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As filed with the Securities and Exchange Commission on December 23, 1996
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
IDEX CORPORATION
(Exact name of registrant as specified in its charter)
36-3555336
Delaware (I.R.S. Employer
(State of incorporation) Identification Number)
IDEX CORPORATION
630 Dundee Road, Suite 400
Northbrook, Illinois 60062
(Address of principal executive offices)
1996 STOCK PLAN FOR OFFICERS OF IDEX CORPORATION
1996 STOCK OPTION PLAN FOR NON-OFFICER KEY EMPLOYEES OF IDEX CORPORATION
AMENDED AND RESTATED IDEX CORPORATION 1996 DIRECTORS DEFERRED COMPENSATION PLAN
IDEX CORPORATION 1996 DEFERRED COMPENSATION PLAN FOR NON-OFFICER PRESIDENTS
IDEX CORPORATION 1996 DEFERRED COMPENSATION PLAN FOR OFFICERS
(Full title of the Plans)
__________________
Copies to:
Wayne P. Sayatovic Mark A. Stegemoeller
Senior Vice President Latham & Watkins
IDEX Corporation Sears Tower, Suite 5800
630 Dundee Road - Suite 400 Chicago, Illinois 60606
Northbrook, Illinois 60062 (312) 876-7700
(847) 498-7070 Counsel to Registrant
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Maximum Aggregate
Title of Each Class of Amount to be Offering Price Offering Amount of
Securities to be Registered Registered Per Share Price Registration Fee
- ---------------------------------------- ----------------- ------------ ---------- ----------------
Deferred Compensation Obligations (1) $24,903,125(2) 100% $24,903,125 $ 7,546.40
Common Stock, par value $.01 per share(3) 1,400,000 Shares(4) $38.3125(5) $53,637,500 $16,253.79
=================== =========== =========== ================
(1) The Deferred Compensation Obligations are unsecured general obligations of
IDEX Corporation (the "Company") to pay deferred compensation in accordance
with the Amended and Restated IDEX Corporation 1996 Directors Deferred
Compensation Plan (the "Directors Plan"), the IDEX Corporation 1996
Deferred Compensation Plan for Non-Officer Presidents (the "Presidents
Plan") and the IDEX Corporation 1996 Deferred Compensation Plan for
Officers (the "Officers Deferred Compensation Plan").
(2) Estimated solely for the purpose of determining the registration fee.
(3) The shares of Common Stock registered hereby represent the number of shares
which may be distributed by IDEX Corporation to participants in the 1996
Stock Plan for Officers of IDEX Corporation (the "Officers Plan") and the
1996 Stock Option Plan for Non-Officer Key Employees of IDEX Corporation
(the "Key Employees Plan"), in each case in accordance with the terms
thereof.
(4) The Officers Plan authorizes the issuance of a maximum of 1,000,000 shares
(400,000 shares of which may be distributed to participants in the Officers
Deferred Compensation Plan and are included in the calculation of Deferred
Compensation Obligations), and the Key Employees Plan authorizes the
issuance of a maximum of 800,000 shares.
(5) Estimated solely for the purpose of determining the registration fee.
Pursuant to Rule 457(h), the Proposed Maximum Offering Price Per Share is
based upon the average of the high and low prices reported on the New York
Stock Exchange of the Company's Common Stock on DecemberE17, 1996, which
was $38.3125.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Annual Report of IDEX Corporation (the "Company") on Form 10-K for
the fiscal year ended December 31, 1995, the Quarterly Report of the Company on
Form 10-Q for the quarter ended March 31, 1996, the Quarterly Report of the
Company on Form 10-Q for the quarter ended June 30, 1996, the Quarterly Report
of the Company on Form 10-Q for the quarter ended September 30, 1996, the
Current Report of the Company on Form 8-K filed with the Commission on
OctoberE15, 1996 and the description of the Company's Common Stock contained in
the Company's registration statement on Form 8-A filed with the Commission on
April 19, 1996 (File No. 1-10235), are incorporated by reference into this
registration statement. Any documents filed by the Company subsequent to the
filing of this registration statement pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
The Amended and Restated IDEX Corporation 1996 Directors Deferred
Compensation Plan, IDEX Corporation 1996 Deferred Compensation Plan for
Non-Officer Presidents and IDEX Corporation 1996 Deferred Compensation Plan for
Officers (the "Plans") provide designated management employees (the
"Participants") with an opportunity to defer their pre-tax compensation
(including salary and bonuses) and accumulate tax-deferred earnings (or losses)
thereon. Each Participant is an unsecured general creditor of the Company with
respect to his or her own Plan benefits. Benefits are payable solely from the
Company's general assets, and are subject to the risk of corporate insolvency.
Each Participant's deferred compensation will be commingled with the general
funds of the Company and may therefore be subject to a lien or security interest
of other creditors.
The amount of compensation to be deferred by each Participant is based
on elections by the Participant in accordance with the terms of the applicable
Plan, and the obligations of the Company to pay such deferred compensation (the
"Obligations") will become due as pre-designated by the Participant or on
retirement, death or other termination of employment in the form and on the date
or dates determined in accordance with such Plan. The Obligations will be
indexed to one of two investment alternatives chosen by each Participant, and
the amount of the Obligations payable to each Participant will increase or
decrease based on the investment returns of the chosen investment alternatives.
However, no Participant deferrals actually will be invested in any investment
alternative, and as a result the Participants will have no ownership interest in
any of such investment alternatives.
The Obligations cannot be assigned, transferred, pledged or otherwise
encumbered by the Participants, except that each Participant may designate one
or more beneficiaries to receive benefits upon the Participant's death.
The total amount of Obligations being registered pursuant to this
Registration Statement is $24,903,125.
The Company reserves the right to amend or partially or completely
terminate the Plans provided that such amendment or termination does not result
in any reduction of a Participant's account balance, including previous earnings
or losses, as of the date of such amendment or termination.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware (the "GCL") provides that a Delaware
corporation has the power to indemnify its officers and directors in certain
circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding,
provided that such director or officer had no cause to believe his or her
conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses actually and reasonably incurred in connection with the
defense or settlement of such action or suit provided that such director or
officer acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such director
or officer shall have been adjudged to be liable for negligence or misconduct in
the performance of his or her duty to the corporation unless and only to the
extent that the Court of Chancery shall determine that despite the adjudication
of liability such director or officer is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him or her in
connection therewith; that expenses may be advanced subject to an undertaking to
reimburse such expenses if the person receiving the advance is ultimately
determined not to be entitled to indemnification; that indemnification provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and empowers the corporation to purchase
and maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him or her or incurred by him or her in
any such capacity or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liabilities under Section 145.
The Restated Certificate of Incorporation, as amended, and the Amended
and Restated Bylaws of the Company, as amended, provide for indemnification of
officers and directors to the fullest extent permitted by applicable law.
The board of directors of the Company may authorize, by a vote of a
majority of a quorum of the board of directors, the Company to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the Company would have
the power to indemnify him or her against such liability under the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
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ITEM 8. EXHIBITS
Exhibit
Number Description
- ------- -----------------------------------
4.1(a) Restated Certificate of Incorporation of IDEX Corporation (formerly
HI, Inc.) (incorporated by reference to Exhibit No. 3.1 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on April 21, 1988).
4.1(b) Amendment to Restated Certificate of Incorporation of IDEX Corporation
(formerly HI, Inc.) (incorporated by reference to Exhibit No. 3.1 (a)
to the Quarterly Report of IDEX Corporation on Form 10-Q for the
quarter ended March 31, 1996, Commission File No. 1-10235).
4.2(a) Amended and Restated Bylaws of IDEX Corporation (incorporated by
reference to Exhibit No. 3.2 to Post-Effective Amendment No. 2 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on July 17, 1989).
4.2(b) Amended and Restated Article III, Section 13 of the Amended and
Restated Bylaws of IDEX Corporation (incorporated by reference to
Exhibit No. 3.2(a) to Post-Effective Amendment No. 3 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on February 12, 1990).
4.3 Specimen common stock certificate (incorporated by reference to
Exhibit No. 4.3 to the Registration Statement on Form S-2 of IDEX
Corporation, Registration No. 33-42208, as filed on September 16,
1991).
*4.4 1996 Stock Plan for Officers of IDEX Corporation, as amended.
*4.5 1996 Stock Plan for Non-Officer Key Employees of IDEX Corporation, as
amended.
*4.6 Amended and Restated IDEX Corporation 1996 Directors Deferred
Compensation Plan, as amended.
*4.7 IDEX Corporation 1996 Deferred Compensation Plan for Non-Officer
Presidents, as amended.
*4.8 IDEX Corporation 1996 Deferred Compensation Plan for Officers, as
amended.
*5 Opinion of Latham & Watkins regarding the legality of the securities
being registered.
*23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of Latham & Watkins (included in their opinion filed as
Exhibit 5).
*24.1 Power of Attorney (included in the signature pages of the Registration
Statement).
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* Filed herewith
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
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(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or
Form F-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Northbrook, State of Illinois, on this 23rd day of
December, 1996.
IDEX Corporation
By /s/ Wayne P. Sayatovic
Wayne P. Sayatovic
Senior Vice President - Finance,
Chief Financial Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
We the undersigned directors and officers of IDEX Corporation and each
of us, do hereby constitute and appoint Donald N. Boyce, Wayne P. Sayatovic and
Robert D. Grindel, or any of them, our true and lawful attorneys and agents,
each with full power of substitution, to do any and all acts and things in our
name and behalf in our capacities as directors and officers and to execute any
and all instruments for us and in our names in the capacities listed below,
which attorneys and agents or any of them may deem necessary or advisable to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules, regulations, and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto; and we do hereby ratify and
confirm all that said attorneys and agents, or their substitute or substitutes,
or any of them, shall do or cause to be done by virtue hereof.
S-1
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Signature Title Date
- --------- ------ ----
/s/ Donald N. Boyce Chairman of the Board, President )
Donald N. Boyce and Chief Executive Officer )
(Principal Executive Officer) )
)
)
/s/ Wayne P. Sayatovic Senior Vice President - Finance, )
Wayne P. Sayatovic Chief Financial Officer and Secretary )
(Principal Financial and Accounting )
Officer) )
)
/s/ Richard E. Heath Director )
Richard E. Heath )
)
) December 23, 1996
/s/ Henry R. Kravis Director )
Henry R. Kravis )
)
)
/s/ William H. Luers Director )
William H. Luers )
)
)
/s/ Paul E. Raether Director )
Paul E. Raether )
)
)
/s/ Clifton S. Robbins Director )
Clifton S. Robbins )
)
)
/s/ George R. Roberts Director )
George R. Roberts )
)
)
/s/ Neil A. Springer Director )
Neil A. Springer )
)
)
/s/ Michael T. Tokarz Director )
Michael T. Tokarz )
S-2
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1(a) Restated Certificate of Incorporation of IDEX Corporation (formerly
HI, Inc.) (incorporated by reference to Exhibit No. 3.1 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on April 21, 1988).
4.1(b) Amendment to Restated Certificate of Incorporation of IDEX Corporation
(formerly HI, Inc.) (incorporated by reference to Exhibit No. 3.1 (a)
to the Quarterly Report of IDEX Corporation Form 10-Q for the quarter
ended March 31, 1996, Commission File No. 1-10235).
4.2(a) Amended and Restated Bylaws of IDEX Corporation (incorporated by
reference to Exhibit No. 3.2 to Post-Effective Amendment No. 2 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on July 17, 1989).
4.2(b) Amended and Restated Article III, Section 13 of the Amended and
Restated Bylaws of IDEX Corporation (incorporated by reference to
Exhibit No. 3.2(a) to Post-Effective Amendment No. 3 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on February 12, 1990).
4.3 Specimen common stock certificate (incorporated by reference to
Exhibit No. 4.3 to the Registration Statement on Form S-2 of IDEX
Corporation, Registration No. 33-42208, as filed on September 16,
1991).
*4.4 1996 Stock Plan for Officers of IDEX Corporation, as amended.
*4.5 1996 Stock Plan for Non-Officer Key Employees of IDEX Corporation, as
amended.
*4.6 Amended and Restated IDEX Corporation 1996 Directors Deferred
Compensation Plan, as amended.
*4.7 IDEX Corporation 1996 Deferred Compensation Plan for Non-Officer
Presidents, as amended.
*4.8 IDEX Corporation 1996 Deferred Compensation Plan for Officers, as
amended.
*5 Opinion of Latham & Watkins regarding the legality of the securities
being registered.
*23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of Latham & Watkins (included in their opinion filed as
Exhibit 5).
*24.1 Power of Attorney (included in the signature pages of the Registration
Statement).
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* Filed herewith
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EXHIBIT 4.4
1996 STOCK PLAN
FOR OFFICERS OF IDEX CORPORATION
IDEX Corporation, a Delaware corporation (the "Company"), by
resolution of its Board of Directors, originally approved the form of the 1996
Stock Plan for Officers of IDEX Corporation (the "Plan") on January 23, 1996.
The Plan was approved by the shareholders of the Company on March 26, 1996. The
purposes of this Plan are as follows:
(1) To further the growth, development and financial success
of the Company by providing additional incentives to certain of its Officers who
have been or will be given responsibility for the management or administration
of the Company's business affairs, by assisting them to become owners of the
Company's Common Stock and thus to benefit directly from its growth, development
and financial success.
(2) To enable the Company to obtain and retain the services
of the type of managerial employees considered essential to the long-range
success of the Company by providing and offering them an opportunity to become
owners of the Company's Common Stock under options and/or deferred compensation
awards (pursuant to this Plan and any Deferred Compensation Plans that permit
deferrals into accounts distributable in Common Stock after the deferral
period).
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Plan, they shall
have the meaning specified below unless the context clearly indicates to the
contrary. The singular shall include the plural, where the context so indicates.
Section 1.1 - Board
"Board" shall mean the Board of Directors of the Company.
Section 1.2 - Change in Control
"Change in Control" shall mean the occurrence of (a) any
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
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domicile or which does not change the ultimate beneficial ownership of the
equity interests in the Company), or (b) any substantial equivalent of any such
redemption, purchase, exchange, change, transaction or series of transactions,
acquisition, merger or consolidation constituting such a change of management
or control. For purposes hereof, the term "control" shall have the meaning
ascribed thereto under the Exchange Act and the regulations thereunder, and the
term "management" shall mean the chief executive officer of the Company. For
purposes of clause (a)(ii) above or as appropriate for purposes of clause (b)
above, the Company shall be deemed to include on a consolidated basis all
subsidiaries and other affiliated corporations or other entities with the same
effect as if they were divisions.
Section 1.3 - Code
"Code" shall mean the Internal Revenue Code of 1986, as amended.
Section 1.4 - Committee
"Committee" shall mean the Compensation Committee of the Board,
appointed as provided in Section 7.1.
Section 1.5 - Common Stock
"Common Stock" shall mean the common stock, par value $.01 per
share, of the Company.
Section 1.6 - Company
"Company" shall mean IDEX Corporation.
Section 1.7 - Deferral Date
"Deferral Date" shall mean, in connection with any Deferred
Compensation Unit, the date on which any deferred compensation with respect
thereto would have been paid if no deferral election had been made.
Section 1.8 - Deferred Compensation Plans
"Deferred Compensation Plans" shall mean any deferred
compensation plan adopted by the Company or any Parent Corporation or any
Subsidiary that permits deferrals into accounts payable in Common Stock upon
distribution thereof and in which any Officer is eligible to participate.
Section 1.9 - Deferred Compensation Units
"Deferred Compensation Units" shall mean the right of a Grantee
to receive distributions of deferred compensation pursuant to any Deferred
Compensation Plan in the form of Common Stock after the deferral period,
determined in accordance with the terms of
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such Deferred Compensation Plan and Article VI of this Plan and based on the
Fair Market Value on the deferral date.
Section 1.10 - Director
"Director" shall mean a member of the Board.
Section 1.11 - Dividend Equivalents
"Dividend Equivalents" shall mean Deferred Compensation Units
equal to (i)(a) the cash dividend paid on one share of Common Stock, multiplied
by (b) the number of Deferred Compensation Units credited to the account of any
Grantee as of each applicable dividend record date, divided by (ii) the Fair
Market Value on the related dividend payment date.
Section 1.12 - Employee
"Employee" shall mean any employee (as defined in accordance with
the regulations and revenue rulings then applicable under Section 3401(c) of the
Code) of the Company, or of any corporation which is then a Parent Corporation
or a Subsidiary, whether such employee is so employed at the time this Plan is
adopted or becomes so employed subsequent to the adoption of this Plan.
