STOCK OPTION AGREEMENT UNDER (Incentive Option)
Exhibit
10-P-3
STOCK
OPTION AGREEMENT UNDER
1998
LONG-TERM INCENTIVE PLAN
(Incentive
Option)
This
AGREEMENT made this ___ day of ___________, by and between Ford Motor Company,
a
Delaware corporation (the "Company"), and «First_MI» «Last_name»
(the
"Optionee"), WITNESSETH:
WHEREAS,
the Optionee is now employed by the Company, or one of its subsidiaries, in
a
responsible capacity and the Company desires to provide an incentive to the
Optionee, to encourage the Optionee to remain in the employ of the Company
or of
one or more of its subsidiaries and to increase the Optionee's interest in
the
Company's long-term success; and as an inducement thereto, the Company has
adopted the 1998 Long-Term Incentive Plan (the "Plan"), to be administered
by
the Compensation Committee (the "Committee"), and has determined to grant to
the
Optionee the option 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 "Terms and
Condition of Stock Option Agreement" attached hereto (the "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
Optionee the right and option to purchase from the Company up to, but not
exceeding in the aggregate, «shares»
shares
of the Company's Common Stock of the par value of $.01 per share ("Stock"),
at a
price of $_______ per share (the "Option").
The
Optionee agrees to remain in the employ of the Company or of one or more of
its
subsidiaries for a period ending on the later of (a) the date one year from
the
date of this Agreement or (b) one year from the latest date to which the
Optionee is obligated to remain in such employ under any option granted to
the
Optionee under the Plan or any Stock Option Plan of the Company or under any
amendment to any such option; provided, however, that, if the second or third
paragraph of Article 2 of the Terms and Conditions shall apply to the Optionee,
such period shall be limited to six months from the date of this Agreement;
and
provided, further, that nothing contained herein or in the Terms and Conditions
shall restrict the right of the Company or any of its subsidiaries to terminate
the employment of the Optionee at any time, with or without cause. The term
"Company" as used in this Agreement and in the 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 or the membership interest of
which is owned directly or indirectly by the Company.
The
Option is intended to be an incentive stock option.
The
grant
of the Option to the Optionee is completely discretionary and does not create
any rights to receive future stock option 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
as
of the above date
By_________________________________
Executive
Compensation Human Resources
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FORD
MOTOR COMPANY
By
____________________________
Executive
Vice President and Chief Financial Officer
Optionee:
«First_MI» «Last_name»_
Optionee
ID: ____________________
By
____________________________
Manager
Compensation Programs
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Terms
and Conditions of Stock Option Agreement
(Incentive
Option)
1998
Long-Term Incentive Plan
Effective
for Options and/or Stock Appreciation Rights granted on or after January 1,
2006.
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1.
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The
Option may not be exercised prior to the date one year from the date
of
the Stock Option Agreement of which these terms and conditions are
a part
(the "Agreement"). Thereafter, the Option may be exercised in installments
as follows:
(a)
Beginning on the date one year from the date of the Agreement, the
Option
may be exercised to the extent of 33% of the shares originally covered
thereby;
(b)
Beginning on the date two years from the date of the Agreement, the
Option
may be exercised to the extent of an additional 33% of the shares
originally covered thereby;
(c)
Beginning on the date three years from the date of the Agreement,
the
Option may be exercised to the extent of an additional 34% of the
shares
originally covered thereby; and
(d)
To the extent not exercised, installments shall be cumulative and
may be
exercised in whole or in part;
all
subject to the Agreement and these terms and conditions and any rules
and
regulations established by the Committee pursuant to the
Plan.
Notwithstanding
the foregoing, if your stock option grant included an incentive stock
option (ISO), the ISO portion of the grant would be maximized within
permissible regulatory limits. This could result in a different number
of
options vesting on the first three anniversary dates of the grant
under
the nonqualified option (NQO) and/or the ISO portion of the grant
than the
number indicated by the schedule above. In any event, the total number
of
NQOs and ISOs in the grant, will, as a whole, vest according to the
schedule above. Your account statement (available online through
a Xxxxx
Xxxxxx phone representative and mailed to you annually) will reflect
the
specific number of ISOs and NQOs vesting on the specific
dates.
