EXHIBIT (10)(w)
DELPHI SALARY AND HOURLY STOCK OPTION PLAN
1. The purposes of the Delphi Classified Salary and Hourly Stock
Option Plan (this "Plan") is to recognize the importance and contribution of
Delphi Corporation ("Delphi," or the "Corporation") employees in the creation of
stockholder value, to further align compensation with business success and to
provide employees with the opportunity for long term capital accumulation
through the granting of options to acquire shares of common stock ("Delphi
Stock") of Delphi Corporation. Subject to such additional limitations or
restrictions provided below, the term "employees" means persons (a) who are
employed by the Corporation or any "subsidiary" (as such term is defined below),
or (b) who accept (or previously have accepted) employment, at the request of
the Corporation, with any entity not described in (a) above but in which the
Corporation has, directly or indirectly, a substantial ownership interest. For
purposes of this Plan, the term "subsidiary" means (i) a corporation of which
capital stock having ordinary voting power to elect a majority of the board of
directors of such corporation is owned, directly or indirectly, by the
Corporation or (ii) any unincorporated entity in respect of which the
Corporation can exercise, directly or indirectly, comparable control. The rights
reserved herein shall, among other things, permit the Delphi Strategy Board (the
"DSB"), as from time to time constituted pursuant to the By-Laws of the
Corporation, to determine when, and to what extent, individuals otherwise
eligible for consideration will become or cease to be, as the case may be,
employees for purposes of this Plan and to determine when, and under what
circumstances, any individual will be considered to have terminated employment
for purposes of this Plan. To the extent determined by the DSB, the term
"employees" will be deemed to include former employees and any beneficiaries
thereof.
2. Subject to the provisions of paragraph 9, the aggregate number of
shares of stock with respect to which options may be granted under this Plan
will not exceed 50,000,000 shares of Delphi Stock. Subject to the provisions of
paragraph 9, no individual may be granted options in any calendar year covering
more than the target amount of shares granted to any Band A executives under the
Delphi Stock Incentive Plan for that year. If all or any portion of an option
granted under this Plan expires or terminates for any reason without having been
exercised in full, the corresponding unpurchased or undelivered shares will
(unless this Plan has been terminated) again become available for grant under
the terms of this Plan.
3. The DSB may establish for any calendar year a maximum number of
shares, consistent with the provisions of paragraph 2, to be awarded as stock
options for such year, and may grant options, within the maximum number of
shares established, to employees selected by it.
4. Except as provided in paragraph 8, the purchase price of the shares
of stock under each option will be not less than 100% of the fair market value
(but in no event less than the par value) of such stock at the time the option
is granted, such fair market value to be determined based on the average of the
highest and lowest stock prices as reported for Delphi Stock in The Wall Street
Journal for the date of grant. All stock options will be non-qualified options.
5. Options granted under this Plan are subject to the following
provisions:
5(a). Except as otherwise determined by the DSB, no option will become
exercisable prior to the first anniversary date of the date of option grant (or
such later date as may be established by the DSB) and after such date will be
exercisable only in accordance with the terms and conditions established at the
time of grant. As a condition to the exercise of any option, an employee may,
among other things, be required to enter into such agreements as are considered
by the DSB to be appropriate and in the best interests of the Corporation.
5(b). The expiration date of the option will be determined at the time
of grant, provided that each such option will expire not more than ten years and
two days after the date the option was granted.
5(c). (i) If an employee is dismissed for cause or quits employment at
any time, without the prior written consent of the Corporation or, except as
otherwise determined by the DSB, the option will terminate on the date of
termination of employment. (ii) Prior to January 1, 2000, if an employee's
employment terminates for any other reason, except as otherwise determined by
the DSB, prior to the first anniversary of the date an option is granted, the
option will terminate on the date of termination of employment. (iii) If an
employee's employment is terminated by reason of death, and for grants prior to
January 1, 2000 at any time after the first anniversary of the date of grant of
an option, the option will, except as otherwise determined by the DSB, terminate
on the third
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anniversary of the date of death or, if earlier, the expiration date of such
option. (iv) If an employee's employment terminates, and for grants prior to
January 1, 2000 at any time on or after the first anniversary of the date of
grant of an option for any reason other than as set forth above in this
paragraph 5(c), the option will, except as otherwise determined by the DSB,
terminate not later than the fifth anniversary of the date of termination of
employment or, if earlier, the expiration date of the option; provided that (A)
if the employee dies within such period, the option will terminate on the third
anniversary of the date of death or, if earlier, the expiration date of the
option; (B) the DSB may, at any time prior to any termination of employment
under the circumstances covered by this clause (v), determine that the option
will terminate on the date of notice of termination of employment, or such later
date as may be determined by DSB; and (C) the exercise of any option after
termination of employment will be subject to satisfaction of the conditions
precedent that the employee refrain from engaging in any activity which, in the
opinion of the DSB, is competitive with any activity of the Corporation or any
subsidiary (except that employment at the request of the Corporation with an
entity in which the Corporation has, directly or indirectly, a substantial
ownership interest, or other employment specifically approved by the
Corporation, will not be considered to be an activity which is competitive with
any activity of the Corporation or any subsidiary), and from otherwise acting,
either prior to or after termination of employment, in any manner inimical or in
any way contrary to the best interests of the Corporation, and that the employee
furnish to the Corporation such information with respect to the satisfaction of
the foregoing condition precedent as the DSB may reasonably request.
5(d). For purposes of this Plan, a qualifying leave of absence will
not constitute a termination of employment, except that an option will not be
exercisable during a leave of absence granted an employee for government
service.
