EX-10.14






Exhibit 10.14




VISTEON CORPORATION




EXECUTIVE SEPARATION ALLOWANCE PLAN




(As amended and restated effective January 1, 2009)




 









 





VISTEON CORPORATION




EXECUTIVE SEPARATION ALLOWANCE PLAN




     This Plan has been established for the purpose of providing certain eligible employees with an
Executive Separation Allowance in the event of their separation from employment with the Company
under certain circumstances. The Plan is an expression of the Company’s present policy with
respect to separation allowances for employees who meet the eligibility requirements set forth
below; it is not a part of any contract of employment and no employee or other person shall have
any legal or other right to any Executive Separation Allowance. The Plan was originally adopted
effective July 1, 2000, and is amended and restated effective January 1, 2009, as set forth herein.



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     Section 1. Definitions. As used in the Plan, the following terms shall have the
following meanings, respectively:




“Affiliate” shall mean, 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
Visteon Corporation, within the meaning of Code Sections 414(b) and (c); provided that Code
Section 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.




“Code” means the Internal Revenue Code of 1986, as interpreted by the rulings and
regulations promulgated pursuant thereto, all as from time to time amended and in effect.
Any reference to a specific provision of the Code shall be deemed to include a reference to
any successor provision thereto.




“Committee” shall mean the Organization and Compensation Committee of the Board of Directors
of Visteon Corporation.




“Company” shall mean Visteon Corporation and such of the subsidiaries of Visteon Corporation
as, with the consent of Visteon Corporation, shall have adopted this Plan.




“Elected Officer” shall mean an officer of the Company elected by the Board of Directors of
Visteon Corporation.




“Eligible Surviving Spouse” shall mean a spouse to whom an employee has been married at
least one year at the date of the employee’s death.




“Leadership Level One or Two Employee” shall mean an employee of the Company who is assigned
to the Leadership Level One or Two, or its equivalent, or for periods prior to January 1,
2000, shall mean an Executive Roll Employee.




“Executive Leader” shall mean an employee who, on or after January 1, 2002, is classified as
an Executive Leader by the Company.



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“Participant” shall mean an employee who meets the eligibility criteria set forth in Section
2.




“Plan” means the Visteon Corporation Executive Separation Allowance Plan, as from time to
time amended and in effect.




“Separation from Service” shall mean the date on which a Participant terminates employment
from the Company and all Affiliates, provided that (1) such termination constitutes a
separation from service for purposes of Code Section 409A, and (2) the facts and
circumstances indicate that the Company (or the Affiliate) and the Participant reasonably
believed that the Participant would perform no further services (either as an employee or as
an independent contractor) for the Company (or the Affiliate) after the Participant’s
termination date, or believed that the level of services the Participant would perform for
the Company (or the Affiliate) after such date (either as an employee or as an independent
contractor) would permanently decrease such that the Participant would be providing
insignificant services to the Company or an Affiliate. For this purpose, a Participant is
deemed to provide insignificant services to the Company or an Affiliate, and thus to have
incurred a bona fide Separation from Service, if the Participant provides services at an
annual rate that is less than twenty percent (20%) of the services rendered by such
Participant, on average, during the immediately preceding thirty-six (36) months of
employment (or his or her actual period of employment if less). Notwithstanding the
foregoing, if a Participant takes a leave of absence from the Company or an Affiliate for
the purpose of military leave, sick leave or other bona fide leave of absence, the
Participant’s employment will be deemed to continue for the first six (6) months of the
leave of absence, or if longer, for so long as the Participant’s right to reemployment is
provided either by statute or by contract; provided that if the leave of absence is due to a
medically determinable physical or mental impairment that can be expected to result in death
or last for a continuous period of not less than six (6) months, where such impairment
causes the Participant to be unable to perform the duties of his or her position of
employment or any substantially similar position of employment, the leave may be extended
for up to twenty-nine (29) months without causing a Separation from Service.



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“Service” shall mean an eligible employee’s years of service (including fractions of years)
used in determining eligibility for retirement benefits under the Visteon Pension Plan or
the Salaried Retirement Plan of Visteon Systems, LLC.