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2.
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The
Stock Appreciation Right, if any, granted by the Company to the Optionee
under the Agreement shall entitle the Optionee to receive, without
payment
to the Company and as the Optionee may elect, either (a) that number
of
shares of Stock determined by dividing (i) the total number of shares
of
Stock subject to the Option (or the portion or portions thereof which
the
Optionee from time to time elects to use for purposes of this clause
(a)),
multiplied by the amount by which the fair market value of a share
of
Stock on the day this right is exercised exceeds the option price
set
forth in the Agreement (such amount being hereinafter referred to
as the
"Spread"), by (ii) the fair market value of a share of Stock on the
exercise date; or (b) cash in an amount determined by multiplying
(i) the
total number of shares of Stock subject to the Option (or the portion
or
portions thereof which the Optionee from time to time elects to use
for
purposes of this clause (b)), by (ii) the amount of the Spread; or
(c) a
combination of shares of Stock and cash, in amounts determined as
set
forth in clauses (a) and (b) above; all subject to the terms and
conditions set forth herein and any rules and regulations established
by
the Committee pursuant to the Plan.
The
right of the Optionee to exercise any Stock Appreciation Right shall
be
cancelled if and to the extent that the Option is exercised. The
right of
the Optionee to exercise the Option shall be cancelled if and to
the
extent that shares covered by the Option are used to calculate shares
or
cash received upon exercise of any Stock Appreciation Right.
"Fair
market value" shall mean the average of the highest price and the
lowest
price at which Stock shall have been sold regular way on the New
York
Stock Exchange on the date as of which such computation is to be
made or,
if no such sales shall have been made on such day, on the next preceding
day on which there were such sales of Stock on such Exchange.
If
any fractional share of Stock would otherwise be deliverable to the
Optionee upon exercise of any Stock Appreciation Right, the Optionee
shall
be paid a cash amount equal to the same fraction of the fair market
value
of the Stock on the date of exercise.
Any
Stock Appreciation Right shall become and remain exercisable by the
Optionee only to the extent that the Option becomes and remains
exercisable.
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3.
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Except
as provided in the two paragraphs next following, if, prior to the
date
one year from the date of the Agreement, the Optionee's employment
with
the Company shall be terminated by the Company, with or without cause,
or
by the act, death, incapacity or retirement of the Optionee, the
Optionee's right to exercise the Option and any Stock Appreciation
Right
shall terminate on the date of such termination of employment and
all
rights hereunder and under the Agreement shall cease.
Notwithstanding
the provisions of the next preceding paragraph, if the Optionee's
employment with the Company shall be terminated by reason of retirement,
release because of disability or death, and the Optionee had remained
in
the employ of the Company for at least six months following the date
of
the Agreement, and subject to the provisions of Article 3 hereof,
all the
Optionee's rights hereunder and under the Agreement shall continue
in
effect or continue to accrue until the date ten years after the date
of
the Agreement, subject, in the event of the Optionee's death during
such
ten year period, to the provisions of the sixth paragraph of this
Article
and subject to any other limitation contained herein or in the Agreement
on the exercise of the Option or any Stock Appreciation Right in
effect at
the date of exercise.
Notwithstanding
anything to the contrary set forth herein or in the Agreement, if
the
Optionee's employment with the Company shall be terminated at any
time by
reason of a sale or other disposition (including, without limitation,
a
transfer to a "Joint Venture" (as hereinafter defined)) of the division,
operation or subsidiary in which the Optionee was employed or to
which the
Optionee was assigned, all the Optionee's rights under the Option
and any
Stock Appreciation Right shall become immediately exerciseable and
continue in effect until the date five years after the date of such
termination (but not later than the date ten years from the date
of grant
of the Option), provided the Optionee shall satisfy both of the following
conditions:
(a)
the Optionee, at the date of such termination, had remained in the
employ
of the Company for at least three months following the grant of the
Option
and any Stock Appreciation Right, and
(b)
the Optionee continues to be or becomes employed in such division,
operation or subsidiary following such sale or other disposition
and
remains in such employ until the date of exercise of the Option or
any
Stock Appreciation Right (unless the Committee, or any committee
appointed
by it for the purpose, shall waive this condition (b)).
