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Ferguson plc – ‘10-K’ for 7/31/23 – ‘EX-10.47’

On: Tuesday, 9/26/23, at 4:27pm ET · For: 7/31/23 · Accession #: 1832433-23-66 · File #: 1-40066

Previous ‘10-K’: ‘10-K’ on 9/27/22 for 7/31/22 · Latest ‘10-K’: This Filing · 15 References:

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

 9/26/23  Ferguson plc                      10-K        7/31/23  152:16M

Annual Report — Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.99M 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     85K 
 3: EX-10.21    Material Contract                                   HTML   1.35M 
 4: EX-10.22    Material Contract                                   HTML    183K 
 5: EX-10.23    Material Contract                                   HTML    245K 
 6: EX-10.24    Material Contract                                   HTML     43K 
 7: EX-10.25    Material Contract                                   HTML     41K 
 8: EX-10.26    Material Contract                                   HTML     39K 
 9: EX-10.27    Material Contract                                   HTML     44K 
10: EX-10.28    Material Contract                                   HTML     41K 
11: EX-10.29    Material Contract                                   HTML    209K 
12: EX-10.30    Material Contract                                   HTML     41K 
13: EX-10.31    Material Contract                                   HTML     41K 
14: EX-10.32    Material Contract                                   HTML    311K 
15: EX-10.33    Material Contract                                   HTML    378K 
16: EX-10.34    Material Contract                                   HTML    154K 
17: EX-10.35    Material Contract                                   HTML    189K 
18: EX-10.39    Material Contract                                   HTML    120K 
19: EX-10.40    Material Contract                                   HTML    120K 
20: EX-10.41    Material Contract                                   HTML    120K 
21: EX-10.42    Material Contract                                   HTML    120K 
22: EX-10.43    Material Contract                                   HTML    119K 
23: EX-10.44    Material Contract                                   HTML     73K 
24: EX-10.45    Material Contract                                   HTML     68K 
25: EX-10.46    Material Contract                                   HTML     39K 
26: EX-10.47    Material Contract                                   HTML     66K 
27: EX-10.48    Material Contract                                   HTML     42K 
28: EX-10.49    Material Contract                                   HTML     46K 
29: EX-21.1     Subsidiaries List                                   HTML     93K 
30: EX-23.1     Consent of Expert or Counsel                        HTML     36K 
31: EX-23.2     Consent of Expert or Counsel                        HTML     36K 
36: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     66K 
                Awarded Compensation                                             
32: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
33: EX-31.2     Certification -- §302 - SOA'02                      HTML     41K 
34: EX-32.1     Certification -- §906 - SOA'02                      HTML     38K 
35: EX-32.2     Certification -- §906 - SOA'02                      HTML     38K 
42: R1          Cover                                               HTML    102K 
43: R2          Audit Information                                   HTML     42K 
44: R3          Consolidated Statements of Earnings                 HTML    140K 
45: R4          Consolidated Statements of Comprehensive Income     HTML     62K 
46: R5          Consolidated Statements of Comprehensive Income     HTML     39K 
                (Parenthetical)                                                  
47: R6          Consolidated Balance Sheets                         HTML    147K 
48: R7          Consolidated Balance Sheets (Parenthetical)         HTML     52K 
49: R8          Consolidated Statements of Shareholders? Equity     HTML     81K 
50: R9          Consolidated Statements of Shareholders? Equity     HTML     38K 
                (Parenthetical)                                                  
51: R10         Consolidated Statements of Cash Flows               HTML    143K 
52: R11         Summary of significant accounting policies          HTML     94K 
53: R12         Revenue and segment information                     HTML    105K 
54: R13         Earnings per share                                  HTML     63K 
55: R14         Income tax                                          HTML    125K 
56: R15         Property, plant and equipment                       HTML     49K 
57: R16         Leases                                              HTML     70K 
58: R17         Goodwill                                            HTML     53K 
59: R18         Other intangible assets                             HTML     59K 
60: R19         Debt                                                HTML     81K 
61: R20         Fair value measurements                             HTML     51K 
62: R21         Commitment and contingencies                        HTML     40K 
63: R22         Accumulated other comprehensive loss                HTML     68K 
64: R23         Retirement benefit obligations                      HTML    176K 
