STOCK OPTION AGREEMENT UNDER (U.K. Nonqualified Option)
Exhibit
10-P-4
STOCK
OPTION AGREEMENT UNDER
1998
LONG-TERM INCENTIVE PLAN -
1998
APPROVED UNITED KINGDOM RULES
(U.K.
Nonqualified Option)
This
AGREEMENT made this ___ day of ___________, by and between Ford Motor Company,
a
Delaware corporation (the "Company"), and «First_MI» «Last_name»
(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") and the 1998 Long-Term
Incentive Plan - 1998 Approved United Kingdom Rules (the "United Kingdom
Rules"), 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
Conditions of Stock Option Agreement" attached hereto (the "Terms and
Conditions") and in any rules and regulations established by the Committee
pursuant to the Plan or the United Kingdom Rules (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»
shares
of the Company's Common Stock of the par value of $0.01 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 of the membership interest of
which is owned directly or indirectly by the Company.
The
Option is intended to be a nonqualified 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
and the United Kingdom Rules.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
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AUTHENTICATED
as
of the above date
By_________________________________
Executive
Compensation Human Resources
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FORD
MOTOR COMPANY
By
____________________________
Executive
Vice President and Chief Financial Officer
Optionee:
«First_MI» «Last_name»_
Optionee
ID: ____________________
By
____________________________
Manager
Compensation Programs
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Terms
and Conditions of Stock Option Agreement
(U.K.
Nonqualified Option)
1998
Long-Term Incentive Plan
Effective
for Options granted on or after January 1, 2006.
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1.
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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;
(d)
To the extent not exercised installments shall be cumulative and
may be
exercised in whole or in part; and all
subject to the Agreement and these terms and conditions and any rules
and
regulations established by the Committee pursuant to the Plan or
the
United Kingdom Rules.
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 hole, vest according to the
schedule above. Your account statement (available online through
a ▇▇▇▇▇
▇▇▇▇▇▇ phone representative and mailed to you annually) will reflect
the
specific number of ISOs and NQOs vesting on the specific
dates.
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2.
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Except
as provided in the two 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 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 sixth 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
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
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
(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 (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 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
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 3 hereof and any other limitation on
the
exercise of the Option 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,
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 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 3 hereof and any other limitation contained herein or in
the
Agreement on the exercise of the Option 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 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 or fourth paragraph of this Article, the beneficiary
designated pursuant to Article 6 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 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 if the Optionee had not died, to exercise the
Option
(except that, if the fourth 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 more than one year or less than one year (unless the
Option
by its terms expires earlier)), subject to the provision that the
Option
shall not 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 in effect at the date of exercise.
Notwithstanding
anything to the contrary set forth in the Agreement or in these terms
and
conditions, the Option shall not be exercised on or after the date
ten
years from the date of the Agreement.
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3.
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Anything
contained herein or in the Agreement to the contrary notwithstanding,
the
right of the Optionee to exercise the Option 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 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 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.
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4.
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Payment
for any shares of Stock purchased upon exercise of the Option shall
be
made in full at the time of exercise. Such payment must be made in
cash.
The
Optionee, from time to time during the period when the Option may
by its
terms be exercised, may exercise the Option in whole or in part by
delivering to the Company: (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 in an amount equal to
the
purchase price of the shares then to be purchased. 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.
As
soon as practicable after receipt by the Company of such notice and
check
(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
United Kingdom or United States federal, state or local law.
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5.
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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.
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6.
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The
option is not transferable by the Optionee and, during the Optionee's
lifetime, the Option is exercisable only by the Optionee or the Optionee's
legal representative.
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7.
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The
Optionee, or the Optionee's legal representative shall have no rights
as a
stockholder with respect to any share covered by the Option until
such
person shall have become the holder of record of such share, and,
except
as provided in Article 9 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.
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8.
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The
existence of the Option 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.
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9.
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The
shares covered by the Option 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, 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 shall be appropriately adjusted, provided that the adjustment
is permitted by paragraph 29, Schedule 9 t the Income and Corporation
Taxes Act 1988 and also provided that the adjustment will not be
effective
until and unless it is approved by the Board of the Inland Revenue.
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.
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10.
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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.
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11.
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Subject
to Rule 6 of the United Kingdom Rules, 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, to receive (subject to any required action
by
stockholders), in lieu of the number of shares as to which the Option
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 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. 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 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 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 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. 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 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.
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12.
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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.
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13.
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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.
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14.
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Notwithstanding
any of the other provisions of the Agreement or these terms and
conditions, the Optionee agrees not to exercise the Option, and that
the
Company will not be obligated to issue any shares pursuant to the
Agreement, if the exercise of the Option 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 the issuance of shares pursuant thereto to comply
with
any law or any regulation of any governmental authority.
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15.
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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:
▇▇▇▇▇
▇▇▇▇▇▇, Inc.
Ford
Service Center
1001
Page Mill Road
▇▇▇▇.
▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇
Phone
No.: ▇▇▇-▇▇▇-▇▇▇▇ (3673) (U.S.), ▇▇▇-▇▇▇-▇▇▇▇ (Non-U.S.),
Fax
No.: ▇▇▇-▇▇▇-▇▇▇▇
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.
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16.
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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.
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17.
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No
U.K. income tax will be payable on the grant of the Option. The Company
will, however, inform the U.K. Inland Revenue of the grant of the
Option.
No U.K. income tax will be payable on the exercise of the Option,
provided
that the scheme retains its U.K. Inland Revenue approved status
and:
(a)
the Option is exercised more than 3 years and not more than 10 years
from
the date of grant; and
(b)
it is not exercised within 3 years of the date when the Optionee
last
exercised a right obtained under any U.K. Inland Revenue approved
discretionary share option scheme (whether run by the Optionee's
present
employer or any other company whatsoever) and in respect of which
the
Optionee obtained relief from U.K. income tax. All Options exercised
on
the same day count as one exercise for this purpose.
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