Published on November 19, 2007
Exhibit
10(h)
THE
EMERSON ELECTRIC CO.
SAVINGS
INVESTMENT RESTORATION PLAN
As
Amended and Restated Effective January 1, 2005
(2005
Document)
WHEREAS,
Emerson Electric Co. (“Company”) previously adopted the
Supplemental Executive Savings Investment Plan (“Plan”) effective as of
August 1, 1989, in order to 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. Savings Investment 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 deferred or which become 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. “Account”
means
the book entry account established
for each Participant under Section IV.
B. “Annual
Election” means the agreement entered into
between a Participant and the Company, on the form prescribed by the Company,
in
which the Participant elects the
amount
of Compensation to be deferred and such other matters as the
Company shall determine from time to time.
C. “Basic
ESIP Contribution” means the Participant’s
contribution to the ESIP with respect to which the Participant’s Employer makes
a matching contribution.
D. “Beneficiary”
means
the person designated to
receive a death benefit under the Plan.
E. “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.
F. “Code”
means
the Internal Revenue Code of 1986, as
amended.
G. “Committee”
means
the Compensation Committee of
the Board of Directors of the Company.
H. “Company”
means
Emerson Electric Co., a Missouri
Corporation.
I. “Compensation”
means,
for any calendar year, all
cash pay for such year received by an Employee from the Employer plus amounts
contributed through a salary reduction arrangement to a qualified Plan which
meets the requirements of Section 401(k) of the Code or to a cafeteria plan
which meets the requirements of Section 125 of the Code, excluding any
reimbursed item, any payment under any Emerson Electric Co. Performance Share
Bonus Plan or Incentive Shares Plan, any payment for a stock appreciation right,
any payment deferred for more than one year and any severance pay. Compensation
shall also include amounts deferred by the Employee under this
Plan.
J. “Employee”
means
any person employed by an
Employer.
2
K. “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.
L. “Employment”
means
employment with an
Employer.
M. “ESIP”
means
the Emerson Electric Co. Employee
Savings Investment Plan.
N. “Exchange
Act” means the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder.
O. “Participant”
means
an eligible Employee who has
timely filed a Participation Agreement and an Annual Election and for whom
the
Company maintains an Account pursuant to the provisions of the
Plan.
P. “Participation
Agreement” means the written
document by which an Eligible Employee agrees to be subject to the terms of
the
Plan, designates his Beneficiary(ies), and elects the form of payment in the
event benefits become payable due to his termination of Employment at
retirement.
Q. “Plan”
means
this Emerson Electric Co. Savings
Investment Restoration Plan.
R. “Reporting
Person” means an Employee who is
required to file reports with the Securities and Exchange Commission pursuant
to
Section 16(a) of the Exchange Act.
S. “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.
T. “Total
and Permanent Disability” shall have the
same meaning as set forth in the ESIP.
3
U. “Unforeseeable
Emergency” means a severe financial
hardship to a Participant resulting from an illness or accident of the
Participant, his spouse, his beneficiary, or a dependent (as defined in Code
Section 152(a)) of the Participant, loss of the Participant's property due
to
casualty, or other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the Participant.
V. “Years
of Service” means the most recent
consecutive full years of Employment (commencing with the first day of an
individual’s Employment and each anniversary thereof).
SECTION
II
ELIGIBILITY
AND PARTICIPATION
Eligibility
for participation in the Plan shall be limited each calendar
year to those Employees who have been selected by the Committee from time to
time. Such Employees may participate in the Plan by executing a Participation
Agreement and filing an Annual Election in accordance with Section III.
SECTION
III
DEFERRAL
OF COMPENSATION
A. Prior
to January 1,
2008, the following amounts of Compensation may be deferred under the
Plan:
(i) Any
Participant who
elects to make either the maximum pre-tax contribution to the ESIP for the
calendar year permitted by Section 402(g) of the Code, or the maximum
contribution to the ESIP for the ESIP plan year permitted by Sections 401(a)(17)
or 415 of the Code, may elect to defer up to the excess of five percent (5%)
of
his Compensation over his Basic ESIP Contribution for such calendar
year.
