EXHIBIT 10(j)
DELPHI CORPORATION
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
I. Name and Purpose
The name of this plan is the Delphi Corporation Deferred Compensation Plan
for Non-Employee Directors (the "Plan"). Its purpose is to establish a
mechanism for the mandatory deferral of a portion of director fees into
stock units and provide Non-Employee Directors of Delphi Corporation (the
"Corporation" or "Delphi") with an opportunity to voluntarily defer
remaining director fees. Director fees, which do not include expense
reimbursement, are referred to in this Plan as "Compensation". Compensation
deferred in accordance with this Plan is referred to as "Deferred
Compensation".
II. Effective Date; Amendment Date
The Plan is effective February 5, 1999, and as amended December 8, 2004.
III. Participants
Any director of the Corporation who is not an employee of Delphi or a
Delphi subsidiary ("Participant") is eligible to participate in the Plan.
The Corporation will establish and maintain an unfunded Deferred
Compensation Account for each Participant in accordance with the Plan.
IV. Election of Deferral
(A) On or before December 31 of each year, a Participant, or nominee for
election to the Board who is not an employee of Delphi or a Delphi
subsidiary, must make an election to defer receipt of all or a
specified portion of Compensation otherwise payable during the
following year. The deferral is irrevocable. Deferred Compensation
will be credited to a Participant's Deferred Compensation Account on
the date the Compensation would, but for the deferral, be payable as
determined by the Corporation.
(B) For a newly elected Participant, the election under the Plan for the
remainder of the calendar year in which the Participant joins the
Board will be made within 30 days after the date the Participant
becomes eligible to participate.
(C) Each annual election will include the method by which the value of
amounts deferred will be measured and paid in accordance with Sections
V and VI below, respectively.
V. Value of Deferred Compensation Accounts
(A) A Participant's Compensation will be deferred by means of stock-based
units of Delphi.
(B) Deferred Compensation will be held for the Participant's Deferred
Compensation Account in the general funds of the Corporation. In
accordance with the Participant's instructions, Deferred Compensation
will be credited as follows:
Stock-Based Units
Amounts deferred will be converted into units representing the
Corporation's Common Stock, determined by dividing the amount of
Deferred Compensation in each calendar quarter by the average
daily closing market price of such stock as reported in The Wall
Street Journal, or other similar reference, for that calendar
quarter. On the dividend payment date dividend equivalents in
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the form of additional units will be credited to the
Participant's Deferred Compensation Account equal to the sum of
the per share cash dividend multiplied by the number of units in
the Participant's Deferred Compensation Account and then divided
by the average market price of such stock on the payment date. In
the event of any change in the number or kind of any outstanding
shares of the Corporation, appropriate adjustments will be made
in the number of units credited to a Participant's Deferred
Compensation Account. Amounts credited to the Participant's
Deferred Compensation Account will continue to accrue dividend
equivalents until distributed in accordance with the Plan. Units
will be calculated to the nearest thousandth. Average market
price on any valuation date under the Plan is defined as the mean
of the highest and lowest sales prices of the stock as reported
in The Wall Street Journal, or other similar reference.
(C) In the event that the Participant's Deferred Compensation Account has
been credited with units calculated as provided in Section V(B), the
value of such portion of the Deferred Compensation Account for
purposes of distribution to the Participant will be determined by
multiplying the number of units by the average daily closing market
price of the stock they represent as reported in The Wall Street
Journal, or other similar reference, for the calendar quarter
preceding delivery.
(D) A Participant will not have any interest in the Deferred Compensation
Account until it is paid in accordance with Section VII of the Plan.
VI. Required Deferral; Elective Deferral
(A) A minimum required stock-based unit balance of three times each
Participant's annual Compensation is required. A review of each
Participant's Deferred Compensation Account towards the achievement of
this requirement and notification of the status will occur once a year
prior to the due date of the next year's irrevocable election
notification.
(B) Until such balance is achieved, each Participant, other than the lead
director, will be paid 60% of his or her annual Compensation by a
grant of stock based units which will be deferred in accordance with
Section V(B) . The lead director will be paid two-thirds of his or her
annual Compensation by a grant of stock based units, also deferred in
accordance with Section V(B).
a. The mandatory deferral will be effective for the Plan year.
b. Any remaining Compensation will be paid in cash unless
voluntarily deferred under Section IV.
(C) Once the minimum balance has been achieved, then in the deferral year
following, a Director may elect to defer up to 50%, in increments of
10%, of his or her total Compensation in stock units in accordance
with Section V(B). If Compensation is to be deferred, a notification
of the percentage must be made per the terms of Section IV(A). Any
Deferred Compensation will be paid per the terms in Sections VII and
VIII. In subsequent annual elections, the Participant may change his
or her election.
(D) A copy of the required form of notice is attached as Exhibit A and
made a part hereof.
VII. Payment of Deferred Compensation
(A) No withdrawal may be made from the Participant's Deferred Compensation
Account except as provided in this Section VII.
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(B) The value of a Participant's Deferred Compensation Account is payable
in cash, in a lump sum. The payment of the Deferred Compensation
Account will be made seven months after the Participant's departure
from the Delphi Board of Directors.
VIII. Distribution Upon Death
If any Participant dies before receiving all Deferred Compensation, the
unpaid amount will be paid to his or her beneficiary; but, if none has been
designated, to his or her estate, in one lump sum seven months after the
Participant's death. The value of the Deferred Compensation Account on the
date of payment will be determined in accordance with the provisions of
Sections V and VI above, respectively.
IX. Participant's Rights Unsecured
The right of any Participant to receive payment under the Plan will be an
unsecured claim against the general assets of the Corporation.
X. Non-Assignability
The right of a Participant to payment under this Plan may not be assigned,
transferred, pledged or encumbered or be subject in any manner to
alienation or anticipation.
XI. Statement of Account
Statements will be sent to Participants as soon as practicable each year as
to the value of the Deferred Compensation Accounts as of the end of the
previous year.
XII. Administration
The Administrator of this Plan is the Delphi Strategy Board. The
Administrator has authority to adopt rules and regulations for carrying out
the Plan and to interpret, construe and implement the Plan's provisions.
XIII. Business Days
If any date specified in the Plan falls on a Saturday, Sunday or legal
holiday, such date will be deemed to refer to the next business day after
that date.
XIV. Effect of Taxation
Any provision of this Plan will cease to be operable and any action which
may be taken under the terms of the Plan (including without limitation any
Participant investment or distribution elections) will cease to be
available, to the extent such provision or permitted action would cause
deferrals and earnings under the Plan to be treated as immediately taxable
for U.S. federal income tax purposes for one or more Participants, as
determined by the Corporation, in its sole discretion. The Corporation will
notify Participants of any determination under this Section XIV as soon as
practicable thereafter.
XV. Amendment and Termination
This Plan may at any time be amended, modified, or terminated by the Delphi
Strategy Board; provided, however, that these Plan provisions will not be
amended more than once every six months, other than to comport with changes
in the Internal Revenue Code of 1986, as amended, the Securities Exchange
Act of 1934, as amended, the Employee Retirement Income Security Act of
1974, as amended, or any other applicable law or regulations. No amendment,
modification or termination will, without the consent of a Participant,
adversely affect such Participant's rights with respect to amounts accrued
in his or her Deferred Compensation Account.
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