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1-3950
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38-0549190
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(Commission File Number)
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(IRS Employer Identification No.)
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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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Designation
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Description
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Method of Filing
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Executive Separation Allowance Plan, as amended
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Filed with this Report
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and restated effective as of January 1, 2018
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Benefit Equalization Plan, as amended and restated
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Filed with this Report
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effective as of January 1, 2018
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Defined Benefit Supplemental Executive Retirement
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Filed with this Report
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Plan, as amended and restated effective as of
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January 1, 2018
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Select Retirement Plan, as amended and restated
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Filed with this Report
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effective as of January 1, 2018
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FORD MOTOR COMPANY
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(Registrant)
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Date: February 7, 2018
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By:
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/s/ Corey M. MacGillivray
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Corey M. MacGillivray
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Assistant Secretary
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2.01
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"Affiliate"
shall mean, as applied with respect to any person or legal entity specified, a person or legal entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person or legal entity specified.
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2.02
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"BEP"
shall mean the Ford Motor Company Benefit Equalization Plan, as amended.
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2.03
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"Code"
shall mean the Internal Revenue Code of 1986, as amended.
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2.04
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"Committee"
shall mean Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer (or, in the event of a change in title, such officer’s functional equivalent), and such person or persons to whom the Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer delegate authority to administer the Plan.
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2.05
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"
Company"
shall mean Ford Motor Company and such of the subsidiaries of Ford Motor Company as, with the consent of Ford Motor Company, shall have adopted this Plan.
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2.06
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"Compensation Committee"
shall mean the Compensation Committee of the Board of Directors of Ford Motor Company.
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2.07
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"Contributory Service"
shall mean, without duplication, the Eligible Leadership Level One or Two Employee’s years and any fractional year of contributory service under the GRP at the earlier of the Eligible Leadership Level One or Two Employee’s termination of employment or the Freeze Date, not exceeding one year for any calendar year.
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2.08
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"Credited Service"
shall mean, without duplication, the the Eligible Leadership Level One or Two Employee’s years and any fractional year of credited service
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2.09
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"DB SERP"
shall mean the Ford Motor Company Defined Benefit Supplemental Executive Retirement Plan, as amended.
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2.10
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"Eligible Leadership Level One or Two Employee(s)"
shall mean a Leadership Level One or Two Employee who was hired or rehired prior to January 1, 2004 and who meets the eligibility criteria set forth in Section 3, or for periods prior to January 1, 2000, shall mean an Executive Roll Employee who meets the eligibility criteria set forth in Section 3.
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2.11
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"Eligible Surviving Spouse"
shall mean an individual to whom an Eligible Leadership Level One or Two Employee legally is married under the laws of the state or foreign jurisdiction where the marriage took place prior to such Retired Executive’s benefit commencement date and for at least one year as of the date of the Retired Executive’s death.
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2.12
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"Executive Separation Allowance(s)"
shall mean benefits payable under this Plan as determined in accordance with Section 4.
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2.13
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"Freeze Date"
shall mean the later of December 31, 2019, or the end of the month during which the Eligible Leadership Level One or Two Employee reaches 35 years of Credited Service.
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2.14
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"GRP"
shall mean the Ford Motor Company General Retirement Plan, as amended.
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2.15
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"Leadership Level One or Two Employee"
shall mean an employee of the Company (but for periods prior to July 1, 1996, excluding a Company employee who is an employee of Jaguar Cars, a division of the Company) who is assigned to the Leadership Level One or Two, or its equivalent, as such term is defined in the Employee Relations Administration Manual as from time to time constituted.
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2.16
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"Named Executive Officer(s)"
shall mean any Chief Executive Officer that served during the last completed fiscal year, any Chief Financial Officer that served during the last completed fiscal year, the next three most highly compensation executive officers at the end of the last completed fiscal year, and up to two additional individuals who would have been among the most three highly compensated executive officers had they been executive officers at the end of the previous fiscal year end.
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2.17
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"Plan"
shall mean this Ford Motor Company Executive Separation Allowance Plan, as amended.
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2.18
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"Plan Administrator"
shall mean such person or persons to whom the Committee shall delegate authority to administer the Plan, who does not already assume authority as a Committee member.
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2.19
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"Separation From Service"
shall be determined to have occurred on the date on which an Eligible Leadership Level One or Two Employee incurs a “separation from service” within the meaning of Code Section 409A.
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2.20
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"Special Executive Separation Allowance(s)"
shall mean benefits payable under this Plan as determined in accordance with Section 4(C).
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2.21
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"Specified Employee"
shall mean an employee of the Company who is a "Key Employee" as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations thereunder and disregarding Subsection 416(i)(5). A Specified Employee shall be identified as of December 31
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of each calendar year and such identification shall apply to any Specified Employee who shall incur a Separation From Service in the 12-month period commencing April 1
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of the immediately succeeding calendar year. An employee who is determined to be a Specified Employee shall remain a Specified Employee throughout such 12-month period regardless of whether the employee meets the definition of "Specified Employee" on the date the employee incurs a Separation From Service. This provision is effective for Specified Employees who incur a Separation From Service on or after January 1, 2005. For purposes of determining Specified Employees, the definition of compensation under Treasury Regulation Section 1.415(c)-2(d)(3) shall be used, applied without the use of any of the special timing rules provided in Treasury Regulation Section 1.415(c)-2(e) or the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(i), but applied with the use of the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(ii).
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2.22
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"SRP"
shall mean the Ford Motor Company Select Retirement Plan, as amended.
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2.23
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"Subsidiary"
shall mean, as applied with respect to any person or legal entity specified, (i) a person or legal entity, a majority of the voting stock of which is owned or controlled, directly or indirectly, by the person or legal entity specified, or (ii) any other type of business organization in which the person or legal entity specified owns or controls, directly or indirectly, a majority interest.
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(a)
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Base Monthly Salary
. For purposes of the Plan, the "Base Monthly Salary" of a Leadership Level One or Two Employee shall be the highest monthly base salary rate of such employee during the employee's 12 months of service immediately preceding the earlier of the first date after the Freeze Date or Separation From Service with the Company, prior to giving effect to any salary reduction agreement pursuant to an employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (i) to which Code Section 125 or Code Section 402(e)(3), applies or (ii) which provides for the elective deferral of compensation. It shall not include supplemental compensation or any other kind of extra or additional compensation.
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(b)
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Amount of Executive Separation Allowance
. Subject to any limitation in other provisions of the Plan, the gross monthly amount of the Executive Separation Allowance of an Eligible Leadership Level One or Two Employee under Section 3 above shall be such employee's Base Monthly Salary multiplied by a percentage, not to exceed 60%, equal to the sum of (i) 15%, (ii) five tenths of one percent (.5%) for each month (or fraction thereof) that such employee's age at Separation From Service exceeds 55, not to exceed thirty percent (30%), and (iii) one percent (1%) for each year of such employee's Credited Service in excess of 15, prorated for fractions of a year.
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(c)
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Special Executive Separation Allowances.
In addition to any other Executive Separation Allowance provided under this Plan, the Company may, in its sole discretion, provide Special Executive Separation Allowances to certain Eligible Leadership Level One or Two Employees. Special Executive Separation Allowances provided to Eligible Leadership Level One or Two Employees whose compensation is subject to the executive compensation disclosure rules under the Securities Exchange Act of 1934 shall be set forth in Appendix A. Special Equalization Benefits provided to Eligible Leadership Level One or Two Employees who are not subject to such disclosure rules shall be set forth in a separate confidential schedule to the Plan that is administered by the HR Director-Executive Personnel Office. Any Special Executive Separation Allowance provided pursuant to this Section shall be paid in accordance with the terms and conditions of this Plan, including without limitation Section 5.
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(a)
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Subject to the earning out provisions of Section 6, Executive Separation Allowance payments to an Eligible Leadership Level One or Two Employee, in the net amount determined in accordance with Section 4B above, shall be made monthly from the Company's general funds commencing on or as soon as reasonably practicable after the first day of the month following the date on which the Eligible Leadership Level One or Two Employee has a Separation From Service. Payments to an Eligible Leadership Level One or Two Employee shall cease at the end of the month in which such employee attains age 65 or dies, whichever occurs first. In the event of death of an Eligible Leadership Level One or Two Employee prior to such employee attaining age 65, or in the event of death on or after January 1, 1981 of a Leadership Level One or Two Employee whose Eligible Surviving Spouse meets the eligibility conditions set forth in Section 3 for payments hereunder, payments shall be made to such employee's Eligible Surviving Spouse, if any, commencing as soon as reasonably practicable following the date of the Eligible Leadership Level One or Two Employee's death, and continuing until the earlier of the death of such Eligible
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(b)
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Notwithstanding any other provision of the Plan to the contrary, but subject to the earning out provisions of Section 6, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Executive Separation Allowance benefit to such Specified Employee shall commence on, or as soon as reasonably practicable after, the first day of the seventh month following such Specified Employee’s Separation From Service and any Executive Separation Allowance benefits to which such Specified Employee otherwise would have been entitled during the first six months following such Specified Employee's Separation From Service shall be accumulated and paid in a lump sum payment on or as soon as reasonably practicable after the first day of the seventh month following such Separation From Service. Any payments delayed under this Section shall not bear interest.
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(1)
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with respect to any such Eligible Leadership Level One or Two Employee who at any time shall have been a member of the Board of Directors, a Leadership Level One employee or a Named Executive Officer, such waiver may be granted by the Compensation Committee upon its determination that, in its sole discretion, there shall have not been, and will not be, any substantial adverse effect upon the Company or any Subsidiary or Affiliate thereof by reason of the nonfulfillment of such condition; and
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(2)
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with respect to any other such Eligible Leadership Level One or Two Employee, such waiver may be granted by the Committee upon its determination that, in its sole discretion, there shall not have been and will not be any such substantial adverse
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7.01
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Plan Administration and Interpretation
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(a)
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Notwithstanding any other provisions of the Plan to the contrary, the terms of the Plan shall determine the benefits payable to any person under the Plan, and no person shall be eligible for any benefit under the Plan that would be inconsistent with such terms.
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(b)
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Except as otherwise provided, full authority to administer and interpret this Plan shall be vested in the Committee. The Committee is authorized, in its sole discretion, from time to time, to establish such rules and regulations as it deems appropriate for the proper administration of the Plan, and to make such determinations under, and such interpretations of, and to take such actions in connection with, the Plan as it deems necessary or advisable. Each determination, interpretation, or other action hereunder by the Committee shall be final, binding and conclusive upon all persons for all purposes under the Plan. The Committee may act, in its sole discretion, to delegate administrative and interpretative
authority under this Section to the Plan Administrator.
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(c)
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In the event that an Article, Section or paragraph of the Code, Treasury Regulations, or the GRP is renumbered, such renumbered Article, Section or paragraph shall apply to applicable references in this Plan.
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7.02
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Local Payment Authorities.
The Vice President and Treasurer and the Assistant Treasurer (or, in the event of a change in title, such officer’s functional equivalent) may act individually to delegate authority to administrative personnel for purposes of paying benefits under the Plan to any person.
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7.03
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Deductions.
The Company may deduct from any payment of Executive Separation Allowance to an Eligible Leadership Level One or Two Employee or Eligible Surviving Spouse any and all amounts owed to it by such Eligible Leadership Level One or Two Employee, Eligible Surviving Spouse or any person for any reason, and all taxes required by law or government regulation to be deducted or withheld.
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7.04
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Tax Liabilities.
The Company has no duty to design its compensation policies in a manner that minimizes an individual’s tax liabilities, including tax liabilities arising as a result of Executive Separation Allowances provided under the Plan. No claim shall be made against the Plan relating to tax liabilities arising from employment with the Company and/or any compensation or benefit arrangements sponsored or maintained by the Company, including this Plan.
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7.05
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No Contract of Employment.
The Plan is an expression of the Company's present policy with respect to Eligible Leadership Level One or Two Employees; it is not a part of any contract of employment. No Leadership Level One or Two Employee, Eligible Surviving Spouse, or any other person shall have any legal or other right to any benefit under this Plan.
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7.06
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Executive Separation Allowances Not Funded.
The Company's obligations under this Plan shall not be funded and Executive Separation Allowance benefits under this Plan shall be payable only out of the general funds of the Company.
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7.07
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Governing Law.
Except as otherwise provided under Federal law, the Plan, and all rights thereunder, shall be governed, construed and administered in accordance with the laws of the State of Michigan.
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7.08
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Amendment or Termination.
The Company shall have the right to amend, modify, discontinue or terminate this Plan, in whole or in part, at any time, without notice; provided, however, that no distribution of Executive Separation Allowances shall occur upon termination of this Plan, unless applicable requirements of Code Section 409A have been met. Notwithstanding anything to the contrary herein, benefits payable under this Plan remain subject to the claims of the Company’s general creditors at all times.
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7.09
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Terms Not Otherwise Defined.
Capitalized terms not otherwise defined in this Plan shall have the same meanings ascribed to such terms under the applicable plans.
