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Ametek Inc – ‘10-K’ for 12/31/16 – ‘EX-10.5’

On:  Thursday, 2/23/17, at 12:58pm ET   ·   For:  12/31/16   ·   Accession #:  1193125-17-53600   ·   File #:  1-12981

Previous ‘10-K’:  ‘10-K’ on 2/25/16 for 12/31/15   ·   Next:  ‘10-K’ on 2/22/18 for 12/31/17   ·   Latest:  ‘10-K’ on 2/22/24 for 12/31/23   ·   4 References:   By:  AMETEK, Inc. – Latest ‘10-K’ on 2/22/24 for 12/31/23 By:  AMETEK, Inc. – ‘10-K’ on 2/21/23 for 12/31/22 By:  AMETEK, Inc. – ‘10-K’ on 2/22/22 for 12/31/21 By:  AMETEK, Inc. – ‘10-K’ on 2/18/21 for 12/31/20 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/17  Ametek Inc                        10-K       12/31/16  121:11M                                    Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.19M 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     58K 
 6: EX-10.10    Material Contract                                   HTML    425K 
 7: EX-10.13    Material Contract                                   HTML    162K 
 3: EX-10.3     Material Contract                                   HTML    218K 
 4: EX-10.4     Material Contract                                   HTML    137K 
 5: EX-10.5     Material Contract                                   HTML    151K 
 9: EX-21       Subsidiaries List                                   HTML     99K 
10: EX-23       Consent of Experts or Counsel                       HTML     37K 
 8: EX-12       Statement re: Computation of Ratios                 HTML     48K 
11: EX-31.1     Certification -- §302 - SOA'02                      HTML     40K 
12: EX-31.2     Certification -- §302 - SOA'02                      HTML     40K 
13: EX-32.1     Certification -- §906 - SOA'02                      HTML     36K 
14: EX-32.2     Certification -- §906 - SOA'02                      HTML     36K 
21: R1          Document and Entity Information                     HTML     65K 
22: R2          Consolidated Statement of Income                    HTML     81K 
23: R3          Consolidated Statement of Comprehensive Income      HTML     77K 
24: R4          Consolidated Statement of Comprehensive Income      HTML     50K 
                (Parenthetical)                                                  
25: R5          Consolidated Balance Sheet                          HTML    116K 
26: R6          Consolidated Balance Sheet (Parenthetical)          HTML     51K 
27: R7          Consolidated Statement of Stockholders' Equity      HTML    121K 
28: R8          Consolidated Statement of Stockholders' Equity      HTML     52K 
                (Parenthetical)                                                  
29: R9          Consolidated Statement of Cash Flows                HTML    116K 
30: R10         Significant Accounting Policies                     HTML     71K 
31: R11         Recent Accounting Pronouncements                    HTML     58K 
32: R12         Fair Value Measurements                             HTML     55K 
33: R13         Hedging Activities                                  HTML     47K 
34: R14         Acquisitions                                        HTML     56K 
35: R15         Goodwill and Other Intangible Assets                HTML     74K 
36: R16         Other Consolidated Balance Sheet Information        HTML     63K 
37: R17         Income Taxes                                        HTML    124K 
38: R18         Debt                                                HTML     79K 
39: R19         Share-Based Compensation                            HTML    101K 
40: R20         Retirement Plans and Other Postretirement Benefits  HTML    248K 
41: R21         Guarantees                                          HTML     54K 
42: R22         Contingencies                                       HTML     51K 
43: R23         Leases and Other Commitments                        HTML     40K 
44: R24         Reportable Segments and Geographic Areas            HTML    128K 
                Information                                                      
45: R25         Additional Consolidated Income Statement and Cash   HTML     38K 
                Flow Information                                                 
46: R26         Stockholders' Equity                                HTML     48K 
47: R27         2016 and 2015 Restructuring Charges                 HTML     65K 
48: R28         Quarterly Financial Data                            HTML     73K 
49: R29         Significant Accounting Policies (Policies)          HTML    165K 
50: R30         Significant Accounting Policies (Tables)            HTML     44K 
51: R31         Fair Value Measurements (Tables)                    HTML     52K 
52: R32         Acquisitions (Tables)                               HTML     43K 
53: R33         Goodwill and Other Intangible Assets (Tables)       HTML     70K 
54: R34         Other Consolidated Balance Sheet Information        HTML     63K 
                (Tables)                                                         
55: R35         Income Taxes (Tables)                               HTML    112K 
56: R36         Debt (Tables)                                       HTML     67K 
57: R37         Share-Based Compensation (Tables)                   HTML     94K 
58: R38         Retirement Plans and Other Postretirement Benefits  HTML    233K 
                (Tables)                                                         
59: R39         Guarantees (Tables)                                 HTML     48K 
