ex10c1.htm


    
      

    

    Exhibit
10-C-1

    
      
        Employment
Arrangement Amendments

        David
Leitch

        Effective
as of January 1, 2009

      

      


      Background

       

      
        	
                ·

              	
                Section
      409A of the Internal Revenue Code Section of 1986, as amended ("Code"),
      regulates the provision of nonqualified deferred compensation to
      employees.

              


      

       

      
        	
                ·

              	
                The
      amendments described herein are intended to clarify certain terms of Mr.
      Leitch's employment arrangement to more clearly specify how the
      arrangement complies with Code Section
409A.

              


      

      


      Amendments

       

      
        	
                1.

              	
                The
      second sentence of the second bullet (regarding signing bonus) is deleted
      since Mr. Leitch did not defer any portion of his signing bonus into the
      Deferred Compensation Plan.

              


      

       

      
        	
                2.

              	
                The
      following shall be added to the end of the second paragraph of the section
      titled "Retirement":  "Any lump sum payment that becomes payable
      pursuant to the previous sentence upon termination of employment, other
      than termination as a result of death,  will be paid on the
      first day of the seventh month following termination of
      employment.  In the event of death, such lump sum payment will
      be paid on the date that is 30 days following the date of
      death."

              


      

       

      
        	
                3.

              	
                The
      following shall be added to the end of the third paragraph of the section
      titled "Retirement":  "Any lump sum payment that becomes payable
      pursuant to the previous sentence will be paid on the date that is 30 days
      following the date on which you die or become totally and permanently
      disabled.  For purposes of this paragraph, 'totally and
      permanently disabled' means that
you:

              


      

       

      
        	
              	
                (a)

              	
                Are
      not engaged in regular employment or occupation for remuneration or profit
      (including employment with the Company and/or its subsidiaries, but
      excluding employment or occupation which the Company determines to be for
      purposes of rehabilitation); and

              


      

       

      
        	
              	
                (b)

              	
                Are
      determined by the Company, on the basis of medical evidence, to be totally
      disabled by bodily injury or disease so as to be prevented thereby from
      engaging in any regular occupation with the Company, where such disability
      has been continuous for at least 5 months, and where the Company
      determines such disability will be permanent and continuous during the
      remainder of your life.

              


      

       

      
        	
                4.

              	
                The
      provisions regarding severance pay are deleted since Mr. Leitch did not
      terminate employment during 2005 or during the first two years of
      employment.

              


      

       

      
        	
                5.

              	
                The
      provision entitled "Tax Consequences and Possible Delays in Payment to
      Avoid Penalties" shall be amended in its entirety to read as
      follows:

              


      

       

      "Tax
Consequences and Delays in Payment

       

      You are
solely responsible and liable for all taxes that may arise in connection with
the compensation and benefits that you receive from Ford.  This
includes any tax arising under Section 409A of the Internal Revenue Code of
1986, as amended (Code).  Notwithstanding anything contained in this
agreement to the contrary, for purposes of determining the timing of payments
under this arrangement upon termination of employment, as defined for purposes
of Code Section 409A, you will be treated as if you were a 'Specified Employee'
under Code Section 409A at the time of termination.  Consequently, no
payment of deferred compensation as defined under Code Section 409A shall be
made pursuant to this arrangement upon termination of employment (other than as
a result of death or disability) prior to the first day of the seventh month
following such termination of employment.  Please consult your
personal financial or tax advisor about the tax consequences of your
compensation and benefits.  No one at Ford is authorized to provide
this advice to you."

       

      These
amendments are effective as of January 1, 2009.

      


      
        
          	
                  /s/ Felicia Fields

                	 
      	
                  /s/ David Leitch

                	 
      
	
                  Felicia
      Fields

                	 
      	
                  David
      Leitch