ex10c.htm


    

      
        

      

    

    Exhibit
10-C

    
       

      


      


      Joe
W. Laymon

      Group
Vice President

      Corporate
Human Resources and Labor Affairs

      


      March 22,
2005

      David
Leitch

      [Address
redacted]

      


      Dear
David,

      


      I am
pleased to offer you the position of Senior Vice President and General Counsel
of Ford Motor Company, an at-will Leadership Level 1 position, reporting to the
Chairman and CEO, subject to the approval of the Board of
Directors.  We believe you will be an excellent addition to our senior
leadership team.  The features of your compensation package are
detailed below.

      


      
        	
                 
      

              	
                Ø

              	
                Annual base salary of
      $550,000 payable according to Ford’s regular payroll
      practices.

              


      

      


      
        	
                 
      

              	
                Ø

              	
                Signing bonus of
      $250,000.  This amount will be paid within two weeks
      after your date of hire.  The payment may be deferred – whole or
      in part – into our Deferred Compensation Plan as long as you declare your
      election prior to your first day of work.  If you voluntarily
      leave Ford Motor Company within two years of your date of hire or if you
      are discharged ‘for Cause’ within that period, the entire signing bonus
      must be repaid in full to the Company within two weeks of your
      departure.

              


      

      


      
        	
                 
      

              	
                Ø

              	
                Annual incentive (bonus) target
      of $412,500.  As a member of the leadership team, you are
      eligible to participate in the Company’s shareholder-approved Annual
      Incentive Compensation Plan (AICP).  If you are an active
      employee maintaining an acceptable level of performance through March
      2006, you are guaranteed to receive an amount equivalent to 100% of your
      bonus target for the 2005 performance
period.

              


      

      


      
        	
                 
      

              	
                Ø

              	
                An initial stock option grant
      of 75,000 stock options with an option price equal to the Fair
      Market Value (FMV) of Ford Common Stock using the average of high and low
      prices for Ford Motor Company Common Stock (trading the regular way on the
      NYSE) on May 16, 2005, which will be the grant date for these stock
      options.  These will be Non-Qualified stock options that vest
      over a three-year vesting period—33% would vest one year from grant date,
      another 33% after two years from the grant date, and the balance of the
      34% after three years from the grant date.  The options would
      have a ten-year term and be subject to the terms and provisions of the
      Company's Long Term Incentive Plan.

              


      

      


      
        	
                 
      

              	
                Ø

              	
                A grant of 50,000 shares of
      restricted stock equivalents (RSEs) on May 16, 2005. This grant would
      be restricted for three years from the May 16th
      grant date and be forfeited if your employment terminates for any reason
      before vesting occurs.  During the restriction period, you would
      receive dividend equivalent payments consistent with dividends paid to
      shareholders of Ford Common
Stock.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      -2-

      


      Retirement

      Upon your
hire, you will be eligible to participate in the Company’s primary retirement
plan- the Ford Retirement Plan (FRP) and the associated Benefit Equalization
Plan (BEP).  Additionally, you will be eligible to participate in
Company-sponsored savings plan and any supplemental executive separation
programs available to other similarly situated executives.  Under the
FRP, the Company will periodically contribute a percentage of your base annual
salary into a tax-qualified defined contribution plan.  Where limited
under the Tax Code, the FRP section of the BEP (an unfunded non-qualified plan)
will be credited with contributions as if under the FRP.  Under each
Plan, you will have the ability to determine and manage your investment
elections.  Vesting under the FRP is at the fifth anniversary of your
date of hire.  Your participation in each Plan will be subject to its
terms and conditions.  For further information, please feel welcome to
ask me for any Plan’s summary description.

      


      If,
following ten years' employment at Ford your employment is terminated, you (or
your estate upon death) will be eligible to receive a supplemental lump sum
payment (net of withholding) equivalent to the amount contributed by the Company
on your behalf into the FRP/BEP during your first ten years at
Ford.

      


      If, prior
to completion of the ten years' service requirement, you should die or become
totally and permanently disabled, you or your estate would receive a lump sum
payment (net of withholding) equivalent to the amount contributed by the Company
on your behalf into the FRP/BEP prorated for the time you were an active
employee.

