EX-10.11






Exhibit 10.11




VISTEON CORPORATION




PENSION PARITY PLAN




(As amended and restated effective January 1, 2009)




 









 





VISTEON
CORPORATION


PENSION PARITY PLAN




          The Visteon Corporation Pension Parity Plan (the “Plan”) has been adopted to promote the best
interests of Visteon Corporation (the “Company”) and the stockholders of the Company by attracting
and retaining key management employees possessing a strong interest in the successful operation of
the Company and its subsidiaries or affiliates and encouraging their continued loyalty, service and
counsel to the Company and its subsidiaries or affiliates. 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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ARTICLE I. DEFINITIONS AND CONSTRUCTION




     Section 1.01. Definitions.



          The following terms have the meanings indicated below unless the context in which the term is
used clearly indicates otherwise:




     (a) Affiliate: 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.



     (b) Board: The Board of Directors of the Company.



     (c) Beneficiary: The person or entity designated by a Participant to be his beneficiary for
purposes of this Plan (subject to such limitations as to the classes and number of beneficiaries
and contingent beneficiaries and such other limitations as the Committee may prescribe). A
Participant’s designation of Beneficiary shall be valid and in effect only if a properly executed
designation, in such form as the Committee shall prescribe, is filed and received by the Committee
or its delegate prior to the Participant’s death. If a Participant designates his or her spouse as
Beneficiary, such designation automatically shall become null and void on the date of the
Participant’s divorce or legal separation from such spouse. If a valid designation of Beneficiary
is not in effect at the time of the Participant’s death, the Participant’s surviving spouse, or if
there is no surviving spouse, the estate of the Participant, shall be deemed to be the sole
Beneficiary. If multiple beneficiaries have been designated and one or more of the Beneficiaries
predecease the Participant, then upon the Participant’s death, payment shall be made exclusively to
the surviving Beneficiary or Beneficiaries unless the Participant’s designation specifies an
alternate method of distribution. Further, in the event that the Committee is uncertain as to the
identity of the Participant’s Beneficiary, the Committee may deem the estate of the Participant to
be the sole Beneficiary. Beneficiary designations shall be in writing (or in such other form as
authorized by the Committee for this purpose, which may include on-line designations), shall be
filed with the Committee or its delegate, and shall be in such form as the Committee may prescribe
for this purpose.



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     (d) Code: 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. Any reference to a specific
provision of the Code shall be deemed to include reference to any successor provision thereto.



     (e) Committee: The Organization and Compensation Committee of the Board.



     (f) Company: Visteon Corporation, or any successor thereto.



     (g) Employee: A person who is (i) classified by a Participating Employer as a common law
employee enrolled on the active employment rolls of the Participating Employer, and (ii) regularly
employed by the Participating Employer on a salaried basis (as distinguished from an individual
receiving a pension, retirement allowance, severance pay, retainer, commission, fee under a
contract or other arrangement, or hourly, piecework or other wage).



     (h) ERISA: The Employee Retirement Income Security Act of 1974, as interpreted by regulations
and rulings issued pursuant thereto, all as amended and in effect from time to time. Any reference
to a specific provision of ERISA shall be deemed to include reference to any successor provision
thereto.



     (i) Limitations: The limitations on benefits and/or contributions imposed on qualified plan
by Section 415 and Section 401(a) (17) of the Code.



     (j) Participant: An Employee who satisfies the participation requirements of Section 2.01
and, where the context so requires, a former Employee entitled to receive a benefit hereunder.



     (k) Participating Employer: The Company, Visteon Systems LLC, Visteon Global Technologies,
Inc., and each other subsidiary a majority of the voting stock of which is owned directly or
indirectly by the Company, or a limited liability company a majority of the membership interest of
which is owned directly or indirectly by the Company, that with the consent of the Committee,
participates in the Plan for the benefit of one or more Participants in its employ.



     (l) Plan: The Visteon Corporation Pension Parity Plan, as amended and in effect from time to
time.



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     (m) Retirement Plan: The Visteon Pension Plan (including both the Contributory and
Noncontributory Service component and the Balance Plus component), the Salaried Retirement Plan of
Visteon Systems, LLC (for periods prior to its merger into the Visteon Pension Plan), or such other
qualified defined benefit retirement plans as the Committee may designate. The Retirement Plan
includes the following components:




	 	(i)	 	Contributory/Noncontributory Service Program. The portion of
the Retirement Plan, excluding the Cash Balance Program.
	 
	 	(ii)	 	Cash Balance Program. The portions of the Retirement Plan that
calculate benefit accruals using a cash balance and/or pension equity formula.





