exv10w2



 





Exhibit 10.2


 

 






AMETEK, INC.

2004 EXECUTIVE DEATH BENEFIT PLAN




 






Amended and Restated Effective January 1, 2005




 

 






 









 












TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Article 1. Purpose and Effective Date	 	1
	 
	1.01.
	 	 	 	Purpose	 	1
	1.02.
	 	 	 	Effective Date	 	1
	Article 2. Definitions and Construction	 	2
	 
	2.01.
	 	 	 	Definitions	 	2
	2.02.
	 	 	 	Construction	 	5
	Article 3. Eligibility and Participation	 	6
	 
	3.01.
	 	 	 	Eligibility and Participation	 	6
	3.02.
	 	 	 	Change in Employment Status	 	6
	Article 4. Retirement Benefit	 	7
	 
	4.01.
	 	 	 	Nature of Benefit	 	7
	4.02.
	 	 	 	Accounts	 	7
	4.03.
	 	 	 	Timing of Credits; Withholding	 	9
	4.04.
	 	 	 	Vesting of Accounts	 	9
	4.05.
	 	 	 	Forfeiture	 	9
	4.06.
	 	 	 	Statement of Accounts	 	9
	Article 5. Death Benefit	 	10
	 
	5.01.
	 	 	 	Nature of Benefit	 	10
	5.02.
	 	 	 	Benefit Amounts	 	10
	5.03.
	 	 	 	Vesting of Death Benefit	 	10
	5.04.
	 	 	 	Forfeiture	 	10
	Article 6. Payment of Plan Benefits	 	11
	 
	6.01.
	 	 	 	Timing of Benefit Payments	 	11
	6.02.
	 	 	 	Form of Payment	 	12
	6.03.
	 	 	 	Administrative Acceleration or Delay of Payment	 	12
	6.04.
	 	 	 	Withholding	 	13
	6.05.
	 	 	 	Payment to Guardian	 	13
	6.06.
	 	 	 	Effect of Payment	 	13
	Article 7. Beneficiary Designation	 	14
	 
	7.01.
	 	 	 	Beneficiary Designation	 	14
	7.02.
	 	 	 	Changing Beneficiary	 	14
	7.03.
	 	 	 	No Beneficiary Designation	 	14






			
	 	 	 
	AMETEK, Inc., 2004 Executive Death Benefit Plan (Restated January 1, 2005)
	 	Table of Contents






 









 






	 	 	 	 	 	 	 
	Article 8. Administration	 	15
	 
	8.01.
	 	 	 	Committee; Duties	 	15
	8.02.
	 	 	 	Agents	 	15
	8.03.
	 	 	 	Binding Effect of Decisions	 	15
	8.04.
	 	 	 	Indemnity of Committee	 	15
	8.05.
	 	 	 	Election of Committee After Change in Control	 	15
	Article 9. Claims Procedure	 	16
	 
	9.01.
	 	 	 	Claim	 	16
	9.02.
	 	 	 	Denial of Claim	 	16
	9.03.
	 	 	 	Review of Claim	 	16
	9.04.
	 	 	 	Final Decision	 	16
	9.05.
	 	 	 	Claims for Disability Benefits	 	17
	Article 10. Amendment and Termination of Plan	 	18
	 
	10.01.
	 	 	 	Amendment	 	18
	10.02.
	 	 	 	Company’s Right to Terminate	 	18
	Article 11. Miscellaneous	 	19
	 
	11.01.
	 	 	 	Hypothetical Accounts	 	19
	11.02.
	 	 	 	Company Obligation	 	19
	11.03.
	 	 	 	Trust Fund	 	19
	11.04.
	 	 	 	Nonassignability	 	19
	11.05.
	 	 	 	Not a Contract of Employment	 	20
	11.06.
	 	 	 	Protective Provisions	 	20
	11.07.
	 	 	 	Governing Law	 	20
	11.08.
	 	 	 	Severability	 	20
	11.09.
	 	 	 	Headings	 	20
	11.10.
	 	 	 	Notice	 	20
	11.11.
	 	 	 	Successors	 	21







			
	 	 	 
	AMETEK, Inc., 2004 Executive Death Benefit Plan (Restated January 1, 2005)
	 	Table of Contents






 









 






ARTICLE 1. PURPOSE AND EFFECTIVE DATE





	1.01.	 	Purpose.
	 
	 	 	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 without Cause within two years following a Change in
Control of the Company.
	 