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7.10
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No Alienation of Benefits.
An Eligible Executive may not assign or alienate any Executive Separation Allowance, and the Plan will not recognize a domestic relations order that purports to assign any Executive Separation Allowance to another person.
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7.11
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Recovery of Overpayment
. Any individual shall repay promptly any and all Executive Separation Allowances received by the individual to which the individual is not entitled. Written notice of any overpayment, the amount owed and actions that
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(a)
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All benefits provided under the Plan are intended to be exempt from, or in compliance with, Code Section 409A, and the regulations issued thereunder, and the Plan is to be construed accordingly. The Company reserves the right to take such action as the Company deems necessary or desirable to ensure benefits provided under the Plan are exempt from, or comply with, as applicable, Code Section 409A, and the regulations issued thereunder.
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(b)
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In no event shall any transfer of liabilities to or from this Plan result in an impermissible acceleration or deferral of any Executive Separation Allowance under Code Section 409A. In the event such a transfer would cause an impermissible acceleration or deferral under Code Section 409A, such transfer shall not occur.
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(c)
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In no event will application of any eligibility requirements under this Plan cause an impermissible acceleration or deferral of any Plan benefits under Code Section 409A.
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(d)
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In the event an Eligible Leadership Level One or Two Employee who is receiving, or is entitled to receive, an Executive Separation Allowance is reemployed following a Separation From Service, distribution of any Executive Separation Allowance shall not cease or be deferred upon such Eligible Leadership Level One or Two Employee's reemployment.
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(e)
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After receipt of any benefits under the Plan, the obligations of the Company with respect to such benefits shall be satisfied and no Eligible Leadership Level One or Two Employee, or such Eligible Leadership Level One or Two Employee’s Eligible Surviving Spouse, beneficiary, or other person shall have any further claims against the Plan or the Company with respect to Plan benefits.
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10.01
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Denial of a Claim.
A claim for benefits under the Plan shall be submitted in writing to the Plan Administrator. If a claim for benefits or participation is denied in whole or in part by the Plan Administrator, the claimant will receive written notification within 90 days from the date the claim for benefits or participation is received. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the claimant. If the Plan Administrator determines that an extension of time to consider a claim and render a decision is needed, written notice of the extension shall be furnished to the claimant as soon as practical.
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10.02
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Review of Denial of Claim.
In the event that the Plan Administrator denies a claim for benefits or participation, the claimant may request a review by filing a written appeal. If the appeal is from an active Leadership Level One employee, a Named Executive Officer or any individual who, at any time, shall have been a member of the Board of Directors, the appeal will be heard by the Compensation Committee. If the appeal is from any other appellant, the appeal will be heard by the Committee. All appeals must be filed within sixty (60) days of the date of the written notification of denial. The appeal will be considered and a decision shall be rendered within 90 days from the date the appeal is received. Under special circumstances, an extension of time to consider the appeal and render a decision may be needed, in which case a decision shall be rendered as soon as practical. In the event such an extension of time is needed to consider the appeal and render a decision, written notice of such time extension shall be provided to the appellant.
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10.03
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Decision on Appeal.
The decision on review of the appeal shall be in writing. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the appellant. Decisions rendered on the appeal are final and conclusive and are only subject to the arbitrary and capricious standard of judicial review.
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10.04
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Limitations Period.
No legal action for benefits under the Plan may be brought against the Plan until after the claim and appeal procedures have been exhausted. Legal actions under the Plan for benefits must be brought no later than two (2) years after the date of the denial of the appeal. No other action may be brought against the Plan more than six (6) months after the date of the last action that gave rise to the claim.
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10.05
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Venue
. An individual shall only bring an action in connection with the Plan in the United States District Court for the Eastern District of Michigan.
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2.01
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“BEP Salary Reductions”
shall mean that portion of salary at the basic salary rate which would have been credited to an Eligible Employee's account before January 1, 1985 pursuant to a salary reduction agreement under the SSIP but which, by reason of Code Section 415, exceeds salary reduction contributions that can be made by the Company on an Eligible Employee's behalf under the Tax-Efficient Savings Program of the SSIP.
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2.02
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“Code”
shall mean the Internal Revenue Code of 1986, as amended.
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2.03
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“Committee”
shall mean Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer (or, in the event of a change in title, such officer’s functional equivalent), and such person or persons to whom the Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer delegate authority to administer the Plan.
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2.04
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“Company”
shall mean Ford Motor Company and such of the subsidiaries of Ford Motor Company as, with the consent of Ford Motor Company, shall have adopted this Plan.
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2.05
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“Compensation Committee”
shall mean the Compensation Committee of the Board of Directors of Ford Motor Company.
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2.06
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“Credited Service”
shall mean, without duplication, the Eligible Employee’s years and any fractional year of credited service under the GRP at the earlier of the Eligible Employee’s termination of employment or the Freeze Date, not exceeding one year for any calendar year.
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2.07
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“DCP”
shall mean the Ford Motor Company Deferred Compensation Plan, as amended.
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2.08
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“Designated Third Party Administrator”
shall be the service provider employed by the Company to act as record keeper to maintain Eligible Employee subaccounts and process notional investment elections.
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2.09
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“Eligible Employee(s)”
shall mean a salaried employee of the Company whose benefits under the GRP, FRP and/or SSIP are limited as a result of the application of the limitations imposed by Code Sections 415 and/or 401(a)(17) or due to base salary deferrals under the DCP.
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2.10
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“Eligible Surviving Spouse”
shall mean an individual to whom a Retired Executive legally is married under the laws of the state or foreign jurisdiction where the marriage took place prior to such Retired Executive’s benefit commencement date and for at least one year as of the date of the Retired Executive’s death.
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2.11
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“Equalization Benefit(s)”
shall mean the benefits as described in Section 3.
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2.12
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“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended.
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2.13
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“ESAP”
shall mean the Ford Motor Company Executive Separation Allowance Plan, as amended.
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2.14
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“FERCO Equalization Benefit(s)”
shall mean a monthly benefit provided pursuant to Section 3.05.
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2.15
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“FERCO SRP”
shall mean the Ford Electronics and Refrigeration Corporation Salaried Retirement Plan, as amended.
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2.16
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“Freeze Date”
shall mean the later of December 31, 2019, or the end of the month during which the Eligible Employee reaches 35 years of Credited Service.
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2.17
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“FRP”
shall mean the Ford Retirement Plan, as amended.
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2.18
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“FRP Equalization Benefit(s)”
shall mean the benefit provided pursuant to Section 3.03.
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2.19
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“GRP”
shall mean the Ford Motor Company General Retirement Plan, as amended.
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2.20
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“Limitations”
shall mean the limitations on benefits and/or contributions imposed on qualified plans by Code Sections 415 and 401(a)(17).
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2.21
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“Named Executive Officer(s)”
shall mean any Chief Executive Officer that served during the last completed fiscal year, any Chief Financial Officer that served during the last completed fiscal year, the next three most highly compensation executive officers at
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2.22
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“Periodic GRP Equalization Benefit(s)”
shall mean a monthly benefit provided pursuant to Section 3.01.
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2.23
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“Plan”
shall mean this Ford Motor Company Benefit Equalization Plan, as amended.
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2.24
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“Plan Administrator”
shall mean such person or persons to whom the Committee shall delegate authority to administer the Plan, who does not already act as a Committee member.
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2.25
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“SSIP”
shall mean the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, as amended.
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2.26
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“SSIP Equalization Benefit(s)”
shall mean the benefit provided pursuant to Section 3.02.
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2.27
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“SSIP Equalization Benefit Account”
shall mean the account in which any SSIP Equalization Benefit shall be credited.
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2.28
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“Separation From Service
” shall be determined to have occurred on the date on which an Eligible Employee incurs a “separation from service” within the meaning of Code Section 409A.
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2.29
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“Special Periodic GRP Equalization Benefit(s)”
shall mean a monthly benefit provided pursuant to Section 3.04.
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2.30
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“Specified Employee”
shall mean an employee of the Company who is a “Key Employee” as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations thereunder and disregarding Subsection 416(i)(5). A Specified Employee shall be identified as of December 31st of each calendar year and such identification shall apply to any Specified Employee who shall incur a Separation From Service in the 12-month period commencing April 1st of the immediately succeeding calendar year. An Eligible Employee who is determined to be a Specified Employee shall remain a Specified Employee throughout such 12-month period regardless of whether the Eligible Employee meets the definition of “Specified Employee” on the date the Eligible Employee incurs a Separation From Service. This provision is effective for Specified Employees who incur a Separation From Service on or after January 1, 2005. For purposes of determining Specified Employees, the definition of compensation under Treasury Regulation Section 1.415(c)-2(d)(3) shall be used, applied without the use of any of the special timing rules provided in Treasury Regulation Section 1.415(c)-2(e) or the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(i), but applied with the use of the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(ii).
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2.31
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“Subsidiary”
or
“Subsidiaries”
shall mean, as applied with respect to any person or legal entity specified, (i) a person or legal entity, a majority of the voting stock of which is owned or controlled, directly or indirectly, by the person or legal entity specified, or (ii) any other type of business organization in which the person or legal entity specified owns or controls, directly or indirectly, a majority interest.
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(a)
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is not engaged in regular employment or occupation for remuneration or profit (including employment with the Company and/or its Subsidiaries, but excluding employment or occupation which the Plan Administrator determines to be for purposes of rehabilitation);
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(b)
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is determined by the Plan Administrator, on the basis of medical evidence, to be totally disabled by bodily injury or disease so as to be prevented thereby from engaging in any regular occupation with the Company, where such disability has been continuous for at least 5 months, and where the Plan Administrator determines such disability will be permanent and continuous during the remainder of such Eligible Employee's life; and
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(c)
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has earned at least 10 years of credited service under the GRP.
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3.01
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GRP Equalization Benefits.
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(a)
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Eligibility.
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(b)
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Calculation of Periodic GRP Equalization Benefits.
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(c)
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Payment of Periodic GRP Equalization Benefits.
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i.
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The Periodic GRP Equalization Benefits shall be paid monthly by the Company to an Eligible Employee who has had a Separation From Service and, for distributions commencing on and after January 1, 2005, shall be paid commencing on, or as soon as reasonably practicable after, the first day of the month following the earliest of the following dates:
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ii.
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Notwithstanding any other provision of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Periodic GRP Equalization Benefit to such Specified Employee shall commence on, or as soon as reasonably practicable after, the first day of the seventh month following such Specified Employee’s Separation From Service. Any Periodic GRP Equalization Benefit payments to which a Specified Employee otherwise would have been entitled during the first six months following such Specified Employee's Separation From Service shall be accumulated and paid in a lump sum payment on or as soon as reasonably practicable after the first day of the seventh month following such Separation From Service. Any payment delayed under this Section shall not bear interest.
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iii.
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Upon an Eligible Employee's death, the Eligible Employee's Eligible Surviving Spouse will receive a monthly benefit under the Plan in an
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iv.
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GRP Equalization Benefits commencing on or before December 31, 2004, shall be made in accordance with the terms and conditions of the Plan in effect at the time of such commencement. GRP Equalization Benefits commencing on and after January 1, 2005 shall be made as periodic payments pursuant to Section 3.01(b).
