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EXHIBIT 4.1
2001 STOCK PLAN
FOR OFFICERS OF IDEX CORPORATION
IDEX Corporation, a Delaware corporation (the "Company"), by
resolution of its Board of Directors, on January 23, 2001 approved the 2001
Stock Plan for Officers of IDEX Corporation (the "Original Plan"), subject to
approval of the Company's shareholders. The purposes of this Plan are as
follows:
(1) To further the growth, development and financial success of
the Company by providing additional incentives to certain of its Officers who
have been or will be given responsibility for the management or administration
of the Company's business affairs, by assisting them to become owners of the
Company's Common Stock and thus to benefit directly from its growth, development
and financial success.
(2) To enable the Company to obtain and retain the services of
the type of managerial employees considered essential to the long-range success
of the Company by providing and offering them an opportunity to become owners of
the Company's Common Stock under options and/or deferred compensation awards
(pursuant to this Plan and any Deferred Compensation Plans that permit deferrals
into accounts distributable in Common Stock after the deferral period).
ARTICLE I.
DEFINITIONS
Whenever the following terms are used in this Plan, they shall
have the meaning specified below unless the context clearly indicates to the
contrary. The singular shall include the plural, where the context so indicates.
Section 1.1 - Board
"Board" shall mean the Board of Directors of the Company.
Section 1.2 - Change in Control
"Change in Control" shall mean the occurrence of (a) any
transaction or series of transactions which within a 12-month period constitute
a change of management or control where (i) at least 51 percent of the then
outstanding shares of Common Stock are (for cash, property (including, without
limitation, stock in any corporation), or indebtedness, or any combination
thereof) redeemed by the Company or purchased by any person(s), firm(s) or
entity(ies), or exchanged for shares in any other corporation whether or not
affiliated with the Company, or any combination of such redemption, purchase or
exchange, or (ii) at least 51 percent of the Company's assets are purchased by
any person(s), firm(s) or entity(ies) whether or not affiliated with the Company
for cash, property (including, without limitation, stock in any corporation) or
indebtedness or any combination thereof, or (iii) the Company is merged or
consolidated with another corporation regardless of whether the Company is the
survivor (except any such transaction solely for the purpose of changing the
Company's domicile or which does
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not change the ultimate beneficial ownership of the equity interests in the
Company), or (b) any substantial equivalent of any such redemption, purchase,
exchange, change, transaction or series of transactions, acquisition, merger or
consolidation constituting such a change of management or control. For purposes
hereof, the term "control" shall have the meaning ascribed thereto under the
Exchange Act and the regulations thereunder, and the term "management" shall
mean the chief executive officer of the Company. For purposes of clause (a)(ii)
above or as appropriate for purposes of clause (b) above, the Company shall be
deemed to include on a consolidated basis all subsidiaries and other affiliated
corporations or other entities with the same effect as if they were divisions.
Section 1.3 - Code
"Code" shall mean the Internal Revenue Code of 1986, as amended.
Section 1.4 - Committee
"Committee" shall mean the Compensation Committee of the Board,
appointed as provided in Section 7.1.
Section 1.5 - Common Stock
"Common Stock" shall mean the common stock, par value $.01 per
share, of the Company.
Section 1.6 - Company
"Company" shall mean IDEX Corporation.
Section 1.7 - Deferral Date
"Deferral Date" shall mean, in connection with any Deferred
Compensation Unit, the date on which any deferred compensation with respect
thereto would have been paid if no deferral election had been made.
Section 1.8 - Deferred Compensation Plans
"Deferred Compensation Plans" shall mean any deferred
compensation plan adopted by the Company or any Parent Corporation or any
Subsidiary that permits deferrals into accounts payable in Common Stock upon
distribution thereof and in which any Officer is eligible to participate.
Section 1.9 - Deferred Compensation Units
"Deferred Compensation Units" shall mean the right of a Grantee
to receive distributions of deferred compensation pursuant to any Deferred
Compensation Plan in the form of Common Stock after the deferral period,
determined in accordance with the terms of such
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Deferred Compensation Plan and Article VI of this Plan and based on the Fair
Market Value on the deferral date.
Section 1.10 - Director
"Director" shall mean a member of the Board.
Section 1.11 - Dividend Equivalents
"Dividend Equivalents" shall mean Deferred Compensation Units
equal to (i)(a) the cash dividend paid on one share of Common Stock, multiplied
by (b) the number of Deferred Compensation Units credited to the account of any
Grantee as of each applicable dividend record date, divided by (ii) the Fair
Market Value on the related dividend payment date.
