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EXHIBIT 4.6
AMENDED AND RESTATED IDEX CORPORATION
DIRECTORS DEFERRED COMPENSATION PLAN
ARTICLE I
BACKGROUND, PURPOSE, AND EFFECTIVE DATE
IDEX Corporation, a Delaware corporation (the "Corporation"), by
resolution of its Board of Directors, adopted the IDEX Corporation Directors
Deferred Compensation Plan (the "Original Plan"), effective as of January 1,
1993, for the benefit of the non-employee members of its Board of Directors
(the "Directors"). The Corporation has amended and restated the Original Plan
to provide greater investment choice and flexibility. The Directors originally
approved the form of the Amended and Restated IDEX Corporation Directors
Deferred Compensation Plan (the "Plan") on January 23, 1996. The Plan was
approved by the shareholders of the Corporation on March 26, 1996. Among other
changes, the Plan has been revised to conform to certain amendments to Rule
16b-3 of Section 16 of the Securities Exchange Act of 1934 ("Rule 16b-3").
SECTION 1.1 -- BACKGROUND AND PURPOSE OF THE PLAN
The Corporation wishes to provide members of its Board of Directors
who are not employees of the Corporation with the opportunity to defer payment
of all of the compensation they receive in a particular year or years for
serving as Directors.
SECTION 1.2 -- EFFECTIVE DATE AND TERM
The Plan shall become effective as of January 1, 1997, and shall
continue until such time as it is terminated by resolution of the Board of
Directors in accordance with Article V. The Original Plan as in effect prior to
the date of approval of the Amended Plan by the shareholders of the Corporation
shall remain in effect through December 31, 1996.
SECTION 1.3 -- SHARES SUBJECT TO PLAN
The shares of stock subject to Deferred Compensation Units shall be
shares of the Corporation's Common Stock. The aggregate number of such shares
which may be distributed pursuant to Deferred Compensation Units under the Plan
shall not exceed 50,000 shares. To the extent the aggregate Deferred
Compensation Units outstanding under the Plan exceeds the foregoing limitation,
the dollar amount corresponding to such excess will be considered transferred
into the Interest-Bearing Account, as provided for in Section 3.1(a).
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ARTICLE II
CONTRIBUTIONS
SECTION 2.1 -- DEFERRED COMPENSATION
With respect to each quarter, beginning with the first quarter of 1997
and continuing during the period in which this Plan remains in effect, the
Corporation shall credit a Director's account, as provided for in Section 3.1,
with all of the amount of future compensation as such Director has elected in
writing to defer under the Plan (pursuant to the form attached hereto as
Exhibit A and incorporated herein by this reference) (the "Deferred Amounts").
An election to defer shall be made prior to the calendar year for which the
compensation so deferred is earned, shall be irrevocable with respect to the
calendar year to which it applies, and shall remain in effect for future
calendar years unless a new election is made by such Director effective with
respect to a calendar year and delivered to the Corporation by the December 31
preceding such calendar year. The crediting of the Deferred Amounts under this
Plan shall be made on the first day of the quarter after the amounts are
earned, or such other date on which such amounts would otherwise have been paid
to the Director. Any amounts credited to the Deferred Compensation Account
under the Plan for services rendered prior to January 1, 1997 (the "Prior
Deferred Amounts") shall be credited to the Interest-Bearing Account as set
forth in Section 3.1.
ARTICLE III
ACCOUNTS AND INVESTMENT
SECTION 3.1 -- THE DEFERRED AMOUNTS
The Corporation shall establish on its books the necessary accounts to
accurately reflect the Corporation's liability to each Director who has
deferred compensation under the Plan. To each account shall be credited, as
applicable, Deferred Amounts and Dividend Equivalents (as defined below) on the
common stock, par value $.01 per share, of the Corporation (the "Common Stock")
and interest. The Corporation shall maintain separate subaccounts for each
annual compensation deferral election in order to accurately reflect the
Benefit (as defined in Section 4.1) distributable in a particular distribution
year. Payments to the Director under the Plan shall be debited to the
appropriate accounts. A Director may elect to defer compensation into an
Interest-Bearing Account or a Deferred Compensation Units Account, each as
described below.
