Exhibit 10(h)
FIRST AMENDMENT TO THE
EMERSON ELECTRIC CO.
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
WHEREAS, Emerson Electric Co. previously adopted the
Emerson Electric Co. Supplemental Executive Retirement Plan to provide for the
payment of a competitive retirement income and thereby attract and retain
selected executives; and
WHEREAS, Emerson Electric Co. desires to amend the
Supplemental Executive Retirement Plan effective October 4, 1999;
NOW, THEREFORE, effective as of October 4, 1999, the
Emerson Electric Co. Supplemental Executive Retirement Plan is amended to read
as follows:
SECTION I
DEFINITIONS
A. "Beneficiary" means the Beneficiary designated by the
Participant to receive a death benefit under the Plan.
B. "Change of Control" means any of the following: (a) 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
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 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; (b) individuals who,
as of the date hereof, constitute the Incumbent Board cease for any reason to
constitute at least the majority of the Board of Directors of the Company,
provided that any person who becomes a director subsequent to the date hereof
whose election or nomination for election by the Company's stockholders 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
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 (c) approval by the stockholders of the Company of 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, or of a
liquidation or dissolution of the Company or of the sale of all or
substantially all of the assets of the Company.
C. "Code" means the Internal Revenue Code of 1986, as amended.
D. "Committee" means the Compensation and Human Resources
Committee of the Board of Directors of the Company.
E. "Company" means Emerson Electric Co., a Missouri corporation.
F. "Employee" means an Employee of an Employer.
G. "Employer" means the Company and any of its subsidiaries or
affiliates which has, with the consent of the Board of Directors of the
Company, adopted the Plan.
H. "Employment" means employment with an Employer.
I. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
J. "Incumbent Board" means the individuals who, as of the date
of adoption of this Plan, constitute the Board of Directors of the Company.
K. "Normal Retirement Benefit" means the normal retirement
benefit to which a Participant is entitled under Section 5-1 of Appendix 10 of
the Retirement Plan, computed without regard to the limitations of Section 18.6
of the Retirement Plan and without regard to the limitation on the amount of
compensation which may be taken into account under Section 401(a)(17) of the
Code and by adding to compensation for each calendar year the amount which
the Participant elected to defer under the Supplemental Executive Savings
Investment Plan for such year.
L. "Normal Retirement Benefit Under the Retirement Plan" means
the Normal Retirement Benefit to which a Participant is entitled under Section
5-1 of Appendix 10 of the Retirement Plan as limited by Section 18.6 of the
Retirement Plan and by the amount of compensation which may be taken into
account under Section 401(a)(17) of the Code.
M. "Participant" means an Employee eligible to participate in
the Plan pursuant to Section II.
N. "Plan" means this Emerson Electric Co. Supplemental Executive
Retirement Plan.
O. "Retirement Plan" means the Emerson Electric Co. Retirement
Plan.
P. "Surviving Spouse" means the surviving spouse of a deceased
Participant to whom such Participant had been married for at least one full
year as of the date of the Participant's death.
Q. "Survivor Benefit" means a monthly benefit for the life of
the Surviving Spouse equal to 50% of the monthly benefit to which the
Participant would be entitled computed as if the Participant commenced
receiving benefits on the date of his death in the form of a straight life
annuity of equivalent actuarial value to the benefit accrued under Section III-
A using the same actuarial assumptions as are used in computing equivalent
actuarial values under the Retirement Plan.
SECTION II
ELIGIBILITY
Participation in the Plan shall be limited to those Employees whom
the Committee selects by written notice to the Participant.
SECTION III
BENEFITS
A. A Participant who terminates Employment with a vested benefit
under the Retirement Plan shall receive a monthly benefit under the Plan which,
when expressed as a straight life annuity with sixty monthly payments
guaranteed, is equal to his Normal Retirement Benefit reduced by his Normal
Retirement Benefit Under the Retirement Plan.
B. Notwithstanding Section III-A the Committee, in its
discretion, may direct that a different level of benefit shall be payable to
any Participant.
