Amended and Restated
Snap-on Incorporated
Directors’ 1993 Fee Plan
(as amended through August 3, 2006)
1.
Purpose . The Amended and Restated Snap-on Incorporated
Directors’ 1993 Fee Plan (the “Plan”) is intended
to provide an incentive to members of the Board of Directors (the
“Board”) of Snap-on Incorporated, a Delaware
corporation (the “Company”), who are not employees of
the Company (“Directors”), to remain in the service of
the Company and increase their efforts for the success of the
Company and to encourage such Directors to own shares of the
Company’s stock or participate in a Company phantom stock
account, thereby aligning their interests more closely with the
interests of stockholders.
2.
Definitions .
(a) “Board”
means the Board of Directors of the Company.
(b) “Committee”
means a committee consisting of members of the Board authorized to
administer the Plan.
(c) “Common
Stock” means the common stock, par value $1.00 per share, of
the Company.
(d) “Deferral
Election” means an election pursuant to Section 6 hereof to
defer receipt of Fees and/or shares of Common Stock which would
otherwise be received pursuant to Elective Grants.
(e) “Deferred
Amounts” mean the amounts credited to a Director’s
Share Account or Cash Account pursuant to a Deferral
Election.
(f)
“Director” means a member of the Board or an appointed
Director Emeritus, who is not an employee of the
Company.
(g) “Elective
Grants” shall have the meaning set forth in Section 5(a)
hereof.
(h) “Exchange
Act” means the Securities Exchange Act of 1934, as
amended.
(i) “Fair
Market Value” means the closing price of the Common Stock on
the New York Stock Exchange on any particular date; provided,
however, that for purposes of Section 8, Fair Market Value shall
mean the closing price of Common Stock on the New York Stock
Exchange on the date of the Change of Control (as defined therein)
or, if higher, the highest price per share of Common Stock paid in
the transaction giving rise to the Change of Control.
(j) “Fees”
mean the annual retainer scheduled to be paid to a Director for the
calendar year plus any additional fees (including meeting and
committee fees) earned by a Director for his or her services on the
Board during the calendar year.
(k) “Grants”
mean Elective Grants.
(l) “Share
Election” shall have the meaning set forth in Section 5(a)
hereof.
3.
Administration of the Plan .
(a) Member
of the Committee. The Plan shall be administered by the Committee.
Members of the Committee shall be appointed from time to time by
the Board, shall serve at the pleasure of the Board and may resign
at any time upon written notice to the Board.
(b) Authority
of the Committee. The Committee shall adopt such rules as it may
deem appropriate in order to carry out the purpose of the Plan. All
questions of interpretation, administration, and application of the
Plan shall be determined by a majority of the members of the
Committee then in office, except that the Committee may authorize
any one or more of its members, or any officer of the Company, to
execute and deliver documents on behalf of the Committee. The
determination of such majority shall be final and binding in all
matters relating to the Plan. No member of the Committee shall be
liable for any act done or omitted to be done by such member or by
any other member of the Committee in connection with the Plan,
except for such member’s own willful misconduct or as
expressly provided by statute.
4.
Stock Reserved for the Plan . The number of shares of Common
Stock authorized for issuance under the Plan is 300,000, subject to
adjustment pursuant to Section 7 hereof. Shares of Common Stock
delivered hereunder may be either authorized but unissued shares or
previously issued shares reacquired and held by the
Company.
5.
Terms and Conditions of Grants .
(a)
Elective Grant . Subject to Section 5(d) hereof, each
Director may make an election (the “Share Election”) to
receive (subject to a Deferral Election) any or all of his or her
Fees earned in each calendar year in the form of Common Stock (the
“Elective Grants”). The shares of Common Stock (and
cash in lieu of fractional shares) issuable pursuant to a Share
Election shall be transferred in accordance with Section 5(b)
hereof. The Share Election (i) must be in writing and delivered to
the Secretary of the Company, (ii) shall be effective commencing on
the date the Secretary receives the Share Election or such later
date as may be specified in the Share Election, and (iii) shall
remain in effect unless modified or revoked by a subsequent Share
Election in accordance with the provisions hereof.
(b)
Transfer of Shares . Shares of Common Stock issuable to a
Director with respect Elective Grants shall be transferred to such
Director as of the last business day of each calendar month. The
total number of shares of Common Stock to be so transferred shall
be determined by dividing (a) the dollar amount of the
Director’s Fees payable during the applicable calendar month
to which the Share Election applies, by (b) the Fair Market Value
of a share of Common Stock on the last business day of such
calendar month. In no event, shall the Company be required to issue
fractional shares. Whenever under the terms of this Section 5 a
fractional share of Common Stock would otherwise be required to be
issued to a Director, an amount in lieu thereof shall be paid in
cash based upon the Fair Market Value of such fractional
share.