60: R40         Reportable Segments and Geographic Areas            HTML    121K 
                Information (Tables)                                             
61: R41         2016 and 2015 Restructuring Charges (Tables)        HTML     59K 
62: R42         Quarterly Financial Data (Tables)                   HTML     70K 
63: R43         Significant Accounting Policies - Additional        HTML    104K 
                Information (Detail)                                             
64: R44         Significant Accounting Policies - Number of         HTML     44K 
                Weighted Average Shares (Detail)                                 
65: R45         Fair Value Measurements - Fair Value of Assets      HTML     39K 
                Measured on Recurring Basis (Detail)                             
66: R46         Fair Value Measurements - Additional Information    HTML     41K 
                (Detail)                                                         
67: R47         Fair Value Measurements - Fair Value Disclosures    HTML     44K 
                of Financial Instrument Liabilities (Detail)                     
68: R48         Hedging Activities - Additional Information         HTML     50K 
                (Detail)                                                         
69: R49         Acquisitions - Additional Information (Detail)      HTML     93K 
70: R50         Acquisitions - Allocation of Aggregate Purchase     HTML     56K 
                Price of Acquired Net Assets (Detail)                            
71: R51         Acquisitions - Allocation of Aggregate Purchase     HTML     37K 
                Price of Acquired Net Assets (Parenthetical)                     
                (Detail)                                                         
72: R52         Goodwill Other Intangible Assets - Changes in       HTML     53K 
                Carrying Amounts of Goodwill by Segment (Detail)                 
73: R53         Goodwill and Other Intangible Assets - Other        HTML     59K 
                Intangible Assets (Detail)                                       
74: R54         Goodwill and Intangible Assets - Additional         HTML     62K 
                Information (Detail)                                             
75: R55         Other Consolidated Balance Sheet Information -      HTML     94K 
                Other Consolidated Balance Sheet Information                     
                (Detail)                                                         
76: R56         Income Taxes - Components of Income before Income   HTML     77K 
                Taxes and Details of Provision for Income Taxes                  
                (Detail)                                                         
77: R57         Income Taxes - Components of Deferred Tax (Asset)   HTML     90K 
                Liability (Detail)                                               
78: R58         Income Taxes - Reconciliation of Effective Tax      HTML     55K 
                Rate to U.S. Federal Statutory Rate (Detail)                     
79: R59         Income Taxes - Additional Information (Detail)      HTML    106K 
80: R60         Income Taxes - Reconciliation of Liability for      HTML     50K 
                Uncertain Tax Positions (Detail)                                 
81: R61         Debt - Long-term Debt (Detail)                      HTML     97K 
82: R62         Debt - Long-term Debt (Parenthetical) (Detail)      HTML    113K 
83: R63         Debt - Additional Information (Detail)              HTML     92K 
84: R64         Debt - Additional Information 1 (Detail)            HTML    109K 
85: R65         Debt - Additional Information 2 (Detail)            HTML     65K 
86: R66         Share-Based Compensation - Additional Information   HTML     82K 
                (Detail)                                                         
87: R67         Share-Based Compensation - Total Share-Based        HTML     47K 
                Compensation Expense (Detail)                                    
88: R68         Share-Based Compensation - Weighted Average         HTML     49K 
                Assumptions Used for Estimating Fair Values of                   
                Stock Options Granted (Detail)                                   
89: R69         Share-Based Compensation - Summary of Stock Option  HTML     75K 
                Activity and Related Information (Detail)                        
90: R70         Share-Based Compensation - Summary of Nonvested     HTML     54K 
                Stock Option Activity and Related Information                    
                (Detail)                                                         
91: R71         Share-Based Compensation - Summary of Nonvested     HTML     59K 
                Restricted Stock Activity and Related Information                
                (Detail)                                                         
92: R72         Retirement Plans and Other Postretirement Benefits  HTML    113K 
                - Additional Information (Detail)                                
93: R73         Retirement Plans and Other Postretirement Benefits  HTML    101K 
                - Net Projected Benefit Obligation and Fair Value                
                of Plan Assets for Funded and Unfunded Defined                   
                Benefit Plans (Detail)                                           
94: R74         Retirement Plans and Other Postretirement Benefits  HTML     49K 
