exv10w7






EXHIBIT 10.7




VISTEON CORPORATION




DEFERRED COMPENSATION PLAN




FOR NON-EMPLOYEE DIRECTORS




(As amended through June 12, 2008)




Section 1. EFFECTIVE DATE





The Board of Directors of Visteon Corporation have adopted this Deferred Compensation Plan,
effective October 11, 2000, for the benefit of the non-employee directors of Visteon
Corporation.



Section 2. DEFINITIONS





When used herein the following words and phrases shall have the meanings set forth below
unless the context clearly indicates otherwise:




	 	(a)	 	“Account” means the recordkeeping account maintained by the Company in the name
of the Participant. An Account is established for record keeping purposes only and not
to reflect the physical segregation of assets on the Participant’s behalf, and may
consist of such subaccounts or balances as the Committee may determine to be necessary
or appropriate, including the following:






	 	1.	 	“Voluntary Deferral Subaccount” means the Visteon Stock Units
that are credited to the Participant’s Account as a result of the Participant’s
election to make Voluntary Deferrals.
	 
	 	2.	 	“Restricted Stock Subaccount” means the Visteon Stock Units
that are credited to the Participant’s Account as a result of the Participant’s
election to make Restricted Stock Deferrals.
	 
	 	3.	 	“Dividend Subaccount” means the Visteon Stock Units that are
credited to the Participant’s Account as a result of deemed dividends on
Visteon Stock Units credited to the Participant’s Account.






	 	(b)	 	“Administrative Committee” means the non-participating members of the Board.





 









 









	 	(c)	 	“Affiliate” means a person or legal entity that directly or indirectly, through
one or more intermediaries, controls or is controlled by, or is under common control,
with the Company, within the meaning of Code Sections 414(b) and (c); provided that
Code Sections 414(b) and (c) shall be applied by substituting “at least fifty percent
(50%)” for “at least eighty percent (80%)” each place it appears therein.
	 
	 	(d)	 	“Board” means the Board of Directors of the Company.
	 
	 	(e)	 	“Code” means the Internal Revenue Code of 1986, as interpreted by regulations
and rulings issued pursuant thereto, all as amended and in effect from time to time.
	 
	 	(f)	 	“Company” means Visteon Corporation, or any successor thereto.
	 
	 	(g)	 	“Company Stock” means the common stock of the Company, par value $1.00.
	 
	 	(h)	 	“Exchange” means the New York Stock Exchange.
	 
	 	(i)	 	“Participant” means each member of the Board who is not a common-law employee
of the Company.
	 
	 	(j)	 	“Plan” means the Visteon Corporation Deferred Compensation Plan for
Non-Employee Directors, as amended from time to time.
	 
	 	(k)	 	“Plan Year” means the period beginning on the effective date of the Plan and
ending on December 31, 2000, and thereafter, the twelve month period beginning on
January 1 and ending December 31 of each year.
	 
	 	(l)	 	“Restricted Stock” means Company Stock that was awarded to the Participant
under the Restricted Stock Plan prior to the suspension of such awards effective May
10, 2006, or that would have been awarded under such plan but for the Participant’s
election to make Restricted Stock Deferrals.
	 
	 	(m)	 	“Restricted Stock Deferrals” means the Visteon Stock Units that are credited to
a Participant’s Restricted Stock Subaccount as a result of the Participant’s election,




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	 	 	 	pursuant to the Restricted Stock Plan, to receive Visteon Stock Units under this
Plan in lieu of a grant of Restricted Stock under the Restricted Stock Plan.
	 
	 	(n)	 	“Restricted Stock Plan” means the Visteon Corporation Restricted Stock Plan for
Non-Employee Directors, as amended and in effect from time to time.
	 
	 	(o)	 	Separation from Service” means the date on which a Participant ceases to be a
member of the Board of Directors of the Company (or the board of directors of any
Affiliate), provided that such cessation constitutes a separation from service for
purposes of Code Section 409A.
	 
	 	(p)	 	“Visteon Stock Units” mean the hypothetical shares of Company Stock that are
credited to a Participant’s Account in accordance with Sections 4, 5 and 6.
	 
