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EXHIBIT 4.7
IDEX CORPORATION
1996 DEFERRED COMPENSATION PLAN FOR NON-OFFICER PRESIDENTS
IDEX Corporation, a Delaware corporation (the "Company"), by resolution of
its Board of Directors, originally approved the form of the IDEX Corporation
1996 Deferred Compensation Plan for Non-Officer Presidents (the "Plan") on
January 23, 1996 for the benefit of its non-officer presidents. 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").
The Plan is a nonqualified deferred compensation plan pursuant to which
certain eligible non-officer presidents of the Company may elect to defer
compensation otherwise payable to such non-officer presidents. The Plan is
unfunded, unsecured and is maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA.
ARTICLE I
DEFINITIONS
SECTION 1.1 - GENERAL
Whenever the following terms are used in the Plan with the first letter
capitalized, they shall have the same meanings specified below unless the
context clearly indicates to the contrary.
SECTION 1.2 - ACCOUNTS
"Accounts" shall mean the Interest-Bearing Accounts and the Deferred
Compensation Units Accounts.
SECTION 1.3 - ACTIVE PARTICIPANT
"Active Participant" shall mean any Non-Officer President who is eligible
to participate in the Plan during the Plan Year in question as prescribed in
Article II.
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SECTION 1.4 - ADMINISTRATOR
"Administrator" shall mean the Committee. The Committee shall
have all duties and responsibilities imposed by ERISA.
SECTION 1.5 - BASE COMPENSATION
"Base Compensation" of a Non-Officer President shall mean his or
her annual rate of salary determined on any date and shall exclude Bonuses and
other similar amounts.
SECTION 1.6 - BENEFITS
"Benefits" shall mean all or a portion of the Participant's
balance in the Accounts.
SECTION 1.7 - BOARD
"Board" shall mean the Board of Directors of IDEX Corporation.
SECTION 1.8 - BONUS
"Bonus" of a Non-Officer President shall mean his or her bonus or
other incentive compensation that is and would, except as provided herein, be
payable in cash.
SECTION 1.9 - CODE
"Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
SECTION 1.10 - COMMITTEE
"Committee" shall mean the Compensation Committee of the Board.
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 distributed pursuant to Deferred Compensation
Units under the Plan. Appointment of Committee members shall be effective upon
acceptance of appointment.
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Committee members may resign at any time. Vacancies in the Committee shall be
filled by the Board.
SECTION 1.11 - COMMON STOCK
"Common Stock" shall mean the common stock, par value $.01 per
share, of the Company.
SECTION 1.12 - COMPANY AND SUBSIDIARY
(a) "Company" shall mean IDEX Corporation.
(b) "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 1.13 - COMPENSATION
"Compensation" of a Participant in any Plan Year (or portion
thereof) shall mean the remuneration paid to a Participant that would, except as
provided herein, be payable in cash, including without limitation, Base
Compensation, Bonuses and amounts deferred under Section 3.1(a) of the Plan.
SECTION 1.14 - CONTROL EVENT
Either (a) a 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 not
change the ultimate beneficial ownership of the equity interests in the
Company), or (b) a substantial equivalent of any such redemption, purchase,
exchange, change, transaction or series of transactions, merger or consolidation
constituting such change of management or control.
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SECTION 1.15 - DEFERRAL DATE
"Deferral Date" shall have the meaning set forth in Section
4.2(a).
SECTION 1.16 - DEFERRED AMOUNTS
"Deferred Amounts" of an Active Participant shall mean an amount
of Compensation deferred under the Plan and credited to any Account provided for
in Section 4.2 of the Plan.
SECTION 1.17 - DEFERRED COMPENSATION UNITS
"Deferred Compensation Units" shall have the meaning set forth in
Section 4.2(b) of the Plan.
SECTION 1.18 - DEFERRED COMPENSATION UNITS ACCOUNT
"Deferred Compensation Units Account" shall have the meaning set
forth in Section 4.2(b).
SECTION 1.19 - DISTRIBUTION DATE
"Distribution Date" shall mean the date on which distribution of
a Participant's Benefits shall be made or commence, such date to be the January
1 following the number of deferral years elected by the Participant (either five
or ten) or the January 1 following the year of the Participant's Retirement, as
elected by the Participant. A Participant's election of a Distribution Date
pursuant to Section 2.3 (either for the commencement of the distribution of
Benefits or with respect to installment payments) shall be superseded by a
Control Event, a Participant's death or a Termination of Employment as set forth
in Article V.
SECTION 1.20 - DIVIDEND EQUIVALENT
"Dividend Equivalent" of any Participant shall mean an amount
equal to the cash dividend paid on one of the shares of Common Stock multiplied
by the number of the Participant's Deferred Compensation Units in the Deferred
Compensation Units Account at the dividend record date.
SECTION 1.21 - ERISA
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.
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SECTION 1.22 - FAIR MARKET VALUE
"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 Committee; or (iv) if
the Common Stock is not publicly traded, the fair market value established by
the Committee acting in good faith.
