exv10wd



 




Exhibit 10-D



FORD MOTOR COMPANY



DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS




(As Amended and Restated as of January 1,
2005)



 


		
	I.	
    Name and Purpose
    



       
The name of this plan is the Ford Motor Company
Deferred Compensation Plan for Non-Employee Directors (the
“Plan”). The Plan supersedes and amends in its
entirety the plan of the same name that was adopted on
January 13, 1983. Its purpose is to provide non-employee
directors of Ford Motor Company (the “Company”) with
an opportunity to defer compensation earned as a director.



 


		
	II.	
    Effective Date
    



       
The Plan shall be effective as of
January 13, 1983.



 


		
	III.	
    Participants
    



       
Any director of the Company who is not an
employee of the Company or of a subsidiary of the Company shall
be eligible to participate in the Plan. Any such person (a
“director”) who elects to participate in the Plan or
whose compensation is or was subject to a mandatory deferral
pursuant to Section XXII of the Plan is hereinafter called
a “Participant”. The Plan shall establish for each
Participant an unfunded deferred compensation account
(“Account”).



 


		
	IV.	
    Election of Deferral
    




			
	 	(A)	
    On or before December 31 of any year, each
    director, or nominee for election as a director, shall be
    entitled to make an irrevocable election to defer receipt of all
    or a specified portion of the compensation (exclusive of expense
    reimbursement) otherwise payable to such director during the
    following year for service on the Board of Directors of the
    Company (the “Board”) and its Committees.
    
	 
	 	(B)	
    All compensation of a Participant deferred
    pursuant to this Section IV shall be deferred in cash
    and/or in Common Stock Units (“Stock Units”), as the
    director may elect. Each Stock Unit shall have the same value as
    a share of Common Stock of the Company (“Common
    Stock”) and shall be entitled to dividend equivalents as
    provided in Section V. Stock Units shall not have any
    voting rights, shall not represent actual shares of Common Stock
    and shall not give any Participant any rights as a stockholder
    in the Company.
    
	 
	 	(C)	
    With respect to the year 1983 only, a director
    may make an election to defer in cash prior to February 13,
    1983, in which case such election shall apply to the
    director’s compensation allocable to the period commencing
    March 1, 1983 and ending December 31, 1983. With
    respect to the year 1991 only, a director may make an election
    to defer in Stock Units prior to August 11, 1991, in which
    case such election shall apply to the director’s
    compensation allocable to the period commencing
    September 1, 1991 and ending December 31, 1991.
    
	 
	 	(D)	
    A newly elected director may elect to participate
    in the Plan, and to defer compensation in cash and/or in Stock
    Units, for the remainder of the calendar year in which such
    director joins the Board. Any such election shall be made within
    thirty (30) days following the date of such director’s
    election to the Board and shall be effective with respect to
    compensation allocable to the period commencing on the first day
    of the month next following the date on which such election by
    such director is made and ending on the next following
    December 31.
    









 




			
	 	(E)	
    A Participant may elect to defer compensation for
    each year while the Plan is in effect by giving written notice
    to the Company in accordance with Section XX setting forth
    the Participant’s irrevocable election as to:
    





			
	 	(a)	
    the percentage of each component of the
    Participant’s compensation for such year (annual retainer,
    committee chair fees and presiding director fees, and if
    applicable, dividend equivalents payable in cash under the
    Company’s Restricted Stock Plan for Non-Employee Directors)
    to be deferred in cash and the percentage to be deferred in
    Stock Units; and
    
	 
	 	(b)	
    the method of distribution desired for the
    portion of such year’s compensation deferred in cash and
    the method of distribution desired for the portion of such
    year’s compensation deferred in Stock Units, i.e., in each
    case, in a lump sum payment or in a number of annual
    installments (not to exceed ten).
    





		
	 	
    Such notice shall be delivered to the Company on
    or before December 31 of the year preceding the first year to
    which such election relates, except that (i) notice of an
    election to defer in cash with respect to the year 1983 may be
    delivered at any time prior to February 13, 1983,
    (ii) notice of an election to defer in Stock Units with
    respect to the year 1991 may be delivered at any time prior to
    August 11, 1991 and (iii) notice of an election to
    defer in cash and/or in Stock Units from any newly-elected
    director may be delivered at any time within thirty
    (30) days following the date of such director’s
    election to the Board. The elections set forth in such notice
    shall be given continuing effect for subsequent years until a
    new notice specifying different elections shall be delivered to
    the company. Any such new notice shall apply only to
    compensation for years subsequent to the year in which such new
    notice is delivered.
    