a. INTEREST-BEARING ACCOUNT. Compensation which a Director has
elected to defer into an Interest-Bearing Account shall be credited to the
Interest-Bearing Account on the same date that it would otherwise be payable to
such Director (the "Deferral Date"). Deferred Amounts carried in this account
shall earn interest from the Deferral Date to the date of payment. The
Deferred Amount allocated to the Interest-Bearing Account shall be adjusted no
less often than quarterly to reflect hypothetical earnings for the quarter
equal to the U.S. Government Securities Treasury Constant Maturities with 10
year maturities as of the December 1 of the calendar year preceding the quarter
for which the earnings are credited plus 200 basis points, compounded
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quarterly. Such adjustments shall be made until no amounts remain in the
Director's Interest-Bearing Account.
b. DEFERRED COMPENSATION UNITS ACCOUNT. A Director who has elected
to defer compensation into a Deferred Compensation Units Account shall have the
amount of such compensation credited to his or her account as of the Deferral
Date; provided, however, that to the extent the aggregate Deferred Compensation
Units computed under the Plan as a result of deferrals of compensation into the
Deferred Compensation Units Account by all participants in the Plan would
exceed the maximum number of shares of Common Stock permitted under the Plan,
the dollar amount corresponding to such excess shall be credited to the
Interest-Bearing Account. Such Deferred Amount shall also be converted into a
number of Deferred Compensation Units as of the Deferral Date by dividing the
Deferred Amount by the Fair Market Value of the Corporation's Common Stock as
of the Deferral Date. For purposes of the Plan, "Fair Market Value" shall mean
the fair market value of a share of the Common Stock as of a given date
measured as (i) the closing price of a share of the Common Stock on the
principal exchange on which shares of the Common Stock are then trading, if
any, on the day previous to such date, or, if shares were not traded on the day
previous to such date, then on the next preceding trading day during which a
sale occurred; or (ii) if such Common Stock is not traded on an exchange but is
quoted on NASDAQ or a successor quotation system, (1) the last sales price (if
the Common Stock is then listed as a National Market Issue under the NASD
National Market System) or (2) the mean between the closing representative bid
and asked prices (in all other cases) for the Common Stock on the day previous
to such date as 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 Compensation Committee of the Board of
Directors (the "Committee"); or (iv) if the Common Stock is not publicly
traded, the fair market value established by the Committee acting in good
faith.
If Deferred Compensation Units exist in a Director's account on a
dividend record date for the Common Stock, Dividend Equivalents shall be
credited to the Director's account on the corresponding dividend payment date,
and shall be converted into the number of Deferred Compensation Units which
could be purchased, at a price equal to the Fair Market Value of the Common
Stock as of such dividend payment date, with the amount of Dividend Equivalents
so credited; provided, however, that to the extent the aggregate Deferred
Compensation Units computed under the Plan as a result of conversions of
Dividend Equivalents into Deferred Compensation Units by all participants would
exceed the maximum number of shares of Common Stock permitted under the Plan,
the Dividend Equivalents shall not be converted into Deferred Compensation
Units and the dollar amount corresponding to such excess Dividend Equivalents
will be credited to the Interest Bearing Account. For purposes of the Plan,
"Dividend Equivalent" shall mean an amount equal to the cash dividend payable
on any dividend payment date on one share of Common Stock multiplied by the
number of Deferred Compensation Units in the Deferred Compensation Units
Account as of the dividend record date.
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In the event of any change in the Corporation's Common Stock
outstanding, by reason of any stock split or dividend, recapitalization,
merger, consolidation, combination or exchange of stock or similar corporate
change, such equitable adjustments, if any, by reason of any such change, shall
be made in the number of Deferred Compensation Units credited to each
Director's Deferred Compensation Units Account.
c. TRANSFER BETWEEN ACCOUNTS. A transfer from the Interest-Bearing
Account to the Deferred Compensation Units Account may be made during the
period beginning on the fifth business day following the date of release of the
quarterly or annual summary statement of sales and earnings of the Company and
ending on the twelfth business day following such date, as requested by the
Director in a notice to the Corporation. Transfers from the Interest-Bearing
Account to the Deferred Compensation Units Account may be effected by
submitting an Investment Change Form in the form attached hereto as Exhibit B.
