FORD
MOTOR COMPANY DEFERRED COMPENSATION PLAN
(Amended
and Restated as of July 12, 2006)
1.
Purpose. This Plan, which shall be known as the “Ford Motor Company Deferred
Compensation Plan” and is hereinafter referred to as the “Plan”, is intended to
provide for the deferment of payment of (i) awards of incentive compensation
under the Ford Motor Company Annual Incentive Compensation Plan and similar
plans, (ii) base salary, (iii) incentive awards payable in cash or stock under
the Ford Motor Company 1990 Long-Term Incentive Plan, Ford Motor Company 1998
Long-Term Incentive Plan or any other incentive compensation plan of the Company
and (iv) new hire payments.
2.
Definitions. As used in the Plan, the following terms shall have the following
meanings, respectively:
(a)
The
term “AIC Plan” shall mean the Ford Motor Company Annual Incentive Compensation
Plan, as amended.
(b)
The
term “Committee” shall mean, unless the context otherwise requires, the
following as they from time to time may be constituted:
(i)
The
Compensation Committee with respect to all matters affecting any Section 16
Person.
(ii)
The
Deferred Compensation Committee with respect to all matters affecting employees
other than Section 16 Persons.
(c)
The
term “Company” when used in the Plan with reference to employment shall include
subsidiaries of the Company.
(d)
The
term “Compensation Committee” shall mean the Compensation Committee of the Board
of Directors of the Company.
(e)
The
term “Deferred Compensation” shall mean compensation deferred pursuant to
paragraph (a), (b), (c) or (d) of Section hereto, and any interest equivalents,
dividend equivalents or other earnings or return on such amounts determined
in
accordance with the Plan.
(f)
The
term “Deferred Compensation Account” with respect to a participant shall mean
the book entry account established by the Company for such participant with
respect to his or her Deferred Compensation.
(g)
The
term “Deferred Compensation Committee” shall mean the committee comprised of the
Group Vice President, Corporate Human Resources and Labor Affairs, the Executive
Vice President and Chief Financial Officer and the Senior Vice President and
General Counsel or such other persons as may be designated members of such
Committee by the Compensation Committee.
(h)
The
term “employee” shall mean any person who is regularly employed by the Company
or a subsidiary 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 a
subsidiary.
(i)
The
term “Ford Stock” shall mean Ford Common Stock.
(j)
The
term “Ford Stock Unit” shall mean a unit having a value based upon Ford
Stock.
(k)
The
term "IPOC" shall mean the Investment Process Oversight Committee comprised
of
the Vice President - Treasurer, the Associate General Counsel and Secretary,
and
the Vice President - Human Resources.
(l)
The
term "Investment Process Committee" shall mean the committee comprised of the
Director - Global Trading and Governance, the Director - Asset Management,
and
the Manager - Savings and Executive Retirement Plans, North
America.
(m)
The
term “LTI Plan” shall mean the Ford Motor Company 1990 Long-Term Incentive Plan,
as amended, the Ford Motor Company 1998 Long-Term Incentive Plan, as amended,
or
any other long-term incentive plans subsequently adopted by the Company that
are
substantially similar to such plans.
(n)
The
term “SC Plan” shall mean the Ford Motor Company Supplemental Compensation Plan,
as amended.
(o)
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.
(p)
The
term “SSIP” shall mean the Company’s Savings and Stock Investment Plan for
Salaried Employees, as amended.
(q)
The
term “subsidiary” shall mean (i) any corporation a majority of the voting stock
of which is owned directly or indirectly by the Company or (ii) any limited
liability company a majority of the membership interest of which is owned
directly or indirectly by the Company.
(r)
The
term “VIP Plan” shall mean Ford Motor Credit Company Variable Incentive Plan, as
amended.
3.
Administration. Except as otherwise herein expressly provided, the Compensation
Committee shall have full power and authority to construe, interpret and
administer the Plan. The Compensation Committee shall make all decisions
relating to matters affecting any Section 16 Person, but may otherwise delegate
any of its authority under the Plan. The Compensation Committee and the Deferred
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.
4. Eligibility
of Participants; Amounts Deferrable.