SECTION 1.23 - INTEREST-BEARING ACCOUNT
"Interest-Bearing Account" shall have the meaning set forth in
Section 4.2(a) of the Plan.
SECTION 1.24 - NON-OFFICER PRESIDENT
"Non-Officer President" shall mean an individual who is a
president, but not an Officer, of the Company or any Subsidiary.
SECTION 1.25 - OFFICER
"Officer" shall mean an officer of the Company, as defined in
Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, as such
Rule may be amended in the future.
SECTION 1.26 - PARTICIPANT
"Participant" shall mean a Non-Officer President who participates
in the Plan during the Plan Year in question, or who participated in the Plan
during a prior Plan Year.
SECTION 1.27 - PAYDAY
"Payday" shall mean the regular and recurring established day for
payment of Compensation to Non-Officer Presidents and any date a Bonus is paid.
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SECTION 1.28 - PLAN
"Plan" shall mean this 1996 Deferred Compensation Plan for
Non-Officer Presidents.
SECTION 1.29 - PLAN YEAR
"Plan Year" shall mean the calendar year.
SECTION 1.30 - RETIREMENT
"Retirement" shall mean termination of employment with the
Company upon reaching retirement age, or earlier, at the election of the
Non-Officer President, in accordance with the Company's policy on retirement.
SECTION 1.31 - TERMINATION OF EMPLOYMENT
"Termination of Employment" shall mean the time (which in the
absence of any other determination by the Administrator) shall be deemed to be
the last day actually worked by the Non-Officer President when the
employee-employer relationship between the Non-Officer President and the Company
is ended for any reason, with or without cause, including, but not by way of
limitation, a termination by resignation, discharge or death, but excluding
Retirement or termination where there is a simultaneous reemployment by the
Company or 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, all questions of whether
particular leaves of absence constitute Terminations of Employment.
SECTION 1.32 - UNFORESEEABLE EMERGENCY
"Unforeseeable Emergency" of a Participant, as determined by the
Administrator, shall mean a severe financial hardship resulting from
extraordinary and unforeseeable circumstances arising as a result of one or more
events beyond the control of the Participant and such severe financial hardship
would result if early withdrawal pursuant to Sections 3.2(b) and 3.2(c) were not
permitted.
ARTICLE II
ELIGIBILITY
SECTION 2.1 - REQUIREMENTS FOR PARTICIPATION
(a) Any Non-Officer President who on the first day of a Plan Year
will have Compensation greater than the dollar amount established by the
Administrator, based on THE
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advice of counsel of what is permissible under ERISA, shall have a right to
become an Active Participant as of the first day of such Plan Year, and shall
have a right to be an Active Participant until the last day of such Plan Year.
A Non-Officer President hired after the first day of a Plan Year may become an
Active Participant in such Plan Year if he or she otherwise qualifies to be an
Active Participant pursuant to this Section 2.1(a).
(b) A Non-Officer President who is an Active Participant during
any Plan Year shall not be an Active Participant for any subsequent Plan Year
unless such Non-Officer President satisfies the requirements of subsection (a)
with respect to such Plan Year.
SECTION 2.2 - DEFERRAL ELECTION PROCEDURE
The Administrator shall provide each Active Participant for a
Plan Year with a Compensation deferral election form on which the Active
Participant may elect to defer his or her Compensation under Article III. Each
Active Participant electing to defer Compensation under Article III for a Plan
Year (or portion thereof during which such Non-Officer President is an Active
Participant) shall complete and sign the Compensation deferral election form
attached hereto as Exhibit A and return it to the Administrator in accordance
with the rules of the plan.
SECTION 2.3 - CONTENT OF DEFERRAL ELECTION FORM, INVESTMENT
CHANGE FORM AND BENEFICIARY DESIGNATION FORM
Each Active Participant electing to defer Compensation under
Article III for a Plan Year shall set forth on his or her Compensation deferral
election form for such Plan Year:
(a) such Active Participant's consent that such Active
Participant, his or her successors in interest and assigns and all
persons claiming under him or her shall be bound, to the extent
authorized by law, by the statements contained therein and by the
provisions of the Plan as they now exist, and as they may be amended
from time to time,
(b) the separate election of the percentage and/or dollar amount
of such Active Participant's (i) Base Compensation and (ii) Bonus to
be deferred under Article III and, in such case, such Active
Participant's authorization to the Company to reduce such Active
Participant's Base Compensation and Bonus in accordance with Section
3.1(a),
(c) the allocation of such Active Participant's Deferred Amounts
between the Interest-Bearing Account and the Deferred Compensation
Units Account in accordance with Article IV (provided that deferrals
into the Account and the Deferred Compensation Units Account are
subject to a
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$10,000 minimum deferral per Account, or such other minimum as the
Committee may establish),
(d) such Active Participant's election of his or her Distribution
Date,
(e) such Active Participant's election to receive the
distribution of his or her balance in the Interest-Bearing Account or
Common Stock representing Deferred Compensation Units under Article V
in the form of a lump sum distribution or in five annual installments,
and
(f) such other information as may be required for the
administration of the Plan.