Provided that a Director's Investment Change Form is received by the
Corporation prior to the thirteenth business day following the date of release
of the Corporation's quarterly or annual summary statement of sales and
earnings, the number of Deferred Compensation Units to be credited to the
Deferred Compensation Units Account as a result of the transfer contemplated by
the Investment Change Form will be based upon the Fair Market Value of the
Common Stock at the close of business on the later of the fifth business day
following the date of such release and the date the Investment Change Form is
received by the Corporation. If any Director elects to engage in any
transaction that, but for this Section 3.1(c), would constitute a
"Discretionary Transaction" as defined in Rule 16b-3, the following rule shall
apply: if (i) any election to transfer any amount into the Deferred
Compensation Units Account is made less than six months after an election to
transfer or withdraw any amount from a Common Stock-based account, or (ii) any
election to withdraw any amount from the Deferred Compensation Units Account is
made less than six months after an election to transfer any amount into a
Common Stock-based account, then the later-made election to transfer or
withdraw shall be deemed not to have occurred for any purpose under this Plan,
and the account of any such Director shall reflect all balances and accruals as
if such transaction had not occurred. The Corporation is authorized to make
any such adjustments to a Director's account balances as may be necessary to
give effect to the foregoing. No transfer shall be made from the Deferred
Compensation Units Account to the Interest Bearing Account. Any such transfer
that does not satisfy such requirements shall be given no force or effect, and
shall be void ab initio. Prior to requesting any transfer from the Interest
Bearing Account to the Deferred Compensation Units Account, the Director should
contact the compliance officer designated by the Corporation.
SECTION 3.2 -- VESTING
At all times a Director shall have a 100% nonforfeitable right to the
amounts credited to his or her accounts.
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ARTICLE IV
BENEFITS
SECTION 4.1 -- AFTER STATED PERIOD OR UPON CESSATION OF SERVICE AS DIRECTOR
The balance in the Interest-Bearing Account, including adjustments
that continue to be made pursuant to Article III, shall be paid in cash by the
Corporation, and the number of shares of Common Stock equal to the number of
Deferred Compensation Units (rounded down to the nearest whole unit) (together,
the balance in the Interest-Bearing Account and the Deferred Compensation Units
are referred to as the "Benefit") shall be paid or distributed, as the case may
be, to the Director on the January 1 following the number of deferral years
elected by the Director (either five or ten) or following the Director's
cessation of service as Director for any reason other than death (the date of
which shall be referred to as the "Date of Cessation"), in one lump sum or in
five substantially equal annual payments with respect to the balance in the
Interest-Bearing Account and in one lump sum or five substantially equal
numbers of shares of Common Stock with respect to Deferred Compensation Units,
as previously elected by a Director. In the event a Director ceases service as
a Director for any reason other than death, payment of the Benefit shall be
accelerated beginning January 1 following such cessation of service as a
Director and paid or distributed in a lump sum or installments in accordance
with the deferral election form, notwithstanding any election to have
distributions commence at a later date. Elections pursuant to this Section
shall be made at the same time and in the same manner as an election to defer
is made pursuant to Section 2.1.
SECTION 4.2 -- UPON DEATH
In the event of a Director's death, the Corporation shall pay the
Benefit, or in the event of a Director's death after commencement of the
payment of the Benefit under Section 4.1, the remaining balance of the Benefit,
in one lump sum as soon as practicable following the death of the Director, to
the Director's Beneficiary.
