ex10_o-14.htm


    
      

    

    Exhibit
10-O-14

    


    
      

    

    


    


    World
Headquarters, Room 538

    One
American Road

    Dearborn,
MI 48126-2798

    


    DATE

    


    Mr./Ms.
[Name]:

    


    Pursuant
to the 2008 Long-Term Incentive Plan (2008 Plan), the Compensation Committee
approved a grant of [  ] restricted shares effective
[Date].  Accordingly, restricted shares of Ford Common Stock* have
been credited to a book entry account in your name at
Computershare.

    


    These
shares are restricted from sale, transfer, or other disposition until
[one/two/three/four/five] year/s from the date of grant on [Date].  At
that time, the restrictions will be lifted and, as soon as practicable
thereafter, an appropriate number of shares will be withheld to cover any tax
liability on the value of the grant at that time.

    


    Alternatively,
in the U. S. you have the option now to make a "Section 83(b)
Election".  This election allows you to include the value of the grant
in your current earnings and pay taxes now on the value as
compensation.  However, future appreciation on the grant would be
taxed as capital gains.  If you choose to make this election, a
written confirmation of the election and your tax payment to the Company must be
provided to the Company by [Date].  You should consult with your tax
advisor if you would like to make this election.  To obtain a form for
this election and arrange for the tax payments, please contact [Name] at [Phone
Number].

    


    During
the restriction period, you are the stockholder of record of the shares and are
entitled to vote the shares.

    


    If
reinstated, quarterly dividend payments will be paid in cash by
Computershare.  Unless you have made a "Section 83(b) Election, the
Company will report quarterly dividends paid during the restriction period as
W-2 earnings.  In the event you would like to change the election on
your account, please contact Computershare.  Attached is a document
with Computershare's contact information.

    


    Your
Restricted Stock grant is made under the 2008 Long-Term Incentive Plan and is
subject to its terms and conditions.  If you have further questions
regarding your award, please contact [Name] at [Phone Number].

    


    Your
continued leadership is greatly appreciated and is essential to the success of
achieving critical Company priorities.

    


    
      
        	 
      	
                Regards,

              
	 
      	 
      
	 
      	
                [Name]

              


      

    

    


    


    Attachment

    


    cc:  [Name]
(OGC),[Name] (Accounting)

    


    


    The Fair
Market Value of Ford Common Stock on [Date] was $[XX.XX]/share.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                Attachment

              


      

    

    


    RESTRICTED
STOCK AWARD

    


    


    What is Restricted
Stock?

    Shares of
Restricted Stock are actual shares of Ford Common Stock that are subject to
restrictions on the sale and transfer of the stock for a certain period of time
as detailed in your award letter.  The stock will be registered in
your name and held in a book entry account at Computershare Trust Company, N.A.,
the Company's transfer agent.  You will have all rights and privileges
of a stockholder during the restriction period, including the right to vote the
Restricted Stock and the right to receive dividends if approved by the Board of
Directors.  The Restricted Stock cannot be sold, transferred,
assigned, pledged, or otherwise encumbered during the restriction
period.

    


    


    Will I receive dividends on
my Restricted Stock?

    Under the
terms of this program, your dividends will be paid in cash and sent to you by
Computershare, unless you contact Computershare and request dividend
reinvestment.

    


    


    What about
Taxes?

    The
shares of Restricted Stock will not be recognized as taxable income at the time
the grant is made.  At the time the stock becomes unrestricted, as detailed in
your award letter, the value of the award will be taxed by the Company via share
withholding.  The value of the award is equal to the fair market value
of the stock on the date of unrestriction multiplied by the number of shares
awarded.  The fair market value of Ford Common Stock is the closing
price at which the Company's stock is traded on the New York Stock Exchange on
the date the restrictions lapse.

    


    If
quarterly dividends are paid during the restriction period, they will be
reported as earnings.  Alternatively, for U.S. employees, you have the
option to make a "Section 83(b) Election" (as detailed in your award
letter).  This election requires you to include the value of this
grant at the time of
grant in your current earnings and pay taxes now on the value as
compensation.  However, future appreciation on the grant would be
taxed as capital gains.  Consult your tax advisor if you have
questions or would like to make this election. If you choose to make this
election, a written confirmation of the election and your tax payment to the
Company must be provided to the Company (_____________ at _______________ by the
deadline specified in your award letter.

    


    Are there any other
conditions related to the Restricted Stock?

    There are
several other conditions related to the Restricted Stock:

    


    
      	
              1)

            	
              You
      must remain an active employee for a period of six months following the
      date of the grant.  If you should terminate your employment
      before the six month period expires, your grant will automatically be
      forfeited.

            


    

    


    
      	
              2)

            	
              If
      your employment should terminate for any reason other than death, you must
      refrain 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 nonfulfillment of this condition, your
      right to receive your Restricted Stock Award will be forfeited and
      cancelled.

            


    

    


    
      	
              3)

            	
              Your
      right to receive your Restricted Stock Award will terminate if it is
      determined that you have acted in a manner inimical to the best interests
      of the Company.

            


    

    


    Your
Restricted Stock Award is made under the 2008 Long-Term Incentive Plan and is
subject to its terms and conditions.

    


    Compensation
and Executive Personnel

    February,
2009