DELPHI 2011 Annual Report Download - page 164

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been increased to $590,000. In addition, to provide operational continuity in this important new role, on February 15, 2012, in addition to his RSU award
described above, Mr. Spencer was also awarded a one-time grant of 47,393 RSUs, which will cliff vest on February 15, 2015. Should Mr. Spencer terminate
his employment without good reason (as defined in his award agreement) or be terminated for cause by Delphi prior to the vesting date, he will forfeit this
one-time special grant in full. A form of award agreement for Mr. Spencer is attached as an exhibit to this filing.
Also on February 15, 2012, the Board approved adjustments to Rodney O'Neal's compensation to provide both operational continuity and further align
Mr. O'Neal's compensation opportunity with the interests of the shareholders. Beginning in 2012, Mr. O'Neal's annual incentive target was reduced by 18%, to
$1,800,000. His long-term incentive award target was increased by 9%, to $6,000,000. After completion of one year of service following the grant date, Mr.
O'Neal will not forfeit any unvested performance-based or time-based RSUs in the event he retires or otherwise terminates employment with Delphi (other
than for cause) prior to the normally scheduled vesting date. Mr. O'Neal will also receive a cash continuity payment of $500,000 on each of January 15, 2013,
2014 and 2015, provided that he remains employed by Delphi on December 31st of the year preceding the payment date. A compensation agreement more
fully describing the terms of above referenced compensation, including the 2012 long-term incentive award, is attached as an exhibit to this filing.
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