EX-10.9






Exhibit 10.9




VISTEON CORPORATION

DEFERRED COMPENSATION PLAN




(As amended and restated effective January 1, 2009)




 









 





VISTEON CORPORATION

DEFERRED COMPENSATION PLAN




          The Visteon Corporation Deferred Compensation 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.



2









 







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) Account: The record keeping account maintained to record the interest of each Participant
under the Plan. 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 Committee may determine to be necessary or appropriate.



     (b) 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.



     (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



3









 







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.



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



     (e) 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.



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



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



     (h) Covered Employment Classification: The employment positions classified by the Company (or
by a Participating Affiliate with the consent of the Company) as Leadership Levels One, Two, Three,
Four, Five, Corporate Officer, Executive Leader, Senior Leader, or Senior Manager/Senior
Specialist.



     (i) Deferrals: An amount credited, in accordance with a Participant’s election under Article
III or as directed by the Committee, to the Participant’s Account in lieu of the payment of an
equal amount of cash compensation to the Participant. All Deferrals under the Plan relate to
periods prior to January 1, 2006. No Deferrals have been made or are permitted after December 31,
2005.



     (j) 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).



     (k) 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



4









 







time. Any reference to a specific provision of ERISA shall be deemed to include reference to
any successor provision thereto.



     (l) Exchange Act: The Securities Exchange Act of 1934, as interpreted by regulations and
rules issued pursuant thereto, all as amended and in effect from time to time. Any reference to a
specific provision of the Exchange Act shall be deemed to include reference to any successor
provision thereto.



     (m) Incentive Plan: The Visteon Corporation 2004 Incentive Plan, as amended, (including for
this purpose any predecessor or transitional short-term or long-term incentive compensation program
in effect for periods prior to January 1, 2001), the Visteon Corporation Employees’ Equity
Incentive Plan, or any other incentive plan or plans that is subsequently adopted by the Company as
a successor thereto.



     (n) Investment Options: Subject to Section 4.04, the hypothetical investment accounts that
the Committee may from time to time establish, which may, but need not, be based upon one or more
of the investment options available under the Visteon Investment Plan. The Committee may determine
to discontinue any previously established Investment Option, may make an Investment Option
available only for reallocations or transfer of Account balances out of it, and may determine the
timing for any applicable “sunset” period.



     (o) 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.



     (p) 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.



     (q) Plan: The Visteon Corporation Deferred Compensation Plan, as amended and in effect from
time to time.



5









 





     (r) 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 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.



     (s) Visteon Common Stock: The common stock of the Company.



     (t) Visteon Investment Plan: The Visteon Investment Plan, as amended and in effect from time
to time.



     (u) Visteon Stock Units: The hypothetical shares of Visteon Common Stock. To the extent that
a cash dividend would have been payable with respect to the Visteon Stock Units had the Units been
actual shares of Visteon Common Stock, the amount of the cash dividend shall be



6









 







converted into additional Visteon Stock Units and credited to the Participant’s Account as
such and shall be distributable at the same time and in the same form as are distributed the
Visteon Stock Units on which the dividend equivalent credit is based..



     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.



7









 





ARTICLE II. PARTICIPATION




     Section 2.01. Eligibility.



          Participation is limited to those Employees who (a) were employed in a Covered Employment
Classification, or who were specifically designated for participation by the Committee, and (b) who
made or received Deferrals with respect to periods of employment prior to January 1, 2006.
Effective January 1, 2006, no additional Employee shall become a Participant in the Plan.



8









 







ARTICLE
III. DEFERRALS




     Section 3.01. Deferrals.



          The Plan is limited to Deferrals made by or on behalf of Participants with respect to periods
prior to January 1, 2006. No Deferrals are permitted with respect to periods after December 31,
2005.




9









 








ARTICLE IV. ACCOUNTING AND HYPOTHETICAL INVESTMENT




     Section 4.01. Accounting.



          A Participant Account balance at any point in time shall be equal to:




     (a) the bookkeeping amount (if any) credited to the Participant as of June 30, 2000 under the
Ford Motor Company Deferred Compensation Plan and transferred in book entry form to this Plan; plus



     (b) any Deferrals credited to the Participant’s Account on or after July 1, 2000 and prior to
January 1, 2006, plus (or minus)



     (c) increases (or decreases) in value, as the case may be, to reflect deemed investment gain
or loss that would have occurred had the Participant’s Account been invested in accordance with
Sections 4.02, 4.03 and 4.04 below; minus



     (d) any distributions from the Account.



     Section 4.02. Hypothetical Investment of Participant Accounts.