(a)
Participating Subsidiaries and Foreign Location Participants. The Deferred
Compensation Committee shall determine the extent to which subsidiaries and
employees at foreign locations may participate in the Plan or similar plans
and
the type and amount of compensation that may be deferred under, or the type
and
amount of account balances that may be transferred to, the Plan pursuant to
this
paragraph (a).
(b)
Annual Incentive Compensation Deferrals Under the AIC Plan and Other Similar
Plans. Subject to any limitations determined under paragraph (a) or paragraph
(g) of this Section 4 or paragraph (a) of Section 5, U.S. employees who receive
an annual incentive compensation award or an installment of such an award
payable in cash under the AIC Plan or the VIP Plan, are eligible to defer
payment under the Plan from 1% to 100%, in 1% increments, of such amount net
of
applicable taxes, but not less than $1,000, provided that such employees are
actively employed by the Company in Leadership Level 1-5 or the equivalent
at
the time of the election to defer. Notwithstanding the foregoing, the
Compensation Committee may in its sole discretion allow deferrals under this
paragraph (b) by persons that do not meet the eligibility requirements described
above.
(c)
Base
Salary Deferrals. Subject to any limitations determined under paragraph (a)
or
paragraph (g) of this Section 4, U.S. employees who are eligible to participate
in the AIC Plan or the VIP Plan, and who are actively employed by the Company
in
Leadership Level 1-5 or the equivalent at the time a salary deferral election
is
made are eligible to defer payment of from 1% to 50% of base salary in 1%
increments, provided that the Compensation Committee has determined that base
salary deferrals may be made for the employment period covered by such deferral.
Notwithstanding the foregoing, the Compensation Committee may impose such
additional limitations on eligibility as it deems appropriate in its sole
discretion.
(d)
Deferrals of Incentive Compensation. Subject to any limitations determined
under
paragraph (a) or paragraph (g) of this Section 4, U.S. employees who are
eligible to participate in the AIC Plan or the VIP Plan, and who are actively
employed by the Company at the time an election is made to defer payment of
an
award payable under the LTI Plan or other incentive compensation plan are
eligible to defer payment of from 1% to 100%, in 1% increments, of such award
net of applicable taxes, but not less than $1,000 or the equivalent value
determined at the time of the deferral, provided that the Compensation Committee
has determined that deferrals may be made for such awards. Notwithstanding
the
foregoing, the Compensation Committee may in its sole discretion allow deferrals
under this paragraph (d) by persons that do not meet the eligibility
requirements described above.
(e)
Deferral of Awards under SC Plan. Notwithstanding anything in the Plan to the
contrary, deferrals of awards of supplemental compensation made under the SC
Plan for years 1995-1997 shall be governed by the same provisions of the Plan
that apply to awards of incentive compensation under the AIC Plan. Any
references to the AIC Plan shall be deemed to cover awards under the SC
Plan.
(f)
Deferral of New Hire Payments. Notwithstanding anything contained in the Plan
to
the contrary, subject to any limitations determined under paragraph (a) or
paragraph (e) of this Section 4, newly hired U.S. employees who are eligible
to
participate in the AIC Plan or the VIP Plan, and who received an employment
offer from the Company that included a new hire payment in cash are eligible
to
defer payment from 1% to 100%, in 1% increments, of such new hire payment net
of
applicable taxes, but not less than $1,000, provided that such employees are
actively employed by the Company in Leadership Level 1-5 or the equivalent
at
the time the new hire payment would otherwise be payable in the absence of
such
deferral.
(g)
Eligibility of Compensation Committee Members. No person while a member of
the
Compensation Committee shall be eligible to participate under the
Plan.
(h)
Transfer of Deferral Accounts from SC Plan. Effective as of the close of
business on October 16, 1998, all outstanding book entry accounts maintained
under the SC Plan in the form of contingent credits for cash and/or Ford Common
Stock shall be transferred to the Plan and governed by the provisions of the
Plan. Upon such transfer, contingent credits for cash shall be valued based
on
the Fidelity Retirement Money Market Portfolio and contingent credits for Ford
Common Stock shall be valued based on the Ford Stock Fund until such time,
if
any, as all or any part of such amounts are transferred by the applicable
participants to other investment options available under the Plan. Ultimate
payout of a transferred deferral account shall be in cash, except that, to
the
extent that the transferred account is valued based on the Ford Stock Fund,
the
participant may make an election prior to the transfer of the account to receive
the ultimate payout in whole shares of Common Stock.
