Published on November 19, 2007
Exhibit
10(d)
DEFERRED
COMPENSATION
For
Non-employee Directors
(as
Amended and Restated Effective January 1, 2005)
|
1.
|
Eligibility
|
Each
director who is not an employee of Emerson Electric Co. (“Emerson”
or the “Company”) or a corporation in which Emerson owns 50% or more of the
outstanding stock, shall have the right to elect to defer the payment of all
or
any part of the cash compensation to which such director would otherwise be
entitled as retainers or fees, whether for service on the Board of Directors
of
Emerson or on a committee thereof (“Fees”), with such deferred compensation
payable at the time and in the manner hereinafter stated.
|
2.
|
Election
|
Each
director who elects to defer Fees hereunder may, at the time of such
election, also elect to have some or all of such deferred Fees converted into
units equivalent to shares of Emerson common stock ("Units") in which case
Emerson shall establish an account for such director and shall credit to the
account a number of Units equal to the number of full and fractional shares
of
Emerson common stock ("Shares") which could be purchased with such deferred
Fees
on the date such Fees would have been paid had there been no deferral. In
addition, any director who elected to defer Fees hereunder prior to
implementation of the amended and restated Plan approved on June 6, 1989, may
elect to have such deferred Fees not previously paid also converted into full
and fractional Units. The price per Share for converting into Units shall be
the
mean between the high and the low of the price per Share on the New York Stock
Exchange on such dates for such Shares, or if no Shares have been traded on
such
date, then the next succeeding date on which such Shares have been traded
("Market Price"). A director who elects to have deferred Fees converted into
Units shall have his account credited with additional Units equal in value
to
dividends which he would have received if he had been the owner of a number
of
Shares equal to the number of Units in his account. The price per share for
converting dividends into such additional Units shall be the Market Price as
of
the payment dates for such dividends. No director shall be deemed to be the
owner of any Shares pursuant to this Plan.
Each
director shall have until the date specified by the Company, which
shall be no later than the last day of the director’s taxable year, to execute
and deliver to the Executive Compensation Executive of the Company (the
“Executive Compensation Executive”) a “Notice of Election” by which the director
elects to defer a percentage, up to 100%, of Fees to be earned in subsequent
taxable years and which, but for such election, would be paid to the director.
Such Notice of Election must specify (i) the percentage or amount of Fees
to be deferred, (ii) the manner of distribution, (iii) the beneficiary
designations of the participating director, and (iv) the extent to which the
deferred Fees are to be credited with interest as provided in Section 4 or
converted into Units as specified above.
Notwithstanding
any provision contained herein to the contrary, each
director who first becomes eligible to participate in the Plan during a plan
year may file a Notice of Election within thirty (30) days after the date he
or
she first becomes eligible to
(stock
version)
participate
in the Plan, but only with respect to the Fees relating to
services to be performed subsequent to such election.
Once
a director files his initial Notice of Election, the manner of
distribution shall be irrevocable, even with respect to future deferrals. With
respect to the percentage or amount of Fees to be deferred, the director’s
Notice of Election shall remain in effect until changed or revoked by the filing
of a new Notice of Election with the Executive Compensation Executive; however,
as of December 31, such election becomes irrevocable with respect to Fees
payable in connection with services performed in the immediately following
year.
An election relating to the conversion of deferred Fees into Units may be
changed prospectively but no more frequently than once per calendar year by
providing written notice to the Executive Compensation Executive.
Notwithstanding
any provision contained herein to the contrary, a
director shall have until the date specified by the Company, which shall be
no
later than December 31, 2007, to change the manner of payment previously
elected; however, the director shall be prohibited from changing the payment
elections with respect to payments that he would otherwise receive in
2007.
|
3.
|
Payment
of Deferred Fees
|
Except
as otherwise provided herein, payment of deferred Fees, together
with any interest or dividend accruals thereon, (“Account Balance”) shall be
paid to the director in a cash lump sum (with Fees which have been converted
into Units, converted into cash equal to the Market Price on the payment date
multiplied by the number of Units then being paid) on the date 30 days after
his
resignation or removal from office (whichever event occurs first), unless the
director designated optional installment payments in the Notice of Election.