Upon
termination of the Optionee's employment with such (former) division,
operation or subsidiary following such sale or other disposition,
any then
existing right of the Optionee to exercise the Option or any Stock
Appreciation Right shall be subject to the following limitations:
(i) if
the Optionee's employment is terminated by reason of disability,
death or
retirement with the approval of his or her employer, the Optionee's
rights
shall continue as provided in the preceding sentence with the same
effect
as if his or her employment had not terminated; (ii) if the Optionee's
employment is terminated by reason of discharge or voluntary quit,
the
Optionee's rights shall terminate on the date of such termination
of
employment and all rights under the Option and any Stock Appreciation
Right shall cease; and (iii) if the Optionee's employment is terminated
for any reason other than a reason set forth in the preceding clauses
(i)
and (ii), the Optionee shall have the right, within three months
after
such termination, to exercise the Option to the extent that it or
any
installment thereof shall have accrued at the date of such termination
and
shall not have been exercised, subject in the case of any such termination
to the provisions of Article 4 hereof and any other limitation on
the
exercise of the Option or any Stock Appreciation Right in effect
at the
date of exercise. For purposes of this paragraph, the term "Joint
Venture"
shall mean any joint venture corporation or partnership, or comparable
entity, in which the Company has a substantial equity
interest.
If,
on or after the date one year from the date of the Agreement, the
Optionee's employment with the Company shall be terminated for any
reason
except retirement, release because of disability, death, release
because
of a sale or other disposition of the division, operation or subsidiary in
which the Optionee was employed or to which the Optionee was assigned,
discharge, release in the best interest of the Company or voluntary
quit,
the Optionee shall have the right, within three months after such
termination, to exercise the Option or any Stock Appreciation Right
to the
extent that it or any installment thereof shall have accrued at the
date
of such termination of employment and shall not have been exercised,
subject to the provisions of Article 4 hereof
and any other limitation contained herein or in the Agreement on
the
exercise of the Option or any Stock Appreciation Right in effect
at the
date of exercise.
If
the Optionee's employment with the Company shall be terminated at
any time
by reason of discharge, release in the best interest of the Company
or
voluntary quit, the Optionee's right to exercise the Option or any
Stock
Appreciation Right shall terminate on the date of such termination
of
employment and all rights hereunder and under the Agreement shall
cease.
If
the Optionee shall die within the applicable period specified in
the
second, third or fourth paragraph of this Article, the beneficiary
designated pursuant to Article 7 hereof or, if no such designation
is in
effect, the executor or administrator of the estate of the decedent
or the
person or persons to whom the Option or any Stock Appreciation Right
shall
have been validly transferred by the executor or the administrator
pursuant to will or the laws of descent and distribution shall have
the
right, within the same period of time as the period during which
the
Optionee would have been entitled to exercise the Option or any Stock
Appreciation Right if the Optionee had not died, to exercise the
Option or
any Stock Appreciation Right (except that, if the fourth paragraph
of this
Article shall apply to the Optionee, the Option may be exercised
only to
the extent that it or any installment thereof shall have accrued
at the
date of death and shall not have been exercised, and except that
the
period of time within which the Option shall be exercisable following
the
date of the Optionee's death shall not be less than one year (unless
the
Option by its terms expires earlier)), subject to the provision that
neither the Option nor any Stock Appreciation Right shall be exercised
under any circumstances beyond ten years from the date of the Agreement
and to any other limitation on the exercise of the Option or any
Stock
Appreciation Right in effect at the date of exercise.
Notwithstanding
anything to the contrary set forth in the Agreement or in these terms
and
conditions, neither the Option nor any Stock Appreciation Right shall
be
exercised on or after the date ten years from the date of the
Agreement.
