Exhibit 10-B
FORD MOTOR
COMPANY
DEFERRED
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECOTRS
(Amended and
Restated Effective as of December 31, 2008)
The name of this plan is the Ford Motor Company
Deferred Compensation Plan for Non-Employee Directors (the
"Plan"). The Plan supersedes and amends in its entirety
the plan of the same name that was adopted on
January 13, 1983 and subsequently amended and restated as
of January 1, 2005. Its purpose is to provide
non-employee directors of Ford Motor Company (the "Company") with
an opportunity to defer compensation earned as a
director.
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The Plan shall
be effective as of January 13, 1983.
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Any director of the Company who is not an
employee of the Company or of a subsidiary of the Company shall be
eligible to participate in the Plan. Any such person (a
"director") who elects to participate in the Plan or whose
compensation is or was subject to a mandatory deferral pursuant to
Section XXII of the Plan is hereinafter called a
"Participant." The Plan shall establish for each
Participant an unfunded deferred compensation account
("Account").
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On or before
December 31 of any year, each director, or nominee for election as
a director, shall be entitled to make an irrevocable election to
defer receipt of all or a specified portion of the compensation
(exclusive of expense reimbursements and/or stock-based
compensation) otherwise payable to such director during the
following year for service on the Board of Directors of the Company
(the "Board") and its Committees. Any such election
shall become irrevocable as of December 31 of the year of
election.
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Any deferral
election pursuant to this Section shall include an election as to
whether the compensation deferred pursuant to this Section shall be
credited to such Participant's Account in cash and/or Common Stock
Units ("Stock Units"). Each Stock Unit shall have the
same value as a share of Common Stock of the Company ("Common
Stock") and shall be entitled to dividend equivalents as provided
in Section V. Stock Units shall not have any voting
rights, shall not represent actual shares of Common Stock, and
shall not give any Participant any rights as a stock holder in the
Company.
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With respect to
the year 1983 only, a director may make an election to defer
compensation and have such compensation credited to the director's
Account in cash prior to February 13, 1983, in which case such
election shall apply to the director's compensation allocable to
the period commencing March 1, 1983 and ending December 31,
1983. With respect to the year 1991 only, a director may
make an election to defer compensation and have such compensation
credited to the director's Account in Stock Units prior to August
11, 1991, in which case such election shall apply to the director's
compensation allocable to the period commencing September 1, 1991
and ending December 31, 1991.
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A newly elected
director may elect to defer compensation pursuant to this Section
and to have such compensation credited to such Participant's
Account in cash and/or Stock Units for the remainder of the
calendar year in which such director joins the
Board. Any such election shall be made within 30 days
following the date of such director's election to the Board and
shall be effective with respect to compensation earned on and after
the first day of the month next following the date on which such
election by such director becomes irrevocable and ending on the
next following December 31.
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A Participant
may elect to defer compensation for each year while the Plan is in
effect by giving written notice to the Company in accordance with
Section XX setting forth the Participant's irrevocable election as
to:
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the percentage
of each component of the Participant's compensation for such year
(annual retainer, committee chair fees, and presiding director
fees, but excluding any expense reimbursement and/or stock-based
compensation) to be deferred and credited to the Participan'ts
Account in cash and the percentage to be deferred and credited to
the Participant's Account in Stock Units; and
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the method of
distribution (i.e., a lump sum payment or up to ten annual
installments as provided for in Section VII) desired for each of
the following: (i) the portion of such year's
compensation deferred pursuant to this Section and credited to the
Participant's Account in cash, (ii) the portion of such year's
compensation deferred pursuant to this Section and credited to the
Participant's Account in Stock Units, (iii) the portion of such
year's compensation mandatorily deferred pursuant to Section XXII,
and (iv) any "dividend equivalents," as determined in Section V(E),
to be credited to the Participant's Account for such
year.
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Such notice
shall be delivered to the Company on or before December 31 of the
year preceding the first year to which such election relates,
except that (i) notice of an election to defer and have such
compensation credited to a Participant's Account in cash with
respect to the year 1983 may be delivered at any time prior to
February 13, 1983, (ii) notice of an election to defer and have
such compensation credited to a Participant's Account in Stock
Units with respect to the year 1991 may be delivered at any time
prior to August 11, 1991, and (iii) notice of an election to defer
and have such compensation credited to a Participant's Account in
cash and/or Stock Units from any newly-elected director may be
delivered at any time within thirty (30) days following the date of
such director's election to the Board. The elections set
forth in such notice shall be given continuing effect for
subsequent years until a new notice terminating such previous
elections or specifying different elections shall be delivered to
the Company. Any such new notice shall apply only to
compensation earned in years subsequent to the year in which such
new notice is delivered and shall become irrevocable as of December
31 of the year in which such new notice is delivered.
