Visteon Corp. Restricted Stock Plan

EXHIBIT 10.15


VISTEON CORPORATION


RESTRICTED STOCK PLAN


FOR NON-EMPLOYEE DIRECTORS


(Amended as of December 10, 2003)


SECTION 1. PURPOSE AND EFFECTIVE DATE


The Visteon Corporation Restricted Stock Plan for Non-Employee
Directors has been established to align the interests of the
non-employee members of the Board of Directors of Visteon Corporation
(the "Company") with those of the Company's stockholders by providing
equity incentives that will motivate the non-employee members of the
Board of Directors to achieve long-range goals, thereby promoting the
long-term financial interest of Visteon Corporation, including the
growth in value of the Company's equity and enhancement of long-term
stockholder return. The Plan is effective as of September 14, 2000.


SECTION 2. DEFINITIONS


(a) "Act" means the Securities Act of 1933, as amended.


(b) "Administrative Committee" means the non-participating members
of the Board.


(c) "Affiliate" or "Affiliates" means affiliate as defined in Rule
12b-2 promulgated under Section 12 of the Exchange Act.


(d) "Annual Meeting Date" means the date each year on which occurs
the annual meeting of the Company's stockholders.


(e) "Beneficial Owner" means beneficial owner as defined in Rule
13d-3 under the Exchange Act.


(f) "Board" means the Board of Directors of the Company.


(g) "Change in Control" means the occurrence of any one of the
following events:


i. 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 (A) of paragraph
(iii) below;


ii. within any twelve (12) month period, the following
individuals cease for any reason to constitute a
majority of the number of directors then serving:
individuals who, on the effective date of this Plan,
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
stockholders was approved or recommended by a vote of
at least two-thirds (2/3) of the directors then still
in office who either were directors on the date
hereof or whose appointment, election or nomination
for election was previously so approved or
recommended;


iii. 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 (A) 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 (B) 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


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more of the combined voting power of the Company's
then outstanding securities;


iv. the stockholders 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
stockholders of the Company in substantially the same
proportions as their ownership of the Company
immediately prior to such sale; or


v. any other event that the Administrative Committee, in
its sole discretion, determines to be a Change in
Control for purposes of this Plan.


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.


(h) "Company" means Visteon Corporation, or any successor thereto.


(i) "Date of Grant" means the date a Plan Award is granted to a
Participant.


(j) "Deferred Compensation Plan" means the Visteon Corporation
Deferred Compensation Plan for Non-Employee Directors, as
amended and in effect from time to time.


(k) "Disability" means unable to engage in any substantially
gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result
in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months.


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(l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.


(m) "Participant" means each member of the Board who is not a
common-law employee of the Company or an Affiliate.


(n) "Person" means person as defined in Section 3(a)(9) of 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 ...