Each Active Participant electing to transfer amounts from the
Interest-Bearing Account to the Deferred Compensation Units Account in
accordance with the provisions of section 4.2(d) shall effect such election by
submitting an Investment Change Form in the form attached hereto as Exhibit B.
Each Active Participant electing to defer Compensation under Article
III for a Plan Year shall also select, or have selected, a Beneficiary or
Beneficiaries to receive Benefits upon the death of such Active Participant
under Section 5.3 (a Participant may designate or redesignate a Beneficiary or
Beneficiaries at any time by submitting a Beneficiary Designation Form in the
form attached hereto as Exhibit C).
ARTICLE III
PARTICIPANT DEFERRALS
SECTION 3.1 - DEFERRAL OF COMPENSATION
(a) Each Active Participant who has agreed to elect to defer Base
Compensation and/or Bonus may elect, in accordance with the rules of the Plan,
to defer for a Payday during such Plan Year an amount equal to any whole number
dollar amount or percentage of his or her Base Compensation and/or Bonus for
such Payday to the extent the aggregate Base Compensation and Bonus before
deferral shall exceed the maximum annual compensation that can be taken into
account for qualified retirement plan purposes under Code Section 401(a)(17)
(the "401(a)(17) Cap") and only such excess over the 401(a)(17) Cap may be
deferred pursuant to the Plan.
(b) Subject to Section 3.2(b), such Compensation deferral
election shall be made on the form described in Section 2.3 and attached hereto
as Exhibit A and shall be delivered to the Administrator not later than the last
day of the Plan Year preceding the Plan Year in which the Compensation is earned
or, in the case of a Non-Officer President hired after
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the first day of the Plan Year who qualifies as an Active Participant pursuant
to Section 2.1(a), up to 30 days after the hiring date for services performed
after such election date and, in each case, shall remain in effect until the
last day of such Plan Year.
SECTION 3.2 - DISCONTINUANCE OF DEFERRAL AND HARDSHIP WITHDRAWALS
(a) Except as provided in Sections 3.2(b) and 3.2(c), an Active
Participant may not reduce or discontinue his or her Compensation deferral
election made pursuant to Section 3.1(a) for any Plan Year.
(b) An Active Participant may reduce or discontinue his or her
Compensation deferral election made pursuant to Section 3.1(a) during a Plan
Year on account of his or her Unforeseeable Emergency, subject to the following
requirements:
(i) the Active Participant's reduction or discontinuance
shall not exceed the amount which is necessary to satisfy the
Unforeseeable Emergency, less the amount which can be satisfied from
other resources which are reasonably available to the Active
Participant, and
(ii) the reduction or discontinuance shall apply only to the
portion of such Active Participant's Compensation for such Plan Year
that is payable with respect to Paydays occurring after such reduction
or discontinuance.
(c) A Participant may make a withdrawal in cash from his or her
Accounts on account of his or her Unforeseeable Emergency, provided that the
Participant's withdrawal shall not exceed the amount which is necessary to
satisfy the Unforeseeable Emergency, less the amount which can be satisfied from
other resources which are reasonably available to the Participant and the amount
from a discontinuance of such Participant's Compensation deferral election, if
any, for the Plan Year in question under Section 3.2(b). A Participant's
withdrawal shall be paid in one lump sum to the Participant not later than 60
days after the approval by the Administrator of such Participant's withdrawal
request. The Administrator shall determine in its sole discretion whether the
Active Participant has complied with Sections 3.2(b) and 3.2(c).
An Active Participant may request a reduction or discontinuance of his or her
Compensation deferral election under Section 3.2(b) or a withdrawal under
Section 3.2(c) in writing as specified by the Administrator in accordance with
the rules of the plan.
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ARTICLE IV
THE ACCOUNTS
SECTION 4.1 - DEFERRED AMOUNTS
The Company shall establish on its books the necessary accounts
and subaccounts to accurately reflect the Company's liability to each
Non-Officer President who has deferred Compensation under the Plan. In that
regard, for each Payday during a Plan Year, the Company shall credit the
appropriate Accounts by the Deferred Amounts with respect to such Payday. The
Company shall maintain separate subaccounts for each annual Compensation
deferral election in order to accurately calculate the Benefits distributable
pursuant to the Plan.
SECTION 4.2 - INVESTMENT OF DEFERRED AMOUNTS
(a) Compensation which a Participant has elected to defer into
the Interest-Bearing Account shall be credited to the Interest-Bearing Account
on the same date that it would otherwise be payable to such Participant (the
"Deferral Date"). Deferred Amounts carried in the Interest-Bearing 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 quarterly. Such
adjustments shall be made until no amounts remain in the Participant's
Interest-Bearing Account.
