{"id":40664,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-executive-retirement-plan-ford-motor-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-executive-retirement-plan-ford-motor-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplemental-executive-retirement-plan-ford-motor-co.html","title":{"rendered":"Supplemental Executive Retirement Plan &#8211; Ford Motor Co."},"content":{"rendered":"<pre>\nSUPPLEMENTAL EXECUTIVE RETIREMENT PLAN\n \nAs applicable to retirements of Eligible Executives on or after \nJanuary 1, 19921\nAmended through December 18, 2000\n\n\nSection 1. Introduction.  On January 1, 1985, the Company  established \nthis Plan  for  the  purpose  of  providing   Eligible   Executives  \nwith  a  monthly Supplemental  Benefit for their lifetime in the event \nof their  retirement  from employment with the Company under certain \ncircumstances.  The Plan also provides for the award of Conditional  \nAnnuities and Pension Parity  Benefits to selected Eligible Executives \nunder certain circumstances.\n\n\nSection 2. Definitions. As used in the Plan, the following terms shall \nhave the following meanings, respectively:\n\n2.01 \"Affiliate\" shall mean, as applied with respect to any person or \nlegal entity specified, a person or legal entity that directly or \nindirectly,  through one or more  intermediaries,  controls or is  \ncontrolled  by, or is under common control with, the person or legal \nentity specified.\n\n2.02  \"Committee\"  shall mean the Compensation and Option Committee of \nFord Motor Company.\n\n2.03 \"Company\"  shall mean Ford Motor Company,  Ford Motor Credit  \nCompany, and such of the subsidiaries of the Company as, with the \nconsent of the Company, shall have adopted the Plan.\n\n2.04 \"Credited  Service\" shall mean without  duplication  the years and any\nfractional  year of credited  service at retirement,  not exceeding one \nyear for any calendar year, of the Eligible Executive under all the \nRetirement Plans.\n\n2.05  \"Designated  Beneficiary\"  shall  mean the  beneficiary  or  \nbeneficiaries designated by an Eligible  Executive or Eligible Retired  \nExecutive in a writing filed with the Company (subject to such \nlimitations as to the classes and number of beneficiaries and \ncontingent  beneficiaries and such other limitations as the Committee \nmay  prescribe) to receive,  in the event of the death of the Eligible\nExecutive or Eligible Retired Executive,  the Death Benefits provided \nin Section 4.04. An Eligible  Executive or Eligible  Retired  \nExecutive  shall be deemed to have  designated as  beneficiary or  \nbeneficiaries  under the Plan the person or persons who receive such \nEligible  Executive's or Eligible  Retired  Executive's life insurance \n proceeds under the Company-paid Basic Life Insurance Plan unless\nsuch Eligible  Executive or Eligible Retired  Executive shall have \nassigned such life insurance in which event the Death Benefits shall \nbe paid to such assignee; provided,  however, that if the Eligible \nExecutive or Eligible Retired Executive shall  have  filed  with  the  \nCompany  a  written  designation  of a  different beneficiary  or  \nbeneficiaries  under  the Plan,  such  \n\n----- \n1See  Appendix A for  provisions  applicable  to  retirements  of \nEligible Executives  on or  after  January  1,  1985  and  prior to  \nJanuary  1,  1992 or retirements of Eligible Executives from certain \nformer Company Affiliates.\n\n\n\n                                       2\n\nbeneficiary  form shall  control.  An Eligible  Executive  or  Eligible  Retired\nExecutive  may from  time to time  revoke  or  change  any such  designation  of\nbeneficiary  and  any  designation  of  beneficiary  under  the  Plan  shall  be\ncontrolling over any testamentary or other disposition;  provided, however, that\nif the Committee  shall be in doubt as to the right of any such  beneficiary  to\nreceive  any  payment  under  the  Plan,  the  same  may be  paid  to the  legal\nrepresentatives  of the Eligible  Executive or Eligible  Retired  Executive,  in\nwhich case the Company, the Committee and the members thereof shall not be under\nany further liability to anyone.\n\n     2.06  \"Eligible  Executive\"  shall mean a person who is the Chairman of the\nBoard,  the Vice  Chairman,  the  President  and  Chief  Executive  Officer,  an\nExecutive  Vice  President,  a Group Vice  President or a Vice  President of the\nCompany  (excluding any such person who is an employee of a foreign Affiliate of\nthe Company) or a Company  employee in  Leadership  Level Four or above,  or its\nequivalent, (but for periods prior to July 1, 1996, excluding a Company employee\nwho is an employee of Jaguar Cars, a division of the Company).