(i)
Transfer of Deferral Accounts to Visteon Plan. Anything in the Plan to the
contrary notwithstanding, all outstanding book entry deferral accounts
maintained under the Plan for participants who become employees of Visteon
Corporation ("Visteon") or any of its consolidated subsidiaries immediately
following employment with the Company shall be transferred to a new Visteon
Deferred Compensation Plan ("Visteon DCP") to be adopted by Visteon and governed
by the provisions of that plan, effective as of 5:00 p.m. Eastern Time on June
30, 2000 (the "Transfer Date"). The transferred account balances may not be
immediately available for redesignations under the Plan until account balances
have been properly verified by the recordkeepers for both plans. On and after
the Transfer Date, any deferrals by such employees shall be made under the
Visteon DCP, even if the election to defer was made prior to the Transfer Date.
Unless the participant changes his or her investment options for any such
deferral, the Visteon DCP shall honor the investment elections that were in
effect under this Plan for such class year and type of compensation to the
extent the Visteon DCP has the same investment choices. The Visteon DCP shall
have a Ford Stock Fund investment option for those transferred accounts that
had
deferrals based on the Ford Stock Fund under this Plan as of the Transfer Date,
but the Ford Stock Fund under the Visteon DCP shall be a "sell only" fund,
and
would not be available for any new deferrals or redesignations into such fund
from other funds or for credits based on dividend equivalents. Distributions
relating to the transferred accounts shall be made under the Visteon DCP in
the
form specified by the participant while employed by the Company.
(j)
Payout in Ford Stock. Anything in the Plan to the contrary notwithstanding,
the
Compensation Committee may determine that certain awards otherwise payable
in
Ford Stock under the LTI Plan that are deferred under the Plan shall be
distributed in whole shares of Ford Stock rather than in cash if, at the time
of
the initial deferral of the award, the participant elected (i) the Ford Stock
Fund as the option for measuring the value of the award and (ii) shares of
Ford
Stock rather than cash as the form of payment. In addition, the Committee may
require, as a condition to such deferral, that (x) the participant make the
elections described in (i) and (ii) above, (y) the value of such deferral
continue to be measured based on the Ford Stock Fund with no redesignation
of
such deferral to other measurement options under the Plan allowed and (z) the
ultimate form of payout may not be changed by the participant to
cash.
5. Deferral
Elections.
(a)
Annual Incentive Compensation Deferrals. For performance years beginning prior
to January 1, 2005, a participant’s decision to defer payment of annual
incentive compensation under paragraph (b) of Section 4 under the Plan must
be
made prior to October 31 of the performance year for which the compensation
is
determined. For performance years beginning on or after January 1, 2005, a
participant’s decision to defer payment of annual incentive compensation under
paragraph (b) of Section 4 under the Plan must be made prior to June 30 of
the
performance year for which the compensation is determined; provided, however,
that newly hired employees may not make such an election to defer payment of
annual incentive compensation in the year of hire.
(b)
Base
Salary Deferrals. A participant’s decision to defer payment of base salary under
the Plan must be made prior to the calendar year during which the base salary
will be earned; provided, however, that such decision may be made with respect
to base salary earned during the first calendar year that base salary deferrals
are permitted under the Plan within thirty days of implementation of the base
salary component of the Plan but prior to earning any such salary.
(c)
Incentive Compensation Deferrals. Subject to the limitations set forth in
Section 4 hereof, the Compensation Committee shall determine the required timing
for participants to make elections to defer payment of awards payable in cash
or
stock under the LTI Plan or other incentive compensation plan.
(d)
New
Hire Payment Deferrals. A participant’s decision to defer payment of a new hire
payment must be made on or before the date of hire.
(e)
Mandatory Deferrals. The Compensation Committee may mandatorily defer payment
under the Plan of a portion of certain annual incentive compensation awards
pursuant to the AIC Plan. The Compensation Committee may determine the extent
to
which it may mandatorily defer payment under the Plan of awards payable in
cash
or stock under the LTI Plan or other incentive compensation plan.
