exv10w11






Exhibit 10.11




VISTEON CORPORATION




DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS

(Amended and Restated effective as of October 18, 2010)



Section 1. EFFECTIVE DATE





	 	 	The Board of Directors of Visteon Corporation has adopted this Deferred Compensation Plan,
effective October 11, 2000, for the benefit of the non-employee directors of Visteon
Corporation.





Section 2. DEFINITIONS





	 	 	When used herein the following words and phrases shall have the meanings set forth below
unless the context clearly indicates otherwise:






	 	(a)	 	“Account” means the recordkeeping account maintained by the Company in the
name of the Participant. An Account is established for record keeping purposes only
and not to reflect the physical segregation of assets on the Participant’s behalf, and
may consist of such subaccounts or balances as the Administrative Committee may
determine to be necessary or appropriate, including the following:






	 	1.	 	“Voluntary Deferral Subaccount” means the Visteon Stock Units that are
credited to the Participant’s Account as a result of the Participant’s election
to make Voluntary Deferrals.
	 
	 	2.	 	“Dividend Subaccount” means the Visteon Stock Units that are credited
to the Participant’s Account as a result of deemed dividends on Visteon Stock
Units credited to the Participant’s Account.
	 
	 	3.	 	“Post-Petition Voluntary Deferral Subaccount” means the amount credited
to the Participant’s Account between June 1, 2009 and September 30, 2010, as a
result of the Participant’s election to make Voluntary Deferrals plus interest
credited as of the last day of each month prior to distribution.





 









 





	 	 	 	The interest rate for any calendar year will be a rate that, when credited
and compounded monthly, equals the annual rate of interest on 10-year
Treasury securities for the first day in the September immediately preceding
the first day of the year for which interest is being paid. The interest
credited for any month will be equal to one-twelfth of the product obtained
by multiplying the balance of the Participant’s Post-Petition Voluntary
Deferral Subaccount on the first day of the month by the applicable interest
rate for the year.






	 	(b)	 	“Administrative Committee” means the non-participating members of the Board.
	 
	 	(c)	 	“Affiliate” means a person or legal entity that directly or indirectly,
through one or more intermediaries, controls or is controlled by, or is under common
control, with the Company, within the meaning of Code Sections 414(b) and (c); provided
that Code Sections 414(b) and (c) shall be applied by substituting “at least fifty
percent (50%)” for “at least eighty percent (80%)” each place it appears therein.
	 
	 	(d)	 	“Board” means the Board of Directors of the Company.
	 
	 	(e)	 	“Code” means the Internal Revenue Code of 1986, as interpreted by regulations
and rulings issued pursuant thereto, all as amended and in effect from time to time.
	 
	 	(f)	 	“Company” means Visteon Corporation, or any successor thereto.
	 
	 	(g)	 	“Company Stock” means the common stock of the Company, par value $0.01.
	 
	 	(h)	 	“Exchange” means the principal securities exchange on which Company Stock is
traded or the over-the-counter market if Company Stock is not traded on a securities
exchange.
	 
	 	(i)	 	“Participant” means each member of the Board who is not a common-law employee
of the Company.
	 
	 	(j)	 	“Plan” means the Visteon Corporation Deferred Compensation Plan for
Non-Employee Directors, as amended from time to time.




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	 	(k)	 	“Plan Year” means the period beginning on the effective date of the Plan and
ending on December 31, 2000, and thereafter, the twelve month period beginning on
January 1 and ending December 31 of each year.
	 
	 	(l)	 	Separation from Service” means the date on which a Participant ceases to be a
member of the Board of Directors of the Company (or the board of directors of any
Affiliate), provided that such cessation constitutes a separation from service for
purposes of Code Section 409A.
	 
	 	(m)	 	“Visteon Stock Units” mean the hypothetical shares of Company Stock that are
credited to a Participant’s Account in accordance with Sections 4 and 5.
	 
	 	(n)	 	“Voluntary Deferrals” mean cash remuneration that would otherwise be paid to a
Participant but that, in accordance with the Participant’s election, is converted into
Visteon Stock Units and credited to the Participant’s Voluntary Deferral Subaccount.





