Exhibit 10-V
FORD MOTOR COMPANY ANNUAL INCENTIVE COMPENSATION PLAN
(Effective as of January 1, 1998, subject to shareholder approval)
1. Purpose. This Plan, which shall be known as the "Ford Motor Company
Annual Incentive Compensation Plan" and is hereinafter referred to as the
"Plan", is intended to provide annual incentive compensation to Plan
participants based on the achievement of established performance objectives.
2. Definitions. As used in the Plan, the following terms shall have the
following meanings, respectively:
(a) The term "Affiliate" shall mean, as applied with respect to any
person or legal entity specified, a person or legal entity that directly or
indirectly, through one or more intermediaries, controls or is controlled by,
or is under common control with, the person or legal entity specified.
(b) The term "Annual Incentive Compensation Committee" shall mean the
committee comprised of two or more officers of the Company designated members of
such Committee by the Compensation and Option Committee.
(c) The term "Award" shall mean the cash compensation awarded under the
Plan with respect to a Performance Period to a participant eligible under
Section 5(b).
(d) The term "Committee" shall mean, unless the context otherwise
requires:
(i) The Compensation and Option Committee for all matters affecting
any Section 16 Person.
(ii) The Annual Incentive Compensation Committee for all matters
affecting employees other than Section 16 Persons.
(e) The term "Company" or "Ford" generally shall mean Ford Motor Company.
When used in the Plan with respect to employment, the term "Company" shall
include subsidiaries of the Company.
(f) The term "Compensation and Option Committee" shall mean the
Compensation and Option Committee of the Board of Directors of the Company.
(g) The term "Covered Employee" shall mean a Key Employee who is a
"covered employee" within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended.
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(h) The term "DC Plan" shall mean the Company's Deferred Compensation
Plan, as amended.
(i) The term "Employee'" shall mean any person who is regularly employe
by the Company or one of its Subsidiaries at a salary (as distinguished from a
pension, retirement allowance, severance pay, retainer, commission, fee under a
contract or other arrangement, or hourly, piecework or other wage) and is
enrolled on the active employment rolls of the Company or a Subsidiary,
including, but without limitation, any employee who also is an officer or
director of the Company or one of its Subsidiaries.
(j) The term "Exceptional Contribution Fund" shall mean, with respect to
Awards for a Performance Period, the dollar amount designated by the
Compensation and Option Committee pursuant to Section 13 for purposes of
increasing the amount of Awards to be made to participants who are not Covered
Employees based on exceptional individual, unit, group or Company performance.
(k) The term "Key Employee" shall mean an Employee of the Company
determined by the Committee to be a Key Employee for purposes of the Plan.
(l) The term "Maximum Award Pool" shall mean the maximum aggregate amount
of all Awards which may be made to participants for a Performance Period
determined by the Compensation and Option Committee pursuant to Section 12.
(m) The term "Maximum Individual Award" shall mean the maximum amount of an
Award to a Covered Employee for a Performance Period, as set forth in Section
10.
(n) The term "participant" shall mean a Key Employee selected by the
Committee to participate in the Plan for a Performance Period.
(o) The term "Performance Criteria" shall mean, with respect to any Award
for a Performance Period that may be made to a participant who is a Covered
Employee, one or more of the following objective business criteria established
by the Compensation and Option Committee with respect to the Company and/or any
Subsidiary, division, business unit or component thereof upon which the
Performance Goals for a Performance Period are based: asset charge, asset
turnover, automotive return on sales, capacity utilization, capital employed in
the business, capital spending, cash flow, cost structure improvements,
complexity reductions, customer loyalty, diversity, earnings growth, earnings
per share, economic value added, environmental health and safety, facilities and
tooling spending, hours per vehicle, increase in customer base, inventory
turnover, market price appreciation, market share, net cash balance, net income,
net income margin, net operating cash flow, operating profit margin, order to
delivery time, plant capacity, process time, profits before tax,
quality/customer satisfaction, return on assets, return on capital, return on
equity, return on net operating assets, return on sales, revenue growth, sales
margin, sales volume, total shareholder return, vehicles per employee, warranty
performance to budget, variable margin and working capital. The term
"Performance Criteria" shall mean, with respect to any Award that may be made to
a participant who is not a Covered Employee, one or more of the business
criteria applicable to Covered Employees for the Performance Period and any
other criteria based on individual, business unit, group or Company performance
selected by the Compensation and Option Committee.
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(p) The term "Performance Goals" shall mean the one or more goals
established by the Compensation and Option Committee based on one or more
Performance Criteria pursuant to Section 7 for the purpose of measuring
performance in determining the amount, if any, of an Award for a Performance
Period.
(q) The term "Performance Formula" shall mean, with respect to a
Performance Period, the one or more objective formulas established by the
Compensation and Option Committee pursuant to Section 7 and applied against the
Performance Goals in determining whether and the extent to which Awards have
been earned for the Performance Period.
(r) The term "Performance Period" or "Period" shall mean, with respect to
which a particular Award may be made under the Plan, the Company's fiscal year
or other twelve consecutive month period designated by the Compensation and
Option Committee for the purpose of measuring performance against Performance
Goals.
(s) The term "Pro Forma Award Amount" shall mean, with respect to an Award
to be made for a Performance Period, the amount determined by the Committee
pursuant to Section 9.
(t) The term "SC Plan" shall mean the Company's Supplemental Compensation
Plan, as amended.
(u) The term "Section 16 Person" shall mean any employee who is subject to
the reporting requirements of Section 16(a) or the liability provisions of
Section 16(b) of the Securities Exchange Act of 1934, as amended.
(v) The term "Subsidiary" shall mean (i) any corporation a majority of the
voting stock of which is owned or controlled, directly or indirectly, by the
Company or (ii) any limited liability company a majority of the membership
interest of which is owned or controlled, directly or indirectly, by the
Company.
