0000037996-01-500054.txt : 20011101
0000037996-01-500054.hdr.sgml : 20011101
ACCESSION NUMBER: 0000037996-01-500054
CONFORMED SUBMISSION TYPE: S-8
PUBLIC DOCUMENT COUNT: 5
FILED AS OF DATE: 20011030
EFFECTIVENESS DATE: 20011030
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: FORD MOTOR CO
CENTRAL INDEX KEY: 0000037996
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711]
IRS NUMBER: 380549190
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-8
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-72476
FILM NUMBER: 1770334
BUSINESS ADDRESS:
STREET 1: ONE AMERICAN ROAD
CITY: DEARBORN
STATE: MI
ZIP: 48126
BUSINESS PHONE: 3133223000
MAIL ADDRESS:
STREET 1: ONE AMERICAN RD
CITY: DEARBORN
STATE: MI
ZIP: 48126
S-8
1
essip1001.txt
Registration No. 333-_________
========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction of (I.R.S. Employee Identification No.)
incorporation or organization)
One American Road
Dearborn, Michigan 48126-1899
(Address of principal executive offices) (Zip Code)
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
(Full Title of the Plan)
J. M. RINTAMAKI, Esq.
Ford Motor Company
P. O. Box 1899
One American Road
Dearborn, Michigan 48126-1899
(313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
========================== ======================== ======================== ======================== =======================
Proposed maximum
Title of Proposed aggregate offering
securities to be Amount to be maximum offering price (b) Amount of
registered registered (a) price per share (b) registration fee
-------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Common Stock, 64,000,000
$.01 par value shares $16.555 $1,059,520,000 $264,880.00
========================== ======================== ======================== ======================== =======================
(a) The number of shares being registered represents the maximum number of
additional shares not registered heretofore that may be acquired by
Fidelity Management Trust Company, as trustee under the Master Trust
established as of September 30, 1995, as amended, and as trustee under the
Plan, during 2001 and during subsequent years until a new Registration
Statement becomes effective.
(b) Based on the market price of Common Stock of the Company on October 26,
2001, in accordance with Rule 457(c) under the Securities Act of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.
2
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
----------------------
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 333-61822, 333-40258,
333-38580, 333-37396, 333-86127, 333-58695, 333-49545, 333-47443, 333-28181,
33-64607, 33-54735, 33-54275, 33-50194, 33-36061, 33-14951 and 2-95020 are
incorporated herein by reference.
--------------------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Exhibit 4.1 - Ford Motor Company Savings and Stock Investment Plan for
Salaried Employees (as amended and restated effective
September 1, 2001). Filed with this Registration Statement.
Exhibit 4.2 - Copy of Master Trust Agreement dated as of September 30, 1995
between Ford Motor Company and Fidelity Management Trust
Company, as Trustee. Filed as Exhibit 4.B to Registration
Statement No. 33-64605 and incorporated herein by reference.
Exhibit 4.3 - Copy of Amendment dated October 25, 1997 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed as Exhibit 4.E to Registration
Statement No. 333-47443 and incorporated herein by reference.
Exhibit 4.4 - Copy of Amendment dated March 3, 1998 to Master Trust Agreement
between Ford Motor Company and Fidelity Management Trust
Company, as Trustee. Filed as Exhibit 4.F to Registration
Statement No. 333-58695 and incorporated herein by reference.
Exhibit 5.1 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality of
the securities being registered hereunder. Filed with this
Registration Statement.
Exhibit 5.2 - Copy of Internal Revenue Service determination letter that the
Plan is qualified under Section 401 of the Internal Revenue
Code. Filed as Exhibit 5.B to Registration Statement No. 333-
28181 and incorporated herein by reference.
Exhibit 15 - Letter from Independent Certified Public Accountants regarding
unaudited interim financial information. Filed with this
Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with
this Registration Statement.
3
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit 24.1
to Registration Statement No. 333-61882 and Exhibit 24.2 to
Registration Statement No. 333-71380 and incorporated herein by
Reference.
Exhibit 24.2 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as 24.2 to
Registration Statement No. 333-61882 and incorporated herein by
Reference.
4
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Dearborn, State of
Michigan, on this 30th day of October, 2001.
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
By:/s/Sheryl Herrick
--------------------------------------
Sheryl Herrick, Chairperson
Savings and Stock Investment Plan Committee
5
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dearborn, State of Michigan, on this 30th day of
October, 2001.
FORD MOTOR COMPANY
By: William Clay Ford, Jr.*
--------------------------------------
(William Clay Ford, Jr.)
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Director, Chairman of the Board,
William Clay Ford, Jr.* Chief Executive Officer and Chairman
----------------------------- of the Environmental and Public Policy
(William Clay Ford, Jr.) Committee and the Nominating and
Governance Committee
John R. H. Bond* Director
-----------------------------
(John R. H. Bond)
Michael D. Dingman* Director and Chairman of the October 30, 2001
----------------------------- Compensation Committee
(Michael D. Dingman)
Edsel B. Ford II* Director
-----------------------------
(Edsel B. Ford II)
William Clay Ford* Director
-----------------------------
(William Clay Ford)
Irvine O. Hockaday, Jr.* Director and Chairman of
----------------------------- the Audit Committee
(Irvine O. Hockaday, Jr.)
6
Signature Title Date
--------- ----- ----
Marie-Josee Kravis* Director
-----------------------------
(Marie-Josee Kravis)
----------------------------- Director
(Richard A. Manoogian)
Ellen R. Marram* Director
-----------------------------
(Ellen R. Marram)
Homer A. Neal* Director October 30, 2001
-----------------------------
(Homer A. Neal)
Jorma Ollila* Director
-----------------------------
(Jorma Ollila)
Carl E. Reichardt* Director, Chairman of
----------------------------- the Finance Committee
(Carl E. Reichardt) and Vice Chairman
Robert E. Rubin* Director
-----------------------------
(Robert E. Rubin)
----------------------------- Director, President and
(Nicholas V. Scheele) Chief Operating Officer
John L. Thornton* Director
-----------------------------
(John L. Thornton)
7
Group Vice President and
Chief Financial Officer
I. Martin Inglis* (principal financial officer)
-----------------------------
(I. Martin Inglis)
Vice President and Controller
Lloyd E. Hansen* (principal accounting officer)
-----------------------------
(Lloyd E. Hansen)
*By:/s/K. S. Lamping
-----------------------------
(K. S. Lamping,
Attorney-in-Fact)
8
EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
---------------
Exhibit 4.1 - Ford Motor Company Savings and Stock Investment Plan for
Salaried Employees (as amended and restated effective
September 1, 2001) Filed with this Registration Statement.
Exhibit 4.2 - Copy of Master Trust Agreement dated as of September 30, 1995
between Ford Motor Company and Fidelity Management Trust
Company, as Trustee. Filed as Exhibit 4.B to Registration
Statement No. 33-64605 and incorporated herein by reference.
Exhibit 4.3 - Copy of Amendment dated October 25, 1997 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed as Exhibit 4.E to Registration
Statement No. 333-47443 and incorporated herein by reference.
Exhibit 4.4 - Copy of Amendment dated March 3, 1998 to Master Trust Agreement
between Ford Motor Company and Fidelity Management Trust
Company, as Trustee. Filed as Exhibit 4.F to Registration
Statement No. 333-58695 and incorporated herein by reference.
Exhibit 5.1 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality of
the securities being registered hereunder. Filed with this
Registration Statement.
Exhibit 5.2 - Copy of Internal Revenue Service determination letter that the
Plan is qualified under Section 401 of the Internal Revenue
Code. Filed as Exhibit 5.B to Registration Statement No. 333-
28181 and incorporated herein by reference.
Exhibit 15 - Letter from Independent Certified Public Accountants regarding
unaudited interim financial information. Filed with this
Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with
this Registration Statement.
9
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit 24.1
to Registration Statement No. 333-61882 and Exhibit 24.2 to
Registration Statement No. 333-71380 and incorporated herein by
Reference.
Exhibit 24.2 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as 24.2 to
Registration Statement No. 333-61882 and incorporated herein by
Reference.
EX-4
3
eex41ssip1001.txt
SAVINGS AND STOCK INVESTMENT PLAN
FOR SALARIED EMPLOYEES
(As amended and restated effective September 1, 2001)
Including Amendments made 12-4-99; 12-21-99;
1/25/00; 5/l1/00; 5/25/00 (to the extent same
continue to be relevant following the Visteon
spin); June 26, 2000; and July 14, 2000 (to
the extent same continue to be relevant
following the Value Enhancement Plan)
FORD MOTOR COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
FOR SALARIED EMPLOYEES
(As amended and restated effective September 1, 2001)
This Plan has been established by the Company to encourage and facilitate
systematic savings and investment by Eligible Employees and to provide them
with an opportunity to become stockholders of the Company.
That portion of the Plan described in Article XV is intended to be an
"Employee Stock Ownership Plan," as that term is defined by the Code and,
as such, is designed to invest primarily in Company Stock.
This Plan document is an amendment and restatement of the Plan effective
January 1, 1997, and incorporates certain amendments made subsequent to
such date and prior to the approval hereof, as well as amendments reflected
for the first time herein. Notwithstanding the effective date of this
amendment and restatement, the provisions of this Plan as reflected in the
amendments dated February 26, 1998, and March 4, 1998, shall be deemed
effective throughout the period from February 26, 1998, through May 1,
1998, even though not set forth herein.
2
ARTICLE I
Definitions
-----------
As hereinafter used:
1.1 "Account" shall mean, as appropriate, any one of a Participant's
Pre-Tax Contribution Account, After-Tax Contribution Account, Company
Matching Contribution Account, or any combination of such accounts.
1.2 "Administration Committee" shall mean the committee created by the
Company pursuant to the provisions of Section 11.3 hereof.
1.3 "Affiliated Employer" shall mean the Company, Ford Global
Technologies, Inc., AAI Employee Services Company, L.L.C., and, when
approved by the Committee as an Affiliated Employer, (a) any other
corporation not less than a majority of the voting stock of which is
owned, directly or indirectly, by the Company and (b) any other type
of business organization in or of which the Company owns or controls,
directly or indirectly, a majority interest. Any entity that was prior
to June 1, 1997, an Affiliated Employer within the meaning of this
Plan prior to the amendments effective January 1, 1997, and reflected
in this document, shall continue to be an Affiliated Employer upon a
change in form of business association from corporation to limited
liability company.
1.4 "After-Tax Contributions" shall mean amounts contributed by an
Employee to the Plan from the Employee's Salary, as provided in
Section 3.1(a) hereof.
1.5 "After-Tax Contributions Account" shall mean an Account of a
Participant under the Plan to which are credited After-Tax
Contributions made by such Employee and Earnings thereon.
1.6 "Bond Fund" shall mean that portion of the Trust Fund consisting of
investments made by the Trustee in accordance with Section 8.4 hereof.
1.7 "Bond Fund Units" shall mean the measure of a Participant's interest
in the Bond Fund as described in Section 8.4 hereof.
1.8 "Cash Value of Assets" shall mean the value of the assets, expressed
in dollars, in a Participant's Account under any investment election
under the Plan or the total thereof, as the case may be, at the close
of business on the date such cash value is to be determined.
