Emerson Electric Co Sample Contracts

Emerson Electric Co – EMERSON ELECTRIC CO. (February 6th, 2019)

The Compensation Committee of our Board of Directors (the “Committee”) on [DATE] awarded to you _______________ (_______) Restricted Shares (“Shares”) under the terms of our 2015 Incentive Shares Plan (the “Plan”). This award is subject to all the terms of the Plan, which is incorporated herein by reference and a copy of which has been delivered to you and is described in the offering circular relating to Plan, as amended or supplemented. The Restriction Period applicable to these Shares is ________ (__) years from the date hereof.

Emerson Electric Co – PARTICIPANT: «FULL_NAME» UNITS AWARDED: «SHARES» AWARD DATE: «GRANT_DATE» VESTING DATE: «VESTING_DATE» (February 6th, 2019)

The Compensation Committee of the Emerson Board of Directors has approved your participation in the above referenced Restricted Stock Units Program, as follows:

Emerson Electric Co – [YEAR] PERFORMANCE SHARES PROGRAM (“Program”) ACCEPTANCE OF AWARD AGREEMENT (February 6th, 2019)

Effective [DATE], you have been awarded [AMOUNT] units ([AMOUNT] UNITS) in the Fiscal [YEAR] Performance Shares Program (“Program”) under the 2015 Incentive Shares Plan (“Plan”), all in accordance with the terms and provisions of said Program and Plan, certain terms and provisions of which are generally described in the offering circular for the Plan, and any supplements thereto. In consideration of this award you agree to the following:

Emerson Electric Co – DATED JANUARY 15, 2019 ISSUER EMERSON ELECTRIC CO. PAYING AGENT ELAVON FINANCIAL SERVICES DAC, UK BRANCH TRANSFER AGENT REGISTRAR - AND - SERIES TRUSTEE WELLS FARGO BANK, NATIONAL ASSOCIATION AGENCY AGREEMENT relating to Notes issued pursuant to a registration statement including a base prospectus, dated November 20, 2017, and a prospectus supplement dated January 8, 2019 (January 15th, 2019)
Emerson Electric Co – EMERSON ELECTRIC CO. 8000 W. FLORISSANT (January 15th, 2019)
Emerson Electric Co – EMERSON ELECTRIC CO. as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Original Trustee and WELLS FARGO BANK, NATIONAL ASSOCIATION as Series Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of January 15, 2019 €500,000,000 1.250% Notes due 2025 €500,000,000 2.000% Notes due 2029 (January 15th, 2019)

FIRST SUPPLEMENTAL INDENTURE, dated as of January 15, 2019 (this “First Supplemental Indenture”), by and among EMERSON ELECTRIC CO., a Missouri corporation (the “Issuer”), The Bank of New York Mellon Trust Company, N.A., a national banking association, as successor to The Bank of New York, as the original trustee (the “Original Trustee”) and Wells Fargo Bank, National Association, a national banking association, as the series trustee (the “Series Trustee”).

Emerson Electric Co – EMERSON ELECTRIC CO. as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Original Trustee and WELLS FARGO BANK, NATIONAL ASSOCIATION as Series Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of January 15, 2019 €500,000,000 1.250% Notes due 2025 €500,000,000 2.000% Notes due 2029 (January 10th, 2019)

FIRST SUPPLEMENTAL INDENTURE, dated as of January 15, 2019 (this “First Supplemental Indenture”), by and among EMERSON ELECTRIC CO., a Missouri corporation (the “Issuer”), The Bank of New York Mellon Trust Company, N.A., a national banking association, as successor to The Bank of New York, as the original trustee (the “Original Trustee”) and Wells Fargo Bank, National Association, a national banking association, as the series trustee (the “Series Trustee”).

Emerson Electric Co – EMERSON ELECTRIC CO. Debt Securities Underwriting Agreement Standard Provisions January 8, 2019 (January 10th, 2019)

From time to time Emerson Electric Co. (the “Company”) proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement or named in the applicable Pricing Agreement (such firm or firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”).