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4.
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Anything
contained herein or in the Agreement to the contrary notwithstanding,
the
right of the Optionee to exercise the Option or any Stock Appreciation
Right following termination of the Optionee's employment with the
Company
shall remain effective only if, during the entire period from the
date of
the Optionee's termination to the date of such exercise, the Optionee
shall have earned out such right by (i) making 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 of any subsidiary thereof,
and
(ii) refraining from engaging in any activity that is directly or
indirectly in competition with any activity of the Company or any
subsidiary thereof.
In
the event of the Optionee's nonfulfillment of the condition set forth
in
the immediately preceding paragraph, the Optionee's right to exercise
the
Option or any Stock Appreciation Right shall cease; provided, however,
that the nonfulfillment of such condition may at any time (whether
before,
at the time of or subsequent to termination of his or her employment)
be
waived in the following manner:
(1)
if the Optionee at any time shall have been subject to the reporting
requirements of Section 16(a) of the Securities Exchange Act of 1934,
as
amended (the "Exchange Act") or the liability provisions of Section
16(b)
of the Exchange Act (any such Optionee being hereinafter called a
"Section
16 Person"), such waiver may be granted by the Committee upon its
determination that in its sole judgment there shall not have been
and will
not be any substantial adverse effect upon the Company or any subsidiary
thereof by reason of the nonfulfillment of such condition;
and
(2)
if the Optionee shall not at any time have been a Section 16 Person,
such
waiver may be granted by the Committee (or any committee appointed
by it
for the purpose) upon its determination that in its sole judgment
there
shall not have been and will not be any such substantial adverse
effect.
Anything
contained herein or in the Agreement to the contrary notwithstanding,
the
right of the Optionee to exercise the Option or any Stock Appreciation
Right following termination of the Optionee's employment with the
Company
shall cease on and as of the date on which it has been determined
by the
Committee that the Optionee at any time (whether before or subsequent
to
termination of the Optionee's employment) acted in a manner inimical
to
the best interests of the Company. Conduct which constitutes engaging
in
an activity that is directly or indirectly in competition with any
activity of the Company or
any subsidiary thereof shall be governed by the four immediately
preceding
paragraphs of this Article and shall not be subject to any determination
under this paragraph.
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5.
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Payment
for any shares of Stock purchased upon exercise of the Option shall
be
made in full at the time of exercise. Such payment may be made in
cash, by
wire, by delivery of shares of Stock beneficially owned by the Optionee
or
by a combination of cash and Stock, at the election of the Optionee;
provided, however, that any shares of Stock so delivered shall have
been
beneficially owned by the Optionee for a period of not less than
six
months prior to the date of such exercise. Any shares of Stock so
delivered shall be valued at their fair market value on the date
of such
exercise.
The
Optionee, from time to time during the period when the Option and
any
Stock Appreciation Right may by its terms be exercised, (a) may exercise
the Option in whole or in part by delivering to the Company or its
designee: (i) a written notice signed by the Optionee stating the
number
of shares that the Optionee has elected to purchase at that time
from the
Company, and (ii) a check or wire transfer in an amount, or (in accordance
with the two preceding paragraphs) shares of Stock having a value,
equal
to the purchase price of the shares then to be purchased, or a combination
of shares of Stock and cash, or (b) may exercise any Stock Appreciation
Right in whole or in part by delivering to the Company a written
notice
signed by the Optionee stating (i) the number of shares covered by
the
Option he or she has elected to use to compute the number of shares,
and/or (ii) the number of shares covered by the Option he or she
has
elected to use to compute the amount of cash, to be received from
the
Company pursuant to exercise of any Stock Appreciation Right. The
Committee, if it shall deem it necessary or desirable for any reason
connected with any law or regulation of any governmental authority
relating to the regulation of securities, may require the Optionee
to
execute and file with it such evidence as it may deem necessary that
the
Optionee is acquiring any shares of Stock for investment and not
with a
view to their distribution and, by way of the adoption of rules and
regulations or otherwise, impose conditions as to the time and manner
of
exercise of any Stock Appreciation Right by any person or class or
persons.
