Employment Offer Letter and Agreement Amendments Alan Mulally Effective as of December 31, 2008
Exhibit
10-Y-3
Background
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Section
409A of the Internal Revenue Code Section of 1986, as amended ("Code"),
regulates the provision of nonqualified deferred compensation to
employees.
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Code
Section 409A requires that all agreements providing for nonqualified
deferred compensation be amended to comply with its requirements no later
than December 31, 2008.
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The
amendments described herein are intended to ensure that the terms of Xx.
Xxxxxxx'x employment offer letter and agreement comply with Code Section
409A.
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Amendments
1.
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Last
sentence of the second bullet point regarding the hiring bonus of
$7,500,000 is amended to read as follows: "You may elect to
defer this payment, in whole or in part, into the Deferred Compensation
Plan, provided you make your deferral election prior to the date on which
the Board of Directors approves this agreement or within 30 days of your
acceptance of this offer, whichever comes
first."
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2.
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Last
sentence of the third bullet point regarding the additional lump sum
payment of $11,000,000 is amended to read as follows: "You may
also elect to defer this amount into the Deferred Compensation Plan,
provided you make your deferral election prior to the date on which the
Board of Directors approves this agreement or within 30 days of your
acceptance of this offer, whichever comes
first."
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3.
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The
following sentence of the sixth bullet point regarding the grant of
600,000 Restricted Stock Units is hereby deleted in its
entirety: "These payments could be deferred into the Deferred
Compensation Plan if you make the election to defer in the year prior to
the restrictions being lifted."
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4.
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The
following shall be added as the second sentence of the seventh bullet
point regarding severance payments: "Any such payments or
changes in vesting requirements shall be made on or after the first day of
the seventh month following your termination of employment, but in no
event later than the December 31st following the first day of such seventh
month."
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5.
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The
following shall be added to the end of the eighth bullet point regarding
temporary housing and relocation: "Reimbursements for temporary
living costs will be made (i) not later than March 15th of the year
following the year in which the expense is incurred, and (ii) only for
expenses incurred in a year in which you are employed by the
Company."
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6.
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The
following shall be added to the end of the ninth bullet point regarding
corporate aircraft usage: "Corporate aircraft usage by you or
your family members in one year shall not affect usage in any subsequent
year. Your right to use the corporate aircraft is not subject
to liquidation or exchange. Personal use of the aircraft will
be limited to the period during which you remain employed by Ford in the
capacity of President and Chief Executive
Officer."
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7.
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The
following shall be added as a final bullet
point: "Notwithstanding anything contained in this agreement to
the contrary, for purposes of determining the timing of payments under
this agreement upon termination of employment, as defined for purposes of
Section 409A of the Internal Revenue Code of 1986, as amended (Code), you
will be treated as if you were a 'Specified Employee' under Code Section
409A at the time of termination. Consequently, no payment of
deferred compensation as defined under Code Section 409A shall be made
pursuant to this agreement upon termination of employment (other than as a
result of death) prior to the first day of the seventh month following
such termination of employment."
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These
amendments are effective as of December 31, 2008.
/s/ Xxxxxxx
Xxxxxx
/s/ Xxxx
Xxxxxxx
Xxxxxx
Xxxxxx
Xxxx Xxxxxxx