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(a)
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A
Periodic GRP Equalization Benefit shall be provided for and associated
with each payment of a GRP benefit that is subject to the Limitations
or
delayed pursuant to provisions set forth in
(b)(iii).
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| (b) |
The
Periodic GRP Equalization Benefit:
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| (i) |
Shall
be equal in amount to the difference between the GRP benefit and
the
corresponding benefit that would be payable under the GRP without
regard
to the Limitations. In determining the amount of the Periodic GRP
Equalization Benefit, the member's salary shall be the member's salary
(as
that term is defined in the GRP) plus BEP Salary Reductions for periods
before January 1, 1985 which are credited under this Plan pursuant
to
Section 3.02(a)(ii)(C) below, but the member shall not make contributions
hereunder based on such BEP Salary
Reductions.
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| (ii) |
Shall
be paid monthly by the Company to the person receiving payment of
the
corresponding GRP benefit and, for distributions commencing on and
after
January 1, 2005, shall be paid commencing on the first day of the
month
following the date that is the later of the date the
employee:
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| 1) |
Reaches
at least age 55 with 10 years of
service;
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| 2) |
Reaches
30 years of service;
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| 3) |
Reaches
age 65 or older with one year of service; or
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| 4) |
Has
a Separation From Service.
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(iii)
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Notwithstanding
any other provision of the Plan to the contrary, if a Specified Employee
incurs a Separation From Service from the Company, payment of any
Periodic
GRP Equalization Benefit accrued or vested after December 31, 2004,
shall
not commence (or be paid) earlier than the first day of the seventh
month
following Separation From Service. The payment delayed under this
Section
shall not bear interest.
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(c)
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For
distributions commencing on or before December 31, 2004, as an alternative
to the Periodic GRP Equalization Benefit, the Company and an employee
eligible for the Periodic GRP Equalization Benefit under this Section
3.0l
may agree on payment of the actuarial equivalent in a lump sum cash
payment of such Periodic GRP Equalization Benefit, subject to the
following conditions and such other conditions as may be determined
by the
Executive Vice President and Chief Financial Officer, the Senior
Vice
President-General Counsel and the Group Vice President-Corporate
Human
Resources and Labor Affairs:
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(i)
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The
actuarial equivalent shall be determined on the basis of the interest
rates and mortality tables, which would be used by the PBGC for
determining the present value of liability for pensioners' benefits
in the
case of a terminated retirement plan under Title IV of ERISA and
which are
in effect in the month prior to the month when the employee's GRP
benefit
begins.
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(ii)
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The
agreement must be entered into (A) prior to the year in which the
employee's retirement occurs and (B) not later than six months before
the
actual retirement date; provided, however, that the requirement contained
in Subsection (B) immediately above shall not apply to such an agreement
entered into in l984 by the Company and an eligible employee who
retires
before July l, l985.
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(iii)
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The
agreement once entered is
irrevocable.
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| (iv) |
Evidence
of good health at the time of the agreement will be
required.
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(a)
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Pre-1985
Subaccount.
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(i)
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For
an employee who made the election regarding payroll deductions provided
in
this Subsection, or who elected to have credited under this Plan
BEP
Salary Reductions, a SSIP Equalization Benefit shall be provided
with
respect to any class or classes of the SSIP before January 1, 1985
with
respect to which Company or employee contributions were subject to
the
Limitations.
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(ii)
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If
at any time during a plan year ending before January 1, 1985 it appeared
that contributions by or on behalf of an employee (including any
related
Company matching contributions) to the SSIP would be subject to the
Limitations, such an employee may have elected to have the Company
retain
in its general funds and have credited for purposes of computing
a
member's subaccount of the SSIP Equalization Benefit under this Section
3.02(a):
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(A)
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by
payroll deduction authorization under this Plan that portion of the
amount
the employee had elected to contribute as employee regular savings
contributions to the SSIP for such pay period (by a payroll deduction
authorization in effect for such pay period under paragraph IV of
the
SSIP) which, when added to all other actual and projected Annual
Additions
as defined under paragraph XXXI of the SSIP during such plan year,
exceeded the Limitations.
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(B)
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that
portion of regular savings and related earnings which have been returned
to the employee pursuant to the provisions of paragraph XXXI of the
SSIP,
and
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(C)
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the
employee's BEP Salary Reductions.
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(iii)
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There
has been established for each eligible employee a subaccount for
periods
of participation under this Section 3.02(a) under the SSIP Equalization
Benefit Account. This subaccount shall be equal to the amounts retained
by
the Company pursuant to Section 3.02(a)(ii) of this Plan adjusted
on the
basis of investment performance and the member's election as to investment
of funds under paragraph VIII and transfer of the value of employee
and
Company contributions under paragraph IX of the SSIP as though
contributions and credits to the member's account hereunder had been
so
invested less any withdrawals pursuant to Section 3.02(a)(iv) of
this
Plan; provided, however, that an election by a Company officer of
investment in Company common stock shall not apply under this Plan
with
respect to contributions pursuant to Section 3.02(a)(ii) of this
Plan
(other than related Company matching contributions) which were made
or
credited hereunder by or on behalf of such Company officer; and the
officer will be required to make any other investment election permitted
under paragraph VIII of the SSIP with respect to such
amounts.
