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EXHIBIT 10.3(d)
November 24, 1999
PERSONAL AND CONFIDENTIAL
Xx. Xxxxx X. Xxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Dear Xxxxx:
Re: Retirement Benefits Agreement
This letter agreement sets forth certain benefits to be
provided to you in recognition of your long and dedicated service to IDEX and in
consideration of your continued service to IDEX through your retirement which is
to be effective as of the date on which a successor to your positions with IDEX
commences services or such other date established by the Board of Directors of
IDEX (hereafter the "Retirement Date"). On your retirement IDEX will provide you
the following benefits:
1. Payment of your base salary, at the rate of $36,667 per month,
vacation pay, for vacation not taken, including vacation carryover from
the prior year plus a pro rata accrual for the current year, and
provision of all fringe benefits, through the end of the month that
includes your Retirement Date.
2. Any amount earned under the Management Incentive Compensation Plan
("MICP") for the 1999 calendar year, determined based on the same
percentage of target bonus that applies to other officers at the IDEX
corporate location, which has not been paid will be paid in a single
lump sum payment on your Retirement Date.
3. An amount equal to your full year's bonus under the MICP at your
target bonus level of 80% of your annual base salary of $440,000 plus,
a proportionate bonus, as described in this subparagraph, under the
MICP will be paid on your Retirement Date. The proportionate bonus
payable will be the amount determined by multiplying a full year's MICP
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bonus, at your target bonus level of 80% of your annual base salary of
$440,000, by a fraction the numerator of which is the number of full
and partial calendar months in the calendar year 2000 which precede
your Retirement Date and the denominator of which is 12.
4. You will be paid your monthly base salary of $36,667 per month, for
a period of 24 months commencing with the month following the month
which contains your Retirement Date.
5. You will receive fringe benefits for a period of twenty-four (24)
months commencing with the month following the month that contains your
Retirement Date. Covered fringe benefits for purposes of this agreement
include: (a) term life insurance in an amount in effect on your
Retirement Date, (b) to the extent coverage is available under the
insurance policy in effect, the personal accident plan at the level in
effect on your Retirement Date, (c) the use of an IDEX-provided
automobile, plus related expenses, comparable to that provided to you
on your Retirement Date, and (d) other miscellaneous fringe benefits
all as currently in effect.
6. Upon completion of the payments provided for in subparagraph 4, you
will receive payment of supplemental retirement compensation at an
annual rate equal to 40% of your annual base salary of $440,000. Such
supplemental retirement compensation shall be paid in monthly
installments for a period of 36 months. If you should die prior to
completion of the payments under this subparagraph 6, the remaining
payments will be paid to your wife, if surviving, or your estate, as
the case may be.
7. Upon completion of the payments provided for in subparagraph 6, you
will receive payment of supplemental retirement compensation at an
annual rate equal to 20% of your annual base salary of $440,000. Such
supplemental retirement compensation shall be paid in monthly
installments and shall continue for the remainder of your life.
8. Lifetime medical benefits will be provided to you and your spouse in
accordance with the provisions of Section 5(c)(4) of your
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November 24, 1999
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Employment Agreement. Such medical benefits will be reduced to the
extent of any medical benefits actually available and actually provided
to you or your wife by any subsequent employer as provided in Section
5(c)(4) of your Employment Agreement
If on the date that benefits are to commence under
subparagraph 7 your spouse is surviving, in lieu of the benefits provided in
subparagraph 7 to you for your life, you and your spouse shall receive payments
in the form of a joint and 50% surviving spouse annuity which are actuarially
equivalent calculated under the assumptions then in effect for the IDEX
Corporation Retirement Plan. However, at any time prior to commencement of the
benefit payable under subparagraph 7, you shall have the right to elect, subject
to attaining any spousal consent that may be required under law, to receive
payment for the period of your life or in the form of some other actuarially
equivalent joint and surviving spouse annuity.
