EX-10.P-13 15 f12312017exhibit10-px13.htm EXHIBIT 10-P-13 Exhibit
Restricted Stock Unit Final Award Agreement for 20__ Performance-Based Restricted Stock Unit ("PB-RSU") Grant under the Ford Motor Company Long-Term Incentive Plan
This AGREEMENT made as of this [ day of ________ 20_-], by and between Ford Motor Company, a Delaware corporation (the "Company"), and [Name of Grantee] (the "Grantee"), WITNESSETH:
WHEREAS, the Grantee is now, or was, employed by the Company, or one of its subsidiaries, in a responsible capacity during all or part of the performance period related to the grant of 20__ PB-RSUs under the Company’s Long-Term Incentive Plan (the "Plan"), which is administered by the Compensation Committee (the "Committee"), and the Company has determined that, based on the Company's accomplishment of certain objectives relating to the 20— PB-RSU grant, the Grantee has earned a final award of restricted stock units herein provided for,
NOW, THEREFORE, IT IS AGREED BETWEEN THE PARTIES as follows:
Subject to the terms and conditions set forth herein, in the Plan, in the "Terms and Conditions of Restricted Stock Unit Final Award Agreement" (the "Final Award Terms and Conditions") and in any rules and regulations established by the Committee pursuant to the Plan (all of which are incorporated by reference into this Agreement as though set forth in full herein), the Company hereby grants to the Grantee [ ] restricted stock units (the "RSU Grant"). The RSU Grant will vest after [one, two, three] year/s from the date of grant; [x]% of the RSU Grant will vest after one year from the date of grant; [x]% of the RSU Grant will vest after two years from the date of grant; and [x]% of the RSU Grant will vest after three years from the date of grant.
The Grantee agrees: (i) to refrain from engaging in activity that is directly or indirectly in competition with any activity of the Company or any subsidiary thereof; (ii) to refrain engaging in conduct that is inimical to the best interests of the Company; and (iii) make himself or herself available, upon request, at reasonable times and upon a reasonable basis, to consult with, supply information to, and otherwise cooperate with the Company or any subsidiary thereof with respect to any matter that shall have been handled by him or her or under his or her supervision while he or she was in the employ of the Company or any subsidiary thereof. In the event of non-fulfillment of condition (i), (ii), or (iii) above, the Grantee's rights in the RSU Grant, including the right to have any Final Award converted to shares of Ford Common stock at the end of applicable restriction period, shall be forfeited and cancelled. Furthermore, nothing contained herein or in the Final Award Terms and Conditions shall restrict the right of the Company or any of its subsidiaries to terminate the employment of the Grantee at any time, with or without cause. The term "Company" as used in this Agreement and the Final Award Terms and Conditions with reference to employment shall include subsidiaries of the Company. The term "subsidiary" as used in this paragraph shall mean (i) any corporation a majority of the voting stock of which is owned directly or indirectly by the Company or (ii) any limited liability company a majority of the membership interest of which is owned directly or indirectly by the Company.
The grant of the RSU Grant is completely discretionary and does not create any rights to receive future restricted stock unit grants. The Company may amend, modify or terminate the Plan at any time, subject to limitations set forth in the Plan.
IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
FORD MOTOR COMPANY
Grantee ID: __________________________