\n\n     2.07 \"Eligible Retired Executive\" shall mean\n\n     (a) with respect to Supplemental Benefits, an Eligible Executive who\n\n          (1) shall retire  directly  from Company  employment  (i) on normal or\n          disability  retirement  or (ii) with the approval of the Company at or\n          after  age  55  on  early  retirement;  \n\n          (2) will  receive a normal,  disability  or early  retirement  benefit\n          under one or more Retirement Plans;\n\n          (3) has at least ten years of  Credited  Service  without  duplication\n          under all Retirement Plans; and\n\n          (4)  has  at  least  five  continuous  years  of  Eligibility  Service\n          immediately preceding retirement (unless the eligibility condition set\n          forth in this  subparagraph (4) is waived by the Chairman of the Board\n          or the President and Chief Executive Officer).\n\n     (b) with respect to Conditional Annuity awards and Pension Parity Benefits,\n     an  Eligible  Executive  (other than an Eligible  Executive  in  Leadership\n     Levels Four through Two or its  equivalent)  who shall retire directly from\n     Company employment, (i) on normal or disability retirement or (ii) with the\n     approval of the Company at or after age 55 on early retirement.\n\n     2.08  \"Eligible  Surviving  Spouse\"  for  purposes  of the  Pension  Parity\nSurviving  Spouse  Benefit  shall  mean a  spouse  to whom an  Eligible  Retired\nExecutive has been married at least one year at the date of the Eligible Retired\nExecutive's death.\n\n     2.09  \"Eligibility  Service\"  shall mean Company  service while an Eligible\nExecutive.\n\n\n\n                                       3\n\n     2.10 \"FE&amp;R\"  shall mean Ford  Electronics  and  Refrigeration  LLC, but for\nperiods prior to February 1, 1999 shall mean Ford Electronics and  Refrigeration\nCorporation.\n\n     2.11 \"FE&amp;R Retirement  Plan\" means the Salaried  Retirement Plan of FE&amp;R as\nit may be amended.\n\n     2.12 \"Final Five Year Average  Base Salary\"  means the average of the final\nfive year-end  Monthly Base  Salaries  immediately  preceding  retirement of the\nEligible Retired Executive.\n\n     2.13 \"Final Three Year Average Base Salary\"  means the average of the final\nthree year-end Monthly Base Salaries  immediately  preceding retirement or death\nof the Eligible Retired Executive.\n\n     2.14  \"General  Retirement  Plan\" or \"GRP\"  means  the Ford  Motor  Company\nGeneral Retirement Plan, as it may be amended.\n\n     2.15 \"Monthly Base Salary\" of an Eligible  Executive means the monthly base\nsalary paid to such person while an Eligible  Executive on December 31, prior to\ngiving effect to any salary reduction  agreement pursuant to an employee benefit\nplan, as defined in Section 3(3) of the Employee  Retirement Income Security Act\nof 1974,  as  amended,  (i) to which  Section  125 or Section  402(e)(3)  of the\nInternal  Revenue Code of 1986, as amended,  applies or (ii) which  provides for\nthe  elective  deferral  of  compensation.  It  does  not  include  supplemental\ncompensation or any other kind of extra or additional compensation.\n\n     2.16 \"Plan\" means the Supplemental  Executive Retirement Plan of Ford Motor\nCompany, as amended.\n\n     2.17 \"Retirement  Plans\" includes the General  Retirement Plan and the FE&amp;R\nRetirement Plan for periods prior to July 1, 2000.\n\n     2.18  \"Subsidiary\"  shall mean,  as applied  with  respect to any person or\nlegal  entity  specified,  (i) a person or legal entity a majority of the voting\nstock of which is owned or controlled,  directly or indirectly, by the person or\nlegal entity specified or (ii) any other type of business  organization in which\nthe person or legal entity specified owns or controls, directly or indirectly, a\nmajority interest.\n\n     2.19 \"Annual Incentive  Compensation  Plan\" shall mean the Annual Incentive\nCompensation Plan of Ford Motor Company.\n\n\n     Section 3. Supplemental Benefits.\n\n     3.01  Eligibility.  An  Eligible  Retired  Executive  shall be  eligible to\nreceive a Supplemental Benefit as provided herein.\n\n\n\n                                       4\n\n     3.02 Amount of Supplemental Benefit.\n\n     (a) Subject to any  reductions  pursuant to Subsection (b) below and to any\nlimitations and reductions pursuant to other provisions of the Plan, the monthly\nSupplemental  Benefit shall be an amount equal to the Eligible Executive's Final\nFive Year Average Base Salary  multiplied by the Eligible  Executive's  years of\nCredited  Service  at  retirement,  and  further  multiplied  by the  Applicable\nPercentage  based  on  the  Eligible   Executive's   position  or  salary  grade\nimmediately preceding retirement, as follows:\n\nFor retirements on or after January 1, 1992 but prior to August 1, 1995\n\n    Status at Retirement                                  Applicable Percentage\n \n    Chairman, Vice Chairman, President                            .90%\n    Executive Vice President                                      .80%\n    Vice President                                                .70%\n    Non-Vice Presidents\n      - Salary Grade 21, 20, 19                                   .60%\n      - Salary Grade 18, 17, 16                                   .40%\n      - Salary Grade 15, 14, 13                                   .20%\n\n\nFor retirements on or after August 1, 1995 but prior to February 1, 2000\n\n    