Exhibit
10-J
Ford
Motor Company
Directors
Life Insurance
and
Optional Retirement Plan
(As
Amended as of October 1, 2006)
Section
1. Introduction.
This
Plan has been established for the purpose of providing Eligible Directors,
and
Eligible Retired Directors, as herein defined, with life insurance and optional
retirement benefits under certain circumstances. The Plan is an expression
of
the Company's present policy with respect to those Company directors and retired
directors who meet the eligibility requirements set forth below; it is not
a
part of any contract of employment and no director or other person shall have
any legal or other right to any benefit under the Plan. The Company reserves
the
right to terminate, amend or modify the Plan, in whole or in part, at any time
without notice.
Section
2. Definitions.
As used
in this Plan:
a.
"Board
of Directors"
or
"Board"
shall
mean the Board of Directors of the Company.
b.
"Company"
shall
mean Ford Motor Company.
c.
"Director
Service"
shall
mean years of service as a member of the Board of Directors, not exceeding
one
year in any calendar year.
d.
"Effective
Date"
means
November 1, 1985.
e.
"Eligible
Director"
shall
mean a member of the Board of Directors on or after the Effective Date who
is
not a Company employee and has not retired from Company employment on or after
December 1, 1977.
f.
"Eligible
Retired Director"
shall
mean a Retirement Eligible Director who shall have retired from the Board of
Directors.
g.
"Internal
Revenue Code" or "Code"
shall
mean the Internal Revenue Code of 1986, as amended from time to
time.
h.
"Normal
Retirement Age"
shall
mean the date of the annual stockholders meeting of the Company immediately
following the Retirement Eligible Director's attainment of age 70. "Normal
Retirement Date"
shall
mean the first day of the first calendar month coincident with or next following
such Retirement Eligible Director's Normal Retirement Age.
i.
"Plan
Year"
shall
mean a calendar year.
j.
"Retirement
Eligible Director"
shall
mean an Eligible Director who has completed at least five years of Director
Service and has attained age 55.
Section
3. Benefit.
(a)
Life
Insurance.
Except
as otherwise provided in Section 3(b) immediately below, an Eligible Director
or
Eligible Retired Director shall be entitled to life insurance in the amount
of
$200,000.
(b)
Optional
Death and Retirement Benefits.
A
Retirement Eligible Director meeting the eligibility requirements set forth
in
Section 3(b)(1) or (2) below may elect optional death and retirement benefits
described in Section 3(b)(3) below in lieu of the life insurance described
in
Section 3(a) immediately above, as follows:
(1)
Normal
Retirement Date.
A
Retirement Eligible Director whose Normal Retirement Date occurs after the
Effective Date and who, in accordance with Section 3(b)(5) below, elected to
receive the optional death and retirement benefit described in Section 3(b)(3)
below shall receive such optional death and retirement benefit.
(2)
Resignation
Prior to Normal Retirement Date.
A
Retirement Eligible Director who resigns from the Board of Directors on or
after
January 1, 1993 and prior to such director's Normal Retirement Date and who,
in
accordance with Section 3(b)(5) below, elected to receive the optional death
and
retirement benefit described in Section 3(b)(3) below shall receive such
optional death and retirement benefit with approval of the Board of
Directors.
(3)
Benefit.
The
optional death and retirement benefit with respect to a Retirement Eligible
Director who has made an election in accordance with Section 3(b)(5) below
shall
be as follows:
(i)
life
insurance in the amount of $100,000, plus
(ii)
a
monthly benefit, payable to such director during such director's lifetime,
in
the amount of $1,250 per month, beginning on the earlier of:
(A)
with
respect to a Retirement Eligible Director who meets the requirements of Section
3(b)(1) above, such director's Normal Retirement Date; or
(B)
with
respect to a Retirement Eligible Director who meets the requirements of Section
3(b)(2) above, the first day of the calendar month coincident with or next
succeeding such director's resignation date.
(4)
Waiver
of Conversion Rights.
A
Retirement Eligible Director who makes the election provided in this Section
3(b) must waive any right to the conversion of the reduction in the amount
of
the life insurance.
(5)
Optional
Death and Retirement Benefit Election.
Within
thirty (30) days of becoming an Eligible Director, each Eligible Director may
make an irrevocable election to receive the optional death and retirement
benefit described in Section 3(b)(3) above in lieu of the life insurance benefit
described in Section 3(a) above.
Section
4. Payments.
The
life insurance described in Section 3(a) or 3(b)(3)(i) shall be provided by
the
purchase from an insurance carrier of an insurance contract upon terms and
conditions approved by the Executive Vice President and Chief Financial Officer
or the designee of such officer. The retirement benefits provided in Section
3(b)(3)(ii) shall be payable out of the Company's general funds beginning on
the
date described in Section 3(b)(3)(ii)(A) or (B), as applicable, and shall cease
at the end of the month in which such Eligible Retired Director
dies.
Section
5. Designation of Beneficiary.
The
death benefits payable under the life insurance described in Section 3(a) or
3(b) (3)(i) shall be paid to the Eligible Director's or Eligible Retired
Director's designated beneficiary, as applicable, or if there is no such
beneficiary shall be paid in accordance with the provisions of the life
insurance contract.
Section
6. Administration and Interpretation.
The
Group Vice President - Corporate Human Resources and Labor Affairs and the
Executive Vice President and Chief Financial Officer shall have full power
and
authority on behalf of the Company to administer and interpret the Plan. All
decisions with respect to the administration and interpretation of the Plan
shall be final and shall be binding upon all persons.
Section
7. Amendments and Termination.
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 the beneficiary or estate of life
insurance proceeds with respect to an Eligible Director or Eligible Retired
Director who shall have died prior to the date of such action by the Board
of
Directors.
Section
8. Code
Section 409A.
| (a) |
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.
|
| (b) |
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 Eligible Director, 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.
|
| (c) |
For
the avoidance of doubt, and notwithstanding any provisions of the
Plan to
the contrary, in the event a Specified Employee becomes entitled
to a
benefit under this Plan, payment of any such benefit that accrued
or
vested on or after January 1, 2005 shall not commence (or be paid)
earlier
than the first day of the seventh month following termination from
employment with the Company. Any payment delayed under this Section
shall
not bear interest.
|
|
For
purposes of this Section, "Specified Employee" shall mean an eligible
member of the Board 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
terminate employment in the 12-month period commencing January
1st
of
the immediately succeeding calendar year. This provision is effective
for
Specified Employees who resign or terminate employment on or after
January
1, 2005.
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