(f)
Deferred Compensation Accounts. Amounts deferred pursuant to paragraphs (a),
(b), (c), (d) or (e) of Section 5, and deferral amounts relating to any transfer
to the Plan pursuant to paragraph (h) of Section 4, will be credited by book
entry to the participant’s Deferred Compensation Account. All such amounts shall
be held in the general funds of the Company. Each participant shall have the
status of an unsecured general creditor of the Company with respect to his
or
her Deferred Compensation Account. The participant shall designate the
percentage of the amount elected for deferral to be allocated to each investment
option available under the Plan for purposes of accounting only and not for
actual investment.
In
addition, with respect to any particular deferral under the Plan, the
participant shall elect at the time of the initial deferral election (i) the
year in which distribution shall be made or distribution upon retirement and
(ii) the method of distribution desired with respect to any such deferral
election if the participant elected distribution upon retirement, i.e., in
a
lump sum payment or in up to ten annual installments.
(g)
Prohibited Elections or Other Actions. Notwithstanding anything contained in
the
Plan to the contrary, no otherwise permissible election or other action is
allowed that would trigger taxation of any amount under Section 409A of the
Internal Revenue Code of 1986, as amended.
6. Investment
Options; Methodology; No Ownership Rights.
(a)
General. The IPOC has the sole discretion to determine the investment options
available as the measurement mechanism for deferrals and redesignations under
the Plan, the manner and extent to which elections may be made, the method
of
valuing the various investment options and the Deferred Compensation Accounts
and the method of crediting the Deferred Compensation Accounts with, or making
other adjustments as a result of, dividend equivalents, interest equivalents
or
other earnings or return on such Accounts. The Investment Process Committee
shall perform the same functions under the Plan that it performs under the
SSIP.
(b)
Methodology. Unless otherwise determined by the Compensation Committee, the
methodology for valuing the various investment options and the Deferred
Compensation Accounts and for calculating amounts to be credited or debited
or
other adjustments to any Deferred Compensation Account with respect to any
investment options shall be the same as that used under the SSIP.
(c)
No
Ownership Rights. Investment options available under the Plan shall be used
solely for measuring the value of Deferred Compensation Accounts and accounting,
on a book entry basis, as if the deferred amounts had been invested in actual
investments, but no such investments shall be made on behalf of participants.
Participants shall not have any voting rights or any other ownership rights
with
respect to the investment options selected as the measuring mechanism for their
Deferred Compensation Accounts.
7. Redesignation
Within a Deferred Compensation Account.
(a)
General. Except as otherwise provided in paragraph (f) of this Section 7, a
participant or the beneficiary or legal representative of a deceased
participant, may redesignate amounts credited to a Deferred Compensation Account
among the investments available under the Plan. No redesignations relating
to a
particular deferral may occur on or after the scheduled distribution date for
the deferral under the Plan.
(b)
Eligible Participants. Active employees and retired participants are eligible
to
redesignate.
(c)
Permitted Frequency. Redesignations may be made at the same frequency as
transfers may be made under the SSIP.
(d)
Amount of Redesignation. Any redesignation relating to a particular deferral
shall be in a specified percentage or dollar amount of the investment option
from which the redesignation is being made.
(e)
Timing. Redesignation shall occur on the day the participant’s written
redesignation election form or telephonic election is received by the Company
or
its agent designated for this purpose; provided, however, that if such
redesignation request is received after 4 p.m. Eastern Time, or on a day that
is
not a business day (i.e., a day that either the Company’s World Headquarters
offices in Dearborn, Michigan or the principal offices of its designated agent
are not open to the public for business), then such redesignation shall be
effective on the next business day.
(f)
Limitations on Redesignations Involving Ford Stock Units. The Committee in
its
sole discretion at any time may rescind a redesignation in or out of Ford Stock
Units if such redesignation was made by a participant who (i) at the time of
the
redesignation the Committee believes was in the possession of material,
nonpublic information with respect to the Company and (ii) in the Committee’s
estimation benefited from such information by the timing of his or her
redesignation. In the event of a rescission, the participant’s Deferred
Compensation Account shall be restored to a status as though such redesignation
had not occurred.