Section 1.12 - Employee
"Employee" shall mean any employee (as defined in accordance with
the regulations and revenue rulings then applicable under Section 3401(c) of the
Code) of the Company, or of any corporation which is then a Parent Corporation
or a Subsidiary, whether such employee is so employed at the time this Plan is
adopted or becomes so employed subsequent to the adoption of this Plan.
Section 1.13 - Exchange Act
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
Section 1.14 - Fair Market Value
"Fair Market Value" of the Common Stock shall mean as of a given
date: (i) if Common Stock is traded on an exchange when the closing price of a
share of Common Stock as reported in the Wall Street Journal for the first
trading date immediate prior to such date during which a sale occurred; or (ii)
if Common Stock is not traded on an exchange but is quoted on NASDAQ or a
successor or other quotation system, (x) the last sales price (if the Common
Stock is then listed as a National Market Issue under the NASD National Market
System) or (y) the mean between the closing representative bid and asked prices
(in all other cases) for the Common Stock on the date immediately prior to such
date on which sales prices or bid and asked prices, as applicable, are reported
by NASDAQ or such successor quotation system; or (iii) if such Common Stock is
not publicly traded on an exchange and not quoted on NASDAQ or a successor
quotation system, the mean between the closing bid and asked prices for the
Common Stock on the day previous to such date, as determined in good faith by
the Committee; or (iv) if the Common Stock is not publicly traded, the fair
market value established by the Committee acting in good faith.
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Section 1.15 - Grantee
"Grantee" shall mean an Officer to whom Deferred Compensation
Units are awarded pursuant to this Plan.
Section 1.16 - Incentive Stock Option
"Incentive Stock Option" shall mean an Option which conforms to
the applicable provisions of Section 422 of the Code and which is designated as
an Incentive Stock Option by the Committee.
Section 1.17 - Non-Qualified Option
"Non-Qualified Option" shall mean an Option which is not
designated as an Incentive Stock Option by the Committee.
Section 1.18 - Officer
"Officer" shall mean an officer of the Company, as defined in
Rule 16a-l(f) under the Exchange Act, as such Rule may be amended in the future.
Section 1.19 - Option
"Option" shall mean a stock option granted under Article III of
this Plan. An Option granted under this Plan shall, as determined by the
Committee, be either a Non-Qualified Option or an Incentive Stock Option.
Section 1.20 - Optionee
"Optionee" shall mean an Employee to whom an Option is granted
under the Plan.
Section 1.21 - Parent Corporation
"Parent Corporation" shall mean any corporation in an unbroken
chain of corporations ending with the Company if each of the corporations other
than the Company then owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.
Section 1.22 - Permitted Transferee
"Permitted Transferee" shall mean (a) the spouse, children or
grandchildren of the Optionee ("Immediate Family"), (b) a trust for the benefit
of the Optionee or the Optionee's Immediate Family, or (c) a partnership,
limited liability corporation or other entity ("Entity") in which the Optionee
or the Optionee's Immediate Family are the only partners, members or holders of
interests.
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Section 1.23 - Plan
"Plan" shall mean this 2001 Stock Plan for Officers of IDEX
Corporation.
Section 1.24 - Retirement
"Retirement" shall mean termination of employment with the
Company upon reaching retirement age, or earlier, at the election of the
Officer, in accordance with the Company's policy on retirement.
Section 1.25 - Rule 16b-3
"Rule 16b-3" shall mean that certain Rule 16b-3 under the
Exchange Act, as such Rule may be amended in the future.
Section 1.26 - Secretary
"Secretary" shall mean the Secretary of the Company.
Section 1.27 - Securities Act
"Securities Act" shall mean the Securities Act of 1933, as
amended.
Section 1.28 - Subsidiary
"Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
Section 1.29 - Termination of Employment
"Termination of Employment" shall mean (unless otherwise
specified in any applicable Deferred Compensation Plan) the time (which in the
absence of any other determination by the Committee, shall be deemed to be the
last day actually worked by the Optionee or Grantee) when the employee-employer
relationship between the Optionee or Grantee and the Company, a Parent
Corporation or a Subsidiary is terminated for any reason, with or without cause,
including, but not by way of limitation, a termination by resignation,
discharge, death or Retirement, but excluding terminations where there is a
simultaneous reemployment by the Company, a Parent Corporation or a Subsidiary.
