Published on November 19, 2007
Exhibit
10(q)
AMENDMENT
TO THE
EMERSON
ELECTRIC CO. 2006 INCENTIVE SHARES PLAN
SOLELY
FOR CODE SECTION 409A COMPLIANCE
WHEREAS,
Emerson Electric Co. (“Company”) previously adopted the Emerson
Electric Co. 2006 Incentive Shares Plan ( “Plan”); and
WHEREAS,
effective January 1, 2005, the Company desires to amend the Plan
solely for the purpose of complying with the requirements of Section 409A of
the
Internal Revenue Code of 1986, as amended (“Code”);
NOW
THEREFORE, effective January 1, 2005, the Plan is amended with
respect to all amounts deferred or which become vested under the Plan on or
after January 1, 2005 as follows:
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1.
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Any
election to defer receipt of all or part of an award of
Performance Shares must be made no later than the close of the Company’s
taxable year immediately preceding the first taxable year of the
Company
in which any services are performed for which such Performance Share
award
is payable; however, a newly eligible participant may make an election
within 30 days after the date he first becomes eligible to participate
in
the performance program, but only with respect to the portion of
the
Performance Shares award attributable to services performed after
the date
of his deferral election. Notwithstanding the foregoing, if the
performance period is at least 12 consecutive months and the performance
criteria are defined in writing no later than 90 days after the
commencement of the period of service to which the criteria relates,
a
deferral election may be made on or before the date that is six months
before the end of the performance period, provided (i) the Participant
performs services continuously from the later of the beginning of
the
performance period or the date the performance criteria are established
through the date a deferral election is made; and (ii) the award
of
Performance Shares has not become readily ascertainable. At the same
time
the Participant makes an election to defer receipt of a Performance
Shares
award, he shall also make an election to receive such Performance
Shares
in either a single distribution or in annual installments over such
years
as the Participant shall then
specify.
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2.
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In
the event a Participant has elected to defer receipt of all or
any portion of his award of Performance Shares under a Plan until
a
specified year, payment shall be made or commence on the first day
of such
calendar year.
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3.
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In
the event a Participant has elected to defer receipt of all or
any portion of his award of Performance Shares under a Plan until
his
termination of employment, payment shall be made or commence on the
first
day of the month immediately following his termination date.
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4.
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In
the event that any deferred amount becomes payable due to the
Participant’s termination of employment (other than on account of death)
and such Participant is a Specified Employee, as determined under
Code
Section 409A and the regulations promulgated thereunder, payment
of any
deferred amount that is otherwise scheduled to be or to begin to
be
distributed 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 amount would otherwise
be
paid or commence to be paid.
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5.
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In
the event of the death during the deferral period of a
Participant who has made a deferral election, the unpaid balance
of the
deferred amount owing to such Participant at the time of death shall
be
distributed to the Participant’s estate on the first day of the month
immediately following the date of the Participant’s death, irrespective of
whether or not the deferral period elected has
expired.
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6.
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In
all cases in which a deferred amount is payable upon a fixed
date, payment is deemed to be made upon the fixed date if the payment
is
made at 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. 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. In no event shall the Participant
be permitted, directly or indirectly, to designate the taxable year
of the
payment.
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7.
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In
the event the Company elects to permit participants to change an
election with respect to the time and/or manner of payment of a previously
deferred award of Performance Shares, such change shall be filed
with the
Committee no later than December 31,
2007.
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8.
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The
Committee shall have no discretion with respect to the timing
and/or manner of payment of any deferred
amount.
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Approved
by the Compensation Committee of the Board of Directors on the
6th day of August, 2007.
INTRA-COMPANY
CORRESPONDENCE
TO:
FROM:
DATE:
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FILE:
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______
PERFORMANCE SHARES PROGRAM
AWARD
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SUBJECT:
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Acceptance
of
Award
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This
is to advise that in consideration of the
Compensation Committee's award of Performance Units in the ______ Performance
Shares Program under the 2006 Incentive Shares Plan, (1) I accept such
participation upon the terms contained in the Award Certificate and the attached
Plan document, and (2) I agree that during my employment by Emerson or any
of
its divisions, subsidiaries or affiliates (collectively, "Emerson"), and for
a
period of two (2) years after termination of such employment for any reason,
I
will not directly or indirectly engage in competition with, or enter the employ
of or assist any person, firm, corporation or other entity engaged in a business
competitive with, any business of Emerson in which I was employed, or solicit
or
hire any Emerson employees, even though no payment has been made to me under
the
terms of the Plan. I also agree Missouri law governs this agreement and consent
to resolve any disputes in the courts in the state of Missouri.
I
acknowledge I have read and
understand the above, the Plan and Program Highlights and agree to the terms
of
the award as set forth therein.
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Date
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Signature
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C
E R T I F I C A T E
EMERSON
ELECTRIC CO.
________
PERFORMANCE SHARES
PROGRAM
THIS
CERTIFIES that _____________
is entitled to be a participant in Emerson Electric Co.’s ______
Performance Shares Program under the 2006 Incentive Shares Plan approved and
adopted by the Board of Directors on November 1, 2005 and approved by the
Stockholders on February 7, 2006, and has been awarded
XXXXXX(x,xxx) Units, all in accordance with
the terms and provisions of said Plan.
Dated
this __ day of ________,
20__.
___________________________________________
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For
the Compensation
Committee
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EMERSON
ELECTRIC
CO.
