Amendment No. 5 to the 1999 Stock Incentive Plan of AMETEK, Inc.

Summary

AMETEK, Inc. has amended its 1999 Stock Incentive Plan, specifically updating the definition of the "Committee" to refer to the Compensation Committee of the Board of Directors. This amendment, effective May 18, 2004, was approved by the Board of Directors and executed by company officers. All other terms of the original plan remain unchanged.

EX-10.5 7 w99920exv10w5.txt AMENDMENT NO. 5 TO THE 1999 STOCK INCENTIVE PLAN Exhibit 10.5 AMENDMENT NO. 5 TO THE 1999 STOCK INCENTIVE PLAN OF AMETEK, INC. WHEREAS, AMETEK, Inc. (the "Company") has adopted the 1999 Stock Incentive Plan of AMETEK, Inc. (the "Plan"); and WHEREAS, Section 18 of the Plan permits the Board of Directors of the Company or the Committee (as defined in the Plan) to amend the Plan; and WHEREAS, the Board of Directors of the Company now desires to amend the Plan in certain respects; NOW, THEREFORE, the Plan is hereby amended as follows: 1. Section 2(f) of the Plan is hereby amended to read in its entirety as follows: "2. Definitions. (f) "Committee" shall mean the Compensation Committee of the Board of Directors and hereinafter described in Section 4." 2. The provisions of this Amendment shall be effective as of May 18, 2004. 3. Except to the extent hereinabove set forth, the Plan shall remain in full force and effect. IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized officer of the Company as of the 18th day of May, 2004. AMETEK, INC. By: /s/ John J. Molinelli ------------------------------- Name: John J. Molinelli Title: Executive Vice President & Chief Financial Officer Attest: /s/ Kathryn E. Londra - ------------------------------------ Kathryn E. Londra Corporate Secretary