RESTRICTED INTEREST GRANT NOTICE AND AGREEMENT

Exhibit 10.6

RESTRICTED INTEREST GRANT NOTICE AND AGREEMENT

Delphi Automotive LLP (the “Company”), pursuant to its 2010 Board of Managers Class E-1 Interest Incentive Plan (the “Plan”), hereby grants to Grantee the number of Restricted Interests set forth below. The Restricted Interests are subject to all of the terms and conditions as set forth in this Restricted Interest Grant Notice and Agreement (this “Grant Notice”), as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

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THE UNDERSIGNED GRANTEE ACKNOWLEDGES RECEIPT OF THIS GRANT NOTICE AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED INTEREST HEREUNDER, AGREES TO BE BOUND BY THE TERMS THIS GRANT NOTICE AND THE PLAN.

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EXHIBIT A

Form of Promissory Note

Secured Non-Recourse Promissory Note and Pledge Agreement

Section 1. Promise to Repay; Interest; Prepayments, Events of Default.

(a) FOR VALUE RECEIVED, the Maker set forth above, an individual with an address set forth above, hereby unconditionally agrees to pay to the order of Delphi Automotive LLP (the “Holder”), the Principal Amount set forth above on the Maturity Date set forth above in this Secured Non-Recourse Promissory Note and Pledge Agreement (this “Note”), and to pay on the Maturity Date set forth above interest on the unpaid principal amount of this Note from and including the date hereof until maturity and, to the extent permitted by applicable law, on any overdue interest payable on this Note so long as the principal balance of this Note remains outstanding, at the rate per annum equal to [—]%.¹

(b) Payments of both principal and interest are to be made on the Maturity Date without setoff or counterclaim (i) in lawful money of the United States of America in same day or immediately available funds to the account of Holder specified from time to time by Holder to the Maker, or (ii) by delivering Interests (as defined in Section 2 below) having a Fair Market Value equal to the principal and interest outstanding as of the Maturity Date.

(c) The Maker may prepay amounts due under this Note at any time without premium or penalty, which shall be applied first to accrued interest, if any, second to any outstanding principal; provided, that all prepaid amounts are to be made in lawful money of the United States of America in same day or immediately available funds to the account of Holder.

(d) Anything herein to the contrary notwithstanding, one hundred percent (100%) of all after-tax cash compensation and other fees otherwise payable to the Maker in respect of the Maker’s service on the Board of Managers of the Company shall be retained or promptly remitted, as applicable, to Holder, and applied to accrued and unpaid interest

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hereunder, and after such application, the Maker shall be entitled to the remainder, if any. Additionally, (i) any distributions (including liquidating distributions and payments in respect of redemption) in respect of any Interests or Additional Interests (each as defined in Section 2 below), (ii) one hundred percent (100%) of the net proceeds from the sale of any Interests and/or Additional Interests, after the payment of any commission and income taxes arising directly from such sale, in each case, and (iii) one hundred percent (100%) of the net cash proceeds received pursuant to Section 14.13 of the LLP Agreement in connection with an initial public offering of Holder’s equity securities, shall be retained or promptly remitted, as applicable, to Holder, and shall then be applied first to outstanding Obligations (as defined in Section 2 below), other than accrued and unpaid interest and outstanding principal, second to accrued and unpaid interest hereunder, and third to outstanding principal hereunder, and after such application, the Maker shall be entitled to the remainder, if any. Other than in connection with a Sale of the Company, to the extent that the Maker is permitted to sell the Interests and/or Additional Interests pursuant to the terms of the Incentive Plan and/or the LLP Agreement (as defined in the Incentive Plan), the Maker shall not be entitled to sell any such Interests or Additional Interests (i) for consideration other than cash or (ii) following the occurrence and during the continuance of a Default.

(e) Interest shall be computed on the basis of the actual number of days elapsed over a year of 365 days. Interest shall be compounded annually.

