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EXHIBIT 10 (k)
ILLINOIS TOOL WORKS INC.
EXECUTIVE CONTRIBUTORY
RETIREMENT INCOME PLAN
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ILLINOIS TOOL WORKS INC.
EXECUTIVE CONTRIBUTORY RETIREMENT INCOME PLAN
Illinois Tool Works Inc. hereby amends and restates in its entirety,
effective as of January 1, 1999, the Illinois Tool Works Inc. Executive
Contributory Retirement Income Plan, which was originally established
April 1, 1993.
I. PURPOSE
The purpose of this Illinois Tool Works Inc. Executive Contributory
Retirement Income Plan is to provide a further means whereby Illinois
Tool Works Inc. and its subsidiaries and affiliated companies may
afford financial security to certain employees.
II. DEFINITIONS
2.1 "Agreement" means the Illinois Tool Works Inc. Executive
Contributory Retirement Income Plan Deferral Agreement(s)
executed between a Participant and the Company, whereby a
Participant agrees to defer a portion of his/her Salary and/or
Bonus pursuant to the provisions of the Plan and/or specifies
the number of years over which payments might be made pursuant
to Section 4.8 (subject to the provisions of Section 4.10),
and the Company agrees to make benefit payments in accordance
with the provisions of the Plan. To the extent a Participant's
deferral agreement changes the number of payments specified in
a prior deferral agreement the most recent agreement shall be
deemed to amend all prior agreements.
2.2 "Beneficiary" means the person or persons so designated by a
Participant pursuant to Section 4.11.
2.3 "Board of Directors" means the Board of Directors of Illinois
Tool Works Inc. Notwithstanding anything herein to the
contrary, except in regard to a Change in Control, the
Executive Committee of the Board of Directors can act under
the Plan in lieu of the entire Board.
2.4 "Bonus" means the amount(s) earned during a calendar year by
the Participant under the Company's Executive Incentive Plan,
if the Participant is eligible for such Bonus.
2.5 "A Change in Control" means any of the following:
a) the dissolution of the Company;
b) the merger, consolidation, or reorganization of the
Company with any other corporation after which the
holders of common stock immediately prior to the
effective date thereof hold less than 70% of the
outstanding common stock of the surviving or resulting
entity;
c) the sale of all or substantially all of the assets of
the Company to any person or entity other than a
wholly-owned subsidiary;
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d) any person or group of persons acting in concert, other
than descendants of Byron L. Smith and trusts for the
benefit of such descendants, or entity becomes the
beneficial owner, directly or indirectly, of more than
30% of the outstanding common stock; or
e) the individuals who, as of the close of the most recent
annual meeting of the Company's stockholders, are
members of the Board of Directors (the "Existing
Directors") cease for any reason to constitute more than
50% of the Board of Directors; provided, however, that
if the election or nomination for election, by the
Company's stockholders of any new director was approved
by a vote of at least 50% of the Existing Directors,
such new director shall be considered an Existing
Director; provided further, however, that no individual
shall be considered an Existing Director if such
individual initially assumed office as a result of
either an actual or threatened "Election Contest" (as
described in Rule14a-11 under the Securities Exchange
Act of 1934) or other actual or threatened solicitation
of proxies by or on behalf of anyone other than the
Board of Directors (a "Proxy Contest"), including by
reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest.
2.6 "Committee" means the Employee Benefits Committee of the
Company appointed by the Board of Directors to manage and
administer the Plan.
2.7 "Company" means Illinois Tool Works Inc. and any subsidiaries
and affiliated companies of which Illinois Tool Works Inc.
owns more than 80% of the outstanding common stock or other
ownership interest.
2.8 "Deferral Year" means any calendar year.
2.9 "Deferred Benefit Account" means the account maintained on the
books of the Company for each Participant pursuant to Article
III. One Deferred Benefit Account shall be maintained for all
Agreements entered into by a Participant and the Company
pursuant to this Plan. A Participant's Deferred Benefit
Account shall not constitute or be treated as a trust fund of
any kind.
