exv10wqw2



 




Exhibit 10-Q-2



STOCK OPTION AGREEMENT UNDER



1998 LONG-TERM INCENTIVE PLAN




(Incentive 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”), 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 Condition of Stock
Option Agreement” attached hereto (the “Terms and
Conditions”) and in any rules and regulations established
by the Committee pursuant to the Plan (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
$.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 or
the membership interest of which is owned directly or indirectly
by the Company.



     
The Option is intended to be an incentive stock
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.



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




	 	 	 
	
    
    AUTHENTICATED
    

    	 	
    FORD MOTOR COMPANY
    
	
    
    as of the above date
    

    	 	 
	
    
    By 

    

    	 	
    By 

    
	
    
    Optionee
    

    	 	
    Manager, Compensation Programs
    
	
    
    Optionee ID: 

    	 	 
	
	 	 









 




Terms and Conditions of Stock Option
Agreement



(Incentive 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; and
    
	 
	 	
    (d) To the extent not exercised,
    installments shall be cumulative and may be exercised in whole
    or in part;
    





		
	 	
    all subject to the Agreement and these terms and
    conditions and any rules and regulations established by the
    Committee pursuant to the Plan.
    
	 
	 	
    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 whole, 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.	
    The Stock Appreciation Right, if any, granted by
    the Company to the Optionee under the Agreement shall entitle
    the Optionee to receive, without payment to the Company and as
    the Optionee may elect, either (a) that number of shares of
    Stock determined by dividing (i) the total number of shares
    of Stock subject to the Option (or the portion or portions
    thereof which the Optionee from time to time elects to use for
    purposes of this clause (a)), multiplied by the amount by which
    the fair market value of a share of Stock on the day this right
    is exercised exceeds the option price set forth in the Agreement
    (such amount being hereinafter referred to as the
    “Spread”), by (ii) the fair market value of a
    share of Stock on the exercise date; or (b) cash in an
    amount determined by multiplying (i) the total number of
    shares of Stock subject to the Option (or the portion or
    portions thereof which the Optionee from time to time elects to
    use for purposes of this clause (b)), by (ii) the amount of
    the Spread; or (c) a combination of shares of Stock and
    cash, in amounts determined as set forth in clauses (a) and
    (b) above; all subject to the terms and conditions set
    forth herein and any rules and regulations established by the
    Committee pursuant to the Plan.
    





		
	 	
    The right of the Optionee to exercise any Stock
    Appreciation Right shall be cancelled if and to the extent that
    the Option is exercised. The right of the Optionee to exercise
    the Option shall be cancelled if and to the extent that shares
    covered by the Option are used to calculate shares or cash
    received upon exercise of any Stock Appreciation Right.
    
	 
	 	
    “Fair market value” shall mean the
    average of the highest price and the lowest price at which Stock
    shall have been sold regular way on the New York Stock Exchange
    on the date as of which such computation is to be made or, if no
    such sales shall have been made on such day, on the next
    preceding day on which there were such sales of Stock on such
    Exchange.
    









 




		
	 	
    If any fractional share of Stock would otherwise
    be deliverable to the Optionee upon exercise of any Stock
    Appreciation Right, the Optionee shall be paid a cash amount
    equal to the same fraction of the fair market value of the Stock
    on the date of exercise.
    
	 
	 	
    Any Stock Appreciation Right shall become and
    remain exercisable by the Optionee only to the extent that the
    Option becomes and remains exercisable.
    





		
	3.	
    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 and any Stock
    Appreciation Right 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 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 or any
    Stock Appreciation Right 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 4
    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 or any Stock Appreciation Right 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 and
    any Stock Appreciation Right 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 any
    Stock Appreciation Right, 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 or any Stock Appreciation
    Right (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 or any
    Stock Appreciation Right 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 and any Stock
    Appreciation Right 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 4 hereof and any other limitation on the exercise
    of the Option or any Stock Appreciation Right 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 or any
    Stock Appreciation Right 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 4 hereof and any other
    limitation contained herein or in the Agreement on the exercise
    of the Option or any Stock Appreciation Right 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 or any Stock
    Appreciation Right 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 7 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 or any Stock
    Appreciation Right 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 or any Stock
    Appreciation Right if the Optionee had not died, to exercise the
    Option or any Stock Appreciation Right (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 less than one year (unless
    the Option by its terms expires earlier)), subject to the
    provision that neither the Option nor any Stock Appreciation
    Right shall 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 or any Stock Appreciation Right in
    effect at the date of exercise.
    
	 
	 	
    Notwithstanding anything to the contrary set
    forth in the Agreement or in these terms and conditions, neither
    the Option nor any Stock Appreciation Right shall be exercised
    on or after the date ten years from the date of the Agreement.
    





		
	4.	
    Anything contained herein or in the Agreement to
    the contrary notwithstanding, the right of the Optionee to
    exercise the Option or any Stock Appreciation Right 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 or any Stock Appreciation Right 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 or any Stock Appreciation Right 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.
    





		
	5.	
    Payment for any shares of Stock purchased upon
    exercise of the Option shall be made in full at the time of
    exercise. Such payment may be made in cash, by wire, by delivery
    of shares of Stock beneficially owned by the Optionee or by a
    combination of cash and Stock, at the election
    









 


		
		
    of the Optionee; provided, however, that any
    shares of Stock so delivered shall have been beneficially owned
    by the Optionee for a period of not less than six months prior
    to the date of such exercise. Any shares of Stock so delivered
    shall be valued at their fair market value on the date of such
    exercise.
    