“Subsidiary” shall mean, as applied with respect to any person or legal entity specified,
(i) a person or legal entity, a majority of the voting stock of which is owned or
controlled, directly or indirectly, by the person or legal entity specified, or (ii) any
other type of business organization in which the person or legal entity specified owns or
controls, directly or indirectly, a majority interest.



     Section 2. Eligibility. Each Executive Leader or Elected Officer (or, prior to
January 1, 2002, each Leadership Level One or Two Employee) who is separated from employment with
the approval of the Company and who:




	 	(1)	 	was employed by the Company on or before December 31, 2001;
	 
	 	(2)	 	attained the level of Executive Leader, Elected Officer, Leadership Level One
or Leadership Level Two on or before June 30, 2004;
	 
	 	(3)	 	has at least five years’ service on the Executive Roll, or its equivalent;
	 
	 	(4)	 	has at least five years of contributory membership under the Visteon Pension
Plan (which, for purposes of this Section 2, shall be deemed to include contributory
service under the Ford Motor Company General Retirement Plan) or the Salaried
Retirement Plan of Visteon Systems, LLC prior to its merger into the Visteon Pension
Plan. For purposes of this subsection (4), contributory service includes waiting
period service or pre-participation service that is counted as contributory service
under the plans and service after June 30, 2006, for Participants who were contributing
members on June 30, 2006; and
	 
	 	(5)	 	is at least 55 years of age at the time of separation from employment.




shall be eligible to receive an Executive Separation Allowance as provided herein. The Eligible
Surviving Spouse of an employee who (i) has not separated from employment with the




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Company, and (ii) meets the eligibility conditions set forth in subsections (1), (2) and (4) of
this Section 2 on or before June 30, 2004, and is at least 55 years of age at the time of death,
shall be eligible to receive the Executive Separation Allowance that the deceased employee would
have been eligible to receive if such employee had separated from employment with the approval of
the Company on the date of the employee’s death.




     The eligibility conditions set forth in subsections (3) and (4) of Section 2 may be waived by
the Chief Executive Officer or the President.



     Section 3. Calculation of Amount.



     A. Base Monthly Salary. For purposes of the Plan, the “Base Monthly Salary” of a
Participant shall be the highest monthly base salary rate of such employee during the employee’s 12
months of service immediately preceding separation from employment with the Company, prior to
giving effect to any salary reduction agreement pursuant to an employee benefit plan, as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (i) to which
Section 125 or Section 402(e)(3) of the Internal Revenue Code of 1986, as amended, applies, or (ii)
which provides for the elective deferral of compensation. It shall not include supplemental
compensation or any other kind of extra or additional compensation. For purposes of this
subsection, base salary paid by Ford Motor Company prior to July 1, 2000 shall be treated as if
paid by the Company.



     B. Amount of Executive Separation Allowance. Subject to any limitation in other
provisions of the Plan, the monthly amount of the Executive Separation Allowance of a Participant
under Section 2 above shall be such employee’s Base Monthly Salary multiplied by a percentage, not
to exceed 60%, equal to the sum of (i) 15%, (ii) five tenths of one percent (.5%) for each month
(or fraction thereof) that such employee’s age at separation exceeds 55, not to exceed thirty
percent (30%), and (iii) one percent (1%) for each year of such employee’s service in excess of 15,
prorated for fractions of a year.



     The monthly amount shall be reduced by any payments paid or payable to the Participant, the
Participant’s surviving spouse, contingent annuitant, or other beneficiary under the Visteon



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Pension Plan, the Salaried Retirement Plan of Visteon Systems, LLC, the Ford Motor Company
General Retirement Plan, the Ford Motor Company Executive Separation Allowance Plan, or any other
private retirement plan, other than the Visteon Corporation Supplemental Executive Retirement Plan
or the Ford Motor Company Supplemental Executive Retirement Plan, to which the Company or its
subsidiaries shall have contributed. The reduction shall be equal to the monthly benefit that is
payable to or on behalf of the Participant assuming commencement of such benefit on the first day
of the month following the Participant’s attainment of age sixty-five (65), regardless of the date
on which such benefits actually commence.



