ex10_o-6.htm


    
      

    

    Exhibit
10-O-6

    


    Terms
and Conditions of Stock Option Agreement (Incentive Option)

    2008
Long-Term Incentive Plan

    


    Effective
for Options and/or Stock Appreciation Rights granted on or after May 8,
2008.

    


    
      	
              1.

            	
              The
      Option may not be exercised prior to the date one year from the date of
      the Stock Option Agreement of which these terms and conditions are a part
      (the "Agreement"). Thereafter, the Option may be exercised in installments
      as follows:

            


    

    


    
      	
               
      

            	
              ·

            	
              (a)
      Beginning on the date one year from the date of the Agreement, the Option
      may be exercised to the extent of 33% of the shares originally covered
      thereby;

            


    

    


    
      	
               
      

            	
              ·

            	
              (b)
      Beginning on the date two years from the date of the Agreement, the Option
      may be exercised to the extent of an additional 33% of the shares
      originally covered thereby;

            


    

    


    
      	
               
      

            	
              ·

            	
              (c)
      Beginning on the date three years from the date of the Agreement, the
      Option may be exercised to the extent of an additional 34% of the shares
      originally covered thereby; and

            


    

    


    
      	
               
      

            	
              ·

            	
              (d)
      To the extent not exercised, installments shall be cumulative and may be
      exercised in whole or in part;

            


    

    


    all
subject to the Agreement and these terms and conditions and any rules and
regulations established by the Committee pursuant to the Plan.

    


    Notwithstanding
the foregoing, if your stock option grant included an incentive stock option
(ISO), the ISO portion of the grant would be maximized within permissible
regulatory limits. This could result in a different number of options vesting on
the first three anniversary dates of the grant under the nonqualified option
(NQO) and/or the ISO portion of the grant than the number indicated by the
schedule above. In any event, the total number of NQOs and ISOs in the grant,
will, as a whole, vest according to the schedule above. Your grant information
(available online via Smith Barney's Benefit Access website -  www.benefitaccess.com
or through a Smith Barney phone representative) will reflect the specific number
of ISOs and NQOs vesting on the specific dates.

    


    


    
      	
              2.

            	
              The
      Stock Appreciation Right, if any, granted by the Company to the Optionee
      under the Agreement shall entitle the Optionee to receive, without payment
      to the Company and as the Optionee may elect, either (a) that number of
      shares of Stock determined by dividing (i) the total number of shares of
      Stock subject to the Option (or the portion or portions thereof which the
      Optionee from time to time elects to use for purposes of this clause (a)),
      multiplied by the amount by which the fair market value of a share of
      Stock on the day this right is exercised exceeds the option price set
      forth in the Agreement (such amount being hereinafter referred to as the
      "Spread"), by (ii) the fair market value of a share of Stock on the
      exercise date; or (b) cash in an amount determined by multiplying (i) the
      total number of shares of Stock subject to the Option (or the portion or
      portions thereof which the Optionee from time to time elects to use for
      purposes of this clause (b)), by (ii) the amount of the Spread; or (c) a
      combination of shares of Stock and cash, in amounts determined as set
      forth in clauses (a) and (b) above; all subject to the terms and
      conditions set forth herein and any rules and regulations established by
      the Committee pursuant to the Plan.

            


    

    


    The right
of the Optionee to exercise any Stock Appreciation Right shall be cancelled if
and to the extent that the Option is exercised. The right of the Optionee to
exercise the Option shall be cancelled if and to the extent that shares covered
by the Option are used to calculate shares or cash received upon exercise of any
Stock Appreciation Right.

    


    


    "Fair
market value" shall mean the average of the mean the closing price at which
Stock shall have been reported on the New York Stock Exchange on the date as of
which such computation is to be made or, if no such closing price shall have
been reported on such day, on the next preceding day on which such closing price
of Stock shall have been reported on such Exchange.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If any
fractional share of Stock would otherwise be deliverable to the Optionee upon
exercise of any Stock Appreciation Right, the Optionee shall be paid a cash
amount equal to the same fraction of the fair market value of the Stock on the
date of exercise.

    


    Any Stock
Appreciation Right shall become and remain exercisable by the Optionee only to
the extent that the Option becomes and remains exercisable.

