Benefit Equalization Plan

Exhibit 10-C



FORD MOTOR COMPANY

BENEFIT EQUALIZATION PLAN

(Amended and Restated Effective as of December 31, 2008)



Section 1. Purpose.



The purpose of this Plan is to preserve certain benefits of employees under the Company's tax qualified General Retirement Plan, Ford Retirement Plan and Savings and Stock Investment Plan for Salaried Employees by providing appropriate Equalization Benefits under this Plan in place of benefits which cannot be provided under such tax qualified plans because of limitations imposed by Section 415 and Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, as well as base salary amounts deferred to the Ford Motor Company Deferred Compensation Plan.



Section 2. Definitions.



As used in this Plan, the following terms shall have the following meanings, respectively:



2.01 "BEP Salary Reductions" shall mean that portion of salary at the basic salary rate which would have been credited to an Eligible Employee's account before January 1, 1985 pursuant to a salary reduction agreement under the SSIP but which, by reason of Code Section 415, exceeds salary reduction contributions that can be made by the Company on an Eligible Employee's behalf under the Tax-Efficient Savings Program of the SSIP.



2.02 "Code" shall mean the Internal Revenue Code of 1986, as amended.



2.03 "Committee" shall mean the Compensation Committee of the Board of Directors of Ford Motor Company.



2.04 "Company" shall mean Ford Motor Company and such of the subsidiaries of Ford Motor Company as, with the consent of Ford Motor Company, shall have adopted this Plan.



2.05 "DCP" shall mean the Ford Motor Company Deferred Compensation Plan.



2.06 "Designated Third Party Administrator" shall be Fidelity Institutional Retirement Services Company or a successor vendor who the Company shall employ to act as record keeper to maintain Eligible Employee subaccounts and process notional investment elections.



2.07 "Eligible Employee" shall mean a salaried employee of the Company whose benefits under the GRP, FRP and/or SSIP are limited as a result of the application of the limitations imposed by Code Sections 415 and/or 401(a)(17) or due to base salary deferrals under the DCP.



2.08 "Eligible Surviving Spouse" shall mean an Eligible Employee's spouse, as defined by the Federal Defense of Marriage Act of 1996, to whom the Eligible Employee has been married for at least one year prior to the Eligible Employee's date of death.



2.09 "Equalization Benefits" shall mean FRP Equalization Benefits, Periodic GRP Equalization Benefits and/or SSIP Equalization Benefits.



2.10 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.



2.11 "ESAP" shall mean the Ford Motor Company Executive Separation Allowance Plan, as amended from time to time.



2.12 "FERCO SRP" shall mean the Ford Electronics and Refrigeration Corporation Salaried Retirement Plan.








2.13 "FRP" shall mean the Ford Retirement Plan, as amended from time to time.



2.14 "FRP Equalization Benefit" shall mean the benefit provided pursuant to Section 3.03.



2.15 "GRP" shall mean the Ford Motor Company General Retirement Plan, as amended from time to time.



2.16 "Limitations" shall mean the limitations on benefits and/or contributions imposed on qualified plans by Code Sections 415 and 401(a)(17).



2.17 "Periodic GRP Equalization Benefit" shall mean the benefit provided pursuant to Section 3.01.



2.18 "Plan" shall mean this Ford Motor Company Benefit Equalization Plan, as amended from time to time.



2.19 "Plan Administrator" shall mean such person or persons to whom the Committee shall delegate authority to administer the Plan.



2.20 "SSIP" shall mean the Ford Motor Company Savings and Stock Investment Plan for Salaried Eligible Employees, as amended from time to time.



2.21 "SSIP Equalization Benefit" shall mean the benefit provided pursuant to Section 3.02.



2.22 "Separation From Service" shall occur upon an Eligible Employee's death, retirement or other termination from employment with the Company.



2.23 "Specified Employee" shall mean an Eligible Employee who is a "Key Employee" as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations thereunder and disregarding Subsection 416(i)(5). A Specified Employee shall be identified as of December 31st of each calendar year and such identification shall apply to any Specified Employee who shall incur a Separation From Service in the 12-month period commencing April 1st of the immediately succeeding calendar year. An Eligible Employee who is determined to be a Specified Employee shall remain a Specified Employee throughout such 12-month period regardless of whether the Eligible Employee meets the definition of "Specified Employee" on the date the Eligible Employee incurs a Separation From Service. This provision is effective for Specified Employees who incur a Separation From Service on or after January 1, 2005. For purposes of determining Specified Employees, the definition of compensation under Treasury Regulation Section 1.415(c)-2(d)(3) shall be used, applied without the use of any of the special timing rules provided in Treasury Regulation Section 1.415(c)-2(e) or the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(i), but applied with the use of the special rule in Treasury Regulation Section 1.415(c)-2(g)(5)(ii).



2.24 "Subsidiary" shall mean, as applied with respect to any person or legal entity specified, (i) a person or legal entity with a majority of the voting stock of which is owned or controlled, directly or indirectly, by the person or legal entity specified or (ii) any other type of business organization in which the person or legal entity specified owns or controls, directly or indirectly, a majority interest.



