Exhibit 10-S
SELECT RETIREMENT PLAN
Section 1. Introduction. On June 9, 1994, the Company established this Plan
for the purpose of providing voluntary retirement incentives to selected U.S.
Company employees who are assigned to the Supplemental Compensation Roll,
Private Salary Roll or Executive Career Band of the Company, constituting a
select group of management or highly compensated employees.
Section 2. Definitions. As used in the Plan, the following terms shall have
the following meanings, respectively:
2.01 "Benefit Equalization Plan" or "BEP" means the Ford Motor Company
Benefit Equalization Plan, as it may be amended.
2.02 "Company" means Ford Motor Company and such of its domestic
Subsidiaries that participate in the Retirement Plans.
2.03 "Contributory Service" means without duplication the years and any
fractional year of contributory service at retirement, not exceeding
one year for any calendar year, of the Eligible Executive under the
General Retirement Plan.
2.04 "Credited Service" means without duplication the years and any
fractional year of credited service at retirement, not exceeding one
year for any calendar year, of the Eligible Executive under the
General Retirement Plan.
2.05 "Deferred Equalization Plan" or "DEP" means the Ford Motor Credit
Company Deferred Equalization Plan, as it may be amended.
2.06 "Eligible Executive" means a Company employee who is
(i) at least age 55 as of the Retirement Effective Date, except
as otherwise provided in Section 8, and who has at least ten
years of service recognized for eligibility to receive a
benefit under the General Retirement Plan as of the
Retirement Effective Date,
(ii) assigned to the Supplemental Compensation Roll, Private
Salary Roll or Executive Career Band of the Company, or
their equivalents, and
(iii) selected by the Company to participate in the Select
Retirement Plan.
An Eligible Executive shall not include a Company employee
who is an employee of Jaguar Cars, a division of the
Company, until such an employee becomes a participant in one
or more of the Retirement Plans, and then only to the extent
of service recognized under such Retirement Plans for
benefit calculation purposes.
-2-
2.07 "Executive Separation Allowance Plan" or "ESAP" means the Ford Motor
Company Executive Separation Allowance Plan, as it may be amended.
2.08 "General Retirement Plan" or "GRP" means the Ford Motor Company
General Retirement Plan, as it may be amended.
2.09 "Plan" means the Select Retirement Plan of Ford Motor Company.
2.10 "Retired Executive" means an Eligible Executive who voluntarily elects
to retire from the Company under the terms and conditions of this Plan
and who retires on the Retirement Effective Date.
2.11 "Retirement Effective Date" means the date that the Eligible Executive
and the Company mutually agree shall be the effective date of his or
her retirement under the Company's Retirement Plans, and such date
shall be only on the first of a month. If a Retired Executive elects
an ESAP benefit as of the Retirement Effective Date and defers receipt
of the GRP benefit until the Retired Executive attains age 65,
Retirement Effective Date means the date the Retired Executive
commences receipt of the GRP benefit, for purposes of determining the
minimum 15% improvement described in Section 5.01.
2.12 "Retirement Plans" means the General Retirement Plan, the Benefit
Equalization Plan, the Supplemental Executive Retirement Plan, the
Executive Separation Allowance Plan and the Deferred Equalization
Plan.
2.13 "Select Benefits" means the retirement benefits described in Section 5
of this Plan.
2.14 "Subsidiary" means, as applied with respect to any person or legal
entity specified, a person or legal entity a majority of the voting
stock of which is owned or controlled, directly or indirectly, by the
person or legal entity specified.
2.15 "Supplemental Executive Retirement Plan" or "SERP" means the Ford
Motor Company Supplemental Executive Retirement Plan, as it may be
amended.
Section 3. Elections
3.01 Effective Elections. An Eligible Executive who voluntarily elects to
retire under the terms of the Plan must submit to the Company a
completed and signed election form stating that the retirement is
voluntary and designating a Retirement Effective Date. The Company
shall provide the election forms and no other election forms shall be
used.
