Unassociated Document


    
      

    

    Exhibit
10-O-28

    


    2008
Terms and Conditions of Restricted Stock Unit Final Award Agreement

    2008
Long-Term Incentive Plan (the "Plan")

    


    Effective
for time-based Restricted Stock Units ("RSUs") granted on or after May 8, 2008
as final awards relating to Performance-Based Restricted Stock Units granted
pursuant to the Plan.

    


    
      	
              1.

            	
              The
      rights of Grantees with respect to the RSUs shall remain forfeitable at
      all times prior to the date on which such rights become vested, and the
      restrictions with respect to the Restricted Stock Units lapse, in
      accordance with Articles 2, 3, or
4.

            


    

    


    No shares
of Ford Common Stock ("Stock") shall be issued to Grantee prior to the date on
which the RSUs vest, and the restrictions with respect to the RSUs lapse, in
accordance with Articles 2, 3, or 4.  Neither this Article 1 nor any
action taken pursuant to or in accordance with this Article 1 shall be construed
to create a trust of any kind.  After any RSUs vests pursuant to
Articles 2, 3, or 4, the Company shall promptly cause to be issued shares of
Stock to an account that will be set up in the Grantee's name with Smith Barney,
Inc., or such other administrator as the Company shall appoint.

    


    
      	
              2.

            	
              Subject
      to the terms and conditions of any RSU Agreement, the Plan and the terms
      and conditions set forth herein, the Company hereby grants to the RSU
      Grant will vest according to the terms specified in the
      Agreement.

            


    

    


    
      	
              3.

            	
              If
      the Grantee's employment with the Company shall be terminated at any time
      by reason of discharge, release in the best interest of the Company,
      release under mutually satisfactory conditions, termination under a
      voluntary or involuntary Company separation program or career transition
      program, voluntary quit, or retirement without the approval of the
      Company, prior to the vesting of all or any portion of the RSU Grant, the
      Grantee shall forfeit the unvested portion of such RSU
    Grant.

            


    

    


    
      	
              4.

            	
              Anything
      herein or in the RSU Agreement to the contrary notwithstanding, the
      vesting of any unvested RSUs shall continue only if the Grantee satisfies
      each of the following conditions: (i) makes himself or herself available,
      upon request, at reasonable times and upon a reasonable basis, to consult
      with, supply information to, and otherwise cooperate with the Company or
      any subsidiary thereof with respect to any matter that shall have been
      handled by him or her or under his or her supervision while he or she was
      in the employ of the company or of any subsidiary thereof, and (ii) he or
      she refrains from engaging in any activity that is directly or indirectly
      in competition with any activity of the Company or any subsidiary
      thereof.

            


    

    


    
      	
               
      

            	
              In
      the event of the Grantee's nonfulfillment of either condition set forth in
      the immediately preceding paragraph, the Grantee will forfeit any unvested
      of the RSUs; provided, however, that the nonfulfillment of such condition
      may at any time (whether before, at the time of, or subsequent to
      termination of his or her employment) be waived in the following
      manner:

            


    

    


    
      	
               
      

            	
              A.

            	
              if
      the Grantee at any time shall have been subject to the reporting
      requirements of Section 16(a) of the Securities Exchange Act of 1934, as
      amended (the "Exchange Act") or the liability provisions of Section 16(b)
      of the Exchange Act (any such Grantee being hereinafter called a "Section
      16 Person"), such waiver may be granted by the Committee upon its
      determination that in its sole judgment there shall not have been and will
      not be any substantial adverse effect upon the Company or any subsidiary
      thereof by reason of the nonfulfillment of such condition;
    and

            


    

    


    
      	
               
      

            	
              B.

            	
              if
      the Grantee shall not at any time have been a Section 16 Person, such
      waiver may be granted by the Committee (or any committee appointed by it
      for the purpose) upon its determination that in its sole judgment there
      shall not have been and will not be any such substantial adverse
      effect.

