Arrangement between Ford Motor Company and William Clay Ford, Jr., dated February 27, 2008
Exhibit
10-W
Arrangement
between Ford Motor Company
and
Xxxxxxx Xxxx Xxxx, Xx., dated February 27, 2008
On May
11, 2005, the Compensation Committee of Ford’s Board of Directors and Xxxxxxx
Xxxx Xxxx, Xx., our Executive Chairman and Chairman of the Board of Directors,
agreed to amend Xx. Xxxx’x compensation arrangements such that Xx. Xxxx would
forego any new compensation (including salary, bonus, or other awards) until
such time as the Committee and Xx. Xxxx determine that the Company’s Automotive
sector has achieved sustainable profitability.
On
February 27, 2008, the Committee determined that this agreement relating to Xx.
Xxxx'x compensation should be modified beginning in 2008. Although
the Company’s Automotive sector has not yet achieved profitability, it has made
substantial progress toward that goal in the time since the 2005
agreement. During this time, Xx. Xxxx provided leadership and
direction to the Company, first as CEO during the early phases of our turnaround
plan. He recruited Xxxx Xxxxxxx to join the Company as CEO to
continue to lead our turnaround efforts, and thanks to the leadership of
Xx. Xxxx and Xx. Xxxxxxx, those efforts are showing substantial effect
even in the face of significant economic headwinds. For instance, the
Company achieved positive total automotive operating cash flow in 2007, earned
an operating profit of $126 million (excluding special items), and we are
on track to achieve our goal of returning to Automotive profitability in
2009.
In
addition, the Committee determined that since Xx. Xxxxxxx’x arrival, Xx. Xxxx
has continued to provide valuable service to the Company in his role as
Executive Chairman and Chairman of the Board of Directors, and to provide
leadership on enterprise-wide issues of profitability, sustainability, and
stakeholder relationships. In the Committee’s judgment, it is not
reasonable to expect Xx. Xxxx to continue these valuable efforts on an
uncompensated basis, particularly after he has received no compensation for
nearly three years. In these circumstances, the Committee determined
that it would be both fair and in the best interests of the Company to amend Xx.
Xxxx’x compensation arrangement in 2008.
At Xx.
Xxxx'x request, however, it was agreed that Xx. Xxxx would continue to
forego new compensation (including salary, bonus or other awards) until
such time as the Committee determines that the Company's global Automotive
sector has achieved full-year profitability, excluding special
items. It was further agreed that the compensation Xx. Xxxx would
have received begining in 2008 and future years but for the agreement to
forego new compensation will be earned and paid when the Committee
determines that the Company's global Automotive sector has achieved full-year
profitability, excluding special items.
