Published on November 19, 2007
Exhibit
10(c)
EMERSON
ELECTRIC CO.
CONTINUING
COMPENSATION PLAN
FOR
NON-MANAGEMENT DIRECTORS
(As
Amended and Restated Effective January 1, 2005)
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I.
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Purpose
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The
purpose of the Emerson Electric Co. Continuing Compensation Plan for
Non-Management Directors (the “Plan”) is to provide compensation for
non-employee directors of Emerson Electric Co. (the “Company”) following their
termination of service on the Company’s Board of Directors (the “Board”) under
the terms and conditions set forth hereinafter. The Board has determined that
the establishment of such a benefit will be useful in its efforts to retain
and
attract highly qualified individuals to serve on the Board.
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II.
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Eligibility
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Except
as otherwise provided in Section III.1, a director, in order to be
eligible for benefits under the Plan, must have at least five (5) years of
service as a non-employee director of the Company. Service as a non-employee
director shall mean service while such director is not an employee of the
Company. No person who becomes a non-employee director for the first time on
or
after June 4, 2002, shall be eligible for benefits under the Plan.
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III.
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Benefits
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1.
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The
level of annual benefits will be determined as a percentage of
$30,000, the annual cash retainer for directors in effect as of June
4,
2002 (the “Retainer Rate”), in accordance with the following
schedule:
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Years
of Service
as a Non-Employee Director |
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Percentage
of
Retainer Rate |
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5
years
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50%
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6
years
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60%
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7
years
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70%
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8
years
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80%
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9
years
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90%
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10
years or more
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100%
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Notwithstanding
the foregoing, in the event of a Change of Control (as
hereinafter defined), the applicable percentage of the Retainer Rate for any
person then serving as a
non-employee
director shall be 100% regardless of his or her number of
years of service with the Company as a non-employee director.
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For
purposes of this section, a “Change of Control” shall
mean:
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(i) The
purchase or other acquisition (other than from the
Company) by any person, entity or group of persons, within the meaning of
Section 13(d) or 14 (d) of the Securities Exchange Act of 1934, as amended
(the
“Exchange Act”) (excluding, for this purpose, the Company or its subsidiaries or
any employee benefit plan of the Company or its subsidiaries), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act)
of 20% or more of either the then-outstanding shares of common stock of the
Company or the combined voting power of the Company’s then-outstanding voting
securities entitled to vote generally in the election of directors;
or
(ii) Individuals
who, as of the date hereof, constitute the
Board of Directors of the Company (the “Board” and, as of the date hereof, the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
Board, provided that any person who becomes a director subsequent to the date
hereof whose election, or nomination for election by the Company’s shareholders,
was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board (other than an individual whose initial assumption of office
is in connection with an actual or threatened election contest relating to
the
election of directors of the Company, as such terms are used in Rule 14a-11
of
Regulation 14A promulgated under the Exchange Act) shall be, for purposes of
this section, considered as though such person were a member of the Incumbent
Board; or
(iii) The
consummation of any reorganization, merger or
consolidation, in each case with respect to which persons who were the
stockholders of the Company immediately prior to such reorganization, merger
or
consolidation do not, immediately thereafter, own more than 50% of,
respectively, the common stock and the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged or
consolidated corporation’s then-outstanding voting securities, or of a
liquidation or dissolution of the Company or of the sale of all or substantially
all of the assets of the Company.
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2.
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Benefits
will be paid in monthly installments for the life of the
director commencing with the fifteenth day of the month following
the
later of the date of his or her termination of service as a director
or
his or her attainment of age 72; provided, that (a) in the event
the
service of the director terminates for reason of age or disability
and the
director dies after benefits have commenced but prior to a date five
years
from his or her termination of service as a director, his or her
spouse,
if any, shall receive the Benefit in monthly installments for the
balance
of such five-year period, or (b) in the event the director dies before
payments commence, the Benefit shall be paid in monthly installments
for
five years to his
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or
her spouse, if any, commencing with the fifteenth day of the month
coincident with or next following the date of the director’s death.
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IV.
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Miscellaneous
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The
Corporate Governance and Nominating Committee of the Board shall have
plenary authority to interpret and to apply the terms of the Plan and to take
such additional action consistent with the purpose of the Plan as is, in its
sole judgment, just and equitable. The Board shall have the power to amend
or
terminate the Plan at any time; however, 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 Section 409A
of
the Internal Revenue Code of 1986, as amended (the “Code”), and in the manner
set forth therein.
Retirement
from the Board shall be governed by the Bylaws of the Company,
as in effect from time to time.
Each
director receiving benefits under the Plan, and in consideration
therefore, shall be expected to be available upon reasonable request to consult
with the Chairman and Chief Executive Officer and with the Board on a reasonable
basis and to an extent not inconsistent with the director’s retirement and/or
separation of service under Section 409A of the Code and the regulations
promulgated thereunder.
Eligibility
under the terms of the Plan shall in no way affect other
benefits from the Company to which a non-employee director may be
entitled.
The
benefits contemplated hereunder shall not be funded by trust or
otherwise, but shall be treated as a general expense of the Company. Except
as
otherwise required by law, the benefits provided hereunder may not be assigned
or alienated.
The
right of any person to benefits hereunder shall be no greater than
that of an unsecured, general creditor of the Company.
As
approved by Emerson’s Board of Directors on this 7th day of August,
2007.
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