(b) A Participant who has elected to defer Compensation into the
Deferred Compensation Units Account shall have the amount of such Compensation
credited to the Deferred Compensation Units Account on 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 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 be converted into a number of Deferred Compensation
Units on the Deferral Date by dividing the Deferred Amount by the Fair Market
Value of the Common Stock on such date. If Deferred Compensation Units are
credited to a Participant's Deferred Compensation Units Account as of a dividend
record date for the Common Stock, Dividend Equivalents shall be credited to the
Participant's Deferred Compensation Units Account on the dividend payment date
and shall be converted into the number of Deferred Compensation Units which
could be purchased with the amount of Dividend Equivalents so credited
determined as of the dividend payment date; 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
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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.
(c) In the event of any change in the Common Stock outstanding,
by reason of any stock split or stock dividend, recapitalization, merger,
consolidation, combination or exchange of stock or similar corporate change, the
Administrator shall make such equitable adjustments, if any, by reason of any
such change, deemed appropriate in the number of Deferred Compensation Units
credited to each Participant's Deferred Compensation Units Account.
Notwithstanding the foregoing, in the event of such stock split or stock
dividend, recapitalization, merger, consolidation, combination or exchange of
stock or similar corporate change, 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 Deferred Compensation
Units under this Plan shall become the right to receive such cash, securities or
other property.
(d) Transfers 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 Participant in a notice to
the Company. 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 Participant's
Investment Change Form is received by the Company prior to the thirteenth
business day following the date of release of the Company'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 Company. If any Participant elects to
engage in any transaction that, but for this Section 4.2(d), 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 Participant shall reflect all balances and accruals as if such
transaction had not occurred. The Company is authorized to make any such
adjustments to a Participant's account balances as may be necessary to give
effect to the foregoing. No transfer shall be made from the Deferred
Compensation Units Accounts to the Interest-Bearing Account. Any such transfer
that does not satisfy such requirements shall be given no force or effect, and
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shall be void ab initio. Prior to requesting any transfer from the
Interest-Bearing Account to the Deferred Compensation Units Account, a
Participant should contact the compliance officer designated by the Company.
SECTION 4.3 - ASSIGNMENTS PROHIBITED
No part of the Accounts of a Participant shall be liable for the
debts, contracts or engagements of such Participant, his or her "Beneficiary" or
"Beneficiaries" or successors in interest, or may be taken in execution by levy,
attachment or garnishment or by any other legal or equitable proceeding, nor
shall any such person have any rights to alienate, anticipate, commute, pledge,
encumber or assign any benefits or payments hereunder in any manner whatsoever
except to designate a "Beneficiary" or "Beneficiaries" as provided in the
Beneficiary Designation Form attached hereto as Exhibit C.
SECTION 4.4 - VESTING OF ACCOUNTS
Subject to Section 8.3, each Participant's interest in his or her
Accounts shall be nonforfeitable at all times.
SECTION 4.5 - SHARES SUBJECT TO PLAN
The shares of stock subject to Deferred Compensation Units shall
be shares of the Company's Common Stock. The aggregate number of such shares
which may be distributed pursuant to Deferred Compensation Units under the Plan
shall not exceed 200,000 shares.
ARTICLE V
DISTRIBUTION OF BENEFITS
SECTION 5.1 - DISTRIBUTIONS PRIOR TO TERMINATION OF EMPLOYMENT
Subject to Sections 5.4 and 5.7, a Participant who has elected to
receive, or commence distribution of, all or a portion of such Participant's
Accounts on such Participant's Distribution Date and who has not had a
Termination of Employment before such Distribution Date shall receive cash in
the amount credited to the appropriate subaccount in the Interest-Bearing
Account as of such Distribution Date and/or shares of Common Stock equal to the
number of Deferred Compensation Units (rounded down to the nearest whole unit)
in the appropriate subaccount in the Deferred Compensation Units Account, in one
of the following methods, as elected by the Participant pursuant to Article II:
(i) distribution of such amount in one lump sum, or
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(ii) payment of such cash or the distribution of shares of Common
Stock in five annual installments as is designated by such Participant pursuant
to Article II;
provided, however, that if such Participant fails to make an election with
respect to the method of distribution pursuant to Article II, his or her
Benefits shall be distributed in one lump sum.
SECTION 5.2 - DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT
Subject to Sections 5.3 and 5.7, upon the Termination of
Employment of a Participant for any reason other than death, the amount credited
to his or her Accounts shall be distributed to such Participant in one lump sum
in cash and/or Common Stock no later than the date which is 60 days after such
Participant's Termination of Employment.
SECTION 5.3 - DISTRIBUTIONS UPON DEATH
(a) Subject to Section 5.7, upon the death of a Participant, the
amount credited to his or her Accounts shall be distributed in one lump sum in
cash and/or Common Stock, to such Participant's "Beneficiary" or "Beneficiaries"
as set forth in the Beneficiary Designation Form attached hereto as Exhibit C.
(b) Such distribution shall be made as soon as practicable
following the death of the Participant.