8.
Adjustments. In the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, rights offering
or
any other change in the corporate structure of the Company or shares of Ford
Stock or units of any other investment option provided under the Plan, the
Compensation Committee shall make such adjustments, if any, as it may deem
appropriate in the number of Ford Stock Units, shares of Ford Stock, including
shares represented by Ford Stock Units, or shares or units of other investment
options credited to participants’ Deferred Compensation Accounts.
9. Distribution
of Deferred Compensation; Financial Hardship.
(a)
General. Except as otherwise provided in paragraph (b) of this Section 9 or
in
Section 11, or as otherwise determined by the Committee, distribution of all
or
any part of a participant’s Deferred Compensation Account shall be made on, or
as soon thereafter as practicable, (i) March 15 of the year selected by the
participant for distribution with respect to the particular deferral if the
participant is an active employee of the Company on the distribution date,
(ii)
the March 15 following death or termination for reasons other than retirement,
notwithstanding any prior selection by the participant of a subsequent year
for
distribution with respect to the particular deferral, (iii) the March 15
following retirement if the participant selected distribution upon retirement
with respect to the particular deferral and a lump sum distribution was
selected, or if the participant selected a particular year for distribution
with
respect to the particular deferral but retired prior to the year selected,
or
(iv) the March 15 following retirement with respect to the first annual
installment and continuing on the applicable number of consecutive anniversaries
of such date if no more than ten annual installments were selected by the
participant with respect to the particular deferral. Unless otherwise determined
by the Committee, a Deferred Compensation Account or part thereof relating
to a
particular distribution shall be valued, for purposes of the distribution,
as of
the following applicable date or as soon thereafter as practicable: March 15
of
the year of distribution or the next preceding day for which valuation
information is available. Notwithstanding anything contained in the Plan to
the
contrary, for post-2004 deferrals under the Plan, (i) termination of employment
other than for death shall not trigger acceleration of distribution of any
or
all of a participant's Deferred Compensation Account relating to such deferrals,
and (ii) no distribution of any or all of a Deferred Compensation Account
relating to such deferrals held by any "key employee" (defined under Section
416(i) of the Internal Revenue Code of 1986, as amended) shall occur earlier
than six months following the key employee's termination of employment, except
in the case of death. In addition, the Compensation Committee shall determine
the extent to which participants may be allowed to elect to change the timing
of
their distributions prior to retirement; provided, however, that in no event
shall any changes be allowed that would trigger taxation of any amount under
Section 409A of the Internal Revenue Code of 1986, as amended.
(b)
Financial Hardship. At the written request of a participant, the Committee,
in
its sole discretion, may authorize the cessation of deferrals under the Plan
by
such participant and distribution of all or any part of the participant's
Deferred Compensation Account prior to his or her scheduled distribution date
or
dates, or accelerate payment of any installment payable with respect to Deferred
Compensation, upon a showing of unforeseeable emergency by the participant.
For
purposes of this paragraph, "unforeseeable emergency" shall mean severe
financial hardship resulting from extraordinary and unforeseeable circumstances
arising as a result of one or more recent events beyond the control of the
participant. In any event, payment shall not be made to the extent such
emergency is or may be relieved (i) through reimbursement or compensation by
insurance or otherwise, (ii) by liquidation of the participant's assets, to
the
extent the liquidation of such assets would not itself cause severe financial
hardship and (iii) by cessation of deferrals under the Plan. Withdrawals of
amounts because of unforeseeable emergency shall only be permitted to the extent
reasonably necessary to satisfy the emergency. Examples of what are not
considered to be unforeseeable emergencies include the need to send a
participant's child to college or the desire to purchase a home. The Committee
shall determine the applicable distribution date and the date as of which the
amount to be distributed shall be valued with respect to any financial hardship
withdrawal or distribution made pursuant to this paragraph (b) of this Section
9. Any participant whose deferrals have ceased under the Plan pursuant to this
paragraph may not elect to recommence deferrals until such time as is determined
by the Committee, but in no event earlier than permitted under Section 409A
of
the Internal Revenue Code of 1986, as amended. In the event of a participant's
financial hardship withdrawal under the Plan or any employer-sponsored savings
plan, deferrals by such participant under the Plan shall be suspended for twelve
months following the date of such withdrawal.