Section 1.13 - Exchange Act
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
Section 1.14 - Fair Market Value
"Fair Market Value" shall mean the fair market value of a share
of the Common Stock as of a given date measured as (i) the closing price of a
share of the Common Stock on the principal exchange on which shares of the
Common Stock are then trading, if any, on the day previous to such date, or, if
shares were not traded on the day previous to such date, then on the next
preceding trading day during which a sale occurred; or (ii) if such Common Stock
is not traded on an exchange but is quoted on NASDAQ or a successor quotation
system, (1) the last sales price (if the Common Stock is then listed as a
National Market Issue under the NASD National Market System) or (2) the mean
between the closing representative bid and asked prices (in all other cases) for
the Common Stock on the day previous to such date as reported by NASDAQ or such
successor quotation system; or (iii) if such Common Stock is not publicly traded
on an exchange and not quoted on NASDAQ or a successor quotation system, the
mean between the closing bid and asked prices for the Common Stock, on the day
previous to such date, as determined in good faith by the Committee; or (iv) if
the Common Stock is not publicly traded, the fair market value established by
the Committee acting in good faith.
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Section 1.15 - Grantee
"Grantee" shall mean an Officer to whom Deferred Compensation
Units are awarded pursuant to this Plan.
Section 1.16 - Incentive Stock Option
"Incentive Stock Option" shall mean an Option which conforms to
the applicable provisions of Section 422 of the Code and which is designated as
an Incentive Stock Option by the Committee.
Section 1.17 - Non-Qualified Option
"Non-Qualified Option" shall mean an Option which is not
designated as an Incentive Stock Option by the Committee.
Section 1.18 - Officer
"Officer" shall mean an officer of the Company, as defined in
Rule 16a-l(f) under the Exchange Act, as such Rule may be amended in the future.
Section 1.19 - Option
"Option" shall mean a stock option granted under Article III of
this Plan. An Option granted under this Plan shall, as determined by the
Committee, be either a Non-Qualified Option or an Incentive Stock Option.
Section 1.20 - Optionee
"Optionee" shall mean an Employee to whom an Option is granted
under the Plan.
Section 1.21 - Parent Corporation
"Parent Corporation" shall mean any corporation in an unbroken
chain of corporations ending with the Company if each of the corporations other
than the Company 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 1.22 - Plan
"Plan" shall mean this 1996 Stock Plan for Officers of IDEX
Corporation.
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Section 1.23 - 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 1.24 - Rule 16b-3
"Rule 16b-3" shall mean that certain Rule 16b-3 under the
Exchange Act, as such Rule may be amended in the future.
Section 1.25 - Secretary
"Secretary" shall mean the Secretary of the Company.
Section 1.26 - Securities Act
"Securities Act" shall mean the Securities Act of 1933, as
amended.
Section 1.27 - Subsidiary
"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 1.28 - Termination of Employment
"Termination of Employment" shall mean (unless otherwise
specified in any applicable Deferred Compensation Plan) the time (which in the
absence of any other determination by the Committee, shall be deemed to be the
last day actually worked by the Optionee or Grantee) when the employee-employer
relationship between the Optionee or Grantee and the Company, a Parent
Corporation or a Subsidiary is terminated for any reason, with or without cause,
including, but not by way of limitation, a termination by resignation,
discharge, death or Retirement, but excluding terminations where there is a
simultaneous reemployment by the Company, a Parent Corporation or a 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, the question of whether a Termination of
Employment resulted from a discharge for good cause, and all questions of
whether particular leaves of absence constitute Terminations of Employment;
provided, however, that, with respect to Incentive Stock Options, a leave of
absence shall constitute a Termination of Employment if, and to the extent that,
such leave of absence interrupts employment for the purposes of Section
422(a)(2) of the Code and the then applicable regulations and revenue rulings
under said Section.
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ARTICLE II
GENERAL CONDITIONS
Section 2.1 - Shares Subject to Plan
The shares of stock subject to Options and awards of Deferred
Compensation Units shall be shares of the Common Stock. The aggregate number of
such shares which may be issued upon exercise of Options and distributed
pursuant to Deferred Compensation Units under the Plan shall not exceed
1,000,000 shares (of which no more than 400,000 shares may be issued pursuant to
Deferred Compensation Units). Furthermore, the maximum number of shares of
Common Stock which may be subject to Options granted or Deferred Compensation
Units issued under the Plan to any individual in any calendar year shall not
exceed 200,000, and the method of counting such shares shall conform to any
requirements applicable to performance-based compensation under Section 162(m)
of the Code. The shares of Common Stock issuable upon exercise of such Options
or upon distributions with respect to any such Deferred Compensation Units may
be either previously authorized and unissued shares or treasury shares.
Section 2.2 - Unexercised Options and Undistributed Shares
If any Option expires or is cancelled without having been fully
exercised, the number of shares subject to such Option but as to which such
Option was not exercised prior to its expiration or cancellation may again be
either optioned or awarded hereunder, subject to the limitations of Section 2.1.
Section 2.3 - Changes in Company's Shares
In the event that the outstanding shares of Common Stock of the
Company are hereafter changed into or exchanged for a different number or kind
of shares or other securities of the Company, or of another corporation, by
reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, stock dividend or combination of shares,
appropriate adjustments shall be made by the Committee in the number and kind of
shares for the purchase of which Options may be granted or which are
distributable pursuant to Deferred Compensation Units, including adjustments of
the limitations in Section 2.1 on the maximum number and kind of shares which
may be issued on exercise of Options and distributed with respect to Deferred
Compensation Units hereunder; provided, however, that in the case of Incentive
Stock Options, each such adjustment shall be made in such manner as not to
constitute a "modification" within the meaning of Section 424(h)(3) of the Code.
In the event of an adjustment contemplated by this Section 2.3 in any
outstanding Options or Deferred Compensation Units, the Committee shall make an
appropriate and equitable adjustment to the end that after such event the
Optionee's or Grantee's proportionate interest shall be maintained as before the
occurrence of such event. Such adjustment in any outstanding Options or Deferred
Compensation Units shall be made without change in the total price applicable to
the Option or the unexercised portion of the Option or the aggregate value of
undistributed Common Stock with respect to any Deferred
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Compensation Units (except for any change in the aggregate price resulting from
rounding-off of share quantities or prices) and with any necessary
corresponding adjustment in the Option price per share. In the event of a
"spin-off" or other substantial distribution of assets of the Company which has
a material diminutive effect upon Fair Market Value, the Committee may in its
discretion make an appropriate and equitable adjustment to the Option exercise
price or the number of shares of Common Stock distributable pursuant to
Deferred Compensation Units to reflect such diminution. Any such adjustment
made by the Committee shall be final and binding upon all Optionees, Grantees,
the Company and all other interested persons.
Notwithstanding the foregoing, in the event of such a
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, stock dividend or combination, or other adjustment or event which
results in shares of Common Stock being exchanged for or converted into cash,
securities or other property, the Company will have the right to terminate this
Plan as of the date of the exchange or conversion, in which case all Options and
Deferred Compensation Units under this Plan shall become the right to receive
such cash, securities or other property, net of any applicable exercise price.
Section 2.4 - Conditions to Issuance of Stock Certificates
The Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock purchased upon the
exercise of any Option or upon distribution pursuant to any Deferred
Compensation Units, or portion thereof, prior to fulfillment of all of the
following conditions:
(a) The admission of such shares to listing on all stock
exchanges on which the Common Stock is then listed; and
(b) The completion of any registration or other
qualification of such shares under any state or federal law or under the rulings
or regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Committee shall, in its absolute
discretion, deem necessary or advisable; and
(c) The obtaining of any approval or other clearance from
any state or federal governmental agency which the Committee shall, in its
absolute discretion, determine to be necessary or advisable; and
(d) The payment to the Company (or other employer
corporation) of all amounts which it is required to withhold under federal,
state or local law in connection with the exercise of the Option or upon
distribution pursuant to the Deferred Compensation Units; and
(e) The lapse of such reasonable period of time following
the exercise of the Option or the distribution pursuant to the Deferred
Compensation Units as the Committee may establish from time to time for reasons
of administrative convenience.
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Section 2.5 - Merger, Consolidation, Acquisition, Liquidation or Dissolution
Notwithstanding any other provision of this Plan, in its absolute
discretion, and on such terms and conditions as it deems appropriate, the
Committee may provide by the terms of any Option that such Option cannot be
exercised after a Change in Control or the liquidation or dissolution of the
Company (collectively, "Control Events"); and if the Committee so provides, it
may, in its absolute discretion, on such terms and conditions as it deems
appropriate, also provide, either by the terms of any Option or by a resolution
adopted prior to the occurrence of such Control Event, that, for some period of
time beginning prior to and ending as of (and including) the time of such event,
such Option shall be exercisable as to all shares covered thereby,
notwithstanding anything to the contrary in Section 4.3(a), Section 4.3(b) or
any installment provisions of any Option. The treatment of Deferred Compensation
Units and the shares distributable with respect to such Units upon the
occurrence of any Control Event shall be governed by the applicable Deferred
Compensation Plan.
Section 2.6 - Rights as Shareholders
The holders of Options and Deferred Compensation Units shall not
be, nor have any of the rights or privileges of, shareholders of the Company in
respect of any shares purchasable upon the exercise of any part of an Option or
distributable pursuant to a Deferred Compensation Unit unless and until
certificates representing such shares have been issued by the Company to such
holders.
Section 2.7 - Transfer Restrictions
The Committee, in its absolute discretion, may impose such
restrictions on the transferability of the shares purchasable upon the exercise
of an Option or distribution pursuant to Deferred Compensation Units as it deems
appropriate. Any such restriction shall be set forth in the respective Stock
Option Agreement or award of Deferred Compensation Units and may be referred to
on the certificates evidencing such shares. The Committee will require an
Officer to give the Company prompt notice of any disposition of shares of Common
Stock acquired by exercise of an Incentive Stock Option within (i) two years
from the date of granting such Option to such Officer or (ii) one year after the
transfer of such shares to such Officer. The Committee may direct that the
certificates evidencing shares acquired by exercise of an Option refer to such
requirement to give prompt notice of disposition.
Section 2.8 - No Right to Continued Employment
Nothing in this Plan or in any Stock Option Agreement or Deferred
Compensation Plan shall confer upon any Optionee or Grantee any right to
continue in the employ of the Company, any Parent Corporation or any Subsidiary
or shall interfere with or restrict in any way the rights of the Company, its
Parent Corporation and its Subsidiaries, which are hereby expressly reserved, to
discharge any Optionee or Grantee at any time for any reason whatsoever, with or
without cause.
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ARTICLE III
GRANTING OF OPTIONS
Section 3.1 - Eligibility
Any Officer of the Company shall be eligible to be granted
Options under the Plan, as provided in Section 3.3.
Section 3.2 - Qualification of Incentive Stock Options
No Incentive Stock Option shall be granted unless such Option,
when granted, qualifies as an "incentive stock option" under Section 422 of the
Code. Without limitation of the foregoing, no person shall be granted an
Incentive Stock Option under this Plan if such person, at the time the Incentive
Stock Option is granted, owns stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company unless
such Incentive Stock Option conforms to the applicable provisions of Section 422
of the Code. Any Incentive Stock Option granted under this Plan may be modified
by the Committee to disqualify such option from treatment as an "incentive stock
option" under Section 422 of the Code.
Section 3.3 - Granting of Options
(a) The Committee shall from time to time, in its absolute discretion:
(i) Determine and select from among the Officers (including those
to whom Options have been previously granted under the Plan) such of
them as in its opinion should be granted Options; and
(ii) Determine the number of shares to be subject to such Options
granted to such selected Officers; and
(iii) Determine whether such Options are to be Incentive Stock
Options or Non-Qualified Options; and
(iv) Determine the terms and conditions of such Options,
consistent with the Plan.
(b) Upon the selection of an Officer to be granted an Option, the
Committee shall instruct the Secretary to issue such Option and may impose
such conditions on the grant of such Option as it deems appropriate.
Without limiting the generality of the preceding sentence, the Committee
may, in its discretion and on such terms as it deems appropriate, require
as a condition on the grant of an Option to an Officer that the Officer
surrender for cancellation some or all of the unexercised Options which
have been previously granted to such Officer. An Option the grant of which
is conditioned upon such surrender may have an option price lower (or
higher) than the option price of the surrendered Option,
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may cover the same (or a lesser or greater) number of shares as the surrendered
Option, may contain such other terms as the Committee deems appropriate and
shall be exercisable in accordance with its terms, without regard to the number
of shares, price, option period or any other term or condition of the
surrendered Option.
ARTICLE IV
TERMS OF OPTIONS
Section 4.1 - Option Agreement
Each Option shall be evidenced by a written Stock Option
Agreement, which shall be executed by the Optionee and an authorized Officer of
the Company and which shall contain such terms and conditions as the Committee
shall determine, not inconsistent with the Plan. Stock Option Agreements
evidencing Incentive Stock Options shall contain such terms and conditions as
may be necessary to meet the applicable provisions of Section 422 of the Code.
Section 4.2 - Option Price
The price per share of the shares subject to each Option shall be
set by the Committee; provided, however, that the price per share shall not be
less than 100% of the Fair Market Value as of the date such Option is granted.
Section 4.3 - Commencement of Exercisability
(a) Except as the Committee may otherwise provide, no Option
may be exercised in whole or in part during the first year after such Option is
granted.
(b) Subject to the provisions of Sections 4.3(a) and 4.3(c),
Options shall become exercisable at such times and in such installments (which
may be cumulative) as the Committee shall provide in the terms of each
individual Option; provided, however, that by a resolution adopted after an
Option is granted the Committee may, on such terms and conditions as it may
determine to be appropriate and subject to Sections 4.3(a) and 4.3(c),
accelerate the time at which such Option or any portion thereof may be
exercised.
(c) No portion of an Option which is unexercisable at
Termination of Employment shall thereafter become exercisable; provided,
however, that in the event of a Termination of Employment resulting from the
Optionee's death, disability or Retirement, all Options shall become
exercisable, effective immediately upon the occurrence of such event.
(d) To the extent that the aggregate Fair Market Value with
respect to which "incentive stock options" (within the meaning of Section 422 of
the Code, but without regard to the limitations of Section 422(d) of the Code)
are exercisable for the first time by an Optionee during any calendar year
(under the Plan and all other incentive stock option plans of the Company and
any Parent Corporation or any Subsidiary) exceeds $100,000, such
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Options shall be treated as Non-Qualified Options to the extent required by
Section 422 of the Code. The rule set forth in the preceding sentence shall be
applied by taking Options into account in the order in which they were granted.
For purposes of this Section 4.3(d), the Fair Market Value shall be determined
as of the time the Option with respect to such stock is granted.
Section 4.4 - Expiration of Options
(a) No Option may be exercised to any extent by anyone
after, and every Option shall expire no later than, the expiration of ten years
from the date the Option was granted.
(b) Subject to the provisions of Sections 4.4(a) and 4.4(c),
the Committee shall provide, in the terms of each individual Option, when such
Option expires and becomes unexercisable.
(c) The term of any Incentive Stock Option shall not be more
than five years from such date if the Incentive Stock Option is granted to an
individual then owning (within the meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of capital stock of
the Company or any Parent Corporation or any Subsidiary.
Section 4.5 - Consideration
In consideration of the granting of an Option, the Optionee shall
agree, in the written Stock Option Agreement, to remain in the employ of the
Company, a Parent Corporation or a Subsidiary, with such duties and
responsibilities as the Company shall from time to time prescribe.
Section 4.6 - Termination of Incentive Stock Option Grants Under Plan
In no event may any Incentive Stock Option be granted under the
Plan after January 23, 2006.
ARTICLE V
EXERCISE OF OPTIONS
Section 5.1 - Person Eligible to Exercise
During the lifetime of the Optionee, only such Optionee may
exercise an Option (or any portion thereof) granted to such Optionee. After the
death of the Optionee, any exercisable portion of an Option may, prior to the
time when such portion becomes unexercisable under the Plan or the applicable
Stock Option Agreement, be exercised by such Optionee's Beneficiary.
"Beneficiary" shall mean any one or more persons, corporations,
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trusts, estates, or any combination thereof, last designated by an Optionee in
accordance with the applicable Stock Option Agreement.
Section 5.2 - Partial Exercise
At any time and from time to time prior to the time when any
exercisable Option or exercisable portion thereof becomes unexercisable under
the Plan or the applicable Stock Option Agreement, such Option or portion
thereof may be exercised in whole or in part; provided, however, that the
Company shall not be required to issue fractional shares and the Committee may,
by the terms of the Option, require any partial exercise to be with respect to a
specified minimum number of shares.