SECTION 5.4 - DISTRIBUTIONS UPON RETIREMENT
Subject to Section 5.7, upon the Retirement of a Participant, the
amount credited to such Participant's Accounts shall be distributed in cash
and/or Common Stock either (a) in one lump sum on the January 1 following the
date of such Participant's Retirement or (b) in five annual installments
beginning on the January 1 following the date of such Participant's Retirement,
as set forth in the deferral election form.
SECTION 5.5 - DISTRIBUTIONS UPON CONTROL EVENT
(a) Upon a Control Event, the amount credited to a Participant's
Accounts shall be distributed in one lump sum in cash and/or Common Stock.
(b) Such distribution shall be made not later than the closing
date for the Control Event.
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SECTION 5.6 - 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 Participant pursuant to this Article V may be distributed
pursuant to a "cashless procedure" satisfactory to the Committee which permits
the Participant 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 a commission, to the Company, which delivers such proceeds,
less withholding taxes, to the Participant.
SECTION 5.7 - TAX WITHHOLDING
The Company shall be entitled to require payment in cash or
deduction from other compensation payable to each Participant of any sums
required by federal, state or local tax law to be withheld with respect to the
deferral of Compensation or the payment or distribution of Benefits hereunder.
The Administrator may in its discretion (based, in part, on Rule 16b-3) and in
satisfaction of the foregoing requirement allow such Participant to elect to
have the Company withhold shares of Common Stock (or allow the return of shares
of Common Stock) having a Fair Market Value equal to the sums required to be
withheld.
ARTICLE VI
MAKE-UP PROVISION
The Administrator may, in its sole discretion, make up for
benefits of a Participant lost due to participation in the Plan.
ARTICLE VII
ADMINISTRATIVE PROVISIONS
SECTION 7.1 - DUTIES AND POWERS OF THE ADMINISTRATOR
(a) The Administrator shall administer the Plan in accordance
with the Plan and ERISA and shall have full discretionary power and authority:
(i) to engage actuaries, attorneys, accountants, appraisers,
brokers, consultants, administrators or other firms or persons and
(with its delegates) to rely upon the reports, advice, opinions or
valuations of any such persons except as required by law;
(ii) to adopt rules of the plan that are not inconsistent
with the Plan or applicable law and to amend or revoke any such Rules;
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(iii) to construe the Plan and the rules of the plan;
(iv) to determine questions of eligibility of Participants;
(v) to determine entitlement to a Benefit and to
distributions to Participants, "Beneficiaries," and all other persons;
(vi) to make findings of fact as necessary to make any
determinations and decisions in the exercise of such discretionary
power and authority; and
(vii) to appoint claims and review officials to conduct
claims procedures as provided in Section 7.9.
(b) Every finding, decision, and determination made by the
Administrator (or its delegate) shall, to the full extent permitted by law, be
final and binding upon all parties, except to the extent found by a court of
competent jurisdiction to constitute an abuse of discretion.
SECTION 7.2 - LIMITATIONS UPON POWERS OF THE ADMINISTRATOR
The Plan shall be uniformly and consistently interpreted and
applied with regard to all Participants in similar circumstances. The Plan
shall be administered, interpreted and applied fairly and equitably and in
accordance with the specified purposes of the Plan.
SECTION 7.3 - COMPENSATION AND INDEMNIFICATION OF
ADMINISTRATOR; EXPENSES OF ADMINISTRATION
(a) The Company shall pay or reimburse the Administrator for all
expenses (including reasonable attorneys' fees) properly incurred by it in the
administration of the Plan.
(b) The Company shall indemnify and hold each Committee member
harmless from all claims, liabilities and costs (including reasonable attorneys'
fees) arising out of the good faith performance of his or her functions
hereunder.
(c) The Company may obtain and provide for any Committee member,
at the expense of the Company, liability insurance against liabilities imposed
on him or her by law.
(d) Legal fees and other expenses incurred in the preparation and
amendment of documents shall be paid by the Company.
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SECTION 7.4 - EFFECT OF ADMINISTRATOR ACTION
Except as provided in Section 7.3, all actions taken and all
determinations made by the Administrator (or its delegate) in good faith shall
be final and binding upon all Participants, their "Beneficiaries" and any other
person.
SECTION 7.5 - RECORDKEEPING
(a) Unless otherwise determined by the Administrator, all records
with respect to the Plan and all Participants' accounts thereunder shall be
maintained by the Company, and all payments to be made pursuant to the Plan
(including issuances of Common Stock in respect of Deferred Compensation Units,
payments of Benefits, and payments of fees and expenses of administration) shall
be made by the Company without further action by the Administrator. The
Administrator shall prepare and maintain, or cause to be prepared and
maintained, suitable records as follows:
(i) a timely reporting and disclosure exemption filing with
the Department of Labor under DOL Reg. Section 2520.104-23,
(ii) records of each Participant's Deferral Dates, Deferred
Amounts and Accounts (and associated subaccounts), and
(iii) records of the Administrator's deliberations and
decisions.
