Exhibit 10-O-28
2008 Terms and Conditions of
Restricted Stock Unit Final Award Agreement
2008 Long-Term Incentive Plan
(the "Plan")
Effective for
time-based Restricted Stock Units ("RSUs") granted on or after May
8, 2008 as final awards relating to Performance-Based Restricted
Stock Units granted pursuant to the Plan.
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The rights of
Grantees with respect to the RSUs shall remain forfeitable at all
times prior to the date on which such rights become vested, and the
restrictions with respect to the Restricted Stock Units lapse, in
accordance with Articles 2, 3, or 4.
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No shares of
Ford Common Stock ("Stock") shall be issued to Grantee prior to the
date on which the RSUs vest, and the restrictions with respect to
the RSUs lapse, in accordance with Articles 2, 3, or
4. Neither this Article 1 nor any action taken pursuant
to or in accordance with this Article 1 shall be construed to
create a trust of any kind. After any RSUs vests
pursuant to Articles 2, 3, or 4, the Company shall promptly cause
to be issued shares of Stock to an account that will be set up in
the Grantee's name with Smith Barney, Inc., or such other
administrator as the Company shall appoint.
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Subject to the
terms and conditions of any RSU Agreement, the Plan and the terms
and conditions set forth herein, the Company hereby grants to the
RSU Grant will vest according to the terms specified in the
Agreement.
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If the
Grantee's employment with the Company shall be terminated at any
time by reason of discharge, release in the best interest of the
Company, release under mutually satisfactory conditions,
termination under a voluntary or involuntary Company separation
program or career transition program, voluntary quit, or retirement
without the approval of the Company, prior to the vesting of all or
any portion of the RSU Grant, the Grantee shall forfeit the
unvested portion of such RSU Grant.
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Anything herein
or in the RSU Agreement to the contrary notwithstanding, the
vesting of any unvested RSUs shall continue only if the Grantee
satisfies each of the following conditions: (i) makes 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) he or she
refrains 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 Grantee's nonfulfillment of either condition set forth in the
immediately preceding paragraph, the Grantee will forfeit any
unvested of the RSUs; 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:
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if the Grantee
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 Grantee 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
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if the Grantee
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.
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Anything
contained herein or in the RSU Agreement to the contrary
notwithstanding, the vesting of RSUs following termination of the
Grantee's employment with the Company shall cease on and as of the
date on which it has been determined by the Committee that the
Grantee at any time (whether before or subsequent to termination of
the Grantee'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 two immediately preceding
paragraphs of this Article and shall not be subject to any
determination under this paragraph.
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As a condition
of the granting of the RSU Grant, the Grantee and the Grantee's
successors and assignees 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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Unless the
Committee determines otherwise, unvested RSUs shall not be
transferable by the Grantee otherwise than by will or the laws of
descent and distribution, and, during the Grantee's lifetime,
unvested RSUs may only vest in the Grantee or the Grantee's
guardian or legal representative. Once transferred by
will or by the laws of descent and distribution, any unvested RSU
shall not be further transferable. Any permitted
transferee of an unvested RSU shall take the same subject to the
terms and conditions set forth herein. No such transfer
of any unvested RSU shall be effective to bind the Company unless
the Company shall have been furnished with written notice thereof
and a copy of the will and/or such other evidence as the Committee
may deem necessary to establish the validity of the transfer and
the acceptance by the transferees of the terms and conditions set
forth herein. No assignment or transfer of an unvested
RSU, or of the rights represented thereby, other than as provided
in this Article, shall vest in the purported assignee or transferee
any interest or right therein whatsoever.
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Notwithstanding
anything to the contrary set forth herein, the Grantee may file
with the Company or its designee a written designation of
beneficiary or beneficiaries (subject to such limitations as to the
classes and number of beneficiaries and contingent beneficiaries
and such other limitations as the Committee from time to time may
prescribe) to hold, in the event of the Grantee's death, an
unvested RSU subject to the terms and conditions set forth herein
and to receipt by the Company of such evidence as the Committee may
deem necessary to establish the acceptance by the beneficiary or
beneficiaries of the terms and conditions set forth
herein. The Grantee shall be deemed to have designated
as beneficiary or beneficiaries the person or persons who receive
the Grantee's life insurance proceeds under the basic Company Life
Insurance Plan unless the Grantee shall have assigned such
life
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