UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EMERSON ELECTRIC CO. (Registrant) | ||||||
| Date: September 4, 2020 | By: | /s/ John A. Sperino | ||||
| John A. Sperino Vice President and Assistant Secretary | ||||||