Attached files
| file | filename |
|---|---|
| EX-12 - EMERSON ELECTRIC CO | v172873_ex12.htm |
| EX-32 - EMERSON ELECTRIC CO | v172873_ex32.htm |
| EX-31 - EMERSON ELECTRIC CO | v172873_ex31.htm |
| EX-10.2 - EMERSON ELECTRIC CO | v172873_ex10-2.htm |
| EXCEL - IDEA: XBRL DOCUMENT - EMERSON ELECTRIC CO | Financial_Report.xls |
| 10-Q - EMERSON ELECTRIC CO | v172873_10q.htm |
Exhibit
10.1
EMERSON
ELECTRIC CO.
RESTRICTED
STOCK PLAN FOR NON-MANAGEMENT DIRECTORS
As
amended and restated, effective November 3, 2009.
I.
Purpose. The
purpose of this Plan is to attract and retain the best qualified individuals to
serve on the Board and to align their compensation as members of the Board with
the interests of stockholders of the Company by compensating them with Shares
subject to certain restrictions, as described herein.
II. Definitions. As
used in the Plan, the following terms shall have the respective
meanings:
A. “Annual
Meeting” means the annual meeting of stockholders of the Company.
B. “Board”
means the Board of Directors of the Company.
C. “Change
of Control” means:
(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 the Company (as of the date
hereof, the “Incumbent Board”) ceasing 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) Approval by the stockholders of
the Company of (a) a 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 in substantially the same proportions as their ownership of the
Company’s voting securities immediately before such reorganization, merger or
consolidation, (b) a liquidation or dissolution of the Company or (c) the sale
of all or substantially all of the assets of the Company.
1
D. “Committee”
means the Corporate Governance and Nominating Committee of the Board or any
other committee composed entirely of Non-Management Directors as designated by
the Board.
E. “Company”
means Emerson Electric Co., a Missouri corporation.
F. “Fair
Market Value” as of any date means the average of the highest and lowest price
per Share as reported on the New York Stock Exchange Composite Tape for such
date (or, if the Shares are not traded on such date, the next day on which the
Shares are traded).
G. “Material
Revision” shall have the meaning ascribed thereto by the corporate governance
standards of the New York Stock Exchange.
H. “Non-Management
Director” means a member of the Board who is not an employee or officer of the
Company or any subsidiary of the Company.
I. “Plan”
means this Emerson Electric Co. Restricted Stock Plan for Non-Management
Directors, as amended from time to time.
J. “Restricted
Share Portion” shall mean that portion of the total annual retainer paid to
directors, as approved by the Committee or as recommended by the Committee and
approved by the Board. The Restricted Share Portion may range from 0% to 100% of
the total annual retainer, in the sole discretion of the Board or the
Committee.
K. “Restricted
Share” shall mean a Share which is awarded to a Non-Management Director subject
to forfeiture, as more fully defined in Section V.B. below.
L. “Restricted
Stock Unit” shall mean a bookkeeping entry maintained by the Company that
represents the right (subject to forfeiture) of a Non-Management Director to
receive one Share as more fully described in Section V.C. below.
M. “Shares”
means shares of common stock of the Company, $0.50 par value per
share.
III. Eligibility. Only
Non-Management Directors shall participate in the Plan.
IV. Administration. The
Plan shall be administered by the Committee. The Committee may
designate persons other than members of the Committee to carry out its
responsibilities, subject to applicable law. A majority of the
Committee shall constitute a quorum at any meeting of the Committee and all
determinations of the Committee shall be made by a majority of its members. Any
determination of the Committee under the Plan may be made without notice of a
meeting of the Committee by a written consent signed by all members of the
Committee. Subject to the express provisions of the Plan, the
Committee shall be authorized and empowered to do all things necessary or
desirable in connection with the administration of the Plan. All
decisions, determinations and interpretations by the Committee or the Board
regarding the Plan shall be final and binding on all current or former Directors
of the Company and their beneficiaries, heirs, successors and
assigns. The Committee or the Board, as applicable, shall consider
such factors as it deems relevant, in its sole and absolute discretion, to
making such decisions, determinations and interpretations. No member
of the Committee shall be personally liable for any action or determination made
in good faith with respect to the Plan or to any settlement of any dispute
between a Non-Management Director and the Company.
2
V. Restricted Share
Portion.
