Published on May 3, 2007
Exhibit
10.1
Summary
of Compensation Arrangements
With
Non-Management Directors
Directors
who are employees of the Company do not receive any compensation for service
as
Directors. Effective as of the Company’s Annual Meeting of Stockholders on
February 6, 2007 (the “2007 Annual Meeting”), each non-management Director is
paid an annual retainer of $150,000, which is paid partly in restricted stock
and partly in cash, as recommended each year by the Corporate Governance and
Nominating Committee and approved by the Board. Effective as of the 2007 Annual
Meeting, the restricted stock portion of the annual retainer is $100,000, with
the award of restricted stock made on the date of the Company's Annual Meeting
of Stockholders to those non-management Directors who are elected or re-elected
at, or who continue in office after, such Annual Meeting. The cash portion
of
the annual retainer is $50,000, paid on a monthly basis. The restricted stock
award does not vest and cannot be sold until the Director's retirement or
earlier death, disability or a change of control of the Company. Non-management
Directors receive dividends with respect to such restricted stock. If a
Director's tenure on the Board ends for any other reason, the restrictions
will
lapse unless it is determined that the participant has acted in a manner
detrimental to the Company or has failed to fulfill his or her responsibilities
in a satisfactory manner. If the restrictions on the shares do not lapse, such
shares will be forfeited to, and acquired at no cost by, the
Company.
Each
non-management Director is paid $1,500 plus expenses for attendance at each
Board meeting. Effective as of the 2007 Annual Meeting, each committee Chairman
is paid an annual retainer of $12,000, except the Chairman of the Audit
Committee who is paid an annual retainer of $15,000, and each committee member
is paid $1,500 plus expenses for attendance at each committee
meeting.
Directors
may elect to defer all or a part of cash compensation; such deferred amounts
are
credited with interest quarterly at the prime rate charged by Bank of America,
N.A. In the alternative, Directors may elect to have deferred fees converted
into units equivalent to shares of Emerson common stock and their accounts
credited with additional units representing dividend equivalents. All deferred
fees are payable only in cash.
The
Company has eliminated its Continuing Compensation Plan for Non-Management
Directors who assumed office on or after June 4, 2002. Non-management Directors
in office on that date who are not fully vested continue to vest in the plan.
A
non-management Director who assumed office prior to June 4, 2002, and who serves
as a Director for at least five years will, after the later of termination
of
service as a Director or age 72, receive for life a percentage of the annual
$30,000 cash retainer for non-management Directors in effect on June 4, 2002.
Such percentage is 50% for five years' service and increases by 10% for each
additional year of service to 100% for ten years' or more service. In the event
that service as a covered Director terminates because of death, the benefit
will
be paid to the surviving spouse for five years.
As
part
of the Company’s overall charitable contributions practice, the Company may, in
the sole and absolute discretion of the Board and its Committees, make a
charitable contribution in the name of a Director upon his or her retirement
from the Board (as determined by the Board and its Committees), taking into
account such Director’s tenure on the Board, his or her accomplishments and
service on the Board, and other relevant factors.