Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

As previously reported, on February 5, 2021, David N. Farr, retired as Chief Executive Officer of Emerson Electric Co. (the "Company").

On February 23, 2021, the Company and Mr. Farr entered into a letter agreement (the "Letter Agreement") and related consulting agreement (the "Consulting Agreement") in connection with his retirement. The Letter Agreement provides that, as previously reported, Mr. Farr will retire as a Director and as non-executive Chairman of the Board on May 5, 2021. The Letter Agreement also provides that he will remain an employee of the Company through May 31, 2021. The Letter Agreement and related Consulting Agreement are summarized below.

Under the Letter Agreement, Mr. Farr agrees, among other things: (i) not to compete with, or solicit or hire the employees of, the Company or any of its affiliates during a period of five years from his retirement 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. Farr will also release and discharge the Company, its affiliates, and its and their respective directors, officers, employees, and agents from any and all claims or liabilities of whatever nature and will remain subject to the Company's clawback policies.

Under the Letter Agreement, Mr. Farr will continue to receive his base salary and certain other benefits through May 31, 2021. He will remain eligible to receive a 75% pro rata bonus based on the Company's financial performance for fiscal 2021, and subject to final approval of the Company's Compensation Committee at the normal time under the program. Mr. Farr will remain eligible to receive a full payout of any earned awards under the Fiscal 2019 - 2021, Fiscal 2020 - 2022 and Fiscal 2021 - 2023 Performance Shares Programs, subject to the Company's achievement of the applicable performance objectives, to be paid at the normal times provided for under the programs. In addition, all of Mr. Farr's vested options will remain exercisable through October 1, 2023, their original expiration date.

Mr. Farr will be eligible to receive monthly pension benefits earned under the Company's qualified and non-qualified pension plans, pursuant to the terms and conditions of, and to be paid in the manner and at the times set forth in such plans. He will also be eligible to receive distributions under the Company's qualified and non-qualified 401(k) and profit-sharing retirement savings plans, as provided under those plans.

If Mr. Farr 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 Consulting Agreement provides for an initial term of June 1, 2021 through December 31, 2021, may be extended by the parties, and is subject to the Company's right to terminate in certain cases. Under the agreement, Mr. Farr would provide such transition, consulting and advisory services on an as-needed basis as may be requested by the Company's Chief Executive Officer, and would receive consulting fees of $117,000 per month and reimbursement of expenses.

The above description of the Letter Agreement and Consulting Agreement are qualified in its entirety by reference to a copy of the Letter Agreement and Consulting Agreement attached hereto as Exhibits 10.1 and 10.2.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number       Description of Exhibits

10.1           Letter Agreement dated February 23, 2021, by and between Emerson
             Electric Co. and David N. Farr

10.2           Consulting Agreement dated February 23, 2021, by and between Emerson
             Electric Co. and David N. Farr

104          Cover Page Interactive Data File - the cover page XBRL tags are
             embedded within the Inline XBRL document.

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