Exhibit 10-G
DONALDSON COMPANY,
INC.
EXCESS PENSION
PLAN
(2008 Restatement)
As Amended and Restated Effective as
of January 1, 2008
DONALDSON
COMPANY, INC.
EXCESS
PENSION PLAN
(2008
Restatement)
TABLE OF CONTENTS
Page
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SECTION 1.
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HISTORY AND PURPOSE
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1
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2.10.
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Compensation Credit
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2.12.
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Deferred Compensation Plan
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2.13.
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Disability, Disabled
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2.19.
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Pension Account Balance
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2.23.
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Termination of Employment
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SECTION 3.
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ELIGIBILITY AND
PARTICIPATION
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4
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3.2.
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Commencement of Participation
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3.3.
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Termination of Participation
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3.4.
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Overriding Exclusion
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SECTION 4.
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CREDITED AMOUNTS
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5
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SECTION 5.
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TIME AND MANNER OF
PAYMENTS
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5
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5.3.
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Changes in Time and Manner of Payment
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5.4.
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Change of Control Distributions
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5.6.
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Beneficiary Designation
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6.1.
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Participant Accounts
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6.2.
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Investment of Accounts
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6.3.
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Charges Against Accounts
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7.2.
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Corporate Obligation
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SECTION 8.
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FORFEITURE OF BENEFITS
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10
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SECTION 9.
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ADMINISTRATION
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10
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9.5.2.
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Claims Review Procedure
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9.7.
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Errors in Computations
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SECTION 10.
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MISCELLANEOUS
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12
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10.1.
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Not an Employment Contract
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10.6.
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Amendment and Termination
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10.7.
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Rules of Interpretation
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DONALDSON
COMPANY, INC.
EXCESS
PENSION PLAN
(2008 Restatement)
SECTION
1
HISTORY AND PURPOSE
1.1.
History . Since 1987, Donaldson Company, Inc. has maintained
an unfunded, nonqualified deferred compensation for a select group
of highly compensated employees, originally known as the
“DONALDSON COMPANY, INC. EXCESS BENEFIT PLAN” and
renamed effective August 31, 1997 as the “DONALDSON COMPANY,
INC. EXCESS PENSION PLAN”. The Plan, in its most current
amended and restated form, is maintained under a document effective
January 1, 2005 (the “Prior Plan Statement”). Effective
as of January 1, 2008, Donaldson Company, Inc. hereby amends
and restates the Plan in the manner hereinafter set forth to adopt
miscellaneous changes necessary in order to comply with final
Treasury regulations issued under section 409A of the
Code.
1.2.
Purpose . The purpose of this Plan is to enable the Company
to replace benefits that will not be paid to a select group of
management or highly compensated employees under the Donaldson
Company, Inc. Salaried Employees’ Pension Plan because of:
(i) the limitation on benefits under section 415 of the Code,
(ii) the compensation limitation under section 401(a)(17) of
the Code, and (iii) the voluntary deferral of compensation under
the nonqualified deferred compensation plan maintained by Donaldson
Company, Inc. known as the Donaldson Company, Inc. Deferred
Compensation and 401(k) Excess Plan and prior nonqualified deferred
compensation arrangements.
SECTION
2
DEFINITIONS
The following words and phrases
shall have the following meanings, unless a different meaning is
plainly required by the context. Any masculine terminology used in
the Plan shall also include the feminine gender and the definition
of any terms in the singular shall also include the
plural.
2.1.
Account — the account established under this
Plan for a Participant pursuant to Section 6.1.
2.2.
Affiliate — a business entity which is under
“common control” with the Company or which is a member
of an “affiliated service group” that includes the
Company, as those terms are defined in section 414(b), (c) and
(m) of the Code. A business entity shall also be treated as an
Affiliate if, and to the extent that, such treatment is required by
regulations under section 414(o) of the Code. In addition to
said required treatment, the Committee may, in its discretion,
designate as
an Affiliate any business entity
which is not such a “common control” or
“affiliated service group” business entity but which is
otherwise affiliated with the Company, subject to such limitations
as the Committee may impose.
2.3.
Beneficiary — any person or entity validly
designated by the Participant in accordance with Section 5 to
receive the benefits, if any, payable from the Participant’s
Account after the Participant’s death. Designated persons or
entities shall not be considered Beneficiaries until the death of
the Participant.