			
	 	(F)	
    Notwithstanding anything contained in the Plan to
    the contrary, no otherwise permissible election or other action
    is allowed that would trigger taxation of any amount under
    Section 409A of the Internal Revenue Code of 1986, as
    amended.
    




 


		
	V.	
    Deferred Compensation Accounts
    




			
	 	(A)	
    All compensation deferred by a Participant
    pursuant to Section IV shall be held in the general funds of the
    Company and shall be credited to the Participant’s Account
    in cash and/or in Stock Units, as elected by the Participant, in
    accordance with this Section V.
    
	 
	 	(B)	
    With respect to amounts deferred in cash, the
    Participant’s Account shall be credited with the amount so
    deferred, as of the date when the amount so deferred otherwise
    would have been payable if it had not been deferred.
    
	 
	 	(C)	
    With respect to amounts deferred in cash, the
    Participant’s Account shall be credited with “interest
    equivalents” as of each June 30 and December 31 on the
    average daily balance credited to such Account in cash during
    the period of six months ended on such date, at an annual
    rate equal to (i) the rate, on a bond yield equivalency
    basis, on six-month (26-week) Treasury Bills maturing during the
    week in which such date falls, plus (ii) 75 basis points.
    Interest equivalents shall continue to be so credited until such
    time as the entire balance of such Account shall have been
    distributed.
    
	 
	 	(D)	
    With respect to amounts deferred in Stock Units,
    the Participant’s Account shall be credited with the number
    of Stock Units (including fractional interests therein), as of
    the date when the amount so deferred otherwise would have been
    payable if it had not been deferred, determined by dividing such
    amount by the applicable Crediting Price, as determined pursuant
    to this Section V.
    
	 
	 	(E)	
    As of each date of payment of a dividend on the
    Common Stock there shall be credited, with respect to the Stock
    Units credited to the Participant’s Account pursuant to this
    









 


			
	 		
    Section V on the record date for such
    dividend, as “dividend equivalents”, such additional
    Stock Units (including fractional interests therein),
    





			
	 	(a)	
    in the case of cash dividends, as could be
    purchased at the Crediting Price as of such payment date with
    the dividends payable on the number of outstanding shares of
    Common Stock corresponding to the number of Stock Units credited
    to the Participant’s Account on such record date;
    
	 
	 	(b)	
    in the case of dividends payable in property
    other than cash or Common Stock, as could be purchased at the
    Crediting Price as of such payment date with an amount equal to
    the fair market value of such property, determined by the
    Committee as of the date of payment, payable on the number of
    outstanding shares of Common Stock corresponding to the number
    of Stock Units credited to the Participant’s Account on
    such record date; or
    
	 
	 	(c)	
    in the case of dividends payable in Common Stock,
    as would equal the number of shares of Common Stock payable on
    the number of outstanding shares of Common Stock corresponding
    to the number of Stock Units credited to the Participant’s
    Account on such record date.
    





			
	 	(F)	
    The “Crediting Price” with respect to
    any compensation deferred in Stock Units pursuant to
    Section IV shall mean the fair market value of the Common
    Stock on the date on which such compensation otherwise would
    have been payable if it had not been deferred. The Crediting
    Price with respect to any dividend equivalent shall mean the
    fair market value of the Common Stock on the date of payment of
    the related dividend on Common Stock. The Crediting Price with
    respect to any amount converted into Stock Units pursuant to
    Section VI shall be determined as provided in
    Section VI.
    
	 
	 	(G)	
    For all purposes of the Plan, “fair market
    value” of the Common Stock on any date shall mean the
    average of the highest and the lowest prices at which the Common
    Stock shall have been sold regular way on the New York Stock
    Exchange on such date or, if no such sales shall have been made
    on such date, on the next preceding date on which there were
    such sales of the Common Stock on such Exchange.
    




