UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: December 8, 2004
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(Date of earliest event reported)
FORD MOTOR COMPANY
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-3950 38-0549190
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(Commission File Number) (IRS Employer Identification No.)
One American Road, Dearborn, Michigan 48126
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 140.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
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Allan D. Gilmour, Vice Chairman of the Company, plans to retire effective
February 1, 2005. In approving Mr. Gilmour's retirement, on December 8, 2004,
the Compensation Committee of the Board of Directors of the Company determined
that restrictions on Mr. Gilmour's outstanding restricted stock will lapse on
the effective date of his retirement. Mr. Gilmour will assist in the transfer of
operations and responsibilities to Donat R. Leclair, Group Vice President and
Chief Financial Officer of the Company, and others named by the Company, by
January 28, 2005. In addition, Mr. Gilmour will assist in litigation on the
Company's behalf. These arrangements will be confirmed in an agreement between
the Company and Mr. Gilmour. Under the terms of a separation waiver agreement,
Mr. Gilmour will agree not to enter into any arrangement that would be
competitive with the Company or any subsidiaries and to maintain confidentiality
on all Company matters, and refrain from engaging in inimical conduct toward the
Company.
Mr. Gilmour also will remain a member of the Ford Motor Credit Company Advisory
Board. As a non-employee member of such board, Mr. Gilmour will receive the
customary fees paid to non-employee members. Currently, the fees are: Annual
Fee: $10,000, Attendance Fee: $1,000.
See Item 5.02 below for a discussion of the Company's arrangement under its
Select Retirement Plan for, and entry into a Consulting Agreement with, Nicholas
V. Scheele.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
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Nicholas V. Scheele, President of the Company, plans to retire effective
February 1, 2005. He also will resign from the Board of Directors of the
Company, effective February 1, 2005.
On December 8, 2004, the Compensation Committee of the Board of Directors of the
Company approved the terms of Mr. Scheele's retirement arrangement under the
terms of the Select Retirement Plan, which requires that he sign a separation
waiver agreement. This arrangement will be confirmed in an agreement between the
Company and Mr. Scheele. He will be entitled to retirement benefits under that
plan at the same pension level as designated for a Company President. He also
will be eligible for the same post-retirement benefits, such as health care and
life insurance on the same terms and conditions as other Company salaried
employees retiring at the same time. He also will be eligible for two executive
vehicles under the Executive Evaluation Vehicle Program, consistent with
standard benefits under that program. In connection with his retirement
arrangement, he agreed not to enter into any arrangement that would be
competitive with the Company or any subsidiaries and to maintain confidentiality
on all Company matters, refrain from engaging in inimical conduct toward the
Company and assist in litigation on the Company's behalf. He also agreed to
assist in the transfer of operations and responsibilities to Jim Padilla by
January 28, 2005 and to resign from the Board of Directors and any charitable
boards on which he participates on the Company's behalf. In addition, all
restrictions on outstanding restricted stock and restricted stock equivalents
previously awarded
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to Mr. Scheele will lapse on February 1, 2005. The Company will provide tax
preparation assistance to Mr. Scheele for the 2004 tax year.
In order to provide for a smooth transition for Mr. Scheele's successor, the
Compensation Committee approved the terms of a consulting agreement to be
entered into between the Company and Mr. Scheele. Under the agreement, Mr.
Scheele agreed to be available to serve as a consultant on special assignment to
the Chairman and Chief Executive Officer commencing on February 1, 2005 and
ending on January 31, 2006, to provide consultation to the Company, unless the
agreement is terminated earlier by either party upon 60 days written notice.
Examples of the consulting services to be provided under the agreement include,
but are not limited to, advising on the Company's European and Premier
Automotive Group operations and targeted coaching of other executives for
retention purposes. His consulting fee will be $150,000 for each calendar
quarter, payable quarterly in advance, beginning in February 2005, provided that
the fee will be prorated for any pay period that is less than three full months.
During the term of the agreement, he will be reimbursed for customary and
reasonable business-related expenses and travel that he is authorized to take,
consistent with Company policies and procedures.
During the term of the agreement, Mr. Scheele will be provided with an office
and computer support when in Dearborn and will be provided travel support
services by the Company in making aircraft travel arrangements in connection
with services to be provided under the agreement. He will not be entitled to use
the Company aircraft. He also will be provided a laptop computer, software, one
docking station with monitor, printer, fax machine and wireless support, email,
internet connection, Blackberry PDA and RNA service for use during the term of
the agreement.
James J. Padilla, 58, has been elected President and Chief Operating Officer of
the Company, and a member of the Board of Directors and a member of the Office
of the Chairman and Chief Executive effective February 1, 2005. Mr. Padilla has
been Chief Operating Officer of the Company since May 1, 2004. Prior to his
present assignment, Mr. Padilla was Executive Vice President, President of the
Americas since December 15, 2003. From September 10, 2003 until December 15,
2003, Mr. Padilla was Executive Vice President, President North and South
America. From November 30, 2002 until September 10, 2003, Mr. Padilla was
Executive Vice President, President of North America. From October 30, 2001
until November 30, 2002, Mr. Padilla was Group Vice President, North America.
From August 1, 2001 until October 30, 2001, Mr. Padilla was Group Vice
President, Global Manufacturing and Quality. From January 1999 until August 1,
2001, Mr. Padilla was Group Vice President, Global Manufacturing.
On June 1, 2002, Mr. Padilla, along with most of the Company's executive
officers, entered into a non-compete agreement with the Company whereby he
agreed not to directly or indirectly work or associate with any business that
competes with Ford for two years after his voluntary termination. In return, Mr.
Padilla received restricted shares of common stock in an amount approximately
equal to his then current yearly salary. Restrictions on the restricted shares
lapse on the third anniversary of the grant date.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FORD MOTOR COMPANY
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(Registrant)
Date: December 13, 2004 By: /s/Peter J. Sherry, Jr.
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Peter J. Sherry, Jr.
Secretary