1.9 "Code" shall mean the Internal Revenue Code of 1986, as amended.
1.10 "Common Stock Fund" shall mean that portion of the Trust Fund
consisting of investments made by the Trustee in accordance with
Section 8.3 hereof and related cash.
1.11 "Common Stock Fund Units" shall mean the measure of a Participant's
interest in the Common Stock Fund as described in Section 8.3 hereof.
1.12 "Company" shall mean Ford Motor Company.
1.13 "Company Matching Contributions" shall mean amounts contributed by the
Company to the Trust Fund, as provided in Subsection 3.1(c) hereof.
3
1.14 "Company Matching Contributions Account" shall mean an Account of a
Participant to which is credited Company Matching Contributions in
accordance with Section 3.1(c).
1.15 "Company Stock" shall mean common stock of the Company.
1.16 "Current Market Value" shall mean, with reference to Company Stock,
the closing market price on the New York Stock Exchange on the day in
question or, if no sales were made on that date, the closing market
price on the next preceding day on which sales were made.
1.17 "Earnings," with reference to After-Tax Contributions, Company
Matching Contributions or Pre-Tax Contributions, as the case may be,
shall mean earnings resulting from the investment and any reinvestment
of such contributions and any increment thereof and shall include
interest, dividends and other distributions on such investments.
1.18 "Eligible Employee" shall mean each Employee of a Participating
Employer who has satisfied the service and other requirements of
Article II, except that the term "Eligible Employee" shall not include
any Employee who
1. is included in a unit of Employees covered by a negotiated
collective bargaining agreement which does not provide for
participation in the Plan, except that, upon approval of the
Company, the foregoing provisions of this clause shall not affect
the eligibility of such Employee to make After-Tax Contributions
or to have Pre-Tax Contributions made under the Plan if such
Participating Employer shall have requested and received from
such labor organization a waiver, in terms acceptable to such
Participating Employer, of all rights of and claims of right by
such labor organization to bargain collectively with respect to
the Plan or any substantially similar plan or program or to
compel such Participating Employer to do so, but only so long as
such waiver shall remain in effect, or
2. is a leased employee. The term "leased employee" means any person
who is not an employee who provides services to the Company if:
(i) such services are provided pursuant to an agreement between
the Company and any leasing organization;
(ii) such person has performed services for the Company on a
substantially full-time basis for at least one year; and
(iii)such services are performed under the primary direction or
control by the Company.
An individual who has become an Eligible Employee shall cease to be an
Eligible Employee upon ceasing to be an Employee and upon becoming an
individual described in subparagraphs 1 or 2 of this Section 1.18.
1.19 "Employee" shall mean each person who is employed on a salaried basis
by a Participating Employer or by an Affiliated Employer and is
enrolled on the active employment rolls of such Participating
Employer, or of such Affiliated Employer, maintained in the United
States, including without limitation any such person who also is an
officer or director of a Participating Employer or of an Affiliated
Employer; provided that the term "Employee," as defined above, shall
not include
4
any International Service Employee on Effective Position in Range who
is on the Company's U.S. operations active employment rolls for a
limited purpose, for a period limited in advance, or for a period that
is not expected to continue indefinitely.
1.20 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
1.21 "Flexible Benefits Plan" shall mean the Company's cafeteria plan under
Section 125 of the Code for Salaried Employees.
1.22 "Ford Stock Fund" shall mean that portion of the Trust Fund consisting
of investments made by the Trustee in accordance with Section 8.1
hereof.
1.23 "Ford Stock Fund Units" shall mean the measure of a Participant's
interest in the Ford Stock Fund as described in Section 8.1 hereof.
1.24 "Interest Income Fund" shall mean that portion of the Trust Fund
consisting of investments made by the Trustee in accordance with
Section 8.5 hereof and related cash.
1.25 "Interest Income Fund Advisor" shall mean one or more persons or
companies, corporations, or other organizations appointed by the
Company to provide investment advice to the Trustee concerning the
Interest Income Fund. The Trustee may be designated an Interest Income
Fund Advisor by the Company.
1.26 "Investment Process Committee" shall mean the committee created by the
Company pursuant to the provisions of Section 11.4 hereof.
1.27 "Participant" shall mean and include (a) an Eligible Employee who
shall have elected to participate in the Plan and, in the case of an
Employee of a Participating Employer, shall have completed a payroll
deduction authorization or a Salary Reduction Agreement then
outstanding under the Plan, or, in the case of an Employee of an
Affiliated Employer, shall have filed an election then outstanding
under the Plan to make After-Tax Contributions or to have Pre-Tax
Contributions made under the Plan by such method as the Administration
Committee may have designated, and (b) a person who has assets in an
Account under the Plan.
1.28 "Participating Employer" shall mean and include the Company, Ford
Global Technologies, Inc., AAI Employee Services Company, L.L.C., and
(a) any domestic corporation not less than a majority of the voting
stock of which is owned, directly or indirectly, by the Company and
(b) any other type of domestic business organization in or of which
the Company owns or controls, directly or indirectly, a majority
interest, and, in the case of both (a) and (b), that shall have
elected to participate in the Plan with the consent of the Company. In
addition, effective January 1, 2002, "Participating Employer" shall
include Land Rover North America, Inc. Any entity that was prior to
June 1, 1997, a Participating Employer within the meaning of this Plan
prior to the amendments effective January 1, 1997, and reflected in
this document, shall continue to be a Participating Employer upon a
change in form of business organization from corporation to limited
liability company.
1.29 "Performance Bonus Plan" shall mean, effective January 1, 2000, the
Company's Performance Bonus Plan for Salaried Employees.
5
1.30 "Plan" shall mean this Savings and Stock Investment Plan for Salaried
Employees of Ford Motor Company.
1.31 "Plan Year" shall mean prior to the Plan Year beginning January 1,
1998, a calendar year. For the Plan Year beginning January 1, 1998,
the Plan Year shall be a period from January 1, 1998, through December
30, 1998. Thereafter, the Plan Year shall be the twelve (12) month
period beginning December 31 and ending the immediately following
December 30.
1.32 "Pre-Tax Contributions" shall mean amounts contributed by the Company
to the Plan that have been allocated on behalf of an Employee pursuant
to a Salary Reduction Agreement, as provided in Subsection 3.1(b)
hereof, or pursuant to an election with respect to amounts from the
Performance Bonus Plan for Salaried Employees, the Ford Credit
Variable Incentive Plan (for Employees who are not bonus eligible), or
FCA Dollars or Bonus Flex Dollars under the Flexible Benefits Plan of
the Company.
1.33 "Pre-Tax Contributions Account" shall mean an Account of a Participant
under the Plan to which are credited Pre-Tax Contributions on behalf
of such Employee and Earnings thereon.
1.34 "Retirement Plan" means the General Retirement Plan of the Company at
the time in effect or any other pension or retirement plan or program
of a Participating Employer or of an Affiliated Employer.
1.35 "Retirement pursuant to the provisions of any Retirement Plan" means
retirement at or after normal retirement age, or early or disability
retirement prior to normal retirement, or termination of employment
after becoming eligible for retirement under the provisions of any
Retirement Plan.
1.36 "Salary" shall mean the actual base salary to which an employee of a
Participating Employer is entitled prior to giving effect to any
Salary Reduction Agreement, except that "Salary" shall not include any
amount subject to a Salary Reduction Agreement to the extent such
amount cannot be contributed to the Employee's Account as a Pre-Tax
Contribution because of the applicable limitations set forth in
Section 3.4 hereof. In the case of an employee of an Affiliated
Employer who is eligible to make After-Tax Contributions to the Plan,
as provided in Section 2.4 hereof, "Salary" shall mean the employee's
last such salary at the Participating Employer from which he or she is
on leave of absence. "Salary" shall not include any supplemental
compensation, pension, retirement or salaried income security plan
payment, retainer, commission, fee, overtime or shift premium,
cost-of-living allowance, or any other special remuneration.
1.37 "Salary Reduction Agreement" shall mean an agreement between an
Employee and the Participating Employer to have the Employee's Salary
reduced by an amount specified by the Employee and to have an amount
equal to the Salary reduction allocated on behalf of the Employee from
contributions made by the Participating Employer to the Plan, pursuant
to section 401(k) of the Code and Subsection 3.l(b) hereof, provided,
however, that such amount shall be reduced as may be determined as
provided in Section 3.4 hereof.
1.38 "Subsidiary" shall mean a corporation or other business organization
that either is or with the appropriate approval could become an
Affiliated Employer.
6
1.39 "Trustee" shall mean the trustee or trustees appointed by the Company
pursuant to the provisions of Section 9.1 hereof.
1.40 "Trust Agreement" shall mean the agreement or agreements establishing
the Trust Fund and appointing the Trustee.
1.41 Trust Fund" shall mean the assets of the Plan held by the Trustee for
the benefit of the Participants.
The following terms have the meanings assigned in the Sections,
Subsections and Paragraphs specified:
"Additional Mutual Funds"...Section 4.1.
"After-Tax Contribution Percentage"...Section 3.4(a).
"Annual Addition"...Section 3.4(e)(2).
"Average After-Tax Contribution Percentage"...Section 3.4(a).
"Average Pre-Tax Contribution Percentage"...Section 3.4(a).
"Compensation" ... Sections 3.4(a), 3.4(b), and 3.4(e)(4).
"Highly Compensated Employee"...Section 3.4(a).
"Leased employee" ... Section 1.18(2).
"Limitation year" ... Section 3.4(e)(3).
"Pre-Tax Contribution Percentage"...Section 3.4(a).
7
ARTICLE II
Eligibility
-----------
2.1 Eligibility Date. Except as hereinafter provided, effective January 1,
2000, or as soon as practicable thereafter, each Eligible Employee of a
Participating Employer shall be eligible to participate in, and to make
After-Tax Contributions and to have Pre-Tax Contributions made under, the Plan
as of the first day of the second calendar month immediately following such
Employee's original date of hire. For purposes of this Section 2.1, Eligible
Employees who are employed by Volvo Cars of North America, Inc. and Land Rover
North America, Inc., shall, effective January 1, 2001, be deemed to have as
their original date of hire their original dates of hire with such employers. An
Employee who ceases to be an Eligible Employee shall not be eligible to make
After-Tax Contributions or to have Pre-Tax Contributions made under the Plan as
long as such individual is not an Eligible Employee.
2.2 Participation.
(a) After-Tax and Pre-Tax Contributions. An Eligible Employee may elect to
participate in the in the Plan as of the first payday following such Employee's
eligibility date with respect to After-Tax Contributions and Pre-Tax
Contributions by delivering a notice of election to participate in such form and
in such manner and at such time as the Administration Committee shall specify.
(b) Rollover Contributions. A newly-hired Employee of a Participating
Employer who could be an Eligible Employee except that such individual has not
satisfied the requirements of Section 2.1 hereof, may elect to participate in
the Plan prior to the date on which such Employee would otherwise become
eligible to participate in the Plan for the limited purpose of making a rollover
contribution to the Plan as hereinafter provided.