3.02 Revocations of Elections. An Eligible Executive may revoke an election
to retire by giving written notice to the Company prior to the
Retirement Effective Date. No revocations will be effective if
received after the Retirement Effective Date.
-3-
Section 4. Eligibility for Retirement Plans. The eligibility of an Eligible
Executive to receive a benefit under this Plan shall be determined in
accordance with the provisions of the Retirement Plans after giving
effect to the following adjustments:
Eligibility Service under the SERP shall be adjusted by
adding three years of Eligibility Service to the years of
Eligibility Service the Eligible Executive has attained as
of the Retirement Effective Date; and
For purposes of meeting the minimum eligibility requirements
under Section 2 of ESAP, (i) three years of Executive Roll
service shall be added to the Eligible Retired Executive's
Executive Roll Service as of the Retirement Effective Date,
and (ii) three years of Contributory Service shall be added
to the Eligible Executive's years of Contributory Service as
of the Retirement Effective Date, without the requirement of
employee contributions.
In the event an Eligible Executive becomes eligible to receive a benefit under
this Plan solely because of the service adjustments described above, the Select
Benefits shall be calculated as provided in Section 5 below and shall be payable
exclusively under this Plan rather than SERP or ESAP, as applicable.
Section 5. Calculation of Select Benefits.
5.01 GRP Select Benefits. The GRP Select Benefit payable to a Retired
Executive shall be an amount equal to the difference between (X) and
(Y) where (X) is the GRP benefit determined under the terms of the GRP
after giving effect to the following adjustments:
Add three years to the Retired Executive's attained age as
of the Retirement Effective Date only for the purpose of
determining the applicable early retirement reduction
factors set forth in Appendix G to the GRP and three years
to the Retired Executive's years of Contributory Service as
of the Retirement Effective Date, without the requirement of
employee contributions; and
Final Average Monthly Salary for a Retired Executive under
the terms of this Plan shall be determined as if the Retired
Executive had been a Contributing member and received
Contributory Service for three additional years after the
Retirement Effective Date at the Retired Executive's Salary
in effect as of the date immediately preceding the
Retirement Effective Date;
and (Y) is the GRP benefit determined under the terms of the
GRP in effect as of the Retirement Effective Date,
regardless of whether an application for GRP benefits has
been submitted or GRP benefit payments have begun.
-4-
The GRP Select Benefit determined as of the Retirement
Effective Date shall be an amount equal to at least a
fifteen percent (15%) improvement to the GRP benefit
determined under the terms of the GRP in effect as of the
Retirement Effective Date. If the Retired Executive's
benefit under the GRP is redetermined at Age 62 and One
Month, the GRP Select Benefit shall be redetermined and
adjusted such that the GRP Select Benefit shall be an amount
equal to at least a fifteen percent (15%) improvement to the
GRP benefit redetermined under the terms of the GRP then in
effect as of the redetermination date.
5.02 SERP Select Benefits. The SERP Select Benefit applicable to a
Retired Executive who is otherwise eligible, or who becomes eligible,
for a SERP benefit under the terms of the SERP in effect as of the
Retirement Effective Date, as modified by Section 4 of this Plan,
shall be an amount equal to the difference between (X) and (Y) where
(X) is the SERP benefit determined under the terms of the SERP after
giving effect to the following adjustments:
Add three years to the Retired Executive's attained age as
of the Retirement Effective Date and three years of Credited
Service to the Retired Executive's years of Credited Service
as of the Retirement Effective Date; and
The Final Five Year Average Base Salary for a Retired
Executive receiving Credited Service immediately preceding
his or her Retirement Effective Date under the terms of this
Plan shall be determined as if the Retired Executive had
continued to receive Credited Service for three additional
years after the Retirement Effective Date at the Retired
Executive's Monthly Base Salary;
and (Y) is the SERP benefit determined under the terms of
the SERP in effect as of the Retirement Effective Date.
The SERP Select Benefit determined as of the Retirement
Effective Date shall be an amount equal to at least a
fifteen percent (15%) improvement to the SERP benefit
determined under the terms of the SERP in effect as of the
Retirement Effective Date.