          In accordance with rules prescribed by the Committee, each Participant shall designate, in
writing or in such other manner as the Committee may prescribe, how his or her Account is to be
credited among the Investment Options. When selecting more than one Investment Option, the
Participant shall designate, in whole multiples of 1% or such other percentage determined by the
Committee, the percentage of his or her Deferrals to be credited to each Investment Option. A
Participant’s election shall remain in effect unless and until modified by a subsequent election
that becomes effective in accordance with the rules established by the Committee. Other than a
reallocation of a Participant’s Account pursuant to a revised investment election submitted by the
Participant, the deemed investment allocation of a Participant will not be adjusted on account of
differences in the investment return realized by the various Investment Options that the
Participant has designated.




10









 








     Section 4.03. Deemed Investment Gain or Loss.



          On a daily basis or such other basis as the Committee may prescribe, the Account of each
Participant will be credited (or charged) based upon the investment gain (or loss) that the
Participant would have realized with respect to his or her Account had the Account been invested in
accordance with the terms of the Plan and any investment reallocation elections made by the
Participant. Unless otherwise determined by the Committee, where an Investment Option is also an
available investment option under the Visteon Investment Plan, the methodology for valuing the
Investment Option under this Plan and for calculating amounts to be credited or debited or other
adjustments to any Account with respect to that Investment Option shall be the same as the
methodology used for valuing the corresponding investment option under the Visteon Investment Plan.




     Section 4.04. Accounts are For Record Keeping Purposes Only.



          Plan Accounts 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 account balances 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.



11









 







ARTICLE V. DISTRIBUTIONS




     Section 5.01. Distribution of Account.



     (a) Subject to subsection (c) below, each Participant made a distribution election with
respect to each Deferral to this Plan. With respect to Deferrals originally made to the Ford Motor
Company Deferred Compensation Plan that were transferred to this Plan effective July 1, 2000, the
Participant’s distribution election with respect to each such Deferral made under the Ford Motor
Company Deferred Compensation Plan and in effect as of June 30, 2000, shall be the Participant’s
distribution election with respect to each such Deferral under this Plan unless such distribution
election has been superseded by a revised distribution election made under this Plan.



     (b) In December, 2007, a Participant who at that time was actively employed by the Company or
an Affiliate was permitted to revise his or her distribution election with respect to the Deferrals
made in any Plan Year, provided that a revised distribution election made during calendar years
2006 or 2007 with respect to the Deferrals made in any Plan Year will not be given effect, and the
Participant’s immediately prior valid distribution election with respect to such Deferral will
continue in effect, if the revised election would operate to cause amounts that would otherwise be
distributable in the 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 year in which the
revised election is made. In the case of a Participant who terminated employment with the Company
and its Affiliates prior to December 31, 2007, the Participant’s distribution elections as in
effect at the Participant’s termination of employment shall be irrevocable. In the case of a
Participant who was actively employed on December 31, 2007, the Participant’s distribution
elections as in effect on December 31, 2007 shall be irrevocable.



     (c) Distribution of a particular Deferral is “triggered” by the earlier to occur of the
Participant’s Separation from Service (applicable to all Participants) or the date selected by the
Participant for distribution of that Deferral (applicable if the Participant selected a particular
year for distribution of the Deferral). Accordingly, except as otherwise provided in Section 5.02
or 7.07, distribution of the portion of the Participant’s Account that is attributable to a
Deferral shall be made as follows:



12









 






	 	(i)	 	If the Participant elected distribution with respect to a
particular Deferral with distribution to occur in a specific year, and if the
Participant has not incurred a Separation from Service prior to the first day
of such calendar year, i.e., distribution is “triggered” by the occurrence of
the stated date rather than by the Participant’s Separation from Service, the
Participant shall receive a single sum as soon as practicable following March
15 of the year selected by the Participant for distribution with respect to the
particular Deferral;
	 
	 	(ii)	 	If distribution is “triggered” by the Participant’s Separation
from Service and such Separation from Service occurs prior to the Participant’s
attainment of age 55 with 10 or more years of service, the Participant shall
receive a single sum distribution with respect to the particular Deferral on
the first day of the seventh month following the Participant’s Separation from
Service, notwithstanding any prior selection by the Participant of a subsequent
year for distribution or a different form of distribution;
	 
	 	(iii)	 	If distribution is “triggered” by the Participant’s Separation
from Service and such Separation from Service occurs on or after attainment of
age 55 with 10 or more years of service, the Participant shall receive
distribution with respect to the particular Deferral in the form (single sum or
installment) elected by the Participant. The single sum distribution (or the
first installment of the installment distribution) will be made on the first
day of the seventh month following the Participant’s Separation from Service.
In the case of an installment distribution, subsequent installments will be
distributed as soon as practicable following March 15 of each subsequent
calendar year (after the calendar year in which the first installment is
distributed) as necessary in order to complete the number of annual
installments (not to exceed ten) as were selected by the Participant with
respect to the particular Deferral;




13









 












	 	(iv)	 	If the Participant dies, either before distribution with
respect to a Deferral has begun or with respect to the undistributed portion of
a Deferral for which the Participant has elected an installment distribution,
the Participant’s Beneficiary shall receive a single sum distribution with
respect to the particular Deferral as soon as practicable following March 15 of
the calendar year following the calendar year in which occurs the Participant’s
death, notwithstanding any prior selection by the Participant of a subsequent
year for distribution or a different form of distribution.