The
substantially equal annual installment payments will commence on the date 30
days after his resignation or removal from office over a period not to exceed
ten (10) years, provided however, that in the event such installment method
of
distribution will result in any regular installment being less than $400, the
director’s entire Account Balance shall be distributed in a single lump sum on
such date regardless of the manner of distribution designated on his Notice
of
Election. In the event a director shall elect to receive his Account Balance
in
installments, interest shall continue to be credited on the undistributed sums
as provided in Section 4 and/or dividend accruals shall continue to be
credited on the undistributed Units in his account as provided in Section 2.
Notwithstanding
any provision herein to the contrary, in the event the
director’s Account Balance includes Fees which have been converted into Units,
payment of such converted amounts which otherwise would have been payable prior
to the date six months after the director’s resignation or removal from office
shall be delayed until the date six months after the later of: (i) the
director’s resignation or removal from office or (ii) the conversion of such
Fees into Units.
In
the event that a director demonstrates to the satisfaction of the
Corporate Governance and Nominating Committee of the Company’s Board of
Directors (the “Committee”) that he has suffered an unforeseeable emergency, the
Committee may, if it deems advisable in its sole and absolute discretion,
distribute any portion of the director’s Account Balance, but in no event more
than the amount necessary to satisfy such emergency plus amounts necessary
to
pay taxes reasonably anticipated as a result
2
(stock
version)
of
the distribution, after taking into consideration the extent to which
such hardship is or may be relieved through reimbursement or compensation by
insurance or otherwise, by liquidation of the director’s assets (to the extent
the liquidation of such assets would not itself cause severe financial hardship)
or by cessation of deferrals under this Plan. However, in no event may Fees
which have been converted into Units be payable on account of hardship. Any
amount which becomes payable on account of a financial hardship shall be
distributed on the date the Committee approves the hardship distribution and
the
director’s Account Balance shall be reduced by the amount so distributed and/or
utilized. For purposes of Section 3, an unforeseeable emergency shall mean
a
severe financial hardship to the director resulting from an illness or accident
of the director, the director’s spouse, the director’s beneficiary, or a
dependent (as defined by Code Section 152 but without regard to Section
152(b)(1), (b)(2) and (d)(1)(B)) of the director, loss of the director’s
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
director.
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 taxable year of the director or, if later, by the
15th day of the third calendar month following the specified date,
provided the director is not permitted, directly or indirectly, to designate
the
taxable year of the 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 director is not permitted, directly
or indirectly, to designate the taxable year of the payment.
|
4.
|
Interest
Rate
|
Deferred
Fees which a director has not elected to be converted into Units
shall be credited with interest compounded quarterly at the prime rate with
any
change in interest rate taking effect simultaneously with the change in the
prime rate, or such other rate as may be established from time to time by the
Committee. Such interest shall accrue from the dates that Fees would otherwise
be payable had such Fees not been deferred. For all purposes of this Plan,
the
term “prime rate” shall mean the prime rate publicly announced by Bank of
America, N.A. for 90-day commercial loans.
|
5.
|
Designation
of
Beneficiary
|
Each
director may designate one or more beneficiaries to receive all sums
due to such director hereunder upon his death. Such beneficiary designation
may
be revoked or amended by such director, from time to time, by appropriate notice
in writing delivered to the Executive Compensation Executive. In the absence
of
any beneficiary designation or in the event that the designated beneficiaries
shall not be living at the time of death of the director, the account value
on
the date of death of the director shall be payable and delivered to the estate
of such deceased director.
|
6.
|
Death
or Incapacity of
Director
|
Upon
the death of a serving director, the entire Account Balance,
including all Fees deferred under the Plan, and all unpaid installments of
Fees
then being paid and interest and earnings thereon, shall be distributed in
one
lump sum cash amount to his designated beneficiary or estate. In addition,
with
respect to a director
3
(stock
version)
who
has elected to have his deferred Fees converted into Units, a cash
lump sum equal to the Market Price on the date of death multiplied by the number
of Units credited to his account on such date shall be paid to his designated
beneficiary or estate. Upon the death of a director who had previously retired
and had elected an installment method of distribution, all sums remaining
undistributed shall be paid in one lump sum cash amount to his designated
beneficiary or estate. Payments required to be made under this
Section shall be made on the date 30 days after the director’s
death.
