| (c) | If your employment terminates prior to the last day of a month (or prior to January 5, 2019 in the case of the first payment of Stock Compensation described in paragraph (b), the pro-rated portion of your Stock Compensation for the applicable period will be paid on the date that it would have otherwise been paid or such earlier date determined by the Company (but in no event shall you be able to elect the year of payment). |
| (d) | The Shares awarded to you as Stock Compensation will be issued pursuant to the Delphi Technologies PLC Long-Term Incentive Plan (the “LTIP”) and will be treated as the grant of share of Restricted Stock under the LTIP on each date that an award is made. The Shares will be fully vested from and after the date that they are awarded. This letter agreement shall be considered the Award Document for purposes of the LTIP and the award of Shares is subject to the terms and conditions of the LTIP. |
| (e) | The award of Stock Compensation provided herein is conditioned upon (and will not become effective unless and until) you execute and return a Confidentiality and Noninterference Agreement in the form attached hereto as Exhibit A. |
Board Service: During your employment, you will continue to serve on the Board of Directors of the Company. You will not receive any additional compensation (other than as described in this letter) for Board service during the period of your employment.
Benefits: In addition to the compensation elements described above, you will also be eligible for the broad-based benefit package offered to U.S. executives of the Company in accordance with the terms of the various arrangements.
Business Expenses: You are authorized to incur reasonable business related expenses in the performance of your duties and you will be reimbursed for such, including transportation from home in the United States to London (or other applicable locations) for businesses purposes, as provided in the Company’s business expense policy. The Company will also provide you with the use of an apartment or other appropriate accommodations while you are in London on business.
Withholding: As you would expect, all compensation and payments referred to in this Offer will be subject to applicable tax withholding.
Tax Equalization: You will be subject to the provisions of the Company’s tax equalization policy for employees seconded from the United States to the United Kingdom. You will also be notified and subject to revisions of the policy that may be issued during your assignment. The tax equalization policy is designed to assure that you do not incur additional tax liability as a result of your secondment in excess of the tax liability that you would have incurred in the United States had you not been seconded. During the course of your secondment, a hypothetical tax will be computed and withheld from your monthly Base Salary, which is an approximation of your annual tax liability on your base income had your principal work location remained in the State of Illinois, United States. Your Stock Compensation is also subject to the hypothetical tax.
If you receive any commissions, bonuses or incentives in addition to Base Salary and Stock Compensation, they are also subject to the hypothetical tax. The final hypothetical tax will be calculated by an accounting program as your tax return is finalized each year, which determines your final actual income tax obligation for the year. The Company will be responsible for home and/or seconded country taxes greater than the final hypothetical tax, which was incurred as a result of your secondment. The settlement of taxes is subject to final review of any taxes paid on your behalf or advances provide to you as part of a tax settlement. However, because the Company is undertaking the obligation to pay your taxes in excess of your hypothetical tax under its tax equalization policy, the amount of any secondment country tax refunds received by you and final hypothetical tax settlement due from you must be paid to the Company.