2.3 Service Included in Connection With Certain Transactions. The Company
may in its discretion determine, in the event of the acquisition by a
Participating Employer or Affiliated Employer (by purchase, merger or otherwise)
of all or part of the assets of another business organization, and in the event
of the employment by a Participating Employer or Affiliated Employer of all or a
substantial number of individuals employed in the operations of an employer that
is not a Participating Employer or Affiliated Employer, that the service of a
person as an employee of such other business organization shall be included in
ascertaining whether he or she has had such service as is required in Section
2.1 for eligibility, provided that he or she shall have become an Eligible
Employee of a Participating Employer or an Affiliated Employer in connection
with such transaction. The Company may evidence any determination regarding the
matters addressed above in this section in any instruments executed by duly
authorized officers or agents of the Company, including (a) the instruments
evidencing the transactions whereby individuals become Employees of a
Participating Employer or Affiliated Employer or (b) an instrument executed by
the Company officers who are authorized pursuant to Section 11.2(a) to adopt
amendments to the Plan.
8
2.4 Certain Leaves of Absence. An Eligible Employee of a Participating
Employer who shall have been granted a leave of absence to become an Employee of
an Affiliated Employer and who becomes an Employee of such Affiliated Employer
shall be an Eligible Employee and may make After-Tax Contributions or have
Pre-Tax Contributions made under the Plan while he or she is on such leave of
absence and is so employed, provided that (a) he or she shall have such service
as is required under Section 2.1 for eligibility, including service with the
Affiliated
Employer, (b) he or she shall not be a participant in any profit sharing plan,
or stock bonus plan, and trust of the Affiliated Employer qualifying for
exemption from taxation under Sections 401(a) and 501(a) of the Code, or any
other applicable section of the Federal tax laws, as at the time in effect, and
(c) the Employee's eligibility, under the provisions of this section, to make
After-Tax Contributions or to have Pre-Tax Contributions made while an Employee
of the Affiliated Employer shall terminate at the end of the two-year period
commencing with the date the Employee's leave of absence commences, or at the
termination of the Employee's leave of absence, or upon the date the Affiliated
Employer becomes a Participating Employer, whichever first shall occur.
9
ARTICLE III
-----------
Contributions
-------------
3.1. Types of Contributions.
(a) After-Tax Contributions. Effective April 1, 2000, and subject to
the limitations in Section 3.4, each Eligible Employee may elect to
contribute to the Plan for each pay period an After-Tax Contribution of up
to twenty-five percent (25%) of the Employee's Salary for the pay period,
provided that the percentage of Salary contributed under this Section
3.1(a) and the percentage of Salary reduced pursuant to the Employee's
Salary Reduction Agreement under Section 3.1(b) may not in the aggregate
exceed twenty-five percent (25%) of the Eligible Employee's Salary for the
pay period. Contributions under this Section 3.1(a) shall be made by
payroll deduction. The percentage of Salary that an Eligible Employee
elects to contribute under this Section 3.1(a) must be a whole percentage,
and the dollar amount actually contributed on the basis of the election
shall be rounded down to the nearest whole dollar.
The payroll deduction for After-Tax Contributions authorized by an
Employee may be increased, decreased or stopped by him or her only as of
the first or sixteenth day of any month by providing in such form and in
such manner and at such time as the Administration Committee shall specify
a notice of such change. If an Employee shall become ineligible to make
After-Tax Contributions to the Plan, the Employee's payroll deduction
authorization shall immediately terminate. If the payroll deduction
authorization of an Employee shall terminate for any reason, the Employee
thereafter may, subject to the eligibility provisions of the Plan, resume
contributing to the Plan in such manner and at such time as the
Administration Committee shall specify. Except as is required by 38 U.S.C.
ss.4318, with respect to service of a Participant in the uniformed
services, an Employee shall not be entitled to make After-Tax Contributions
to the Plan, and no deduction shall be made pursuant to the Employee's
payroll deduction authorization, in or for any period in which the Employee
is not receiving a Salary.
The Administration Committee may require employees of an Affiliated
Employer who elect to make After-Tax Contributions to the Plan to
contribute by payroll deductions or by such other method as the
Administration Committee may designate. If the Administration Committee
shall designate a method other than payroll deductions, the Administration
Committee shall adopt rules applying, as nearly as practicable, to such
method of making After-Tax Contributions the provisions of this Article III
relating to payroll deductions.
(b) Pre-Tax Contributions. Effective April 1, 2000, and subject to the
limitations in Section 3.4 hereof, each Eligible Employee, by completing a
Salary Reduction Agreement in such form and in such manner and at such time
as the Administration Committee may prescribe, may elect to have Company
contributions allocated on his or her behalf as Pre-Tax Contributions for
each pay period in such amount as he or she may authorize pursuant to a
Salary Reduction Agreement not in excess of 25% of his or her Salary for
such pay period, provided that the percentage of Salary contributed under
this Section 3.1(b) and the percentage of Salary contributed as an
After-Tax Contribution under Section 3.1(a) may not in the aggregate exceed
twenty-five percent (25%) of the Eligible Employee's Salary for the pay
period. The Salary Reduction Agreement shall specify that such reductions
are to be made in a whole percentage amount of Salary, with the resulting
dollar amount actually to be allocated on the basis of the election to be
rounded down to the nearest whole dollar.
10
Subject to the foregoing provisions of this Subsection 3.1(b), the
rate of Salary reduction authorized by the Employee may be decreased,
increased or stopped by the Employee by providing in such form and in such
manner and at such time as the Administration Committee shall specify a
notice of such change. If an Employee shall become ineligible to make
After-Tax Contributions to the Plan, his or her Salary Reduction Agreement
shall immediately terminate. If the Salary Reduction Agreement of an
Employee shall terminate for any reason, the Employee thereafter may,
subject to the eligibility provisions of the Plan, resume the making of
Pre-Tax Contributions to the Plan by providing in such form and in such
manner and at such time as the Administration Committee shall specify a
Salary Reduction Agreement hereunder.
In addition, and subject to such regulations as the Administration
Committee from time to time may prescribe, each Eligible Employee may elect
to have all or a portion of the following payments reduced in exchange for
an allocation of Company contributions as Pre-Tax Contributions: amounts
under the Performance Bonus Plan, FCA Dollars or Bonus Flex Dollars under
the Flexible Benefits Plan of the Company, and the Ford Credit Variable
Incentive Plan (for Employees who are not bonus eligible) that would
otherwise be distributed to or allocated on behalf of the Employee, plus
amounts that must be taken into account under 38 U.S.C. ss.4318 in
connection with service of a Participant in the uniformed services;
provided, however, that for purposes of this provision an Employee shall
not be eligible unless such Employee is enrolled on the active employment
rolls of a Participating Employer or an Affiliated Employer, or is on
short-term disability leave from a Participating Employer or an Affiliated
Employer, at the date of making such election.
(c) Company Matching Contributions. Except as may be hereinafter
provided and subject to the limitations in Section 3.4, effective January
1, 2000 or as soon as practical thereafter, Company contributions shall be
allocated to the Accounts of Eligible Employees each pay period in an
amount equal to 60% of the aggregate amount of After-Tax Contributions and
Salary reductions made by Eligible Employees who have been employed by one
or more Participating Employers for at least twelve (12) months following
such Employees' original dates of hire (for purposes of this Subsection
3.1(c)"match eligible Employees")(but excluding any amounts attributable to
the Performance Bonus Plan, the Ford Credit Variable Incentive Plan, or FCA
Dollars or Bonus Flex Dollars under Flexible Benefits Plan of the Company)
for such pay period and an amount equal to the value of forfeited assets
attributable to Company Matching Contributions and Earnings thereon that
are to be restored to the Company Matching Contribution Accounts of
Participants for such pay period pursuant to the provisions of Section 7.4
hereof, provided, however, that for purposes of this Subsection 3.1(c), any
portion of the aggregate of a match eligible Employee's After-Tax
Contributions and Pre-Tax Contributions that exceeds 10% of such Employee's
Salary shall not be taken into account.
With the exception of amounts allocated in restoration of forfeitures,
(i) Company contributions shall not be allocated pursuant to this
Subsection 3.1(c) for any pay period in an amount that exceeds the
Company's current or accumulated earnings and profits; and (ii)
contributions that are allocated shall be credited to the Company Matching
Contribution Accounts of match eligible Employees in proportion to such
Employees' After-Tax Contributions and Pre-Tax Contributions that are taken
into account pursuant to the immediately preceding sentence. Amounts
credited to a Participant's Company Matching Contributions Account for a
pay period shall be credited first in respect of any such Pre-Tax
Contributions as shall have been made for the Participant for such month
and then, to the extent that the amount so credited does not equal the
total amount to be credited to the Participant's Company Matching
Contributions Account for such month, the remainder shall be credited in
respect of such Employee's After-Tax Contributions as shall have been made
by the Participant for such pay period.
11
(d) Rollover Contributions. An Employee of a Participating Employer,
including an Employee who would be an Eligible Employee except for the fact
that such individual has not satisfied the service requirement of Section
2.1, may make a rollover contribution, as permitted under Section 402(c) of
the Code, to the Plan in cash in an amount not exceeding the total amount
of taxable proceeds distributed or distributable to such Employee by a
qualified plan maintained by his or her immediately preceding former
employer. The rollover contribution may be made directly by such plan or by
the Employee within 60 days following the receipt by the Employee of such
distribution from such former employer's plan, subject to such regulations
as the Administration Committee shall from time to time adopt. A direct
rollover shall not be permitted if the acceptance of the rollover
contribution would require the Plan to provide benefits in an amount or
form not otherwise provided under the Plan in order to preserve an accrued
benefit under the transfer plan. Rollover contributions shall be invested
in accordance with the Participant's election among investment elections
available under the Plan.
(e) Direct Transfer of Assets from Another Qualified Plan. The Trustee
may accept and hold pursuant to this Section 3.1.e assets directly
transferred to the Plan, whether in connection with a merger of plans or
otherwise, and attributable to a Participant, Eligible Employee, or
Employee who would be an Eligible Employee except that such individual does
not satisfy the service requirement under Section 2.1 of the Plan when such
assets are attributable to such individual's interest in another plan
qualified under Section 401(a) of the Code and when such direct transfer
does not constitute a direct transfer of a rollover distribution (within
the meaning of Section 401(a)(31) of the Code); provided that (1) such
other plan provides for and permits such transfers to the Plan and the
sponsor of the other plan authorizes the transfer in writing, (2) the
transfer complies with the requirements of Sections 401(a)(12) and 414(1)
of the Code, (3) the transfer would and does not require the plan to
provide or offer any type of benefit, optional form of benefit, or mode or
manner of benefit distribution it does not provide for in the absence of
the transfer,(4) the transfer is approved in writing by the Administration
Committee or the parties authorized under Section 11.2(a) to amend the
Plan, or is otherwise authorized in connection with a corporate transaction
(whether merger, asset acquisition, transfer of employees, or otherwise),
and (5) the transfer satisfies any procedural requirements specified by the
Administration Committee.