     (d) If installment distributions are payable, the amount of the first installment will be an
amount determined by dividing the value of the Participant’s Account or part thereof relating to a
particular Deferral, as of the applicable valuation date as determined below, by the number of
installments selected by the Participant. Each subsequent distribution will be an amount
determined by dividing the value of the Participant’s Account or part thereof relating to a
particular Deferral, as of the applicable valuation date as determined below, by the number of
remaining installment payments under the method selected by the Participant. Except for
installment distributions under clause (iii) of subsection (c) above, all distributions shall be in
the form of a lump sum payment. Unless otherwise determined by the Committee, the Account or part
thereof relating to a particular Deferral shall be valued, for purposes of the distribution, as of
(i) the close of business on March 15 (in the case of a distribution to be made as soon as
practicable following March 15) or the next preceding day for which valuation information is
available, or (ii) in the case of any other distribution, the valuation date immediately prior to
the date of payment.



     Section 5.02. Hardship Distributions.



          At the written request of a Participant, the Committee, in its sole discretion, may authorize
distribution of all or any part of the Participant’s Account prior to his or her scheduled
distribution date or dates, or accelerate payment of any installment payable with respect to any
Deferral, upon a showing of unforeseeable emergency by the Participant. For purposes of this
Section, “unforeseeable emergency” shall mean severe financial hardship to the Participant
resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent




14









 







(as defined in Internal Revenue Code Section 152(a)) of the Participant, loss of the
Participant’s property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant. Withdrawals of
amounts because of unforeseeable emergency shall only be permitted only if, as determined in
accordance with regulations published by the Secretary of the Treasury, the amounts distributed
with respect to the emergency do not exceed the amounts necessary to satisfy such emergency plus
amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking
into account the extent to which such hardship is or may be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the Participant’s assets to the extent
the liquidation of such assets would not itself cause severe financial hardship. Examples of what
are not considered to be unforeseeable emergencies include the need to send a Participant’s child
to college or the desire to purchase a home. The Committee shall determine the applicable
distribution date and the date as of which the amount to be distributed shall be valued with
respect to any financial hardship withdrawal or distribution.



15









 







ARTICLE VI. RULES WITH RESPECT TO VISTEON COMMON STOCK AND

VISTEON STOCK UNITS




     Section 6.01. 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 Visteon
Common Stock, the 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 Committee determines is necessary or desirable to prevent the dilution or
enlargement of the benefits intended to be provided under the Plan.




     Section 6.02. No Shareholder Rights With Respect to Visteon Stock Units.



          Participants shall have no rights as a stockholder pertaining to Visteon Stock Units credited
to their Accounts.



16









 







ARTICLE VII. GENERAL PROVISIONS




     Section 7.01. 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, or 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



17









 







for the administration of the Plan. Each determination, interpretation or other action made
or 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 7.02. 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. In addition,
transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3
under the Exchange Act. The Committee may take such action as the Committee deems appropriate so
that transactions under the Plan will be exempt from Section 16 of the Exchange Act, and shall have
the right to restrict or prohibit any transaction to the extent it deems such action necessary or
desirable for such exemption to be met.



     Section 7.03. 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



18









 







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.



     (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 7.04. 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 amount credited to his Account or any other 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



19









 







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
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 7.05. 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 7.06. Amendment or Termination of Plan.



     (a) 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 or 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. No amendment or termination may reduce or eliminate any



20









 







Account balance accrued to the date of such amendment or termination (except as such Account
balance may be reduced as a result of investment losses allocable to such Account).



     (b) In the event that the Internal Revenue Service publishes rules, regulations or other
guidance (whether in proposed, temporary or final form) governing the administration and operation
of deferred compensation plans, including, without limitation, rules or guidance regarding
Participant elections and the distribution of benefits, the Company’s Director of Compensation and
Benefits may adopt one or more amendments to the Plan that the Director of Compensation and
Benefits determines to be necessary or desirable taking into account the rules, regulations or
other guidance published by the Internal Revenue Service.



     Section 7.07. Deduction from Distributions.



          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 a
Participating Employer 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 7.08. No Assignment of Benefits.



          No rights or benefits under the Plan shall, except as otherwise specifically provided by law,
be subject to assignment (except for the designation of beneficiaries pursuant to subsection (c) of
Section 1.01), nor shall such rights or benefits be subject to attachment or legal process for or
against a Participant or his or her Beneficiary.




     Section 7.09. Administrative Expenses.



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




21









 








     Section 7.10. 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.




     Section 7.11. 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 7.12. 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 7.13. 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,



22









 






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







23