	1.02.	 	Effective Date.
	 
	 	 	The Plan is effective as of January 1, 2004, although this amendment and restatement is
effective January 1, 2005. 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.





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ARTICLE 2. DEFINITIONS AND CONSTRUCTION





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






	 	(a)	 	Account. “Account” means the hypothetical account maintained on the
books of the Company, used solely to calculate the Retirement Benefit payable to each
Participant under this Plan, as set forth in Section 4.02.
	 
	 	(b)	 	Article. “Article” means an article of the Plan.
	 
	 	(c)	 	Beneficiary. “Beneficiary” means the person, persons or entity as
designated by the Participant, entitled under Article 7 to receive any Plan benefits
payable after the Participant’s death.
	 
	 	(d)	 	Board. “Board” means the Board of Directors of AMETEK, Inc.
	 
	 	(e)	 	Cause. “Cause” means (1) misappropriation of funds, (2) habitual
insobriety or substance abuse, (3) conviction of a felony or crime involving moral
turpitude, or (4) gross negligence in the performance of duties, which gross negligence
has had a material adverse effect on the business, operations, assets, properties, or
financial condition of the Company.
	 
	 	(f)	 	Change in Control. A “Change in Control” shall occur if:






	 	(1)	 	Any one Person or more than one Person acting as a group (as
defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires
ownership of stock of the Company that, together with the stock held by such
Person or group of Persons, constitutes more than 50 percent of the total fair
market value or total voting power of the stock of the Company. However, if
such Person or group of Persons is considered to own more than 50 percent of the
total fair market value or total voting power of the stock of the Company before
this transfer of the Company’s stock, the acquisition of additional stock by the
same Person or group of Persons shall not be considered to cause a Change in
Control of the Company; or
	 
	 	(2)	 	Any one Person or more than one Person acting as a group (as
defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires
(or has acquired during the 12-month period ending on the date of the most
recent acquisition by such Person or group of Persons) ownership of stock of the
Company possessing 30 percent or more of the total voting power of the stock of
the Company. However, if such Person or group of Persons is considered to own
30 percent or more of the total voting power of the stock of the Company before
this acquisition, the acquisition of additional control or stock of the Company
by the same Person or group of Persons shall not cause a Change in Control of
the Company; or





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	 	(3)	 	A majority of members of the Company’s Board is replaced during
any 12-month period by directors whose appointment or election is not endorsed
by a majority of the members of the Company’s Board before the date of the
appointment or election; or






	 	(4)	 	Any one Person or more than one Person acting as a group (as
defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires
(or has acquired during the 12-month period ending on the date of the most
recent acquisition by such Person or group of Persons) assets from the Company
that have a total gross fair market value equal to substantially all but in no
event less than 40 percent of the total fair market value of all assets of the
Company immediately prior to such acquisition or acquisitions. For this
purpose, gross fair market value means the value of the assets of the Company,
or the value of the assets being disposed of, determined without regard to any
liabilities associated with such assets. A transfer of assets by the Company
will not result in a Change in Control under this Section 2.01(f)(4), if the
assets are transferred to:






	 	(A)	 	A shareholder of the Company (immediately before
the asset transfer) in exchange for or with respect to its stock;
	 
	 	(B)	 	An entity, 50 percent or more of the total value
or voting power of which is owned, directly or indirectly, by the
Company immediately after the transfer of assets;
	 
	 	(C)	 	A Person or more than one Person acting as a
group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury
Regulations) that owns, directly or indirectly, 50 percent or more of
the total value or voting power of all the outstanding stock of the
Company; or
	 
	 	(D)	 	An entity, at least 50 percent of the total value
or voting power of which is owned directly or indirectly, by a person of
group of persons described in Section 2.01(f)(4)(C), above.






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




	 	(1)	 	“Company” shall mean AMETEK, Inc., except that, if a Participant
is employed by a majority-controlled subsidiary of the Company, for purposes of
Sections 2.01(f)(1), 2.01(f)(2), and 2.01(f)(4), “Company” shall mean such
subsidiary.




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	 	(2)	 	“Person” shall mean any individual or individuals other than 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.






	 	(g)	 	Code. “Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(h)	 	Committee. “Committee” means the Committee appointed by the Board (or
its delegee) to administer the Plan pursuant to Article 8.
	 
