Exhibit 10.16
AMETEK, INC. RETIREMENT PLAN FOR DIRECTORS
WHEREAS, Ametek, Inc. (the "Company") desires, as an inducement for the
continued service of certain current and future Directors of the Company, as
well as to reward certain former Directors of the Company, to provide such
Directors with retirement benefits; and
WHEREAS, in order to effectuate this purpose, the Company wishes to
establish a plan for the benefit of eligible Directors;
NOW, THEREFORE, the Company hereby establishes the AMETEK, INC. RETIREMENT
PLAN FOR DIRECTORS (the "Plan").
1. Definitions. Wherever they appear in the Plan, the following words and
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phrases shall have the meanings set forth below unless the context clearly
requires otherwise:
(a) "Annual Fees" shall mean the fees and other remuneration paid to a
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Member in consideration for attending either regularly scheduled or special
meetings of the Board of Directors of the Company and any committees thereof.
The term "Annual Fees" shall not include any amounts received as reimbursement
of expenses incurred by a Member or any amounts received from the Company for
rendering services to the Company in a capacity other than as a Member of the
Board.
(b) "Member" shall mean a member of the Company's Board of Directors other
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than an individual who is, or has been, covered by the Employees' Retirement
Plan of Ametek, Inc., and who has accrued or received benefits under such plan.
(c) "Participant" shall mean a Member who has satisfied the eligibility
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requirements of Section 2 hereof.
(d) "Plan" shall mean the AMETEK, INC. RETIREMENT PLAN FOR DIRECTORS as
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embodied herein and as amended from time to time.
(e) "Year of Service". For purposes of determining a Member's initial
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eligibility to participate in the Plan and the amount of the Participant's
benefit under Section 3 hereof, a Participant shall be credited with a Year of
Service for each consecutive twelve-month period following the earlier of the
date of his election to the Board of Directors of the Company or his appointment
or election as an officer of the Company, and each anniversary thereof, during
which the Participant serves or has served as either a Member of the Board of
Directors of the Company or as an officer of the Company who is not covered by,
or is not accruing benefits under, the Employees' Retirement Plan of Ametek,
Inc. Notwithstanding the foregoing, a Participant shall not be credited with
more than one Year of Service for any one calendar year, notwithstanding the
fact that he serves as both a Member of the Board and as an officer of the
Company during such year.
2. Eligibility. A Member shall be a Participant in the Plan if he has
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completed three (3) Years of Service.
3. Amount of Benefit. The amount of the Participant's monthly benefit
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under the Plan shall equal one-twelfth (1/12) of the greater of:
(a) 100 percent (100%) of the Annual Fees paid to the Participant during
the last complete calendar year preceding his cessation of services as a Member;
or
(b) $25,000.
Notwithstanding the foregoing, a Participant's monthly benefit shall be
reduced one-tenth (1/10) for each Year of Service less than ten (10).
4. Payment of Benefit. (a) Payment of a Participant's monthly benefit
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shall commence as of the first day of the month coincident with or next
following the later of the date on which the Participant ceases to serve as a
Director of the Company or his 60th birthday. If the Participant is not married
as of the date his payments are scheduled to commence, his benefit shall be paid
to him for his life only, with no benefits payable upon his death. If the
Participant is married on the date his payments are scheduled to commence, he
may elect that his benefit be paid to him in the form of a joint and 50%
survivor annuity. Under a joint and 50% survivor annuity, the Participant will
receive a reduced monthly benefit and upon his death, his spouse, if then alive,
shall receive a monthly benefit for the remainder of her lifetime, in an amount
equal to fifty percent (50%) of the monthly benefit payable during their joint
lives. The amount of the joint and 50% survivor annuity shall be the actuarial
equivalent of the single life annuity to which the Participant would otherwise
be entitled under this Section 4, and shall be determined by an actuary selected
by the Company, on the basis of the actuarial assumptions then being used for
the purpose of determining actuarial equivalence under the Employees' Retirement
Plan of Ametek, Inc. A Participant's election to receive his benefits as a
joint and 50% survivor annuity may be made, or revoked, on a form prescribed by
the Company, at any time prior to the date such benefits are to commence. Such
an election shall be (i) automatically revoked at the time the Participant's
benefits are to commence, if, at that time, the Participant is unmarried; or
(ii) irrevocable at the time the Participant's benefits are to commence if, at
that time, the Participant is married.