     (n) Separation from Service: 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



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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.




     Section 1.02. Construction and Applicable Law.



     (a) Wherever any words are used in the masculine, they shall be construed as though they were
used in the feminine in all cases where they would so apply; and wherever any words are use in the
singular or the plural, they shall be construed as though they were used in the plural or the
singular, as the case may be, in all cases where they would so apply. Titles of articles and
sections are for general information only, and the Plan is not to be construed by reference to such
items.



     (b) This Plan is intended to be a plan of deferred compensation maintained for a select group
of management or highly compensated employees as that term is used in ERISA, and shall be
interpreted so as to comply with the applicable requirements thereof. In all other respects, the
Plan is to be construed and its validity determined according to the laws of the State of Michigan
to the extent such laws are not preempted by federal law. In case any provision of the Plan is
held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining
parts of the Plan, but the Plan shall, to the extent possible, be construed and enforced as if the
illegal or invalid provision had never been inserted.



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ARTICLE II. PARTICIPATION




     Section 2.01. Eligibility.



     (a) An Employee who participates in a Retirement Plan and whose benefit thereunder is
restricted by the Limitations shall be eligible to participate in the Plan; provided, however, that
the Committee may restrict eligibility as it deems necessary to ensure that the Plan continues to
be maintained for a select group of management or highly compensated employees as that term is used
in ERISA.



     (b) Notwithstanding anything in subsection (a) to the contrary, participation in the Plan is
limited to United States citizens (whether residing in or outside of the United States) or citizens
of another country permanently assigned to and residing in the United States, such that citizens of
other countries who are not permanently assigned to the United States, regardless of whether or not
they are on the United States payroll, are not eligible to participate in the Plan.



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ARTICLE III. PENSION PARITY BENEFIT




     Section 3.01.
Calculation of Pension Parity Benefit.



          The Pension Parity Benefit, when expressed in the form of a monthly life annuity with no
survivor benefits commencing at the Participant’s attainment of age sixty-five (or if later, the
Participant’s age at Separation from Service), shall equal the difference between (i) the benefit
that the Participant would have accumulated under the Retirement Plan if such benefit were
calculated without regard to the Limitations, and (ii) the benefit actually accumulated by the
Participant under the Retirement Plan.




     Section 3.02. Payment of Pension Parity Benefit.



     (a) Payments Commencing Prior to January 1, 2007. The Pension Parity Benefit shall be
paid by the Participating Employer commencing at the same time as is paid the corresponding benefit
under the Retirement Plan; provided that in the case of a Participant whose payments commenced
after December 31, 2004 and prior to January 1, 2007, the first payment shall occur not earlier
than the first day of the seventh month following the Participant’s Separation from Service. For a
Participant whose benefit under the Retirement Plan commenced prior to the first day of the seventh
month following the Participant’s Separation from Service, the Participant’s first Pension Parity
Benefit payment will include any monthly installments that would have been payable to the
Participant if the Pension Parity Benefit had commenced to the Participant on the same date as the
Participant’s benefit under the Retirement Plan commenced to be paid. The Pension Parity Benefit
will be paid in the same form and for the same period as is paid the corresponding benefit under
the Retirement Plan. Accordingly, the Pension Parity Benefit shall be paid to the person receiving
payment of the corresponding benefit under the Retirement Plan with each payment being made, as
nearly as practicable, at the same time as the corresponding benefit from the Retirement Plan.



     (b) Payments Commencing on or After January 1, 2007. Pension Parity Benefit 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; provided that in the case of a Participant whose Separation from Service occurred after
December 31, 2004 but prior to January 1, 2007 and whose Pension Parity Benefit has not been paid
or commenced to be paid by December 31, 2008 because the



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Participant had not commenced benefits under the Retirement Plan, the Participant’s Pension
Parity Benefit will be paid to the Participant in the form of a single lump sum payment during the
first 90 days of 2009. The amount of the lump sum payment will be equal to the present value of
the monthly amount calculated under Section 3.01 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 benefit payment date, and (ii)
for distributions after December 31, 2008, the discount rates and mortality tables that are 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 from
Service (the “Financial Statement Factors”). The lump sum present value is calculated in three
ways, and the Participant is entitled to the greatest of the three. 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 3.01 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 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 3.01 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. Under the third calculation, which
is applicable only if the Participant will be under age 55 at the benefit payment date, the lump
sum is the amount determined when the monthly amount calculated under Section 3.01 is multiplied by
a deferred to age 55 annuity factor that is determined by reference to the Financial Statement
Factors and the Participant’s age at Separation from Service.