            


    

    


    Anything
contained herein or in the RSU Agreement to the contrary notwithstanding, the
vesting of RSUs following termination of the Grantee's employment with the
Company shall cease on and as of the date on which it has been determined by the
Committee that the Grantee at any time (whether before or subsequent to
termination of the Grantee's employment) acted in a manner inimical to the best
interests of the Company.  Conduct which constitutes engaging in an
activity that is directly or indirectly in competition with any activity of the
company or any subsidiary thereof shall be governed by the two immediately
preceding paragraphs of this Article and shall not be subject to any
determination under this paragraph.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              5.

            	
              As
      a condition of the granting of the RSU Grant, the Grantee and the
      Grantee's successors and assignees agree that any dispute or disagreement
      which shall arise under or as a result of the Agreement or these terms and
      conditions shall be determined by the Committee in its sole discretion and
      judgment and that any such determination and any interpretation by the
      Committee of the Agreement or of these terms and conditions shall be final
      and shall be binding and conclusive for all
  purposes.

            


    

    


    
      	
              6.

            	
              Unless
      the Committee determines otherwise, unvested RSUs shall not be
      transferable by the Grantee otherwise than by will or the laws of descent
      and distribution, and, during the Grantee's lifetime, unvested RSUs may
      only vest in the Grantee or the Grantee's guardian or legal
      representative.  Once transferred by will or by the laws of
      descent and distribution, any unvested RSU shall not be further
      transferable.  Any permitted transferee of an unvested RSU shall
      take the same subject to the terms and conditions set forth
      herein.  No such transfer of any unvested RSU shall be effective
      to bind the Company unless the Company shall have been furnished with
      written notice thereof and a copy of the will and/or such other evidence
      as the Committee may deem necessary to establish the validity of the
      transfer and the acceptance by the transferees of the terms and conditions
      set forth herein.  No assignment or transfer of an unvested RSU,
      or of the rights represented thereby, other than as provided in this
      Article, shall vest in the purported assignee or transferee any interest
      or right therein whatsoever.

            


    

    


    Notwithstanding
anything to the contrary set forth herein, the Grantee may file with the Company
or its designee a written designation of beneficiary or beneficiaries (subject
to such limitations as to the classes and number of beneficiaries and contingent
beneficiaries and such other limitations as the Committee from time to time may
prescribe) to hold, in the event of the Grantee's death, an unvested RSU subject
to the terms and conditions set forth herein and to receipt by the Company of
such evidence as the Committee may deem necessary to establish the acceptance by
the beneficiary or beneficiaries of the terms and conditions set forth
herein.  The Grantee shall be deemed to have designated as beneficiary
or beneficiaries the person or persons who receive the Grantee's life insurance
proceeds under the basic Company Life Insurance Plan unless the Grantee shall
have assigned such life insurance or shall have filed with the Company a written
designation of a different beneficiary or beneficiaries.  The Grantee
may from time to time revoke or change any such designation of beneficiary and
any designation of beneficiary by the Grantee shall be controlling over any
other disposition, testamentary or otherwise; provided, however, that if the
Committee shall be in doubt as to the entitlement of any such beneficiary to
hold an unvested RSU, the Committee may determine to recognize only the legal
representative of the Grantee, in which case the Company, the Committee and the
members thereof shall not be under any further liability to anyone.

    


    
      	
              7.

            	
              The
      Grantee, a beneficiary designated pursuant to Article 6 hereof, or a
      transferee of the unvested RSU shall have no rights as a stockholder with
      respect to any share covered by an unvested RSU until such person have
      become the holder of record of such share, and, except as provided in
      Article 9 hereof, no adjustment shall be made for dividends (ordinary or
      extraordinary, whether in cash or securities or other property) or
      distributions or other rights in respect of such share for which the
      record date is prior to the date upon which such person shall become the
      holder of record thereof.

            


    

    


    
      	
              8.

            	
              The
      existence of the RSU shall not affect in any way the right or power of the
      Company or its stockholders to make or authorize any adjustments,
      recapitalizations, reorganizations or other changes in the Company's
      capital structure or its business, or any merger or consolidation of the
      Company, or any issue of bonds, debentures, preferred or prior preference
      stocks ahead of or affecting the Stock or the rights thereof, or the
      dissolution or liquidation of the Company, or any sale or transfer of all
      or any part of its assets or business, or any other corporate act or
      proceedings whether of a similar character or
  otherwise.