65: R24         Shareholders? equity                                HTML     66K 
66: R25         Share-based compensation                            HTML     66K 
67: R26         Acquisitions                                        HTML     85K 
68: R27         Discontinued operations and disposals               HTML     54K 
69: R28         Related party transactions                          HTML     42K 
70: R29         Summary of significant accounting policies          HTML    140K 
                (Policies)                                                       
71: R30         Summary of significant accounting policies          HTML     83K 
                (Tables)                                                         
72: R31         Revenue and segment information (Tables)            HTML    100K 
73: R32         Earnings per share (Tables)                         HTML     62K 
74: R33         Income tax (Tables)                                 HTML    127K 
75: R34         Property, plant and equipment (Tables)              HTML     52K 
76: R35         Leases (Tables)                                     HTML     73K 
77: R36         Goodwill (Tables)                                   HTML     55K 
78: R37         Other intangible assets (Tables)                    HTML     63K 
79: R38         Debt (Tables)                                       HTML     66K 
80: R39         Fair value measurements (Tables)                    HTML     46K 
81: R40         Accumulated other comprehensive loss (Tables)       HTML     69K 
82: R41         Retirement benefit obligations (Tables)             HTML    181K 
83: R42         Shareholders? equity (Tables)                       HTML     60K 
84: R43         Share-based compensation (Tables)                   HTML     61K 
85: R44         Acquisitions (Tables)                               HTML     85K 
86: R45         Discontinued operations and disposals (Tables)      HTML     55K 
87: R46         Summary of significant accounting policies -        HTML     51K 
                Narrative (Details)                                              
88: R47         Summary of significant accounting policies -        HTML     38K 
                Advertising and Marketing Costs (Details)                        
89: R48         Summary of significant accounting policies - Cash   HTML     46K 
                and Cash Equivalents (Details)                                   
90: R49         Summary of significant accounting policies -        HTML     56K 
                Useful Life of Intangible Assets (Details)                       
91: R50         Summary of significant accounting policies -        HTML     53K 
                Useful Life of PPE (Details)                                     
92: R51         Revenue and segment information - Narrative         HTML     43K 
                (Details)                                                        
93: R52         Revenue and segment information - Items not         HTML     77K 
                Allocated (Details)                                              
94: R53         Revenue and segment information - Disaggregation    HTML     60K 
                of Net Sales (Details)                                           
95: R54         Revenue and segment information - Depreciation and  HTML     54K 
                Amortization (Details)                                           
96: R55         Revenue and segment information - Identifiable      HTML     53K 
                Assets (Details)                                                 
97: R56         Earnings per share (Details)                        HTML    103K 
98: R57         Income tax - Earnings Before Income Tax (Details)   HTML     51K 
99: R58         Income tax - Provision for Income Taxes (Details)   HTML     62K 
100: R59         Income tax - Reconciliation of Income Tax Expense   HTML     76K  
                (Details)                                                        
101: R60         Income tax - Deferred Tax Assets and Liabilities    HTML     73K  
                (Details)                                                        
102: R61         Income tax - Narrative (Details)                    HTML     63K  
103: R62         Income tax - Unrecognized Tax Benefits (Details)    HTML     48K  
104: R63         Property, plant and equipment - Schedule of PPE     HTML     56K  
                (Details)                                                        
105: R64         Property, plant and equipment - Narrative           HTML     39K  
                (Details)                                                        
106: R65         Leases - Assets and Liabilities (Details)           HTML     44K  
107: R66         Leases - Lease Cost (Details)                       HTML     45K  
108: R67         Leases - Lease Term and Weighted Average Discount   HTML     41K  
                Rate (Details)                                                   
109: R68         Leases - Maturity Payments (Details)                HTML     55K  
110: R69         Leases - Supplemental Cash Flow Information         HTML     41K  
                (Details)                                                        
111: R70         Leases - Narrative (Details)                        HTML     41K  
112: R71         Goodwill - Narrative (Details)                      HTML     39K  
