Agreement between Ford Motor Company and James J. Padilla dated April 7, 2006
Exhibit
10.2
Agreement
between Ford Motor Company and
Xxxxx
X. Xxxxxxx dated April 7, 2006
Ford
Motor
Company
Xxx
Xxxxxxxx Xxxx
April
5,
2006
Xx.
Xxxxx
X. Xxxxxxx
[ADDRESS
REDACTED]
Dear
Xxx:
This
letter will confirm the agreement (the “Agreement”) regarding the terms and
conditions under which you have agreed to provide your personal services as
a
consultant to Ford Motor Company ("Ford" or the "Company").
| 1. |
Scope
of Services:
Subject
to the terms and conditions contained herein, during the calendar
months
beginning on July 1, 2006 and ending June 30, 2007, unless this Agreement
is terminated earlier pursuant to Section 13 hereof, you will be
available
to provide consultation to the Company.
|
Specific
direction regarding the services to be provided by you to Ford hereunder shall
be given to you on behalf of Ford by the Chairman and Chief Executive Officer,
Ford Motor Company, and/or their designate.
| 2. |
Competitive
Behavior:
As a condition of the Company’s obligations under this Agreement, during
the term of this Agreement, you will not, without written permission
of
the Company, on behalf of yourself or on behalf of any other person,
company, corporation, partnership or other entity or enterprise,
directly
or indirectly, as an employee, proprietor, stockholder, partner,
consultant, or otherwise, engage in any business or activity competitive
with the business of Ford Motor Company, its subsidiaries or affiliates
worldwide. You specifically acknowledge that the Company conducts
a
worldwide business and that the worldwide restriction is reasonable.
You
also agree during the term of this Agreement that you will not engage
in
any conduct that is inimical to the best interests of the Company,
its
subsidiaries, or affiliates worldwide. In the event you breach these
restrictive covenants, the Company shall be entitled to the remedies
outlined in Section 3 below with respect to breach of Confidential
Information.
|
| 3. |
Confidential
Information and Remedies:
You agree to keep secret and retain in strictest confidence, and
shall
not, without the prior written consent of the Chairman and Chief
Executive
Officer of the
Company, furnish, make available or disclose to any third party or
use for
your benefit or the benefit of any third party, any Confidential
Information as hereafter defined. As used in this Agreement, Confidential
Information means any information relating to the business or affairs
of
the Company, including but not limited to, information relating to
financial statements, customer identities, potential customers, employees,
suppliers, servicing methods, equipment, product or service programs,
product designs, cycle plans, strategies and information, databases
and
information systems, analyses, profit margins, pricing, comparative
or
futuring studies or other proprietary information used by the Company,
whether or not generated by the Company or purchased by the Company
through business consultants. Confidential Information shall not
include
any information in the public domain or information that becomes
known in
the industry through no wrongful act on your part. You acknowledge
that
the Confidential Information is vital, sensitive, confidential and
proprietary to the Company. You acknowledge and agree that your promise
to
keep confidential the Confidential Information is reasonable and
necessary
for the protection of the Company’s business interests; that irreparable
injury will result to the Company if you break your promise, and
that the
Company may not have an adequate remedy at law if you break or threaten
to
break your promise. Accordingly, you agree that in such event, the
Company
will be entitled to immediate temporary injunctive and other equitable
relief in a court of competent jurisdiction, without the necessity
of
showing actual monetary damages, subjective to a hearing as soon
thereafter as possible. Nothing contained herein shall be construed
as
prohibiting the Company from pursuing another remedy available to
it for
failing to keep your promise, including the recovery of any damage
which
it is able to prove and any other remedies allowed under any other
agreement with the Company or provided for under various Company
plans. In
addition, as a penalty and not in lieu of other damages the Company
may be
able to prove, you agree to pay the Company liquidated damages in
an
amount equal to the total consulting fees received under Section
6 of the
Agreement, or used as an offset under Section 16 of this Agreement,
if you
break your promise and divulge Confidential Information or break
any of
your promises under Sections 2, 4, 5, 10, 11, 12, or
15.