As
soon as practicable after receipt by the Company or its designee
of such
notice, check or wire transfer and/or shares of Stock (if the Option
is
exercised in whole or in part) and such evidence of intent to acquire
for
investment as may be required by the Committee, the Company shall
issue
the appropriate number of shares in the name of the Optionee and
deliver
the certificate therefor to the Optionee. The number of shares shall
be
adjusted appropriately, or other appropriate arrangements shall be
made,
for any taxes required to be withheld by federal, state or local
law.
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6.
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As
a condition of the granting of the Option, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement which
shall
arise under or as a result of the Agreement or these terms and conditions
shall be determined by the Committee in its sole discretion and judgment
and that any such determination and any interpretation by the Committee
of
the Agreement or of these terms and conditions shall be final and
shall be
binding and conclusive for all purposes.
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7.
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Unless
the Committee determines otherwise neither the Option nor any Stock
Appreciation Right is transferable by the Optionee otherwise than
by will
or the laws of descent and distribution, and, during the Optionee's
lifetime, is exercisable only by the Optionee or the Optionee's guardian
or legal representative. Once transferred by will or by the laws
of
descent and distribution, neither the Option nor any Stock Appreciation
Right shall be further transferable. Any transferee of the Option
and any
Stock Appreciation Right shall take the same subject to the terms
and
conditions set forth herein. No such transfer of the Option shall
be
effective to bind the Company unless the Company shall have been
furnished
with written notice thereof and a copy of the will and/or such other
evidence as the Committee may deem necessary to establish the validity
of
the transfer and the acceptance by the transferee or transferees
of the
terms and conditions set forth herein. No assignment or transfer
of the
Option and any Stock Appreciation Right, or of the rights represented
thereby, other than as provided in this Article, shall vest in the
purported assignee or transferee any interest or right therein
whatsoever.
Notwithstanding
anything to the contrary set forth herein, the Optionee may file
with the
Company or its designee a written designation of beneficiary or
beneficiaries (subject to such limitations as to the classes and
number of
beneficiaries and contingent beneficiaries and such other limitations
as
the Committee from time to time may prescribe) to exercise, in the
event
of the Optionee's death, the Option or any Stock Appreciation Right
subject to the terms and conditions set forth herein and to receipt
by the
Company of such evidence as the Committee may deem necessary to establish
the acceptance by the beneficiary or beneficiaries of the terms and
conditions set forth herein. The Optionee shall be deemed to have
designated as beneficiary or beneficiaries the person or persons
who
receive the Optionee's life insurance proceeds under the basic Company
Life Insurance Plan unless the Optionee shall have assigned such
life
insurance or shall have filed with the Company a written designation
of a
different beneficiary or beneficiaries. The Optionee may from time
to time
revoke or change any such designation of beneficiary and any designation
of beneficiary by the Optionee shall be controlling over any other
disposition, testamentary or otherwise; provided, however, that if
the
Committee shall be in doubt as to the entitlement of any such beneficiary
to exercise the Option or any Stock Appreciation Right, the Committee
may
determine to recognize only an exercise by the legal representative
of the
Optionee, in which case the Company, the Committee and the members
thereof
shall not be under any further liability to anyone.
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8.
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The
Optionee, a beneficiary designated pursuant to Article 7 hereof or
a
transferee of the Option or any Stock Appreciation Right shall have
no
rights as a stockholder with respect to any share covered by the
Option or
any Stock Appreciation Right until such person shall have become
the
holder of record of such share, and, except as provided in Article
10
hereof, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash or securities or other property) or
distributions or other rights in respect of such share for which
the
record date is prior to the date upon which such person shall become
the
holder of record thereof.
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9.