4
(ii) In
addition to deferrals
permitted under subparagraph (i) above, each Participant may elect to defer
up
to fifteen percent (15%) of his Compensation for a calendar year.
(iii) The
maximum amount which may be
deferred for any calendar year for any Participant is twenty percent (20%)
of
his Compensation, minus his contribution for such calendar year to the
ESIP.
B. On
or after
January 1, 2008, each Participant may elect to defer up to twenty percent (20%)
of his Compensation for a calendar year.
C. Each
year a Participant
may elect the amount of Compensation to be deferred by filing an irrevocable
Annual Election with the Committee no later than the December 31 prior to the
calendar year for which such Compensation would otherwise be earned. If a
Participant fails to timely file an Annual Election, he shall be deemed to
have
elected not to make any deferrals for the applicable Plan Year.
D. Notwithstanding
Paragraph C, an employee who first becomes eligible to participate in the Plan
during a Plan Year may file an Annual Election to defer amounts pursuant to
Sections III.A or III.B within thirty (30) days after the date he first becomes
eligible to participate in the Plan but only with respect to the Compensation
relating to services to be performed subsequent to such election. This initial
Annual Election rule also applies to a Participant who stopped participating
in
the Plan without receiving a distribution from the Plan either as a result
of
termination of employment or transferring to a position in which the Participant
was ineligible to participate in the Plan, provided the Participant has not
been
an active Participant in the Plan (or any other nonqualified account balance
plan maintained by the Company or any member of the Company’s controlled group)
for at least 24 months.
5
SECTION
IV
ESTABLISHMENT
OF ACCOUNTS
A. The
Committee will
establish an Account for the benefit of each Participant. As of each payroll
date, the Account of each Participant will be credited with the amount by which
the Participant elected to defer his Compensation pursuant to Section III.
B. Each
Participant’s
Account shall be credited with matching amounts as follows:
(i) Prior
to January 1,
2008, a Participant’s account will also be credited, as of each payroll date,
with fifty percent (50%) (but not in excess of 2.5% of a Participant’s
Compensation and minus the matching amounts contributed by the Company for
such
Participant to the ESIP on account of the Participant’s Basic ESIP Contribution
for such calendar year) of the amount by which the Participant elected to defer
his Compensation pursuant to Section III.A(i).
(ii) On
or after January 1,
2008, a Participant’s account will also be credited, as of each payroll date,
with fifty percent (50%) (but not in excess of 2.5% of a Participant’s
Compensation and minus the matching amounts contributed by the Company for
such
Participant to the ESIP on account of the Participant’s Basic ESIP Contribution
for such calendar year) of the first five percent (5%) of Compensation which
the
Participant elected to defer pursuant to Section III.B, provided Participant
has
elect to defer at least five percent (5%) of Compensation
thereunder.
C. The
Account will be
reduced by any payments made under Section VIII.
D. Neither
the Plan nor
any Account shall hold any actual funds or assets.
6
SECTION
V
INVESTMENT
INDICES
The
value of each Participant’s Account shall be measured as follows: (a)
all amounts invested in the Plan prior to January 1, 1998 shall be measured
against the underlying investment funds of the ESIP in the proportions reflected
in the Company’s records for such Participant’s Account; and (b) all amounts
invested in the Plan on or after January 1, 1998 shall be measured against
the
underlying investment funds of the ESIP in the proportions that the
Participant’s ESIP accounts are invested in the underlying funds of the
ESIP.
SECTION
VI
CREDITING
OF INVESTMENT GAINS AND LOSSES
As
of the end of each calendar quarter, the Committee shall credit or
debit each Participant’s Account, as the case may be, with the appropriate
amount of gain or loss assuming such Account had been invested in the underlying
funds in the ESIP in the manner set forth under Section V.