The Committee, in its absolute discretion, shall determine the effect of all
other matters and questions relating to Termination of Employment, including,
but not by way of limitation, the question of whether a Termination of
Employment resulted from a discharge for good cause, and all questions of
whether particular leaves of absence constitute Terminations of Employment;
provided, however, that, with respect to Incentive Stock Options, a leave of
absence shall constitute a Termination of Employment if, and to the extent that,
such leave of absence interrupts employment for the purposes of Section
422(a)(2) of the Code and the then applicable regulations and revenue rulings
under said Section.
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ARTICLE II.
GENERAL CONDITIONS
Section 2.1 - Shares Subject to Plan
The shares of stock subject to Options and awards of Deferred
Compensation Units shall be shares of the Common Stock. The aggregate number of
such shares which may be issued upon exercise of Options and distributed
pursuant to Deferred Compensation Units under the Plan shall not exceed 900,000
shares (of which no more than 300,000 shares may be issued pursuant to Deferred
Compensation Units). Furthermore, the maximum number of shares of Common Stock
which may be subject to Options granted or Deferred Compensation Units issued
under the Plan to any individual in any calendar year shall not exceed 600,000,
and the method of counting such shares shall conform to any requirements
applicable to performance-based compensation under Section 162(m) of the Code.
The shares of Common Stock issuable upon exercise of such Options or upon
distributions with respect to any such Deferred Compensation Units may be either
previously authorized and unissued shares or treasury shares.
Section 2.2 - Unexercised Options and Undistributed Shares
If any Option expires or is cancelled without having been fully
exercised, the number of shares subject to such Option but as to which such
Option was not exercised prior to its expiration or cancellation may again be
either optioned or awarded hereunder, subject to the limitations of Section 2.1.
Section 2.3 - Changes in Company's Shares
In the event that the outstanding shares of Common Stock of the
Company are hereafter changed into or exchanged for a different number or kind
of shares or other securities of the Company, or of another corporation, by
reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, stock dividend or combination of shares,
appropriate adjustments shall be made by the Committee in the number and kind of
shares for the purchase of which Options may be granted or which are
distributable pursuant to Deferred Compensation Units, including adjustments of
the limitations in Section 2.1 on the maximum number and kind of shares which
may be issued on exercise of Options and distributed with respect to Deferred
Compensation Units hereunder; provided, however, that in the case of Incentive
Stock Options, each such adjustment shall be made in such manner as not to
constitute a "modification" within the meaning of Section 424(h)(3) of the Code.
In the event of an adjustment contemplated by this Section 2.3 in any
outstanding Options or Deferred Compensation Units, the Committee shall make an
appropriate and equitable adjustment to the end that after such event the
proportionate interest of the Optionee (or other person then entitled to
exercise Options) or Grantee shall be maintained as before the occurrence of
such event. Such adjustment in any outstanding Options or Deferred Compensation
Units shall be made without change in the total price applicable to the Option
or the unexercised portion of the Option or the aggregate value of undistributed
Common Stock with respect to any Deferred Compensation Units (except for any
change in the aggregate price resulting from rounding-off of share quantities or
prices) and with any necessary corresponding adjustment in the Option price per
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share. In the event of a "spin-off" or other substantial distribution of assets
of the Company which has a material diminutive effect upon Fair Market Value,
the Committee may in its discretion make an appropriate and equitable adjustment
to the Option exercise price or the number of shares of Common Stock
distributable pursuant to Deferred Compensation Units to reflect such
diminution. Any such adjustment made by the Committee shall be final and binding
upon all Optionees or other persons then entitled to exercise Options, Grantees,
the Company and all other interested persons.
Notwithstanding the foregoing, in the event of such a
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, stock dividend or combination, or other adjustment or event which
results in shares of Common Stock being exchanged for or converted into cash,
securities or other property, the Company will have the right to terminate this
Plan as of the date of the exchange or conversion, in which case all Options and
Deferred Compensation Units under this Plan shall become the right to receive
such cash, securities or other property, net of any applicable exercise price.
Section 2.4 - Conditions to Issuance of Stock Certificates
The Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock purchased upon the
exercise of any Option or upon distribution pursuant to any Deferred
Compensation Units, or portion thereof, prior to fulfillment of all of the
following conditions:
(a) The admission of such shares to listing on all stock
exchanges on which the Common Stock is then listed; and
(b) The completion of any registration or other qualification of
such shares under any state or federal law or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental regulatory
body, which the Committee shall, in its absolute discretion, deem necessary or
advisable; and
(c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable; and
(d) The payment to the Company (or other employer corporation) of
all amounts which it is required to withhold under federal, state or local law
in connection with the exercise of the Option or upon distribution pursuant to
the Deferred Compensation Units; and
(e) The lapse of such reasonable period of time following the
exercise of the Option or the distribution pursuant to the Deferred Compensation
Units as the Committee may establish from time to time for reasons of
administrative convenience.