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The
existence of the Option or any Stock Appreciation Right shall not
affect
in any way the right or power of the Company or its stockholders
to make
or authorize any adjustments, recapitalizations, reorganizations
or other
changes in the Company's capital structure or its business, or any
merger
or consolidation of the Company, or any issue of bonds, debentures,
preferred or prior preference stocks ahead of or affecting the Stock
or
the rights thereof, or the dissolution or liquidation of the Company,
or
any sale or transfer of all or any part of its assets or business,
or any
other corporate act or proceedings whether of a similar character
or
otherwise.
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10.
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The
shares covered by the Option and any Stock Appreciation Right are
shares
of Stock as presently constituted, but if, and whenever, prior to
the
delivery by the Company of all of the shares of Stock deliverable
upon
exercise of the Option or any Stock Appreciation Right, the Company
shall
effect the payment of a stock dividend on Stock payable in shares
of
Stock, a subdivision or combination of the shares of Stock, or a
reclassification of Stock, the number and price of shares remaining
under
the Option or any Stock Appreciation Right shall be appropriately
adjusted. Such adjustment shall be made by the Committee, whose
determination as to what adjustment shall be made, and the extent
thereof,
shall be final and shall be binding and conclusive for all purposes.
Any
such adjustment may provide for the elimination of any fractional
share
which might otherwise become subject to the Option.
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11.
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Except
as hereinbefore expressly provided, (a) the issue by the Company
of shares
of Stock of any class, or securities convertible into shares of Stock
of
any class, for cash or property or for labor or services, either
upon
direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, or (b) the payment
of a
stock dividend on any other class of the Company's stock, or (c)
any
subdivision or combination of the shares of any other class of the
Company's stock, or (d) any reclassification of any other class of
the
Company's stock, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Stock
subject to the Option or any Stock Appreciation Right.
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12.
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After
any merger of one or more corporations into the Company, or after
any
consolidation of the Company and one or more corporations in which
the
Company shall be the surviving corporation, the Optionee shall, at
no
additional cost, be entitled upon any exercise of the Option or any
Stock
Appreciation Right to receive (subject to any required action by
stockholders), in lieu of the number of shares as to which the Option
or
any Stock Appreciation Right shall then be so exercised, the number
and
class of shares of stock or other securities to which the Optionee
would
have been entitled pursuant to the terms of the agreement of merger
or
consolidation if at the time of such merger or consolidation the
Optionee
had been a holder of record of a number of shares of Stock equal
to the
number of shares as to which such Option or any Stock Appreciation
Right
shall then be so exercised. Comparable rights shall accrue to the
Optionee
in the event of successive mergers or consolidations of the character
described above or in the event of any exercise of any Stock Appreciation
Right for cash following any such merger or consolidation. Anything
contained herein or in the Agreement to the contrary notwithstanding,
upon
the dissolution or liquidation of the Company, or upon any merger
or
consolidation in which the Company is not the surviving corporation,
the
Option and any Stock Appreciation Right shall terminate; but if a
period
of one year from the date of the Agreement shall have expired, the
Optionee shall have the right, immediately prior to such dissolution,
liquidation, merger or consolidation, to exercise the Option or any
Stock
Appreciation Right in whole or in part to the extent it shall not
have
been exercised, without regard to the installment provisions of Article
1
hereof but subject to any other limitation contained herein or in
the
Agreement on the exercise of the Option and any Stock Appreciation
Right
in effect on the date of exercise. In the event of any other event
affecting Stock, an appropriate adjustment shall be made in the number
and
price of shares remaining under, and other terms and provisions of,
the
Option and any Stock Appreciation Right. The foregoing adjustments
and the
manner of application of the foregoing provisions shall be determined
by
the Committee in its sole discretion, and such determination shall
be
final and d shall be binding and conclusive for all purposes. Any
such
adjustment may provide for the elimination of any fractional share
which
might otherwise become subject to the Option.
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13.
