Exhibit
10-D
FORD
MOTOR COMPANY
BENEFIT
EQUALIZATION PLAN
(Amended
as of October 1, 2006)
Section
1. Purpose.
The
purpose of this Plan is to preserve certain benefits of employees under the
Company's tax qualified General Retirement Plan, Ford Retirement Plan and
Savings and Stock Investment Plan for Salaried Employees by providing
appropriate Equalization Benefits under this Plan in place of benefits which
cannot be provided under such tax qualified plans because of limitations imposed
by Section 415 and Section 401(a)(17) of the Internal Revenue Code of 1986,
as
amended.
Section
2. Definitions.
As
used
in this Plan, the following terms shall have the following meanings,
respectively:
2.01 "BEP
Salary Reductions"
shall
mean that portion of salary at the basic salary rate which would have been
credited to an employee's account before January 1, 1985 pursuant to a salary
reduction agreement under paragraph V-2 of the SSIP but which by reason of
Code
Section 415, exceeds salary reduction contributions that can be made by the
Company on an employee's behalf under the Tax-Efficient Savings Program of
the
SSIP.
2.02
"Company"
shall
mean Ford Motor Company and such of the subsidiaries of Ford Motor Company
as,
with the consent of Ford Motor Company, shall have adopted this
Plan.
2.03 "Committee"
shall
mean the Compensation Committee of the Board of Directors of Ford Motor
Company
2.04 "Contributory
Service"
shall
have the meaning given that term in the GRP. "Distribution",
"account"
and
"current
market value"
as used
in Section 3.02 of this Plan shall have the meanings given those terms as used
in the SSIP.
2.05
"Designated Third Party Administrator" shall
be
Fidelity Institutional Retirement Services Company or a successor vendor who
the
Company shall employ to act as record keeper to maintain employee subaccounts
and process elections.
2.06 "ERISA
"
shall
mean the Employee Retirement Income Security Act of 1974, as amended from time
to time.
2.07
"Ford Retirement Plan" or
"FRP" shall
mean the Ford Motor Company Retirement Plan, as amended from time to time,
for
salaried employees of Ford Motor Company and its participating subsidiaries,
who
are hired or rehired on or after January 1, 2004.
2.08
"General Retirement Plan" or "GRP"
shall
mean the Ford Motor Company General Retirement Plan for Salaried and Certain
Other Employees, as amended from time to time.
2.09
"Internal Revenue Code" or "Code"
shall
mean the Internal Revenue Code of 1986, as amended from time to
time.
2.10 "Limitations"
shall
mean the limitations on benefits and/or contributions imposed on qualified
plans
by Code Sections 415 and 401(a)(17).
2.11 "PBGC"
shall
mean the Pension Benefit Guaranty Corporation.
2.12 "Savings
and Stock Investment Plan" or "SSIP"
shall
mean the Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees, as amended from time to time.
2.13
"Separation From Service" shall
mean termination from Company employment.
2.14
"Specified Employee" shall
mean an employee of the Company who is a Key Employee as defined in Code Section
416(i) without regard to paragraph 5 thereof. A Specified Employee shall be
identified as of December 31st
of each
calendar year and shall apply to any Specified Employee who shall incur a
Separation From Service in the 12-month period commencing January 1st
of the
immediately succeeding calendar year. This provision is effective for Specified
Employees who incur a Separation From Service on or after January 1,
2005.
2.15
"Subsidiary"
shall
mean, as applied with respect to any person or legal entity specified, (i)
a
person or legal entity with a majority of the voting stock of which is owned
or
controlled, directly or indirectly, by the person or legal entity specified
or
(ii) any other type of business organization in which the person or legal entity
specified owns or controls, directly or indirectly, a majority
interest.
