Exhibit 10(l)
AMENDMENT NO. 1 TO THE
EMERSON ELECTRIC CO.
1998 STOCK OPTION PLAN
WHEREAS, Emerson Electric Co. (the "Company") previously
adopted the Emerson Electric Co. 1998 Stock Option Plan (the "Plan"); and
WHEREAS, pursuant to Section 17 of the Plan, the Compensation
and Human Resources Committee (the "Committee") of the Board of Directors of the
Company was given the authority, subject to specified limitations, to amend the
Plan; and
WHEREAS, the Committee has approved and authorized Amendment
No. 1 to the Plan as herein set forth;
NOW, THEREFORE, effective as of November 4, 1997, the Plan is
amended as follows:
1. Section 10 of the Plan is amended in its entirety as follows:
"10. Termination of Employment or Service as an Outside Director. Any
option issued hereunder must be exercised prior to the optionee's termination of
employment with the Company (or service as an outside director of the Company),
a subsidiary or any affiliate, except that if the employment of an optionee
(other than an outside director of the Company) terminates with the consent and
approval of the optionee's employer, the Committee in its absolute discretion
may permit the optionee to exercise the option, to the extent that the optionee
was entitled to exercise it at the date of such termination of employment, at
any time within three (3) months after such termination, but not after ten (10)
years from the date of the granting thereof. In addition, in the event that the
Company, a subsidiary or an affiliate divests itself of all of its interest in a
subsidiary or an affiliate, the optionee may exercise vested options at any time
within three (3) months after such divestiture, but not after ten (10) years
from the date of the granting thereof. In addition, if the optionee terminates
employment (or service as an outside director of the Company) on account of
retirement (as determined by the Committee), such optionee may exercise vested
options at any time within five (5) years after such retirement, but not after
ten (10) years from the date of the granting thereof. If the optionee terminates
employment (or service as an outside director) on account of disability, the
optionee may exercise such option, to the extent the optionee was entitled to
exercise it at the date of such termination, at any time within one (1) year of
the termination of employment (or service) but not after ten (10) years from the
date of the granting thereof. For this purpose, a person shall be deemed to be
disabled if he or she is permanently and totally disabled within the meaning of
Section 422(c)(6) of the Code, which, as of the date hereof, means that he or
she is unable to engage in any substantial gainful activity by reason of any
medically determined physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a period of
not less than twelve (12) months. A person shall be considered disabled only if
he or she furnishes such proof of disability as the Committee may require.
Options granted under the Plan shall not be affected by any change of employment
so long as the optionee continues to be an employee of the Company or a
subsidiary thereof or, in the case of SAR's or options which are not Incentive
Stock Options, an affiliate of the Company. The option agreements may contains
such provisions as the Committee shall approve with reference to the effect of
approved leaves of absence. Nothing in the Plan or in any option granted
pursuant to the Plan shall confer on any individual any right to continue in the
employ of the Company (or service as an outside director of the Company) or any
subsidiary or affiliate or interfere in any way with the right of the Company or
any subsidiary or affiliate thereof to terminate his or her employment at any
time."
2. Section 11 of the Plan is amended in its entirety as follows:
"11. Death. In the event of the death of an optionee under the Plan
while he or she is employed by the Company (or a subsidiary or affiliate of the
Company) or while he or she is serving as an outside director of the Company,
the options held by the optionee at death shall become fully vested immediately
and may be exercised by a legatee or legatees under the optionee's last will, or
by personal representatives or distributees, at any time within a period of one
(1) year after death, but not after ten (10) years from the date of granting
thereof. In the event of the death of an optionee within three months after
termination of employment or service as an outside director of the Company (or
one (1) year in the case of the termination (or service) of an optionee who is
disabled as above provided or five (5) years in the case of termination of
employment (or service) on account of retirement, as provided in paragraph 10
above) the option theretofore granted may be exercised, to the extent
exercisable at the date of death, by a legatee or legatees under the optionee's
last will, or by personal representatives or distributees, at any time within a
period of one (1) year after death, but not after ten (10) years from the date
of granting thereof.
* * * * * * * *
The foregoing is the full text of Amendment No. 1 to the
Emerson Electric Co. 1998 Stock Option Plan as approved and authorized by the
Compensation and Human Resources Committee of the Board of Directors of Emerson
Electric Co. on June 27, 2000.