(b) In the event that a Participant dies after he has attained age 55 and
completed 10 Years of Service but before payment of his benefits has commenced,
and the Participant was married on the date of his death, his surviving spouse
shall receive a monthly benefit for the remainder of her lifetime equal to the
benefit the surviving spouse would have received if payment of the Participant's
benefit had commenced on the day before his death in the form of a joint and 50%
survivor annuity pursuant to Section 4(a) of the Plan. If a Participant dies
(i) prior to attaining age 55 and completing 10 Years of Service; (ii) who was
not married on the date of his death or, (iii) after payment of his benefits has
commenced, and such benefits are being paid for his life only, all benefit
payments shall cease and no death or additional benefits shall be provided under
the Plan.
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5. Funding. Nothing in the Plan or otherwise shall be construed as
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obligating the Company to establish a trust fund or otherwise set aside or
designate any Company funds for the purpose of providing a benefit for which it
becomes obligated by having established the Plan. Any obligation of the Company
arising from the Plan shall be satisfied exclusively from the general assets of
the Company and neither the Participant nor his surviving spouse shall have any
rights under the terms of the Plan greater (or lesser) than the rights of a
creditor of the Company.
6. Non-Assignability. No benefit payable under the Plan shall be subject
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in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and in the event of any attempt to so anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge any benefit under
this Plan, payments of such benefit, in the discretion of the Board, shall
terminate and in such event, the Board shall hold or apply the same to or for
the benefit of such Participant or such other person entitled to the benefit,
his spouse, children, parents or other dependents, or any of them, in such
manner and in such proportion as the Board may deem appropriate.
7. Amendment and Termination. The Company reserves the right to amend or
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terminate this Plan at any time so as not to admit new Members, it being
understood that neither the termination of the Plan nor any amendment thereto
shall diminish the rights of any individual who, at the date of such amendment
or termination, is a Participant or former Participant or the rights of the
spouse of such Participant or former Participant, and with respect to such
Participant or former Participant, or his spouse, the provisions of the Plan
shall continue in full force and effect notwithstanding such amendment or
termination.
8. Forfeiture for Cause. Notwithstanding any other provision of the Plan
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to the contrary, if a Participant engages in conduct directed against the
Company which could have a substantial adverse effect upon the Company's
business, then, upon written notice to the Participant, (or to his surviving
spouse if the Participant has died) his right and the right of his spouse to
receive benefits under the Plan shall be forfeited, and any and all obligations
of the Company hereunder shall cease.
9. Miscellaneous. (a) If for any reason arising in connection with the
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Plan the Company shall be required to withhold amounts under applicable federal,
state or local tax laws, rules or regulations, the Company shall be entitled to
deduct and withhold such amounts from any cash payment, whether made pursuant to
the Plan or otherwise, to be made by the Company to the person with respect to
whom such withholding arises.
(b) The Plan shall inure to the benefit of, and be binding upon, the
Company, and its successors and assigns, including any company into, or with,
which the Company may be merged or consolidated, and shall inure to the benefit
of, and be binding upon, the Member and his heirs, executors, administrators,
and legal representatives.
(c) This Plan shall be subject to, and construed in accordance with, the
laws of the State of New York, without giving effect to principles of
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conflicts of law.
10. Effective Date. This Plan shall be effective with respect to those
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individuals who are, or become, Members on or after January 1, 1983, and shall
also be effective, as of April 1, 1983, with respect to W. Joseph Straus, a
former Member who ceased to serve as a Director of the Company.
IN WITNESS WHEREOF, the Company has executed this agreement on this, the
28th day of April, 1983.
AMETEK, INC.
By: /s/ John H. Lux
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John H. Lux, Chairman of the Board
By: /s/ Robert L. Noland
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Robert L. Noland, President
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