2.25 "Totally and Permanently Disabled" shall mean an Eligible Employee who:



(a) is not engaged in regular employment or occupation for remuneration or profit (including employment with the Company and/or its Subsidiaries, but excluding employment or occupation which the Plan Administrator determines to be for purposes of rehabilitation);


(b) is determined by the Plan Administrator, on the basis of medical evidence, to be totally disabled by bodily injury or disease so as to be prevented thereby from engaging in any regular occupation with the Company, where such disability has been continuous for at least 5 months, and where the Plan Administrator determines such disability will be permanent and continuous during the remainder of such Eligible Employee's life; and


(c) has earned at least 10 years of credited service under the GRP.














Section 3. Equalization of Benefits.



3.01 GRP Equalization Benefits.



(a) A Periodic GRP Equalization Benefit shall be provided to any Eligible Employee (i) whose GRP benefit is subject to the Limitations or delayed pursuant to provisions set forth in (b)(iii), and (ii) who, at the time of Separation From Service, has earned at least 5 years of credited service under the GRP (or, if age 65 or older, has earned at least 1 year of credited service under the GRP).


(b) The Periodic GRP Equalization Benefit:


(i) Shall be equal in amount to the difference between the GRP benefit the Eligible Employee would receive if the Eligible Employee commenced GRP benefits upon Separation From Service and the corresponding benefit that would be payable under the GRP without regard to the Limitations. For purposes of determining such amount, the Eligible Employee shall be treated as if he or she elected to receive his or her GRP benefit in the form of the qualified joint and survivor annuity benefit under the GRP if married, or the single life annuity form of benefit under the GRP if unmarried (including, a divorced or widowed Eligible Employee). The amount of any Periodic GRP Equalization Benefit payable to an Eligible Employee whose benefit under the ESAP is not offset or reduced by the amount of any GRP benefit payable to such Eligible Employee prior to age 65 shall be increased upon the Eligible Employee's attainment of age 65 to reflect an unreduced normal retirement benefit under the GRP. In determining the amount of the Periodic GRP Equalization Benefit, the Eligible Employee's salary shall be the Eligible Employee's salary (as that term is defined in the GRP) plus BEP Salary Reductions for periods before January 1, 1985 which are credited under this Plan pursuant to Section 3.02(a)(ii)(C) below, but the Eligible Employee shall not make contributions hereunder based on such BEP Salary Reductions.


(ii) Shall be paid monthly by the Company to an Eligible Employee who has had a Separation From Service and, for distributions commencing on and after January 1, 2005, shall be paid commencing on the first day of the month following the earliest of the following dates:


(A) the first date on or after Separation From Service on which such Eligible Employee attains age 55, if the Separation From Service occurs prior to the date on which the Eligible Employee earns 30 years of credited service under the GRP;

(B) the date of Separation From Service, if the Separation From Service occurs on or after the date on which the Eligible Employee earned 30 years of credited service under the GRP; or

(C) the date on which such Eligible Employee is determined to be Totally and Permanently Disabled.



(iii) Notwithstanding any other provision of the Plan to the contrary, if a Specified Employee incurs a Separation From Service, other than as a result of such Specified Employee's death, payment of any Periodic GRP Equalization Benefit, shall not commence (or be paid) earlier than the first day of the seventh month following Separation From Service. Any Periodic GRP Equalization Benefit payments to which a Specified Employee otherwise would have been entitled during the first six months following such Specified Employee's Separation From Service shall be accumulated and paid in a lump sum payment on or after the first day of the seventh month following such Separation From Service. The payment delayed under this Section shall not bear interest.


(c) Upon an Eligible Employee's death, the Eligible Employee's Eligible Surviving Spouse will receive a monthly benefit under the Plan in an amount equal to the difference between any GRP benefit the Eligible Surviving Spouse receives and the corresponding benefit that would be payable to the Eligible Surviving Spouse under the GRP without regard to the Limitations. Payment of any such Eligible Surviving Spouse benefit shall commence as soon as administratively practicable following the Eligible Employee's death, but in no event after the later of: (i) the December 31 st immediately following the Eligible Employee's death, or (ii) the 15 th day of the third month immediately following the Eligible Employee's death. Any such Eligible Surviving Spouse benefit shall cease upon the death of the Eligible Surviving Spouse.














(d) GRP Equalization Benefits commencing on or before December 31, 2004, shall be made in accordance with the terms and conditions of the Plan in effect at the time of such commencement. GRP Equalization Benefits commencing on and after January 1, 2005 shall be made as periodic payments pursuant to Section 3.01(b).


3.02 Savings and Stock Investment Plan Equalization Benefits.



(a) Pre-1985 Subaccount.


The provisions of this Subsection 3.02(a) shall apply in determining that part of an Eligible Employee's SSIP Equalization Benefit subaccount based on periods of service until December 31, 1984.



(i) For an Eligible Employee who made the election regarding payroll deductions provided in this Subsection, or who elected to have credited under this Plan BEP Salary Reductions, a SSIP Equalization Benefit shall be provided with respect to any class or classes of the SSIP before January 1, 1985 with respect to which Company or Eligible Employee contributions were subject to the Limitations.


(ii) If at any time during a plan year ending before January 1, 1985 it appeared that contributions by or on behalf of an Eligible Employee (including any related Company matching contributions) to the SSIP would be subject to the Limitations, such Eligible Employee may have elected to have the Company retain in its general funds and have credited for purposes of computing the Eligible Employee's subaccount of the SSIP Equalization Benefit under this Subsection 3.02(a):


(A) by payroll deduction authorization under this Plan that portion of the amount the Eligible Employee had elected to contribute as employee regular savings contributions to the SSIP for such pay period (by a payroll deduction authorization in effect for such pay period under the SSIP) wh ...