Exhibit 10(c)
Amendment No. 1 to 1991 Stock Option Plan
Corrected Amendment
AMENDMENT NO. 1 TO THE
EMERSON ELECTRIC CO.
1991 STOCK OPTION PLAN
AS AMENDED AND RESTATED
EFFECTIVE OCTOBER 1, 1997
WHEREAS, Emerson Electric Co. (the "Company") previously
adopted the Emerson Electric Co. 1991 Stock Option Plan, as amended and
restated effective October 1, 1997 (the "Plan"); and
WHEREAS, pursuant to Section 17 of the Plan, the Compensation
and Human Resources Committee (the "Committee") of the Board of Directors of
the Company was given the authority, subject to specified limitations, to amend
the Plan; and
WHEREAS, the Committee has approved and authorized Amendment
No. 1 to the Plan;
NOW, THEREFORE, effective as of October 2, 1990, the Plan is
amended as follows:
The title and text of Section 10 of the Plan are deleted and
in their place is substituted the following:
1. Section 10 of the Plan is amended in its entirety as follows:
10. Termination of Employment.
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Any option issued hereunder must be exercised prior to the
optionee's termination of employment with the Company, a subsidiary or a joint
venture, except that if the employment of an optionee terminates with the
consent and approval of the optionee's employer, the Committee in its absolute
discretion may permit the optionee to exercise the option, to the extent that
the optionee was entitled to exercise it at the date of such termination of
employment, at any time within three (3) months after such termination, but not
after ten (10) years from the date of the granting thereof. In addition, in the
event the Company, a subsidiary or an affiliate divests itself of all its
interest in a subsidiary or an affiliate, all outstanding options held by an
optionee employed by such divested subsidiary or affiliate may be exercised by
such optionee at any time within three (3) months after such divestiture, but
not after ten (10) years from the date on which such options were granted. In
addition, notwithstanding anything to the contrary herein, all outstanding
options granted on or after October 1, 1997, to an optionee who terminates
employment on account of retirement (as determined by the Committee) shall be
fully exercisable at any time within five (5) years after such retirement, but
not after ten (10) years from the date on which such options were granted. If
an optionee terminates employment on account of disability, the optionee may
exercise such option, to the extent the optionee was entitled to exercise it at
the date of such termination, at any time within one (1) year of the
termination of employment but not after ten (10) years from the date of the
granting thereof. For this purpose, a person shall be deemed to be disabled if
he or she is permanently and totally disabled within the meaning of Section
422(c)(6) of the Code, which, as of the date hereof, means that he or she is
unable to engage in any substantial gainful activity by reason of any medically
determined physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a period of not less
than twelve (12) months. A person shall be considered disabled only if he or
she furnishes such proof of disability as the Committee may require. Options
granted under the Plan shall not be affected by any change of employment so
long as the optionee continues to be an employee of the Company or a subsidiary
thereof or, in the case of SAR's or options which are not Incentive Stock
Options, a joint venture of the Company. The option agreements may contain
such provisions as the Committee shall approve with reference to the effect of
approved leaves of absence. Nothing in the Plan or in any option granted
pursuant to the Plan shall confer on any individual any right to continue in
the employ of the Company or any subsidiary or joint venture or interfere in
any way with the right of the Company or any subsidiary or joint venture
thereof to terminate his or her employment at any time.
2. Section 11 of the Plan is amended in its entirety as follows:
11. Death.
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In the event of the death of an optionee under the Plan while
he or she is employed by the Company (or a subsidiary or joint venture), the
options held by the optionee at death shall become fully vested immediately and
may be exercised by a legatee or legatees under the optionee's last will, or by
personal representatives or distributees, at any time within a period of one (1)
year after death, but not after ten (10) years from the date of granting
thereof. In the event of the death of an optionee within three months after
termination of employment (or one (1) year in the case of the termination of
employment of an optionee who is disabled as above provided or five (5) years
in the case of termination of employment on account of retirement (only with
respect to options granted on or after October 1, 1997 as provided in paragraph
10 above)) the option theretofore granted may be exercised, to the extent
exercisable at the date of death, by a legatee or legatees under the optionee's
last will, or by personal representatives or distributees, at any time within a
period of one (1) year after death, but not after ten (10) years from the date
of granting thereof.
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The foregoing is the full text of Amendment No. 1 to the
Emerson Electric Co. 1991 Stock Option Plan as amended and restated effective
October 1, 1997, as approved and authorized by the Compensation and Human
Resources Committee of the Board of Directors of Emerson Electric Co. on June
27, 2000.