	 	(q)	 	“Voluntary Deferrals” mean cash remuneration that would otherwise be paid to a
Participant but that, in accordance with the Participant’s election, is converted into
Visteon Stock Units and credited to the Participant’s Voluntary Deferral Subaccount.





Section 3. ADMINISTRATION





	 	(a)	 	General Authority. The Administrative Committee shall have the full
power and discretionary authority to: (1) interpret and administer the Plan and any
instrument relating to or made under the Plan; (2) establish, amend, suspend or waive
such rules and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (3) make any other determination, and take any
other action, that the Administrative Committee deems necessary or desirable for the
administration of the Plan. The decisions and determinations of the Administrative
Committee need not be uniform and may be made differently among Participants, and shall
be final, binding and conclusive on all interested parties.
	 
	 	(b)	 	Recordkeeping. The Administrative Committee shall be responsible for
maintaining all Accounts; provided that the Administrative Committee may in its




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	 	 	 	discretion appoint or remove a third-party recordkeeper to maintain the Accounts as provided herein.
	 
	 	(c)	 	Effectiveness of Elections. Any elections or beneficiary designations
made under this Plan shall be effective only upon the delivery of the appropriate form
to the Secretary of the Company and its acceptance by the Administrative Committee.





Section 4. VOLUNTARY DEFERRALS





	 	(a)	 	Voluntary Deferrals. Each Participant may elect, in such form and
manner specified by the Administrative Committee, to defer the receipt of any cash
remuneration to be earned with respect to services to be performed as a non-employee
member of the Board after the effective date of the election. Such election shall be
effective on the first day of the Plan Year following the date it is received by the
Administrative Committee, provided that to the extent permitted under Code Section
409A, a Participant may elect within 30 days of first becoming a Participant to have an
election take effect immediately with respect to any compensation for services to be
performed after the date of the election. An election, once it becomes effective with
respect to a Plan Year, shall be irrevocable for that Plan Year. An election shall
continue in effect for subsequent Plan Years (and with respect to any Plan Year shall
become irrevocable on January 1 of that Plan Year) unless modified by the Participant
in accordance with this Section 4(a). A Participant may modify an existing election
effective on the first day of the Plan Year following the date on which the revised
election is received by the Administrative Committee.






	 	(b)	 	Conversion to Visteon Stock Units. As of the last day of each month,
all Voluntary Deferrals made by or on behalf of a Participant during that month shall
be converted, for recordkeeping purposes, into whole and fractional Visteon Stock
Units, with fractional units calculated to four decimal places, with the resulting
Visteon Stock Units being credited to the Participant’s Voluntary Deferral Subaccount.
The conversion shall be accomplished by dividing each Participant’s Voluntary Deferrals
by the average of the high and low prices at which a share of




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	 	 	 	Company Stock shall have been sold regular way on the Exchange on the last day of
such month on which the Exchange is open to transact trades.
	 
	 	(c)	 	Vesting. Each Participant shall at all times be 100% vested in his or
her Voluntary Deferral Subaccount.





Section 5. RESTRICTED STOCK DEFERRALS





	 	(a)	 	Restricted Stock Deferrals. The Restricted Stock Subaccount of a
Participant who has made and has in effect an election to make Restricted Stock
Deferrals shall be credited with a number of Visteon Stock Units equal to the number of
shares of Restricted Stock that would otherwise have been issued to the Participant
under the Restricted Stock Plan.
	 
	 	(b)	 	Vesting. A Restricted Stock Subaccount shall be subject to the same
vesting standards as would have applied under the Restricted Stock Plan had the
Participant elected to receive Restricted Stock under that plan rather than Visteon
Stock Units under this Plan.