SECTION
VII
VESTING
A. A
Participant shall be
fully vested in the portion of his Account attributable to amounts credited
under Section IV.A. A Participant shall be vested in the portion of his Account
attributable to amounts credited under Section IV.B pursuant to the following
schedule:
7
|
|
Years
of Service
|
Percent
Vesting
|
|
|
Less
than 1
|
0%
|
|
|
1
|
20%
|
|
|
2
|
40%
|
|
|
3
|
60%
|
|
|
4
|
80%
|
|
|
5
|
100%
|
B. Notwithstanding
the
foregoing, the Participant shall be fully vested in his Accounts in the event
of
any of the following: (i) retirement with the approval of the Committee on
or after attainment of age fifty-five (55); (ii) death or Total and
Permanent Disability of the Participant; (iii) termination of the Plan; or
(iv) a Change of Control.
SECTION
VIII
PAYMENT
OF BENEFITS
A. Unless
otherwise
provided herein, a Participant shall be paid on the January 1 of the calendar
year immediately following the calendar year in which his termination of
Employment occurs a single lump cash sum equal to the vested portion of his
Account based upon the last valuation under Section V coincident with or
immediately preceding such termination of Employment; provided, however, that
a
Participant whose termination of Employment is due to his retirement shall
receive his vested Account in either a lump sum or in up to ten (10) equal
annual installments as elected by the Participant on his Participation
Agreement. Installments shall commence on January 1st of the calendar
year immediately following the calendar year in which the Participant’s
retirement occurs. For purposes of this Plan only, “retirement” means
termination of employment on or after age 55. In the event that a Participant
was not required to elect a form of payment on his Participation Agreement,
such
Participant shall have until the time specified by the Company, which shall
be
no later than December 31, 2007, to make an irrevocable election as to the
manner of payment applicable to
8
all
deferrals made after December 31, 2004 and payable in the event of a
termination of Employment due to retirement, otherwise, payment shall be made
as
a single lump sum payment. Notwithstanding the foregoing, an election made
pursuant to this Section VIII.A to change the manner of payment shall not apply
to any amount that is or becomes payable in the calendar year in which such
election is made.
B. On
the date of the
Participant’s death, the vested portion of the Participant’s unpaid Account (if
any), based upon the value as of the last valuation under Section V coincident
with or immediately preceding the Participant’s death, shall be paid to his
Beneficiary.
C. Notwithstanding
Section VIII.A, if the benefit becomes payable due to the Participant’s
termination of Employment (other than on account of death) 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.
D. Notwithstanding
the
preceding, in the event of a Change of Control, all future deferrals shall
cease
and each Participant shall be paid a single lump cash sum equal to the vested
portion of his Account as of the last day of the month coincident with or
immediately preceding the Change of Control. Whether a Change of Control has
occurred shall be governed by Code Section 409A and the regulations and any
guidance promulgated thereunder.
E. Upon
the request of a
Participant and a showing of an Unforeseeable Emergency, the Committee may,
if
it deems advisable in its sole and absolute discretion, distribute on behalf
of
the Participant any portion of the Participant’s Account, but in no event more
than the amount necessary to satisfy such emergency plus amounts necessary
to
pay taxes
9
reasonably
anticipated as a result 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
Participant’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. If the Participant is a Reporting Person, such request must be made at
least six (6) months after the date of the Participant’s most recent election,
with respect to any plan of the Company, that effected a “discretionary
transaction” that was an “acquisition,” as those terms are defined in Rule 16b-3
under the Exchange Act. Any amount which becomes payable by reason of an
Unforeseeable Emergency shall be distributed as a lump sum on the date the
Committee approves the hardship distribution and the Participant’s Account shall
be reduced by the amount so distributed and/or utilized.
F. 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.
G. A
Participant shall
designate on his Participation Agreement one or more Beneficiaries who shall
receive the benefit payable under Section VIII.B in the event of the
Participant’s death. A Beneficiary designation may be revoked or amended by a
Participant at any time by providing written notice to the Executive
Compensation Executive of Emerson. In
10
the
event that a designated Beneficiary predeceases the Participant,
benefits shall be payable to the deceased Participant’s estate.
