exv10wzw1



 




Exhibit 10-Z-1



[FORD OVAL LOGO]




	 	 	 
	
    
    Ford Motor Company
    

    	 	
    One American Road
    
	 	 	
    P.O. Box 1899
    
	 	 	
    Dearborn, MI 48126
    
	
    
    Nicholas Scheele
    

    	 	 
	
    
    [Address redacted]
    

    	 	
    December 9, 2004
    





Dear Nick:




This letter will confirm the agreement (the
“Agreement”) regarding the terms and conditions under
which you have agreed to provide your personal services as a
consultant to Ford Motor Company (“Ford” or the
“Company”).




		
	1. 	
    Scope of Services:
    Subject to the terms and
    conditions contained herein, for the period of 12 months
    beginning on February 1, 2005 and ending January 31,
    2006, unless this Agreement is terminated earlier pursuant to
    Section 13 hereof, you will be available to provide
    consultation to the Company. It is understood that domestic and
    international travel may be involved in the provision of
    services hereunder.
    





Specific direction regarding the services to be
provided by you to Ford hereunder shall be given on behalf of
Ford by the Chairman and CEO and/or his designate. Examples of
the work provided under this Agreement include but are not
limited to: involvement in European issues and/or initiatives,
European government relations, Premier Automotive Group
restructuring activities or targeted coaching for retention
purposes.




		
	2. 	
    Competitive Behavior:
    As a condition of the
    Company’s obligations under this Agreement, during the term
    of this Agreement, you will not, without written permission of
    the Company, on behalf of yourself or on behalf of any other
    person, company, corporation, partnership or other entity or
    enterprise, directly or indirectly, as an employee, proprietor,
    stockholder, partner, consultant, or otherwise, engage in any
    business or activity competitive with the business of Ford Motor
    Company, its subsidiaries or affiliates worldwide. You
    specifically acknowledge that the Company conducts a worldwide
    business and that the worldwide restriction is reasonable. You
    also agree during the term of this Agreement that you will not
    engage in any conduct that is inimical to the best interests of
    the Company, its subsidiaries, or affiliates worldwide. In the
    event you breach these restrictive covenants, the Company shall
    be entitled to the remedies outlined in Section 3 below
    with respect to breach of Confidential Information.
    
	 
	3. 	
    Confidential Information and Remedies:
    You agree to keep secret and
    retain in strictest confidence, and shall not, without the prior
    written consent of the Chief Executive Officer of the Company,
    furnish, make available or disclose to any third party or use
    for your benefit or the benefit of any third party, any
    Confidential Information as hereafter defined. As used in this
    Agreement, Confidential Information means any information
    relating to the business or affairs of the Company, including
    but not limited to, information relating to financial statement,
    customer, identities, potential customer, employees, suppliers,
    servicing methods, equipment, product or service programs,
    product designs, cycle plans, strategies and information,
    databases and information systems, analyses, profit margins,
    pricing, comparative or futuring studies or other proprietary
    information used by the Company, whether or not generated by the
    Company or purchased by the Company through business
    consultants. Confidential Information shall not include any
    information in the public domain or information that becomes
    known in the industry through no wrongful act on your part. You
    acknowledge that the Confidential Information is vital,
    sensitive, confidential and proprietary to the Company. You
    acknowledge and agree that your
    









 


		
		
    promise to keep confidential the Confidential
    Information is reasonable and necessary for the protection of
    the Company’s business interests; that irreparable injury
    will result to the Company if you break your promise, and that
    the Company may not have an adequate remedy at law if you break
    or threaten to break your promise. Accordingly, you agree that
    in such event, the Company will be entitled to immediate
    temporary injunctive and other equitable relief in a court of
    competent jurisdiction, without the necessity of showing actual
    monetary damages, subjective to a hearing as soon thereafter as
    possible. Nothing contained herein shall be construed as
    prohibiting the Company from pursuing another remedy available
    to it for failing to keep your promise, including the recovery
    of any damage which it is able to prove and any other remedies
    allowed under any other agreement with the Company or provided
    for under various Company plans. In addition, as a penalty and
    not in lieu of other damages the Company may be able to prove,
    you agree to pay the Company liquidated damages in an amount
    equal to the total consulting fees received under Section 6
    of the Agreement, or used as an offset under Section 16 of
    this Agreement, if you break your promise and divulge
    Confidential Information or break any of your promises under
    Sections 2, 10, 11, or 12.
    
