EXHIBIT
10-O-9
TERMS
AND CONDITIONS OF STOCK OPTION AGREEMENT
(U.K.
APPROVED OPTION)
2008
LONG-TERM INCENTIVE PLAN
Effective
for options granted on or after May 8, 2008.
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1.
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The
Option may not be exercised prior to the date one year from the date of
the Stock Option Agreement of which these terms and conditions are a part
(the "Agreement"). Thereafter, the Option may be exercised in installments
as follows:
(a)
Beginning on the date one year from the date of the Agreement, the Option
may be exercised to the extent of 33% of the shares originally covered
thereby;
(b)
Beginning on the date two years from the date of the Agreement, the Option
may be exercised to the extent of an additional 33% of the shares
originally covered thereby;
(c)
Beginning on the date three years from the date of the Agreement, the
Option may be exercised to the extent of an additional 34% of the shares
originally covered thereby;
(d)
To the extent not exercised installments shall be cumulative and may be
exercised in whole or in part; and
all
subject to the Agreement and these terms and conditions and any rules and
regulations established by the Committee pursuant to the Plan or the
United Kingdom Rules.
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2.
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Except
as provided in the immediately following two paragraphs, if, prior to the
date one year from the date of the Agreement, the Optionee's employment
with the Company shall be terminated by the Company, with or without
cause, or by the act, death, incapacity or retirement of the Optionee, the
Optionee's right to exercise the Option shall terminate on the date of
such termination of employment and all rights hereunder and under the
Agreement shall cease.
Notwithstanding
the provisions of the next preceding paragraph, if the Optionee's
employment with the Company shall be terminated by reason of retirement,
release because of disability or death, and the Optionee had remained in
the employ of the Company for at least six months following the date of
the Agreement, and subject to the provisions of Article 3 hereof, all the
Optionee's rights hereunder and under the Agreement shall continue in
effect or continue to accrue until the date ten years after the date of
the Agreement, subject, in the event of the Optionee's death during such
ten year period, to the provisions of the sixth paragraph of this Article
and subject to any other limitation contained herein or in the Agreement
on the exercise of the Option in effect at the date of
exercise.
Notwithstanding
anything to the contrary set forth herein or in the Agreement, if the
Optionee's employment with the Company shall be terminated at any time by
reason of a sale or other disposition (including, without limitation, a
transfer to a "Joint Venture" (as hereinafter defined)) of the division,
operation or subsidiary in which the Optionee was employed or to which the
Optionee was assigned, all the Optionee's rights under the Option shall
become immediately exercisable and continue in effect until the date five
years after the date of such termination (but not later than the date ten
years from the date of grant of the Option), provided the Optionee shall
satisfy both of the following conditions:
(a)
the Optionee, at the date of such termination, had remained in the employ
of the Company for at least three months following the grant of the
Option, and
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(b)
the Optionee continues to be or becomes employed in such division,
operation or subsidiary following such sale or other disposition and
remains in such employ until the date of exercise of the Option (unless
the Committee, or any committee appointed by it for the purpose, shall
waive this condition (b)).
Upon
termination of the Optionee's employment with such (former) division,
operation or subsidiary following such sale or other disposition, any then
existing right of the Optionee to exercise the Option shall be subject to
the following limitations: (i) if the Optionee's employment is terminated
by reason of disability, death or retirement with the approval of his or
her employer, the Optionee's rights shall continue as provided in the
preceding sentence with the same effect as if his or her employment had
not terminated subject, in the event of the Optionee's death, to the
provisions of the sixth paragraph of this Article; (ii) if the Optionee's
employment is terminated by reason of discharge or voluntary quit, the
Optionee's rights shall terminate on the date of such termination of
employment and all rights under the Option shall cease; and (iii) if the
Optionee's employment is terminated for any reason other than a reason set
forth in the preceding clauses (i) and (ii), the Optionee shall have the
right, within three months after such termination, to exercise the Option
to the extent that it or any installment thereof shall have accrued at the
date of such termination and shall not have been exercised, subject in the
case of any such termination to the provisions of Article 3 hereof and any
other limitation on the exercise of the Option in effect at the date of
exercise. For purposes of this paragraph, the term "Joint Venture" shall
mean any joint venture corporation or partnership, or comparable entity,
in which the Company has a substantial equity interest.
