SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10-E

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As applicable to retirements of Eligible Executives on or after January 1, 1992 ¹

Amended and Restated Effective as of December 31, 2008

Section 1.  Introduction.   On January 1, 1985, the Company established this Plan for the purpose of providing Eligible Executives, hired or rehired prior to January 1, 2004, with a monthly Supplemental Benefit for their lifetime in the event of their retirement from employment with the Company under certain circumstances.  The Plan also provides for the award of Conditional Annuities and Pension Parity Benefits to selected Eligible Executives under certain circumstances.

Section 2.  Definitions.   As used in the Plan, the following terms shall have the following meanings, respectively:

2.01            " Affiliate " shall mean, as applied with respect to any person or legal entity specified, a person or legal entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person or legal entity specified.

2.02           "Annual Incentive Compensation Plan" shall mean the Annual Incentive Compensation Plan of Ford Motor Company, as it may be amended.

2.03           "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.04           "Committee" shall mean the Compensation Committee of Ford Motor Company.

2.05           "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.

2.06           "Conditional Annuity" or "Conditional Annuities" shall mean the benefit(s) payable under this Plan as determined in accordance with Section 4.

2.07           "Credited Service" shall mean, without duplication, the years and any fractional year of credited service at retirement, not exceeding one year for any calendar year, of the Eligible Executive under all the Retirement Plans.

2.08           "Designated Beneficiary" shall mean the beneficiary or beneficiaries designated by an Eligible Executive or Eligible Retired Executive in a writing filed with the Company (subject to such limitations as to the classes and number of beneficiaries and contingent beneficiaries and such other limitations as the Committee may prescribe) to receive, in the event of the death of the Eligible Executive or Eligible Retired Executive, the Death Benefits provided in Section 4.04.  An Eligible Executive or Eligible Retired Executive shall be deemed to have designated as beneficiary or beneficiaries under the Plan the person or persons who receive such Eligible Executive's or Eligible Retired Executive's life insurance proceeds under the Company-paid Basic Life Insurance Plan, unless such Eligible Executive or Eligible Retired Executive shall have assigned such life insurance proceeds, in which event the Death Benefits shall be paid to such assignee; provided, however, that if the Eligible Executive or Eligible Retired Executive shall have filed with the Company a written designation of a different beneficiary or beneficiaries under the Plan, such beneficiary form shall control.  An Eligible Executive or Eligible Retired Executive 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 payment under the Plan, the same may be paid to the legal representatives of the Eligible Executive or Eligible Retired Executive, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone.

2.09           "Disability Retirement" shall mean an Eligible Executive's retirement from the Company on or after reaching at least 10 years of service and becoming Totally and Permanently Disabled.

 

 

2.10           "Early Retirement" shall mean an Eligible Executive's retirement from the Company on or after reaching age 55 with at least 10 years of service.

2.11           "Eligible Executive" shall mean a person who was hired or rehired prior to January 1, 2004 and who is the Executive Chairman, Chief Executive Officer, an Executive Vice President, a Group Vice President or a Vice President of the Company (excluding any such person who is an employee of a foreign Affiliate of the Company) or a Company employee in Leadership Level Four or above, or its equivalent.

2.12           "Eligible Retired Executive" shall mean:

2.13           "Eligible Surviving Spouse" shall mean, for purposes of the Pension Parity Surviving Spouse Benefit, a surviving spouse, as defined by the Federal Defense of Marriage Act of 1996, to whom an Eligible Retired Executive has been married at least one year at the date of the Eligible Retired Executive's death.

2.14           "Eligibility Service" shall mean Company service while an Eligible Executive.

2.15           "Final Five Year Average Base Salary" means the average of the final five year-end Monthly Base Salaries immediately preceding retirement of the Eligible Retired Executive.

2.16           "Final Three Year Average Base Salary" means the average of the final three year-end Monthly Base Salaries immediately preceding retirement or death of the Eligible Retired Executive.

2.17           "General Retirement Plan" or "GRP" means the Ford Motor Company General Retirement Plan, as it may be amended.

2.18           "Monthly Base Salary" of an Eligible Executive means the monthly base salary paid to such person while an Eligible Executive on December 31, prior to giving effect to any salary reduction agreement pursuant to an employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (i) to which Code Section 125 or Code Section 402(e)(3) applies or (ii) which provides for the elective deferral of compensation.  It does not include supplemental compensation or any other kind of extra or additional compensation.

2.19           "Normal Retirement" shall mean an Eligible Executive's retirement from the Company on or after reaching age 65 with at least 10 years of service.

2.20           "Pension Parity Benefit" shall mean benefits payable under this Plan as determined in accordance with Section 5.

2.21           "Pension Parity Surviving Spouse Benefit" shall mean benefits payable under this Plan to an Eligible Surviving Spouse as determined in accordance with Section 5.03.

2.22           "Plan" means the Supplemental Executive Retirement Plan of Ford Motor Company, as amended.

 

 

2.23           "Plan Administrator" shall mean such person or persons to whom the Committee shall delegate authority to administer the Plan.

2.24           "Retirement Plans" shall mean the Ford Motor Company General Retirement Plan or any other retirement pension plan to which the Company contributes.

2.25           "Separation From Service" shall occur upon an Eligible Executive' s death, retirement or other termination of employment with the Company.

2.26           "SERP Benefit" shall mean any Conditional Annuities, Pension Parity Benefits and/or Supplemental Benefits payable under this Plan.