113: R72         Goodwill - Goodwill Rollforward (Details)           HTML     54K  
114: R73         Other intangible assets - Schedule of Finite-Lived  HTML     55K  
                Intangible Assets (Details)                                      
115: R74         Other intangible assets - Narrative (Details)       HTML     49K  
116: R75         Other intangible assets - Future Amortization       HTML     52K  
                (Details)                                                        
117: R76         Debt - Schedule of Debt (Details)                   HTML     91K  
118: R77         Debt - Narrative (Details)                          HTML    116K  
119: R78         Debt - Maturities (Details)                         HTML     57K  
120: R79         Fair value measurements - Narrative (Details)       HTML     45K  
121: R80         Fair value measurements - Debt Measured at Fair     HTML     48K  
                Value (Details)                                                  
122: R81         Accumulated other comprehensive loss - Change in    HTML     62K  
                AOCI (Details)                                                   
123: R82         Accumulated other comprehensive loss -              HTML     60K  
                Reclassification Out of AOCI (Details)                           
124: R83         Retirement benefit obligations - Funded Status      HTML     69K  
                (Details)                                                        
125: R84         Retirement benefit obligations - Narrative          HTML     62K  
                (Details)                                                        
126: R85         Retirement benefit obligations - Non-Current Asset  HTML     43K  
                and Liability in Balance Sheet (Details)                         
127: R86         Retirement benefit obligations - AOCI (Details)     HTML     43K  
128: R87         Retirement benefit obligations - OCI (Details)      HTML     48K  
129: R88         Retirement benefit obligations - Net Periodic Cost  HTML     68K  
                (Details)                                                        
130: R89         Retirement benefit obligations - Asset Allocation   HTML     48K  
                (Details)                                                        
131: R90         Retirement benefit obligations - Fair Value of      HTML    111K  
                Plan Assets UK and Canada (Details)                              
132: R91         Retirement benefit obligations - Level 3 Fair       HTML     55K  
                Value Inputs (Details)                                           
133: R92         Retirement benefit obligations - Future Benefit     HTML     50K  
                Payment Obligations (Details)                                    
134: R93         Shareholders? equity - Summary of Share Activity    HTML     64K  
                (Details)                                                        
135: R94         Shareholders? equity - Narrative (Details)          HTML     49K  
136: R95         Share-based compensation - Narrative (Details)      HTML     90K  
137: R96         Share-based compensation - Summary of Awards        HTML     74K  
                (Details)                                                        
138: R97         Share-based compensation - Summary of Time Vested,  HTML     52K  
                Performance Vested and Long-Term Incentive Awards                
                (Details)                                                        
139: R98         Share-based compensation - Schedule of Expense      HTML     41K  
                (Details)                                                        
140: R99         Acquisitions - Businesses Acquired (Details)        HTML     58K  
141: R100        Acquisitions - Schedule of Assets and Liabilities   HTML     78K  
                Acquired (Details)                                               
142: R101        Acquisitions - Narrative (Details)                  HTML     50K  
143: R102        Acquisitions - Net Cash Outflow (Details)           HTML     47K  
144: R103        Acquisitions - Pro Forma (Details)                  HTML     39K  
145: R104        Discontinued operations and disposals - Schedule    HTML     72K  
                of Discontinued Operations (Details)                             
146: R105        Discontinued operations and disposals - Narrative   HTML     54K  
                (Details)                                                        
147: R106        Related party transactions (Details)                HTML     41K  
150: XML         IDEA XML File -- Filing Summary                      XML    229K  
148: XML         XBRL Instance -- ferg-20230731_htm                   XML   2.63M  
149: EXCEL       IDEA Workbook of Financial Report Info              XLSX    214K  
38: EX-101.CAL  XBRL Calculations -- ferg-20230731_cal               XML    333K 
39: EX-101.DEF  XBRL Definitions -- ferg-20230731_def                XML    735K 
40: EX-101.LAB  XBRL Labels -- ferg-20230731_lab                     XML   2.13M 
41: EX-101.PRE  XBRL Presentations -- ferg-20230731_pre              XML   1.36M 
37: EX-101.SCH  XBRL Schema -- ferg-20230731                         XSD    237K 
151: JSON        XBRL Instance as JSON Data -- MetaLinks              639±   956K  
152: ZIP         XBRL Zipped Folder -- 0001832433-23-000066-xbrl      Zip   1.39M

