DELPHI 2011 Annual Report Download - page 214

(c) Continuity Incentive RSU Shares. As soon as practicable and within 30 days following the final Time-Based Vesting Date, the Company shall
deliver to the Participant the vested Continuity Incentive RSU Shares.
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, the vested Continuity Incentive 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.
(b) Voting Rights. The Participant shall not have voting rights with respect to the Target RSU Shares, the Earned RSU Shares or, if applicable, any
Dividend Shares unless and until such Shares are delivered to the Participant.
Section 8. Miscellaneous Provisions.
(a) Notices. All notices, requests and other communications under this Agreement shall be in writing and shall be delivered in person (by courier or
otherwise), mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission, as follows:
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