|
| 4. |
Confidential
Materials:
You acknowledge that any information received by you during the execution
of your responsibilities for the Company in accordance with the Agreement,
which concerns the personal, financial or other affairs of the Company,
will be treated as Confidential Information in accordance with Section
3
above, and will not be revealed to any other persons, firms or
organizations.
|
| 5. |
Disparagement:
Each party acknowledges that the business reputation of the other
is a
valuable asset of such other party. Each party agrees that it shall
take
no action which can be deemed to be inimical to the best interests
of the
other party, including but not limited to: publishing material that
disparages the other party, participating in interviews disparaging
the
other party or taking action in any other manner or way disparaging
the
other party. In the event that a party takes an action that is deemed
to
be inimical to the best interests of the other party, the party committing
the breach shall pay liquidated damages to the other party in an
amount
equal to the value of the total consulting fees paid/received under
Section 6 or used as an offset under Section 16 of this Agreement,
and if
the breaching party is you this Agreement will be terminated by the
Company.
|
| 6. |
Compensation:
As
consideration for your services during the term of this Agreement
and for
your active support for the Company and key leaders, the Company
will,
during the course of this Agreement, pay you at a rate of $148,020
for
each calendar quarter during which you provide services hereunder,
beginning July 1, 2006 and ending June 30, 2007; provided, however,
that
such amount should be prorated for any pay period that is less than
three
full months. Such payments shall be paid to you by Ford quarterly
in
advance.
|
This
is
intended to be a personal services agreement, and you will not delegate or
assign the agreement to any other person or entity without Ford's written
permission. You exclusively will carry out the work under this Agreement and
may
not designate an individual other than yourself as the provider of services
hereunder. Ford shall not be responsible for any tax levied relating to you
by
any governmental authority arising out of this Agreement. Accordingly, you
will
be responsible for payment of all taxes, including national, state, provincial
and local taxes, arising from activities in accordance with this
contract.
| 7. |
Expenses:
The Company will reimburse you for customary and reasonable
business-related expenses and travel that we authorize you to take,
consistent with Ford policies and procedures, during the term of
this
Agreement. This Agreement does not entitle you to the use of Company
aircraft. On a monthly basis, you will provide to the Group Vice
President, Corporate Human Resources and Labor Affairs, such documentation
as is reasonably necessary to support the reimbursement of such expenses.
The Company reserves the right to request additional documentation
to
support the reimbursement of such
expenses.
|
| 8. |
Other
support: You
will be provided with an office and computer support when in Dearborn,
Michigan, and will be provided travel support by the Executive Travel
Office in making aircraft travel arrangements in connection with
work
performed under this Agreement.
|
You
will
be provided certain computer and related equipment as described in the
attachment, to perform work under this Agreement and maintained by the Company.
(Attachment)
| 9. |
Indemnification:
Your
relationship to Ford under this Agreement shall be that of an independent
contractor in the performance of the duties under this Agreement.
However,
you will be indemnified by Ford for all losses and other damages
that you
may sustain in performing services hereunder within the scope of
your
consultancy to the same extent as you would be if you were an employee
of
the Company under Ford's Certificate of
Incorporation.
|
| 10. |
Recruitment:
During the term of this Agreement, you will not recruit any employee
from
Ford Motor Company or otherwise counsel any employee in Ford or its
subsidiaries to leave the Company. In addition, you will not provide
counsel or comments to any outside organization or individual regarding
skills, competencies, position responsibilities, performance, recruiting,
development, or succession planning regarding any employee in the
Company.
Breach of this provision shall be subject to the remedies described
in
Section 3.
|
| 11. |
Customers
and suppliers:
During the term of this Agreement, you shall not, directly or indirectly,
as an employee, agent, consultant, stockholder, director, co-partner
or in
any individual or representative capacity intentionally solicit or
encourage any present or future customer or supplier of the Company
to
terminate or otherwise alter its relationship with the Company in
an
adverse manner. Breach of this provision shall be subject to the
remedies
described in Section 3.
|
| 12. |
Information
and conflicts:
All
information and data you develop or acquire in performing the services
hereunder shall belong to Ford, without further consideration, and
shall
be delivered to Ford upon completion of this Agreement or earlier
if
requested. Ford shall be free to use and disclose to others information
and data you deliver to Ford.
|
Works
of
authorship you create in performing the services hereunder shall be considered
as a specially ordered or commissioned "work for hire" and all copyrights for
such works of authorship shall belong to Ford. All such works of authorship
shall bear a valid copyright notice designating Ford as the owner of such
copyright.