    


    


    
      	
              3.

            	
              Except
      as provided in the immediately following two paragraphs, if, prior to the
      date one year from the date of the Agreement, the Optionee's employment
      with the Company shall be terminated by the Company, with or without
      cause, or by the act, death, incapacity or retirement of the Optionee, the
      Optionee's right to exercise the Option and any Stock Appreciation Right
      shall terminate on the date of such termination of employment and all
      rights hereunder and under the Agreement shall
  cease.

            


    

    


    Notwithstanding
the provisions of the next preceding paragraph, if the Optionee's employment
with the Company shall be terminated by reason of retirement, release because of
disability or death, and the Optionee had remained in the employ of the Company
for at least six months following the date of the Agreement, and subject to the
provisions of Article 3 hereof, all the Optionee's rights hereunder and under
the Agreement shall continue in effect or continue to accrue until the date ten
years after the date of the Agreement, subject, in the event of the Optionee's
death during such ten year period, to the provisions of the sixth paragraph of
this Article and subject to any other limitation contained herein or in the
Agreement on the exercise of the Option or any Stock Appreciation Right in
effect at the date of exercise.

    


    Notwithstanding
anything to the contrary set forth herein or in the Agreement, if the Optionee's
employment with the Company shall be terminated at any time by reason of a sale
or other disposition (including, without limitation, a transfer to a "Joint
Venture" (as hereinafter defined)) of the division, operation or subsidiary in
which the Optionee was employed or to which the Optionee was assigned, all the
Optionee's rights under the Option and any Stock Appreciation Right shall become
immediately exerciseable and continue in effect until the date five years after
the date of such termination (but not later than the date ten years from the
date of grant of the Option), provided the Optionee shall satisfy both of the
following conditions: (a) the Optionee, at the date of such termination, had
remained in the employ of the Company for at least three months following the
grant of the Option and any Stock Appreciation Right, and (b) the Optionee
continues to be or becomes employed in such division, operation or subsidiary
following such sale or other disposition and remains in such employ until the
date of exercise of the Option or any Stock Appreciation Right (unless the
Committee, or any committee appointed by it for the purpose, shall waive this
condition (b)).

    


    Upon
termination of the Optionee's employment with such (former) division, operation
or subsidiary following such sale or other disposition, any then existing right
of the Optionee to exercise the Option or any Stock Appreciation Right shall be
subject to the following limitations: (i) if the Optionee's employment is
terminated by reason of disability, death or retirement with the approval of his
or her employer, the Optionee's rights shall continue as provided in the
preceding sentence with the same effect as if his or her employment had not
terminated; (ii) if the Optionee's employment is terminated by reason of
discharge or voluntary quit, the Optionee's rights shall terminate on the date
of such termination of employment and all rights under the Option and any Stock
Appreciation Right shall cease; and (iii) if the Optionee's employment is
terminated for any reason other than a reason set forth in the preceding clauses
(i) and (ii), the Optionee shall have the right, within three months after such
termination, to exercise the Option to the extent that it or any installment
thereof shall have accrued at the date of such termination and shall not have
been exercised, subject in the case of any such termination to the provisions of
Article 4 hereof and any other limitation on the exercise of the Option or any
Stock Appreciation Right in effect at the date of exercise. For purposes of this
paragraph, the term "Joint Venture" shall mean any joint venture corporation or
partnership, or comparable entity, in which the Company has a substantial equity
interest.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If, on or
after the date one year from the date of the Agreement, the Optionee's
employment with the Company shall be terminated for any reason except
retirement, release because of disability, death, release because of a sale or
other disposition of the division, operation or subsidiary in which the Optionee
was employed or to which the Optionee was assigned, discharge, release in the
best interest of the Company or voluntary quit, the Optionee shall have the
right, within three months after such termination, to exercise the Option or any
Stock Appreciation Right to the extent that it or any installment thereof shall
have accrued at the date of such termination of employment and shall not have
been exercised, subject to the provisions of Article 4 hereof and any other
limitation contained herein or in the Agreement on the exercise of the Option or
any Stock Appreciation Right in effect at the date of exercise.