Section 3. ADMINISTRATION





	 	(a)	 	General Authority. The Administrative Committee shall have the full
power and discretionary authority to: (1) interpret and administer the Plan and any
instrument relating to or made under the Plan; (2) establish, amend, suspend or waive
such rules and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (3) make any other determination, and take any
other action, that the Administrative Committee deems necessary or desirable for the
administration of the Plan. The decisions and determinations of the Administrative
Committee need not be uniform and may be made differently among Participants, and shall
be final, binding and conclusive on all interested parties.
	 
	 	(b)	 	Recordkeeping. The Administrative Committee shall be responsible for
maintaining all Accounts; provided that the Administrative Committee may in its
discretion appoint or remove a third-party recordkeeper to maintain the Accounts as
provided herein.




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	 	(c)	 	Effectiveness of Elections. Any elections or beneficiary designations
made under this Plan shall be effective only upon the delivery of the appropriate form
to the Secretary of the Company and its acceptance by the Administrative Committee.





Section 4. VOLUNTARY DEFERRALS





	 	(a)	 	Voluntary Deferrals. Each Participant may elect, in such form and
manner specified by the Administrative Committee, to defer the receipt of any cash
remuneration to be earned with respect to services to be performed as a non-employee
member of the Board after the effective date of the election. Such election shall be
effective on the first day of the Plan Year following the date it is received by the
Administrative Committee, provided that to the extent permitted under Code Section
409A, a Participant may elect within 30 days of first becoming a Participant to have an
election take effect immediately with respect to any compensation for services to be
performed after the date of the election. An election, once it becomes effective with
respect to a Plan Year, shall be irrevocable for that Plan Year. An election shall
continue in effect for subsequent Plan Years (and with respect to any Plan Year shall
become irrevocable on January 1 of that Plan Year) unless modified by the Participant
in accordance with this Section 4(a). A Participant may modify an existing election
effective on the first day of the Plan Year following the date on which the revised
election is received by the Administrative Committee.
	 
	 	(b)	 	Conversion to Visteon Stock Units. As of the last day of each month,
all Voluntary Deferrals made by or on behalf of a Participant during that month shall
be converted, for recordkeeping purposes, into whole and fractional Visteon Stock
Units, with fractional units calculated to four decimal places, with the resulting
Visteon Stock Units being credited to the Participant’s Voluntary Deferral Subaccount.
The conversion shall be accomplished by dividing each Participant’s Voluntary Deferrals
by the average of the high and low prices at which a share of Company Stock shall have
been sold on the Exchange on the last day of such month on which the Exchange is open
to transact trades. Notwithstanding the foregoing provisions of this Section 4(b),
this Section 4(b) shall not apply to Voluntary Deferrals made by or on behalf of a
Participant with respect to remuneration for services as a non-employee member of the
Board




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	 	 	 	between June 1, 2009 and September 30, 2010, and such Voluntary Deferrals shall be
credited to the Participant’s Post-Petition Voluntary Deferral Subaccount






	 	(c)	 	Vesting. Each Participant shall at all times be 100% vested in his or
her Voluntary Deferral Subaccount and Post-Petition Deferral Subaccount.





Section 5. DIVIDEND EQUIVALENTS





	 	(a)	 	Conversion to Visteon Stock Units. Any cash dividends that would have
been payable in any month on the Visteon Stock Units credited to a Participant’s
Account had such units been actual shares of Company Stock shall be converted, for
recordkeeping purposes, into whole and fractional Visteon Stock Units, with fractional
units calculated to four decimal places, with the resulting Visteon Stock Units
credited to the Participant’s Dividend subaccount. The conversion shall be accomplished
by dividing the Participant’s deemed dividends for the month by the average of the high
and low prices at which a share of Common Stock shall have been sold on the Exchange on
the last day of such month on which the Exchange is open to transact trades.
Notwithstanding the foregoing provisions of this Section 5(a), this Section 5(a) shall
not apply to cash dividends payable between June 1, 2009 and September 30, 2010, and
any such dividends shall be reflected in a separate subaccount under the Plan
	 
	 	(b)	 	Vesting. Each Participant shall at all times be 100% vested in his or
her Dividend Subaccount.





