exv10w48



 







    Exhibit 10.48



 




    CHANGE
    IN CONTROL AGREEMENT



 



    THIS AGREEMENT,
    dated          ,
    2008, is made by and between Delphi Corporation, a Delaware
    corporation (the “Company”), and Rodney O’Neal
    (the “Executive”).



 



    WHEREAS, the Company considers it to be in the best interests of
    its stockholders to continue the employment of the
    Executive; and



 



    WHEREAS, the Board recognizes that the possibility of a Change
    in Control exists and that such possibility, and the uncertainty
    and questions which it may raise among the Company’s senior
    executives, may result in the departure or distraction of
    management personnel to the detriment of the Company and its
    stockholders; and



 



    WHEREAS, the Board has determined that appropriate steps should
    be taken to reinforce and encourage the continued attention and
    dedication of the Company’s senior executives, including
    the Executive, to their assigned duties without distraction in
    the face of potentially disturbing circumstances arising from
    the possibility of a Change in Control;



 



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



 



    1. Defined Terms. The definitions of
    capitalized terms used in this Agreement are provided in the
    last Section hereof to the extent not otherwise defined herein.



 



    2. Term of Agreement. The Term of this
    Agreement shall commence on the consummation of the
    Company’s Plan of Reorganization under Chapter 11 of
    the United States Bankruptcy Code and shall continue in effect
    through December 31, 2009; provided, however, that
    commencing on January 1, 2009 and each January 1
    thereafter, the Term shall automatically be extended for one
    additional year unless, not later than September 30 of the
    preceding year, the Company or the Executive shall have given
    notice not to extend the Term; and further provided, however,
    that if a Change in Control shall have occurred during the Term,
    the Term shall expire no earlier than twenty-four
    (24) months beyond the month in which such Change in
    Control occurred.



 



    3. Compensation Other Than Severance Payments



 



    3.1 Following a Change in Control and during the Term,
    during any period that the Executive fails to perform the
    Executive’s full-time duties with the Company as a result
    of incapacity due to physical or mental illness, the Company
    shall pay the Executive’s full salary to the Executive at
    the rate in effect at the commencement of any such period,
    together with all compensation and benefits payable to the
    Executive under the terms of any compensation or benefit plan,
    program or arrangement maintained by the Company during such
    period (other than any disability plan), until the
    Executive’s employment is terminated by the Company for
    Disability.



 



    3.2 If the Executive’s employment shall be terminated
    for any reason following a Change in Control and during the
    Term, the Company shall pay the Executive’s full salary to
    the Executive through the Date of Termination at the rate in
    effect immediately prior to the Date of Termination or, if
    higher, the rate in effect immediately prior to the first
    occurrence of an event or circumstance constituting Good Reason,
    together with all compensation and benefits payable to the
    Executive through the Date of Termination under the terms of the
    Company’s compensation and benefit plans, programs or
    arrangements as in effect immediately prior to the Date of
    Termination or, if more favorable to the Executive, as in effect
    immediately prior to the first occurrence of an event or
    circumstance constituting Good Reason.



 



    3.3 If the Executive’s employment shall be terminated
    for any reason following a Change in Control and during the
    Term, the Company shall pay to the Executive the
    Executive’s normal post-termination compensation and
    benefits as such payments become due. Such post-termination
    compensation and benefits shall be determined under, and paid in
    accordance with, the Company’s retirement, insurance and
    other compensation or benefit plans, programs and arrangements
    as in effect immediately prior to the Date of Termination or, if
    more favorable to the Executive, as in effect immediately prior
    to the occurrence of the first event or circumstance
    constituting Good













 






    Reason. Without limiting the generality of the foregoing and
    notwithstanding anything in Section 4, below, to the
    contrary, during the Term and upon the Executive’s
    termination of employment for any reason following a Change in
    Control and during the Term, the Executive shall be entitled to
    participate in 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.



 



    4. Severance Payments Upon Termination of Employment
    Following a Change in Control.



 



    4.1 Subject to Section 4.2 hereof, if the
    Executive’s employment is terminated during the Term
    following a Change in Control, other than (a) by the
    Company for Cause, (b) by reason of death or Disability, or
    (c) by the Executive without Good Reason, then, the Company
    shall pay the Executive the amounts, and provide the Executive
    the benefits, described in this Section 4.1
    (“Severance Payments”) and Section 4.2, in
    addition to any payments and benefits to which the Executive is
    entitled under Section 3 hereof. For all purposes of this
    Agreement, the Executive’s employment shall be deemed to
    have been terminated following a Change in Control by the
    Company without Cause or by the Executive with Good Reason, if
    (i) the Executive’s employment is terminated by the
    Company without Cause prior to a Change in Control and such
    termination was at the request or direction of a Person who has
    entered into an agreement with the Company the consummation of
    which would constitute a Change in Control, (ii) the
    Executive terminates his employment for Good Reason prior to a
    Change in Control and the circumstance or event which
    constitutes Good Reason occurs at the request or direction of
    such Person, or (iii) the Executive’s employment is
    terminated by the Company without Cause or by the Executive for
    Good Reason and such termination or the circumstance or event
    which constitutes Good Reason is otherwise in connection with or
    in anticipation of a Change in Control (provided, however, that
    such Change in Control referred to in clause (i),
    (ii) or (iii), as applicable, actually occurs).
    Notwithstanding the foregoing, payment of all amounts payable
    under this Section 4.1 shall be delayed, if necessary,
    until the Executive has incurred a separation from service under
    Code Section 409A.