Section 5.3 - Manner of Exercise
An exercisable Option, or any exercisable portion thereof, may
be exercised solely by delivery to the Secretary or the Secretary's office of
all of the following prior to the time when such Option or such portion becomes
unexercisable under the Plan or the applicable Stock Option Agreement:
(a) Notice in writing signed by the Optionee or other person
then entitled to exercise such option or portion, stating that such Option or
portion is exercised, such notice complying with all applicable rules
established by the Committee;
(b) Full payment (in cash or by check) for the shares with
respect to which such Option or portion thereof is exercised, including payment
to the Company (or other employer corporation) of all amounts which it is
required to withhold under federal, state or local law in connection with the
exercise of the Option. However, in the discretion of the Committee, payment
may be made, in whole or in part, through (i) the delivery of shares of Common
Stock owned by the Optionee, duly endorsed for transfer to the Company with a
Fair Market Value on the date of delivery equal to that portion of the aggregate
exercise price of the Option or exercised portion thereof plus the amount of the
applicable withholding tax for which such payment is permitted by the Committee;
(ii) the surrender of shares of Common Stock then issuable upon exercise of the
Option having a Fair Market Value on the date of Option exercise equal to that
portion of the aggregate exercise price of the Option or exercise portion
thereof, plus the amount of the applicable withholding tax, for which such
payment is permitted by the Committee; (iii) the delivery of a full recourse
promissory note bearing interest (at no less than such rate as shall then
preclude the imputation of interest under the Code) and payable upon such terms
as may be prescribed by the Committee; (iv) to the extent permitted by law
(including then-existing interpretations of Rule 16b-3), a "cashless exercise
procedure" satisfactory to the Committee which permits the Optionee to deliver
an exercise notice to a broker-dealer, who then sells Option shares, delivers
the proceeds of the sale, less commission, to the Company, which delivers such
proceeds, less the exercise price and withholding taxes, to the Optionee, or (v)
any combination of the consideration provided in the foregoing subparagraphs
(i), (ii), (iii) and (iv). In the case of a promissory note, the Committee may
also prescribe the form of such note and the security (if any) to be given for
such note. Notwithstanding the foregoing, the Option may not be
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exercised by delivery of a promissory note or by a loan from the Company where
such loan or other extension of credit is prohibited by law;
(c) Such representations and documents as the Committee, in
its absolute discretion, deems necessary or advisable to effect compliance with
all applicable provisions of the Securities Act and any other federal or state
securities laws or regulations. The Committee may, in its absolute discretion,
also take whatever additional actions it deems appropriate to effect such
compliance including, without limitation, placing legends on share certificates
and issuing stop-transfer orders to transfer agents and registrars; and
(d) In the event that the Option or portion thereof shall be
exercised pursuant to Section 5.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to exercise
the Option or portion thereof.
ARTICLE VI
DEFERRED COMPENSATION UNITS
Section 6.1 - Granting of Deferred Compensation Units
To the extent elected by any Grantee and permitted by any
Deferred Compensation Plan, the Committee may award Deferred Compensation Units
to any Grantee in lieu of all or any portion of the compensation deferred by the
Grantee, including without limitation, salary and bonuses, that would otherwise
be payable to such Grantee in cash. Deferred Compensation Units may be awarded,
in the discretion of the Committee, either (i) with respect to any deferral by
any Grantee who so elects, or (ii) with respect to all or a specified maximum
portion of the amount of compensation deferred or to be deferred under any
Deferred Compensation Plan for any fiscal year or longer period by any Grantee
or group of Grantees who may deliver one or more irrevocable written elections
to the Company to receive Deferred Compensation Units in lieu of all or such
portion of such cash compensation as shall be specified in such election.
Section 6.2 - Effect of Grants
The number of shares of Common Stock distributable pursuant to
each Deferred Compensation Unit shall be charged against the maximum number of
shares of Common Stock that may be issued under this Plan at any time. The
number of shares of Common Stock to be distributed to a Grantee at such time as
such distribution is to be made consistent with the terms of the applicable
Deferred Compensation Plan and such deferral, and to be charged against the
number of shares issuable under this Plan at any time, shall equal the number of
Deferred Compensation Units credited to the account of such Grantee, subject to
Section 2.1.
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Section 6.3 - Accounting; Fractional Units
(a) The number of Deferred Compensation Units credited to
the account of any Grantee shall be rounded to the nearest one- thousandth of a
Unit. The account to which Deferred Compensation Units are credited shall be an
unsecured, unfunded general obligation of the Company. The Company will
maintain records of the number of Deferred Compensation Units for the account of
each officer, in part, to prevent an issuance of shares of Common Stock in
excess of the authorized shares.
(b) Notwithstanding paragraph (a) above, upon distribution
of any Common Stock represented by Deferred Compensation Units, the number of
shares shall be rounded downward to the nearest whole share and no fractional
shares shall be issued. Fractional Units remaining after the final distribution
to any Grantee shall be cancelled without obligation to the Grantee.
(c) The number of Deferred Compensation Units awarded to
each Grantee, together with any conditions applicable thereto pursuant to this
Plan, shall be specified in writing to each Grantee by the Committee after each
Deferral Date.
ARTICLE VII
ADMINISTRATION
Section 7.1 - Compensation Committee
The Compensation Committee shall consist of two or more
Directors, appointed by and holding office at the pleasure of the Board, none of
whom may (i) be an Officer, (ii) receive compensation, either directly or
indirectly, from the Company or any Parent Corporation or Subsidiary, for
services rendered in any capacity other than as a Director, except for an amount
that does not exceed the dollar amount for which disclosure would be required
pursuant to Item 404 of Regulation S-K ("Item 404"), (iii) possess an interest
in any other transaction for which disclosure would be required pursuant to Item
404 or (iv) be engaged in a business relationship for which disclosure would be
required pursuant to Item 404. The constitution of the Committee must also
comply with the requirements of Section 162(m) of the Code. The failure of the
constitution of the Committee to comply with the foregoing requirements shall
not adversely affect the validity of any shares issued upon exercise of Options
or distributed pursuant to Deferred Compensation Units under the Plan.
Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time. Vacancies in the
Committee shall be filled by the Board.
Section 8 - Duties and Powers of Committee
It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The Committee
shall have the power to interpret the Plan, the Options and the Deferred
Compensation Plans pursuant to which Deferred
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Compensation Units are granted and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret, amend or revoke any such rules. Any such interpretations and rules
in regard to Incentive Stock Options shall be consistent with the basic purpose
of the Plan to grant "incentive stock options" within the meaning of Section
422 of the Code. In its absolute discretion, the Board may at any time and
from time to time exercise any and all rights and duties of the Committee under
this Plan except with respect to matters which under Section 162(m) of the
Code, or any regulations or rules issued thereunder, are required to be
determined in the sole discretion of the Committee.
Section 7.3 - Majority Rule
The Committee shall act by a majority of its members in
office. The Committee may act either by vote at a meeting or by a memorandum or
other written instrument signed by a majority of the Committee.
Section 7.4 - Compensation; Professional Assistance; Good Faith Actions
Members of the Committee shall receive such compensation for
their services as members as may be determined by the Board. All expenses and
liabilities incurred by members of the Committee in connection with the
administration of the Plan shall be borne by the Company. The Committee may
employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Committee, the Company and its Officers and Directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all Optionees,
Grantees, the Company and all other interested persons. No member of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Options or
Deferred Compensation Units, and all members of the Committee shall be fully
protected by the Company in respect to any such action, determination or
interpretation.
ARTICLE VIII
OTHER PROVISIONS
Section 8.1 - Options and Units Not Transferable
No Option, Deferred Compensation Unit or interest or right
therein or part thereof shall be liable for the debts, contracts or engagements
of the Optionee, Grantee or their respective successors in interest or shall be
subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect;
provided, however, that nothing in this Section 8.1 shall prevent transfers to
a Beneficiary.
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Section 8.2 - Amendment, Suspension or Termination of the Plan
The Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to time by the
Committee. However, unless otherwise determined by the Board and permitted by
Rule 16b-3 as then in effect, without approval of the Company's shareholders
given within 12 months before or after the action by the Committee, no action
of the Committee may, except as provided in Section 2.3, increase by more than
10% any limit imposed in Section 2.1 on the maximum number of shares which may
be issued on exercise of Options or distributed pursuant to Deferred
Compensation Units, materially modify the eligibility requirements of Section
3.1, reduce the minimum Option price requirements of Section 4.2(a) or extend
the limit imposed in this Section 8.2 on the period during which Options may be
granted or amend or modify the Plan in a manner requiring shareholder approval
under Rule 16b-3 or the Code. Neither the amendment, suspension nor
termination of the Plan shall, without the consent of the holder of an Option
or Deferred Compensation Unit, impair any rights or obligations under any
Option or Deferred Compensation Unit theretofore granted. No Option or
Deferred Compensation Unit (except Dividend Equivalents) may be granted during
any period of suspension nor after termination of the Plan, and, except as
provided in Section 4.6, in no event may any Option or Deferred Compensation
Unit (except Dividend Equivalents) be granted under this Plan after September
24, 2006.
Section 8.3 - Effect of Plan Upon Other Option and Compensation Plans
The adoption of this Plan shall not affect any other
compensation or incentive plans in effect for the Company, any Parent
Corporation or any Subsidiary. Nothing in this Plan shall be construed to
limit the right of the Company, any Parent Corporation or any Subsidiary (a) to
establish any other forms of incentives or compensation for employees of the
Company, any Parent Corporation or any Subsidiary or (b) to grant or assume
options otherwise than under this Plan in connection with any proper corporate
purpose, including, but not by way of limitation, the grant or assumption of
options in connection with the acquisition by purchase, lease, merger,
consolidation or otherwise, of the business, stock or assets of any
corporation, firm or association.
Section 8.4 - Titles
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of the Plan.
Section 8.5 - Conformity to Securities Laws and Other Statutory Requirements
The Plan is intended to conform to the extent necessary with
all provisions of the Securities Act, the Exchange Act and the Code and any and
all regulations and rules promulgated by the Securities and Exchange Commission
and Internal Revenue Service thereunder, including without limitation Rule
16b-3. Notwithstanding anything herein to the contrary, the Plan shall be
administered, and Options and Deferred Compensation Units shall be granted and
may be exercised or distributed, only in such a manner as to conform to such
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laws, rules and regulations. To the extent permitted by applicable law, the
Plan, Options and Deferred Compensation Units granted hereunder shall be deemed
amended to the extent necessary to conform to such laws, rules and regulations.
Without limitation of the foregoing and notwithstanding any other provision of
this Plan, any Option or Deferred Compensation Units granted to an Officer who
is then subject to Section 16 of the Exchange Act, shall be subject to any
additional limitations set forth in any applicable exemptive rule under Section
16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange
Act) that are requirements for the application of such exemptive rule, and this
Plan shall be deemed amended to the extent necessary to conform to such
limitations. Furthermore, notwithstanding any other provision of this Plan,
any Option or award intended to qualify as performance-based compensation as
described in Section 162(m)(4)(C) of the Code shall be subject to any
additional limitations set forth in Section 162(m) of the Code (including any
amendment to Section 162(m) of the Code) or any regulations or rulings issued
thereunder that are requirements for qualification as performance-based
compensation as described in Section 162(m)(4)(C) of the Code, and this Plan
shall be deemed amended to the extent necessary to conform to such
requirements.
Section 8.6 - Governing Law
This Plan and any agreements hereunder shall be administered,
interpreted and enforced in accordance with the laws of the State of Illinois
(without reference to the choice of law provisions of Illinois law).
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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 4.5
1996 STOCK OPTION PLAN
FOR NON-OFFICER KEY EMPLOYEES
OF
IDEX CORPORATION
IDEX Corporation, a Delaware corporation (the "Company"), by
resolution of its Board of Directors, originally approved the form of the 1996
Stock Option Plan for Non-Officer Key Employees of IDEX Corporation (the
"Plan") on January 23, 1996. The purposes of this Plan are as follows:
(1) To further the growth, development and financial
success of the Company by providing additional incentives to certain of its
non-officer key Employees who have been or will be given responsibility for the
management or administration of the Company's business affairs, by assisting
them to become owners of the Company's Common Stock and thus to benefit
directly from its growth, development and financial success.
(2) To enable the Company to obtain and retain the
services of the type of professional, technical and managerial employees
considered essential to the long-range success of the Company by providing and
offering them an opportunity to become owners of the Company's Common Stock
under options.
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Plan, they shall
have the meaning specified below unless the context clearly indicates to the
contrary. The singular shall include the plural, where the context so
indicates.
Section 1.1 - Board
"Board" shall mean the Board of Directors of the Company.
Section 1.2 - Change in Control
"Change in Control" shall mean the occurrence of (a) any
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
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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) any substantial equivalent of
any such redemption, purchase, exchange, change, transaction or series of
transactions, acquisition, merger or consolidation constituting such a change
of management or control. For purposes hereof, the term "control" shall have
the meaning ascribed thereto under the Exchange Act and the regulations
thereunder, and the term "management" shall mean the chief executive officer of
the Company. For purposes of clause (a)(ii) above or as appropriate for
purposes of clause (b) above, the Company shall be deemed to include on a
consolidated basis all subsidiaries and other affiliated corporations or other
entities with the same effect as if they were divisions.
Section 1.3 - Code
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
Section 1.4 - Committee
"Committee" shall mean the Compensation Committee of the
Board, appointed as provided in Section 6.1.
Section 1.5 - Common Stock
"Common Stock" shall mean the common stock, par value $.01 per
share, of the Company.
Section 1.6 - Company
"Company" shall mean IDEX Corporation.
Section 1.7 - Director
"Director" shall mean a member of the Board.
Section 1.8 - Employee
"Employee" shall mean any employee (as defined in accordance
with the regulations and revenue rulings then applicable under Section 3401(c)
of the Code) of the Company, or of any corporation which is then a Parent
Corporation or a Subsidiary, whether such employee is so employed at the time
this Plan is adopted or becomes so employed subsequent to the adoption of this
Plan.
Section 1.9 - Exchange Act
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
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Section 1.10 - Fair Market Value
"Fair Market Value" shall mean the fair market value of a
share of the Common Stock as of a given date measured as (i) the closing price
of a share of the Common Stock on the principal exchange on which shares of the
Common Stock are then trading, if any, on the day previous to such date, or, if
shares were not traded on the day previous to such date, then on the next
preceding trading day during which a sale occurred; or (ii) if such Common
Stock is not traded on an exchange but is quoted on NASDAQ or a successor
quotation system, (1) the last sales price (if the Common Stock is then listed
as a National Market Issue under the NASD National Market System) or (2) the
mean between the closing representative bid and asked prices (in all other
cases) for the Common Stock on the day previous to such date as reported by
NASDAQ or such successor quotation system; or (iii) if such Common Stock is not
publicly traded on an exchange and not quoted on NASDAQ or a successor
quotation system, the mean between the closing bid and asked prices for the
Common Stock, on the day previous to such date, as determined in good faith by
the Committee; or (iv) if the Common Stock is not publicly traded, the fair
market value established by the Committee acting in good faith.
Section 1.11 - Officer
"Officer" shall mean an officer of the Company, as defined in
Rule 16a-l(f) under the Exchange Act, as such Rule may be amended in the
future.
Section 1.12 - Option
"Option" shall mean an option to purchase Common Stock of the
Company, granted under the Plan.
Section 1.13 - Optionee
"Optionee" shall mean an Employee to whom an Option is granted
under the Plan.
Section 1.14 - Parent Corporation
"Parent Corporation" shall mean any corporation in an unbroken
chain of corporations ending with the Company if each of the corporations other
than the Company 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 1.15 - Plan
"Plan" shall mean this 1996 Stock Option Plan for Non-Officer
Key Employees of IDEX Corporation.
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Section 1.16 - Retirement
"Retirement" shall mean termination of employment with the
Company upon reaching retirement age, or earlier, at the election of the
Employee, in accordance with the Company's policy on retirement.
Section 1.17 - Secretary
"Secretary" shall mean the Secretary of the Company.
Section 1.18 - Securities Act
"Securities Act" shall mean the Securities Act of 1933, as
amended.
Section 1.19 - Subsidiary
"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 1.20 - Termination of Employment
"Termination of Employment" shall mean the time (which, in the
absence of any other determination by the Committee, shall be deemed to be the
last day actually worked by the Optionee) when the employee-employer
relationship between the Optionee and the Company, a Parent Corporation or a
Subsidiary is terminated for any reason, with or without cause, including, but
not by way of limitation, a termination by resignation, discharge, death or
Retirement, but excluding terminations where there is a simultaneous
reemployment by the Company, a Parent Corporation or a 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, the question of whether a Termination of Employment
resulted from a discharge for good cause, and all questions of whether
particular leaves of absence constitute Terminations of Employment.
ARTICLE II
GENERAL CONDITIONS
Section 2.1 - Shares Subject to Plan
The shares of stock subject to Options shall be shares of the
Common Stock. The aggregate number of such shares which may be issued upon
exercise of Options shall not exceed 800,000 shares. The shares of Common
Stock issuable upon exercise of such Options may be either previously
authorized and unissued shares or treasury shares.