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Optionee
acknowledges and agrees that, in order for the Company to perform
its
requirements under the Plan, the Company may process, for an indefinite
period of time, personal data about Optionee. Such data includes,
but is
not limited to, the information provided in the Option grant materials
and
any changes thereto, and other appropriate personal data about Optionee,
including information about Optionee's participation in the Plan
and
options exercised under the Plan from time to time. Optionee also
hereby
gives for an indefinite period of time Optionee's explicit consent
to the
Company to collect, use, store and transfer any such personal data
for use
in the United States of America or any other required location. The
legal
persons for whom the personal data is intended include Ford and any
of its
subsidiaries, the outside plan administrator as selected by the Company
from time to time and an other person that the Company may deem
appropriate in its administration of the Plan. Optionee has been
informed
of Optionee's right to access and correct Optionee's personal data
by
contacting Optionee's local Human Resources Representative. Optionee
has
been informed of Optionee's right to withdraw at any time Optionee's
consent to the processing of personal data. Optionee has been informed
that the provision of personal data is voluntary. Optionee understands
that the transfer of the information outlined here is important to
the
administration of the Plan. Optionee's consent is given freely and
is
valid as long as it is needed for administration of the Plan or to
comply
with applicable legal requirements. Optionee's failure to consent
to the
Company's collection, use, storage and transfer of such personal
data may
limit Optionee's right to participate in the Plan. For purposes of
this
paragraph, the term "Company" shall be deemed to include Ford Motor
Company, Optionee's employer, and any other affiliate of Ford Motor
Company involved in the administration of the Plan.
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14.
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Optionee
acknowledges that the Company is entitled to terminate the Plan
unilaterally, and Optionee hereby waives any right to receive Plan
benefits in the event that the Plan is terminated or Optionee's right
to
exercise the Option otherwise terminates under the terms of the Agreement.
Optionee further acknowledges that the Company's grant of the option
to
Optionee is not an element of the Optionee's compensation and that
the
option is awarded in the Company's discretion. Optionee further
acknowledges that receipt of the Option does not entitle Optionee
to any
further grants of an Option in the future, and that the Company does
not
guarantee that benefits under the Plan will have a particular value
or be
granted to Optionee in the future.
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15.
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Notwithstanding
any of the other provisions of the Agreement or these terms and
conditions, the Optionee agrees not to exercise the Option or any
Stock
Appreciation Right, and that the Company will not be obligated to
issue
any shares pursuant to the Agreement, if the exercise of the Option
or any
Stock Appreciation Right or the issuance of such shares would constitute
a
violation by the Optionee or by the Company of any provisions of
any law
or regulation of any governmental authority. Any determination of
the
Committee in this connection shall be final and shall be binding
and
conclusive for all purposes. The Company shall in no event be obligated
to
take any affirmative action in order to cause the exercise of the
Option
or any Stock Appreciation Right or the issuance of shares pursuant
thereto
to comply with any law or any regulation of any governmental
authority.
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16.
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Every
notice relating to the Agreement shall be in writing and shall be
given by
registered mail with return receipt requested. All notices to the
Company
shall be addressed to:
Xxxxx
Xxxxxx, Inc.,
Ford
Service Center,
1001
Page Mill Road,
Xxxx.
0, Xxxxx 000
Xxxx
Xxxx, XX 00000, XXX
Phone
No: 000-000-XXXX (3673) (U.S.); 000-000-0000 (Non U.S.)
Fax
No.: 000-000-0000
All
notices by the Company to the Optionee shall be addressed to the
current
address of the Optionee as shown on the records of the Company. Either
party by notice to the other may designate a different address to
which
notices shall be addressed. Any notice given by the Company to the
Optionee at his or her last designated address shall be effective
to bind
any other person who shall acquire rights under the
Agreement.
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17.
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Whenever
the term "Optionee" is used in any provision of the Agreement or
these
terms and conditions under circumstances such that the provision
should
logically apply to any other person or persons designated as a beneficiary
pursuant to the provisions of Article 7 hereof, or to whom the Option
and
any Stock Appreciation Right, in accordance with the provisions of
Article
7 hereof, may be transferred, the term "Optionee" shall be deemed
to
include such person or persons.
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18.
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The
Agreement has been made in and it and these terms and conditions
shall be
construed in accordance with the laws of the State of
Michigan.
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