                - Accumulated Benefit Obligation ("Abo") (Detail)                
95: R75         Retirement Plans and Other Postretirement Benefits  HTML     45K 
                - Weighted Average Assumptions Used to Determine                 
                Benefit Obligations (Detail)                                     
96: R76         Retirement Plans and Other Postretirement Benefits  HTML     76K 
                - Fair Value of Plan Assets (Detail)                             
97: R77         Retirement Plans and Other Postretirement Benefits  HTML     54K 
                - Fair Value of Plan Assets for Foreign Defined                  
                Benefit Pension Plans (Detail)                                   
98: R78         Retirement Plans and Other Postretirement Benefits  HTML     60K 
                - Summary of Changes of Fair Value of Foreign                    
                Plans' Investments Using Significant Unobservable                
                Inputs (Detail)                                                  
99: R79         Retirement Plans and Other Postretirement Benefits  HTML     52K 
                - Defined Benefit Plan, Plans with Benefit                       
                Obligations in Excess of Plan Assets (Detail)                    
100: R80         Retirement Plans and Other Postretirement Benefits  HTML     59K  
                - Funded Status of Plan and Amounts Recognized in                
                Balance Sheet (Detail)                                           
101: R81         Retirement Plans and Other Postretirement Benefits  HTML     47K  
                - Amounts Recognized in Accumulated Other                        
                Comprehensive Income, Net of Taxes (Detail)                      
102: R82         Retirement Plans and Other Postretirement Benefits  HTML     68K  
                - Components of Net Periodic Pension Benefit                     
                Expense (Income) (Detail)                                        
103: R83         Retirement Plans and Other Postretirement Benefits  HTML     49K  
                - Weighted Average Assumptions Used to Determine                 
                Net Periodic Pension Benefit Expense (Detail)                    
104: R84         Guarantees - Additional Information (Detail)        HTML     42K  
105: R85         Guarantees - Changes in Accrued Product Warranty    HTML     45K  
                Obligation (Detail)                                              
106: R86         Contingencies - Additional Information (Detail)     HTML     64K  
107: R87         Leases and Other Commitments - Additional           HTML     65K  
                Information (Detail)                                             
108: R88         Reportable Segments and Geographic Areas            HTML     37K  
                Information - Additional Information (Detail)                    
109: R89         Reportable Segments and Geographic Areas            HTML     97K  
                Information - Reportable Segment Financial                       
                Information (Detail)                                             
110: R90         Reportable Segments and Geographic Areas            HTML     37K  
                Information - Reportable Segment Financial                       
                Information (Parenthetical) (Detail)                             
111: R91         Reportable Segments and Geographic Areas            HTML     73K  
                Information - Information about Company's                        
                Operations in Different Geographic Areas (Detail)                
112: R92         Reportable Segments and Geographic Areas            HTML     38K  
                Information - Information about Company's                        
                Operations in Different Geographic Areas                         
                (Parenthetical) (Detail)                                         
113: R93         Additional Consolidated Income Statement and Cash   HTML     44K  
                Flow Information - Additional Information (Detail)               
114: R94         Stockholders' Equity - Additional Information       HTML     58K  
                (Detail)                                                         
115: R95         2016 and 2015 Restructuring Charges - Additional    HTML     62K  
                Information (Detail)                                             
116: R96         2016 and 2015 Restructuring Charges - Schedule of   HTML     61K  
                Accrued Liabilities in Company's Consolidated                    
                Balance Sheet Included Amounts Related to                        
                Restructuring Charges (Detail)                                   
117: R97         Quarterly Financial Data - Quarterly Financial      HTML     58K  
                Data (Detail)                                                    
118: R98         Quarterly Financial Data - Quarterly Financial      HTML     50K  
                Data (Parenthetical) (Detail)                                    
120: XML         IDEA XML File -- Filing Summary                      XML    219K  
119: EXCEL       IDEA Workbook of Financial Reports                  XLSX    136K  
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121: ZIP         XBRL Zipped Folder -- 0001193125-17-053600-xbrl      Zip    277K  

