Exhibit 10.17
(VISTEON(R) LOGO) Robert H. Marcin Visteon Corporation
Senior Vice President One Village Center Drive
Corporate Relations Van Buren Twp., MI 48111
USA
Tel 734-710-7120
Fax 734-710-7122
SEE THE POSSIBILITIES(R)
November 22, 2004
Mr. William G. Quigley III
Re: Employment as Vice President,
Corporate Controller and Chief Accounting Officer
I wanted to take this opportunity to welcome you aboard. This memo, which
supercedes all prior agreements and understandings, establishes the terms that
will apply to your employment, which shall be effective as of December 30, 2004.
1. DUTIES. You will be employed as "Vice President, Corporate Controller and
Chief Accounting Officer" with duties and responsibilities which the
Company, acting through its Board of Directors, Chief Executive Officer,
Chief Financial Officer or their assignee, in its sole discretion believes
are appropriate to your skills, training and experience. You will perform
such assigned duties by devoting full time, due care, loyalty and your best
efforts, and complying with all applicable laws and the requirements of the
Company's policies and procedures on employee conduct, including but not
limited to the Ethics and no-harassment policies.
2. COMPENSATION.
a. Annual Base Salary. Your annual base salary will be $350,000, subject
to adjustment in accordance with the Company's normal procedures.
b. Sign-on Bonus. You will receive a cash bonus, which is payable (i)
$175,000 on or within 30 days after the effective date of hire, and
(ii) $175,000 on or within 30 days of April 1, 2005, and each such
installment shall not be subject to any vesting requirement.
William G. Quigley III
Employment as V.P., Corporate Controller and Chief Accounting Officer
November 22, 2004
c. Special Stock-Related Benefits Under Company Incentive Plan. Subject
to the terms of the Visteon Corporation 2004 Incentive Plan, and in
accordance with the terms of an authorized award agreement that will
be separately provided to you, you will become entitled to the
benefits in this section, if at all, only when the applicable vesting
requirement(s) has been met. The Special Stock-Related Benefits are as
follows:
i. Restricted stock units (25,000 units), which shall become vested
only upon the third anniversary of your hire date, provided that
your Visteon employment is continuous during this period. The
cash value of the stock units in this subsection becomes payable
on or shortly after the vesting date; and
ii. Stock options (20,000 options) which shall vest in three equal
parts upon the 1st, 2nd, and 3rd anniversaries, respectively, of
your hire date, provided that your Visteon employment is
continuous from your hire date through each of the vesting
periods.
d. Other Benefits. The following benefits shall be provided to you
consistent with the terms of the company's plans.
i. The Short Term Incentive Opportunity will provide you an
opportunity to receive up to 55% of your base salary annually,
with a guaranteed payment of $210,000 for 2005, payable in April
2006, provided that your Visteon employment is continuous through
December 31, 2005.
ii. Subject to the terms of the Visteon Corporation 2004 Incentive
Plan and in accordance with the terms of an award agreement that
will be separately provided to you, you will receive a Long Term
Incentive Opportunity for the 2005-2007 performance period of up
to 150% of your base salary.
iii. Under the Visteon Corporation Supplemental Executive Retirement
Plan, Visteon will credit you with two years of service for every
year of actual service with Visteon, up to five years of actual
service.
iv. Under the Company's plans, you will also receive health and
welfare benefits, vehicle allowance, perquisites, relocation
assistance, holidays and vacation
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William G. Quigley III
Employment as V.P., Corporate Controller and Chief Accounting Officer
November 22, 2004
eligibility, and other benefits to which comparable
executive-level participants are entitled.
3. AT WILL EMPLOYMENT. Your employment is "at will." Either you or Visteon can
terminate the employment relationship at any time, for any reason. Thus,
even though some provisions in this agreement contemplate the possibility
that the parties may maintain an employment relationship for three or more
years, neither party is obligated to continue the employment relationship
for three years or any other duration of time.
