exv10w10w7






EXHIBIT
10.10.7




VISTEON CORPORATION 2010 INCENTIVE PLAN




TERMS AND CONDITIONS OF PERFORMANCE STOCK UNIT GRANTS



     Visteon Corporation, a Delaware corporation (together with its subsidiaries, the “Company”),
subject to the terms of the Visteon Corporation 2010 Incentive Plan (the “Plan”) and this
Agreement, hereby grants to the Participant named in the Notification Summary or Appendix to this
Agreement, performance stock units (“Performance Stock Units”) as further described herein.




     1. Grant of Performance Stock Units, Target Awards and Final Awards.



          The Company hereby grants to the Participant the number of Performance Stock Units set forth
in the Notification Summary or Appendix, effective as of the date or dates (“Grant Date”) and
subject to such restrictions set forth in the Notification Summary or Appendix. The Performance
Stock Units represent a target number of shares of Company common stock to be paid (the “Target
Award”) in the event certain Performance Goals are satisfied. The actual number of shares of
Company common stock to be transferred to the Participant (the “Final Award”) may be more or less
than the Target Award, depending on the extent to which the Performance Goals have been satisfied
and the exercise of discretionary authority by the Organization and Compensation Committee of the
Board of Directors of the Company (the “Committee”) to determine and approve Final Awards; provided
that the Committee will not exercise discretion to increase the amount of any award that is
intended to constitute qualified performance-based compensation under Code Section 162(m). The
Participant has no right to receive any particular number of shares of Company common stock unless
and until the Committee has approved distribution of a Final Award to the Participant following
completion of the performance period set forth in the Notification Summary or Appendix (the
“Performance Period”). In the event of certain corporate transactions, the number of Performance
Stock Units covered by the Target Award and this Agreement may be adjusted by the Committee as
further described in Section 13 of the Plan.




     2. Effect of Termination of Employment.



          a. Except as set forth in the remaining provision of this Paragraph 2 or as otherwise
determined by the Committee, the Participant’s Performance Stock Units will be cancelled
immediately and without notice to the Participant, and no Final Award will be made, in the event
that the Participant terminates employment with the Company prior to the last day of the
Performance Period.




          b. Notwithstanding the provisions of Paragraph 2a, if the Participant is placed on an approved
leave of absence, with or without pay, the Participant will continue to be eligible to receive a
Final Award as if the Participant was actively employed during any period of the leave.




          c. Notwithstanding the provisions of Paragraph 2a, if the Participant’s employment with the
Company is terminated by reason of disability (as defined in the




 









 







Company’s long-term disability plan), death, retirement or involuntary termination without Cause, and if the Participant had
remained in the employ of the Company for at least 180 days following the Grant Date, the
Performance Stock Units that have not previously been forfeited will vest on a pro rata basis,
based on the number of months that have lapsed following the Grant Date in the manner set forth in
the Notification Summary or Appendix. For purposes of this Agreement, “retirement”
means the Participant’s voluntary termination of employment either (1) after attaining age 55
and completion of 10 years of service, or (2) after completion of at least 30 years of service,
regardless of age. For purposes of this Agreement, “Cause” for termination by the Company of the
Participant’s employment shall mean (i) the willful and continued failure by the Participant to
substantially perform the Participant’s duties with the Company (other than any such failure
resulting from the Participant’s incapacity due to physical or mental illness) after a written
demand for substantial performance is delivered to the Participant by (A) if the Participant is an
executive officer of the Company, the Board of Directors, or (B) if the Participant is not an
executive officer of the Company, the head of the Company’s global human resources department,
which demand specifically identifies the manner in which the Company believes that the Participant
has not substantially performed the Participant’s duties, or (ii) the willful engaging by the
Participant in conduct which is demonstrably and materially injurious to the Company, monetarily or
otherwise. For purposes of clauses (i) and (ii) of this definition, (x) no act, or failure to act,
on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the
Participant not in good faith and without reasonable belief that the Participant’s act, or failure
to act, was in the best interest of the Company, and (y) in the event of a dispute concerning the
application of this provision, no claim by the Company that Cause exists shall be given effect
unless the Company establishes by clear and convincing evidence that Cause exists.




