ex10_y-3.htm


    
      

    

    
      Exhibit
10-Y-3

      


       

      
        
          
            	      
                    
                      Employment
      Offer Letter and Agreement Amendments

                      Alan
      Mulally

                       

                      Effective
      as of December 31,
2008

                    

                  


          

        

      

       

      
         

      

      Background

       

      
        	
                ·

              	
                Section
      409A of the Internal Revenue Code Section of 1986, as amended ("Code"),
      regulates the provision of nonqualified deferred compensation to
      employees.

              


      

       

      
        	
                ·

              	
                Code
      Section 409A requires that all agreements providing for nonqualified
      deferred compensation be amended to comply with its requirements no later
      than December 31, 2008.

              


      

       

      
        	
                ·

              	
                The
      amendments described herein are intended to ensure that the terms of Mr.
      Mulally's employment offer letter and agreement comply with Code Section
      409A.

              


      

      


      Amendments

       

      
        	
                1.

              	
                Last
      sentence of the second bullet point regarding the hiring bonus of
      $7,500,000 is amended to read as follows:  "You may elect to
      defer this payment, in whole or in part, into the Deferred Compensation
      Plan, provided you make your deferral election prior to the date on which
      the Board of Directors approves this agreement or within 30 days of your
      acceptance of this offer, whichever comes
  first."

              


      

       

      
        	
                2.

              	
                Last
      sentence of the third bullet point regarding the additional lump sum
      payment of $11,000,000 is amended to read as follows:  "You may
      also elect to defer this amount into the Deferred Compensation Plan,
      provided you make your deferral election prior to the date on which the
      Board of Directors approves this agreement or within 30 days of your
      acceptance of this offer, whichever comes
  first."

              


      

       

      
        	
                3.

              	
                The
      following sentence of the sixth bullet point regarding the grant of
      600,000 Restricted Stock Units is hereby deleted in its
      entirety:  "These payments could be deferred into the Deferred
      Compensation Plan if you make the election to defer in the year prior to
      the restrictions being lifted."

              


      

       

      
        	
                4.

              	
                The
      following shall be added as the second sentence of the seventh bullet
      point regarding severance payments:  "Any such payments or
      changes in vesting requirements shall be made on or after the first day of
      the seventh month following your termination of employment, but in no
      event later than the December 31st following the first day of such seventh
      month."

              


      

       

      
        	
                5.

              	
                The
      following shall be added to the end of the eighth bullet point regarding
      temporary housing and relocation:  "Reimbursements for temporary
      living costs will be made (i) not later than March 15th of the year
      following the year in which the expense is incurred, and (ii) only for
      expenses incurred in a year in which you are employed by the
      Company."

              


      

       

      
        	
                6.

              	
                The
      following shall be added to the end of the ninth bullet point regarding
      corporate aircraft usage:  "Corporate aircraft usage by you or
      your family members in one year shall not affect usage in any subsequent
      year.  Your right to use the corporate aircraft is not subject
      to liquidation or exchange.  Personal use of the aircraft will
      be limited to the period during which you remain employed by Ford in the
      capacity of President and Chief Executive
  Officer."

              


      

       

      
        	
                7.

              	
                The
      following shall be added as a final bullet
      point:  "Notwithstanding anything contained in this agreement to
      the contrary, for purposes of determining the timing of payments under
      this agreement upon termination of employment, as defined for purposes of
      Section 409A of the Internal Revenue Code of 1986, as amended (Code), you
      will be treated as if you were a 'Specified Employee' under Code Section
      409A at the time of termination.  Consequently, no payment of
      deferred compensation as defined under Code Section 409A shall be made
      pursuant to this agreement upon termination of employment (other than as a
      result of death) prior to the first day of the seventh month following
      such termination of employment."

              


      

       

      


       

      These
amendments are effective as of December 31, 2008.

       

      


      /s/ Felicia
Fields                         
                                         /s/ Alan
Mulally                                   


       

      Felica
Fields                                                                        
Alan Mulally