3.2 Transfer of Assets from Savings Plan of a Subsidiary by Which
Participant Was Formerly Employed. Subject to such regulations as the
Administration Committee shall from time to time establish and subject to
transfer by the transferor plan, a Participant who is fully vested under a
savings plan of a Subsidiary by which such Participant was previously employed
may elect to have the Plan accept transfer to the Plan of the entire amount,
either in the form of cash or Company Stock, in such Participant's accounts
under such plan; provided that such acceptance would not require the Plan to
provide benefits in an amount or form not otherwise provided under the Plan in
order to preserve an accrued benefit under the transferor plan. Any such
transferred amounts shall be invested in accordance with the Participant's
election among investment elections available under the Plan. Such an election
to transfer fully vested amounts may be made within a period of one year
following transfer of employment.
3.3 Contributions Following Service in a Uniformed Service. A Participant
who is reinstated following service in a uniformed service, as defined in the
Uniformed Services Employment and Reemployment Rights Act, may, to the extent
required by said act, elect to have reductions made from such Participant's
Salary paid following such uniformed service in exchange for an allocation of
Company contributions that shall be attributable to the period Salary reductions
were not otherwise permitted due to uniformed service. Such additional
reductions shall be based on the amount of Salary, amounts under the Performance
Bonus Plan (or, if appropriate, the Ford Credit Variable Incentive Plan), and
FCA Dollars and Bonus
12
Flex dollars under the Flexible Benefits Plan of the Company that the
Participant would have received but for uniformed service and shall be subject
to the provisions of the Plan in effect during the applicable period of
uniformed service. Such Salary reductions shall be made during the period
beginning upon reemployment following uniformed service and ending at the lesser
of (i) five years or (ii) the Participant's period of uniformed service
multiplied by three. Such additional Salary reductions shall not be taken into
account in the year in which they are made for purposes of any limitation or
requirement identified in Section 414(u)(1) of the Code provided, however, that
such reductions, when added to reductions previously made, shall not exceed the
applicable limits in effect during the period of uniformed service that would
have applied if the Participant had continued to be employed by the Company
during such period. Further, payments on any loan or loans outstanding during
the period of uniformed service shall be extended for a period of time equal to
the period of uniformed service.
3.4. Limitations on Contributions.
(a) Definitions. As hereinafter used in this Section 3.4:
"Average After-Tax Contribution Percentage" means the average of the
After-Tax Contribution percentages of the Eligible Employees in a group.
"Average Pre-Tax Contribution Percentage" means the average of the
Pre-Tax Contribution percentages of the Eligible Employees in a group.
"After-Tax Contribution Percentage" means the ratio (expressed as a
percentage) of the sum of After-Tax Contributions and Company Matching
Contributions under the Plan on behalf of the Eligible Employee for the
year to the Eligible Employee's compensation for the year. "Compensation"
for this purpose means compensation paid by the Company to the Employee
during the year which is required to be reported as wages on the Employee's
Form W-2, plus Pre-Tax Contributions. The determination of the contribution
percentage and the treatment of After-Tax Contributions and the Company
Matching Contributions shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury pursuant to the Code.
"Pre-Tax Contribution percentage" means the ratio (expressed as
percentage) of Pre-Tax Contributions under the Plan on behalf of the
Eligible Employee for the year to the Eligible Employee's compensation for
the year."Compensation" for this purpose means compensation paid by the
Company to the Employee during the year which is required to be reported as
wages on the Employee's Form W-2, plus Pre-Tax Contributions. The
determination of the Pre-Tax Contribution percentage and the treatment of
Pre-Tax Contributions shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury pursuant to the Code.
The After-Tax Contribution Percentage and the Pre-Tax Contribution
Percentage for any Eligible Employee who is a Highly Compensated Employee
for the year and who is eligible to make After-Tax Contributions, to
receive Company Matching Contributions or to have Pre-Tax Contributions
allocated to his or her accounts under two or more plans described in
Section 401(a) of the Code or arrangements described in Section 401(k) of
the Code that are maintained by the Company or an Affiliated Employer shall
be determined as if all such contributions were made under a single plan.
"Highly Compensated Employee" is any Employee who after the
application of Sections 414(b), (c), (m), (n) and (o) of the Code was:
(A) a 5% owner (as defined in Section 416(i)(1)of the Code) at any
time during the Plan Year or the preceding Plan Year; or
13
(B) for the preceding year -
(i) had compensation from his or her employer in excess of
$80,000 (as adjusted by the Secretary of the Treasury in
accordance with Section 414(g)(1)of the Code), and
(ii) if the Company elects the application of this clause for the
preceding year, was in the top-paid group of employees for
such preceding year. The top-paid group of employees is the
group consisting of the top 20 percent of the employees when
ranked on the basis of compensation paid during such year.
For this purpose, for the Plan Year beginning January 1,
1997, "compensation" shall mean compensation within the
meaning of Section 415(c)(3) of the Code determined without
regard to Sections 125, 402(e)(3), and 402(h)(1)(B) of the
Code, and for plan years beginning after on or after January
1, 1998, shall mean compensation as defined in Section
415(c)(3) of the Code.
To the extent not described here, the rules contained in
Section 414(q) of the Code shall apply in determining the
number and identity of highly compensated employees.
Notwithstanding any other provision of the Plan, for
purposes of determining the number or identity of highly
compensated employees, employees shall include leased
employees as defined in section 414(n)(2) of the Code.
(b) Limitation on Compensation Taken Into Account. The total amount of
compensation taken into account under the Plan for any Employee for any
year shall not exceed $150,000 multiplied by the cost-of-living adjustment
factor prescribed by the Secretary of the Treasury under Section 415(d) of
the Code for such year. "Compensation" for this purpose means compensation
paid by the
Company to the Employee during the year which is required to be reported as
wages on the Employee's Form W-2.
(c) Annual Limit on Pre-Tax Contributions. The total amount of Pre-Tax
Contributions allowable for any Employee for any year shall not exceed
$7,000 multiplied by the cost-of-living adjustment factor prescribed by the
Secretary of the Treasury under Section 415(d) of the Code for such year.
(d) Limitations on Contributions Applicable to Highly Compensated
Employees. The After-Tax Contribution Percentage and the Pre-Tax
Contribution Percentage for any Eligible Employee who is a Highly
Compensated Employee for the year shall be limited to the extent required
under the following tables:
After-Tax Contribution Percentage Limitation
If the average After-Tax The allowable average After-Tax
Contribution Percentage of Contribution Percentage for the current
Eligible Employees who are not Plan Year for Eligible Employees who
Highly Compensated Employees for are Highly Compensated Employees shall
the preceding Plan Year (or if not exceed:
the Company elects in accordance
with Section 401(m)(A) of the Code,
the current Plan Year) is:
(a) 2% or less (a) 2.0 multiplied by the average After-Tax Contribution Percentage for
Eligible Employees who are not Highly Compensated Employees
14
(b) over 2% but not more than 8% (b) 2.0 percentage points added to the average After-Tax Contribution
Percentage for Eligible Employees who are not Highly Compensated
Employees
(c) more than 8% (c) 1.25 multiplied by the average After-Tax Contribution Percentage for
eligible Employees who are not Highly Compensated Employees
or, in any case,
such lesser amount
as the Secretary of
the Treasury shall
prescribe to prevent
the multiple use of
parts (a) and (b) of
this limitation with
respect to any
Highly Compensated
Employee.
Pre-Tax Contributions Percentage Limitation
If the average Pre-Tax The allowable average Pre-Tax
Contribution Percentage of Contribution Percentage for
Eligible Employees who are not the current Plan Year for Eligible
Highly Compensated Employees for Employees who are Highly Compensated
the preceding Plan Year (or if the Employees shall not exceed:
Company elects in accordance with
Section 40l(k)(3)(a) of the Code,
the current Plan Year)is:
(a) 2% or less (a) 2.0 multiplied by the average Pre-Tax Contribution percentage for
Eligible Employees who are not Highly Compensated Employees
(b) over 2% but not more than 8% (b) 2.0 percentage points added to the average Pre-Tax Contribution
percentage for Eligible Employees who are not Highly Compensated
Employees
(c) more than 8% (c) 1.25 multiplied by the average contribution percentage for Eligible
Employees who are not Highly Compensated Employees
or, in any case, such lesser amount as the Secretary of the Treasury shall
prescribe under Treas. Reg. Sections 1.401(m)-2(b) to prevent the multiple
use of parts (a) and (b) of this limitation with respect to any Highly
Compensated Employee.
The Administration Committee shall, to the extent necessary to conform to the
foregoing limitations, reduce the amounts of allowable After-Tax Contribution
and Company Matching Contributions, and Pre-Tax Contributions, respectively, for
the year with respect to any or all Eligible Employees who are Highly
Compensated Employees. Any such reductions by the Administration Committee shall
be made in such manner as the Administration Committee from time to time may
prescribe. For purposes of this section, the Plan shall satisfy the requirements
of Sections
15
401(k)(3) and 401(m) of the Code and Treas. Reg. Sections
1.401(k)-1(b) and 1.401.(m)-1.
(e) Limitations on Contributions under Section 415 of the Internal
Revenue Code.
(1) Limitation. Notwithstanding any other provision hereof, the sum
of the Annual Additions (as defined in Subsection 3.4(e)(2) in
respect of any Employee for any Limitation Year (as defined in
Subsection 3.4(e)(3) shall not exceed the lesser of
(a) 25% of the Employee's compensation (as defined in Subsection
3.4(e)(4), or
(b) $30,000 or, on and after January 1, 2001, $35,000 (or, if
greater, one-quarter of the dollar limitation in effect
under Section 415(b)(1)(A) of the Code as adjusted for
inflation by the Secretary of the Treasury pursuant to
Section 415(d) of the Code).
The limitation under (a) immediately above shall continue to be
applied throughout the Limitation Year on the basis of
compensation earned through each contribution date; and the
limitation under (b) immediately above shall continue to be
applied monthly throughout the Limitation Year with the
limitation for a month being the stated dollar amount multiplied
by a fraction the numerator of which is the number of months
during the Limitation Year for which the limitation is being
applied and the denominator of which is twelve.
(2) Annual Addition. The Annual Addition in respect of any Employee
for any Limitation Year (as defined in Subsection 3.4(e)(3))
shall mean the sum for such year of
(a) Company Matching Contributions and Pre-Tax Contributions in
respect of the Employee under this Plan, plus
(b) the sum of:
(i) the Employee's contributions under the Company's
General Retirement Plan (or any similar plan of a
Subsidiary or affiliate of the Company),
(ii) the Employee's After-Tax Contributions that are matched
by Company Matching Contributions pursuant to Section
3.1(c) hereof, and
(iii)the Employee's After-Tax Contributions to this Plan
that are not matched by Company Matching Contributions.
(3) Limitation Year. For purposes of this paragraph, "Limitation
Year" shall mean the calendar year.
(4) Compensation. As used in Subsection 3.4(e)(1)(a), "compensation"
shall mean the compensation (as defined by Section 415(c)(3) of
the Code (as modified by Sections 414(u)(1) and (7) of the Code
and Treas. Reg. Section 1.415-2(d)) paid or made available to an
employee during the Limitation Year in question.