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(c)
Termination of Services . If a Director’s services as
a Board member are terminated before the end of a calendar quarter,
the Director shall receive in cash the Fees such Director would
otherwise have been entitled to receive for such quarter in the
absence of this Plan.
(d)
Commencement of Grants . Notwithstanding anything in this
Plan to the contrary, no Grants shall be effective with respect to
Fees to be paid prior to the requisite approval of this Plan by the
stockholders of the Company.
6.
Deferral Election .
(a)
In General . Each Director may irrevocably elect annually (a
“Deferral Election”) to defer receiving all or a
portion of the shares of Common Stock (that would otherwise be
transferred upon a Grant) or such Director’s Fees in respect
of a calendar year that are not subject to a Grant. Deferral
Elections shall be made in multiples of ten percent. A Director who
makes a Deferral Election with respect to Grants shall have the
amount of deferred shares of Common Stock credited to a
“Share Account” in the form of “Share
Units.” A Director who makes a Deferral Election with respect
to Fees that are not subject to a Grant shall have the amount of
Deferred Fees credited to a “Cash Account.”
Collectively, the amounts deferred in a Director’s Share
Account and Cash Account shall hereafter be the “Deferred
Amounts.”
(b)
Timing of Deferral Election . The Deferral Election shall be
in writing and delivered to the Secretary of the Company on or
prior to December 31 of the calendar year immediately preceding the
calendar year in which the applicable Fees are to be earned;
provided , however , that a New Director may make a
Deferral Election with respect to Fees earned subsequent to such
election during the thirty-day period immediately following the
commencement of his or her directorship. A Deferral Election, once
made, shall be irrevocable for the calendar year with respect to
which it is made and shall remain in effect for future calendar
years unless modified or revoked by a subsequent Deferral Election
in accordance with the provisions hereof. A Deferral Election may
be changed only with respect to fees earned subsequent to the
effective date of such Election; provided, however, that effective
August 3, 2006, Directors may execute a new Deferral Election to
change the payment commencement date and/or manner of payments for
previously Deferred Amounts, provided, that such Deferral Election
is: (i) in the case of a Deferral Election to accelerate payments,
made prior to December 31, 2006 and provides for payment no earlier
than January 1, 2007; (ii) in the case of a Deferral Election to
postpone payment, postpones payment of previously Deferred Amounts
for a period of five years or more from when payment was previously
scheduled to occur, and (iii) any actions taken pursuant to (i) or
(ii) must be performed in accordance with the provisions of the
American Jobs Creation Act and any rules and regulations issued
pursuant thereto.
(c)
Cash Dividends and Share Accounts . Whenever cash dividends
are paid by the Company on outstanding Common Stock, there shall be
credited to the Director’s Share Account additional Share
Units equal to (i) the aggregate dividend that would be payable on
outstanding Shares of Common Stock equal to the number of Share
Units in such Share Account on the record date for the dividend,
divided by (ii) the Fair Market Value of the Common Stock on the
last trading business day immediately preceding the date of payment
of the dividend. !
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(d)
Cash Accounts . At the election of a Director, a
Director’s Cash Account shall be credited or debited with (i)
interest at an annual rate equal to the sum of the daily interest
earned at a rate specified by the Committee and compounded monthly
or (ii) the annual investment return relating to such investment
vehicle or vehicles that the Director chooses from those the
Committee determines to make available, or such combination of (i)
and (ii) as the Director designates at the time of a Deferral
Election or a modification thereof.
(e)
Commencement of Payments . Except as otherwise provided in
Sections 6(h) and 8(b), a Director’s Deferred Amounts shall
become payable as soon as practicable following the earlier to
occur of (a) the date the Director terminates service as a Director
or (b) the Director’s attainment of age 70 years or such
later date designated by the Director in the Deferral
Election.
(f)
Form of Payments . Subject to a Director’s right to
convert a Share Account balance to a Cash Account, all payments
from a Share Account shall be made in shares of Common Stock by
converting Share Units into Common Stock on a one-for-one basis,
with payment of fractional shares to be made in cash. All payments
from a Cash Account shall be made in cash.
(g)
Manner of Payments . In his or her Deferral Election, each
Director shall elect to receive payment of his or her Deferred
Amounts either in a lump sum or in two to fifteen substantially
equal annual installments. In the event of a Director’s
death, payment of the remaining portion of the Director’s
Deferred Amounts will be made to the Director’s beneficiary
in a lump sum as soon as practicable following the Director’s
death.
(h)
Hardship Distribution . Notwithstanding any Deferral
Election, in the event of severe financial hardship to a Director
resulting from a sudden and unexpected illness, accident or
disability of the Director or other similar extraordinary and
unforeseeable c
