Exhibit 10-D
DONALDSON COMPANY,
INC.
ESOP RESTORATION
PLAN
(2003 Restatement)
As Amended and Restated Effective as
of August 1, 2003
DONALDSON COMPANY,
INC.
ESOP RESTORATION
PLAN
(2003 Restatement)
TABLE OF CONTENTS
Page
|
SECTION 1.
|
ESTABLISHMENT AND PURPOSE
|
1
|
|
|
|
|
|
|
|
1.1.
|
Establishment
|
|
|
|
1.2.
|
Purpose
|
|
|
|
|
|
|
|
SECTION 2.
|
DEFINITIONS
|
1
|
|
|
|
|
|
|
|
2.1.
|
Account
|
|
|
|
2.2.
|
Affiliate
|
|
|
|
2.3.
|
Beneficiary
|
|
|
|
2.4.
|
Board
|
|
|
|
2.5.
|
Change of Control
|
|
|
|
|
2.5.1.
|
Affiliate
|
|
|
|
|
2.5.2.
|
Beneficial Owner
|
|
|
|
|
2.5.3.
|
Exchange Act
|
|
|
|
|
2.5.4.
|
Person
|
|
|
|
2.6.
|
Code
|
|
|
|
2.7.
|
Committee
|
|
|
|
2.8.
|
Company
|
|
|
|
2.9.
|
Disability, Disabled
|
|
|
|
2.10.
|
Effective Date
|
|
|
|
2.11.
|
Eligible Employee
|
|
|
|
2.12.
|
ERISA
|
|
|
|
2.13.
|
ESOP
|
|
|
|
2.14.
|
Participant
|
|
|
|
2.15.
|
Plan
|
|
|
|
2.16.
|
Stock Units
|
|
|
|
2.17.
|
Termination of Employment
|
|
|
|
2.18.
|
Vested
|
|
|
|
|
|
|
|
SECTION 3.
|
PARTICIPATION
|
4
|
|
|
|
|
|
|
|
3.1.
|
Participation
|
|
|
|
3.2.
|
Termination of Participation
|
|
|
|
3.3.
|
Overriding Exclusion
|
|
|
|
|
|
|
-i-
|
SECTION 4.
|
STOCK UNITS
|
5
|
|
|
|
|
|
|
|
4.1.
|
Stock Units
|
|
|
|
4.2.
|
Adjustment
|
|
|
|
4.3.
|
Dividend Units
|
|
|
|
4.4.
|
Vesting
|
|
|
|
|
|
|
|
SECTION 5.
|
TIME AND MANNER OF PAYMENTS
|
6
|
|
|
|
|
|
|
|
5.1.
|
Time of Payment
|
|
|
|
5.2.
|
Manner of Payment
|
|
|
|
5.3.
|
Changes in Time and Manner of Payment
|
|
|
|
5.4.
|
Change in Control Distributions
|
|
|
|
5.5.
|
Acceleration of Payments
|
|
|
|
|
5.5.1.
|
When Available
|
|
|
|
|
5.5.2.
|
Forfeiture
|
|
|
|
5.6.
|
Death Benefit
|
|
|
|
5.7.
|
Beneficiary Designation
|
|
|
|
|
|
|
|
SECTION 6.
|
STOCK UNIT ACCOUNT
|
8
|
|
|
|
|
|
|
|
6.1.
|
Participant Accounts
|
|
|
|
6.2.
|
Charges Against Accounts
|
|
|
|
|
|
|
|
SECTION 7.
|
FUNDING
|
8
|
|
|
|
|
|
|
|
7.1.
|
Funding
|
|
|
|
7.2.
|
Corporate Obligation
|
|
|
|
|
|
|
|
SECTION 8.
|
FORFEITURE OF BENEFITS
|
8
|
|
|
|
|
|
|
SECTION 9.
|
ADMINISTRATION
|
9
|
|
|
|
|
|
|
|
9.1.
|
Authority
|
|
|
|
9.2.
|
Liability
|
|
|
|
9.3.
|
Procedures
|
|
|
|
9.4.
|
Claim for Benefits
|
|
|
|
9.5.
|
Claims Procedure
|
|
|
|
|
9.5.1.
|
Original Claim
|
|
|
|
|
9.5.2.
|
Claims Review Procedure
|
|
|
|
|
9.5.3.
|
General Rules
|
|
|
|
9.6.
|
Payments upon Imposition of Federal or State
Taxes
|
|
|
|
9.7.
|
Legal Fees
|
|
|
|
9.8.
|
Errors in Computations
|
|
|
|
|
|
|
-ii-
|
SECTION 10.
|
MISCELLANEOUS
|
12
|
|
|
|
|
|
|
|
10.1.
|
Not an Employment Contract
|
|
|
|
10.2.
|
Nontransferability
|
|
|
|
10.3.
|
Tax Withholding
|
|
|
|
10.4.
|
Expenses
|
|
|
|
10.5.
|
Governing Law
|
|
|
|
10.6.
|
Amendment and Termination
|
|
|
|
10.7.
|
Rules of Interpretation
|
|
|
|
|
|
|
|
APPENDIX A
|
ESOP RESTORATION PLAN PARTICIPANTS
|
A-1
|
-iii-
DONALDSON COMPANY,
INC.
ESOP RESTORATION
PLAN
(2003 Restatement)
SECTION 1
ESTABLISHMENT AND
PURPOSE
1.1.