    


    If the
Optionee's employment with the Company shall be terminated at any time by reason
of discharge, release in the best interest of the Company or voluntary quit, the
Optionee's right to exercise the Option or any Stock Appreciation Right shall
terminate on the date of such termination of employment and all rights hereunder
and under the Agreement shall cease.

    


    If the
Optionee shall die within the applicable period specified in the second, third
or fourth paragraph of this Article, the beneficiary designated pursuant to
Article 7 hereof or, if no such designation is in effect, the executor or
administrator of the estate of the decedent or the person or persons to whom the
Option or any Stock Appreciation Right shall have been validly transferred by
the executor or the administrator pursuant to will or the laws of descent and
distribution shall have the right, within the same period of time as the period
during which the Optionee would have been entitled to exercise the Option or any
Stock Appreciation Right if the Optionee had not died, to exercise the Option or
any Stock Appreciation Right (except that, if the fourth paragraph of this
Article shall apply to the Optionee, the Option may be exercised only to the
extent that it or any installment thereof shall have accrued at the date of
death and shall not have been exercised, and except that the period of time
within which the Option shall be exercisable following the date of the
Optionee's death shall not be less than one year (unless the Option by its terms
expires earlier)), subject to the provision that neither the Option nor any
Stock Appreciation Right shall be exercised under any circumstances beyond ten
years from the date of the Agreement and to any other limitation on the exercise
of the Option or any Stock Appreciation Right in effect at the date of
exercise.

    


    Notwithstanding
anything to the contrary set forth in the Agreement or in these terms and
conditions, neither the Option nor any Stock Appreciation Right shall be
exercised on or after the date ten years from the date of the
Agreement.

    


    


    
      	
              4.

            	
              Anything
      contained herein or in the Agreement to the contrary notwithstanding, the
      right of the Optionee to exercise the Option or any Stock Appreciation
      Right following termination of the Optionee's employment with the Company
      shall remain effective only if, during the entire period from the date of
      the Optionee's termination to the date of such exercise, the Optionee
      shall have earned out such right by (i) making 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) refraining 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 Optionee's nonfulfillment of the condition set forth in the
immediately preceding paragraph, the Optionee's right to exercise the Option or
any Stock Appreciation Right shall cease; 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:

    


    (1) if
the Optionee 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 Optionee 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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (2) if
the Optionee 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 Agreement to the contrary notwithstanding, the right
of the Optionee to exercise the Option or any Stock Appreciation Right following
termination of the Optionee's employment with the Company shall cease on and as
of the date on which it has been determined by the Committee that the Optionee
at any time (whether before or subsequent to termination of the Optionee'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 four immediately preceding paragraphs of this Article and
shall not be subject to any determination under this paragraph.

    


    


    
      	
              5.

            	
              Payment
      for any shares of Stock purchased upon exercise of the Option shall be
      made in full at the time of exercise. Such payment may be made in cash, by
      wire, by delivery of shares of Stock beneficially owned by the Optionee or
      by a combination of cash and Stock, at the election of the Optionee;
      provided, however, that any shares of Stock so delivered shall have been
      beneficially owned by the Optionee for a period of not less than six
      months (or 12 months if the stock being surrendered was acquired through
      the exercise of an ISO) prior to the date of such exercise. Any shares of
      Stock so delivered shall be valued at their fair market value on the date
      of such exercise.

            


    

    


    The
Optionee, from time to time during the period when the Option and any Stock
Appreciation Right may by its terms be exercised, (a) may exercise the Option in
whole or in part by delivering to the Company or its designee: (i) a written
notice signed by the Optionee stating the number of shares that the Optionee has
elected to purchase at that time from the Company, and (ii) a check or wire
transfer in an amount, or (in accordance with the two preceding paragraphs)
shares of Stock having a value, equal to the purchase price of the shares then
to be purchased, or a combination of shares of Stock and cash, or (b) may
exercise any Stock Appreciation Right in whole or in part by delivering to the
Company a written notice signed by the Optionee stating (i) the number of shares
covered by the Option he or she has elected to use to compute the number of
shares, and/or (ii) the number of shares covered by the Option he or she has
elected to use to compute the amount of cash, to be received from the Company
pursuant to exercise of any Stock Appreciation Right. The Committee, if it shall
deem it necessary or desirable for any reason connected with any law or
regulation of any governmental authority relating to the regulation of
securities, may require the Optionee to execute and file with it such evidence
as it may deem necessary that the Optionee is acquiring any shares of Stock for
investment and not with a view to their distribution and, by way of the adoption
of rules and regulations or otherwise, impose conditions as to the time and
manner of exercise of any Stock Appreciation Right by any person or class or
persons.