SECTION 4.3 -- CHANGE IN CONTROL
In the event 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 common shares of the Corporation
are (for cash, property (including, without limitation, stock in any
corporation), or indebtedness, or any combination thereof) redeemed by the
Corporation 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
Corporation, or any combination of such redemption, purchase or exchange, or
(ii) at least 51 percent of the Corporation's assets are purchased by any
person(s), firm(s) or entity(ies) whether or not affiliated with the
Corporation for cash, property (including, without limitation, stock in any
corporation) or indebtedness or any combination thereof, or (iii) the
Corporation is merged or consolidated with another corporation regardless of
whether the Corporation is the survivor (except any such transaction solely for
the purpose of changing the Corporation's domicile or which does not
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change the ultimate beneficial ownership of the equity interests in the
Corporation), or (b) any substantial equivalent of any such redemption,
purchase, exchange, change, transaction or series of transactions, merger or
consolidation constituting such change of management or control, the
Corporation shall pay the Benefit to the Director in one lump sum. If the
transaction giving rise to such change of management or control was approved in
advance by a majority of the Board of Directors, payment of the Benefit shall
be made at the closing of such transaction. If the transaction giving rise to
the change of management or control was not so approved, payment of the Benefit
shall be made immediately upon the occurrence of the event or transaction
described in (a) or (b) above giving rise to the change of management or
control.
SECTION 4.4 -- CASHLESS PROCEDURE
The number of shares of Common Stock equal to the number of Deferred
Compensation Units (rounded down to the nearest whole unit) to be distributed
to a Director pursuant to this Article IV may be distributed pursuant to a
"cashless procedure" satisfactory to the Committee which permits the Director
to deliver a notice to a broker-dealer designated by the Company, who then
sells the shares to be distributed and delivers the proceeds of the sale, less
commission, to the Corporation, which delivers such proceeds to the Director.
ARTICLE V
AMENDMENT, SUSPENSION, OR TERMINATION
SECTION 5.1 -- AMENDMENT, SUSPENSION, OR TERMINATION
The Board of Directors may amend, suspend or terminate the Plan, in
whole or in part, at any time and from time to time.
SECTION 5.2 -- NO REDUCTION
No amendment, suspension or termination shall operate to adversely
affect the Benefit otherwise available to a Director if the Director had ceased
being a Director as of the effective date of such amendment, suspension, or
termination. Any Benefit determined as of such date shall continue to be
adjusted as provided in Article III and payable as provided in Article IV.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1 -- BENEFICIARY
"Beneficiary" shall mean any one or more persons, corporations,
trusts, estates, or any combination thereof, last designated by a Director to
receive the Benefit provided under this Plan. Any designation made hereunder
shall be revocable, shall be in writing either on a facsimile of the form
annexed hereto as Exhibit C or in a written instrument containing the
information requested in Exhibit C, and shall be effective when delivered to
the Corporation at
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its principal office. If the Corporation, in its sole discretion, determines
that there is not a valid designation, the Beneficiary shall be the executor or
administrator of the Director's estate.
SECTION 6.2 -- NONASSIGNABILITY
The interest of any person under this Amended Plan (other than the
Corporation) shall not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, attachment or encumbrance, or to the claims
of creditors of such person, and any attempt to effectuate any such actions
shall be void.
SECTION 6.3 -- INTEREST OF DIRECTOR
The Director and any Beneficiary shall, in respect to accounts and any
Benefit to be paid, be and remain simply a general unsecured creditor of the
Corporation in the same manner as any other creditor having a general claim for
compensation, if and when the Director's or Beneficiary's rights to receive
payments shall mature and become payable. At no time shall the Director be
deemed to have any right, title or interest, legal or equitable, in any asset
of the Corporation, including, but not limited to, any Common Stock or
investments which represent amounts credited to the Interest-Bearing Account.
SECTION 6.4 -- WITHHOLDING
The Corporation shall have the right to deduct or withhold from the
Benefits paid under this Plan or otherwise all taxes which may be required to
be deducted or withheld under any provision of law (including, but not limited
to, Social Security payments, income tax withholding and any other deduction or
withholding required by law) now in effect or which may become effective any
time during the term of this Plan.
SECTION 6.5 -- FUNDING
This Plan shall not be a funded plan. The Corporation shall not set
aside any funds, or make any investments or set aside Common Stock, for the
specific purpose of making payments under the Plan. All Benefits paid under
the Plan shall be paid from the general assets of the Corporation. Benefits
payable under the Plan may be reflected on the accounting records of the
Corporation, but such accounting shall not be construed to create or require
the creation of a trust, custodial or escrow account.