2.27           "Specified Employee" shall mean an employee of the Company who is a "Key Employee" as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations thereunder and disregarding Subsection 416(i)(5).  A Specified Employee shall be identified as of December 31st of each calendar year and such identification shall apply to any Specified Employee who shall incur a Separation From Service in the 12-month period commencing April 1st of the immediately succeeding calendar year.  An employee who is determined to be a Specified Employee shall remain a Specified Employee throughout such 12-month period regardless of whether the employee meets the definition of "Specified Employee" on the date the employee incurs a Separation From Service.  This provision is effective for Specified Employees who incur a Separation From Service on or after January 1, 2005.  For purposes of determining Specified Employees, the definition of compensation under Treasury Regulation Section 1.415(c)-2(d)(3) shall be used, applied without the use of any of the special timing rules provided in Treasury Regulation Section 1.415(c)-2(e) or the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(i), but applied with the use of the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(ii).

2.28           "Subsidiary" shall mean, as applied with respect to any person or legal entity specified, (i) a person or legal entity 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.

2.29           "Supplemental Benefit" shall mean benefits payable under this Plan as determined in accordance with Section 3.

2.30           "Totally and Permanently Disabled" shall mean an Eligible Executive who:

Section 3.  Supplemental Benefits.

3.01  Eligibility.   An Eligible Retired Executive shall be eligible to receive a Supplemental Benefit as provided herein.

3.02  Amount of Supplemental Benefit.

(a)  Subject to any reductions pursuant to Subsection (b) below and to any limitations and reductions pursuant to other provisions of the Plan, the monthly Supplemental Benefit shall be an amount equal to the Eligible Executive's Final Five Year Average Base Salary multiplied by the Eligible Executive's years of Credited Service at retirement, and further multiplied by the Applicable Percentage based on the Eligible Executive's position or salary grade immediately preceding retirement, as follows:

 

 

For retirements on or after January 1, 1992 but prior to August 1, 1995

For retirements on or after August 1, 1995 but prior to February 1, 2000

For retirements on or after February 1, 2000

(b)  For an Eligible Retired Executive who shall retire before age 62 the monthly Supplemental Benefit payable hereunder shall equal the amount calculated in accordance with the immediately preceding Subsection (a) reduced by 5/18 of 1% multiplied by the number of months from the later of the date the Supplemental Benefit commences or age 55 in the case of earlier receipt as a result of a Disability Retirement to the first day of the month after the Eligible Retired Executive would attain age 62.

 

 

(a)           Subject to the earning-out conditions set forth in Section 6, Supplemental Benefits, in the amount determined under Section 3.02, shall be payable out of the Company's general funds monthly beginning:

(b)           Notwithstanding any other provisions of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Supplemental Benefit shall not commence (or be paid) earlier than the first day of the seventh month following the Separation From Service.  Any Supplemental Benefit payments to which a Specified Employee otherwise would have been entitled during the first six months following such Specified Employee's Separation From Service shall be accumulated and paid in a lump sum payment on or after the first day of the seventh month following such Separation From Service.  The payment delayed under this Section shall not bear interest.

(c)           Payments to an Eligible Retired Executive hereunder shall cease at the end of the month in which the Eligible Retired Executive dies.

Section 4.  Conditional Annuities.

4.01  Eligibility.   The Committee may, in its discretion, award to an Eligible Executive (other than an Eligible Executive in Leadership Levels Four through Two or its equivalent) additional retirement income in the form of a Conditional Annuity.

4.02  Amount of Conditional Annuity.

(a)  In determining the amount of any Conditional Annuity to be awarded to an Eligible Executive for any year, the Committee shall consider the Company's profit performance and the amount that is awarded to such Eligible Executive for such year under the Annual Incentive Compensation Plan.  Awards shall be made only for years in which the Committee has decided, for reasons other than individual or corporate performance or termination of employment, to make an award to an Eligible Executive under the Annual Incentive Compensation Plan which is less than would have been awarded if the historical relationship to awards to other executives had been followed.

(b)  The aggregate annual amount payable under the Conditional Annuities awarded to any Eligible Executive shall not exceed an amount equal to the Applicable Percentage of the average of such Eligible Executive's Final Three Year Average Base Salary, determined in accordance with the following table:

The percentage shall be reduced pro rata to the extent that service at retirement is less than 30 years.

 

 

4.03  Payments.

(a)           Subject to the earning-out conditions set forth in Section 6, Conditional Annuities, in the amount determined under Section 4.02, shall be payable to an Eligible Executive out of the Company's general funds monthly beginning:

(b)           Notwithstanding any other provisions of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Conditional Annuities shall not commence (or be paid) earlier than the first day of the seventh month following the Separation From Service.  Any Conditional Annuity payments to which a Specified Employee otherwise would have been entitled during the first 6 months following such Specified Employee's Separation From Service shall be accumulated and paid in a lump sum payment on or after the first day of the seventh month following such Separation From Service.  The payment delayed under this Section shall not bear interest.

(c)           Except as provided in Section 4.04, payments with respect to an Eligible Retired Executive hereunder shall cease at the end of the month in which such Eligible Retired Executive dies.

(d)           For an Eligible Executive who retires before age 65, the monthly payment under any Conditional Annuity awarded to such Eligible Executive shall equal the actuarial equivalent (based on factors determined by the Company's independent consulting actuary) of the monthly amount payable for retirement at age 65.

4.04  Death Benefits.

(a)           Upon death before retirement but at or after age