    


    As soon
as practicable after receipt by the Company or its designee of such notice,
check or wire transfer and/or shares of Stock (if the Option is exercised in
whole or in part) and such evidence of intent to acquire for investment as may
be required by the Committee, the Company shall issue the appropriate number of
shares in the name of the Optionee and deliver the certificate therefor to the
Optionee. The number of shares shall be adjusted appropriately, or other
appropriate arrangements shall be made, for any taxes required to be withheld by
federal, state or local law.

    


    


    
      	
              6.

            	
              As
      a condition of the granting of the Option, the Optionee and the Optionee's
      successors and assigns 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.

            


    

    


    


    
      	
              7.

            	
              Unless
      the Committee determines otherwise neither the Option nor any Stock
      Appreciation Right is transferable by the Optionee otherwise than by will
      or the laws of descent and distribution, and, during the Optionee's
      lifetime, is exercisable only by the Optionee or the Optionee's guardian
      or legal representative. Once transferred by will or by the laws of
      descent and distribution, neither the Option nor any Stock Appreciation
      Right shall be further transferable. Any transferee of the Option and any
      Stock Appreciation Right shall take the same subject to the terms and
      conditions set forth herein. No such transfer of the Option 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 transferee or transferees of the
      terms and conditions set forth herein. No assignment or transfer of the
      Option and any Stock Appreciation Right, 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 Optionee 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 exercise, in the event of the Optionee's death, the
Option or any Stock Appreciation Right 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 Optionee shall be deemed to
have designated as beneficiary or beneficiaries the person or persons who
receive the Optionee's life insurance proceeds under the basic Company Life
Insurance Plan unless the Optionee shall have assigned such life insurance or
shall have filed with the Company a written designation of a different
beneficiary or beneficiaries. The Optionee may from time to time revoke or
change any such designation of beneficiary and any designation of beneficiary by
the Optionee 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 exercise the Option or any Stock
Appreciation Right, the Committee may determine to recognize only an exercise by
the legal representative of the Optionee, in which case the Company, the
Committee and the members thereof shall not be under any further liability to
anyone.

    


    


    
      	
              8.

            	
              The
      Optionee, a beneficiary designated pursuant to Article 7 hereof or a
      transferee of the Option or any Stock Appreciation Right shall have no
      rights as a stockholder with respect to any share covered by the Option or
      any Stock Appreciation Right until such person shall have become the
      holder of record of such share, and, except as provided in Article 10
      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.

            


    

    


    


    
      	
              9.

            	
              The
      existence of the Option or any Stock Appreciation Right 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.

            


    

    


    


    
      	
              10.

            	
              The
      shares covered by the Option and any Stock Appreciation Right 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 deliverable upon
      exercise of the Option or any Stock Appreciation Right, 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 remaining under
      the Option or any Stock Appreciation Right 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
  Option.

            


    

    


    


    
      	
              11.

            	
              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
      therefor, 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 Option or any Stock Appreciation
  Right.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              12.

            	
              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 Optionee shall, at no
      additional cost, be entitled upon any exercise of the Option or any Stock
      Appreciation Right to receive (subject to any required action by
      stockholders), in lieu of the number of shares as to which the Option or
      any Stock Appreciation Right shall then be so exercised, the number and
      class of shares of stock or other securities to which the Optionee 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 Optionee
      had been a holder of record of a number of shares of Stock equal to the
      number of shares as to which such Option or any Stock Appreciation Right
      shall then be so exercised. Comparable rights shall accrue to the Optionee
      in the event of successive mergers or consolidations of the character
      described above or in the event of any exercise of any Stock Appreciation
      Right for cash following any such merger or consolidation. 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
      Option and any Stock Appreciation Right shall terminate; but if a period
      of one year from the date of the Agreement shall have expired, the
      Optionee shall have the right, immediately prior to such dissolution,
      liquidation, merger or consolidation, to exercise the Option or any Stock
      Appreciation Right in whole or in part to the extent it shall not have
      been exercised, without regard to the installment provisions of Article 1
      hereof but subject to any other limitation contained herein or in the
      Agreement on the exercise of the Option and any Stock Appreciation Right
      in effect on the date of exercise. 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
      Option and any Stock Appreciation Right. 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
Option.