Exhibit 10.5

AMETEK, INC.

2004 EXECUTIVE DEATH BENEFIT PLAN

Amended and Restated Effective January 1, 2017

TABLE OF CONTENTS

ARTICLE 1.  PURPOSE AND EFFECTIVE DATE

This AMETEK, Inc., 2004 Executive Death Benefit Plan (the “Plan”) is intended to provide an additional benefit to a select group of management and highly compensated employees of AMETEK, Inc., and certain of its subsidiaries, either in the form of a Retirement Benefit (as set forth in Article 4) or in the form of a Death Benefit (as set forth in Article 5), but not both. If a Participant retires from the Company after attaining early or normal retirement eligibility, he will receive a Retirement Benefit equal to the value of an Account maintained for the Participant under the Plan. In contrast, if a Participant dies while actively employed by the Company and otherwise eligible to participate in the Plan (or after suffering a disability but before attaining eligibility for normal retirement), his Beneficiary(ies) will receive a Death Benefit in the form of fixed monthly installment payments until the month during which the Participant would have attained age 80.

The Retirement Benefit and the Death Benefit are mutually exclusive: no Death Benefit will be paid on behalf of a Participant who receives a Retirement Benefit, and no Retirement Benefit will be paid on behalf of a Participant if a Death Benefit is paid on that Participant’s behalf. A Participant who Separates from Service (not on account of his death or Disability) before attaining early or normal retirement eligibility will not receive any benefit under the Plan and no Plan benefit will be paid on his behalf, unless the Participant is involuntarily terminated within two years following a Change in Control of the Company.

The Plan is effective as of January 1, 2004, although this amendment and restatement is effective January 1, 2017. Because no benefits under the Plan were vested as of December 31, 2004, no benefits under the Plan are treated as grandfathered for purposes of section 409A of the Code.

ARTICLE 2.  DEFINITIONS AND CONSTRUCTION

For the purpose of this Plan, the following terms shall have the meanings set forth below, unless the context clearly indicates otherwise:

For purposes of this Section 2.01(e), no acquisition, either directly or indirectly, by the Participant, his affiliates and associates, the Company, any subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such employee benefit plan shall constitute a Change in Control.

For purposes of this Section 2.01(e), the following terms shall have the meanings set forth below:

For purposes of the Plan, unless the contrary is clearly indicated by the context,

ARTICLE 3.  ELIGIBILITY AND PARTICIPATION

Eligibility to participate in the Plan shall be limited to that select group of management and/or highly compensated employees of the Company whom the Committee designated as eligible to participate in the Plan as of January 1, 2004. Eligibility and participation shall be frozen to new participants after that date.

If the Committee determines that a Participant’s position is no longer at a level that warrants reward through participation in this Plan, but does not terminate the Participant’s employment with Company, the Participant shall become a Limited Participant whose benefits under this Plan shall be limited to the Account balance as of the date so specified by the Committee, which shall be adjusted each subsequent year that the Participant remains an active employee of the Company (and does not again become employed in a position that warrants full participation in the Plan) by the lesser of (a) the amount of the Annual Allocation that the Participant would have received had he remained in his former position or (b) the interest that the Participant would have received had he terminated his employment.