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Section 2.2 - Unexercised Options
If any Option expires or is cancelled without having been
fully exercised, the number of shares subject to such Option but as to which
such Option was not exercised prior to its expiration or cancellation may again
be optioned hereunder, subject to the limitations of Section 2.1.
Section 2.3 - Changes in Company's Shares
In the event that the outstanding shares of Common Stock of
the Company are hereafter changed into or exchanged for a different number or
kind of shares or other securities of the Company, or of another corporation,
by reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, stock dividend or combination of shares,
appropriate adjustments shall be made by the Committee in the number and kind
of shares for the purchase of which Options may be granted, including
adjustments of the limitations in Section 2.1 on the maximum number and kind of
shares which may be issued on exercise of Options. In the event of an
adjustment contemplated by this Section 2.3 in any outstanding Options, the
Committee shall make an appropriate and equitable adjustment to the end that
after such event the Optionee's proportionate interest shall be maintained as
before the occurrence of such event. Such adjustment in any outstanding Options
shall be made without change in the total price applicable to the Option or the
unexercised portion of the Option (except for any change in the aggregate price
resulting from rounding-off of share quantities or prices) and with any
necessary corresponding adjustment in the Option price per share. In the event
of a "spin-off" or other substantial distribution of assets of the Company
which has a material diminutive effect upon Fair Market Value, the Committee
may in its discretion make an appropriate and equitable adjustment to the
Option exercise price to reflect such diminution. Any such adjustment made by
the Committee shall be final and binding upon all Optionees, the Company and
all other interested persons.
Notwithstanding the foregoing, in the event of such a
reorganization, merger, consolidation, recapitalization, reclassification,
stock split-up, stock dividend or combination, or other adjustment or event
which results in shares of Common Stock being exchanged for or converted into
cash, securities or other property, the Company will have the right to
terminate this Plan as of the date of the exchange or conversion, in which case
all Options under this Plan shall become the right to receive such cash,
securities or other property, net of any applicable exercise price.
Section 2.4 - Conditions to Issuance of Stock Certificates
The Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock purchased upon the
exercise of any Option, or portion thereof, prior to fulfillment of all of the
following conditions:
(a) The admission of such shares to listing on all stock
exchanges on which the Common Stock is then listed; and
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(b) The completion of any registration or other
qualification of such shares under any state or federal law or under the
rulings or regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Committee shall, in its absolute
discretion, deem necessary or advisable; and
(c) The obtaining of any approval or other clearance from
any state or federal governmental agency which the Committee shall, in its
absolute discretion, determine to be necessary or advisable; and
(d) The payment to the Company (or other employer
corporation) of all amounts which it is required to withhold under federal,
state or local law in connection with the exercise of the Option; and
(e) The lapse of such reasonable period of time following
the exercise of the Option as the Committee may establish from time to time for
reasons of administrative convenience.
Section 2.5 - Merger, Consolidation, Acquisition, Liquidation or Dissolution
Notwithstanding any other provision of the Plan, in its
absolute discretion, and on such terms and conditions as it deems appropriate,
the Committee may provide by the terms of any Option that such Option cannot be
exercised after a Change in Control or the liquidation or dissolution of the
Company (collectively, "Control Events"); and if the Committee so provides, it
may, in its absolute discretion, on such terms and conditions as it deems
appropriate, also provide, either by the terms of any Option or by a resolution
adopted prior to the occurrence of such Control Event, that, for some period of
time beginning prior to and ending as of (and including) the time of such
event, such Option shall be exercisable as to all shares covered thereby,
notwithstanding anything to the contrary in Section 4.3(a), Section 4.3(b) or
any installment provisions of any Option.
Section 2.6 - Rights as Shareholders
The holders of Options shall not be, nor have any of the
rights or privileges of, shareholders of the Company in respect of any shares
purchasable upon the exercise of any part of an Option unless and until
certificates representing such shares have been issued by the Company to such
holders.
Section 2.7 - Transfer Restrictions
The Committee, in its absolute discretion, may impose such
restrictions on the transferability of the shares purchasable upon the exercise
of an Option as it deems appropriate. Any such restriction shall be set forth
in the respective Stock Option Agreement and may be referred to on the
certificates evidencing such shares.
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Section 2.8 - No Right to Continued Employment
Nothing in this Plan or in any Stock Option Agreement shall
confer upon any Optionee any right to continue in the employ of the Company,
any Parent Corporation or any Subsidiary or shall interfere with or restrict in
any way the rights of the Company, its Parent Corporations and its
Subsidiaries, which are hereby expressly reserved, to discharge any Optionee at
any time for any reason whatsoever, with or without cause.
ARTICLE III
GRANTING OF OPTIONS
Section 3.1 - Eligibility
Any key Employee, other than an Officer, shall be eligible to
be granted Options under the Plan, as provided in Section 3.2.
Section 3.2 - Granting of Options
(a) Upon the recommendation of the chief executive
officer of the Company, the Committee shall from time to time, in its absolute
discretion:
(i) Determine which Employees are key Employees
and select from among the key Employees (including those to whom
Options have been previously granted under the Plan) such of them as
in its opinion should be granted Options; and
(ii) Determine the number of shares to be subject
to such Options granted to such selected key Employees; and
(iii) Determine the terms and conditions of such
Options, consistent with the Plan.
(b) Upon the selection of an Employee to be granted an
Option, the Committee shall instruct the Secretary to issue such Option and may
impose such conditions on the grant of such Option as it deems appropriate.
Without limiting the generality of the preceding sentence, the Committee may,
in its discretion and on such terms as it deems appropriate, require as a
condition on the grant of an Option to an Employee that the Employee surrender
for cancellation some or all of the unexercised Options which have been
previously granted to such Employee. An Option the grant of which is
conditioned upon such surrender may have an option price lower (or higher) than
the option price of the surrendered Option, may cover the same (or a lesser or
greater) number of shares as the surrendered Option, may contain such other
terms as the Committee deems appropriate and shall be exercisable in accordance
with its terms, without regard to the number of shares, price, option period or
any other term or condition of the surrendered Option.
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ARTICLE IV
TERMS OF OPTIONS
Section 4.1 - Option Agreement
Each Option shall be evidenced by a written Stock Option
Agreement, which shall be executed by the Optionee and an authorized Officer of
the Company and which shall contain such terms and conditions as the Committee
shall determine, not inconsistent with the Plan.
Section 4.2 - Option Price
The price per share of the shares subject to each Option shall
be set by the Committee; provided, however, that the price per share shall not
be less than 100% of the Fair Market Value as of the date such Option is
granted.
Section 4.3 - Commencement of Exercisability
(a) Except as the Committee may otherwise provide, no
Option may be exercised in whole or in part during the first year after such
Option is granted.
(b) Subject to the provisions of Sections 4.3(a) and
4.3(c), Options shall become exercisable at such times and in such installments
(which may be cumulative) as the Committee shall provide in the terms of each
individual Option; provided, however, that by a resolution adopted after an
Option is granted the Committee may, on such terms and conditions as it may
determine to be appropriate and subject to Sections 4.3(a) and 4.3(c),
accelerate the time at which such Option or any portion thereof may be
exercised.
(c) No portion of an Option which is unexercisable at
Termination of Employment shall thereafter become exercisable; provided,
however, that in the event of a Termination of Employment resulting from the
Optionee's death, disability or Retirement, all Options shall become
exercisable, effective immediately upon the occurrence of such event.
Section 4.4 - Expiration of Options
(a) No Option may be exercised to any extent by anyone
after, and every Option shall expire no later than, the expiration of ten years
from the date the Option was granted.
(b) Subject to the provisions of Section 4.4(a), the
Committee shall provide, in the terms of each individual Option, when such
Option expires and becomes unexercisable.
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Section 4.5 - Consideration
In consideration of the granting of an Option, the Optionee
shall agree, in the written Stock Option Agreement, to remain in the employ of
the Company, a Parent Corporation or a Subsidiary, with such duties and
responsibilities as the Company shall from time to time prescribe.
ARTICLE V
EXERCISE OF OPTIONS
Section 5.1 - Person Eligible to Exercise
During the lifetime of the Optionee, only such Optionee may
exercise an Option (or any portion thereof) granted to such Optionee. After
the death of the Optionee, any exercisable portion of an Option may, prior to
the time when such portion becomes unexercisable under the Plan or the
applicable Stock Option Agreement, be exercised by such Optionee's Beneficiary.
"Beneficiary" shall mean any one or more persons, corporations, trusts,
estates, or any combination thereof, last designated by an Optionee in
accordance with the applicable Stock Option Agreement.
Section 5.2 - Partial Exercise
At any time and from time to time prior to the time when any
exercisable Option or exercisable portion thereof becomes unexercisable under
the Plan or the applicable Stock Option Agreement, such Option or portion
thereof may be exercised in whole or in part; provided, however, that the
Company shall not be required to issue fractional shares and the Committee may,
by the terms of the Option, require any partial exercise to be with respect to
a specified minimum number of shares.
Section 5.3 - Manner of Exercise
An exercisable Option, or any exercisable portion thereof, may
be exercised solely by delivery to the Secretary or the Secretary's office of
all of the following prior to the time when such Option or such portion becomes
unexercisable under the Plan or the applicable Stock Option Agreement:
(a) Notice in writing signed by the Optionee or other
person then entitled to exercise such Option or portion, stating that such
Option or portion is exercised, such notice complying with all applicable rules
established by the Committee;
(b) Full payment (in cash or by check) for the shares
with respect to which such Option or portion thereof is exercised, including
payment to the Company (or other employer corporation) of all amounts which it
is required to withhold under federal, state or local law in connection with
the exercise of the Option. However, in the discretion of the Committee,
payment may be made, in whole or in part, through (i) the delivery of shares of
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Common Stock owned by the Optionee, duly endorsed for transfer to the Company
with a Fair Market Value on the date of delivery equal to that portion of the
aggregate exercise price of the Option or exercised portion thereof plus the
amount of the applicable withholding tax for which such payment is permitted by
the Committee; (ii) the surrender of shares of Common Stock then issuable upon
exercise of the Option having a Fair Market Value on the date of Option
exercise equal to that portion of the aggregate exercise price of the Option or
exercise portion thereof, plus the amount of the applicable withholding tax,
for which such payment is permitted by the Committee; (iii) the delivery of a
full recourse promissory note bearing interest (at no less than such rate as
shall then preclude the imputation of interest under the Code) and payable upon
such terms as may be prescribed by the Committee; (iv) to the extent permitted
by law, a "cashless exercise procedure" satisfactory to the Committee which
permits the Optionee to deliver an exercise notice to a broker-dealer, who then
sells Option shares, delivers the proceeds of the sale, less commission, to the
Company, which delivers such proceeds, less the exercise price and withholding
taxes, to the Optionee, or (v) any combination of the consideration provided in
the foregoing subparagraphs (i), (ii), (iii) and (iv). In the case of a
promissory note, the Committee may also prescribe the form of such note and the
security (if any) to be given for such note. Notwithstanding the foregoing,
the Option may not be exercised by delivery of a promissory note or by a loan
from the Company where such loan or other extension of credit is prohibited by
law;
(c) Such representations and documents as the Committee,
in its absolute discretion, deems necessary or advisable to effect compliance
with all applicable provisions of the Securities Act and any other federal or
state securities laws or regulations. The Committee may, in its absolute
discretion, also take whatever additional actions it deems appropriate to
effect such compliance including, without limitation, placing legends on share
certificates and issuing stop-transfer orders to transfer agents and
registrars; and
(d) In the event that the Option or portion thereof shall
be exercised pursuant to Section 5.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to exercise
the Option or portion thereof.
ARTICLE VI
ADMINISTRATION
Section 6.1 - Compensation Committee
The Compensation Committee shall consist of two or more
Directors, appointed by and holding office at the pleasure of the Board, none
of whom may (i) be an Officer, (ii) receive compensation, either directly or
indirectly, from the Company or any Parent Corporation or Subsidiary, for
services rendered in any capacity other than as a Director, except for an
amount that does not exceed the dollar amount for which disclosure would be
required pursuant to Item 404 of Regulation S-K ("Item 404"), (iii) possess an
interest in any other transaction for which disclosure would be required
pursuant to Item 404 or (iv) be engaged in a business relationship for which
disclosure would be required pursuant to Item 404. The constitution of the
Committee must also comply with the requirements of
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Section 162(m) of the Code. The failure of the constitution of the Committee
to comply with the foregoing requirements shall not adversely affect the
validity of any shares issued upon exercise of Options under the Plan.
Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time. Vacancies in the
Committee shall be filled by the Board.
Section 6.2 - Duties and Powers of Committee
It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The Committee
shall have the power to interpret the Plan and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules. In its absolute
discretion, the Board may at any time and from time to time exercise any and
all rights and duties of the Committee under this Plan except with respect to
matters which under Section 162(m) of the Code, or any regulations or rules
issued thereunder, are required to be determined in the sole discretion of the
Committee.
Section 6.3 - Majority Rule
The Committee shall act by a majority of its members in office.
The Committee may act either by vote at a meeting or by a memorandum or other
written instrument signed by a majority of the Committee.
Section 6.4 - Compensation; Professional Assistance; Good Faith Actions
Members of the Committee shall receive such compensation for
their services as members as may be determined by the Board. All expenses and
liabilities incurred by members of the Committee in connection with the
administration of the Plan shall be borne by the Company. The Committee may
employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Committee, the Company and its Officers and Directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all Optionees, the
Company and all other interested persons. No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or the Options, and all members of the Committee
shall be fully protected by the Company in respect to any such action,
determination or interpretation.
ARTICLE VII
OTHER PROVISIONS
Section 7.1 - Options Not Transferable
No Option or interest or right therein or part thereof shall
be liable for the debts, contracts or engagements of the Optionee or the
Optionee's successors in interest or
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shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect;
provided, however, that nothing in this Section 7.1 shall prevent transfers to
a Beneficiary.
Section 7.2 - Amendment, Suspension or Termination of the Plan
The Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to time by the
Committee. Neither the amendment, suspension nor termination of the Plan
shall, without the consent of the holder of an Option, impair any rights or
obligations under any Option theretofore granted. No Option may be granted
during any period of suspension nor after termination of the Plan, and in no
event may any Option be granted under this Plan after September 24, 2006.
Section 7.3 - Effect of Plan Upon Other Option and Compensation Plans
The adoption of this Plan shall not affect any other compensation
or incentive plans in effect for the Company, any Parent Corporation or any
Subsidiary. Nothing in this Plan shall be construed to limit the right of the
Company, any Parent Corporation or any Subsidiary (a) to establish any other
forms of incentives or compensation for employees of the Company, any Parent
Corporation or any Subsidiary or (b) to grant or assume options otherwise than
under this Plan in connection with any proper corporate purpose, including, but
not by way of limitation, the grant or assumption of options in connection with
the acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.
Section 7.4 - Titles
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of the Plan.
Section 7.5 - Conformity to Securities Laws
The Plan is intended to conform to the extent necessary with
all provisions of the Securities Act, the Exchange Act and the Code and any and
all regulations and rules promulgated by the Securities and Exchange Commission
and Internal Revenue Service thereunder. Notwithstanding anything herein to
the contrary, the Plan shall be administered, and Options shall be granted and
may be exercised, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, the Plan and Options
granted hereunder shall be deemed amended to the extent necessary to conform to
such laws, rules and regulations.
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Section 7.6 - Governing Law
This Plan and any agreements hereunder shall be administered,
interpreted and enforced in accordance with the laws of the State of Illinois
(without reference to the choice of law provisions of Illinois law).
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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 4.6
AMENDED AND RESTATED IDEX CORPORATION
DIRECTORS DEFERRED COMPENSATION PLAN
ARTICLE I
BACKGROUND, PURPOSE, AND EFFECTIVE DATE
IDEX Corporation, a Delaware corporation (the "Corporation"), by
resolution of its Board of Directors, adopted the IDEX Corporation Directors
Deferred Compensation Plan (the "Original Plan"), effective as of January 1,
1993, for the benefit of the non-employee members of its Board of Directors
(the "Directors"). The Corporation has amended and restated the Original Plan
to provide greater investment choice and flexibility. The Directors originally
approved the form of the Amended and Restated IDEX Corporation Directors
Deferred Compensation Plan (the "Plan") on January 23, 1996. The Plan was
approved by the shareholders of the Corporation on March 26, 1996. 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").
SECTION 1.1 -- BACKGROUND AND PURPOSE OF THE PLAN
The Corporation wishes to provide members of its Board of Directors
who are not employees of the Corporation with the opportunity to defer payment
of all of the compensation they receive in a particular year or years for
serving as Directors.
SECTION 1.2 -- EFFECTIVE DATE AND TERM
The Plan shall become effective as of January 1, 1997, and shall
continue until such time as it is terminated by resolution of the Board of
Directors in accordance with Article V. The Original Plan as in effect prior to
the date of approval of the Amended Plan by the shareholders of the Corporation
shall remain in effect through December 31, 1996.