Section 6. DISTRIBUTIONS





	 	(a)	 	Distribution Date. Distribution of a Participant’s vested Account
shall be made or commence to be made on the later of (i) January 15 of the calendar
year following the calendar year in which, or (ii) the first day of the seventh month
following the date on which occurs the Participant’s Separation from Service.
	 
	 	(b)	 	Participant Distribution Elections. Distribution shall be made in the
form or forms of distribution elected by the Participant. A Participant’s distribution
election with respect to any Plan Year applies to both (i) the Voluntary Deferrals made
by or on behalf of the Participant during that Plan Year, and (ii) all dividend
equivalent




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	 	 	 	credits made with respect to such deferrals. The Participant may elect to have a
distribution made either in (i) a single sum, or (ii) ten (10) annual installments.
A Participant who fails to make any distribution election shall be deemed to have
elected the single sum payment option.






	 	1.	 	Pre-2009 Plan Year Deferral Balances. The Participant may make
a separate distribution election with respect to each Plan Year; provided that
a Participant’s election with respect to a Plan Year shall continue in effect
with respect to each subsequent Plan Year unless the Participant has submitted
(and the Administrative Committee has received) a modified distribution
election prior to January 1 of the Plan Year. On or before December 31, 2008,
a Participant may further revise his or her distribution election with respect
to any Plan Year; provided that a revised distribution election made during
calendar years 2006, 2007 or 2008 with respect to any Plan Year will not be
given effect, and the Participant’s immediately prior valid distribution
election with respect to such Plan Year will continue in effect, if the revised
election would operate to cause amounts that would otherwise be distributable
in the calendar year in which the revised distribution election is made to be
deferred for distribution in a subsequent calendar year, or to cause amounts
that would otherwise be distributable in a subsequent calendar year to become
distributable in the calendar year in which the revised election is made. A
Participant’s distribution elections as in effect on December 31, 2008 for Plan
Year ending on or before December 31, 2008, shall be irrevocable.
	 
	 	2.	 	Post-2008 Plan Year Deferral Balances. The Participant may
make a separate distribution election with respect to each Plan Year. Such
election shall be effective on the first day of the Plan Year following the
date it is received by the Administrative Committee; provided that to the
extent permitted under Code Section 409A, a Participant may make a distribution
election within 30 days of first becoming a Participant with respect to the
Plan Year in which participation commences. A distribution election, once
becoming effective with respect to a Plan Year, shall be irrevocable with
respect to that Plan Year. An election shall continue in




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	 	 	 	effect with respect for subsequent Plan Years (and, with respect to any Plan
Year, shall become irrevocable on January 1 of that Plan Year) unless
modified by the Participant in accordance with this Section 6. A
Participant may modify an existing election for subsequent Plan Years
effective on the first day of the Plan Year following the date on which the
revised election is received by the Administrative Committee.






	 	(c)	 	Distribution Procedures.






	 	1.	 	Single Sum Distribution. If the Participant has elected the
single sum distribution option, the Company, in accordance with directions from
the Administrative Committee, will distribute to the Participant a cash payment
determined by multiplying the number of Visteon Stock Units in the
Participant’s Account that are the subject of the cash payment for which such
election is in effect by the average of the high and low prices at which a
share of Company Stock shall have been sold on the Exchange on the
5th trading day preceding the date on which distribution is made;
provided that the Organization and Compensation Committee of the Board may
direct that all or any part of the Participant’s distribution be satisfied in
            shares of Company Stock equal to the number of Visteon Stock Units credited to
the Participant’s Account (and cash in lieu of any fractional unit) for which
such election is in effect.
	 