Emerson Electric Co – DATED JANUARY 15, 2019 ISSUER EMERSON ELECTRIC CO. PAYING AGENT ELAVON FINANCIAL SERVICES DAC, UK BRANCH TRANSFER AGENT REGISTRAR - AND - SERIES TRUSTEE WELLS FARGO BANK, NATIONAL ASSOCIATION AGENCY AGREEMENT relating to Notes issued pursuant to a registration statement including a base prospectus, dated November 20, 2017, and a prospectus supplement dated January 8, 2019 (January 10th, 2019)
Emerson Electric Co – David N. Farr Chairman and Chief Executive Officer Emerson 8000 West Florissant Avenue. P.O. Box 4100 St. Louis, MO 63136-8506 USA (October 5th, 2018)

On behalf of the entire Emerson organization, I want to congratulate you on your 37+ years of dedicated service, insights and passion to create a better Emerson. Thank you for your significant contributions to the tremendous success of Emerson. Your accomplishments and support of me, the Board of Directors and Emerson shareholders have been extraordinary and very much appreciated. This Letter Agreement (“Agreement”) sets out the terms of your retirement, including your resignation as an employee and officer of Emerson Electric Co. Throughout this Agreement, the term “Emerson” means Emerson Electric Co. together with any and all other entities owned directly or indirectly, in whole or in part, by Emerson Electric Co. Your retirement and the terms of this Agreement are effective as of October 1, 2018 (“Retirement Date”).

Emerson Electric Co – PAGE ARTICLE I OFFICES; DEFINITIONS 5 Section 1. Registered Office 5 Section 2. Other Offices 5 Section 3. Definitions 5 ARTICLE II MEETINGS OF SHAREHOLDERS 5 Section 1. Place of Meeting 5 Section 2. Annual Meeting 5 Section 3. Special Meetings 5 Section 4. Notice of Meetings 6 Section 5. List of Shareholders Entitled to Vote 6 Section 6. Quorum 6 Section 7. Requisite Vote 6 Section 8. Voting 7 Section 9. Notice of Shareholder Business at Annual Meetings 7 Section 10. Presentation of Matters by Shareholders 8 Section 11. Conduct of Meetings 9 ARTICLE III DIRECTORS 9 Section 1. Number; Classifi (June 11th, 2018)
Emerson Electric Co – CREDIT AGREEMENT dated as of May 23, 2018 among EMERSON ELECTRIC CO., THE SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS AND LC ISSUERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as the Agent, and CITIBANK, N.A., as Syndication Agent JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A., as Joint Lead Arrangers and Joint Bookrunners (May 29th, 2018)

THIS CREDIT AGREEMENT, dated as of May 23, 2018, is by and among EMERSON ELECTRIC CO., the SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS, the LC ISSUERS and JPMORGAN CHASE BANK, N.A., as Agent. The parties hereto agree as follows:

Emerson Electric Co – David N. Farr Chairman and Chief Executive Officer Emerson 8000 West Florissant Avenue. P.O. Box 4100 St. Louis, MO 63136-8506 USA (November 14th, 2017)

On behalf of the entire Emerson organization, I want to congratulate you on your 34 years of dedicated service and thank you for your significant contributions to the success of Emerson. This Letter Agreement (“Agreement”) sets out the terms of your retirement, including your resignation as an employee and officer of Emerson Electric Co. Throughout this Agreement, the term “Emerson” means Emerson Electric Co. together with any and all other entities owned directly or indirectly, in whole or in part, by Emerson Electric Co. Your retirement and the terms of this Agreement are effective as of December 31, 2017 (“Retirement Date”).

Emerson Electric Co – EMERSON ELECTRIC CO. BYLAWS As Amended through October 4, 2016August 1, 2017 (August 2nd, 2017)
Emerson Electric Co – EMERSON ELECTRIC CO. BYLAWS As Amended through August 1, 2017 (August 2nd, 2017)
Emerson Electric Co – TRANSACTION AGREEMENT dated as of July 29, 2016 among EMERSON ELECTRIC CO., CORTES NP HOLDINGS, LLC, CORTES NP ACQUISITION CORPORATION, ASCO POWER GP, LLC and CORTES NP JV HOLDINGS, LLC (November 16th, 2016)

This AGREEMENT (this “Agreement”) dated as of July 29, 2016 among Emerson Electric Co., a Missouri corporation (“Seller”), Cortes NP JV Holdings, LLC, a Delaware limited liability company (“Holdings”), Cortes NP Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Parent”), Cortes NP Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (“Buyer”), and ASCO Power GP, LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent (“ASCO GP LLC”).

Emerson Electric Co – SHARE PURCHASE AGREEMENT BY AND BETWEEN EMERSON ELECTRIC CO. AND PENTAIR PLC DATED AS OF AUGUST 18, 2016 (November 16th, 2016)

THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of August 18, 2016, by and between Emerson Electric Co., a Missouri corporation (“Buyer”), and Pentair plc, an Irish public limited company (“Parent”).

Emerson Electric Co – Special Recognition Award - Cash Incentive Program Acceptance Form (November 16th, 2016)

You have been recommended for an award of $125,000, under the Special Recognition Award - Cash Incentive Program, payable in two (2) installments as follows:

Emerson Electric Co – EMERSON ELECTRIC CO. BYLAWS As Amended through October 4, 2016 (October 6th, 2016)
Emerson Electric Co – EMERSON SIGNS AGREEMENT TO ACQUIRE VALVES & CONTROLS BUSINESS FROM PENTAIR (August 18th, 2016)

This transaction follows Emerson's recently announced divestitures of Network Power, Leroy-Somer and Control Techniques for a total of $5.2 billion as part of the Company's overall strategic portfolio repositioning that was initiated in June 2015.

Emerson Electric Co – EMERSON ELECTRIC CO. BYLAWS As Amended through August 2, 2016 (August 4th, 2016)
Emerson Electric Co – EMERSONTM (February 3rd, 2016)
Emerson Electric Co – Special Recognition Award - Cash Incentive Program Acceptance Form (November 18th, 2015)

You have been recommended for an award of $350,000, under the Special Recognition Award - Cash Incentive Program, payable in two (2) installments as follows:

Emerson Electric Co – EMERSON ELECTRIC CO. PENSION RESTORATION PLAN (November 18th, 2015)

WHEREAS, Emerson Electric Co. (“Company”) previously adopted the Supplemental Executive Retirement Plan (“Plan”) to provide for the payment of a competitive retirement income and thereby attract and retain selected executives; and

Emerson Electric Co – EMERSON ELECTRIC CO. 3.150% Note Due 2025 (May 20th, 2015)

EMERSON ELECTRIC CO., a Missouri corporation (the “Issuer”), for value received, hereby promises to pay to Cede & Co. or registered assigns, at the agency of the Issuer in The City of New York, New York, the principal sum of FIVE HUNDRED MILLION DOLLARS on June 1, 2025, in immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on June 1 and December 1 of each year (each, an “Interest Payment Date”), commencing December 1, 2015, on said principal sum at said agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from May 21, 2015, until payment of said principal sum has been made or duly provided for; provided, that payment of interest may be made at the option of the Issuer by check mail

Emerson Electric Co – EMERSON ELECTRIC CO. 8000 W. FLORISSANT (May 20th, 2015)
Emerson Electric Co – EMERSON ELECTRIC CO. Debt Securities Underwriting Agreement Standard Provisions May 18, 2015 (May 20th, 2015)

The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the Indenture (the “Indenture”), dated as of December 10, 1998, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (successor to The Bank of New York). The Pricing Agreement, including the provisions incorporated therein by reference, is herein referred to as the “Underwriting Agreement.” Unless otherwise defined herein, terms defined in the Pricing Agreement are used herein as therein defined.