 


		
	VI.	
    Conversion of Deferred Cash into Stock Units
    




			
	 	(A)	
    Any Participant who shall have any amount
    credited in cash to his or her Account at September 30,
    1991 may elect to convert all or a portion of such amount into
    Stock Units on or after July 11, 1991 and on or before
    December 31, 1991 by giving written notice of such election
    to the Company prior to December 31, 1991 in accordance
    with Section XX. The portion of the Account specified in
    such notice shall be converted into Stock Units (including
    fractional interests therein) at the applicable Crediting Price,
    which shall be the daily average of the fair market value of the
    Common Stock on each business day during the first “window
    period” that begins subsequent to the date of such notice.
    The term “window period”, as used in the preceding
    sentence, shall mean the period beginning on the third business
    day following the date of release by the Company of quarterly or
    annual statements of sales and earnings and ending on the
    12th business day following such date. Such conversion
    shall be effective as of the last business day in such first
    window period (such business day being hereinafter called the
    “date of conversion”), except that compensation
    otherwise payable on September 30, 1991 shall be converted,
    at such Crediting Price, as of September 30, 1991. Interest
    equivalents accrued through the date of conversion shall be
    converted at such Crediting Price as of the date of conversion.
    
	 
	 	(B)	
    Interest equivalents on the amount converted
    pursuant to this Section VI shall cease to accrue on the
    date of conversion. The Stock Units credited to a
    Participant’s Account as
    









 


			
	 		
    a result of any such conversion shall be dealt
    with in the same manner as all other Stock Units credited to
    Participants’ Accounts under the Plan.
    




 


		
	VII.	
    Method of Distribution of Deferred Compensation
    




			
	 	(A)	
    No distribution of deferred compensation may be
    made except as provided in this Section VII.
    
	 
	 	(B)	
    The amount of cash, and the value of the Stock
    Units, respectively credited to a Participant’s Account for
    each year shall be payable in cash in a lump sum or in up to ten
    annual installments, as elected by the Participant with respect
    to each such deferment category (cash or Stock Units), in, or
    commencing in, the year following the year in which the
    Participant’s service as a director terminates. If annual
    installments are elected for any year with respect to any such
    category, the amount of the first payment shall be a fraction of
    the value of the portion of the Participant’s Account for
    such year represented by such category as of December 31 of the
    year preceding such first payment, the numerator of which is one
    and the denominator of which is the total number of annual
    installments elected. The amount of each subsequent payment with
    respect to such category shall be a fraction of the value of
    such portion as of December 31 of the year preceding such
    subsequent payment, the numerator of which is one and the
    denominator of which is the number of annual installments
    remaining, including the payment then being made. If the
    Participant shall have elected to defer compensation partly in
    cash and partly in Stock Units for any year, each such category
    shall be distributed separately in accordance with the
    Participant’s distribution election with respect to such
    category for such year and in accordance with the two
    immediately preceding sentences of this paragraph.
    
	 
	 	(C)	
    Each distribution of deferred compensation,
    either in a lump sum or in annual installments, shall be made on
    January 10 of the year of distribution or as soon thereafter as
    practicable.
    
	 
	 	(D)	
    For the purpose of determining the amount of each
    distribution to a Participant with respect to Stock Units, each
    Stock Unit included in the Participant’s Account for any
    year shall be deemed to have a value equal to the fair market
    value of the Common Stock at December 31 of the year prior to
    such distribution.
    
	 
	 	(E)	
    At the written request of a Participant, the
    Committee (as hereinafter defined), in its sole discretion, may
    authorize the cessation of deferrals in cash by such Participant
    under the Plan and distribution of all or a part of the cash
    portion of the Participant’s Account prior to his or her
    termination of service as a director, or accelerate payment of
    any installments payable with respect to amounts deferred in
    cash, upon a showing of unforeseeable emergency by the
    Participant. For purposes of this paragraph, “unforeseeable
    emergency” shall mean severe financial hardship resulting
    from extraordinary and unforeseeable circumstances arising as a
    result of one or more recent events beyond the control of the
    Participant. In any event, payment shall not be made to the
    extent such emergency is or may be relieved (i) through
    reimbursement or compensation by insurance or otherwise,
    (ii) by liquidation of the Participant’s assets, to
    the extent the liquidation of such assets would not itself cause
    severe financial hardship and (iii) by cessation of
    deferrals under the Plan. Withdrawals of amounts because of an
    unforeseeable emergency shall only be permitted to the extent
    reasonably necessary to satisfy the emergency. Examples of what
    are not considered to be unforeseeable emergencies include the
    need to send a Participant’s child to college or the desire
    to purchase a home. The amount distributed shall be credited
    with interest equivalents in accordance with the Plan up to the
    date of distribution. This paragraph shall not apply to amounts
    deferred in Stock Units.
    









