Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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9: EX-10.SS Material Contract HTML 80K
10: EX-10.TT Material Contract HTML 42K
12: EX-21 Subsidiaries List HTML 144K
13: EX-23 Consent of Experts or Counsel HTML 53K
14: EX-24 Power of Attorney HTML 51K
11: EX-12 Statement re: Computation of Ratios HTML 59K
15: EX-31.1 Certification -- §302 - SOA'02 HTML 46K
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17: EX-32.1 Certification -- §906 - SOA'02 HTML 40K
18: EX-32.2 Certification -- §906 - SOA'02 HTML 40K
25: R1 Document and Entity Information Document HTML 68K
26: R2 Consolidated Statements of Income HTML 89K
27: R3 Consolidated Statements of Comprehensive Income HTML 65K
28: R4 Consolidated Balance Sheets HTML 152K
29: R5 Consolidated Balance Sheets Parentheticals HTML 40K
30: R6 Consolidated Statements of Cash Flows HTML 131K
31: R7 Consolidated Statements of Shareholders' Equity HTML 88K
Statement
32: R8 Consolidated Statements of Shareholders' Equity HTML 44K
Parenthetical
33: R9 Summary of Significant Accounting Policies HTML 68K
34: R10 Acquisitions and Sales of Businesses HTML 49K
35: R11 Acquisition Integration and Restructuring Charges HTML 79K
36: R12 Restructuring Charges Restructuring Charges HTML 67K
37: R13 Goodwill and Other Intangible Assets HTML 115K
38: R14 Debt HTML 91K
39: R15 Retirement Benefits Plans HTML 586K
40: R16 Commitments and Contingencies HTML 76K
41: R17 Income Taxes HTML 284K
42: R18 Eaton Shareholders' Equity HTML 178K
43: R19 Equity-Based Compensation HTML 138K
44: R20 Fair Value Measurements HTML 86K
45: R21 Derivative Financial Instruments and Hedging HTML 202K
Activities
46: R22 Accounts Receivable and Inventory HTML 53K
47: R23 Business Segment and Geographic Region Information HTML 218K
48: R24 Condensed Consolidating Financial Statements HTML 983K
49: R25 Summary of Significant Accounting Policies Summary HTML 120K
of Significant Accounting Policies (Policies)
50: R26 Acquisition Integration and Restructuring Charges HTML 75K
(Tables)
51: R27 Restructuring Charges Summary of Restructuring HTML 65K
Charges (Tables)
52: R28 Goodwill and Other Intangible Assets Goodwill HTML 115K
(Tables)
53: R29 Debt Debt (Tables) HTML 90K
54: R30 Retirement Benefits Plans (Tables) HTML 600K
55: R31 Commitments and Contingencies Commitments and HTML 67K
Contingencies (Tables)
56: R32 Income Taxes Income Taxes (Tables) HTML 268K
57: R33 Eaton Shareholders' Equity (Tables) HTML 168K
58: R34 Equity-Based Compensation Equity-Based HTML 141K
Compensation (Tables)
59: R35 Fair Value Measurements (Tables) HTML 84K
60: R36 Derivative Financial Instruments and Hedging HTML 197K
Activities (Tables)
61: R37 Accounts Receivable and Inventory (Tables) HTML 51K
62: R38 Business Segment and Geographic Region Information HTML 210K
(Tables)
63: R39 Condensed Consolidating Financial Statements HTML 978K
Condensed Consolidating Financial Statements
(Tables)
64: R40 Summary of Significant Accounting Policies Summary HTML 54K
of Significant Accounting Policies (Details)
65: R41 Summary of Significant Accounting Policies HTML 57K
Long-Lived Assets (Details)
66: R42 Summary of Significant Accounting Policies HTML 49K
Equity-Based Compensation (Details)
67: R43 Acquisitions and Sales of Businesses (Details) HTML 58K
68: R44 Acquisition Integration Charges and Transaction HTML 71K
Costs (Details)
69: R45 Acquisition Integration and Restructuring Charges HTML 60K
Restructuring Charges (Details)
70: R46 Restructuring Charges Narrative (Details) HTML 67K
71: R47 Restructuring Charges Restructuring Charges, HTML 55K
Segments (Details)
72: R48 Restructuring Charges Restructuring Roll Forward HTML 57K
(Details)
73: R49 Goodwill and Other Intangible Assets Schedule of HTML 68K
Goodwill by Segment (Details)