Emerson Electric Co – EMERSON ELECTRIC CO. 2.625% Note Due 2021 (May 20th, 2015)

EMERSON ELECTRIC CO., a Missouri corporation (the “Issuer”), for value received, hereby promises to pay to Cede & Co. or registered assigns, at the agency of the Issuer in The City of New York, New York, the principal sum of FIVE HUNDRED MILLION DOLLARS on December 1, 2021, in immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on June 1 and December 1 of each year (each, an “Interest Payment Date”), commencing December 1, 2015, on said principal sum at said agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from May 21, 2015, until payment of said principal sum has been made or duly provided for; provided, that payment of interest may be made at the option of the Issuer by check

Emerson Electric Co – PAGE ARTICLE I OFFICES; DEFINITIONS 1 Section 1. Registered Office 1 Section 2. Other Offices 1 Section 3. Definitions 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 1. Place of Meeting 1 Section 2. Annual Meeting 1 Section 3. Special Meetings 1 Section 4. Notice of Meetings 2 Section 5. List of Shareholders Entitled to Vote 2 Section 6. Quorum 2 Section 7. Requisite Vote 2 Section 8. Voting 3 Section 9. Notice of Shareholder Business at Annual Meetings 3 ARTICLE III DIRECTORS 4 Section 1. Number; Classification; Nominations; Election; Term of Office 4 Section 2. Filling of Vacancies 5 Sectio (November 5th, 2014)
Emerson Electric Co – CREDIT AGREEMENT (May 2nd, 2014)

THIS CREDIT AGREEMENT, dated as of April 30, 2014, is by and among EMERSON ELECTRIC CO., the LENDERS, the LC ISSUERS and JPMORGAN CHASE BANK, N.A., as Agent. The parties hereto agree as follows:

Emerson Electric Co – Emerson 8000 West Florissant Avenue P.O. Box 4100 St. Louis, MO 63136-8506 USA (February 5th, 2014)
Emerson Electric Co – PAGE ARTICLE I OFFICES; DEFINITIONS 1 Section 1. Registered Office 1 Section 2. Other Offices 1 Section 3. Definitions 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 1. Place of Meeting 1 Section 2. Annual Meeting 1 Section 3. Special Meetings 1 Section 4. Notice of Meetings 2 Section 5. List of Shareholders Entitled to Vote 2 Section 6. Quorum 2 Section 7. Requisite Vote 2 Section 8. Voting 3 Section 9. Notice of Shareholder Business at Annual Meetings 3 ARTICLE III DIRECTORS 4 Section 1. Number; Classification; Nominations; Election; Term of Office 4 Section 2. Filling of Vacancies 5 Sectio (November 12th, 2013)
Emerson Electric Co – EMERSON REACHES AGREEMENT TO SELL MAJORITY INTEREST IN EMBEDDED COMPUTING & POWER BUSINESS TO PLATINUM EQUITY (August 6th, 2013)

With revenue of approximately $1.4 billion in 2012, Emerson's embedded computing and power business, based in Carlsbad, Calif., is a market leader in the design and supply of technologies used in communications and computing equipment and other applications.

Emerson Electric Co – PAGE ARTICLE I OFFICES; DEFINITIONS 1 Section 1. Registered Office 1 Section 2. Other Offices 1 Section 3. Definitions 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 1. Place of Meeting 1 Section 2. Annual Meeting 1 Section 3. Special Meetings 1 Section 4. Notice of Meetings 2 Section 5. List of Shareholders Entitled to Vote 2 Section 6. Quorum 2 Section 7. Requisite Vote 2 Section 8. Voting 3 Section 9. Notice of Shareholder Business at Annual Meetings 3 ARTICLE III DIRECTORS 4 Section 1. Number; Classification; Nominations; Election; Term of Office 4 Section 2. Filling of Vacancies 5 Sectio (April 8th, 2013)
Emerson Electric Co – EMERSON ELECTRIC CO. 2.625% Note Due 2023 (February 19th, 2013)

EMERSON ELECTRIC CO., a Missouri corporation (the “Issuer”), for value received, hereby promises to pay to Cede & Co. or registered assigns, at the agency of the Issuer in The City of New York, New York, the principal sum of FIVE HUNDRED MILLION DOLLARS on February 15, 2023, in immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on February 15 and August 15 of each year (each, an “Interest Payment Date”), commencing August 15, 2013, on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from February 20, 2013, until payment of said principal sum has been made or duly provided for; provided, that payment of interest may be made at the option of t