exv10w45



 





EMPLOYMENT AGREEMENT




          AGREEMENT, dated [          ], 2007 by and between Delphi Corporation, a Delaware
corporation (the “Company”), and [     ] (the “Executive”).




          WHEREAS, the Company considers it essential to the best interests of its stockholders to
foster the continued employment of members of the Delphi Strategy Board;




          WHEREAS, the Executive is a member of the Delphi Strategy Board;




          WHEREAS, the Company wishes to secure the employment of the Executive pursuant to the terms
and conditions set forth in this Agreement and the Executive desires to be employed by the Company
pursuant to the terms and conditions of this Agreement;




          NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
herein contained, the Company and the Executive agree as follows:




          1. Employment. The Company hereby agrees to employ the Executive, and the Executive
hereby accepts such employment, on the terms and conditions hereinafter set forth.




          2. Term. The Executive’s employment with the Company pursuant to this Agreement will
commence upon the consummation of the Company’s Plan of Reorganization under Chapter 11 of the
United States Bankruptcy Code (the “Effective Date”) and will end on December 31, 2010, unless
earlier terminated as provided herein. Notwithstanding the foregoing, commencing on January 1,
2011 and each January 1 thereafter (each, an “Extension Effective Date”), the term of this
Agreement shall be extended, without further action by the Company or the Executive, for
successive periods of twelve months each, unless either party shall have given 60 days advance
written notice to the other party, in the manner set forth in Section 14 below, prior to the
Extension Effective Date in question, that the term of this Agreement that is in effect at the
time such written notice is given is not to be extended or further extended, as the case may be
(the period during which this Agreement is effective being referred to as the “Term”).




          3. Position and Duties. During the Term, the Executive shall serve in an executive
position reasonably consistent with his or her current position with the Company or in such other
position or positions with a level of duties and responsibilities consistent with the foregoing
with the Company and/or its subsidiaries and affiliates as the Board may specify from time to time.
During the Term, the Executive shall have the duties, responsibilities and obligations customarily
assigned to individuals serving in the position or positions in which the Executive serves
hereunder. The Executive agrees to devote all of his or her working time and efforts to the
performance of his or her duties for the Company.




          4. Place of Performance. In connection with the Executive’s employment by the
Company, the Executive shall be based at the Company location or facility at which he or she is
currently based, except for travel necessary in connection with the requirements of the
Executive’s position; provided, however, that in connection with the relocation of all or
substantially all the operations of the Executive’s principal business unit the Executive’s place
of performance may be changed to the new location or facility of such business unit; provided
further, however, that the Company may relocate the Executive’s principal place of
employment in connection with a transfer of the Executive to a new position that in the Company’s
reasonable, good faith belief, enhances the career opportunities of the Executive through
additional responsibilities and management experiences.




          5. Compensation and Related Matters.




               (a) Base Salary. As compensation for the performance by the
Executive of his or her obligations hereunder, during the Term, the Company shall pay the Executive a base
salary at an annual rate equal to the annual rate in effect on the date hereof. Base salary shall
be payable in accordance with the Company’s customary payroll practices for executives, as in
effect from time to time. The Board may conduct an annual review of the base salary and may
increase such base salary in its discretion. Once increased, base salary shall not thereafter be
decreased, except pursuant to across-the-board salary reductions similarly affecting other Company
executives. The term “Base Salary” shall refer to the annual base salary as in effect from time to
time.



 









 





               (b) Annual Incentive Compensation. During the Term, the Executive shall be eligible
to participate, at a level comparable to similarly situated executives of the Company, in such
discretionary annual (or such shorter period) incentive compensation plans as may be authorized
from time to time by the Board.



               (c) Long-Term Incentive Compensation. During the Term, the Executive shall be
eligible to participate, at a level comparable to similarly situated executives of the Company, in
such long-term compensation arrangements as may be authorized from time to time by the Board.



               (d) Expenses. The Company shall promptly reimburse the Executive for all reasonable
business expenses incurred during the Term by the Executive in performing his or her duties
hereunder provided that such expenses are incurred and accounted for in accordance with the
policies and procedures established by the Company.



