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Exhibit 10-H

 

DONALDSON COMPANY, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(2008 Restatement)

As Amended and Restated Effective January 1, 2008

 










 

DONALDSON COMPANY, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(2008 Restatement)

 

TABLE OF CONTENTS

Page

SECTION 1.

HISTORY AND PURPOSE

1

 

 

 

 

 

1.1.

History

 

 

1.2.

Purpose

 

 

 

 

 

SECTION 2.

DEFINITIONS

1

 

 

 

 

 

2.1.

Account

 

 

2.2.

Actuarial Equivalent

 

 

2.3.

Affiliate

 

 

2.4.

Basic Retirement Plan Benefits

 

 

2.5.

Beneficiary

 

 

2.6.

Board

 

 

2.7.

Change of Control

 

 

2.8.

Code

 

 

2.9.

Committee

 

 

2.10.

Company

 

 

2.11.

Compensation

 

 

2.12.

Deferral Credit

 

 

2.13.

Deferred Compensation Plan

 

 

2.14.

Disability, Disabled

 

 

2.15.

Early Retirement Factor

 

 

2.16.

Effective Date

 

 

2.17.

Eligible Employee

 

 

2.18.

ERISA

 

 

2.19.

Final Average Compensation

 

 

2.20.

Participant

 

 

2.21.

Pension Plan

 

 

2.22.

Pension Service

 

 

2.23.

Plan

 

 

2.24.

Plan Year

 

 

2.25.

Termination of Employment

 

 

2.26.

Vested

 

 

 

 

 

SECTION 3.

ELIGIBILITY AND PARTICIPATION

5

 

 

 

 

 

3.1.

Eligibility

 

 

3.2.

Commencement of Participation

 

 

3.3.

Termination of Participation

 

 

3.4.

Overriding Exclusion

 

 

 

-i-

 


 

SECTION 4.

CREDITED AMOUNTS

6

 

 

 

 

 

4.1.

Normal Retirement Benefit

 

 

4.2.

Early Retirement Benefit

 

 

4.3.

Disability or Death Benefit

 

 

4.4.

Vesting

 

 

 

 

 

SECTION 5.

TIME AND MANNER OF PAYMENTS

7

 

 

 

 

 

5.1.

Time of Payment

 

 

5.2.

Manner of Payment

 

 

5.3.

Changes in Time and Manner of Payment

 

 

5.4.

Change of Control Distributions

 

 

5.5.

Death Benefit

 

 

5.6.

Beneficiary Designation

 

 

 

 

 

SECTION 6.

ACCOUNT

10

 

 

 

 

 

6.1.

Participant Accounts

 

 

6.2.

Investment of Accounts

 

 

6.3.

Charges Against Accounts

 

 

 

 

 

SECTION 7.

FUNDING

10

 

 

 

 

 

7.1.

Funding

 

 

7.2.

Corporate Obligation

 

 

 

 

 

SECTION 8.

FORFEITURE OF BENEFITS

11

 

 

 

 

SECTION 9.

ADMINISTRATION

11

 

 

 

 

 

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.

Legal Fees

 

 

9.7.

Errors in Computations

 

 

 

 

 

SECTION 10.

MISCELLANEOUS

13

 

 

 

 

 

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

 

 

 

-ii-

 


 

DONALDSON COMPANY, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(2008 Restatement)

SECTION 1

 

HISTORY AND PURPOSE

1.1.          History . Donaldson Company, Inc. sponsors an unfunded, nonqualified deferred compensation for a select group of highly compensated employees, known as the “DONALDSON COMPANY, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT 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 (i) freeze participation and (ii) 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 provide supplemental retirement benefits to a select group of management or highly compensated employees such that the sum of the supplemental benefits, certain other retirement benefits provided by Company, and benefits provided by prior employers, will not be less than a predetermined portion of the employee’s final average compensation.

 

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 compensation account established under this Plan for a Participant pursuant to Section 6.1.