SECTION 1.3 -- SHARES SUBJECT TO PLAN
The shares of stock subject to Deferred Compensation Units shall be
shares of the Corporation's Common Stock. The aggregate number of such shares
which may be distributed pursuant to Deferred Compensation Units under the Plan
shall not exceed 50,000 shares. To the extent the aggregate Deferred
Compensation Units outstanding under the Plan exceeds the foregoing limitation,
the dollar amount corresponding to such excess will be considered transferred
into the Interest-Bearing Account, as provided for in Section 3.1(a).
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ARTICLE II
CONTRIBUTIONS
SECTION 2.1 -- DEFERRED COMPENSATION
With respect to each quarter, beginning with the first quarter of 1997
and continuing during the period in which this Plan remains in effect, the
Corporation shall credit a Director's account, as provided for in Section 3.1,
with all of the amount of future compensation as such Director has elected in
writing to defer under the Plan (pursuant to the form attached hereto as
Exhibit A and incorporated herein by this reference) (the "Deferred Amounts").
An election to defer shall be made prior to the calendar year for which the
compensation so deferred is earned, shall be irrevocable with respect to the
calendar year to which it applies, and shall remain in effect for future
calendar years unless a new election is made by such Director effective with
respect to a calendar year and delivered to the Corporation by the December 31
preceding such calendar year. The crediting of the Deferred Amounts under this
Plan shall be made on the first day of the quarter after the amounts are
earned, or such other date on which such amounts would otherwise have been paid
to the Director. Any amounts credited to the Deferred Compensation Account
under the Plan for services rendered prior to January 1, 1997 (the "Prior
Deferred Amounts") shall be credited to the Interest-Bearing Account as set
forth in Section 3.1.
ARTICLE III
ACCOUNTS AND INVESTMENT
SECTION 3.1 -- THE DEFERRED AMOUNTS
The Corporation shall establish on its books the necessary accounts to
accurately reflect the Corporation's liability to each Director who has
deferred compensation under the Plan. To each account shall be credited, as
applicable, Deferred Amounts and Dividend Equivalents (as defined below) on the
common stock, par value $.01 per share, of the Corporation (the "Common Stock")
and interest. The Corporation shall maintain separate subaccounts for each
annual compensation deferral election in order to accurately reflect the
Benefit (as defined in Section 4.1) distributable in a particular distribution
year. Payments to the Director under the Plan shall be debited to the
appropriate accounts. A Director may elect to defer compensation into an
Interest-Bearing Account or a Deferred Compensation Units Account, each as
described below.
a. INTEREST-BEARING ACCOUNT. Compensation which a Director has
elected to defer into an Interest-Bearing Account shall be credited to the
Interest-Bearing Account on the same date that it would otherwise be payable to
such Director (the "Deferral Date"). Deferred Amounts carried in this 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
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quarterly. Such adjustments shall be made until no amounts remain in the
Director's Interest-Bearing Account.
b. DEFERRED COMPENSATION UNITS ACCOUNT. A Director who has elected
to defer compensation into a Deferred Compensation Units Account shall have the
amount of such compensation credited to his or her account as of 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 in the Plan would
exceed the maximum number of shares of Common Stock permitted under the Plan,
the dollar amount corresponding to such excess shall be credited to the
Interest-Bearing Account. Such Deferred Amount shall also be converted into a
number of Deferred Compensation Units as of the Deferral Date by dividing the
Deferred Amount by the Fair Market Value of the Corporation's Common Stock as
of the Deferral Date. For purposes of the Plan, "Fair Market Value" shall mean
the fair market value of a share of the Common Stock as of a given date
measured as (i) the closing price of a share of the Common Stock on the
principal exchange on which shares of the Common Stock are then trading, if
any, on the day previous to such date, or, if shares were not traded on the day
previous to such date, then on the next preceding trading day during which a
sale occurred; or (ii) if such Common Stock is not traded on an exchange but is
quoted on NASDAQ or a successor quotation system, (1) the last sales price (if
the Common Stock is then listed as a National Market Issue under the NASD
National Market System) or (2) the mean between the closing representative bid
and asked prices (in all other cases) for the Common Stock on the day previous
to such date as reported by NASDAQ or such successor quotation system; or (iii)
if such Common Stock is not publicly traded on an exchange and not quoted on
NASDAQ or a successor quotation system, the mean between the closing bid and
asked prices for the Common Stock, on the day previous to such date, as
determined in good faith by the Compensation Committee of the Board of
Directors (the "Committee"); or (iv) if the Common Stock is not publicly
traded, the fair market value established by the Committee acting in good
faith.
If Deferred Compensation Units exist in a Director's account on a
dividend record date for the Common Stock, Dividend Equivalents shall be
credited to the Director's account on the corresponding dividend payment date,
and shall be converted into the number of Deferred Compensation Units which
could be purchased, at a price equal to the Fair Market Value of the Common
Stock as of such dividend payment date, with the amount of Dividend Equivalents
so credited; 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,
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. For purposes of the Plan,
"Dividend Equivalent" shall mean an amount equal to the cash dividend payable
on any dividend payment date on one share of Common Stock multiplied by the
number of Deferred Compensation Units in the Deferred Compensation Units
Account as of the dividend record date.
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In the event of any change in the Corporation's Common Stock
outstanding, by reason of any stock split or dividend, recapitalization,
merger, consolidation, combination or exchange of stock or similar corporate
change, such equitable adjustments, if any, by reason of any such change, shall
be made in the number of Deferred Compensation Units credited to each
Director's Deferred Compensation Units Account.
c. TRANSFER BETWEEN ACCOUNTS. A transfer 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
Director in a notice to the Corporation. 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 Director's Investment Change Form is received by the
Corporation prior to the thirteenth business day following the date of release
of the Corporation'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 Corporation. If any Director elects to engage in any
transaction that, but for this Section 3.1(c), 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 Director shall reflect all balances and accruals as
if such transaction had not occurred. The Corporation is authorized to make
any such adjustments to a Director's account balances as may be necessary to
give effect to the foregoing. No transfer shall be made from the Deferred
Compensation Units Account 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, the Director should
contact the compliance officer designated by the Corporation.
SECTION 3.2 -- VESTING
At all times a Director shall have a 100% nonforfeitable right to the
amounts credited to his or her accounts.
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ARTICLE IV
BENEFITS
SECTION 4.1 -- AFTER STATED PERIOD OR UPON CESSATION OF SERVICE AS DIRECTOR
The balance in the Interest-Bearing Account, including adjustments
that continue to be made pursuant to Article III, shall be paid in cash by the
Corporation, and the number of shares of Common Stock equal to the number of
Deferred Compensation Units (rounded down to the nearest whole unit) (together,
the balance in the Interest-Bearing Account and the Deferred Compensation Units
are referred to as the "Benefit") shall be paid or distributed, as the case may
be, to the Director on the January 1 following the number of deferral years
elected by the Director (either five or ten) or following the Director's
cessation of service as Director for any reason other than death (the date of
which shall be referred to as the "Date of Cessation"), in one lump sum or in
five substantially equal annual payments with respect to the balance in the
Interest-Bearing Account and in one lump sum or five substantially equal
numbers of shares of Common Stock with respect to Deferred Compensation Units,
as previously elected by a Director. In the event a Director ceases service as
a Director for any reason other than death, payment of the Benefit shall be
accelerated beginning January 1 following such cessation of service as a
Director and paid or distributed in a lump sum or installments in accordance
with the deferral election form, notwithstanding any election to have
distributions commence at a later date. Elections pursuant to this Section
shall be made at the same time and in the same manner as an election to defer
is made pursuant to Section 2.1.
SECTION 4.2 -- UPON DEATH
In the event of a Director's death, the Corporation shall pay the
Benefit, or in the event of a Director's death after commencement of the
payment of the Benefit under Section 4.1, the remaining balance of the Benefit,
in one lump sum as soon as practicable following the death of the Director, to
the Director's Beneficiary.
SECTION 4.3 -- CHANGE IN CONTROL
In the event of (a) any 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 common shares of the Corporation
are (for cash, property (including, without limitation, stock in any
corporation), or indebtedness, or any combination thereof) redeemed by the
Corporation 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
Corporation, or any combination of such redemption, purchase or exchange, or
(ii) at least 51 percent of the Corporation's assets are purchased by any
person(s), firm(s) or entity(ies) whether or not affiliated with the
Corporation for cash, property (including, without limitation, stock in any
corporation) or indebtedness or any combination thereof, or (iii) the
Corporation is merged or consolidated with another corporation regardless of
whether the Corporation is the survivor (except any such transaction solely for
the purpose of changing the Corporation's domicile or which does not
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change the ultimate beneficial ownership of the equity interests in the
Corporation), or (b) any substantial equivalent of any such redemption,
purchase, exchange, change, transaction or series of transactions, merger or
consolidation constituting such change of management or control, the
Corporation shall pay the Benefit to the Director in one lump sum. If the
transaction giving rise to such change of management or control was approved in
advance by a majority of the Board of Directors, payment of the Benefit shall
be made at the closing of such transaction. If the transaction giving rise to
the change of management or control was not so approved, payment of the Benefit
shall be made immediately upon the occurrence of the event or transaction
described in (a) or (b) above giving rise to the change of management or
control.
SECTION 4.4 -- 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 Director pursuant to this Article IV may be distributed pursuant to a
"cashless procedure" satisfactory to the Committee which permits the Director
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
commission, to the Corporation, which delivers such proceeds to the Director.
ARTICLE V
AMENDMENT, SUSPENSION, OR TERMINATION
SECTION 5.1 -- AMENDMENT, SUSPENSION, OR TERMINATION
The Board of Directors may amend, suspend or terminate the Plan, in
whole or in part, at any time and from time to time.
SECTION 5.2 -- NO REDUCTION
No amendment, suspension or termination shall operate to adversely
affect the Benefit otherwise available to a Director if the Director had ceased
being a Director as of the effective date of such amendment, suspension, or
termination. Any Benefit determined as of such date shall continue to be
adjusted as provided in Article III and payable as provided in Article IV.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1 -- BENEFICIARY
"Beneficiary" shall mean any one or more persons, corporations,
trusts, estates, or any combination thereof, last designated by a Director to
receive the Benefit provided under this Plan. Any designation made hereunder
shall be revocable, shall be in writing either on a facsimile of the form
annexed hereto as Exhibit C or in a written instrument containing the
information requested in Exhibit C, and shall be effective when delivered to
the Corporation at
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its principal office. If the Corporation, in its sole discretion, determines
that there is not a valid designation, the Beneficiary shall be the executor or
administrator of the Director's estate.
SECTION 6.2 -- NONASSIGNABILITY
The interest of any person under this Amended Plan (other than the
Corporation) shall not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, attachment or encumbrance, or to the claims
of creditors of such person, and any attempt to effectuate any such actions
shall be void.
SECTION 6.3 -- INTEREST OF DIRECTOR
The Director and any Beneficiary shall, in respect to accounts and any
Benefit to be paid, be and remain simply a general unsecured creditor of the
Corporation in the same manner as any other creditor having a general claim for
compensation, if and when the Director's or Beneficiary's rights to receive
payments shall mature and become payable. At no time shall the Director be
deemed to have any right, title or interest, legal or equitable, in any asset
of the Corporation, including, but not limited to, any Common Stock or
investments which represent amounts credited to the Interest-Bearing Account.
SECTION 6.4 -- WITHHOLDING
The Corporation shall have the right to deduct or withhold from the
Benefits paid under this Plan or otherwise all taxes which may be required to
be deducted or withheld under any provision of law (including, but not limited
to, Social Security payments, income tax withholding and any other deduction or
withholding required by law) now in effect or which may become effective any
time during the term of this Plan.
SECTION 6.5 -- FUNDING
This Plan shall not be a funded plan. The Corporation shall not set
aside any funds, or make any investments or set aside Common Stock, for the
specific purpose of making payments under the Plan. All Benefits paid under
the Plan shall be paid from the general assets of the Corporation. Benefits
payable under the Plan may be reflected on the accounting records of the
Corporation, but such accounting shall not be construed to create or require
the creation of a trust, custodial or escrow account.
SECTION 6.6 -- EXCLUSIVITY OF PLAN
This Plan is intended solely for the purpose of deferring compensation
to the Directors to the mutual advantage of the parties. Nothing contained in
this Plan shall in any way affect or interfere with the right of a Director to
participate in any other benefit plan in which he or she may be entitled to
participate.
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SECTION 6.7 -- NO RIGHT TO CONTINUED SERVICE
This Plan shall not confer any right to continued service on a
Director.
SECTION 6.8 -- NOTICE
Each notice and other communication to be given pursuant to this Plan
shall be in writing and shall be deemed given only when (a) delivered by hand,
(b) transmitted by telegram or telecopier (provided that a copy is sent at
approximately the same time by registered or certified mail, return receipt
requested), (c) received by the addressee, if sent by registered or certified
mail, return receipt requested, or by Express Mail, Federal Express or other
overnight delivery service, to the Corporation at its principal office and to a
Director at the last known address of such Director (or to such other address
or telecopier number as a party may specify by notice given to the other party
pursuant to this Section).
SECTION 6.9 -- CLAIMS PROCEDURES
If a Director or the Director's Beneficiary does not receive benefits
to which he or she believes he or she is entitled, such person may file a claim
in writing with the Corporation. The Corporation shall establish a claims
procedure under which:
(a) the Corporation shall be required to provide adequate
notice in writing to the Director or the Beneficiary whose claim for
benefits has been denied, setting forth specific reasons for such
denial, written in a manner calculated to be understood by the
Director or the Beneficiary; and
(b) the Corporation shall afford a reasonable opportunity to
the Director or the Beneficiary whose claim for Benefits has been
denied for a full and fair review by the Corporation of the decision
denying the claim.
SECTION 6.10 -- ILLINOIS LAW CONTROLLING
This Plan shall be construed in accordance with the laws of the State
of Illinois.
SECTION 6.11 -- BINDING ON SUCCESSORS
This Plan shall be binding upon the Directors and the Corporation,
their heirs, successors, legal representatives and assigns.
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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
DIRECTORS DEFERRED COMPENSATION PLAN
ELECTION FORM
I hereby elect to defer all of my compensation earned after December
31 of this year for serving as Director of IDEX Corporation (the
"Corporation"). This election is irrevocable and shall remain in effect for
the calendar year beginning with the next January 1. My election shall remain
in effect for each subsequent calendar year until it is revoked by me in a
writing delivered to the Corporation, in accordance with the terms of the Plan,
prior to the beginning of such calendar year. Once revoked, there will be no
deferral of my compensation until I make a new election in accordance with the
terms of the Plan.
With respect to the compensation deferred pursuant to this election, I
hereby elect to have such deferral credited as follows [check one]:
______ Interest-Bearing Account, or
______ Deferred Compensation Units Account; and
I further elect to receive distribution of the Deferred Amount in [check one]:
______ five annual installments pursuant to Section 4.1 of
the Plan, or
_______ a single lump sum pursuant to Section 4.1 of the
Plan;
beginning on the January 1 following [check one]:
_______ my cessation of service as a Director of IDEX
Corporation,
_______ five years after the year for which compensation is
deferred, or
_______ ten years after the year for which compensation is
deferred.
I understand that in the event that my directorship with IDEX
Corporation terminates for any reason other than death, payment of the balance
of my Accounts shall be accelerated beginning on the January 1 following my
cessation of service as a director and I shall receive such payment or the
distribution of such payment will commence as elected above. I understand that
in the event of my death, payment of the entire balance of my Accounts shall be
made to my beneficiary(ies) as soon as practicable following my death. I also
understand that in the event of a change of control as contemplated by Section
4.3 of the Plan, payment of the entire balance of my Accounts in one lump sum
will be made immediately upon the occurrence of the event giving rise to the
change of control.
I acknowledge that I have received a copy of the Plan, and I
understand that all of my deferred Director's compensation and my Deferred
Compensation Accounts are subject to the terms and conditions of the
Corporation's Directors Deferred Compensation Plan, including that such
Accounts are unfunded and my right to such compensation is subject to the
claims of general creditors.
________________________________________
Director's Name
Dated: __________________________ ________________________________________
Director's Signature
A-1
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EXHIBIT B
IDEX CORPORATION
AMENDED AND RESTATED DIRECTORS DEFERRED COMPENSATION PLAN
INVESTMENT CHANGE FORM
**********
INVESTMENT CHANGE
I hereby elect to change the vehicle used for the investment of
Deferred Amounts 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
"Corporation") prior to the thirteenth business day following the date of
release of the Corporation's quarterly or annual summary statement of sales and
earnings, as specified in Section 3.1(c) 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
Corporation.