A. Each
Non-Management Director who is elected or re-elected by the stockholders of the
Company at, or who continues in office after, each Annual Meeting, shall, on the
Annual Meeting date, be awarded Restricted Shares and/or Restricted Stock Units,
with the aggregate Fair Market Value of the underlying Shares equal to the
Restricted Share Portion as of such date. Notwithstanding the
foregoing, when a Non-Management Director joins the Board prior to an Annual
Meeting, such Non-Management Director may be awarded Restricted Shares and/or
Restricted Stock Units with respect to which the aggregate Fair Market Value of
the underlying Shares shall not exceed the amount provided for in the preceding
sentence, on a pro rata basis in the discretion of the Committee.
B. The
Restricted Shares shall be restricted and subject to forfeiture as more fully
described in the following provisions:
(i) The
Restricted Shares shall be held for the benefit of the Non-Management Director
in book-entry form by the Company’s stock transfer agent until the restrictions
lapse, or the Restricted Shares are forfeited, in accordance with this Section
V.B. However, the Non-Management Director (or any trustee referred to in Section
IX.B. hereof) shall be entitled to receive all dividends paid on the Restricted
Shares and shall possess all voting rights with respect to such Restricted
Shares as are possessed by other holders of common stock of the Company in their
respective Shares. The Non-Management Director may reinvest the
dividends received upon the Restricted Shares upon the same terms available in
any dividend reinvestment plan providing for broad-based participation among the
Company’s shareholders. Any Shares so purchased will not be subject
to restrictions hereunder.
(ii) No
Restricted Shares may be sold, transferred, assigned or otherwise alienated or
hypothecated until the restrictions lapse, or the Restricted Shares are
forfeited, in accordance with this Section V.B.
(iii) The
restrictions in this Section V.B. will lapse, and the Restricted Shares will
vest, on the earliest of: (a) the last day of his or her term as a
Non-Management Director during which he or she attains age 72, (b) the date the
Non-Management Director dies or becomes disabled or (c) the date of a Change of
Control of the Company; but only if the awardee is a Non-Management Director on
the date the applicable vesting event occurs. However, in the case of any
Restricted Shares granted to a Non-Management Director for a term subsequent to
the term in which he or she attains age 72, the restrictions in this Section V.B
will lapse, and such Restricted Shares will vest, on the last day of such
term.
(iv) Upon
the termination of a Non-Management Director’s tenure on the Board, any
Restricted Shares which are not vested as of the date of such termination shall
not vest and shall automatically be forfeited by the Non-Management Director and
cancelled by the Company for no value. However, the Committee in its
sole discretion may, when it finds that such action would be in the best
interests of the Company, waive in whole or in part any remaining vesting
restrictions with respect to such Restricted Shares, subject to such terms and
conditions as the Committee shall deem appropriate.
3
(v) Upon
vesting, the Restricted Shares will be distributed to the Non-Management
Director, without tax withholding unless required by law.
C. The
Restricted Stock Units shall be restricted and subject to forfeiture as more
fully described in the following provisions:
(i) Restricted
Stock Units constitute bookkeeping entries maintained by the Company that
represent the right to receive one Share to be issued and delivered in
accordance with the terms and conditions set forth herein and any additional
terms and conditions that may be set forth in a written instrument evidencing
the Restricted Stock Units. A Non-Management Director holding
Restricted Stock Units will have no rights as a stockholder of the Company with
respect to such Restricted Stock Units prior to the issuance of the Shares in
settlement of the Restricted Stock Units. However, the Non-Management
Director shall be entitled to receive an amount equal to any cash, stock or
other property paid by the Company as dividends with respect to an equivalent
number of Shares. An award of Restricted Stock Units shall specify
whether the amount representing the dividend equivalent, if any, shall be paid
to the Non-Management Director in cash on the same date the Company pays the
dividend to its stockholders or on the same date his or her Restricted Stock
Units are settled. In the event the award agreement provides for
deferred payment of the dividend equivalent, the amount of accumulated dividend
equivalents shall be credited with interest as determined by the Committee but
in any event no greater than 120% of the applicable federal long-term rate,
compounded quarterly (as prescribed under section 1274(d) of the Internal
Revenue Code, (26 U.S.C. 1274(d))). Such interest shall accrue from
the date that the dividend equivalent would otherwise be payable had payment of
such amount not been deferred. The Non-Management Director shall not
possess any voting rights with respect to Restricted Stock Units.