Section
3. Equalization of Benefits.
3.01 GRP
Equalization Benefits.
|
(a)
|
A
Periodic GRP Equalization Benefit shall be provided for and associated
with each payment of a GRP benefit that is subject to the Limitations
or
delayed pursuant to provisions set forth in
(b)(iii).
|
| (b) |
The
Periodic GRP Equalization Benefit:
|
| (i) |
Shall
be equal in amount to the difference between the GRP benefit and
the
corresponding benefit that would be payable under the GRP without
regard
to the Limitations. In determining the amount of the Periodic GRP
Equalization Benefit, the member's salary shall be the member's salary
(as
that term is defined in the GRP) plus BEP Salary Reductions for periods
before January 1, 1985 which are credited under this Plan pursuant
to
Section 3.02(a)(ii)(C) below, but the member shall not make contributions
hereunder based on such BEP Salary
Reductions.
|
| (ii) |
Shall
be paid monthly by the Company to the person receiving payment of
the
corresponding GRP benefit and, for distributions commencing on and
after
January 1, 2005, shall be paid commencing on the first day of the
month
following the date that is the later of the date the
employee:
|
| 1) |
Reaches
at least age 55 with 10 years of
service;
|
| 2) |
Reaches
30 years of service;
|
| 3) |
Reaches
age 65 or older with one year of service; or
|
| 4) |
Has
a Separation From Service.
|
|
(iii)
|
Notwithstanding
any other provision of the Plan to the contrary, if a Specified Employee
incurs a Separation From Service from the Company, payment of any
Periodic
GRP Equalization Benefit accrued or vested after December 31, 2004,
shall
not commence (or be paid) earlier than the first day of the seventh
month
following Separation From Service. The payment delayed under this
Section
shall not bear interest.
|
|
(c)
|
For
distributions commencing on or before December 31, 2004, as an alternative
to the Periodic GRP Equalization Benefit, the Company and an employee
eligible for the Periodic GRP Equalization Benefit under this Section
3.0l
may agree on payment of the actuarial equivalent in a lump sum cash
payment of such Periodic GRP Equalization Benefit, subject to the
following conditions and such other conditions as may be determined
by the
Executive Vice President and Chief Financial Officer, the Senior
Vice
President-General Counsel and the Group Vice President-Corporate
Human
Resources and Labor Affairs:
|
|
(i)
|
The
actuarial equivalent shall be determined on the basis of the interest
rates and mortality tables, which would be used by the PBGC for
determining the present value of liability for pensioners' benefits
in the
case of a terminated retirement plan under Title IV of ERISA and
which are
in effect in the month prior to the month when the employee's GRP
benefit
begins.
|
|
(ii)
|
The
agreement must be entered into (A) prior to the year in which the
employee's retirement occurs and (B) not later than six months before
the
actual retirement date; provided, however, that the requirement contained
in Subsection (B) immediately above shall not apply to such an agreement
entered into in l984 by the Company and an eligible employee who
retires
before July l, l985.
|
|
|
(iii)
|
The
agreement once entered is
irrevocable.
|
| (iv) |
Evidence
of good health at the time of the agreement will be
required.
|
Payment
under such lump sum agreement relating to distributions on or before December
31, 2004 shall be made by the Company as soon as practicable after payment
of
the GRP benefit begins.
The
GRP
Equalization Benefits commencing on and after January 1, 2005 shall be made
as
periodic payments pursuant to Section 3.01(b).
3.02
Savings and Stock Investment Plan Equalization Benefits.
|
(a)
|
Pre-1985
Subaccount.
|
The
provisions of this Subsection 3.02(a) shall apply in determining that part
of an
eligible employee's SSIP Equalization Benefit subaccount based on periods of
service until December 31, 1984.
|
(i)
|
For
an employee who made the election regarding payroll deductions provided
in
this Subsection, or who elected to have credited under this Plan
BEP
Salary Reductions, a SSIP Equalization Benefit shall be provided
with
respect to any class or classes of the SSIP before January 1, 1985
with
respect to which Company or employee contributions were subject to
the
Limitations.