Establishment . Effective as of August 1, 1990, Donaldson
Company, Inc. established a nonqualified, unfunded supplemental
deferred compensation plan for a select group of highly compensated
employees known as the “DONALDSON COMPANY, INC. ESOP
RESTORATION PLAN.” Effective as of August 1, 2003, the Plan
document is amended and restated to be as set forth
herein.
1.2.
Purpose . The purposes of this Plan are to enable the
Company to supplement the benefits for a select group of management
or highly compensated employees under the Donaldson Company, Inc.
Employee Stock Ownership Plan which will be reduced because of the
compensation limitation under section 401(a)(17) of the Code; to
provide a means whereby certain amounts payable by the Company to a
select group of management or highly compensated employees may be
deferred to some future period; and to attract and retain certain
executive employees of outstanding competence.
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 bookkeeping 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 — a “Change in Control”
shall be deemed to have occurred if the event set forth in any one
of the following paragraphs shall have occurred:
|
|
(a)
|
any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing
25% or more of the combined voting power of the Company’s
then outstanding securities, excluding any Person who becomes such
a Beneficial Owner in connection with a transaction described in
clause (i) of paragraph (c) below; or
|
|
|
(b)
|
the following individuals cease for any reason
to constitute a majority of the number of directors then serving:
individuals who, on the date hereof, constitute the Board and any
new director (other than a director whose initial assumption of
office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation,
relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by
the Company’s stockholders was approved or recommended by a
vote of at least two-thirds (2/3) of the directors then still in
office who either were directors on the date hereof or whose
appointment, election or nomination for election was previously so
approved or recommended; or
|
|
|
(c)
|
there is consummated a merger or consolidation
of the Company or any direct or indirect subsidiary of the Company
with any other corporation, other than (i) a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any subsidiary of
the Company, at least 60% of the combined voting power of the
securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation,
or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which
no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 25% or more
of the combined voting power of the Company’s then
outstanding securities; or
|
|
|
(d)
|
the stockholders of the Company approve a plan
of complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the Company
of all or substantially all of the Company’s assets, other
than a sale or disposition by the Company of all or substantially
all of the Company’s assets to an entity, at least 60% of the
combined voting power of the voting securities of which are owned
by stockholders of the Company in substantially the same
proportions as their ownership of the Company immediately prior to
such sale.
|
-2-
Notwithstanding the foregoing, a “Change
in Control” shall not be deemed to have occurred by virtue of
the consummation of any transaction or series of integrated
transactions immediately following which the record holders of the
common stock of the Company immediately prior to such transaction
or series of transactions continue to have substantially the same
proportionate ownership in an entity which owns all or
substantially all of the assets of the Company immediately
following such transaction or series of transactions. Solely for
purposes of this Section 2.5, the following words and phrases shall
have the following meanings:
2.5.1.
Affiliate — an “affiliate” within the
meaning of Rule 12b-2 promulgated under Section 12 of the Exchange
Act.
2.5.2.
Beneficial Owner — a “beneficial owner”
within the meaning of Rule 13d-3 under the Exchange Act.
2.5.3. Exchange
Act — the Securities Exchange Act of 1934, as amended
from time to time.
2.5.4.
Person — a “person” within the meaning of
Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) the Company or any of its subsidiaries, (ii) a trustee
or other fiduciary holding securities under an employee benefit
plan of the Company or any of its Affiliates, (iii) an underwriter
temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
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 in
Control has occurred, shall include any successor by merger,
purchase or otherwise.
2.9.
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 Early
Retirement Pension or a Vested Benefit under the Pension Plan, and
the Eligible Employee either:
-3-
|
|
(a)
|
is eligible to receive long-term disability
benefits under the Company’s separate long-term disability
insurance plan (which program shall be administered on a uniform
and nondiscriminatory basis); if such separate long-term disability
coverage is elected by the Eligible Employee, or
|
|
|
(b)
|
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.
|
2.10. Effective
Date — August 1, 1990, the original effective date of the
Plan. The amended Plan document as set forth herein is effective as
of August 1, 2003.
2.11. Eligible
Employee — an executive employee of the Company or its
Affiliates.
2.12. 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.
2.13. Esop
— the tax-qualified, stock bonus plan known as the
“Donaldson Company, Inc. Employee Stock Ownership Plan (1987
Restatement),” as amended from time to time.
2.14. 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.
2.15. Plan
— the Donaldson Company, Inc. ESOP Restoration Plan as set
forth herein, and as the same may be amended from time to
time.
2.16. Stock units
— the units (previously referred to as “Performance
Units”) credited to a Participant’s Account as provided
in Section 4.1.
2.17. Termination of
Employment — the complete severance of an
employee’s employment relationship with the Company and all
Affiliates, if any, for any reason other than the employee’s
death or Disability.
|
2.18.
|
Vested — nonforfeitable.
|
SECTION 3
PARTICIPATION
3.1.
Participation. Participation in the Plan on and after August
1, 2003 shall be limited to the persons listed on Appendix
A.
3.2.
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.
-4-
3.3.
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 Participant in this Plan at any time. If any person not so
defined has been erroneously treated as a Participant in this Plan,
upon discovery of such error such person’s erroneous
participation shall immediately terminate AB INITIO and upon demand
such person shall be obligated to reimburse the Company for all
amounts erroneously paid to him or her.
SECTION 4
STOCK UNITS
4.1.
Stock units. The number of Stock Units credited to a
Participant’s Account shall equal the number credited as of
that date under the terms of this Plan then in effect, subject to
any:
