DELPHI 2011 Annual Report Download - page 178

any other or subsequent breach or condition whether of like or different nature. Any amendment or modification of or to any provision of this Agreement, or
any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given.
(d) Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the
Participant.
(e) Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and the
Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to
confer on anyone other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.
(f) Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
(g) Participant Undertaking. By accepting this Award, the Participant agrees to execute the Confidentiality and Noninterference Agreement included as
Attachment C and to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out
or give effect to any of the obligations or restrictions imposed on the Participant pursuant to the provisions of this Agreement.
(h) Plan. The Participant acknowledges and understands that material definitions and provisions concerning this Award and the Participant's rights and
obligations with respect thereto are set forth in the Plan. The Participant has read carefully, and understands, the provisions of the Plan.
(i) Risk Statement. The Participant acknowledges and accepts that the future value of the Shares is unknown and cannot be predicted with certainty and
that the value of the Award at the time when the Earned RSU Shares are delivered may be less than the value of the Award on the Grant Date. The Participant
understands that if he or she is in any doubt as to whether he or she should accept this Award, the Participant should obtain independent advice.
(j) Governing Law. The Agreement shall be governed by the laws of the State of New York, without application of the conflicts of law principles
thereof.
(k) No Right to Continued Service. The granting of the Award evidenced hereby and this Agreement shall impose no obligation on the Company
A-6