2.10 "Determination Date" means the date on which the amount of a
Participant's Deferred Benefit Account is determined as
provided in Article III hereof. The last day of each calendar
quarter or the date of a Participant's Termination of Service
shall be a Determination Date.
2.11 "Disability" shall have the same meaning as Disabled under the
Illinois Tool Works Inc. Pension Plan.
2.12 "Early Benefit Date" means the date of Termination of Service
of the Participant on or after he/she attains age 55 and has
10 Years of Service with the Company and before attaining age
65.
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2.13 "Interest Yield" means either the Retirement Interest Yield,
Death Interest Yield or the Termination Interest Yield as
defined below:
a) "Retirement Interest Yield" or "Death Interest Yield"
means 130 percent of Moody's. The maximum Retirement
Interest Yield or Death Interest Yield pursuant to this
Plan shall be 15.6%.
b) "Termination Interest Yield" means 100 percent of
Moody's. The maximum Termination Interest Yield pursuant
to this Plan shall be 12%.
2.14 "Moody's" means the average Moody's Long-Term Corporate Bond
Yield for the preceding calendar quarter as determined from
the Moody's Bond Record published by Moody's Investor's
Service, Inc. (or any successor thereto). For purposes of this
Plan, Moody's shall not exceed 12%. In the event that Moody's
exceeds 12%, for purposes of calculating the appropriate
Interest Yield, 12% shall be used.
2.15 "Normal Benefit Date" means the date of Termination of Service
of the Participant on or after he/she attains age 65 and has
completed five Years of Service with the Company.
2.16 "Participant" means an executive of the Company who is
designated to be eligible pursuant to Section 3.1 who enters
into an Agreement, and who has commenced Salary and/or Bonus
reductions pursuant to such Agreement.
2.17 "Plan" means the Illinois Tool Works Inc. Executive
Contributory Retirement Income Plan as amended from
time-to-time.
2.18 "Plan Effective Date" means April 1, 1993.
2.19 "Salary" means the Participant's base pay.
2.20 "Termination of Service" means the Participant's cessation of
his/her service with the Company for any reason whatsoever,
whether voluntarily or involuntarily, including by reason of
retirement, death, or Disability.
2.21 "Years of Service" shall have the same meaning as Eligibility
Service under the Illinois Tool Works Inc. Pension Plan.
III. PARTICIPANT AND COMPENSATION REDUCTION
3.1 Participation. Participation in the Plan shall be limited to
executives of the Company who qualify for inclusion in a
"select group of management or highly compensated employees"
as provided in Sections 201(2), 301(a)(3), 401(a)(1) and
4021(b)(6) of ERISA and who are designated to be eligible by
the Chief Executive Officer (CEO) of the Company. The CEO of
the Company must be designated to be eligible by the Board of
Directors. In addition, to be eligible to participate in the
Plan, an eligible employee must file an Agreement with the
Company prior to the first day of the deferral period on which
a Participant's participation commences in the Plan. The
election to participate shall be effective upon the receipt by
the Company of an Agreement that is properly completed and
executed in conformity with the Plan.
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A Participant must be designated to be eligible for each
deferral period as outlined in Section 3.2.
3.2 Minimum and Maximum Deferral and Length of Participation. A
Participant may elect to defer between 5% and 50% of his/her
Salary in 1% increments during a Deferral Year. In addition, a
Participant may elect to defer up to 100% of his/her Bonus in
1% increments earned during a Deferral Year. At the time of
election, a Participant may elect to defer a different
percentage of his/her Salary or Bonus for each Deferral Year
and may also elect not to defer any portion of his/her Salary
or Bonus in a Deferral Year.
The deferral opportunity shall extend through December 31,
2004, however there shall be two periods of three years each.
The initial deferral period shall be from January 1, 1999
through December 31, 2001. The second deferral period shall be
from January 1, 2002 through December 31, 2004. A Participant
must complete a separate Agreement for each deferral period
and in order to be eligible for the second deferral period, a
Participant must be designated to be eligible for the second
deferral period and must complete a separate Agreement for
that deferral period.