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(iv)
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An
employee may not withdraw any amounts in excess of the member's regular
savings contributions under this Plan and may not borrow against
the
subaccount of the member's SSIP Equalization
Benefit.
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(v)
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The
SSIP Equalization Benefit under this Section 3.02(a) shall be equal
to the
amount at the time of distribution credited to the employee's subaccount
of the SSIP Benefit Equalization Account as determined under Section
3.02(a)(iii) above.
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| (b) |
Post-1984
Subaccount.
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(i)
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If
at any time during a plan year beginning on or after January 1, 1985
contributions by or on behalf of an employee and related Company
matching
contributions to the SSIP are subject to the Limitations there shall
be
credited for purposes of computing the eligible employee's SSIP
Equalization Benefit under this Section 3.02(b) an amount equal to
the
Company matching contributions which would have been made under the
SSIP
based upon the employee's SSIP elections except that such Company
matching
contributions cannot be made because of the Limitations. For periods
on or
after October 1, 1995, the Company Matching Contributions shall be
made in
the form of units in the Ford Stock Fund rather than shares of Ford
common
stock.
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| (ii) |
There
shall be established for each eligible employee a subaccount for
periods
of participation under this Section 3.02(b) under the SSIP Equalization
Benefit Account. For periods prior to May 1, 1996, this subaccount
shall
be equal to the amounts credited by the Company pursuant to Section
3.02(b)(i) of this Plan adjusted on the basis of investment performance
and any election by the member to transfer the value of matured Company
matching contributions under paragraph 4.2 of the SSIP, as though
credits
to the member's account hereunder had been so invested. For periods
May 1,
1996 and after, this subaccount shall be equal to the amounts credited
by
the Company pursuant to Section 3.02(b)(i) of this Plan and adjusted
on
the basis of investment performance attributable to any separate
investment election made by an eligible employee (other than a Company
officer) on or after May 1, 1996. The investment options for managing
the
sub account shall be identical to the investment options specified
in
Article VIII of the SSIP, although they will have separate fund codes.
Any
BEP credits earned will be based on the investment options available
under
Article VIII of the SSIP. The Designated Third Party Administrator
will
maintain the accounts and process the elections and otherwise be
the
recordkeeper with respect to this subaccount. Company officers with
this
subaccount are not eligible to reallocate or transfer credits under
the
subaccount from the Ford Stock Fund to other investment options,
or from
other investment options to the Ford Stock
Fund.
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(iii)
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An
employee may not withdraw any amounts credited under this Section
3.02(b)
and may not borrow against this subaccount of the member's SSIP
Equalization Benefit. This subaccount will not accept rollovers from
other
plans.
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(iv)
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The
SSIP Equalization Benefit under this Section 3.02(b) shall be equal
to the
amount at the time of distribution credited to the employee's subaccount
of the SSIP Benefit Equalization Account as determined under Section
3.02(b)(ii) above.
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| (v) |
In
the event of death of an eligible employee with an SSIP Benefit
Equalization subaccount, the balance of the subaccount shall be payable
to
the same beneficiary as the eligible employee has designated under
Article
XIV of the SSIP unless the eligible employee makes a separate designation
under this Plan pursuant to the rules established by the
Committee.
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|
(c)
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Payment
of SSIP Equalization
Benefit.
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| (i) |
Shall
be paid in a lump sum cash payment by the Company to the employee
or, if
the employee is deceased, to the employee's beneficiary under the
SSIP,
and shall be made as soon as practicable after the earlier of death
or
Separation From Service.
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| (ii) |
Notwithstanding
any other provision of the Plan to the contrary, if a Specified Employee
incurs a Separation From Service, payment of the amount credited
to their
SSIP Equalization Benefit sub account, accrued or vested after
December
31, 2004 shall be paid no earlier than the first day of the seventh
month
following Separation From Service. Any distribution delayed under
this
Section shall not bear interest. Specified Employees will be permitted
to
continue to manage their investment elections in their sub account
during
the six-month delay and the Company assumes no responsibility for
resulting gains or losses.
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| 3.03 |
Ford
Retirement Plan (FRP) Equalization
Benefits
|
| (a) |
FRP
Subaccount.
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| (i) |
The
Company shall establish a book entry account for each eligible employee
for purposes of computing the employee's FRP Equalization Benefit
under
this Section 3.03. The eligible employee's FRP Equalization Benefit
under
this Subsection 3.03(a) shall be equal to the amount(s) credited
to the
book entry account at the time of
distribution.