‘EX-10.47’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

C: C:

Document

Exhibit 10.47

FERGUSON ENTERPRISES INC. EXECUTIVE LIFE INSURANCE PLAN II

PLAN DOCUMENT

ARTICLE I

INTRODUCTION

1.1 Purpose of Plan. The purpose of the Ferguson Enterprises Inc. Executive Life Insurance Plan II (the “Plan”) is to provide Participants (as defined below) with life insurance coverage pursuant to which each such Participant (or trustee or other permitted transferee) shall be the owner of applicable life insurance Policy (as defined below).

1.2 Nature of Plan. This Plan is intended to constitute an employee welfare benefit plan under the Employee Retirement Income Security Act of 1974 (“ERISA”).

ARTICLE II

DEFINITIONS AND CONSTRUCTION

2.1 Definitions. For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or items shall have the following indicated meanings:

(a) “Administrator” shall mean the committee as may be appointed from time to time by the Board to supervise administration of the Plan.

(b) “Board” shall mean the board of directors of the Ferguson Enterprises, Inc.

(c) “Cash Surrender Value” shall mean an amount that equals, at any specified time, the cash surrender value available with respect to the Policy.

(d) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(e) “Company” shall mean Ferguson Enterprises Inc., or any of its subsidiaries and/or affiliates (1) approved to adopt this Plan by Ferguson Enterprises, Inc., and (2) affirmatively electing to adopt the Plan.

(f) “Effective Date” shall mean January 1, 2006.

(g) “Insurer” shall mean New York Life Insurance & Annuity Corporation and/or such other carrier(s) as the Administrator, in its sole discretion, may select for purposes of providing insurance under this Plan.

(h) “Participant” shall mean a highly compensated or management employee of the Company selected by the Administrator, in its sole discretion, to participate in the Plan in accordance with Section 3.1.

(i) “Participant’s Death Benefit” shall mean a death benefit under the Policy purchased on such Participant’s life that is equal to the amount corresponding to such

Participant’s category, as shown on Schedule 1 attached hereto, as same may amended from time to time.

(j) “Plan Year” shall mean the twelve (12) month period commencing on January 1, 2006 and every twelve (12) month period commencing thereafter.

(k) “Policy” shall mean any and all life insurance policies purchased on the Participant’s life, pursuant to this Plan, as determined in the sole discretion of the Administrator.

(l) “Policy Year” shall mean the twelve (12) month period commencing on the date the Policy is issued by the Insurer, and every twelve (12) month period commencing thereafter.

2.2 Construction. The masculine gender, where appearing in the Plan, shall include the feminine gender (and vice versa), and the singular shall include the plural, unless the context clearly indicates to the contrary. Headings and subheadings are for the purpose of reference only and are not to be considered in the construction of this Plan. If any provision of this Plan is determined to be for any reason invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE III

PARTICIPATION IN THE PLAN

3.1 Selection of Participants. Participation in this Plan shall be limited to a select group of management or highly compensated employees employed by the Company. From this “select group,” the Administrator shall designate the employees who are eligible to participate in this Plan. All such designations shall be within the unfettered discretion of the Administrator and shall be revocable, in its unfettered discretion, at any time. No employee shall have the right to participate in this Plan until such time as the employee has been formally designated as a Participant by the Administrator. The Administrator shall determine the effective date of a Participant’s participation in the Plan. In no event will an employee become a Participant in the Plan prior to the issuance of a Policy on the employee’s life. Participation in the Plan shall terminate in accordance with Article V.

3.2 Classification of Participants. The Administrator shall, prior to implementation of this Plan, classify each Participant in accordance with Schedule I. The classification shall determine the amount of each Participant’s Death Benefit. All such classifications shall be within the unfettered discretion of the Administrator and shall be subject to modification, in its unfettered discretion, at any time. The Administrator reserves the absolute right, in its sole discretion, to add new Participants to a group, to modify classifications with respect to the entire group, some portion of the group, or on an individual basis. In modifying any classification(s), the Administrator shall have the absolute right to use any criteria or basis it so chooses and shall not be required to consider the title of a Participant.

ARTICLE IV

OWNERSHIP AND FUNDING OF POLICY

4.1 Acquisition of Policy. The Participant (or trustee or other permitted transferee) and the Administrator shall cooperate in applying for and obtaining the Policy. The Policy shall be issued to the Participant (or trustee or other permitted transferee) as the owner.

4.2 Future Actions. The Participant (or trustee or other permitted transferee) and the Administrator agree that they will take all necessary action to cause the Insurer to issue the Policy to conform to the provisions of this Plan.

4.3 Premium Payment. Until the occurrence of a Termination Event (as defined in Article V), the Company shall pay to the Insurer each Policy Year on behalf of each Participant with respect to the Policy an amount equal to the premium payment as defined in the Premium Payment Methodology (attached hereto as Exhibit A). The existence of and/or the language contained in the Schedule of Current Assumptions shall not be construed as a guarantee by the Company to provide a specific amount of Cash Surrender Value to the Participant upon any Termination Event or at any other time. The Board shall reserve the right, pursuant to Section 8.1, to revise the Premium Payment Methodology at any time.