 




			
	 	(F)	
    Notwithstanding anything contained in the Plan to
    the contrary, no
    otherwise                     permissible
    distribution or other action is allowed that would trigger
    taxation of any amount under Section 409A of the Internal
    Revenue Code of 1986, as amended.
    




 


		
	VIII.	
    Distribution Upon Death
    



       
If any Participant shall die while a director, or
thereafter, before receiving all funds credited to his or her
Account, the total value of the Participant’s Account shall
be distributed in cash in one lump sum on January 10 of the year
following the year of death to any beneficiary or beneficiaries
designated or deemed designated by the Participant pursuant to
Section XIV or, in the absence of such designation, to such
Participant’s estate. Any Stock Units credited to the
Participant’s Account shall be deemed to have a value, for
purposes of this Section VIII, equal to the fair market
value of the Common Stock on December 31 of the year of the
Participant’s death or on such other date as the Committee
(as hereinafter defined) in its sole discretion may determine.



 


		
	IX.	
    Participant’s Rights in Account
    



       
A Participant shall not have any interest in any
deferred compensation, interest equivalents or Stock Units
credited to his or her Account until it is distributed in
accordance with the Plan. All amounts deferred under the Plan
shall remain the sole property of the Company, subject to the
claims of its general creditors and available for its use for
whatever purposes are desired. With respect to amounts deferred,
a Participant shall be merely a general creditor of the Company;
and the obligation of the Company hereunder shall be purely
contractual and shall not be funded or secured in any way.



 


		
	X.	
    Statements of Account
    



       
Statements shall be sent to Participants during
February of each year as to the balances in their respective
Accounts as of the end of the previous calendar year.



 


		
	XI.	
    Administration
    



       
A committee (the “Committee”)
consisting of at least three persons who shall not be eligible
to participate under the Plan shall be appointed by the Board to
administer, interpret and make determinations under the Plan and
perform such other functions as are assigned to the Committee
under the Plan; provided, however, that if the Board shall not
take action to appoint the members of the Committee, the persons
who from time to time shall be the members of the Committee
under the Company’s Restricted Stock Plan for Non-Employee
Directors shall constitute the members of the Committee under
the Plan. The Committee is authorized, subject to the provisions
of the Plan, from time to time to establish such rules and
regulations as it may deem appropriate for the proper
administration or operation of the Plan.



 


		
	XII.	
    Indemnification and Exculpation
    




			
	 	(A)	
    Each person who is or shall have been a member of
    the Board or of the Committee shall be indemnified and held
    harmless by the Company against and from any and all loss, cost,
    liability or expense that may be imposed upon or reasonably
    incurred by such person in connection with or resulting from any
    claim, action, suit or proceeding to which such person may be or
    become a party or in which such person may be or become involved
    by reason of any action taken or failure to act under the Plan
    and against and from any and all amounts paid by such person in
    settlement thereof (with the Company’s written approval) or
    paid by such person in satisfaction of a judgment in any such
    action, suit or proceeding, except a judgment in favor of the
    Company based upon a finding of such person’s lack of good
    faith; subject, however, to the condition that, upon the
    institution of any claim, action, suit or proceeding against
    such person, such person shall
    









 


			
	 		
    in writing give the Company an opportunity, at
    its own expense, to handle and defend the same before such
    person undertakes to handle and defend it on such person’s
    behalf. The foregoing right of indemnification shall not be
    exclusive of any other right to which such person may be
    entitled as a matter of law or otherwise, or any power that the
    Company may have to indemnify or hold such person harmless.
    
	 
	 	(B)	
    Each member of the Board or of the Committee, and
    each officer and employee of the Company, shall be fully
    justified in relying or acting in good faith upon any
    information furnished in connection with the administration of
    the Plan by any appropriate person or persons other than such
    person. In no event shall any person who is or shall have been a
    member of the Board or of the Committee, or an officer or
    employee of the Company, be held liable for any determination
    made or other action taken or any omission to act in reliance
    upon any such information, or for any action (including the
    furnishing of information) taken or any failure to act, if in
    good faith.
    