|
|
(ii)
|
If
at any time during a plan year ending before January 1, 1985 it appeared
that contributions by or on behalf of an employee (including any
related
Company matching contributions) to the SSIP would be subject to the
Limitations, such an employee may have elected to have the Company
retain
in its general funds and have credited for purposes of computing
a
member's subaccount of the SSIP Equalization Benefit under this Section
3.02(a):
|
|
|
(A)
|
by
payroll deduction authorization under this Plan that portion of the
amount
the employee had elected to contribute as employee regular savings
contributions to the SSIP for such pay period (by a payroll deduction
authorization in effect for such pay period under paragraph IV of
the
SSIP) which, when added to all other actual and projected Annual
Additions
as defined under paragraph XXXI of the SSIP during such plan year,
exceeded the Limitations.
|
|
|
(B)
|
that
portion of regular savings and related earnings which have been returned
to the employee pursuant to the provisions of paragraph XXXI of the
SSIP,
and
|
|
|
(C)
|
the
employee's BEP Salary Reductions.
|
|
|
(iii)
|
There
has been established for each eligible employee a subaccount for
periods
of participation under this Section 3.02(a) under the SSIP Equalization
Benefit Account. This subaccount shall be equal to the amounts retained
by
the Company pursuant to Section 3.02(a)(ii) of this Plan adjusted
on the
basis of investment performance and the member's election as to investment
of funds under paragraph VIII and transfer of the value of employee
and
Company contributions under paragraph IX of the SSIP as though
contributions and credits to the member's account hereunder had been
so
invested less any withdrawals pursuant to Section 3.02(a)(iv) of
this
Plan; provided, however, that an election by a Company officer of
investment in Company common stock shall not apply under this Plan
with
respect to contributions pursuant to Section 3.02(a)(ii) of this
Plan
(other than related Company matching contributions) which were made
or
credited hereunder by or on behalf of such Company officer; and the
officer will be required to make any other investment election permitted
under paragraph VIII of the SSIP with respect to such
amounts.
|
|
(iv)
|
An
employee may not withdraw any amounts in excess of the member's regular
savings contributions under this Plan and may not borrow against
the
subaccount of the member's SSIP Equalization
Benefit.
|
|
(v)
|
The
SSIP Equalization Benefit under this Section 3.02(a) shall be equal
to the
amount at the time of distribution credited to the employee's subaccount
of the SSIP Benefit Equalization Account as determined under Section
3.02(a)(iii) above.
|
| (b) |
Post-1984
Subaccount.
|
The
provisions of this Subsection 3.02(b) shall apply in determining an eligible
employee's SSIP Equalization Benefit subaccount based on periods of service
beginning January l, l985.
|
(i)
|
If
at any time during a plan year beginning on or after January 1, 1985
contributions by or on behalf of an employee and related Company
matching
contributions to the SSIP are subject to the Limitations there shall
be
credited for purposes of computing the eligible employee's SSIP
Equalization Benefit under this Section 3.02(b) an amount equal to
the
Company matching contributions which would have been made under the
SSIP
based upon the employee's SSIP elections except that such Company
matching
contributions cannot be made because of the Limitations. For periods
on or
after October 1, 1995, the Company Matching Contributions shall be
made in
the form of units in the Ford Stock Fund rather than shares of Ford
common
stock.
|
| (ii) |
There
shall be established for each eligible employee a subaccount for
periods
of participation under this Section 3.02(b) under the SSIP Equalization
Benefit Account. For periods prior to May 1, 1996, this subaccount
shall
be equal to the amounts credited by the Company pursuant to Section
3.02(b)(i) of this Plan adjusted on the basis of investment performance
and any election by the member to transfer the value of matured Company
matching contributions under paragraph 4.2 of the SSIP, as though
credits
to the member's account hereunder had been so invested. For periods
May 1,
1996 and after, this subaccount shall be equal to the amounts credited
by
the Company pursuant to Section 3.02(b)(i) of this Plan and adjusted
on
the basis of investment performance attributable to any separate
investment election made by an eligible employee (other than a Company
officer) on or after May 1, 1996. The investment options for managing
the
sub account shall be identical to the investment options specified
in
Article VIII of the SSIP, although they will have separate fund codes.
