FMC Form 8-K September 1, 2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report: September
1, 2006
(Date
of
earliest event reported)
FORD
MOTOR COMPANY
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
|
1-3950
|
38-0549190
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
| |
|
|
One
American Road, Dearborn, Michigan
|
48126
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code 313-322-3000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
140.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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2
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Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective
September 1, 2006, the Board of Directors of the Company elected
Alan Mulally, age 61, President and Chief Executive Officer of the Company,
replacing William Clay Ford, Jr. in those positions. He also was elected a
member of the Board of Directors. The Company will not have an executive
designated as a Chief Operating Officer at this time. William Clay Ford, Jr.,
who remains Chairman of the Board, was appointed Executive Chairman of the
Company effective September 1, 2006.
Since
March 2001 Mr. Mulally has been Executive Vice President of The Boeing Company,
and President and Chief Executive Officer of Boeing Commercial Airplanes. He
also was a member of the Boeing Executive Council and served as Boeing's senior
executive in the Pacific Northwest. Prior to that, Mr. Mulally served in a
number of other executive positions within Boeing.
Mr.
Mulally serves as co-chair of the Washington Competitiveness Council and sits
on
the advisory boards of NASA, the University of Washington, the University of
Kansas, Massachusetts Institute of Technology and the US Air Force Scientific
Advisory Board.
Item
1.01. Entry into a Material Definitive Agreement.
Effective
as of September 1, 2006, the Company entered into an agreement with
Alan Mulally relating to the hiring of Mr. Mulally as President and Chief
Executive Officer. The Company agreed to pay Mr. Mulally a base salary of
$2,000,000 per year.
As
part
of the hiring arrangement, the Company also agreed to pay Mr. Mulally, no later
than September 15, 2006, $7,500,000 as a hiring bonus and $11,000,000 as an
offset for forfeited performance and stock option awards at his former employer.
He may elect to defer these amounts in whole or in part under the Company's
Deferred Compensation Plan.
Effective
September 1, 2006, the Company granted Mr. Mulally (i) 3,000,000 ten-year
nonqualified options that vest 33% one year after the grant date, 33% two years
after the grant date and 34% three years after the grant date and (ii) 1,000,000
five year non-qualified performance-based options that vest based on the regular
way trading closing price of Ford common stock on the New York Stock Exchange
reaching certain thresholds that are maintained for a period of at least 30
consecutive trading days as follows: 250,000 options vest after Ford common
stock closes at least $15 per share for such a period, an additional 250,000
options vest after Ford common stock closes at least $20 per share for such
a
period, an additional 250,000 options vest after Ford common stock closes at
least $25 per share for such a period and an additional 250,000 options vest
after Ford common stock closes at least $30 per share for such a period. All
of
the options granted to Mr. Mulally have an option price equal to the grant
date's current fair market value of $8.28/share (based on the average of the
high and low trading price on the New York Stock Exchange on the grant date).
In
addition, effective September 1, 2006, the Company granted Mr. Mulally 600,000
restricted stock units. The units vest as to 200,000 units one year after the
grant date, 200,000 units two years after the grant date and 200,000 units
three
years after the grant date. Dividend equivalent payments will be made in cash
until the restrictions lapse. When the restrictions lapse, the units will be
valued based on the closing price of Ford common stock on the New York Stock
Exchange on the date of lapse and paid out in cash as soon as practicable
thereafter. Mr. Mulally may elect to defer a portion of these payments under
the
Deferred Compensation Plan. Further, the Company agreed that the 2007
performance-based restricted stock unit opportunity and stock options to be
granted to Mr. Mulally in March 2007 will have a
minimum
grant date value of $6,000,000 and $5,000,000, respectively. The Company also
agreed that his target bonus opportunity for 2007 will be 175% of his base
salary.
If
the
Company terminates Mr. Mulally's employment for reasons other than for cause
during the first five years of his employment or if there is a change in control
of the Company during the first five years of his employment and he terminates
his employment for good reason, the Company will (i) pay Mr. Mulally severance
equal to two times his annual base salary and targeted bonus and (ii) remove
vesting requirements for the initial stock option grant of 3,000,000 options
and
the 600,000 restricted stock units. If Mr. Mulally leaves the Company pursuant
to the above arrangements, he may not work for a competitor for five years
after
the date of his termination. Mr. Mulally will not be entitled to any severance
payment if he is terminated or released at any time for cause.
Mr.
Mulally has the option to live in temporary housing in Southeast Michigan for
the first two years of employment at Company expense. He is eligible for
relocation assistance pursuant to the Company's relocation program when he
relocates his household.
Mr.
Mulally is required to use Company aircraft for personal travel under the
Company's executive security program. When traveling on personal business on
Company aircraft, Mr. Mulally will be entitled to be accompanied by his wife,
children and any guests, at Company expense.
All
items
and benefits described above are subject to the terms, conditions, and
requirements of our benefit or pension plans and programs, the terms of which
may be amended from time to time in the future.
Item
9.01. Financial Statements and Exhibits.
EXHIBITS
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Designation
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Description
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Method
of Filing
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| |
|
|
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Exhibit
99
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News
Release dated
|
Filed
with this Report
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| |
September
5, 2005
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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FORD
MOTOR COMPANY
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(Registrant)
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Date:
September 8, 2006
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By:
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/s/Kathryn
S. Lamping
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Kathryn
S. Lamping
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Assistant
Secretary
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EXHIBIT
INDEX
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Designation
|
Description
|
| |
|
|
Exhibit
99
|
News
Release dated September 5, 2006
|