74: R50 Goodwill and Other Intangible Assets Schedule of HTML 57K
Other Intangible Assets by Major Class (Details)
75: R51 Goodwill and Other Intangible Assets Intangible HTML 53K
Assets Amortization Expense (Details)
76: R52 Debt Summary of Long-term Debt (Details) HTML 146K
77: R53 Debt Narrative (Details) HTML 117K
78: R54 Debt Schedule of Maturities of Long-term Debt HTML 52K
(Details)
79: R55 Debt Interest Paid on Debt (Details) HTML 41K
80: R56 Retirement Benefits Plans - Obligations and Funded HTML 89K
Status (Details)
81: R57 Retirement Benefits Plans - Change in Benefit HTML 77K
Obligations (Details 1)
82: R58 Retirement Benefits Plans - Change in Plan Assets HTML 68K
(Details 2)
83: R59 Retirement Benefits Plans - Components of Pension HTML 53K
Plans with Accumulated Benefit Obligation in
Excess of Plan Assets (Details 3)
84: R60 Retirement Benefits Plans - Changes in Pension and HTML 73K
Other Postretirement Liabilities Recognized in
AOCI (Details 4)
85: R61 Retirement Benefits Plans - Benefits Expense HTML 69K
(Details 5)
86: R62 Retirement Benefits Plans Retirement Benefits HTML 53K
Plans - Estimated Future Pretax Amounts Recognized
From AOCI to Net Periodic Benefit Cost (Details 6)
87: R63 Retirement Benefits Plans Retirement Benefits HTML 49K
Plans - Discount Rates (Details)
88: R64 Retirement Benefits Plans - Pension Plans HTML 59K
Assumptions (Details 7)
89: R65 Retirement Benefits Plans - Other Postretirement HTML 72K
Benefits Plan Assumptions (Details 8)
90: R66 Retirement Benefits Plans Retirement Benefits HTML 51K
Plans - Employer Contributions to Retirement
Benefits Plans (Details 9)
91: R67 Retirement Benefits Plans - Estimated Pension and HTML 77K
Other Postretirement Benefit Payments (Details 10)
92: R68 Retirement Benefits Plans - Fair Value of Pension HTML 138K
Plan Assets (Details 11)
93: R69 Retirement Benefits Plans Retirement Benefits HTML 61K
Plans - Change in Plan Level 3 Assets (Details)
94: R70 Retirement Benefits Plans Retirement Benefits HTML 63K
Plans - Fair Value of Other Postretirement
Benefits Plan Assets (Details 12)
95: R71 Retirement Benefits Plans Retirement Benefits HTML 41K
Plans - Defined Contribution Plans (Details 13)
96: R72 Commitments and Contingencies (Details) HTML 105K
97: R73 Income Taxes Income (Loss) Before Income Taxes HTML 46K
(Details)
98: R74 Income Taxes Income Tax (Benefit) Expense HTML 83K
(Details)
99: R75 Income Taxes Reconciliations of Income Taxes from HTML 86K
the Appropriate Statutory Rate (Details)
100: R76 Income Taxes Worldwide Income Tax Payments HTML 41K
(Details)
101: R77 Income Taxes Components of current and long-term HTML 78K
deferred income taxes (Details)
102: R78 Income Taxes Operating Loss and Tax Credit HTML 96K
Carryforwards, United States, By Expiration Dates
(Details)
103: R79 Income Taxes Income Tax Loss and Tax Credit HTML 86K
Carryforwards, State and Local, Net of Federal Tax
Effect, By Expiration Dates (Details)
104: R80 Income Taxes Income Tax Loss and Tax Credit HTML 63K
Carryforwards, Non-United States Subsidiaries, By
Expiration Dates (Details)
105: R81 Income Taxes Summary of Gross Unrecognized Income HTML 59K
Tax Benefits (Details)
106: R82 Income Taxes Income Taxes Textuals (Details) HTML 81K
107: R83 Eaton Shareholders' Equity Eaton Shareholders' HTML 105K
Equity - Other Comprehensive Income (Loss)
(Details)
108: R84 Eaton Shareholders' Equity Eaton Shareholders' HTML 65K
Equity - Accumulated Other Comprehensive Income
(Loss) (Details)
109: R85 Eaton Shareholders' Equity Eaton Shareholders' HTML 62K
Equity - Reclassifications Out of Accumulated
Other Comprehensive Income (Loss) (Details)
110: R86 Eaton Shareholders' Equity Eaton Shareholders' HTML 57K
Equity - Net Income per Ordinary Share (Details)
111: R87 Eaton Shareholders' Equity Eaton Shareholders' HTML 117K
Equity (Textuals) (Details)