               (e) Other Benefits. During the Term, the Executive shall be entitled to participate in
all of the employee benefit plans and arrangements made available by the Company to its similarly
situated executives, subject to and on a basis consistent with the terms, conditions and overall
administration of such plans and arrangements. Without limiting the generality of the foregoing and
notwithstanding anything in Section 9, below, to the contrary, during the Term and thereafter the
Executive shall be entitled to participate in (1) the Company’s frozen defined benefit Supplemental
Executive Retirement Program (the “DB SERP”) in accordance with its terms as in effect on the date
hereof, without regard to any amendment or termination of the DB SERP after the date hereof and (2)
the Company’s defined contribution Supplemental Executive Retirement Program in accordance with its
terms as in effect from time to time.



          6. Offices. The Executive agrees to serve without additional compensation, if elected
or appointed thereto, as a director of the Company or any parent or subsidiaries of the Company,
as a member of any committees of the board of directors of any such entity, and in one or more
executive positions of any of the Company’s subsidiaries, provided that the Executive is
indemnified for serving in any and all such capacities on a basis no less favorable than is
currently provided to any other director of the Company or any of its subsidiaries, or any such
executive position, as the case may be.




          7. Termination. The Executive’s employment hereunder may be terminated as follows:




               (a) Death. The Executive’s employment hereunder shall terminate upon his death.



               (b) Cause. The Company may terminate the Executive’s employment hereunder for Cause.
The occurrence of any of the following, as reasonably determined by the Company, shall be a reason
for Cause, provided that, if the Company determines that the circumstances constituting Cause are
curable, then such circumstances shall not constitute Cause unless and until the Executive has
been informed by the Company of the existence of Cause and given an opportunity of ten business
days to cure, and such Cause remains uncured at the end of such ten-day period:




                    (i) continued failure by the Executive to satisfactorily perform
his duties;




                    (ii) willful misconduct or gross negligence by the Executive in
the performance of his duties hereunder, including insubordination;




                    (iii) the Executive’s commission of any felony or the Executive’s commission of any
misdemeanor involving moral turpitude (including entry of a guilty or nolo
contendere plea);




                    (iv) the Executive’s commission of any act involving dishonesty that results in
financial, reputational or other harm, monetary or otherwise, to the Company or its
affiliates and subsidiaries, including but not limited to an act constituting
misappropriation or embezzlement of the property of the Company or its parent, affiliates
or subsidiaries, as determined in good faith by the Board; or




                    (v) any material breach by the Executive of this Agreement.



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               (c) Good Reason. The Executive may terminate his employment
hereunder for “Good Reason” upon the occurrence, without the written consent of the Executive, of an event constituting a material breach of this Agreement (including a failure of a successor to
assume this Agreement in accordance with Section 13 hereof) by the Company that has not been fully cured
within ten (10) business days after written notice thereof has been given by the Executive to the
Company setting forth in sufficient detail the conduct or activities the Executive believes constitute
grounds for Good Reason, including but not limited to:




	 	(1)	 	the assignment to the Executive of any
duties materially inconsistent with the Executive’s status as a
senior officer of the Company or a substantial adverse alteration in
the nature or status of the Executive’s responsibilities;
provided, however, that the Company’s ceasing to be
a publicly-held corporation shall not constitute Good Reason within
the meaning of this Section 7(c)(1);
	 
	 	(2)	 	a reduction by the Company in the
Executive’s Base Salary as in effect on the date hereof or as the
same may be increased from time to time except for across-the-board
salary reductions similarly affecting all executives of the Company;
	 
	 	(3)	 	a material reduction in the Executive’s
incentive compensation opportunity or benefits, except for, in each
case, across-the-board reductions similarly affecting all executives
of the Company
	 
	 	(4)	 	the relocation of the Executive’s principal
place of employment to a location more than 25 miles from the
Executive’s principal place of employment as of immediately prior to
such relocation or the Company’s requiring the Executive to be based
anywhere other than such principal place of employment (or permitted
relocation thereof) except for (i) required travel on the Company’s
business to an extent substantially consistent with the Executive’s
present business travel obligations, (ii) the relocation of the
Executive’s principal place of employment, in connection with the
relocation of all or substantially all of the operations of the
Executive’s principal business unit, to the new location of such
principal business unit or (iii) the relocation of the Executive’s
principal place of employment in connection with a transfer of the
Executive to a new position that in the Company’s reasonable, good
faith belief, enhances the career opportunities of the Executive
through additional responsibilities and management experiences
(provided that such transfer does not otherwise constitute Good
Reason (including under clause (1) above)); or
	 