You
shall
use the information and data you acquire from Ford only in performing the
services under this Agreement. You shall not disclose to any third party, during
the period of this Agreement and thereafter, any such information and data
that
is not in the public domain. If you receive a request for any such information
from competent governmental or legal authority, you shall promptly notify Ford
for direction. In addition, you will undertake to notify Ford immediately if
any
of the services to be provided by yourself hereunder would in any way conflict
with any obligations, fiduciary, contractual or otherwise, that you have to
any
other party.
| 13. |
Termination: This
Agreement may be terminated by either you or Ford at any time upon
30 days
written notice provided by the terminating party to the other. Except
as
otherwise provided in Section 16, no such termination by either
party will
affect the obligation of Ford to pay compensation for services rendered,
or to reimburse travel and business expenses incurred prior to such
termination, or any other provision of this
agreement.
|
| 14. |
Applicable
Law:
This
Agreement shall be governed by and construed in accordance with the
laws
of the State of Michigan, without reference to principles of conflict
of
laws.
|
| 15. |
Confidentiality
of this Agreement: Both
you and Ford shall use reasonable efforts to keep the existence and
terms
of this agreement confidential except to the extent required by law
to be
disclosed. If there is a legitimate request by governmental or similar
authority for its disclosure, the party receiving the request will
promptly notify the other of the nature of and details surrounding
the
request.
|
| 16. |
Offset
Provision:
In
the event the Company determines that you are obligated to reimburse
the
Company for any amounts paid to you in excess of what is due to you
under
this Agreement, the Company may at its sole discretion and without
notice
withhold from payment to you all amounts due to you from the Company
under
this agreement until the amount due the Company is fully paid, to
the
extent permitted by applicable law.
|
| 17. |
Other
Agreements:
This Agreement is the only agreement between the parties with respect
to
consulting services and shall replace any prior understandings, oral
or
written, regarding any consulting
services.
|
If
the
above accurately reflects the agreement between you and the Company, please
sign
and return this letter. Upon our receipt, this letter will constitute an
agreement between you and the Company, and it will be governed and construed
in
accordance with the laws of the State of Michigan, excluding its choice of
laws
provisions. Specifically, it is intended that the restrictive covenants in
this
Agreement be construed under the laws of the State of Michigan and not any
foreign jurisdiction. Any disputes arising out of this Agreement shall be
resolved through binding arbitration under the rules of the American Arbitration
Association. The venue for any such dispute shall be Xxxxx County, Michigan.
FORD
MOTOR COMPANY
/s/
Xxx X. Xxxxxx
By:
Xxx
X. Xxxxxx
Agreed:
/s/
Xxxxx X. Xxxxxxx
Xxxxx
X.
Xxxxxxx
Date: April
7, 2006
Attachment
Equipment
and Other Support
Computer
and Other IT Equipment
One
laptop computer with appropriate software and one docking station with monitor,
printer, fax machine and wireless support, e-mail, Internet connection, one
cellular telephone, and RNA service for you.
Obligation
to Return Equipment
At
the
end of the consulting Agreement, you agree to return all computer and other
IT
equipment listed above or referenced in this Agreement within 10 business days
prior to the end of this Agreement. If you are located more than 50 miles (or
a
km equivalent) from a Ford location, you agree to arrange delivery to the
address provide below. It is also understood that with the end of this Agreement
all IT and related telecommunications support from the Company will end
immediately.
Shipping
information:
Xx.
Xxxx
Xxxxxxxxx
Executive
Technology Office
Ford
Motor Company
World
Headquaters, Room 931 A
Xxx
Xxxxxxxx Xxxx,
Xxxxxxxx,
XX 00000-0000
