Exhibit 10.1
Ford Motor Company
The Xxxxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxxxx 00000
April 15, 2002
Xx. Xxxxxxxx Xxxxxxx
0 Xxxxxx Xxxxx
00 Xxxxxxx Xxxxxxxxxx
Xxxxxx 0XX 4LA
This will set forth the terms and conditions of the agreement (the "Agreement")
between you and the Company under which the Company will secure your personal
services as a consultant.
1. For the period May 1, 2002 through April 30, 2004, you will be available to
the Company at mutually convenient times and places for consultation with
the Company.
2. 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, (the
"Company") 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. In the event you breach this restrictive covenant, the Company
shall be entitled to the remedies outlined in paragraph 3 below with
respect to breach of Confidential Information.
3. You agree to keep secret and retain in strictest confidence, and shall not,
without the prior written consent of the 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, 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
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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, subject to a hearing as
soon thereafter as possible. Nothing contained herein shall be construed as
prohibiting the Company from pursuing any other remedies available to it
for failing to keep your promise, including the recovery of any damage
which it is able to prove. 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 value of compensation
received under the Agreement if you break your promise and divulge
Confidential Information or break your promises under paragraphs 2, 13 and
14.
4. You acknowledge that all written materials or documents containing
Confidential Information prepared by you or coming into your possession
because of your employment with the Company are and shall remain the
property of the Company. You agree to return to the Company all such items
in your possession, together with all copies of such items, no later than
your last day worked, except those items to be declared by you to the
Company as required to provide consulting services to the Company under
this Agreement.
5. You agree that any information received by you during the execution of your
responsibilities for the Company in accordance with this Agreement, which
concerns the personal, financial or other affairs of the Company, will be
treated as Confidential Information in accordance with paragraph 3 above,
and will not be revealed to any other persons, firms or organizations.
6. Each party to this Agreement 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 compensation received/paid under this
Agreement, and if the breaching party is you this Agreement will be
terminated by the Company.
7. Pending approval of the Compensation Committee, as consideration for this
Agreement and for your active support to retain key leaders including
X. Xxxx and Xxxxxxxx Xxxxxxx, the Company will, during the term of this
Agreement, pay you (euro)1,000,000 per year. The first payment of
(euro)500,000 for the first six months of the Agreement will be made in
April 2002. Subsequently you will be paid every three months, in arrears.
You may not delegate all or any portion of an assignment to anyone
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else without first obtaining written consent from the Company. In addition,
pending approval of the Compensation Committee:
o You will be allowed to keep your Restricted Stock granted upon your
hire into the Company. Restrictions will continue, consistent with the
initial grant.
o Your Stock Options and Performance Stock Rights will be treated
consistent with the 1998 Long-Term Incentive Plan and the terms and
conditions of these grants. Stock options will continue to vest and
may be exercised for 90 days after separation from the Company.
Performance Stock Rights would continue to earn out for their
respective performance periods and be treated consistent with the
Plan.
o Outstanding Restricted Stock Units are cancelled and replaced with a
grant of Restricted Stock in the same number of shares as the RSUs.
The grant will be made effective upon the date of approval by the
Committee. Restrictions would lapse on April 30, 2004, consistent with
the two-year term of the Agreement.
8. Both you and the Company agree that you will act as an independent
contractor in the performance of the duties under 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.
9. During the term of this Agreement, upon request and as available, visitor
office space will be provided at the Ford World Headquarters in Dearborn.
10. You will be reimbursed for reasonable business-related expenses and travel
that we authorize you to take, consistent with Ford policies and
procedures.
11. During the term of this Agreement, one new model Aston Xxxxxx or Range
Rover vehicle will be provided for your use each year of the Agreement.
12. Notwithstanding the provisions above, nothing in this Agreement constrains
the parties from discussing your re-employment with the Company during the
term of this Agreement or after. If re-employment were to occur during the
term of this Agreement, the Agreement would be terminated.
13. 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
paragraph 3.
14. During the term of this Agreement, you shall not, directly or indirectly,
as 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
paragraph 3.
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15. If any court of competent jurisdiction or arbitrator shall at any time deem
the restrictive period or any other particular restrictive covenant in this
Agreement too lengthy, or the scope of the geographic area of non compete
too extensive, the other provisions of this Agreement shall nevertheless
stand and the restrictive period shall be deemed to be the longest period
permissible by law under the circumstances and the geographic restriction
shall be deemed to comprise the largest territory permissible by law under
the circumstances. The court or arbitrator in each case shall reduce the
restriction period and the geographic area to permissible size and
duration.
16. With the written concurrence of both parties, this Agreement can be renewed
annually.
* * * * * * * * * * * * * * * * * * * *
If the foregoing is agreeable to you, please sign and return the enclosed copy
of 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
By:/s/Xxx X. Xxxxxx
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AGREED:
/s/Xxxxxxxx Xxxxxxx
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Xx. Xxxxxxxx Xxxxxxx
16 04 02
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Date
