DELPHI 2011 Annual Report Download - page 193

(b) Replacement Awards. An Award shall meet the conditions of this Section 4(b) (and thereby qualify as a Replacement Award) if the following
conditions are met:
(i) The Award has a value at least equal to the value of the Replaced Award;
(ii) The Award relates to publicly-traded equity securities of the Company or its successor following the Change in Control or another entity
that is affiliated with the Company or its successor following the Change in Control; and
(iii) The other terms and conditions of the Award are not less favorable to the Participant than the terms and conditions of the Replaced Award
(including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 4(c)).
Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the
preceding sentence are satisfied. The determination of whether the conditions of this Section 4(b) are satisfied shall be made by the Committee, as constituted
immediately before the Change in Control, in its sole discretion.
(c) Termination of Service following a Change in Control. If the Participant experiences a Termination of Service for any reason following the Change
in Control, in connection with or during a period of 2 years after the Change in Control, any Replacement Award that replaces this Award, to the extent not
vested as of such Termination of Service, shall vest in full and all previously undelivered Time-Based RSU Shares and Performance-Based RSU Shares shall
be delivered to the Participant as soon as practicable and within 30 days following such termination. The total number of Performance-Based RSU Shares
delivered to the Participant pursuant to this Section 4(c) shall equal (i) the greater of (A) the number of Earned Performance-Based RSU Shares that would
vest if the effective date of the Change in Control were deemed to be the Performance-Based Vesting Date, or (B) 100% of the Performance-Based RSU
Shares granted under this Award, minus (ii) the number of Performance-Based RSU Shares, if any, that were previously delivered to the Participant. For
purposes of clause (c)(i)(A), the determination of performance shall be the same determination made by the Committee, as constituted immediately before the
Change in Control, for purposes of vesting of RSU awards held by non-officer executives of the Company whose awards (A) were granted in respect of the
same Performance Period as defined in this Agreement, (B) were determined using the same performance metrics described in Attachment B to this
Agreement and (C) vested on the effective date of such Change in Control.
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