3.3 Timing of Deferral Credits. The amount of Salary and Bonus
that a Participant elects to defer in an Agreement shall cause
an equivalent reduction in the Participant's Salary and Bonus.
Salary and Bonus deferrals shall be credited to the
Participant's Deferred Benefit Account throughout each Plan
year at the end of each calendar quarter.
3.4 New Participants. Subsequent to January 1, 1999, an employee
shall be eligible to participate after being approved by the
CEO. The eligible employee may begin participation pursuant to
Section 3.1 and shall be bound by all terms and conditions of
the Plan, provided, however, that his/her Agreement must be
filed no later than 30 days following notification of his/her
eligibility to participate.
3.5 Alteration of Salary and Bonus Deferral. Except as provided in
this Section 3.5 and in Section 3.6, a Participant's election
to defer Salary and Bonus shall be irrevocable. Pursuant to
this Section 3.5, a Participant may increase or decrease
his/her original Salary and/or Bonus deferral percentage prior
to December 1 of the year preceding the Deferral Year for
which such adjustment is requested. A Participant may increase
or decrease the deferral percentage of his/her Salary and/or
Bonus by the greater of 5% for Salary and 10% for Bonus or a
percentage which is not more than 50% of the Participant's
original election if changed prior to December 1 of the year
preceding the Deferral Year for which the adjustment is
effective. In the event that the maximum adjustment percentage
is not an integer percentage it shall be rounded up to the
next highest integer percentage. A Participant may not
decrease his/her Salary deferral percentage below 5%, but may
choose not to have any Salary deferral in accordance with this
section 3.5. To the extent a Participant has elected to defer
0% of Salary and/or Bonus for any Deferral Year on his/her
deferral agreement, the Participant may increase his/her
Salary deferral from 0% to 5% and/or increase his/her Bonus
deferral from 0% to 10% by entering into a deferral Agreement
by December 1 of the year preceding the Deferral Year for
which such Agreement is to be effective.
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3.6 Emergency Benefit: Waiver of Deferral. In the event that the
Company, upon written petition of the Participant or his/her
Beneficiary, determines in its sole discretion, that the
Participant or his/her Beneficiary has suffered an
unforeseeable financial emergency, the Company may pay to the
Participant or his/her Beneficiary as soon as practicable
following such determination, an amount, not in excess of the
Participant's Deferred Benefit Account, necessary to satisfy
the emergency. For purposes of this Plan, an unforeseeable
financial emergency is an unanticipated emergency that is
caused by an event beyond the control of the Participant or
Beneficiary and that would result in severe financial hardship
to the individual if the emergency distribution were not
permitted, as may result from illness, casualty loss or sudden
financial reversal. Cash needs arising from foreseeable
events, such as the purchase of a residence or education
expenses for children shall not be considered the result of an
unforeseeable financial emergency. The Company may also grant
a waiver of the Participant's agreement to defer a stated
amount of Salary and Bonus upon finding that the Participant
has suffered an unforeseeable financial emergency. The waiver
shall be for such period of time as the Company deems
necessary under the circumstances.
3.7 Company Matching Contribution. The Company shall contribute an
amount to a Participant's Deferred Benefit Account as and when
the Participant's own Salary deferrals are added pursuant to
Section 3.3. The amount of the Company matching contribution
shall be equal to 3% of the Participant's Salary. In order for
the Company matching contribution to be credited to a
Participant's Deferred Benefit Account, the Participant must
elect to defer at least 5% of his/her Salary during the
Deferral Year. Notwithstanding the foregoing, when the CEO
designates a Participant pursuant to Section 3.4, he may
specify that such Participant is not entitled to a Company
matching contribution.