 



    (A) In lieu of any further salary payments to the Executive
    for periods subsequent to the Date of Termination and in lieu of
    any severance benefit otherwise payable to the Executive, the
    Company shall pay to the Executive a lump sum severance payment,
    in cash, equal to three (3) times the sum of (i) the
    Executive’s base salary as in effect immediately prior to
    the Date of Termination or, if higher, in effect immediately
    prior to the first occurrence of an event or circumstance
    constituting Good Reason or at any time during the one
    (1) year period ending as of the Date of Termination, and
    (ii) the Executive’s target annual incentive
    compensation under any incentive plan maintained by the Company
    in respect of the fiscal year in which occurs the Date of
    Termination or, if higher, the fiscal year in which occurs the
    first event or circumstance constituting Good Reason (in each
    case determined without regard to any reduction in base salary
    which occurred during the one (1) year period ending as of
    the Date of Termination). Notwithstanding anything to the
    contrary, if the Change in Control event does not constitute a
    change in ownership or effective control of the Company or a
    change in ownership of a substantial portion of the assets of
    the Company under Code Section 409A, then an amount equal
    to the amount that would have been paid under the
    Executive’s Employment Agreement upon a termination other
    than for cause (as defined in the Employment Agreement) or by
    the Executive for good reason (as defined in the Employment
    Agreement) had a Change in Control not occurred, shall be paid
    in installments for an eighteen (18) month period
    commencing on the first day of the month next following the Date
    of Termination and the remaining amounts payable under this
    clause (A) shall be paid in lump sum.



 



    (B) For the thirty-six (36) month period immediately
    following the Date of Termination, the Company shall arrange to
    provide the Executive and his dependents life, accident and
    health insurance benefits substantially similar to those
    provided to the Executive and his dependents immediately prior
    to the Date of Termination or, if more favorable to the
    Executive, those provided to the Executive and his dependents
    immediately prior to the first occurrence of an event or
    circumstance constituting Good Reason, at no greater after-tax
    cost to the Executive than the after-tax cost to the Executive
    immediately prior to such date or occurrence. Benefits otherwise
    receivable by the Executive pursuant to this Section 4.1(B)
    shall be reduced to the extent benefits of the same type are
    received by or made available to the Executive during the
    thirty-six (36) month period following the Executive’s
    termination of employment (and any such benefits received by or
    made available to the Executive shall be reported to the Company
    by the Executive); provided, however, that the Company
    shall reimburse the Executive for the excess, if any, of the
    after-tax cost of such benefits to the Executive over such cost
    immediately prior to the Date of




    

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    Termination or, if more favorable to the Executive, the first
    occurrence of an event or circumstance constituting Good Reason.
    If the Severance Payments shall be decreased pursuant to
    Section 4.2 hereof, and the Section 4.1(B) benefits
    which remain payable after the application of Section 4.2
    hereof are thereafter reduced pursuant to the immediately
    preceding sentence, the Company shall, no later than five
    (5) business days following such reduction, pay to the
    Executive the least of (i) the amount of the decrease made
    in the Severance Payments pursuant to Section 4.2 hereof,
    (ii) the amount of the subsequent reduction in these
    Section 4.1(B) benefits, or (iii) the maximum amount
    which can be paid to the Executive without being, or causing any
    other payment to be, nondeductible by reason of
    section 280G of the Code.



 



    (C) Notwithstanding any provision of any annual or long
    term cash incentive plan to the contrary, the Company shall pay
    to the Executive a lump sum amount, in cash, equal to the sum of
    (i) any unpaid incentive compensation which has been
    allocated or awarded to the Executive for a completed fiscal
    year or other measuring period preceding the Date of Termination
    under any such plan and which, as of the Date of Termination, is
    contingent only upon the continued employment of the Executive
    to a subsequent date and (ii) a pro rata portion to the
    Date of Termination of the aggregate value of all contingent,
    cash incentive compensation awards to the Executive for all then
    uncompleted periods under any such plan, calculated as to each
    such award by multiplying the award that the Executive would
    have earned on the last day of the performance award period,
    assuming the achievement, at the target level, of the individual
    and corporate performance goals established with respect to such
    award, by the fraction obtained by dividing the number of full
    months and any fractional portion of a month during such
    performance award period through the Date of Termination by the
    total number of months contained in such performance award
    period.



 



    (D) In addition to the benefits to which the Executive is
    entitled under each DC Pension Plan, the Company shall pay the
    Executive a lump sum amount, in cash, equal to the amount that
    would have been contributed thereto or allocated thereunder by
    the Company on the Executive’s behalf in respect of the
    three (3) years immediately following the Date of
    Termination, determined (i) as if the Executive made the
    maximum permissible contributions thereto during such period,
    (ii) as if the Executive earned compensation during such
    period at a rate equal to the Executive’s compensation (as
    defined in the DC Pension Plan) during the twelve
    (12) months immediately preceding the Date of Termination
    or, if higher, during the twelve (12) months immediately
    prior to the first occurrence of an event or circumstance
    constituting Good Reason determined, in each case, without
    regard to any reduction in base salary during such twelve
    (12) month period, and (iii) without regard to any
    amendment to the DC Pension Plan made subsequent to a Change in
    Control, which amendment adversely affects in any manner the
    computation of benefits thereunder.