5.03 ESAP Select Benefits. The ESAP Select Benefit applicable to a Retired
Executive who is otherwise eligible, or who becomes eligible, for an
ESAP benefit under the terms of the ESAP in effect as of the
Retirement Effective Date, as modified by Section 4 of this Plan,
shall be an amount equal to the difference between (X) and (Y) where
(X) is the ESAP benefit determined under the terms of the ESAP in
effect as of the Retirement Effective Date after giving effect to the
following adjustments:
-5-
Add three years to the Retired Executive's attained age as
of the Retirement Effective Date; and
Add three years of service to the Retired Executive's years
of service as of the Retirement Effective Date;
and (Y) is the ESAP benefit calculated under the terms of
the ESAP in effect as of the Retirement Effective Date.
The ESAP Select Benefit determined as of the Retirement
Effective Date shall be an amount equal to at least a
fifteen percent (15%) improvement to the ESAP benefit
determined under the terms of the ESAP in effect as of the
Retirement Effective Date.
5.04 DEP Select Benefits. The DEP Select Benefit applicable to a Retired
Executive who is otherwise eligible for a DEP benefit under the terms
of the DEP in effect as of the Retirement Effective Date, shall be an
amount equal to the difference between (X) and (Y) where (X) is the
DEP benefit determined under the terms of the DEP after adjusting
Final Average Monthly Salary as if the Retired Executive had been a
Contributing member and received Contributory Service for three
additional years after the Retirement Effective Date at the Retired
Executive's Salary and (Y) is the DEP benefit determined under the
terms of the DEP in effect as of the Retirement Effective Date.
Section 6 Administration of Select Benefits. Except as otherwise
specifically provided in this Plan, the Select Benefits attributable to the
Retirement Plans shall be administered by the Company in the same manner as if
the Select Benefits were payable directly from such Retirement Plans. This means
that the underlying eligibility rules (except as modified by Section 4 of this
Plan), vesting rules, earning out provisions and survivorship provisions of the
Retirement Plans, if any, shall apply to the Select Benefits as if such
provisions were fully incorporated in this Plan.
Section 7. Payments. The Select Benefits determined under Section 5 shall
be payable out of the Company's general funds monthly, beginning on the
Retirement Effective Date. Payments to a Retired Executive shall cease at the
end of the month in which the Retired Executive dies. Survivor benefits, if any,
payable under this Plan shall be determined in accordance with the Retirement
Plans after giving effect to the adjustments described herein.
Section 8. Reduction of Minimum Age Eligibility.
8.01 Authority to Reduce Minimum Age Eligibility. The Chief Executive
Officer of the Company shall have the authority, from time to time in
his or her sole and absolute discretion, to reduce the minimum age
eligibility specified in Section 2.06(i) of the Plan from age 55 to
age 52.
8.02 Under Age 55 Select Benefits. If an Eligible Executive becomes
eligible to receive a Select Benefit under this Plan pursuant to
Section 8.01, the Select Benefits shall be calculated as provided in
Sections 5 and 7 above. When a
-6-
benefit becomes payable to the Eligible Executive under the
Retirement Plans, the amount of the Select Benefits shall be reduced
by the amounts payable from such other Retirement Plans.
8.03 Subsidiary Retirement Plans. If an Eligible Executive under age 55
would have become eligible for a regular early retirement benefit from
a Subsidiary's retirement plan if he or she had remained in Subsidiary
employment until the minimum age or service eligibility requirements
under such Subsidiary's plan were met, this Plan shall pay the
equivalent Subsidiary early retirement benefit that otherwise would
have been paid if the minimum eligibility requirements were met on the
Retirement Effective Date. The payment shall cease at such time as the
regular early retirement benefit from the Subsidiary's plan becomes
payable. If the Subsidiary's plan shall pay only a deferred vested
benefit at age 55, the payment shall cease at death of the Eligible
Executive. Survivor benefits, if any, shall cease at death of the
Surviving Spouse. Any payments payable under this Plan shall be
reduced by the amount of the deferred vested or survivor's benefit
payable under such Subsidiary's plan. The amounts payable pursuant to
this paragraph shall be in addition to any other Select Benefits that
otherwise may be payable under this Plan.