2.4.
Board — the Board of Directors of the
Company.
2.5.
Change of Control — the occurrence of a
“change in the ownership,” “change in effective
control,” and/or a “change in the ownership of a
substantial portion of the assets,” as defined under Treasury
Regulation § 1.409A 3(i)(5), of the Affected Corporation. For
this purpose, the “Affected Corporation” is the
Participant’s employer, or any corporation (including the
Company) in a chain of corporations in which each corporation is a
majority shareholder of another corporation in the chain, ending
with the Participant’s employer. A “majority
shareholder” is a shareholder owning more than 50 percent of
the total fair market value and total voting power of such
corporation.
2.6.
Code — the Internal Revenue Code of 1986,
including applicable regulations for the specified section of the
Code. Any reference in this Plan Statement to a section of the
Code, including the applicable regulation, shall be considered also
to mean and refer to any subsequent amendment or replacement of
that section or regulation.
2.7.
Committee — the Human Resources Committee of the
Board of Directors of the Company.
2.8.
Company — Donaldson Company, Inc. and, except in
determining under Section 2.5 hereof whether or not any Change
of Control has occurred, shall include any successor by merger,
purchase or otherwise.
2.9.
Compensation — the amount of remuneration paid
to an Eligible Employee that was treated as
“Compensation” for the purpose of calculating Pay
Credits.
2.10.
Compensation Credit — any amount credited to an
Eligible Employee in accordance with Section 4.1.
2.11.
Deferral Credit — any amount credited to an
Eligible Employee under Section 4.1, 4.2 or 4.3 of the
Deferred Compensation Plan.
2.12.
Deferred Compensation Plan — the nonqualified
deferred compensation plan known as the “Donaldson Company,
Inc. Deferred Compensation and 401(k) Excess Plan,” as
amended from time to time.
2.13.
Disability, Disabled — a physical or mental
impairment which constitutes total and permanent disability and
during which the Eligible Employee is not receiving any payments of
an
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Early Retirement Pension or a Vested
Benefit under the Pension Plan, and the Eligible Employee
either:
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(a)
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is, by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period
of not less than twelve (12) months, receiving income replacement
benefits for a period of not less than three (3) months under an
accident and health plan covering employees of the Company;
or
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(b)
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is eligible to receive and is
actually receiving (after the applicable waiting period) benefits
under the federal Social Security Act as in effect at the time of
the Disability.
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Notwithstanding the foregoing, the
terms Disability and Disabled shall at all times be interpreted in
a manner so as not to violate section 409A of the Internal Revenue
Code.
2.14.
Effective Date — the amended and restated Plan
document as set forth herein is effective as of January 1,
2008.
2.15.
Eligible Employee — any executive employee of
the Company or its Affiliates who, for the Plan Year at issue,
meets all of the requirements of Section 3.1.
2.16.
ERISA — the Employee Retirement Income Security
Act of 1974, including applicable regulations for the specified
section of ERISA. Any reference in this Plan to a section of ERISA,
including the applicable regulation, shall be considered also to
mean and refer to any subsequent amendment or replacement of that
section or regulation.
2.17.
Participant — an Eligible Employee or a former
Eligible Employee of the Company or its Affiliates who has any
amount credited to his or her Account in this Plan.
2.18.
Pay Credit — a pay-related amount credited to
the Pension Account Balance of a Participant under the Pension
Plan.
2.19.
Pension Account Balance — the
Participant’s “Account Balance” in the Pension
Plan, as defined under by Pension Plan.
2.20.
Pension Plan — the tax-qualified pension plan
known as the “Donaldson Company, Inc. Salaried
Employees’ Pension Plan (1997 Restatement),” as amended
from time to time.
2.21.
Plan — the Donaldson Company, Inc. Excess
Pension Plan as set forth herein, and as the same may be amended
from time to time.
2.22.
Plan Year — the twelve (12) consecutive month
period ending on any July 31.
2.23.