	 	(5)	 	the failure by the Company to pay to the
Executive any portion of the Executive’s current compensation or to
pay to the Executive any portion of an installment of deferred
compensation under any deferred compensation program of the Company,
within seven (7) days of the date such compensation is due.





               (d) Without
Cause by the Company; Without Good Reason by the Executive. The Company may terminate the Executive’s employment hereunder at any time
without Cause in accordance with Section 8. The Executive may terminate the Executive’s employment
voluntarily for any reason or no reason at any time in accordance with Section 8.



          8. Termination Procedure.




               (a) Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive (other than termination pursuant to Section 7(a))
shall be communicated by a written notice (“Notice of Termination”) to the other party hereto in
accordance with Section 14.



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               (b) Date of Termination. The “Date of Termination” shall mean (i)
if the Executive’s employment is terminated by the Executive’s death, the date of his death, (ii) if the
Executive’s employment is terminated by the Company for Cause, the date specified in the Notice of
Termination and (iii) if the Executive’s employment is terminated under any circumstances other
than those described in clause (i) or (ii) immediately preceding, the date specified in the Notice
of Termination (which shall not be less than [sixty (60) days]1[thirty (30)
days]2, nor more than ninety (90) days, respectively, from the date such Notice of
Termination is given.



          9. Compensation upon Termination




               (a) Death. If the Executive’s employment is terminated by reason of the Executive’s
death, the Company shall have no further obligations to the Executive under this Agreement and the
Executive’s benefits shall be determined under the Company’s retirement, insurance and other
benefit and compensation plans or programs then in effect in accordance with the terms of such
plans and programs.



               (b) By Company without Cause or by the Executive for Good Reason. If during the
Employment Period the Executive’s employment is terminated by the Company other than for Cause or
by the Executive for Good Reason, the Company shall:




                    (i) continue to pay and otherwise provide to the Executive, during
any notice period (in accordance with Section 8), all compensation, base salary and
previously earned but unpaid incentive compensation (e.g., pro-rata) if any, and shall
continue to allow the Executive to participate in any benefit plans in accordance with the
terms of such plans;




                    (ii) pay to the Executive any accrued unused vacation pay;




                    
(iii) pay to the Executive, in lieu of benefits under any severance plan or policy of
the Company, an amount equal to the sum of the Executive’s Base Salary as in effect as of
the Date of Termination and the Executive’s annual target incentive compensation as in
effect for the year in which the Date of Termination occurs (annualized in the event the
incentive compensation plan in which the Executive then participates is based on a period
less than one year), divided by twelve (12). Such amount shall be paid monthly for an
eighteen (18) month period commencing on the first day of the month next following the
Date of Termination;



                    (iv) pay to the Executive a lump sum amount, in cash, equal to the excess, if any, of
the Executive’s total account balance in the DC Pension Plan (as defined below) over the
portion of the Executive’s account balance in the DC Pension Plan that is vested as of the
Date of Termination. For purposes of this section, “DC Pension Plan” shall mean any
tax-qualified, supplemental or excess defined contribution plan maintained by the Company
and any other defined contribution plan or agreement entered into between the Executive and
the Company which is designed to provide the Executive with supplemental retirement
benefits; and




                    (v) accelerate the vesting and cause the restrictions to lapse on
all unvested or restricted time-vested equity or equity-based awards held by the Executive as
of the Date of Termination and permit each time-vested stock option to acquire common
stock of the Company and each time-vested stock appreciation right held by the Executive
as of the Date of Termination to remain exercisable for a period of nine (9) months
following the Date of Termination (but in no event beyond the remainder of its term).