If,
on or after the date one year from the date of the Agreement, the
Optionee's employment with the Company shall be terminated for any reason
except retirement, release because of disability, death, release because
of a sale or other disposition of the division, operation or subsidiary in
which the Optionee was employed or to which the Optionee was assigned,
discharge, release in the best interest of the Company or voluntary quit,
the Optionee shall have the right, within three months after such
termination, to exercise the Option to the extent that it or any
installment thereof shall have accrued at the date of such termination of
employment and shall not have been exercised, subject to the provisions of
Article 3 hereof and any other limitation contained herein or in the
Agreement on the exercise of the Option in effect at the date of
exercise.
If
the Optionee's employment with the Company shall be terminated at any time
by reason of discharge, release in the best interest of the Company or
voluntary quit, the Optionee's right to exercise the Option shall
terminate on the date of such termination of employment and all rights
hereunder and under the Agreement shall cease.
If
the Optionee shall die within the applicable period specified in the
second, third, or fourth paragraph of this Article, the legal
representative, the executor or administrator of the estate of the
decedent or the person or persons to whom the Option shall have been
validly transferred by the executor or the administrator pursuant to will
or the laws of descent and distribution shall have the right, within the
same period of time as the period during which the Optionee would have
been entitled to exercise the Option if the Optionee had not died, to
exercise the Option (except that, if the fourth paragraph of this Article
shall apply to the Optionee, the Option may be exercised only to the
extent that it or any installment thereof shall have accrued at the date
of death and shall not have been exercised, and except that the period of
time within which the Option shall be exercisable following the date of
the Optionee's death shall not be more than one year or less than one year
(unless the Option by its terms expires earlier)), subject to the
provision that the Option shall not be exercised under any circumstances
beyond ten years from the date of the Agreement and to any other
limitation on the exercise of the Option in effect at the date of
exercise.
Notwithstanding
anything to the contrary set forth in the Agreement or in these terms and
conditions, the Option shall not be exercised on or after the date ten
years from the date of the
Agreement.
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3.
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Anything
contained herein or in the Agreement to the contrary notwithstanding, the
right of the Optionee to exercise the Option following termination of the
Optionee's employment with the Company shall remain effective only if,
during the entire period from the date of the Optionee's termination to
the date of such exercise, the Optionee shall have earned out such right
by (i) 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
of any subsidiary thereof, and (ii) refraining from engaging in any
activity that is directly or indirectly in competition with any activity
of the Company or any subsidiary
thereof.
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In
the event of the Optionee's nonfulfillment of the condition set forth in
the immediately preceding paragraph, the Optionee's right to exercise the
Option shall cease; provided, however, that the nonfulfillment of such
condition may at any time (whether before, at the time of or subsequent to
termination of his or her employment) be waived in the following
manner:
(1)
if the Optionee at any time shall have been subject to the reporting
requirements of Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or the liability provisions of Section 16(b)
of the Exchange Act (any such Optionee being hereinafter called a "Section
16 Person"), such waiver may be granted by the 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 by reason of the nonfulfillment of such condition;
and
(2)
if the Optionee shall not at any time have been a Section 16 Person, such
waiver may be granted by the Committee (or any committee appointed by it
for the purpose) upon its determination that in its sole judgment there
shall not have been and will not be any such substantial adverse
effect.
Anything
contained herein or in the Agreement to the contrary notwithstanding, the
right of the Optionee to exercise the Option following termination of the
Optionee's employment with the Company shall cease on and as of the date
on which it has been determined by the Committee that the Optionee at any
time (whether before or subsequent to termination of the Optionee's
employment) acted in a manner inimical to the best interests of the
Company. Conduct which constitutes engaging in an activity that is
directly or indirectly in competition with any activity of the Company or
any subsidiary thereof shall be governed by the four immediately preceding
paragraphs of this Article and shall not be subject to any determination
under this paragraph.
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4.
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Payment
for any shares of Stock purchased upon exercise of the Option shall be
made in full at the time of exercise. Such payment must be made in
cash.
The
Optionee, from time to time during the period when the Option may by its
terms be exercised, may exercise the Option in whole or in part by
delivering to the Company: (i) a written notice signed by the Optionee
stating the number of shares that the Optionee has elected to purchase at
that time from the Company, and (ii) a check in an amount equal to the
purchase price of the shares then to be purchased. The Committee, if it
shall deem it necessary or desirable for any reason connected with any law
or regulation of any governmental authority relating to the regulation of
securities, may require the Optionee to execute and file with it such
evidence as it may deem necessary that the Optionee is acquiring any
shares of Stock for investment and not with a view to their
distribution.