 



    (E) The Company shall provide the Executive with reasonable
    outplacement services suitable to the Executive’s position
    for a period of one year or, if earlier, until the first
    acceptance by the Executive of an offer of employment.



 



    4.2 (A) Whether or not the Executive becomes entitled
    to the Severance Payments, if any payment or benefit received or
    to be received by the Executive (including any payment or
    benefit received or to be received in connection with a Change
    in Control or the termination of the Executive’s
    employment, whether pursuant to the terms of this Agreement or
    any other plan, arrangement or agreement) (all such payments and
    benefits, excluding the
    Gross-Up
    Payment, being hereinafter referred to as the “Total
    Payments”) will be subject (in whole or part) to the Excise
    Tax, then, subject to the provisions of subsection (B) of
    this Section 4.2, the Company shall pay to the Executive an
    additional amount (the
    “Gross-Up
    Payment”) such that the net amount retained by the
    Executive, after deduction of any Excise Tax on the Total
    Payments and any federal, state and local income and employment
    taxes and Excise Tax upon the
    Gross-Up
    Payment, and after taking into account the phase out of itemized
    deductions and personal exemptions attributable to the
    Gross-Up
    Payment, shall be equal to the Total Payments. For purposes of
    determining the amount of the
    Gross-Up
    Payment, the Executive shall be deemed to pay federal income
    taxes at the highest marginal rate of federal income taxation in
    the calendar year in which the
    Gross-Up
    Payment is to be made and state and local income taxes at the
    highest marginal rate of taxation in the state and locality of
    the Executive’s residence on the Date of Termination (or if
    there is no Date of Termination, then the date on which the
    Gross-up
    Payment is calculated for purposes of this Section 4.2),
    net of the maximum reduction in federal income tax which could
    be obtained from deduction of such state and local taxes.




    

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    (B) In the event that, after giving effect to any
    redeterminations described in subsection (D) of this
    Section 4.2, the aggregate Total Payments do not equal or
    exceed 110% of the Safe Harbor Amount (as defined below), then
    subsection (A) of this Section 4.2 shall not apply and
    the cash Severance Payments shall first be reduced (if
    necessary, to zero), and the noncash Severance Benefits shall
    thereafter be reduced (if necessary, to zero) to the extent
    necessary so that no portion of the Total Payments is subject to
    the Excise Tax; provided, however, that the Executive may
    elect to have the noncash Severance Payments reduced (or
    eliminated) prior to any reduction of the cash Severance
    Payments. “Safe Harbor Amount” means the greatest
    pre-tax amount of Total Payments that could be paid to the
    Executive without causing the Executive to become liable for any
    Excise Tax in connection therewith.



 



    (C) For purposes of determining whether any of the Total
    Payments will be subject to the Excise Tax and the amount of
    such Excise Tax, (i) all of the Total Payments shall be
    treated as “parachute payments” within the meaning of
    section 280G(b)(2) of the Code, unless in the opinion of
    tax counsel (“Tax Counsel”) reasonably acceptable to
    the Executive and selected by the accounting firm which was,
    immediately prior to the Change in Control, the Company’s
    independent auditor (the “Auditor”), such other
    payments or benefits (in whole or in part) do not constitute
    parachute payments, including by reason of
    section 280G(b)(4)(A) of the Code, (ii) all
    “excess parachute payments” within the meaning of
    section 280G(b)(l) of the Code shall be treated as subject
    to the Excise Tax unless, in the opinion of Tax Counsel, such
    excess parachute payments (in whole or in part) represent
    reasonable compensation for services actually rendered, within
    the meaning of section 280G(b)(4)(B) of the Code, in excess
    of the Base Amount allocable to such reasonable compensation, or
    are otherwise not subject to the Excise Tax, and (iii) the
    value of any noncash benefits or any deferred payment or benefit
    shall be determined by the Auditor in accordance with the
    principles of sections 280G(d)(3) and (4) of the Code.
    Prior to the payment date set forth in Section 4.3 hereof,
    the Company shall provide the Executive with its calculation of
    the amounts referred to in this Section 4.2(C) and such
    supporting materials as are reasonably necessary for the
    Executive to evaluate the Company’s calculations. If the
    Executive disputes the Company’s calculations (in whole or
    in part), the reasonable opinion of Tax Counsel with respect to
    the matter in dispute shall prevail.