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| (ii) |
If,
at any time during a plan year beginning on or after January 1, 2004,
contributions made to the FRP on behalf of an eligible employee are
limited due to the application of the Limitations, there shall be
credited
to the book entry account established for the employee pursuant to
this
Subsection 3.03(a) an amount equal to the amount of Company contributions
that would have been made under the FRP on behalf of the employee
but for
the application of the Limitations.
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| (iii) |
Each
eligible employee's book entry account also will be credited or debited
with amounts determined based on investment options selected by the
eligible employee under this Subsection 3.03(a)(iii). The investment
options available for selection under this Subsection 3.03(a)(iii)
shall
be identical to the investment options available under the FRP, but
will
have separate fund codes. Each eligible employee shall select which
investment options are to be used in determining the employee's FRP
Equalization Benefit. In the absence of an investment selection by
an
eligible employee, the employee's book entry account will be credited
or
debited with amounts based on the appropriate Fidelity Freedom Fund
offered under the FRP as identified by the Company for the employee.
The
Designated Third Party Administrator will maintain a record of each
book
entry account, process investment selections, and otherwise be the
record
keeper of the book entry accounts. Investment options selected under
this
Section 3.03 shall be used solely for purposes of determining an
eligible
employee's FRP Equalization Benefit. An eligible employee's FRP
Equalization Benefit will be based on the value of the eligible employee's
book entry account as if the amounts in the book entry account had
been
invested in actual investments selected by the employee; however,
no such
investments shall be made on behalf of the eligible employee. Eligible
employees shall not have voting rights or any other ownership rights
with
respect to any investment options selected as the measuring mechanism
for
book entry accounts established under this Section 3.03.
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| (iv) |
Employees
may not withdraw or borrow against amounts credited to any book account
under this Subsection 3.03(a). Book entry accounts will not accept
rollovers from other plans.
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| (b) |
Payment
of FRP Equalization
Benefit.
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| (i) |
Shall
be paid in a lump sum cash payment by the Company to the eligible
employee
or, if the eligible employee is deceased, to the eligible employee's
beneficiary under the FRP, and shall be made as soon as practicable
after
the earlier of the eligible employee's death or Separation From Service.
In the event of the death of an eligible employee with a FRP Benefit
Equalization book entry account, the balance of the book entry account
shall be payable to the same beneficiary as the eligible employee
designated under Article XII of the FRP, unless the eligible employee
makes a separate designation under this Plan pursuant to the rules
established by the Committee.
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| (ii) |
Notwithstanding
any other provision of the Plan to the contrary, if a Specified Employee
incurs a Separation From Service, payment of any amount credited
to the
Specified Employee's FRP Equalization Benefit book entry account,
accrued
or vested after December 31, 2004, shall not be made earlier than
the
first day of the seventh month following Separation From Service.
The FRP
Equalization Benefit under this Subsection 3.03(b) shall be equal
to the
amount credited to the eligible employee's book entry account at
the time
of distribution as determined under Subsection 3.03(a). Specified
Employees will be permitted to continue to manage their book entry
accounts during the six-month delay and the Company assumes no
responsibility for resulting gains and/or
losses.
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| (a) |
Group
I and Group II Employees
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|
For
purposes of this paragraph, a "Group I Employee" shall mean a U.S.
Visteon
Employee who as of July 1, 2000 was eligible for immediate normal
or
regular early retirement under the provisions of the GRP as in effect
on
July 1, 2000. A "Group II Employee" shall mean a U.S. Visteon Employee
who
(i) was not a Group I Employee; (ii) had as of July 1, 2000 a combination
of age and continuous service that equals or exceeds sixty (60) points
(partial months disregarded); and (iii) could become eligible for
normal
or regular early retirement under the provisions of the GRP as in
effect
on July 1, 2000 within the period after July 1, 2000 equal to the
employee's Ford service as of July 1, 2000. A Group I or Group II
Employee
shall retain eligibility to receive a GRP Equalization Benefit and/or
a
SSIP Equalization Benefit and shall receive such benefits as are
applicable under the terms of the Plan in effect on the retirement
date,
based on meeting eligibility criteria as of July 1, 2000 with respect
to
GRP or SSIP participation prior to July 1, 2000 and upon incurring
a
Separation From Service from Visteon, or from the Company for Group
I or
II Employees who return to Company employment pursuant to the Visteon
Salaried Employee Transition Agreement dated as of October 1, 2005
and any
subsequent amendments thereto.
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| (b) |
Group
III Employees.
|
|
For
purposes of this paragraph, a "Group III Employee" shall mean a U.S.
Visteon Employee who participated in the GRP prior to July 1, 2000
other
than a Group I or Group II Employees. The Plan shall have no liability
for
a GRP Equalization Benefit and/or a SSIP Equalization Benefit payable
to
Group III Employees who were otherwise eligible hereunder with respect
to
GRP or SSIP participation prior to July
1, 2000 on or after July 1, 2000.
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