Restricted Stock Unit Final Award Agreement for 20__ Performance-Based Restricted Stock Unit ("PB-RSU") Grant under 2008 Long-Term Incentive Plan Current as of March 2009
Exhibit
10-O-26
20__
Performance-Based Restricted Stock Unit ("PB-RSU") Grant
under
2008 Long-Term Incentive Plan
Current
as of March 2009
This
AGREEMENT made as of this [ day of ________ 200-], by and
between Ford Motor Company, a Delaware corporation (the "Company"), and [Name of
Grantee] (the "Grantee"), WITNESSETH:
WHEREAS,
the Grantee is now, or was, employed by the Company, or one of its subsidiaries,
in a responsible capacity during all or part of the performance period related
to the grant of 20__ PB-RSUs under the 2008 Long-Term Incentive Plan (the
"Plan"), which is administered by the Compensation Committee (the "Committee"),
and the Company has determined that based on the Company's accomplishment of
certain objectives relating to the 20— PB-RSU grant, the Grantee has earned a
final award of restricted stock units 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 "2008 Terms
and Conditions of Restricted Stock Unit Final Award Agreement" (the "2008 Final
Award Terms and Conditions") and in any rules and regulations established by the
Committee pursuant to the Plan (all of which are incorporated by
reference into this Agreement as though set forth in full herein), the Company
hereby grants to the Grantee
[ ]
restricted stock units (the "RSU"). The RSU grant will vest after
[one, two, three] year/s from the date of grant; [x]% of the RSU Grant will vest
after one year from the date of grant; [x]% of the RSU Grant will vest after two
years from the date of grant; and [x]% of the RSU Grant will vest after three
years from the date of grant.
The
Grantee agrees: (i) to refrain from engaging in activity that is directly or
indirectly in competition with any activity of the Company or any subsidiary
thereof; (ii) to refrain engaging in conduct that is inimical to the best
interests of the Company; and (iii) make 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 any subsidiary thereof. In the event of
non-fulfillment of condition (i), (ii), or (iii) above, the Grantee's rights in
the RSU grant, including the right to have any Final Award converted to real
shares of Ford stock at the end of applicable restriction period, will be
forfeited and cancelled. Furthermore, nothing contained herein or in
the 1998 Final Award Terms and Conditions shall restrict the right of the
Company or any of its subsidiaries to terminate the employment of the Grantee at
any time, with or without cause. The term "Company" as used in this
Agreement and the 2008 Final Award 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 grant
of the RSU is completely discretionary and does not create any rights to receive
future restricted stock unit grants. The Company may amend, modify or
terminate the Plan at any time, subject to limitations set forth in the
Plan.
IN
WITNESS THEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
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AUTHENTICATED
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FORD
MOTOR COMPANY
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____________________________
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Grantee
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Grantee
ID: _________________
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