     C. Additional Allowance for Certain Transferred Employees. A Participant who retired
on June 30, 2000 from Ford Motor Company, and who was an Elected Officer on June 28, 2000, shall,
upon meeting the eligibility requirements in Section 2, receive the additional allowance equal to
the difference between (i) and (ii) below, where:




	 	(i)	 	is the aggregate monthly amount of Executive Separation
Allowance to which the Participant would have been entitled under the Ford
Motor Company Executive Separation Allowance Plan if the Participant’s
employment with the Company on and after July 1, 2000, and the Base Monthly
Salary attributable to such employment, had instead been employment with, and
Base Monthly Salary from, Ford Motor Company; and
	 
	 	(ii)	 	is the aggregate monthly amount of Executive Separation
Allowance under the Ford Motor Company Executive Separation Allowance Plan and
the Visteon Corporation Executive Separation Allowance Plan to which the
Participant is actually entitled.





     The additional allowance described in this subsection 3C shall be paid in accordance with the
provisions of Section 4 below and shall be paid at the same time and for the same duration as the
allowance described in subsection 3B above. The monthly retirement benefits calculated under
subsection C above shall be determined based upon the terms of the Ford Motor Company Executive
Separation Allowance Plan as in effect on June 30, 2000. The Committee has full



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authority and discretion to adjust (including to reduce) the benefit amounts calculated above
to reflect changes in the design of the Ford Motor Company Executive Separation Allowance Plan or
to take into account such other factors as the Committee, in its sole discretion, deems relevant.



     Section 4. Payments.



          A. Payments Commencing Prior to January 1, 2007.




     Executive Separation Allowance payments, in the net amount determined in accordance with
Section 3B (and if applicable, Section 3C) above, shall be made monthly, commencing either (1) in
the case of a Participant whose payments commenced prior to January 1, 2005, on the first day of
the month following the Participant’s termination of employment, or (2) in the case of a
Participant whose payments commenced after December 31, 2004 and prior to January 1, 2007, on the
first day of the seventh month following the Participant’s Separation from Service. For a
Participant whose payments commenced on the first day of the seventh month following the
Participant’s Separation from Service, the first payment shall equal seven months of allowance
payments and thereafter, on the first day of the eighth month following the Participant’s
Separation from Service, allowance payments shall be made monthly. Payments to a Participant shall
cease on the last day of the month in which such employee attains age 65 or dies, whichever occurs
first. In the event of death of a Participant prior to attaining age 65 but while receiving
allowance payments, or in the event of death during employment of a Participant whose Eligible
Surviving Spouse meets the eligibility conditions set forth in Section 2 for payments hereunder,
payments shall be made to such Participant’s Eligible Surviving Spouse, if any, until the death of
such spouse or, if earlier, until the last day of the month in which the Participant would have
attained age 65.



     Any Executive Separation Allowance payments resumed after reemployment with the Company or a
Subsidiary under Section 7 shall be paid on the basis of the percentage of Base Monthly Salary
applicable at the time of the initial determination under Section 3B (and if applicable, Section
3C).



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          B. Payments Commencing on or After January 1, 2007.




     Executive Separation Allowance payments that commence on or after January 1, 2007 shall be
paid to the Participant in the form of a single lump sum payment on the first day of the seventh
month following the Participant’s Separation from Service.



     In the event a Participant who separates from employment with an entitlement to an Executive
Separation Allowance dies prior to payment of such allowance, the Executive’s Separation Allowance
will be paid to the Participant’s surviving spouse (or if the Participant is not survived by a
spouse, to the Participant’s estate) in the form of a single lump sum payment on the first day of
the seventh month following the Participant’s Separation from Service.



     In the event a Participant dies during employment and the Participant is survived by an
Eligible Surviving Spouse who meets the eligibility conditions set forth in Section 2 for survivor
benefits hereunder, a lump sum payment shall be made to such Participant’s Eligible Surviving
Spouse. Payment will be made on the first day of the seventh month following the Participant’s
Separation from Service by reason of death.