2.2.          Actuarial Equivalent  — a benefit of equivalent value computed on the basis of actuarial tables, factors and assumptions set forth in Appendix C to the Donaldson Company, Inc. Salaried Employees’ Pension Plan.

2.3.          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.

2.4.          Basic Retirement Plan Benefits  — the single lump-sum value of the benefits payable under all of the following plans, determined as of the date of the Eligible Employee’s Termination of Employment, death or Disability, whichever happens first (or if the value of a plan cannot be determined as of that date, as of the valuation date for such plan that immediately precedes or follows such Termination of Employment, death or Disability, whichever happens first, as determined by the Committee), and subject to the limitations, if any, set forth below:

 

(a)

Donaldson Company, Inc. Retirement Savings and Employee Stock Ownership Plan (including profit sharing and PAYSOP), taking into account only vested benefits attributable employer contributions;

 

 

(b)

Donaldson Company, Inc. Salaried Employees’ Pension Plan;

 

 

(c)

Donaldson Company, Inc. Excess Pension Plan;

 

 

(d)

Donaldson Company, Inc. Deferred Compensation and 401(k) Excess Plan, taking into account only benefits attributable to Company Credits;

 

 

(e)

Donaldson Company, Inc. ESOP Restoration Plan;

 

 

(f)

Any qualified or non-qualified retirement plan, program or arrangement provided by the Company or an Affiliate and not listed above, taking into account only vested benefits attributable to employer contributions; and

 

 

(g)

Any qualified or non-qualified retirement plan, program or arrangement provided by a prior employer, taking into account only vested benefits attributable to employer contributions.

For purposes of paragraphs (a), (f) and (g) above, “employer contributions” does not include pre-tax contributions to a tax-qualified retirement plan elected by an Eligible Employee in lieu of current compensation under a 401(k) arrangement, or any other amount contributed due to an Eligible Employee’s election to defer compensation. If prior to the earliest of the Eligible Employee’s Termination of Employment, death or Disability the Eligible Employee received a distribution of any benefits that, but for the distribution, would have been included in the Eligible Employee’s Basic Retirement Plan Benefits, such Basic Retirement Plan Benefits shall be increased by the amount of such distribution, plus interest thereon at a rate to be determined by the Committee. In the event any of the foregoing plans do not provide for payment in a single lump-sum, the benefit taken into account for purposes of this Section 2.4 shall be the single lump-sum Actuarial Equivalent of the benefit payable under such plan.

2.5.          Beneficiary  — any person or entity validly designated by the Participant in accordance with Section 5 to receive the benefits, if any, payable under the Plan with respect to the Participant after the Participant’s death. Designated persons or entities shall not be considered Beneficiaries until the death of the Participant.

 

-2-

 


 

2.6.          Board — the Board of Directors of the Company.

2.7.          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.

2.8.          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.

2.9.          Committee   — the Human Resources Committee of the Board of Directors of the Company.

2.10.        Company   — Donaldson Company, Inc. and, except in determining under Section 2.7 hereof whether or not any Change of Control has occurred, shall include any successor by merger, purchase or otherwise.

2.11.        Compensation   — the amount of remuneration paid to an Eligible Employee that was treated as “Compensation” within the meaning of the Donaldson Company, Inc. Excess Pension Plan (modified as described in subsections (a) and (b) of Section 4.2 of such plan), subject, however to the following:

 

(a)

annual bonuses shall be included in the year they are earned, not the year they are paid;

 

 

(b)

amounts paid under a non-qualified plan of deferred compensation shall not be included (e.g., payments of deferred salary or bonus).

2.12.        Deferral Credit  — any amount credited to an Eligible Employee under Section 4.1, 4.2 or 4.3 of the Deferred Compensation Plan.

2.13.        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.

2.14.        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:

 

(a)

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

 

-3-

 


 

continuous period of not less than twelve (12) months, receiving income replacement be


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