Arrangement between Ford Motor Company and William Clay Ford, Jr. dated February 27, 2006
Exhibit
10-AA-1
Arrangement
between Ford Motor Company
and
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. dated February 27, 2006
On
February 27, 2006, the Compensation Committee of Ford's Board of Directors
and
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇., Ford's Chairman and Chief Executive Officer, agreed
to
clarify the terms of ▇▇. ▇▇▇▇'▇ compensation arrangements relating to ▇▇. ▇▇▇▇'▇
eligibility to receive certain Restricted Stock Equivalents. In March 2005,
the
Compensation Committee approved an arrangement whereby one-half of the value
of
▇▇. ▇▇▇▇'▇ usual long-term incentive grant (normally a grant of stock options)
was replaced with an opportunity to earn up to a target amount of Restricted
Stock Equivalents based on his performance during 2005. Since the arrangement
began in March 2005, the Committee did not intend that it would be covered
by
the May 11, 2005, agreement whereby ▇▇. ▇▇▇▇ and the Committee agreed that
▇▇.
▇▇▇▇ would forego any "new" compensation until the Company's Automotive sector
has achieved sustainable profitability. ▇▇. ▇▇▇▇ will not take part in any
similar program or receive any salary, bonus, or long-term compensation for
2006, unless allowed under the May 11, 2005 agreement. ▇▇. ▇▇▇▇ has committed
to
donate shares representing any final award he receives from this 2005
performance-based opportunity to charitable organizations of his choice when
the
restriction period lapses and the Restricted Stock Equivalents convert to
unrestricted shares of common stock in 2007.