(b) On behalf of the Administrator, the Company shall appoint a
secretary, and at its discretion, an assistant secretary, to keep the record of
the Administrator's proceedings, to transmit the Administrator's decisions,
instructions, consents or directions to any interested party, to execute and
file, on behalf of the Administrator, such documents, reports or other matters
as may be necessary or appropriate under ERISA and to perform ministerial acts.
SECTION 7.6 - STATEMENT TO PARTICIPANTS
Within 60 days after the last day of each calendar quarter of the
Plan Year, the Company, on behalf of the Administrator, shall furnish to each
Participant a statement setting forth the value of his or her Accounts and such
other information as the Administrator shall deem advisable to furnish.
SECTION 7.7 - INSPECTION OF RECORDS
Copies of the Plan and the records of a Participants's Accounts
(and associated subaccounts) shall be open to inspection by such Participant or
such Participant's duly authorized representatives at the office of the
Administrator at any reasonable business hour.
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SECTION 7.8 - IDENTIFICATION OF FIDUCIARIES
(a) The Administrator shall be the named fiduciary of the Plan
and, as permitted or required by law, shall have exclusive authority and
discretion to operate and administer the Plan.
(b) The named fiduciary, the Board, the Company, and every person
who exercises any discretionary authority or discretionary control respecting
the Plan or who has any discretionary authority or discretionary responsibility
in the administration of the Plan, including any person designated by the named
fiduciary to carry out fiduciary responsibilities under the Plan, shall be a
fiduciary and as such shall be subject to provisions of ERISA and other
applicable laws governing fiduciaries.
SECTION 7.9 - CLAIMS PROCEDURE
(a) A claim by a Participant, "Beneficiary" or any other person
shall be presented to the claims official appointed by the Administrator (or its
delegate) in writing within the maximum time permitted by law or under the
regulations of the Secretary of Labor or his or her delegate pertaining to
claims procedures.
(b) The claims official shall, within a reasonable time, consider
the claim and shall issue his or her determination thereon in writing.
(c) If the claim is granted, the appropriate distribution or
payment shall be made by the Company.
(d) If the claim is wholly or partially denied, the claims
official shall, within 90 days (or such longer period as may be reasonable
necessary), provide the claimant with written notice of such denial, setting
forth, in a manner calculated to be understood by the claimant
(i) the specific reason or reasons for such denial;
(ii) specific reference to pertinent Plan provisions on
which the denial is based;
(iii) a description of any additional material or
information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary; and
(vi) an explanation of the Plan's claims review procedure.
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(e) The Administrator (or its delegate) shall provide each
claimant with a reasonable opportunity to appeal the claim official's denial of
a claim to a review official (appointed by the Administrator (or its delegate)
in writing) for a full and fair review. The claimant or his or her duly
authorized representative
(i) may request a review upon written application to the
review official (which shall be filed with it),
(ii) may review pertinent documents, and
(iii) may submit issues and comments in writing.
(f) The review official may establish such time limits within
which a claimant may request review of a denied claim as are reasonable in
relation to the nature of the benefit which is the subject of the claim and to
other attendant circumstances but which, in no event, shall be less than 60 days
after receipt by the claimant of written notice of denial of his or her claim.
(g) The decision by the review official upon review of a claim
shall be made not later than 60 days after his or her receipt of the request for
review, unless special circumstances require an extension of time for
processing, in which case a decision shall be rendered as soon as possible, but
not later than 120 days after receipt of such request for review.
(h) The decision on review shall be in writing and shall include
specific reasons for the decision written in a manner calculated to be under
stood by the claimant with specific references to the pertinent Plan provisions
on which the decision is based.
(i) In considering claims under this claims procedure, the claims
official and the review official shall have fiduciary and discretionary
authority to make findings of fact and to construe the terms of the Plan and, to
the full extent permitted by law, the determination of the claims official (if
no review is properly requested or the decision of the review official on
review, if review has been properly requested) shall be final and binding on all
parties unless held by a court of competent jurisdiction to constitute an abuse
of discretion.
SECTION 7.10 - CONFLICTING CLAIMS
If the Administrator is confronted with conflicting claims
concerning a participant's Accounts, the Administrator may interplead the
claimants in an action at law, or in an arbitration conducted in accordance with
the rules of the American Arbitration Associates, as the Administrator shall
elect in its sole discretion, and in either case, the attorneys' fees, expenses
and costs reasonably incurred by the Administrator in such proceeding shall be
paid from the Participant's Accounts.
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SECTION 7.11 - SERVICE OF PROCESS
The Secretary of the Company is hereby designated as agent of the
Plan for the service of legal process.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
SECTION 8.1 - TERMINATION OF THE PLAN
(a) While the Plan is intended as a permanent program, the Board
and the Committee shall each have the right at any time to declare the Plan
terminated completely as to the Company or as to any division, facility or other
operational unit thereof; provided, however, that no amendment shall decrease
the amount of Benefits any Participant or any other person entitled to payment
under the Plan has in his or her Accounts.
(b) Discharge or layoff of Participants thereof without such a
declaration shall not result in a termination of the Plan.
