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Exhibit 10-P-4
STOCK OPTION AGREEMENT UNDER
1998 LONG-TERM INCENTIVE PLAN -
1998 APPROVED UNITED KINGDOM RULES
(U.K. Nonqualified Option)
This AGREEMENT made this ___ day of ___________,
by and between Ford Motor Company, a Delaware corporation (the
"Company"), and «First_MI» «Last_name»
(the "Optionee"), WITNESSETH:
WHEREAS, the Optionee is now employed by the
Company, or one of its subsidiaries, in a responsible capacity and
the Company desires to provide an incentive to the Optionee, to
encourage the Optionee to remain in the employ of the Company or of
one or more of its subsidiaries and to increase the Optionee's
interest in the Company's long-term success; and as an inducement
thereto the Company has adopted the 1998 Long-Term Incentive Plan
(the "Plan") and the 1998 Long-Term Incentive Plan - 1998 Approved
United Kingdom Rules (the "United Kingdom Rules"), to be
administered by the Compensation Committee (the "Committee"), and
has determined to grant to the Optionee the option herein provided
for;
NOW, THEREFORE, IT IS AGREED BETWEEN THE PARTIES
as follows:
Subject to the terms and conditions set forth herein, in the
Plan, in the "Terms and Conditions of Stock Option Agreement"
attached hereto (the "Terms and Conditions") and in any rules and
regulations established by the Committee pursuant to the Plan or
the United Kingdom Rules (all of which are incorporated by
reference into this Agreement as though set forth in full herein)*,
the Company hereby grants to the Optionee the right and option to
purchase from the Company up to, but not exceeding in the
aggregate, «Shares» shares of the Company's Common
Stock of the par value of $0.01 per share ("Stock"), at a price of
$______ per share (the "Option").
The Optionee agrees to remain in the employ of
the Company or of one or more of its subsidiaries for a period
ending on the later of (a) the date one year from the date of this
Agreement or (b) one year from the latest date to which the
Optionee is obligated to remain in such employ under any option
granted to the Optionee under the Plan or any Stock Option Plan of
the Company or under any amendment to any such option; provided,
however, that, if the second or third paragraph of Article 2 of the
Terms and Conditions shall apply to the Optionee, such period shall
be limited to six months from the date of this Agreement; and
provided, further, that nothing contained herein or in the Terms
and Conditions shall restrict the right of the Company or any of
its subsidiaries to terminate the employment of the Optionee at any
time, with or without cause. The term "Company" as used in this
Agreement and in the Terms and Conditions with reference to
employment shall include subsidiaries of the Company. The term
"subsidiary" as used in this paragraph 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.
The Option is intended to be a nonqualified
option.
The grant of the Option to the Optionee is
completely discretionary and does not create any rights to receive
future stock option grants. The Company may amend, modify or
terminate the Plan at any time, subject to limitations set forth in
the Plan and the United Kingdom Rules.
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above
written.
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AUTHENTICATED
as of the above date
By_________________________________
Executive Compensation Human Resources
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FORD MOTOR COMPANY
By ____________________________
Executive Vice President and Chief Financial Officer
Optionee:
«First_MI» «Last_name»_
Optionee ID: ____________________
By ____________________________
Manager Compensation Programs
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Terms and Conditions of Stock Option
Agreement
(U.K. Nonqualified Option)
1998 Long-Term Incentive Plan
Effective for Options granted on or after
January 1, 2006.
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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.
Notwithstanding the foregoing, if your stock
option grant included an incentive stock option (ISO), the ISO
portion of the grant would be maximized within permissible
regulatory limits. This could result in a different number of
options vesting on the first three anniversary dates of the grant
under the nonqualified option (NQO) and/or the ISO portion of the
grant than the number indicated by the schedule above. In any
event, the total number of NQOs and ISOs in the grant, will, as a
hole, vest according to the schedule above. Your account statement
(available online through a Smith Barney phone representative and
mailed to you annually) will reflect the specific number of ISOs
and NQOs vesting on the specific dates.
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2.
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Except as provided in the two paragraphs next
following, 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
(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; (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 beneficiary designated pursuant to Article 6 hereof
or, if no such designation is in effect, the executor or
administrator of the estate of the decedent or the person or
persons to whom the Option shall hav
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