EX-10.M 9 f12312021exhibit10-m.htm EX-10.M Document

Exhibit 10-M
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Jim Farley
President & CEO
August 14, 2021

Michael Amend


Dear Mike,

This letter is to confirm a change to your recent offer letter, dated August 4, 2021. This letter supersedes the original document.

On behalf of Ford Motor Company and pending Board of Directors approval, I am pleased to offer you the position of Chief Software & Information Officer, an at-will, Leadership Level 1 position, reporting to me. We believe you have the personal and professional qualifications to make a significant addition to our senior leadership team.

Included within this communication is a summary of the broader range of compensation and benefits related to this offer.1 The main features of our offer are summarized below.

Base Salary: $750,000 per year
This amount is payable monthly, according to Ford’s regular payroll practices.

Signing Bonus: $800,000
This amount will be paid in cash within two weeks after your effective date of hire. This payment will be subject to regular tax withholding.2 Please review and sign the attached Signing Bonus Agreement as part of your offer acceptance.

Initial Stock Award: $11,500,000
Pending final approval by the Compensation Committee, you will receive an initial stock award with a grant date value of $11,500,000. This award will be granted in the form of time-vested restricted stock units and will be made on or about November 15, 2021 (assuming your effective date of hire is prior to this date). The quantity of restricted stock units will be determined by the Fair Market Value (FMV) of Ford Common Stock using the closing price for Ford Motor Company Common Stock (trading the regular way on the NYSE) on the grant date for this stock award. This award will vest over a three-year period – 33% immediately upon grant, 33% one year from the grant date, and the remaining 34% two years from the grant date3.

Annual Incentive Compensation Plan (bonus): $608,000
You will be eligible to participate in the Company’s Annual Incentive Compensation Plan (AICP) with a pro-rated bonus for service in 2021 provided you have commenced your employment with Ford before December 31, 20214. Final AICP awards are dependent on Company performance and may be adjusted by the Compensation Committee of the Board of Directors based on your individual performance.4 In April of each performance year, employees are notified of their AICP target. Your annual AICP target will be $608,000 for the 2021 performance year. If earned, the award for the 2021 performance year will be paid in March 2022.

Annual Long-Term Incentive Program (stock award):
You will be eligible to participate in the Company’s annual stock award program beginning in 2022. The present stock award planning value for your position is $2,200,000. Awards vary year to year and are approved by the Compensation Committee. These stock awards are usually granted in March of each year in the form of 40% time-vested restricted stock units and 60% performance-based restricted stock units.3





Retirement/Savings Plans:
Upon hire, you will have the ability to determine and manage your investment elections under the following plans. The current terms of these plans are as follows, subject to Ford’s right to amend the terms in the future:
Savings and Stock Investment Plan (SSIP): Company-sponsored 401(k) retirement and savings plan, inclusive of Ford Retirement Plan (FRP).
The plan provides Company retirement (FRP) contributions to an SSIP account on your behalf of 3.5% to 5.5% of your eligible base salary, based upon your age. Vesting of the FRP contributions is on the third anniversary of your date of hire.
If you choose to contribute your own savings to SSIP, the plan provides Company matching contributions of 90% on the first 5% of your own savings (4.5% maximum match). Vesting of the Company matching contributions is on the third anniversary of your date of hire.
Benefit Equalization Plan (BEP): The Company credits notional contributions to a BEP account on your behalf to make up for Company matching contributions and FRP contributions that would have been made to the SSIP, but were not permitted due to legal limitations on the amount of compensation and/or contributions. This is a non-qualified, unfunded plan.
Defined Contribution Supplemental Executive Retirement Plan (DC SERP): An additional benefit provided to certain executives where notional contributions are credited to a DC SERP account on your behalf, based upon your age and leadership level. This is a non-qualified, unfunded plan.
The combination of FRP, BEP and DC SERP contributions total 11% of your salary.

Relocation:
You are eligible for relocation benefits as provided by Company policy for new hires.5

Vacation and Holidays:
You will receive 2 weeks of paid vacation in 2021. You will receive six (6) weeks of paid vacation in 2022.