(w) The term "Target Award" shall mean, with respect to a Performance
Period, the Target Award amount established for each applicable salary grade or
band of participants by the Committee pursuant to Section 6 hereof.
(x) The term "Total Pro Forma Award Pool" shall mean, with respect to
Awards for a Performance Period, the amount described in Section 11.
3. Effective Date. The Plan shall be effective as of January 1, 1998.
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4. Administration. Except as otherwise expressly provided, the Compensation
and Option Committee shall have full power and authority to construe, interpret
and administer the Plan. The Compensation and Option Committee shall make all
decisions relating to matters affecting Section 16 Persons, but may otherwise
delegate any of its authority under the Plan. The Compensation and Option
Committee and the Annual Incentive Compensation Committee each may at any time
adopt or terminate, and may from time to time, amend, modify or suspend such
rules, regulations, policies and practices as they in their sole discretion may
determine in connection with the administration of, or the performance of their
respective responsibilities under, the Plan.
5. Eligibility.
(a) Eligibility to Participate. All Key Employees are eligible to be
selected to participate in the Plan. The Committee shall, in its sole
discretion, designate which Key Employees will be participants for the
applicable Performance Period.
(b) Eligibility for Awards. An Award with respect to a Performance Period
may be made pursuant to Section 14 of the Plan to (i) participants for such
Performance Period who shall have been an employee at any time during such
Performance Period, or to (ii) the spouse, children or legal representatives, as
the Committee in its sole discretion shall determine, of any such person whose
employment shall have been terminated by reason of his or her death during such
Performance Period.
(c) Eligibility of Compensation and Option Committee Members. No person
while a member of the Compensation and Option Committee shall be eligible to
participate under the Plan or receive an Award.
6. Determination of Target Awards. Within 90 days of the commencement of a
Performance Period, the Committee shall establish the Target Award for each
applicable salary grade or band of Key Employees selected to participate in the
Plan with respect to a Performance Period, subject to any limitations
established by the Compensation and Option Committee. The fact that a Target
Award is established for a participant's salary grade or band for a Performance
Period shall not entitle such participant to receive an Award.
7. Selection of Performance Criteria and Establishment of Performance Goals
and Performance Formula; Minimum Threshold Objective. Within 90 days of the
commencement of a Performance Period, the Compensation and Option Committee
shall select the Performance Criteria and establish the related Performance
Goals be used to measure performance for a Performance Period and the
Performance Formula to be used to determine what portion, if any, of an Award
has been earned for the Performance Period. The Performance Criteria may be
expressed in absolute terms or relate to the performance of other companies or
to an index. Within that same 90 day period, the Compensation and Option
Committee may establish a minimum threshold objective for any Performance Goal
for any Performance Period, which if not met, would result in no Award being
made to any participant with such Performance Goal for such Performance Period.
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8. Adjustments to Performance Goals, Performance Formula or Performance
Criteria. For purposes of determining Awards for participants who are not
Covered Employees, the Compensation and Option Committee may adjust or modify
any of the Performance Goals, Performance Formula and/or the Performance
Criteria for any Performance Period in order to prevent the dilution or
enlargement of the rights of such participants under the Plan (i) in the event
of, or in anticipation of, any unusual or extraordinary item, transaction, event
or development, (ii) in recognition of, or in anticipation of, any other unusual
or nonrecurring event affecting the Company or the financial statements of the
Company or Ford Credit, or in anticipation of, changes in applicable laws,
regulations, accounting principles or business conditions, and (iii) for any
other reason or circumstance deemed relevant to the Compensation and Option
Committee in its sole discretion.
9. Determination of Pro Forma Award Amount. As soon as practicable
following the end of a Performance Period, the Committee shall determine the Pro
Forma Award Amount for any Award to be made to a participant for a Performance
Period by applying the applicable Performance Formula for the participant for
the Performance Period against the accomplishment of the related Performance
Goals for such participant.
10. Maximum Individual Award for Covered Employees.. The Maximum Individual
Award for a Performance Period to a participant who is a Covered Employee is
$10,000,000.
11. Total Pro Forma Award Pool. The Total Pro Forma Award Pool for all
Awards for a Performance Period shall equal the sum of the Pro Forma Award
Amounts for all participants for the Performance Period.
12. Determination of Maximum Award Pool. The Compensation and Option
Committee shall determine the amount of the Maximum Award Pool for a Performance
Period which shall not exceed the sum of the Total Pro Forma Award Pool plus the
amount of the Exceptional Contribution Fund for such Period.
13. Determination of Exceptional Contribution Fund. The Compensation and
Option Committee shall determine the amount of the Exceptional Contribution Fund
which may be used for increasing the size of Awards for a Performance Period
above the applicable Pro Forma Award Amount to participants who are not Covered
Employees. Unless otherwise determined by the Compensation and Option Committee,
the amount of the Exceptional Contribution Fund shall not exceed 15% of the
Total Pro Forma Award Pool for the applicable Performance Period.
14. Determination of Individual Awards. Subject to achievement of any
applicable minimum threshold objectives established under Section 7, fulfillment
of the conditions set forth in Section 17 and compliance with the Maximum
Individual Award limitation under Section 10 and the eligibility requirements
set forth in paragraph (b) of Section 5, the Committee shall, as soon as
practicable following the end of a Performance Period, determine the amount of
each Award to be made to a participant under the Plan for the Performance
Period, which amount shall, except as otherwise provided below, be the Pro Forma
Award Amount determined for such participant for such Period pursuant to Section
9. The Committee may in its sole discretion reduce the amount of any Award that
otherwise would be awarded to any participant for any Performance Period. In
addition, the Committee may in its sole discretion increase the amount of any
Award that otherwise would be awarded to any participant who is not a Covered
Employee for a Performance Period to an amount that is higher than the
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applicable Pro Forma Award Amount based on exceptional individual, unit, group
or Company performance; provided, however, that the total amount of all Awards
made for a Performance Period shall not exceed the related Maximum Award Pool.