            


    

    


    
      	
              9.

            	
              The
      shares covered by an RSU are shares of Stock as presently constituted, but
      if, and whenever, prior to the delivery by the Company of all of the
      shares of Stock and/or cash deliverable upon the vesting of an RSU, the
      Company shall effect the payment of a stock dividend on Stock payable in
      shares of Stock, a subdivision or combination of the shares of Stock, or a
      reclassification of Stock, the number and price of shares under the RSU
      shall be appropriately adjusted.  Such adjustment shall be made
      by the Committee, whose determination as to what adjustment shall be made,
      and the extent thereof, shall be final and shall be binding and conclusive
      for all purposes.  Any such adjustment may provide for the
      elimination of any fractional share which might otherwise become subject
      to the RSU.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              10.

            	
              Except
      as hereinbefore expressly provided, (a) the issue by the Company of shares
      of Stock of any class, or securities convertible into shares of Stock of
      any class, for cash or property or for labor or services, either upon
      direct sale or upon the exercise of rights or warrants to subscribe
      therefore, or upon conversion of shares or obligations of the Company
      convertible into such shares or other securities, or (b) the payment of a
      stock dividend on any other class of the Company's stock, or (c) any
      subdivision or combination of the shares of any other class of the
      Company's stock, or (d) any reclassification of any other class of the
      Company's stock, shall not affect, and no adjustment by reason thereof
      shall be made with respect to, the number or price of shares of Stock
      subject to the RSU.

            


    

    


    
      	
              11.

            	
              After
      any merger of one or more corporations into the Company, or after any
      consolidation of the Company and one or more corporations in which the
      Company shall be the surviving corporation, the Grantee shall, at no
      additional cost, be entitled upon any vesting of a RSU, to receive
      (subject to any required action by stockholders), in lieu of the number of
      shares as to which the RSU shall then be so vested, the number and class
      of shares of stock or other securities to which the Grantee would have
      been entitled pursuant to the terms of the agreement of merger or
      consolidation if at the time of such merger or consolidation the Grantee
      had been a holder of record of a number of shares of Stock equal to the
      number of shares as to which such RSU shall then be so
      vested.  Comparable rights shall accrue to the Grantee in the
      event of successive mergers or consolidations of the character described
      above.  Anything contained herein or in the Agreement to the
      contrary notwithstanding, upon the dissolution or liquidation of the
      Company, or upon any merger or consolidation in which the Company is not
      the surviving corporation, the unvested RSU shall terminate; but if a
      period of six months from the date of the Agreement shall have expired,
      immediately prior to such dissolution, liquidation, merger or
      consolidation, the RSU shall convert to shares of Stock, without regard to
      the installment provisions of Article 2 hereof but subject to any other
      limitation contained herein or in the Agreement on the vesting of the RSU
      in effect on the date of conversion.  In the event of any other
      event affecting Stock, an appropriate adjustment shall be made in the
      number and price of shares remaining under, and other terms and provisions
      of, the RSU.  The foregoing adjustments and the manner of
      application of the foregoing provisions shall be determined by the
      Committee in its sole discretion, and such determination shall be final
      and shall be binding and conclusive for all purposes.  Any such
      adjustment may provide for the elimination of any fractional share which
      might otherwise become subject to the
RSU.

            


    

    


    
      	
              12.

