Unassociated Document
Exhibit
10(f)
EMERSON
ELECTRIC CO.
PENSION
RESTORATION PLAN
As
Amended and Restated Effective January 1, 2005
(2005
Document)
WHEREAS,
Emerson Electric Co. (“Company”) previously adopted the
Supplemental Executive Retirement Plan (“Plan”) to provide for the payment of a
competitive retirement income and thereby attract and retain selected
executives; and
WHEREAS,
the Company desires to amend and restate the Plan effective as
of January 1, 2005, to the extent necessary to incorporate the requirements
of
Section 409A of the Internal Revenue Code of 1986, as amended, and to change
the
name of the Plan to the Emerson Electric Co. Pension Restoration Plan;
and
WHEREAS,
the Company intends that deferrals and credits earned and vested
as of December 31, 2004 shall be “grandfathered” and governed by the Pre-2005
Plan document as in effect as of December 31, 2004;
NOW,
THEREFORE, with respect to amounts earned or vested under the Plan
on or after January 1, 2005, the Plan is amended and restated, effective January
1, 2005, to read as follows:
SECTION
I
DEFINITIONS
A. “Beneficiary”
means
the Beneficiary designated by
the Participant to receive a death benefit under the Plan.
B. “Change
of Control” means a change in the
ownership or effective control of a corporation or a change in the ownership
of
a substantial portion of the assets of a
corporation
under Code Section 409A to the fullest extent allowed by such
Section and the regulations promulgated thereunder.
C. “Code”
means
the Internal Revenue Code of 1986, as
amended.
D. “Committee”
means
the Compensation Committee of
the Board of Directors of the Company.
E. “Company”
means
Emerson Electric Co., a Missouri
corporation.
F. “Employee”
means
an Employee of an
Employer.
G. “Employer”
means
the Company and any of its
subsidiaries or affiliates which has, with the consent of the Board of Directors
of the Company, adopted the Plan.
H. “Employment”
means
employment with an
Employer.
I. “Normal
Retirement Benefit” means the normal
retirement benefit to which a Participant is entitled under Section 5-1 of
the
Retirement Plan, computed without regard to the limitations of Section 18.6
of
the Retirement Plan and without regard to the limitation on the amount of
compensation which may be taken into account under Section 401(a)(17) of the
Code and by adding to compensation for each calendar year the amount which
the
Participant elected to defer under the Emerson Electric Co. Savings Investment
Restoration Plan for such year.
J. “Normal
Retirement Benefit Under the Retirement Plan” means the Normal Retirement Benefit to which a Participant
is entitled
under Section 5-1 of the Retirement Plan as limited by Section 18.6 of the
Retirement Plan and by the amount of compensation which may be taken into
account under Section 401(a)(17) of the Code.
K. “Participant”
means
an Employee eligible to
participate in the Plan pursuant to Section II.
2
L. “Plan”
means
this Emerson Electric Co. Pension
Restoration Plan.
M. “Retirement
Plan” means the Emerson Electric Co.
Retirement Plan.
N. “Specified
Employee” means a key employee (as
defined in Code Section 416(i) without regard to Code Section 416(i)(5))
determined in accordance with the meaning of such term under Code Section 409A
and the regulations promulgated thereunder.
O. “Surviving
Spouse” means the surviving spouse of a
deceased Participant to whom such Participant had been married for at least
one
full year as of the date of the Participant’s death.
P. “Survivor
Benefit” means a monthly benefit for the
life of the Surviving Spouse equal to 50% of the monthly benefit to which the
Participant would be entitled computed as if the Participant commenced receiving
benefits on the date of his death in the form of a straight life annuity of
equivalent actuarial value to the benefit accrued under Section III-A using
the
same actuarial assumptions as are used in computing equivalent actuarial values
under the Retirement Plan.
SECTION
II
ELIGIBILITY
Participation
in the Plan shall be limited to those Employees whom the
Committee selects by written notice to the Participant.