		
	 	
    The Optionee, from time to time during the period
    when the Option and any Stock Appreciation Right may by its
    terms be exercised, (a) may exercise the Option in whole or
    in part by delivering to the Company or its designee: (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 or wire transfer in an
    amount, or (in accordance with the two preceding paragraphs)
    shares of Stock having a value, equal to the purchase price of
    the shares then to be purchased, or a combination of shares of
    Stock and cash, or (b) may exercise any Stock Appreciation Right
    in whole or in part by delivering to the Company a written
    notice signed by the Optionee stating (i) the number of shares
    covered by the Option he or she has elected to use to compute
    the number of shares, and/or (ii) the number of shares
    covered by the Option he or she has elected to use to compute
    the amount of cash, to be received from the Company pursuant to
    exercise of any Stock Appreciation Right. 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
    and, by way of the adoption of rules and regulations or
    otherwise, impose conditions as to the time and manner of
    exercise of any Stock Appreciation Right by any person or class
    or persons.
    
	 
	 	
    As soon as practicable after receipt by the
    Company or its designee of such notice, check or wire transfer
    and/or shares of Stock (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 federal, state or local law.
    





		
	6.	
    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.
    
	 
	7.	
    Unless the Committee determines otherwise neither
    the Option nor any Stock Appreciation Right is transferable by
    the Optionee otherwise than by will or the laws of descent and
    distribution, and, during the Optionee’s lifetime, is
    exercisable only by the Optionee or the Optionee’s guardian
    or legal representative. Once transferred by will or by the laws
    of descent and distribution, neither the Option nor any Stock
    Appreciation Right shall be further transferable. Any transferee
    of the Option and any Stock Appreciation Right shall take the
    same subject to the terms and conditions set forth herein. No
    such transfer of the Option shall be effective to bind the
    Company unless the Company shall have been furnished with
    written notice thereof and a copy of the will and/or such other
    evidence as the Committee may deem necessary to establish the
    validity of the transfer and the acceptance by the transferee or
    transferees of the terms and conditions set forth herein. No
    assignment or transfer of the Option and any Stock Appreciation
    Right, or of the rights represented thereby, other than as
    provided in this Article, shall vest in the purported assignee
    or transferee any interest or right therein whatsoever.
    





		
	 	
    Notwithstanding anything to the contrary set
    forth herein, the Optionee may file with the Company or its
    designee a written designation of beneficiary or beneficiaries
    (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
    exercise, in the event of the Optionee’s death, the Option
    or any Stock Appreciation Right subject to the terms and
    conditions set forth herein and to receipt by the Company of
    such evidence as the Committee may deem necessary to establish
    the acceptance by the beneficiary or beneficiaries of the terms
    and conditions set forth herein. The Optionee shall be deemed to
    have designated as beneficiary or beneficiaries the person or
    persons who receive the Optionee’s life insurance proceeds
    under the basic Company Life Insurance Plan unless the Optionee
    shall have assigned such life insurance or shall have filed with
    the Company a written designation of a different beneficiary or
    beneficiaries. The Optionee may from time to time revoke or
    change any such designation of beneficiary and any designation
    of beneficiary by the Optionee shall be controlling over any
    other disposition, testamentary or otherwise; provided, however,
    that if the Committee shall be in doubt as to the entitlement of
    any such beneficiary to exercise the Option or any Stock
    Appreciation Right, the Committee may determine to recognize
    only an exercise by the legal representative of the Optionee, in
    which case the Company, the Committee and the members thereof
    shall not be under any further liability to anyone.
    





		
	8.	
    The Optionee, a beneficiary designated pursuant
    to Article 7 hereof or a transferee of the Option or any
    Stock Appreciation Right shall have no rights as a stockholder
    with respect to any share covered by the Option or any Stock
    Appreciation Right until such person shall have become the
    holder of record of such share, and, except as provided in
    Article 10 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.
    
	 
	9.	
    The existence of the Option or any Stock
    Appreciation Right 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.
    





		
	10.	
    The shares covered by the Option and any Stock
    Appreciation Right 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 or any Stock Appreciation Right, 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 or any Stock Appreciation Right shall
    be appropriately adjusted. 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.
    
	 
	11.	
    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 or
    any Stock Appreciation Right.
    









 




		
	12.	
    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 or any Stock
    Appreciation Right to receive (subject to any required action by
    stockholders), in lieu of the number of shares as to which the
    Option or any Stock Appreciation Right 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 or
    any Stock Appreciation Right 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 or in the event of any exercise of any Stock Appreciation
    Right for cash following any such merger or consolidation.
    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 and any
    Stock Appreciation Right 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 or any Stock Appreciation Right 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 and any Stock
    Appreciation Right 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
    and any Stock Appreciation Right. 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 d 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.
    
	 
	13.	
    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.









 




		
	14.	
    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.
    
	 
	15.	
    Notwithstanding any of the other provisions of
    the Agreement or these terms and conditions, the Optionee agrees
    not to exercise the Option or any Stock Appreciation Right, and
    that the Company will not be obligated to issue any shares
    pursuant to the Agreement, if the exercise of the Option or any
    Stock Appreciation Right 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 any Stock Appreciation Right or the issuance of shares
    pursuant thereto to comply with any law or any regulation of any
    governmental authority.
    
	 
	16.	
    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, 1001 Page
    Mill Road, Bldg. 4, Suite 101 Palo Alto, CA 94304, USA
    Phone No: 877-664-FORD (3673) (U.S.); 212-615-7009 (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.
    
	 
	17.	
    Whenever the term “Optionee” is used in
    any provision of the Agreement or these terms and conditions
    under circumstances such that the provision should logically
    apply to any other person or persons designated as a beneficiary
    pursuant to the provisions of Article 7 hereof, or to whom
    the Option and any Stock Appreciation Right, in accordance with
    the provisions of Article 7 hereof, may be transferred, the
    term “Optionee” shall be deemed to include such person
    or persons.
    
	 
	18.	
    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.