	 
	4. 	
    Confidential Materials:
    You acknowledge that all written
    materials or documents containing Confidential Information
    prepared by you or coming into your possession because of your
    employment with the Company are and shall remain the property of
    the Company. You agree to return to the Company all such items
    in your possession, together with all copies of such items, no
    later than your last day worked, except those items to be
    declared by you to the Company as required to provide consulting
    services to the Company under this Agreement. You acknowledge
    that any information received by you during the execution of
    your responsibilities for the Company in accordance with the
    Agreement, which concerns the personal, financial or other
    affairs of the Company, will be treated as Confidential
    Information in accordance with Section 3 above, and will
    not be revealed to any other persons, firms or organizations.
    
	 
	5. 	
    Disparagement:
    Each party acknowledges that the
    business reputation of the other is a valuable asset of such
    other party. Each party agrees that it shall take no action
    which can be deemed to be inimical to the best interests of the
    other party, including but not limited to: publishing material
    that disparages the other party, participating in interviews
    disparaging the other party or taking action in any other manner
    or way disparaging the other party. In the event that a party
    takes an action that is deemed to be inimical to the best
    interests of the other party, the party committing the breach
    shall pay liquidated damages to the other party in an amount
    equal to the value of the total consulting fees paid/received
    under Section 6 or used as an offset under Section 16
    of this Agreement, and if the breaching party is you this
    Agreement will be terminated by the Company.
    
	 
	6. 	
    Compensation:
    Pending approval of the
    Compensation Committee, as consideration for this Agreement and
    for your active support for the Company and key leaders, the
    Company will, during the course of this Agreement, pay you at a
    rate of US $150,000 for each calendar quarter during which you
    provide services hereunder, beginning in February 2005;
    provided, however, that such amount should be prorated for any
    pay period that is less than three full months. Such payments
    shall be paid to you by Ford quarterly in advance. This is
    intended to be a personal services agreement, and you will not
    delegate or assign the agreement to any other person or entity
    without Ford’s written permission. You exclusively will
    carry out the work under this Agreement and may not designate an
    individual other than yourself as the provider of services
    hereunder. Ford shall not be responsible for any tax levied
    relating to you by any governmental authority arising out of
    this Agreement. Accordingly, you will be responsible for payment
    of all taxes, including national, state, provincial and local
    taxes, arising from activities in accordance with this contract.
    
	 
	7. 	
    Expenses: The
    Company will reimburse you for customary and reasonable
    business-related expenses and travel that we authorize you to
    take, consistent with Ford policies and procedures, during the
    term of this Agreement. This agreement does not entitle you to
    the use of Company
    









 


		
		
    aircraft. On a monthly basis, you will provide to
    the Group Vice President, Human Resources, such documentation as
    is reasonably necessary to support the reimbursement of such
    expenses.
    
	 
	8. 	
    Other support:
    You will be provided with an
    office and computer support when in Dearborn, Michigan, and will
    be provided travel support by the Executive Travel Office in
    making aircraft travel arrangements in connection with work
    performed under this Agreement. You will be provided certain
    computer and related equipment as described in the attachment,
    to perform work under this Agreement and maintained by the
    Company. (Attachment)
    
	 
	9. 	
    Indemnification:
    Your relationship to Ford under
    this Agreement shall be that of an independent contractor in the
    performance of the duties under this Agreement. However, you
    will be indemnified by Ford for all losses and other damages
    that you may sustain in performing services hereunder to the
    same extent as you would be if you were an officer of the
    Company under Ford’s Certificate of Incorporation.
    





		
	10. 	
    Recruitment:
    During the term of this Agreement,
    you will not recruit any employee from Ford Motor Company or
    otherwise counsel any employee in Ford or its subsidiaries to
    leave the Company. In addition, you will not provide counsel or
    comments to any outside organization or individual regarding
    skills, competencies, position responsibilities, performance,
    recruiting, development, or succession planning regarding any
    employee in the Company. Breach of this provision shall be
    subject to the remedies described in Section 3.
    
	 
	11. 	
    Customers and suppliers:
    During the term of this Agreement,
    you shall not, directly or indirectly, as an employee, agent,
    consultant, stockholder, director, co-partner or in any
    individual or representative capacity intentionally solicit or
    encourage any present or future customer or supplier of the
    Company to terminate or otherwise alter its relationship with
    the Company in an adverse manner. Breach of this provision shall
    be subject to the remedies described in Section 3.
    