SECTION
III
BENEFITS
A
Participant who terminates Employment with a vested benefit under the
Retirement Plan shall receive a monthly benefit under the Plan which, when
expressed as a straight life annuity with sixty (60) monthly payments
guaranteed, is equal to the sum of his
3
Normal
Retirement Benefit reduced by the sum of his Normal Retirement
Benefit Under the Retirement Plan and his benefit under the Emerson Electric
Co.
Pension Restoration Plan (Pre-2005 Document), expressed as a straight life
annuity with sixty (60) monthly payments guaranteed.
SECTION
IV
TIME
AND FORM OF PAYMENTS
A. Except
as otherwise
provided herein, the benefit payable under Section III shall commence on the
first day of the month coincident with or next following the later of (a) the
date the Participant attains age 65 or (b) the date the Participant terminates
Employment. The benefit shall be payable for the life of the Participant with
sixty (60) monthly payments guaranteed. If the Participant dies prior to
receiving sixty (60) monthly payments, the unpaid installments shall be paid
to
his Beneficiary.
B. Notwithstanding
Section
IV-A, if the benefit becomes payable due to the Participant’s termination of
Employment and such Participant is a Specified Employee, payment of such benefit
shall be made or commence on the first day of the seventh month immediately
following the Participant’s termination of Employment if such date is later than
the date such deferred amounts would otherwise be paid or commence to be paid.
C. Notwithstanding
Section
IV-A, a Participant may make a written election before any annuity payment
has
been made to change the form of payment from the designated life annuity to
a
type of annuity set forth in Appendix A attached hereto, provided that the
annuities are actuarially equivalent applying reasonable actuarial methods
and
assumptions and retain the same scheduled date for the first annuity payment.
For purposes of this Section IV-C, a joint and survivor annuity will not fail
to
be treated as actuarially equivalent to a single life
4
annuity
due solely to the value of a subsidized survivor annuity benefit,
provided that the annual lifetime annuity benefit available to the participant
under the joint and survivor annuity is not greater than the annual lifetime
annuity benefit available to the service provider under the single life annuity,
and provided that the annual survivor annuity benefit is not greater than the
annual lifetime benefit available to the participant under the joint and
survivor annuity.
SECTION
V
PRE-RETIREMENT
DEATH BENEFIT
If
a Participant dies in Employment leaving a Surviving Spouse, such
Spouse shall receive the Survivor Benefit. Payment of the Survivor Benefit
shall
commence on the earliest date that the pre-retirement death benefit under the
Retirement Plan could commence.
SECTION
VI
CHANGE
OF CONTROL
Notwithstanding
anything else contained in the Plan, in the event of a
Change of Control, all accrual of benefits under this Plan shall cease and
each
Participant shall become fully vested in his accrued benefits as of the date
of
the Change of Control, even if he is not fully vested under the Retirement
Plan.
Whether a Change of Control has occurred shall be governed by Code Section
409A
and the regulations and any guidance promulgated thereunder. Each Participant
shall receive a lump sum payment of the actuarial equivalent of his accrued
benefits (using an interest rate of 6.5% and the UP84 mortality table) on the
date of the Change of Control.
SECTION
VII
FORFEITURE
OF BENEFITS
5
If
any Participant entitled to a benefit under the Plan is discharged for
cause, or enters into competition with the Company, or interferes with the
relations between the Company and any customer, or engages in any activity
that
would result in any decrease of, or loss in, sales by the Company, the rights
of
such Participant to a benefit under the Plan, including the rights of a
Surviving Spouse to a benefit, will be forfeited, unless the Committee
determines that such activity is not detrimental to the best interests of the
Company. However, if the individual ceases such activity and notifies the
Committee of this action, then the Participant’s right to receive a benefit, and
any right of a Surviving Spouse to a benefit, may be restored within 60 days
of
said notification, unless the Committee in its sole discretion determines that
the prior activity has caused serious injury to the Company, which determination
shall be final and conclusive.
SECTION
VIII
ADMINISTRATION
AND CLAIMS PROCEDURE
A. The
Committee shall
construe, interpret and administer all provisions of the Plan and a decision
of
a majority of the members of the Committee shall govern.