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v.
|
If the actuarially equivalent lump sum value of an Eligible Employee's Periodic GRP Equalization Benefit, determined in accordance with this Section does not exceed $5,000 (or $3,500 on or after January 1, 2009 and prior to January 1, 2017), such Periodic GRP Equalization Benefit shall be distributed in accordance with this Section. Periodic GRP Equalization Benefits shall not be distributed pursuant to this Section to any Eligible Employee who is eligible for benefits under any of the Company's other defined benefit non-qualified deferred compensation arrangements. The actuarially equivalent lump-sum value of any Periodic GRP Equalization Benefit distributed pursuant to this Section shall be paid on or as soon as reasonably practicable after the first day of )the month following the date on which such Periodic GRP Equalization Benefit otherwise would have commenced pursuant to Section 3.01. For purposes of this Section, actuarially equivalent lump-sum values shall be calculated by applying the rate of interest as prescribed under Code Section 417(e)(3)(C) for the fifth month prior to the first day of the calendar year in which such determination is made and the mortality table as prescribed under Code Section 417(e)(3)(B).
|
|
3.02
|
Savings and Stock Investment Plan Equalization Benefits.
|
|
(a)
|
Pre-1985 Subaccount.
|
|
(i)
|
For an Eligible Employee who made the election regarding payroll deductions provided in this Subsection, or who elected to have credited under this Plan’s BEP Salary Reductions, a SSIP Equalization Benefit shall be provided with respect to any class or classes of the SSIP before January 1, 1985 with respect to which Company or Eligible Employee contributions were subject to the Limitations.
|
|
(ii)
|
If at any time during a plan year ending before January 1, 1985 it appeared that contributions by or on behalf of an Eligible Employee (including any related Company matching contributions) to the SSIP would be subject to the Limitations, such Eligible Employee may have elected to have the Company retain in its general funds and have credited for purposes of computing the Eligible Employee's subaccount of the SSIP Equalization Benefit under this Subsection 3.02(a):
|
|
(iii)
|
There has been established for each Eligible Employee a subaccount for periods of participation under this Subsection 3.02(a) under the SSIP Equalization Benefit Account. This subaccount shall be equal to the amounts retained by the Company pursuant to Subsection 3.02(a)(ii), adjusted on the basis of investment performance and the Eligible Employee's election as to investment of funds under the SSIP and transfer of the value of employee and Company contributions under the SSIP as though contributions and credits to the Eligible Employee's account hereunder had been so invested, less any withdrawals pursuant to Subsection 3.02(a)(iv); provided, however, that an election by a Company officer of investment in Company common stock shall not
|
|
(iv)
|
An Eligible Employee may not withdraw any amounts in excess of the Eligible Employee's regular savings contributions under this Plan and may not borrow against the subaccount of the Eligible Employee's SSIP Equalization Benefit.
|
|
(v)
|
The SSIP Equalization Benefit under this Subsection 3.02(a) shall be equal to the amount at the time of distribution credited to the Eligible Employee's subaccount of the SSIP Benefit Equalization Account as determined under Subsection 3.02(a)(iii).
|
|
(b)
|
Post-1984 Subaccount.
|
|
(i)
|
If at any time during a plan year beginning on or after January 1, 1985 contributions by or on behalf of an Eligible Employee and related Company matching contributions to the SSIP are subject to the Limitations, there shall be credited for purposes of computing the Eligible Employee's SSIP Equalization Benefit under this Subsection 3.02(b) an amount equal to the Company matching contributions which would have been made under the SSIP based upon the Eligible Employee's SSIP elections, except that such Company matching contributions cannot be made because of the Limitations. For plan years beginning on or after January 1, 2005, if the amount credited as an Eligible Employee's SSIP Equalization Benefit for a plan year increases or decreases as a result of a change in the Eligible Employee's SSIP deferral elections for such plan year, such increase or decrease in the SSIP Equalization Benefit shall be adjusted to the extent necessary to prevent such increase or decrease, when aggregated with all SSIP Equalization Benefits credited for such plan year, from exceeding the amount of Company matching contributions that would have been contributed to the SSIP had the Limitations not applied.
|
|
(ii)
|
If at any time during a plan year an Eligible Employee elects to defer base salary amounts to the DCP, there shall be credited for purposes of computing the Eligible Employee's SSIP Equalization Benefit under this Subsection 3.02(b) an amount equal to the Company matching
|
|
(iii)
|
For periods on or after October 1, 1995 until May 31, 2007, any Company matching contributions credited for purposes of computing an Eligible Employee's SSIP Equalization Benefit shall be credited in the form of units in the Ford Stock Fund rather than shares of Ford common stock. For periods on or after June 1, 2007, any Company matching contributions so credited shall be credited in the form of cash.
|
|
(iv)
|
There shall be established for each Eligible Employee a subaccount for periods of participation under this Subsection 3.02(b) under the SSIP Equalization Benefit Account. For periods prior to May 1, 1996, this subaccount shall be equal to the amounts credited by the Company pursuant to Subsection 3.02(b)(i), adjusted on the basis of investment performance and any election by the Eligible Employee to transfer the value of matured Company matching contributions under the SSIP, as though credits to the Eligible Employee's account hereunder had been so invested. For periods May 1, 1996 and after, this subaccount shall be equal to the amounts credited by the Company pursuant to Subsection 3.02(b)(i), and adjusted on the basis of investment performance attributable to any separate investment election made by an Eligible Employee (other than a Company officer) on or after May 1, 1996. The investment options for managing the subaccount shall be identical to the investment options specified in the SSIP, although they will have separate fund codes. Any BEP credits earned will be based on the investment options available under the SSIP. The Designated Third Party Administrator will maintain the accounts and process the elections and otherwise be the record keeper with respect to this subaccount. Company officers with this subaccount are not eligible to reallocate or transfer credits under the subaccount from the Ford Stock Fund to other investment options, or from other investment options to the Ford Stock Fund.
|
|
(v)
|
An Eligible Employee may not withdraw any amounts credited under this Subsection 3.02(b) and may not borrow against this subaccount of the Eligible Employee's SSIP Equalization Benefit. This subaccount will not accept rollovers from other plans.
|
|
(vi)
|
The SSIP Equalization Benefit under this Subsection 3.02(b) shall be equal to the amount at the time of distribution credited to the Eligible Employee's subaccount of the SSIP Benefit Equalization Account as determined under Subsection 3.02(b)(ii).
|
|
(vii)
|
In the event of death of an Eligible Employee with an SSIP Benefit Equalization subaccount, the balance of the subaccount shall be payable to the same beneficiary as the Eligible Employee has designated under
|
|
(c)
|
Payment of SSIP Equalization Benefit.
|
|
(i)
|
Shall be paid in a lump sum cash payment by the Company to the Eligible Employee or, if the Eligible Employee is deceased, to the Eligible Employee's beneficiary under the SSIP, on or as soon as reasonably practicable after the earlier of the Eligible Employee’s Separation From Service or death. In the event of an Eligible Employee’s death, the balance of the Eligible Employee’s SSIP Equalization Benefit book entry account, if any, shall be payable to the same beneficiary as the Eligible Employee's beneficiary under the SSIP, unless the Eligible Employee makes a separate designation under this Plan pursuant to the rules established by the Committee.
|
|
(ii)
|
Notwithstanding any other provision of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee’s death, payment of any amount credited to such Specified Employee’s SSIP Equalization Benefit subaccount, accrued or vested after December 31, 2004, shall be paid on, or as soon as reasonably practicable after, the first day of the seventh month following such Separation From Service. A Specified Employee who is subject to a six-month distribution delay pursuant to this Subsection 3.02(c)(ii) will be permitted to continue to manage the investment elections applicable to such Specified Employee’s subaccount during the six-month distribution delay. Any payment delayed under this Section shall not bear interest over and above the notional investment earnings credited to such Specified Employee’s book entry account during the period of delay.
|
|
(iii)
|
The SSIP Equalization Benefit under this Subsection 3.02(c) shall be equal to the amount credited to the Eligible Employee's book entry account at the time of distribution, as determined under Subsection 3.03(a) or (b), as applicable.
|
|
3.03
|
Ford Retirement Plan (FRP) Equalization Benefits
|
|
(a)
|
FRP Subaccount.
|
|
(i)
|
The Company shall establish a book entry account for each Eligible Employee for purposes of computing the Eligible Employee's FRP Equalization Benefit under this Section 3.03. The Eligible Employee's FRP Equalization Benefit under this Subsection 3.03(a) shall be equal to the amount(s) credited to the book entry account at the time of distribution.
|
|
(ii)
|
If, at any time during a plan year beginning on or after January 1, 2004, contributions made to the FRP on behalf of an Eligible Employee are limited due to the application of the Limitations, there shall be credited to the book entry account established for the Eligible Employee pursuant to this Subsection 3.03(a) an amount equal to the amount of Company contributions that would have been made under the FRP on behalf of the Eligible Employee but for the application of the Limitations.
|
|
(iii)
|
Each Eligible Employee's book entry account also will be credited or debited with amounts determined based on investment options selected by the Eligible Employee under this Subsection 3.03(a)(iii). The investment options available for selection under this Subsection 3.03(a)(iii) shall be identical to the investment options available under the FRP, but will have separate fund codes. Each Eligible Employee shall select which investment options are to be used in determining the Eligible Employee's FRP Equalization Benefit. In the absence of an investment selection by an Eligible Employee, the Eligible Employee's book entry account will be credited or debited with amounts based on the appropriate target date – retirement fund offered under the FRP as identified by the Company for the Eligible Employee. The Designated Third Party Administrator will maintain a record of each book entry account, process investment selections, and otherwise be the record keeper of the book entry accounts. Investment options selected under this Section 3.03 shall be used solely for purposes of determining an Eligible Employee's FRP Equalization Benefit. An Eligible Employee's FRP Equalization Benefit will be based on the value of the Eligible Employee's book entry account as if the amounts in the book entry account had been invested in actual investments selected by the Eligible Employee; however, no such investments shall be made on behalf of the Eligible Employee. Eligible Employees shall not have voting rights or any other ownership rights with respect to any investment options selected as the measuring mechanism for book entry accounts established under this Section 3.03.
|
|
(iv)
|
Eligible Employees may not withdraw or borrow against amounts credited to any book account under this Subsection 3.03(a). Book entry accounts will not accept rollovers from other plans.
|
|
(b)
|
Payment of FRP Equalization Benefit.
|
|
(i)
|
Shall be paid in a lump sum cash payment by the Company to the Eligible Employee or, if the Eligible Employee is deceased, to the Eligible Employee's beneficiary under the FRP, on or as soon as reasonably practicable after the earlier of the Eligible Employee's Separation From Service or death. In the event of an Eligible Employee’s death, the balance of the Eligible Employee’s FRP Equalization Benefit book entry account, if any, shall be payable to the same beneficiary as the Eligible Employee designated under the FRP, unless the Eligible Employee makes a separate designation under this Plan pursuant to the rules established by the Committee.
|
|
(ii)
|
Notwithstanding any other provision of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee’s death, payment of any amount credited to such Specified Employee's FRP Equalization Benefit book entry account, accrued or vested after December 31, 2004, shall be paid on or as soon as reasonably practicable after the first day of the seventh month following Separation From Service. A Specified Employee who is subject to a six-month distribution delay pursuant to this Subsection 3.02(c)(ii) will be permitted to continue to manage the investment elections applicable to such Specified Employee’s book entry account during the six-month distribution delay. Any payment delayed under this Section shall not bear interest over and above the notional investment earnings credited to such Specified Employee’s book entry account during the period of delay.
|
|
(iii)
|
The FRP Equalization Benefit under this Subsection 3.03(b) shall be equal to the amount credited to the Eligible Employee's book entry account at the time of distribution, as determined under Subsection 3.03(a).
|
|
3.04
|
Special Periodic GRP Equalization Benefits.
|
|
3.05
|
FERCO Equalization Benefits.
|
|
4.01
|
Plan Administration and Interpretation.
|
|
(a)
|
Notwithstanding any other provisions of the Plan to the contrary, the terms of the Plan shall determine the benefits payable to any person under the Plan and no person shall be eligible for any benefit under the Plan that would be inconsistent with such terms.
|
|
(b)
|
Except as otherwise provided, full authority to administer and interpret this Plan shall be vested in the Committee. The Committee is authorized, in its sole discretion, from time to time, to establish such rules and regulations as it deems appropriate for the proper administration of the Plan, and to make such determinations under, and such interpretations of, and to take such actions in connection with, the Plan as it deems necessary or advisable. Each determination, interpretation, or other action hereunder by the Committee shall be final, binding and conclusive upon all persons for all purposes under the Plan. The Committee may act, in its sole discretion, to delegate administrative and interpretative
authority under this Section to the Plan Administrator.
|
|
(c)
|
In the event that an Article, Section or paragraph of the Code, Treasury Regulations, GRP, FRP or SSIP is renumbered, such renumbered Article, Section or paragraph shall apply to applicable references in this Plan.
|
|
4.02
|
Local Payment Authorities.
The Vice President and Treasurer and the Assistant Treasurer (or, in the event of a change in title, such officer’s functional equivalent) may act individually to delegate authority to administrative personnel for purposes of paying benefits under the Plan to any person.
|
|
4.03
|
Deductions.
The Company may deduct from any payment of Equalization Benefits to an Eligible Employee or Eligible Surviving Spouse any and all amounts owed to it by such Eligible Employee or Eligible Surviving Spouse for any reason, and all taxes required by law or government regulation to be deducted or withheld.
|
|
4.04
|
Tax Liabilities.
The Company has no duty to design its compensation policies in a manner that minimizes an individual’s tax liabilities, including tax liabilities arising as a result of Equalization Benefits provided under the Plan. No claim shall be made against the Plan relating to tax liabilities arising from employment with the Company and/or
|
|
4.05
|
No Contract of Employment.
The Plan is an expression of the Company's present policy with respect to Eligible Employees; it is not a part of any contract of employment. No Eligible Employee, Eligible Surviving Spouse, or any other person shall have any legal or other right to any benefit under this Plan.
|
|
4.06
|
Equalization Benefits Not Funded.
The Company's obligations under this Plan shall not be funded and Equalization Benefits under this Plan shall be payable only out of the general funds of the Company.
|
|
4.07
|
Governing Law.
Except as otherwise provided under Federal law, the Plan, and all rights thereunder, shall be governed, construed and administered in accordance with the laws of the State of Michigan.
|
|
4.08
|
Amendment or Termination.