 



    (D) In the event that (i) amounts are paid to the
    Executive pursuant to subsection (A) of this
    Section 4.2, (ii) the Excise Tax is finally determined
    to be less than the amount taken into account hereunder in
    calculating the
    Gross-Up
    Payment, and (iii) after giving effect to such
    redetermination, the Severance Payments are to be reduced
    pursuant to subsection (B) of this Section 4.2, the
    Executive shall repay to the Company, within five
    (5) business days following the time that the amount of
    such reduction in Excise Tax is finally determined, the portion
    of the
    Gross-Up
    Payment attributable to such reduction (plus that portion of the
    Gross-Up
    Payment attributable to the Excise Tax and federal, state and
    local income and employment taxes imposed on the
    Gross-Up
    Payment being repaid by the Executive), to the extent that such
    repayment results in (i) no portion of the Total Payments
    being subject to the Excise Tax and (ii) a
    dollar-for-dollar reduction in the Executive’s taxable
    income and wages for purposes of federal, state and local income
    and employment taxes) plus interest on the amount of such
    repayment at 120% of the rate provided in
    section 1274(b)(2)(B) of the Code. In the event that
    (x) the Excise Tax is determined to exceed the amount taken
    into account hereunder at the time of the termination of the
    Executive’s employment (including by reason of any payment
    the existence or amount of which cannot be determined at the
    time of the
    Gross-Up
    Payment) and (y) after giving effect to such
    redetermination, the Severance Payments should not have been
    reduced pursuant to subsection (B) of this
    Section 4.2, the Company shall make an additional
    Gross-Up
    Payment in respect of such excess and in respect of any portion
    of the Excise Tax with respect to which the Company had not
    previously made a
    Gross-Up
    Payment (plus any interest, penalties or additions payable by
    the Executive with respect to such excess and such portion)
    within five (5) business days following the time that the
    amount of such excess is finally determined.



 



    4.3 The payments provided in subsections (A), (C) and
    (D) of Section 4.1 hereof and in Section 4.2
    hereof shall be made not later than the fifth business day
    following the Date of Termination (or if there is no Date of
    Termination, then the date on which the
    Gross-Up
    Payment is calculated for purposes of Section 4.2 hereof);
    provided, however, that in no event shall payments be
    made later than the end of the Executive’s taxable year
    following the taxable year in which the Executive remits the
    related Excise Tax; provided, further, that if the
    amounts of such payments, and the limitation on such payments
    set forth in Section 4.2 hereof, cannot be finally
    determined on or before such day, the Company shall pay to the
    Executive on such day an estimate, as determined in




    

    4








 






    good faith by the Executive (or, in the case of payments under
    Section 4.2 hereof, in accordance with Section 4.2
    hereof, of the minimum amount of such payments to which the
    Executive is clearly entitled and shall pay the remainder of
    such payments (together with interest on the unpaid remainder
    (or on all such payments to the extent the Company fails to make
    such payments when due) at 120% of the rate provided in
    section 1274(b)(2)(B) of the Code) as soon as the amount
    thereof can be determined but in no event later than the
    thirtieth (30th) day after the Date of Termination. At the time
    that payments are made under this Agreement, the Company shall
    provide the Executive with a written statement setting forth the
    manner in which such payments were calculated and the basis for
    such calculations including, without limitation, any opinions or
    other advice the Company has received from Tax Counsel, the
    Auditor or other advisors or consultants (and any such opinions
    or advice which are in writing shall be attached to the
    statement).



 



    4.4 The Company also shall pay to the Executive all legal
    fees and expenses incurred by the Executive in disputing in good
    faith any issue hereunder relating to the termination of the
    Executive’s employment, in seeking in good faith to obtain
    or enforce any benefit or right provided by this Agreement, or
    in connection with any tax audit or proceeding to the extent
    attributable to the application of section 4999 of the Code
    to any payment or benefit provided hereunder. Such payments
    shall be made within five (5) business days after delivery
    of the Executive’s written requests for payment accompanied
    with such evidence of fees and expenses incurred as the Company
    reasonably may require; provided, however, that in no
    event shall payments be made later than the last day of the
    Executive’s taxable year following the taxable year in
    which the fee or expense was incurred. Notwithstanding the
    foregoing, in the event that the Executive does not prevail on
    at least one material issue in the relevant dispute or other
    proceeding, the Executive shall repay any amount previously paid
    by the Company pursuant to this Section 4.4 in respect of
    such dispute or other proceeding within ten (10) days of
    the final resolution thereof.



 



    4.5 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 Company
    (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 with interest (at
    120% of the rate provided in Code Section 1274(b)(2)(B)) and be
    paid as soon as possible.



 



    4.6 Notwithstanding the foregoing, the Company’s
    obligations to pay or provide any benefits, other than as
    required by Section 3.2 and Section 3.3, shall
    (1) cease as of the date the Executive breaches any of the
    provisions of Section 5 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. In addition, in the event the Executive
    breaches any of the provisions of Section 5 herein,
    Executive shall repay the Company an amount equal to the
    payments made under Section 4.1(A) herein (reduced by an
    amount equal to the total such payments divided by thirty-six
    (36), which the Executive acknowledges is adequate consideration
    for the general release provided pursuant to clause (2) of
    the immediately preceding sentence) multiplied by a fraction,
    the numerator being the number of days remaining in the
    Restriction Period from the date of breach and the denominator
    being the number of days in the Restriction Period. Such
    repayment shall be made within ten (10) days of notice from
    the Company.