	 	2.	 	Installment Distributions. If the Participant has elected the
installment distribution option, the first installment will be paid on the date
specified in Section 6(a). Each subsequent installment will be paid on January
15 of each succeeding calendar year during the installment period. The annual
installment distribution amount for any year shall be initially determined on a
share basis by dividing the number of Visteon Stock Units credited to the
Participant’s Account as of January 1 of the year for which the distribution is
being made and for which such an election is in effect by the number of
installment payments remaining to be made, and then rounding the quotient
obtained for all but the final installment to the next lowest whole number. The
Company, in accordance with directions from the Administrative Committee, will
distribute to the Participant a cash




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	 	 	 	payment determined by multiplying the number of Visteon Stock Units in the
Participant’s Account that are the subject of the cash payment for which
such election is in effect by the average of the high and low prices at
which a share of Company Stock shall have been sold on the Exchange on the
5th trading day preceding the date on which distribution is made;
provided that the Organization and Compensation Committee of the Board may
direct that all or any part of the Participant’s distribution be satisfied
in shares of Company Stock equal to the number of Visteon Stock Units
credited to the Participant’s Account (and cash in lieu of any fractional
unit) for which such election is in effect.






	 	(d)	 	Securities Restrictions. With respect to any shares of Company Stock
distributed to a Participant, the Participant will not sell or otherwise dispose of
such Company Stock except pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the “Act”), and applicable state securities laws,
which the Company may but shall not be required to file, or in a transaction which, in
the opinion of counsel for the Company, is exempt from such registration, and a legend
may be placed on the certificates for the Company Stock to such effect. In addition,
in the event of any underwritten public offering of the Company’s securities pursuant
to an effective registration statement filed under the Act and upon the request of the
Company or the underwriters managing any underwritten offering of the Company’s
securities, the Participant shall not directly or indirectly sell, make any short sale
of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for
the purchase of, or otherwise dispose of or transfer, or agree to engage in any of the
foregoing transactions with respect to, any shares of Company Stock (other than those
included in the registration) acquired under this Plan without the prior written
consent of the Company or such underwriters, as the case may be, for such period of
time (not to exceed 180 days) from the effective date of such registration as may be
requested by the Company or such managing underwriters.
	 
	 	(e)	 	Timing of Distributions. Any distribution that is to be made on a
specified date may be made within 31 days following such date; provided that the
Participant is not permitted, directly or indirectly, to specify the taxable year of
the payment.




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Section 7. BENEFICIARY





	 	(a)	 	Death Benefits. If a Participant dies before his or her entire
Account has been distributed, then the remainder of the Participant’s Account shall be
distributed in a lump sum on the later to occur of (i) January 15 of the calendar year
following the calendar year in which, or (ii) the first day of the seventh month
following the date on which, occurs the Participant’s death. Any distribution that is
to be made on a specified date may be made within 31 days following such date.
	 
	 	(b)	 	Designation of Beneficiary. Each Participant may designate one or
more beneficiaries in such form and manner specified by the Administrative Committee,
which beneficiary shall be entitled to receive the balance of the Participant’s
Account as provided under subsection (a) in the event of the Participant’s death. The
Participant may from time to time revoke or change the beneficiary without the consent
of any prior beneficiary by filing a new designation with the Secretary of the Company.
The last such designation received by the Secretary of the Company shall be
controlling. If no beneficiary designation is in effect at the time the Participant
dies, or if no designated beneficiary survives the Participant, the Participant’s
beneficiary shall be the Participant’s estate.





Section 8. SOURCE OF BENEFITS





	 	 	Benefits accumulated under the Plan shall constitute an unfunded, unsecured promise by the
Company to provide such payments in the future, as and to the extent such amounts become
payable. Benefits attributable to service as a non-employee member of the Board shall be
paid from the general assets of the Company, and no person shall, by virtue of this Plan,
have any interest in such assets, other than as an unsecured creditor of the Company.