B. A
decision of the
Committee may be made by a written document signed by a majority of the members
of the Committee or by a meeting of the Committee. The Committee may authorize
any of its members to sign documents or papers on its behalf.
C. The
Committee may
appoint such agents, who need not be members of the Committee, as it may deem
necessary for the effective exercise of its duties, and may, to the extent
not
inconsistent herewith, delegate to such agents any powers and duties, both
ministerial and discretionary, as the Committee may deem expedient and
appropriate.
D. No
member of the
Committee shall make any decision or take any action covering exclusively his
own benefits under the Plan, but all such matters shall be decided by a
6
majority
of the remaining members of the Committee or, in the event of
inability to obtain a majority, by the Board of Directors of the
Company.
E. A
Participant who
believes that he is being denied a benefit to which he is entitled (hereinafter
referred to as “Claimant”) may file a written request for such benefit with the
Committee setting forth his claim. The request must be addressed to:
Compensation Committee, Emerson Electric Co., 8000 West Florissant, St. Louis,
Missouri 63136.
F. Upon
receipt of a claim
the Committee shall advise the Claimant that a reply will be forthcoming within
90 days and shall in fact deliver such reply in writing within such period.
The
Committee may, however, extend the reply period for an additional 90 days for
reasonable cause. If the claim is denied in whole or in part, the Committee
will
adopt a written opinion using language calculated to be understood by the
Claimant setting forth:
1. the
specific reason or reasons for denial,
2. the
specific references to pertinent Plan provisions on which the denial is
based,
3. a
description of any additional material or information necessary for the Claimant
to perfect the claim and an explanation why such material or such information
is
necessary,
4. appropriate
information as to the steps to be taken if the Claimant
wishes to submit the claim for review, and
5. the
time limits for requesting a review under Subsection G and for the review under
Subsection H.
G. Within
sixty days after
the receipt by the Claimant of the written opinion described above, the Claimant
may request in writing that the Chief Executive Officer of the
7
Company
review the determination of the Committee. Such request must be
addressed to: Chief Executive Officer, Emerson Electric Co., 8000 West
Florissant, St. Louis, Missouri 63136. The Claimant or his duly authorized
representative may, but need not, review the pertinent documents and submit
issues and comments in writing for consideration by the Chief Executive Officer.
If the Claimant does not request a review of the Committee’s determination by
the Chief Executive Officer within such sixty-day period, he shall be barred
and
estopped from challenging the Committee’s determination.
H. Within
sixty days after
the Chief Executive Officer’s receipt of a request for review, he will review
the Committee’s determination. After considering all materials presented by the
Claimant, the Chief Executive Officer will render a written opinion, written
in
a manner calculated to be understood by the Claimant, setting forth the specific
reasons for the decision and containing specific references to the pertinent
Plan provisions on which the decision is based. If special circumstances require
that the sixty-day time period be extended, the Chief Executive Officer will
so
notify the Claimant and will render the decision as soon as possible but not
later than 120 days after receipt of the request for review.
SECTION
IX
MISCELLANEOUS
A. Plan
Year. The Plan Year shall be the calendar
year.
B. Spendthrift.
No Participant or beneficiary shall
have the right to assign, transfer, encumber or otherwise subject to lien any
of
the benefits payable or to be payable under this Plan and any attempt to do
so
shall be null and void.
C. Incapacity.
If, in the opinion of the Committee,
a person to whom a benefit is payable is unable to care for his affairs because
of illness, accident or any other reason,
8
any
payment due the person, unless prior claim therefor shall have been
made by a duly qualified guardian or other duly appointed and qualified
representative of such person, may be paid to some member of the person’s
family, or to some party who, in the opinion of the Committee, has incurred
expense for such person. Any such payment shall be a payment for the account
of
such person and shall be a complete discharge of any liability.
D. Employee
Rights. The Employer, in adopting this
Plan, shall not be held to create or vest in any Employee or any other person
any benefits other than the benefits specifically provided herein, or to confer
upon any Employee the right to remain in the service of the
Employer.
