exv10wqw3



 




Exhibit 10-Q-3



STOCK OPTION AGREEMENT UNDER



1998 LONG-TERM INCENTIVE PLAN —




1998 APPROVED UNITED KINGDOM RULES




(UK Nonqualified Option)



     
This AGREEMENT made as of
this                     day
of                     ,
by and between Ford Motor Company, a Delaware corporation (the
“Company”),
and                     (the
“Optionee”), WITNESSETH:



     
WHEREAS, the Optionee is now employed by the
Company, or one of its subsidiaries, in a responsible capacity
and the Company desires to provide an incentive to the Optionee,
to encourage the Optionee to remain in the employ of the Company
or of one or more of its subsidiaries and to increase the
Optionee’s interest in the Company’s long-term
success; and as an inducement thereto the Company has adopted
the 1998 Long-Term Incentive Plan (the “Plan”) and the
1998 Long-Term Incentive Plan — 1998 Approved United
Kingdom Rules (the “United Kingdom Rules”), to be
administered by the Compensation Committee (the
“Committee”), and has determined to grant to the
Optionee the option herein provided for;



     
NOW, THEREFORE, IT IS AGREED BETWEEN THE PARTIES
as follows:



     
Subject to the terms and conditions set forth
herein, in the Plan, in the “Terms and Conditions of Stock
Option Agreement” attached hereto (the “Terms and
Conditions”) and in any rules and regulations established
by the Committee pursuant to the Plan or the United Kingdom
Rules (all of which are incorporated by reference into this
Agreement as though set forth in full herein), the Company
hereby grants to the Optionee the right and option to purchase
from the Company up to, but not exceeding in the aggregate,
shares of the Company’s Common Stock of the par value of
$0.01 per share (“Stock”), at a price of
$           per
share (the “Option”).



     
The Optionee agrees to remain in the employ of
the Company or of one or more of its subsidiaries for a period
ending on the later of (a) the date one year from the date
of this Agreement or (b) one year from the latest date to
which the Optionee is obligated to remain in such employ under
any option granted to the Optionee under the Plan or any Stock
Option Plan of the Company or under any amendment to any such
option; provided, however, that, if the second or third
paragraph of Article 2 of the Terms and Conditions shall
apply to the Optionee, such period shall be limited to six
months from the date of this Agreement; and provided, further,
that nothing contained herein or in the Terms and Conditions
shall restrict the right of the Company or any of its
subsidiaries to terminate the employment of the Optionee at any
time, with or without cause. The term “Company” as
used in this Agreement and in the Terms and Conditions with
reference to employment shall include subsidiaries of the
Company. The term “subsidiary” as used in this
paragraph shall mean (i) any corporation a majority of the
voting stock of which is owned directly or indirectly by the
Company or (ii) any limited liability company a majority of
the membership interest of which is owned directly or indirectly
by the Company.



     
The Option is intended to be a nonqualified
option.



     
The grant of the Option to the Optionee is
completely discretionary and does not create any rights to
receive future stock option grants. The Company may amend,
modify or terminate the Plan at any time, subject to limitations
set forth in the Plan and the United Kingdom Rules.



     
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above
written.




	 	 	 
	 
	
    AUTHENTICATED

    as of the above date

    

    

    By 

    
Optionee

    Optionee ID:
    	 	
    FORD MOTOR COMPANY

    

    

    By 

    --------------------------------------------

    Manager, Compensation Programs
    
	
	 	 









 




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



1998 Long-Term Incentive Plan




		
	 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 hole, vest according to the schedule above.
    Your account statement (available online through a Salomon Smith
    Barney phone representative and mailed to you annually) will
    reflect the specific number of ISOs and NQOs vesting on the
    specific dates.
    





		
	 2. 	
    Except as provided in the three paragraphs next
    following, 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 seventh 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 the provisions of the first
    paragraph of this Article, if the Optionee’s employment
    with the Company shall be terminated under mutually satisfactory
    conditions, 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 three months after the date of such termination (but
    not later than the date ten years from the date of the
    Agreement), subject, in the event of the Optionee’s death
    during such three month period, to the provisions of the seventh
    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, release under mutually satisfactory conditions,
    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, fourth or fifth 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 fifth 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 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 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 t 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
    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.
    
	 
	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 an 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 Salomon Smith Barney Inc., Ford Service Center, Two Palo Alto
    Square, Palo Alto, CA 94306. Phone No. 800-367-4777 (U.S.);
    212-615-7835 (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.