            


    

    


    


    
      	
              13.

            	
              Optionee
      acknowledges and agrees that, in order for the Company to perform its
      requirements under the Plan, the Company may process, for an indefinite
      period of time, personal data about Optionee. Such data includes, but is
      not limited to, the information provided in the Option grant materials and
      any changes thereto, and other appropriate personal data about Optionee,
      including information about Optionee's participation in the Plan and
      options exercised under the Plan from time to time. Optionee also hereby
      gives for an indefinite period of time Optionee's explicit consent to the
      Company to collect, use, store and transfer any such personal data for use
      in the United States of America or any other required location. The legal
      persons for whom the personal data is intended include Ford and any of its
      subsidiaries, the outside plan administrator as selected by the Company
      from time to time and any other person that the Company may deem
      appropriate in its administration of the Plan. Optionee has been informed
      of Optionee's right to access and correct Optionee's personal data by
      contacting Optionee's local Human Resources Representative. Optionee has
      been informed of Optionee's right to withdraw at any time Optionee's
      consent to the processing of personal data. Optionee has been informed
      that the provision of personal data is voluntary. Optionee understands
      that the transfer of the information outlined here is important to the
      administration of the Plan. Optionee's consent is given freely and is
      valid as long as it is needed for administration of the Plan or to comply
      with applicable legal requirements. Optionee's failure to consent to the
      Company's collection, use, storage and transfer of such personal data may
      limit Optionee's right to participate in the Plan. For purposes of this
      paragraph, the term "Company" shall be deemed to include Ford Motor
      Company, Optionee's employer, and any other affiliate of Ford Motor
      Company involved in the administration of the
  Plan

            


    

    


    
      	
               
      

            	
               

            


    

    
      	
              14.

            	
              Optionee
      acknowledges that the Company is entitled to terminate the Plan
      unilaterally, and Optionee hereby waives any right to receive Plan
      benefits in the event that the Plan is terminated or Optionee's right to
      exercise the Option otherwise terminates under the terms of the Agreement.
      Optionee further acknowledges that the Company's grant of the option to
      Optionee is not an element of the Optionee's compensation and that the
      option is awarded in the Company's discretion. Optionee further
      acknowledges that receipt of the Option does not entitle Optionee to any
      further grants of an Option in the future, and that the Company does not
      guarantee that benefits under the Plan will have a particular value or be
      granted to Optionee in the
future.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              15.

            	
              Notwithstanding
      any of the other provisions of the Agreement or these terms and
      conditions, the Optionee agrees not to exercise the Option or any Stock
      Appreciation Right, and that the Company will not be obligated to issue
      any shares pursuant to the Agreement, if the exercise of the Option or any
      Stock Appreciation Right or the issuance of such shares would constitute a
      violation by the Optionee 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 exercise of the Option
      or any Stock Appreciation Right or the issuance of shares pursuant thereto
      to comply with any law or any regulation of any governmental
      authority.

            


    

    


    


    
      	
              16.

            	
              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:

            	
              877-664-FORD
      (3673) (U.S.);  212-615-7009 (Non
  U.S.)

            


    

    
      	
               
      

            	
              Fax
      No.:

            	
              650-494-2561

            


    

    


    All
notices by the Company to the Optionee shall be addressed to the current address
of the Optionee 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 Optionee at his or her last
designated address shall be effective to bind any other person who shall acquire
rights under the Agreement.

    


    


    
      	
              17.

            	
              Whenever
      the term "Optionee" 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 7 hereof, or to whom the Option and
      any Stock Appreciation Right, in accordance with the provisions of Article
      7 hereof, may be transferred, the term "Optionee" shall be deemed to
      include such person or persons.

            


    

    


    


    
      	
              18.

            	
              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.