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
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SECTION 1.
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HISTORY AND PURPOSE
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1
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1.1.
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History
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1.2.
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Purpose
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SECTION 2.
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DEFINITIONS
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1
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2.1.
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Account
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2.2.
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Actuarial Equivalent
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2.3.
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Affiliate
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2.4.
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Basic Retirement Plan Benefits
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2.5.
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Beneficiary
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2.6.
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Board
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2.7.
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Change of Control
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2.8.
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Code
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2.9.
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Committee
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2.10.
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Company
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2.11.
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Compensation
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2.12.
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Deferral Credit
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2.13.
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Deferred Compensation Plan
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2.14.
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Disability, Disabled
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2.15.
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Early Retirement Factor
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2.16.
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Effective Date
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2.17.
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Eligible Employee
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2.18.
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ERISA
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2.19.
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Final Average Compensation
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2.20.
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Participant
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2.21.
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Pension Plan
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2.22.
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Pension Service
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2.23.
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Plan
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2.24.
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Plan Year
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2.25.
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Termination of Employment
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2.26.
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Vested
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SECTION 3.
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ELIGIBILITY AND PARTICIPATION
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5
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3.1.
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Eligibility
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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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-i-
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SECTION 4.
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CREDITED AMOUNTS
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6
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4.1.
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Normal Retirement Benefit
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4.2.
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Early Retirement Benefit
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4.3.
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Disability or Death Benefit
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4.4.
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Vesting
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SECTION 5.
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TIME AND MANNER OF PAYMENTS
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7
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5.1.
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Time of Payment
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5.2.
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Manner of Payment
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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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5.5.
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Death Benefit
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5.6.
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Beneficiary Designation
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SECTION 6.
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ACCOUNT
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10
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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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SECTION 7.
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FUNDING
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10
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7.1.
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Funding
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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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11
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SECTION 9.
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ADMINISTRATION
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11
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9.1.
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Authority
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9.2.
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Liability
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9.3.
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Procedures
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9.4.
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Claim for Benefits
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9.5.
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Claims Procedure
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9.5.1.
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Original Claim
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9.5.2.
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Claims Review Procedure
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9.5.3.
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General Rules
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9.6.
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Legal Fees
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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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13
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10.1.
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Not an Employment Contract
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10.2.
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Nontransferability
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10.3.
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Tax Withholding
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10.4.
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Expenses
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10.5.
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Governing Law
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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.
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:
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(a)
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Donaldson Company, Inc. Retirement
Savings and Employee Stock Ownership Plan (including profit sharing
and PAYSOP), taking into account only vested benefits attributable
employer contributions;
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(b)
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Donaldson Company, Inc. Salaried
Employees’ Pension Plan;
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(c)
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Donaldson Company, Inc. Excess
Pension Plan;
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(d)
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Donaldson Company, Inc. Deferred
Compensation and 401(k) Excess Plan, taking into account only
benefits attributable to Company Credits;
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(e)
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Donaldson Company, Inc. ESOP
Restoration Plan;
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(f)
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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
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(g)
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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.
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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.
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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:
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(a)
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annual bonuses shall be included in
the year they are earned, not the year they are paid;
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(b)
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amounts paid under a non-qualified
plan of deferred compensation shall not be included (e.g., payments
of deferred salary or bonus).
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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:
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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
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-3-
continuous period of not less than
twelve (12) months, receiving income replacement be