Status at Retirement                                  Applicable Percentage\n\n    Vice President Band\n      - Chairman, Vice Chairman, President                        .90%\n      - Executive Vice President                                  .80%\n      - Group Vice President                                      .75%\n      - Vice President                                            .70%\n    Non-Vice President\n      - General Executive Band                                    .60%\n      - Executive Band                                            .40%\n      - Salary Grade 15, 14, 13                                   .20%\n\n\nFor retirements on or after February 1, 2000\n\n    Status at Retirement                                  Applicable Percentage\n\n    Leadership Level One\n      - Chairman, Vice Chairman, President                        .90%\n      - Executive Vice President                                  .80%\n      - Group Vice President                                      .75%\n      - Vice President                                            .70%\n \n\n\n                                       5\n\n    Leadership Level Two1\n      - Standard Benefit                                          .40%\n      - Non-standard Benefit2                                     .60%\n    Leadership Level Three                                        .20%\n    Leadership Level Four                                         .20%\n \n     (b) For an Eligible  Retired  Executive  who shall retire before age 62 the\nmonthly Supplemental Benefit payable hereunder shall equal the amount calculated\nin accordance with the immediately  preceding  Subsection (a) reduced by 5\/18 of\n1%  multiplied  by  the  number  of  months  from  the  later  of the  date  the\nSupplemental  Benefit  commences  or age 55 in the case of  earlier  receipt  by\nreason of disability retirement to the first day of the month after the Eligible\nRetired Executive would attain age 62.\n\n     3.03 Payments.  Subject to the earning-out  conditions set forth in Section\n6, Supplemental  Benefits, in the amount determined under Section 3.02, shall be\npayable out of the Company's general funds monthly beginning on the first day of\nthe month when the Eligible  Retired  Executive's  retirement  benefit under any\nRetirement  Plan or under the  Company's  Executive  Separation  Allowance  Plan\nbegins.  Payments to an Eligible Retired Executive  hereunder shall cease at the\nend of the month in which the Eligible Retired Executive dies.\n\n\n     Section 4. Conditional Annuities.\n\n     4.01  Eligibility.  The  Committee  may,  in its  discretion,  award  to an\nEligible  Executive (other than an Eligible  Executive in Leadership Levels Four\nthrough Two or its  equivalent)  additional  retirement  income in the form of a\nConditional Annuity.\n\n     4.02 Amount of Conditional Annuity.\n\n     (a) In determining the amount of any  Conditional  Annuity to be awarded to\n\nan Eligible  Executive for any year, the Committee  shall consider the Company's\nprofit performance and the amount that is awarded to such Eligible Executive for\nsuch year under the Annual  Incentive  Compensation  Plan.  Awards shall be made\nonly for years in which the  Committee  has  decided,  for  reasons  other  than\nindividual or corporate  performance or  termination  of employment,  to make an\naward to an Eligible  Executive  under the Annual  Incentive  Compensation  Plan\nwhich is less than would have been  awarded if the  historical  relationship  to\nawards to other executives had been followed.\n\n     (b) The aggregate  annual amount  payable under the  Conditional  Annuities\nawarded  to any  Eligible  Executive  shall not  exceed  an amount  equal to the\nApplicable  Percentage of the average of such Eligible  Executive's  Final Three\nYear Average Base Salary, determined in accordance with the following table:\n-----\n1 General  Executive Band Eligible  Executives  who, on or after January 1, 2000\nwere  reclassified  as  Leadership  Level  Two  Employees,  shall  retain  their\nentitlement   to   the   .60%   Applicable    Percentage   regardless   of   the\nreclassification.\n2 The  non-standard  benefit will be available for Leadership Level Two Eligible\nExecutives  only upon  approval of the President  and Chief  Executive  Officer,\nGroup  Vice   President  and  Chief   Financial   Officer  and  Executive   Vice\nPresident-Human Resources.\n\n\n                                       6\n\n                                                Applicable Percentage\n    Number of Years for                 Chairman,                    All Other\n    which a Conditional                 Vice Chairman                Eligible\n    Annuity is awarded                  and President                Executives\n\n            1                                30%                        20%\n            2                                35                         25\n            3                                40                         30\n            4                                45                         35\n            5 or more                        50                         40\n\n     The  percentage  shall be reduced  pro rata to the extent  that  service at\nretirement is less than 30 years.