What is the purpose of the Restricted Stock Plan for Non-Management Directors?

The plan is designed to align the interests of non-management directors with those of the company's shareholders by providing them with restricted company stock as part of their compensation. This encourages a focus on long-term value creation and performance.

When do the restrictions on the awarded shares lapse?

Restrictions on the shares generally lapse at the end of a director's tenure on the Board if their departure is due to death, disability, normal retirement, or a change of control of the Company. The Corporate Governance/Nominating and Public Policy Committee also has discretion to lapse restrictions if a director has not acted detrimentally to the company.

What is the maximum number of shares that can be granted under this plan?

The maximum number of Emerson Electric Co. common shares that can be granted under the plan is 250,000, subject to adjustments for stock dividends, splits, or other corporate reorganizations.

EMR 8-K: Material Agreements

Q: How much of a non-management director's retainer will be in restricted stock for fiscal year 2005?

For fiscal year 2005, the Corporate Governance/Nominating and Public Policy Committee has determined that $75,000 of each non-management director's annual retainer will be paid in the form of restricted stock under the new plan.

Summary

Emerson Electric Co. (EMR) announced that its shareholders approved the Emerson Electric Co. Restricted Stock Plan for Non-Management Directors on February 1, 2005. This plan allows the company to pay a portion of its non-management directors' annual retainer in restricted stock, aligning director compensation with shareholder interests. The Corporate Governance/Nominating and Public Policy Committee has determined that $75,000 of each non-management director's fiscal year 2005 retainer will be paid in this restricted stock form.

Key Highlights

1Shareholder approval of the Restricted Stock Plan for Non-Management Directors on February 1, 2005.
2Allows non-management directors to receive a portion of their retainer in restricted company stock.
3Aims to align director compensation with shareholder value and long-term company performance.
4Restricted shares cannot be sold or transferred by participants until certain conditions are met.
5Restrictions lapse upon death, disability, normal retirement, or change of control, or at the Committee's discretion for satisfactory service.
6Maximum of 250,000 shares of common stock can be granted under the plan.
7For fiscal year 2005, $75,000 of each non-management director's retainer will be paid in restricted stock.

EMERSON ELECTRIC CO 8-K Report, Material Agreement (Feb 1, 2005)

Summary

Key Highlights

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