If the Committee determines that a Participant’s position has risen to a level that warrants additional reward under the Plan, the Committee may, in its sole discretion, adjust the Participant’s benefits under this Plan pursuant to Section 4.02(a)(1) by increasing the Participant’s Percentage Allocation for that Plan Year and any subsequent year.

If the Committee, in its sole discretion, determines that the Participant no longer qualifies as a member of a select group of management or highly compensated employees, as determined in accordance with ERISA, the Committee may, in its sole discretion, take such action as it deems necessary to preserve the status of the Plan as a “top hat” plan under ERISA.

ARTICLE 4.  RETIREMENT BENEFIT

A Participant’s Retirement Benefit under the Plan shall be equal to the value of an Account that shall be maintained for his benefit on the Company’s records. A Participant’s Account shall be only hypothetical in nature, and nothing in this Plan shall be construed to grant any rights or interests in any asset of the Company, including the Life Insurance Policies, to any Participant. The Life Insurance Policies (even if payable on the death of the Participant) are used solely as a method to measure the Annual Allocations to be added to Participants’ accounts. The Participants shall at all times remain general, unsecured creditors of the Company with respect to the benefits payable under this Plan.

The Retirement Benefit under the Plan is mutually exclusive with the Death Benefit under the Plan (which is described in Article 5). No Retirement Benefit shall be paid to or on behalf of any Participant if a Death Benefit has been or will be paid on behalf of such Participant.

The Company shall maintain a hypothetical account on behalf of each Participant in the Plan. The opening balance in each Participant’s Account shall be zero dollars, and the balance in each Participant’s Account shall increase or decrease each year as follows—

The amount of the Annual Allocation for each Participant entitled to receive an Annual Allocation shall be the product of the Participant’s Percentage Allocation and the Aggregate Policy Gain for the Plan Year that ends on the applicable Determination Date. For this purpose—

If an individual ceases to be eligible to receive an Annual Addition (by reason of Separation from Service, death, or otherwise), his Percentage Allocation for all years after he ceases to be eligible to receive an Annual Addition shall revert to the Company and shall not be reallocated among some or all of the remaining Plan Participants unless the Committee determinates that a reallocation is appropriate.

(By way of example: if the anniversary date of a Life Insurance Policy is December 28th, the gain/loss on the policy will be determined as of each December 27th; the amount of that gain/loss shall be added to the gain/loss of all other listed policies to determine the Aggregate Policy Gain on December 31st, the end of the Plan Year. Such amount will then be used to determine the Annual Allocation as of December 31st. If, in that same year, a death benefit of $500,000 has been paid to the Company as a result of the death of an insured Participant, the cash value on that Participant’s policy as of the most recent Determination Date was $100,000, the Participant’s Account balance at that time was $50,000, and the Committee determines that, under the terms of this Plan, the beneficiaries of that Participant are entitled to a benefit of $300,000 on a present value basis, then $150,000 shall be included in the Aggregate Policy Gain.)

Any Annual Allocations, interest, and distributions shall be credited to (or debited from) the appropriate Account at the time and as provided by the Committee. Any withholding of taxes or other amounts that is, in the discretion of the Committee, required by local, state or federal law shall be withheld from amounts otherwise payable to the Participant to the maximum extent possible, and any remaining amount shall reduce the amount credited to the Participant’s Account in a manner specified by the Committee.

Each Participant shall become 100% vested in his Account upon the earliest to occur of the following—

A Participant whose employment terminates for any reason before he has become 100% vested in his Account in accordance with this Section 4.04 (including the Participant’s death while actively employed by the Company (as other than a Limited Participant) or while disabled and not yet eligible for Normal Retirement) shall forfeit his entire interest in his Account. If a Participant dies while actively employed by the Company, he shall receive a Death Benefit pursuant to Article 5, except that a Participant who dies while actively employed by the Company as a Limited Participant shall receive a Retirement Benefit pursuant to Section 3.02 and not a Death Benefit.