(c) In the event of any termination, the Administrator shall
continue to maintain Participants' Accounts and payments of such Accounts shall
be made in accordance with the Plan or as otherwise provided by the
Administrator.
SECTION 8.2 - LIMITATION ON RIGHTS OF EMPLOYEES
The Plan is strictly a voluntary undertaking on the part of the
Company and shall not constitute a contract between a Company and any
Non-Officer President with respect to, or consideration for, or an inducement or
condition of, the employment of a Non-Officer President. Nothing contained in
the Plan shall give any Non-Officer President the right to be retained in the
service of a Company or to interfere with or restrict the rights of the Company,
which are hereby expressly reserved, to discharge or retire any Non-Officer
President, except as provided by law, at any time without notice and with or
without cause. Inclusion under the Plan will not give any Non-Officer President
any right or claim to any benefit hereunder except to the extent such right has
specifically become fixed under the terms of the Plan. The doctrine of
substantial performance shall have no application to Non-Officer Presidents,
Participants, "Beneficiaries" or any other persons entitled to payments under
the Plan. Each condition and provision, including numerical items, has been
carefully considered and constitutes the minimum limit on performance which will
give rise to the applicable right.
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SECTION 8.3 - UNFUNDED OBLIGATIONS OF THE COMPANY
The obligations of the Company under the Plan shall be unfunded
and unsecured, and nothing contained herein shall be construed as providing for
assets or Common Stock to be held in trust or escrow or any other form of
segregation of the assets or Common Stock of the Company for the benefit of any
Participant or any other person or persons to whom benefits are to be paid
pursuant to the terms of the Plan. The interest of any Participant or any other
person hereunder shall be limited to the right to receive the Benefits as set
forth herein. To the extent that a Participant or any other person acquires a
right to receive Benefits under the Plan, such rights shall be no greater than
the right of an unsecured general creditor of the Company that would otherwise
be obligated to the Non-Officer President who deferred Compensation.
SECTION 8.4 - ERRORS AND MISSTATEMENTS
In the event of any misstatement or omission of fact by a
Participant to the Administrator or any clerical error resulting in payment of
Benefits in an incorrect amount, the Administrator shall promptly cause the
amount of future payments to be corrected upon discovery of the facts and the
Company, as the case may be, shall (i) pay the Participant or any other person
entitled to payment under the Plan any underpayment in cash in a lump sum, (ii)
recoup any overpayment from future payments to the Participant or any other
person entitled to payment under the Plan in such amounts as the Administrator
shall direct or (iii) proceed against the Participant or any other person
entitled to payment under the Plan for recovery of any such overpayment.
SECTION 8.5 - PAYMENT ON BEHALF OF MINOR, ETC.
In the event any amount becomes payable under the Plan to a minor
or a person who, in the sole judgment of the Administrator is considered by
reason of physical or mental condition to be unable to give a valid receipt
therefor, the Administrator may direct that such payment be made to any person
found by the Administrator in its sole judgment, to have assumed the care of
such minor or other person. Any payment made pursuant to such determination
shall constitute a full release and discharge of the Company the Board, the
Administrator, the Committee and their officers, directors and employees.
SECTION 8.6 - AMENDMENT OF PLAN
As limited by any applicable law, the Plan may be wholly or
partially amended by the Board or the Committee from time to time including
retroactive amendments necessary to conform to the provisions and requirement of
ERISA or the Code or regulations pursuant thereto; provided, however, that no
amendment shall decrease the amount of interest or Deferred Compensation Units
any Participant or any other person entitled to payment under the Plan has in
the Participant's Accounts.
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SECTION 8.7 - GOVERNING LAW
This Plan shall be construed, administered and governed in all
respects under applicable federal laws and, where state law is applicable, the
laws of the State of Illinois.
SECTION 8.8 - PRONOUNS AND PLURALITY
The masculine pronoun shall include the feminine pronoun, and the
singular the plural where the context so indicates.
SECTION 8.9 - TITLES
Titles are provided herein for convenience only and are not to
serve as a basis for interpretations or construction of the Plan.
SECTION 8.10 - REFERENCES
Unless the context clearly indicates to the contrary, a reference
to a statute, regulation or document shall be construed as referring to any
subsequently enacted, adopted or executed statute, regulation or document.
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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
1996 DEFERRED COMPENSATION PLAN FOR NON-OFFICER PRESIDENTS
DEFERRAL ELECTION FORM
I,_______________________ , hereby irrevocably elect to defer receipt
of a portion of my Compensation earned for _________________________ (the "Plan
Year"), according to the terms and provisions of the IDEX Corporation 1996
Deferred Compensation Plan for Non-Officer Presidents (the "Plan"), and in the
manner and amount set forth below. I, along with my successors in interest and
assigns and all persons claiming under me, hereby consent to be bound, to the
extent authorized by law, by the statements contained herein and by the
provisions of the Plan as they now exist, and as they may be amended from time
to time.