**********
________________________ _____________________________
Name Social Security Number
________________________ _____________________________
Signature Date
B-1
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EXHIBIT C
IDEX CORPORATION
DIRECTORS DEFERRED COMPENSATION PLAN
BENEFICIARY DESIGNATION FORM
Name ___________________________________________________ / / Original
Social Security Number _____________________________________ / / Change
Instructions: This form is used to designate a beneficiary under the Amended
and Restated IDEX Corporation Directors Deferred Compensation Plan. 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 Amended
and Restated IDEX Corporation Directors Deferred Compensation Plan 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
C-1
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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
provision for unnamed children and survives me; otherwise,
their children. the issue of my marriage to
said Wife 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.
C-2
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EXHIBIT 4.7
IDEX CORPORATION
1996 DEFERRED COMPENSATION PLAN FOR NON-OFFICER PRESIDENTS
IDEX Corporation, a Delaware corporation (the "Company"), by resolution of
its Board of Directors, originally approved the form of the IDEX Corporation
1996 Deferred Compensation Plan for Non-Officer Presidents (the "Plan") on
January 23, 1996 for the benefit of its non-officer presidents. Among other
changes, the Plan has been revised to conform to certain amendments to Rule
16b-3 of Section 16 of the Securities Exchange Act of 1934 ("Rule 16b-3").
The Plan is a nonqualified deferred compensation plan pursuant to which
certain eligible non-officer presidents of the Company may elect to defer
compensation otherwise payable to such non-officer presidents. The Plan is
unfunded, unsecured and is maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA.
ARTICLE I
DEFINITIONS
SECTION 1.1 - GENERAL
Whenever the following terms are used in the Plan with the first letter
capitalized, they shall have the same meanings specified below unless the
context clearly indicates to the contrary.
SECTION 1.2 - ACCOUNTS
"Accounts" shall mean the Interest-Bearing Accounts and the Deferred
Compensation Units Accounts.
SECTION 1.3 - ACTIVE PARTICIPANT
"Active Participant" shall mean any Non-Officer President who is eligible
to participate in the Plan during the Plan Year in question as prescribed in
Article II.
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SECTION 1.4 - ADMINISTRATOR
"Administrator" shall mean the Committee. The Committee shall
have all duties and responsibilities imposed by ERISA.
SECTION 1.5 - BASE COMPENSATION
"Base Compensation" of a Non-Officer President shall mean his or
her annual rate of salary determined on any date and shall exclude Bonuses and
other similar amounts.
SECTION 1.6 - BENEFITS
"Benefits" shall mean all or a portion of the Participant's
balance in the Accounts.
SECTION 1.7 - BOARD
"Board" shall mean the Board of Directors of IDEX Corporation.
SECTION 1.8 - BONUS
"Bonus" of a Non-Officer President shall mean his or her bonus or
other incentive compensation that is and would, except as provided herein, be
payable in cash.
SECTION 1.9 - CODE
"Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
SECTION 1.10 - COMMITTEE
"Committee" shall mean the Compensation Committee of the Board.
The Compensation Committee shall consist of two or more Directors, appointed by
and holding office at the pleasure of the Board, none of whom may (i) be an
Officer, (ii) receive compensation, either directly or indirectly, from the
Company or any Parent Corporation or Subsidiary, for services rendered in any
capacity other than as a Director, except for an amount that does not exceed the
dollar amount for which disclosure would be required pursuant to Item 404 of
Regulation S-K ("Item 404"), (iii) possess an interest in any other transaction
for which disclosure would be required pursuant to Item 404 or (iv) be engaged
in a business relationship for which disclosure would be required pursuant to
Item 404. The constitution of the Committee must also comply with the
requirements of Section 162(m) of the Code. The failure of the constitution of
the Committee to comply with the foregoing requirements shall not adversely
affect the validity of any shares distributed pursuant to Deferred Compensation
Units under the Plan. Appointment of Committee members shall be effective upon
acceptance of appointment.
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Committee members may resign at any time. Vacancies in the Committee shall be
filled by the Board.
SECTION 1.11 - COMMON STOCK
"Common Stock" shall mean the common stock, par value $.01 per
share, of the Company.
SECTION 1.12 - COMPANY AND SUBSIDIARY
(a) "Company" shall mean IDEX Corporation.
(b) "Subsidiary" shall mean any corporation in an unbroken chain
of corporations beginning with the Company if each of the corporations other
than the last corporation in the unbroken chain then owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
SECTION 1.13 - COMPENSATION
"Compensation" of a Participant in any Plan Year (or portion
thereof) shall mean the remuneration paid to a Participant that would, except as
provided herein, be payable in cash, including without limitation, Base
Compensation, Bonuses and amounts deferred under Section 3.1(a) of the Plan.
SECTION 1.14 - CONTROL EVENT
Either (a) a transaction or series of transactions which within a
12-month period constitute a change of management or control where (i) at least
51 percent of the then outstanding shares of Common Stock are (for cash,
property (including, without limitation, stock in any corporation), or
indebtedness, or any combination thereof) redeemed by the Company or purchased
by any person(s), firm(s) or entity(ies), or exchanged for shares in any other
corporation whether or not affiliated with the Company, or any combination of
such redemption, purchase or exchange, or (ii) at least 51 percent of the
Company's assets are purchased by any person(s), firm(s) or entity(ies) whether
or not affiliated with the Company for cash, property (including, without
limitation, stock in any corporation) or indebtedness or any combination
thereof, or (iii) the Company is merged or consolidated with another corporation
regardless of whether the Company is the survivor (except any such transaction
solely for the purpose of changing the Company's domicile or which does not
change the ultimate beneficial ownership of the equity interests in the
Company), or (b) a substantial equivalent of any such redemption, purchase,
exchange, change, transaction or series of transactions, merger or consolidation
constituting such change of management or control.
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SECTION 1.15 - DEFERRAL DATE
"Deferral Date" shall have the meaning set forth in Section
4.2(a).
SECTION 1.16 - DEFERRED AMOUNTS
"Deferred Amounts" of an Active Participant shall mean an amount
of Compensation deferred under the Plan and credited to any Account provided for
in Section 4.2 of the Plan.
SECTION 1.17 - DEFERRED COMPENSATION UNITS
"Deferred Compensation Units" shall have the meaning set forth in
Section 4.2(b) of the Plan.
SECTION 1.18 - DEFERRED COMPENSATION UNITS ACCOUNT
"Deferred Compensation Units Account" shall have the meaning set
forth in Section 4.2(b).
SECTION 1.19 - DISTRIBUTION DATE
"Distribution Date" shall mean the date on which distribution of
a Participant's Benefits shall be made or commence, such date to be the January
1 following the number of deferral years elected by the Participant (either five
or ten) or the January 1 following the year of the Participant's Retirement, as
elected by the Participant. A Participant's election of a Distribution Date
pursuant to Section 2.3 (either for the commencement of the distribution of
Benefits or with respect to installment payments) shall be superseded by a
Control Event, a Participant's death or a Termination of Employment as set forth
in Article V.
SECTION 1.20 - DIVIDEND EQUIVALENT
"Dividend Equivalent" of any Participant shall mean an amount
equal to the cash dividend paid on one of the shares of Common Stock multiplied
by the number of the Participant's Deferred Compensation Units in the Deferred
Compensation Units Account at the dividend record date.
SECTION 1.21 - ERISA
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.
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SECTION 1.22 - FAIR MARKET VALUE
"Fair Market Value" shall mean the fair market value of a share
of the Common Stock as of a given date measured as (i) the closing price of a
share of the Common Stock on the principal exchange on which shares of the
Common Stock are then trading, if any, on the day previous to such date, or, if
shares were not traded on the day previous to such date, then on the next
preceding trading day during which a sale occurred; or (ii) if such Common Stock
is not traded on an exchange but is quoted on NASDAQ or a successor quotation
system, (1) the last sales price (if the Common Stock is then listed as a
National Market Issue under the NASD National Market System) or (2) the mean
between the closing representative bid and asked prices (in all other cases) for
the Common Stock on the day previous to such date as reported by NASDAQ or such
successor quotation system; or (iii) if such Common Stock is not publicly traded
on an exchange and not quoted on NASDAQ or a successor quotation system, the
mean between the closing bid and asked prices for the Common Stock, on the day
previous to such date, as determined in good faith by the Committee; or (iv) if
the Common Stock is not publicly traded, the fair market value established by
the Committee acting in good faith.
SECTION 1.23 - INTEREST-BEARING ACCOUNT
"Interest-Bearing Account" shall have the meaning set forth in
Section 4.2(a) of the Plan.
SECTION 1.24 - NON-OFFICER PRESIDENT
"Non-Officer President" shall mean an individual who is a
president, but not an Officer, of the Company or any Subsidiary.
SECTION 1.25 - OFFICER
"Officer" shall mean an officer of the Company, as defined in
Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, as such
Rule may be amended in the future.
SECTION 1.26 - PARTICIPANT
"Participant" shall mean a Non-Officer President who participates
in the Plan during the Plan Year in question, or who participated in the Plan
during a prior Plan Year.
SECTION 1.27 - PAYDAY
"Payday" shall mean the regular and recurring established day for
payment of Compensation to Non-Officer Presidents and any date a Bonus is paid.
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SECTION 1.28 - PLAN
"Plan" shall mean this 1996 Deferred Compensation Plan for
Non-Officer Presidents.
SECTION 1.29 - PLAN YEAR
"Plan Year" shall mean the calendar year.
SECTION 1.30 - RETIREMENT
"Retirement" shall mean termination of employment with the
Company upon reaching retirement age, or earlier, at the election of the
Non-Officer President, in accordance with the Company's policy on retirement.
SECTION 1.31 - TERMINATION OF EMPLOYMENT
"Termination of Employment" shall mean the time (which in the
absence of any other determination by the Administrator) shall be deemed to be
the last day actually worked by the Non-Officer President when the
employee-employer relationship between the Non-Officer President and the Company
is ended for any reason, with or without cause, including, but not by way of
limitation, a termination by resignation, discharge or death, but excluding
Retirement or termination where there is a simultaneous reemployment by the
Company or Subsidiary. The Committee, in its absolute discretion, shall
determine the effect of all other matters and questions relating to Termination
of Employment, including, but not by way of limitation, all questions of whether
particular leaves of absence constitute Terminations of Employment.
SECTION 1.32 - UNFORESEEABLE EMERGENCY
"Unforeseeable Emergency" of a Participant, as determined by the
Administrator, shall mean a severe financial hardship resulting from
extraordinary and unforeseeable circumstances arising as a result of one or more
events beyond the control of the Participant and such severe financial hardship
would result if early withdrawal pursuant to Sections 3.2(b) and 3.2(c) were not
permitted.
ARTICLE II
ELIGIBILITY
SECTION 2.1 - REQUIREMENTS FOR PARTICIPATION
(a) Any Non-Officer President who on the first day of a Plan Year
will have Compensation greater than the dollar amount established by the
Administrator, based on THE
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advice of counsel of what is permissible under ERISA, shall have a right to
become an Active Participant as of the first day of such Plan Year, and shall
have a right to be an Active Participant until the last day of such Plan Year.
A Non-Officer President hired after the first day of a Plan Year may become an
Active Participant in such Plan Year if he or she otherwise qualifies to be an
Active Participant pursuant to this Section 2.1(a).
(b) A Non-Officer President who is an Active Participant during
any Plan Year shall not be an Active Participant for any subsequent Plan Year
unless such Non-Officer President satisfies the requirements of subsection (a)
with respect to such Plan Year.
SECTION 2.2 - DEFERRAL ELECTION PROCEDURE
The Administrator shall provide each Active Participant for a
Plan Year with a Compensation deferral election form on which the Active
Participant may elect to defer his or her Compensation under Article III. Each
Active Participant electing to defer Compensation under Article III for a Plan
Year (or portion thereof during which such Non-Officer President is an Active
Participant) shall complete and sign the Compensation deferral election form
attached hereto as Exhibit A and return it to the Administrator in accordance
with the rules of the plan.
SECTION 2.3 - CONTENT OF DEFERRAL ELECTION FORM, INVESTMENT
CHANGE FORM AND BENEFICIARY DESIGNATION FORM
Each Active Participant electing to defer Compensation under
Article III for a Plan Year shall set forth on his or her Compensation deferral
election form for such Plan Year:
(a) such Active Participant's consent that such Active
Participant, his or her successors in interest and assigns and all
persons claiming under him or her shall be bound, to the extent
authorized by law, by the statements contained therein and by the
provisions of the Plan as they now exist, and as they may be amended
from time to time,
(b) the separate election of the percentage and/or dollar amount
of such Active Participant's (i) Base Compensation and (ii) Bonus to
be deferred under Article III and, in such case, such Active
Participant's authorization to the Company to reduce such Active
Participant's Base Compensation and Bonus in accordance with Section
3.1(a),
(c) the allocation of such Active Participant's Deferred Amounts
between the Interest-Bearing Account and the Deferred Compensation
Units Account in accordance with Article IV (provided that deferrals
into the Account and the Deferred Compensation Units Account are
subject to a
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$10,000 minimum deferral per Account, or such other minimum as the
Committee may establish),
(d) such Active Participant's election of his or her Distribution
Date,
(e) such Active Participant's election to receive the
distribution of his or her balance in the Interest-Bearing Account or
Common Stock representing Deferred Compensation Units under Article V
in the form of a lump sum distribution or in five annual installments,
and
(f) such other information as may be required for the
administration of the Plan.
Each Active Participant electing to transfer amounts from the
Interest-Bearing Account to the Deferred Compensation Units Account in
accordance with the provisions of section 4.2(d) shall effect such election by
submitting an Investment Change Form in the form attached hereto as Exhibit B.
Each Active Participant electing to defer Compensation under Article
III for a Plan Year shall also select, or have selected, a Beneficiary or
Beneficiaries to receive Benefits upon the death of such Active Participant
under Section 5.3 (a Participant may designate or redesignate a Beneficiary or
Beneficiaries at any time by submitting a Beneficiary Designation Form in the
form attached hereto as Exhibit C).
ARTICLE III
PARTICIPANT DEFERRALS
SECTION 3.1 - DEFERRAL OF COMPENSATION
(a) Each Active Participant who has agreed to elect to defer Base
Compensation and/or Bonus may elect, in accordance with the rules of the Plan,
to defer for a Payday during such Plan Year an amount equal to any whole number
dollar amount or percentage of his or her Base Compensation and/or Bonus for
such Payday to the extent the aggregate Base Compensation and Bonus before
deferral shall exceed the maximum annual compensation that can be taken into
account for qualified retirement plan purposes under Code Section 401(a)(17)
(the "401(a)(17) Cap") and only such excess over the 401(a)(17) Cap may be
deferred pursuant to the Plan.
(b) Subject to Section 3.2(b), such Compensation deferral
election shall be made on the form described in Section 2.3 and attached hereto
as Exhibit A and shall be delivered to the Administrator not later than the last
day of the Plan Year preceding the Plan Year in which the Compensation is earned
or, in the case of a Non-Officer President hired after
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the first day of the Plan Year who qualifies as an Active Participant pursuant
to Section 2.1(a), up to 30 days after the hiring date for services performed
after such election date and, in each case, shall remain in effect until the
last day of such Plan Year.
SECTION 3.2 - DISCONTINUANCE OF DEFERRAL AND HARDSHIP WITHDRAWALS
(a) Except as provided in Sections 3.2(b) and 3.2(c), an Active
Participant may not reduce or discontinue his or her Compensation deferral
election made pursuant to Section 3.1(a) for any Plan Year.
(b) An Active Participant may reduce or discontinue his or her
Compensation deferral election made pursuant to Section 3.1(a) during a Plan
Year on account of his or her Unforeseeable Emergency, subject to the following
requirements:
(i) the Active Participant's reduction or discontinuance
shall not exceed the amount which is necessary to satisfy the
Unforeseeable Emergency, less the amount which can be satisfied from
other resources which are reasonably available to the Active
Participant, and
(ii) the reduction or discontinuance shall apply only to the
portion of such Active Participant's Compensation for such Plan Year
that is payable with respect to Paydays occurring after such reduction
or discontinuance.
(c) A Participant may make a withdrawal in cash from his or her
Accounts on account of his or her Unforeseeable Emergency, provided that the
Participant's withdrawal shall not exceed the amount which is necessary to
satisfy the Unforeseeable Emergency, less the amount which can be satisfied from
other resources which are reasonably available to the Participant and the amount
from a discontinuance of such Participant's Compensation deferral election, if
any, for the Plan Year in question under Section 3.2(b). A Participant's
withdrawal shall be paid in one lump sum to the Participant not later than 60
days after the approval by the Administrator of such Participant's withdrawal
request. The Administrator shall determine in its sole discretion whether the
Active Participant has complied with Sections 3.2(b) and 3.2(c).
An Active Participant may request a reduction or discontinuance of his or her
Compensation deferral election under Section 3.2(b) or a withdrawal under
Section 3.2(c) in writing as specified by the Administrator in accordance with
the rules of the plan.