Any
BEP credits earned will be based on the investment options available
under
Article VIII of the SSIP. The Designated Third Party Administrator
will
maintain the accounts and process the elections and otherwise be
the
recordkeeper with respect to this subaccount. Company officers with
this
subaccount are not eligible to reallocate or transfer credits under
the
subaccount from the Ford Stock Fund to other investment options,
or from
other investment options to the Ford Stock
Fund.
|
|
|
(iii)
|
An
employee may not withdraw any amounts credited under this Section
3.02(b)
and may not borrow against this subaccount of the member's SSIP
Equalization Benefit. This subaccount will not accept rollovers from
other
plans.
|
|
(iv)
|
The
SSIP Equalization Benefit under this Section 3.02(b) shall be equal
to the
amount at the time of distribution credited to the employee's subaccount
of the SSIP Benefit Equalization Account as determined under Section
3.02(b)(ii) above.
|
| (v) |
In
the event of death of an eligible employee with an SSIP Benefit
Equalization subaccount, the balance of the subaccount shall be payable
to
the same beneficiary as the eligible employee has designated under
Article
XIV of the SSIP unless the eligible employee makes a separate designation
under this Plan pursuant to the rules established by the
Committee.
|
|
(c)
|
Payment
of SSIP Equalization
Benefit.
|
The
SSIP
Equalization Benefit:
| (i) |
Shall
be paid in a lump sum cash payment by the Company to the employee
or, if
the employee is deceased, to the employee's beneficiary under the
SSIP,
and shall be made as soon as practicable after the earlier of death
or
Separation From Service.
|
| (ii) |
Notwithstanding
any other provision of the Plan to the contrary, if a Specified Employee
incurs a Separation From Service, payment of the amount credited
to their
SSIP Equalization Benefit sub account, accrued or vested after
December
31, 2004 shall be paid no earlier than the first day of the seventh
month
following Separation From Service. Any distribution delayed under
this
Section shall not bear interest. Specified Employees will be permitted
to
continue to manage their investment elections in their sub account
during
the six-month delay and the Company assumes no responsibility for
resulting gains or losses.
|
| 3.03 |
Ford
Retirement Plan (FRP) Equalization
Benefits
|
| (a) |
FRP
Subaccount.
|
The
provisions of this Subsection 3.03(a) shall apply in determining an eligible
employee's FRP Equalization Benefit for periods of service beginning on or
after
January 1, 2004.
| (i) |
The
Company shall establish a book entry account for each eligible employee
for purposes of computing the employee's FRP Equalization Benefit
under
this Section 3.03. The eligible employee's FRP Equalization Benefit
under
this Subsection 3.03(a) shall be equal to the amount(s) credited
to the
book entry account at the time of
distribution.
|
| (ii) |
If,
at any time during a plan year beginning on or after January 1, 2004,
contributions made to the FRP on behalf of an eligible employee are
limited due to the application of the Limitations, there shall be
credited
to the book entry account established for the employee pursuant to
this
Subsection 3.03(a) an amount equal to the amount of Company contributions
that would have been made under the FRP on behalf of the employee
but for
the application of the Limitations.
|
| (iii) |
Each
eligible employee's book entry account also will be credited or debited
with amounts determined based on investment options selected by the
eligible employee under this Subsection 3.03(a)(iii). The investment
options available for selection under this Subsection 3.03(a)(iii)
shall
be identical to the investment options available under the FRP, but
will
have separate fund codes. Each eligible employee shall select which
investment options are to be used in determining the employee's FRP
Equalization Benefit. In the absence of an investment selection by
an
eligible employee, the employee's book entry account will be credited
or
debited with amounts based on the appropriate Fidelity Freedom Fund
offered under the FRP as identified by the Company for the employee.