The Company shall have the right to amend, modify, discontinue or terminate this Plan in whole or in part, at any time, without notice; provided, however, that no such action shall deprive any person of an Equalization Benefit under this Plan if payment of such Equalization Benefit shall have commenced prior to the date of such action by the Company; provided, further, however, that no distribution of benefits shall occur upon termination of this Plan, unless applicable requirements of Code Section 409A have been met. Notwithstanding anything contained in this Section or elsewhere in this Plan to the contrary, Equalization Benefits payable under this Plan remain subject to the claims of the Company’s general creditors at all times.
|
|
4.09
|
Terms Not Otherwise Defined.
Capitalized terms not otherwise defined in this Plan shall have the same meanings ascribed to such terms under the applicable plan.
|
|
4.10
|
No Alienation of Benefits.
An Eligible Employee may not assign or alienate any Equalization Benefits, and the Plan will not recognize a domestic relations order that purports to assign any Equalization Benefits to another person.
|
|
4.11
|
Recovery of Overpayment
. Any individual shall repay promptly any and all Equalization Benefits received by the individual to which the individual is not entitled. Written notice of any overpayment, the amount owed and actions that may be taken in connection with the overpayment will be sent to the individual. If an individual fails to make timely repayment, this Plan shall proceed to recover the overpaid amount. This Plan reserves the right to initiate formal recovery action through the use of a collection agency or through any applicable legal proceedings.
|
|
7.01
|
Denial of a Claim.
A claim for benefits under the Plan shall be submitted in writing to the Plan Administrator. If a claim for benefits or participation is denied in whole or in part by the Plan Administrator, the claimant will receive written notification within 90 days from the date the claim for benefits or participation is received. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the claimant. If the Plan Administrator determines that an extension of time to consider a claim and render a decision is needed, written notice of the extension shall be furnished to the claimant as soon as practical.
|
|
7.02
|
Review of Denial of Claim.
In the event that the Plan Administrator denies a claim for benefits or participation, the claimant may request a review by filing a written appeal. If the appeal is from an active Leadership Level One employee, a Named Executive Officer or any individual who, at any time, shall have been a member of the Board of Directors, the appeal will be heard by the Compensation Committee. If the appeal is from any other appellant, the appeal will be heard by the Committee. All appeals must be filed within sixty (60) days of the date of the written notification of denial. The appeal will be considered and a decision shall be rendered within 90 days from the date the appeal is received. Under special circumstances, an extension of time to consider the appeal and render a decision may be needed, in which case a decision shall be rendered as soon as practical. In the event such an extension of time is needed to consider the appeal and render a decision, written notice of such time extension shall be provided to the appellant.
|
|
7.03
|
Decision on Appeal.
The decision on review of the appeal shall be in writing. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the appellant. Decisions rendered on the appeal are final and conclusive and are only subject to the arbitrary and capricious standard of judicial review.
|
|
7.04
|
Limitations Period.
No legal action for benefits under the Plan may be brought against the Plan until after the claim and appeal procedures have been exhausted. Legal actions under the Plan for benefits must be brought no later than two (2) years after the date of the denial of the appeal. No other action may be brought against the Plan more than six (6) months after the date of the last action that gave rise to the claim.
|
|
7.05
|
Venue
. An individual shall only bring an action in connection with the Plan in the United States District Court for the Eastern District of Michigan.
|
|
2.01
|
“
Affiliate
” shall mean, as applied with respect to any person or legal entity specified, a person or legal entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person or legal entity specified.
|
|
2.02
|
“Annual Incentive Compensation Plan”
shall mean the Annual Incentive Compensation Plan of Ford Motor Company, as amended.
|
|
2.03
|
“BEP”
shall mean the Ford Motor Company Benefit Equalization Plan, as amended.
|
|
2.04
|
“Code”
shall mean the Internal Revenue Code of 1986, as amended.
|
|
2.05
|
“Committee”
shall mean Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer (or, in the event of a change in title, such officer’s functional equivalent), and such person or persons to whom the Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer delegate authority to administer the Plan.
|
|
2.06
|
“Company”
shall mean Ford Motor Company and such of the subsidiaries of Ford Motor Company as, with the consent of Ford Motor Company, shall have adopted this Plan.
|
|
2.07
|
“Compensation Committee”
shall mean the Compensation Committee of the Board of Directors of Ford Motor Company.
|
|
2.08
|
“Conditional Annuity” or “Conditional Annuities”
shall mean the benefit(s) payable under this Plan as determined in accordance with Section 4.
|
|
2.09
|
“Credited Service”
shall mean, without duplication, the Eligible Executive’s years and any fractional year of credited service under all Retirement Plans at the earlier of the Eligible Executive’s termination of employment or the Freeze Date, not exceeding one year for any calendar year.
|
|
2.10
|
“Designated Beneficiary”
shall mean the beneficiary or beneficiaries designated by an Eligible Executive or Eligible Retired Executive in a writing filed with the Company (subject to such limitations as to the classes and number of beneficiaries and contingent beneficiaries and such other limitations as the Committee may prescribe) to receive, in the event of the death of the Eligible Executive or Eligible Retired Executive, the Death Benefits provided in Section 4.04. An Eligible Executive or Eligible Retired Executive shall be deemed to have designated as beneficiary or beneficiaries under the Plan the person or persons who receive such Eligible Executive's or Eligible Retired Executive's life insurance proceeds under the Company-paid Basic Life Insurance Plan, unless such Eligible Executive or Eligible Retired Executive shall have assigned such life insurance proceeds, in which event the Death Benefits shall be paid to such assignee; provided, however, that if the Eligible Executive or Eligible Retired Executive shall have filed with the Company a written designation of a different beneficiary or beneficiaries under the Plan, such beneficiary form shall control. An Eligible Executive or Eligible Retired Executive may from time to time revoke or change any such designation of beneficiary and any designation of beneficiary under the Plan shall be controlling over any testamentary or other disposition; provided, however, that if the Committee shall be in doubt as to the right of any such beneficiary to receive any payment under the Plan, the same may be paid to the legal representatives of the Eligible Executive or Eligible Retired Executive, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone.
|
|
2.11
|
“Disability Retirement”
shall mean an Eligible Executive's retirement from the Company on or after reaching at least 10 years of service and becoming “totally and permanently disabled” as defined under the GRP.
|
|
2.12
|
“Early Retirement”
shall mean an Eligible Executive's retirement from the Company before reaching age 65 and on or after reaching age 55 with at least 10 years of Credited Service.
|
|
2.13
|
“Eligible Executive(s)”
shall mean a Company employee in Leadership Level Four or above, or its equivalent.
|
|
2.14
|
“Eligible Retired Executive”
shall mean:
|
|
(a)
|
with respect to Supplemental Benefits, an Eligible Executive who
|
|
(i)
|
retires directly from Company employment with Company approval on Normal Retirement, Disability Retirement, or Early Retirement;
|
|
(ii)
|
will receive a normal, disability or early retirement benefit under one or more Retirement Plans;
|
|
(iii)
|
has at least ten years of Credited Service without duplication under all Retirement Plans; and
|
|
(iv)
|
has at least five years of Eligibility Service immediately preceding retirement.
|
|
(b)
|
with respect to Conditional Annuity awards and Pension Parity Benefits, an Eligible Executive (other than an Eligible Executive in Leadership Levels Four through Two, or such Eligible Executive’s equivalent) who meet the conditions set forth in sections (a)(i), (ii), (iii), and (iv) immediately preceding this paragraph.
|
|
2.15
|
“Eligible Surviving Spouse”
shall mean, for purposes of the Pension Parity Surviving Spouse Benefit, an individual to whom an Eligible Retired Executive legally is married under the laws of the state or foreign jurisdiction where the marriage took place prior to such Retired Executive’s benefit commencement date and for at least one year as of the date of the Retired Executive’s death.
|
|
2.16
|
“Eligibility Service”
shall mean Company service while an Eligible Executive.
|
|
2.17
|
“ESAP”
shall mean the Ford Motor Company Executive Separation Allowance Plan, as amended.
|
|
2.18
|
“Final Five Year Average Base Salary”
shall mean the average of the final five year-end Monthly Base Salaries immediately preceding retirement or the first date after the Freeze Date if earlier.
|
|
2.19
|
“Final Three Year Average Base Salary”
shall mean the average of the final three year-end Monthly Base Salaries immediately preceding retirement or death of the Eligible Retired Executive.
|
|
2.20
|
“Freeze Date”
shall mean the later of December 31, 2019, or the end of the month during which the Eligible Executive reaches 35 years of Credited Service.
|
|
2.21
|
“GRP”
shall mean the Ford Motor Company General Retirement Plan, as amended.
|
|
2.22
|
“Monthly Base Salary”
shall mean the monthly base salary paid to an Eligible Executive on December 31, prior to giving effect to any salary reduction agreement pursuant to an employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (i) to which Code Section 125 or Code Section 402(e)(3) applies or (ii) which provides for the elective deferral of compensation. It does not include supplemental compensation or any other kind of extra or additional compensation.
|
|
2.23
|
“Named Executive Officer(s)”
shall mean any Chief Executive Officer that served during the last completed fiscal year, any Chief Financial Officer that served during the last completed fiscal year, the next three most highly compensation executive officers at the end of the last completed fiscal year, and up to two additional individuals who would have been among the most three highly compensated executive officers had they been executive officers at the end of the previous fiscal year end.
|
|
2.24
|
“Normal Retirement”
shall mean an Eligible Executive's retirement from the Company on or after reaching age 65 with at least 10 years of Credited Service.
|
|
2.25
|
“Pension Parity Benefit(s)”
shall mean benefits payable under this Plan as determined in accordance with Section 5.
|
|
2.26
|
“Pension Parity Surviving Spouse Benefit(s)”
shall mean benefits payable under this Plan to an Eligible Surviving Spouse as determined in accordance with Section 5.03.
|
|
2.27
|
“Plan”
shall mean the Ford Motor Company Defined Benefit Supplemental Executive Retirement Plan, as amended.
|
|
2.28
|
“Plan Administrator”
shall mean such person or persons to whom the Committee shall delegate authority to administer the Plan, who does not already act as a Committee member.
|
|
2.29
|
“Retirement Plans”
shall mean the GRP or any other retirement pension plan to which the Company contributes.
|
|
2.30
|
“Separation From Service”
shall be determined to have occurred on the date on which an Eligible Executive incurs a “separation from service” within the meaning of Code Section 409A.
|
|
2.31
|
“SERP Benefit(s)”
shall mean any Conditional Annuities, Pension Parity Benefits, Supplemental Benefits and/or Special Supplemental Benefits payable under this Plan.
|
|
2.32
|
“Special Supplemental Benefit(s)”
shall mean benefits payable under this Plan as determined in accordance with Section 3.03.
|
|
2.33
|
“Specified Employee”
shall mean an employee of the Company who is a “Key Employee” as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations thereunder and disregarding Subsection 416(i)(5). A
|
|
2.34
|
“SRP”
shall mean the Ford Motor Company Select Retirement Plan, as amended.
|
|
2.35
|
“Subsidiary”
or
“Subsidiaries”
shall mean, as applied with respect to any person or legal entity specified, (i) a person or legal entity, a majority of the voting stock of which is owned or controlled, directly or indirectly, by the person or legal entity specified, or (ii) any other type of business organization in which the person or legal entity specified owns or controls, directly or indirectly, a majority interest.
|
|
2.36
|
“Supplemental Benefit(s)”
shall mean benefits payable under this Plan as determined in accordance with Section 3.
|
|
2.37
|
“Totally and Permanently Disabled”
shall mean an Eligible Executive who:
|
|
(a)
|
is not engaged in regular employment or occupation for remuneration or profit (including employment with the Company and/or its Subsidiaries, but excluding employment or occupation which the Plan Administrator determines to be for purposes of rehabilitation);
|
|
(b)
|
is determined by the Plan Administrator, on the basis of medical evidence, to be totally disabled by bodily injury or disease so as to be prevented thereby from engaging in any regular occupation with the Company, where such disability has been continuous for at least 5 months, and where the Plan Administrator determines such disability will be permanent and continuous during the remainder of such Eligible Employee's life; and
|
|
(c)
|
has earned at least 10 years of Credited Service.
|
|
3.01
|
Eligibility.