Section 2.5 - Merger, Consolidation, Acquisition, Liquidation or Dissolution
Notwithstanding any other provision of this Plan, in its absolute
discretion, and on such terms and conditions as it deems appropriate, the
Committee may provide by the terms of
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any Option that such Option cannot be exercised after a Change in Control or the
liquidation or dissolution of the Company (collectively, "Control Events"); and
if the Committee so provides, it may, in its absolute discretion, on such terms
and conditions as it deems appropriate, also provide, either by the terms of any
Option or by a resolution adopted prior to the occurrence of such Control Event,
that, for some period of time beginning prior to and ending as of (and
including) the time of such event, such Option shall be exercisable as to all
shares covered thereby, notwithstanding anything to the contrary in Section
4.3(a), Section 4.3(b) or any installment provisions of any Option. The
treatment of Deferred Compensation Units and the shares distributable with
respect to such Units upon the occurrence of any Control Event shall be governed
by the applicable Deferred Compensation Plan.
Section 2.6 - Rights as Shareholders
The holders of Options and Deferred Compensation Units shall not
be, nor have any of the rights or privileges of, shareholders of the Company in
respect of any shares purchasable upon the exercise of any part of an Option or
distributable pursuant to a Deferred Compensation Unit unless and until
certificates representing such shares have been issued by the Company to such
holders.
Section 2.7 - Transfer Restrictions
The Committee, in its absolute discretion, may impose such
restrictions on the transferability of the shares purchasable upon the exercise
of an Option or distribution pursuant to Deferred Compensation Units as it deems
appropriate. Any such restriction shall be set forth in the respective Stock
Option Agreement or award of Deferred Compensation Units and may be referred to
on the certificates evidencing such shares. The Committee will require an
Officer to give the Company prompt notice of any disposition of shares of Common
Stock acquired by exercise of an Incentive Stock Option within (i) two years
from the date of granting such Option to such Officer or (ii) one year after the
transfer of such shares to such Officer. The Committee may direct that the
certificates evidencing shares acquired by exercise of an Option refer to such
requirement to give prompt notice of disposition.
Section 2.8 - No Right to Continued Employment
Nothing in this Plan or in any Stock Option Agreement or Deferred
Compensation Plan shall confer upon any Optionee or Grantee any right to
continue in the employ of the Company, any Parent Corporation or any Subsidiary
or shall interfere with or restrict in any way the rights of the Company, its
Parent Corporation and its Subsidiaries, which are hereby expressly reserved, to
discharge any Optionee or Grantee at any time for any reason whatsoever, with or
without cause.
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ARTICLE III.
GRANTING OF OPTIONS
Section 3.1 - Eligibility
Any Officer of the Company shall be eligible to be granted
Options under the Plan, as provided in Section 3.3.
Section 3.2 - Qualification of Incentive Stock Options
No Incentive Stock Option shall be granted unless such Option,
when granted, qualifies as an "incentive stock option" under Section 422 of the
Code. Without limitation of the foregoing, no person shall be granted an
Incentive Stock Option under this Plan if such person, at the time the Incentive
Stock Option is granted, owns stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company unless
such Incentive Stock Option conforms to the applicable provisions of Section 422
of the Code. Any Incentive Stock Option granted under this Plan may be modified
by the Committee to disqualify such option from treatment as an "incentive stock
option" under Section 422 of the Code.
Section 3.3 - Granting of Options
(a) The Committee shall from time to time, in its absolute
discretion:
(i) Determine and select from among the Officers (including
those to whom Options have been previously granted under the Plan) such of them
as in its opinion should be granted Options; and
(ii) Determine the number of shares to be subject to such
Options granted to such selected Officers; and
(iii) Determine whether such Options are to be Incentive
Stock Options or Non-Qualified Options; and
(iv) Determine the terms and conditions of such Options,
consistent with the Plan.
(b) Upon the selection of an Officer to be granted an Option, the
Committee shall instruct the Secretary to issue such Option and may impose such
conditions on the grant of such Option as it deems appropriate. Without limiting
the generality of the preceding sentence, the Committee may, in its discretion
and on such terms as it deems appropriate, require as a condition on the grant
of an Option to an Officer that the Officer surrender for cancellation some or
all of the unexercised Options which have been previously granted to such
Officer. An Option the grant of which is conditioned upon such surrender may
have an option price lower (or higher) than the option price of the surrendered
Option, may cover the same (or a lesser or greater) number of shares as the
surrendered Option, may contain such other terms as the Committee
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deems appropriate and shall be exercisable in accordance with its terms, without
regard to the number of shares, price, option period or any other term or
condition of the surrendered Option.
