Unassociated Document


    
      

    

    Exhibit
10-O-9

    


    Terms
and Conditions of Stock Option Agreement (U.K. Nonqualified Option)

    2008
Long-Term incentive plan

    


    Effective
for options 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;

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


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

    


    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.

            	
              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 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 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 shall become immediately exercisable 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 (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 (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 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 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 3 hereof and any other limitation on the exercise
of the Option 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 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 3 hereof and any other limitation contained herein or in
the Agreement on the exercise of the Option 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 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 6 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 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 if the Optionee had not died, to
exercise the Option (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
more than one year or less than one year (unless the Option by its terms expires
earlier)), subject to the provision that the Option shall not 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 in effect at the date of
exercise.

    


    Notwithstanding
anything to the contrary set forth in the Agreement or in these terms and
conditions, the Option shall not be exercised on or after the date ten years
from the date of the Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              3.

            	
              Anything
      contained herein or in the Agreement to the contrary notwithstanding, the
      right of the Optionee to exercise the Option 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
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 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.

    


    


    
      	
              4.

            	
              Payment
      for any shares of Stock purchased upon exercise of the Option shall be
      made in full at the time of exercise. Such payment must be made in
      cash.

            


    

    


    The
Optionee, from time to time during the period when the Option may by its terms
be exercised, may exercise the Option in whole or in part by delivering to the
Company: (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 in an amount equal to the purchase price of the shares then to
be purchased. 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.

    


    As soon
as practicable after receipt by the Company of such notice and check (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 therefore 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 United Kingdom or United States federal, state or
local law.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              5.

            	
              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.

            


    

    


    


    
      	
              6.

            	
              The
      option is not transferable by the Optionee and, during the Optionee's
      lifetime, the Option is exercisable only by the Optionee or the Optionee's
      legal representative.

            


    

    


    


    
      	
              7.

            	
              The
      Optionee, or the Optionee's legal representative shall have no rights as a
      stockholder with respect to any share covered by the Option until such
      person shall 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 Option 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 the Option 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, 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 shall be appropriately adjusted, provided that the adjustment
      is permitted by paragraph 29, Schedule 9 of the Income and Corporation
      Taxes Act 1988 and also provided that the adjustment will not be effective
      until and unless it is approved by the Board of the Inland Revenue. 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.

            


    

    


    


    
      	
              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 Option.

            


    

    


    


    
      	
              11.

            	
              Subject
      to Rule 6 of the United Kingdom Rules, 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, to receive (subject to any required action by
      stockholders), in lieu of the number of shares as to which the Option
      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 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. 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 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 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 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. 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.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              12.

            	
              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.

            


    

    


    


    
      	
              13.

            	
              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.

            


    

    


    


    
      	
              14.

            	
              Notwithstanding
      any of the other provisions of the Agreement or these terms and
      conditions, the Optionee agrees not to exercise the Option, and that the
      Company will not be obligated to issue any shares pursuant to the
      Agreement, if the exercise of the Option 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 the issuance of shares pursuant thereto 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.: 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.

    


    


    
      	
              16.

            	
              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.

            


    

    


    


    
      	
              17.

            	
              No
      U.K. income tax will be payable on the grant of the Option. The Company
      will, however, inform the U.K. Inland Revenue of the grant of the Option.
      No U.K. income tax will be payable on the exercise of the Option, provided
      that the scheme retains its U.K. Inland Revenue approved status
      and:

            


    

    


    
      	
               
      

            	
              ·

            	
              (a)
      the Option is exercised more than 3 years and not more than 10 years from
      the date of grant; and

            


    

    


    
      	
               
      

            	
              ·

            	
              (b)
      it is not exercised within 3 years of the date when the Optionee last
      exercised a right obtained under any U.K. Inland Revenue approved
      discretionary share option scheme (whether run by the Optionee's present
      employer or any other company whatsoever) and in respect of which the
      Optionee obtained relief from U.K. income tax. All Options exercised on
      the same day count as one exercise for this
  purpose.