 



    4A. Vesting of Equity and Equity-Based
    Awards.  If the Executive is employed by the
    Company through the date of a Change in Control:



 



    (A) The Company shall 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 such
    Change in Control 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 such Change in
    Control to remain exercisable for a period of one (1) year
    following such Change in Control (but in no event beyond the
    remainder of its term).



 



    (B) If such Change in Control constitutes a Sale of the
    Company in which the Company’s investors as of the
    Effective Date realize a net internal rate of return
    (“IRR”) on their equity investment in the Company
    (using a cost basis equal to Plan Equity Value per share (as
    defined in the Company’s Plan of Reorganization under
    Chapter 11 of the United States Bankruptcy Code)) of at
    least 10%, assuming full vesting of all outstanding Company
    stock and stock options, the Company shall accelerate the
    vesting and cause the restrictions to lapse on all




    

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    then-outstanding unvested or restricted performance-vested
    equity or equity-based awards held by the Executive as of such
    Sale of the Company and permit each performance-vested stock
    option to acquire common stock of the Company and each
    performance-vested stock appreciation right held by the
    Executive as of such Sale of the Company to remain exercisable
    for a period of one (1) year following such Sale of the
    Company (but in no event beyond the remainder of its term). The
    Board or its compensation committee shall, in its discretion,
    adjust such IRR threshold at least every three years following
    the Effective Date, (i) with respect to awards granted
    after the date of such adjustment, or (ii) to appropriately
    reflect the effects of any mergers, acquisitions,
    recapitalizations or other corporate transactions involving the
    Company.



 



    5. Restrictive Covenants.  In recognition
    of the compensation to be paid to the Executive pursuant to
    Sections 3, 4 and 4A of this Agreement, and Section 5
    of the Employment Agreement, the Executive agrees to be bound by
    the provisions of this Section 5 (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.



 



    5.1 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 or her 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.



 



    5.2 Confidentiality.



 



    (A) The Executive acknowledges and agrees that:
    (A) the Executive holds a position of trust and confidence
    with the Company and that his or her 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 5.2(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.



 



    (B) During the Term 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.



 



    (C) 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.




    

    6








 






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



 



    5.3 Intellectual Property.



 



    (A) 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 Term 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.



 



    (B) 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.



 



    5.4 Non-Competition.



 



    (A) The Executive acknowledges and agrees that:
    (1) the Business (as defined below) is intensely
    competitive and conducted by the Company throughout the world;
    and (2) 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.



 



    (B) During the period of the Executive’s employment
    with the Company and for a period of eighteen (18) months
    (the “Restriction Period”) 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 4.1(A), subject to Section 4.6, the Executive
    shall not engage in Competition (as defined below) with the
    Company.



 



    (C) 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 5.4(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.




    

    7








 






    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 material business which the Company engages in, or
    has taken steps (as evidenced by the amounts expended or
    investment by the Company or actions by the Board of Directors)
    to become engaged in, at the time of the Executive’s
    termination.



 



    5.5 Non-Solicitation;
    Non-Interference.  During the period of the
    Executive’s employment with the Company and for a period of
    eighteen (18) months following the termination of the
    Executive’s employment for any reason the Executive agrees
    that he 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:



 



    (A) 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;



 



    (B) 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;



 



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



 



    (D) 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.



 



    5.6 Injunctive Relief; Indemnity of
    Company.  The Executive agrees that any breach or
    threatened breach of Sections 5.2, 5.3, 5.4 or 5.5 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 5 are reasonable. The Executive
    agrees to indemnity 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.



 



    5.7 Definition of Company:  For purposes
    of this Section 5, 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.



 



    5.8 Survival:  The provisions of this
    Section 5 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.



 



    6. Termination Procedures and Compensation During
    Dispute.



 



    6.1 Notice of Termination.  After a Change
    in Control and during the Term, any purported termination of the
    Executive’s employment (other than by reason of death)
    shall be communicated by written Notice of Termination from one
    party hereto to the other party hereto in accordance with
    Section 9 hereof. For purposes of this Agreement, a
    “Notice of Termination” shall mean a notice which
    shall indicate the specific termination provision in this
    Agreement relied upon and shall set forth in reasonable detail
    the facts and circumstances claimed to provide a basis for
    termination of the Executive’s employment under the
    provision so indicated. A purported termination of the
    Executive’s employment by the Company for Cause shall not
    be treated as a termination for Cause hereunder unless, within
    thirty (30) days following the Company’s delivery of a
    Notice of Termination for Cause, the Company provides the
    Executive with a copy of a resolution duly adopted by the
    affirmative vote of not less than a majority of the entire
    membership of the Board at a meeting of the Board which was
    called and held for the purpose




    

    8








 






    of considering such termination (after reasonable notice to the
    Executive and a reasonable opportunity for the Executive,
    together with the Executive’s counsel, to be heard before
    the Board) finding that, in the opinion of the Board, the
    Executive was guilty of conduct constituting Cause and
    specifying the particulars thereof in detail.