In
the event that any person to whom deferred Fees are distributable
under the terms of this Plan shall be unable to properly manage his own affairs
by reason of incapacity, all amounts payable hereunder may be paid to a duly
appointed personal representative, conservator or guardian or to any person,
firm or a corporation furnishing or providing support and maintenance to such
distributee. The Company and its officers and employees shall be fully and
completely exonerated from all liability to any distributee upon making payment
in accordance with the terms of this paragraph.
|
7.
|
Change
of Control
|
Notwithstanding
anything else contained in the Plan, in the event of a
Change of Control (as hereinafter defined), the entire account balance of each
director, including all Fees deferred under the Plan, and all unpaid
installments of Fees then being paid, and interest and earnings thereon, shall
immediately be paid to the director in a single cash lump sum on the date of
the
Change of Control. For the purpose of this section, a “Change of Control” shall
mean 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 and the regulations promulgated thereunder.
|
8.
|
Amendment
and
Termination
|
The
Board may at any time amend or terminate this Deferred Compensation
Plan; however, no action of the Board may permit anyone other than a director
eligible under Section 1 to participate in the Plan. In the event the Plan
is terminated, a director’s Account Balance 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.
|
9.
|
Miscellaneous
|
The
Committee shall have full power and authority to administer, construe
and interpret this Plan. The Committee may, from time to time, name a Company
employee to administer, construe or interpret the terms of the Plan. The
decisions of the Committee concerning the administration, construction and
interpretation of this Plan shall be final, conclusive and binding upon all
parties involved, including the successors and assigns of Emerson.
No
right or payment under this Plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance or charge, and any attempt
to
anticipate, alienate, sell, assign, pledge, encumber or charge the same shall
be
null and void. No right or payment hereunder shall be liable for or subject
to
the debts, contracts, liabilities or torts of the person entitled to such
benefit. If any participant or beneficiary hereunder should become bankrupt
or
attempt to anticipate, alienate, sell, assign,
4
(stock
version)
pledge,
encumber or charge any right or payment hereunder, then such
right or payment shall, in the discretion of the Committee terminate. In such
a
case, the Company may hold or apply the same or any part thereof for the benefit
of the participant or beneficiary, his spouse, children or other dependents,
or
any of them, in such manner and in such proportion as the Committee shall
determine, and their decision shall be final, conclusive and binding upon all
persons involved.
In
the event of changes in the outstanding Shares of the Company by
reason of stock dividends, spin-offs, recapitalization, mergers, consolidations,
split-ups, combinations or exchange of shares and the like, the account of
a
director who has elected to convert his deferred Fees into Units shall be
appropriately adjusted to reflect such action if such action consists of
distribution of Company stock. For purposes of the foregoing, an appropriate
adjustment shall mean, in the case of a stock dividend, stock split, or reverse
stock split, an equitable adjustment so as to maintain the same proportionate
number of Units as were allocated to the account prior to such action. If such
action consists of any other distribution, the value of such distribution shall
be converted to Units on the date of such distribution.
This
Plan is unfunded. Detailed records of amounts deferred hereunder,
including interest credits and payouts, shall be maintained by the Executive
Compensation Executive, and made available on reasonable notice for any
director's inspection with respect to such director's own deferrals.
As
approved by Emerson’s Board of Directors on this 7th day of August,
2007.
