Trade Secrets/ Non-Compete Statement - Ford Motor Co.
Most of the Company's executive officers, including all current officers who
were named in the Summary Compensation Table of the Company's 2002 proxy
statement, signed a non-compete agreement, substantially in the form shown
below except that William Clay Ford, Jr., our Chairman and Chief Executive
Officer, and Allan Gilmour, our Vice Chairman and Chief Financial Officer, did
not receive the remuneration stated in the agreement below.
Trade Secrets/ Non-Compete Statement
[I acknowledge to Ford Motor Company (including, as used herein, any affiliates
of Ford Motor Company)]
[I acknowledge that one of the factors Ford Motor Company considered and relied
on in offering employment to me was my willingness to sign and execute this
statement. I also acknowledge to Ford Motor Company (including, as used herein,
any affiliates of Ford Motor Company)]
o I am aware of trade secrets and/or other confidential or proprietary
information concerning the business plans, strategies, tactics,
manufacturing know-how, good will, sources of supply, customers and other
trade secrets or confidential information not generally known to others
engaged in similar businesses; and,
o During the course of my continued employment, I will become aware of trade
secrets or other confidential or proprietary information concerning the
business plans, strategies, tactics, manufacturing know-how, sources of
supply, customers and other trade secrets or confidential information not
generally known to others engaged in similar businesses.
I agree that Ford Motor Company is entitled to be protected from the possibility
that I may seek to become or actually become associated with a business that
competes with Ford Motor Company. This would be unfair competition, because I
have, and will have, extensive knowledge about Ford Motor Company, including the
confidential information described above.
I also agree:
o For a period of two years immediately following my voluntary termination,
as an officer, director or employee of Ford Motor Company, I shall not,
directly or indirectly, work for or associate with any business that
competes in trade or commerce with Ford Motor Company; and
o Always to refrain from any direct or indirect use or disclosure (whether
intentional, negligent or reckless) of any trade secret or confidential or
proprietary information belonging to Ford Motor Company to any person or
business, without regard to the nature of my termination; and,
o To refrain from taking any action that will cause the termination or
interference of existing business relationships between or among Ford
Motor Company, Ford Motor Company employees, and any of their customers or
suppliers for two years following my voluntary termination from Ford Motor
Company.
I acknowledge that if I violate any of the terms of this memorandum, I will
cause severe, immediate and irreparable harm to Ford Motor Company.
My decision to sign this memorandum was made voluntarily and freely[, and, in
consideration of ][a restricted stock* grant of Ford common stock having the
value of one times my current base salary, the sufficiency and receipt of which
is acknowledged. The actual number of shares will be determined by using the
Fair Market Value (FMV) of the Ford stock on May 31, 2002. FMV is the average of
the high and low stock prices on May 31, 2002. The stock will be issued as of
June 1, 2002 with restrictions that will lapse on the 3rd anniversary of the
grant] [my election as an officer of the Company and related compensation,
benefits, and perquisites].
I acknowledge that this statement does not, and will not, alter my status as an
employee-at-will. If any of the terms of this memorandum are found by a court
of competent jurisdiction to be unenforceable due to the duration, scope,
geography or territory, I agree that the court shall be authorized to construe
or interpret these terms in a manner that makes this memorandum enforceable
within that jurisdiction. The law of the State of Michigan (excluding its
conflict of laws provisions) shall govern the meaning, construction and
interpretation of this memorandum even if I am employed elsewhere.
Nothing contained in this document shall be construed to supersede, modify or
affect the terms or provisions of any existing executive or employee benefit
plan.
This memorandum may not be changed or amended unless it is in writing and signed
by the parties.
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*In certain countries where restricted stock is taxed at the time of grant,
restricted stock equivalents were granted in lieu of restricted stock.
Signed by:
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Date:
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