FMC Form 8k 02/09/2006
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:
February 9,
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
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|
(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
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(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))
-2-
Item
1.01. Entry
into a Material Definitive Agreement.
Greg
C. Smith, Vice
Chairman of the Company, will retire effective March 1, 2006. On February
9,
2006, the Compensation Committee of the Board of Directors of the Company
approved the terms of Mr. Smith'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. Smith. He will be entitled to retirement benefits under that
plan at the same pension level as designated for a Company Vice Chairman.
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.
Smith
will be eligible to receive a performance-based Restricted Stock Equivalent
award for his 2005 performance and he will be deemed to have met the minimum
holding requirements for any other applicable stock based awards following
his
retirement.
In
order to provide for a smooth transition of Mr. Smith's duties, the Compensation
Committee approved the terms of a consulting agreement to be entered into
between the Company and Mr. Smith. Under the agreement, Mr. Smith will agree
to
be available to serve as a consultant on special assignment to the Chairman
and
Chief Executive Officer commencing on March 1, 2006 and ending November 30,
2006. Mr. Smith's consulting fee will be $225,000, paid $75,000 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. Smith 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. Smith 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:
February 10, 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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