4.4 Participant’s Obligation to Contribute Premium. A Participant shall have no obligation to contribute premiums to the Insurer under the Plan until such time as Participant’s participation in the Plan shall terminate in accordance with Article V. Upon termination of a Participant’s participation in the Plan, such Participant shall be responsible for payment of all premiums with respect to the Participant’s Policy, except as otherwise provided in the Plan.

4.5 Policy Rights. The Participant (or trustee or other permitted transferee) shall remain the owner of the Policy and shall retain all incidents of ownership in the Policy.

4.6 Gross-Up Payment. In the event any premium payment by the Company to or for the benefit of a Participant under Section 4.3 is subject to (a) the income tax imposed under Subtitle A of the Code, (b) employment taxes imposed on employees under Subtitle C of the Code, or (c) state or local income taxes, then Participant shall be entitled each Plan Year to receive additional compensation in an amount such that is equal to thirty percent (30%) of the premium payment on such Participant’s behalf for the Plan Year.

ARTICLE V

TERMINATION OF PARTICIPATION IN THE PLAN

5.1 Termination of Participation. A Participant’s participation in the Plan shall cease upon the earliest of the following dates, to be known as “Termination Events”:

(a) the date of the Participant’s death while insured under the Policy;

(b) such earlier date as may be selected by the Administrator, in its unfettered discretion, for the termination of an individual Participant’s participation in the Plan;

(d) the date of the Participant’s termination of employment; or

(e) the first day of the Policy Year following the Participant’s sixty-fifth (65th) birthday.

5.2 Rights of Parties upon Termination of Participation. In the event a Participant’s participation in the Plan is terminated upon the Participant’s death pursuant to Section 5.l(a), Article VI shall apply and the Plan shall terminate, with respect to such Participant and Policy.

5.3 Early Retirement Option. Notwithstanding Section 5.l(d) above, if a Participant retires after attainment of the earlier of (i) both fifteen (15) years of service and age fifty-nine and a half (59½) or (ii) both twenty (20) years of service and age fifty-five (55), such Participant shall continue to participate in the Plan and receive the benefits described in Article IV based on his classification at the time of his retirement. Participation of a Participant under this Section 5.3 shall cease (i) upon the occurrence of a Termination Event described in Sections 5.l(a), (c) or (e), or (ii) as provided in Section 5.4 below.

5.4 Competition. Continuation of benefits under Section 5.3 is expressly conditioned upon Participant’s covenant that he will not directly or indirectly compete with the Company or any of its affiliates. Competition shall include, but not be limited to, (i) offering any services or products which are the same as or similar to any services or products provided by the Company or any of its affiliates at any time during the period of Participant’s employment with the Company; (ii) soliciting or attempting to solicit the trade of any customer or prospective customer of the Company for the purpose of selling any services or products provided by the Company or any of its affiliates at any time during the period of the Participant’s employment with the Company; or (iii) soliciting or attempting to solicit employees of the Company for employment with a different employer. In the event that the Participant commences to compete with the Company, the Administrator may, at its discretion, discontinue benefits described in Article IV.

ARTICLE VI

DEATH OF PARTICIPANT

6.1 Designation of Participant’s Beneficiary. The Participant (or his trustee or other permitted transferee) shall have the right to designate a beneficiary for the Participant’s Death Benefit (the “designated beneficiary”). If any dispute shall arise over the identity of the designated beneficiary or if more than one person shall make a claim for Participant’s Death Benefit, the Insurer shall determine the identity of the beneficiary or beneficiaries entitled to receive any benefits payable hereunder on account of the death of a Participant in accordance with the rules set forth in the Policy or under applicable law.

ARTICLE VII

ADMINISTRATION OF PLAN

7.1 General. The Company and the Administrator shall perform the duties respectively assigned to them under this Plan and shall not be responsible for performing duties

assigned to others under the terms and provisions of this Plan. No inference of approval or disapproval is to be made from the inaction of any party described above or the Participant or agent of any of them with regard to the action of any other such party. Persons, organizations or corporations acting in a position of any fiduciary responsibility with respect to the Plan may serve in more than one fiduciary capacity.

7.2 The Administrator. The Administrator may delegate its administrative responsibilities to advisors or other persons it so chooses and may rely upon information or opinions of legal counsel or experts selected to render advice with respect to the Plan.

