exv10wqw6



 




Exhibit 10-Q-6



[FORD LOGO]



World Headquarters, Room 538 

 One American Road 

 Dearborn, MI 48126-2798 

 





DATE





Mr./
Ms.                    :



     
As communicated to you earlier, you have been
awarded Restricted Stock Equivalents (RSEs)
effective                     ,
[valued at
$                    ].
These RSEs carry a one/two/three-year restriction period and
will be converted at that time to real shares of Ford Common
Stock. The resulting shares [,less any shares withheld to cover
taxes,] will then be placed in a book-entry account in your name
at EquiServe, our registrar and transfer agent.



     
The value of the RSEs granted was based on the
Fair Market Value of Ford Common Stock on the date of the grant
($                    /share).



     
[Quarterly dividend equivalents will be paid in
cash by Payroll during the one/two/three-year restriction period
for the RSE grant and will be reported by the Company as taxable
income for you. (For U.S. employees, this will be reflected on
your Form W-2).] After the RSEs are converted to shares of
Ford Common Stock, dividends will be paid by EquiServe.



     
Your RSE award is made under the 1998 Long-Term
Incentive Plan and is subject to its terms and conditions. The
enclosure provides additional information regarding RSEs.



     
If you have any questions regarding your RSE
award, please contact
                              
at
                                                  .




		
	 	
    Regards,
    
	 
	 	
                                  ,
    Executive Director
    
	 	
    Compensation & Benefits
    





Enclosure








 




Enclosure



RESTRICTED STOCK EQUIVALENT



What is a Restricted Stock Equivalent
(RSE)?


     
RSEs are phantom shares of Ford Common Stock that
convert to bonafide shares of Ford Common Stock after a
specified, time-based restriction period. Because they are not
“real” shares until the restriction period ends, you
will not be eligible to vote the shares, nor are the shares
registered in your name during the restriction period. The
restriction period for this RSE award
is                     years
from the date of
grant,                     .




Will I receive dividends on my RSEs during the
restriction period?


     
Since you do not actually own shares of stock,
you will not receive dividends. [However, you will receive cash
dividend equivalents that mirror any cash dividend payment on
Ford Common Stock. These payments will be made quarterly by
Payroll as soon as practicable after the dividend payment date.]




What happens when the restriction period
lifts?


     
At the end of the restriction period, RSEs will
be converted to real shares of Ford stock based on the FMV of
Ford Common Stock on that date.* [Taxes are paid through share
withholding, and] a book entry account of the net shares is set
up at EquiServe in your name. The shares carry voting rights and
you will receive any dividends paid.




What about taxes?


     
RSEs are not recognized as taxable income at the
time the grant is made. As soon as practicable after the
restriction period ends, shares of Ford common stock will be
issued to you for this grant[, less shares withheld to cover any
tax liability on the value of the grant]. [Your quarterly
dividend equivalent payments are taxed as regular income during
the restriction period and payroll will handle the withholding
before the payment is made to you.]




Are there any other conditions related to the
RSE awards?


     
There are several other conditions that you
should be aware of:



     
1) If you terminate your employment for any
reason other than death, disability or approved retirement
before the restriction period expires, your grant will
automatically be forfeited.



     
2) 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
non-fulfillment of this condition, your rights in the RSE grant,
including the right to have the grant converted to real shares
of Ford stock at the end of the restriction period, will be
forfeited and cancelled.



     
3) Your rights in the RSEs, including the right
to have the grant converted to real shares of Ford Stock at the
end of the restriction period, will be forfeited and cancelled
if it is determined that you have acted in a manner inimical to
the best interests of the Company.



     
4) Your RSEs are subject to the terms and
conditions of the 1998 Long-Term Incentive Plan.



     
* The FMV is the average of the high and low
price of Ford Common Stock trading on the New York Stock
Exchange on the applicable date.