Individual Award amounts may be less than or greater than 100% of the related
Target Award. The determinations by the Annual Incentive Compensation Committee
of individual Award amounts for Employees who are not Section 16 Persons shall
be subject to a maximum funding amount and any other limitations specified by
the Compensation and Option Committee. Notwithstanding anything contained in the
Plan to the contrary, the Committee may determine in its sole discretion not to
make an Award to a particular participant or to all participants selected to
participate in the Plan for any Performance Period.
15. Distribution and Form of Awards.
(a) General. Except as otherwise provided in paragraph (b) or (c) of this
Section 15 or in Section 17, distribution of Awards for a Performance Period
shall be made on or as soon as practicable after the distribution date for such
Awards determined by the Compensation and Option Committee, which date shall in
no event be later than the March 15 following the end of the applicable
Performance Period, and shall be payable in cash.
(b) Deferral of Awards. Subject to the terms, conditions and eligibility
requirements of the DC Plan, Key Employees who receive an Award under the Plan
are eligible to defer payment of all or part of such Award under the DC Plan
under the same terms as if such Award had been an award of supplemental
compensation made under the SC Plan.
(c) Mandatory Deferral of Awards. The Compensation and Option Committee
shall determine whether and the extent to which any Awards under the Plan will
be mandatorily deferred and the terms of any such deferral. Unless otherwise
determined by the Compensation and Option Committee, Awards may be mandatorily
deferred by such Committee in the same manner as if they had been awards of
supplemental compensation made under the SC Plan.
16. Designation of Beneficiaries and Effect of Death.
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(a) Designation of Beneficiaries. A participant may file with the Company a
written designation of a beneficiary or beneficiaries (subject to such
limitations as to the classes and number of beneficiaries and contingent
beneficiaries and such other limitations as the Compensation and Option
Committee from time to time may prescribe) to receive, in the event of the death
of the participant, undistributed amounts of any Award that would have been
payable to such participant had he or she been living and that was not deferred
under any Company deferral arrangement or plan. A participant shall be deemed to
have designated as beneficiary or beneficiaries under the Plan the person or
persons who receive such participant's life insurance proceeds under the basic
Company Life Insurance Plan unless such participant shall have assigned such
life insurance or shall have filed with the Company a written designation of a
different beneficiary or beneficiaries under the Plan. A participant may from
time to time revoke or change any such designation of beneficiary and any
designation of beneficiary under the Plan shall be controlling over any
testamentary or other disposition; provided, however, that if the Committee
shall be in doubt as to the right of any such beneficiary to receive any such
payment, the same may be paid to the legal representatives of the participant,
in which case the Company, the Committee and the members thereof shall not be
under any further liability to anyone.
(b) Distribution Upon Death. Subject to the provisions of Section 15,
paragraph (a) of this Section 16 and, if applicable, the DC Plan or any other
deferral plan or arrangement, in the event of the death of any participant prior
to distribution of an Award, the total value of such participant's Award shall
be distributed in cash in one lump sum in accordance with paragraph (a) of
Section 15 to any beneficiary or beneficiaries designated or deemed designated
by the participant pursuant to paragraph (a) of this Section 16 who shall
survive such participant (to the extent such designation is effective and
enforceable at the time of such participant's death) or, in the absence of such
designation or such surviving beneficiary, to the legal representative of such
person, at such time (or as soon thereafter as practicable) and otherwise as if
such person were living and had fulfilled all applicable conditions as to
earning out set forth in, or established pursuant to Section 17 and, if
applicable, the DC Plan or any other deferral plan or arrangement, provided such
conditions shall have been fulfilled by such person until the time of his or her
death.
17. Conditions to Payment of Awards.
(a) Effect of Competitive Activity. Anything in the Plan notwithstanding,
and subject to paragraph (c) hereof and, if applicable, any conditions under the
DC Plan or any other deferral plan or arrangement relating to payment of an
Award, if the employment of any participant shall terminate, for any reason
other than death, prior to the distribution date established pursuant to
paragraph (a) of Section 15 for payment of an Award, such participant shall
receive payment of an Award only if, during the entire period from the making of
an Award until such distribution date, such participant shall have earned out
such Award.
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(i) by continuing in the employ of the Company or a Subsidiary thereof, or
(ii) if his or her employment shall have been terminated for any reason
other than death, by (a) making himself or herself available, upon request, at
reasonable times and upon a reasonable basis, to consult with, supply
information to and otherwise cooperate with the Company or any Subsidiary
thereof with respect to any matter that shall have been handled by him or her or
under his or her supervision while he or she was in the employ of the Company or
any Subsidiary thereof, and (b) refraining from engaging in any activity that is
directly or indirectly in competition with any activity of the Company or any
Subsidiary thereof.
(b) Nonfulfillment of Competitive Activity Conditions; Waiver of Conditions
Under the Plan. In the event of a participant's nonfulfillment of any condition
set forth in paragraph (a) above, such participant's rights under the Plan to
receive or defer payment of an Award under the Plan shall be forfeited and
canceled; provided, however, that the nonfulfillment of such condition may at
any time (whether before, at the time of or subsequent to termination of
employment) be waived in the following manner:
(i) with respect to a participant who at any time shall have been a Section
16 Person, such waiver may be granted by the Compensation and Option Committee
upon its determination that in its sole judgment there shall not have been and
will not be any substantial adverse effect upon the Company or any Subsidiary
thereof; and
(ii) with respect to any other participant, such waiver may be granted by
the Annual Incentive Compensation Committee (or any committee appointed by it)
upon its determination that in its sole judgment there shall not have been and
will not be any such substantial adverse effect.