7.3 Allocation of Fiduciary Responsibility. The Administrator is the named fiduciary with respect to the administration of the Plan. It shall not be responsible for any fiduciary functions or other duties assigned to others.

7.4 Powers of the Administrator.

(a) General Powers. The Administrator shall have the power and discretion to perform the administrative duties described in this Plan or required for proper administration of the Plan and shall have all powers necessary to enable it to properly carry out such duties. Without limiting the generality of the foregoing, the Administrator shall have the power and discretion to construe and interpret this Plan, to hear and resolve claims relating to this Plan, and to decide all questions and disputes arising under this Plan. The Administrator shall determine, in its discretion, the eligibility of employees to participate in the Plan. The Administrator shall determine the status and rights of a Participant.

(b) Decisions Final. The decision of the Administrator upon all matters within the scope of its authority shall be binding and conclusive upon all persons.

(c) Reporting and Disclosure. The Administrator shall file all reports and forms lawfully required to be filed by the Administrator with any governmental agency or department, federal or state, and shall distribute any forms, reports, statements or plan descriptions lawfully required to be distributed to Participants and others by any governmental agency or department, federal or state.

7.5 Claims Procedure.

The following claims procedure shall be followed in handling benefit claims under this Plan.

(a) The Participant, his trustee, or his beneficiary (the “Claimant”), shall file a claim for benefits by notifying the Administrator in writing. If the claim is wholly or partially denied, the Administrator shall provide a written notice within ninety (90) days from the time the claim is filed specifying the reasons for the denial, the provisions of this Plan on which the denial is based, and additional material or information, if any, that is necessary for the Claimant to receive benefits. Such written notice shall also indicate the steps to be taken by the Claimant if a review of the denial is desired.

(b) If a claim is denied, and a review is desired, the Claimant shall notify the Administrator in writing within sixty (60) days after receipt of written notice of a denial of a claim. In requesting a review, the Claimant may review plan documents and submit any written issues, comments, documents, records, and other information relating to the claim the Claimant feels are appropriate. The Administrator shall then review the claim and provide a written decision within sixty (60) days of receipt of a request for a review. This decision shall state the specific reasons for the decision and shall include references to specific provisions of this Plan, if any, upon which the decision is based.

ARTICLE VIII

MISCELLANEOUS

8.1 Amendment and Termination of Plan. The Board shall have the right at any time, by an instrument in writing duly executed, acknowledged and delivered to the Administrator, to modify, alter or amend this Plan, in whole or in part; provided, however, that no such modification or amendment of the Plan shall take effect prior to the date of Board action. In addition, while it is the expectation of the Company that this Plan and the payment of contributions will be continued indefinitely, continuance of the Plan is not assumed as a contractual obligation of the Company. The Board expressly reserves the right at any time to terminate this Plan or to reduce, temporarily suspend or discontinue contributions hereunder on a prospective basis, following the date of such Board action.

8.2 Binding Agreement. This Plan document shall be binding upon the heirs, administrators, executors, successors and assigns of each party.

8.3 Insurer Not a Party. The Insurer is not a party to this Plan, shall in no way be bound by or charged with notice of its terms, and is expressly authorized to act only in accordance with the terms of the Policy. The Insurer shall be fully discharged from any and all liability under the Policy upon payment or other performance of its obligations in accordance with the terms of the Policy.

8.4 State Law. All of the provisions of this Plan shall be construed and enforced according to the laws of the Commonwealth of Virginia and shall be administered according to the laws of such Commonwealth, except as otherwise required by BRISA, the Code or other federal law.

8.5 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Company and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, with or without cause, unless expressly provided in a separate written employment agreement. Nothing in this Plan shall be deemed to give the Participant the right to be retained in the service of the Company or to interfere with the right of the Company to discipline or discharge the Participant at any time.

8.6 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Plan shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, postage prepaid, addressed to: (i) such party’s last known address as shown on the records of the Company, or (ii) to the Company at 12500 Jefferson Ave,, P.O. Box 2778, Newport News, VA 23602-4314. The date of such mailing shall be deemed the date of notice, consent or demand.

8.7 Tax Matters. The Company does not represent or guarantee that any particular federal, state or local income or payroll tax consequence will result to any Participant under this Plan. The Company shall have the right to withhold from any wage or salary payments to any Participant under this Plan or take other actions necessary to satisfy the Company’s obligation to withhold federal, state and local income and payroll taxes.