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ARTICLE IV
THE ACCOUNTS
SECTION 4.1 - DEFERRED AMOUNTS
The Company shall establish on its books the necessary accounts
and subaccounts to accurately reflect the Company's liability to each
Non-Officer President who has deferred Compensation under the Plan. In that
regard, for each Payday during a Plan Year, the Company shall credit the
appropriate Accounts by the Deferred Amounts with respect to such Payday. The
Company shall maintain separate subaccounts for each annual Compensation
deferral election in order to accurately calculate the Benefits distributable
pursuant to the Plan.
SECTION 4.2 - INVESTMENT OF DEFERRED AMOUNTS
(a) Compensation which a Participant has elected to defer into
the Interest-Bearing Account shall be credited to the Interest-Bearing Account
on the same date that it would otherwise be payable to such Participant (the
"Deferral Date"). Deferred Amounts carried in the Interest-Bearing Account
shall earn interest from the Deferral Date to the date of payment. The Deferred
Amount allocated to the Interest-Bearing Account shall be adjusted no less often
than quarterly to reflect hypothetical earnings for the quarter equal to the
U.S. Government Securities Treasury Constant Maturities with 10 year maturities
as of the December 1 of the calendar year preceding the quarter for which the
earnings are credited plus 200 basis points, compounded quarterly. Such
adjustments shall be made until no amounts remain in the Participant's
Interest-Bearing Account.
(b) A Participant who has elected to defer Compensation into the
Deferred Compensation Units Account shall have the amount of such Compensation
credited to the Deferred Compensation Units Account on the Deferral Date;
provided, however, that to the extent the aggregate Deferred Compensation Units
computed under the Plan as a result of deferrals of Compensation into the
Deferred Compensation Units Account by all Participants would exceed the maximum
number of shares of Common Stock permitted under the Plan, the dollar amount
corresponding to such excess shall be credited to the Interest-Bearing Account.
Such Deferred Amount shall be converted into a number of Deferred Compensation
Units on the Deferral Date by dividing the Deferred Amount by the Fair Market
Value of the Common Stock on such date. If Deferred Compensation Units are
credited to a Participant's Deferred Compensation Units Account as of a dividend
record date for the Common Stock, Dividend Equivalents shall be credited to the
Participant's Deferred Compensation Units Account on the dividend payment date
and shall be converted into the number of Deferred Compensation Units which
could be purchased with the amount of Dividend Equivalents so credited
determined as of the dividend payment date; provided, however, that to the
extent the aggregate Deferred Compensation Units computed under the Plan as a
result of conversions of Dividend Equivalents into Deferred Compensation Units
by all Participants would exceed the maximum number of
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shares of Common Stock permitted under the Plan, the Dividend Equivalents shall
not be converted into Deferred Compensation Units and the dollar amount
corresponding to such excess Dividend Equivalents will be credited to the
Interest-Bearing Account.
(c) In the event of any change in the Common Stock outstanding,
by reason of any stock split or stock dividend, recapitalization, merger,
consolidation, combination or exchange of stock or similar corporate change, the
Administrator shall make such equitable adjustments, if any, by reason of any
such change, deemed appropriate in the number of Deferred Compensation Units
credited to each Participant's Deferred Compensation Units Account.
Notwithstanding the foregoing, in the event of such stock split or stock
dividend, recapitalization, merger, consolidation, combination or exchange of
stock or similar corporate change, or other adjustment or event which results in
shares of Common Stock being exchanged for or converted into cash, securities or
other property, the Company will have the right to terminate this Plan as of the
date of the exchange or conversion, in which case all Deferred Compensation
Units under this Plan shall become the right to receive such cash, securities or
other property.
(d) Transfers from the Interest-Bearing Account to the Deferred
Compensation Units Account may be made during the period beginning on the fifth
business day following the date of release of the quarterly or annual summary
statement of sales and earnings of the Company and ending on the twelfth
business day following such date, as requested by the Participant in a notice to
the Company. Transfers from the Interest-Bearing Account to the Deferred
Compensation Units Account may be effected by submitting an Investment Change
Form in the form attached hereto as Exhibit B. Provided that a Participant's
Investment Change Form is received by the Company prior to the thirteenth
business day following the date of release of the Company's quarterly or annual
summary statement of sales and earnings, the number of Deferred Compensation
Units to be credited to the Deferred Compensation Units Account as a result of
the transfer contemplated by the Investment Change Form will be based upon the
Fair Market Value of the Common Stock at the close of business on the later of
the fifth business day following the date of such release and the date the
Investment Change Form is received by the Company. If any Participant elects to
engage in any transaction that, but for this Section 4.2(d), would constitute a
"Discretionary Transaction" as defined in Rule 16b-3, the following rule shall
apply: if (i) any election to transfer any amount into the Deferred Compensation
Units Account is made less than six months after an election to transfer or
withdraw any amount from a Common Stock-based account, or (ii) any election to
withdraw any amount from the Deferred Compensation Units Account is made less
than six months after an election to transfer any amount into a Common
Stock-based account, then the later-made election to transfer or withdraw shall
be deemed not to have occurred for any purpose under this Plan, and the account
of any such Participant shall reflect all balances and accruals as if such
transaction had not occurred. The Company is authorized to make any such
adjustments to a Participant's account balances as may be necessary to give
effect to the foregoing. No transfer shall be made from the Deferred
Compensation Units Accounts to the Interest-Bearing Account. Any such transfer
that does not satisfy such requirements shall be given no force or effect, and
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shall be void ab initio. Prior to requesting any transfer from the
Interest-Bearing Account to the Deferred Compensation Units Account, a
Participant should contact the compliance officer designated by the Company.
SECTION 4.3 - ASSIGNMENTS PROHIBITED
No part of the Accounts of a Participant shall be liable for the
debts, contracts or engagements of such Participant, his or her "Beneficiary" or
"Beneficiaries" or successors in interest, or may be taken in execution by levy,
attachment or garnishment or by any other legal or equitable proceeding, nor
shall any such person have any rights to alienate, anticipate, commute, pledge,
encumber or assign any benefits or payments hereunder in any manner whatsoever
except to designate a "Beneficiary" or "Beneficiaries" as provided in the
Beneficiary Designation Form attached hereto as Exhibit C.
SECTION 4.4 - VESTING OF ACCOUNTS
Subject to Section 8.3, each Participant's interest in his or her
Accounts shall be nonforfeitable at all times.
SECTION 4.5 - SHARES SUBJECT TO PLAN
The shares of stock subject to Deferred Compensation Units shall
be shares of the Company's Common Stock. The aggregate number of such shares
which may be distributed pursuant to Deferred Compensation Units under the Plan
shall not exceed 200,000 shares.
ARTICLE V
DISTRIBUTION OF BENEFITS
SECTION 5.1 - DISTRIBUTIONS PRIOR TO TERMINATION OF EMPLOYMENT
Subject to Sections 5.4 and 5.7, a Participant who has elected to
receive, or commence distribution of, all or a portion of such Participant's
Accounts on such Participant's Distribution Date and who has not had a
Termination of Employment before such Distribution Date shall receive cash in
the amount credited to the appropriate subaccount in the Interest-Bearing
Account as of such Distribution Date and/or shares of Common Stock equal to the
number of Deferred Compensation Units (rounded down to the nearest whole unit)
in the appropriate subaccount in the Deferred Compensation Units Account, in one
of the following methods, as elected by the Participant pursuant to Article II:
(i) distribution of such amount in one lump sum, or
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(ii) payment of such cash or the distribution of shares of Common
Stock in five annual installments as is designated by such Participant pursuant
to Article II;
provided, however, that if such Participant fails to make an election with
respect to the method of distribution pursuant to Article II, his or her
Benefits shall be distributed in one lump sum.
SECTION 5.2 - DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT
Subject to Sections 5.3 and 5.7, upon the Termination of
Employment of a Participant for any reason other than death, the amount credited
to his or her Accounts shall be distributed to such Participant in one lump sum
in cash and/or Common Stock no later than the date which is 60 days after such
Participant's Termination of Employment.
SECTION 5.3 - DISTRIBUTIONS UPON DEATH
(a) Subject to Section 5.7, upon the death of a Participant, the
amount credited to his or her Accounts shall be distributed in one lump sum in
cash and/or Common Stock, to such Participant's "Beneficiary" or "Beneficiaries"
as set forth in the Beneficiary Designation Form attached hereto as Exhibit C.
(b) Such distribution shall be made as soon as practicable
following the death of the Participant.
SECTION 5.4 - DISTRIBUTIONS UPON RETIREMENT
Subject to Section 5.7, upon the Retirement of a Participant, the
amount credited to such Participant's Accounts shall be distributed in cash
and/or Common Stock either (a) in one lump sum on the January 1 following the
date of such Participant's Retirement or (b) in five annual installments
beginning on the January 1 following the date of such Participant's Retirement,
as set forth in the deferral election form.
SECTION 5.5 - DISTRIBUTIONS UPON CONTROL EVENT
(a) Upon a Control Event, the amount credited to a Participant's
Accounts shall be distributed in one lump sum in cash and/or Common Stock.
(b) Such distribution shall be made not later than the closing
date for the Control Event.
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SECTION 5.6 - CASHLESS PROCEDURE
The number of shares of Common Stock equal to the number of
Deferred Compensation Units (rounded down to the nearest whole unit) to be
distributed to a Participant pursuant to this Article V may be distributed
pursuant to a "cashless procedure" satisfactory to the Committee which permits
the Participant to deliver a notice to a broker-dealer designated by the
Company, who then sells the shares to be distributed and delivers the proceeds
of the sale, less a commission, to the Company, which delivers such proceeds,
less withholding taxes, to the Participant.
SECTION 5.7 - TAX WITHHOLDING
The Company shall be entitled to require payment in cash or
deduction from other compensation payable to each Participant of any sums
required by federal, state or local tax law to be withheld with respect to the
deferral of Compensation or the payment or distribution of Benefits hereunder.
The Administrator may in its discretion (based, in part, on Rule 16b-3) and in
satisfaction of the foregoing requirement allow such Participant to elect to
have the Company withhold shares of Common Stock (or allow the return of shares
of Common Stock) having a Fair Market Value equal to the sums required to be
withheld.
ARTICLE VI
MAKE-UP PROVISION
The Administrator may, in its sole discretion, make up for
benefits of a Participant lost due to participation in the Plan.
ARTICLE VII
ADMINISTRATIVE PROVISIONS
SECTION 7.1 - DUTIES AND POWERS OF THE ADMINISTRATOR
(a) The Administrator shall administer the Plan in accordance
with the Plan and ERISA and shall have full discretionary power and authority:
(i) to engage actuaries, attorneys, accountants, appraisers,
brokers, consultants, administrators or other firms or persons and
(with its delegates) to rely upon the reports, advice, opinions or
valuations of any such persons except as required by law;
(ii) to adopt rules of the plan that are not inconsistent
with the Plan or applicable law and to amend or revoke any such Rules;
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(iii) to construe the Plan and the rules of the plan;
(iv) to determine questions of eligibility of Participants;
(v) to determine entitlement to a Benefit and to
distributions to Participants, "Beneficiaries," and all other persons;
(vi) to make findings of fact as necessary to make any
determinations and decisions in the exercise of such discretionary
power and authority; and
(vii) to appoint claims and review officials to conduct
claims procedures as provided in Section 7.9.
(b) Every finding, decision, and determination made by the
Administrator (or its delegate) shall, to the full extent permitted by law, be
final and binding upon all parties, except to the extent found by a court of
competent jurisdiction to constitute an abuse of discretion.
SECTION 7.2 - LIMITATIONS UPON POWERS OF THE ADMINISTRATOR
The Plan shall be uniformly and consistently interpreted and
applied with regard to all Participants in similar circumstances. The Plan
shall be administered, interpreted and applied fairly and equitably and in
accordance with the specified purposes of the Plan.
SECTION 7.3 - COMPENSATION AND INDEMNIFICATION OF
ADMINISTRATOR; EXPENSES OF ADMINISTRATION
(a) The Company shall pay or reimburse the Administrator for all
expenses (including reasonable attorneys' fees) properly incurred by it in the
administration of the Plan.
(b) The Company shall indemnify and hold each Committee member
harmless from all claims, liabilities and costs (including reasonable attorneys'
fees) arising out of the good faith performance of his or her functions
hereunder.
(c) The Company may obtain and provide for any Committee member,
at the expense of the Company, liability insurance against liabilities imposed
on him or her by law.
(d) Legal fees and other expenses incurred in the preparation and
amendment of documents shall be paid by the Company.
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SECTION 7.4 - EFFECT OF ADMINISTRATOR ACTION
Except as provided in Section 7.3, all actions taken and all
determinations made by the Administrator (or its delegate) in good faith shall
be final and binding upon all Participants, their "Beneficiaries" and any other
person.
SECTION 7.5 - RECORDKEEPING
(a) Unless otherwise determined by the Administrator, all records
with respect to the Plan and all Participants' accounts thereunder shall be
maintained by the Company, and all payments to be made pursuant to the Plan
(including issuances of Common Stock in respect of Deferred Compensation Units,
payments of Benefits, and payments of fees and expenses of administration) shall
be made by the Company without further action by the Administrator. The
Administrator shall prepare and maintain, or cause to be prepared and
maintained, suitable records as follows:
(i) a timely reporting and disclosure exemption filing with
the Department of Labor under DOL Reg. Section 2520.104-23,
(ii) records of each Participant's Deferral Dates, Deferred
Amounts and Accounts (and associated subaccounts), and
(iii) records of the Administrator's deliberations and
decisions.
(b) On behalf of the Administrator, the Company shall appoint a
secretary, and at its discretion, an assistant secretary, to keep the record of
the Administrator's proceedings, to transmit the Administrator's decisions,
instructions, consents or directions to any interested party, to execute and
file, on behalf of the Administrator, such documents, reports or other matters
as may be necessary or appropriate under ERISA and to perform ministerial acts.
SECTION 7.6 - STATEMENT TO PARTICIPANTS
Within 60 days after the last day of each calendar quarter of the
Plan Year, the Company, on behalf of the Administrator, shall furnish to each
Participant a statement setting forth the value of his or her Accounts and such
other information as the Administrator shall deem advisable to furnish.
SECTION 7.7 - INSPECTION OF RECORDS
Copies of the Plan and the records of a Participants's Accounts
(and associated subaccounts) shall be open to inspection by such Participant or
such Participant's duly authorized representatives at the office of the
Administrator at any reasonable business hour.
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SECTION 7.8 - IDENTIFICATION OF FIDUCIARIES
(a) The Administrator shall be the named fiduciary of the Plan
and, as permitted or required by law, shall have exclusive authority and
discretion to operate and administer the Plan.
(b) The named fiduciary, the Board, the Company, and every person
who exercises any discretionary authority or discretionary control respecting
the Plan or who has any discretionary authority or discretionary responsibility
in the administration of the Plan, including any person designated by the named
fiduciary to carry out fiduciary responsibilities under the Plan, shall be a
fiduciary and as such shall be subject to provisions of ERISA and other
applicable laws governing fiduciaries.
SECTION 7.9 - CLAIMS PROCEDURE
(a) A claim by a Participant, "Beneficiary" or any other person
shall be presented to the claims official appointed by the Administrator (or its
delegate) in writing within the maximum time permitted by law or under the
regulations of the Secretary of Labor or his or her delegate pertaining to
claims procedures.
(b) The claims official shall, within a reasonable time, consider
the claim and shall issue his or her determination thereon in writing.
(c) If the claim is granted, the appropriate distribution or
payment shall be made by the Company.
(d) If the claim is wholly or partially denied, the claims
official shall, within 90 days (or such longer period as may be reasonable
necessary), provide the claimant with written notice of such denial, setting
forth, in a manner calculated to be understood by the claimant
(i) the specific reason or reasons for such denial;
(ii) specific reference to pertinent Plan provisions on
which the denial is based;
(iii) a description of any additional material or
information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary; and
(vi) an explanation of the Plan's claims review procedure.
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(e) The Administrator (or its delegate) shall provide each
claimant with a reasonable opportunity to appeal the claim official's denial of
a claim to a review official (appointed by the Administrator (or its delegate)
in writing) for a full and fair review. The claimant or his or her duly
authorized representative
(i) may request a review upon written application to the
review official (which shall be filed with it),
(ii) may review pertinent documents, and
(iii) may submit issues and comments in writing.
(f) The review official may establish such time limits within
which a claimant may request review of a denied claim as are reasonable in
relation to the nature of the benefit which is the subject of the claim and to
other attendant circumstances but which, in no event, shall be less than 60 days
after receipt by the claimant of written notice of denial of his or her claim.
(g) The decision by the review official upon review of a claim
shall be made not later than 60 days after his or her receipt of the request for
review, unless special circumstances require an extension of time for
processing, in which case a decision shall be rendered as soon as possible, but
not later than 120 days after receipt of such request for review.