 



    6.2 Date of Termination.  “Date of
    Termination,” with respect to any purported termination of
    the Executive’s employment after a Change in Control and
    during the Term, shall mean (i) if the Executive’s
    employment is terminated for Disability, thirty (30) days
    after Notice of Termination is given (provided that the
    Executive shall not have returned to the full-time performance
    of the Executive’s duties during such thirty (30) day
    period), and (ii) if the Executive’s employment is
    terminated for any other reason, the date specified in the
    Notice of Termination (which shall not be less than thirty
    (30) days nor more than sixty (60) days, respectively,
    from the date such Notice of Termination is given).



 



    6.3 Compensation During Dispute.  With
    respect to any termination of the Executive’s employment
    during the Term and following a Change in Control, if within
    fifteen (15) days after any Notice of Termination is given,
    or, if later, prior to the Date of Termination, the party
    receiving such Notice of Termination notifies the other party
    that a dispute exists concerning the termination, the Company
    shall continue to pay the Executive the full compensation in
    effect when the notice giving rise to the dispute was given
    (including, but not limited to, salary) and continue the
    Executive as a participant in all compensation, benefit and
    insurance plans in which the Executive was participating when
    the notice giving rise to the dispute was given, until the
    earlier of (i) the date on which the Term ends or
    (ii) the date on which the dispute is finally resolved,
    either by mutual written agreement of the parties or by a final
    judgment, order or decree of an arbitrator or a court of
    competent jurisdiction (which is not appealable or with respect
    to which the time for appeal therefrom has expired and no appeal
    has been perfected); provided, however, that this
    Section 6.3 shall be applicable in the event of a notice of
    dispute given by the Executive only if such notice is given in
    good faith and the Executive pursues the resolution of such
    dispute with reasonable diligence. Amounts paid under this
    Section 6.3 are not in addition to other amounts due under
    this Agreement and shall be offset against and reduce any
    amounts otherwise due under Section 4.1 hereof.



 



    7. No Mitigation.  The Company agrees
    that, if the Executive’s employment with the Company
    terminates during the Term, the Executive is not required to
    seek other employment or to attempt in any way to reduce any
    amounts payable to the Executive by the Company pursuant to
    Section 3 or 4 hereof. Further, except as specifically
    provided in Section 4.1(B) hereof, no payment or benefit
    provided for in this Agreement shall 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.



 



    8. Successors; Binding Agreement.



 



    8.1 In addition to any obligations imposed by law upon any
    successor to the Company, the Company will require any successor
    (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.



 



    8.2 This Agreement shall inure to the benefit of and be
    enforceable by the Executive’s personal or legal
    representatives, executors, administrators, successors, heirs,
    distributees, devisees and legatees. If the Executive shall die
    while any amount would still be payable to the Executive
    hereunder (other than amounts which, by their terms, terminate
    upon the death of the Executive) 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 executors, personal representatives or administrators of the
    Executive’s estate.



 



    9. Notices.  For the purpose of this
    Agreement, notices and all other communications provided for in
    the Agreement shall be in writing and shall be deemed to have
    been duly given when delivered or mailed by United States
    registered mail, return receipt requested, postage prepaid,
    addressed, if to the Executive, to the address inserted below
    the Executive’s signature on the final page hereof and, if
    to the Company, to the address set forth




    

    9








 






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



 



    To the Company:



 








    Delphi Corporation




    5725 Delphi Drive




    Troy, Michigan 48098



 








    Attention: General Counsel



 



    10. Miscellaneous.  No provision of this
    Agreement may be modified, waived or discharged unless such
    waiver, modification or discharge is agreed to in writing and
    signed by the Executive and such officer as may be specifically
    designated by the Board. No waiver by either party hereto at any
    time of any breach by the other party hereto of, or of any lack
    of 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. This Agreement supersedes any
    other agreements or representations, oral or otherwise, express
    or implied, with respect to the subject matter hereof which have
    been made by either party including but not limited to the
    Change in Control Agreement entered into between the Company and
    the Executive dated as of February [  ], 2000;
    provided, however, that this Agreement shall supersede
    any agreement setting forth the terms and conditions of the
    Executive’s employment with the Company only in the event
    that the Executive’s employment with the Company is
    terminated on or following a Change in Control, by the Company
    other than for Cause or by the Executive for Good Reason; and
    provided, further, that prior to a Change in Control,
    this Agreement shall not affect or supersede any agreement
    setting forth the terms and conditions of the Executive’s
    employment with the Company or the termination thereof prior to
    a Change in Control. All references to sections of the Exchange
    Act or the Code shall be deemed also to refer to any successor
    provisions to such sections. Any payments provided for hereunder
    shall be paid net of any applicable withholding required under
    federal, state or local law and any additional withholding to
    which the Executive has agreed. The obligations of the Company
    and the Executive under this Agreement which by their nature may
    require either partial or total performance after the expiration
    of the Term (including, without limitation, those under
    Sections 4, 5 and 6 hereof) shall survive such expiration.



 



    11. Validity.  The invalidity or
    unenforceability of any provision of this Agreement shall not
    affect the validity or enforceability of any other provision of
    this Agreement, which shall remain in full force and effect.