     (c) Participants Separating From Service Prior to January 1, 2005. Notwithstanding
subsections (a) and (b) above, the Pension Parity Benefit of a Participant whose Separation from
Service occurred prior to January 1, 2005 (and whose Pension Parity Benefit is not subject to the
requirements of Code Section 409A) shall be distributed in accordance with the terms of the Plan as
in effect on the date of the Participant’s Separation from Service.



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     Section 3.03. Death Benefits.



     (a) Death During Employment. If a Participant dies on or after January 1, 2007 but
during employment:




	 	(i)	 	With respect to the Participant’s employment that is covered
under the Contributory/Noncontributory Service Program, a death benefit will be
paid under this Plan if and only if the Participant is survived by a spouse who
is entitled to a survivor annuity under the Contributory/Noncontributory
Service Program with respect to the same period of service. If a benefit is
payable, it shall be paid to the same spouse who is entitled to the survivor
annuity under the Retirement Plan, although payment of the benefit under this
Plan will be made in the form of a single lump sum payment on the first day of
the seventh month following the Participant’s death. The amount of the lump
sum payment will be equal to the present value of the difference between (i)
the monthly survivor annuity benefit that would have been payable to the spouse
with respect to the Participant’s employment covered under the
Contributory/Noncontributory Service Program if the Participant’s benefit (and
the spouse’s survivor annuity benefit) were calculated without regard to the
Limitations, and (ii) the monthly survivor annuity benefit actually payable to
the spouse with respect to the Participant’s participation in the
Contributory/Noncontributory Service Program. For purposes of this
calculation, the monthly survivor annuity benefit shall be calculating by
assuming commencement of the survivor annuity benefit on the first day of the
month following the date on which the Participant would have attained age
sixty-five (or if the Participant had already attained sixty-five years of age,
the first day of the month following Participant’s death) The present value
will be determined by using the discount rates and mortality tables that were
used to calculate the obligations for the Retirement Plan as disclosed in the
Company’s audited financial statements for the year ended immediately prior to
the year in which the distribution to the spouse is paid.




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	 	(ii)	 	With respect to the Participant’s employment that is covered
under the Cash Balance Program, a death benefit will be paid to the
Participant’s Beneficiary. Payment will be made in the form of a single lump
sum payment on the first day of the seventh month following the Participant’s
death. The amount of the lump sum payment will be equal to the difference
between (i) the lump sum death benefit that would have been payable with
respect to the Participant’s employment covered under the Cash Balance Program
if the Participant’s benefit (and the Beneficiary’s survivor benefit) were
calculated without regard to the Limitations, and (ii) the lump sum death
benefit actually payable with respect to the Participant’s participation in the
Cash Balance Program





     (b) Death After Termination But Prior to Benefit Payment. In the event a Participant
who terminates from employment with an entitlement to a benefit dies on or after January 1, 2007
but prior to payment of such benefit, the benefit shall be paid to the Participant’s Beneficiary in
the form of single sum payment (calculated in accordance with Section 3.02(b)) on the first day of
the seventh month following the Participant’s Separation from Service.



     (c) Death After Benefit Payment. If a Participant dies on or after the date on which
a lump sum payment of the Participant’s Pension Parity Benefit has been made, no further benefits
are payable following the Participant’s death.



     Section 3.04. Pension Parity Calculation Is For Record Keeping Purposes Only.



          The Pension Parity Benefit, and the record keeping procedures described herein serve solely as
a device for determining the amount of benefits accumulated by a Participant under the Plan, and
shall not constitute or imply an obligation on the part of a Participating Employer to fund such
benefits. In any event, a Participating Employer may, in its discretion, set aside assets equal to
part or all of such benefit and invest such assets in Visteon common stock, life insurance or any
other investment deemed appropriate. Any such assets shall be and remain the sole property of the
Participating Employer, and a Participant shall have no proprietary rights of any nature whatsoever
with respect to such assets.




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ARTICLE IV. GENERAL PROVISIONS




     Section 4.01. Administration.



     (a) Subject to subsection (b) below, the Committee shall administer and interpret the Plan.
To the extent necessary to comply with applicable conditions of Rule 16b-3, the Committee shall
consist of not less than two members of the Board, each of whom is also a director of the Company
and qualifies as a “non-employee director” for purposes of Rule 16b-3. If at any time the
Committee shall not be in existence or not be composed of members of the Board who qualify as
“non-employee directors”, then all determinations affecting Participants who are subject to Section
16 of the Exchange Act shall be made by the full Board, and all determinations affecting other
Participants shall be made by the Board or an officer appointed by the Board.