(f) The principal of this Note shall become immediately due and payable upon the occurrence of any of the following events (a “Default”): (i) the Maker shall fail to make any payment of the principal of this Note when due and such failure shall have continued for a period of 10 calendar days, (ii) the Maker shall fail to make any payment of interest on this Note when due and such failure shall have continued for a period of 10 calendar days, (iii) the Maker shall admit in writing his inability to pay debts when due or shall file a petition under any state or federal bankruptcy or insolvency statute or any such petition shall be filed against the Maker, (iv) the security interest in the Collateral (as defined in Section 2 below) purported to be created under this Note shall fail to constitute a first priority perfected security interest securing the Obligations, (v) the Maker shall fail to comply with any other covenant under this Note and such failure shall continue for a period of 10 days after written notice thereof shall have been given by Holder to the Maker, or (vi) the Holder determines, upon the advice of legal counsel, that this Note violates any provision of the Sarbanes-Oxley Act of 2002, or any other applicable law. At any time during the continuance of any such Default event, Holder by notice to Maker, may declare the principal of this Note immediately due and payable together with accrued and unpaid interest thereon and all other unpaid amounts owing hereunder, provided that upon the occurrence of an event described in clause (iii) above the principal of this Note shall automatically become immediately due and payable together with accrued and unpaid interest thereon and all other unpaid amounts owing hereunder.

(g) The Maker waives presentment for payment, demand, protest and notice of dishonor.

Section 2. Pledge of Interests as Collateral.

(a) As security for the repayment of the principal of and interest on

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this Note and the costs of collection of this Note, including, without limitation, the reasonable attorneys fees and expenses (collectively, the “Obligations”), the Maker hereby grants to Holder a security interest in the 2,000 Class E-1 Interests of the Holder granted to the Maker under the Incentive Plan (the “Interests”), including all cash and equity dividends and other distributions made from time to time in respect of the Interests and all proceeds thereof, and any additional equity securities of the Holder acquired by the Maker following the date hereof pursuant to any equity-based incentive program maintained or sponsored by the Company (“Additional Interests”), including all cash and equity dividends and other distributions made from time to time in respect of the Additional Interests and all proceeds thereof (collectively, the “Collateral”). For the avoidance of doubt, the Collateral shall not include any equity securities acquired by Maker through a broker or market maker, including without limitation equity securities acquired on a so-called “Rule 144A market”. Contemporaneously with the execution of this Note, in the case of the Interests, and within ten (10) days following acquisition, in the case of Additional Interests, unless Holder otherwise holds such Interests or Additional Interests in “book entry” form, Maker shall deliver to Holder the certificate(s) representing the Interests, or Additional Interests, as applicable, together with duly endorsed in blank or accompanied by stock powers duly executed in blank, any documentary tax stamps and any other document necessary to cause Holder to have a good, valid and perfected first pledge of, lien on and security interest in such Interests, free and clear of any mortgage, pledge, lien security interest, hypothecation, assignment, charge, right, encumbrance or restriction. At any time following a Default, any or all of the Interests and Additional Interests held by Maker hereunder may be registered, at the option of Holder exercised in accordance with Section 2(d) hereof, in the name of Holder or in the name of its nominee as pledgee.

(b) All non-cash distributions shall be retained by, or otherwise delivered promptly upon receipt to, Holder to be held as Collateral. So long as no Default shall have occurred and be continuing, (i) all other cash distributions shall be received by the Maker (subject to Section 1(d) above), and (ii) the Maker may vote all Interests included in the Collateral. Any distribution paid to Maker which are required to be paid to Holder shall be held in trust by the Maker prior to delivery to Holder.

(c) To the extent that any notice is required to be given to the Maker in connection with the sale or other disposition of Collateral, the Maker agrees that ten (10) calendar days’ notice is reasonable.