112: R88 Restricted Stock Units and Awards Activity HTML 71K
(Details)
113: R89 Equity-Based Compensation Information Related to HTML 46K
Restricted Stock Units and Awards (Details)
114: R90 Equity-Based Compensation Performance Share Units HTML 72K
(Details)
115: R91 Equity-Based Compensation Stock Options Fair Value HTML 59K
Assumptions (Details)
116: R92 Equity-Based Compensation Stock Options Activity HTML 85K
(Details)
117: R93 Equity-Based Compensation Information Related to HTML 67K
Stock Options (Details)
118: R94 Fair Value Measurements (Details) HTML 59K
119: R95 Fair Value Measurements Fair Value Measurements HTML 50K
(Details 1)
120: R96 Fair Value Measurements Fair Value Measurements HTML 44K
(Details Textuals)
121: R97 Derivative Financial Instruments and Hedging HTML 96K
Activities Fixed-to-Floating Interest Rate Swaps
(Details)
122: R98 Derivative Financial Instruments and Hedging HTML 50K
Activities Forward Starting Floating-to-Fixed
Interest Rate Swaps (Details)
123: R99 Derivative Financial Instruments and Hedging HTML 114K
Activities (Details)
124: R100 Amounts Recognized in Accumulated Other HTML 57K
Comprehensive Loss (Details)
125: R101 Derivative Financial Instruments and Hedging HTML 48K
Activities Amounts Recognized in Net income
(Details)
126: R102 Accounts Receivable and Inventory (Details) HTML 58K
127: R103 Business Segment and Geographic Region Information HTML 99K
(Details)
128: R104 Business Segment and Geographic Region Information HTML 74K
Business Segment and Geographic Region Information
(Details 1)
129: R105 Business Segment and Geographic Region Information HTML 57K
Business Segment and Geographic Region Information
(Details 2)
130: R106 Condensed Consolidating Financial Statements HTML 122K
Consolidating Statements of Comprehensive Income
(Details)
131: R107 Condensed Consolidating Financial Statements HTML 215K
Condensed Consolidating Balance Sheets (Details)
132: R108 Condensed Consolidating Financial Statements HTML 168K
Condensed Consolidating Statements of Cash Flows
(Details)
134: XML IDEA XML File -- Filing Summary XML 238K
133: EXCEL IDEA Workbook of Financial Reports XLSX 170K
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Number and Type of Shares: Shares Granted RSA Shares
Award of Restricted Shares under the
Eaton Corporation plc 2015 Stock Plan
The Compensation and Organization Committee (the “Committee”) of the Board of Directors of Eaton Corporation plc (the “Company”) has granted you a number of ordinary shares of nominal value $0.01 per share (“Ordinary Shares”), subject to certain restrictions, as an award of restricted shares (the “Restricted Shares”) effective
as of Grant Date (the “Grant Date”) under the terms and conditions of the Company’s 2015 Stock Plan (the “Plan”). Capitalized terms used without definition in this Restricted Share Award Agreement (this “Agreement”) shall have the meanings given to such terms in the Plan. Information concerning the number of Restricted Shares awarded to you (the “Award”) is available online through the Eaton Service Center maintained by Fidelity Stock Plan Services (or any successor third party administrator of the Plan) (the “Third Party Administrator”), which may be accessed through the
Company’s website. You are required to accept the Award online at the Eaton Service Center maintained by the Third Party Administrator. You acknowledge and agree as follows:
1. Acceptance. I hereby accept the aforementioned Award on the terms and conditions provided in the Plan and this Agreement. Further, for each Restricted Share, I hereby authorize the Company or any subsidiary to withhold from me via payroll deduction a nominal value amount equal to US $0.01 per share, or if such deduction is not made, I will pay or make arrangements with the
Company for payment of such amount.