The Committee shall give to each Participant a statement showing the balance in the Participant’s Account on an annual basis.

ARTICLE 5.  DEATH BENEFIT

A Participant’s Death Benefit under the Plan shall be a series of equal monthly installment payments that are payable if the Participant dies (a) while actively employed by the Company if the Participant is not a Limited Participant at the time of his death or (b) before reaching eligibility for Normal Retirement if the Participant has a Disability. A Participant’s right to a Death Benefit shall not be construed to grant any rights or interests in any asset of the Company, including the Life Insurance Policies, to any Participant. The Life Insurance Policies (even if payable on the Participant’s death) are used solely as a method to measure the Annual Allocations to be added to Participants’ Accounts for purposes of valuing their Retirement Benefits and have no relationship with the Death Benefit provided under the Plan. The Participants shall at all times remain general, unsecured creditors of the Company with respect to the benefits payable under this Plan.

The Death Benefit under the Plan is mutually exclusive with the Retirement Benefit under the Plan (as described in Article 4). No Death Benefit shall be paid on behalf of any Participant if a Retirement Benefit has been or will be paid to or on behalf of such Participant.

The Death Benefit payable upon the death of a Participant shall be a monthly benefit equal to either--

in each case, beginning in the month after the month during which the Participant dies and ending in the month during which the Participant would have attained age eighty (80). The amount of a Participant’s Death Benefit shall be identified for the Participant in a separate writing at the time he commences participation in the Plan. Once the amount of a Participant’s Death Benefit is established, it shall not be changed unless the Participant is notified in writing.

Each Participant shall become 100% vested in his Death Benefit upon his death (a) while actively employed by the Company if the Participant is not a Limited Participant at the time of his death or (b) before reaching eligibility for Normal Retirement if the Participant has a Disability.

ARTICLE 6.  PAYMENT OF PLAN BENEFITS

The Death Benefit payable on behalf of a Participant shall be paid monthly beginning on the first day of the month coincident with or next following the date on which the Participant dies.

The Retirement Benefit payable to any Participant shall be paid in a lump sum unless the Participant elects to receive his Retirement Benefit in annual installments or in the form of a lump sum on a date later than the date provided under Section 6.01(a)(1) or Section 6.01(a)(2) and such election—

If the Participant dies after his retirement under this Plan, the Company shall pay to the Participant’s Beneficiaries the remaining unpaid Account balance at the same time and in the same manner as if the Participant had survived.

The Death Benefit payable on behalf of any Participant shall be paid in equal monthly installments that begin as provided in Section 6.01(b) and end in the month in which the Participant would have attained age 80.

A payment is treated as being made on the date that it is due under the Plan if the payment is made (a) no earlier than thirty (30) days before the due date specified by the Plan or (b) on a date later than the due date specified by the Plan that is either (1) in the same Plan Year (for a payment whose specified due date is on or before September 30) or (2) by the fifteenth

(15th) day of the third calendar month following the date specified by the Plan (for a payment whose specified due date is on or after October 1).

The Company shall withhold from any payment made pursuant to this Plan any taxes the Company reasonably believes are required to be withheld from such payments under local, state, or federal law.

If a Plan benefit is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of the property, the Committee may direct payment to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Committee may require proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution. Such distribution shall completely discharge the Committee and Company from all liability with respect to such benefit.

The full payment of the applicable benefit under this Article 6 shall completely discharge all obligations on the part of the Company to the Participant (and the Participant’s Beneficiary) with respect to the operation of this Plan, and the Participant’s (and Participant’s Beneficiary’s) rights under this Plan shall terminate.

ARTICLE 7.  BENEFICIARY DESIGNATION

Each Participant shall have the right, at any time prior to complete distribution of the Participant’s vested Account, to designate one (1) or more persons or entity as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of the Participant’s death. Each Beneficiary designation shall be in a written form prescribed by the Committee and shall be effective only if filed with the Committee during the Participant’s lifetime.