(c) Effect of Inimical Conduct. Anything in the Plan to the contrary, the
right of a participant, following termination of such participant's employment
with the Company, to receive payment or to defer payment of an Award under
Section 15 shall terminate on and as of the date on which it his been determined
that such participant at any time (whether before or subsequent to termination
of such participant's employment) acted in a manner inimical to the best
interests of the Company. Any such determination shall be made by (i) the
Compensation and Option Committee with respect to any participant who at any
time shall have been a Section 16 Person, and (ii) the Annual Incentive
Compensation Committee (or any committee appointed by it for the purpose) with
respect to any other participant. Such Committee (or any such other committee)
may make such determination at any time prior to payment in full of an Award.
Conduct which constitutes engaging in any activity that is directly or
indirectly in competition with any activity of the Company or any Subsidiary
thereof shall be governed by paragraph (a)(ii) of this Section 17 and shall not
be subject to any determination under this paragraph (c).
18. Limitations. A participant shall not have any interest in any Award
until it is distributed in accordance with the Plan. The fact that a Key
Employee has been selected to be a participant for a Performance Period shall
not in any manner entitle such participant to receive an Award for such period.
The determination as to whether or not such participant shall be paid an Award
for such Performance Period shall be determined solely in accordance with the
provisions of Sections 14 and 17 hereof. All payments and distributions to be
made thereunder shall be paid from the general assets of the Company. Nothing
contained in the Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company and any employee, former employee or any other
person. The Plan shall not constitute part of any participant's or employee's
employment contract with the Company or any participating subsidiary.
Participation in the Plan shall not create or imply a right to continued
employment.
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19. Withholding of Taxes, etc. The Company shall have the right to withhold
an amount sufficient to satisfy any federal, state or local income taxes, FICA
or Medicare taxes or other amounts that the Company may be required by law to
pay with respect to any Award, including withholding payment from a
participant's current compensation.
20. No Assignment of Benefits. No rights or benefits under the Plan shall,
except as otherwise specifically provided by law, be subject to assignment
(except for the designation of beneficiaries pursuant to paragraph (a) of
Section 16), nor shall such rights or benefits be subject to attachment or legal
process for or against a participant or his or her beneficiary or beneficiaries,
as the case may be.
21. Administration Expense. The entire expense of offering and
administering the Plan shall be borne by the Company and its participating
Subsidiaries and shall not be charged against the Reserve under the SC Plan.
22. Access of Independent Certified Public Accountants and Committee to
Information. The Company's independent certified public accountants shall have
full access to the books and records of the Company and its Subsidiaries, and
the Company shall furnish to such accountants such information as to the
financial condition and operations of the Company and its Subsidiaries as such
accountants may from time to time request, in order that such accountants may
take any action required or requested to be taken by them under the Plan. The
Executive Vice President and Chief Financial Officer or, in the event of his or
her absence or disability to act, the principal accounting officer of the
Company shall furnish to the Committee such information as the Committee may
request to assist it in carrying out or interpreting this Plan. Neither such
accountants, in reporting amounts required or requested under the Plan, nor the
Executive Vice President and Chief Financial Officer, or any other director,
officer or employee of the Company, in furnishing information to such
accountants or to the Committee, shall be liable for any error therein, if such
accountants or other person, as the case may be, shall have acted in good faith.
23. Amendment, Modification, Suspension and Termination of the Plan;
Rescissions and Corrections. The Compensation and Option Committee, at any time
may terminate, and at any time and from time to time, and in any respect, may
amend or modify the Plan or suspend any of its provisions; provided, however,
that no such amendment, modification, suspension or termination shall, without
the consent of a participant, adversely affect any right or obligation with
respect to any Award theretofore made. The Committee at any time may rescind or
correct any actions made in error or that jeopardize the intended tax status or
legal compliance of the Plan.
24. Indemnification and Exculpation.
(a) Indemnification. Each person who is or shall have been a member of the
Compensation and Option Committee or a member of the Annual Incentive
Compensation Committee shall be indemnified and held harmless by the Company
against and from any and all loss, cost, liability or expense that may be
imposed upon or reasonably incurred by such person in connection with or
resulting from any claim, action, suit or proceeding to which such person may be
or become a party or in which such person may be or become involved by reason of
any action taken or failure to act under the Plan and against and from any and
all amounts paid by such person in settlement thereof (with the Company's
written approval) or paid by such person in satisfaction of a judgment in any
such action, suit or proceeding, except a judgment in favor of the Company based
upon a finding of such person's lack of good faith; subject, however, to the
condition that upon the institution of any claim, action, suit or proceeding
against such person, such person shall in writing give the Company an
opportunity, at its own expense, to handle and defend the same before such
person undertakes to handle and defend it on such person's behalf. The right of
indemnification shall not be exclusive of any other right to which such person
may be entitled as a matter of law or otherwise, or any power that the Company
may have to indemnify or hold such person harmless.
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(b) Exculpation. Each member of the Compensation and Option Committee and
each member of the Annual Incentive Compensation Committee shall be fully
justified in relying or acting in good faith upon any information furnished in
connection with the administration of the Plan or any appropriate person or
persons other than such person. In no event shall any person who is or shall
have been a member of the Compensation and Option Committee or a member of the
Annual Incentive Compensation Committee be held liable for any determination
made or other action taken or any omission to act in reliance upon any such
information, or for any action (including the furnishing of information) taken
or any failure to act, if in good faith.
25. Finality of Determinations. Each determination, interpretation or other
action made or taken pursuant to the provisions of the Plan by the Compensation
and Option Committee or the Annual Incentive Compensation Committee shall be
final and shall be binding and conclusive for all purposes and upon all persons,
including, but without limitation thereto, the Company, its stockholders, the
Compensation and Option Committee and each of the members thereof, the Annual
Incentive Compensation Committee and each of the members thereof, and the
directors, officers, and employees of the Company, the Plan participants, and
their respective successors in interest.
26. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Michigan.
FORD MOTOR COMPANY ANNUAL INCENTIVE COMPENSATION PLAN
(Effective as of January 1, 1998, subject to shareholder approval)
1. Purpose. This Plan, which shall be known as the "Ford Motor Company
Annual Incentive Compensation Plan" and is hereinafter referred to as the
"Plan", is intended to provide annual incentive compensation to Plan
participants based on the achievement of established performance objectives.
2. Definitions. As used in the Plan, the following terms shall have the
following meanings, respectively:
(a) The term "Affiliate" shall mean, as applied with respect to any
person or legal entity specified, a person or legal entity that directly or
indirectly, through one or more intermediaries, controls or is controlled by,
or is under common control with, the person or legal entity specified.
(b) The term "Annual Incentive Compensation Committee" shall mean the
committee comprised of two or more officers of the Company designated members of
such Committee by the Compensation and Option Committee.
(c) The term "Award" shall mean the cash compensation awarded under the
Plan with respect to a Performance Period to a participant eligible under
Section 5(b).
(d) The term "Committee" shall mean, unless the context otherwise
requires:
(i) The Compensation and Option Committee for all matters affecting
any Section 16 Person.
(ii) The Annual Incentive Compensation Committee for all matters
affecting employees other than Section 16 Persons.
(e) The term "Company" or "Ford" generally shall mean Ford Motor Company.
When used in the Plan with respect to employment, the term "Company" shall
include subsidiaries of the Company.
(f) The term "Compensation and Option Committee" shall mean the
Compensation and Option Committee of the Board of Directors of the Company.
(g) The term "Covered Employee" shall mean a Key Employee who is a
"covered employee" within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended.
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(h) The term "DC Plan" shall mean the Company's Deferred Compensation
Plan, as amended.
(i) The term "Employee'" shall mean any person who is regularly employe
by the Company or one of its Subsidiaries at a salary (as distinguished from a
pension, retirement allowance, severance pay, retainer, commission, fee under a
contract or other arrangement, or hourly, piecework or other wage) and is
enrolled on the active employment rolls of the Company or a Subsidiary,
including, but without limitation, any employee who also is an officer or
director of the Company or one of its Subsidiaries.
(j) The term "Exceptional Contribution Fund" shall mean, with respect to
Awards for a Performance Period, the dollar amount designated by the
Compensation and Option Committee pursuant to Section 13 for purposes of
increasing the amount of Awards to be made to participants who are not Covered
Employees based on exceptional individual, unit, group or Company performance.
(k) The term "Key Employee" shall mean an Employee of the Company
determined by the Committee to be a Key Employee for purposes of the Plan.
(l) The term "Maximum Award Pool" shall mean the maximum aggregate amount
of all Awards which may be made to participants for a Performance Period
determined by the Compensation and Option Committee pursuant to Section 12.
(m) The term "Maximum Individual Award" shall mean the maximum amount of an
Award to a Covered Employee for a Performance Period, as set forth in Section
10.
(n) The term "participant" shall mean a Key Employee selected by the
Committee to participate in the Plan for a Performance Period.
(o) The term "Performance Criteria" shall mean, with respect to any Award
for a Performance Period that may be made to a participant who is a Covered
Employee, one or more of the following objective business criteria established
by the Compensation and Option Committee with respect to the Company and/or any
Subsidiary, division, business unit or component thereof upon which the
Performance Goals for a Performance Period are based: asset charge, asset
turnover, automotive return on sales, capacity utilization, capital employed in
the business, capital spending, cash flow, cost structure improvements,
complexity reductions, customer loyalty, diversity, earnings growth, earnings
per share, economic value added, environmental health and safety, facilities and
tooling spending, hours per vehicle, increase in customer base, inventory
turnover, market price appreciation, market share, net cash balance, net income,
net income margin, net operating cash flow, operating profit margin, order to
delivery time, plant capacity, process time, profits before tax,
quality/customer satisfaction, return on assets, return on capital, return on
equity, return on net operating assets, return on sales, revenue growth, sales
margin, sales volume, total shareholder return, vehicles per employee, warranty
performance to budget, variable margin and working capital. The term
"Performance Criteria" shall mean, with respect to any Award that may be made to
a participant who is not a Covered Employee, one or more of the business
criteria applicable to Covered Employees for the Performance Period and any
other criteria based on individual, business unit, group or Company performance
selected by the Compensation and Option Committee.
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(p) The term "Performance Goals" shall mean the one or more goals
established by the Compensation and Option Committee based on one or more
Performance Criteria pursuant to Section 7 for the purpose of measuring
performance in determining the amount, if any, of an Award for a Performance
Period.
(q) The term "Performance Formula" shall mean, with respect to a
Performance Period, the one or more objective formulas established by the
Compensation and Option Committee pursuant to Section 7 and applied against the
Performance Goals in determining whether and the extent to which Awards have
been earned for the Performance Period.
(r) The term "Performance Period" or "Period" shall mean, with respect to
which a particular Award may be made under the Plan, the Company's fiscal year
or other twelve consecutive month period designated by the Compensation and
Option Committee for the purpose of measuring performance against Performance
Goals.
(s) The term "Pro Forma Award Amount" shall mean, with respect to an Award
to be made for a Performance Period, the amount determined by the Committee
pursuant to Section 9.
(t) The term "SC Plan" shall mean the Company's Supplemental Compensation
Plan, as amended.
(u) The term "Section 16 Person" shall mean any employee who is subject to
the reporting requirements of Section 16(a) or the liability provisions of
Section 16(b) of the Securities Exchange Act of 1934, as amended.
(v) The term "Subsidiary" shall mean (i) any corporation a majority of the
voting stock of which is owned or controlled, directly or indirectly, by the
Company or (ii) any limited liability company a majority of the membership
interest of which is owned or controlled, directly or indirectly, by the
Company.
