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FORM OF EMPLOYMENT AGREEMENT
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AGREEMENT, dated as of ________________ (the "Agreement"), between
ASSOCIATES CORPORATION OF NORTH AMERICA, a corporation existing under laws of
the State of Texas (the "Company"), ________________ (the "Executive").
W I T N E S S E T H
WHEREAS, the Company and the Executive desire to enter into an agreement
relating to the employment of the Executive for a period of five years from
date of this Agreement,
NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
1. EMPLOYMENT
1.1 Effective on the date of the Agreement, the Executive hereby
agrees to serve, upon the terms and conditions herein contained, as an
executive of the Company, a wholly-owned subsidiary of Ford Motor Company. The
Executive shall have such duties as the Board of Directors of the Company may
determine.
1.2 The term of employment under this Agreement shall commence on the
date of this Agreement and, subject to the terms hereof, shall terminate on the
day prior to the fifth anniversary of such date. The full five year period is
referred to as the "Employment Term".
1.3 During the Executive's employment hereunder, the Executive shall
devote the Executive's best efforts and substantially all the Executive's
business time and services to the business and affairs of the Company.
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2. SALARY
2.1 During the Executive's employment hereunder, the Executive shall
be entitled to receive a base salary at the rate of $________ per annum,
payable in accordance with the Company's payroll policy from time to time in
effect.
2.2 The Company may, in its sole discretion, increase the Executive's
per annum base salary.
3. BONUSES
During the Executive's employment hereunder, the Executive shall be
eligible to receive bonuses on the terms specified in any bonus plan applicable
to executives of the Company.
4. TERMINATION
The employment of the Executive hereunder may be terminated by the
Company by fifteen (15) days' written notice given at any time, with or without
Cause. As used herein, the term "Cause" shall be limited to (a) action by the
Executive involving willful malfeasance, (b) the Executive's unreasonable
neglect or refusal to perform the executive duties assigned to the Executive
under this Agreement, (c) the Executive being convicted of a felony, or (d) the
Executive engaging in any activity that is directly or indirectly in
competition with the Company or any affiliate or in any activity that is
inimical to the best interests of the Company or any affiliate; provided that
the determination of Cause shall be made by the Company's Board of Directors.
If the Company terminates the Executive's employment for Cause, all the
Company's obligations shall thereupon cease and terminate. In the event that
the Executive's employment is terminated by the Company other than for Cause,
the Executive (or in the event of the Executive's death, the Executive's estate
or designated
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beneficiary, but only as to (i) below) shall be entitled to continue to receive
for the duration of the Employment Term, in lieu of any other compensation and
benefits provided for herein, (i) an amount, payable monthly, equal to the
Executive's then current monthly base salary, plus an amount payable annually
under the Company's Corporate Annual Performance Plan (▇▇▇▇) and Long-Term
Performance Plan (LTPP) that averages performance over the three most recent
performance periods, in accordance with the terms thereof in effect from time
to time, and (ii) at the Company's expense, life insurance and medical, dental
and disability benefits at least comparable to those provided by the Company to
the Executive on the date of termination of employment. In addition, the
Company shall provide the Executive with an additional benefit equal to the
difference between (x) and (y), where (x) is the amount of benefit that the
Executive would have received from the Company's pension plan (the "Plan") if
the Executive had continued to participate in the Plan until the end of the
Employment Term, and (y) the amount of benefit that the Executive shall
actually receive from the Plan. Any additional pension benefit to which the
Executive may be entitled shall be payable at the same time and in the same
manner as permitted under the terms of the Plan. The additional benefit is not
subject to sale, transfer, or assignment by the Executive. All payments of the
additional benefit shall be payable from the general assets of the Company.
Notwithstanding any other provision, the right of Executive to any
benefits provided in this Agreement shall cease if the Board of Directors of
the Company shall determine that the Executive either before or after
termination of employment has engaged in any activity that is directly or
indirectly in competition with any activity of the Company or any affiliate,
unless waived by the Board of Directors of the Company, or has engaged in any
activity that is inimical to the best interests of the Company or any
affiliate.