(ii) No
Restricted Stock Units may be sold, transferred, assigned or otherwise alienated
or hypothecated until the restrictions lapse or the Restricted Stock Units are
forfeited, in accordance with this Section V.C.
(iii) The
restrictions in this Section V.C. will lapse, and the Restricted Stock Units
will vest, on the earliest of: (a) the last day of his or her
term as a Non-Management Director during which he or she attains age 72,
(b) the date the Non-Management Director dies or becomes disabled, or
(c) the date of a Change of Control of the Company; but only if the awardee
is a Non-Management Director on the date the applicable vesting event
occurs. However, in the case of any Restricted Stock Units granted to
a Non-Management Director for a term subsequent to the term in which he or she
attains age 72, the restrictions in this Section V.C will lapse, and such
Restricted Stock Units will vest, on the last day of such term.
4
(iv) Upon
the termination of the Non-Management Director’s tenure on the Board, any
Restricted Stock Units which are not vested as of the date of such termination
shall not vest and shall automatically be forfeited by the Non-Management
Director and cancelled by the Company for no value and without issuance of any
Shares. However, the Committee in its sole discretion may, when it
finds that such action would be in the best interests of the Company, waive in
whole or in part any remaining vesting restrictions with respect to any
Restricted Stock Units, subject to such terms and conditions as the Committee
shall deem appropriate. An award of Restricted Stock Units shall
specify whether or not any dividend equivalents which have been deferred in
accordance with Section V.C.(i) shall be forfeited if the Restricted Stock Units
which generated such deferred dividends are forfeited.
(v) Vested
Restricted Stock Units (if not previously forfeited) will automatically be
settled on the date the Non-Management Director terminates his or her service
with the Board, without tax withholding unless required by law; provided,
however, the Company will not be obligated to settle an award of Restricted
Stock Units unless the issuance and delivery of such Shares will comply with all
relevant provisions of law and other legal requirements, including any
applicable federal or state securities laws and the requirements of any stock
exchange or quotation system upon which Shares may then be listed or
quoted.
VI. Maximum Number of
Shares. The maximum number of Shares which may be awarded
pursuant to this Plan is 500,000 (adjusted to reflect 2-for-1 stock split in
2006). This number shall be appropriately adjusted by the Committee
in the event of any stock dividends, stock splits, recapitalizations, mergers,
consolidations, spin-offs, split-offs, split-ups, combinations or exchanges of
Shares. The determination of the Committee regarding any such
adjustment shall be conclusive. Any Shares forfeited as provided in Section
V.B.(iv) or V.C.(iv) shall be re-added to the Shares available for
award.
VII. Amendment and
Termination. The Plan may be amended or terminated by the
Board at any time, provided, however, that no Material Revision may be made
without the approval of the stockholders of the Company.
VIII. Effectiveness of the
Plan. The Plan must be approved by both the stockholders of
the Company and the Board. It will become effective, and grants may
be made under this Plan, on the later of (i) the date of the meeting at which
stockholder approval is obtained, and (ii) the date of the meeting at which
Board approval is obtained.
IX. Miscellaneous.
A. Nothing
contained herein shall entitle a Non-Management Director to continue in office
or limit the authority of the Committee to recommend that any Non-Management
Director should no longer serve as a member of the Board.
B. Notwithstanding
Section V.B.(ii), Restricted Shares may, with the consent of the Company, be
registered in the name of a personal, revocable trust established by such
Non-Management Director; provided, however, that all of the terms of the Plan
including, without limitation, the provisions of Section V.B., shall be binding
upon the trustee of any such trust.
5
C. The
Shares awarded under the Plan shall be issued out of treasury Shares or
authorized but unissued Shares.
D. The
Plan shall be construed and administered in accordance with the laws of the
State of Missouri without regard to the principles of conflicts of law which
might otherwise apply.
Approved
by the Board of Directors on the 3rd day of November, 2009.
6
FORM OF RESTRICTED STOCK UNIT AWARD LETTER
February
2, 2010
[Director
Name]
[Director
Address]
[Director
Address]
[Director
Address]
Dear
[Director Name],
I am
pleased to advise you that your restricted stock unit award under Emerson’s
Restricted Stock Plan for Non-Management Directors will be valued at $[115,000].
Accordingly, your 2010 restricted stock unit grant is [______] units, based upon
a fair market value of Emerson Electric Co. common stock on February 2, 2010 of
$[_____] per share. A summary of the Plan and a copy of the complete Plan are
attached hereto as Exhibit A for your
reference.