(h) The decision on review shall be in writing and shall include
specific reasons for the decision written in a manner calculated to be under
stood by the claimant with specific references to the pertinent Plan provisions
on which the decision is based.
(i) In considering claims under this claims procedure, the claims
official and the review official shall have fiduciary and discretionary
authority to make findings of fact and to construe the terms of the Plan and, to
the full extent permitted by law, the determination of the claims official (if
no review is properly requested or the decision of the review official on
review, if review has been properly requested) shall be final and binding on all
parties unless held by a court of competent jurisdiction to constitute an abuse
of discretion.
SECTION 7.10 - CONFLICTING CLAIMS
If the Administrator is confronted with conflicting claims
concerning a participant's Accounts, the Administrator may interplead the
claimants in an action at law, or in an arbitration conducted in accordance with
the rules of the American Arbitration Associates, as the Administrator shall
elect in its sole discretion, and in either case, the attorneys' fees, expenses
and costs reasonably incurred by the Administrator in such proceeding shall be
paid from the Participant's Accounts.
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SECTION 7.11 - SERVICE OF PROCESS
The Secretary of the Company is hereby designated as agent of the
Plan for the service of legal process.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
SECTION 8.1 - TERMINATION OF THE PLAN
(a) While the Plan is intended as a permanent program, the Board
and the Committee shall each have the right at any time to declare the Plan
terminated completely as to the Company or as to any division, facility or other
operational unit thereof; provided, however, that no amendment shall decrease
the amount of Benefits any Participant or any other person entitled to payment
under the Plan has in his or her Accounts.
(b) Discharge or layoff of Participants thereof without such a
declaration shall not result in a termination of the Plan.
(c) In the event of any termination, the Administrator shall
continue to maintain Participants' Accounts and payments of such Accounts shall
be made in accordance with the Plan or as otherwise provided by the
Administrator.
SECTION 8.2 - LIMITATION ON RIGHTS OF EMPLOYEES
The Plan is strictly a voluntary undertaking on the part of the
Company and shall not constitute a contract between a Company and any
Non-Officer President with respect to, or consideration for, or an inducement or
condition of, the employment of a Non-Officer President. Nothing contained in
the Plan shall give any Non-Officer President the right to be retained in the
service of a Company or to interfere with or restrict the rights of the Company,
which are hereby expressly reserved, to discharge or retire any Non-Officer
President, except as provided by law, at any time without notice and with or
without cause. Inclusion under the Plan will not give any Non-Officer President
any right or claim to any benefit hereunder except to the extent such right has
specifically become fixed under the terms of the Plan. The doctrine of
substantial performance shall have no application to Non-Officer Presidents,
Participants, "Beneficiaries" or any other persons entitled to payments under
the Plan. Each condition and provision, including numerical items, has been
carefully considered and constitutes the minimum limit on performance which will
give rise to the applicable right.
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SECTION 8.3 - UNFUNDED OBLIGATIONS OF THE COMPANY
The obligations of the Company under the Plan shall be unfunded
and unsecured, and nothing contained herein shall be construed as providing for
assets or Common Stock to be held in trust or escrow or any other form of
segregation of the assets or Common Stock of the Company for the benefit of any
Participant or any other person or persons to whom benefits are to be paid
pursuant to the terms of the Plan. The interest of any Participant or any other
person hereunder shall be limited to the right to receive the Benefits as set
forth herein. To the extent that a Participant or any other person acquires a
right to receive Benefits under the Plan, such rights shall be no greater than
the right of an unsecured general creditor of the Company that would otherwise
be obligated to the Non-Officer President who deferred Compensation.
SECTION 8.4 - ERRORS AND MISSTATEMENTS
In the event of any misstatement or omission of fact by a
Participant to the Administrator or any clerical error resulting in payment of
Benefits in an incorrect amount, the Administrator shall promptly cause the
amount of future payments to be corrected upon discovery of the facts and the
Company, as the case may be, shall (i) pay the Participant or any other person
entitled to payment under the Plan any underpayment in cash in a lump sum, (ii)
recoup any overpayment from future payments to the Participant or any other
person entitled to payment under the Plan in such amounts as the Administrator
shall direct or (iii) proceed against the Participant or any other person
entitled to payment under the Plan for recovery of any such overpayment.
SECTION 8.5 - PAYMENT ON BEHALF OF MINOR, ETC.
In the event any amount becomes payable under the Plan to a minor
or a person who, in the sole judgment of the Administrator is considered by
reason of physical or mental condition to be unable to give a valid receipt
therefor, the Administrator may direct that such payment be made to any person
found by the Administrator in its sole judgment, to have assumed the care of
such minor or other person. Any payment made pursuant to such determination
shall constitute a full release and discharge of the Company the Board, the
Administrator, the Committee and their officers, directors and employees.
SECTION 8.6 - AMENDMENT OF PLAN
As limited by any applicable law, the Plan may be wholly or
partially amended by the Board or the Committee from time to time including
retroactive amendments necessary to conform to the provisions and requirement of
ERISA or the Code or regulations pursuant thereto; provided, however, that no
amendment shall decrease the amount of interest or Deferred Compensation Units
any Participant or any other person entitled to payment under the Plan has in
the Participant's Accounts.
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SECTION 8.7 - GOVERNING LAW
This Plan shall be construed, administered and governed in all
respects under applicable federal laws and, where state law is applicable, the
laws of the State of Illinois.
SECTION 8.8 - PRONOUNS AND PLURALITY
The masculine pronoun shall include the feminine pronoun, and the
singular the plural where the context so indicates.
SECTION 8.9 - TITLES
Titles are provided herein for convenience only and are not to
serve as a basis for interpretations or construction of the Plan.
SECTION 8.10 - REFERENCES
Unless the context clearly indicates to the contrary, a reference
to a statute, regulation or document shall be construed as referring to any
subsequently enacted, adopted or executed statute, regulation or document.
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* * * *
I hereby certify that the foregoing Plan was duly approved by the
Board of Directors of IDEX Corporation effective September 24, 1996.
Executed on this 12th day of December, 1996.
/s/ Wayne P. Sayatovic
Secretary
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EXHIBIT A
IDEX CORPORATION
1996 DEFERRED COMPENSATION PLAN FOR NON-OFFICER PRESIDENTS
DEFERRAL ELECTION FORM
I,_______________________ , hereby irrevocably elect to defer receipt
of a portion of my Compensation earned for _________________________ (the "Plan
Year"), according to the terms and provisions of the IDEX Corporation 1996
Deferred Compensation Plan for Non-Officer Presidents (the "Plan"), and in the
manner and amount set forth below. I, along with my successors in interest and
assigns and all persons claiming under me, hereby consent to be bound, to the
extent authorized by law, by the statements contained herein and by the
provisions of the Plan as they now exist, and as they may be amended from time
to time.
I understand that, subject to the terms and provisions of the Plan and
the rules of the Plan, I am entitled to defer up to one hundred percent (100%)
of my total compensation in excess of the maximum annual compensation that can
be taken into account for qualified retirement plan purposes under Code Section
401(a)(17) (for the 1997 Plan Year, $160,000) for the Plan Year, subject to a
$10,000 minimum deferral per account.
1. DEFERRAL ELECTION
(a) BASE COMPENSATION DEFERRAL: I hereby irrevocably elect to
ratably defer receipt of my Base Compensation for the Plan
Year as follows:
_____% or $______________ of my Base Compensation
(b) BONUS DEFERRAL: I hereby irrevocably elect to defer the
receipt of my Bonus for services performed in the Plan Year,
which would otherwise be payable to me in January following
the Plan Year, as follows:
_____% or $______________ of my Bonus
2. INVESTMENT ELECTION
I hereby elect to have the amount of my Compensation deferred
under the Plan for the Plan Year credited as follows: (select a
percentage and/or dollar amount)
(a) _____% or $______________ Interest-Bearing Account; and/or
(b) _____% or $______________ Deferred Compensation Units
Account.
3. LENGTH OF DEFERRAL PERIOD (5 years, 10 years or upon Retirement)
Payments of Compensation deferred under the Plan for the Plan
Year shall commence on the January 1 following: (check one)
(a) __________ my Retirement;
(b) __________ five years after the Plan Year for which
Compensation is deferred; or
(c) __________ ten years after the Plan Year for which
Compensation is deferred.
I understand that in the event that my employment with IDEX
Corporation (the "Company") terminates for any reason other
than Retirement or death (including, but not limited to,
resignation or discharge), the Compensation deferred under
the Plan shall be accelerated and I shall receive such
payment in one lump sum no later than the date which is 60
days after the termination of employment.
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I further understand that upon my Retirement, I shall
receive payment of the Compensation deferred under the Plan,
or the distribution of such payment shall commence, as
elected in 4 below, on (or beginning on, if installments are
elected) the January 1 following my Retirement. Retirement
shall mean termination of employment with the Company upon
reaching retirement age, or earlier, at my election, in
accordance with the Company's policy on retirement.
I further understand that in the event of my death, payment
of the entire balance of Compensation deferred under the
Plan shall be made to my designated "Beneficiary" or
"Beneficiaries" as soon as practicable following my death.
4. FORM OF PAYMENT OF DEFERRED AMOUNTS
Payment of Compensation deferred under the Plan for the Plan Year
shall be made on the January 1 following the end of the deferral period as
follows: (check form of payment selected)
(a) __________ In a single lump sum distribution; or
(b) __________ In five annual installments.
I understand that amounts deferred pursuant to this election
shall be reflected in unfunded accounts established for me by the
Company. Payment of the Company's obligation will be from
general funds and no special assets or Common Stock will have
been or will be set aside as security for this obligation. My
rights and interests under the Plan, including amounts payable,
may not be assigned, pledged, or transferred other than to my
designated "Beneficiary" or "Beneficiaries" upon death.
The Plan is incorporated into and made a part of this Deferral
Election Form as though set forth in full herein.
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By executing this Deferral Election Form, I acknowledge receipt of a copy of the
Plan, and I confirm my understanding and acceptance of all the terms and
provisions of the Plan.
______________________________ _________________________
Name Social Security Number
______________________________ _________________________
Signature Date
Received by the Administrator
______________________________
Name
______________________________ _________________________
Signature Date
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EXHIBIT B
IDEX CORPORATION
1996 DEFERRED COMPENSATION PLAN FOR NON-OFFICER PRESIDENTS
INVESTMENT CHANGE FORM
**********
INVESTMENT CHANGE
I hereby elect to change the vehicle used for the investment of
Compensation deferred under the Plan from Interest-Bearing Account to
Deferred Compensation Units Account for the following Plan Year(s): .
Provided that this form is received by IDEX Corporation (the
"Company") prior to the thirteenth business day following the date of release of
the Company's quarterly or annual summary statement of sales and earnings, as
specified in Section 4.2(d) of the Plan, the number of Deferred Compensation
Units to be credited to the Deferred Compensation Units Account as a result of
the transfer contemplated by this investment change election will be based upon
the Fair Market Value of the Common Stock at the close of business on the later
of the fifth business day following the date of such release and the date this
investment change form is received by the Company.
**********
_________________________ _________________________
Name Social Security Number
_________________________ _________________________
Signature Date
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EXHIBIT C
IDEX CORPORATION
DEFERRED COMPENSATION PLAN FOR NON-OFFICER PRESIDENTS
BENEFICIARY DESIGNATION FORM
Name __________________________________________ [ ] Original
Social Security Number _________________________ [ ] Change
Instructions: This form is used to designate a beneficiary under the IDEX
Corporation Deferred Compensation Plan for Non-Officer Presidents. The
percentages indicated must total 100%. If you desire, you may indicate a
primary beneficiary(ies) and a contingent beneficiary(ies) (the person who will
receive the benefit if your primary beneficiary does not survive you).
I hereby direct that any benefits which may become payable under
the IDEX Corporation Deferred Compensation Plan for Non-Officer
Presidents on my death be paid as I have indicated below:
Name of Beneficiary* Relationship Address Percentage
_______________________ ___________ ___________________ _______
_______________________ ___________ ___________________ _______
_______________________ ___________ ___________________ _______
_______________________ ___________ ___________________ _______
* See reverse side for alternative designations
I understand that if I do not complete this form or if my beneficiary does not
survive me, the benefits will be paid to my estate.
SIGN HERE:
_____________________________ _____________________
Signature Date
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OTHER TYPES OF BENEFICIARY DESIGNATIONS
TYPE OF BENEFICIARY LANGUAGE TO BE USED
1. One Beneficiary and Dorothy Smith, Wife, if she survives
per stirpes provision me; otherwise, the issue of my
for unnamed children marriage to said Wife who survives me,
and their children. per stirpes. (This provides that
Children shall take equally but that
Children of a deceased Child shall
take equally the share their parent
would have received if living.)
2. One Beneficiary and Dorothy Smith, Wife, if she survives
Unnamed Children. me; otherwise in equal shares to such
of the Children born of my marriage to
said Wife as survive me.
3. Two Beneficiaries in Three-eighths (3/8) to Peter Smith,
Unequal Portions. Father, and five-eights (5/8) to Joan
Smith, Mother, if both survive me;
otherwise all to such one of them as
survive me.
4. Trustee (see note (Name and Complete Address) Trustee,
below) under a trust agreement with me dated
, or to the successor
in said Trust.
5. Common Disaster Dorothy Smith, if living on the tenth
(10) day after my death; otherwise, in
equal shares to such of the Children
born of my marriage to said Wife as
survive me.
6. Participant's Estate Executor or Administrator of my Estate.
NOTE: Enter the address for each beneficiary.
If a beneficiary is a married women, her given name must be used; for
example: "Mary A. Doe" and not "Mrs. John C. Doe".
If a beneficiary is not related to the participant, use the term "no
relation".
Under No. 1 through No. 3, the phrase "otherwise the executor or
administrator of my estate" may be added to the designation if desired
by the participant.
No. 4 should not be used unless there is an executed Trust Agreement in
existence.
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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
A-3
25
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
B-1
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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
C-1
27
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.
C-2
1
EXHIBIT 5
[LATHAM & WATKINS LETTERHEAD]
December 23, 1996
IDEX Corporation
630 Dundee Road, Suite 400
Northbrook, Illinois 60062
Re: Registration Statement on Form S-8 for 1996 Stock Plan for
Officers of IDEX Corporation, 1996 Stock Option Plan for
Non-Officer Key Employees of IDEX Corporation, Amended and
Restated IDEX Corporation Directors Deferred Compensation Plan,
IDEX Corporation Deferred Compensation Plan for Non-Officer
Presidents and IDEX Corporation Deferred Compensation Plan for
Officers
Ladies and Gentlemen:
We have acted as your special counsel in connection with the
above-captioned Registration Statement (the "Registration Statement") with
respect to the offer and sale of up to 1,400,000 shares of Common Stock of IDEX
Corporation, par value $.01 per share (the "Stock") and $24,903,125 in deferred
compensation obligations ("Obligations"), pursuant to the 1996 Stock Plan for
Officers of IDEX Corporation, 1996 Stock Option Plan for Non-Officer Key
Employees of IDEX Corporation, Amended and Restated IDEX Corporation Directors
Deferred Compensation Plan, IDEX Corporation Deferred Compensation Plan for
Non-Officer Presidents and IDEX Corporation Deferred Compensation Plan for
Officers (the "Plans").
We are familiar with the proceedings taken and proposed to be taken by
you in connection with the authorization, issuance and sale of the Stock and
the authorization of the Obligations, and for the purposes of this opinion,
have assumed such proceedings will be timely completed in the manner presently
proposed. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies
2
IDEX Corporation
December 23, 1996
Page 2
certified or otherwise identified to our satisfaction, of such documents,
corporate records and instruments as we have deemed necessary or appropriate
for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the federal laws of the United States, the internal laws of the State of
Illinois and the General Corporation Law of the State of Delaware, and we
express no opinion with respect to the applicability thereto, or the effect
thereon, of any other laws.
Based on the foregoing, it is our opinion that the Stock, when issued
or sold in accordance with the terms of the Plans, will be duly authorized,
validly issued, fully paid and nonassessable and that the Obligations, when
arising under the Plans in accordance with their respective terms, will be duly
authorized, legally valid and binding obligations of the Company, except as may
be limited by the effect of bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to or affecting the
rights or remedies of creditors; and the effect of general principles of equity
including without limitation concepts of materiality, reasonableness, good
faith and fair dealing and the possible unavailability of specific performance
or injunctive relief regardless of whether considered in a proceeding in equity
or at law.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
1
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
IDEX Corporation on Form S-8 of our reports dated January 16, 1996, appearing
in and incorporated by reference in the Annual Report on Form 10-K of IDEX
Corporation for the year ended December 31, 1995.
/s/ Deloitte & Touche, LLP
DELOITTE & TOUCHE, LLP
Chicago, Illinois
December 19, 1996