8.8 Entire Agreement. This Plan document constitutes the entire agreement between the parties hereto with regard to the subject matter of this agreement and supersedes all previous negotiations, agreements and commitments in respect thereto. No oral explanation or oral information by either of the parties to this agreement shall alter the meaning or interpretation of this agreement.


FERGUSON ENTERPRISES, INC.
By: /s/ *Joseph R. Witt*
Title: Treasurer

SCHEDULE I

Pursuant to Section 3.2 of the Plan, Participant’s Death Benefit shall be determined in accordance with the following schedule, as amended from time to time, in the discretion of the Administrator:


Category	Description	Participant’s Death Benefit
Category I	Chief Executive Officer, Chief Operating Officer, or Senior Vice Presidents participating in FELIP I on December 31, 2005	$1,750,000
Category II	Vice Presidents participating in FELIP I on December 31, 2005	$1,250,000
Category III	Other employees participating in FELIP I on December 31, 2005	$500,000

EXHIBIT A

PREMIUM PAYMENT METHODOLOGY

The following assumptions and methodology shall be used for purposes of establishing the annual premium (non-smoker and smoker) which shall be contributed by the Company in accordance with Section 4.3:


Insurance Carrier:			New York Life Insurance and Annuity Corporation
Product:			Corporate Sponsored Universal Life
Current Crediting Rate:			Defined by the carrier annually

Non-Smoker Premium Methodology:

On or before each policy-anniversary the Administrator-will-solve for an annual premium payment, assuming non-smoker insurance charges, to be paid through the participant’s age 65 that will maintain the level death benefit as defined in Schedule 1 and will allow the policy’s cash value to be 25% of the initial face amount at the participant’s age 95.

Smoker Premium Methodology:

On or before each policy anniversary the Administrator will solve for an annual premium payment, assuming non-smoker insurance charges, to be paid through the participant’s age 65 that will maintain the level death benefit as defined in Schedule 1 and will allow the policy’s cash value to be 25% of the initial face amount at the participant’s age 95. However, smoker insurance charges will be deducted by the carrier from the policy cash value. The use of smoker insurance charges will cause the policy to lapse prior to age 95, unless additional premium payments are made. It will be the participant’s responsibility to contribute further premium, if so desired, to achieve the cash value target described above. Smokers who have quit smoking can request a change to non-smoker rates, pending a urine test.

The Current Crediting Rate and Insurance Charges are not guaranteed and will fluctuate over time, therefore both methodologies described above cannot guarantee the policy will perform as illustrated.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	9/26/23	8-K
For Period end:	7/31/23
	1/1/06
	12/31/05
		List all Filings

9 Subsequent Filings that Reference this Filing

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

 4/18/24  Ferguson Enterprises Inc./DE      424B3                  1:3.9M                                   Donnelley … Solutions/FA
 4/18/24  Ferguson plc                      DEFM14A                1:3.9M                                   Donnelley … Solutions/FA
 4/16/24  Ferguson Enterprises Inc./DE      S-4/A                  1:4M                                     Donnelley … Solutions/FA
 4/12/24  Ferguson Enterprises Inc./DE      S-4/A                  6:4.1M                                   Donnelley … Solutions/FA
 3/22/24  SEC                               UPLOAD¶     4/19/24    2:39K  Ferguson plc
 3/06/24  SEC                               UPLOAD¶     4/19/24    2:41K  Ferguson plc
 3/01/24  Ferguson Enterprises Inc./DE      S-4                   12:4.2M                                   Donnelley … Solutions/FA
12/06/23  Ferguson plc                      10-Q       10/31/23   68:4.4M
12/01/23  Ferguson plc                      S-8        12/01/23    5:134K                                   Donnelley … Solutions/FA

6 Previous Filings that this Filing References

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

 3/08/23  Ferguson plc                      10-Q        1/31/23   75:6.8M
12/01/22  Ferguson plc                      8-K:3,5,8,911/30/22   15:937K                                   Donnelley … Solutions/FA
10/13/22  Ferguson plc                      8-K:1,2,7,810/07/22   14:51M
 9/27/22  Ferguson plc                      10-K        7/31/22  137:14M
 2/28/22  Ferguson plc                      S-8         2/28/22    5:435K                                   Donnelley … Solutions/FA
 2/12/21  Ferguson plc                      20FR12B                8:5.8M                                   Donnelley … Solutions/FA

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Filing Submission 0001832433-23-000066 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)