DELPHI 2011 Annual Report Download - page 219

Attachment C
CONFIDENTIALITY AND NONINTERFERENCE AGREEMENT
In recognition of the critical role that you play as an executive with Delphi Automotive PLC and/or one of its direct or indirect subsidiaries or affiliates
(collectively, "Delphi" or the "Company"), and as consideration for any and all awards to be granted to you under the Delphi Automotive PLC Long Term
Incentive Plan (the "Plan") and/or for other good and valuable consideration, you ("Employee" or "you") agree to the terms and conditions of this
Confidentiality and Noninterference Agreement (this "Agreement") as follows:
1. Covenants.
(a) You acknowledge and agree that: (i) as an executive, you have been and will be exposed to some of the most sensitive and confidential
information possessed by or relating to Delphi, including strategic plans, marketing plans, information regarding long-term business opportunities and
information regarding the development status of specific Company products, as well as extensive assessments of the competitive landscape of the industries in
which the Company competes; and (ii) this information represents the product of the Company's substantial investment in research and innovation, is critical
to the Company's competitive success, is disclosed to the Company's executives only on a strictly confidential basis, and is not made accessible to the public
or to the Company's competitors.
(b) You further acknowledge and agree that: (i) the business in which the Company is engaged is intensely competitive and that your position and
employment by Delphi has required, and will continue to require, that you have access to, and knowledge of, valuable and sensitive information relating to
Delphi and its business including, but not limited to, information relating to its products and product development, pricing, engineering and design
specifications, trade secrets, customers, suppliers, unique and/or proprietary software and source code, and marketing plans (collectively, "Confidential
Information"); (ii) the direct or indirect disclosure of such Confidential Information would place the Company at a serious competitive disadvantage and
would do serious damage, financial and otherwise, to the business of the Company and may constitute misappropriation and/or improper use of trade secrets
in violation of applicable laws; (iii) you have been and will be given access to, and have been or will be able to develop relationships with, customers,
suppliers and employees of the Company at the time and expense of the Company; and (iv) by your training, experience and expertise, your services to the
Company are, and will continue to be, extraordinary, special and unique.
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