DELPHI 2011 Annual Report Download - page 176

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.
Section 5. Delivery of Shares. Subject to Section 4:
(a) Time-Based RSU Shares. As soon as practicable and within 30 days following each Time-Based Vesting Date, the Company shall deliver to the
Participant the portion of the Time-Based RSU Shares that vests on such Time-Based Vesting Date.
(b) Performance-Based RSU Shares. The Company shall deliver any Earned Performance-Based RSU Shares to the Participant as soon as practicable
following the Performance-Based Vesting Date but in no event later than March 15, 2015.
Section 6. Dividend Equivalents. If a dividend is paid on Shares during the period commencing on the Grant Date and ending on the date on which the
vested Time-Based RSU Shares or the Earned Performance-Based RSU Shares (together, the "Earned RSU Shares") are delivered to the Participant, the
Participant shall be eligible to receive an amount equal to the amount of the dividend that the Participant would have received had the Earned RSU Shares
been delivered to the Participant as of the time at which such dividend is paid, which amount shall be calculated and reinvested in Shares as of the time at
which such dividend is paid. No such amount shall be payable with respect to any portion of the Award that is forfeited pursuant to Section 3. Such amount
shall be paid to the Participant on the date on which the Earned RSU Shares are delivered to the Participant and shall be paid in Shares; provided that the
Committee retains the discretion to pay such amount in cash rather than Shares in the event that an insufficient number of Shares are authorized and available
for issuance under the Plan. Any Shares that the Participant is eligible to receive pursuant to this Section 6 are referred to herein as "Dividend Shares."
Section 7. Additional Terms and Conditions.
(a) Issuance of Shares. Upon delivery of the Earned RSU Shares and, if applicable, any Dividend Shares, such Shares shall be evidenced by book-entry
registration; provided, however, that the Committee may determine that such Shares shall be evidenced in such other manner as it deems appropriate,
including the issuance of a share certificate or certificates. Any such fractional Shares shall be rounded using conventional rounding methods.
A-4