 



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



 



    13. Settlement of Disputes; Claims.



 



    13.1 All claims by the Executive for benefits under this
    Agreement shall be directed to and determined by the Board and
    shall be in writing. Any denial by the Board of a claim for
    benefits under this Agreement shall be delivered to the
    Executive in writing and shall set forth the specific reasons
    for the denial and the specific provisions of this Agreement
    relied upon. The Board shall afford a reasonable opportunity to
    the Executive for a review of the decision denying a claim and
    shall further allow the Executive to appeal to the Board a
    decision of the Board within sixty (60) days after
    notification by the Board that the Executive’s claim has
    been denied.



 



    13.2 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.



 



    14. Definitions.  For purposes of this
    Agreement, the following terms shall have the meanings indicated
    below:



 



    (A) “Affiliate” shall have the meaning set forth
    in
    Rule 12b-2
    promulgated under Section 12 of the Exchange Act.



 



    (B) “Auditor” shall have the meaning set forth in
    Section 4.2 hereof.




    

    10








 






    (C) “Base Amount” shall have the meaning set
    forth in section 280G(b)(3) of the Code.



 



    (D) “Beneficial Owner” shall have the meaning set
    forth in
    Rule 13d-3
    under the Exchange Act.



 



    (E) “Board” shall mean the Board of Directors of
    the Company.



 



    (F) “Cause” for termination by the Company of the
    Executive’s employment shall mean (I) willful
    misconduct or gross negligence by the Executive in the
    performance of his duties hereunder, including insubordination;
    (II) 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); (III) 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 (IV) any material
    breach by the Executive of this Agreement. The occurrence of any
    of the foregoing 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.



 



    (G) A “Change in Control” shall be deemed to have
    occurred if the event set forth in any one of the following
    paragraphs shall have occurred:



 



    (I) any Person is or becomes the Beneficial Owner, directly
    or indirectly, of securities of the Company (not including in
    the securities beneficially owned by such Person any securities
    acquired directly from the Company or its Affiliates)
    representing more than 50% of the combined voting power of the
    Company’s then outstanding securities, excluding any Person
    who becomes such a Beneficial Owner in connection with a
    transaction described in clause (i) of paragraph
    (III) below;



 



    (II) the following individuals cease for any reason to
    constitute a majority of the number of directors then serving:
    individuals who, on the date hereof, constitute the Board and
    any new director (other than a director whose initial assumption
    of office is in connection with an actual or threatened election
    contest, including but not limited to a consent solicitation,
    relating to the election of directors of the Company) whose
    appointment or election by the Board or nomination for election
    by the Company’s stockholders was approved or recommended
    by a vote of at least two-thirds
    (2/3)
    of the directors then still in office who either were directors
    on the date hereof or whose appointment, election or nomination
    for election was previously so approved or recommended;



 



    (III) there is consummated a merger or consolidation of the
    Company or any direct or indirect subsidiary of the Company with
    any other corporation or other entity, other than (i) a
    merger or consolidation which results in the voting securities
    of the Company outstanding immediately prior to such merger or
    consolidation continuing to represent (either by remaining
    outstanding or by being converted into voting securities of the
    surviving entity or any parent thereof) more than 50% of the
    combined voting power of the securities of the Company or such
    surviving entity or any parent thereof outstanding immediately
    after such merger or consolidation or (ii) a merger or
    consolidation effected to implement a recapitalization of the
    Company (or similar transaction) in which no Person is or
    becomes the Beneficial Owner, directly or indirectly, of
    securities of the Company (not including in the securities
    Beneficially Owned by such Person any securities acquired
    directly from the Company or its Affiliates) representing 25% or
    more of the combined voting power of the Company’s then
    outstanding securities; or



 



    (IV) the stockholders of the Company approve a plan of
    complete liquidation or dissolution of the Company or there is
    consummated an agreement for the sale or disposition by the
    Company of all or substantially all of the Company’s
    assets, other than a sale or disposition by the Company of all
    or substantially all of the Company’s assets to an entity,
    more than 50% of the combined voting power of the voting
    securities of which are owned by stockholders of the Company in
    substantially the same proportions as their ownership of the
    Company immediately prior to such sale.




    

    11








 






    Notwithstanding the foregoing, a “Change in Control”
    shall not be deemed to have occurred by virtue of (i) the
    consummation of the Company’s Plan of Reorganization under
    Chapter 11 of the United States Bankruptcy Code, including,
    but not limited to, the issuance of the Company’s
    Series A-1
    Preferred Stock,
    Series A-2
    Preferred Stock, and Series B Preferred Stock (the
    “Preferred Stock”), (ii) the consummation of any
    of the transactions contemplated by [insert appropriate
    reference to the purchase agreement, Company charter or other
    documentation setting forth the terms of the preferred stock and
    other corporate governance provisions] including, but not
    limited to, the conversion of the Preferred Stock into common
    stock of the Company and the conversion of Series B
    Preferred Stock into
    Series A-1
    Preferred Stock or
    Series A-2
    Preferred Stock, or (iii) the consummation of any
    transaction or series of integrated transactions immediately
    following which the record holders of the common stock of the
    Company immediately prior to such transaction or series of
    transactions continue to have substantially the same
    proportionate ownership in an entity which owns all or
    substantially all of the assets of the Company immediately
    following such transaction or series of transactions.



 



    (H) “Code” shall mean the Internal Revenue Code
    of 1986, as amended from time to time.