E. Service
of Process and Plan Administrator.
1. The
Vice President-Law of the Company shall be the agent for service of legal
process.
2. The
Company shall constitute the Plan Administrator.
F. Unfunded
Plan. The Plan shall be unfunded. All
payments to a Participant under the Plan shall be made from the general assets
of the Employer. The rights of any Participant to payment shall be those of
an
unsecured general creditor of the Company.
G. Company
Rights. The Company reserves the right to
amend or terminate the Plan. Each Employer may terminate its participation
in
the Plan at any time. In the event the Plan is terminated, benefits shall become
payable only to the extent permissible under the regulations promulgated by
the
Secretary of Treasury pursuant to Code Section 409A and in the manner set forth
therein.
H. No
Guarantee of Tax Consequences. While the
Company has established and maintains the Plan, the Company makes no
representation, warranty, commitment or
9
guarantee
concerning the income or other tax consequences of
participation in the Plan under federal, state or local law.
I. Governing
Law. The Plan shall be governed and
construed according to the laws of the State of Missouri.
J. Payment
Date. In all cases in which amounts are
payable upon a fixed date, payment is deemed to be made upon the fixed date
if
the payment is made on such date or a later date within the same calendar year
or, if later, by the 15th day of the third calendar month following
the specified date (provided the Participant is not permitted, directly or
indirectly, to designate the taxable year of payment). In addition, a payment
is
treated as made upon the date specified under the Plan if the payment is made
no
earlier than 30 days before the designated payment date and the Participant
is
not permitted, directly or indirectly, to designate the taxable year of payment.
10
APPENDIX
A
OPTIONAL
FORMS OF LIFE ANNUITY
Life
Annuity and 120 Months Certain
Joint
and 50% Survivor Annuity
Joint
and 66 2/3% Survivor Annuity
Joint
and 75% Survivor Annuity
Joint
and 100% Survivor Annuity
|
Cynthia
G. Heath
Vice
President
Executive
Compensation
Emerson
Electric
Co.
8000
W. Florissant Ave.
St.
Louis, MO 63105
T
(314) 553 2157
F
(314) 553 3590
E
cynthia.heath@emrsn.com
|
Date
_____________________
_____________________
_____________________
Dear
___________:
The
Compensation Committee has approved your
participation in the Emerson Pension Restoration Plan (Restoration Plan). As
you
know, this non-qualified plan supplements the Emerson qualified Pension Plan
and
replaces those benefits you would have received from the qualified plan were
it
not for the restrictions imposed by law. In addition, the Restoration Plan
provides that no benefit will be paid prior to the participant’s age 65 normal
retirement date and that benefits will be forfeited if the participant engages
in activities detrimental to Emerson.
Attached
is a copy of the plan document along
with the projected Restoration Plan benefit prepared by Towers Perrin. These
projections were calculated based on a future salary increase assumption of
____%, a cost of living increase assumption of ___% and a future Social Security
wage based assumption of ___%.
Please
review the plan document and sign and
return the Acceptance of Award form and return to me by
___________________________.
Please
do not hesitate to call if you have any
questions.
Enclosures
CGH/ph
pension
restoration plan letter a
Emerson
Electric Co.
Pension
Restoration Plan
Acceptance
of Award
On
__________, 20__, the Compensation
Committee of the Board of Directors of Emerson Electric Co. awarded
________________participation in the Emerson Pension Restoration Plan
(“Plan”).
Acknowledgment
The
undersigned, _________________, recipient
of the Award, hereby accepts said Award on the terms, conditions and provisions
contained in the Plan. The undersigned acknowledges receipt of a copy of the
Plan and understands that his/her rights in respect of his/her participation
may
be forfeited as provided in the Plan.
|
Dated
______________________,
20__
|
Acceptance
Form a
[For
Participants only in the Pension
Restoration Plan and not in the grandfathered Supplemental Executive Retirement
Plan]
EMERSON
ELECTRIC CO. – CORPORATE
DIVISION
PENSION
RESTORATION PLAN
BENEFIT
ELECTION FORM
Participant:
__________________________________
|
Soc.