5
DIRECTORS
DEFERRED COMPENSATION
PLAN
INITIAL
NOTICE OF
ELECTION
|
1.
|
Name
of Director:
__________________________________________________
|
|
2.
|
Percentage
of Fees to be Deferred:
________%
|
|
3.
|
Deferral
Options:
|
Cash
______%
|
Phantom
Stock
______%
|
|
4.
|
Manner
of Distribution
(irrevocable):
|
|
|
o
|
lump
sum
|
|
|
o
|
annual
installments over ____ years (not
to exceed 10 years)
|
|
5.
|
Beneficiary
Designation: Name and
Address
|
______________________________________________________________________________________________________________________________________
|
6.
|
Alternative
Beneficiary Designation:
Name and Address
|
______________________________________________________________________________________________________________________________________
The
undersigned acknowledges this election as
to the manner of distribution is irrevocable, even with respect to Fees that
may
be earned and deferred in future years; and that the election as to the
percentage of Fees to be deferred shall remain in effect until the first day
of
the calendar year following the date a Notice of Election Change is filed with
the Executive Compensation Executive of Emerson. Furthermore, the undersigned
acknowledges that the deferral option in paragraph 3 may not be modified more
often than annually.
|
By:
_____________________________________
|
Date:
_________________________
|
|
Return
completed form
to:
|
Cynthia
Heath, Station
2988
|
|
|
Emerson
Electric
Co.
|
|
|
8000
W. Florissant
Avenue
|
|
|
St.
Louis, MO
63136
|
DIRECTOR
FORM 1
DIRECTORS
DEFERRED COMPENSATION
PLAN
NOTICE
OF ELECTION
CHANGE
|
1.
|
Name
of Director:
__________________________________________________
|
|
2.
|
Percentage
of Fees to be Deferred:
________%
|
|
3.
|
Deferral
Options:
|
Cash
______%
|
Phantom
Stock
______%
|
|
4.
|
Beneficiary
Designation: Name and
Address
|
______________________________________________________________________________________________________________________________________
|
5.
|
Alternative
Beneficiary Designation:
Name and Address
|
______________________________________________________________________________________________________________________________________
|
6.
|
Change
in Deferral Options (if any; no
more often than annually):
|
|
|
o
|
I
elect to transfer ____% of my Phantom
Stock account to the Cash option.
|
|
|
o
|
I
elect to transfer ____% of my Cash
account to the Phantom Stock
option.
|
The
undersigned acknowledges an election
change as to the percentage of fees to be deferred shall not take effect until
the first day of the next calendar year and shall remain in effect until the
first day of the calendar year immediately following the date a new Notice
of
Election Change is filed with the Executive Compensation Executive of Emerson.
Furthermore, the undersigned acknowledges that the deferral options in
paragraphs 3 and 6 may not be modified more often than
annually.
|
By:
_____________________________________
|
Date:
_________________________
|
|
Return
completed form
to:
|
Cynthia
Heath, Station
2988
|
|
|
Emerson
Electric
Co.
|
|
|
8000
W. Florissant
Avenue
|
|
|
St.
Louis, MO
63136
|
DIRECTOR
FORM 2
DIRECTORS
DEFERRED COMPENSATION
PLAN
PAYMENT
ELECTION FORM
|
1.
|
Name:
____________________________________________
|
|
2.
|
Manner
of
Distribution:
|
I
hereby elect that all amounts, which have
been deferred and may become deferred under the Deferred Compensation Plan
for
Non-Employee Directors shall be distributed in the following
manner:
|
|
o
|
lump
sum
|
|
|
o
|
annual
installments over ____ years (not
to exceed 10 years)
|
The
undersigned acknowledges that this
election is irrevocable and replaces any and all prior elections as to the
manner of distribution for all Fees (and earnings), which were deferred or
may
be deferred under the Deferred Compensation Plan for Non-Employee
Directors.
|
By:
_____________________________________
|
Date:
_________________________
|
|
Return
completed form
to:
|
Cynthia
Heath, Station
2988
|
|
|
Emerson
Electric
Co.
|
|
|
8000
W. Florissant
Avenue
|
|
|
St.
Louis, MO
63136
|