3.8 Determination of Account. The balance of each Participant's
Deferred Benefit Account as of each Determination Date shall
be calculated as follows, using the terms and methods in the
order defined below:
a) Beginning Balance:
The balance on the beginning of the first day of the
quarter. This equals the Ending Balance as of the end of
the day on the prior Determination Date.
b) Sub-Ending Balance:
The Beginning Balance, plus Participant deferrals plus
Company matching contributions less any distributions,
made after the prior Determination Date and up through
and including the current Determination Date.
c) Average Balance:
The arithmetic average of the Beginning Balance and the
Sub-Ending Balance from the current quarter.
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d) Interest:
The Average Balance times the appropriate Interest Yield
divided by four, times the number of calendar days from
the prior Determination Date to the current
Determination Date (or the date of payment if applicable
and deemed appropriate by the Company) divided by the
total number of calendar days in the quarter.
e) Ending Balance:
The Sub-Ending Balance plus Interest.
3.9 Vesting of a Participant's Deferred Benefit Account. A
Participant shall be 100% vested in his/her Deferred Benefit
Account equal to the amount of Salary and Bonus he/she
deferred into the Deferred Benefit Account and the interest
credited thereon. The Company matching contributions and
interest credited thereon shall vest in the same manner as
under the Illinois Tool Works Inc. Savings and Investment
Plan.
IV. BENEFITS
4.1 Return of Deferrals. At the time a Participant executes an
Agreement, he/she may elect to receive a return of his/her
deferrals made within a particular Deferral Year. The return
of deferral election does not apply to either the Company's
matching contribution or the interest credited to the
Participant's Deferred Benefit Account. The return of deferral
election shall specify the year (distribution year) in which
payment shall be made, which shall be paid as of June 30, five
or more years after the Deferral Year in which the Salary
and/or Bonus deferral was initially credited to the
Participant's Deferred Benefit Account. Each such return of
deferral shall be paid in a lump sum. A return of deferral
shall only be paid prior to a Participant's Termination of
Service. Any return of deferral paid shall be deemed a
distribution, and shall be deducted from the Participant's
Deferred Benefit Account. A separate return of deferrals
election shall be made for each Deferral Year and for both
Salary and Bonus deferrals.
4.2 Retirement Benefit. Subject to Section 4.8 below, upon a
Participant's Early Benefit Date or Normal Benefit Date,
he/she shall be entitled to receive the amount of his/her
Deferred Benefit Account determined under Section 3.8 using
the Retirement Interest Yield. The form of benefit payment
shall be as provided in Section 4.8.
4.3 Termination Benefit. Upon the Termination of Service of a
Participant before becoming eligible for a retirement benefit,
for reasons other than death or Disability, the Company shall
pay to the Participant, a benefit equal to the vested portion
of his/her Deferred Benefit Account using the Termination
Interest Yield.
Unless otherwise directed by the Committee, the termination
benefit shall be payable in a lump sum within 60 days
following his/her Termination of Service. Upon a Termination
of Service, the Participant shall immediately cease to be
eligible for any other benefit provided under this Plan.
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4.4 Death Prior to Termination of Service. Upon the Termination of
Service due to a Participant's death, the Beneficiary of the
deceased Participant shall be entitled to a death benefit
equal to the Participant's Deferred Benefit Account determined
under Section 3.8 using the Death Interest Yield. The form of
benefit shall be as provided in Section 4.8 and shall be in
lieu of all other benefits under this Plan.
4.5 Death Subsequent to Early or Normal Benefit Date. Upon the
death of a Participant subsequent to his/her Early or Normal
Benefit Date, the Beneficiary of the deceased Participant
shall receive the Participant's remaining Deferred Benefit
Account. Payment of a Participant's remaining Deferred Benefit
Account shall be in accordance with Section 4.8.
4.6 Disability. In the event of a Termination of Service due to
Disability, which first manifests itself after the Plan
Effective Date and prior to the commencement of Benefit
Payments in Section 4.8, a disabled Participant may receive a
benefit equal to the balance of his/her Deferred Benefit
Account under Section 3.8 using the Retirement Interest Yield.