I understand that, subject to the terms and provisions of the Plan and
the rules of the Plan, I am entitled to defer up to one hundred percent (100%)
of my total compensation in excess of the maximum annual compensation that can
be taken into account for qualified retirement plan purposes under Code Section
401(a)(17) (for the 1997 Plan Year, $160,000) for the Plan Year, subject to a
$10,000 minimum deferral per account.
1. DEFERRAL ELECTION
(a) BASE COMPENSATION DEFERRAL: I hereby irrevocably elect to
ratably defer receipt of my Base Compensation for the Plan
Year as follows:
_____% or $______________ of my Base Compensation
(b) BONUS DEFERRAL: I hereby irrevocably elect to defer the
receipt of my Bonus for services performed in the Plan Year,
which would otherwise be payable to me in January following
the Plan Year, as follows:
_____% or $______________ of my Bonus
2. INVESTMENT ELECTION
I hereby elect to have the amount of my Compensation deferred
under the Plan for the Plan Year credited as follows: (select a
percentage and/or dollar amount)
(a) _____% or $______________ Interest-Bearing Account; and/or
(b) _____% or $______________ Deferred Compensation Units
Account.
3. LENGTH OF DEFERRAL PERIOD (5 years, 10 years or upon Retirement)
Payments of Compensation deferred under the Plan for the Plan
Year shall commence on the January 1 following: (check one)
(a) __________ my Retirement;
(b) __________ five years after the Plan Year for which
Compensation is deferred; or
(c) __________ ten years after the Plan Year for which
Compensation is deferred.
I understand that in the event that my employment with IDEX
Corporation (the "Company") terminates for any reason other
than Retirement or death (including, but not limited to,
resignation or discharge), the Compensation deferred under
the Plan shall be accelerated and I shall receive such
payment in one lump sum no later than the date which is 60
days after the termination of employment.
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I further understand that upon my Retirement, I shall
receive payment of the Compensation deferred under the Plan,
or the distribution of such payment shall commence, as
elected in 4 below, on (or beginning on, if installments are
elected) the January 1 following my Retirement. Retirement
shall mean termination of employment with the Company upon
reaching retirement age, or earlier, at my election, in
accordance with the Company's policy on retirement.
I further understand that in the event of my death, payment
of the entire balance of Compensation deferred under the
Plan shall be made to my designated "Beneficiary" or
"Beneficiaries" as soon as practicable following my death.
4. FORM OF PAYMENT OF DEFERRED AMOUNTS
Payment of Compensation deferred under the Plan for the Plan Year
shall be made on the January 1 following the end of the deferral period as
follows: (check form of payment selected)
(a) __________ In a single lump sum distribution; or
(b) __________ In five annual installments.
I understand that amounts deferred pursuant to this election
shall be reflected in unfunded accounts established for me by the
Company. Payment of the Company's obligation will be from
general funds and no special assets or Common Stock will have
been or will be set aside as security for this obligation. My
rights and interests under the Plan, including amounts payable,
may not be assigned, pledged, or transferred other than to my
designated "Beneficiary" or "Beneficiaries" upon death.
The Plan is incorporated into and made a part of this Deferral
Election Form as though set forth in full herein.
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By executing this Deferral Election Form, I acknowledge receipt of a copy of the
Plan, and I confirm my understanding and acceptance of all the terms and
provisions of the Plan.
______________________________ _________________________
Name Social Security Number
______________________________ _________________________
Signature Date
Received by the Administrator
______________________________
Name
______________________________ _________________________
Signature Date
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EXHIBIT B
IDEX CORPORATION
1996 DEFERRED COMPENSATION PLAN FOR NON-OFFICER PRESIDENTS
INVESTMENT CHANGE FORM
**********
INVESTMENT CHANGE
I hereby elect to change the vehicle used for the investment of
Compensation deferred 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
"Company") prior to the thirteenth business day following the date of release of
the Company's quarterly or annual summary statement of sales and earnings, as
specified in Section 4.2(d) 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 Company.
**********
_________________________ _________________________
Name Social Security Number
_________________________ _________________________
Signature Date
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EXHIBIT C
IDEX CORPORATION
DEFERRED COMPENSATION PLAN FOR NON-OFFICER PRESIDENTS
BENEFICIARY DESIGNATION FORM
Name __________________________________________ [ ] Original
Social Security Number _________________________ [ ] Change
Instructions: This form is used to designate a beneficiary under the IDEX
Corporation Deferred Compensation Plan for Non-Officer Presidents. 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 IDEX Corporation Deferred Compensation Plan for Non-Officer
Presidents 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 Dorothy Smith, Wife, if she survives
per stirpes provision me; otherwise, the issue of my
for unnamed children marriage to said Wife who survives me,
and their children. 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 Dorothy Smith, Wife, if she survives
Unnamed Children. me; otherwise in equal shares to such
of the Children born of my marriage to
said Wife as survive me.
3. Two Beneficiaries in Three-eighths (3/8) to Peter Smith,
Unequal Portions. 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 (Name and Complete Address) Trustee,
below) 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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