SECTION
IX
ADMINISTRATION
AND CLAIMS PROCEDURE
A. The
Committee shall
have the full power, authority and discretion to 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. 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.
E. Upon
receipt of a claim
the Committee shall advise the Claimant that a reply will be forthcoming within
ninety (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
ninety (90) days for reasonable cause. If the claim is denied in whole or in
part, the Committee
11
will
adopt a written opinion using language calculated to be understood
by the Claimant setting forth:
(i)
the specific reason or reasons for denial,
(ii)
the
specific references to pertinent Plan provisions on which the denial is
based,
(iii)
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,
(iv)
appropriate information as to the steps to be taken if the Claimant wishes
to
submit the claim for review, and
(v) the
time limits for requesting a review under Section IX.F and Section
IX.G.
F. Within
sixty (60) 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 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.
G. Within
sixty (60) days
after the Chief Executive Officer’s receipt of a request for review, the Chief
Executive Officer will review the Committee’s determination. After considering
all materials presented by the Claimant, the Chief Executive Officer will
12
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 one hundred
twenty (120) days after receipt of the request for review.
SECTION
X
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, 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.
13
E. Service
of Process and Plan Administrator.
(i) The
Vice President-Law of the Company shall be the agent for service of
legal process.
(ii) The
Company shall constitute the Plan Administrator.
F. Unfunded
Plan. The Plan shall be unfunded. All
payments to a Participant (or the Participant’s Beneficiary) 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
Employer.
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. Validity.
In the event any provision of the Plan
is held invalid, void or unenforceable, the same shall not affect, in any
respect whatsoever, the validity of any other provision of the
Plan.
I. No
Guarantee of Tax Consequences. While the
Company has established and maintains the Plan, the Company makes no
representation, warranty, commitment or guarantee concerning the income or
other
tax consequences of participation in the Plan under federal, state or local
law.
J. Governing
Law. The Plan shall be governed and
construed according to the laws of the State of Missouri.
14
EMERSON
ELECTRIC CO.
SAVINGS
INVESTMENT RESTORATION
PLAN
ANNUAL
ELECTION FORM
For
Calendar Year 2008
|
A.
|
EMPLOYEE
INFORMATION
|
|
Full
Name:
______________________________________
|
SSN:
________________
|
Home
Address:
________________________________________________________
|
Date
of Birth:
______________
|
Date
of Hire:
____________
|
Badge
#:
__________
|
|
B.
|
CONTRIBUTION
ELECTION
|
The
first five percent (5%) of compensation
you elect to contribute to the Plan shall be matched at 50 cents on the dollar,
subject to a limit of 2.5% of compensation and reduced by the amount of any
match provided under the Emerson Electric Co. Employee Savings Investment Plan
(ESIP).
I
hereby elect to defer receipt of the
following percentage of my cash compensation (base and bonus) each applicable
payroll period of the 2008 calendar year on a pre-tax basis (check one
box):
|
|
o
5%
|
o
6%
|
o
7%
|
o
8%
|
o
9%
|
o
10%
|
|
|
|
o
11%
|
o
12%
|
o
13%
|
o
14%
|
o
15%
|
o
16%
|
|
|
|
o
17%
|
o
18%
|
o
19%
|
o
20%
|
|
|
|
I
understand that this Annual Election Form
must be received in the office of Cynthia Heath no later than December 31,
2007
and that any Annual Election Form received after said date shall be of no effect
for purposes of the Plan. I further understand that any election made pursuant
to this Annual Election Form for the 2008 calendar year shall be irrevocable
after December 31, 2007.
|
Signature:
_____________________________________
|
Date:
_________________________
|
|
Return
completed form
to:
|
Cynthia
Heath, Station
2988
|
|
|
Emerson
Electric
Co.
|
|
|
8000
W. Florissant
Avenue
|
|
|
St.