     The amount of the lump sum payment will be equal to the present value of the monthly amount
calculated under Section 3 above, with such present value determined by using (i) for distributions
prior to January 1, 2009, the discount rates and mortality tables that were used to calculate the
obligations for the Plan as disclosed in the Company’s audited financial statements for the year
ended immediately prior to the year in which occurs the Participant’s benefit payment date, and
(ii) for distributions after December 31, 2008, the discount rates and mortality tables that were
used to calculate the obligations for the Plan as disclosed in the Company’s audited financial
statements for the year ended immediately prior to the year in which occurs the Participant’s
Separation of Service. (the “Financial Statement Factors”). The lump sum present value is
calculated in two ways, and the Participant is entitled to the greater of the two. Under the first
calculation, the lump sum is equal to the sum of (i) the lump sum value determined when the monthly
amount calculated under Section 3 is multiplied by an immediate annuity factor that is determined
by reference to the Financial Statement Factors and the Participant’s age at Separation from
Service, and (ii) six months of interest, at the rate determined by reference to the



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Financial Statement Factors, on the amount determined under clause (i). Under the second
calculation, the lump sum is the amount determined when the monthly amount calculated under Section
3 is multiplied by an immediate annuity factor that is determined by reference to the Financial
Statement Factors and the Participant’s age at Separation from Service plus six months. For
purposes of calculating such present value, the monthly amount calculated under Section 3 above
shall be assumed to commence with a payment for the month following the month in which occurs the
Participant’s Separation from Service with monthly payments continuing until the Participant’s
attainment of age sixty-five (65). If a Participant dies on or after the date on which a lump sum
payment of the Participant’s benefit has been made, no further benefits are payable following the
Participant’s death.



     Section 5. Conditions On Eligibility for Benefits.



     Anything herein contained to the contrary notwithstanding, the right of any Participant to
receive the Executive Separation Allowance hereunder shall accrue only if, during the entire period
ending with the scheduled payment date, such Participant shall have earned out such payment by
refraining from engaging in any activity that is directly or indirectly in competition with any
activity of the Company or any Subsidiary or Affiliate thereof. The Committee shall have the sole
and absolute discretion to determine whether a Participant’s activities constitute competition with
the Company and the Committee may promulgate such rules and regulations in this regard as it deems
appropriate.



     In the event of a Participant’s nonfulfillment of the condition set forth in the immediately
preceding paragraph, the Executive Separation Allowance shall not be paid to such Participant;
provided, however, that the nonfulfillment of such condition may at any time (whether before, at
the time of, or subsequent to, termination of the Participant’s employment) be waived by the
Committee upon its determination that, in its sole judgment, there shall have not been, and will
not be, any substantial adverse effect upon the Company or any Subsidiary or Affiliate thereof by
reason of the nonfulfillment of such condition.



          Anything herein contained to the contrary notwithstanding, the Executive Separation Allowance
payment shall not be paid to, or with respect to, any person as to whom it



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has been determined that such person at any time (whether before, or subsequent to termination
of, the employee’s employment) acted in a manner detrimental to the best interests of the Company.
Any such determination shall be made by the Committee, and shall apply to any amounts payable after
the date of the applicable Committee’s action hereunder, regardless (in the case of Executive
Separation Allowance payments that commenced prior to January 1, 2007) of whether the person has
commenced receiving the Executive Separation Allowance. Conduct which constitutes engaging in an
activity that is directly or indirectly in competition with any activity of the Company or any
Subsidiary or Affiliate thereof shall be governed by the immediately preceding paragraphs of this
Section 5 and shall not be subject to any determination under this paragraph.




     Section 6. Deductions and Offsets. Anything contained in the Plan notwithstanding,
the Company may deduct from any payment of Executive Separation Allowance to a Participant or such
Participant’s Eligible Surviving Spouse, at the time such payment is otherwise due and payable
under the Plan, all amounts owing to it or an Affiliate by such Participant for any reason, or the
Company may offset any amounts owing to it or an Affiliate by the Participant for any reason
against the Participant’s benefit, whether or not the benefit is then payable, up to the maximum
amount that may be offset without violating Code Section 409A).



     Section 7. Person Reemployed by the Company or a Subsidiary. In the event a
Participant who separated from employment with the Company or a Subsidiary prior to January 1, 2007
under circumstances that would make the Participant eligible to receive an Executive Separation
Allowance is reemployed by the Company or a Subsidiary before the employee has received payment of
the full amount of the employee’s Executive Separation Allowance, no further allowance shall be
paid during such period of reemployment.