2. Restricted Share Award. I acknowledge that, as of the Effective Date, the Restricted Shares have been awarded to me, with vesting and transferability of the Restricted Shares contingent on the continuation of my service with the Company or any of its subsidiaries as provided herein. Except as otherwise provided in the Plan or this Agreement, the Restricted Shares shall be forfeited and immediately cancelled if my employment with the Company or any of its subsidiaries
is terminated under any circumstances whatsoever prior to the applicable vesting date, including without limitation dismissal, resignation, divestiture of operations, disability or retirement. This possibility of forfeiture shall lapse according to the vesting schedule as published on the Company’s records at the Eaton Service Center maintained by the Third Party Administrator.
If any Restricted Shares are forfeited for any reason, I understand that I will not be entitled to any payment of cash in respect of any Restricted Shares so forfeited and such Restricted Shares shall automatically be forfeited without further action or notice.
The
Management Compensation Committee of the Company (the “Management Committee”) reserves the right to decide to what extent my leaves of absence for government or military service, illness, temporary disability, or other reasons shall not be deemed to be an interruption of continuous employment.
3. Vesting. Awards subject to this grant will vest subject to and conditioned upon my continued employment by the Company or any of its subsidiaries
through each applicable vesting date as published on the Company’s records at the Eaton Service Center maintained by the Third Party Administrator; provided, however, that the Committee may, in its sole discretion, waive the requirement of continued employment in whole or in part in the event of my termination of employment prior to the applicable vesting date. Further, if the regularly scheduled vest day falls on a Saturday, Sunday or other day when the principal stock exchange for the Ordinary Shares of the Company is closed for trading, the vest day shall mean the nearest preceding day when that stock exchange is open for trading.
4. Transferability.
The Restricted Shares shall be non-transferable until the possibility of forfeiture lapses in accordance with this Agreement. I agree not to make, or attempt to make, any sale, assignment, transfer or pledge of any of the Restricted Shares prior to the date on which the possibility of forfeiture with respect to such Restricted Shares lapses and the Restricted Shares vest. Notwithstanding the foregoing provisions of this Section 4, I am permitted to designate one or more primary and contingent beneficiaries to whom the Restricted Shares will be transferred in the event of my death. The process for designating such beneficiaries is available through the Eaton Service Center maintained by the Third Party Administrator.
5. Legend. The Award shall be evidenced
in book entry form on the records of the Company or its transfer agent. I acknowledge that each such book entry in respect of the Restricted Shares will bear a legend referring to this Agreement and to the restrictions contained herein.
6. Reorganizations, etc. The number and class of shares subject to the Award are subject to adjustment as provided in Section 11 of the Plan.
7. Dividends and Voting. If I am the shareholder of record on any record date for the payment of a dividend on the Restricted
Shares, I will be entitled to receive the dividend when paid, regardless of whether or not the restrictions imposed by Section 2 have lapsed. If I am the shareholder of record on any record date for the taking of a vote by the shareholders of the Company, I will be entitled to vote the Restricted Shares regardless of whether or not the restrictions imposed by Section 2 hereof have lapsed.
8. Tax Withholdings.
(a) I am responsible for all taxes and social insurance contributions owed by me in connection with the
Restricted Shares, regardless of any action the Company takes with respect to any Tax Withholding Obligations (as defined below) that arise in connection with the Restricted Shares. The Company does not make any representation or undertaking regarding the tax treatment or treatment of any tax withholding in connection with the grant or vesting of the Restricted Shares or the subsequent sale of the Ordinary Shares. The Company does not commit and is under no obligation to structure the Restricted Shares to reduce or eliminate my tax liability.