Sec. No.:
____________________________
|
I
hereby elect that my benefits under the
Emerson Electric Co. Pension Restoration Plan, which accrued or became vested
on
or after January 1, 2005, shall be distributed as follows (select one):
o
|
Life
Annuity and 60 Months
Certain.
Estimated
$______
annually
($_____monthly)
payable
for your lifetime. If you die before receiving 60 monthly payments,
the
balance of the 60 monthly payments will be made to your
beneficiary.
|
o
|
Life
Annuity and 120 Months
Certain. Estimated
$______
annually
($_____monthly)
payable
for your lifetime. If you die before receiving 120 monthly payments,
the
balance of the 120 monthly payments will be made to your
beneficiary.
|
If
you select a joint and survivor annuity,
benefits will be paid during your lifetime, and thereafter during the lifetime
of your surviving contingent annuitant. You may elect to provide a survivor
benefit for your contingent annuitant equal to 50%, 66-2/3%, 75% or 100% of
your
monthly lifetime benefit. The exact amount of your lifetime benefit and the
survivor benefit payable to your contingent annuitant will depend on your age
and on the age of the contingent annuitant. If your contingent annuitant dies
during your lifetime, but after payments have commenced, there will be no
survivor’s benefit, and the amount of your benefit will not be increased. For
purposes of the estimates below, we have calculated your annual benefit using
the age of the contingent annuitant you elected under the Emerson Electric
Co.
Retirement Plan. Therefore, these estimates will differ if you select a
different contingent annuitant.
o
|
50%
Joint and Survivor
Annuity.
Estimated
$______
annually
($_____monthly)
payable
for your lifetime.
|
o
|
66-2/3%
Joint and Survivor
Annuity.
Estimated
$______
annually
($_____monthly)
payable
for your lifetime.
|
o
|
75%
Joint and Survivor
Annuity.
Estimated
$______
annually
($_____monthly)
payable
for your lifetime.
|
o
|
100%
Joint and Survivor
Annuity.
Estimated
$______
annually
($_____monthly)
payable
for your lifetime.
|
If
you fail to make a timely election as to
how you wish to receive your Non-Qualified benefits, your accrued benefits
will
be paid as a life annuity with 60 months certain.
II.
|
BENEFICIARY/CONTINGENT
ANNUITANT
|
I
hereby elect that after my death, payment of
any remaining guaranteed installments (if a life annuity is elected) or the
survivor annuity (if a joint and survivor annuity is elected) shall be made
to
the following individual:
Name:
_______________________________________
|
Relationship:
_____________________________
|
The
undersigned acknowledges that an election
as to the Form of Benefit Payment and any contingent annuitant becomes
irrevocable once benefits commence.
Signature:
____________________________________
|
Date:
____________________________________
|
(POST-2004
PARTICIPANTS)
[For
Participants in both the Pension
Restoration Plan and the grandfathered Supplemental Executive Retirement
Plan]
EMERSON
ELECTRIC CO. – CORPORATE
DIVISION
NON-QUALIFIED
BENEFIT ELECTION
FORM
Participant:
________________________________________
|
Soc.
Sec. No.:
____________________________
|
I.
|
PRE-2005
NON-QUALIFIED
BENEFITS
|
Your
Non-Qualified benefits, which were
accrued and vested as of December 31, 2004 under the Supplemental Executive
Retirement Plan, shall be paid under the same Form of Benefit Payment which
you
elect under the Emerson Electric Co. Retirement Plan (“Qualified Plan”). The
amount of such Non-Qualified benefit under each optional form of Benefit Payment
is shown as follows:
Life
Annuity and 60 Months
Certain. $______annually
($____ monthly)
commencing on your Projected Benefit
Commencement Date and payable for your lifetime. If you die before receiving
60
monthly payments, the balance of the 60 monthly payments will be made to your
beneficiary.