Section 6. DIVIDEND EQUIVALENTS





	 	(a)	 	Conversion to Visteon Stock Units. Any cash dividends that would have
been payable in any month on the Visteon Stock Units credited to a Participant’s
Account had such units been actual shares of Company Stock shall be converted, for
recordkeeping purposes, into whole and fractional Visteon Stock Units, with fractional
units calculated to four decimal places, with the resulting Visteon Stock Units
credited to the Participant’s Dividend subaccount. The conversion shall be accomplished
by dividing the Participant’s deemed dividends for the month by the average of the high
and low prices at which a share of Common Stock shall have been sold regular way on the
Exchange on the last day of such month on which the Exchange is open to transact
trades.
	 
	 	(b)	 	Vesting. Each Participant shall at all times be 100% vested in his or
her Dividend Subaccount.




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Section 7. DISTRIBUTIONS





	 	(a)	 	Distribution Date. Distribution of a Participant’s vested Account shall
be made or commence to be made on the later of (i) January 15 of the calendar year
following the calendar year in which, or (ii) the first day of the seventh month
following the date on which occurs the Participant’s Separation from Service.
	 
	 	(b)	 	Participant Distribution Elections. Distribution shall be made in the
form or forms of distribution elected by the Participant. A Participant’s distribution
election with respect to any Plan Year applies to both (i) the Voluntary Deferrals and
(for periods through May 10, 2006) Restricted Stock Deferrals made by or on behalf of
the Participant during that Plan Year, and (ii) all dividend equivalent credits made
with respect to such deferrals. The Participant may elect to have a distribution made
either in (i) a single sum, or (ii) ten (10) annual installments. A Participant who
fails to make any distribution election shall be deemed to have elected the single sum
payment option.






	 	1.	 	Pre-2009 Plan Year Deferral Balances. The Participant
may make a separate distribution election with respect to each Plan Year;
provided that a Participant’s election with respect to a Plan Year shall
continue in effect with respect to each subsequent Plan Year unless the
Participant has submitted (and the Administrative Committee has received) a
modified distribution election prior to January 1 of the Plan Year. On or
before December 31, 2008, a Participant may further revise his or her
distribution election with respect to any Plan Year; provided that a revised
distribution election made during calendar years 2006, 2007 or 2008 with
respect to any Plan Year will not be given effect, and the Participant’s
immediately prior valid distribution election with respect to such Plan Year
will continue in effect, if the revised election would operate to cause amounts
that would otherwise be distributable in the calendar year in which the revised
distribution election is made to be deferred for distribution in a subsequent
calendar year, or to cause amounts that would otherwise be




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	 	 	 	distributable in a subsequent calendar year to become distributable in the
calendar year in which the revised election is made. A Participant’s
distribution elections as in effect on December 31, 2008 for Plan Year
ending on or before December 31, 2008, shall be irrevocable. 
	 
	 	2.	 	Post-2008 Plan Year Deferral Balances. The Participant
may make a separate distribution election with respect to each Plan Year. Such
election shall be effective on the first day of the Plan Year following the
date it is received by the Administrative Committee; provided that to the
extent permitted under Code Section 409A, a Participant may make a distribution
election within 30 days of first becoming a Participant with respect to the
Plan Year in which participation commences. A distribution election, once
becoming effective with respect to a Plan Year, shall be irrevocable with
respect to that Plan Year. An election shall continue in effect with respect
for subsequent Plan Years (and, with respect to any Plan Year, shall become
irrevocable on January 1 of that Plan Year) unless modified by the Participant
in accordance with this Section 7. A Participant may modify an existing
election effective on the first day of the Plan Year following the date on
which the revised election is received by the Administrative Committee.







	 	(c)	 	Distribution Procedures.






	 	1.	 	Single Sum Distribution. If the Participant has
elected the single sum distribution option, the Company, in accordance with
directions from the Administrative Committee, will distribute to the
Participant shares of Company Stock equal to the number of Visteon Stock Units
credited to the Participant’s Account (and cash in lieu of any fractional unit)
for which such election is in effect; provided that the Administrative
Committee may direct that all or any part of the Participant’s distribution be
satisfied in cash rather than by a distribution of Company Stock, in which case
the cash payment shall be determined by multiplying the number of Visteon




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	 	 	 	Stock Units in the Participant’s Account that are the subject of the cash
payment by the average of the high and low prices at which a share of
Company Stock shall have been sold regular way on the Exchange on the
5th trading day preceding the date on which distribution is made.
	 