          All amounts payable under this Section 9(b) shall be paid (in the case of subsections (ii)
and (iv)) or commence to be paid (in the case of subsections (i) and (iii)), as applicable, as
soon as practicable following the Executive’s termination of employment; provided that if the
period during which the Executive is legally entitled to consider the terms of the release
required under Section 11 hereof expires in the calendar year following the calendar year in which
such termination of employment occurs






 




			
	1	 	3x employees
	 
	2	 	2x employees




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(whether or not the Executive waives some or all of such period), then the amounts payable under
this Section 9(b) shall be paid or commence to be paid on the later of January 2 of such later year
or the date on which such amounts would otherwise have been paid under this agreement without
regard to this sentence. Notwithstanding the foregoing, payment of all amounts payable under this
Section 9(b) shall be delayed, if necessary, until the Executive has incurred a separation from
service under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).




               (c) By Company for Cause or by the Executive other than for Good Reason. If the
Executive’s employment shall be terminated by the Company for Cause or by the Executive other than
for Good Reason, the Company shall pay the Executive his Base Salary (at the rate in effect at the
time Notice of Termination is given) through the Date of Termination, and the Company shall have
no additional obligations to the Executive under this Agreement except as set forth in Section
9(d).



               (d) Compensation Upon any Termination. Following any termination of the Executive’s
employment, the Company shall pay the Executive all amounts, if any, to which the Executive is
entitled as of the Date of Termination under any compensation plan or benefit plan or program of
the Company, at the time such payments are due in accordance with the terms of such plans or
programs.



               (e) Return of Company Property. The Executive agrees that following the termination
of the Executive’s employment for any reason, or at any time prior to the Executive’s termination
upon the request of the Company, he or she shall return all property of the Company, its parent,
subsidiaries, affiliates and any divisions thereof, which is then in or thereafter comes into his
possession, including, but not limited to, any Confidential Information (as defined below) or
Intellectual Property (as defined below), or any other documents, contracts, agreements, plans,
photographs, projections, books, notes, records, electronically stored data and all copies,
excerpts or summaries of the foregoing, as well as any automobile or other materials or equipment
supplied by the Company, its parent, subsidiaries, affiliates and any divisions thereof to the
Executive, if any.



               (f) Requirement for a Release. Notwithstanding the foregoing, the Company’s
obligations to pay or provide any benefits, other than as required by Section 9(d), shall (1)
cease as of the date the Executive breaches any of the provisions of Section 12, other than the
first monthly payment due under Section 9(b)(iii), which the Executive acknowledges is adequate
consideration for the general release provided pursuant to clause (2) of this sentence; and (2) be
conditioned on the Executive signing a general release of claims in favor of the Company and its
affiliates, which is satisfactory to the Company, and the expiration of any revocation period
provided for in such release.



          10. Disability. If the Executive becomes “disabled” (within the meaning of the
applicable disability plan, program or arrangement of the Company, as in effect from time to
time), the Executive shall be entitled to such benefits as may be provided under such plan, policy
or arrangement, but shall not be entitled to any payments under Section 9(b) hereof (unless the
Executive returns to active employment and becomes entitled to such payments as a result of a
subsequent termination of the Executive’s active employment).




          11. Mitigation. The Executive shall not be required to mitigate the amount of any
payment provided for the Executive hereunder by seeking other employment or otherwise, nor shall
the amount of any payment or benefit provided for the Executive hereunder be reduced by any
compensation earned by the Executive as the result of employment by another employer, by
retirement benefits, by offset against any amount claimed to be owed by the Executive to the
Company or otherwise, except for amounts actually owed by the Executive to the Company as of the
Date of Termination.




          12. Confidentiality; Intellectual Property; Non-Competition Requirement; etc. In
recognition of the compensation to be paid to the Executive pursuant to Sections 5 and 9 of this
Agreement, the Executive agrees to be bound by the provisions of this Section 12 (the “Restrictive
Covenants”). The Restrictive Covenants will apply without regard to whether any termination or
cessation of the Executive’s employment is initiated by the Company or the Executive, and without
regard to the reason for that termination or cessation.




               (a) Confidentiality.