Section 9. General Provisions.
9.01 Plan Administration and Interpretation. The Vice President - Human
Resources and the Group Vice President and Chief Financial Officer
shall have full power and authority on behalf of the Company to
administer and interpret the Plan. In the event of a change in a
designated officer's title, the officer or officers with functional
responsibility for the Retirement Plans shall have the power and
authority to administer and interpret the Plan. All decisions with
respect to the administration and interpretation of the Plan shall be
final and binding upon all persons.
9.02 Deductions. The Company may deduct from any payment of Select Benefits
to a Retired Executive all amounts owing to it by such Retired
Executive for any reason, and all taxes required by law or government
regulation to be deducted or withheld.
9.03 No Contract of Employment. The Plan is an expression of the Company's
present policy with respect to Eligible Executives. It is not a part
of any contract of employment. No Eligible Executive, Retired
Executive or any other person shall have any legal or other right to
any Select Benefit.
9.04 No Company Reemployment. A Retired Executive shall not be eligible for
reemployment by the Company either directly or indirectly through an
agency or otherwise. This includes, but is not limited to, employment
of a Retired Executive by the Company as a supplemental employee,
independent contractor, consultant, advisor, or agency employee,
regardless of the length of employment. It also includes employment of
a Retired Executive by a sole or single source supplier to the
Company, or employment by any supplier of the Company if the
responsibilities of the Retired Executive relate primarily to the
-7-
Company's business with the supplier, and are not merely incidental to
the performance of the Retired Executive's other job duties. A review
panel consisting of at least two representatives from Human Resources
and one representative from the Office of the General Counsel shall be
established to review Retired Executive's requests for reemployment.
The Retired Executive shall furnish to the Review Panel such
information about the proposed employment as is reasonably requested
to enable the Review Panel to evaluate the request. The Review Panel
shall have sole and absolute discretion to determine whether the
request for reemployment violates this provision. Decisions of the
Review Panel are final and binding on all parties and are not subject
to further review.
The reemployment condition may be waived by the Executive
Personnel Committee (EPC) if the proposed employment advances the
strategic interests of the Company or is otherwise determined to
be in the best interests of the Company.
In the event a Retired Executive becomes reemployed in violation
of this provision without obtaining a waiver, the EPC may suspend
Select Benefits retroactively to the date of reemployment and
recover amounts overpaid from the Retired Executive's
non-qualified benefits, if any, or any other source permitted by
law. The EPC also may terminate a Retired Executive's future
eligibility for Select Benefits or take any other action
reasonably necessary, in the EPC's sole discretion, to enforce
the provisions of this Section.
9.05 Select Benefits Not Funded. The Company's obligations under this Plan
are not funded. Select Benefits under this Plan shall be payable only
out of the general funds of the Company.
9.06 Continuing Plan. The Plan shall be an ongoing Plan and shall be made
available at the discretion of the Company. The Company may designate
certain periods within a calendar year in which offers of Select
Benefits may be made and may provide that no offers of Select Benefits
may be accepted before or after designated dates within a calendar
year. The Company also may limit the offer of Select Benefits to those
within a designated salary roll or band. Select Benefits may be
combined with additional types of termination incentives upon the
direction of the Company. Provisions of such other termination
incentives are not governed by the terms of this Plan.
9.07 Governing Law. Except as otherwise provided under federal law, the
Plan and all rights thereunder shall be governed, construed and
administered in accordance with the laws of the State of Michigan.
9.08 Amendment or Termination. The Company reserves the right to modify or
amend, in whole or in part, or to terminate this Plan, at any time
without notice.
9.09 Terms Not Otherwise Defined. Capitalized terms not otherwise defined
in this Plan shall have the same meanings ascribed to such terms under
the applicable Retirement Plans.