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5. PERMANENT DISABILITY OR DEATH
In the event of the Executive's permanent disability as defined in the
long-term disability plan applicable to employees of the Company on the date
hereof ("Permanent Disability") while employed hereunder during the Employment
Term, the Executive shall continue to receive compensation equal to the
Executive's then current base salary plus the bonus referred to in Section 4(i)
for a period of six months after the determination of Permanent Disability or
until the end of the Employment Term, whichever shall last occur, less any
amounts received through any disability or salary continuation plan provided
pursuant to Section 7 hereof. In the event of the Executive's death while
employed hereunder during the Employment Term, the Executive's estate or
designated beneficiaries shall continue to receive compensation equal to the
Executive's then current base salary plus the bonus referred to in Section 4(i)
until the end of the Employment Term or one year from death, whichever is
later. In the event of the Executive's Permanent Disability or death as
specified in this Section 5, the employment of the Executive and all
obligations of the Company hereunder (other than the obligation (i) for the
compensation specified in this Section 5, and (ii) to pay amounts for which the
Company is responsible under applicable benefit plans, policies and practices
in the event of death or Permanent Disability) shall terminate.
6. EXPENSES
During the Executive's employment hereunder, the Executive is authorized
to incur reasonable expenses for promoting the business of the Company,
including expenses for travel and similar items, in accordance with the
Company's policy as in effect from time to time. The Company will reimburse the
Executive for all such reasonable expenses in accordance with Company
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policy upon presentation by the Executive from time to time of an itemized
account of such expenditure.
7. EXECUTIVE BENEFITS
7.1 During the Executive's employment hereunder, the Executive shall
be included in any and all plans providing benefits for (a) the Company's
employees generally and (b) the Company's executives of comparable status. In
furtherance and not in limitation of the foregoing, throughout the Employment
Term, the Company shall provide to the Executive life insurance, medical,
dental, disability and other employee welfare benefits and defined benefit
pension plan benefits which, on an overall basis, shall be no less favorable to
the Executive than those in effect for employees of the Company from time to
time.
7.2 During the Executive's employment hereunder, the Executive shall
be a participant, to the extent eligible thereunder, in all incentive, profit
sharing, bonus, stock option, or other similar or comparable plans applicable
to Company executives of a similar class and station, in accordance with the
terms thereof in effect from time to time.
8. RESTRICTIVE COVENANTS
8.1 The Executive agrees to execute and deliver from time to time the
Company's standard confidentiality, conflict of interest and proprietary
information agreements.
8.2 The Executive and the Executive's agents will not, during the
12-month period following any termination of employment hereunder, or in
contemplation of termination of employment, induce, entice or solicit any
employee of the Company or its affiliates, to leave employment with the Company
or its affiliates.
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9. NOTICE
All notices or communications hereunder shall be in writing, addressed
as follows:
To the Company:
Associates Corporation of North America
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
To the Executive:
Any notice or communication shall be sent certified or registered mail,
return receipt requested, postage prepaid, addressed as above (or to such other
address as a party may designate in writing from time to time), and the actual
date of receipt, as shown by the receipt therefor, shall determine the time at
which notice was given.
10. SEPARABILITY
If any provision of this Agreement shall be declared to be invalid or
unenforceable, in whole or in part, such provision shall be modified, to the
extent practical, consistent with intent of the parties, in order to render it
enforceable but such invalidity or unenforceability shall not affect the
remaining provisions hereof which shall remain in full force and effect.
11. ASSIGNMENT
This Agreement shall be binding upon and inure to the benefit of the
heirs and representatives of the Executive and the assigns and successors of
the Company. Neither this Agreement nor any rights hereunder shall be
assignable or otherwise subject to hypothecation by the Executive and any such
attempted
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assignment or hypothecation shall be void. This Agreement shall be assignable
by the Company in connection with any transfer of all or substantially all of
the Company's business or any transfer of a portion of the Company's business
for which the Executive has responsibility; provided, however, that the Company
shall remain responsible for all the obligations of the Company set forth
herein.
12. ENTIRE AGREEMENT; AMENDMENT
This Agreement represents the entire agreement of the parties relating
to its subject matter and shall supersede any and all previous written or oral
employment agreements between the Company or any of its affiliates and the
Executive. This Agreement may only be modified or amended by a writing signed
by both parties hereto.
13. GOVERNING LAW
This Agreement shall be construed, interpreted, and governed in
accordance with the laws of Texas.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
ASSOCIATES CORPORATION OF NORTH AMERICA
(A Texas Corporation)
By:
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GUARANTY
Associates Corporation of North America, a Delaware Corporation, hereby
irrevocably and unconditionally guarantees to ___________ (the "Executive") the
performance by Associates Corporation of North America (A Texas Corporation)
(the "Company") of all of the Company's payment obligations under the Agreement
between the Executive and the Company dated October 25, 1991. This guaranty
shall be construed, interpreted and governed in accordance with the laws of
Texas.
Dated this 25th day of October 1991.
Associates Corporation of North America
By