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                    (i) The Executive acknowledges and agrees that: (A) the
Executive holds a position of trust and confidence with the Company and that his employment by the
Company will require that the Executive have access to and knowledge of valuable and sensitive
information, material, and devices relating to the Company and/or its business, activities,
products, services, customers and vendors, including, but not limited to, the following,
regardless of the form in which the same is accessed, maintained or stored: the identity of the
Company’s actual and prospective customers and their representatives; prior, current or future
research or development activities of the Company and/or its customers; the products and services
provided or offered by the Company to customers or potential customers and the manner in which
such services are performed or to be performed; the product and/or service needs of actual or
prospective customers; pricing and cost information; information concerning the development,
engineering, design, specifications, acquisition or disposition of products and/or services of the
Company; unique and/or proprietary computer equipment, programs, software and source codes,
licensing information, personnel information, vendor information, marketing plans and techniques,
forecasts, and other trade secrets (“Confidential Information”); (B) the direct and indirect
disclosure of any such Confidential Information would place the Company at a competitive
disadvantage and would do damage, monetary or otherwise, to the Company’s business; and (C) the
engaging by the Executive in any of the activities prohibited by this Section 12(a) may constitute
misappropriation and/or improper use of trade secrets in violation of the Michigan Uniform Trade
Secrets Act, as well as a violation of this Agreement.



                    (ii) During the Employment Period and at all times thereafter, the Executive shall not, directly or indirectly, whether individually, as a director, stockholder,
owner, partner, employee, consultant, principal or agent of any business, or in any other
capacity, publish or make known, disclose, furnish, reproduce, make available, or utilize any of
the Confidential Information without the prior express written approval of an officer of the
Company, other than in the proper performance of the duties contemplated herein, unless and until
such Confidential Information is or shall become general public knowledge through no fault of the
Executive.



                    (iii) In the event that the Executive is required by law to disclose any Confidential
Information, the Executive agrees to give the Company prompt advance written notice thereof and to
provide the Company with reasonable assistance in obtaining an order to protect the Confidential
Information from public disclosure.



                    (iv) The failure to mark any Confidential Information as confidential shall not affect its
status as Confidential Information under this Agreement.



               (b) Intellectual Property.



                    (i) The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the
Executive’s entire right, title and interest (within the United States and all foreign
jurisdictions), to any and all inventions, discoveries, improvements, developments, works of
authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees,
processes and contributions to Confidential Information created, conceived, developed or reduced
to practice by the Executive (alone or with others) during the Employment Period which (A) are
related to the Company’s current or anticipated business, activities, products, or services, (B)
result from any work performed by Executive for the Company, or (iii) are created, conceived,
developed or reduced to practice with the use of Company property, including any and all
Intellectual Property Rights (as defined below) therein (“Work Product”). Any Work Product which
falls within the definition of “work made for hire”, as such term is defined in the Copyright Act
(17 U.S.C. Section 101), shall be considered a “work made for hire”, the copyright in which vests
initially and exclusively in the Company. The Executive waives any rights to be attributed as the
author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive
agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement,
“Intellectual Property” shall mean any patent, copyright, trademark or service mark, trade secret,
or any other proprietary rights protection legally available.



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                    (ii) The Executive agrees to execute and deliver any instruments
or documents, and to do all other things reasonably requested by the Company in order to
more fully vest the Company with all ownership rights in the Work Product. If any Work
Product is deemed by the Company to be patentable or otherwise registrable, the Executive
shall assist the Company (at the Company’s expense) in obtaining letters of patent or other
applicable registration therein and shall execute all documents and do all things,
including testifying (at the Company’s expense) necessary or appropriate to apply for,
prosecute, obtain, or enforce any Intellectual Property Right relating to any Work Product.
Should the Company be unable to secure the Executive’s signature on any document deemed
necessary to accomplish the foregoing, whether due to the Executive’s disability or other
reason, the Executive hereby irrevocably designates and appoints the Company and each of
its duly authorized officers and agents as the Executive’s agent and attorney-in-fact to
act for and on the Executive’s behalf and stead to take any of the actions required of
Executive under the previous sentence, with the same effect as if executed and delivered by
the Executive, such appointment being coupled with an interest.



               (c) Non-Competition.