The
Designated Third Party Administrator will maintain a record of each
book
entry account, process investment selections, and otherwise be the
record
keeper of the book entry accounts. Investment options selected under
this
Section 3.03 shall be used solely for purposes of determining an
eligible
employee's FRP Equalization Benefit. An eligible employee's FRP
Equalization Benefit will be based on the value of the eligible employee's
book entry account as if the amounts in the book entry account had
been
invested in actual investments selected by the employee; however,
no such
investments shall be made on behalf of the eligible employee. Eligible
employees shall not have voting rights or any other ownership rights
with
respect to any investment options selected as the measuring mechanism
for
book entry accounts established under this Section 3.03.
|
| (iv) |
Employees
may not withdraw or borrow against amounts credited to any book account
under this Subsection 3.03(a). Book entry accounts will not accept
rollovers from other plans.
|
| (b) |
Payment
of FRP Equalization
Benefit.
|
The
FRP
Equalization Benefit:
| (i) |
Shall
be paid in a lump sum cash payment by the Company to the eligible
employee
or, if the eligible employee is deceased, to the eligible employee's
beneficiary under the FRP, and shall be made as soon as practicable
after
the earlier of the eligible employee's death or Separation From Service.
In the event of the death of an eligible employee with a FRP Benefit
Equalization book entry account, the balance of the book entry account
shall be payable to the same beneficiary as the eligible employee
designated under Article XII of the FRP, unless the eligible employee
makes a separate designation under this Plan pursuant to the rules
established by the Committee.
|
| (ii) |
Notwithstanding
any other provision of the Plan to the contrary, if a Specified Employee
incurs a Separation From Service, payment of any amount credited
to the
Specified Employee's FRP Equalization Benefit book entry account,
accrued
or vested after December 31, 2004, shall not be made earlier than
the
first day of the seventh month following Separation From Service.
The FRP
Equalization Benefit under this Subsection 3.03(b) shall be equal
to the
amount credited to the eligible employee's book entry account at
the time
of distribution as determined under Subsection 3.03(a). Specified
Employees will be permitted to continue to manage their book entry
accounts during the six-month delay and the Company assumes no
responsibility for resulting gains and/or
losses.
|
Section
4. Equalization Benefits Not Funded.
The
Company's obligations under this Plan shall not be funded and Equalization
Benefits under this Plan shall be payable only out of the general funds of
the
Company.
Section
5. Amendment, Termination, Etc.
The
Board
of Directors of the Company shall have the right at any time to amend, modify,
discontinue or terminate this Plan in whole or in part; provided, however,
that
no such action shall deprive any person of an Equalization Benefit under this
Plan in respect of any GRP benefit or any SSIP benefit to which the member's
rights shall have become vested (under the vesting provisions of the applicable
Plans, without regard to any provisions limiting benefits or contributions)
prior to the date of such action by the Board of Directors.
Section
6. Administration and Interpretation of the Plan.
Full
authority to administer and interpret this Plan shall be vested in the
Compensation Committee of the Board of Directors of the Company. The Committee
is authorized from time to time to establish such rules and regulations as
it
may deem appropriate for the proper administration of the Plan, and to make
such
determinations under, and such interpretations of, and to take such steps in
connection with, the Plan as it may deem necessary or advisable. Each
determination, interpretation, or other action by the Committee shall be in
its
sole discretion and shall be final, binding and conclusive for all purposes
and
upon all persons.
References
to Articles, Sections or paragraphs of the Code or of the GRP or of the SSIP
shall be applicable to any corresponding provision of the Code or of the
applicable plans containing essentially the same Limitations, in the event
that
the applicable Code or plan provisions shall be renumbered.
Section
7. Local Payment Authorities
The
Vice
President and Treasurer and the Assistant Treasurer (or in the event of a change
in title, their functional equivalent) may act individually to delegate
authority to administrative personnel to make benefit payments to employees
in
accordance with plan provisions.
Section
8. Deductions
The
Company may deduct from any Benefit Equalization payment to an eligible employee
all amounts owing to it by such eligible employee for any reason, and all taxes
required by law or government regulation to be deducted or
withheld.
Section
9. Visteon Corporation.
The
following shall be applicable to employees of Ford who were transferred to
Visteon Corporation on April 1, 2000 ("U.S. Visteon Employees") and who ceased
active participation in the Plan as of June 30, 2000 after Visteon Corporation
was spun-off from Ford, June 28, 2000.
| (a) |
Group
I and Group II Employees
|
|
For
purposes of this paragraph, a "Group I Employee" shall mean a U.S.