\n\n     4.03 Payments.\n\n     (a)  Subject  to  the  earning-out  conditions  set  forth  in  Section  6,\nConditional  Annuities,  in the amount  determined  under Section 4.02, shall be\npayable out of the Company's general funds monthly beginning on the first day of\nthe month when the Eligible  Retired  Executive's  retirement  benefit under any\nRetirement  Plan or under the  Company's  Executive  Separation  Allowance  Plan\nbegins. Except as provided in Section 4.04, payments with respect to an Eligible\nRetired  Executive  hereunder  shall cease at the end of the month in which such\nEligible Retired Executive dies.\n\n     (b) For an  Eligible  Executive  who  retires  before age 65,  the  monthly\npayment under any Conditional  Annuity awarded to such Eligible  Executive shall\nequal the  actuarial  equivalent  (based on factors  determined by the Company's\nindependent  consulting actuary) of the monthly amount payable for retirement at\nage 65.\n\n     4.04 Death Benefits.  Upon death before  retirement but at or after age 55,\nthe Eligible Executive's  Designated  Beneficiary shall be paid a lump sum equal\nto 30 times  (representing 30 months) the aggregate monthly amount payable under\nsuch Eligible  Executive's  Conditional  Annuities if the Eligible Executive had\nbeen age 55 at death, increased by one-third of one month for each full month by\nwhich  such  Eligible  Executive's  age at death  shall  exceed age 55. If death\noccurs within 120 months  following  retirement,  the monthly payments under the\nConditional  Annuity shall be continued to the  Designated  Beneficiary  for the\nremaining balance of the 120 month period following retirement.\n\n\n     Section 5. Pension Parity Benefits.\n\n     Section 5.01  Eligibility.  For retirements on or after October 1, 1998, an\nEligible  Retired  Executive at Ford Motor  Company  (U.S.) or Ford Motor Credit\nCompany  (U.S.) who held the position of a Vice President or above at Ford Motor\nCompany  (U.S.)  immediately  prior to  retirement  and who had  service  with a\nsubsidiary, including an international subsidiary, at any time prior to becoming\nan employee of Ford Motor  Company  (U.S.) or Ford Motor Credit  Company  (U.S.)\nshall be eligible to receive a Pension Parity Benefit as provided below.\n\n\n\n                                       7\n\n     Section 5.02 Amount of Pension Parity  Benefit.  The monthly Pension Parity\nBenefit shall be an amount equal to the difference  between (i) and (ii),  where\n(i) is the amount of the monthly retirement benefit which would be payable under\nthe  GRP,  the  Executive  Separation  Allowance  Plan  (\"ESAP\"),   the  Benefit\nEqualization Plan (\"BEP\"),  and the Select Retirement Plan (\"SRP\") if all of the\nEligible Retired  Executive's  years of service under the  GRP\/ESAP\/BEP\/SRP  and\neach of the subsidiary's  retirement plans were counted as years of contributory\nservice under the  GRP\/ESAP\/BEP\/SRP and (ii) is the amount of monthly retirement\nbenefit  that  is  or  was  payable  under  the   GRP\/ESAP\/BEP\/SRP,   under  the\nsubsidiary's  retirement plans,  under this Plan as a Supplemental  Benefit or a\nConditional  Annuity,  if  applicable,  or under any other plan  sponsored  by a\nsubsidiary which provided  pension-type benefits (and if such benefits were paid\nin a lump sum as a  termination  benefit,  this Plan shall  convert the lump sum\ninto an actuarial  equivalent  annuity (as determined by an independent  actuary\nappointed  by Ford Motor  Company)  payable in the same form as the GRP  pension\npayable to the Eligible Retired Executive, or as was otherwise required pursuant\nto a  qualified  domestic  relations  order  for  purposes  of  determining  the\nappropriate offset.)\n\n     Section  5.03  Pension  Parity  Surviving  Spouse  Benefits.   An  Eligible\nSurviving Spouse shall be entitled to receive a monthly Pension Parity Surviving\nSpouse  Benefit  upon the death of the Eligible  Retired  Executive in an amount\nequal  to the  difference  between  (i) and  (ii),  where  (i) is the  actuarial\nequivalent  (as  determined by an  independent  actuary  appointed by Ford Motor\nCompany) of the amount of the monthly  survivor's  benefit that would be payable\nunder the GRP, the ESAP,  the BEP,  and the SRP if all of the  Eligible  Retired\nExecutive's  years  of  service  under  the  GRP\/ESAP\/BEP\/SRP  and  each  of the\nsubsidiary's  retirement  plans were  counted as years of  contributory  service\nunder the  GRP\/ESAP\/BEP\/SRP  and (ii) is the  actuarial  equivalent  (under  the\nmethod described in (i) above) of the amount of the monthly  survivor's  benefit\nthat is or was payable  under the  GRP\/ESAP\/BEP\/SRP,  under Section 4.04 of this\nPlan if the Designated  Beneficiary was an Eligible Surviving Spouse,  under the\nsubsidiary's retirement plans, or under any other plan sponsored by a subsidiary\nwhich provided pension-type survivor benefits.