(b) Prior
to any event in connection with the Restricted Shares that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social insurance contributions (the “Tax Withholding Obligation”), I am required to arrange for the satisfaction of the amount of such Tax Withholding Obligation in a manner acceptable to the Company. My acceptance of this Agreement constitutes my instruction and authorization to the Company to withhold on my behalf the number of Ordinary Shares from those Ordinary Shares issuable to me at the time when the Restricted Shares become vested as the
Company determines to be sufficient to satisfy the Tax Withholding Obligation. The value of the Ordinary Shares withheld for such purposes shall be based on the fair market value of the Ordinary Shares on the date of vesting. To the extent that the Company or an affiliate withholds in Ordinary Shares, it will do so at the minimum statutory rate to the extent necessary, as determined by the Company, to avoid negative accounting treatment. Should the Company or the affiliate withhold an amount in excess of my actual Tax Withholding Obligation, the Company and/or my employer will refund the excess within a reasonable period
and without any interest. I agree (i) to pay the Company and/or the affiliate employing me any amount of the Tax Withholding Obligation that is not satisfied by the means described herein or (ii) to the extent permitted by applicable law, for the Company and/or the affiliate employing me to deduct cash from my regular salary payroll to cover such additional amounts. If I fail to comply with my obligations in connection with the Tax Withholding Obligation as described in this section, the Company may refuse to allow the vesting or the transferability of the Ordinary Shares.
9. No
Rights to Continued Employment. I acknowledge that this Award of Restricted Shares does not in any way entitle me to continued employment with the Company or any of its subsidiaries for the period during which the possibility of forfeiture continues or for any other period, and does not limit or restrict any right the Company or any of its subsidiaries otherwise may have to terminate my employment.
10. Non-Competition. I
expressly acknowledge and agree that in the event that I voluntarily leave the employment of the Company or a subsidiary and within one year after the vesting of the Restricted Shares enter into an activity as employee, agent, officer, director, principal or proprietor which, in the sole judgment of the Management Committee, is in competition with the Company or a subsidiary, the amount of the total fair market value of such vested Restricted Shares as of the vesting date shall inure to the benefit of the Company and I agree to promptly pay the same to the Company, unless the Management
Committee in its sole discretion shall determine that such action by me is not inimical to the best interests of the Company or its subsidiaries.
11. Non-Solicitation. I agree that during my employment and for a period of twelve (12) months from the voluntary or involuntary termination of my employment for any reason and with or without Cause, I will not, (a) either on my own behalf or for any competing business, directly or indirectly solicit, divert, appropriate, or accept any business from, or attempt to solicit, divert, appropriate, or accept any business from any customers with whom I had material business
contact during the last five (5) years of my employment, or about whom I have any trade secret information, for the purposes of providing products or services that are the same as or substantially similar to those provided by the Company or a subsidiary, or (b) directly or indirectly solicit, recruit, or encourage current employees of Eaton or employees who have terminated their employment with Eaton or been terminated by Eaton within six months of the solicitation, recruitment, or encouragement to terminate employment with Eaton and/or to work in any manner for me or any entity affiliated with me.
12. Change of Control.
(a)
Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 12 shall govern the Award, to the extent not previously vested or forfeited, in the event of a Change of Control (as defined in the Plan) of the Company.
(b) If the Restricted Shares are not assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then, the forfeiture restrictions referred to in Section 2 hereof shall lapse with respect to all of the Restricted Shares as of the
date of the Change of Control.
(c) If the Restricted Shares are assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then the Restricted Shares shall continue to vest based upon my continued employment in accordance with the original vesting schedule of the Award; provided, however that if within two years after the Change of Control, my employment is terminated by the Company or a subsidiary without Cause (as defined in the Plan) or by me for Good Reason (as defined in the Plan), then, the forfeiture restrictions referred to in Section 2 hereof shall lapse with respect to all of the Restricted Shares
as of the date of the date of such employment termination.
