Form of Non-Officer Executive Participation Agreement



 Exhibit 10.8 
 FORM OF PARTICIPATION AGREEMENT 
 pursuant to the 

DELPHI AUTOMOTIVE LLP 
 2010 MANAGEMENT VALUE CREATION PLAN 
 This Participation Agreement (this
“Agreement”), made as of this      day of         , 20     between Delphi Automotive LLP (the “Company”) and
                             (the “Participant”). Capitalized terms used and not
defined herein shall have the meaning given to such terms in the Plan. 
 WHEREAS, the Company has adopted and maintains the
Delphi Automotive LLP 2010 Management Value Creation Plan (the “Plan”) to assist the Company in attracting, retaining, motivating and rewarding Eligible Individuals, and promoting the creation of long-term value for the Members by
closely aligning the interests of Participants with those of such Members; and 
 WHEREAS, the Plan provides for the award to
Participants of Value Creation Awards. 
 NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereto hereby agree as follows: 
 1. Value Creation Awards. Pursuant to, and subject to, the
terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant a Value Creation Award with a Target Value equal to
                    . 
 2. Grant Date. The Value Creation Award is hereby granted on the date hereof. 
 (a) Vesting and Settlement. The Value Creation Award granted hereunder shall vest and settle in accordance with Section 3 of the Plan. All amounts payable upon settlement of the Value Creation
Award granted hereunder shall be subject to withholding in accordance with Section 3(d) of the Plan. Amounts distributed in connection with any Settlement Date on account of this Value Creation Award shall be made in cash. 

3. Incorporation of Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if
stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Committee, shall govern. The Participant hereby acknowledges receipt of a true copy
of the Plan and that the Participant has read the Plan carefully and fully understands its content. The Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement
and the Value Creation Award shall be final and conclusive. 
 4. Restrictive Covenants. The grant of the Value Creation
Award hereunder is conditioned upon the Participant’s execution and delivery of a Noninterference Agreement, in the form attached hereto as Exhibit A, simultaneously with the execution with and delivery of this Agreement to the
Company. 







 5. Delays or Omissions. No delay or omission to exercise any right, power or remedy
accruing to any party hereto upon any breach or default of any party under the Plan or this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective
only to the extent specifically set forth in such writing. 
 6. Confidentiality. As a condition of the grant of the
Value Creation Award hereunder, except as otherwise required by law, the Participant agrees to keep the Target Value of the Value Creation Award granted hereunder strictly confidential. Failure to maintain such confidence may result in immediate
forfeiture of the Value Creation Award and a termination of the Participant’s participation in the Plan. 
 7.
Integration. This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions,
agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement, including without limitation the Plan, supersedes all
prior agreements and understandings between the parties with respect to its subject matter, except to the extent of any conflict between the provisions hereof and an employment agreement effective on the date hereof. Except as may be specifically
provided for herein, this Agreement may not be amended or extended in any respect except by a writing signed by both parties hereto. 
 8. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which shall constitute one and the same instrument. 

9. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of
Delaware, without regard to the provisions governing conflict of laws. 







 IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly
authorized officer and said Participant has hereunto signed this Agreement on his or her own behalf, thereby representing that he or she has carefully read and understands this Agreement and the Plan as of the day and year first written above.

  

			
	DELPHI AUTOMOTIVE LLP
	
	  

	By:	 	David M. Sherbin
	Title:	 	 Vice President, General Counsel,

Secretary and Chief Compliance Officer

	
	PARTICIPANT
	
	  

	Name