Vehicle Program:
You will be eligible for two free Evaluation vehicles, with fuel, for the purpose of obtaining on-road testing and evaluation. You will also be eligible for up to two lease vehicles under the terms of the Management Lease Vehicle Evaluation Program.

Ford Benefits:
Upon your hire, you will be eligible for other Company benefits, as detailed in the attachments.1 Please refer to the attachment for information on coverage levels, enrollment requirements and other relevant information.

Severance Pay and Related:
You will be an at-will employee of the Company, meaning that your employment may be terminated at any time, by the Company or by you, for any reason, except as prohibited by law. Notwithstanding the foregoing, in the event the Company terminates your employment for reasons, other than "for cause" (as defined below), during the first two (2) years of your employment, or if there is a change in control (as defined below) of the Company during the first two (2) years of your employment and you resign for good reason (as defined below) during such two-year period, the Company will pay you a cash lump sum equal to the sum of your annual base salary plus annual bonus target, in each case payable no later than March 15th of the calendar year following the calendar year in which the termination occurs.

Should you leave Ford and accept this separation payment, it is made on the condition that you do not join a competitor for two (2) years after the date of your termination and also sign and deliver an acceptable Waiver and Release provided to you by Ford. You will not be entitled to any separation payment if you are terminated or released at any time "for cause,” as described below, or if you resign (other than in the circumstances described above). Your non-compete, non-solicitation and other covenants will remain in effect.

FOR CAUSE TERMINATION
For purposes of this offer of employment, the term "for cause" shall mean:
a)any act of dishonesty or knowing or willful breach of fiduciary duty on your part that is intended to result in your personal enrichment or gain at the expense of Ford or any of its affiliates or subsidiaries; or
b)commission of a felony involving moral turpitude or unlawful, dishonest, or unethical conduct that a reasonable person would consider damaging to the reputation or image of Ford; or
c)any material violation of the published standards of conduct applicable to officers or executives of Ford that warrants termination; or
d)insubordination or refusal to perform assigned duties or to comply with the lawful directions of your supervisors; or
e)any deliberate, willful, or intentional act that causes substantial harm, loss, or injury to Ford.






CHANGE IN CONTROL
For purposes of this offer of employment, the term "change in control" shall mean:
a)The direct or indirect acquisition by any person of beneficial ownership, through a purchase, merger or other acquisition transaction or series of transactions occurring within a 24-month period, of securities of the Company entitling such person to exercise 50% or more of the combined voting power of the Company’s securities;
b)The transfer, whether by sale, merger or otherwise, in a single transaction or in a series of transactions occurring within a 12-month period, of all or substantially all of the business and assets of the Company in existence as of the date of this Agreement to any person; or
c)The adoption of a plan of liquidation or dissolution of the Company.

GOOD REASON
For purposes of this offer of employment, the term "good reason" shall mean the occurrence, without the Executive's express written consent, of any of the following events during the Protected Period (which shall be the two-year period beginning as of the date of a change in control):
a)Subject to the provision below on duplication of payments, a reduction of the Executive's base salary as in effect immediately prior to a change in control or of such higher base salary as may have been in effect at any time during the Protected Period, except where executive pay is reduced across the Company or substantial portion of the Company as a cost-saving measure;
b)Subject to the provision below on duplication of payments, the failure to pay the Executive any portion of his aggregate compensation including, without limitation, annual bonus, long-term incentive and any portion of his compensation deferred under any plan, agreement or arrangement that is payable or has accrued prior to a change in control, within thirty days of the date payment of any such compensation is due;
c)The failure to afford the Executive annual cash bonus and long-term equity incentive compensation target opportunities at a level which, in the aggregate, is at least equal to 80% of the aggregate level of annual cash bonus and long-term equity incentive compensation target opportunities made available to the Executive immediately prior to the Change in Control;
d)A material diminution or change in the responsibilities of the Executive without the Executive's consent, as such responsibilities existed immediately prior to the change in control;
e)Notwithstanding any other provision of this Agreement, the Executive shall have the right to terminate his employment, with such termination being deemed as if a termination for good reason during the Protected Period, if any successor to the Company does not assume these obligations upon a change in control.