Visteon
Employee who as of July 1, 2000 was eligible for immediate normal
or
regular early retirement under the provisions of the GRP as in effect
on
July 1, 2000. A "Group II Employee" shall mean a U.S. Visteon Employee
who
(i) was not a Group I Employee; (ii) had as of July 1, 2000 a combination
of age and continuous service that equals or exceeds sixty (60) points
(partial months disregarded); and (iii) could become eligible for
normal
or regular early retirement under the provisions of the GRP as in
effect
on July 1, 2000 within the period after July 1, 2000 equal to the
employee's Ford service as of July 1, 2000. A Group I or Group II
Employee
shall retain eligibility to receive a GRP Equalization Benefit and/or
a
SSIP Equalization Benefit and shall receive such benefits as are
applicable under the terms of the Plan in effect on the retirement
date,
based on meeting eligibility criteria as of July 1, 2000 with respect
to
GRP or SSIP participation prior to July 1, 2000 and upon incurring
a
Separation From Service from Visteon, or from the Company for Group
I or
II Employees who return to Company employment pursuant to the Visteon
Salaried Employee Transition Agreement dated as of October 1, 2005
and any
subsequent amendments thereto.
|
| (b) |
Group
III Employees.
|
|
For
purposes of this paragraph, a "Group III Employee" shall mean a U.S.
Visteon Employee who participated in the GRP prior to July 1, 2000
other
than a Group I or Group II Employees. The Plan shall have no liability
for
a GRP Equalization Benefit and/or a SSIP Equalization Benefit payable
to
Group III Employees who were otherwise eligible hereunder with respect
to
GRP or SSIP participation prior to July
1, 2000 on or after July 1, 2000.
|
Section
10. Code
Section 409A.
With
respect to benefits accrued or vested after December 31, 2004, the Company
reserves the right to take such action, on a uniform basis, as the Company
deems
necessary or desirable to ensure compliance with Code Section 409A, and
applicable additional regulatory guidance thereunder, or to achieve the goals
of
the Plan without having adverse tax consequences under this Plan for any
employee or beneficiary.
After
receipt of Plan benefits accrued or vested after December 31, 2004, the
obligations of the Company with respect to such benefits shall be satisfied
and
no employee, surviving spouse, or beneficiary shall have any further claims
against the Plan or the Company with respect to Plan benefits accrued or vested
after December 31, 2004.
Section
11. Claim for Benefits
Denial
of a Claim
A
claim
for benefits under the plan shall be submitted in writing to the plan
administrator. If a claim for benefits or participation is denied in whole
or in
part by the plan administrator, the employee will receive written notification
within a reasonable period from the date the claim for benefits or participation
is received. Such notice shall be deemed given upon mailing, full postage
prepaid in the United States mail or on the date sent electronically to the
employee. If the plan administrator determines that an extensive period of
time
for processing is required, written notice shall be furnished to the employee
as
soon as practical.
Review
of Denial of the Claim to the Committee
In
the
event that the plan administrator denies a claim for benefits or participation,
the employee may request a review by filing a written appeal to the Committee
within sixty (60) days of receipt of the written notification of denial. The
appeal will be considered at the Committee's next scheduled meeting. Under
special circumstances an extension of time for processing may be required in
which case a decision shall be rendered as soon as practical. In the event
such
an extension is needed, written notice shall be provided to the
employee.
Decision
of the Committee
The
decision on review of the appeal shall be in writing. Such notice shall be
deemed given upon mailing, full postage prepaid in the United States mail or
on
the date sent electronically to the retired employee. Decisions of the Committee
are final and conclusive and are only subject to the arbitrary and capricious
standard of judicial review.
Limitations
Period
No
legal
action for benefits under the plan may be brought against the plan until after
the claims and appeal procedures have been exhausted. Legal actions under the
plan for benefits must be brought no later than two (2) years after the claim
arises. No other action may be brought against the plan more than six (6) months
after the claim arises.