exv10w10w6






EXHIBIT 10.10.6




VISTEON CORPORATION 2010 INCENTIVE PLAN




TERMS AND CONDITIONS OF RESTRICTED 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, restricted stock units (“Restricted Stock Units”) as further described herein.



     1. Grant of Restricted Stock Units.



          The Company hereby grants to the Participant the number of Restricted 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. In the event of certain
corporate transactions, the number of Restricted Stock Units covered by this Agreement may be
adjusted by the Organization and Compensation Committee of the Board of Directors of the Company
(the “Committee”) as further described in Section 13 of the Plan.




     2. Vesting of Restricted Stock Units.



          a. During the Participant’s continuous employment with the Company, the Restricted Stock Units
will vest in accordance with the vesting schedule set forth in the Notification Summary or
Appendix.




          b. In the event that application of the vesting schedule results in the vesting of a
fractional Restricted Stock Unit, only whole Restricted Stock Units will be considered vested.




          c. Upon a Change in Control of the Company, the Restricted Stock Units that have not
previously been forfeited will vest, provided the Participant is employed by the Company, as of the
date immediately preceding the date on which the Change in Control occurs. 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 Restricted Stock Units to the extent that such
agreement provides greater rights to the Participant upon a Change in Control of the Company.




     3. Termination of Employment.



          a. Unless provided otherwise under the remaining provisions of this Paragraph 3, if the
Participant’s employment with the Company is terminated for any reason, Participant will forfeit
any and all rights to Restricted Stock Units that have not vested on the termination date, and such
Restricted Stock Units will be cancelled.




          b. Notwithstanding the provisions of Paragraph 3a, if the Participant is placed on an approved
leave of absence, with or without pay, the Restricted Stock Units will vest in accordance with the
provisions of Paragraph 2 as if the Participant was actively employed.







 









 








          c. Notwithstanding the provisions of Paragraph 3a, 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
Restricted 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.




     4. Restricted Stock Unit Account and Settlement of Vested Units.



          a. The Company will credit the Restricted Stock Units to an account in the name of the
Participant. The Participant’s vested Restricted Stock Units shall be settled upon the earliest to
occur of (i) the vesting date applicable to such Restricted Stock Unit as set forth in the
Notification Summary or Appendix (disregarding any acceleration of the vesting date under Paragraph
3 above), or (ii) in the case of accelerated vesting under Paragraph 3c due to the death of the
Participant, as soon as practicable (and in any event within 60 days) following the Participant’s
date of death, (iii) in any other case in which the Participant terminates employment and is
entitled to accelerated vesting under Paragraph 3c, six months and one day after the date of the
Participant’s “separation from service”, or (iv) the date of a Change in Control (the “Settlement
Date”).




          b. Settlement shall be made through the delivery of one share of Company common stock for each
vested Restricted Stock Unit, 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






2









 







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 vested Restricted Stock Units shall be settled by
a single lump sum payment equal to the number of vested Restricted Stock Units to be settled
multiplied by the Fair Market Value on the Settlement Date of a share of the common stock of the
Company, less applicable withholding taxes. All Restricted Stock Units that have become vested and
are settled shall be cancelled.




          c. 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 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.




     5. Dividend Equivalents.



          With respect to each Restricted Stock Unit that remains outstanding and that has not
previously been forfeited or settled, the Participant shall be entitled to receive payment of the
same amount of cash that such Participant would have received as cash dividends, as if, on each
record date during the period that the Restricted Stock Unit remains outstanding, such Participant
had been the holder of record of a number of shares of Company common stock equal to the number of
such Restricted Stock Units, subject to applicable tax withholding. Any such dividend equivalent
will be paid to the Participant no later than 2 and 1/2 months following the close of the year in
which the dividend on the underlying shares of Company common stock is declared and payable.




     6. Withholding.



          a. Upon the vesting or settlement of previously granted Restricted Stock Units pursuant to
Paragraphs 3 or 4 above, 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 Restricted Stock Units or shares of 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 Restricted Stock Unit 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.




          b. Dividend equivalents paid on Restricted Stock Units are subject to applicable tax
withholding as described in subsection 6(a).







3









 








     7. Conditions on Award.



          Notwithstanding anything herein to the contrary, the Committee may cancel an award of
Restricted Stock Units, and may refuse to settle vested Restricted Stock Units, if:




          a. During the period from the date of the Participant’s termination of employment from the
Company to the date of settlement, 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 Restricted Stock Units), acted in any manner that the Committee deems detrimental to the best
interests 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 Restricted 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 vested Restricted
Stock Units 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.




     10. Securities Law Restrictions.



          a. The Participant acknowledges that any stock that may be transferred to the Participant in
settlement of vested Restricted Stock Units, is being acquired for investment purposes only and not
with a view to resale or other distribution thereof to the public in violation






4









 







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 vested Restricted Stock Units 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 Restricted Stock Units.




     12. Limited Interest.



          a. The grant of the Restricted 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 Restricted Stock Units unless and until
shares of common stock of the Company are issued in settlement of vested Restricted Stock Units.




          b. The grant of the Restricted 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.




          c. The grant of the Restricted 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






5









 







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 Restricted Stock Units under the Plan is a one-time
benefit and does not create any contractual or other right to receive a grant of Restricted Stock
Units or benefits in lieu of Restricted 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.




     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.







6









 









     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: 	 
	 




7