SELECT RETIREMENT PLAN
Section 1. Introduction. On June 9, 1994, the Company established this Plan
for the purpose of providing voluntary retirement incentives to selected U.S.
Company employees who are assigned to the Supplemental Compensation Roll,
Private Salary Roll or Executive Career Band of the Company, constituting a
select group of management or highly compensated employees.
Section 2. Definitions. As used in the Plan, the following terms shall have
the following meanings, respectively:
2.01 "Benefit Equalization Plan" or "BEP" means the Ford Motor Company
Benefit Equalization Plan, as it may be amended.
2.02 "Company" means Ford Motor Company and such of its domestic
Subsidiaries that participate in the Retirement Plans.
2.03 "Contributory Service" means without duplication the years and any
fractional year of contributory service at retirement, not exceeding
one year for any calendar year, of the Eligible Executive under the
General Retirement Plan.
2.04 "Credited Service" means without duplication the years and any
fractional year of credited service at retirement, not exceeding one
year for any calendar year, of the Eligible Executive under the
General Retirement Plan.
2.05 "Deferred Equalization Plan" or "DEP" means the Ford Motor Credit
Company Deferred Equalization Plan, as it may be amended.
2.06 "Eligible Executive" means a Company employee who is
(i) at least age 55 as of the Retirement Effective Date, except
as otherwise provided in Section 8, and who has at least ten
years of service recognized for eligibility to receive a
benefit under the General Retirement Plan as of the
Retirement Effective Date,
(ii) assigned to the Supplemental Compensation Roll, Private
Salary Roll or Executive Career Band of the Company, or
their equivalents, and
(iii) selected by the Company to participate in the Select
Retirement Plan.
An Eligible Executive shall not include a Company employee
who is an employee of Jaguar Cars, a division of the
Company, until such an employee becomes a participant in one
or more of the Retirement Plans, and then only to the extent
of service recognized under such Retirement Plans for
benefit calculation purposes.
-2-
2.07 "Executive Separation Allowance Plan" or "ESAP" means the Ford Motor
Company Executive Separation Allowance Plan, as it may be amended.
2.08 "General Retirement Plan" or "GRP" means the Ford Motor Company
General Retirement Plan, as it may be amended.
2.09 "Plan" means the Select Retirement Plan of Ford Motor Company.
2.10 "Retired Executive" means an Eligible Executive who voluntarily elects
to retire from the Company under the terms and conditions of this Plan
and who retires on the Retirement Effective Date.
2.11 "Retirement Effective Date" means the date that the Eligible Executive
and the Company mutually agree shall be the effective date of his or
her retirement under the Company's Retirement Plans, and such date
shall be only on the first of a month. If a Retired Executive elects
an ESAP benefit as of the Retirement Effective Date and defers receipt
of the GRP benefit until the Retired Executive attains age 65,
Retirement Effective Date means the date the Retired Executive
commences receipt of the GRP benefit, for purposes of determining the
minimum 15% improvement described in Section 5.01.
2.12 "Retirement Plans" means the General Retirement Plan, the Benefit
Equalization Plan, the Supplemental Executive Retirement Plan, the
Executive Separation Allowance Plan and the Deferred Equalization
Plan.
2.13 "Select Benefits" means the retirement benefits described in Section 5
of this Plan.
2.14 "Subsidiary" means, as applied with respect to any person or legal
entity specified, a person or legal entity a majority of the voting
stock of which is owned or controlled, directly or indirectly, by the
person or legal entity specified.
2.15 "Supplemental Executive Retirement Plan" or "SERP" means the Ford
Motor Company Supplemental Executive Retirement Plan, as it may be
amended.
Section 3. Elections
3.01 Effective Elections. An Eligible Executive who voluntarily elects to
retire under the terms of the Plan must submit to the Company a
completed and signed election form stating that the retirement is
voluntary and designating a Retirement Effective Date. The Company
shall provide the election forms and no other election forms shall be
used.
