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EXHIBIT 4.8
IDEX CORPORATION
1996 DEFERRED COMPENSATION PLAN FOR OFFICERS
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 Officers (the "Plan") on
January 23, 1996 for the benefit of its officers. 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"). In addition,
concurrently with adoption of the Plan, the Board of Directors of IDEX
Corporation has adopted the 1996 Stock Plan for Officers of IDEX Corporation
(the "Officers Stock Plan") which, in part, authorizes the issuance of Common
Stock for the Plan.
The Plan is a nonqualified deferred compensation plan pursuant
to which certain eligible officers of the Company may elect to defer
compensation otherwise payable to such officers. 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 Officer 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 an Officer 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 an Officer 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
appointed as provided in Section 7.1 of the Officers Stock Plan.
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.
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(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.
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.
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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.
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
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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 - 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 1.25 - OFFICERS STOCK PLAN
"Officers Stock Plan" shall have the meaning set forth in the
first paragraph of this 1996 Deferred Compensation Plan for Officers. Any
investment of Deferred Amounts into the Deferred Compensation Units Account and
the subsequent distribution of Common Stock pursuant to Article V shall be
subject to and in accordance with the Officers Stock Plan which is incorporated
herein by reference.
SECTION 1.26 - PARTICIPANT
"Participant" shall mean an Officer 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 Officers and any date a Bonus is paid.
SECTION 1.28 - PLAN
"Plan" shall mean this 1996 Deferred Compensation Plan for Officers.
SECTION 1.29 - PLAN YEAR
"Plan Year" shall mean the calendar year.
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SECTION 1.30 - 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 1.31 - 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 Officer when the employee-employer relationship
between the Officer 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 Officer who on the first day of a Plan Year will
have Compensation greater than the dollar amount established by the
Administrator, based on the 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. An Officer 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) An Officer who is an Active Participant during any
Plan Year shall not be an Active Participant for any subsequent Plan Year
unless such Officer satisfies the requirements of subsection (a) with respect
to such Plan Year.
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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 Officer 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 Interest-Bearing Account and the Deferred
Compensation Units Account are subject to a $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.
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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 an Officer hired after 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.
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(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.
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
Officer 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.
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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 or the Officers Stock 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 shares of Common Stock permitted under the Plan or
the Officers Stock 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
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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 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
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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.
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
(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
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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.
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.
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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;
(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.
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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.
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
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(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.
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.
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(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.
(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.
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(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.
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.
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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
Officer with respect to, or consideration for, or an inducement or condition
of, the employment of an Officer. Nothing contained in the Plan shall give any
Officer 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 Officer, except as provided by law, at any
time without notice and with or without cause. Inclusion under the Plan will
not give any Officer 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 Officers,
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.
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 Officer 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
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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.
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 OFFICERS
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 Officers (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 OFFICERS
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 OFFICERS
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 Officers. 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 Officers 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 survives me;
provision for unnamed children and otherwise, the issue of my marriage to said Wife
their children. 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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