FMC Form 8-K 05/10/2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report: May
10, 2006
(Date
of
earliest event reported)
FORD
MOTOR COMPANY
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
|
1-3950
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38-0549190
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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| |
|
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One
American Road, Dearborn, Michigan
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48126
|
|
(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code 313-322-3000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
140.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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2
-
Item
1.01. Entry into a Material Definitive Agreement.
James
J.
Padilla, President and Chief Operating Officer of the Company, will retire
effective July 1, 2006. On May 10, 2006, the Compensation Committee of the
Board
of Directors of the Company approved the terms of Mr. Padilla's retirement
arrangement under the terms of the Select Retirement Plan, which requires that
he sign a separation waiver agreement. This arrangement will be confirmed in
an
agreement between the Company and Mr. Padilla. He will be entitled to retirement
benefits under that plan as designated for a Company President and Chief
Operating Officer. He also will be eligible for the same post-retirement
benefits, such as health care and life insurance on the same terms and
conditions as other Company salaried employees retiring at the same time. He
also will be eligible for two executive vehicles under the Executive Evaluation
Vehicle Program, consistent with standard benefits under that program. In
connection with his retirement arrangement, he will agree not to enter into
any
arrangement that would be competitive with the Company or any subsidiaries
and
to maintain confidentiality on all Company matters, refrain from engaging in
inimical conduct toward the Company and assist in litigation on the Company's
behalf. In addition, Mr. Padilla will be eligible to receive a performance-based
Restricted Stock Equivalent award for his 2006 performance and to receive
non-prorated Final Awards for his outstanding Performance Stock Rights. Further,
restrictions on his Restricted Stock Equivalents award for 2005 performance
will
lapse as of July 1, 2006. Mr. Padilla will be deemed to have met the minimum
holding period requirements for any of his stock-based awards.
In
order
to provide for a smooth transition of Mr. Padilla's duties, the Compensation
Committee approved the terms of a consulting agreement to be entered into
between the Company and Mr. Padilla. Under the agreement, Mr. Padilla will
agree
to be available to serve as a consultant on special assignment to the Chairman
and Chief Executive Officer commencing on July 1, 2006 and ending June 30,
2007.
Mr. Padilla's consulting fee will be $592,080, paid $148,020 for each three
month period in advance. The fee will be pro-rated if the agreement is
terminated prior to the end of any such three month period. During the term
of
the agreement, Mr. Padilla will be reimbursed for customary and reasonable
business-related expenses and travel that he is authorized to take, consistent
with Company policies and procedures.
During
the term of the agreement, Mr. Padilla will be provided with an office and
computer support when in Dearborn and will be provided travel support services
by the Company in making aircraft travel arrangements in connection with
services to be provided under the agreement. He will not be entitled to use
the
Company aircraft. He also will be provided a laptop computer, software, a
docking station with monitor, printer, fax machine and wireless support, email,
internet connection, and phone service for use during the term of the
agreement.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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FORD
MOTOR COMPANY
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(Registrant)
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Date:
May 15, 2006
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By:
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/s/Kathryn
S. Lamping
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Kathryn
S. Lamping
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Assistant
Secretary
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