ARTICLE IV.
TERMS OF OPTIONS
Section 4.1 - Option Agreement
Each Option shall be evidenced by a written Stock Option
Agreement, which shall be executed by the Optionee and an authorized Officer of
the Company and which shall contain such terms and conditions as the Committee
shall determine, not inconsistent with the Plan. Stock Option Agreements
evidencing Incentive Stock Options shall contain such terms and conditions as
may be necessary to meet the applicable provisions of Section 422 of the Code.
Section 4.2 - Option Price
The price per share of the shares subject to each Option shall be
set by the Committee; provided, however, that the price per share shall not be
less than 100% of the Fair Market Value as of the date such Option is granted.
Section 4.3 - Commencement of Exercisability
(a) Except as the Committee may otherwise provide, no Option may
be exercised in whole or in part during the first year after such Option is
granted.
(b) Subject to the provisions of Sections 4.3(a) and 4.3(c),
Options shall become exercisable at such times and in such installments (which
may be cumulative) as the Committee shall provide in the terms of each
individual Option; provided, however, that by a resolution adopted after an
Option is granted the Committee may, on such terms and conditions as it may
determine to be appropriate and subject to Sections 4.3(a) and 4.3(c),
accelerate the time at which such Option or any portion thereof may be
exercised.
(c) No portion of an Option which is unexercisable at Termination
of Employment shall thereafter become exercisable; provided, however, that in
the event of a Termination of Employment resulting from the Optionee's death,
disability or Retirement, all Options shall become exercisable, effective
immediately upon the occurrence of such event.
(d) To the extent that the aggregate Fair Market Value with
respect to which "incentive stock options" (within the meaning of Section 422 of
the Code, but without regard to the limitations of Section 422(d) of the Code)
are exercisable for the first time by an Optionee during any calendar year
(under the Plan and all other incentive stock option plans of the Company and
any Parent Corporation or any Subsidiary) exceeds $100,000, such Options shall
be treated as Non-Qualified Options to the extent required by Section 422 of the
Code. The rule set forth in the preceding sentence shall be applied by taking
Options into account in the order in which they were granted. For purposes of
this Section 4.3(d), the Fair Market Value shall be determined as of the time
the Option with respect to such stock is granted.
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Section 4.4 - Expiration of Options
(a) No Option may be exercised to any extent by anyone after, and
every Option shall expire no later than, the expiration of ten years from the
date the Option was granted.
(b) Subject to the provisions of Sections 4.4(a) and 4.4(c), the
Committee shall provide, in the terms of each individual Option, when such
Option expires and becomes unexercisable.
(c) The term of any Incentive Stock Option shall not be more than
five years from such date if the Incentive Stock Option is granted to an
individual then owning (within the meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of capital stock of
the Company or any Parent Corporation or any Subsidiary.
Section 4.5 - Consideration
In consideration of the granting of an Option, the Optionee shall
agree, in the written Stock Option Agreement, to remain in the employ of the
Company, a Parent Corporation or a Subsidiary, with such duties and
responsibilities as the Company shall from time to time prescribe.
Section 4.6 - Termination of Incentive Stock Option Grants Under Plan
In no event may any Incentive Stock Option be granted under the
Plan after January 23, 2011.
ARTICLE V.
EXERCISE OF OPTIONS
Section 5.1 - Person Eligible to Exercise
Except as otherwise provided in Section 8.1, during the lifetime
of the Optionee, only such Optionee may exercise an Option (or any portion
thereof) granted to such Optionee. After the death of the Optionee, any
exercisable portion of an Option may, prior to the time when such portion
becomes unexercisable under the Plan or the applicable Stock Option Agreement,
be exercised by such Optionee's Beneficiary. "Beneficiary" shall mean any one or
more persons, corporations, trusts, estates, or any combination thereof, last
designated by an Optionee in accordance with the applicable Stock Option
Agreement.
Section 5.2 - Partial Exercise
At any time and from time to time prior to the time when any
exercisable Option or exercisable portion thereof becomes unexercisable under
the Plan or the applicable Stock Option Agreement, such Option or portion
thereof may be exercised in whole or in part; provided, however, that the
Company shall not be required to issue fractional shares and the
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Committee may, by the terms of the Option, require any partial exercise to be
with respect to a specified minimum number of shares.
