exv10wb



 




Exhibit 10-B



FORD MOTOR COMPANY



Executive Separation Allowance Plan



(As amended through January 1, 2005





for Separations on or after January 1, 1981)




     
Section 1. Introductory.
This Plan has been established for the purpose of providing
Leadership Level One or Two Employees with an Executive
Separation Allowance in the event of their separation from
employment with the Company under certain circumstances. The
Plan is an expression of the Company’s present policy with
respect to separation allowances for Leadership Level One
or Two Employees who meet the eligibility requirements set forth
below; it is not a part of any contract of employment and no
employee or other person shall have any legal or other right to
any Executive Separation Allowance. The Company reserves the
right to terminate, amend or modify the Plan, in whole or in
part, at any time without notice.



     
Section 2. Eligibility.
Each Leadership Level One or Two Employee who is being
separated from employment with the approval of the Company and
who




			
	 	(1) 	
    has at least five years’ service at the
    Leadership Level One or Two level, or its equivalent;
    
	 
	 	(2) 	
    has at least ten years of contributory membership
    under the General Retirement Plan;
    
	 
	 	(3) 	
    is at least 55 years of age; and
    
	 
	 	(4) 	
    has applied for early retirement at the
    employee’s option
    





shall be eligible to receive an Executive
Separation Allowance as provided herein. The Eligible Surviving
Spouse of a Leadership Level One or Two Employee who
(i) has not separated from employment with the Company,
(ii) meets the eligibility conditions set forth in
subsections (1) through (3) of this Section 2,
and (iii) dies on or after January 1, 1981 shall be
eligible to receive the Executive Separation Allowance that the
Eligible Surviving Spouse of a deceased employee would have been
eligible to receive if such employee had separated from
employment with the approval of the Company and retired on the
date of the employee’s death.



     
The eligibility conditions set forth in
subsections (1) and (2) of Section 2 may be
waived by the Chairman of the Board or the President except in
the case of a Leadership Level One or Two Employee who has
not separated from employment with the Company.



     
Section 3. Calculation of
Amount.



     
A. Base Monthly Salary. For
purposes of the Plan, the “Base Monthly Salary” of a
Leadership Level One or Two Employee shall be the highest
monthly base salary rate of such employee during the
employee’s 12 months of service immediately preceding
separation from employment with the Company, prior to giving
effect to any salary reduction agreement pursuant to an employee
benefit plan, as defined in Section 3(3) of the Employee
Retirement Security Act of 1974, as amended, (i) to which
Section 125 or Section 402(e)(3) of the Internal
Revenue Code of 1986, as amended, applies or (ii) which
provides for the elective deferral of compensation. It shall not
include supplemental compensation or any other kind of extra or
additional compensation.



     
B. Amount of Executive Separation
Allowance. Subject to any limitation in other provisions
of the Plan, the gross monthly amount of the Executive
Separation Allowance of an Eligible Leadership Level One or
Two Employee under Section 2 above shall be such
employee’s Base Monthly Salary multiplied by a percentage,
not to exceed 60%, equal to the sum of (i) 15%,
(ii) five tenths of one percent (.5%) for each month (or
fraction thereof) that such employee’s age at separation
exceeds 55, not to exceed thirty percent (30%), and
(iii) one percent (1%) for each year of such
employee’s service in excess of 15, prorated for fractions
of a year.








 



     
The gross amount for any month shall be reduced
by any payments paid or payable for such month to the Eligible
Leadership Level One or Two Employee, the employee’s
surviving spouse, contingent annuitant, or other beneficiary
under the General Retirement Plan or any other private
retirement plan, other than the Supplemental Executive
Retirement Plan, to which the Company or its subsidiaries shall
have contributed.



     
Section 4. Payments.
Executive Separation Allowance payments, in the net amount
determined in accordance with Section 3B above, shall be
made monthly. Payments to an Eligible Leadership Level One
or Two Employee shall cease at the end of the month in which
such employee attains age 65 or dies, whichever occurs first. In
the event of death of an Eligible Leadership Level One or
Two Employee prior to such employee attaining age 65, or in
the event of death on or after January 1, 1981 of a
Leadership Level One or Two Employee whose Eligible
Surviving Spouse meets the eligibility conditions set forth in
Section 2 for payments hereunder, payments shall be made to
such employee’s Eligible Surviving Spouse, if any, until
the death of such spouse or, if earlier, until the end of the
month in which the Leadership Level One or Two Employee
would have attained age 65.



