Exhibit 10-A
FORD MOTOR
COMPANY
Executive
Separation Allowance Plan
(As amended and
restated effective as of December 31, 2008)
Section 1. Introduction
. This Plan has been established for the purpose of
providing Leadership Level One or Two Employees with an Executive
Separation Allowance in the event of their separation from
employment with the Company under certain circumstances.
Section 2. Definitions . As
used in the Plan, the following terms shall have the following
meanings, respectively:
"
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.
"Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
"
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.
"
Contributory Service " shall mean, without duplication, the
years and any fractional year of contributory service at
retirement, not exceeding one year for any calendar year, of the
Eligible Leadership Level One or Two Employee under the Ford Motor
Company General Retirement Plan.
" Eligible
Leadership Level One or Two Employee " shall mean a Leadership
Level One or Two Employee who was hired or rehired prior to January
1, 2004 and who meets the eligibility criteria set forth in Section
3, or for periods prior to January 1, 2000, shall mean an Executive
Roll Employee who meets the eligibility criteria set forth in
Section 3.
" Eligible
Surviving Spouse " shall mean a spouse, as defined by the
Federal Defense of Marriage Act of 1996, to whom a Leadership Level
One or Two Employee has been married at least one year at the date
of the employee's death.
"Executive
Separation Allowance" shall mean benefits payable under this Plan as
determined in accordance with Section 4.
" Leadership
Level One or Two Employee " shall mean an employee of the
Company (but for periods prior to July 1, 1996, excluding a Company
employee who is an employee of Jaguar Cars, a division of the
Company) who is assigned to the Leadership Level One or Two, or its
equivalent, as such term is defined in the Employee Relations
Administration Manual as from time to time constituted.
"Plan" shall mean this Ford Motor Company Executive
Separation Allowance Plan, as amended from time to time.
"Separation
From Service" shall occur
upon an employee's death, retirement or other termination from
employment with the Company.
"
Service " shall mean an eligible employee's years of service
(including fractions of years) used in determining eligibility for
an early retirement benefit under the Ford Motor Company General
Retirement Plan.
"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 31 st 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 1 st 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 definintion 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).
"
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.
Section
3.
Eligibility . Each Leadership Level One or Two
Employee who:
|
|
|
was hired or
rehired prior to January 1, 2004;
|
|
|
|
is being
Separated From Service with the approval of the Company;
|
|
|
|
has at least
five years service at the Leadership Level One or Two level, or its
equivalent;
|
|
|
|
has at least
ten years of combined contributory membership under the General
Retirement Plan or membership in any other retirement plan
sponsored by a Subsidiary to which the Level One or Two Employee
contributed or, if contributions were not permitted,
participated;
|
|
|
|
is at least 55
years of age; and
|
|
|
|
retires from
the Company prior to age 65
|
shall receive
an Executive Separation Allowance as provided
herein. The Eligible Surviving Spouse of a Leadership
Level One or Two Employee who (i) has not Separated From Service
with the Company, (ii) meets the eligibility conditions set forth
in Subsections (1) through (3) of this Section 3, and (iii) dies on
or after January 1, 1981 shall be eligible to receive the Executive
Separation Allowance that the Eligible Leadership Level One or Two
Employee would have been eligible to receive if such employee had
Separated From Service with the approval of the Company and retired
on the date of such employee's death.
The eligibility conditions set forth in
Subsections (1) and (2) of Section 3 may be waived by the Executive
Chairman except in the case of a Leadership Level One or Two
Employee who has not Separated From Service with the
Company.
Section 4. Calculation of Amount
.
A. Base Monthly Salary
. For purposes of the Plan, the "Base Monthly Salary" of
a Leadership Level One or Two Employee shall be the highest monthly
base salary rate of such employee during the employee's 12 months
of service immediately preceding Separation From Service with the
Company, 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 shall not include supplemental
compensation or any other kind of extra or additional
compensation.
B. Amount of Executive Separation
Allowance . Subject to any limitation in other
provisions of the Plan, the gross monthly amount of the Executive
Separation Allowance of an Eligible Leadership Level One or Two
Employee under Section 3 above shall be such employee's Base
Monthly Salary multiplied by a percentage, not to exceed 60%, equal
to the sum of (i) 15%, (ii) five tenths of one percent (.5%) for
each month (or fraction thereof) that such employee's age at
Separation From Service exceeds 55, not to exceed thirty percent
(30%), and (iii) one percent (1%) for each year of such employee's
service in excess of 15, prorated for fractions of a
year.
The gross amount for any month shall be reduced
by any payments paid or payable for such month to the Eligible
Leadership Level One or Two Employee, the employee's Eligible
Surviving Spouse, contingent annuitant, or other beneficiary under
the General Retirement Plan or any other Company defined benefit
retirement plan, other than payments paid or payable from the
Supplemental Executive Retirement Plan or any other defined benefit
retirement plan in which an involuntary distribution of a lump sum
benefit on an actuarially equivalent basis occurred before age 65
and without the Eligibile Leadership Level One or Two Employee's
retirement.
Section 5. Payments
. Executive Separation Allowance payments to an Eligible
Leadership Level One or Two Employee, in the net amount determined
in accordance with Section 4B above, shall be made monthly from the
Company's general funds commencing on the first day of the month
following the date the Eligible Leadership Level One or Two
Employee has a Separation From Service. Pay