	 	(i)	 	Company. “Company” means AMETEK, Inc., a Delaware corporation, and any
directly or indirectly affiliated subsidiary corporations, any other affiliate
designated by the Board, or any successor to the business of any such entity.
	 
	 	(j)	 	Death Benefit. “Death Benefit” means the benefit paid on behalf of a
Participant in accordance with Article 5.
	 
	 	(k)	 	Determination Date. “Determination Date” means the last business day
of each Plan Year.
	 
	 	(l)	 	Disability. “Disability” means a medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months that (1) renders a
Participant unable to engage in any substantial gainful activity or (2) results in a
Participant receiving income replacement benefits for a period of not less than three
(3) months under an accident and health plan covering employees of the Company. The
Committee shall determine the existence of Disability, in its sole discretion, and may
rely on advice from a medical examiner satisfactory to the Committee in making the
determination. A Participant will also be considered disabled if he has been
determined to be totally disabled by the Social Security Administration. The term
“Disability” is intended to comply with section 409A(a)(2)(C) of the Code and shall be
interpreted to permit a Participant to take a distribution in any circumstance that
would be permitted under section 409A(a)(2)(C) of the Code.
	 
	 	(m)	 	Early Retirement. “Early Retirement” means the Separation from Service
with the Company by the Participant after attaining age fifty-five (55) with at least
five (5) Years of Service and before attaining age sixty-five (65).
	 
	 	(n)	 	ERISA. “ERISA” means the Employee Retirement Income Security Act of
1974, as amended.
	 
	 	(o)	 	Life Insurance Policies. “Life Insurance Policies” means the life
insurance policies maintained by the Company for the purpose of measuring the
Retirement Benefits, if any, payable under this Plan. Such Life Insurance Policies
shall be owned by and payable to the Company; the Participants shall have no rights or
interest in the Policies or any benefits from the Policies, even if a Policy is payable





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	 	 	 	upon the death of the Participant. The Life Insurance Policies shall be used solely
as method to measure the Retirement Benefits, if any, payable under this Plan, and
the Participants shall have no greater interest in any benefit under this Plan than
that of an unsecured creditor of the Company.






	 	(p)	 	Limited Participant. “Limited Participant” means a Participant whose
benefits under the Plan are limited pursuant to Section 3.02 after the Committee
determines that the Participant’s employment position is no longer at a level that
warrants full participation in the Plan.
	 
	 	(q)	 	Normal Retirement. “Normal Retirement” means the Separation from
Service with the Company of the Participant on or after attaining age sixty-five (65),
or as otherwise determined by the Board in its sole discretion.
	 
	 	(r)	 	Participant. “Participant” means any employee who is eligible and has
become a participant pursuant to Section 3.01. Such employee shall remain a
Participant in this Plan until such time as all benefits payable under this Plan have
been paid in accordance with the provisions hereof.
	 
	 	(s)	 	Plan. “Plan” means this AMETEK, Inc., 2004 Executive Death Benefit
Plan, as it may be amended from time to time.
	 
	 	(t)	 	Plan Year. “Plan Year” means the calendar year.
	 
	 	(u)	 	Retirement Benefit. “Retirement Benefit” means the account-based
benefit payable to a Participant at Early Retirement or Normal Retirement, as described
in Article 4.
	 
	 	(v)	 	Section. “Section” means a section of the Plan.
	 
	 	(w)	 	Separation from Service. “Separation from Service” or “Separates from
Service” means separation from service from the Company within the meaning of section
409A of the Code.
	 
	 	(x)	 	Year of Service. “Year of Service” means the 12-month period following
the date that the Participant first performs an hour of service for the Company and
each consecutive 12-month period following the anniversary of that date that is
completed before the Participant Separates from Service.






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






	 	(a)	 	the use of the masculine gender shall also include within its meaning the
feminine and vice versa,
	 
	 	(b)	 	the use of the singular shall also include within its meaning the plural and
vice versa, and
	 
	 	(c)	 	the word “include” shall mean to include without limitation.





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ARTICLE 3. ELIGIBILITY AND PARTICIPATION





	3.01.	 	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.
	 
	3.02.	 	Change in Employment Status.
	 
	 	 	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.