      


      Relocation

      You will
be eligible for relocation assistance under the Company Relocation
Policy.  This includes home sale, house-hunting trip(s), relocation
assistance, and home purchase assistance on your primary residence in
Michigan.

      


      Additional
Benefits

      Attached
for your information is a summary of the broader range of compensation and
benefits related to this offer.  Items described in this letter and
the attachment summary, are subject to the terms, conditions and requirements of
our existing benefit or pension plans and programs.  The terms of
these benefit or pension plans may be amended or terminated from time-to-time in
the future.

      


      Severance
Pay

      In the
event that the Company terminates your employment for any reason other than ‘for
Cause’ during the first two years of your employment, the Company will pay you
the equivalent of one year's base salary plus a pro-rata portion of the annual
incentive target (adjusted for Company performance and your contribution) as a
separation payment.  (This is contingent upon the Company's Annual
Incentive Compensation Plan generating a bonus payout.)  Should you
leave Ford under these circumstances and receive this separation payment, it is
made on the condition that you do not join or otherwise perform work for a
competitor for two years after the date of your termination and also sign and
deliver an acceptable general claims release.  If the Company
terminates your employment for any reason other than ‘for Cause’ during 2005,
the pro-rata bonus amount described above will be paid in lieu of the guaranteed
minimum annual bonus described on page 1 of this letter.  This amount
will be paid within two and one half months of your termination
date.

      


      For the
purposes of this offer letter, the term ‘for Cause’ is described
as:

      (a) any
material act of dishonesty or knowing and willful breach of fiduciary duty on
your part which is intended to result in your personal enrichment or gain at the
expense of Ford or any of its affiliates or subsidiaries; or (b) your commission
of any felony, or any


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      -3-

      


      misdemeanor
(or securities law violation) involving moral turpitude or unlawful, dishonest,
or unethical conduct that a reasonable person would consider damaging to the
reputation or image of Ford or any of its affiliates or subsidiaries; or (c) any
material violation of the published standards of conduct applicable to Officers
or executives of Ford or any of its affiliates or subsidiaries that warrants
termination; or (d) insubordination or refusal to perform assigned duties or to
comply with the lawful directions of your superiors; or (e) any deliberate,
willful or intentional act that causes substantial harm, loss or injury to Ford
or any of its affiliates or subsidiaries.

      


      Tax
Consequences and Possible Delays in Payment to Avoid Penalties

      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 the newly-enacted
Section 409A of the Code.  Ford may, however, delay any payment to you
by up to six months and a day following termination, to the extent Ford
reasonably determines that the delay is necessary or appropriate to avoid a
violation of Section 409A.  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.

      


      Conditions
on Our Offer

      This
offer of at-will employment is subject to the following
conditions.  First, you must successfully complete a drug screen
test.  Second, you must provide a completed Health History
Form.  Third, you must produce valid proof of identification and
acceptable evidence that you are authorized to work in the United
States.  Fourth, you must sign our standard Trade Secrets/Non-Compete
Agreement.  Fifth, we must determine, to our satisfaction, that
information provided by you in your job application or resume is
valid.  Sixth, you must sign the documents we require all workers to
execute before they start work.  Seventh, you must establish to Ford’s
reasonable satisfaction that your commencement of employment with Ford will not
violate any agreement (such as a non-competition agreement) between you and any
prior employer.

      


      This
offer remains in effect until March 25, 2005.  We anticipate that your
effective date of hire will be April 1, 2005.  Upon acceptance of this
offer, please plan to provide proof of identification (e.g., passport, driver’s
license or other documentation with a photo or physical description) and proof
of the ability to work in the Unites States (e.g., visa, work permit, etc.) when
you report for your first day of work.  Michigan law will, of course,
control all issues arising under this offer.

      


      David, we
are pleased to offer you this opportunity to join the Ford team and look forward
to your favorable response.

      


      
        
          	 
      	
                  Sincerely,

                
	 
      	 
      
	 
      	
                  /s/
      Joe W. Laymon

                


        

      

      


       

      
        I have
read the foregoing offer of at-will employment.  I agree with, and
accept, this offer of employment subject to the terms and conditions detailed
above.

        


        


        Signed:  /s/ David G.
Leitch                      Date:
3/22/05