The commencement of such benefit will be on the Participant's
earliest benefit date consistent with Sections 2.12 and 2.15.
Payments shall be made in accordance with Section 4.8. The
Company, in its sole discretion, may accelerate the payment of
any disability benefit payable under this Section. Disability
benefits shall be treated as distributions from a
Participant's Deferred Benefit Account.
4.7 Change of Status. In the event it is determined that the
Participant ceases to be eligible to participate in this Plan
or if the Participant's Salary is materially reduced, the
Participant may elect to reduce the amount of any remaining
deferral. In such event, he/she shall not be treated as having
terminated participation pursuant to this Plan.
4.8 Form of Benefit Payment.
a) Upon the happening of an event described in Section 4.2,
4.4, 4.5, or 4.6, the Company shall pay the
Participant's Deferred Benefit Account in a lump sum or
in monthly installments payable in approximately equal
amounts over 2 to 20 years, commencing on the event
described in Section 4.2, 4.4, 4.5 or 4.6 in accordance
with the Participant's last Agreement. Interest on the
unpaid principal balance equal to the applicable
Retirement Interest Yield will be added to the
Participant's Deferred Benefit Account on each
Determination Date. The amount of the installment
payments shall be based on the prevailing Retirement
Interest Yield at the commencement of payments,
projected into the future using a method approved by the
Company. The amount of the installment payments shall be
recomputed no less frequently than every three years and
the installment payments shall be increased or decreased
to reflect any changes in the Retirement Interest Yield.
A Participant may, by written request filed with the
Company at least 13 months prior to the commencement of
a distribution pursuant to this Plan, change the method
of distribution elected in his/her Agreement to any
other method permitted under this Section 4.8.
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b) In the event of the death of the Participant, as
described in Sections 4.4. or 4.5, the Participant's
Beneficiary may, with the consent of the Company, elect
an alternative form of benefit payment, such as a
lump-sum payment or a shorter installment period. In
such event, the applicable Death Interest Yield shall be
utilized in determining the Deferred Benefit Account
until all payments have been made to the Beneficiary of
the deceased Participant.
c) In the event that a Participant retires on or subsequent
to his/her Early Benefit Date but prior to his/her
Normal Benefit Date, the Participant may file a written
request with the Company requesting the deferral of
his/her Retirement Benefit until up to age 70. The
written request must be made at least 13 months prior to
the Participant's Termination of Service. The Company
may, but is not required to, grant the Participant's
request.
4.9 Tax Withholding. To the extent required by law in effect at
the time payments are made, the Company shall withhold any
taxes required to be withheld by any Federal, State, or local
government.
4.10 Commencement of Payments. Unless otherwise provided,
commencement of payments under this Plan shall be within 60
days following receipt of notice by the Company of an event
which entitles a Participant or a Beneficiary to payments
under this Plan, or at such earlier date as may be determined
by the Company. All payments shall be made as of the first day
of the month. Benefits paid pursuant to Section 4.2 may
commence no earlier than age 55 and Deferred Benefit Accounts
must be paid out no later than age 85.
4.11 Recipients of Payments: Designation of Beneficiary. All
payments to be made by the Company under the Plan shall be
made to the Participant during his/her lifetime, provided that
if the Participant dies prior to the completion of such
payments, then all subsequent payments under the Plan shall be
made by the Company to the Beneficiary determined in
accordance with this Section 4.11. The Participant may
designate a Beneficiary by filing a written notice of such
designation with the Company in such form as the Company
requires and may include contingent Beneficiaries. The
Participant may from time-to-time change the designated
Beneficiary by filing a new designation in writing with the
Company. If no designation is in effect or if an existing
designation is determined to be invalid or ineffective at the
time any benefits payable under this Plan become due, the
Beneficiary shall be the spouse of the Participant, or if no
spouse is then living, the representatives of the
Participant's estate.