(w) The term "Target Award" shall mean, with respect to a Performance
Period, the Target Award amount established for each applicable salary grade or
band of participants by the Committee pursuant to Section 6 hereof.
(x) The term "Total Pro Forma Award Pool" shall mean, with respect to
Awards for a Performance Period, the amount described in Section 11.
3. Effective Date. The Plan shall be effective as of January 1, 1998.
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4. Administration. Except as otherwise expressly provided, the Compensation
and Option Committee shall have full power and authority to construe, interpret
and administer the Plan. The Compensation and Option Committee shall make all
decisions relating to matters affecting Section 16 Persons, but may otherwise
delegate any of its authority under the Plan. The Compensation and Option
Committee and the Annual Incentive Compensation Committee each may at any time
adopt or terminate, and may from time to time, amend, modify or suspend such
rules, regulations, policies and practices as they in their sole discretion may
determine in connection with the administration of, or the performance of their
respective responsibilities under, the Plan.
5. Eligibility.
(a) Eligibility to Participate. All Key Employees are eligible to be
selected to participate in the Plan. The Committee shall, in its sole
discretion, designate which Key Employees will be participants for the
applicable Performance Period.
(b) Eligibility for Awards. An Award with respect to a Performance Period
may be made pursuant to Section 14 of the Plan to (i) participants for such
Performance Period who shall have been an employee at any time during such
Performance Period, or to (ii) the spouse, children or legal representatives, as
the Committee in its sole discretion shall determine, of any such person whose
employment shall have been terminated by reason of his or her death during such
Performance Period.
(c) Eligibility of Compensation and Option Committee Members. No person
while a member of the Compensation and Option Committee shall be eligible to
participate under the Plan or receive an Award.
6. Determination of Target Awards. Within 90 days of the commencement of a
Performance Period, the Committee shall establish the Target Award for each
applicable salary grade or band of Key Employees selected to participate in the
Plan with respect to a Performance Period, subject to any limitations
established by the Compensation and Option Committee. The fact that a Target
Award is established for a participant's salary grade or band for a Performance
Period shall not entitle such participant to receive an Award.
7. Selection of Performance Criteria and Establishment of Performance Goals
and Performance Formula; Minimum Threshold Objective. Within 90 days of the
commencement of a Performance Period, the Compensation and Option Committee
shall select the Performance Criteria and establish the related Performance
Goals be used to measure performance for a Performance Period and the
Performance Formula to be used to determine what portion, if any, of an Award
has been earned for the Performance Period. The Performance Criteria may be
expressed in absolute terms or relate to the performance of other companies or
to an index. Within that same 90 day period, the Compensation and Option
Committee may establish a minimum threshold objective for any Performance Goal
for any Performance Period, which if not met, would result in no Award being
made to any participant with such Performance Goal for such Performance Period.
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8. Adjustments to Performance Goals, Performance Formula or Performance
Criteria. For purposes of determining Awards for participants who are not
Covered Employees, the Compensation and Option Committee may adjust or modify
any of the Performance Goals, Performance Formula and/or the Performance
Criteria for any Performance Period in order to prevent the dilution or
enlargement of the rights of such participants under the Plan (i) in the event
of, or in anticipation of, any unusual or extraordinary item, transaction, event
or development, (ii) in recognition of, or in anticipation of, any other unusual
or nonrecurring event affecting the Company or the financial statements of the
Company or Ford Credit, or in anticipation of, changes in applicable laws,
regulations, accounting principles or business conditions, and (iii) for any
other reason or circumstance deemed relevant to the Compensation and Option
Committee in its sole discretion.
9. Determination of Pro Forma Award Amount. As soon as practicable
following the end of a Performance Period, the Committee shall determine the Pro
Forma Award Amount for any Award to be made to a participant for a Performance
Period by applying the applicable Performance Formula for the participant for
the Performance Period against the accomplishment of the related Performance
Goals for such participant.
10. Maximum Individual Award for Covered Employees.. The Maximum Individual
Award for a Performance Period to a participant who is a Covered Employee is
$10,000,000.
11. Total Pro Forma Award Pool. The Total Pro Forma Award Pool for all
Awards for a Performance Period shall equal the sum of the Pro Forma Award
Amounts for all participants for the Performance Period.
12. Determination of Maximum Award Pool. The Compensation and Option
Committee shall determine the amount of the Maximum Award Pool for a Performance
Period which shall not exceed the sum of the Total Pro Forma Award Pool plus the
amount of the Exceptional Contribution Fund for such Period.
13. Determination of Exceptional Contribution Fund. The Compensation and
Option Committee shall determine the amount of the Exceptional Contribution Fund
which may be used for increasing the size of Awards for a Performance Period
above the applicable Pro Forma Award Amount to participants who are not Covered
Employees. Unless otherwise determined by the Compensation and Option Committee,
the amount of the Exceptional Contribution Fund shall not exceed 15% of the
Total Pro Forma Award Pool for the applicable Performance Period.
14. Determination of Individual Awards. Subject to achievement of any
applicable minimum threshold objectives established under Section 7, fulfillment
of the conditions set forth in Section 17 and compliance with the Maximum
Individual Award limitation under Section 10 and the eligibility requirements
set forth in paragraph (b) of Section 5, the Committee shall, as soon as
practicable following the end of a Performance Period, determine the amount of
each Award to be made to a participant under the Plan for the Performance
Period, which amount shall, except as otherwise provided below, be the Pro Forma
Award Amount determined for such participant for such Period pursuant to Section
9. The Committee may in its sole discretion reduce the amount of any Award that
otherwise would be awarded to any participant for any Performance Period. In
addition, the Committee may in its sole discretion increase the amount of any
Award that otherwise would be awarded to any participant who is not a Covered
Employee for a Performance Period to an amount that is higher than the
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applicable Pro Forma Award Amount based on exceptional individual, unit, group
or Company performance; provided, however, that the total amount of all Awards
made for a Performance Period shall not exceed the related Maximum Award Pool.