Life
Annuity and 120 Months
Certain. $______annually
($____ monthly)
commencing on your Projected Benefit
Commencement Date and payable for your lifetime. If you die before receiving
120
monthly payments, the balance of the 120 monthly payments will be made to your
beneficiary.
Contingent
Survivor Annuity. A monthly benefit commencing
on your Benefit
Commencement Date. Benefits will be paid during your lifetime, and thereafter
during the lifetime of your surviving contingent annuitant. You may elect to
provide a survivor benefit for your contingent annuitant equal to 50%, 66-2/3%,
75% or 100% of your monthly lifetime benefit. The exact amount of your lifetime
benefit and the survivor benefit payable to your contingent annuitant depends
on
your age and on the age of the contingent annuitant that you name. If your
contingent annuitant dies during your lifetime, but after your Benefit
Commencement Date, there will be no survivor’s benefit, and the amount of your
benefit will not be increased. Your estimated benefit
commencing on your Benefit Commencement Date is as
follows:
Based
on Contingent
Annuitant
|
Date
of Birth
|
50%
J&S
|
$______annually
($____
monthly)
|
66-2/3%
J&S
|
$______annually
($____
monthly)
|
75%
J&S
|
$______annually
($____
monthly)
|
100%
J&S
|
$______annually
($____
monthly)
|
II.
|
POST-2004
NON-QUALIFIED
BENEFITS
|
Your
Non-Qualified benefits, which accrued or
became vested on or after January 1, 2005 under the Pension Restoration Plan,
shall be paid under the Form of Benefit Payment you elect below
(select
one):
o
|
Life
Annuity and 60 Months
Certain.
$______
annually
($_____monthly)
payable
for your lifetime. If you die before receiving 60 monthly payments,
the
balance of the 60 monthly payments will be made to your
beneficiary.
|
o
|
Life
Annuity and 120 Months
Certain. $______
annually
($_____monthly)
payable
for your lifetime. If you die before receiving 120 monthly payments,
the
balance of the 120 monthly payments will be made to your
beneficiary.
|
If
you select a joint and survivor annuity,
benefits will be paid during your lifetime, and thereafter during the lifetime
of your surviving contingent annuitant. The exact amount of your lifetime
benefit and the survivor benefit payable to your contingent annuitant will
depend on your age and on the age of the contingent annuitant. If your
contingent annuitant dies during your lifetime, but after payments have
commenced, there will be no survivor’s benefit, and the amount of your benefit
will not be increased. For purposes of the estimates below, we have calculated
your annual benefit using the age of the contingent annuitant you elected under
the Qualified Plan. Therefore, these estimates will differ if you select a
different contingent annuitant.
o
|
50%
Joint and Survivor
Annuity.
$______
annually
($_____monthly)
payable
for your lifetime.
|
o
|
66
2/3% Joint and Survivor
Annuity.
$______
annually
($_____monthly)
payable
for your lifetime.
|
o
|
75%
Joint and Survivor
Annuity.
$______
annually
($_____monthly)
payable
for your lifetime.
|
o
|
100%
Joint and Survivor
Annuity.
$______
annually
($_____monthly)
payable
for your lifetime.
|
If
you fail to make a timely election as to
how you wish to receive your post-2004 vested Non-Qualified benefits, such
accrued benefits will be paid as a life annuity with 60 months
certain.
III.
|
BENEFICIARY/CONTINGENT
ANNUITANT FOR
POST-2004 NON-QUALIFIED
BENEFITS
|
After
my death, payment of any remaining
guaranteed monthly installments (in the case of a life annuity) or the survivor
annuity (in the case of a joint and survivor annuity) relating to my post-2004
benefits shall be made to the following individual:
Name:
____________________________________________
|
Relationship:
_____________________________
|
The
undersigned acknowledges that an election
as to the Form of Benefit Payment and any contingent annuitant becomes
irrevocable once benefits commence.
Signature:
_________________________________________
|
Date:
____________________________________
|
(PRE-2005
PARTICIPANTS)