V. CLAIMS FOR BENEFITS PROCEDURE
5.1 Claim for Benefits. Any claim for benefits under the Plan
shall be made in writing to the Company. If such claim is
wholly or partially denied by the Company, the Company shall,
within a reasonable period of time, but not later than 60 days
after receipt of the claim, notify the claimant of the denial
of the claim. Such notice of denial shall be in writing and
shall contain:
(a) The specific reason(s) for denial of the claim;
(b) A reference to the relevant Plan provisions upon which
the denial is based;
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(c) A description of any additional material or information
necessary for the claimant to perfect the claim,
together with an explanation of why such material or
information is necessary; and
(d) An explanation of the Plan's claim review procedure.
If no such notice is provided, the claim shall be deemed
granted.
5.2 Request for Review of a Denial of a Claim for Benefits. Upon
the receipt by the claimant of written notice of a denial of a
claim, the claimant may within 90 days file a written request
to the Committee, requesting a review of the denial of the
claim, which review shall include a hearing if deemed
necessary by the Committee. In connection with the claimant's
appeal of the denial of his/her claim, he/she may review
relevant documents and may submit issues and comments in
writing.
5.3 Decision Upon Review of Denial of Claim for Benefits. The
Committee shall render a decision on the claim review
promptly, but no more than 60 days after the receipt of the
claimant's request for review, unless special circumstances
(such as the need to hold a hearing) require an extension of
time, in which case the 60 day period shall be extended to 120
days. Such decision shall:
(a) Include specific reasons for the decision;
(b) Be written in a manner calculated to be understood by
the claimant; and
(c) Contain specific references to the relevant Plan
provisions upon which the decision is based.
The decision of the Committee shall be final and binding in
all respects on both the Company and the claimant.
VI. ADMINISTRATION
6.1 In general, the Plan shall be administered by the Company.
6.2 Administrative Rights, Powers, and Duties. The Company shall
be responsible for the management, operation, and
administration of the Plan. In addition to any powers, rights
and duties set forth elsewhere in the Plan, the Company shall
have the following powers and duties:
(a) To adopt such rules and regulations consistent with the
provisions of the Plan as it deems necessary for the
proper and efficient administration of the Plan;
(b) To administer the Plan in accordance with its terms and
any rules and regulations it establishes;
(c) To maintain records concerning the Plan sufficient to
prepare reports, returns and other information required
by the Plan or by law;
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(d) To construe and interpret the Plan and to resolve all
questions arising under the Plan;
(e) To direct the payment of benefits under the Plan, and to
give such other directions and instructions as may be
necessary for the proper administration of the Plan;
(f) To employ or retain agents, attorneys, actuaries,
accountants or other persons, who may also be employed
by or represent the Company in matters other than this
Plan; and
(g) To be responsible for the preparation, filing and
disclosure on behalf of the Plan of such documents and
reports as are required by any applicable Federal or
State law.
6.3 Information to be Furnished to Committee. The Company shall
furnish the Committee such data and information as it may
require. The records of the Company shall be determinative of
each Participant's period of employment, termination of
employment and the reason therefore, leave of absence,
reemployment, Years of Service, personal data, and Salary and
Bonus reductions. Participants and their Beneficiaries shall
furnish to the Company such evidence, data, or information,
and execute such documents as it requests.
6.4 Responsibility. No employee of the Company, member of the
Committee or of the Board of Directors of the Company shall be
liable to any person for any action taken or omitted in
connection with the administration of this Plan.
VII. AMENDMENT AND TERMINATION
7.1 Amendment. The Plan may be amended in whole or in part by the
Company at any time. Notice of any such amendment shall be
given in writing to the Committee and to each Participant and
each Beneficiary of a deceased Participant. An amendment may
not decrease the value of a Participant's Deferred Benefit
Account.
7.2 Company's Right to Terminate. The Company or the Committee may
terminate the Plan and/or any Agreements pertaining to the
Participant at any time after the Plan Effective Date. In the
event of any such termination, the Participant shall be
entitled to the amount of his/her Deferred Benefit Account
determined under Section 3.8, using the Retirement Interest
Yield as of the date of termination of the Plan and/or his/her
Agreement. Such benefit shall be paid to the Participant in
quarterly installments over a period of no more than 15 years,
except that the Company, in its sole discretion, may pay out
such benefit in a lump sum or in installments over a period
shorter than 15 years.