 


		
	XIII.	
    Adjustment in Event of Changes in Capitalization
    



       
In the event of a recapitalization, stock split,
stock dividend, combination or exchange of shares, merger,
consolidation, rights offering, separation, reorganization or
liquidation, or any other change in the corporate structure or
shares of the Company, the Committee may make such equitable
adjustments, to prevent dilution or enlargement of rights, as it
may deem appropriate in the number of Stock Units credited or
authorized to be credited under the Plan.



 


		
	XIV.	
    Finality of Determinations
    



       
Each determination, interpretation or other
action made or taken pursuant to the provisions of the Plan by
the Committee shall be final and shall be binding and conclusive
for all purposes and upon all persons.



 


		
	XV.	
    Designation of Beneficiaries and Effect of Death
    



       
A Participant may file with the Company a written
designation of a beneficiary or beneficiaries under the Plan
(subject to such limitations as to the classes and number of
beneficiaries and contingent beneficiaries and such other
limitations as the Committee from time to time may prescribe) to
receive in cash, in the event of the death of such Participant,
the unpaid amount in the Participant’s Account in
accordance with Section VIII. A Participant shall be deemed
to have designated as beneficiary or beneficiaries under the
Plan the person or persons who receive such Participant’s
life insurance proceeds under the Company-paid Directors Life
Insurance Plan unless such Participant shall have assigned such
life insurance or shall have filed with the Company a written
designation of a different beneficiary or beneficiaries under
the Plan. A Participant may from time to time revoke or change
any such designation of beneficiary. Any designation of
beneficiary under the Plan shall be controlling over any
testamentary or other disposition; provided, however, that if
the Committee shall be in doubt as to the right of such
beneficiary to receive any such shares, the same may be
delivered to the legal representatives of the Participant, in
which case the Company, the Committee and the members thereof
shall not be under any further liability to anyone.



 


		
	XVI.	
    No Right to Reelection
    



       
Nothing in the Plan shall be deemed to create any
obligation on the part of the Board to nominate any Participant
for reelection by the Company’s stockholders, nor confer
upon any Participant the right to remain a member of the Board
for any period of time, or at any particular rate of
compensation.








 



 


		
	XVII.	
    Withholding of Taxes
    



       
The Company shall have the right, prior to the
distribution of any amount from a Participant’s Account, to
withhold from such amount an amount sufficient to satisfy any
withholding taxes that the Company may be required by law to pay
with respect to such distribution.



 


		
	XVIII.	
    No Assignment of Benefits
    



       
No rights or benefits under the Plan shall,
except as otherwise specifically provided by law, be subject to
assignment (except for the designation of beneficiaries pursuant
to Section XV), nor shall such rights or benefits be
subject to attachment or legal process for or against a
Participant or his or her beneficiary or beneficiaries, as the
case may be.



 


		
	XIX.	
    Amendment and Termination
    



       
The Plan may at any time be amended, modified or
terminated by the Board or the Executive Committee of the Board.
No amendment, modification or termination shall, without the
consent of a Participant, adversely affect such
Participant’s rights with respect to amounts accrued in his
or her Account.



 


		
	XX.	
    Notices
    



       
All notices to the Company hereunder shall be
delivered to the attention of the Secretary of the Company.



 


		
	XXI.	
    Governing Law
    



       
The Plan shall be governed by and construed in
accordance with the laws of the State of Michigan.



 


		
	XXII.	
    Mandatory Deferrals.
    



       
Notwithstanding anything contained in the Plan to
the contrary, the Board in its sole discretion may mandatorily
defer payment under the Plan of all or a portion of compensation
that is otherwise deferrable by Participants pursuant to
Section IV of the Plan. Any such compensation which is
mandatorily deferred pursuant to this Section XXII shall be
credited to the Participant’s Account in the form of Stock
Units and shall be entitled to dividend equivalents pursuant to
Section V of the Plan. The value of Stock Units
attributable to a mandatory deferral shall be payable in cash in
a lump sum or in up to ten annual installments. as elected by
the Participant pursuant to Section VII of the Plan, on, or
commencing on, January 10 of the year following the year in
which the Participant’s service as a director terminates or
as soon thereafter as practicable. In the event of a mandatory
deferral pursuant to this Section XXII, any election of a
Participant to voluntarily defer compensation pursuant to
Section IV of the Plan shall apply only to compensation
which is not subject to a mandatory deferral pursuant to this
Section XXII.