Any Beneficiary designation may be changed without the consent of the previously named Beneficiary by the filing of a new Beneficiary designation with the Committee during the Participant’s lifetime.

If any Participant fails to designate a Beneficiary in the manner provided above, if the designation is void, or if the Beneficiary designated by a deceased Participant dies before the Participant or before complete distribution of the Participant’s benefits, the Participant’s Beneficiary shall be the person in the first of the following classes in which there is a survivor:

ARTICLE 8.  ADMINISTRATION

This Plan shall be administered by the Committee, which shall consist of not less than three (3) persons, who may also be Participants in this Plan, and are named as the initial Committee in this Plan or as subsequently appointed by the Board or its delegee, except in the event of a Change in Control as provided in Section 8.05 below. The Committee shall have the full discretionary authority to (a) make, amend, interpret and enforce all appropriate rules and regulations for the administration of the Plan and decide or resolve any and all questions, including interpretations of the Plan, as they may arise in such administration, and (b) establish and maintain an investment policy for the Life Insurance Policies, select appropriate investment options to implement the investment policy, monitor the performance of such investment options, and change the selection of investment options from time to time in a manner consistent with the objectives of the investment policy. A Committee member who is also a Participant in this Plan shall be prohibited from voting on any matter which may, in the opinion of the balance of the Committee, directly affect the Committee member’s rights or benefits under this Plan. A majority vote of the Committee members permitted to vote shall control any decision.

The Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company.

The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.

The Company shall indemnify and hold harmless the members of the Committee against any and all claims, loss, damage, expense (including counsel fees) or liability (including any amounts paid in settlement of any claim or any other matter with the consent of the Board) arising from any action or failure to act with respect to this Plan on account of such member’s service on the Committee, except in the case of gross negligence or willful misconduct.

After a Change in Control, vacancies on the Committee shall be filled by majority vote of the remaining Committee members and Committee members may be removed only by such a vote. If no Committee members remain, a new Committee shall be elected by majority vote of the Participants in the Plan immediately preceding such Change in Control. No amendment shall be made to Article 8 or other Plan provisions regarding Committee authority with respect to the Plan without prior approval by the Committee.

ARTICLE 9.  CLAIMS PROCEDURE

Any person or entity claiming a benefit under the Plan (hereinafter referred to as “Claimant”) shall present the request in writing to the Corporate Human Resources Department, which shall respond in writing as soon as practical, but not later than ninety (90) days after receipt of the claim, unless the Corporate Human Resources Department notifies the Claimant that special circumstances require an additional period of time (not to exceed 90 days) to review the claim properly.

If the claim or request is denied, the written notice of denial shall state:

Any Claimant whose claim or request is denied or who has not received a response within the time limits set forth above may request a review by notice given in writing to the Committee. Such request must be made within sixty (60) days after receipt by the Claimant of the written notice of denial, or, in the event Claimant has not received a timely response, within 60 days after the date the Corporate Human Resources Department was required to respond to the claim under Section 9.01. The claim or request shall be reviewed by the Committee which may, but shall not be required to, grant the Claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.

The decision on review shall normally be made within sixty (60) days after the Committee’s receipt of claimant’s claim or request. If an extension of time is required for a hearing or other special circumstances, the Claimant shall be notified and the time limit shall be one hundred twenty (120) days. The decision shall be in writing and shall state the reasons and the relevant Plan provisions. All decisions on review shall be final and bind all parties concerned.

To the extent required by law, the Committee shall develop alternative claims procedures that shall apply with respect to claims for Disability benefits.

