Unassociated Document


    
      

    

    Exhibit
10-O-22

    


    Restricted
Stock Unit Agreement under 2008 Long-Term Incentive Plan

    Current
as of January 2008

    


    This
AGREEMENT made as of this [  ] day of March 2009 (the "RSU
Agreement"), by and between Ford Motor Company, a Delaware corporation (the
"Company"), and [Name of Grantee] (the "Grantee"), WITNESSETH:

    


    WHEREAS,
the Grantee is now employed by the Company, or one of its subsidiaries, in a
responsible capacity and the Company desires to provide an incentive to the
Grantee to encourage the Grantee to remain in the employ of the Company or of
one or more of its subsidiaries and to increase the Grantee's interest in the
Company's long-term success; and as an inducement thereto, the Company has
adopted the 2008 Long-Term Incentive Plan (the "Plan"), to be administered by
the Compensation Committee (the "Committee"), and has determined to grant to the
Grantee the restricted stock units herein provided for,

    


    NOW,
THEREFORE, IT IS AGREED BETWEEN THE PARTIES as follows:

    


    Subject
to the terms and conditions set forth herein, in the Plan, in the "2008 Terms
and Conditions of Restricted Stock Unit Agreement" (the "2008 RSU Terms and
Conditions") and in any rules and regulations established by the Committee
pursuant to the Plan (all of which are incorporated by
reference into this Agreement as though set forth in full herein), the Company
hereby grants to the Grantee
[            ]
restricted stock units (the "RSU Grant").  The RSU Grant will vest
after [one, two, three] year/s from the date of grant; [x]% of the RSU Grant
will vest after one year from the date of grant; [x]% of the RSU Grant will vest
after two years from the date of grant; and [x]% of the RSU Grant will vest
after three years from the date of grant

    


    The
Grantee agrees to remain in the employ of the Company or of one or more of its
subsidiaries for a period ending on the later of (a) the date six months from
the date of this Agreement or (b) six months from the latest date to which the
Grantee is obligated to remain in such employ under any restricted stock unit
granted to the Grantee under the Plan or any Restricted Stock Unit Plan of the
Company or under any amendment to any such restricted stock unit; provided,
however, that, if the second paragraph of Article 3 of the 2008 RSU Terms and
Conditions shall apply to the Grantee, such period shall be limited to three
months from the date of this Agreement; and provided, further, that nothing
contained herein or in the 2008 RSU Terms and Conditions shall restrict the
right of the Company or any of its subsidiaries to terminate the employment of
the Grantee at any time, with or without cause.  The term "Company" as
used in this Agreement and the 2008 RSU Terms and Conditions with reference to
employment shall include subsidiaries of the Company.  The term
"subsidiary" as used in this paragraph shall mean (i) any corporation a majority
of the voting stock of which is owned directly or indirectly by the Company or
(ii) any limited liability company a majority of the membership interest of
which is owned directly or indirectly by the Company.

    


    The grant
of the RSU Grant is completely discretionary and does not create any rights to
receive future restricted stock unit grants.  The Company may amend,
modify or terminate the Plan at any time, subject to limitations set forth in
the Plan.

    


    IN
WITNESS THEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

    


    
      
        	
                AUTHENTICATED

              	
                FORD
      MOTOR COMPANY

              
	 
      	 
      
	 
      	
                ____________________________

              
	 
      	
                Grantee

              
	 
      	 
      
	 
      	
                Grantee
      ID: _________________