SECTION 6.6 -- EXCLUSIVITY OF PLAN
This Plan is intended solely for the purpose of deferring compensation
to the Directors to the mutual advantage of the parties. Nothing contained in
this Plan shall in any way affect or interfere with the right of a Director to
participate in any other benefit plan in which he or she may be entitled to
participate.
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SECTION 6.7 -- NO RIGHT TO CONTINUED SERVICE
This Plan shall not confer any right to continued service on a
Director.
SECTION 6.8 -- NOTICE
Each notice and other communication to be given pursuant to this Plan
shall be in writing and shall be deemed given only when (a) delivered by hand,
(b) transmitted by telegram or telecopier (provided that a copy is sent at
approximately the same time by registered or certified mail, return receipt
requested), (c) received by the addressee, if sent by registered or certified
mail, return receipt requested, or by Express Mail, Federal Express or other
overnight delivery service, to the Corporation at its principal office and to a
Director at the last known address of such Director (or to such other address
or telecopier number as a party may specify by notice given to the other party
pursuant to this Section).
SECTION 6.9 -- CLAIMS PROCEDURES
If a Director or the Director's Beneficiary does not receive benefits
to which he or she believes he or she is entitled, such person may file a claim
in writing with the Corporation. The Corporation shall establish a claims
procedure under which:
(a) the Corporation shall be required to provide adequate
notice in writing to the Director or the Beneficiary whose claim for
benefits has been denied, setting forth specific reasons for such
denial, written in a manner calculated to be understood by the
Director or the Beneficiary; and
(b) the Corporation shall afford a reasonable opportunity to
the Director or the Beneficiary whose claim for Benefits has been
denied for a full and fair review by the Corporation of the decision
denying the claim.
SECTION 6.10 -- ILLINOIS LAW CONTROLLING
This Plan shall be construed in accordance with the laws of the State
of Illinois.
SECTION 6.11 -- BINDING ON SUCCESSORS
This Plan shall be binding upon the Directors and the Corporation,
their heirs, successors, legal representatives and assigns.
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* * * *
I hereby certify that the foregoing Plan was duly approved by
the Board of Directors of IDEX Corporation effective September 24, 1996.
Executed on this 12th day of December, 1996.
/s/ Wayne P. Sayatovic
Secretary
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EXHIBIT A
IDEX CORPORATION
DIRECTORS DEFERRED COMPENSATION PLAN
ELECTION FORM
I hereby elect to defer all of my compensation earned after December
31 of this year for serving as Director of IDEX Corporation (the
"Corporation"). This election is irrevocable and shall remain in effect for
the calendar year beginning with the next January 1. My election shall remain
in effect for each subsequent calendar year until it is revoked by me in a
writing delivered to the Corporation, in accordance with the terms of the Plan,
prior to the beginning of such calendar year. Once revoked, there will be no
deferral of my compensation until I make a new election in accordance with the
terms of the Plan.
With respect to the compensation deferred pursuant to this election, I
hereby elect to have such deferral credited as follows [check one]:
______ Interest-Bearing Account, or
______ Deferred Compensation Units Account; and
I further elect to receive distribution of the Deferred Amount in [check one]:
______ five annual installments pursuant to Section 4.1 of
the Plan, or
_______ a single lump sum pursuant to Section 4.1 of the
Plan;
beginning on the January 1 following [check one]:
_______ my cessation of service as a Director of IDEX
Corporation,
_______ five years after the year for which compensation is
deferred, or
_______ ten years after the year for which compensation is
deferred.
I understand that in the event that my directorship with IDEX
Corporation terminates for any reason other than death, payment of the balance
of my Accounts shall be accelerated beginning on the January 1 following my
cessation of service as a director and I shall receive such payment or the
distribution of such payment will commence as elected above. I understand that
in the event of my death, payment of the entire balance of my Accounts shall be
made to my beneficiary(ies) as soon as practicable following my death. I also
understand that in the event of a change of control as contemplated by Section
4.3 of the Plan, payment of the entire balance of my Accounts in one lump sum
will be made immediately upon the occurrence of the event giving rise to the
change of control.