(5) Order of Application of Limitations. If the Annual Addition taken
into account under Subsection 3.4(e)(2) shall exceed, or shall be
reasonably projected to exceed, the limitation of such Annual
Addition required by
16
Subsection 3.4(e)(1), any necessary or appropriate reduction in
Employee After-Tax Contributions, Company Matching Contributions
or Pre-Tax Contributions shall be applied, first by reducing
amounts contributed as Pre-Tax Contributions pursuant to Section
3.1(b) hereof with respect to the Performance Bonus Plan (or, if
appropriate, the Ford Credit Variable Incentive Plan), and, if
necessary, from FCA Dollars and Bonus Flex Dollars under the
Flexible Benefits Plan of the Company, second by reducing the
Employee's After-Tax Contributions taken into account under
Subsection 3.4(e)(2)(b)(iii), third by reducing the Employee's
After-Tax Contributions taken into account under Subsection
3.4(e)(2)(b)(ii), and related Company Matching Contributions (in
the same ratio as provided for Company Matching Contributions
under Subsection 3.1(c)hereof), fourth by reducing Pre-Tax
Contributions that are not matched by Company Matching
Contributions, and fifth by reducing Pre-Tax Contributions that
are matched by Company Matching Contributions pursuant to
Subsection 3.1(c) hereof and related Company Matching
Contributions (in the same ratio as provided for Company Matching
Contributions under Subsection 3.1(c) hereof).
Notwithstanding any other provision of the Plan, in conforming to
the limitations of this Subsection 3.4(e)(5), the aforementioned
reductions in After-Tax Contributions, Company Matching
Contributions and Pre-Tax Contributions may be made in less than
a full percentage amount and may be rounded down to the nearest
full dollar. Any reduction pursuant to this paragraph may be
effected (i) before the Annual Addition reaches the limitation
required by Subsection 3.4(e)(1) in order to carry out the
ordering rule of this Subsection, or (ii) with respect to
After-Tax Contributions, retroactively as provided in Treas. Reg.
Section 1.415-6(b)(6)(iv) by returning to the Employee such
After-Tax Contributions as are necessary to reduce the Employee's
Annual Addition to such limitation, along with any Earnings or
gains attributable to such returned contributions. This
retroactive reduction shall be made by a distribution by the
Trustee to the Employee of the cash value of assets in the
Employee's After-Tax Contribution Account that are attributable
to the contributions to be returned, which contributions shall be
those for the most recent month and such immediately preceding
months as may be necessary to complete the return of
contributions; provided that if less than all of such
contributions for a month will complete such return, the cash
value of assets to be distributed shall be taken from the
Employee's Account in proportion to the way in which such
contributions had been invested when made.
(6) Participants In Plans of Subsidiaries or Affiliated Employer. If
a Participant, at any time during the calendar year, was a
participant under any defined contribution plan (as that term is
used in Section 415(c) of the Code) of a Subsidiary of the
Company or an Affiliated Employer (all such plans being referred
to herein collectively as "affiliate plans"), then the
determination of the Annual Addition in respect of such
Participant for such calendar year as described in Subsection
3.4(e)(2) hereof shall be modified as provided in this
Subsection:
(a) any employer contributions (as that term is used in Section
415(c)(2)(A) of the Code) and any forfeitures allocated
during such year for the Account of such Participant under
all affiliate plans in respect of services performed prior
to the Participant's commencement of participation under
this Plan shall be added to the amount determined under
Subsection 3.4(e)(2); and
17
(b) any employee contributions (as that term is used in Section
415(c)(2)(B) of the Code) by such Participant during such
year under all affiliate plans in respect of services
performed prior to the Participant's commencement of
participation under this Plan shall be taken into account
for purposes of subsection 3.4(e)(2)(b).
3.5 Return of Contributions in Excess of Limitations.
Subject to such regulations as the Administration Committee from time to
time may prescribe, a Participant whose Salary reductions to this Plan and
similar reductions under all other plans in which the Participant is a
participant exceed the limit of $7,000 multiplied by the cost-of-living
adjustment factor prescribed by the Secretary of the Treasury for any year may
request and receive return of such excess Pre-Tax Contributions under this Plan
for such year and Earnings thereon by submitting a request for return of such
excess in this Plan to the Administration Committee in such form as shall be
acceptable to the committee. Such amounts contributed for an immediately
preceding Plan Year shall be returned no later than each April 15 to
Participants who submit such requests to the Administration Committee no later
than the immediately preceding March 1.
Pre-Tax Contributions and Earnings thereon in excess of the limitations in
Subsection 3.4(d) applicable to such contributions shall be returned to
Participants on whose behalf such contributions were made for the preceding Plan
Year at such times and upon such terms as the Administration Committee shall
prescribe.
After-Tax Contributions and Company Matching Contributions and Earnings
thereon in excess of the limitations in Subsection 3.4(d) applicable to such
contributions shall be returned to Participants or to the Company, as the case
may be, at such times and upon such terms as the Administration Committee shall
prescribe.
Notwithstanding the foregoing provisions of this Section 3.5, excess
Pre-Tax Contributions, excess After-Tax Contributions, and excess Company
Matching Contributions, and Earnings on such amounts, shall be returned on the
basis of the amount of contributions by or on behalf of Participants and as
provided in Sections 401(k)(8)(C) and 401(m)(6)(C) of the Code for the years
beginning after December 31, 1996.
3.6 Delivery of Contribution to Trustee.
(a) After-Tax Contributions and Loan Payments. As soon as practicable
after each pay period but in any event not later than 15 days after the
month of payment of Salary for such period, the Company shall pay to the
Trustee (a) the After-Tax Contributions for such period, (b) the amounts of
payments by Participants with respect to loans and interest thereon
pursuant to Article VI hereof. Upon receipt of such payments by the
Trustee, the aggregate amount of such payments (and Earnings thereon, as
from time to time received by the Trustee) shall be credited to the
respective Accounts of the Participants, and the Trustee shall hold, invest
and dispose of the same as provided in the Plan and Trust Agreements.
(b) Company Contributions. The Company shall, from time to time, pay
to the Trustee such amounts as are required under the provisions of the
Plan to fund Pre-Tax Contributions and Company Matching Contributions.
Company contributions may be paid to the Trustee in one or more
installments at any time on or after the first day of the Plan Year in
which such contributions are properly allocable under Article III of the
Plan, provided that sufficient contributions have been paid or delivered to
fund periodic allocations as they are credited pursuant to
18
Sections 3.1(b) and 3.1(c). In no event shall Company contributions
allocable under Section 3.1(b) be paid or delivered later than the time the
corresponding reduction in the Participants' compensation would be
considered to be assets of the Plan under U.S. Department of Labor
Regulation section 2510.3-102.
Company contributions that are not immediately allocable under the
Plan shall be invested separately and such amounts, adjusted for any gains,
losses, income and deductions, shall be applied to reduce Company
contributions otherwise required under the Plan. A Participant shall not
have any interest in or right or power in respect of Company contributions
or Earnings thereon, whether or not credited to his or her account, except
as provided in the Plan. In the event that amounts remain unallocated as of
the end of any Plan Year, such amounts shall be allocated in equal dollar
amounts to the accounts of all active Participants that are non-highly
compensated employees employed on the last day of such Plan Year as
qualified nonelective contributions within the meaning of section 401(m) of
the Code.
If all or part of the Company's deductions under Section 404 of the
Code for Company Matching Contributions are disallowed by the Internal
Revenue Service, the portion of the contributions to which such
disallowance applies shall be returned to the Company without interest
within one year of such disallowance. The Company may recover, without
interest, the amount of any contribution made on account of mistake of
fact, provided that such recovery is made within one year after the date of
such contribution. Any recovery by the Company of Company contributions to
the Plan shall not exceed the value at the time of recovery of assets
acquired with the Company contributions and with Earnings thereon.
3.7 Participant's Rights Not Transferable.
Except to the extent permitted by Sections 401(a)(13) and 414(p) of the
Code, no right or interest of any Participant or beneficiary of a Participant
under the Plan or in his or her Account shall be assignable or transferable, in
whole or in part, either directly or by operation of law or otherwise, including
without limitation by execution, levy, garnishment, attachment, pledge or in any
other manner, except in accord with provisions of a qualified domestic relations
order as defined by Section 206(d) of ERISA and Section 414(p) of the Code and
further excluding devolution by death or mental incompetency; no attempted
assignment or transfer thereof shall be effective; and no right or interest of
any Participant or beneficiary of a Participant under the Plan or in his or her
Account shall be liable for, or subject to, any obligation or liability of such
Participant or beneficiary of a Participant.
19
ARTICLE IV
----------
Investment Elections
--------------------
4.1 Participant's Election As to Investment of Funds. A Participant's
After-Tax Contributions and Pre-Tax Contributions each shall be invested as the
Participant shall elect with respect to each in one or more of the Ford Stock
Fund, the Common Stock Fund, the Bond Fund, the Interest Income Fund, the
Fidelity Magellan Fund, the Fidelity Contrafund, the Fidelity Overseas Fund,
Fidelity Asset Manager: Income, Fidelity Asset Manager, Fidelity Asset Manager:
Growth and any of the Additional Mutual Funds listed in Appendix A, provided
that the amount contributed to any investment election shall be in such minimum
percentage of the contribution as is from time to time specified by the
Administration Committee, and contributions in excess of the minimum shall be
made in increments of one percent. A prospectus for the Fidelity Magellan Fund,
the Fidelity Contrafund, the Fidelity Overseas Fund, the Fidelity Asset Manager:
Income, the Fidelity Asset Manager, the Fidelity Asset Manager: Growth, all of
which are mutual funds, or for any of the Additional Mutual Funds listed in
Appendix A shall be delivered promptly to any Employee or Participant upon
request of such Employee or Participant.
A Participant's initial investment election hereunder shall be stated in
his or her notice of election to participate or Salary Reduction Agreement. Each
investment election hereunder shall remain in effect until changed by the
Participant, and may be changed effective for any pay period in respect of
After-Tax Contributions or Pre-Tax Contributions made after providing a notice
in such form and in such manner and at such time as the Administration Committee
shall specify. Performance Bonus Plan distributions and FCA Dollars and Bonus
Flexdollars from the Flexible Benefits Plan of the Company that Participants
elect to have contributed to the Plan shall be invested in accordance with a
Participant's election in effect at the time of contribution, or if the
Participant does not have in effect such an election with respect to Pre-Tax
Contributions, in accordance with the Participant's latest Pre-Tax Contribution
election or, in the absence of any such election, in the Interest Income Fund.
Company Matching Contributions shall be invested in the Ford Stock Fund.
A Participant's investment election pursuant to this Section 4.1 and
pursuant to Section 4.2 hereof shall be transmitted to the party or parties from
time to time specified by the Administration Committee and communicated to
Participants, and such election may be transmitted in writing, by telephone, or
by other electronic means as the Administration Committee shall from time to
time determine. The party or parties specified by the Administration Committee
shall be responsible for complying with Participants' investment elections and
shall provide written confirmations of elections to Participants within a
reasonable time, as from time to time determined by the Administration
Committee, following the making of the election.