(d) Upon the occurrence and during the continuance of a Default, all rights of the Maker to exercise the voting and/or consensual rights and powers which the Maker is entitled to exercise and/or to receive the dividends, and all other cash distributions which the Maker is authorized to receive and retain pursuant to Section 2(b) hereof shall cease, at the option of the Holder, and all such rights shall thereupon become vested in the Holder, which shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain such dividends, and cash distributions. In such case the Maker shall execute and deliver such documents as Holder may reasonably request to enable Holder to exercise such rights and receive such dividends. In addition, the Holder is hereby appointed the attorney-in-fact of the Maker, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions after the occurrence and during the continuance of a Default, whether in the name of the

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Holder or the Maker, as the Holder may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any and all money and other property paid over to or received by the Holder pursuant to the provisions of this Section 2(d) shall be retained by Holder and shall be applied in accordance with the provisions hereof.

(e) The Maker hereby irrevocably authorizes the Holder at any time and from time to time to file in any relevant jurisdiction any initial financing statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment. The Maker agrees to promptly provide such information to Holder upon request.

Section 3. No Personal Liability. Notwithstanding anything to the contrary contained herein or in any instrument securing this Note, Maker shall have no personal liability for the payment of this Note or for the performance or observance of the covenants, representations and warranties of the undersigned contained in this Note or in any instrument now or hereafter securing this Note and Holder agrees not to seek any damages or personal money judgment against the Maker for any default under this Note or under any instrument now or hereafter securing this Note but in such event will look solely to the collateral described in Section 2. Nothing herein contained shall prevent or shall be construed to prevent Holder from exercising and enforcing any other remedy allowed at law or equity or by any statute or any deed of trust, mortgage, security agreement or any other security instrument of any kind now or hereafter with respect to the collateral described in Section 2.

Section 4. Representations and Warranties. The Maker represents and warrants that this Note has been duly executed by him and constitutes his legal, valid and binding obligation.

Section 5. Covenants. The Maker agrees that so long as any portion of the Obligations remains unpaid, he will (a) not create or permit to exist any lien or security interest of any nature whatsoever on the Collateral other than in favor of the Holder and (b) execute and deliver promptly upon request such documents which the Holder may deem necessary or desirable to create, perfect or continue the perfection of the first priority security interest in the Collateral purported to be created in the Collateral to secure the repayment in full of the Obligations.

Section 6. Governing Law. This Note shall be deemed to be a contract made under and governed by the internal laws of the State of Delaware without regard to conflicts of law principles.

Section 7. Notices. All notices, requests and other communications provided for in this Note shall be given or made in writing delivered to the intended recipient at the address, in the case of the Maker, set forth above, and, in the case of the Holder, of the Holder’s principal executive officer, to the attention of the Company’s General Counsel, or as to the Maker or the Holder at such other address as shall be designated by the Maker or the Holder to the other from time to time. All such notices, requests or other communications shall be deemed to have been duly given when personally delivered or, in the case of a mailed notice, on the fifth calendar day after being deposited in the mails, postage prepaid, addressed as aforesaid.

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Section 8. No Oral Amendments or Waivers; Delay in Enforcement of Rights Not a Waiver by Holder. This Note may not be amended, modified or waived except by writing executed by the Maker and the Holder. No failure on the part of the Holder to exercise and no delay in exercising and no course of dealing with respect to any right, power or privilege under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Note preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

Section 9. WAIVER OF TRIAL BY JURY. THE MAKER AND HOLDER EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) UNDER THIS NOTE OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALING OF THE PARTIES HERETO IN RESPECT OF THIS NOTE, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE MAKER AND THE HOLDER EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE MAKER OR THE HOLDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS NOTE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 10. Successors and Assigns. This Note shall be binding upon the successors or assigns of the Maker, provided that the Maker agrees not assign or delegate any of its rights or duties hereunder or any interest herein; any purported assignment or delegation in violation of the foregoing shall be void. This Note shall inure to the benefit of the successors and assigns of the Holder.

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IN WITNESS WHEREOF, the Maker has executed this Note as of the date set forth above.

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