a6182308ex10f6.htm


    Exhibit 10-F-6

    
 

    DIRECTOR COMPENSATION

     

    Standard Compensation Arrangements – Fees and Deferred
Compensation Plan

    


    BACKGROUND

     

    On
July 13, 2006, as the Company accelerated its restructuring efforts, the Board
of Directors voluntarily reduced Board fees payable to
non-employee directors by one-half.  Accordingly, fees payable to
non-employee directors before and after this voluntary reduction were as
follows:

     

    Prior to July 13, 2006:

     

    
      	
              •  

            	
              $200,000 per annum, with $120,000 (60%) of the fee
      deferred in common stock units

            


    

    
      	
              •  

            	
              $5,000 Committee chair
fee

            


    

    
      	
              •  

            	
              $10,000 Presiding director
  fee

            


    

     

    Effective July 13, 2006 and through December 31,
2008:

     

    
      	
              •  

            	
              $100,000 per annum, with $60,000 (60%) of fee
      deferred in common stock units

            


    

    
      	
              •  

            	
              $2,500 Committee chair
fee

            


    

    
      	
              •  

            	
              $5,000 Presiding director
  fee

            


    

     

    At the beginning of 2009, with the entire automotive
industry experiencing one of the deepest recessions in recent history, with the
Company's domestic competitors on the verge of bankruptcy and with additional
significant restructuring actions facing the Company, the Board of Directors
voluntarily agreed to forego the cash portion of annual
fees.  Consequently, for 2009, no cash payments were made to
non-employee directors; $60,000 (60% of the annual fees) continued to be
credited to the directors’ accounts under the Deferred Compensation Plan for
Non-Employee Directors (see below).

     

    2010 DIRECTOR COMPENSATION

     

    We have made significant progress on our "One Ford" plan
during 2009, and announced that we plan to be profitable in 2010 on a pre-tax
basis (excluding special items) for North America, our total Automotive sector
and for the total Company, with positive Automotive operating-related cash flow,
based on our 2010 planning assumptions.

     

    In light of this significant progress, and following an
analysis of director compensation being paid by peer group companies, including
the payment of director compensation at General Motors following its bankruptcy,
the Board of Directors of Ford has determined that it is appropriate that
compensation to be paid to non-employee directors of the Company return to the
competitive levels in effect prior to the 2006 voluntary
reduction.  Accordingly, effective as of January 1, 2010, the Board of
Directors has agreed that the following compensation will be paid to
non-employee directors of the Company:

     

    
      	
              •  

            	
              $200,000 per annum, with $120,000 (60%) of the fee
      deferred in common stock units

            


    

    
      	
              •  

            	
              $5,000 Committee chair
fee

            


    

    
      	
              •  

            	
              $10,000 Presiding director
  fee

            


    

     

    The Board of Directors also considered that restoring
compensation to competitive levels will permit the Company to attract new
directors in an environment where it is increasingly difficult to attract
qualified directors.

     

    Moreover, the Board of Directors continues to believe that
it is appropriate for a significant portion of non-employee director
compensation be tied to shareholders' interests and, therefore, has required
that 60% ($120,000) of a director’s annual Board membership fee be deferred in
common stock units under the Deferred Compensation Plan for Non-Employee
Directors.  Directors also can choose to have the payment of all or
some of the remainder of their fees deferred in the form of cash and/or common
stock units.  Each common stock unit is equal in value to a share of
common stock and is ultimately paid in cash.  These common stock units
generate Dividend Equivalents in the form of additional common stock units (if
dividends are paid on common stock), which are credited to the directors’
accounts on the date common stock cash dividends are paid.  Any fees
deferred in cash are held in the general funds of the
Company.  Interest on fees deferred in cash is credited semi-annually
to the directors’ accounts at the then-current U.S. Treasury Bill rate plus
0.75%.  In general, deferred amounts are not paid until after the
director retires from the Board.  The amounts are then paid, at the
director’s option, either in a lump sum or in annual installments over a period
of up to ten years.