     3. Payment of Final Awards.



          a. The Committee will determine the amount of the Final Award with respect to the Performance
Period, and the Participant will receive shares of common stock of the Company in settlement of a
Final Award, between January 1, 2014 and March 15, 2014. The number of shares of Company common
stock delivered to each Participant shall equal the number of shares included in the Participant’s
Final Award, less applicable withholding and brokerage fees associated with the sale of any shares
to pay applicable withholding. Any shares of common stock of the Company shall be issued in
book-entry form, registered in the Participant’s name or in the name of the Participant’s legal
representatives, beneficiaries or heirs, as the case may be. The Company will not deliver any
fractional share of common stock of the Company but will pay, in lieu thereof, cash equal to the
Fair Market Value of such fractional share. Notwithstanding the foregoing, the Committee may
direct that in lieu of settlement through delivery of common stock of the Company, the
Participant’s Final Award shall be settled by a single lump sum payment equal to the number of
shares of Company common stock that would otherwise be issued in settlement of the Final Award
multiplied by the Fair Market Value of a share of the common stock of the Company, less applicable
withholding taxes. All Performance Stock that have become vested and are settled shall be
cancelled.




          b. The Company may retain the services of a third-party administrator to perform
administrative services in connection with the Plan. To the extent the Company has




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retained such an administrator, any reference to the Company shall be deemed to refer to any such third-party
administrator retained by the Company, and the Company may require the Participant to exercise the
Participant’s rights under this Agreement only through such third-party administrator.




     4. Dividend Equivalents.



          The Participant will not receive any cash or other consideration to reflect dividends that
would have been paid or accrued had the Performance Stock Units been actual shares of
Company common stock during the Performance Period or at any time prior to the actual
distribution of a Final Award.




     5. Withholding.



          Upon the distribution of a Final Award, the Company may satisfy its tax withholding
obligations in any manner determined by the Committee, including by withholding a portion of the
Participant’s cash compensation or by withholding a number of the shares of Company common stock
having a Fair Market Value, as determined by the Committee, equal to the amount required to be
withheld. The Fair Market Value of any fractional share of Company common stock remaining after
the withholding requirements are satisfied will be paid to the Participant in cash. The Company
may also require the Participant to deliver a check in the amount of any tax withholding
obligation, or to otherwise indemnify the Company, as a condition to the issuance of any stock
hereunder.




     6. Conditions on Award.



          Notwithstanding anything herein to the contrary, the Committee may cancel an award of
Performance Stock Units, and may refuse to settle a Final Award, if:




          a. During the period from the date of the Participant’s termination of employment from the
Company to the date of settlement of a Final Award, the Committee determines that the Participant
has either (i) refused to be available, upon request, at reasonable times and upon a reasonable
basis, to consult with, supply information to and otherwise cooperate with the Company with respect
to any matter that was handled by the Participant or under the Participant’s supervision while the
Participant was in the employ of the Company or (ii) engaged in any activity that is directly or
indirectly in competition with any activity of the Company; or




          b. The Committee determines that the Participant, at any time (whether before or after the
Participant’s termination of employment with the Company, and whether before or after the grant of
the Performance Stock Units), acted in any manner that the Committee deems detrimental to the best
interests of the Company.





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     7. Effect of Change in Control.