Section 5.3 - Manner of Exercise
An exercisable Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary or the Secretary's office of all
of the following prior to the time when such Option or such portion becomes
unexercisable under the Plan or the applicable Stock Option Agreement:
(a) Notice in writing signed by the Optionee or other person then
entitled to exercise such option or portion, stating that such Option or portion
is exercised, such notice complying with all applicable rules established by the
Committee;
(b) Full payment (in cash or by check) for the shares with
respect to which such Option or portion thereof is exercised, including payment
to the Company (or other employer corporation) of all amounts which it is
required to withhold under federal, state or local law in connection with the
exercise of the Option. However, in the discretion of the Committee, payment may
be made, in whole or in part, through (i) the delivery of shares of Common Stock
owned by the Optionee or other person then entitled to exercise such Option for
a period of at least six months, duly endorsed for transfer to the Company with
a Fair Market Value on the date of delivery equal to that portion of the
aggregate exercise price of the Option or exercised portion thereof plus the
amount of the applicable withholding tax for which such payment is permitted by
the Committee; (ii) the surrender of shares of Common Stock then issuable upon
exercise of the Option having a Fair Market Value on the date of Option exercise
equal to that portion of the aggregate exercise price of the Option or exercise
portion thereof, plus the amount of the applicable withholding tax, for which
such payment is permitted by the Committee; (iii) the delivery of a full
recourse promissory note bearing interest (at no less than such rate as shall
then preclude the imputation of interest under the Code) and payable upon such
terms as may be prescribed by the Committee; (iv) to the extent permitted by law
(including then-existing interpretations of Rule 16b-3), a "cashless exercise
procedure" satisfactory to the Committee which permits the Optionee or other
person then entitled to exercise such Option to deliver an exercise notice to a
broker-dealer, who then sells Option shares, delivers the proceeds of the sale,
less commission, to the Company, which delivers such proceeds, less the exercise
price and withholding taxes, to the Optionee or other person then entitled to
exercise such Option, or (v) any combination of the consideration provided in
the foregoing subparagraphs (i), (ii), (iii) and (iv). In the case of a
promissory note, the Committee may also prescribe the form of such note and the
security (if any) to be given for such note. Notwithstanding the foregoing, the
Option may not be exercised by delivery of a promissory note or by a loan from
the Company where such loan or other extension of credit is prohibited by law;
(c) Such representations and documents as the Committee, in its
absolute discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act and any other federal or state
securities laws or regulations. The Committee may, in its absolute discretion,
also take whatever additional actions it deems appropriate to
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effect such compliance including, without limitation, placing legends on share
certificates and issuing stop-transfer orders to transfer agents and registrars;
and
(d) In the event that the Option or portion thereof shall be
exercised pursuant to Section 5.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to exercise
the Option or portion thereof.
ARTICLE VI.
DEFERRED COMPENSATION UNITS
Section 6.1 - Granting of Deferred Compensation Units
To the extent elected by any Grantee and permitted by any
Deferred Compensation Plan, the Committee may award Deferred Compensation Units
to any Grantee in lieu of all or any portion of the compensation deferred by the
Grantee, including without limitation, salary and bonuses, that would otherwise
be payable to such Grantee in cash. Deferred Compensation Units may be awarded,
in the discretion of the Committee, either (i) with respect to any deferral by
any Grantee who so elects, or (ii) with respect to all or a specified maximum
portion of the amount of compensation deferred or to be deferred under any
Deferred Compensation Plan for any fiscal year or longer period by any Grantee
or group of Grantees who may deliver one or more irrevocable written elections
to the Company to receive Deferred Compensation Units in lieu of all or such
portion of such cash compensation as shall be specified in such election.
Section 6.2 - Effect of Grants
The number of shares of Common Stock distributable pursuant to
each Deferred Compensation Unit shall be charged against the maximum number of
shares of Common Stock that may be issued under this Plan at any time. The
number of shares of Common Stock to be distributed to a Grantee at such time as
such distribution is to be made consistent with the terms of the applicable
Deferred Compensation Plan and such deferral, and to be charged against the
number of shares issuable under this Plan at any time, shall equal the number of
Deferred Compensation Units credited to the account of such Grantee, subject to
Section 2.1.
Section 6.3 - Accounting; Fractional Units
(a) The number of Deferred Compensation Units credited to the
account of any Grantee shall be rounded to the nearest one-thousandth of a Unit.
The account to which Deferred Compensation Units are credited shall be an
unsecured, unfunded general obligation of the Company. The Company will maintain
records of the number of Deferred Compensation Units for the account of each
officer, in part, to prevent an issuance of shares of Common Stock in excess of
the authorized shares.