3.02 Revocations of Elections. An Eligible Executive may revoke an election
to retire by giving written notice to the Company prior to the
Retirement Effective Date. No revocations will be effective if
received after the Retirement Effective Date.
-3-
Section 4. Eligibility for Retirement Plans. The eligibility of an Eligible
Executive to receive a benefit under this Plan shall be determined in
accordance with the provisions of the Retirement Plans after giving
effect to the following adjustments:
Eligibility Service under the SERP shall be adjusted by
adding three years of Eligibility Service to the years of
Eligibility Service the Eligible Executive has attained as
of the Retirement Effective Date; and
For purposes of meeting the minimum eligibility requirements
under Section 2 of ESAP, (i) three years of Executive Roll
service shall be added to the Eligible Retired Executive's
Executive Roll Service as of the Retirement Effective Date,
and (ii) three years of Contributory Service shall be added
to the Eligible Executive's years of Contributory Service as
of the Retirement Effective Date, without the requirement of
employee contributions.
In the event an Eligible Executive becomes eligible to receive a benefit under
this Plan solely because of the service adjustments described above, the Select
Benefits shall be calculated as provided in Section 5 below and shall be payable
exclusively under this Plan rather than SERP or ESAP, as applicable.
Section 5. Calculation of Select Benefits.
5.01 GRP Select Benefits. The GRP Select Benefit payable to a Retired
Executive shall be an amount equal to the difference between (X) and
(Y) where (X) is the GRP benefit determined under the terms of the GRP
after giving effect to the following adjustments:
Add three years to the Retired Executive's attained age as
of the Retirement Effective Date only for the purpose of
determining the applicable early retirement reduction
factors set forth in Appendix G to the GRP and three years
to the Retired Executive's years of Contributory Service as
of the Retirement Effective Date, without the requirement of
employee contributions; and
Final Average Monthly Salary for a Retired Executive under
the terms of this Plan shall be determined as if the Retired
Executive had been a Contributing member and received
Contributory Service for three additional years after the
Retirement Effective Date at the Retired Executive's Salary
in effect as of the date immediately preceding the
Retirement Effective Date;
and (Y) is the GRP benefit determined under the terms of the
GRP in effect as of the Retirement Effective Date,
regardless of whether an application for GRP benefits has
been submitted or GRP benefit payments have begun.
-4-
The GRP Select Benefit determined as of the Retirement
Effective Date shall be an amount equal to at least a
fifteen percent (15%) improvement to the GRP benefit
determined under the terms of the GRP in effect as of the
Retirement Effective Date. If the Retired Executive's
benefit under the GRP is redetermined at Age 62 and One
Month, the GRP Select Benefit shall be redetermined and
adjusted such that the GRP Select Benefit shall be an amount
equal to at least a fifteen percent (15%) improvement to the
GRP benefit redetermined under the terms of the GRP then in
effect as of the redetermination date.
5.02 SERP Select Benefits. The SERP Select Benefit applicable to a
Retired Executive who is otherwise eligible, or who becomes eligible,
for a SERP benefit under the terms of the SERP in effect as of the
Retirement Effective Date, as modified by Section 4 of this Plan,
shall be an amount equal to the difference between (X) and (Y) where
(X) is the SERP benefit determined under the terms of the SERP after
giving effect to the following adjustments:
Add three years to the Retired Executive's attained age as
of the Retirement Effective Date and three years of Credited
Service to the Retired Executive's years of Credited Service
as of the Retirement Effective Date; and
The Final Five Year Average Base Salary for a Retired
Executive receiving Credited Service immediately preceding
his or her Retirement Effective Date under the terms of this
Plan shall be determined as if the Retired Executive had
continued to receive Credited Service for three additional
years after the Retirement Effective Date at the Retired
Executive's Monthly Base Salary;
and (Y) is the SERP benefit determined under the terms of
the SERP in effect as of the Retirement Effective Date.
The SERP Select Benefit determined as of the Retirement
Effective Date shall be an amount equal to at least a
fifteen percent (15%) improvement to the SERP benefit
determined under the terms of the SERP in effect as of the
Retirement Effective Date.