\n \n     Section 5.04 Payment.  Subject to the  earning-out  conditions set forth in\nSection 6, the Pension Parity Benefit,  in the amount  determined  under Section\n5.02, shall be payable out of the Company's  general funds monthly  beginning on\nthe first day of the month  when the  Eligible  Retired  Executive's  retirement\nbenefit under any Retirement  Plan or under the ESAP  commences.  Payments to an\nEligible  Retired  Executive  hereunder  shall  cease at the end of the month in\nwhich the Eligible  Retired  Executive dies. The Pension Parity Surviving Spouse\nBenefit,  in the amount  determined  under Section 5.03, shall be payable out of\nthe  Company's  general  funds  monthly  beginning on the first day of the month\nfollowing the Eligible  Retired  Executive's  death.  Pension  Parity  Surviving\nSpouse Benefits paid to an Eligible  Surviving  Spouse shall cease at the end of\nthe month in which the Eligible Surviving Spouse dies.\n\n\n\n                                       8\n\n\n     Section 5.05  Administration and Interpretation.  The Vice  President-Human\nResources and the Group Vice  President and Chief  Financial  Officer shall have\nthe full  power  and  authority  to  develop  uniform  administrative  rules and\nprocedures  to  administer  the Pension  Parity  Benefit and the Pension  Parity\nSurviving Spouse Benefit,  and specifically  shall have the authority to develop\nrules to cover  specific  situations  that may require  that the Pension  Parity\nBenefit or the Pension Parity Surviving Spouse Benefit to be adjusted to reflect\nretirement payments from other sources in respect of prior subsidiary service of\nthe  Eligible  Retired  Executive.  In the event of a change  in the  designated\nofficer's  title,  the officer or officers with  functional  responsibility  for\nRetirement  Plans shall have the power and authority to administer and interpret\nthis Plan.\n \n\n     Section  6.  Earning  Out  Conditions.  Anything  herein  contained  to the\ncontrary notwithstanding, the right of any Eligible Retired Executive to receive\nSupplemental  Benefit,  Conditional Annuity or Pension Parity payments hereunder\nfor any month shall  accrue only if,  during the entire  period from the date of\nretirement to the end of such month, the Eligible  Retired  Executive shall have\nearned out such payment by  refraining  from  engaging in any  activity  that is\ndirectly or  indirectly in  competition  with any activity of the Company or any\nSubsidiary or Affiliate thereof.\n\n     In the  event of an  Eligible  Retired  Executive's  nonfulfillment  of the\ncondition set forth in the immediately  preceding paragraph,  no further payment\nshall be made to the Eligible Retired  Executive or the Designated  Beneficiary;\nprovided,  however,  that the  nonfulfillment  of such condition may at any time\n(whether  before,  at the time of or subsequent to termination of employment) be\nwaived in the following manner:\n\n     (1) with respect to any such  Eligible  Retired  Executive  who at any time\n     shall  have been a member  of the Board of  Directors,  an  Executive  Vice\n     President,  a Group Vice President,  a Vice President,  the Treasurer,  the\n     Controller or the  Secretary of the Company,  such waiver may be granted by\n     the Committee upon its determination  that in its sole judgment there shall\n     not  have  been and will not be any  substantial  adverse  effect  upon the\n     Company  or  any   Subsidiary  or  Affiliate   thereof  by  reason  of  the\n     nonfulfillment of such condition; and\n\n     (2) with respect to any other such Eligible Retired Executive,  such waiver\n     may be granted by the Annual Incentive Compensation Committee of Ford Motor\n     Company  (or any  committee  appointed  by it for  the  purpose)  upon  its\n     determination  that in its sole judgment there shall not have been and will\n     not be any such substantial adverse effect.\n\n     Anything  herein  contained to the contrary  notwithstanding,  Supplemental\nBenefit, Conditional Annuity and Pension Parity payments shall not be paid to or\nwith respect to any person as to whom it has been determined that such person at\nany time (whether before or subsequent to termination of employment)  acted in a\nmanner  inimical to the best  interests of the Company.  Any such  determination\nshall  be  made  by (i) the  Committee  with  respect  to any  Eligible  Retired\nExecutive who at any time shall have been a member of the Board of Directors, an\n\n\n\n                                       9\n\nExecutive  Vice  President,  a  Group  Vice  President,  a Vice  President,  the\nTreasurer,  the Controller or the Secretary of the Company,  and (ii) the Annual\nIncentive  Compensation  Committee  of Ford  Motor  Company  (or  any  committee\nappointed by it for the  purpose)  with  respect to any other  Eligible  Retired\nExecutive,  and  shall  apply  to any  amounts  payable  after  the  date of the\napplicable  committee's  action  hereunder,  regardless  of whether the Eligible\nRetired Executive has commenced receiving any benefits hereunder.  