All payments under subparagraphs 6 and 7 shall be
appropriately increased at such time as IDEX shall first become obligated to
make such payments, and at the beginning of each year thereafter, in proportion
to the amount, if any, by which the Consumer Price Index (the "CPI") for the
then most recently reported month exceeds the CPI as of the end of the month in
which your Retirement Date occurs. The CPI to be used hereunder shall be the CPI
for All Urban Consumers (CPI-U) (All Cities, All Items, 1982-84 = 100),
published by the Bureau of Labor Statistics of the United States Department of
Labor. In the event of any substantial change in the composition of the CPI to
be used hereunder or in the event of discontinuance or termination of such
index, the most appropriate available price index shall be substituted and
utilized hereunder.
In accordance with the provisions of the IDEX Corporation
Stock Option Plan, you shall have a period of three years from your Retirement
Date to exercise any outstanding options unless the options otherwise expire
prior to that time.
For sixty (60) months following your Retirement Date, IDEX
will continue any indemnification agreement with you and will provide directors'
and officers' liability insurance insuring you, such coverage to have
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November 24, 1999
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limits and scope of coverage not less than that in effect on January 1, 2000. At
your request, IDEX will cause a certificate of insurance, in a form satisfactory
to you, verifying this coverage to be provided to you on an annual basis.
If IDEX or any entity which has an obligation to you under
this letter agreement fails to honor any provision of this letter agreement or
if a contest or dispute as to the terms of this letter agreement arises, all
legal fees and expenses incurred by you to enforce this agreement or to contest
or dispute its terms will be paid, or at your request, advanced, to you or
directly to your attorney, as you may direct.
To the extent that this letter agreement provides a larger or
greater separate benefit than may be provided to you pursuant to your Employment
Agreement or any policy, program, contract or arrangement adopted by IDEX prior
to your Retirement Date, this letter agreement will supersede and be in full
substitution of benefit provided under the Employment Agreement or such other
policy, program, contract or arrangement with respect to the larger or greater
separate benefit to be provided. To the extent that your Employment Agreement or
any policy, program, contract or arrangement adopted by IDEX prior to your
Retirement Date provides a larger or greater separate benefit than may be
provided to you pursuant to this letter agreement, the Employment Agreement or
such other policy, program, contract or arrangement will supersede and be in
full substitution of this letter agreement with respect to the larger or greater
separate benefit to be provided.
The terms of this letter agreement will be governed by the
laws of the State of Illinois and will be binding on IDEX and its successors
(who consent to jurisdiction in the State of Illinois with respect to the
subject matter of this letter agreement) and will inure to the benefit of your
heirs. Except with respect to medical benefits which may be provided by a
subsequent employer as described in subparagraph 8, you will not be required to
mitigate the amount of any payment or benefit provided for in this letter
agreement by obtaining other employment or other sources of income or benefits
nor will the amount of any payment or benefit be reduced by offset against any
amount claimed to be owed by you to IDEX.
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All notices and other communications given pursuant to this
letter agreement will be deemed to have been properly given if hand delivered or
mailed, addressed to the appropriate party at the address as shown on the first
page of this letter agreement, postage prepaid, by certified or registered mail,
return receipt requested and, in the case of notice to IDEX to the attention of
the Vice President - General Counsel. A copy of any notice sent must also be
sent to Xxxxxxx, Xxxx, Xxxxxxx, Xxxxx & Goodyear, LLP, 0000 Xxx X&X Xxxxx,
Xxxxxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxx, Esq. and Xxxxxxx X.
Xxxxxx, Esq. Any party may from time to time designate, by written notice given
in accordance with these provisions, any other address or party to which such
notice or communication or copies thereof must be sent.
Very truly yours,
IDEX Corporation
Xxxxxx X. Xxxxx, Chairman
Agreed to and accepted by:
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Xxxxx X. Xxxxxx
Date:______________________