(b) Notwithstanding paragraph (a) above, upon distribution of any
Common Stock represented by Deferred Compensation Units, the number of shares
shall be rounded downward to the nearest whole share and no fractional shares
shall be issued. Fractional Units
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remaining after the final distribution to any Grantee shall be cancelled without
obligation to the Grantee.
(c) The number of Deferred Compensation Units awarded to each
Grantee, together with any conditions applicable thereto pursuant to this Plan,
shall be specified in writing to each Grantee by the Committee after each
Deferral Date.
ARTICLE VII.
ADMINISTRATION
Section 7.1 - Compensation Committee
The Compensation Committee shall consist of two or more
Directors, appointed by and holding office at the pleasure of the Board, none of
whom may (i) be an Officer, (ii) receive compensation, either directly or
indirectly, from the Company or any Parent Corporation or Subsidiary, for
services rendered in any capacity other than as a Director, except for an amount
that does not exceed the dollar amount for which disclosure would be required
pursuant to Item 404 of Regulation S-K ("Item 404"), (iii) possess an interest
in any other transaction for which disclosure would be required pursuant to Item
404 or (iv) be engaged in a business relationship for which disclosure would be
required pursuant to Item 404. The constitution of the Committee must also
comply with the requirements of Section 162(m) of the Code. The failure of the
constitution of the Committee to comply with the foregoing requirements shall
not adversely affect the validity of any shares issued upon exercise of Options
or distributed pursuant to Deferred Compensation Units under the Plan.
Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time. Vacancies in the
Committee shall be filled by the Board.
Section 7.2 - Duties and Powers of Committee
It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The Committee
shall have the power to interpret the Plan, the Options and the Deferred
Compensation Plans pursuant to which Deferred Compensation Units are granted and
to adopt such rules for the administration, interpretation and application of
the Plan as are consistent therewith and to interpret, amend or revoke any such
rules. Any such interpretations and rules in regard to Incentive Stock Options
shall be consistent with the basic purpose of the Plan to grant "incentive stock
options" within the meaning of Section 422 of the Code. In its absolute
discretion, the Board may at any time and from time to time exercise any and all
rights and duties of the Committee under this Plan except with respect to
matters which under Section 162(m) of the Code, or any regulations or rules
issued thereunder, are required to be determined in the sole discretion of the
Committee.
Section 7.3 - Majority Rule
The Committee shall act by a majority of its members in office.
The Committee may act either by vote at a meeting or by a memorandum or other
written instrument signed by a majority of the Committee.
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Section 7.4 - Compensation; Professional Assistance; Good Faith Actions
Members of the Committee shall receive such compensation for
their services as members as may be determined by the Board. All expenses and
liabilities incurred by members of the Committee in connection with the
administration of the Plan shall be borne by the Company. The Committee may
employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Committee, the Company and its Officers and Directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all Optionees or other
persons then entitled to exercise Options, Grantees, the Company and all other
interested persons. No member of the Committee shall be personally liable for
any action, determination or interpretation made in good faith with respect to
the Plan or the Options or Deferred Compensation Units, and all members of the
Committee shall be fully protected by the Company in respect to any such action,
determination or interpretation.
ARTICLE VIII.
OTHER PROVISIONS
Section 8.1 - Transfer Restrictions on Options and Units
No Option, Deferred Compensation Unit or interest or right
therein or part thereof shall be liable for the debts, contracts or engagements
of the Optionee, Grantee or their respective successors in interest or shall be
subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect; provided,
however, that nothing in this Section 8.1 shall prevent transfers to a
Beneficiary upon the death of the Optionee or pursuant to the following
paragraph.
A Non-Qualified Option may be transferred by the Optionee to a
Permitted Transferee; provided, however, that (i) there may not be consideration
for any such transfer, and (ii) once transferred pursuant to the preceding
provisions of this Section 8.1, no subsequent transfer of the Non-Qualified
Option shall be permitted except a transfer by will or the laws of descent and
distribution or, in the case of a trust or Entity which is a Permitted
Transferee, to the Optionee or Immediate Family partners, members or holders of
interests in the trust or Entity pursuant to the terms of such trust or Entity
agreement. Following transfer, the terms and conditions of the Plan and the
applicable Stock Option Agreement shall continue to be applicable in all
respects to the Optionee and the Non-Qualified Option shall continue to be
subject to the same terms and conditions as were applicable immediately prior to
transfer as if the Non-Qualified Option had not been transferred, including, but
not limited to, the terms and conditions with respect to the lapse and
termination of such Non-Qualified Option. None of the Company, the Committee or
the Optionee shall have any obligation to inform any transferee of the
termination or lapse of the Non-Qualified Option for any reason. Notwithstanding
any other provision of the Plan, any Non-Qualified Option transferred in
accordance with this Section 8.1
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shall be exercisable by the transferee only to the extent, and for the periods
specified in the applicable Stock Option Agreement as if such Non-Qualified
Option had not been transferred.