Conduct which\nconstitutes   engaging  in  an  activity  that  is  directly  or  indirectly  in\ncompetition  with any  activity of the Company or any  Subsidiary  or  Affiliate\nthereof shall be governed by the two  immediately  preceding  paragraphs of this\nSection 6 and shall not be subject to any determination under this paragraph.\n\n\n     Section 7. General Provisions.\n\n     7.01 Administration and Interpretation.  An otherwise Eligible  Executive's\nearly  retirement  under  the  Plan is  subject  to  approval  by the  Executive\nPersonnel Committee.  Except as otherwise provided in the preceding sentence and\nexcept  as the  committees  specified  in  Sections  4 and 6 are  authorized  to\nadminister the Plan in certain respects, the Vice President-Human  Resources and\nthe Group Vice President and Chief  Financial  Officer shall have full power and\nauthority on behalf of the Company to administer  and interpret the Plan. In the\nevent of a change in a designated  officer's title, the officer or officers with\nfunctional  responsibility  for  Retirement  Plans  shall  have  the  power  and\nauthority to administer  and interpret the Plan.  All decisions  with respect to\nthe  administration  and  interpretation of the Plan shall be final and shall be\nbinding upon all persons.\n\n     7.02  Deductions.  The Company may deduct from any payment of  Supplemental\nBenefits,  Conditional Annuity awards, or Pension Parity Benefits to an Eligible\nRetired  Executive or Pension Parity  Surviving  Spouse  Benefits to an Eligible\nSurviving Spouse all amounts owing to it by such Eligible  Retired  Executive or\nEligible  Surviving  Spouse for any  reason,  and all taxes  required  by law or\ngovernment regulation to be deducted or withheld.\n \n     7.03 No Contract of Employment.  The Plan is an expression of the Company's\npresent  policy  with  respect to Company  executives  who meet the  eligibility\nrequirements  set forth herein;  it is not a part of any contract of employment.\nNo Eligible Executive, Designated Beneficiary,  Eligible Surviving Spouse or any\nother  person shall have any legal or other right to any  Supplemental  Benefit,\nConditional  Annuity,  Pension Parity Benefit or Pension Parity Surviving Spouse\nBenefit.\n\n     7.04  Governing  Law.  Except as otherwise  provided under federal law, the\nPlan and all rights thereunder shall be governed,  construed and administered in\naccordance with the laws of the State of Michigan.\n\n     7.05 Amendment or Termination.  The Company reserves the right to modify or\namend,  in whole or in part,  or to  terminate  this Plan,  at any time  without\nnotice.\n\n\n                                   Appendix A\n \n     Applicable  to  retirements  of Eligible  Executives on or after January 1,\n1985 but prior to January 1, 1992, or  retirements of Eligible  Executives  from\ncertain former Company Affiliates.\n\n     Section 1. Definitions. The terms used in this Appendix shall have the same\nmeaning  as those in the  Supplemental  Executive  Retirement  Plan,  except  as\nfollows:\n\n     1.01  \"Contributory  Service\" shall mean without  duplication the years and\n     any fractional  year of contributory  service at retirement,  not exceeding\n     one year  for any  calendar  year,  of the  Eligible  Executive  under  all\n     Retirement Plans.\n\n     1.02  \"Eligible  Executive\"  shall mean a person who is the Chairman of the\n     Board, the Vice Chairman,  the President,  an Executive Vice President or a\n     Vice President of the Company (excluding any such person who is an employee\n     of a foreign  Affiliate  of the  Company)  or a Company  employee in Salary\n     Grade 13 or its  equivalent or above (Salary Grade 20 or its  equivalent or\n     above for Company employees prior to January 1, 1989).\n\n     Section 2. Supplemental Benefits.\n\n     2.01  Eligibility.  An  Eligible  Retired  Executive  shall be  eligible to\n     receive a Supplemental Benefit as provided herein.\n\n     2.02 Amount of Supplemental Benefit.\n\n     (a) Subject to any  reductions  pursuant to Subsection (b) below and to any\nlimitations and reductions pursuant to other provisions of the Plan, the monthly\nSupplemental Benefit shall be an amount determined as follows:\n\n          (1) For those  participants  who were Eligible  Executives on or after\n          January 1, 1989 and retired  prior to January 1, 1992, an amount equal\n          to the  Eligible  Executive's  Final  Five Year  Average  Base  Salary\n          multiplied by the Eligible  Executive's years of Contributory  Service\n          at retirement,  and further  multiplied by the  Applicable  Percentage\n          based on the Eligible Executive's position or salary grade immediately\n          preceding retirement and on when the Contributory Service occurred, as\n          follows:\n\n          Status at Retirement                      Applicable Percentage\n                                             Contributory          Contributory\n                                              Service               