”).






	3.	 	I represent that I have made no assignment or transfer of any right, claim, demand, cause of
action, or other matter covered by paragraph 2 above.






	4.	 	I agree that this General Release does not waive or release any rights or claims that I may
have under the Age Discrimination in Employment Act of 1967 which arise after the date I
execute this General Release. I acknowledge and agree that my separation from employment with
the Company in compliance with the terms of the Agreement shall not serve as the basis for any
claim or action (including, without limitation, any claim under the Age Discrimination in
Employment Act of 1967).






	5.	 	I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive
relief from any or all Released Parties of any kind whatsoever, including, without limitation,
reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the
foregoing, I acknowledge that I am not waiving and am not being required to waive any right
that cannot be waived under law, including the right to file an administrative charge or
participate in an administrative investigation or proceeding; provided, however, that I
disclaim and waive any right to share or participate in any monetary award resulting from the
prosecution of such charge or investigation or proceeding.






	6.	 	In signing this General Release, I acknowledge and intend that it shall be effective as a bar
to each and every one of the Claims hereinabove mentioned or implied. I expressly consent
that this General Release shall be given full force and effect according to each and all of
its express terms and provisions, including those relating to unknown and unsuspected Claims
(notwithstanding any state or local statute that expressly limits the effectiveness of a
general release of unknown, unsuspected and unanticipated Claims), if any, as well as those
relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that
this waiver is an essential and material term of this General Release and that without such
waiver the Company would not have agreed to the terms of the Agreement. I further agree that
in the event that I should bring a Claim seeking damages against the Company, or in the event
that I should seek to recover against the Company in any Claim brought by a governmental
agency on my behalf, this General Release shall serve as a complete defense to such Claims to
the maximum extent permitted by law. I further agree that I am not aware of any pending
claim, or of any facts that could give rise to a claim, of the type described in paragraph 2
as of the execution of this General Release.






	7.	 	I agree that neither this General Release, nor the furnishing of the consideration for this
General Release, shall be deemed or construed at any time to be an admission by the Company,
any Released Party or myself of any improper or unlawful conduct.




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	8.	 	I agree that I will forfeit all amounts payable by the Company pursuant to the Agreement if I
challenge the validity of this General Release. I also agree that if I violate this General
Release by suing the Company or the other Released Parties, I will pay all costs and expenses
of defending against the suit incurred by the Released Parties, including reasonable
attorneys’ fees, and return all payments received by me pursuant to the Agreement on or after
the termination of my employment.






	9.	 	I agree that this General Release and the Agreement are confidential and agree not to
disclose any information regarding the terms of this General Release or the Agreement, except
to my immediate family and any tax, legal or other counsel that I have consulted regarding the
meaning or effect hereof or as required by law, and I will instruct each of the foregoing not
to disclose the same to anyone. The Company agrees to disclose any such information only to
any tax, legal or other counsel of the Company as required by law.






	10.	 	Any non-disclosure provision in this General Release does not prohibit or restrict me (or my
attorney) from responding to any inquiry about this General Release or its underlying facts
and circumstances by the Securities and Exchange Commission, the Financial Industry Regulatory
Authority, or any other self-regulatory organization or governmental entity.






	11.	 	I hereby acknowledge that Sections 8, 10 through 13, 15, 17 through 20 and 23 of the
Agreement shall survive my execution of this General Release.






	12.	 	I represent that I am not aware of any Claim by me, and I acknowledge that I may hereafter
discover Claims or facts in addition to or different than those which I now know or believe to
exist with respect to the subject matter of the release set forth in paragraph 2 above and
which, if known or suspected at the time of entering into this General Release, may have
materially affected this General Release and my decision to enter into it.






	13.	 	Notwithstanding anything in this General Release to the contrary, this General Release shall
not relinquish, diminish, or in any way affect any right or claim arising out of any breach by
the Company or by any Released Party of the Agreement after the date hereof.






	14.	 	Whenever possible, each provision of this General Release shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this General
Release is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision or any other jurisdiction, but this General Release shall be
reformed, construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.




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BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:





	 	1.	 	I HAVE READ IT CAREFULLY;
	 
	 	2.	 	I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING
BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS
AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT OF 1963,
THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED;
	 
	 	3.	 	I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
	 
	 	4.	 	I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO
OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;
	 
	 	5.	 	I HAVE HAD AT LEAST [21][45]  DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO
CONSIDER IT AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE
MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED  [21][45] -DAY PERIOD;
	 
	 	6.	 	I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE
IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION
PERIOD HAS EXPIRED;
	 
	 	7.	 	I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY
COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
	 
	 	8.	 	I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED
OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF
THE COMPANY AND BY ME.
	 





	 	 	 	 	 	 	 	 

	SIGNED:
	 	 
	 	 DATE:
	 	 	 
	 

	 	 
	 	 	 	 	 






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