 



    (I) “Company” shall mean Delphi Corporation and,
    except in determining under Section 14(G) hereof whether or
    not any Change in Control of the Company has occurred, shall
    include any successor to its business
    and/or
    assets which assumes and agrees to perform this Agreement by
    operation of law, or otherwise.



 



    (J) “DB SERP” shall mean the Company’s
    frozen defined benefit Supplemental Executive Retirement Program.



 



    (K) “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.



 



    (L) “Date of Termination” shall have the meaning
    set forth in Section 6.2 hereof.



 



    (M) “Disability” shall be deemed the reason for
    the termination by the Company of the Executive’s
    employment, if, as a result of the Executive’s incapacity
    due to physical or mental illness, the Executive shall have been
    absent from the full-time performance of the Executive’s
    duties with the Company for a period of six (6) consecutive
    months, the Company shall have given the Executive a Notice of
    Termination for Disability, and, within thirty (30) days
    after such Notice of Termination is given, the Executive shall
    not have returned to the full-time performance of the
    Executive’s duties.



 



    (N) “Employment Agreement” shall mean the
    employment agreement entered into by and between the Company and
    the Executive.



 



    (O) “Exchange Act” shall mean the Securities
    Exchange Act of 1934, as amended from time to time.



 



    (P) “Excise Tax” shall mean any excise tax
    imposed under section 4999 of the Code.



 



    (Q) “Executive” shall mean the individual named
    in the first paragraph of this Agreement.



 



    (R) “Good Reason” for termination by the
    Executive of the Executive’s employment shall mean the
    occurrence after any Change in Control, or prior to a Change in
    Control under the circumstances described in clauses (ii)
    and (iii) of the second sentence of Section 4.1 hereof
    (provided, however, that a Change in Control actually
    occurs), without the written consent of the Executive, of any of
    the following events 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:



 



    (I) a material demotion or diminution in the
    Executive’s title, responsibility or authority, or the
    assignment to the Executive of any duties materially
    inconsistent with the Executive’s position (including
    titles and relationships), authority, duties or
    responsibilities, in each case as contemplated by Section 3
    of the Employment Agreement, or any other action by the Company
    which results in substantial adverse alteration in such
    position, authority, duties, or responsibilities, or the failure
    to elect or to re-elect the Executive to the Board, or the
    removal of the Executive from the Board; provided,
    however, that the Company’s ceasing to be a
    publicly-held corporation shall not constitute Good Reason
    within the meaning of this Section 14(R)(I);




    

    12








 






    (II) 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 described in the Employment Agreement;



 



    (III) 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 described in Section 7(c)(3) of
    the Employment Agreement;



 



    (IV) 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 Company’s World Headquarters as described in
    Section 4 of the Employment Agreement;



 



    (V) 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; or



 



    (VI) a failure of a successor to assume this Agreement in
    accordance with Section 8.1 of this Agreement.



 



    Any termination by the Executive of his employment during the
    30-day
    period commencing on the first anniversary of the occurrence of
    a Change in Control shall be deemed to be for Good Reason for
    all purposes of this Agreement.



 



    (S) “Gross-Up
    Payment” shall have the meaning set forth in
    Section 4.2 hereof.



 



    (T) “Notice of Termination” shall have the
    meaning set forth in Section 6.1 hereof.



 



    (U) “Person” shall have the meaning given in
    Section 3(a)(9) of the Exchange Act, as modified and used
    in Sections 13(d) and 14(d) thereof, except that such term
    shall not include (i) the Company or any of its
    subsidiaries, (ii) a trustee or other fiduciary holding
    securities under an employee benefit plan of the Company or any
    of its Affiliates, (iii) an underwriter temporarily holding
    securities pursuant to an offering of such securities, or
    (iv) a corporation owned, directly or indirectly, by the
    stockholders of the Company in substantially the same
    proportions as their ownership of stock of the Company.



 



    (V) “Sale of the Company” shall mean any
    transaction or series of transactions (whether structured as a
    stock sale, merger, consolidation, reorganization, asset sale or
    otherwise), which results in the sale or transfer of
    (i) beneficial ownership of more than 50% of the
    Company’s then-outstanding shares of capital stock
    (determined based on fair market value), or (ii) all or
    substantially all of the assets of the Company and its
    subsidiaries taken as a whole (determined based on fair market
    value), in each case, other than to a Person, more than 50% of
    the combined voting power of the voting securities of which are
    owned by stockholders of the Company in substantially the same
    proportions as their ownership of the Company immediately prior
    to such sale or transfer.



 



    (W) “Severance Payments” shall have the meaning
    set forth in Section 4.1 hereof.



 



    (X) “Term” shall mean the period of time
    described in Section 2 hereof (including any extension,
    continuation or termination described therein).



 



    (Y) “Total Payments” shall mean those payments so
    described in Section 4.2 hereof.




    

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    IN WITNESS WHEREOF, the parties have executed this Agreement as
    of the date first above written.



 



    DELPHI CORPORATION



 







			
	 	    By: 
	
        









    Name:  




    Title:  



 






    RODNEY O’NEAL



 



    Address:



 





 





 





 






    (Please print carefully)




    

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