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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-i-
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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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-ii-
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
-2-
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
mo