                    (i) The Executive acknowledges and agrees that: (A) the Business (as defined below) is intensely competitive and conducted by the Company
throughout the world; and (B) reasonable limits on the Executive’s ability to engage in activities which are competitive with the Company are warranted in order to, among other
things, reasonably protect trade secrets and proprietary information of the Company and to maintain and develop the Company’s reputation, customer relationships, goodwill and
overall status in the marketplace.



                    (ii) During the Employment Period and for a period of eighteen
(18) months following the termination of the Executive’s employment for any reason, and
provided that the Company is making the payments, if any, required under Section 9(b),
subject to Section 9(f), the Executive shall not engage in Competition (as defined below)
with the Company.



                    (iii) For purposes of this Agreement, “Competition” by the Executive shall mean the
Executive’s engaging in, or otherwise directly or indirectly being employed by or acting
as a consultant or lender to, or being a director, officer, employee, principal, agent,
stockholder, member, owner or partner of, or permitting the Executive’s name to be used in
connection with the activities of any other business or organization anywhere in the world
which competes, directly or indirectly, with the Company in the Business;
provided, however, it shall not be a violation of this Section 12(c) for
the Executive to become the registered or beneficial owner of up to three percent (3%) of
any class of the capital stock of a corporation in Competition with the Company that is
registered under the Securities Exchange Act of 1934, as amended, provided that the
Executive does not otherwise participate in the business of such corporation.


For purposes of this Agreement, “Business” means the creation, development, manufacture, sale,
promotion and distribution of vehicle electronics, transportation components, integrated systems
and modules and other electronic technology and any other business which the Company engages in,
or is preparing to become engaged in, at the time of the Executive’s termination.




               (d) Non-Solicitation; Non-Interference. During the Employment Period
and for a period of eighteen (18) months following the termination of the Executive’s
employment for any reason the Executive agrees that he or she will not, directly or indirectly, for the
Executive’s benefit or for the benefit of any other person, firm or entity, do any of the following:




                    (i) solicit from any customer doing business with the Company as
of the Executive’s termination or within six (6) months prior to the Date of Termination,
business of the same or of a similar nature to the Business;




                    (ii) solicit from any known potential customer of the Company
business of the same or of a similar nature to that which has been the subject of a known
written or oral bid, offer or proposal by the Company, or of substantial preparation with
a view to making such a bid, proposal or offer, within six (6) months prior to the Date of
Termination;



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                    (iii) solicit the employment or services of, or hire or engage, any person who was
employed or engaged by the Company as of the Date of Termination, or within 6 months
thereof; or




                    (iv) otherwise interfere with the business or accounts of the Company, including, but
not limited to, with respect to any relationship or agreement between the Company and any
vendor or supplier.



               (e) Injunctive Relief; Indemnity of Company. The Executive agrees that any breach or
threatened breach of subsections (a), (b), (c) or (d) of this Section 12 would result in
irreparable injury and damage to the Company for which an award of money to the Company would not
be an adequate remedy. The Executive therefore also agrees that in the event of said breach or any
reasonable threat of breach, the Company shall be entitled to seek an immediate injunction and
restraining order to prevent such breach and/or threatened breach and/or continued breach by the
Executive and/or any and all persons and/or entities acting for and/or with the Executive. The
terms of this paragraph shall not prevent the Company from pursuing any other available remedies
for any breach or threatened breach hereof, including, but not limited to, remedies available
under this Agreement and the recovery of damages. The Executive and the Company further agree that
the provisions of this Section 12 are reasonable. The Executive agrees to indemnify and hold
harmless the Company from and against all reasonable expenses (including reasonable fees and
disbursements of counsel) which may be incurred by the Company in connection with, or arising out
of, any violation of this Agreement by the Executive.



               (f) Definition of Company: For purposes of this Section 12, the “Company,” as used
above, shall be construed to include the Company and its parent, subsidiaries and affiliates,
including, without limitation, any divisions managed or supervised by the Executive.



               (g) Survival: The provisions of this Section 12 survive the termination of
Executive’s employment with the Company, regardless of the reason for such termination, for the
duration expressly stated in any such provision or, if no duration is stated, then indefinitely.



