EXHIBIT 10.10
THIRD AMENDMENT
TO
COOPER INDUSTRIES, INC.
MANAGEMENT INCENTIVE COMPENSATION DEFERRAL PLAN
WHEREAS, Cooper Industries, Inc. (hereinafter referred to as the
"Company") maintains the Cooper Industries, Inc. Management Incentive
Compensation Deferral Plan, as amended (hereinafter referred to as the "Plan");
and
WHEREAS, the Company desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan is hereby amended, effective as of August 30,
2001, as follows:
1. Section 5(f) is hereby amended in its entirety to read as
follows:
(f) Change in Control
(1) Deferral. In connection with a Change in
Control (as defined in Section 9 of the Plan), the Committee
may permit Participants to change a prior deferral election
with respect to amounts deferred pursuant to the Plan, under
such administrative policies as the Committee may establish
under the Plan, which policies shall not be inconsistent with
the provisions of the Plan.
(2) Payment. In the absence of a timely
redeferral election by a Participant, the Company shall,
within 10 days after the occurrence of a Change in Control,
make, or cause to be made, a lump sum cash payment to the
Participant with respect to all remaining Deferred
Compensation then credited to such Participant's Plan Account.
(3) Definitions. For purposes of this Plan, a
"Change in Control" shall be deemed to have occurred if the
event set forth in any one of the following paragraphs shall
have occurred:
(i) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person
any securities acquired directly from the Company or its
Affiliates) representing 25% or more of the combined voting
power of the Company's then outstanding securities, excluding
any Person who becomes such a Beneficial Owner in connection
with a transaction described in clause (i) of paragraph (3)
below; or
(ii) the following individuals cease for any reason
to constitute a majority of the number of directors then
serving:
individuals who, on August 30, 2001, constitute the Board and
any new director (other than a director whose initial
assumption of office is in connection with an actual or
threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or
nomination for election by the Company's shareholders was
approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were
directors on August 30, 2001 or whose appointment, election or
nomination for election was previously so approved or
recommended; or
(iii) there is consummated a merger or consolidation
of the Company or any direct or indirect subsidiary of the
Company with any other corporation, other than (i) a merger or
consolidation which results in the directors of the Company
immediately prior to such merger or consolidation continuing
to constitute at least a majority of the board of directors of
the Company, the surviving entity or any parent thereof, or
(ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in
which no Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company (not including in
the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its
Affiliates) representing 25% or more of the combined voting
power of the Company's then outstanding securities; or
(iv) the shareholders of the Company approve a plan
of complete liquidation or dissolution of the Company or there
is consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets,
other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity, at
least 60% of the combined voting power of the voting
securities of which are owned by shareholders of the Company
in substantially the same proportions as their ownership of
the Company immediately prior to such sale.
For purposes of this paragraph (3) "Affiliate" shall have the
meaning set forth in Rule 12b-2 promulgated under Section 12
of the Exchange Act; "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended from time to time;
"Beneficial Owner" shall have the meaning set forth in Rule
13d-3 under the Exchange Act; and "Person" shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the
Company or any of its Subsidiaries, (iii) an underwriter
temporarily holding securities pursuant to an offering of such
securities, (iv) a corporation owned, directly or indirectly,
by the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company or (v)
any individual, entity or group whose ownership of securities
of the Company is reported on Schedule 13G pursuant to Rule
13d-1 promulgated under the Exchange Act (but only for so long
as such ownership is so reported).
2. Section 9 of the Plan is hereby amended in its entirety to
read as follows:
9. Effective Date, Amendment and Termination of the Plan
The Plan shall be effective as of January 1, 1980.
The Committee or the Board of Directors of the Company may amend,
modify, suspend or terminate (individually or in the aggregate, a
"Change") this Plan for any purpose except that: (i) neither the
Committee nor the Board of Directors of the Company shall make any
Change which would impair the rights of a Participant with respect to
Deferred Compensation theretofore credited to that Participant's Plan
Account; and (ii) following a Change in Control (as hereinafter
defined), the terms and conditions of deferrals under the Plan may not
be changed to the detriment of any Participant without such
Participant's written consent. If not sooner terminated under the
provisions of this Section 9, the Plan shall terminate as of the date
on which all Deferred Compensation theretofore credited to Plan
Accounts has been paid.
Executed this 30th day of August, 2001.
COOPER INDUSTRIES, INC.
By /s/ David R. Sheil
--------------------------------
Title: Senior Vice President,
Human Resources
FOURTH AMENDMENT
TO THE COOPER INDUSTRIES, INC.
MANAGEMENT INCENTIVE COMPENSATION DEFERRAL PLAN
WHEREAS, Cooper Industries, Inc. (hereinafter referred to as the
"Company") maintains the Cooper Industries, Inc. Management Incentive
Compensation Deferral Plan, as amended (hereinafter referred to as the "Plan");
and
WHEREAS, the Company desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan is hereby amended, effective as of November 3,
2003, as follows:
1. The first sentence of Section 3(d) is hereby amended to read
as follows:
"Subject to Paragraph 5(j), payment of the Deferred
Compensation for an Award Year shall be made or shall commence
on March 1 of the calendar year next following the Award Year
(the "Designated Date") or on an anniversary of the Designated
Date (the Designated Date and any anniversary thereof is
sometimes referred to as a "Designated Date Anniversary")."
2. Section 5(h) of the Plan is hereby amended to read as follows:
"(h) No Forfeiture of Deferred Compensation. Subject to
Paragraph 5(j), Deferred Compensation credited to a
Participant's Plan Account shall, in all cases, be
nonforfeitable."
3. Section 5(j) of the Plan shall be added as follows:
"(j) Early Distribution. A Participant may at any time
request early distribution of all of the Participant's Plan
Account by writing to the Company.
(1) Distribution Amount. Early distribution is
available only with respect to a Participant's entire Plan
Account balance, and not with respect to any fraction thereof.
The amount of such distribution (the "Distribution Amount")
shall be equal to 90% of the Participant's Plan Account
balance on the date of the request, including interest accrued
from the most recent Designated Date Anniversary to the last
day of the month preceding the request. Such interest shall be
calculated at an interest rate equal to the average quarterly
J. P. Morgan Chase prime rate for the four (4) quarters
preceding the request.
(2) Procedure. The procedure for early
distribution is as follows:
(i) The Participant submits to the Committee's
designated representative a written request for early
distribution in which the Participant acknowledges and
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agrees that as a result of such early distribution request the
Participant forfeits 10% of such Participant's Plan Account
balance on the date of such request.
(ii) Upon receipt of such request, the Committee's
designated representative will within ten (10) business days
notify the Participant in writing of the Distribution Amount
and the amount forfeited by the Participant as a result of the
early distribution, and instruct the Participant to submit a
final written request for the Distribution Amount.
(iii) The early distribution of the Distribution
Amount, less any applicable taxes, shall be made within ten
(10) days of receipt of such final request by the Committee's
designated representative"
Executed this 3rd day of November, 2003.
COOPER INDUSTRIES, INC.
/s/ David R. Sheil
------------------------------
David R. Sheil
Senior Vice President, Human Resources
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