Directors Life Insurance and Optional Retirement Plan - Ford Motor Co.
FORD MOTOR COMPANY
DIRECTORS LIFE INSURANCE
AND OPTIONAL RETIREMENT PLAN
(as amended as of January 1, 1993)
SECTION 1. INTRODUCTION. This Plan has been established for the purpose of
providing Eligible Directors, and Eligible Retired Directors, as herein
defined, with life insurance and optional retirement benefits under certain
circumstances. The Plan is an expression of the Company's present policy with
respect to those Company directors and retired directors who meet the
eligibility requirements set forth below; it is not a part of any contract of
employment and no director or other person shall have any legal or other right
to any benefit under the Plan. The Company reserves the right to terminate,
amend or modify the Plan, in whole or in part, at any time without notice.
SECTION 2. DEFINITIONS. As used in this Plan:
a. "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company.
b. "COMPANY" shall mean Ford Motor Company.
c. "DIRECTOR SERVICE" shall mean years of service as a member of the
Board of Directors, not exceeding one year in any calendar year.
d. "EFFECTIVE DATE" means November 1, 1985.
e. "ELIGIBLE DIRECTOR" shall mean a member of the Board of Directors
on or after the Effective Date who is not a Company employee and has
not retired from Company employment on or after December 1, 1977.
f. "ELIGIBLE RETIRED DIRECTOR" shall mean a Retirement Eligible
Director who shall have retired from the Board of Directors.
g. "NORMAL RETIREMENT AGE" shall mean the date of the annual
stockholders meeting of the Company immediately following the
Retirement Eligible Director's attainment of age 70. "NORMAL
RETIREMENT DATE" shall mean the first day of the first calendar month
coincident with or next following such Retirement Eligible Director's
Normal Retirement Age.
h. "PLAN YEAR" shall mean a calendar year.
i. "RETIREMENT ELIGIBLE DIRECTOR" shall mean an Eligible Director who
has completed at least five years of Director Service and has attained
age 55.
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SECTION 3. BENEFIT.
(a) LIFE INSURANCE. Except as otherwise provided in Section 3(b)
immediately below, an Eligible Director or Eligible Retired Director
shall be entitled to life insurance in the amount of $200,000.
(b) OPTIONAL DEATH AND RETIREMENT BENEFITS. A Retirement Eligible
Director meeting the eligibility requirements set forth in Section
3(b)(1) or (2) below may elect optional death and retirement benefits
described in Section 3(b)(3) below in lieu of the life insurance
described in Section 3(a) immediately above, as follows:
(1) NORMAL RETIREMENT DATE. A Retirement Eligible Director
whose Normal Retirement Date occurs after the Effective Date
may elect the optional death and retirement benefit described
in Section 3(b)(3) below. The election must be made before
December 31 of the Plan Year immediately preceding the Plan
Year in which such director's Normal Retirement Date would
occur.
(2) RESIGNATION PRIOR TO NORMAL RETIREMENT DATE. A
Retirement Eligible Director who resigns from the Board of
Directors on or after January 1, 1993 and prior to such
director's Normal Retirement Date may elect the optional death
and retirement benefit described in Section 3(b)(3) below,
with approval of the Board of Directors. The election must be
made before December 31 of the Plan Year immediately preceding
the Plan Year in which the resignation would become effective,
unless the Board of Directors determines it is impracticable
to do so.
(3) BENEFIT. The optional death and retirement benefit shall
be as follows:
(i) life insurance in the amount of $100,000, plus
(ii) a monthly benefit, payable to such director
during such director's lifetime, in the amount of
$1,250 per month, beginning,
(A) with respect to a Retirement Eligible
Director who has made the election in
accordance with Section 3(b)(1) above, on
such director's Normal Retirement Date; or
(B) with respect to a Retirement Eligible
Director who has made the election in
accordance with Section 3(b)(2) above, on the
first day of the calendar month coincident
with or next succeeding such director's
resignation date.
(4) WAIVER OF CONVERSION RIGHTS. A Retirement Eligible
Director who makes the election provided in this Section 3(b)
must waive any right to the conversion of the reduction in the
amount of the life insurance.
(5) IRREVOCABLE ELECTION. The elections described in
Sections 3(b)(1) and (2) above become irrevocable as
follows:
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(i) with respect to a Retirement Eligible Director
who has made the election in accordance with Section
3(b)(1) above, the election becomes irrevocable as of
the end of the Plan Year prior to the Plan Year in
which such director's Normal Retirement Date would
occur; provided that if such director resigns from
the Board of Directors or dies after making such
election but before such director's Normal Retirement
Date, the option provided in Section 3(b)(1) shall be
cancelled and the life insurance described in
Section 3(a) above shall be applicable;
(ii) with respect to a Retirement Eligible Director
who has made the election in accordance with Section
3(b)(2) above, the election becomes irrevocable as of
the end of the Plan Year prior to the Plan Year in
which such director's resignation becomes effective,
unless the Board of Directors made a determination of
impracticability, as provided in Section 3(b)(2), in
which event the election becomes irrevocable as of
the effective date of the resignation; provided that
if such director dies after making such election but
before such director's resignation becomes effective,
the option provided in Section 3(b)(2) shall be
cancelled and the life insurance described in Section
3(a) above shall be applicable.
SECTION 4. PAYMENTS. The life insurance described in Section 3(a) or 3(b)
(3)(i) shall be provided by the purchase from an insurance carrier of an
insurance contract upon terms and conditions approved by the Executive Vice
President and Chief Financial Officer or the Vice President-Finance and
Treasurer or the designee of either such officer. The retirement benefits
provided in Section 3(b) (3)(ii) shall be payable out of the Company's general
funds beginning on the date described in Section 3(b)(3)(ii)(A) or (B), as
applicable, and shall cease at the end of the month in which such Eligible
Retired Director dies.
SECTION 5. DESIGNATION OF BENEFICIARY. The death benefits payable under the
life insurance described in Section 3(a) or 3(b) (3)(i) shall be paid to the
Eligible Director's or Eligible Retired Director's designated beneficiary, as
applicable, or if there is no such beneficiary shall be paid in accordance with
the provisions of the life insurance contract.
SECTION 6. ADMINISTRATION AND INTERPRETATION. The Vice-President - Employee
Relations and the Vice President-Finance and Treasurer shall have full power
and authority on behalf of the Company to administer and interpret the Plan.
All decisions with respect to the administration and interpretation of the Plan
shall be final and shall be binding upon all persons.
SECTION 7. AMENDMENTS AND TERMINATION. The Board of Directors of the Company
shall have the right at any time to amend, modify, discontinue or terminate
this Plan in whole or in part; provided, however, that no such action shall
deprive the beneficiary or estate of life insurance proceeds with respect to an
Eligible Director or Eligible Retired Director who shall have died prior to the
date of such action by the Board of Directors.