exv10wk



 




Exhibit 10-K



Ford Motor Company



Directors Life Insurance




and Optional Retirement Plan




(as amended as of January 1, 2005)





Section 1. Introduction.
This Plan has been established for the purpose of providing
Eligible Directors, and Eligible Retired Directors, as herein
defined, with life insurance and optional retirement benefits
under certain circumstances. The Plan is an expression of the
Company’s present policy with respect to those Company
directors and retired directors who meet the eligibility
requirements set forth below; it is not a part of any contract
of employment and no director or other person shall have any
legal or other right to any benefit under the Plan. The Company
reserves the right to terminate, amend or modify the Plan, in
whole or in part, at any time without notice.




Section 2. Definitions.
As used in this Plan:




		
	 	
    a. “Board of Directors”
    shall mean the Board of Directors of the Company.
    
	 
	 	
    b. “Company” shall mean
    Ford Motor Company.
    
	 
	 	
    c. “Director Service” shall
    mean years of service as a member of the Board of Directors, not
    exceeding one year in any calendar year.
    
	 
	 	
    d. “Effective Date” means
    November 1, 1985.
    
	 
	 	
    e. “Eligible Director”
    shall mean a member of the Board of Directors on or after
    the Effective Date who is not a Company employee and has not
    retired from Company employment on or after December 1,
    1977.
    
	 
	 	
    f. “Eligible Retired Director”
    shall mean a Retirement Eligible Director who shall have
    retired from the Board of Directors.
    
	 
	 	
    g. “Normal Retirement Age”
    shall mean the date of the annual stockholders meeting of
    the Company immediately following the Retirement Eligible
    Director’s attainment of age 70. “Normal
    Retirement Date” shall mean the first day of the first
    calendar month coincident with or next following such Retirement
    Eligible Director’s Normal Retirement Age.
    
	 
	 	
    h. “Plan Year” shall mean a
    calendar year.
    
	 
	 	
    i. “Retirement Eligible
    Director” shall mean an Eligible Director who has
    completed at least five years of Director Service and has
    attained age 55.
    





Section 3. Benefit.



		
	 	
    (a) Life Insurance. Except as
    otherwise provided in Section 3(b) immediately below, an
    Eligible Director or Eligible Retired Director shall be entitled
    to life insurance in the amount of $200,000.
    
	 
	 	
    (b) Optional Death and Retirement
    Benefits. A Retirement Eligible Director meeting the
    eligibility requirements set forth in Section 3(b)(1) or
    (2) below may elect optional death and retirement benefits
    described in Section 3(b)(3) below in lieu of the life
    insurance described in Section 3(a) immediately above, as
    follows:
    





		
	 	
    (1) Normal Retirement Date. A
    Retirement Eligible Director whose Normal Retirement Date occurs
    after the Effective Date may elect the optional death and
    retirement benefit described in Section 3(b)(3) below. The
    election must be made before December 31 of the Plan Year
    immediately preceding the Plan Year in which such
    director’s Normal Retirement Date would occur.
    









 




		
	 	
    (2) Resignation Prior to Normal
    Retirement Date. A Retirement Eligible Director who
    resigns from the Board of Directors on or after January 1,
    1993 and prior to such director’s Normal Retirement Date
    may elect the optional death and retirement benefit described in
    Section 3(b)(3) below, with approval of the Board of
    Directors. The election must be made before December 31 of the
    Plan Year immediately preceding the Plan Year in which the
    resignation would become effective, unless the Board of
    Directors determines it is impracticable to do so.
    
	 
	 	
    (3) Benefit. The optional
    death and retirement benefit shall be as follows:
    





		
	 	
    (i) life insurance in the amount of
    $100,000, plus
    
	 
	 	
    (ii) a monthly benefit, payable to such
    director during such director’s lifetime, in the amount of
    $1,250 per month, beginning,
    





		
	 	
    (A) with respect to a Retirement Eligible
    Director who has made the election in accordance with
    Section 3(b)(1) above, on such director’s Normal
    Retirement Date; or
    
	 
	 	
    (B) with respect to a Retirement Eligible
    Director who has made the election in accordance with
    Section 3(b)(2) above, on the first day of the calendar
    month coincident with or next succeeding such director’s
    resignation date.
    





		
	 	
    (4) Waiver of Conversion
    Rights. A Retirement Eligible Director who makes the
    election provided in this Section 3(b) must waive any right
    to the conversion of the reduction in the amount of the life
    insurance.
    
	 
	 	
    (5) Irrevocable Election. The
    elections described in Sections 3(b)(1) and (2) above
    become irrevocable as follows:
    





		
	 	
    (i) with respect to a Retirement Eligible
    Director who has made the election in accordance with
    Section 3(b)(1) above, the election becomes irrevocable as
    of the end of the Plan Year prior to the Plan Year in which such
    director’s Normal Retirement Date would occur; provided
    that if such director resigns from the Board of Directors or
    dies after making such election but before such director’s
    Normal Retirement Date, the option provided in
    Section 3(b)(1) shall be cancelled and the life insurance
    described in Section 3(a) above shall be applicable;
    
	 
	 	
    (ii) with respect to a Retirement Eligible
    Director who has made the election in accordance with
    Section 3(b)(2) above, the election becomes irrevocable as
    of the end of the Plan Year prior to the Plan Year in which such
    director’s resignation becomes effective, unless the Board
    of Directors made a determination of impracticability, as
    provided in Section 3(b)(2), in which event the election
    becomes irrevocable as of the effective date of the resignation;
    provided that if such director dies after making such election
    but before such director’s resignation becomes effective,
    the option provided in Section 3(b)(2) shall be cancelled
    and the life insurance described in Section 3(a) above
    shall be applicable.
    





Section 4. Payments.
The life insurance described in Section 3(a) or
3(b) (3)(i) shall be provided by the purchase from an
insurance carrier of an insurance contract upon terms and
conditions approved by the Executive Vice President and Chief
Financial Officer or the Vice President-Finance and Treasurer or
the designee of either such officer. The retirement benefits
provided in Section 3(b) (3)(ii) shall be payable out
of the Company’s general funds beginning on the date
described in Section 3(b)(3)(ii)(A) or (B), as applicable,
and shall cease at the end of the month in which such Eligible
Retired Director dies.








 




Section 5. Designation of
Beneficiary. The death benefits
payable under the life insurance described in Section 3(a)
or 3(b) (3)(i) shall be paid to the Eligible
Director’s or Eligible Retired Director’s designated
beneficiary, as applicable, or if there is no such beneficiary
shall be paid in accordance with the provisions of the life
insurance contract.




Section 6. Administration and
Interpretation. The
Vice-President-Employee Relations and the Vice President-Finance
and Treasurer shall have full power and authority on behalf of
the Company 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 7. Amendments and
Termination. The Board of
Directors of the Company shall have the right at any time to
amend, modify, discontinue or terminate this Plan in whole or in
part; provided, however, that no such action shall deprive the
beneficiary or estate of life insurance proceeds with respect to
an Eligible Director or Eligible Retired Director who shall have
died prior to the date of such action by the Board of Directors.




Section 8. Miscellaneous.
Notwithstanding anything contained in the Plan to the contrary,
no otherwise permissible election is allowed that would trigger
taxation of any amount under section 409(A) of the Internal
Revenue Code of 1986, as amended.