exv10w10w5






EXHIBIT 10.10.05




VISTEON CORPORATION 2010 INCENTIVE PLAN




TERMS AND CONDITIONS OF RESTRICTED STOCK 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, shares of common stock of the Company subject to restrictions (“Restricted Shares”) as
further described herein.



     1. Grant of Restricted Stock.



          The Company hereby grants to the Participant the number of Restricted Shares 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 Shares 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. Lapsing of Restrictions and Release of Shares.



          a. During the Participant’s continuous employment with the Company, the restrictions on the
Restricted Shares will lapse in accordance with the release schedule set forth in the Notification
Summary or Appendix.




          b. In the event that application of the release schedule results in the release of a
fractional share of restricted stock, only whole shares will be considered released.




          c. Upon a Change in Control of the Company, the Restricted Shares subject to restrictions will
be released to the Participant, 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 Shares 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 Shares with restrictions that have not lapsed on the termination
date.




          b. Notwithstanding the provisions of Paragraph 3a, if the Participant is placed on an approved
leave of absence, with or without pay, the Restricted Shares shall be held by the Company and will
be released 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 Shares shall be released to the Participant on a pro rata basis, based on the number of
months that have lapsed following the Grant Date as of the date of such termination. For purposes
of this Agreement, “retirement” means the Participant’s 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” 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 Share Account.



          a. The Company will hold the Restricted Shares in an account in the name of the Participant.
As soon as practicable following the lapse of restrictions on the Restricted Shares, or as
otherwise specified in the Notification Summary or Appendix, said shares shall be released to the
Participant, less applicable withholding and brokerage fees associated with the sale of any
Restricted Shares to pay applicable withholding. As soon as practicable following the date on
which there occurs any event that results in the Participant ceasing to accrue service toward
satisfaction of restrictions for the Restricted Shares, the Company shall release to the
Participant the number of Restricted Shares, if any, to which the Participant is entitled, less
applicable withholding and brokerage fees associated with the sale of Restricted Shares, and the
remaining Restricted Shares shall be forfeited.




          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 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.







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     5. Dividends.



          Any dividends paid on Restricted Shares prior to the date on which the Participant forfeits
such shares shall be distributed to the Participant, subject to applicable withholding, fees and
expenses.




     6. Withholding.



          a. Upon the release of previously granted Restricted Shares pursuant to Paragraph 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 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 share of 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.




          b. Dividends paid on Restricted Shares prior to the lapse of the restrictions are subject to
applicable tax withholding as described in subsection 6(a). Dividends paid on Restricted Shares
after restrictions have lapsed are not subject to tax withholding.




     7. Conditions on Award.



          Notwithstanding anything herein to the contrary, the Committee may cancel an award of
Restricted Shares, and may refuse to deliver shares of stock for which restrictions have lapsed,
if:




          a. During the period from the date of the Participant’s termination of employment from the
Company to the date any shares of stock for which restrictions have lapsed are delivered to the
Participant (or the Participant’s beneficiary), 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 Shares), 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 Shares prior to the date on






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which the Restricted Shares are transferred to the Participant free and clear of the
restrictions, 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 stock that may be released 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 the Restricted Shares granted under this Agreement, and
any stock that may be transferred to the Participant, are 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 transferring stock 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.







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     11. Voting Rights.



          The Restricted Shares may be voted by the Participant.




     12. Limited Interest.



          a. The grant of the Restricted Shares shall not be construed as giving the Participant any
interest other than as provided in this Agreement.




          b. The grant of the Restricted Shares 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 Shares 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 Restricted Stock under the Plan is a one-time benefit
and does not create any contractual or other right to receive a grant of Restricted Stock or
benefits in lieu of Restricted Stock 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 to be granted, and restrictions placed on such shares.




     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 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,






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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.




     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 the Company 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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