          13. Assignment; Successors. This Agreement and all rights hereunder are personal to
the Executive and may not, unless otherwise specifically permitted herein, be assigned by the
Executive. If the Executive should die while any amounts would still be payable to the Executive
hereunder if the Executive had continued to live, all such amounts unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee,
legatee, or other designee or, if there be no such designee, to the Executive’s estate. The
Company will require any and all successors (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession had taken place. As
used in this Agreement, “Company” shall mean the Company as herein before defined and any
successor to its business and/or assets as aforesaid which executes and delivers the agreement
provided for in this Section 13 or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law.




          14. Notice. For the purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be deemed to have been
duly given when delivered or (unless otherwise specified) mailed by United States certified or
registered mail, return receipt requested, postage prepaid, addressed as follows:




          If to the Executive, at the Executive’s most recent address shown in the records of the
Company; and



If to the Company:



Delphi Corporation 

5725 Delphi Drive 

Troy Michigan 48098 

Attention: General Counsel





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          or to such other address as either party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective only upon
receipt.




          15. Miscellaneous. No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing signed by the
Executive and such officer of the Company as may be specifically designated by its Board. No waiver
by either party hereto at any time of any breach by the other party hereto of, or compliance with,
any condition or provision of this Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth expressly in this
Agreement. This Agreement is not intended and shall not be construed to confer any rights or
remedies upon any other person or entity, other than the parties hereto.




          16. No Duplication of Benefits. Nothing in this Agreement shall be construed in a
manner that would result in a duplication of benefits to the Executive.




          17. Taxes.




               (a) Any amounts payable pursuant to this Agreement shall be subject to applicable
withholdings.



               (b) Notwithstanding anything in this Agreement to the contrary, to the extent required by
Section 409A, payment of the amounts payable under this Agreement shall commence no earlier than
the earlier of (i) the first day of the first month commencing at least six (6) months following
the Executive’s separation from service with the Corporation (within the meaning of Code Section
409A) or (ii) the Executive’s date of death. During the six month waiting period, such amounts
payable will accumulate without interest and be paid as soon as possible.



          18. Validity; Severability. In the event that any one or more of the provisions of
this Agreement shall be held to be invalid, illegal or unenforceable for any reason, the validity,
legality and enforceability of the remainder of the Agreement shall not in any way be affected or
impaired thereby. Moreover, without limiting the generality of the foregoing, if any one or more
of the provisions contained in this agreement shall be held to be unreasonable or unenforceable in
any respect, including excessively broad as to duration, scope, activity or subject, such
provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum
extent allowed by applicable law.




          19. Governing Law; Consent to Jurisdiction. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of the State of
Michigan, without regard to its conflicts of law principles. The parties hereby irrevocably
consent and submit to the jurisdiction of the federal and state courts located within the state of
Michigan in any suit, action or proceeding seeking to enforce any provision of, or based on any
matter arising out of or in connection with, this Agreement.




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




          21. Entire Agreement. This Agreement sets forth the entire agreement of the parties
hereto in respect of the subject matter contained herein and supersedes all prior agreements,
promises, understandings, covenants, arrangements, communications, representations or warranties,
whether oral or written, by any officer, employee or representative of any party hereto; and any
prior agreement of the parties hereto in respect of the subject matter contained herein is hereby
terminated and cancelled [including but not limited to the Employment Agreement entered into
between the Company and the Executive dated as of [    ]]; provided, however, that
this Agreement shall not supersede the Change in Control Agreement entered into with the Company
on [    ], 2007; and provided further that if the Executive becomes entitled to payments and
benefits under the Change in Control Agreement as a result of his termination of employment, he
shall not be entitled to receive any payments or benefits under Section 9(b) of this Agreement.
Except as noted above, the compensation and benefits payable to the Executive under Section 9 of
this Agreement shall be in lieu of any other severance benefits to which the Executive may






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otherwise be entitled upon the Executive’s termination of employment under any severance plan,
program, policy or arrangement of the Company or any of its subsidiaries or affiliates.




          IN WITNESS WHEREOF, the parties have executed this Agreement on the date below.




	 	 	 	 	 
	 	Delphi Corporation

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Date:  	
 	 
	 	
 	 
	 	 	 
	 	 	 
	 




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