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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 ("Code").
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Deferred
Compensation Accounts
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All
compensation deferred by a Participant pursuant to Section IV shall
be held in the general funds of the Company and shall be credited
pursuant to this Section to the Participant's Account in cash
and/or Stock Units as elected by the Participant in accordance with
Section IV.
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With respect to
amounts deferred and credited to a Participant's Account in cash,
the Participant's Account shall be credited with the amount so
deferred, as of the date when the amount so deferred otherwise
would have been payable if it had not been deferred.
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With respect to
amounts deferred and credited to a Participant's Account in cash,
the Participant's Account shall be credited with "interest
equivalents" as of each June 30 and December 31 on the average
daily balance credited to such Account in cash during the period of
six months ended on such date, at an annual rate equal to (i) the
rate, on a bond yield equivalency basis, on six-month (26-week)
Treasury Bills maturing during the week in which such date falls,
plus (ii) 75 basis points. Interest equivalents shall
continue to be so credited until such time as the entire balance of
such Account shall have been distributed.
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With respect to
amounts deferred and credited to a Participant's Account in Stock
Units, the Participant's Account shall be credited with the number
of Stock Units (including fractional interest therein) as of the
date when the amount so deferred otherwise would have been payable
if it had not been deferred, determined by dividing such amount by
the applicable "Crediting Price," as determined pursuant to this
Section.
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As of each date
of payment of a dividend on the Common Stock, with respect to the
Stock Units credited to the Participant's Account on the record
date for such dividend, there shall be credited as "dividend
equivalents" such additional Stock Units (including fractional
interest therein),
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In the case of
cash dividends, as could be purchased at the Crediting Price as of
such payment date with the dividends payable on the number of
outstanding shares of Common Stock corresponding to the number of
Stock Units credited to the Participant's Account on such record
date;
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In the case of
dividends payable in property other than cash or Common Stock, as
could be purchased at the Crediting Price as of such payment date
with an amount equal to the fair market value of such property,
determined by the Committee as of the date of payment, payable on
the number of outstanding shares of Common Stock corresponding to
the number of Stock Units credited to the Participant's Account on
such record date; or
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In the case of
dividends payable in Common Stock, as would equal the number of
shares of Common Stock payable on the number of outstanding shares
of Common Stock corresponding to the number of Stock Units credited
to the Participant's Account on such record date.
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The "Crediting
Price" with respect to any compensation deferred in Stock Units
pursuant to Section IV shall mean the fair market value of the
Common Stock on the date on which such compensation otherwise would
have been payable if it had not been deferred. The
Crediting Price with respect to any dividend equivalent shall mean
the fair market value of the Common Stock on the date of payment of
the related dividend on Common Stock. The Crediting
Price with respect to any amount converted into Stock Units
pursuant to Section VI shall be determined as provided in Section
VI.
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For all
purposes of the Plan, "fair market value" of the Common Stock on
any date shall mean the average of the highest and lowest prices at
which the Common Stock shall have been sold regular way on the New
York Stock Exchange on such date or, if no such sales shall have
been made on such date, on the next preceding date on which there
were such sales of the Common Stock on such Exchange.
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Conversion of
Deferred Cash into Stock Units
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Any Participant
who shall have any amount credited in cash to his or her Account at
September 30, 1991 may elect to convert all or a portion of such
amount into Stock Units on or after July 11, 1991 and on or before
December 31, 1991 by giving written notice of such election to the
Company prior to December 31, 1991 in accordance with Section
XX. The portion of the Account specified in such notice
shall be converted into Stock Units (including fractional interests
therein) at the applicable Crediting Price, which shall be the
daily average of the fair market value of the Common Stock on each
business day during the first "window period" that begins
subsequent to the date of such notice. The term "window
period," as used in the preceding sentence, shall mean the period
beginning on the third business day following the date of release
by the Company of quarterly or annual statements of sales and
earnings and ending on the 12 th business day following such
date. Such conversion shall be effective as of the last
business day in such first window period (such business day being
hereinafter called the "date of conversion"), except that
compensation otherwise payable on September 30, 1991 shall be
converted, at such Crediting Price, as of September 30,
1991. Interest equivalents accrued through the date of
conversion shall be converted at such Crediting Prices as of the
date of conversion.
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Interest
equivalents on the amount converted pursuant to this Section shall
cease to accrue on the date of conversion. The Stock
Units credited to a Participant's Account as a result of any such
conversion shall be dealt with in the same manner as all other
Stock Units credited to Participants' Accounts under the
Plan.
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Method of
Distribution of Deferred Compensation
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No distribution
of deferred compensation may be made except as provided in this
Section.
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The amount of
cash and the value of Stock Units credited to a Participant's
Account for each year shall be payable either in a lump sum cash
pa
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