As
soon as practicable after receipt by the Company of such notice and check
(if the Option is exercised in whole or in part) and such evidence of
intent to acquire for investment as may be required by the Committee, the
Company shall issue the appropriate number of shares in the name of the
Optionee and deliver the certificate therefore to the Optionee. The number
of shares shall be adjusted appropriately, or other appropriate
arrangements shall be made, for any taxes required to be withheld by
United Kingdom or United States federal, state or local law.
If
the Company or, if different, the Optionee’s employing company, is liable,
or is in accordance with current practice believed to be liable, to
account to any revenue or other authority for any sum in respect of any
tax or social security liability of the Optionee, the Option may not be
exercised unless the Optionee has beforehand paid to the Company or such
employing company an amount sufficient to discharge the liability.
Alternatively, the Optionee may, by agreement with the Company enter into
some other arrangement to ensure that such amount is available to it
(whether by authorising the sale of some or all of the Shares subject to
his Option and the payment to the Company or such employing company of the
requisite amount out of the proceeds of sale or otherwise). Where this is
the case the Option shall not be treated as exercised until the Company
determines that such arrangements are satisfactory to
it.
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5.
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As
a condition of the granting of the Option, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement which shall
arise under or as a result of the Agreement or these terms and conditions
shall be determined by the Committee in its sole discretion and judgment
and that any such determination and any interpretation by the Committee of
the Agreement or of these terms and conditions shall be final and shall be
binding and conclusive for all
purposes.
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6.
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The
option is not transferable by the Optionee and, during the Optionee's
lifetime, the Option is exercisable only by the
Optionee.
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7.
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The
Optionee, or the Optionee's legal representative shall have no rights as a
stockholder with respect to any share covered by the Option until such
person shall have become the holder of record of such share, and, except
as provided in Article 9 hereof, no adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash or securities or other
property) or distributions or other rights in respect of such share for
which the record date is prior to the date upon which such person shall
become the holder of record
thereof.
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8.
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The
existence of the Option shall not affect in any way the right or power of
the Company or its stockholders to make or authorize any adjustments,
recapitalizations, reorganizations or other changes in the Company's
capital structure or its business, or any merger or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting the Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or
proceedings whether of a similar character or
otherwise.
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9.
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The
shares covered by the Option are shares of Stock as presently constituted,
but if, and whenever, prior to the delivery by the Company of all of the
shares of Stock deliverable upon exercise of the Option, the Company shall
effect the payment of a stock dividend on Stock payable in shares of
Stock, a subdivision or combination of the shares of Stock, or a
reclassification of Stock, the number and price of shares remaining under
the Option shall be appropriately adjusted, provided that the adjustment
is permitted by paragraph 22(3) of Schedule 4 to the Income Tax (Earnings
and Pensions) Act 2003 and also provided that the adjustment will not be
effective until and unless it is approved by HM Revenue and Customs. Such
adjustment shall be made by the Committee, whose determination as to what
adjustment shall be made, and the extent thereof, shall be final and shall
be binding and conclusive for all purposes. Any such adjustment may
provide for the elimination of any fractional share which might otherwise
become subject to the Option.
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10.
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Except
as hereinbefore expressly provided, (a) the issue by the Company of shares
of Stock of any class, or securities convertible into shares of Stock of
any class, for cash or property or for labor or services, either upon
direct sale or upon the exercise of rights or warrants to subscribe
therefore, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, or (b) the payment of a
stock dividend on any other class of the Company's stock, or (c) any
subdivision or combination of the shares of any other class of the
Company's stock, or (d) any reclassification of any other class of the
Company's stock, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Stock
subject to the Option.
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11.
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Subject
to Rule 13 of the United Kingdom Rules, after any merger of one or more
corporations into the Company, or after any consolidation of the Company
and one or more corporations in which the Company shall be the surviving
corporation, the Optionee shall, at no additional cost, be entitled upon
any exercise of the Option, to receive (subject to any required action by
stockholders), in lieu of the number of shares as to which the Option
shall then be so exercised, the number and class of shares of Stock or
other securities to which the Optionee would have been entitled pursuant
to the terms of the agreement of merger or consolidation if at the time of
such merger or consolidation the Optionee had been a holder of record of a
number of shares of Stock equal to the number of shares as to which such
Option shall then be so exercised. Comparable rights shall accrue to the
Optionee in the event of successive mergers or consolidations of the
character described above. Anything contained herein or in the Agreement
to the contrary notwithstanding, upon the dissolution or liquidation of
the Company, or upon any merger or consolidation in which the Company is
not the surviving corporation, the Option shall terminate; but if a period
of one year from the date of the Agreement shall have expired, the
Optionee shall have the right, immediately prior to such dissolution,
liquidation, merger or consolidation, to exercise the Option in whole or
in part to the extent it shall not have been exercised, without regard to
the installment provisions of Article 1 hereof but subject to any other
limitation contained herein or in the Agreement on the exercise of the
Option in effect on the date of exercise. In the event of any other event
affecting Stock, an appropriate adjustment shall be made in the number and
price of shares remaining under, and other terms and provisions of, the
Option. The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined by the Committee in its sole
discretion, and such determination shall be final and shall be binding and
conclusive for all purposes. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become subject
to the Option.