            	
              Grantee acknowledges and agrees
      that, in order for the Company to perform its requirements under the Plan,
      and to calculate any tax liability that Grantee may have relating to the
      RSU Grant, the Company may process, for an indefinite period of time
      personal data about Grantee.  Such data includes, but is not
      limited to, the information provided in the grant materials and any
      changes thereto, and other appropriate personal data about Grantee,
      including information about Grantee's participation in the Plan, grants
      under the Plan, and Grantee's individual tax rate, income, and/or other
      information used in determining Grantee's applicable tax rate from time to
      time.  Grantee also hereby gives for an indefinite period of
      time explicit consent to the Company to collect, use, store and transfer
      any such personal data for use in the United Stats of America or any other
      required location.  The legal persons for whom the personal data
      is intended include the Company and any of its subsidiaries, the outside
      Plan or program administrator(s) as selected by the Company form time to
      time, the Company's independent registered public accounting firm, and any
      other person that the Company may deem appropriate in its administration
      of the Plan.  Grantee agrees that she or she has been informed
      that the provision of personal data is voluntary.  Grantee
      understands that the transfer of the information outlined here is
      important to the administration of the Plan.  Grantee's consent
      is given freely and is valid as long as it is needed for the
      administration of the Plan or to comply with applicable legal
      requirements.  Grantee's failure to consent to the Company's
      collection, use, storage and transfer of such personal data may limit
      Grantee's right to participate in the Plan.  For purposes of
      this paragraph, the term "Company" shall be deemed to include Ford Motor
      Company, my employer, and any other affiliate of Ford Motor Company
      involved in the administration of the
  Plan.

            


    

    


    
      	
              13.

            	
              Grantee
      acknowledges that the Company is entitled to terminate the Plan
      unilaterally, and Grantee hereby waives any right to receive Plan benefits
      in the event that the Plan is terminated or Grantee's right to receive
      shares of Stock from any unvested RSUs otherwise terminates under the
      terms of the Agreement.  Grantee further acknowledges that the
      Company's grant of the RSUs to the Grantee is not an element of the
      Grantee's compensation and that the RSU is awarded in the Company's
      discretion.  The value of the RSU Grant shall not be included as
      compensation, earnings, salaries, or other similar terms used when
      calculating the Grantee's benefits under any employee benefit plan
      sponsored by the Company except as such plan otherwise expressly
      provides.  Grantee further acknowledges that receipt of the RSU
      does not entitle Grantee to any further grants of RSUs in the future, and
      that the Company does not guarantee that benefits under the Plan will have
      a particular value or be granted to Grantee in the
  future.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              14.

            	
              Notwithstanding
      any of the other provisions of the Agreement or these terms and
      conditions, the Company will not be obligated to issue any shares or
      deliver any cash pursuant to the Agreement if issuance of such shares or
      delivery of such cash would constitute a violation by the Grantee or by
      the Company of any provisions of any law or regulation of any governmental
      authority.  Any determination of the Committee in this
      connection shall be final and shall be binding and conclusive for all
      purposes.  The Company shall in no event be obligated to take
      any affirmative action in order to cause the issuance of shares or
      delivery of cash pursuant to the vesting of any RSU to comply with any law
      or any regulation of any governmental
authority.

            


    

    


    
      	
              15.

            	
              Every
      notice relating to the Agreement shall be in writing and shall be given by
      registered mail with return receipt requested.  All notices to
      the Company shall be addressed to:

            


    

    


    Smith
Barney, Inc.

    Ford
Service Center

    1001 Page
Mill Road

    Bldg. 4,
Suite 101

    Palo
Alto, CA 94304, USA

    


    Phone
No.:

    1-877-664-FORD
(3673) (U.S.)

    1-212-615-7009
(Non-U.S.)

    Fax No.:
1-650-494-2561

    


    All
notices by the Company to the Grantee shall be addressed to the current address
of the Grantee as shown on the records of the Company. Either party by notice to
the other may designate a different address to which notices shall be
addressed.  Any notice given by the Company to the Grantee at his or
her last designated address shall be effective to bind any other person who
shall acquire rights under the Agreement.

    


    
      	
              16.

            	
              Whenever
      the term Grantee is used in any provision of the Agreement or these terms
      and conditions under circumstances such that the provision should
      logically apply to any other person or persons designated as a beneficiary
      pursuant to the provisions of Article 6 hereof, or to whom the RSU, in
      accordance with the provisions of Article 7 hereof, may be transferred,
      the term Grantee shall be deemed to include such person or
      persons.

            


    

    


    
      	
              17.

            	
              The
      Agreement has been made in and it and these terms and conditions shall be
      construed in accordance with the laws of the State of
      Michigan.