An Eligible Retired Executive shall be eligible to receive a Supplemental Benefit as provided herein.
|
|
3.02
|
Amount of Supplemental Benefit.
|
|
(a)
|
Subject to any reductions pursuant to Subsection (b) below and to any limitations and reductions pursuant to other provisions of the Plan, the monthly Supplemental Benefit shall be an amount equal to the Eligible Executive's Final Five Year Average Base Salary multiplied by the Eligible Executive's years of Credited Service, and further multiplied by the Applicable Percentage based on the Eligible Executive's position or salary grade immediately preceding retirement, as follows:
|
|
Status at Retirement
|
Applicable Percentage
|
|
Chairman, Vice Chairman, President
|
.90%
|
|
Executive Vice President
|
.80%
|
|
Vice President
|
.70%
|
|
Non-Vice Presidents
|
|
|
- Salary Grade 21, 20, 19
|
.60%
|
|
- Salary Grade 18, 17, 16
|
.40%
|
|
- Salary Grade 15, 14, 13
|
.20%
|
|
Status at Retirement
|
Applicable Percentage
|
|
Vice President Band
|
|
|
- Chairman, Vice Chairman, President
|
.90%
|
|
- Executive Vice President
|
.80%
|
|
- Group Vice President
|
.75%
|
|
- Vice President
|
.70%
|
|
Non-Vice President
|
|
|
- General Executive Band
|
.60%
|
|
- Executive Band
|
.40%
|
|
- Salary Grade 15, 14, 13
|
.20%
|
|
Status at Retirement
|
Applicable Percentage
|
|
Leadership Level One
|
|
|
- Executive Chairman, Chairman, Vice Chairman, Chief Executive Officer, President, Chief Operating Officer
|
.90%
|
|
- Executive Vice President
|
.80%
|
|
- Group Vice President
|
.75%
|
|
- Vice President
|
.70%
|
|
Leadership Level Two
2
|
|
|
- Standard Benefit
|
.40%
|
|
- Non-standard Benefit
3
|
.60%
|
|
Leadership Level Three
|
.20%
|
|
Leadership Level Four
|
.20%
|
|
Status at Retirement
|
Applicable Percentage
|
|
Leadership Level One
|
|
|
- Executive Chairman, Chairman, Vice
Chairman, Chief Executive Officer, President, Chief Operating Officer |
.90%
|
|
- Executive Vice President
|
.80%
|
|
- Group Vice President
|
.75%
|
|
- Vice President
|
.70%
|
|
Leadership Level Two
|
.40%
|
|
Leadership Level Three
|
.20%
|
|
Leadership Level Four
|
.20%
|
|
(b)
|
For an Eligible Retired Executive who shall commence Supplemental Benefits before age 62, the monthly Supplemental Benefit payable hereunder shall equal the amount calculated in accordance with the immediately preceding Subsection (a) reduced by 5/18 of 1% multiplied by the number of months from the later of the date the Supplemental Benefit commences or age 55 in the case of earlier receipt as a result of an Eligible Retired Executive becoming Totally and Permanently Disabled to the first day of the month after the Eligible Retired Executive would attain age 62.
|
|
3.03
|
Special Supplemental Benefits.
In addition to any other Supplemental Benefits provided under this Plan, the Company may, in its sole discretion, provide Special Supplemental Benefits to certain Eligible Executives. Special Supplemental Benefits provided to Eligible Executives whose compensation is subject to the executive compensation disclosure rules under the Securities Exchange Act of 1934 shall be set forth in Appendix B. Special Supplemental Benefits provided to Eligible Executives who are not subject to such disclosure rules shall be set forth in a separate confidential schedule to the Plan that is administered by the HR Director-Executive Personnel Office. Any Special Supplemental Benefits provided pursuant to this Section shall be paid in accordance with the terms and conditions of this Plan, including without limitation Section 3.04.
|
|
3.04
|
Payments.
|
|
(a)
|
Subject to the earning out provisions of Section 6, Supplemental Benefits, in the amount determined under Section 3.02, shall be payable out of the Company's general funds monthly beginning:
|
|
(i)
|
for distributions that commenced prior to January 1, 2005, on the first day of the month when the Eligible Retired Executive's retirement benefit under any Retirement Plan or under the Company's ESAP begins;
|
|
(ii)
|
for distributions commencing on or after January 1, 2005, on or as soon as reasonably practicable after the first day of the month following the date on which the Eligible Retired Executive has a Separation From Service or is determined to be Totally and Permanently Disabled.
|
|
(b)
|
Notwithstanding any other provision of the Plan to the contrary, but subject to the earning out provisions of Section 6, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Supplemental Benefit to such Specified Employee shall commence on or as soon as reasonably practicable after the first day of the seventh month following such Specified Employee’s Separation From Service. Any Supplemental Benefit payments to which a Specified Employee otherwise would have been entitled during the first six months following such Specified Employee's Separation From Service shall be accumulated and paid in a lump sum payment on or as soon as reasonably practicable after the first day of the seventh month following such Separation From Service. Any payment delayed under this Section shall not bear interest.
|
|
(c)
|
Payments to an Eligible Retired Executive hereunder shall cease at the end of the month in which the Eligible Retired Executive dies.
|
|
4.01
|
Eligibility.
Prior to January 1, 2017, the Company may, in its discretion, award to an Eligible Executive (other than an Eligible Executive in Leadership Levels Four through
|
|
(a)
|
In determining the amount of any Conditional Annuity to be awarded to an Eligible Executive for any year, the Compensation Committee shall consider the Company's profit performance and the amount that is awarded to such Eligible Executive for such year under the Annual Incentive Compensation Plan. Awards shall be made only for years in which the Compensation Committee has decided, for reasons other than individual or corporate performance or termination of employment, to make an award to an Eligible Executive under the Annual Incentive Compensation Plan which is less than would have been awarded if the historical relationship to awards to other executives had been followed.
|
|
(b)
|
The aggregate annual amount payable under the Conditional Annuities awarded to any Eligible Executive shall not exceed an amount equal to the Applicable Percentage of the average of such Eligible Executive's Final Three Year Average Base Salary, determined in accordance with the following table:
|
|
|
Applicable Percentage
|
|
|
Number of Years for which a Conditional Annuity is awarded
|
Chairman, Vice Chairman and President
|
All Other Eligible Executives
|
|
1
|
30%
|
20%
|
|
2
|
35
|
25
|
|
3
|
40
|
30
|
|
4
|
45
|
35
|
|
5 or more
|
50
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.03
|
Payments.
|
|
(a)
|
Subject to the earning out provisions of Section 6, Conditional Annuities, in the amount determined under Section 4.02, shall be payable to an Eligible Executive out of the Company's general funds monthly beginning:
|
|
(i)
|
for distributions that commenced prior to January 1, 2005, on the first day of the month when the Eligible Retired Executive's retirement benefit under any Retirement Plan or under the Company's ESAP begins; or
|
|
(ii)
|
for distributions commencing on or after January 1, 2005, on or as soon as reasonably practicable after the first day of the month following the date on which the Eligible Retired Executive has a Separation From Service or is determined to be Totally and Permanently Disabled.
|
|
(b)
|
Notwithstanding any other provisions of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Conditional Annuities to such Specified Employee shall commence on or as soon as reasonably practicable after the first day of the seventh month following the Separation From Service. Any Conditional Annuity payments to which a Specified Employee otherwise would have been entitled during the first six months following such Specified Employee's Separation From Service shall be accumulated and paid in a lump sum payment on or as soon as reasonably practicable after the first day of the seventh month following such Separation From Service. The payment delayed under this Section shall not bear interest.
|
|
(c)
|
Except as provided in Section 4.04, payments with respect to an Eligible Retired Executive hereunder shall cease at the end of the month in which such Eligible Retired Executive dies.
|
|
(d)
|
For an Eligible Executive who retires before age 65, the monthly payment under any Conditional Annuity awarded to such Eligible Executive shall equal the actuarial equivalent (based on factors determined by the Company's independent consulting actuary) of the monthly amount payable for retirement at age 65.
|
|
4.04
|
Death Benefits.
|
|
(a)
|
Upon death before retirement but at or after age 55, the Eligible Executive's Designated Beneficiary shall be paid a lump sum equal to 30 times (representing 30 months) the aggregate monthly amount payable under such Eligible Executive's Conditional Annuities if the Eligible Executive had been age 55 at death, increased by one-third of one month for each full month by which such Eligible Executive's age at death shall exceed age 55. Such lump sum payment shall be paid as soon as reasonably practicable following the date of the Eligible Executive's death.
|
|
(b)
|
If death occurs within 120 months following retirement, the monthly payments under the Conditional Annuity shall be continued to the Designated Beneficiary for the remaining balance of the 120 month period following retirement. Notwithstanding the preceding sentence, if the Designated Beneficiary should
|
|
5.01
|
Eligibility.
For retirements on or after October 1, 1998, an Eligible Retired Executive at Ford Motor Company (U.S.) or Ford Motor Credit Company (U.S.) who held the position of a Leadership Level One at Ford Motor Company (U.S.) immediately prior to retirement and who had service with a subsidiary, including an international subsidiary, at any time prior to becoming an employee of Ford Motor Company (U.S.) or Ford Motor Credit Company (U.S.) shall be eligible to receive a Pension Parity Benefit as provided below.
|
|
5.02
|
Amount of Pension Parity Benefit.
|
|
(a)
|
The monthly Pension Parity Benefit shall be an amount equal to the difference between (i) and (ii), where (i) is the amount of the monthly retirement benefit which would be payable under the GRP, the Supplemental Benefit and/or Conditional Annuity under this Plan, the ESAP, the BEP, and the SRP if all of the Eligible Retired Executive's years of service (up to 35 years) under the GRP/ESAP/BEP/SRP and each of the subsidiary's retirement plans were counted as years of contributory service under the GRP/ESAP/BEP/SRP and (ii) is the amount of monthly retirement benefit that is or was payable under the GRP/ESAP/BEP/SRP, under the subsidiary's retirement plans, under this Plan as a Supplemental Benefit or a Conditional Annuity, if applicable, or under any other plan sponsored by a subsidiary which provided pension-type benefits (and, if such benefits were paid (a) in an involuntary lump sum payment as a termination benefit, this Plan shall convert the lump sum payment into an actuarial equivalent annuity (as determined by an independent actuary appointed by Ford Motor Company) payable at age 65 to the Eligible Retired Executive, (b) in a voluntary distribution of a lump sum benefit, the amount of monthly retirement benefit payable under (ii) above shall be the monthly annuity payment the Eligible Retired Executive would have received had the lump sum distribution not occurred, or (c) as was otherwise required pursuant to a qualified domestic relations order for purposes of determining the appropriate offset).
|
|
(b)
|
For purposes of determining the amount of an Eligible Retired Executive's Pension Parity Benefit, the Eligible Retired Executive shall be treated as if such Eligible Retired Executive elected to receive a GRP benefit in the form of the qualified joint and survivor annuity benefit under the GRP if married as of the date such Eligible Retired Executive retired from the Company, or the single life annuity form of benefit under the GRP if unmarried (including, a divorced or widowed Eligible Retired Executive) as of the date such Eligible Retired Executive retired from the Company. The amount of any Pension Parity Benefit payable to an Eligible Retired Executive whose benefit under the ESAP is not offset or reduced by the amount of any GRP benefit
|
|
5.03
|
Pension Parity Surviving Spouse Benefits.
|
|
(a)
|
An Eligible Surviving Spouse shall be entitled to receive a monthly Pension Parity Surviving Spouse Benefit upon the death of the Eligible Retired Executive in an amount equal to the difference between (i) and (ii), where (i) is the actuarial equivalent (as determined by an independent actuary appointed by Ford Motor Company) of the amount of the monthly survivor's benefit that would be payable under the GRP, the ESAP, the BEP, and the SRP if all of the Eligible Retired Executive's years of service (up to 35 years) under the GRP/ESAP/BEP/SRP and each of the subsidiary's retirement plans were counted as years of contributory service under the GRP/ESAP/BEP/SRP and (ii) is the actuarial equivalent (under the actuarial method described in (i) above) of the aggregate amount of the monthly survivor's benefits that are or were payable under (a) the GRP/ESAP/BEP/SRP, (b) Section 4.04 as a death benefit if the Designated Beneficiary were the Eligible Surviving Spouse, (c) the subsidiary's retirement plans, or (d) any other plan sponsored by a subsidiary which provided pension-type survivor benefits (and, if such benefits were paid in a voluntary distribution of a lump sum benefit, the amount of monthly survivor’s benefit payable under (ii) above shall be the monthly survivor benefit payment the Eligible Surviving Spouse would have received had the lump sum distribution not occurred). For purposes of determining the amount of any Pension Parity Surviving Spouse Benefit, the Eligible Retired Executive shall be treated as if such Eligible Retired Executive elected to receive a GRP benefit in the form of the qualified joint and survivor annuity benefit under the GRP.
|
|
(b)
|
If an Eligible Retired Executive dies prior to reaching age 65, such monthly Pension Parity Surviving Spouse Benefit shall commence on, or as soon as reasonably practicable after, the first day of the month following the month in which the Eligible Retired Executive would have reached age 65. If an Eligible Retired Executive dies after reaching age 65, such monthly Pension Parity Surviving Spouse Benefit shall commence as soon as reasonably practicable following the date of the Eligible Retired Executive's death. Monthly Pension Parity Surviving Spouse Benefits payable pursuant to this Section 5.03 shall continue until the Eligible Surviving Spouse dies.
|
|
5.04
|
Payment.