5(e). All shares purchased upon exercise of any option will be paid
for in full at the time of purchase. Such payment will be made in cash. Upon
exercise, an option will be valued at the available market price during regular
market hours following the Corporation's or its delegate's receipt and
processing of forms authorizing the exercise. If payment of brokerage fees and
federal, state, and/or local withholding taxes is required in connection with
the exercise of an option, the optionee will, at the time of exercise, pay such
taxes in cash or stock (by returning to the program administrator shares
obtained form the option exercise). To the extent authorized by the DSB, any
exercise of an option granted under this Plan may be made in accordance with any
cashless exercise program approved by the DSB. The program administrator in each
country will be the sole broker to perform option exercise under this Plan,
unless otherwise determined by the DSB or by its designate. Each exercise of an
option under this Plan will be for a minimum of 25 shares or the number of
shares remaining in an option grant, whichever is less, unless otherwise
determined by the DSB or by its designate.
5(f). No holder of any option will have any rights to dividends or
other rights of a stockholder with respect to shares subject to the option prior
to purchase of such shares upon exercise of the option.
5(g). Unless otherwise determined by the DSB, with the exception of
transfer by will or the laws of descent and distribution, or as otherwise
provided in paragraph 6, no option will be assignable or transferable, and an
option will be exercisable during the life of an employee only by such employee.
5(h). The DSB may delegate any and all matters of this Plan, which do
not change the intent of the Plan or any matters that must be approved solely by
the Board of Directors, to the Vice President of Human Resources.
6. In the event of death, the executor or administrator of the
employee's estate, or such other person(s) as determined by a court of
competent jurisdiction, may exercise, in accordance with and subject to the
provisions of this Plan, any unterminated or unexpired option(s), provided the
executor, administrator, or other person supplies documentation satisfactory to
the Corporation to so act. Upon making such distribution, the Corporation is
relieved of any further liability regarding the options issued to the deceased
employee.
7. The shares to be delivered upon exercise of an option will be made
available, at the discretion of the DSB, either from authorized but previously
unissued shares or from shares reacquired by the Corporation, including shares
purchased in the open market. If shares are purchased in the open market for
delivery upon the exercise of an option, they shall be held in a treasury
account specifically designated for such awards.
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8. For employees transferring from General Motors on or after January
1, 1999, or if the Corporation acquires an entity which has issued and
outstanding stock options or other rights, the Corporation may substitute an
appropriate number of stock options under this Plan for options or rights of
such entity, including options to acquire stock at less than 100% of the fair
market price of the stock at the time of grant, as determined by the DSB in its
sole discretion.
9. In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in Corporate structure
affecting Delphi Stock the DSB may, but will not be required to, make such
adjustments in the aggregate number of shares which may be delivered under this
Plan, the number and option price of shares subject to outstanding options under
this Plan (provided the number of shares subject to any award will always be a
whole number), as may be determined to be appropriate by the DSB.
10. To the extent determined by the DSB, any subsidiary may, without
regard to the limitations under this Plan, have a separate incentive plan or
program. The DSB will have exclusive jurisdiction and sole discretion to approve
or disapprove any such plan or program and, from time to time, to amend, modify,
or suspend any such plan or program. Individuals eligible for grants under any
such plan or program will not be considered employees eligible for grants under
this Plan, unless otherwise determined by the DSB. No provision of any such plan
or program will be included in or considered a part of this Plan, and any awards
made under any such plan or program will not be charged against the aggregate
number of shares of stock available for grant under this Plan, unless otherwise
determined by the DSB.
11. The expenses of administering this Plan will be borne by the
Corporation.
12. Full power and authority to construe, interpret, and administer
this Plan is vested in the DSB. The instruments evidencing options and
documentation with respect to the exercise of options, if any, will be in such
form, consistent with this Plan, as may be determined by the DSB. Any person who
accepts any award thereunder agrees to accept as final, conclusive, and binding
all determinations of the DSB. The DSB will have the right, in the case of
participants not employed in the United States, to vary from the provisions of
this Plan in order to preserve the features of this Plan.
13. The DSB, in its sole discretion, may, at any time, amend, modify,
suspend, or terminate this Plan provided that no such action without the
approval of the Board of Directors will increase the maximum number of shares
for which, or with respect to which, options may be granted to employees under
this Plan (except as permitted by paragraph 9), or permit the granting of
options under this Plan with an option price of less than 100% of the fair
market value of Delphi Stock at the time the options are granted (except as
permitted in paragraphs 8 and 9 of this Plan), or permit exercise of the options
unless full payment is made at the time of exercise, or extend the period during
which options may be exercised, as set forth in Section 5(b).
14. Every right of action by, or on behalf of, the Corporation or by
any stockholder against any past, present, or future member of the Board of
Directors, officer, or employee of the Corporation or its subsidiaries arising
out of or in connection with this Plan will, irrespective of the place where
action may be brought and irrespective of the place of residence of any such
director, officer, or employee, cease and be barred by the expiration of three
years from the date of the act or omission in respect of which such right of
action arises. Any and all right of action by any employee (past, present, or
future) against the Corporation arising out of or in connection with this Plan
shall, irrespective of the place where an action may be brought, cease and be
barred by the expiration of three years from the date of the act or omission in
respect of which such right of action arises. This Plan and all determinations
made and actions taken pursuant hereto shall be governed by the laws of the
State of Delaware, without giving effect to principles of conflict of laws, and
construed accordingly.
15. This Plan shall be effective on January 1, 1999.
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