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12.
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Optionee
acknowledges and agrees that, in order for the Company to perform its
requirements under the Plan, the Company may process, for an indefinite
period of time, personal data about Optionee. Such data includes, but is
not limited to, the information provided in the Option grant materials and
any changes thereto, and other appropriate personal data about Optionee,
including information about Optionee's participation in the Plan and
options exercised under the Plan from time to time. Optionee also hereby
gives for an indefinite period of time Optionee's explicit consent to the
Company to collect, use, store and transfer any such personal data for use
in the United States of America or any other required location. The legal
persons for whom the personal data is intended include Ford and any of its
subsidiaries, the outside plan administrator as selected by the Company
from time to time and any other person that the Company may deem
appropriate in its administration of the Plan. Optionee has been informed
of Optionee's right to access and correct Optionee's personal data by
contacting Optionee's local Human Resources Representative. Optionee has
been informed of Optionee's right to withdraw at any time Optionee's
consent to the processing of personal data. Optionee has been informed
that the provision of personal data is voluntary. Optionee understands
that the transfer of the information outlined here is important to the
administration of the Plan. Optionee's consent is given freely and is
valid as long as it is needed for administration of the Plan or to comply
with applicable legal requirements. Optionee's failure to consent to the
Company's collection, use, storage and transfer of such personal data may
limit Optionee's right to participate in the Plan. For purposes of this
paragraph, the term "Company" shall be deemed to include Ford Motor
Company, Optionee's employer, and any other affiliate of Ford Motor
Company involved in the administration of the
Plan.
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13.
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Optionee
acknowledges that the Company is entitled to terminate the Plan
unilaterally, and Optionee hereby waives any right to receive Plan
benefits in the event that the Plan is terminated or Optionee's right to
exercise the Option otherwise terminates under the terms of the Agreement.
Optionee further acknowledges that the Company's grant of the option to
Optionee is not an element of the Optionee's compensation and that the
option is awarded in the Company's discretion. Optionee further
acknowledges that receipt of the Option does not entitle Optionee to any
further grants of an Option in the future, and that the Company does not
guarantee that benefits under the Plan will have a particular value or be
granted to Optionee in the future.
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14.
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Notwithstanding
any of the other provisions of the Agreement or these terms and
conditions, the Optionee agrees not to exercise the Option, and that the
Company will not be obligated to issue any shares pursuant to the
Agreement, if the exercise of the Option or the issuance of such shares
would constitute a violation by the Optionee or by the Company of any
provisions of any law or regulation of any governmental authority. Any
determination of the Committee in this connection shall be final and shall
be binding and conclusive for all purposes. The Company shall in no event
be obligated to take any affirmative action in order to cause the exercise
of the Option or the issuance of shares pursuant thereto to comply with
any law or any regulation of any governmental
authority.
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15.
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Every
notice relating to the Agreement shall be in writing and shall be given by
registered mail with return receipt requested. All notices to the Company
shall be addressed to:
Smith
Barney Inc.
Ford
Service Center
1001
Page Mill Road
Bldg.
4, Suite 101
Palo
Alto, CA 94304, USA
Phone
No.: 877-664-FORD (3673) (U.S.)
212-615-7009
(Non-U.S.)
Fax
No.: 650-494-2561
All
notices by the Company to the Optionee shall be addressed to the current
address of the Optionee as shown on the records of the Company. Either
party by notice to the other may designate a different address to which
notices shall be addressed. Any notice given by the Company to the
Optionee at his or her last designated address shall be effective to bind
any other person who shall acquire rights under the
Agreement.
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16.
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The
Agreement has been made in and it and these terms and conditions shall be
construed in accordance with the laws of the State of
Michigan.
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17.
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No
U.K. income tax will be payable on the grant of the Option. The Company
will, however, inform HM Revenue and Customs of the grant of the Option.
No U.K. income tax will be payable on the exercise of the Option, provided
that the scheme retains its HM Revenue and Customs approved status and the
Option is exercised more than 3 years and not more than 10 years from
the date of grant.
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