Individual Award amounts may be less than or greater than 100% of the related
Target Award. The determinations by the Annual Incentive Compensation Committee
of individual Award amounts for Employees who are not Section 16 Persons shall
be subject to a maximum funding amount and any other limitations specified by
the Compensation and Option Committee. Notwithstanding anything contained in the
Plan to the contrary, the Committee may determine in its sole discretion not to
make an Award to a particular participant or to all participants selected to
participate in the Plan for any Performance Period.
15. Distribution and Form of Awards.
(a) General. Except as otherwise provided in paragraph (b) or (c) of this
Section 15 or in Section 17, distribution of Awards for a Performance Period
shall be made on or as soon as practicable after the distribution date for such
Awards determined by the Compensation and Option Committee, which date shall in
no event be later than the March 15 following the end of the applicable
Performance Period, and shall be payable in cash.
(b) Deferral of Awards. Subject to the terms, conditions and eligibility
requirements of the DC Plan, Key Employees who receive an Award under the Plan
are eligible to defer payment of all or part of such Award under the DC Plan
under the same terms as if such Award had been an award of supplemental
compensation made under the SC Plan.
(c) Mandatory Deferral of Awards. The Compensation and Option Committee
shall determine whether and the extent to which any Awards under the Plan will
be mandatorily deferred and the terms of any such deferral. Unless otherwise
determined by the Compensation and Option Committee, Awards may be mandatorily
deferred by such Committee in the same manner as if they had been awards of
supplemental compensation made under the SC Plan.
16. Designation of Beneficiaries and Effect of Death.
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(a) Designation of Beneficiaries. A participant may file with the Company a
written designation of a beneficiary or beneficiaries (subject to such
limitations as to the classes and number of beneficiaries and contingent
beneficiaries and such other limitations as the Compensation and Option
Committee from time to time may prescribe) to receive, in the event of the death
of the participant, undistributed amounts of any Award that would have been
payable to such participant had he or she been living and that was not deferred
under any Company deferral arrangement or plan. A participant shall be deemed to
have designated as beneficiary or beneficiaries under the Plan the person or
persons who receive such participant's life insurance proceeds under the basic
Company Life Insurance Plan unless such participant shall have assigned such
life insurance or shall have filed with the Company a written designation of a
different beneficiary or beneficiaries under the Plan. A participant may from
time to time revoke or change any such designation of beneficiary and any
designation of beneficiary under the Plan shall be controlling over any
testamentary or other disposition; provided, however, that if the Committee
shall be in doubt as to the right of any such beneficiary to receive any such
payment, the same may be paid to the legal representatives of the participant,
in which case the Company, the Committee and the members thereof shall not be
under any further liability to anyone.
(b) Distribution Upon Death. Subject to the provisions of Section 15,
paragraph (a) of this Section 16 and, if applicable, the DC Plan or any other
deferral plan or arrangement, in the event of the death of any participant prior
to distribution of an Award, the total value of such participant's Award shall
be distributed in cash in one lump sum in accordance with paragraph (a) of
Section 15 to any beneficiary or beneficiaries designated or deemed designated
by the participant pursuant to paragraph (a) of this Section 16 who shall
survive such participant (to the extent such designation is effective and
enforceable at the time of such participant's death) or, in the absence of such
designation or such surviving beneficiary, to the legal representative of such
person, at such time (or as soon thereafter as practicable) and otherwise as if
such person were living and had fulfilled all applicable conditions as to
earning out set forth in, or established pursuant to Section 17 and, if
applicable, the DC Plan or any other deferral plan or arrangement, provided such
conditions shall have been fulfilled by such person until the time of his or her
death.
17. Conditions to Payment of Awards.
(a) Effect of Competitive Activity. Anything in the Plan notwithstanding,
and subject to paragraph (c) hereof and, if applicable, any conditions under the
DC Plan or any other deferral plan or arrangement relating to payment of an
Award, if the employment of any participant shall terminate, for any reason
other than death, prior to the distribution date established pursuant to
paragraph (a) of Section 15 for payment of an Award, such participant shall
receive payment of an Award only if, during the entire period from the making of
an Award until such distribution date, such participant shall have earned out
such Award.
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(i) by continuing in the employ of the Company or a Subsidiary thereof, or
(ii) if his or her employment shall have been terminated for any reason
other than death, by (a) making himself or herself available, upon request, at
reasonable times and upon a reasonable basis, to consult with, supply
information to and otherwise cooperate with the Company or any Subsidiary
thereof with respect to any matter that shall have been handled by him or her or
under his or her supervision while he or she was in the employ of the Company or
any Subsidiary thereof, and (b) refraining from engaging in any activity that is
directly or indirectly in competition with any activity of the Company or any
Subsidiary thereof.
(b) Nonfulfillment of Competitive Activity Conditions; Waiver of Conditions
Under the Plan. In the event of a participant's nonfulfillment of any condition
set forth in paragraph (a) above, such participant's rights under the Plan to
receive or defer payment of an Award under the Plan shall be forfeited and
canceled; provided, however, that the nonfulfillment of such condition may at
any time (whether before, at the time of or subsequent to termination of
employment) be waived in the following manner:
(i) with respect to a participant who at any time shall have been a Section
16 Person, such waiver may be granted by the Compensation and Option Committee
upon its determination that in its sole judgment there shall not have been and
will not be any substantial adverse effect upon the Company or any Subsidiary
thereof; and
(ii) with respect to any other participant, such waiver may be granted by
the Annual Incentive Compensation Committee (or any committee appointed by it)
upon its determination that in its sole judgment there shall not have been and
will not be any such substantial adverse effect.
