exv10wqw8



 




Exhibit 10-Q-8



[FORD LOGO]



World Headquarters, Room 538





One American Road





Dearborn, MI 48126-2798





DATE




Mr./Ms.                     :



     
Pursuant to the 1998 Long-Term Incentive Plan
(the “1998 Plan”), the Compensation Committee approved
a grant
of                     restricted
shares
effective                     .
Accordingly, restricted shares of Ford Common Stock* have been
credited to a book entry account in your name at EquiServe
Trust Company, N. A.



     
The Committee has determined that a
one/two/three-year restriction period should be set for these
shares. These shares are restricted from sale, transfer, or
other disposition
until                     .
At that time, the restrictions will be lifted and, as soon as
practicable thereafter, [an appropriate number of shares will be
withheld to cover any tax liability on the value of the grant at
that time].



     
[Alternatively, in the U. S. you have the option
now to make a “Section 83(b) Election”. This
election allows you to include
the                     value
of the grant in your current earnings and pay taxes now on the
value as compensation. However, future appreciation on the grant
would be taxed as capital gains. If you choose to make this
election, a written confirmation of the election and your tax
payment to the Company must be provided to the Company
by                     .
You should consult with your tax advisor if you would like to
make this election. To obtain a form for this election and
arrange for the tax payments, please contact
                         
at
                         ]



     
The grant of restricted shares is subject to the
terms and conditions of the 1998 Plan.



     
During the restriction period, you are the
stockholder of record of the shares and are entitled to vote the
shares.



     
[Unless you have made a “Section 83(b)
Election”, the Company will report quarterly dividends paid
during the restriction period as W-2 earnings.] Quarterly
dividend payments will be paid, in cash, by EquiServe. [In the
event you would like to change the election on your account,
please contact EquiServe.]



     
If you have any questions regarding your
restricted shares, please call
                    
at
                    .




		
	 	
    Regards,
    
	 
	 	
                        ,
    Executive Director
    
	 	
    Compensation & Benefits
    





Attachment




		
	* 	
    The Fair Market Value of Ford Common Stock
    on                     was
    $                    /share.
    









 




RESTRICTED STOCK AWARD



What is Restricted Stock?


     
Shares of Restricted Stock are actual shares of
Ford Common Stock that are subject to restrictions on the sale
and transfer of the stock for a certain period of time. In the
case of your grant, the restriction period is XXX years
from the date of grant. The stock will be registered in your
name and held in a book entry account at EquiServe, the
Company’s transfer agent. You will have all rights and
privileges of a stockholder during the restriction period,
including the right to vote the Restricted Stock and the right
to receive dividends. The Restricted Stock cannot be sold,
transferred, assigned, pledged, or otherwise encumbered during
the restriction period.




Will I receive dividends on my Restricted
Stock?


     
Under the terms of this program, your dividends
will be paid in cash and sent to you by EquiServe, unless you
contact EquiServe and request dividend reinvestment.




What about Taxes?


     
IThe shares of Restricted Stock will not be
recognized as taxable income at the time the grant is made. At
the time that the stock becomes unrestricted, you will recognize
ordinary income in an amount equal to the fair market value of
the stock at that time. The fair market value of Ford Common
Stock is the average of the highest and lowest prices at which
the Company’s stock is traded on the New York Stock
Exchange on the date the restrictions lapse.J



     
IQuarterly dividends paid during the XXX-year
restriction period will be reported as W-2 earnings.J



     
IAlternatively, for U.S. employees, you have the
option to make a “Section 83(b) Election”. This
election requires you to include the XXX value of this grant in
your current earnings and pay taxes now on the value as
compensation. However, future appreciation on the grant would be
taxed as capital gains. Consult your tax advisor if you have
questions or would like to make this election. If you choose to
make this election, a written confirmation of the election, and
your tax payment to the Company must be provided to the Company
                    
at
                    
by XXXX.J




Are there any other conditions related to the
Restricted Stock?


     
There are several other conditions related to the
Restricted Stock:




			
	 	1) 	
    You must remain an active employee for a period
    of six months following the date of the grant. If you should
    terminate your employment before the six month period expires,
    your grant will automatically be forfeited.
    
	 
	 	2) 	
    If your employment should terminate for any
    reason other than death, 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 nonfulfillment of this condition, your right to receive your
    Restricted Stock Award will be forfeited and cancelled.
    
	 
	 	3) 	
    Your right to receive your Restricted Stock Award
    will terminate if it is determined that you have acted in a
    manner inimical to the best interests of the Company.
    




     
Your Restricted Stock Award is made under the
1998 Long-Term Incentive Plan and is subject to its terms and
conditions.




Compensation & Benefits




XXXXXXX, 2005