EX-10.5 6 exh10-5.htm FORM OF PERF. SHARE AWARD CERT. AND ACCEPT. Emerson Electric Co. Exhibit 10.5 to Form 8K Exhibit 10.5
C E R T I F I C A T E
EMERSON ELECTRIC CO.
[YEAR] PERFORMANCE SHARES PROGRAM
THIS CERTIFIES that [NAME] is entitled to be a participant in Emerson Electric Co.‘s [YEAR] Performance Shares Program under the 1997 Incentive Shares Plan approved and adopted by the Board of Directors on October 1, 1996, and has been awarded [NUMBER OF] Units, all in accordance with the terms and provisions of said Plan.
Dated this __ day of _______________.
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| | For the Compensation and Human
Resources Committee | |
INTRA-COMPANY CORRESPONDENCE
| FILE: | 20-- PERFORMANCE SHARES PROGRAM AWARD | |
| SUBJECT: | Acceptance of Award and Change of Control Election | |
This is to advise that in consideration of the Compensation and Human Resources Committee’s award of Performance Units in the 20 — Performance Shares Program under the 1997 Incentive Shares Plan, (1) I accept such participation upon the terms contained in the Award Certificate and the attached Plan document, and (2) I agree that during my employment by Emerson or any of its divisions, subsidiaries or affiliates (collectively, “Emerson”), and for a period of two (2) years after termination of such employment for any reason, I will not directly or indirectly engage in competition with, or enter the employ of or assist any person, firm, corporation or other entity engaged in a business competitive with, any business of Emerson in which I was employed, or solicit or hire any Emerson employees, even though no payment has been made to me under the terms of the Plan. I also agree Missouri law governs this agreement and consent to resolve any disputes in the courts in the state of Missouri.
I, ________________________
| [ ] | do not elect a deferred payment option as provided under the Plan. |
| [ ] | hereby, irrevocably elect the deferred payment option as permitted in the Plan. Payments are to be paid annually on March 15th beginning ___________ (year) (not earlier than 20 — ) and to be paid over _______ years. |
In the event of a Change of Control as defined in the 1997 Incentive Shares Plan, I hereby elect to receive any benefit due under Section 12 of the Plan (choose one):
| [ ] | upon the Change of Control in a lump sum distribution; |
| [ ] | upon termination of employment occurring after a Change of Control, in the form of: |
| | [a] _______ a lump sum distribution; or |
| | [b] _______ in installments as indicated above. |
I acknowledge I have read and understand the above, the Plan and Program Highlights and agree to the terms of the award as set forth therein.
| Date | | Please print or type full name |