Louis, MO
63136
|
SAVINGS
RESTORATION FORM 1
EMERSON
ELECTRIC CO.
SAVINGS
INVESTMENT RESTORATION PLAN
PARTICIPATION
AGREEMENT
I
hereby acknowledge receipt of a copy of the
Savings Investment Restoration Plan (“Plan”), which is hereby made a part of
this Agreement. By executing this Agreement, I agree to comply with the terms
of
the Plan in all respects.
As
a participant in the Plan, I understand
that I shall have the right, in my sole discretion, to elect to defer up to
20%
of my gross compensation on a pre-tax basis for each upcoming calendar year
by
timely filing an Annual Election Form for such calendar year. I am, however,
in
no way obligated to make such an election for any year and the failure to make
a
deferral election for any year will not affect my right to do so for a
subsequent calendar year. I understand that any amounts which I elect to defer
under the Plan will not be included as compensation under the Emerson Electric
Co. Retirement Plan.
I
understand that the Annual Election Form for
any calendar year must be received in the office of Cynthia Heath no later
than
December 31 of the preceding calendar year, and that any Annual Election Form
received after said date shall be of no effect for purposes of the Plan. I
further understand that an election made for any calendar year shall be
irrevocable after December 31 of the preceding calendar year.
I
understand that in the event my employment
terminates due to my retirement, the vested portion of my benefits under the
Plan shall be distributed either as a lump sum payment or annual installments
as
elected in Section I below. I further understand that this election as to the
manner of payment is irrevocable and shall govern amounts deferred under my
initial Annual Election Form as well as any amounts that I may elect to defer
for future calendar years. If I fail to elect a manner of distribution at this
time, I understand that any payment due on account of my retirement shall be
made as a single lump sum distribution.
Furthermore,
I hereby designate the
individual(s) named below in Section II as my beneficiary(ies) under the Plan;
however, I reserve the right to change my beneficiary as provided under the
Plan.
|
I.
|
MANNER
OF
DISTRIBUTION (in
the event of retirement)
|
o Lump
Sum
o Annual
Installment Payments over a Period of
____ Years (not to exceed 10)
|
II.
|
BENEFICIARY
DESIGNATION
|
Full
Name of Beneficiary(ies):
___________________________________________________
Your
relationship to Beneficiary(ies):
______________________________________________
Address
of Beneficiary(ies):
_____________________________________________________
|
Signature:
_________________________________
|
Date:
____________________
|
SAVINGS
RESTORATION FORM 2
SAVINGS
INVESTMENT RESTORATION
PLAN
|
1.
|
Name:
____________________________________________
|
|
2.
|
Manner
of
Distribution
|
I
hereby elect that all deferrals and credits
earned and vested under the Savings Investment Restoration Plan as of December
31, 2004 and all amounts deferred or which become vested on or after January
1,
2005, which become payable on account of my termination of employment due to
retirement, shall be distributed in the following manner:
o
lump sum
o
annual installments over ____ years (not to
exceed 10 years)
The
undersigned acknowledges that, while this
election is irrevocable with respect to amounts deferred or which become vested
under the Savings Investment Restoration Plan on or after January 1, 2005,
he or
she may change the manner of distribution of deferrals and credits earned and
vested as of December 31, 2004 at any time prior to the calendar year in which
his or her termination occurs.
Unless the undersigned timely files a
written request to change the manner in which his or her pre-2005 vested
benefits are to be distributed, this election shall govern all amounts which
become payable on
account of his or her termination of employment. The undersigned further
acknowledges that
in the event his or her termination of employment occurs in 2007, all vested
amounts shall be distributed without regard to the manner of distribution
elected on this form.
|
Signature:
_____________________________________
|
Date:
_________________________
|
|
Return
completed form
to:
|
Cynthia
Heath, Station
2988
|
|
|
Emerson
Electric
Co.
|
|
|
8000
W. Florissant
Avenue
|
|
|
St.
Louis, MO
63136
|
SAVINGS
RESTORATION 2007 FORM