Service\n                                             before 1\/1\/89         from 1\/1\/89\n          Chairman, Vice Chairman,\n           President                          .60%                   .90%\n          Executive Vice President            .50%                   .80%\n          Vice Presidents\n           Salary Grade 23                    .40%                   .70%\n           Salary Grade 22                    .40%                   .70%\n           Salary Grade 21                    .40%                   .70%\n           Salary Grade 20                    .40%                   .70%\n\n\n\n                                       2\n\n          Non-Vice Presidents\n           Salary Grade 21                    .30%                   .60%\n           Salary Grade 20                    .30%                   .60%\n           Salary Grade 19                    .30%                   .60%\n           Salary Grade 18, 17, 16            .20%                   .40%\n           Salary Grade 15, 14, 13            .10%                   .20%\n\n          (2) For  those  participants  who were  Eligible  Executives  prior to\n          January 1, 1989 and who retired prior to January 1, 1992,  the greater\n          of (A) or (B):\n\n          (A) the  Eligible  Executive's  Final Five Year  Average  Base  Salary\n          multiplied by the Eligible  Executive's  Credited Service, and further\n          multiplied  by  the  Applicable   Percentage  based  on  the  Eligible\n          Executive's position or salary grade immediately preceding retirement,\n          as follows:\n\n          Status at Retirement                           Applicable Percentage\n\n          Chairman, Vice Chairman,\n          President                                             .50%\n          Executive Vice President                              .40%\n          Vice President\n          Salary Grade 23                                       .35%\n          Salary Grade 22                                       .30%\n          Salary Grade 21                                       .25%\n          Salary Grade 20                                       .20%\n          Non-Vice Presidents\n          Salary Grade 21                                       .25%\n          Salary Grade 20                                       .20%\n\n          (B) the  Eligible  Executive's  Final Five Year  Average  Base  Salary\n          multiplied  by the  Eligible  Executive's  Contributory  Service,  and\n          further  multiplied by the Applicable  Percentage set forth in Section\n          (a)(1)  above  based on the  Eligible  Executive's  position or salary\n          grade  immediately  preceding  retirement and on when the Contributory\n          Service occurred.\n\n     (b) For an Eligible  Retired  Executive  who shall retire before age 62 the\nmonthly Supplemental Benefit payable hereunder shall equal the amount calculated\nin accordance with the immediately  preceding  Subsection (a) reduced by 5\/18 of\n1%  multiplied  by  the  number  of  months  from  the  later  of the  date  the\nSupplemental  Benefit  commences  or age 55 in the case of  earlier  receipt  by\nreason of disability retirement to the first day of the month after the Eligible\nRetired Executive would attain age 62.\n\n\n\n                                       3\n\n     Section 3. Former Affiliates and Former Employees.\n\n     3.01 Ford Aerospace Corporation.  An employee of Ford Aerospace Corporation\nwho was a Vice  President of Ford Motor  Company as of April 1, 1985 and retired\nMay 1, 1985 shall be deemed to be an Eligible  Executive under the Plan only for\nSupplemental  Benefits and shall be eligible to receive such benefits  under the\nPlan  based on  Credited  Service  under the  Salaried  Retirement  Plan of Ford\nAerospace Corporation.\n\n     3.02 Ford New Holland,  Inc. The  following  shall be  applicable to former\nemployees of Ford Tractor  Operations  who were  transferred to Ford New Holland\n(FNH) and who  participated  in the General  Retirement Plan for service through\nDecember 31, 1989 (\"FNH Employees\").\n\n     (a) Retirement-Eligible FNH Employees as of January 1, 1989.\n\n     A FNH Employee who was eligible to retire under the General Retirement Plan\non or prior to January 1, 1989, and who was in a position equivalent to a Salary\nGrade 13 or above on December 31, 1989, and who retires  directly from FNH shall\nbe  deemed to be an  Eligible  Executive  under  the Plan only for  Supplemental\nBenefits and shall  receive such benefits as are  applicable  under the terms of\nthe Plan in effect at the date of  retirement,  if  retired  prior to January 1,\n1992,  or the terms of the Plan in effect on January  1, 1992,  if retired on or\nafter January 1, 1992; provided,  however,  that for purposes of calculating the\nSupplemental  Benefit,  the Plan shall use (i) the employee's position or salary\ngrade at FNH as of December  31,  1989;  (ii) the Final Five Year  Average  Base\nSalary immediately  preceding retirement of the Eligible Executive from FNH; and\n(iii) the employee's Credited Service or Contributory Service, as applicable, as\nof December 31, 1989.