(c)
Prohibited Distributions or Other Actions. Notwithstanding anything contained
in
the Plan to the contrary, no otherwise permissible distribution or other action
is allowed that would trigger taxation of any amount under Section 409A of
the
Internal Revenue Code of 1986, as amended.
(d)
Election to Change Method and/or Timing of Distributions for Pre-2005 Deferrals.
Notwithstanding anything contained in the Plan to the contrary, elections by
active participants to change the method and/or timing of distributions for
pre-2005 deferrals may be allowed; provided, however, that distributions may
not
be changed to a lump sum in-service payment in a future year.
10. Designation
of Beneficiaries and Effect of Death.
(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 Committee from time to time may prescribe)
to receive, in the event of the death of the participant, undistributed amounts
of Deferred Compensation that would have been payable to such participant had
he
or she been living. 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 Company-paid basic 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, or if applicable
law requires the Company to do so, 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 9 hereof, in
the
event of the death of any participant prior to distribution of all or part
of
such participant’s Deferred Compensation Account, the total value of such
participant’s entire Deferred Compensation Account shall be distributed in cash,
except as otherwise provided in paragraph (h) or (j) of Section 4, in one lump
sum in accordance with paragraph (a) of Section 9 to any beneficiary or
beneficiaries designated or deemed designated by the participant pursuant to
paragraph (a) of this Section 10 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, or if applicable law requires the Company to do so, 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
the Plan, provided such conditions shall have been fulfilled by such person
until the time of his or her death.
11.
Effect of Inimical Conduct. Anything contained in the Plan notwithstanding,
all
rights of a participant under the Plan to receive distribution of all or any
part of his or her Deferred Compensation Account shall cease on and as of the
date on which it has been determined by the Committee 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.
12.
Limitations. A participant shall not have any interest in any Deferred
Compensation credited to his or her Deferred Compensation Account until it
is
distributed in accordance with the Plan. All amounts deferred under the Plan
shall remain the sole property of the Company, subject to the claims of its
general creditors and available for use for whatever purposes are desired.
With
respect to Deferred Compensation, a participant shall be merely a general
creditor of the Company and the obligation of the Company hereunder shall be
purely contractual and shall not be funded or secured in any way. 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.
13.
Annual Statements of Account. Account statements shall be sent to participants
as soon as practicable following the end of each year as to the balances of
their respective Deferred Compensation Accounts as of the end of the previous
calendar year.
14.
Withholding of Taxes. The Company shall have the right to withhold an amount
sufficient to satisfy any federal, state or local income taxes or FICA or
medicare taxes that the Company may be required by law to pay with respect
to
any Deferred Compensation Account, including withholding payment from a
participant’s current compensation.
15.
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 10), 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.
16.
Administration Expense. The entire expense of offering and administering the
Plan shall be borne by the Company and its participating
subsidiaries.
17.
Amendment, Modification, Suspension and Termination of the Plan; Rescissions
and
Corrections. The Compensation 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 such participant’s rights with respect to amounts
credited to or accrued in his or her Deferred Compensation Account. The
Committee at any time may rescind or correct any deferrals or credits to any
Deferred Compensation Account made in error or that jeopardize the intended
tax
status or legal compliance of the Plan.
18. Indemnification
and Exculpation.
(a)
Indemnification. Each person who is or shall have been a member of the
Compensation Committee or a member of the Deferred 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 foregoing 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.
(b)
Exculpation. Each member of the Compensation Committee, each member of the
Deferred Compensation Committee, each member of the IPOC and each member of
the
Investment Process
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 Committee, a member of the Deferred
Compensation Committee, a member of the IPOC or a member of the Investment
Process 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.
19.
Finality of Determinations; Request for Review. Each determination,
interpretation or other action made or taken pursuant to the provisions of
the
Plan by the Compensation Committee or the Deferred 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 Committee and each of the members thereof, the
Deferred 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. In the event a participant wishes
to
appeal a decision relating to the Plan, a request in writing may be submitted
to
the Committee.
20.
Governing Law. The Plan shall be governed by and construed in accordance with
the laws of the State of Michigan.