Section 9. NON-ALIENATION





	 	 	Except as otherwise expressly provided by this Plan, neither the Participant nor his or her
beneficiary or beneficiaries, including, without limitation, the Participant’s executors and
administrators, heirs, legatees, distributees, and any other person or persons claiming any
benefits through the Participant under this Plan shall have any right to




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	 	 	assign, transfer, pledge, hypothecate, sell, transfer, alienate and encumber or otherwise
convey the right to receive any benefits hereunder, which benefits and the rights thereto
are expressly declared to be nontransferable. The right to receive benefits under this Plan
also shall not be subject to execution, attachment, garnishment, or similar legal, equitable
or other process for the benefit of the Participant’s or beneficiary’s creditors. Any
attempted assignment, transfer, pledge hypothecation or other disposition of the
Participant’s or beneficiary’s rights to receive benefits under this Plan or the levy of any
attachment, garnishment or similar process thereupon, shall be null and void and without
effect.





Section 10. CHANGE IN CONTROL





	 	 	In the event of a Change in Control Event (as defined in Code Section 409A) with respect to
the Company, a Participant’s Account shall be fully vested, notwithstanding any vesting
schedule that would otherwise be applicable, and the value of the Participant’s Account,
determined as of the date of the Change in Control Event, shall be immediately paid to the
Participant in a single sum cash payment, notwithstanding any prior distribution election
made by the Participant.





Section 11. DURATION OF PLAN





	 	 	Unless terminated earlier pursuant to Section 12, this Plan shall remain in effect during
the term of service of the Participants and until the Account of each Participant has been
distributed as provided herein.





Section 12. AMENDMENT AND TERMINATION





	 	 	The Board reserves the right to amend or terminate this Plan at any time; provided that any
termination of the Plan shall be implemented in accordance with the requirements of Code
Section 409A, and the authority of the Administrative Committee to administer the Plan shall
extend beyond the date of the Plan’s termination; and provided further that no amendment or
termination of the Plan shall adversely affect the rights of any Participant or beneficiary
to benefits then accrued without the written consent of the affected Participant or
beneficiary.




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Section 13. MISCELLANEOUS





	 	(a)	 	Governing Law. This Plan shall be governed by and construed in
accordance with the internal laws of the State of Delaware, without reference to
conflict of law principles thereof.
	 
	 	(b)	 	Severability. If any provision of the Plan is or becomes or is deemed
to be invalid, illegal or unenforceable in any jurisdiction or as to any person, or
under any law deemed applicable by the Administrative Committee, such provision shall
be construed or deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the Administrative
Committee, materially altering the intent of the Plan, such provision shall be stricken
as to such jurisdiction or person, and the remainder of the Plan shall remain in full
force and effect.
	 
	 	(c)	 	Successors and Assigns. The Plan shall be binding upon, and inure to
the benefit of, the Company and its successors and assigns, and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or
substantially all of the Company’s assets and business.
	 
	 	(d)	 	Transactions Affecting Visteon Common Stock. In the event of any
merger, share exchange, reorganization, consolidation, recapitalization, stock
dividend, stock split or other change in corporate structure of the Company affecting
Company Stock, the Administrative Committee shall make appropriate equitable
adjustments with respect to the Visteon Stock Units (if any) credited to the Account of
each Participant, including without limitation, adjusting the number of such Units or
the date as of which such Units are valued and/or distributed, as the Administrative
Committee determines is necessary or desirable to prevent the dilution or enlargement
of the benefits intended to be provided under the Plan.
	 
	 	(e)	 	Permitted Delay in Payment. If a distribution required under the
terms of this Plan would jeopardize the ability of the Company or of an Affiliate to
continue as a going concern, the Company or the Affiliate shall not be required to make
such distribution. Rather, the distribution shall be delayed until the first date that
making the distribution does not jeopardize the ability of the Company or of an




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	 	 	 	Affiliate to continue as a going concern. Further, if any distribution pursuant to
the Plan will violate the terms of Federal securities law or any other applicable
law, then the distribution shall be delayed until the earliest date on which making
the distribution will not violate such law.






	 	(f)	 	Cancellation of Pre-Petition Visteon Stock Units. For the avoidance
of doubt, all Visteon Stock Units that were credited to a Participant’s Account as of
11:59 PM EST on September 30, 2010, whether as a result of the deferral of restricted
stock or other Voluntary Deferrals that were not credited to the Participant’s
Post-Petition Voluntary Deferral Subaccount, were cancelled.






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