|
|
(a)
|
Subject to the earning out provisions of Section 6, the Pension Parity Benefit, in the amount determined under Section 5.02, shall be payable to an Eligible Retired Executive out of the Company's general funds monthly beginning:
|
|
(i)
|
for distributions that commenced prior to January 1, 2005, on the first day of the month when the Eligible Retired Executive's retirement benefit under any Retirement Plan commences; or
|
|
(ii)
|
for distributions commencing on or after January 1, 2005, on or as soon as reasonably practicable after the first day of the month following the date on which the Eligible Retired Executive has a Separation From Service or is determined to be Totally and Permanently Disabled.
|
|
(b)
|
Notwithstanding any other provisions of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Pension Parity benefit to such Specified Employee shall commence on or as soon as reasonably practicable after the first day of the seventh month following Separation from Service. Any Pension Parity Benefit payments to which a Specified Employee otherwise would have been entitled during the first six months following such Specified Employee's Separation From Service shall be accumulated and paid in a lump sum payment on, or as soon as reasonably practicable after, the first day of the seventh month following such Separation From Service. The payment delayed under this Section shall not bear interest.
|
|
(c)
|
Pension Parity Benefit payments to an Eligible Retired Executive shall cease at the end of the month in which the Eligible Retired Executive dies. The Pension Parity Surviving Spouse Benefit, in the amount determined under Section 5.03, shall be payable out of the Company's general funds monthly beginning on the first day of the month following the Eligible Retired Executive's death. Pension Parity Surviving Spouse Benefits paid to an Eligible Surviving Spouse shall cease at the end of the month in which the Eligible Surviving Spouse dies.
|
|
(a)
|
with respect to any such Eligible Retired Executive who, at any time, shall have been a member of the Board of Directors, a Leadership Level One employee or a Named Executive Officer, such waiver may be granted by the Compensation Committee upon its determination that, in its sole discretion, that there shall not have been, and will not be, any substantial adverse effect upon the Company or any Subsidiary or Affiliate thereof by reason of the nonfulfillment of such condition; and
|
|
(b)
|
with respect to any other such Eligible Retired Executive, such waiver may be granted by the Committee upon its determination that, in its sole discretion, that there shall not have been and will not be any such substantial adverse effect upon the Company or any Subsidiary or Affiliate thereof by reason of the nonfulfillment of such conditions.
|
|
7.01
|
Plan Administration and Interpretation.
|
|
(a)
|
Notwithstanding any other provisions of the Plan to the contrary, the terms of the Plan shall determine the benefits payable to any person under the Plan, and no person shall be eligible for any benefit under the Plan that would be inconsistent with such terms.
|
|
(b)
|
Except as otherwise provided, full authority to administer and interpret this Plan shall be vested in the Committee. The Committee is authorized, in its sole discretion, from time to time, to establish such rules and regulations as it deems appropriate for the proper administration of the Plan, and to make such determinations under, and such interpretations of, and to take such actions in connection with, the Plan as it deems necessary or advisable. Each determination, interpretation, or other action hereunder by the Committee shall be final, binding and conclusive upon all persons for all purposes under the Plan. The Committee may act, in its sole discretion, to delegate administrative and interpretative
authority under this Section to the Plan Administrator.
|
|
(c)
|
In the event that an Article, Section or paragraph of the Code, Treasury Regulations, or Retirement Plans is renumbered, such renumbered Article, Section or paragraph shall apply to applicable references in this Plan.
|
|
7.02
|
Local Payment Authorities.
The Vice President and Treasurer and the Assistant Treasurer (or, in the event of a change in title, such officer’s functional equivalent) may act individually to delegate authority to administrative personnel for purposes of paying benefits under the Plan to any person.
|
|
7.03
|
Deductions.
The Company may deduct from any payment of SERP Benefits to an Eligible Retired Executive, Designated Beneficiary or Eligible Surviving Spouse, any and all amounts owed to it by such Eligible Retired Executive, Designated Beneficiary, or Eligible Surviving Spouse for any reason, and all taxes required by law or government regulation to be deducted or withheld.
|
|
7.04
|
Tax Liabilities.
The Company has no duty to design its compensation policies in a manner that minimizes an individual’s tax liabilities, including tax liabilities arising as a result of SERP Benefits provided under the Plan. No claim shall be made against the Plan relating to tax liabilities arising from employment with the Company and/or any compensation or benefit arrangements sponsored or maintained by the Company, including this Plan.
|
|
7.05
|
No Contract of Employment.
The Plan is an expression of the Company's present policy with respect to Eligible Executives; it is not a part of any contract of employment. No Eligible Executive, Designated Beneficiary, Eligible Surviving Spouse or any other person shall have any legal or other right to any benefit under this Plan.
|
|
7.06
|
SERP Benefits Not Funded.
The Company’s obligations under this Plan shall not be funded. SERP Benefits under this Plan shall be payable only out of the general funds of the Company.
|
|
7.07
|
Governing Law.
Except as otherwise provided under Federal law, the Plan and all rights thereunder shall be governed, construed and administered in accordance with the laws of the State of Michigan.
|
|
7.08
|
Amendment or Termination.
The Company shall have the right to amend, modify, discontinue or terminate this Plan, in whole or in part, at any time, without notice; provided, however, that no distribution of SERP Benefits shall occur upon termination of this Plan unless applicable requirements of Code Section 409A have been met. Notwithstanding anything to the contrary herein, benefits payable under this Plan remain subject to the claims of the Company’s general creditors at all times.
|
|
7.09
|
Terms Not Otherwise Defined.
Capitalized terms not otherwise defined in this Plan shall have the same meanings ascribed to such terms under the applicable Retirement Plans.
|
|
7.10
|
No Alienation of Benefits.
An Eligible Executive may not assign or alienate any SERP Benefits, and the Plan will not recognize a domestic relations order that purports to assign any SERP Benefit to another person.
|
|
7.11
|
Recovery of Overpayment
. Any individual shall repay promptly any and all SERP Benefits received by the individual to which the individual is not entitled. Written notice of any overpayment, the amount owed and actions that may be taken in connection with the overpayment will be sent to the individual. If an individual fails to make timely repayment, this Plan shall proceed to recover the overpaid amount. This Plan reserves the right to initiate formal recovery action through the use of a collection agency or through any applicable legal proceedings.
|
|
(a)
|
All benefits provided under the Plan are intended to be exempt from, or in compliance with, Code Section 409A, and the regulations issued thereunder, and the Plan is to be construed accordingly. The Company reserves the right to take such action as the Company deems necessary or desirable to ensure benefits provided under the Plan are exempt from, or comply with, as applicable, Code Section 409A, and the regulations issued thereunder.
|
|
(b)
|
In no event shall any transfer of liabilities to or from this Plan result in an impermissible acceleration or deferral of any SERP Benefits under Code Section 409A. In the event such a transfer would cause an impermissible acceleration or deferral under Code Section 409A, such transfer shall not occur.
|
|
(c)
|
In no event will application of any eligibility requirements under this Plan cause an impermissible acceleration or deferral of any Plan benefits under Code Section 409A.
|
|
(d)
|
In the event an Eligible Executive or Eligible Retired Executive who is receiving, or is entitled to receive, SERP Benefits is reemployed following a Separation From Service, distribution of any SERP Benefits shall not cease or be deferred upon such Eligible Executive's or Eligible Retired Executive's reemployment.
|
|
(e)
|
After receipt of any benefits under the Plan, the obligations of the Company with respect to such benefits shall be satisfied and no Eligible Executive, Eligible Surviving Spouse, Designated Beneficiary, or other person shall have any further claims against the Plan or the Company with respect to Plan benefits.
|
|
9.01
|
Denial of a Claim.
A claim for benefits under the Plan shall be submitted in writing to the Plan Administrator. If a claim for benefits or participation is denied in whole or in part by the Plan Administrator, the claimant will receive written notification within 90 days from the date the claim for benefits or participation is received. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the claimant. If the Plan Administrator determines that an
|
|
9.02
|
Review of Denial of Claim
. In the event that the Plan Administrator denies a claim for benefits or participation, the claimant may request a review by filing a written appeal. If the appeal is from an active Leadership Level One employee, a Named Executive Officer or any individual who, at any time, shall have been a member of the Board of Directors, the appeal will be heard by the Compensation Committee. If the appeal is from any other appellant, the appeal will be heard by the Committee. All appeals must be filed within sixty (60) days of the date of the written notification of denial. The appeal will be considered and a decision shall be rendered within 90 days from the date the appeal is received. Under special circumstances, an extension of time to consider the appeal and render a decision may be needed, in which case a decision shall be rendered as soon as practical. In the event such an extension of time is needed to consider the appeal and render a decision, written notice of such time extension shall be provided to the appellant.
|
|
9.03
|
Decision on Appeal
. The decision on review of the appeal shall be in writing. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the appellant. Decisions rendered on the appeal are final and conclusive and are only subject to the arbitrary and capricious standard of judicial review.
|
|
9.04
|
Limitations Period
. No legal action for benefits under the Plan may be brought against the Plan until after the claim and appeal procedures have been exhausted. Legal actions under the Plan for benefits must be brought no later than two (2) years after the date of the denial of the appeal. No other action may be brought against the Plan more than six (6) months after the date of the last action that gave rise to the claim.
|
|
9.05
|
Venue
. An individual shall only bring an action in connection with the Plan in the United States District Court for the Eastern District of Michigan.
|
|
1.01
|
“
Contributory Service
” shall mean without duplication, the Eligible Executive’s years and any fractional year of contributory service under all Retirement Plans at the earlier of the Eligible Executive’s termination of employment or the Freeze Date, not exceeding one year for any calendar year.
|
|
1.02
|
“
Eligible Executive
” shall mean a person who is the Chairman of the Board and Chief Executive Officer, an Executive Vice President or a Vice President of the Company (excluding any such person who is an employee of a foreign Affiliate of the Company) or a Company employee in Salary Grade 13 or its equivalent or above (Salary Grade 20 or its equivalent or above for Company employees prior to January 1, 1989).
|
|
2.01
|
Eligibility
. An Eligible Retired Executive shall be eligible to receive a Supplemental Benefit as provided herein.
|
|
2.02
|
Amount of Supplemental Benefit
.
|
|
Status at Retirement
|
Applicable Percentage
|
|
|
|
Contributory Service
before 1/1/89
|
Contributory Service
from 1/1/89
|
|
Chairman, Vice Chairman, President
|
.60%
|
.90%
|
|
Executive Vice President
|
.50%
|
.80%
|
|
Vice Presidents
|
|
|
|
Salary Grade 23
|
.40%
|
.70%
|
|
Salary Grade 22
|
.40%
|
.70%
|
|
Salary Grade 21
|
.40%
|
.70%
|
|
Salary Grade 20
|
.40%
|
.70%
|
|
Non-Vice Presidents
|
|
|
|
Salary Grade 21
|
.30%
|
.60%
|
|
Salary Grade 20
|
.30%
|
.60%
|
|
Salary Grade 19
|
.30%
|
.60%
|
|
Salary Grade 18, 17, 16
|
.20%
|
.40%
|
|
Salary Grade 15, 14, 13
|
.10%
|
.20%
|
|
Status at Retirement
|
|
|
Applicable Percentage
|
|
|
|
|
|
|
Chairman, Vice Chairman, President
|
|
|
.50%
|
|
Executive Vice President
|
|
|
.40%
|
|
Vice President
|
|
|
|
|
Salary Grade 23
|
|
|
.35%
|
|
Salary Grade 22
|
|
|
.30%
|
|
Salary Grade 21
|
|
|
.25%
|
|
Salary Grade 20
|
|
|
.20%
|
|
Non-Vice Presidents
|
|
|
|
|
Salary Grade 21
|
|
|
.25%
|
|
Salary Grade 20
|
|
|
.20%
|
|
3.01
|
Ford Aerospace Corporation
. An employee of Ford Aerospace Corporation who was a Vice President of Ford Motor Company as of April 1, 1985 and retired May 1, 1985 shall be deemed to be an Eligible Executive under the Plan only for Supplemental Benefits and shall be eligible to receive such benefits under the Plan based on Credited Service under the Salaried Retirement Plan of Ford Aerospace Corporation.
|
|
3.02
|
Ford New Holland, Inc
. The following shall be applicable to former employees of Ford Tractor Operations who were transferred to Ford New Holland (FNH) and who participated in the GRP for service through December 31, 1989 (“FNH Employees”).
|
|
3.03
|
Sale of Favesa Operations to Lear Seating Corporation.
An Eligible Executive whose employment was transferred to Lear Seating Corporation by reason of the sale of a portion of Plastic and Trim Product Division's seat operations to Lear on November 1, 1993 and who was eligible to retire under the terms of the GRP as of
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3.04
|
Transition of Jaguar/Landrover Employee to Tata Motors.
An Eligible Executive whose employment was transferred to Tata Motors by reason of the sale of the assets of Jaguar/Landrover divisions to Tata Motors on January 1, 2009 and who was eligible to retire under the terms of the GRP as of December 31, 2008, shall retain eligibility to receive a Supplemental Benefit, and shall receive such benefits as are applicable under the terms of the Plan in effect as of December 31, 2008; provided, however that for purposes of calculating the Supplemental Benefit, the Plan shall use (i) the employee's position or salary grade with the Company as of December 31, 2008; (ii) the Final Five Year Average Base Salary as of December 31, 2008; and (iii) the employee's Credited Service as of December 31, 2008.
