UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October 3, 2007

Delphi Corporation

 

(Exact Name of Registrant as Specified in Its Charter)

Delaware		1-14787		38-3430473
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5725 Delphi Drive, Troy, MI   (Address of Principal Executive Offices)		48098   (Zip Code)

(248) 813-2000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On October 3, 2007, the United States (“U.S.”) Bankruptcy Court for the Southern District of New York entered a final order (the “Supplemental Order”) granting the motion of Delphi Corporation (“Delphi”) and certain of its U.S. subsidiaries, which together with Delphi filed voluntary petitions for reorganization relief under chapter 11 of the U.S. Bankruptcy Code (each a “Debtor”), to continue the Short-Term At Risk Performance Payment Program (the “Program”) for the six-month period running from July 1, 2007 through December 31, 2007 (the “Performance Period”) under substantially the same terms and conditions outlined in the order authorizing the Debtors to implement an annual incentive plan for the first half of 2007 as disclosed in Form 8-K filed on March 30, 2007 with new corporate and divisional targets for the Performance Period. The performance targets are subject to certain adjustments on a dollar-for-dollar basis to reflect any positive or negative variance between the assumptions underlying the Debtors’ forecasted financial results for the Performance Period and the terms of the agreements reached with Delphi’s labor unions and General Motors Corporation. In addition, the unsecured creditors committee in Delphi’s bankruptcy proceedings is authorized to adjust by up to $200 million, for measurement purposes, the corporate performance, but not below the target, to account for direct net savings realized by the Debtors as a result of any action, event or circumstance not contemplated by such forecasted financial results. The Program applies to approximately 450 individuals holding executive positions with Delphi or one of its affiliated Debtors in the U.S. during the Performance Period, including Delphi’s President and Chief Executive Officer, Chief Financial Officer, and each other named executive officer. By voluntary agreement, Delphi’s current Executive Chairman will not participate in the Program. The Program authorized by the Supplemental Order would pay approximately $20.2 million for the achievement of target levels of performance and has a maximum payout of $37.6 million. An annual incentive plan mirroring the Program continues to apply to approximately 110 individuals holding executive positions at non-Debtor subsidiaries of Delphi. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Supplemental Order, a copy of which is attached hereto as Exhibit 99(a).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits. The following exhibit is being furnished as part of this report.

Exhibit
Number				Description
	99	(a)		Supplemental Order

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.