     (b) Subject to such limits as the Committee may from time to time prescribe or such additional
or contrary delegations of authority as the Committee may prescribe, the Company’s Director of
Compensation and Benefits may exercise any of the authority and discretion granted to the Committee
hereunder, provided that (i) the Director of Compensation and Benefits shall not be authorized to
amend the Plan, (ii) the Director of Compensation and Benefits shall not exercise authority and
responsibility with respect to non-ministerial functions that relate to the participation by
Participants who are subject to Section 16 of the Exchange Act at the time any such delegated
authority or responsibility otherwise would be exercised, that relates to the participation in the
Plan by the Director of Compensation and Benefits. To the extent that the Director of Compensation
and Benefits is authorized to act on behalf of the Committee, any references herein to the
Committee shall be also be deemed references to the Director of Compensation and Benefits.



     (c) The Committee (or where applicable in accordance with subsection (b) above, the Director
of Compensation and Benefits) may adopt and modify rules and regulations relating to the Plan as it
deems necessary or advisable for the administration of the Plan. The Committee (or where
applicable in accordance with subsection (b) above, the Director of Compensation and Benefits)
shall have the discretionary authority to interpret and construe the Plan, to make benefit
determinations under the Plan, and to take all other actions that may be necessary or appropriate
for the administration of the Plan. Each determination, interpretation or other action made or



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taken pursuant to the provisions of the Plan by the Committee shall be final and shall be
binding and conclusive for all purposes and upon all persons, including, but without limitation
thereto, the Company, its stockholders, the Participating Employers, the directors, officers, and
employees of the Company or a Participating Employer, the Plan participants, and their respective
successors in interest.




     Section 4.02. 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 4.03. Claims Procedures.



     (a) Claim for Benefits. Any Participant or Beneficiary (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 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. If the claim is denied in whole or in part, the claimant
shall be furnished with a written notice of such denial containing (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 Participant’s or Beneficiary’s right
to bring suit under ERISA following an adverse determination upon appeal.



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     (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
an 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 the 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 4.04. Participant Rights Unsecured.



     (a) Unsecured Claim. The right of a Participant or his beneficiary to receive a
distribution hereunder shall be an unsecured claim, and neither the Participant nor any beneficiary
shall have any rights in or against any specific assets of a Participating Employer. The right of
a Participant or beneficiary 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 him or his
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 a Participating Employer
shall be deemed to be secured by any pledge of, or other encumbrance on, any property of a
Participating Employer. Nothing contained in this Plan and no action taken pursuant to its terms



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shall create or be construed to create a trust of any kind, or a fiduciary relationship
between a Participating Employer and any Participant or beneficiary, or any other person.




     Section 4.05. Tax Withholding.



          The Company shall withhold from any benefit payment amounts required to be withheld for
Federal and State income and 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 4.06. Deductions and Offsets.



          Anything contained in the Plan notwithstanding, a Participating Employer may deduct from any
distribution hereunder, at the time payment is otherwise due and payable under the Plan, all
amounts owed to the Company or a Participating Employer by the 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 4.07. Amendment or Termination of Plan.



          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 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




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future benefit payments for some or all Participants, whether or not in pay status at the time
such action is taken.




     Section 4.08. Effect of Inimical Conduct.



          Anything herein contained to the contrary notwithstanding, benefit payments shall not be paid
to or with respect to any person as to whom it has been determined that such person at any time
(whether before or subsequent to termination of employment) acted in a manner detrimental to the
best interests of the Company. Any such determination shall be made by (i) the Committee with
respect to any Participant who at any time shall have been a member of the Board of Directors, an
Executive Vice President, a Senior Vice President, a Vice President, the Treasurer, the Controller
or the Secretary of the Company, and (ii) the Retirement Committee designated under the Visteon
Pension Plan with respect to any other Participant, and shall apply to any amounts payable after
the date of the applicable committee’s action hereunder, regardless of whether the Participant has
commenced receiving benefit payments hereunder.




     Section 4.09. 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 beneficiary.




     Section 4.10. Administrative Expenses.



          Costs of establishing and administering the Plan will be paid by the Participating Employers.




     Section 4.11. Successors and Assigns.



          This Plan shall be binding upon and inure to the benefit of the Participating Employers, their
successors and assigns and the Participants and their heirs, executors, administrators, and legal
representatives.




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     Section 4.12. Designated Payment Dates.



          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 4.13. 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 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.




     Section 4.14. 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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