	 	2.	 	Installment Distributions. If the Participant has
elected the installment distribution option, the first installment will be paid
on the date specified in Section 7(a). Each subsequent installment will be
paid on January 15 of each succeeding calendar year during the installment
period. The annual installment distribution amount for any year shall be
initially determined on a share basis by dividing the number of Visteon Stock
Units credited to the Participant’s Account as of January 1 of the year for
which the distribution is being made and for which such an election is in
effect by the number of installment payments remaining to be made, and then
rounding the quotient obtained for all but the final installment to the next
lowest whole number. The Company, in accordance with directions from the
Administrative Committee, will distribute to the Participant shares of Company
Stock equal to the number of Visteon Stock Units that are being redeemed as
part of the installment (and cash in lieu of any fractional unit); provided
that the Administrative Committee may direct that all or any part of the
installment distribution be satisfied in cash rather than by a distribution of
Visteon Stock, in which case the cash payment shall be determined by
multiplying the number of Visteon Stock Units in the Participant’s Account that
are the subject of the cash payment by the average of the high and low prices
at which a share of Company Stock shall have been sold regular way on the
Exchange on the 5th trading day preceding the date on which
distribution is made.






	 	(d)	 	Securities Restrictions. With respect to any shares of Company Stock
distributed to a Participant, the Participant will not sell or otherwise dispose of
such Company Stock except pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the “Act”) and applicable state securities




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	 	 	 	laws, which the Company may but shall not be required to file, or in a transaction
which, in the opinion of counsel for the Company, is exempt from such registration,
and a legend may be placed on the certificates for the Company Stock to such effect.
In addition, in the event of any underwritten public offering of the Company’s
securities pursuant to an effective registration statement filed under the Act and
upon the request of the Company or the underwriters managing any underwritten
offering of the Company’s securities, the Participant shall not directly or
indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or
sell any option or other contract for the purchase of, or otherwise dispose of or
transfer, or agree to engage in any of the foregoing transactions with respect to,
any shares of Company Stock (other than those included in the registration) acquired
under this Plan without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time (not to exceed 180 days)
from the effective date of such registration as may be requested by the Company or
such managing underwriters.
	 
	 	(e)	 	Timing of Distributions. Any distribution that is to be made on a
specified date may be made within 31 days following such date; provided that the
Participant is not permitted, directly or indirectly, to specify the taxable year of
the payment.





Section 8. BENEFICIARY





	 	(a)	 	Death Benefits. If a Participant dies before his or her entire Account
has been distributed, then the remainder of the Participant’s Account shall be
distributed in a lump sum on the later to occur of (i) January 15 of the calendar year
following the calendar year in which, or (ii) the first day of the seventh month
following the date on which, occurs the Participant’s death. Any distribution that is
to be made on a specified date may be made within 31 days following such date.
	 
	 	(b)	 	Designation of Beneficiary. Each Participant may designate one or more
beneficiaries in such form and manner specified by the Administrative Committee, which
beneficiary shall be entitled to receive the balance of the Participant’s Account as
provided under subsection (a) in the event of the




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	 	 	 	Participant’s death. The Participant may from time to time revoke or change the
beneficiary without the consent of any prior beneficiary by filing a new designation
with the Secretary of the Company. The last such designation received by the
Secretary of the Company shall be controlling. If no beneficiary designation is in
effect at the time the Participant dies, or if no designated beneficiary survives
the Participant, the Participant’s beneficiary shall be the Participant’s estate.





Section 9. SOURCE OF BENEFITS





Benefits accumulated under the Plan shall constitute an unfunded, unsecured promise by the
Company to provide such payments in the future, as and to the extent such amounts become
payable. Benefits attributable to service as a non-employee member of the Board shall be
paid from the general assets of the Company, and no person shall, by virtue of this Plan,
have any interest in such assets, other than as an unsecured creditor of the Company.