               Notwithstanding anything to the contrary herein, upon the occurrence of a Change in Control,
the Performance Period shall be terminated, and the Participant will be entitled to a prorated
Final Award calculated in accordance with this Paragraph 7. The prorated Final Award shall be
determined by assuming target levels of performance or, if greater, projected performance assuming
continuation of the performance levels achieved during the portion of the Performance Period that
has been completed prior to the Change in Control; provided, however, that to the extent that
separate Performance Goals or other measures have been established with respect to each calendar
year within the Performance Period, (a) the portion of the Final Award that relates to any
completed calendar year shall be determined based upon the actual results for such calendar year,
and (b) the portion of the Final Award that relates to any calendar year that has not been
completed as of the date of the Change in Control will be determined by assuming target levels of
performance (or if greater, projected performance assuming continuation of performance achieved
during the portion of the calendar year in which the Change in Control occurs). The Final Award as
so determined will be prorated based upon the portion of the Performance Period that had been
completed as of the date of the Change in Control. Distribution shall be made as soon as
practicable (and not more than 90 days) following the occurrence of the Change in Control. If the
Participant is subject to another agreement governing the Participant’s employment, such other
agreement will govern the Participant’s rights with respect to the Performance Stock Units to the
extent that such agreement provides greater rights to the Participant upon a Change in Control of
the Company.




     8. Nontransferability.



          Except as provided in Paragraph 9 of this Agreement, the Participant has no right to sell,
assign, transfer, pledge, or otherwise alienate the Performance Stock Units, and any attempted
sale, assignment, transfer, pledge or other conveyance will be null and void.




     9. Beneficiary.



          The Participant may designate a beneficiary to receive any settlement of any Final Award that
may be made on or after the Participant’s death on the form or in the manner prescribed for such
purpose by the Committee. Absent such designation, the Participant’s beneficiary will be the
Participant’s estate. The Participant may from time to time revoke or change the beneficiary
designation without the consent of any prior beneficiary by filing a new designation with the
Company. 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. The last such designation received by the Company will be controlling;
provided, however, that no designation, or change or revocation thereof, will be effective unless
received by the Company prior to the Participant’s death, and in no event will any designation be
effective as of a date prior to such receipt. If the Committee is in doubt as to the identity of
the beneficiary, the Committee may deem the Participant’s estate as the beneficiary, or the Company
may apply to any court of appropriate jurisdiction and such application will be a complete
discharge of the liability of the Company therefor.




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     10. Securities Law Restrictions.



          a. The Participant acknowledges that any stock that may be transferred to the Participant in
settlement of a Final Award, is being acquired for investment purposes only and not with a view to
resale or other distribution thereof to the public in violation of the Securities Act of 1933, as
amended (the “Act”). The Participant agrees and acknowledges, with respect to any stock that has
not been registered under the Act, that (a) the Participant will not sell or otherwise dispose of
such stock except pursuant to an effective registration statement under the Act and any applicable
state securities laws, or in a transaction which in the opinion of counsel for the Company is
exempt from such registration, and (b) a legend may be placed on the certificates for the stock to
such effect. As further conditions to the issuance of the stock, the Participant agrees for
himself or herself, the Participant’s beneficiary, and the Participant’s heirs, legatees and legal
representatives, prior to such issuance, to execute and deliver to the Company such investment
representations and warranties, and to take such other actions, as the Committee determines may be
necessary or appropriate for compliance with the Act and any applicable securities laws.




          b. Notwithstanding anything herein to the contrary, the Committee, in its sole and absolute
discretion, may delay settlement of or transferring stock to a Participant or the
Participant’s beneficiary in settlement of a final Award or may impose restrictions or
conditions on the Participant’s (or any beneficiary’s) ability to directly or indirectly sell,
hypothecate, pledge, loan, or otherwise encumber, transfer or dispose of the stock, if the
Committee determines that such action is necessary or desirable for compliance with any applicable
state, federal or foreign law, the requirements of any stock exchange on which the stock is then
traded, or is requested by the Company or the underwriters managing any underwritten offering of
the Company’s securities pursuant to an effective registration statement filed under the Act.




     11. Voting Rights.



          The Participant shall have no voting rights with respect to the Performance Stock Units either
during the Performance Period or at any time prior to the actual distribution of a Final Award.




