Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on October 1, 2018, Edward L. Monser retired as President from Emerson Electric Co. (the “Company”).
On October 2, 2018, the Company and Mr. Monser entered into a letter agreement in connection with his retirement. The letter agreement is summarized below and attached hereto as exhibit 10.1.
Under the letter agreement, Mr. Monser agrees, among other things: (i) not to compete with, or solicit to hire the employees of, the Company or any of its affiliates during a period of five years from his date of retirement; (ii) not to use or disclose any confidential information of the Company; (iii) to reaffirm allexisting non-compete, invention, non-disclosure and non-solicitation obligations he has to the Company and (iv) complywith non-disparagement obligations. Mr. Monser will also release and discharge the Company, its affiliates, and its and their respective directors, officers, employees and agents from any and all claims or liabilities of whatever nature and will remain subject to the Company’s clawback policy.
Mr. Monser will remain eligible to receive his 2018 annual bonus based on the Company’s financial performance for fiscal 2018. As permitted under the Company’s 2015 Incentive Shares Plan, Mr. Monser will remain eligible to receive a full payout of any earned awards under the 2016 and 2017 performance shares programs, subject to the Company’s achievement of the performance objectives, to be paid at the times provided for under the programs. Mr. Monser has agreed to remain available for consulting on an as needed basis. In consideration for his availability, Mr. Monser may receive up to a 50% pro rata earned payout of the performance shares awarded to him under the Company’s 2018 performance shares program, subject to the Company’s achievement of the performance objectives under the program, which amount will be determined and paid at the times provided for under the 2018 program. Pursuant to the Company’s Stock Option Plans, all of Mr. Monser’s vested options will remain exercisable for five years following his Retirement Date, but no longer than the original term of each option. As permitted under the Company’s Incentive Shares Plans, Mr. Monser’s restricted stock awards will continue to vest according to their terms and be payable on the vesting date of such awards.
Mr. Monser will be eligible to receive monthly pension benefits earned under the Company’s qualified andnon-qualified pension plans, pursuant to the terms and conditions of, and to be paid in the manner and at the times set forth in, such plans. Mr. Monser will be eligible to receive distributions from the Company’s qualifiedand non-qualified 401(k) retirement savings plans, as provided under those plans.
If Mr. Monser violates any of his obligations to the Company under the letter agreement, he will forfeit all payments to be made or benefits provided under the letter agreement, and will repay to the Company, as liquidateddamages, one-half of the economic value of all benefits provided to him under the letter agreement prior to the date of breach.
Also as previously reported, effective October 1, 2018, Michael H. Train, 56, was promoted to President of Emerson Electric Co., following the retirement of Mr. Monser. In connection with his promotion, on October 2, 2018, Mr. Train’s base salary was increased to $650,000.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
