DELPHI 2011 Annual Report Download - page 163

Table of Contents
The form of award agreement for the RSU grant described above is attached as an exhibit to this Annual Report. For all officers, including the NEOs,
75% of the target shares underlying the RSU award will vest based on performance, with a performance period from January 1, 2012 to December 31, 2014.
The remaining 25% of the target shares will be issued in the form of a time-based RSU award and will vest ratably over three years beginning on the first
anniversary of the date of grant. The actual shares that each NEO will receive upon vesting of the performance-based target shares will range from 0% to
200% of the performance-based target shares based upon the Company's achievement of the following performance metrics:
Performance Metric Weighting
Average RONA (1) 50%
Cumulative Net Income (2) 30%
Relative Total Shareholder Return (3) 20%
(1) Return on Net Assets ("RONA") is defined as tax-affected operating income, divided by average net working capital plus average net property,
plant and equipment expense and is measured each calendar year. Final performance will be based upon the three-year average of calendar year
performance for 2012, 2013 and 2014.
(2) Cumulative Net Income is based upon the total net income for the three-year period of 2012, 2013 and 2014.
(3) Relative Total Shareholder Return is a comparison of the average closing price per share of the Company's ordinary shares for all available
trading days in the fourth quarter of 2014 against the average closing price per share of the Company's ordinary shares for all available trading
days in fourth quarter of 2011, including dividends; the resulting percentage change is then compared to a comparable measure of the Russell
3000 Auto Parts Index companies. Actual payout will be based upon the Company's position relative to the companies listed in the index, as more
fully described in the grant agreement.
Organizational Changes
As a market leader in technology, product development and operational excellence, we are committed to providing our investors and shareholders with
strong financial performance. To further strengthen our capabilities, on February 15, 2012, the Committee and the Board approved certain organizational
changes, which also resulted in changes to compensation we provide to Messrs. O'Neal, Owens and Spencer.
Jeffrey Owens has assumed the new role of Senior Vice President of Delphi and Chief Technology Officer. Focused on the long-range growth and
technology success of Delphi, Mr. Owens will drive innovation and technology strategies to promote growth while leading the evaluation of advanced
technologies and market trends. He will drive alignment of engineering resources and capabilities, including capacity planning for the global engineering
footprint to achieve the company's business goals. In recognition of the need for continuity in this important new role, on February 15, 2012, in addition to his
RSU award described above, Mr. Owens was also awarded a one-time grant of 47,393 RSUs, which will cliff vest on February 15, 2015. Should Mr. Owens
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. Owens is attached as an exhibit to this Annual Report.
James Spencer has assumed the new role of Senior Vice President of Delphi and Sector President of Electrical and Electronics, and will have
responsibility for Delphi Electrical/Electronic Architecture and Delphi Electronics and Safety. Mr. Spencer's role will provide focus in order to leverage our
broad electrical and electronics capabilities as these technologies are becoming more integral to our larger product portfolio. Using our combined electrical
and electronics expertise, this strategic alignment will enable us to accelerate our product offerings and grow our business. In recognition of his additional
responsibilities, Mr. Spencer's base salary has
161