4.2 Transfer of Assets to Other Investment Elections. Except as is provided
in Appendix A or subsection (d) of this Section 4.2, any Participant may elect,
at such times, in such manner, to such extent and with respect to such assets as
the Administration Committee from time to time may determine, to have the value
of all or part of the Participant's vested assets invested in any available
investment election under the Plan transferred and invested in any other
available investment election under the Plan; provided, however, that:
(a) a Participant may make one or more such transfer elections with
respect to his or her Accounts during each business day, except that
effective June 1, 2000, a Participant shall not be allowed to make
transfers into or out of the Ford Stock Fund more than five (5) times
in a given month, and this limitation applies regardless of the number
of
20
transfers a Participant may have engaged in with respect to the Ford
Stock Fund in any previous month or months;
(b) a Participant may make transfer elections in either a dollar amount or
a percentage of the amount invested in such investment election from
which such transfer is elected, in increments of one percent, provided
that the amount transferred is at least minimum percentage from time
to time specified by the Administration Committee or, if greater,
$250.00; provided that if the amount invested in the investment
election from which transfer is elected is less than $250.00, the
entire value of the assets invested in the investment election from
which transfer is elected;
(c) all such transfer elections shall be subject to such other regulations
as the Administration Committee may prescribe, which may specify,
among other things, application procedures, minimum and maximum
amounts that may be transferred, procedures for determining the value
of assets the subject of a transfer election and other matters which
may include conditions or restrictions applicable to transfer
elections; and
(d) after March 31, 2000, the Scudder International Bond Fund, previously
listed on Appendix A, ceased to be offered as an investment option.
From April 1, 2000 through September 22, 2000, no assets could be
transferred into the Scudder International Bond Fund. On and after
April 1, 2000, elections to invest assets in the Scudder International
Bond Fund made prior to that date are treated as elections to invest
in the Interest Income Fund. During said period assets could have been
transferred from the Scudder International Bond Fund into any other
available investment election under the Plan. All assets remaining in
the Scudder International Bond Fund as of the close of the New York
Stock Exchange on September 22, 2000, were transferred into the
Interest Income Fund.
21
ARTICLE V
---------
Vesting and Forfeiture of Assets Attributable to Company Matching Contributions
-------------------------------------------------------------------------------
5.1 Vesting.
(a) Pre-Tax Contributions and After-Tax Contributions. A Participant's
right to the assets attributable to After-Tax Contributions and Pre-Tax
Contributions is immediately nonforfeitable regardless of the Participant's
age and service. Assets attributable to Company Matching Contributions
shall vest in accordance with the following provisions of this paragraph
for employees on the active employment roll on or after October 1, 1995.
(b) Company Matching Contributions. Assets attributable to Company
Matching Contributions shall become nonforfeitable upon the occurrence of
the earliest of the following:
(i) attainment by a Participant who is an Employee of the normal
retirement age of 65 as an active Employee or, if earlier,
five years after the Participant's original date of hire;
(ii) retirement of a Participant who is an Employee pursuant to
the provisions of any retirement plan maintained by the
Company or a Subsidiary;
(iii)death of a Participant who is an Employee prior to
termination of employment;
(iv) death or disability of a Participant who terminates
employment with the Company or a Participating Employer to
enter military service and is therefore unable to return to
work with the Company or a Participating Employer within the
applicable reinstatement period; or
(v) election by a Participant who is an Employee in accordance
with the provisions of Section 7.5 hereof to have the assets
in such Participant's Account transferred to the savings
plan of a Subsidiary by which such Participant is currently
employed.
Notwithstanding the foregoing provisions of this Section 5.1: (1) a
Participant who has attained at least three (3) Vesting Years of Service
under the PRIMUS Automotive Financial Services, Inc. Prime Account as of
the time such Participant becomes a Participant shall at all times be fully
vested in Company Matching Contributions; (2) each Participant who, under
the terms of the Plan in effect on September 30, 1995, would at any time
thereafter and prior to termination of employment have become fully vested
in Company Matching Contributions pursuant to those terms shall be deemed
fully vested on the earlier to occur of the satisfaction of the vesting
conditions in effect on September 30, 1995, or the satisfaction of the
vesting conditions that became effective October 1, 1995; (3) each
Participant who is an Employee as of December 31, 1997, and who is released
to Marriott or AVI as a result of the sale of cafeteria service business to
those entities shall be fully vested in his or her Company Matching
Contributions Account on the day immediately preceding the date the
individual becomes employed by Marriott or AVI; (4) each Participant who is
employed by Visteon Corporation at the time it ceases to be a member of the
group of businesses under common control (within the meaning of Sections
414(b) and (c) of the Code) that includes the Company shall be fully vested
in his or her Company Matching Contributions without regard to the
preceding provisions of this section, (5)each Participant who was an
Employee of the Company and who transferred to Vastera Solutions Services
Corporation on September 1, 2000 shall be fully vested in Company Matching
Contributions as of the date of their transfer, (6) each Participant who
22
was an Employee of the Company and who transferred to Wingcast, L.L.C.
between October 16, 2000 and December 31, 2000, shall be fully vested in
Company Matching Contributions as of the date of their transfer, and (7)
each Participant who was an Employee of the Company and who transferred to
Covisint, L.L.C. before June 1, 2001, shall be fully vested in Company
Matching Contributions as of their Employment Dates (within the meaning of
the Employee Transfer Agreement).
(c) Assets Transferred from Savings Plan of a Subsidiary. Assets
transferred to the Plan pursuant to Section 3.2 shall be nonforfeitable.
(d) Matching Contributions Attributable to PRIMUS Automotive Financial
Services, Inc. Notwithstanding the provisions of Section 5.1(b)(i), assets
in a Participant's Account attributable to matching contributions made by
PRIMUS Automotive Financial Services, Inc. under the PRIMUS Automotive
Financial Services, Inc. Prime Account ("Prime Account") shall vest in
accordance with the following schedule. For purposes of said schedule,
service with PRIMUS Automotive Financial Services, Inc. shall be treated as
service with Ford Motor Credit Company or any Affiliated Employer that is a
member of the controlled group of corporations (within the meaning of
Sections 414(b) and (c) of the Code) that includes the Company, and all
Vesting Years of Service, including fractions thereof, under the Prime
Account shall be aggregated with service with Ford Motor Credit Company
(determined beginning with a Participant's date of employment with Ford
Motor Credit Company) or any Affiliated Employer that is a member of the
controlled group of corporations (within the meaning of Sections 414(b) and
(c) of the Code) that includes the Company, such latter service to be
determined on the basis that 365 days of service equals a year of service,
and with fractional years of service to be determined on that basis.
Years of Service Vested Percentage
---------------- -----------------
1 0%
1 but less than 2 20%
2 but less than 3 50%
3 or more 100%
(e) Land Rover North America, Inc. 401(k) Retirement Savings Plan.
Matching contributions attributable to the Land Rover North America, Inc.
401(k) Retirement Savings Plan. Notwithstanding the provisions of
5.1(b)(i), a Participant shall be immediately and shall remain fully vested
in all interest in the Participant's account attributable to the Land Rover
North America, Inc. 401(k) Retirement Savings Plan.
5.2 Forfeiture.
(a) Termination of Employment. Forfeitable assets attributable to
Company Matching Contributions shall be forfeited on the last day of the
fifth Plan Year following a Participant's termination of employment. With
the group of employees that, including the Company, constituting a single
employee for purposes of Sections 414(b)(c) and (m) of the Code, provided
that the Participant does not return to employment with one or more member
of such group of employment prior to such last day. The foregoing
provisions of the subsection (a) of Section 5.2 shall not apply to the a
termination employment by reason of death, Retirement pursuant to the
provisions of any Retirement Plan maintained by the Company or a
Subsidiary, layoff, medical leave or release due to continued disability
after expiration of medical leave, regular employment by an Affiliated
Employer, or where the Participant shall be granted a military leave of
absence, and either (A) the Participant's employment subsequently is
reinstated under then applicable personnel policies of the employer or (B)
within the period so provided for reinstatement, the Participant either
dies or becomes eligible for Retirement pursuant to the provisions of any
Retirement Plan.
23
(b) Withdrawal of Assets. If a Participant is required to forfeit
assets attributable to Company Matching Contributions as a result of a
withdrawal by the Participant, then such Participant may subsequently elect
to return such a withdrawal to the Plan and have the assets attributable to
Company Matching Contributions restored to his or her Account as provided
in Subsection 7.4(f) hereof.
24
ARTICLE VI
----------
Loans to Participants
---------------------
Subject to such regulations as the Administration Committee from time to
time may prescribe, a Participant described in (i) of the first sentence of the
immediately following paragraph may apply for and receive a loan from the Plan
provided that the aggregate of all such loans does not exceed the lesser of:
(i) the cash value, at the time of any such loan, of the assets (except any
amount credited to such Participant's Income Fund subaccount) in his or her
Pre-Tax Contribution Account or After-Tax Contribution Account that are
attributable to Pre-Tax Contributions made on his or her behalf or to
After-Tax Contributions and that the Participant shall have designated to
be used to provide the amount of the loan;
(ii) fifty percent (50%) of the cash value of assets, at the time any such
loan is made, in his or her account but not more than $50,000; or
(iii) $50,000 reduced by the difference between such Participant's highest
loan balance under all plans of the Company and its Subsidiaries during the
previous 12 months (ending on the day before the effective date of such
loan from the Plan) and such Participant's loan balance on the effective
date of such loan.
All such loans shall (i) be available on a reasonably equivalent basis to
all active Employees and all former Employees who were employed by the Company
on March 31, 2000, and became an employee of Visteon Corporation on or between
April 1, 2000, and June 28, 2000, (ii) be adequately secured and (iii) bear a
reasonable rate of interest and be subject to such other requirements, including
repayment terms (repayment of loans must be made not less frequently than
quarterly), as the Administration Committee from time to time may prescribe,
provided, however, that (a) the entire amount of any such loan and all amounts
of related interest must be repaid not later than 60 months (or, when permitted
by law, such later date as the Administration Committee may determine) after the
month in which the loan is effective and (b) repayments shall be made by a
Participant from his or her salary by payroll deductions or in such other manner
as the Administration Committee may prescribe. All such requirements shall be
applicable on a uniform and non-discriminatory basis to all Participants who may
apply for such loans.
Amounts paid by a Participant, including interest payments, with respect to
any such loan shall be credited to a loan subaccount in such Participant's
Pre-Tax Contribution Account.
Loan repayments, including interest, on loans made before October 1, 1995
shall be invested in the Interest Income Fund until the Participant elects to
have such assets transferred. Loan repayments, including interest, on loans made
on or after October 1, 1995 shall be invested in the latest investment elections
made on or after October 1, 1995 by the Participant with respect to current
After-Tax or Pre-Tax Contributions or, in the absence of such election, in the
Interest Income Fund until the Participant elects to have such assets
transferred. Loan repayments, including interest, on loans made on or after
October 1, 1995 will be allocated to After-Tax or Pre-Tax Contribution Accounts,
or both, from which loans were made and in the same proportion.
In the event of a default on a loan, the Participant's accrued benefit
under the Plan shall not be reduced until an otherwise permissible distributable
event occurs (e.g., attaining age 59 1/2, termination of employment).