I acknowledge that I have received a copy of the Plan, and I
understand that all of my deferred Director's compensation and my Deferred
Compensation Accounts are subject to the terms and conditions of the
Corporation's Directors Deferred Compensation Plan, including that such
Accounts are unfunded and my right to such compensation is subject to the
claims of general creditors.
________________________________________
Director's Name
Dated: __________________________ ________________________________________
Director's Signature
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EXHIBIT B
IDEX CORPORATION
AMENDED AND RESTATED DIRECTORS DEFERRED COMPENSATION PLAN
INVESTMENT CHANGE FORM
**********
INVESTMENT CHANGE
I hereby elect to change the vehicle used for the investment of
Deferred Amounts under the Plan from Interest-Bearing Account to
Deferred Compensation Units Account for the following Plan Year(s):
________________________.
Provided that this form is received by IDEX Corporation (the
"Corporation") prior to the thirteenth business day following the date of
release of the Corporation's quarterly or annual summary statement of sales and
earnings, as specified in Section 3.1(c) of the Plan, the number of Deferred
Compensation Units to be credited to the Deferred Compensation Units Account as
a result of the transfer contemplated by this investment change election will
be based upon the Fair Market Value of the Common Stock at the close of
business on the later of the fifth business day following the date of such
release and the date this investment change form is received by the
Corporation.
**********
________________________ _____________________________
Name Social Security Number
________________________ _____________________________
Signature Date
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EXHIBIT C
IDEX CORPORATION
DIRECTORS DEFERRED COMPENSATION PLAN
BENEFICIARY DESIGNATION FORM
Name ___________________________________________________ / / Original
Social Security Number _____________________________________ / / Change
Instructions: This form is used to designate a beneficiary under the Amended
and Restated IDEX Corporation Directors Deferred Compensation Plan. The
percentages indicated must total 100%. If you desire, you may indicate a
primary beneficiary(ies) and a contingent beneficiary(ies) (the person who will
receive the benefit if your primary beneficiary does not survive you).
I hereby direct that any benefits which may become payable under the Amended
and Restated IDEX Corporation Directors Deferred Compensation Plan on my
death be paid as I have indicated below:
Name of Beneficiary* Relationship Address Percentage
________________________ _____________ ______________ ______
________________________ _____________ ______________ ______
________________________ _____________ ______________ ______
________________________ _____________ ______________ ______
* See reverse side for alternative designations
I understand that if I do not complete this form or if my beneficiary does
not survive me, the benefits will be paid to my estate.
SIGN HERE:
_______________________________________ __________________________
Signature Date
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OTHER TYPES OF BENEFICIARY DESIGNATIONS
TYPE OF BENEFICIARY LANGUAGE TO BE USED
1. One Beneficiary and per stirpes Dorothy Smith, Wife, if she
provision for unnamed children and survives me; otherwise,
their children. the issue of my marriage to
said Wife who survives me,
per stirpes. (This provides
that Children shall take
equally but that Children of
a deceased Child shall take
equally the share their
parent would have received
if living.)
2. One Beneficiary and Unnamed Children. Dorothy Smith, Wife, if she
survives me; otherwise in
equal shares to such of the
Children born of my marriage
to said Wife as survive me.
3. Two Beneficiaries in Unequal Portions. Three-eighths (3/8) to
Peter Smith, Father, and
five-eights (5/8) to Joan
Smith, Mother, if both
survive me; otherwise all to
such one of them as survive
me.
4. Trustee (see note below) (Name and Complete Address)
Trustee, under a trust
agreement with me dated
__________________, or to the
successor in said Trust.
5. Common Disaster Dorothy Smith, if living on
the tenth (10) day after my
death; otherwise, in equal
shares to such of the
Children born of my marriage
to said Wife as survive me.
6. Participant's Estate Executor or Administrator
of my Estate.
NOTE: Enter the address for each beneficiary.
If a beneficiary is a married women, her given name must be used; for
example: "Mary A. Doe" and not "Mrs. John C. Doe".
If a beneficiary is not related to the participant, use the term "no
relation".
Under No. 1 through No. 3, the phrase "otherwise the executor or
administrator of my estate" may be added to the designation if desired by the
participant.
No. 4 should not be used unless there is an executed Trust Agreement in
existence.
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