5.03 ESAP Select Benefits. The ESAP Select Benefit applicable to a Retired
Executive who is otherwise eligible, or who becomes eligible, for an
ESAP benefit under the terms of the ESAP in effect as of the
Retirement Effective Date, as modified by Section 4 of this Plan,
shall be an amount equal to the difference between (X) and (Y) where
(X) is the ESAP benefit determined under the terms of the ESAP in
effect as of the Retirement Effective Date after giving effect to the
following adjustments:
-5-
Add three years to the Retired Executive's attained age as
of the Retirement Effective Date; and
Add three years of service to the Retired Executive's years
of service as of the Retirement Effective Date;
and (Y) is the ESAP benefit calculated under the terms of
the ESAP in effect as of the Retirement Effective Date.
The ESAP Select Benefit determined as of the Retirement
Effective Date shall be an amount equal to at least a
fifteen percent (15%) improvement to the ESAP benefit
determined under the terms of the ESAP in effect as of the
Retirement Effective Date.
5.04 DEP Select Benefits. The DEP Select Benefit applicable to a Retired
Executive who is otherwise eligible for a DEP benefit under the terms
of the DEP in effect as of the Retirement Effective Date, shall be an
amount equal to the difference between (X) and (Y) where (X) is the
DEP benefit determined under the terms of the DEP after adjusting
Final Average Monthly Salary as if the Retired Executive had been a
Contributing member and received Contributory Service for three
additional years after the Retirement Effective Date at the Retired
Executive's Salary and (Y) is the DEP benefit determined under the
terms of the DEP in effect as of the Retirement Effective Date.
Section 6 Administration of Select Benefits. Except as otherwise
specifically provided in this Plan, the Select Benefits attributable to the
Retirement Plans shall be administered by the Company in the same manner as if
the Select Benefits were payable directly from such Retirement Plans. This means
that the underlying eligibility rules (except as modified by Section 4 of this
Plan), vesting rules, earning out provisions and survivorship provisions of the
Retirement Plans, if any, shall apply to the Select Benefits as if such
provisions were fully incorporated in this Plan.
Section 7. Payments. The Select Benefits determined under Section 5 shall
be payable out of the Company's general funds monthly, beginning on the
Retirement Effective Date. Payments to a Retired Executive shall cease at the
end of the month in which the Retired Executive dies. Survivor benefits, if any,
payable under this Plan shall be determined in accordance with the Retirement
Plans after giving effect to the adjustments described herein.
Section 8. Reduction of Minimum Age Eligibility.
8.01 Authority to Reduce Minimum Age Eligibility. The Chief Executive
Officer of the Company shall have the authority, from time to time in
his or her sole and absolute discretion, to reduce the minimum age
eligibility specified in Section 2.06(i) of the Plan from age 55 to
age 52.
8.02 Under Age 55 Select Benefits. If an Eligible Executive becomes
eligible to receive a Select Benefit under this Plan pursuant to
Section 8.01, the Select Benefits shall be calculated as provided in
Sections 5 and 7 above. When a
-6-
benefit becomes payable to the Eligible Executive under the
Retirement Plans, the amount of the Select Benefits shall be reduced
by the amounts payable from such other Retirement Plans.
8.03 Subsidiary Retirement Plans. If an Eligible Executive under age 55
would have become eligible for a regular early retirement benefit from
a Subsidiary's retirement plan if he or she had remained in Subsidiary
employment until the minimum age or service eligibility requirements
under such Subsidiary's plan were met, this Plan shall pay the
equivalent Subsidiary early retirement benefit that otherwise would
have been paid if the minimum eligibility requirements were met on the
Retirement Effective Date. The payment shall cease at such time as the
regular early retirement benefit from the Subsidiary's plan becomes
payable. If the Subsidiary's plan shall pay only a deferred vested
benefit at age 55, the payment shall cease at death of the Eligible
Executive. Survivor benefits, if any, shall cease at death of the
Surviving Spouse. Any payments payable under this Plan shall be
reduced by the amount of the deferred vested or survivor's benefit
payable under such Subsidiary's plan. The amounts payable pursuant to
this paragraph shall be in addition to any other Select Benefits that
otherwise may be payable under this Plan.