     
Anything herein contained to the contrary
notwithstanding, the right of any Eligible Leadership
Level One or Two Employee to receive an installment of
Executive Separation Allowance hereunder for any month shall
accrue only if, during the entire period from the date of such
employee’s separation to the end of such month, such
employee shall have earned out such installment by refraining
from engaging in any activity that is directly or indirectly in
competition with any activity of the Company or any Subsidiary
or Affiliate thereof.



     
In the event of an Eligible Leadership
Level One or Two Employee’s nonfulfillment of the
condition set forth in the immediately preceding paragraph, no
further installment shall be paid to such employee; provided,
however, that the nonfulfillment of such condition may at any
time (whether before, at the time of or subsequent to
termination of the employee’s employment) be waived in the
following manner:



     
(1) with respect to any such employee who at
any time shall have been a member of the Board of Directors, a
Vice President, the Treasurer, the Controller or the Secretary
of the Company, such waiver may be granted by the Compensation
and Option Committee upon its determination that in its sole
judgment there shall have not been and will not be any
substantial adverse effect upon the Company or any Subsidiary or
Affiliate thereof by reason of the nonfulfillment of such
condition; and



     
(2) with respect to any other such employee,
such waiver may be granted by the Annual Incentive Compensation
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 herein contained to the contrary
notwithstanding, Executive Separation Allowance payments shall
not be paid to or with respect to any person as to whom it has
been determined that such person at any time (whether before or
subsequent to termination of the employee’s employment)
acted in a manner inimical to the best interests of the Company.
Any such determination shall be made by (i) the
Compensation and Option Committee with respect to any Leadership
Level One Employee who at any time shall have been a member
of the Board of Directors, an Executive Vice President, a Vice
President, the Treasurer, the Controller or the Secretary of the
Company, and (ii) the Annual Incentive Compensation
Committee with respect to any other Leadership Level One or
Two Employee, and shall apply to any amounts payable after the
date of the applicable Committee’s action hereunder,
regardless of whether the person has commenced receiving
Executive Separation Allowance. Conduct which constitutes
engaging in an activity that is directly or indirectly in
competition with any activity of the Company or any Subsidiary
or Affiliate thereof shall be governed by the four immediately
preceding paragraphs of this Section 4 and shall not be
subject to any determination under this paragraph.








 



     
Any Executive Separation Allowance payments
resumed after reemployment with the Company under
Section 6A or employment with a Subsidiary of the Company
under Section 6B shall be paid on the basis of the
percentage of Base Monthly Salary applicable at the time of the
initial determination under Section 3B.



     
Section 5. Deductions.
The Company may deduct from any payment of Executive
Separation Allowance to an Eligible Leadership Level 1 or 2
Employee or such employee’s Eligible Surviving Spouse all
amounts owing to it by such employee for any reason, and all
taxes required by law or government regulation to be deducted or
withheld.



     
Section 6A. Person Reemployed by
the Company. In the event an employee who shall have
been separated from employment with the Company under
circumstances that would make the employee eligible to receive
an Executive Separation Allowance shall be reemployed by the
Company before the employee shall have received payment of the
full amount of the employee’s Executive Separation
Allowance, no further allowance shall be paid during such period
of reemployment.



     
Section 6B. Person Employed by a
Subsidiary. In the event an employee who shall have been
separated from employment with the Company under circumstances
that would make the employee eligible to receive an Executive
Separation Allowance shall be employed by a Subsidiary of the
Company before the employee shall have received payment of the
full amount of the employee’s Executive Separation
Allowance, no further allowance shall be paid during such period
of employment.



     
Section 7. Definitions.
As used in the Plan, the following terms shall have the
following meanings, respectively:




		
	 	
    “Affiliate”
    shall mean, as applied with respect to
    any person or legal entity specified, a person or legal entity
    that directly or indirectly, through one or more intermediaries,
    controls or is controlled by, or is under common control with,
    the person or legal entity specified.
    