\n\n     (b) Non-Retirement Eligible Employees as of January 1, 1989.\n\n     A FNH Employee who was not eligible to retire under the General  Retirement\nPlan on or prior to January 1, 1989,  and who was in a position  equivalent to a\nSalary Grade 13 or above on December 31, 1989, and who retires directly from FNH\nshall be deemed to be an Eligible Executive under the Plan only for Supplemental\nBenefits and shall  receive such benefits as are  applicable  under the terms of\nthe Plan in effect as of January 1, 1989; provided,  however,  that for purposes\nof calculating the Supplemental  Benefit,  the Plan shall use (i) the employee's\nposition or salary  grade at FNH as of December  31,  1989;  (ii) the Final Five\nYear  Average  Base  Salary as of  January  1,  1989;  and (iii) the  employee's\nContributory Service as of December 31, 1989.\n\n     3.03 Sale of Favesa Operations to Lear Seating Corporation.\n\n     An Eligible  Executive  whose  employment  was  transferred to Lear Seating\nCorporation  by reason  of the sale of a portion  of  Plastic  and Trim  Product\nDivision's  seat  operations to Lear on November 1, 1993 and who was eligible to\nretire under the terms of the General Retirement Plan as of December 31,\n\n\n\n                                       4\n\n1993,  shall retain  eligibility  to receive a Supplemental  Benefit,  and shall\nreceive such benefits as are applicable under the terms of the Plan in effect as\nof December 31, 1993;  provided,  however that for purposes of  calculating  the\nSupplemental  Benefit,  the Plan shall use (i) the employee's position or salary\ngrade with the Company as of December 31, 1993; (ii) the Final Five Year Average\nBase Salary as of December 31, 1993; and (iii) the employee's  Credited  Service\nas of December 31, 1993.\n\n     3.04 Visteon Corporation. The following shall be applicable to employees of\nFord who were transferred to Visteon Corporation on April 1, 2000 (\"U.S. Visteon\nEmployees\") and who ceased active  participation in the Plan as of June 30, 2000\nafter Visteon Corporation was spun-off from Ford, June 28, 2000.\n\n          (a)  Group I and Group II Employees.\n\n               For purposes of this paragraph, a \"Group I Employee\" shall mean a\n               U.S.  Visteon  Employee  who as of July 1, 2000 was  eligible for\n               immediate normal or regular early retirement under the provisions\n               of the GRP as in effect on July 1,  2000.  A \"Group II  Employee\"\n               shall  mean a U.S.  Visteon  Employee  who  (i) was not a Group I\n               Employee;  (ii) had as of July 1, 2000 a  combination  of age and\n               continuous  service  that  equals or exceeds  sixty  (60)  points\n               (partial months disregarded); and (iii) could become eligible for\n               normal or regular early  retirement  under the  provisions of the\n               GRP as in effect on July 1, 2000 within the period  after July 1,\n               2000 equal to the  employee's  Ford service as of July 1, 2000. A\n               Group I or Group II Employee shall retain  eligibility to receive\n               a  Supplemental  Benefit and shall  receive such  benefits as are\n               applicable  under  the  terms  of  the  Plan  in  effect  on  the\n               retirement date, based on meeting eligibility criteria as of July\n               1, 2000 and  Credited  Service on July 1, 2000 and the Final Five\n               Year Average Base Salary as of the retirement date.\n\n          (b)  Group III Employees.\n\n               For purposes of this paragraph, a \"Group III Employee\" shall mean\n               a U.S. Visteon Employee who participated in the GRP prior to July\n               1, 2000 other than a Group I or Group II Employee. The Plan shall\n               have no liability for any benefits payable to Group III Employees\n               who were  otherwise  eligible  hereunder with respect to Credited\n               Service prior to July 1, 2000 on or after July 1, 2000.\n\n     Section 4.  General.  Except as otherwise  provided in this Appendix A, the\nterms of the Plan  applicable to retirements of Eligible  Executives on or after\nJanuary 1, 1992 shall be applicable to the retirements of Eligible Executives on\nor after January 1, 1985 but prior to January 1, 1992.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7565],"corporate_contracts_industries":[9388],"corporate_contracts_types":[9539,9550],"class_list":["post-40664","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ford-motor-co","corporate_contracts_industries-autos__autos","corporate_contracts_types-compensation","corporate_contracts_types-compensation__retirement"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40664","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40664"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40664"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40664"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40664"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}