4. COMPENSATION TERMINATION. You will not be due any compensation, bonuses, or
benefits at the time of your termination or thereafter, except to the
extent provided for below.
a. If Visteon terminates your employment for cause, it will only be
obligated to provide you with the following benefits: (1) payment of
the cash Sign-On Bonus referenced in section 2.b above, but only to
the extent that each installment amount has not yet been paid; and
(ii) special Stock-Related Benefits referenced in Section 2.c above,
to the extent payable in accordance with the terms of the Visteon
Corporation 2004 Incentive Plan and your award agreement (including
the vesting requirements described herein).
b. If Visteon terminates your employment without cause prior to the first
anniversary of your hire date, your benefits will be limited to the
following: (i) payment of the cash Sign-On Bonus referenced in section
2.b above, but only to the extent that each installment amount has not
yet been paid; and (ii) a cash separation payment in an amount that is
the greater of either 12 months of base salary or an amount calculated
in accordance with any executive separation program of the company as
may then be in effect.
c. If Visteon terminates your employment without cause after the first
anniversary of your hire date but prior to the third anniversary of
your hire date, your benefits will be limited to the following: (i)
retention of the cash Sign-On Bonus referenced in section 2.b above;
(ii) a cash separation payment in an amount equal to 12 months of your
base salary; and (iii) an additional cash separation payment in the
amount of $175,000; provided, however, that if Visteon terminates your
employment during this period
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William G. Quigley III
Employment as V.P., Corporate Controller and Chief Accounting Officer
November 22, 2004
subsequent to a promotion in your title, responsibilities and/or
level, your benefits will be limited to a cash separation payment, if
any, in an amount as calculated in accordance with any executive
separation program of the company as may then be in effect.
d. If Visteon terminates your employment without cause on or after the
third anniversary of your hire date, your benefits will be limited to
the Special Stock-Related Benefits referenced in Section 2.c above, to
the extent payable in accordance with the terms of the Visteon
Corporation 2004 Incentive Plan and your award agreement (including
the vesting requirements described herein), and, to the extent
otherwise eligible, such benefits that may be payable or provided
under any executive separation program of the company as may then be
in effect.
e. If you voluntarily resign your employment at any time, your benefits
will be limited to the following: (i) payment of the cash Sign-On
Bonus referenced in section 2.b above, but only to the extent that
each installment amount has not yet been paid; and (ii) special
Stock-Related Benefits referenced in Section 2.c above to the extent
payable in accordance with the terms of the Visteon Corporation 2004
Incentive Plan and your award agreement (including the vesting
requirements described herein).
For purposes of this agreement, "cause" includes, but is not limited to,
misrepresentations, omissions or falsification during the hiring process;
undisclosed financial or accounting improprieties prior to joining the Company
or at any other time; theft; dishonesty; fraud; gross negligence; gross
dereliction of duty; misconduct injurious to the company; financial
improprieties of any kind; serious violation of the law; or violation of the
Company's policies and procedures on employee conduct.
5. EFFECT ON OTHER AGREEMENTS OR OBLIGATIONS. Notwithstanding, the foregoing
provisions and sections of this memorandum, this memorandum does not
supercede or modify any of the benefits to which you might become entitled
under the Change in Control Agreement between you and the Company.
This memorandum also does not supercede or modify any confidentiality,
noncompete, nonsolicitation, or nondisclosure obligations, whether such
obligations are expressly agreed to or
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William G. Quigley III
Employment as V.P., Corporate Controller and Chief Accounting Officer
November 22, 2004
implied by the law.
We are excited about your decision to join our company. We believe our team can
accomplish great things together.
VISTEON CORPORATION
By: /s/ Robert H. Marcin
------------------------------------
Robert H. Marcin
Sr. Vice President,
Corporate Relations
November 22, 2004
Agreed and Accepted
/s/ William G. Quigley III
- -------------------------------------
William G. Quigley III
Date: December 7, 2004
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