13. Nature of Grant. In accepting the grant, I acknowledge that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
(b) the grant of the Restricted Shares is voluntary and occasional and
does not create any contractual or other right to receive future grants of restricted units, or benefits in lieu of restricted shares, even if restricted shares have been granted repeatedly in the past and all decisions with respect to future restricted share grants, if any, will be at the sole discretion of the Company;
(c) I am voluntarily participating in the Plan;
(d) the Restricted Shares are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or my employer, and which is outside the scope of my employment contract,
if any;
(e) the Restricted Shares are not intended to replace any pension rights or compensation;
(f) the Restricted Shares are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, my employer, or any subsidiary or affiliate;
(g) the future value of the Restricted
Shares is unknown and cannot be predicted with certainty;
(h) in consideration of the grant of the Restricted Shares, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Shares resulting from termination of my employment with the Company or my employer (for any reason whatsoever and whether or not in breach of local labor laws) and I irrevocably release the Company and my employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, I shall be deemed irrevocably to have waived any entitlement to pursue such claim; and
(i) in
the event of termination of my employment (whether or not in breach of local labor laws), my right to vest in the Restricted Shares under the Plan, if any, will terminate effective as of the date
that I am no longer actively providing services and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar period pursuant to local law); the Management Committee shall have the exclusive discretion to determine when I am no longer actively providing services for purposes of the Restricted Shares.
14. Data Privacy and Data Protection.
(a)
I hereby explicitly and voluntarily consent to the collection, use, processing and transfer, in electronic or other form, of my personal data, including my Data as that term is defined below, as described in this Agreement and in any other award materials by and among, as applicable, my employer, the Company, and its subsidiaries and affiliates, as well as third parties acting on their behalf, for the exclusive purpose of implementing, administering and managing my eligibility for and participation in the Plan.
(b) I understand that the Company and
my employer may hold certain personal data about me, including but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, benefit eligibility, nationality, job title, any Ordinary Shares or directorships held in the Company, details of all awards or any other entitlement to Ordinary Shares granted, canceled, exercised, vested, unvested or outstanding in my favor, for the exclusive purpose of implementing, administering and managing the Plan (collectively, the “Data”).
(c) I understand that Data will be transferred to and processed and stored by third parties assisting the
Company with the implementation, administration and management of the Plan, including Fidelity Stock Plan Services and any successor Third Party Administrator, and I consent to such transfer, processing and storage. I understand that the Data may be transferred to and processed and stored outside of my country of residence, including the United States of America, and that the recipients’ country (including the United States) may have different data privacy laws and protections than my country of residence, and I nevertheless consent to the transfer, processing and storage of my data in those nations. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the Company and any other possible recipients that may assist the
Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, store, process, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing my participation in the Plan. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan or as otherwise may be required by applicable law. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary and appropriate amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal
of consent, I understand that I may contact my local human resources representative.
15. Legal Fees. I agree that if Eaton substantially prevails in any litigation arising out of or relating to this Agreement, Eaton shall be entitled to recovery of its reasonable attorneys’ fees and associated costs, in addition to any other relief mentioned herein.
16. Choice of Law, Venue, and Jurisdiction. This Agreement shall be governed by the laws of the State of Ohio, except any such laws that require the application of another jurisdiction’s laws
17. Severability
and Reformation. The parties acknowledge that this Agreement is valid and enforceable only to the extent permitted by applicable law. In the event that Sections 10 or 11 of this Agreement
are rendered unenforceable by a court of law or by an arbitral body for any reason, I hereby acknowledge and agree that Eaton does not owe me any financial obligation as I am not bound by such section, nor will I seek any compensation from Eaton based on this Agreement or any provision thereof. I agree that if any particular paragraphs, subparagraphs, sections, phrases, words, or other portions of this Agreement are determined by an appropriate court to be overbroad, invalid, or unenforceable as written, they shall be modified as necessary to be made valid or enforceable, and such modification shall not
affect the remaining provisions of this Agreement, or, if they cannot be modified to be made valid or enforceable, then they shall be severed from this Agreement, and all remaining terms and provisions shall remain enforceable.
18. Miscellaneous. Unless otherwise expressly provided herein, terms defined in the Plan shall have the same meanings when used in this Agreement. The Committee (or its delegate) shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any Restricted Shares without my consent. Also, the Restricted Shares shall be null and void to the extent the grant of Restricted Shares or the lapse of restrictions thereon is prohibited under the laws of the country of my residence or employment. The Committee (or its delegate)
may, in circumstances determined in its sole discretion, provide for the lapse of the above restrictions at earlier dates. The use of the masculine gender shall be deemed to include the feminine gender. In the event of a conflict between this Agreement and the Plan, the Plan shall control. This Agreement represents the entire understanding between us on the subject hereof and shall be governed in accordance with Ohio law.