     Section 8. Administration and Interpretation. Except as the Committee and the Chief
Executive Officer and the President are authorized to administer the Plan in certain respects, the
Senior Vice President, Human Resources shall have full power and authority on behalf of the Company
to administer and interpret the Plan. In the event of a change in a designated officer’s title,
the officer or officers with functional responsibility for executive separation allowance



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plans shall have the power and authority to administer and interpret the Plan. All decisions
with respect to the administration and interpretation of the Plan shall be final and shall be
binding upon all persons.



     Section 9. Restrictions to Comply with Applicable Law. Notwithstanding any other
provision of the Plan, the Company shall have no liability to make any payment under the Plan,
unless such delivery or payment would comply with all applicable laws and the applicable
requirements of any securities exchange or similar entity.



     Section 10. Taxes. The Company shall withhold from any benefit payment amounts
required to be withheld for Federal and State income or other applicable taxes. No later than the
date as of which an amount first becomes includible in the income of the Participant for employment
tax purposes, the Participant shall pay or make arrangements satisfactory to the Company regarding
the payment of any such tax. In addition, if prior to the date of distribution of any amount
hereunder, the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101,
3121(a) and 3121(v)(2), where applicable, becomes due, the Company may direct that the
Participant’s benefit be reduced to reflect the amount needed to pay the Participant’s portion of
such tax.



     Section 11. Claims Procedure.



     A. Claim for Benefits. Any Participant or Eligible Surviving Spouse (hereafter
referred to as the “claimant”) under this Plan who believes he or she is entitled to benefits under
the Plan in an amount greater than the amount received may file, or have his or her duly authorized
representative file, a claim with the Committee not later than ninety (90) days after the payment
(or first payment) is made (or should have been made) in accordance with the terms of the Plan or
in accordance with regulations issued by the Secretary of the Treasury under Code Section 409A.
Any such claim shall be filed in writing stating the nature of the claim, and the facts supporting
the claim, the amount claimed and the name and address of the claimant. The Committee shall
consider the claim and answer in writing stating whether the claim is granted or denied. If the
Committee denies the claim, it shall deliver, within one hundred thirty-five (135) days of the date
the first payment was made (or should have been made) in accordance with the



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terms of the Plan or in accordance with regulations issued by the Secretary of the Treasury
under Code Section 409A, a written notice of such denial decision. The written decision shall
contain (i) the specific reasons for the denial, (ii) a specific reference to the Plan provisions
on which the denial is based, (iii) an explanation of the Plan’s appeal procedures set forth in
subsection (b) below, (iv) a description of any additional material or information which is
necessary for the claimant to submit or perfect an appeal of his or her claim, and (v) an
explanation of the claimant’s right to bring suit under ERISA following an adverse determination
upon appeal.



     B. Appeal. If a claimant wishes to appeal the denial of his or her claim, the
claimant or his or her duly authorized representative shall file a written notice of appeal to the
Committee within 180 days after the payment (or first payment) is made (or should have been made)
in accordance with the terms of the Plan or in accordance with regulations issued by the Secretary
of the Treasury under Code Section 409A. In order that the Committee may expeditiously decide such
appeal, the written notice of appeal should contain (i) a statement of the ground(s) for the
appeal, (ii) a specific reference to the Plan provisions on which the appeal is based, (iii) a
statement of the arguments and authority (if any) supporting each ground for appeal, and (iv) any
other pertinent documents or comments which the appellant desires to submit in support of the
appeal. The Committee shall decide the appellant’s appeal within 60 days of its receipt of the
appeal (or 120 days if additional time is needed and the claimant is notified of the extension, the
reason therefor and the expected date of determination prior to commencement of the extension).
The Committee’s written decision shall contain the reasons for the decision and reference to the
Plan provisions on which the decision is based. If the claim is denied in whole or in part, such
written decision shall also include notification of the claimant’s right to bring suit for benefits
under Section 502(a) of ERISA and the claimant’s right to obtain, upon request and free of charge,
reasonable access to and copies of all documents, records or other information relevant to the
claim for benefits.



     Section 12. Participant Rights Unsecured.