     12. Limited Interest.



          a. The grant of the Performance Stock Units shall not be construed as giving the Participant
any interest other than as provided in this Agreement. The Participant shall have no rights as a
shareholder as a result of the grant or vesting of the Performance Stock Units unless and until
shares of common stock of the Company are issued in settlement of a Final Award.




          b. The grant of the Performance Stock Units shall not confer on the Participant any right to
continue as an employee or continue in service of the Company, nor interfere in any way with the
right of the Company to terminate the Participant’s employment at any time.




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          c. The grant of the Performance Stock Units shall not affect in any way the right or power of
the Company to make or authorize any or all adjustments, recapitalizations, reorganizations, or
other changes in the Company’s capital structure or its business, or any merger, consolidation or
business combination of the Company, or any issuance or modification of any term, condition, or
covenant of any bond, debenture, debt, preferred stock or other instrument ahead of or affecting
the stock or the rights of the holders thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business or any other Company act or
proceeding, whether of a similar character or otherwise.




          d. The Participant acknowledges and agrees that the Plan is discretionary in nature and
limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole
discretion, at any time. The grant of the Performance Stock Units under the Plan is a one-time
benefit and does not create any contractual or other right to receive a grant of Performance Stock
Units or benefits in lieu of Performance Stock Units in the future. Future grants, if any, will be
at the sole discretion of the Committee, including, but not limited to, the timing of any grant,
the number of shares or units to be granted, and restrictions placed on such shares or units.




     13. Consent to Transfer of Personal Data.



          The Participant voluntarily acknowledges and consents to the collection, use, processing and
transfer of personal data as described in this paragraph. The Participant is not obliged to
consent to such collection, use, processing and transfer of personal data. However, failure to
provide the consent may affect the Participant’s ability to participate in the Plan. The Company
holds certain personal information about the Participant, including the Participant’s name,
home address and telephone number, date of birth, social security number or other employee
identification number, salary, nationality, job title, any shares of stock or directorships held in
the Company, details of all options or any other entitlement to shares of stock or units awarded,
canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of
managing and administering the Plan (“Data”). Visteon Corporation and/or its subsidiaries will
transfer Data amongst themselves as necessary for the purpose of implementation, administration and
management of the Participant’s participation in the Plan, and the Company may further transfer
Data to any third parties assisting the Company in the implementation, administration and
management of the Plan. These recipients may be located in the European Economic Area, or
elsewhere throughout the world, such as the United States. The Participant authorizes them to
receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes
of implementing, administering and managing the Participant’s participation in the Plan, including
any requisite transfer of such Data as may be required for the administration of the Plan and/or
the subsequent holding of shares of stock on the Participant’s behalf to a broker or other third
party with whom the Participant may elect to deposit any shares of stock acquired pursuant to the
Plan. The Participant may, at any time, review Data, require any necessary amendments to it or
withdraw the consents herein in writing by contacting the Company; however, withdrawing consent may
affect the Participant’s ability to participate in the Plan.




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     14. Incorporation by Reference.



          The terms of the Plan are expressly incorporated herein by reference. Capitalized terms that
are not defined in this Agreement will have the meaning ascribed to them under the Plan. In the
event of any conflict between this Agreement and the Plan, the Plan shall govern.




     15. Governing Law.



          This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware, without reference to any conflict of laws principles thereof.




     16. Severability.



          In the event any provision of the Agreement is held illegal or invalid for any reason, the
illegality or invalidity will not affect the remaining provisions of the Agreement, and the
Agreement shall be construed and enforced as if the illegal or invalid provision has not been
inserted.




     17. Amendment.



          This Agreement may not be amended, modified, terminated or otherwise altered except by the
written consent of Visteon Corporation and the Participant.




     18. Counterparts.



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




	 	 	 	 	 
	 	VISTEON CORPORATION

 	 
	 	By:  	 	 
	 
	 	 	Title: 	 
	 
	 	Date: 	 
	 




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