25
ARTICLE VII
-----------
Withdrawals, Distributions and Transfers
----------------------------------------
7.1 Withdrawal by Participants of Assets Prior to Termination of
Employment.
(a) Pre-Tax Contributions. A Participant shall not be permitted to
withdraw prior to his or her termination of employment all or any portion
of the assets in the Participant's Pre-Tax Contribution Account
attributable to Pre-Tax Contributions; provided, however, that such
withdrawal shall be permitted subject to the conditions in Section 7.4
hereof (i) at any time after the Participant shall have attained age 59-1/2
or (ii) prior to attaining age 59-1/2, if (a) the withdrawal is made on
account of an immediate and heavy financial need of the Participant and is
necessary to satisfy such financial need or (b) the requirements of safe
harbors as provided in regulations promulgated by the Internal Revenue
Service are met; provided, however, that any withdrawal on account of
financial hardship cannot exceed the value of Pre-Tax Contribution assets
as of December 31, 1988 plus the dollar amount of Pre-Tax Contributions
made to the Account of the Participant thereafter, exclusive of Earnings
thereon, and provided, further, that in the event of any withdrawal by a
Participant prior to attaining age 59-1/2, such Participant shall not be
permitted to make contributions to the Plan for a period of 12 months
succeeding the date of any withdrawal of assets. The assets so withdrawn
shall be delivered to the Participant as soon as practicable after the
effective date of the withdrawal.
The following are the only financial needs that are considered
immediate and heavy under the Internal Revenue Service safe harbors
referred to above: (1) expenses incurred or necessary for medical care
described in Code section 213(d), of the Participant, the Participant's
spouse, or the Participant's dependents; (2) the purchase (excluding
mortgage payments) of a principal residence of the Participant; (3) payment
of tuition and related educational fees for the next 12 months of
post-secondary education for the Participant, the Participant's spouse,
children or dependents; or (4) the need to prevent the eviction of the
Participant from or a foreclosure on the mortgage of the Participant's
principal residence.
A hardship withdrawal is not necessary to the extent it exceeds the
amount necessary (including taxes) to relieve the need or to the extent
that the need may be satisfied from other resources reasonably available to
the Participant.
(b) After-Tax Contributions. Subject to the conditions in Section 7.4
hereof, at any time or from time to time prior to termination of
employment, a Participant may withdraw all or part of the cash value of
assets in his or her After-Tax Account that are attributable to his or her
After-Tax Contributions or Earnings thereon; provided, however, that such
Participant shall not be permitted to make contributions to the Plan for a
period of 12 months succeeding the date of any withdrawal of assets on
which Company Matching Contributions were based if such withdrawal is made
within two years following the end of the year in which such contributions
were made.
(c) Company Matching Contributions. Subject to the conditions in
Section 7.4, a Participant may withdraw all or part of the cash value of
assets in his or her Company Matching Contributions Account that are
attributable to Company Matching Contributions or Earnings thereon at any
time and from time to time prior to termination of employment to the extent
such assets shall have vested pursuant to the provisions of Section 5.1
hereof; provided, however, that, except in the case of a Participant who
has attained age fifty-nine and one-half, no such withdrawal shall be
permitted for two years following the end of the year in which Company
Matching Contributions were made.
26
(d) Systematic Withdrawals of Pre-Tax Contributions, After-Tax
Contributions and Company Matching Contributions After Attainment of Age
59-l/2. After attainment of age 59 1/2, a Participant, regardless of
whether such Participant has terminated employment, may elect to make a
systematic withdrawal of the cash value of assets in such Participant's
account in monthly, quarterly, semi-annual or annual installments over such
period of time as the Participant shall specify, as provided in Subsection
7.2(c) hereof for Participants who have terminated employment. A
Participant who has elected a systematic withdrawal pursuant to this
Section 7.1(d) may elect to cease such withdrawals at any time prior to the
attainment of age 70-1/2.
(e) Pre-Tax Contributions, After-Tax Contributions and Company
Matching Contributions After Attainment of Age 70-l/2. After attainment of
age 70 1/2, a Participant, regardless of whether such Participant has
terminated employment, may elect to make a withdrawal of the cash value of
assets in the Participant's account over the life of the Participant or the
joint lives of the Participant and the Participant's beneficiary under the
Plan (including the Participant's spouse), as provided in Subsection 7.2(d)
hereof for Participants who have terminated employment.
(f) Assets Attributable to a Rollover into PRIMUS Automotive Financial
Services, Inc. Prime Account. A Participant may at any time and from time
to time withdraw all or any portion of the assets in the Participant's
Account attributable to a Rollover into the PRIMUS Automotive Financial
Services, Inc., Prime Account.
7.2 Withdrawal by Participant of Assets at or After Termination of
Employment.
(a) General. Subject to the conditions in Section 7.4 , a Participant
who has terminated employment for any reason (whether voluntarily or by
discharge, with or without cause), may elect to make a withdrawal in any of
the ways provided for in (b), (c) or (d) of this Section.
(b) Ordinary Withdrawals. A Participant who has terminated employment
may elect to withdraw all or part of the cash value of assets in his or her
After-Tax Contribution Account and Pre-Tax Contribution Account and the
cash value of assets in his or her Company Matching Contribution Account to
the extent the same shall have vested as provided in Section 5.1 hereof.
Such assets shall be delivered to the Participant as soon as practicable
after receipt of a request for withdrawal made by the Participant at or
after termination of employment in such form and in such manner as the
Administration Committee shall specify. In the case of a Participant who
has terminated employment, attained age sixty-five (65), and requested a
distribution of the cash value of the assets in his or her Accounts that
are vested, provided that the request for distribution is received by the
end of the Plan Year in which the Participant attains age sixty-five (65),
the distribution shall be made no later than the 60th day after the close
of the Plan Year in which such Participant attains age sixty-five (65).
(c) Systematic Withdrawals. A Participant who has terminated
employment may elect a systematic withdrawal of the cash value of assets in
such Participant's Account in monthly, quarterly, semi-annual or annual
installments over such period of time as the Participant shall specify.
Each such installment shall be paid in an amount equal to the cash value of
assets in such Participant's Account on the effective date of each such
installment multiplied by a fraction the numerator of which is one and the
denominator of which is the number of installments remaining in the period
specified by the Participant. For purposes of this subsection 7.2(c), the
term "effective date" shall mean the date an installment is debited from a
Participant's Account. The cash value of each such
27
installment in a systematic withdrawal shall be withdrawn on the effective
date of the installment proportionately from each of the investments which
the Participant has elected under the Plan as of the effective date. The
Administration Committee shall establish the effective date or dates for
systematic withdrawal payments, which may be a uniform monthly date for all
such payments, and shall communicate such date or dates to Participants.
Systematic withdrawals shall be made and in such manner subject to such
requirements as the Administration Committee shall determine. In the event
that the systematic withdrawals specified by the Participant do not meet
the minimum distribution requirements beginning at age seventy and one half
(70 1/2) under section 401(a)(9) of the Code as specified in Section 7.3
hereof, then such additional amounts shall be distributed in accordance
with the provisions of Section 7.3 hereof as necessary to satisfy such
minimum distribution requirements. Notwithstanding the foregoing provisions
of this Section 7.2(c), in the case of Participant who terminates
employment with the Company and all Affiliated Employers, begins a
systematic withdrawal, and returns to employment with the Company or an
Affiliated Employer prior to the attainment of age 59-1/2, such withdrawals
shall automatically cease.
(d) Withdrawals Over Life Expectancy. A Participant who has terminated
employment and who has attained age seventy and one-half (70 1/2) may elect
withdrawal of the cash value of assets in the Participant's Account over
the life of the Participant or the lives of the Participant and the
Participant's beneficiary under the Plan (including the Participant's
spouse) in accordance with Section 401(a)(9) of the Code and with
regulations prescribed by the Secretary of the Treasury thereunder and
subject to such regulations as the Administration Committee may prescribe.
Such election may be made by Participants who have terminated employment to
have such distribution made in lieu of distribution over a period of 15
years as provided in Section 7.3 hereof.
7.3 Mandatory Distributions.
(a) General. Distribution by the Plan of all assets in a Participant's
Account, including assets attributable to Company Matching Contributions to
the extent such assets shall have vested, shall be governed by the
provisions of (b), (c), (d) and (e) of this Section.
(b) Termination of Employment. In the case of a Participant who has
terminated employment for any reason (whether voluntary or by discharge,
with or without cause) and who qualifies for but has not elected a
distribution pursuant to Subsection 7.2(d)that satisfies the requirements
of Section 401(a)(9) of the Code, notwithstanding any other provision of
this Plan (other than the immediately following sentence), the distribution
of the cash value of assets in his or her After-Tax Contributions Account
and Pre-Tax Contribution Account and the cash value of assets in his or her
Company Matching Contribution Account to the extent the same shall have
vested as provided in Section 5.1 hereof, shall in the case of a
Participant who attains age 70 1/2 on or after January 1, 1988, begin not
later than April 1 of the calendar year following the calendar year in
which the Participant attains age seventy and one-half (70-1/2) and shall
be made over a period of fifteen (15) years (15 years is a period certain
not extending beyond the joint life and last survivor expectancy of the
Participant and the Participant's designated beneficiary). Notwithstanding
the immediately preceding sentence, a Participant described therein may at
anytime elect a distribution under Section 7.2 hereof. All distributions
made with respect to a Participant who has attained age 70-l/2 shall be
made in accordance with the regulations prescribed by the Secretary of the
Treasury under Section 401(a)(9) of the Code, including the minimum
distribution incidental benefit requirements of Prop.
Treas. Reg. Section 1.401(a)(9)-2, and subject to such regulations as the
Administration Committee may prescribe. In the case of a Participant who
has
28
attained age sixty-five (65), distribution shall be made no later than the
60th day after the close of the year in which the Participant attains age
sixty-five (65). Notwithstanding the immediately preceding sentence, the
following shall apply in the event the Plan receives a favorable Internal
Revenue Service determination letter regarding amendments dated November
25, 1997. In the case of a member who has terminated employment and attains
age sixty-five (65), distribution of the value of the assets in his or her
accounts that are vested shall be made no later than the 60th day after the
close of the Plan Year in which such Participant attains age sixty-five
(65); provided that in any such case no distribution shall commence until
the Participant files a request for benefits. If the Participant's Account
was established on or after October 1, 1995 and the value of the
Participant's Account is less than $3,500 (determined within 90 days after
termination of employment) and was less than $3,500 on the effective date
of any prior withdrawal or distribution from such Participant's Account,
the cash value of assets in such Participant's Account shall be distributed
as soon as practicable.
If any loan is in default as of the end of any year, the entire
balance of such loan shall be treated as a distribution under the Plan as
of the end of such year.