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3.05
|
Visteon Corporation.
The following shall be applicable to employees of Ford who were transferred to Visteon Corporation on April 1, 2000 (“U.S. Visteon Employees”) and who ceased active participation in the Plan as of June 30, 2000 after Visteon Corporation was spun-off from Ford, June 28, 2000.
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(b)
|
Group III Employees.
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1.01
|
Credited Service.
Credited Service, if any, for each such Eligible Executive for any period of time during which the Eligible Executive did not receive a cash base salary shall be determined by the Committee, in its sole discretion, based on the credited service the Eligible Executive would have accrued under the GRP had the Eligible Executive participated in, and accrued credited service under, the GRP during such period of time.
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1.02
|
Monthly Base Salary.
Monthly Base Salary for each such Eligible Executive shall be determined by the Committee, in its sole discretion, based on a notional monthly base salary for the period of time during which the Eligible Executive did not receive a cash base salary.
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1.03
|
Affected Eligible Executives.
The following Eligible Executives' Special Supplemental Benefits shall be determined in accordance with this Section:
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2.01
|
“Affiliate”
shall mean, as applied with respect to any person or legal entity specified, a person or legal entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person or legal entity specified.
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2.02
|
“BEP”
shall mean the Ford Motor Company Benefit Equalization Plan, as amended.
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2.03
|
“Code”
shall mean the Internal Revenue Code of 1986, as amended.
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2.04
|
“Committee”
shall mean Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer (or, in the event of a change in title, such officer’s functional equivalent), and such person or persons to whom the Group Vice President – Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer delegate authority to administer the Plan.
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2.05
|
“Company”
shall mean Ford Motor Company and such of the subsidiaries of Ford Motor Company as, with the consent of Ford Motor Company, shall have adopted this Plan.
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2.06
|
“Compensation Committee”
shall mean the Compensation Committee of the Board of Directors of Ford Motor Company.
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2.07
|
“Contributory Service”
shall mean, without duplication, the Eligible Executive’s years and any fractional year of contributory service under the GRP at the earlier of the Eligible Executive’s termination of employment or the Freeze Date, not exceeding one year for any calendar year.
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2.08
|
“Credited Service”
shall mean, without duplication, the Eligible Executive’s years and any fractional year of credited service under the GRP or any other retirement plan to which the Company contributes at the earlier of the Eligible Executive’s termination of employment or the Freeze Date, not exceeding one year for any calendar year.
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2.09
|
“DB SERP”
shall mean the Ford Motor Company Defined Benefit Supplemental Executive Retirement Plan, as amended.
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2.10
|
“DEP”
shall mean the Ford Motor Credit Company Deferred Equalization Plan, as amended.
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2.11
|
“DEP Select Benefits”
shall mean the benefits described in Section 4.04.
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2.12
|
“Eligible Executive(s)”
shall mean a full time U.S. Company employee who:
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2.13
|
“Eligible Surviving Spouse”
shall mean an individual to whom a Retired Executive legally is married under the laws of the state or foreign jurisdiction where the marriage took place prior to such Retired Executive’s benefit commencement date and for at least one year as of the date of the Retired Executive’s death.
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2.14
|
“ESAP”
shall mean the Ford Motor Company Executive Separation Allowance Plan, as amended
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2.15
|
“ESAP Select Benefit(s)”
shall mean the benefits described in Section 4.03.
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2.16
|
“
Final Average Monthly Salary
” shall mean “Final Average Monthly Salary” as defined in the GRP.
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2.17
|
“
Final Five Year Average Base Salary
” shall mean the average of the final five year-end Monthly Base Salaries immediately preceding the earlier of the Eligible Executive’s Retirement Effective Date, or the first date after the Freeze Date.
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2.18
|
“Freeze Date”
shall mean the later of December 31, 2019, or the end of the month during which the Eligible Executive reaches 35 years of Credited Service.
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2.19
|
“GRP”
shall mean the Ford Motor Company General Retirement Plan, as amended.
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2.20
|
“GRP Select Benefit(s)”
shall mean the monthly benefits described in Section 4.01.
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2.21
|
“
Monthly Base Salary
” shall mean the monthly base salary paid to an Eligible Executive on December 31, prior to giving effect to any salary reduction agreement pursuant to an employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (i) to which Code Section 125 or Code Section 402(e)(3) applies, or (ii) which provides for the elective deferral of compensation. It does not include supplemental compensation or any other kind of extra or additional compensation.
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2.22
|
“Named Executive Officer(s)”
shall mean any Chief Executive Officer that served during the last completed fiscal year, any Chief Financial Officer that served during the last completed fiscal year, the next three most highly compensation executive officers at the end of the last completed fiscal year, and up to two additional individuals who would have been among the most three highly compensated executive officers had they been executive officers at the end of the previous fiscal year end.
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2.23
|
“Plan”
shall mean the Ford Motor Company Select Retirement Plan, as amended.
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2.24
|
“Plan Administrator”
shall mean such person or persons to whom the Committee shall delegate authority to administer the Plan, who does not already act as a Committee member.
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2.25
|
“Retired Executive”
shall mean an Eligible Executive who has a Separation From Service from the Company under the terms and conditions of this Plan on the Retirement Effective Date.
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2.26
|
“Retirement Effective Date”
shall mean the first day of the month immediately following or coincident with an Eligible Executive’s date of Separation From Service as designated by the Company.
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2.27
|
“Retirement Plans”
shall mean the GRP, the BEP, the DB SERP, the ESAP and the DEP.
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2.28
|
“Salary
” shall mean salary at the basic salary rate without regard to the Code Section 401(a)(17) limit and not including supplemental compensation, premiums, pay for overtime, or any other kind of extra or additional compensation.
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2.29
|
“Select Benefits”
shall mean the retirement benefits described in Section 4.
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2.30
|
“Separation From Service”
shall be determined to have occurred on the date on which an Eligible Executive incurs a “separation from service” within the meaning of Code Section 409A.
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2.31
|
“DB SERP Select Benefits”
shall mean the benefits described in Section 4.02.
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2.32
|
“Special Select Benefits”
shall mean the benefits described in Section 4.05.
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2.33
|
“Specified Employee”
shall mean an employee of the Company who is a “Key Employee” as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations thereunder and disregarding Subsection 416(i)(5). A Specified Employee shall be identified as of December 31st of each calendar year and such identification shall apply to any Specified Employee who shall incur a Separation From Service in the 12-month period commencing April 1st of the immediately succeeding calendar year. An employee who is determined to be a Specified Employee shall remain a Specified Employee throughout such 12-month period regardless of whether the employee meets the definition of “Specified Employee” on the date the employee incurs a Separation From Service. This provision is effective for Specified Employees who incur a Separation From Service on or after January 1, 2005. For purposes of determining Specified Employees, the definition of compensation under Treasury Regulation Section 1.415(c)-2(d)(3) shall be used, applied without the use of any of the special timing rules provided in Treasury Regulation Section 1.415(c)-2(e) or the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(i), but applied with the use of the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(ii).
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2.34
|
“Subsidiary”
shall mean, as applied with respect to any person or legal entity specified, (i) a person or legal entity, a majority of the voting stock of which is owned or controlled, directly or indirectly, by the person or legal entity specified, or (ii) any other type of business organization in which the person or legal entity specified owns or controls, directly or indirectly, a majority interest.
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3.01
|
Effective Agreement
. To participate in the Plan, an Eligible Executive must submit to the Company a completed and signed agreement prior to receiving such Select Benefits. The Company shall provide the applicable form agreement for this purpose and no other agreement form shall be used for this purpose.
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3.02
|
Revocation of Agreements
. An Eligible Executive may revoke an agreement provided in accordance with Section 3.01 by giving written notice to the Company no later than seven (7) days after the date on which the Eligible Executive submitted a signed agreement to the Company in accordance with Section 3.01. The Company shall provide a revocation form for this purpose and no other revocation or form shall be used for this purpose.
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4.01
|
GRP Select Benefits.
The GRP Select Benefit payable to a Retired Executive shall be a monthly benefit in an amount equal to the difference between (X) and (Y) where (X) is the monthly GRP benefit for such Retired Executive, determined under the terms of the GRP in effect as of the Retirement Effective Date after giving effect to the following adjustments:
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•
|
Add three years to the Retired Executive's attained age as of the Retirement Effective Date only for the purpose of determining the supplement rates and applicable early retirement reduction factors set forth in Appendices C and G, respectively, to the GRP; and
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•
|
Add three years to the Retired Executive's years of Credited Service and Contributory Service as of the Retirement Effective Date, without the requirement of employee contributions. For commencements after December 31, 2019, Credited Service and Contributory Service are limited to the years of service as of the Freeze Date, including any additional years provided in this paragraph; and
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•
|
If service is provided under the immediately preceding paragraph, the Final Average Monthly Salary for a Retired Executive under the terms of this Plan shall be determined as if the Retired Executive had been a contributing member and received Contributory Service for up to three additional years after the Retirement Effective Date at the Retired Executive's Salary in effect as of the date immediately preceding the Retirement Effective Date;
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4.02
|
DB SERP Select Benefits.
The DB SERP Select Benefit applicable to a Retired Executive who is otherwise eligible, or who becomes eligible, for a DB SERP benefit under the terms of the DB SERP in effect as of the Retirement Effective Date shall be an amount equal to the difference between (X) and (Y) where (X) is the DB SERP benefit determined under the terms of the DB SERP after giving effect to the following adjustments:
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|
•
|
Add three years to the Retired Executive's attained age as of the Retirement Effective Date; and
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•
|
Add three years to Credited Service and years at the current Leadership Level as of the Retired Executive’s Retirement Effective Date. For commencements after December 31, 2019, Credited Service is limited to the years of service as of the Freeze Date, including any additional years provided in this paragraph; and
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•
|
If service is provided under the immediately preceding paragraph, the Final Five Year Average Base Salary for a Retired Executive under the terms of this Plan shall be determined as if the Retired Executive had continued to receive Credited Service for up to three additional years after the Retirement Effective Date at the Retired Executive's Monthly Base Salary;
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4.03
|
ESAP Select Benefits.
The ESAP Select Benefit applicable to a Retired Executive who is otherwise eligible, or who becomes eligible, for an ESAP benefit under the terms of the ESAP in effect as of the Retirement Effective Date shall be an amount equal to the difference between (X) and (Y) where (X) is the ESAP benefit determined under the terms of the ESAP in effect as of the Retirement Effective Date after giving effect to the following adjustments:
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|
•
|
Add three years to the Retired Executive's attained age as of the Retirement Effective Date; and
|
|
•
|
Add three years to Credited Service, Contributory Service (without the requirement of employee
|
|
4.04
|
DEP Select Benefits.
The DEP Select Benefit applicable to a Retired Executive who is otherwise eligible for a DEP benefit under the terms of the DEP in effect as of the Retirement Effective Date, shall be an amount equal to the difference between (X) and (Y) where (X) is the DEP benefit determined under the terms of the DEP after adjusting Final Average Monthly Salary as if the Retired Executive had been a Contributing member and received Contributory Service for three additional years after the Retirement Effective Date at the Retired Executive's Salary and (Y) is the DEP benefit determined under the terms of the DEP in effect as of the Retirement Effective Date.
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4.05
|
Special Select Benefits.
In addition to any other Select Benefits provided under this Plan, the Company may, in its sole discretion, provide Special Select Benefits to certain Eligible Executives. Special Select Benefits provided to Eligible Executives whose compensation is subject to the executive compensation disclosure rules under the Securities Exchange Act of 1934 shall be set forth in Appendix A. Special Select Benefits provided to Eligible Executives who are not subject to such disclosure rules shall be set forth in a separate confidential schedule to the Plan that is administered by the HR Director-Executive Personnel Office. Any Special Select Benefits provided pursuant to this Section shall be paid in accordance with the terms and conditions of this Plan, including without limitation Section 5.
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5.01
|
Except as otherwise provided herein, payment of Select Benefits determined under Section 4 shall commence on or as soon as reasonably practicable after the first day of the month following the date on which the Eligible Executive has a Separation From Service.
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5.03
|
Notwithstanding any other provision of the Plan to the contrary, but subject to the earning out provision of Section 7, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Select Benefit to such Specified Employee shall commence on or as soon as reasonably practicable after the first day of the seventh month following such Specified Employee's Separation From Service. Any Select Benefits to which a Specified Employee otherwise would have been entitled during the first six months following such Specified Employee's Separation From Service shall be accumulated and paid in a lump sum payment on or as soon as reasonably practicable after the first day of the seventh month following such Separation From Service. Any payment delayed under this Section shall not bear interest.