Notwithstanding any provision in this Agreement to the contrary, if the Executive is entitled upon a termination of employment to any change of control related benefits or payments under an employment or other agreement, or a severance plan, the Executive shall not be entitled upon such termination to any duplicative payment or benefits under this Agreement but instead shall receive only the greater payment or benefit, determined on an item by item basis.

Tax Consequences and Possible Delays in Payment to Avoid Penalties:
You are solely responsible and liable for all taxes that may arise in connection with the compensation and benefits that you receive from Ford. This includes any tax arising under Section 409A of the Internal Revenue Code of 1986, as amended (Code). In the event Ford determines that you are a “specified employee” under Code Section 409A, any nonqualified deferred compensation benefit payable upon termination of employment while a “specified employee” will be delayed until the first day of the seventh month following such termination. Please consult your personal financial or tax advisor about the tax consequences of your compensation and benefits. No one at Ford is authorized to provide this advice to you.

This offer of at-will employment is subject to the following conditions:
A completed Health History Form and employment application
A valid proof of identification and acceptable evidence that you are authorized to work in the United States
Determination, to our satisfaction, that information provided by you in your job application and/or resume is valid. This offer is contingent upon successful completion and passing of the background check.
Establishment to Ford’s reasonable satisfaction that your commencement of employment with Ford will not violate any agreement (such as a non-competition agreement) between you and any prior employer.

In addition, your acceptance of this offer is contingent upon the return of the following signed documents:
Signing Bonus Agreement
Non-Disclosure Statement
Confidential Information, Non-compete, and Inventions Assignment Agreement
Acknowledgement Regarding Ford’s Prohibition of Use of Confidential Information of Other Entities





Other documents we require all employees to execute before they start work (i.e. tax forms, direct deposit form) will be provided to you separately.

This offer supersedes any prior communication (written or verbal) regarding the terms of your employment with Ford and remains in effect until August 16, 2021. We anticipate that your first day of employment will be September 7, 2021.

Please plan to provide proof of identification (e.g. passport, driver’s license or other documentation with a photo or physical description) and proof of the ability to work in the United States (e.g. visa, work permit, etc.) when you report for your first day of work. Michigan law will control all issues arising under this offer.

Mike, we are pleased to offer you this opportunity to join the Ford team and look forward to your favorable response. If you have any questions about this offer, please contact Carla Hernandez chernan2@ford.com.

Sincerely,


Jim Farley


I have read the foregoing offer of at-will employment. I agree with and accept this offer of employment subject to the terms and conditions detailed above.
Signature:/s/ Michael AmendDate:August 16, 2021

Attachments:
Employee Application
Benefit Summary
Signing Bonus Agreement
Non-Disclosure Agreement
Confidential Information, Non-Compete, and Inventions Assignment Agreement
Acknowledgement Regarding Ford’s Prohibition of Use of Confidential Information of Other Entities
Background Check Authorization Form

Upon a verbal acceptance, you will be sent additional instructions and the official forms to be signed and returned.



1 Items described in this letter and the attachments, are subject to the terms and conditions of the individual plans and programs. To the extent this summary conflicts with the terms and conditions of the individual plan and program documents, the individual plan and program documents will control. The Company reserves the right to amend or terminate its benefit or pension plans at any time in the future.
2 This payment will be subject to regular tax withholding. If you leave Ford Motor Company within the time specified by the Signing Bonus Agreement or if you are discharged ‘for cause’ within that period, the gross signing bonus, including taxes withheld, must be repaid in full to the Company within two weeks of your departure.
3 Stock award grants are subject to the terms and conditions of the Company’s Long-Term Incentive Plan (LTIP) and approval by the Compensation Committee of the Board of Directors, or its permitted delegates, as provided in the LTIP. Among other provisions, the LTIP requires stock award grants to be canceled if your employment terminates for any reason within six months of the grant date.
4 The Company’s Annual Incentive Compensation Plan (AICP) payments for each performance year are made the following March and are subject to the AICP’s terms and conditions. Please note the payment for the current performance year will not be made if you are discharged ‘for cause’, or choose to terminate employment, prior to the payment being made.
5 If you leave Ford Motor Company within one year of your hire date, you must repay the relocation expenses as indicated in the Relocation Repayment Agreement provided with your relocation materials.