Amendment to Visteon Corporation 2010 Supplemental Executive Retirement Plan September 13, 2012

EX-10.1 3 d410527dex101.htm AMENDMENT TO THE VISTEON CORPORATION 2010 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Amendment to the Visteon Corporation 2010 Supplemental Executive Retirement Plan

Exhibit 10.1

Amendment to

Visteon Corporation 2010 Supplemental Executive Retirement Plan

September 13, 2012

Effective September 13, 2012 for participants who terminate employment on and after September 13, 2012, Paragraph 1.01(u) of the Visteon Corporation 2010 Supplemental Executive Retirement Plan (the “SERP”) is hereby amended to read in its entirety as follows:

(u) SERP Eligibility Date: The date on which the Participant’s termination of employment with the Participating Employers occurs if the Participant has (i) attained age 65, (ii) been involuntarily terminated without cause within two years after a Change in Control, or (iii) for each of at least five years of Eligibility Service immediately preceding the Participant’s termination of employment with a Participating Employer, been selected to participate in the Company’s Annual Incentive program and has been granted a target bonus under such program of at least 30% of the Participant’s annual base salary rate in effect on the date the target bonus amount is established. A Participant’s SERP Eligibility Date may be after the date on which benefit accruals under Articles II and III have ceased.

For purposes of this Paragraph (u), “Change in Control” shall be deemed to have occurred if any of the following shall have occurred:

(A) 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 40% or more 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 subparagraph (C) below;

(B) within any twelve month period, the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, at the beginning of the twelve month period, 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 shareholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the twelve month period or whose appointment, election or nomination for election was previously so approved or recommended (for these purposes, (x) a threatened election contest will be deemed to have occurred only if any person or entity publicly announces a bona fide intention to engage in an election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company, and (y) a withhold vote campaign with respect to any director will not by itself constitute an actual or threatened election contest);

(C) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (I) a merger or consolidation which results in the directors of the Company immediately prior to such merger or consolidation continuing to constitute at least a majority of the board of directors of the Company, the surviving entity or any parent thereof 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 40% or more of the combined voting power of the Company’s then outstanding securities; or

(D) the shareholders 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 more than 50% of the Company’s assets, other than a sale or disposition by the Company of more than 50% of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of 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.

For purposes of this Paragraph (u), the term “Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time (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; and the term “Beneficial Owner” shall have the meaning set forth in Rule 13-d-3 under the Exchange Act.