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ARTICLE 4. RETIREMENT BENEFIT





	4.01.	 	Nature of 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.
	 
	4.02.	 	Accounts.
	 
	 	 	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—






	 	(a)	 	Annual Allocations. Each Participant shall receive an Annual
Allocation on each Determination Date on which the Participant is either (1) actively
employed by the Company and otherwise eligible to participate in the Plan, (2) an
inactive employee of the Company by reason of a Disability and not yet eligible for
Normal Retirement, or (3) a former employee who terminated service with the Company
under the Early or Normal Retirement provisions and has not yet had payments commence
under this Plan. As provided in Section 3.02, if the Participant is actively employed
by the company as a Limited Participant, the Participant shall receive an Annual
Allocation only if the amount of the Annual Allocation is less than the amount of
interest he could receive pursuant to Section 4.02(b).
	 
	 	 	 	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—






	 	(1)	 	A Participant’s “Percentage Allocation” means the percentage
identified for such Participant at the time he commences participation in the
Plan. Once a Participant’s Percentage Allocation is established, it shall not
be changed unless the Participant is notified in writing that his Percentage
Allocation is being changed because—






	 	(A)	 	the Participant’s employment responsibilities
have changed such that an adjustment of the Participant’s Percentage
Allocation is warranted to reflect the Participant’s new level of
responsibilities; or





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	 	(B)	 	the number of Participants in the Plan or the
Life Insurance Policies have changed or are about to change in such a
manner that it is necessary to modify the Participant’s Percentage
Allocation in order to maintain his level of benefits.






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.




	 	(2)	 	The “Aggregate Policy Gain” for any given Plan Year means the sum
of—






	 	(A)	 	the annual gains or losses on all of the Life
Insurance Policies determined as of the most recent policy anniversary
date of each of the Life Insurance Policies in accordance with FASB
Technical Bulletin 85-4, and
	 
	 	(B)	 	any death benefits received by the Company from
the Life Insurance Policies during the Plan Year, which are in excess of
the sum of (1) and (2), minus (3) where:






	 	(1)	 	equals the greater of the premiums
paid or the cash value of the Life Insurance Policy related to the deceased Participant
as of the most recent Determination Date;
	 
	 	(2)	 	equals the  present value of the
benefits to be received under this Plan by the deceased
Participant’s beneficiaries, as determined by the Committee in
its sole discretion; and,
	 
	 	(3)	 	equals the Account balance of the
deceased Participant as of the most recent Determination Date.  






(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.)




	 	(b)	 	Interest. Each Participant shall receive interest on each
Determination Date on





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which he does not receive an Annual Allocation. The amount of interest for each such
Participant shall be the product of the Participant’s Account balance on the
applicable Determination Date and the interest rate in effect under section 417(e) of
the Code on such Determination Date.




	 	(c)	 	Distributions. Each Account shall be reduced by the amount of each
benefit payment made from that Account since the prior Determination Date.






	4.03.	 	Timing of Credits; Withholding.
	 
	 	 	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.
	 
	4.04.	 	Vesting of Accounts.
	 
	 	 	Each Participant shall become 100% vested in his Account upon the earliest to occur of the
following—






	 	(a)	 	Separation from Service with the Company pursuant to either an Early Retirement
or a Normal Retirement;
	 
	 	(b)	 	dying while actively employed by the Company as a Limited Participant; or
	 
	 	(c)	 	incurring an involuntary Separation from Service from the Company for any
reason other than for Cause within the two-year period immediately following a Change
in Control.






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.




	4.05.	 	Forfeiture.
	 
	 	 	The Committee may cause a forfeiture with respect to all or any portion of the Participant’s
Retirement Benefit (whether or not vested) if the Committee determines that the Participant
has been terminated for Cause.
	 
	4.06.	 	Statement of Accounts.
	 
	 	 	The Committee shall give to each Participant a statement showing the balance in the Participant’s
Account on an annual basis.





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ARTICLE 5. DEATH BENEFIT





	5.01.	 	Nature of 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.
	 
	5.02.	 	Benefit Amounts.
	 
	 	 	The Death Benefit payable upon the death of a Participant shall be a monthly benefit equal
to four thousand, one hundred and sixty-six dollars and sixty seven cents ($4,166.67) per
month 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).
	 
	5.03.	 	Vesting of Death Benefit.
	 
	 	 	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.
	 
	5.04.	 	Forfeiture.






	 	(a)	 	Any portion of a Participant’s Death Benefit that does not vest in accordance
with Section 5.03 shall be forfeited on the date the Participant Separates from Service
or dies, whichever occurs earlier, except that a Participant who has a Disability shall
not forfeit his Death Benefit before Normal Retirement.
	 