ARTICLE 10.  AMENDMENT AND TERMINATION OF PLAN

The Committee may at any time amend the Plan by written instrument executed by all Committee members, notice of which shall be given to all Participants and to any Beneficiary receiving installment payments, subject to the following:

ARTICLE 11.  MISCELLANEOUS

Each account and investment established under the Plan shall be hypothetical in nature and shall be maintained for bookkeeping purposes only. The accounts established under the Plan shall hold no actual funds or assets. Any liability of the Company to any Participant, former Participant, or Beneficiary with respect to a right to payment shall be based solely upon contractual obligations created by the Plan. Neither the Company, the Board, nor any other person shall be deemed to be a trustee of any amounts to be paid under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between or among the Company, a Participant, or any other person.

The Company shall not be required to fund any obligations under the Plan. Except as provided in Section 11.03, any assets that may be accumulated by the Company to meet its obligations under the Plan shall for all purposes be part of the general assets of the Company. To the extent that any Participant or Beneficiary acquires a right to receive payments under the Plan for which the Company is liable, such rights shall be no greater than the rights of any unsecured general creditor of the Company.

The Company shall be responsible for the payment of all benefits provided under the Plan. Before a Change in Control, at its discretion, the Company may establish one (1) or more trusts, with such trustees as the Committee may approve, for the purpose of assisting in the payment of such benefits. Following a Change in Control, the Company shall establish one (1) or more trusts, with such trustees as the Committee may approve, for the purpose of assisting in the payment of such benefits, and shall fund such trust with the full amount necessary to pay all benefits that are reasonably expected to be payable under the Plan. Although such a trust may be irrevocable, its assets shall be held for payment of all of the Company’s general creditors in the event of insolvency and shall not be located or transferred outside of the United States. To the extent any benefits provided under the Plan are paid from any such trust, the Company shall have no further obligation to pay them. If not paid from the trust, such benefits shall remain the obligation of Company. No assets of the trust or the Company shall become restricted to provide benefits under the Plan in connection with a change in the Company’s financial health.

Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event

of a Participant’s or any other person’s bankruptcy or insolvency, except that the Committee may recognize a domestic relations order in accordance with procedures that it may establish for this purpose.

This Plan shall not constitute a contract of employment between Company and the Participant. Nothing in this Plan shall give a Participant the right to be retained in the service of Company or to interfere with the right of the Company to discipline or discharge a Participant at any time.

A Participant will cooperate with the Company by furnishing any and all information requested by the Company, in order to facilitate the payment of benefits hereunder, and by taking such physical examinations as the Company may deem necessary and taking such other action as may be requested by the Company.

The Plan shall be construed and enforced in accordance with applicable federal law and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania (without regard to the legislative or judicial conflict of laws rules of any state or other jurisdiction).

If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity, or unenforceability shall not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect. In addition, if any provision of the Plan shall be found to violate section 409A of the Code or otherwise result in benefits under the Plan being subject to income tax prior to distribution, such provision shall be void and unenforceable, and the Plan shall be administered without regard to such provision.

Headings are inserted in this Plan for convenience of reference only and are to be ignored in the construction of the provisions of the Plan.

Any notice required or permitted under the Plan shall be sufficient if in writing and hand delivered or sent by registered mail, certified mail, or reputable overnight delivery service. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail or overnight delivery, as of the date shown on the postmark on the receipt for registration or certification or on the records of the overnight delivery company. Mailed notice to the Committee shall be directed to the Company’s address. Mailed notice to a Participant or Beneficiary shall be directed to the individual’s last known address in Company’s records.

The provisions of this Plan shall bind and inure to the benefit of Company and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of Company, and successors of any such corporation or other business entity.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
Filed on:		2/23/17		4
		2/14/17		4,  SC 13G/A
		1/1/17		3
For Period end:		12/31/16		11-K,  4,  SD
		12/31/04		10-K,  10-K/A,  11-K,  4,  5
		1/1/04
				List all Filings

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4 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/24 AMETEK, Inc. 10-K 12/31/23 119:13M 2/21/23 AMETEK, Inc. 10-K 12/31/22 112:14M 2/22/22 AMETEK, Inc. 10-K 12/31/21 113:14M 2/18/21 AMETEK, Inc. 10-K 12/31/20 116:14M

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Filing Submission 0001193125-17-053600   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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