	 
	 	
    “Company”
    shall mean Ford Motor Company and such
    of the subsidiaries of Ford Motor Company as, with the consent
    of Ford Motor Company, shall have adopted this Plan.
    
	 
	 	
    “Eligible Leadership Level One or
    Two Employee” shall mean a
    Leadership Level One or Two Employee who meets the
    eligibility criteria set forth in Section 2, or for periods
    prior to January 1, 2000, shall mean an Executive Roll
    Employee who meets the eligibility criteria set forth in
    Section 2.
    
	 
	 	
    “Eligible Surviving Spouse”
    shall mean a spouse to whom a
    Leadership Level One or Two Employee has been married at
    least one year at the date of the employee’s death.
    
	 
	 	
    “Leadership Level One or Two
    Employee” shall mean an employee
    of the Company (but for periods prior to July 1, 1996,
    excluding a Company employee who is an employee of Jaguar Cars,
    a division of the Company) who is assigned to the Leadership
    Level One or Two, or its equivalent, as such term is
    defined in the Employee Relations Administration Manual as from
    time to time constituted.
    
	 
	 	
    “Service”
    shall mean an eligible employee’s
    years of service (including fractions of years) used in
    determining eligibility for an early retirement benefit under
    the Ford Motor Company General Retirement Plan.
    




     
“Subsidiary”
shall mean, as applied with respect to
any person or legal entity specified, (i) a person or legal
entity a majority of the voting stock of which is owned or
controlled, directly or indirectly, by the person or legal
entity specified or (ii) any other type of business
organization in which the person or legal entity specified owns
or controls, directly or indirectly, a majority interest.



     
Section 8. Administration and
Interpretation. Except as the committees specified in
Section 4 and the Chairman of the Board and the President
are authorized to administer the Plan in certain








 




respects, the Vice-President — Human
Resources shall have full power and authority on behalf of the
Company to administer and interpret the Plan. In the event of a
change in a designated officer’s title, the officer or
officers with functional responsibility for executive separation
allowance plans shall have the power and authority to administer
and interpret the Plan. All decisions with respect to the
administration and interpretation of the Plan shall be final and
shall be binding upon all persons.




     
Section 9. Visteon
Corporation. The following shall be applicable to
employees of Ford who were transferred to Visteon Corporation on
April 1, 2000 (“U.S. Visteon Employees”) and who
ceased active participation in the Plan as of June 30, 2000
after Visteon Corporation was spun-off from Ford, June 28,
2000.



     
(a) Group I and Group II Employees.



     
For purposes of this paragraph, a
“Group I Employee” shall mean a U.S. Visteon
Employee who as of July 1, 2000 was eligible for immediate
normal or regular early retirement under the provisions of the
GRP as in effect on July 1, 2000. A “Group II
Employee” shall mean a U.S. Visteon Employee who
(i) was not a Group I Employee; (ii) had as of
July 1, 2000 a combination of age and continuous service
that equals or exceeds sixty (60) points (partial months
disregarded); and (iii) could become eligible for normal or
regular early retirement under the provisions of the GRP as in
effect on July 1, 2000 within the period after July 1,
2000 equal to the employee’s Ford service as of
July 1, 2000. A Group I or Group II Employee
shall retain eligibility to receive an Executive Separation
Allowance and shall receive such benefits as are applicable
under the terms of the Plan in effect on the retirement date,
based on meeting the minimum Leadership Level required for
eligibility for such benefits as of July 1, 2000, service
as of July 1, 2000, and the Base Monthly Salary as of the
retirement date.



     
(b) Group III Employees.



     
For purposes of this paragraph, a “Group III
Employee” shall mean a U.S. Visteon Employee who
participated in the GRP prior to July 1, 2000 other than a
Group I or Group II Employee. The Plan shall have no
liability for any Executive Separation Allowance payable to
Group III Employees who were otherwise eligible hereunder
with respect to service prior to July 1, 2000 on or after
July 1, 2000.



     
Section 10. Miscellaneous.
Notwithstanding anything contained in the Plan to the
contrary, no otherwise permissible distribution is allowed that
would trigger taxation of any amount under section 409(A) of the
Internal Revenue Code of 1986, as amended.