	 	(b)	 	The Participant’s entire Death Benefit shall be forfeited if a Retirement
Benefit becomes payable to or on the behalf of the Participant in accordance with
Article 4.





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ARTICLE 6. PAYMENT OF PLAN BENEFITS





	6.01.	 	Timing of Benefit Payments.






	 	(a)	 	Retirement Benefit.






	 	(1)	 	Retirement. A Participant who Separates from Service with the
Company pursuant to an Early Retirement or Normal Retirement shall receive his
distribution on the first day of the month coincident with or next following the
later of (A) the date that the Participant attains age sixty-five (65) or
(B) the first date that is more than six (6) months after the date of the
Participant’s Separation from Service, provided that if the Participant dies
after Separation from Service on or after attaining age 65 and before the date
that is six (6) months after the date of the Participant’s Separation from
Service, the Retirement Benefit shall be paid on the first day of the month
coincident with or next following the date of the Participant’s death. The
Participant may request a later distribution in accordance with Section 6.02(a).
If a Participant requests a later distribution, Annual Allocations shall be
credited to his Account in accordance with Section 4.02(a) until he begins to
receive his distribution, and then interest shall be credited to his Account in
accordance with Section 4.02(b) until his Account is fully distributed.
	 
	 	(2)	 	Disability. A Participant who has suffered a Disability before
his eligibility for Normal Retirement shall receive the Retirement Benefit on
the first day of the month coincident with or next following the date that the
Participant attains age sixty-five (65). The Participant may request a later
distribution in accordance with Section 6.02(a). If a Participant requests a
later distribution, interest shall be credited to his Account in accordance with
Section 4.02(b) until his Account is fully distributed.
	 
	 	(3)	 	Change in Control. A Participant whose employment is
involuntarily terminated for any reason other than for Cause within two (2)
years following a Change in Control shall receive his distribution on the first
day of the month coincident with or next following the date that is six (6)
months after the date of his Separation from Service, provided that if the
Participant dies after Separation from Service and before the date that is six
(6) months after the date of the Participant’s Separation from Service, the
Retirement Benefit shall be paid on the first day of the month coincident or
next following the date of the Participant’s death.
	 
	 	(4)	 	Death of a Limited Participant. The Beneficiaries of a
Participant who is actively employed as a Limited Participant on the date of his
death shall receive the Limited Participant’s Account balance in the form of a
lump sum on the first day of the month coincident with or next following the
date of the Limited Participant’s death.





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	 	(b)	 	Death Benefit.






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.




	6.02.	 	Form of Payment.






	 	(a)	 	Retirement Benefit.
	 
	 	 	 	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—






	 	(1)	 	is not effective until at least twelve (12) months after the date
on which the election is made,
	 
	 	(2)	 	defers the first payment with respect to which such election is
made for a period of not less than five (5) years from the date such payment
would otherwise have been made,
	 
	 	(3)	 	is not made less than twelve (12) months before the date of the
first scheduled payment,
	 
	 	(4)	 	does not result in the Participant’s Retirement Benefit
commencing after the later of (A) the Participant’s Separation from Service or
(B) the Participant’s attaining age 70; and
	 
	 	(5)	 	does not result in any part of a Participant’s Retirement Benefit
being paid after the earlier of (A) the fifteenth (15th) year after the
Participant’s Separation from Service or (B) the Participant’s attaining age 85.






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.




	 	(b)	 	Death Benefit.
	 
	 	 	 	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.






	6.03.	 	Administrative Acceleration or Delay of Payment.
	 
	 	 	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





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(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).




	6.04.	 	Withholding.
	 
	 	 	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.
	 
	6.05.	 	Payment to Guardian.
	 
	 	 	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. 
	 
	6.06.	 	Effect of Payment.
	 
	 	 	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.





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ARTICLE 7. BENEFICIARY DESIGNATION





	7.01.	 	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.
	 
	7.02.	 	Changing Beneficiary.
	 
	 	 	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.
	 
	7.03.	 	No Beneficiary Designation.
	 
	 	 	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:






	 	(a)	 	the Participant’s surviving spouse;
	 
	 	(b)	 	the Participant’s children in equal shares, except that if any of the children
predeceases the Participant but leaves surviving issue, then such issue shall take by
right of representation the share the deceased child would have taken if living; or
	 
	 	(c)	 	the Participant’s estate.