	 
	12. 	
    Information and conflicts:
    All information and data you
    develop or acquire in performing the services hereunder shall
    belong to Ford, without further consideration, and shall be
    delivered to Ford upon completion of this Agreement or earlier
    if requested. Ford shall be free to use and disclose to others
    information and data you deliver to Ford. Works of authorship
    you create in performing the services hereunder shall be
    considered as a specially ordered or commissioned “work for
    hire” and all copyrights for such works of authorship shall
    belong to Ford. All such works of authorship shall bear a valid
    copyright notice designating Ford as the owner of such
    copyright. You shall use the information and data you acquire
    from Ford only in performing the services under this Agreement.
    You shall not disclose to any third party, during the period of
    this Agreement and thereafter, any such information and data
    that is not in the public domain. If you receive a request for
    any such information from competent governmental or legal
    authority, you shall promptly notify Ford for direction. In
    addition, you will undertake to notify Ford immediately if any
    of the services to be provided by yourself hereunder would in
    any way conflict with any obligations, fiduciary, contractual or
    otherwise, that you have to any other party.
    
	 
	13. 	
    Termination:
    This Agreement may be terminated
    by either you or Ford at any time upon 60 days written
    notice provided by the terminating party to the other. Except as
    otherwise provided in Section 16, no such termination by
    either party will affect the obligation of Ford to pay
    compensation for services rendered, or to reimburse travel and
    business expenses incurred prior to such termination, or any
    other provision of this agreement.
    
	 
	14. 	
    Applicable Law:
    This Agreement shall be governed
    by and construed in accordance with the laws of the State of
    Michigan, without reference to principles of conflict of laws.
    
	 
	15. 	
    Confidentiality of this Agreement:
    Both you and Ford shall use
    reasonable efforts to keep the existence and terms of this
    agreement confidential except to the extent required by law to
    be disclosed. If there is a legitimate request by governmental
    or similar authority for its disclosure,
    









 


		
		
    the party receiving the request will promptly
    notify the other of the nature of and details surrounding the
    request.
    
	 
	16. 	
    Offset Provision:
    In the event that the Company
    determines that you are obligated to reimburse the Company for
    any amounts due to the Company under various benefit programs,
    pay practices or otherwise, the Company may at its sole
    discretion and without notice withhold from all amounts due to
    you from the Company under this agreement or otherwise until the
    amount is fully paid, to the extent permitted by applicable law.
    
	 
	17. 	
    Other Agreements:
    This Agreement is the only
    agreement between the parties with respect to consulting
    services and shall replace any prior understandings, oral or
    written, regarding any consulting services. It shall not,
    however, have any effect on your retired status from Ford or the
    provisions and agreements in place with respect to your
    retirement from Ford.
    





If the above accurately reflects the agreement
between you and the Company, please sign and return this letter.
Upon our receipt, this letter will constitute an agreement
between you and the Company, and it will be governed and
construed in accordance with the laws of the State of Michigan,
excluding its choice of laws provisions. Specifically, it is
intended that the restrictive covenants in this Agreement be
construed under the laws of the State of Michigan and not any
foreign jurisdiction. Any disputes arising out of this Agreement
shall be resolved through binding arbitration under the rules of
the American Arbitration Association. The venue for any such
dispute shall be Wayne County, Michigan.




	 	 	 	 	 
	 	 	
    FORD MOTOR COMPANY
    	 	 
	 
	 	 	
    /s/ JOE W. LAYMON
    	 	 
	 	 	
	 	 
	 	 	
    By: Joe W. Laymon
    	 	 
	 
	
    
    Agreed:
    

    	 	
    /s/ NICHOLAS V. SCHEELE
    	 	 
	 	 	
	 	 
	 	 	
    Nicholas V. Scheele
    	 	 
	 
	
    Date: December 10, 2004
    	 	 









 




Attachment 1




Equipment and Other Support




Computer and Other IT Equipment



One state-of-the-art desktop replacement laptop
computer with appropriate software and one docking station with
monitor, printer, fax machine and wireless support, e-mail,
Internet connection, Blackberry PDA and RNA service for you.




Obligation to Return Equipment



At the end of the consulting Agreement, you agree
to return all computer and other IT equipment listed above or
referenced in this Agreement within 10 business days prior to
the end of this Agreement. If you are located more than 50 miles
(or a km equivalent) from a Ford location, you agree to arrange
delivery to the address provide below. It is also understood
that with the end of this Agreement all IT and related
telecommunications support from the Company will end immediately.




Shipping information:




Mr. Gene Kotlinski




Executive Technology Office





Ford Motor Company





World Headquarters, Room 931 A





One American Road,





Dearborn, MI 48126-2798