Termination of Employment — the separation from
service (within the meaning of Treas. Regs. § 1.409A-1(h))
with the Company Controlled Group, voluntarily or involuntarily,
for any reason other than Disability or death. Whether a separation
from service has occurred is
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determined under section 409A of the
Code and Treasury Regulation 1.409A-1(h) ( i.e ., whether
the facts and circumstances indicate that the employer and the
employee reasonably anticipated that no further services would be
performed after a certain date or that the level of bona fide
services the employee would perform after such date (whether as an
employee or independent contractor) would permanently decrease to
no more than twenty percent (20%) of the average level of bona fide
services performed (whether as an employee or an independent
contractor) over the immediately preceding thirty-six (36) month
period (or the full period of services to the employer if the
employee has been providing services to the employer less than
thirty-six (36) months)). Separation from service shall not be
deemed to occur while the employee is on military leave, sick leave
or other bona fide leave of absence if the period does not exceed
six (6) months or, if longer, so long as the employee retains a
right to reemployment with any member of the Company Controlled
Group under an applicable statute or by contract. For this purpose,
a leave is bona fide only if, and so long as, there is a reasonable
expectation that the employee will return to perform services for
any member of the Company Controlled Group. Notwithstanding the
foregoing, a twenty-nine (29) month period of absence will be
substituted for such six (6) month period if the leave is due to
any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a
continuous period of no less than six (6) months and that causes
the employee to be unable to perform the duties of his or her
position of employment. For this purpose, the “Company
Controlled Group” is the Participant’s employer and all
persons with whom the employer would be considered a single
employer under Code sections 414(b) and 414(c); provided that, in
applying Code sections 1563(a)(1), (2) and (3) for purposes of
determining a controlled group of corporations under Code section
414(b), the language “at least 50 percent” shall be
used instead of “at least 80 percent” each place it
appears therein, and in applying Treas. Regs. § 1.414(c)-2 for
purposes of determining trades or businesses that are under common
control for purposes of Code section 414(c), “at least 50
percent” shall be used instead of “at least 80
percent” each place it appears therein.
2.24.
Vested — nonforfeitable.
SECTION
3
ELIGIBILITY AND PARTICIPATION
3.1.
Eligibility . Unless the Committee determines otherwise, an
executive employee of the Company or its Affiliates shall be an
Eligible Employee for a Plan Year if:
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(a)
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the employee is entitled to a Pay
Credit for the Plan Year and
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(i)
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the employee’s rate of
Compensation for the Plan Year exceeds the annual compensation
limit then in effect under Code section 401(a)(17),
or
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(ii)
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the employee elects to have a
portion of his or her Compensation credited as a “Deferral
Credit” under the Deferred Compensation Plan, or
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(b)
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the employee has a Termination of
Employment during the Plan Year, and the Pension Plan benefit
payable to the employee at the earliest opportunity following such
Termination of Employment is limited by reason of the limitation on
benefits under Code section 415.
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The Committee may discontinue an
employee’s active participation in the Plan at any time. In
connection with an Eligible Employee’s commencement of
participation in the Plan, the Eligible Employee shall elect the
time and form of payment of such Participant’s Account as
permitted under Section 5, along with such other elections as the
Committee deems necessary or desirable under the Plan. For these
elections to be valid, the election form must be completed and
timely delivered to the Committee and accepted by the Committee
within thirty (30) days after the Participant is first credited
with any amount pursuant to Section 4.
3.2.
Commencement of Participation . An Eligible Employee shall
become a Participant in the Plan when the Eligible Employee is
first credited with any amount pursuant to
Section 4.
3.3.
Termination of Participation . A person shall cease to be a
Participant as soon as all amounts credited to the
Participant’s Account have been paid in full.
3.4.
Overriding Exclusion . Notwithstanding anything apparently
to the contrary in this Plan or in any written communication,
summary, resolution or document or oral communication, no
individual shall be a Participant in this Plan, develop benefits
under this Plan or be entitled to receive benefits under this Plan
(either for the employee or his or her survivors) unless such
individual is a member of a select group of management or highly
compensated employees (as that expression is used in ERISA). If a
court of competent jurisdiction, any representative of the U.S.
Department of Labor or any other governmental, regulatory or
similar body makes any direct or indirect, formal or informal,
determination that an individual is not a member of a select group
of management or highly compensated employees (as that expression
is used in ERISA), such individual shall not be (and shall not have
ever been) a P