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7.3 Change in Control. If there is a Change in Control,
notwithstanding any other provision of this Plan, any
Participant or Beneficiary who has a Deferred Benefit Account
hereunder shall, at any time during an 18 month period
immediately following a Change in Control, have the right to
request and be paid by the Company a lump sum payment equal to
90% of the Participant's remaining Deferred Benefit Account.
The remaining 10% of the Participant's Deferred Benefit
Account shall be permanently forfeited and shall not be paid
to, or in respect of, the Participant. In the event no such
request is made by a Participant, the Plan and Agreement shall
remain in full force and effect with respect to such
Participant.
VIII. MISCELLANEOUS
8.1 No Implied Rights: Rights on Termination of Service. Neither
the establishment of the Plan nor any amendment thereof shall
be construed as giving any Participant, Beneficiary or any
other person any legal or equitable right unless such right
shall be specifically provided for in the Plan or conferred by
specific action of the Company in accordance with the terms
and provisions of the Plan. Except as expressly provided in
this Plan, the Company shall not be required or be liable to
make any payment under this Plan subsequent to the Termination
of Service of the Participant.
8.2 No Right to Company Assets. Neither the Participant nor any
other person shall acquire by reason of the Plan any right in
or title to any assets, funds or property of the Company
whatsoever including, without limiting the generality of the
foregoing any specific funds, assets or other property which
the Company, in its sole discretion, may set aside in
anticipation of a liability hereunder. Any benefits which
become payable hereunder shall be paid from the general assets
of the Company. The Participant shall have only a contractual
right to the amounts, if any, payable hereunder unsecured by
any asset of the Company. Nothing contained in the Plan
constitutes a guarantee by the Company that the assets of the
Company shall be sufficient to pay any benefit to any person.
8.3 No Employment Rights. Nothing herein shall constitute a
contract of continuing service or in any manner obligate the
Company to continue the services of the Participant, or
obligate the Participant to continue in the service of the
Company, or as a limitation of the right of the Company to
discharge any of its employees, with or without cause. Nothing
herein shall be construed as fixing or regulating the Salary
and Bonus payable to the Participant.
8.4 Offset. If at the time payments or installments of payments
are to be made hereunder, the Participant or the Beneficiary
or both are indebted or obligated to the Company, then the
payments remaining to be made to the Participant or the
Beneficiary or both may, at the discretion of the Company, be
reduced by the amount of such indebtedness or obligation,
provided, however, that an election by the Company not to
reduce any such payment or payments shall not constitute a
waiver of its claim for such indebtedness or obligation.
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8.5 Non-assignability. Neither the Participant nor any other
person shall have any voluntary or involuntary right to
commute, sell, assign, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate or convey in advance
of actual receipt the amounts, if any, payable hereunder, or
any part thereof, which are expressly declared to be
unassignable and non-transferable. No part of the amounts
payable shall be, prior to actual payment, subject to seizure
or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by the Participant or any
other person, or be transferable by operation of law in the
event of the Participant's or any other person's bankruptcy or
insolvency.
8.6 Notice. Any notice required or permitted to be given under the
Plan shall be sufficient if in writing and hand delivered, or
sent by registered or certified mail, and if given to the
Company, delivered to the principal office of the Company,
directed to the attention of the CEO. Such notice shall be
deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark or the
receipt for registration or certification.
8.7 Governing Laws. The Plan shall be construed and administered
according to the laws of the State of Illinois.
IN WITNESS WHEREOF, the Company has adopted and restated this Illinois
Tool Works Inc. Executive Contributory Retirement Income Plan on
January 1, 1999.
ILLINOIS TOOL WORKS INC.
By: /s/ John Karpan
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Its: Senior Vice President, Human Resources
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