SECTION IV
TIME AND FORM OF PAYMENTS
A. Except as otherwise provided in Section VI, the benefit
payable under Section III shall commence on the first day of the month
coincident with or next following the later of (a) the date the Participant
attains age 65 or (b) the date the Participant terminates Employment. The
benefit shall be payable for the life of the Participant with sixty monthly
payments guaranteed. If the Participant dies prior to receiving sixty monthly
payments, the unpaid installments shall be paid to his Beneficiary.
B. Notwithstanding Section IV-A, the Committee may, in its
discretion, direct that a benefit, of equivalent actuarial value to the benefit
described in Section III-A (or of another value established by the Committee
under Section III-B), shall be payable to any Participant in such form and
payable at such times as the Committee shall determine. All equivalent
actuarial values shall be determined by using the same actuarial assumptions as
are used in computing equivalent actuarial values under the Retirement Plan.
SECTION V
PRE-RETIREMENT DEATH BENEFIT
If a Participant dies in Employment leaving a Surviving Spouse, such
Spouse shall receive the Survivor Benefit.
SECTION VI
CHANGE OF CONTROL
Notwithstanding anything else contained in the Plan, in the event of
a Change of Control, all accrual of benefits under this Plan shall cease and
each Participant shall become fully vested in his accrued benefits as of the
date of the Change of Control, even if he is not fully vested under the
Retirement Plan. Each Participant shall be paid, at the Participant's
election, (a) upon the Change of Control or (b) upon the Participant's
termination of Employment occurring after the Change of Control. If the
Participant elects to receive payment upon the Change of Control, payment shall
be made in the form of a lump sum distribution which is the actuarial
equivalent of such accrued benefits (using the same actuarial assumptions as
are used in computing equivalent actuarial values under the Retirement Plan).
If the Participant elects to receive payment upon the termination of
Employment occurring after the Change of Control, the Participant shall make an
additional election to receive payment in the form of either a lump sum
distribution or the form of benefit provided under Section IV. At the
commencement of participation in the Plan, each Participant shall make an
irrevocable election as to the timing and form of any payments due under this
Section VI.
SECTION VII
FORFEITURE OF BENEFITS
If any Participant entitled to a benefit under the Plan is discharged
for cause, or enters into competition with the Company, or interferes with the
relations between the Company and any customer, or engages in any activity that
would result in any decrease of, or loss in, sales by the Company, the rights
of such Participant to a benefit under the Plan, including the rights of a
Surviving Spouse to a benefit, will be forfeited, unless the Committee
determines that such activity is not detrimental to the best interests of the
Company. However, if the individual ceases such activity and notifies the
Committee of this action, then the Participant's right to receive a benefit,
and any right of a Surviving Spouse to a benefit, may be restored within 60
days of said notification, unless the Committee in its sole discretion
determines that the prior activity has caused serious injury to the Company,
which determination shall be final and conclusive.
SECTION VIII
ADMINISTRATION AND CLAIMS PROCEDURE
A. The Committee shall construe, interpret and administer all
provisions of the Plan and a decision of a majority of the members of the
Committee shall govern.
B. A decision of the Committee may be made by a written document
signed by a majority of the members of the Committee or by a meeting of the
Committee. The Committee may authorize any of its members to sign documents or
papers on its behalf.
C. The Committee may appoint such agents, who need not be
members of the Committee, as it may deem necessary for the effective exercise
of its duties, and may, to the extent not inconsistent herewith, delegate to
such agents any powers and duties, both ministerial and discretionary, as the
Committee may deem expedient and appropriate.
D. No member of the Committee shall make any decision or take any
action covering exclusively his own benefits under the Plan, but all such
matters shall be decided by a majority of the remaining members of the
Committee or, in the event of inability to obtain a majority, by the Board of
Directors of the Company.
E. A Participant who believes that he is being denied a benefit
to which he is entitled (hereinafter referred to as "Claimant") may file a
written request for such benefit with the Committee setting forth his claim.
