Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 1, 2020, Emerson Electric Co. (the "Company") and Robert T. Sharp
entered into a letter agreement dated August 12, 2020 (the "Letter Agreement")
in connection with his separation from the Company, effective September 30, 2020
(the "Separation Date").
Under the Letter Agreement, Mr. Sharp will receive salary continuation payments
at his current base salary rate and certain health and welfare benefits until
the earlier of June 30, 2021 or the date on which he commences other employment.
He will also continue to receive his Company automobile and club benefits
through his salary continuation period. Mr. Sharp will remain eligible to
receive his fiscal 2020 annual bonus based on the Company's financial
performance for fiscal 2020.
As permitted under the Company's 2015 Incentive Shares Plan, Mr. Sharp will
remain eligible to receive a full payout of any earned awards under the Fiscal
2018 - 2020, Fiscal 2019 - 2021 and Fiscal 2020 - 2022 Performance Shares
Programs, subject to the Company's achievement of the applicable performance
objectives, to be paid at the times provided for under the programs. As
permitted under the Company's Incentive Shares Plans, Mr. Sharp's Restricted
Stock Awards will continue to vest according to their terms and be payable on
the respective vesting dates of such awards.
Mr. Sharp will be eligible to receive distributions from the Company's qualified
pension plan, pursuant to the terms and conditions of and to be paid in the
manner and at the time set for in such plan. He will also be eligible to receive
distributions under the qualified and non-qualified 401(k) and profit-sharing
retirement savings plans, as provided under those plans.
Mr. Sharp agrees, among other things: (i) not to compete with, or solicit or
hire the employees of, the Company or any of its subsidiaries or affiliates
during a period of four years from the Separation Date; (ii) not to use or
disclose any confidential information of the Company; (iii) to reaffirm all
existing non-compete, invention, non-disclosure and non-solicitation obligations
he has to the Company; and (iv) to comply with non-disparagement obligations.
Mr. Sharp will also release and discharge the Company, its affiliates, and its
and their respective directors, officers, employees, agents and other parties
from any and all claims or liabilities of whatever nature and will remain
subject to the Company's clawback policies.
If Mr. Sharp violates any of his obligations to the Company under the Letter
Agreement, he will forfeit all payments to be made or benefits provided under
the Letter Agreement and will repay to the Company, as liquidated damages,
one-half of the economic value of all benefits provided to him under the Letter
Agreement prior to the date of breach.
The above description of the Letter Agreement is qualified in its entirety by
reference to a copy of the Letter Agreement attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description of Exhibits
10.1 Letter Agreement dated August 12, 2020 entered into September 1,
2020 between Emerson Electric Co. and Robert T. Sharp
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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