     A. Unsecured Claim. The right of a Participant or his or her Eligible Surviving
Spouse to receive a distribution hereunder shall be an unsecured claim, and neither the



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Participant nor any Eligible Surviving Spouse shall have any rights in or against any amount
credited to his or her account or any other specific assets of the Company or a Subsidiary or
Affiliate. The right of a Participant or Eligible Surviving Spouse to the payment of benefits
under this Plan shall not be assigned, encumbered, or transferred, except by will or the laws of
descent and distribution. The rights of a Participant hereunder are exercisable during the
Participant’s lifetime only by the Participant or the Participant’s guardian or legal
representative.



     B. Contractual Obligation. The Company may authorize the creation of a trust or other
arrangements to assist it in meeting the obligations created under the Plan. However, any
liability to any person with respect to the Plan shall be based solely upon any contractual
obligations that may be created pursuant to the Plan. No obligation of the Company, a Subsidiary
or Affiliate shall be deemed to be secured by any pledge of, or other encumbrance on, any property
of the Company, or Subsidiary or Affiliate. Nothing contained in this Plan and no action taken
pursuant to its terms shall create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company, or Subsidiary or Affiliate and any Participant or Eligible
Surviving Spouse, or any other person.



     Section 13. No Contract of Employment. The Plan is an expression of the Company’s
present policy with respect to Company executives who meet the eligibility requirements set forth
herein. The Plan is not a contract of employment, nor does it provide any Participant with a right
to continue in the employment of the Company or any other entity. No Participant, Eligible
Surviving Spouse or other person shall have any legal or other right to any benefit payments except
in accordance with the terms of the Plan, and then only while the Plan is in effect and subject to
the Company’s right to amend or terminate the Plan as provided in Section 14 below.



     Section 14. Amendment or Termination. There shall be no time limit on the duration
of the Plan. However, the Company, by action of the Senior Vice President, Human Resources, may at
any time and for any reason, amend or terminate the Plan; provided that the Committee shall have
the exclusive amendment authority with respect to any amendment that, if adopted, would increase
the benefit payable to the Senior Vice President, Human Resources by more than a de minimis amount;
and provided further, that any termination of the Plan shall be



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implemented in accordance with the requirements of Code Section 409A. Any Plan amendment or
termination may reduce or eliminate a Participant’s benefit under the Plan, including, without
limitation, an amendment to eliminate future benefit payments for some or all Participants, whether
or not in pay status at the time such action is taken.



     Section 15. Administrative Expenses. Costs of establishing and administering the
Plan will be paid by the Company.



     Section 16. No Assignment of Benefits. No rights or benefits under the Plan shall,
except as otherwise specifically provided by law, be subject to assignment, nor shall such rights
or benefits be subject to attachment or legal process for or against a Participant or his or her
Eligible Surviving Spouse.



     Section 17. Successors and Assigns. This Plan shall be binding upon and inure to the
benefit of the Company, its Subsidiaries and Affiliates, their successors and assigns and the
Participants and their heirs, executors, administrators, and legal representatives.



     Section 18. Designated Payment Date. Whenever a provision of this Plan
specifies payment to be made on a particular date, the payment will be treated as having been made
on the specified date if it is made as soon as practicable following the designated date, provided
that (a) the Participant is not permitted, either directly or indirectly, to designate the taxable
year of payment and (b) payment is made no later than the 15th day of the third calendar
month following the designated payment date.



     Section 19. 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 Affiliate to continue as a going concern. Further, if any
distribution pursuant to the Plan will violate the terms 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.



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     Section 20. Disregard of Six Month Delay. Notwithstanding anything herein to the
contrary, if at the time of a Participant’s Separation from Service, the stock of the Company or
any other related entity that is considered a “service recipient” within the meaning of Section
409A of the Code is not traded on an established securities market or otherwise, then the provision
of the Plan requiring that payments be delayed for six months following Separation from Service
shall cease to apply. In such event, in the case of a benefit payment of which is triggered by the
Participant’s Separation from Service, the lump sum payment of a Participant’s benefit shall be
made within 90 days following the Participant’s Separation from Service.



	 	 	 
	 

	 	VISTEON CORPORATION
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Dorothy L. Stephenson
	 

	 	Senior Vice President, Human Resources
	 
	 	 
	 

	 	December 18, 2008
	 

	 	 
	 

	 	Date







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