Section 8.2 - Amendment, Suspension or Termination of the Plan
The Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to time by the
Committee. However, unless otherwise determined by the Board and permitted by
Rule 16b-3 as then in effect, without approval of the Company's shareholders
given within 12 months before or after the action by the Committee, no action of
the Committee may, except as provided in Section 2.3, increase the limits
imposed in Section 2.1 on the maximum number of shares which may be issued on
exercise of Options or distributed pursuant to Deferred Compensation Units,
materially modify the eligibility requirements of Section 3.1, reduce the
minimum Option price requirements of Section 4.2(a) or extend the limit imposed
in this Section 8.2 on the period during which Options may be granted or amend
or modify the Plan in a manner requiring shareholder approval under Rule 16b-3
or the Code. Neither the amendment, suspension nor termination of the Plan
shall, without the consent of the holder of an Option or Deferred Compensation
Unit, impair any rights or obligations under any Option or Deferred Compensation
Unit theretofore granted. No Option or Deferred Compensation Unit (except
Dividend Equivalents) may be granted during any period of suspension nor after
termination of the Plan, and, except as provided in Section 4.6, in no event may
any Option or Deferred Compensation Unit (except Dividend Equivalents) be
granted under this Plan after ten years from the date the Plan is approved by
the Company's Shareholders.
Section 8.3 - Effect of Plan Upon Other Option and Compensation Plans
The adoption of this Plan shall not affect any other compensation
or incentive plans in effect for the Company, any Parent Corporation or any
Subsidiary. Nothing in this Plan shall be construed to limit the right of the
Company, any Parent Corporation or any Subsidiary (a) to establish any other
forms of incentives or compensation for employees of the Company, any Parent
Corporation or any Subsidiary or (b) to grant or assume options otherwise than
under this Plan in connection with any proper corporate purpose, including, but
not by way of limitation, the grant or assumption of options in connection with
the acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.
Section 8.4 - Titles
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of the Plan.
Section 8.5 - Conformity to Securities Laws and Other Statutory Requirements
The Plan is intended to conform to the extent necessary with all
provisions of the Securities Act, the Exchange Act and the Code and any and all
regulations and rules promulgated by the Securities and Exchange Commission and
Internal Revenue Service thereunder, including without limitation Rule 16b-3 of
the Exchange Act. Notwithstanding anything herein to the
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contrary, the Plan shall be administered, and Options and Deferred Compensation
Units shall be granted and may be exercised or distributed, only in such a
manner as to conform to such laws, rules and regulations. To the extent
permitted by applicable law, the Plan, Options and Deferred Compensation Units
granted hereunder shall be deemed amended to the extent necessary to conform to
such laws, rules and regulations. Without limitation of the foregoing and
notwithstanding any other provision of this Plan, any Option or Deferred
Compensation Units granted to an Officer who is then subject to Section 16 of
the Exchange Act, shall be subject to any additional limitations set forth in
any applicable exemptive rule under Section 16 of the Exchange Act (including
any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the
application of such exemptive rule, and this Plan shall be deemed amended to the
extent necessary to conform to such limitations. Furthermore, notwithstanding
any other provision of this Plan, any Option or award intended to qualify as
performance-based compensation as described in Section 162(m)(4)(C) of the Code
shall be subject to any additional limitations set forth in Section 162(m) of
the Code (including any amendment to Section 162(m) of the Code) or any
regulations or rulings issued thereunder that are requirements for qualification
as performance-based compensation as described in Section 162(m)(4)(C) of the
Code, and this Plan shall be deemed amended to the extent necessary to conform
to such requirements.
Section 8.6 - Governing Law
This Plan and any agreements hereunder shall be administered,
interpreted and enforced in accordance with the laws of the State of Illinois
(without reference to the choice of law provisions of Illinois law).
* * * *
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I hereby certify that the foregoing Plan was duly approved by the
Board of Directors of IDEX Corporation effective January 23, 2001
Executed on this 27th day of March, 2001.
/s/ Frank J. Notaro
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Frank J. Notaro
Secretary
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