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ARTICLE 8. ADMINISTRATION





	8.01.	 	Committee; Duties.
	 
	 	 	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.
	 
	8.02.	 	Agents.
	 
	 	 	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.
	 
	8.03.	 	Binding Effect of Decisions.
	 
	 	 	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.
	 
	8.04.	 	Indemnity of Committee.
	 
	 	 	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.
	 
	8.05.	 	Election of Committee After Change in Control.
	 
	 	 	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.





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ARTICLE 9. CLAIMS PROCEDURE





	9.01.	 	Claim.
	 
	 	 	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.
	 
	9.02.	 	Denial of Claim.
	 
	 	 	If the claim or request is denied, the written notice of denial shall state:






	 	(a)	 	the reasons for denial, with specific reference to the Plan provisions on which
the denial is based;
	 
	 	(b)	 	a description of any additional material or information required and an
explanation of why it is necessary; and
	 
	 	(c)	 	an explanation of the Plan’s claim review procedure, including a statement of
the Claimant’s right to bring a civil action under section 502(a) of ERISA if the claim
is denied (in whole or in part) on appeal.






	9.03.	 	Review of Claim.
	 
	 	 	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.
	 
	9.04.	 	Final Decision.
	 
	 	 	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.





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





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ARTICLE 10. AMENDMENT AND TERMINATION OF PLAN





	10.01.	 	Amendment.
	 
	 	 	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:






	 	(a)	 	Preservation of Account Balance. No amendment shall reduce the amount
accrued in any Account as of the date such notice of the amendment is given.
	 
	 	(b)	 	Changes in Interest Rate. No amendment shall retroactively reduce the
rate of interest which had been credited to a Participant’s Account.
	 
	 	(c)	 	Change in Control. Notwithstanding the foregoing, the Plan may not be
amended in any material respect, except as is provided below in Section 10.02, during
the two (2) year period following a Change in Control.






	10.02.	 	Company’s Right to Terminate.






	 	(a)	 	Termination. The Committee may at any time partially or completely
terminate the Plan. Any such termination must be made by written instrument executed
by the Committee and approved by the Board. In the event of complete termination, the
Plan shall cease to operate and the Company shall have the right to accelerate payments
of any vested Retirement Benefit or Death Benefit to the appropriate Participant or
Beneficiary pursuant to Section 10.02(b).
	 
	 	(b)	 	Effect of Termination. Upon the complete termination of the Plan by
the Committee and termination of all arrangements sponsored by the Company that would
be aggregated with the Plan under section 409A of the Code, the Company shall have the
right, in its sole discretion, and notwithstanding any elections made by the
Participant, to pay the Participant’s Retirement Benefit or Death Benefit in the form
of a lump sum, to the extent permitted under section 409A of the Code. All payments
that may be made pursuant to this Section 10.02(b), shall be made no earlier than the
thirteenth (13th) month and no later than the twenty-fourth (24th) month after the
termination of the Plan. If the Company exercises its discretion to accelerate
payments under this Section 10.02(b), it shall not adopt any new arrangement that would
have been aggregated with the Plan under section 409A of the Code within three (3)
years following the date of the Plan’s termination.





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ARTICLE 11.MISCELLANEOUS





	11.01.	 	Hypothetical Accounts.
	 
	 	 	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.
	 
	11.02.	 	Company Obligation.
	 
	 	 	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.
	 
	11.03.	 	Trust Fund.
	 
	 	 	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.
	 
	11.04.	 	Nonassignability.
	 
	 	 	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





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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.




	11.05.	 	Not a Contract of Employment.
	 
	 	 	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.
	 
	11.06.	 	Protective Provisions.
	 
	 	 	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.
	 
	11.07.	 	Governing Law.
	 
	 	 	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).
	 
	11.08.	 	Severability.
	 
	 	 	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.
	 
	11.09.	 	Headings.
	 
	 	 	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.
	 
	11.10.	 	Notice.
	 
	 	 	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.





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	11.11.	 	Successors.
	 
	 	 	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.






	 	 	 	 	 	 	 
	 	 	AMETEK, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	/s/ Henry J. Policare	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Henry J. Policare	 	 
	 
	 	 	 	 	 	 
	 

	 	DATE: 	11-1-07	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ATTEST	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	/s/ Kathryn E. Sena	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Corporate Secretary	 	 





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Inc., 2004 Executive Death Benefit Plan (Restated January 1,
2005)
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