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Executive Employment Agreement

 

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Title:

Executive Employment Agreement

Entities:

Ford Motor Co.; Carl E. Reichardt

Date:

2002

Size:

Preview shows 8KB of 31KB total

Price:

$41

ID:

#240106

 

 

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                         EXECUTIVE EMPLOYMENT AGREEMENT



This Agreement, entered into as of the 1st day of November, 2001 (the "Effective
Date"), between Ford Motor Company, a Delaware corporation, (the "Company") and
Carl E. Reichardt, an individual residing at 8 West Shore Road, Belvedere,
California 94920 (the "Executive").

RECITALS

1. The Company desires to retain the Executive and the Executive desires to
accept employment with the Company under the terms and provisions set forth
below.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and covenants contained
in this Agreement, the Company and the Executive agree as follows:

1. Term. The Term of Executive's employment shall not be for a definite term.
The Executive shall serve at the pleasure of the Board of Directors. At the
will of either the Executive or the Company, the Executive's employment may
be terminated at any time, without advance notice, with or without cause.
For purposes of this Agreement, the period during which the Company employs
Executive shall be known as the "Employment Period". Notwithstanding
anything to the contrary contained herein, the Employment Period is subject
to termination pursuant to Section 5.

2. Employment. The Company agrees to employ and engage the services of the
Executive during the Employment Period as the Vice Chairman of the Company.
The Executive agrees to serve the Company in the capacity of Vice Chairman.

3. Job Description.

3.1 Position and Duties. During the Employment Period, the Executive's
position, duties and responsibilities shall be those of Vice
Chairman of the Company provided, however, that the Company shall
have the absolute right to modify or change the position, duties,
responsibilities and title of the Executive in any respect, so
long as the Executive shall continue to be employed in a senior
executive capacity during the Employment Period. Executive shall
perform such duties and have such responsibilities that are of the
same character and nature as those typically performed by a Vice
Chairman. Executive shall report to the Chairman of the Board of
Directors and Chief Executive Officer. Nothing herein contained
shall be construed to interfere with Executive's continued service
on the Company's Board of Directors, including Board appointments
to serve on Board Committees, and Executive shall continue on the
Board solely at the discretion of the Board, subject to
shareholder approval.

3.2 Devotion of Efforts. The Executive shall devote such time as is
necessary to perform Executive's job duties, use best efforts to
promote the interests of the Company and perform faithfully and
efficiently the responsibilities assigned to

{PAGE}

2

the Executive in accordance with this Agreement. During the
Employment Period, Executive shall not engage in other employment,
except with the prior consent of the Board of Directors; provided
however, that Executive may continue to serve on those corporate
boards of which he is a member as of the Effective Date.

4. Compensation and Other Employment Terms.

4.1 Base Salary. During the Employment Period, the Company shall pay
the Executive an initial annual base salary of $900,000 ("Base
Salary"). The Base Salary shall be payable in the form of
Restricted Stock under the terms and conditions of the Company's
1998 Long-Term Incentive Plan (including Stock Option Plan).
Shares of Restricted Stock shall be issued to Executive within
thirty days after the end of any calendar quarter. The number of
Restricted Stock shares to be issued for any calendar quarter
shall be determined by dividing the quarterly dollar amount of
base salary by the Fair Market Value of Ford Common Stock on the
last trading day of the calendar quarter for which the
determination is being made. For November and December 2001, the
number of Restricted Stock shares was 9768, and for January
through March 2002, the number of Restricted Stock shares was
13707. Such shares were credited to a book entry account in
Executive's name at EquiServe Trust Company, N.A., subject to
execution of this Agreement. The Executive may not sell,
transfer, or otherwise dispose of any shares of Restricted Stock
granted under this Section 4.1 for a period of one year from the
grant date. Prior to the expiration of any restrictions, the
Executive will be notified by the Company and will be given the
option to use share withholding or to write a check to the Company
to pay income taxes on the value of the shares for which the
restriction is lapsing. During the restriction period, the
Executive shall be eligible to receive dividend payments and shall
be entitled to vote the shares. Before the anniversary date of
this Agreement, the Company shall review and evaluate the
performance of Executive. At the discretion of the Company, the
Base Salary may be increased in consideration of the Executive's
overall performance. The Company reserves the right to pay
Executive in cash for Base Salary at any time.

4.2 Incentive Compensation. As further compensation, at the discretion
of the Company, the Executive shall be eligible for annual
incentive compensation payments in an amount determined under the
Company's Annual Incentive Compensation Plan. The Company reserves
the right to make any annual incentive compensation payments in
the form of Restricted Stock, at the Company's discretion.

4.3 Long-Term Incentive Program. Executive shall be eligible to
participate in the 1998 Long-Term Incentive Plan (including
Performance Stock Rights and Stock Options) on the same basis as
other Company executives. The Company reserves the right to make
any awards thereunder in the form of Restricted Stock, at the
Company's discretion. On March 15, 2002, the Company awarded
Executive Restricted Stock under such plan in the amount of
295,770 shares for Executive's 2002 long-term incentive

 

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