Your
award of restricted stock units under the Plan will need to be reported to the
Securities and Exchange Commission on a Form 4 within two business days after
the award. The procedures for reporting your award are described in
Exhibit B
hereto.
You will
receive dividend equivalents on your restricted stock units. [FOR
CURRENT DIVIDEND EQUIVALENTS ONLY][The dividend equivalents will be paid to you
on the dividend payment date.] [FOR DEFERRED DIVIDEND EQUIVALENTS
ONLY][The payment of the dividend equivalents will be deferred and paid to you,
with interest, upon the end of your tenure on the Board.]
[FOR
CURRENT DIVIDEND EQUIVALENTS ONLY][We have been advised that the award of
restricted stock units under the plan should not be taxable to you in Germany
until vesting. However, dividend equivalents you receive on the
restricted stock units are taxable when received. You should confirm
this tax treatment with your tax advisor.]
[FOR
DEFERRED DIVIDEND EQUIVALENTS ONLY][We have been advised that the award of
restricted stock units and any dividend equivalents credited to your deferred
dividend equivalent account under the plan should not be taxable to you in the
United Kingdom until payment. You should confirm this tax treatment
with your tax advisor.]
If you
have any questions, don’t hesitate to call me at 314-553-2157.
Personal
regards,
Cynthia
G. Heath
7
Exhibit
A
The
principal provisions of the Restricted Stock Plan for Non-Management Directors
are as follows:
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·
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Only
non-management Directors are eligible to
participate.
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·
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The
Corporate Governance and Nominating Committee will determine the portion
of the annual retainer to be paid each year in restricted stock or
restricted stock units.
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·
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The
number of restricted shares or units will be based upon fair market value
of Emerson stock, which is the average of the high and low trading prices
for Emerson stock reported by the NYSE, on the date of
award.
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·
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The
restricted shares or units may not be transferred. Restricted
shares will be held by our transfer agent, BNY Mellon Shareowner Services,
until the restrictions lapse or are waived. Restricted stock
units will be maintained as bookkeeping entries by Emerson until
settled.
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·
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The
restrictions will lapse, and the shares or units will vest, upon the
earlier of: (1) the last day of your term during which you attain age 72,
(2) your death or disability, or (3) a change in control of Emerson,
except for shares or units granted for a term after the term in which you
attain age 72 for which the restrictions will lapse at the end of that
later term. Vested restricted stock units will be paid out on
the last day of your service on the Board by the issuance of an equivalent
number of shares of Emerson common
stock.
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·
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If
your tenure on the Board ends for any reason other than the foregoing, the
Corporate Governance and Nominating Committee may determine that it is in
the best interests of Emerson to waive the restrictions. If the
restrictions are not waived, any unvested shares or units will be
forfeited.
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·
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During
the restricted period, you will be entitled to receive all dividends and
exercise all voting rights with respect to restricted
shares. Cash dividend equivalents will be paid on restricted
stock units, either on the dividend payment date or deferred, with
interest, until the end of your tenure on the Board. Restricted
stock units do not carry any voting
rights.
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[EMERSON
ELECTRIC CO. RESTRICTED STOCK PLAN FOR NON-MANAGEMENT
DIRECTORS]
8
Exhibit
B
INSTRUCTIONS
FOR 2010 RESTRICTED STOCK UNIT GRANT – SEC
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A.
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SEC
Reporting
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Under
SEC rules the grant to you of [_____] Emerson restricted stock units
February 2, 2010 was an exempt transaction under Section 16(b) but is
reportable under Section 16(a) on Form 4. Your Form 4 is due by
the close-of-business on February 4, 2010. We will file a Form
4 on your behalf pursuant to the power of attorney granted by you to Tim
Westman. You will receive a draft of your Form 4 by e-mail or fax by the
end of the day on February 3, 2010. You will need to review the
information on the draft Form 4 immediately, paying particular attention
to the column indicating your total holdings of Emerson Electric Co.
common stock, and notify Tim at (314) 553-3822 or by return e-mail by
10:00 a.m. CST on February 4, 2010 that you agree with the information on
the Form 4 or indicating any changes you believe may be
required. Upon receipt of your consent to file the Form 4, we
will file the Form 4 electronically as required by the Securities and
Exchange Commission.
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B.
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SEC
Trading Constraints
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Under
SEC rules this grant is an exempt transaction under SEC Rule 16(b) and
will not be matchable against other
transactions.
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9