Section 10. NON-ALIENATION





Except as otherwise expressly provided by this Plan, neither the Participant nor his or her
beneficiary or beneficiaries, including, without limitation, the Participant’s executors and
administrators, heirs, legatees, distributees, and any other person or persons claiming any
benefits through the Participant under this Plan shall have any right to assign, transfer,
pledge, hypothecate, sell, transfer, alienate and encumber or otherwise convey the right to
receive any benefits hereunder, which benefits and the rights thereto are expressly declared
to be nontransferable. The right to receive benefits under this Plan also shall not be
subject to execution, attachment, garnishment, or similar legal, equitable or other process
for the benefit of the Participant’s or beneficiary’s creditors. Any attempted assignment,
transfer, pledge hypothecation or other disposition of the Participant’s or beneficiary’s
rights to receive benefits under this Plan or the levy of any attachment, garnishment or
similar process thereupon, shall be null and void and without effect.



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Section 11. CHANGE IN CONTROL





In the event of a Change in Control Event (as defined in Code Section 409A) with respect to
the Company, a Participant’s Account shall be fully vested, notwithstanding any vesting
schedule that would otherwise be applicable, and the value of the Participant’s Account,
determined as of the date of the Change in Control Event, shall be immediately paid to the
Participant in a single sum cash payment, notwithstanding any prior distribution election
made by the Participant.



Section 12. DURATION OF PLAN





Unless terminated earlier pursuant to Section 13, this Plan shall remain in effect during
the term of service of the Participants and until the Account of each Participant has been
distributed as provided herein.



Section 13. AMENDMENT AND TERMINATION





The Board reserves the right to amend or terminate this Plan at any time; provided that any
termination of the Plan shall be implemented in accordance with the requirements of Code
Section 409A, and the authority of the Administrative Committee to administer the Plan shall
extend beyond the date of the Plan’s termination; and provided further that no amendment or
termination of the Plan shall adversely affect the rights of any Participant or beneficiary
to benefits then accrued without the written consent of the affected Participant or
beneficiary.



Section 14. MISCELLANEOUS





	 	(a)	 	Governing Law. This Plan shall be governed by and construed in
accordance with the internal laws of the State of Delaware, without reference to
conflict of law principles thereof.
	 
	 	(b)	 	Severability. If any provision of the Plan is or becomes or is deemed
to be invalid, illegal or unenforceable in any jurisdiction or as to any person, or
under any law deemed applicable by the Administrative Committee, such provision shall
be construed or deemed amended to conform to applicable laws, or if it




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	 	 	 	cannot be so construed or deemed amended without, in the determination of the
Administrative Committee, materially altering the intent of the Plan, such provision
shall be stricken as to such jurisdiction or person, and the remainder of the Plan
shall remain in full force and effect.
	 
	 	(c)	 	Successors and Assigns. The Plan shall be binding upon, and inure to
the benefit of, the Company and its successors and assigns, and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or
substantially all of the Company’s assets and business.
	 
	 	(d)	 	Transactions Affecting Visteon Common Stock. In the event of any
merger, share exchange, reorganization, consolidation, recapitalization, stock
dividend, stock split or other change in corporate structure of the Company affecting
Company Stock, the Administrative Committee shall make appropriate equitable
adjustments with respect to the Visteon Stock Units (if any) credited to the Account of
each Participant, including without limitation, adjusting the number of such Units or
the date as of which such Units are valued and/or distributed, as the Administrative
Committee determines is necessary or desirable to prevent the dilution or enlargement
of the benefits intended to be provided under the Plan.
	 
	 	(e)	 	Permitted Delay in Payment. If a distribution required under the terms
of this Plan would jeopardize the ability of the Company or of an Affiliate to continue
as a going concern, the Company or the Affiliate shall not be required to make such
distribution. Rather, the distribution shall be delayed until the first date that
making the distribution does not jeopardize the ability of the Company or of an
Affiliate to continue as a going concern. Further, if any distribution pursuant to the
Plan will violate the terms of Federal securities law or any other applicable law, then
the distribution shall be delayed until the earliest date on which making the
distribution will not violate such law.






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