The request must be addressed to: Compensation and Human Resources Committee,
Emerson Electric Co., 8000 West Florissant, St. Louis, Missouri 63136.
F. Upon receipt of a claim the Committee shall advise the
Claimant that a reply will be forthcoming within 90 days and shall in fact
deliver such reply in writing within such period. The Committee may, however,
extend the reply period for an additional 90 days for reasonable cause. If the
claim is denied in whole or in part, the Committee will adopt a written opinion
using language calculated to be understood by the Claimant setting forth:
1. the specific reason or reasons for denial,
2. the specific references to pertinent Plan provisions on
which the denial is based,
3. a description of any additional material or information
necessary for the Claimant to perfect the claim and an explanation
why such material or such information is necessary,
4. appropriate information as to the steps to be taken if
the Claimant wishes to submit the claim for review, and
5. the time limits for requesting a review under Subsection
G and for the review under Subsection H.
G. Within sixty days after the receipt by the Claimant of the
written opinion described above, the Claimant may request in writing that the
Chief Executive Officer of the Company review the determination of the
Committee. Such request must be addressed to: Chief Executive Officer, Emerson
Electric Co., 8000 West Florissant, St. Louis, Missouri 63136. The Claimant or
his duly authorized representative may, but need not, review the pertinent
documents and submit issues and comments in writing for consideration by the
Chief Executive Officer. If the Claimant does not request a review of the
Committee's determination by the Chief Executive Officer within such sixty-day
period, he shall be barred and estopped from challenging the Committee's
determination.
H. Within sixty days after the Chief Executive Officer's receipt
of a request for review, he will review the Committee's determination. After
considering all materials presented by the Claimant, the Chief Executive
Officer will render a written opinion, written in a manner calculated to be
understood by the Claimant, setting forth the specific reasons for the decision
and containing specific references to the pertinent Plan provisions on which
the decision is based. If special circumstances require that the sixty-day time
period be extended, the Chief Executive Officer will so notify the Claimant and
will render the decision as soon as possible but not later than 120 days after
receipt of the request for review.
SECTION IX
MISCELLANEOUS
A. Plan Year. The Plan Year shall be the calendar year.
B. Spendthrift. No Participant or beneficiary shall have the
right to assign, transfer, encumber or otherwise subject to lien any of the
benefits payable or to be payable under this Plan.
C. Incapacity. If, in the opinion of the Committee, a person to
whom a benefit is payable is unable to care for his affairs because of illness,
accident or any other reason, any payment due the person, unless prior claim
therefor shall have been made by a duly qualified guardian or other duly
appointed and qualified representative of such person, may be paid to some
member of the person's family, or to some party who, in the opinion of the
Committee, has incurred expense for such person. Any such payment shall be a
payment for the account of such person and shall be a complete discharge of any
liability.
D. Employee Rights. The Employer, in adopting this Plan, shall
not be held to create or vest in any Employee or any other person any benefits
other than the benefits specifically provided herein, or to confer upon any
Employee the right to remain in the service of the Employer.
E. Service of Process and Plan Administrator.
1. The Vice President-Law of the Company shall be the agent
for service of legal process.
2. The Company shall constitute the Plan Administrator.
F. Unfunded Plan. The Plan shall be unfunded. All payments to a
Participant under the Plan shall be made from the general assets of the
Employer. The rights of any Participant to payment shall be those of an
unsecured general creditor of the Company.
G. Company Rights. The Company reserves the right to amend or
terminate the Plan. Each Employer may terminate its participation in the Plan
at any time.
H. Reemployment. If a Participant is receiving benefits under
the Plan and is re-employed by an Employer, benefits shall cease until he is no
longer employed by an Employer.
I. Governing Law. The Plan shall be governed and construed
according to the laws of the State of Missouri.
IN WITNESS WHEREOF, Emerson Electric Co. has caused this
Amendment to be executed by one of its duly authorized officers this 4th day
of October, 1999.
EMERSON ELECTRIC CO.
By /s/ J. A. Harmon
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Senior Vice President
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