(c) Attainment of Age 70-l/2 by an Employee Who Has Not Terminated
Employment. In the case of a Participant who has attained age seventy and
one-half (70-1/2) on or after January 1, 1988 and prior to January 1, 1997
and who has not terminated employment, and in the case of any Participant
who is a 5-percent owner (within the meaning of Code Section 416) with
respect to the Plan Year in which the Participant attains age 70-1/2 and
has not terminated employment, distribution of the cash value of assets in
his or her Account shall begin not later than April 1 of the calendar year
following the calendar year in which the Participant attains age seventy
and one-half (70-1/2) and shall be made over a period of fifteen (15) years
(15 years is a period certain not extending beyond the joint life and last
survivor expectancy of the Participant and the Participant's designated
beneficiary); upon termination of such Participant's employment, the assets
remaining in the Participant's Account shall be distributed. If a
distribution commences under this Section 7.3 while the Participant is
employed, such distribution is not discontinued as provided in the last
sentence of this subparagraph, and the Participant dies while still
employed, the assets remaining in the Participant's Account shall be
immediately distributed to the Participant's beneficiary (other than the
Participant's surviving spouse) as provided in Subsection 7.3(e). Such
distribution shall be made in accordance with the regulations prescribed by
the Secretary of the Treasury under Section 401(a)(9)of the Code, including
the minimum distribution incidental benefit requirements of Prop. Treas.
Reg. Section 1.401(a)(9)-2, and subject to such regulations as the
Committee may prescribe.
Distributions to active Employees who were not 5-percent owners with
respect to the Plan Year in which they attained age seventy and one half
(70 1/2) prior to January 1, 1997 may be discontinued by such Employee
effective beginning with distributions that would otherwise be required to
be made for the 1997 plan year.
(d) Dividends on Stock in the Ford Stock Fund. With respect to the
Ford Stock Fund, commencing with the dividend payable for the third quarter
of 1996, all or a portion of cash dividends paid on shares of Company Stock
in the Ford Stock Fund that have not been in the Plan continuously since
January 1, 1989 shall be distributed proportionately to Participants who
have assets in the Ford Stock Fund on the dividend record date and do not
reject such distribution. The amount of such dividends that shall be
distributed to Participants who do not reject distribution shall equal the
lesser of (i) the total of such cash dividends, or (ii) the total amount of
cash dividends paid on all shares held in the Ford Stock Fund multiplied by
the ratio of the number of Ford Stock Fund
29
Units in the Accounts of Participants who do not reject such distribution
to the number of Ford Stock Fund Units in the Accounts of all Participants,
such determination to be made as of the dividend record date. The amount of
such cash dividends that shall be distributed to each Participant who has
not rejected such distribution shall be equal to the total amount of cash
dividends to be distributed multiplied by the ratio of the number of Ford
Stock Fund Units in the Account of such Participant to the total number of
Ford Stock Fund Units in the Accounts of all Participants who have not
rejected such distribution, all determined as of the close of the New York
Stock Exchange on the record date for the dividend.
The Administration Committee shall from time to time determine the
manner in which Participants shall be provided an opportunity to reject
distribution of Company Stock dividends or to change a prior election with
respect to distribution.
Distribution of such dividends shall be made as soon as practicable
after receipt of such dividends by the Trustee.
(e) Death of a Participant. In the event of the death of a
Participant, any of the cash value of assets in his or her Account or
Accounts under the Plan in respect of which the Participant shall have
designated or be deemed pursuant to Article XIV to have designated one or
more beneficiaries hereunder shall be delivered to such beneficiaries who
shall survive the Participant in accordance with such designation or deemed
designation (to the extent effective and enforceable at the time of the
Participant's death) and the provisions of the Plan, subject to subsection
7.4(j) and such regulations as the Administration Committee from time to
time may prescribe, provided, however, that if the Trustee or the
Administration Committee shall be in doubt as to the right of any such
beneficiary to receive the cash value of any of such assets, the Trustee
may deliver the same to the estate of the Participant, in which case the
Trustee, the several Participating Companies, the Administration Committee
and the several members thereof and alternates for members shall not be
under any further liability to anyone. Except as hereinabove provided, in
the event of the death of a Participant, the cash value of assets in his or
her Account or Accounts under the Plan shall be delivered to his or her
estate. Except as is provided in the immediately following sentence of this
Subsection, in the event of death of a Participant, distribution of the
Participant's Account shall be made to such Participant's beneficiary or
beneficiaries (or estate, if there are no beneficiaries), hereunder as soon
as practicable after notice of such Participant's death is received by the
Company (and in no event later than December 31 of the calendar year that
includes the fifth (5th) anniversary of the Participant's death), and the
foregoing shall apply notwithstanding any withdrawal or distribution
election in effect at time of the death of a Participant. Notwithstanding
the provisions of the immediately preceding sentence, effective September
1, 1998, or as soon as is administratively feasible thereafter, (a) if a
Participant's beneficiary is the Participant's surviving spouse, if the
Participant elected a distribution schedule which had commenced by the
Participant's date of death, the Participant's Account shall continue to be
paid to the surviving spouse pursuant to such schedule or, at the spouse's
election at any time, in a lump sum, and (b) if distribution of the
Participant's Account had not commenced as of the Participant's date of
death, the surviving spouse shall, for purposes of the distribution
requirements and options under the Plan, be deemed a Participant; except
that the surviving spouse shall be deemed to attain age seventy and
one-half (70-1/2) on the date the Participant would have attained such age.
30
7.4 Conditions Applicable to Withdrawals and Distributions.
(a) Effective Date of Withdrawal. Except as is provided in Section
7.2(c) for systematic withdrawals, each withdrawal shall be made as of any
business day (the last business day of any week if withdrawal includes
assets from the Income Fund), upon the Participant's request provided in
such form and in such manner and at such time as the Administration
Committee shall specify. The assets being withdrawn shall be delivered to
the Participant as soon as practicable after the effective date of the
withdrawal.
(b) Assets Delivered and Forfeiture of Non-Vested Company Matching
Contributions. Upon and in accordance with a Participant's request for a
withdrawal permitted under the Plan, there shall be delivered to the
Participant the assets in his or her After-Tax Contributions Account which
are attributable to his or her After-Tax Contributions or Earnings thereon,
or in his or her Pre-Tax Contribution Account which are attributable to his
or her Pre-Tax Contributions or Earnings thereon, or in his or her Company
Matching Contributions Account. To the extent that any amounts of assets in
his or her Company Matching Contributions Account were credited in respect
of such After-Tax Contributions or Pre-Tax Contributions, the same not
being vested shall be forfeited and shall be applied as provided in Article
X hereof.
(c) Distribution and Delivery. Each distribution shall be made as of
the close of a business day (the last business day of any week if
distribution includes assets from the Income Fund) and the assets being
distributed shall be delivered to the Participant as soon as practicable
after the effective date of the distribution.
(d) Form of Distribution from Ford Stock Fund.
(i) Whole Shares. Subject to the provisions of Section 9.2
hereof, and subject to such regulations as the
Administration Committee from time to time may prescribe, a
Participant requesting a withdrawal or required to receive a
distribution may direct the Trustee to make distribution of
the cash value of assets invested in the Ford Stock Fund in
the form of whole shares of Company Stock and cash for any
fraction of a share, such withdrawal or distribution to be
based on a price per share equal to the market value of
Company Stock at the close of the New York Stock Exchange on
the effective date of the withdrawal or distribution. The
Participant so directing the Trustee shall pay all
applicable transfer taxes incident to the withdrawal or
distribution of such shares by the Trustee, and the amount
thereof may be deducted from the payment made by the Trustee
to the Participant.
(ii) Fractional Interest. Any fractional interest in a share of
Company Stock shall not be subject to distribution or
withdrawal. Settlement for any fractional interest in such
security, upon distribution or withdrawal thereof, shall be
made in cash based on the current market value or any
applicable current redemption value of such security, as of
the date of distribution or withdrawal, as the case may be.
(e) Forfeiture. In the case of a distribution of assets pursuant to
Subsection 3.4(e)(5) hereof that is made from a Participant's After-Tax
Contribution Account or Pre-Tax Contribution Account, to the extent that
any portion of assets in the Participant's Company Matching Contributions
Account had been credited in respect of the Employee's After-Tax or Pre-Tax
Contributions to which such assets are attributable, the same not being
vested shall be forfeited and shall be applied as provided in Article X
hereof.
31
(f) Redeposits. If a Participant makes a withdrawal from his or her
After-Tax Contributions Account or Pre-Tax Contributions Account pursuant
to the provisions of Section 7.1 or 7.2 hereof and prior to the date on
which related Company Matching Contributions and Earnings thereon have
vested as determined pursuant to the provisions of Section 5.1 hereof, such
Participant may subsequently elect to return to the Plan in a lump sum in
cash the value as of the effective date of withdrawal of the assets and
cash delivered pursuant to Section 7.l or 7.2 hereof and thereby have
restored to his or her Company Matching Contributions Account assets and
cash having a value equal to the value, as of the effective date of
withdrawal, of the assets attributable to Company Matching Contributions or
Earnings thereon that had been forfeited. Any such return shall
EX-5
4
ex51ssip1001.txt
Exhibit 5.1
[OBJECT OMITTED]
October 30, 2001
Ford Motor Company
One American Road
Dearborn, Michigan 48126-1899
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement"), filed by Ford Motor Company (the "Company") with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), with respect to 64,000,000
shares of Common Stock, par value $.01 per share, of the Company ("Common
Stock"), relating to the Ford Motor Company Savings and Stock Investment Plan
for Salaried Employees (the "Plan").
As an Assistant Secretary and Counsel of the Company, I am familiar with
the Restated Certificate of Incorporation and the By-Laws of the Company and
with its affairs, including the actions taken by the Company in connection with
the Plan. I also have examined such other documents and instruments and have
made such further investigation as I have deemed necessary or appropriate in
connection with this opinion.
Based upon the foregoing, it is my opinion that:
(1) The Company is duly incorporated and validly existing as a corporation
under the laws of the State of Delaware.
(2) All necessary corporate proceedings have been taken to authorize the
issuance of the shares of Common Stock being registered under the Registration
Statement, and all such shares of Common Stock acquired by Fidelity Management
Trust Company, as trustee under the Master Trust Agreement dated as of September
30, 1995, as amended, relating to the Plan (the "Master Trust Agreement") and as
trustee under the Plan, in accordance with the Master Trust Agreement and the
Plan will be legally issued, fully paid and non-assessable when the Registration
Statement shall have become effective and the Company shall have received
therefor the consideration provided in the Plan (but not less than the par value
thereof).
I hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/Kathryn S. Lamping
Kathryn S. Lamping
Assistant Secretary
and Counsel
EX-15
5
ex15ssip1001.txt
EXHIBIT 15
October 25, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our reports dated April 18, 2001 and July 16, 2001 on
our reviews of interim financial information of Ford Motor Company (the
"Company") as of and for the periods ended March 31, 2001 and June 30, 2001,
respectively, and included in the Company's Quarterly Reports on Form 10-Q for
the quarters then ended are incorporated by reference in its Registration
Statement dated October 30, 2001.
Yours very truly,
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Detroit, Michigan
EX-23
6
eex23ssip0501.txt
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 18, 2001 relating to the
financial statements, which appears in Ford Motor Company's Annual Report on
Form 10-K for the year ended December 31, 2000. We also consent to the
incorporation by reference of our report dated March 19, 2001 relating to the
financial statements of Ford Capital BV and Subsidiaries, which appears in such
Annual Report on Form 10-K.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Detroit, Michigan
May 30, 2001