Section 9. General Provisions.
9.01 Plan Administration and Interpretation. The Vice President - Human
Resources and the Group Vice President and Chief Financial Officer
shall have full power and authority on behalf of the Company to
administer and interpret the Plan. In the event of a change in a
designated officer's title, the officer or officers with functional
responsibility for the Retirement Plans shall have the power and
authority to administer and interpret the Plan. All decisions with
respect to the administration and interpretation of the Plan shall be
final and binding upon all persons.
9.02 Deductions. The Company may deduct from any payment of Select Benefits
to a Retired Executive all amounts owing to it by such Retired
Executive for any reason, and all taxes required by law or government
regulation to be deducted or withheld.
9.03 No Contract of Employment. The Plan is an expression of the Company's
present policy with respect to Eligible Executives. It is not a part
of any contract of employment. No Eligible Executive, Retired
Executive or any other person shall have any legal or other right to
any Select Benefit.
9.04 No Company Reemployment. A Retired Executive shall not be eligible for
reemployment by the Company either directly or indirectly through an
agency or otherwise. This includes, but is not limited to, employment
of a Retired Executive by the Company as a supplemental employee,
independent contractor, consultant, advisor, or agency employee,
regardless of the length of employment. It also includes employment of
a Retired Executive by a sole or single source supplier to the
Company, or employment by any supplier of the Company if the
responsibilities of the Retired Executive relate primarily to the
-7-
Company's business with the supplier, and are not merely incidental to
the performance of the Retired Executive's other job duties. A review
panel consisting of at least two representatives from Human Resources
and one representative from the Office of the General Counsel shall be
established to review Retired Executive's requests for reemployment.
The Retired Executive shall furnish to the Review Panel such
information about the proposed employment as is reasonably requested
to enable the Review Panel to evaluate the request. The Review Panel
shall have sole and absolute discretion to determine whether the
request for reemployment violates this provision. Decisions of the
Review Panel are final and binding on all parties and are not subject
to further review.
The reemployment condition may be waived by the Executive
Personnel Committee (EPC) if the proposed employment advances the
strategic interests of the Company or is otherwise determined to
be in the best interests of the Company.
In the event a Retired Executive becomes reemployed in violation
of this provision without obtaining a waiver, the EPC may suspend
Select Benefits retroactively to the date of reemployment and
recover amounts overpaid from the Retired Executive's
non-qualified benefits, if any, or any other source permitted by
law. The EPC also may terminate a Retired Executive's future
eligibility for Select Benefits or take any other action
reasonably necessary, in the EPC's sole discretion, to enforce
the provisions of this Section.
9.05 Select Benefits Not Funded. The Company's obligations under this Plan
are not funded. Select Benefits under this Plan shall be payable only
out of the general funds of the Company.
9.06 Continuing Plan. The Plan shall be an ongoing Plan and shall be made
available at the discretion of the Company. The Company may designate
certain periods within a calendar year in which offers of Select
Benefits may be made and may provide that no offers of Select Benefits
may be accepted before or after designated dates within a calendar
year. The Company also may limit the offer of Select Benefits to those
within a designated salary roll or band. Select Benefits may be
combined with additional types of termination incentives upon the
direction of the Company. Provisions of such other termination
incentives are not governed by the terms of this Plan.
9.07 Governing Law. Except as otherwise provided under federal law, the
Plan and all rights thereunder shall be governed, construed and
administered in accordance with the laws of the State of Michigan.
9.08 Amendment or Termination. The Company reserves the right to modify or
amend, in whole or in part, or to terminate this Plan, at any time
without notice.
9.09 Terms Not Otherwise Defined. Capitalized terms not otherwise defined
in this Plan shall have the same meanings ascribed to such terms under
the applicable Retirement Plans.