Published on November 19, 2007
Exhibit
10(i)
EMERSON
ELECTRIC CO.
ANNUAL
INCENTIVE PLAN
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. Annual Incentive Plan is to
provide an annual incentive program for selected key executives which is based
upon specific performance criteria established for a given Fiscal Year. In
particular, this program is designed to (a) provide an annual incentive whereby
a significant portion of such executives’ Fiscal Year compensation is based on
their efforts in achieving the performance objectives of the Company and/or
its
subsidiaries or divisions, and (b) attract, motivate and retain key executives
on a competitive basis in which total compensation levels are closely linked
to
the accomplishment of the Company’s financial and strategic
objectives.
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II.
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DEFINITIONS
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The
following words shall have the following meanings unless the context
clearly requires otherwise:
A. “Annual
Incentive
Award” or “Award” means the amount of compensation payable to a Participant
under the Program.
B. “Board
of Directors”
means the Board of Directors of Emerson Electric Co.
C. “Committee”
means
the
Compensation Committee of the Board of Directors of Emerson Electric
Co.
D. “Company”
means
Emerson
Electric Co., a Missouri Corporation.
E. “Executive
Compensation
Executive” means the Executive Compensation Executive of Emerson Electric
Co.
F. “Fiscal
Year” means the
Fiscal Year of the Company which is currently the twelve-month period ending
September 30.
G. “Participant”
means
an
executive officer of the Company whom the Committee designates to receive an
Award for a Fiscal Year.
H. “Program”
means
this
Emerson Electric Co. Annual Incentive Plan.
I. “Subsidiary”
means any corporation more than 50% of whose stock is owned directly or
indirectly by the Company.
III.
ELIGIBILITY
Participation
in the Program shall be limited to those executive officers
of the Company as the Committee shall determine. Additions or deletions to
the
Program during a Fiscal Year shall be made only in the event of an unusual
circumstance, such as a promotion or new hire.
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IV.
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DETERMINATION
OF ANNUAL INCENTIVE
AWARDS
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Annual
Incentive Awards to Participants shall be based upon the
accomplishment of specific performance objectives. The Committee shall establish
performance objectives based on the following criteria: sales, earnings,
earnings per share, pre-tax earnings and net profits, return on equity, and
asset management. Performance objectives need not be the same in respect to
all
Participants and may be established separately for the Company as a whole or
for
its various groups, divisions, subsidiaries and affiliates. Each of the
performance criteria shall be specifically defined by the Committee and may
include or exclude specified items of an unusual or non-recurring nature. No
Award shall be paid to any Participant if the applicable performance
objective(s) are not achieved or if the Program is not approved by stockholders
of the Company. In no event shall the total amount of an Award paid to any
Participant in any Fiscal Year exceed six million dollars.
As
soon as practicable after the end of each Fiscal Year, Annual
Incentive Awards for each Participant for such Fiscal Year shall be determined
by the Committee. The Committee shall certify in writing the achievement of
the
applicable performance objective(s) and the amount of any Awards payable to
Participants. Annual Incentive Awards to such Participants may be denied or
adjusted downward by the Committee as, in the Committee’s sole judgment, is
prudent based upon its assessment of the Participant’s performance and the
Company’s performance during the Fiscal Year.
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V.
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TIME
FOR PAYMENTS
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Annual
Incentive Awards shall be paid in a lump sum generally by November
30th, but in no event later than December 15th, following
the end of each Fiscal Year.
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VI.
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ADMINISTRATION
OF THE
PROGRAM
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The
overall administration and control of the Program, including final
determination of Annual Incentive Awards to each Participant, is the
responsibility of the Committee. The Executive Compensation Executive shall
be
responsible for implementing the actions required under the
Program.
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VII.
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VESTING
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A
Participant must be in the employ of the Company or a Subsidiary
through the last day of the Fiscal Year with respect to which an Annual
Incentive Award is granted in order to be considered for the grant of such
an
Award by the Committee. He must also (subject to
specific
Committee action to the contrary as hereinafter set forth in
this Section VII) be an employee of the Company or a Subsidiary on the date
the
Award is payable pursuant to Section V. The final determination as to Awards
to
be granted, and if so, the amount of such Awards,
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shall
be made by the Committee. Subject to Section IV, and in accordance
with this Section VII, in the event a Participant terminates or is terminated
by
the Company or a Subsidiary, before or after the end of the Fiscal Year for
any
reason, including, but not limited to, retirement, disability, or death, the
Committee shall have the sole discretion as to whether any such Award shall
be
paid, and, if so, the amount of such payment.
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VIII.
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AMENDMENT
OR TERMINATION
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The
Program may be amended or terminated at any time by action of the
Committee; provided, however, that unless the stockholders of Emerson Electric
Co. shall have first approved thereof, no amendment of the Program shall be
effective which would increase the maximum amount which can be paid to a
Participant under the Program, which would change the specified performance
objectives for payment of Awards, or which would modify the requirements as
to
eligibility for participation in the Program.
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IX.
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MISCELLANEOUS
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A. All
payments under the
Program shall be made from the general assets of the Company or a Subsidiary.
To
the extent any person acquires a right to receive payments under the Program,
such right shall be no greater than that of an unsecured general creditor of
the
Company or Subsidiary.
B. Nothing
contained in
the Program and no action taken pursuant thereto shall create or be construed
to
create a trust of any kind, or a fiduciary relationship between the Company
or a
Subsidiary and any other person.
C. No
amount payable under
the Program shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, either voluntary or
involuntary, and any attempt to so alienate, anticipate, sell, transfer, assign,
pledge, encumber or charge the same shall be null and void. No such amount
shall
be liable for or subject to the debts, contracts, liabilities, engagements,
or
torts of any person to whom such benefits or funds are or may be
payable.
D. Nothing
contained in
the Program shall be construed as conferring upon any Participant the right
to
continue in the employ of the Company or a Subsidiary nor to limit the right
of
the employer to discharge him at any time, with or without cause.
E. The
Program shall be
construed and administered in accordance with the laws of the State of
Missouri.
Approved
by the Compensation Committee of the Board of Directors on the
6th day of August, 2007.
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INTRA-COMPANY
CORRESPONDENCE
TO:
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FROM:
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C.
G. Heath
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DATE:
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FILE:
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EXECUTIVE
COMPENSATION
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SUBJECT:
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FY
2008 Extra Salary Program – Annual Incentive Plan
Participant
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Attached
is a copy of the FY 2008 Extra Salary Program, which as a
participant, you should review and retain with your personal records. I urge
you
to read the Plan thoroughly so you understand the governing policies,
then acknowledge receipt by signing the
bottom of
this memo and returning it to Tammy Fritts at Emerson headquarters, Station
2988.
If
you have any questions, don’t hesitate to call.
CGH/tlf
Attachment
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Signature
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Name
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Division
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Date
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Return
Form to:
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Tammy
Fritts, Station 2988
Emerson Electric Co. 8000 W. Florissant Ave. St. Louis, MO 63136 |
2008
Annual Incentive Form.doc