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5.04
|
Payments to a Retired Executive shall cease at the end of the month in which the Retired Executive dies. Except as otherwise provided herein, survivor benefits, if any, payable with respect to any Select Benefits provided under this Plan shall be paid as follows:
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|
(a)
|
GRP Select Benefits
. Survivor benefits payable with respect to GRP Select Benefits shall be paid monthly to an Eligible Surviving Spouse as determined in accordance with Section 4.01. GRP Select Benefits payable to a Retired Executive's Eligible Surviving Spouse shall commence as soon as reasonably practicable following the date of such Retired Executive's death, and continue until the death of the Eligible Surviving Spouse.
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|
(b)
|
DB SERP Select Benefits
. Survivor benefits are payable, with respect to DB SERP Select Benefits, in accordance with the terms of the DB SERP.
|
|
(c)
|
ESAP Select Benefits
. In the event of death of a Retired Executive prior to attaining age 65, or in the event of death on or after January 1, 1981 of an Eligible Executive who (a) has not has a Separation From Service, (b) has at least five years of service at the Leadership Level One or Two, or its equivalent, has at least ten years of contributory membership in the GRP, and is at least age 55, ESAP Select Benefit payments shall be made to such Retired Executive's or Eligible Executive's, as applicable, Eligible Surviving Spouse, if any. Such payments shall commence as soon as reasonably practicable following the date of such Retired Executive' s or Eligible Executive's death, and continue until the earlier of the death of such Eligible Surviving Spouse, or the end of the month in which such Retired Executive or Eligible Executive, as applicable, would have attained age 65.
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(d)
|
DEP Select Benefits
. Survivor benefits payable with respect to DEP Select Benefits shall be paid monthly to an Eligible Surviving Spouse as determined in accordance with Section 4.04. DEP Select Benefits payable to a Retired Executive's Eligible Surviving Spouse shall commence as soon as reasonably practicable following the date of such Retired Executive's death, and continue until the death of the Eligible Surviving Spouse.
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6.01
|
Under Age 55 Select Benefits.
For an Eligible Executive who becomes eligible to receive a GRP Select Benefit prior to age 55 and prior to obtaining 30 years of Credited Service, the GRP Select Benefit shall be payable exclusively under this Plan
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|
6.02
|
Subsidiary Retirement Plans.
If an Eligible Executive under age 55 would have become eligible for a regular early retirement benefit from a Subsidiary's retirement plan if the Eligible Executive had remained in Subsidiary employment until the minimum age or service eligibility requirements under such Subsidiary's plan were met, this Plan shall pay an additional benefit in an amount equal to the Subsidiary early retirement benefit that would have been paid if the minimum eligibility requirements had been met on the Retirement Effective Date. The payment shall cease at such time as the regular early retirement benefit from the Subsidiary's plan becomes payable. If the Subsidiary's plan shall pay only a deferred vested benefit at age 55, payment of any Select Benefit provided under this Plan to an Eligible Executive shall be reduced by the amount of the deferred vested or survivor's benefit payable under such Subsidiary plan. Select Benefits provided under this Plan to an Eligible Executive shall cease upon the Eligible Executive's death. Survivor benefits, if any, shall cease upon the Eligible Surviving Spouse's death. The amounts payable pursuant to this paragraph shall be in addition to any other Select Benefits that otherwise may be payable under this Plan.
|
|
(1)
|
with respect to any such Retired Executive who, at any time, shall have been a member of the Board of Directors, a Leadership Level One employee or a Named Executive Officer, such waiver may be granted by the Compensation Committee upon its determination, in its sole discretion, that there shall not have been, and will not be,
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|
(2)
|
with respect to any other such Retired Executive, such waiver may be granted by the Committee upon its determination, in its sole discretion, that there shall not have been and will not be any such substantial adverse effect upon the Company or any Subsidiary or Affiliate thereof by reason of the nonfulfillment of such condition.
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|
(a)
|
Notwithstanding any other provisions of the Plan to the contrary, the terms of the Plan shall determine the benefits payable to any person under the Plan, and no person shall be eligible for any benefit under the Plan that would be inconsistent with such terms.
|
|
(b)
|
Except as otherwise provided, full authority to administer and interpret this Plan shall be vested in the Committee. The Committee is authorized, in its sole discretion, from time to time, to establish such rules and regulations as it deems appropriate for the proper administration of the Plan, and to make such determinations under, and such interpretations of, and to take such actions in connection with, the Plan as it deems necessary or advisable. Each determination, interpretation, or other action hereunder by the Committee shall be final, binding and conclusive upon all persons for all purposes under the Plan. The Committee may act, in its sole discretion, to delegate administrative and interpretative
authority under this Section to the Plan Administrator.
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|
(c)
|
In the event that an Article, Section or paragraph of the Code, Treasury Regulations, or Retirement Plans is renumbered, such renumbered Article, Section or paragraph shall apply to applicable references in this Plan.
|
|
8.02
|
Local Payment Authorities.
The Vice President and Treasurer and the Assistant Treasurer (or, in the event of a change in title, such officer’s functional equivalent) may act individually to delegate authority to administrative personnel for purposes of paying benefits under the Plan to any person.
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8.03
|
Deductions.
The Company may deduct from any payment of Select Benefits to a Retired Executive or Eligible Surviving Spouse any and all amounts owed to it by such Retired Executive, Eligible Surviving Spouse, or any person, for any reason, and all taxes required by law or government regulation to be deducted or withheld.
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8.04
|
Tax Liabilities.
The Company has no duty to design its compensation policies in a manner that minimizes an individual’s tax liabilities, including tax liabilities arising as a result of Select Benefits provided under the Plan. No claim shall be made against the Plan relating to tax liabilities arising from employment with the Company and/or compensation or benefit arrangements sponsored or maintained by the Company, including this Plan.
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8.05
|
No Contract of Employment.
The Plan is an expression of the Company's present policy with respect to Eligible Executives; it is not a part of any contract of employment. No Eligible Executive, Retired Executive, Eligible Surviving Spouse or any other person shall have any legal or other right to any benefit under this Plan.
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8.06
|
No Company Reemployment.
A Retired Executive shall not be eligible for reemployment by the Company either directly or indirectly through an agency or otherwise. This includes, but is not limited to, employment of a Retired Executive by the Company as a supplemental employee, independent contractor, consultant, advisor, or agency employee, regardless of the length of employment. It also includes employment of a Retired Executive by a sole or single source supplier to the Company, or employment by any supplier of the Company if the responsibilities of the Retired Executive relate primarily to the Company's business with the supplier, and are not merely incidental to the performance of the Retired Executive's other job duties.
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8.07
|
Select Benefits Not Funded.
The Company's obligations under this Plan shall not be funded. Select Benefits under this Plan shall be payable only out of the general funds of the Company.
|
|
8.08
|
Continuing Plan.
The Plan shall be an ongoing Plan and shall be made available at the discretion of the Company. The Company may designate certain periods within a calendar year in which offers of Select Benefits may be made and may provide that no offers of Select Benefits may be accepted before or after designated dates within a calendar year. The Company also may limit the offer of Select Benefits to those within a designated salary roll or band. Select Benefits may be combined with additional types of termination incentives or separation programs upon the direction of the Company. Provisions of such other termination incentives or separation programs are not governed by the terms of this Plan.
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8.09
|
Governing Law.
Except as otherwise provided under Federal law, the Plan, and all rights thereunder, shall be governed, construed and administered in accordance with the laws of the State of Michigan.
|
|
8.10
|
Amendment or Termination.
The Company shall have the right to amend, modify, discontinue or terminate this Plan, in whole or in part, at any time, without notice; provided, however, that no distribution of Select Benefits shall occur upon termination of this Plan, unless applicable requirements of Code Section 409A have been met. Notwithstanding anything to the contrary herein, benefits payable under this Plan remain subject to the claims of the Company’s general creditors at all times.
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|
8.11
|
Terms Not Otherwise Defined.
Capitalized terms not otherwise defined in this Plan shall have the same meanings ascribed to such terms under the applicable Retirement Plans.
|
|
8.12
|
No Alienation of Benefits.
An Eligible Executive may not assign or alienate any Select Benefits, and the Plan will not recognize a domestic relations order that purports to assign any Select Benefit to another person.
|
|
8.13
|
Recovery of Overpayment
. Any individual shall repay promptly any and all Select Benefits received by the individual to which the individual is not entitled. Written notice of any overpayment, the amount owed and actions that may be taken in connection with the overpayment will be sent to the individual. If an individual fails to make timely repayment, this Plan shall proceed to recover the overpaid amount. This Plan reserves the right to initiate formal recovery action through the use of a collection agency or through any applicable legal proceedings.
|
|
(a)
|
All benefits provided under the Plan are intended to be exempt from, or in compliance with, Code Section 409A, and the regulations issued thereunder, and the Plan is to be construed accordingly. The Company reserves the right to take such action as the Company deems necessary or desirable to ensure benefits provided under the Plan are exempt from, or comply with, as applicable, Code Section 409A, and the regulations issued thereunder.
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|
(b)
|
In no event shall any transfer of liabilities to or from this Plan result in an impermissible acceleration or deferral of Select Benefits under Code Section 409A. In the event such a transfer would cause an impermissible acceleration or deferral under Code Section 409A, such transfer shall not occur.
|
|
(c)
|
In no event will application of any eligibility requirements under this Plan cause an impermissible acceleration or deferral of any Plan benefits under Code Section 409A.
|
|
(d)
|
In the event a Retired Executive who is receiving or is entitled to receive, Select Benefits is reemployed following a Separation From Service, distribution of any Select Benefits shall not cease or be deferred upon such Retired Executive's reemployment.
|
|
(e)
|
After receipt of any benefits under the Plan, the obligations of the Company with respect to such benefits shall be satisfied and no Eligible Executive, Eligible Surviving Spouse, beneficiary, or other person shall have any further claims against the Plan or the Company with respect to Plan benefits.
|
|
10.01
|
Denial of a Claim.
A claim for benefits under the Plan shall be submitted in writing to the Plan Administrator. If a claim for benefits or participation is denied in whole or in part by the Plan Administrator, the claimant will receive written notification within 90 days from the date the claim for benefits or participation is received. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the claimant. If the Plan Administrator determines that an extension of time to consider a claim and render a decision is needed, written notice of the extension shall be furnished to the claimant as soon as practical.
|
|
10.02
|
Review of Denial of Claim
. In the event that the Plan Administrator denies a claim for benefits or participation, the claimant may request a review by filing a written appeal. If the appeal is from an active Leadership Level One employee, a Named Executive Officer or any individual who, at any time, shall have been a member of the Board of Directors, the appeal will be heard by the Compensation Committee. If the appeal is from any other appellant, the appeal will be heard by the Committee. All appeals must be filed within sixty (60) days of the date of the written notification of denial. The appeal will be considered and a decision shall be rendered within 90 days from the date the appeal is received. Under special circumstances, an extension of time to consider the appeal and render a decision may be needed, in which case a decision shall be rendered as soon as practical. In the event such an extension of time is needed to consider the appeal and render a decision, written notice of such time extension shall be provided to the appellant.
|
|
10.03
|
Decision on Appeal.
The decision on review of the appeal shall be in writing. Such notice shall be deemed given upon mailing, full postage prepaid in the United States mail or on the date sent electronically to the appellant. Decisions rendered on the appeal are final and conclusive and are only subject to the arbitrary and capricious standard of judicial review.
|
|
10.04
|
Limitations Period.
No legal action for benefits under the Plan may be brought against the Plan until after the claim and appeal procedures have been exhausted. Legal actions under the Plan for benefits must be brought no later than two (2) years after the date of the denial of the appeal. No other action may be brought against the Plan more than six (6) months after the date of the last action that gave rise to the claim.
|
|
10.05
|
Venue
. An individual shall only bring an action in connection with the Plan in the United States District Court for the Eastern District of Michigan.
|
|
1.01
|
Contributory Service.
Contributory Service, if any, for each such Eligible Executive for any period of time during which the Eligible Executive did not receive a cash base salary shall be determined by the Committee, in its sole discretion, based on the contributory service the Eligible Executive would have accrued had the Eligible Executive participated in the GRP on a contributory basis during such period of time.
|
|
1.02
|
Credited Service.
Credited Service, if any, for each such Eligible Executive for any period of time during which the Eligible Executive did not receive a cash base salary shall be determined by the Committee, in its sole discretion, based on the service the Eligible Executive would have accrued had the Eligible Executive participated in, and accrued credited service under, the GRP during such period of time.
|
|
1.03
|
Monthly Base Salary.
Monthly Base Salary for each such Eligible Executive shall be determined by the Committee, in its sole discretion, based on a notional monthly base salary for the period of time during which the Eligible Executive did not receive a cash base salary.
|
|
1.04
|
Final Average Monthly Salary.
Final Average Monthly Salary for each such Eligible Executive shall be determined by the Committee, in its sole discretion, based on a notional monthly base salary for the period of time during which the Eligible Executive did not receive a cash base salary.
|
|
1.05
|
Affected Eligible Executives.
The following Eligible Executive’s Special Select Benefits shall be determined in accordance with this Section:
|