(c) Effect of Inimical Conduct. Anything in the Plan to the contrary, the
right of a participant, following termination of such participant's employment
with the Company, to receive payment or to defer payment of an Award under
Section 15 shall terminate on and as of the date on which it his been determined
that such participant at any time (whether before or subsequent to termination
of such participant's employment) acted in a manner inimical to the best
interests of the Company. Any such determination shall be made by (i) the
Compensation and Option Committee with respect to any participant who at any
time shall have been a Section 16 Person, and (ii) the Annual Incentive
Compensation Committee (or any committee appointed by it for the purpose) with
respect to any other participant. Such Committee (or any such other committee)
may make such determination at any time prior to payment in full of an Award.
Conduct which constitutes engaging in any activity that is directly or
indirectly in competition with any activity of the Company or any Subsidiary
thereof shall be governed by paragraph (a)(ii) of this Section 17 and shall not
be subject to any determination under this paragraph (c).
18. Limitations. A participant shall not have any interest in any Award
until it is distributed in accordance with the Plan. The fact that a Key
Employee has been selected to be a participant for a Performance Period shall
not in any manner entitle such participant to receive an Award for such period.
The determination as to whether or not such participant shall be paid an Award
for such Performance Period shall be determined solely in accordance with the
provisions of Sections 14 and 17 hereof. All payments and distributions to be
made thereunder shall be paid from the general assets of the Company. Nothing
contained in the Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company and any employee, former employee or any other
person. The Plan shall not constitute part of any participant's or employee's
employment contract with the Company or any participating subsidiary.
Participation in the Plan shall not create or imply a right to continued
employment.
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19. Withholding of Taxes, etc. The Company shall have the right to withhold
an amount sufficient to satisfy any federal, state or local income taxes, FICA
or Medicare taxes or other amounts that the Company may be required by law to
pay with respect to any Award, including withholding payment from a
participant's current compensation.
20. No Assignment of Benefits. No rights or benefits under the Plan shall,
except as otherwise specifically provided by law, be subject to assignment
(except for the designation of beneficiaries pursuant to paragraph (a) of
Section 16), nor shall such rights or benefits be subject to attachment or legal
process for or against a participant or his or her beneficiary or beneficiaries,
as the case may be.
21. Administration Expense. The entire expense of offering and
administering the Plan shall be borne by the Company and its participating
Subsidiaries and shall not be charged against the Reserve under the SC Plan.
22. Access of Independent Certified Public Accountants and Committee to
Information. The Company's independent certified public accountants shall have
full access to the books and records of the Company and its Subsidiaries, and
the Company shall furnish to such accountants such information as to the
financial condition and operations of the Company and its Subsidiaries as such
accountants may from time to time request, in order that such accountants may
take any action required or requested to be taken by them under the Plan. The
Executive Vice President and Chief Financial Officer or, in the event of his or
her absence or disability to act, the principal accounting officer of the
Company shall furnish to the Committee such information as the Committee may
request to assist it in carrying out or interpreting this Plan. Neither such
accountants, in reporting amounts required or requested under the Plan, nor the
Executive Vice President and Chief Financial Officer, or any other director,
officer or employee of the Company, in furnishing information to such
accountants or to the Committee, shall be liable for any error therein, if such
accountants or other person, as the case may be, shall have acted in good faith.
23. Amendment, Modification, Suspension and Termination of the Plan;
Rescissions and Corrections. The Compensation and Option Committee, at any time
may terminate, and at any time and from time to time, and in any respect, may
amend or modify the Plan or suspend any of its provisions; provided, however,
that no such amendment, modification, suspension or termination shall, without
the consent of a participant, adversely affect any right or obligation with
respect to any Award theretofore made. The Committee at any time may rescind or
correct any actions made in error or that jeopardize the intended tax status or
legal compliance of the Plan.
24. Indemnification and Exculpation.
(a) Indemnification. Each person who is or shall have been a member of the
Compensation and Option Committee or a member of the Annual Incentive
Compensation Committee shall be indemnified and held harmless by the Company
against and from any and all loss, cost, liability or expense that may be
imposed upon or reasonably incurred by such person in connection with or
resulting from any claim, action, suit or proceeding to which such person may be
or become a party or in which such person may be or become involved by reason of
any action taken or failure to act under the Plan and against and from any and
all amounts paid by such person in settlement thereof (with the Company's
written approval) or paid by such person in satisfaction of a judgment in any
such action, suit or proceeding, except a judgment in favor of the Company based
upon a finding of such person's lack of good faith; subject, however, to the
condition that upon the institution of any claim, action, suit or proceeding
against such person, such person shall in writing give the Company an
opportunity, at its own expense, to handle and defend the same before such
person undertakes to handle and defend it on such person's behalf. The right of
indemnification shall not be exclusive of any other right to which such person
may be entitled as a matter of law or otherwise, or any power that the Company
may have to indemnify or hold such person harmless.
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(b) Exculpation. Each member of the Compensation and Option Committee and
each member of the Annual Incentive Compensation Committee shall be fully
justified in relying or acting in good faith upon any information furnished in
connection with the administration of the Plan or any appropriate person or
persons other than such person. In no event shall any person who is or shall
have been a member of the Compensation and Option Committee or a member of the
Annual Incentive Compensation Committee be held liable for any determination
made or other action taken or any omission to act in reliance upon any such
information, or for any action (including the furnishing of information) taken
or any failure to act, if in good faith.
25. Finality of Determinations. Each determination, interpretation or other
action made or taken pursuant to the provisions of the Plan by the Compensation
and Option Committee or the Annual Incentive Compensation Committee shall be
final and shall be binding and conclusive for all purposes and upon all persons,
including, but without limitation thereto, the Company, its stockholders, the
Compensation and Option Committee and each of the members thereof, the Annual
Incentive Compensation Committee and each of the members thereof, and the
directors, officers, and employees of the Company, the Plan participants, and
their respective successors in interest.
26. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Michigan.