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TO:
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____________________
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FROM:
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Compensation
and Human Resources
Committee (the "Committee")
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DATE:
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______________
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FILE:
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2006
Incentive Shares Plan (the
"Plan")
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RE:
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Award
of Restricted
Shares
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The
Committee has awarded to you
___________________(________) Restricted Shares under the terms of the Plan.
This award is subject to all the terms of the Plan, a copy of which has been
delivered to you. The Restriction Period applicable to these Shares is ________
(__) years from the date hereof.
The
following are additional terms, conditions
and provisions applicable to this award:
1. Your
rights in regard to
these Shares are not vested, and you understand and agree, by your signature
to
this agreement, that your entire interest in these Shares may be forfeited
if
you fail to remain in the employ of the Company (or one of its subsidiaries)
for
the full term of the Restriction Period or in the event of any failure of any
of
the terms or conditions attached to this award and set out in the Plan or in
this Agreement.
2. Specifically,
the Shares
shall not vest in you until the expiration of the Restriction Period and shall
be wholly forfeited in the event of your resignation or discharge prior to
such
time; provided, however, in the event of any termination on account of death
or
any disability which in the determination of the Committee prevents your
continued employment by the Company (or a subsidiary), the award of shares
will
be
prorated
for your period of service during the
Restriction Period and, provided you are not otherwise in default hereunder,
you
or your estate will receive such prorated number of Shares free of any
restriction; provided further, however, in the event of a termination of your
employment prior to the expiration of the Restriction Period, other than on
account of your death or disability, the Committee, in its absolute discretion,
may make such pro rata or other payment (or no payment) as it may
determine.
3. During
the Restriction Period
the Restricted Shares will be evidenced by a certificate issued in your name
but
such certificate will not be delivered to you and shall be held by the Company
until the expiration of the Restriction Period or until earlier forfeiture.
During the Restriction Period (and prior to any forfeiture) your rights in
respect of the Shares shall be as follows.
(i) You
will be entitled to receive cash dividends when paid on the Shares and you
will
be entitled to vote the Shares.
(ii) During
the
Restriction Period you shall not be entitled to delivery of any stock
certificate evidencing the Shares.
(iii) The
certificates
for the Share may have imprinted thereon such restrictive legends, and such
stop-transfer orders, dividend payment orders and such other orders as may
be
given in respect thereof by the Committee as it may determine in its sole
discretion.
(iv) During
the
Restriction Period you may not sell, transfer, pledge, exchange, hypothecate
or
otherwise dispose of any of the Shares.
(v) Stock
dividends paid on the Restricted Shares shall not be paid to you but shall
be
held by the Company on the same terms as the Restricted Shares
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on
which they were paid; provided, however,
the Committee in its discretion may direct the payment of any such stock
dividends directly to you, free of the restriction imposed by this
Agreement.
4. You
understand that this
award is confidential and that the dissemination of any information concerning
the fact of this award or of any information relating to this award to any
person or persons within or without the Company (including its officers and
any
of your superiors or subordinates) would be, or might be, injurious to the
interests of the Company. Accordingly, you agree that you will maintain in
confidence and will reveal to no one the fact that you have received this award
nor any information concerning this award, except as you may be required by
law
to make any such disclosure. You further agree that any breach of this agreement
of confidentiality (before or after the Restriction Period) will constitute
good
cause for the termination of your employment by the Company (or a subsidiary,
as
the case may be). You further understand that if such breach occurs during
the
Restriction Period applicable to your Restricted Shares your right to such
Shares may be forfeited by the Company forthwith.
5. By
your acceptance of this award you agree that should your employment by Emerson
Electric Co. or a subsidiary thereof terminate for any reason (either before
or
after the Restriction Period) you will not engage in any business activity
competitive to any business activity of Emerson or its subsidiaries in which
you
were engaged while you were employed by Emerson or a subsidiary thereof, or
solicit or hire any Emerson employees. This restriction is applicable only
in
those geographic areas in which Emerson is then engaged in such business
activity, and shall continue for a period of two (2) years after termination
of
your employment.
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6. At
the end of the Restriction Period, the Restricted Shares which have not been
forfeited, together with any cash held on account of dividends on such
Restricted Shares, shall be delivered to you, except that the Company shall
withhold sufficient Shares and cash to enable it to satisfy its federal, state
and local tax withholding obligations on account of such
delinquency.
7. This
Agreement shall be
executed and delivered by you in the City or County of St. Louis, Missouri
and shall be governed by Missouri law.
Counsel
for the
Company has advised that in the opinion of such counsel,
(i) The
receipt of this award does not constitute taxable income to you. Any cash
dividends which are paid to you on the Restricted Shares will constitute taxable
income to you when received. At such time as the restrictions on the Shares
are
released or satisfied and your right to the Shares becomes non-forfeitable
you
will have taxable income in an amount equal to the then fair market value of
the
Shares.
(ii) If
you are a
director or officer of the Company subject to the requirement of filing reports
under Section 16(a) of the Securities Exchange Act of 1934 upon changes in
your
beneficial ownership of shares of the Company's Common Stock, you may report
the
award of Restricted Shares on Form 5, Annual Statement of Changes in Beneficial
Ownership, after the end of the Company's fiscal year or on Form 4, Statement
of
Changes in Beneficial Ownership, for the month in which the award was
received.
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This
award agreement is dated
_________________, has been executed and delivered by the parties hereto in
St. Louis City or County, State of Missouri.
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For
the
Committee
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Acknowledgment
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The
undersigned, _______________________,
grantee of the award of Restricted Shares pursuant to this Agreement hereby
accepts said award on the terms, conditions and provisions contained in the
Plan
and in this Agreement. The undersigned acknowledges receipt of a copy of the
Plan and understands that his rights in respect of the Restricted Shares may
be
forfeited as provided in the Plan and in this Agreement
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Dated
_______________________,
200__
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Awardee
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