Exhibit 10-CC-2
Description
of President and CEO Compensation Arrangements
After reviewing the Companys 2006 performance results and Mr. Mulallys leadership role in
progressing his key priorities, on February 27, 2007, the Compensation Committee of the Board of
Directors decided to grant Alan Mulally, President and Chief Executive Officer, on March 5, 2007
nonqualified stock options with a value of $6 million. The options will have a ten-year term and
vest over a three-year period (33% after one year, 33% after two years and 34% after three years).
The $6 million value represents the final March 5, 2007 option grant value that previously was
described as having a $5 million minimum value in the accession agreement between the Company and
Mr. Mulally dated as of September 1, 2006.
Additionally,
on February 27, 2007, the Compensation Committee clarified the
terms of Mr. Mulallys employment arrangement concerning the use of
Company aircraft for personal reasons. As previously disclosed, Mr.
Mulally is required to use Company aircraft for personal travel for
security reasons and is entitled to have his wife, children, and
guests travel with him at Company expense. We have clarified that Mr.
Mulallys arrangement covers travel by his wife, children, and guests
on Company aircraft for personal reasons without him at Company
expense, at his request.