exv10w1



 






Exhibit 10.1

 

 






AMETEK, INC.




SUPPLEMENTAL SENIOR EXECUTIVE DEATH BENEFIT PLAN




 






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
	 	Generally	 	 	6	 
	3.02
	 	Participation Agreement Required	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE 4 .
	 	RETIREMENT BENEFIT	 	 	7	 
	 
	 	 	 	 	 	 
	4.01
	 	Nature of Benefit	 	 	7	 
	4.02
	 	Amount of Benefit	 	 	7	 
	4.03
	 	Vesting of Retirement Benefit	 	 	7	 
	4.04
	 	Forfeiture	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE 5 .
	 	DEATH BENEFIT	 	 	8	 
	 
	 	 	 	 	 	 
	5.01
	 	Nature of Benefit	 	 	8	 
	5.02
	 	Amount of Benefit	 	 	8	 
	5.03
	 	Vesting of Death Benefit	 	 	8	 
	5.04
	 	Forfeiture	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE 6 .
	 	PAYMENT OF PLAN BENEFITS	 	 	9	 
	 
	 	 	 	 	 	 
	6.01
	 	Timing of Benefit Payments	 	 	9	 
	6.02
	 	Form of Payment	 	 	9	 
	6.03
	 	Administrative Acceleration or Delay of Payment	 	 	11	 
	6.04
	 	Withholding	 	 	11	 
	6.05
	 	Payment to Guardian	 	 	11	 
	6.06
	 	Effect of Payment	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE 7 .
	 	BENEFICIARY DESIGNATION	 	 	12	 
	 
	 	 	 	 	 	 
	7.01
	 	Beneficiary Designation	 	 	12	 
	7.02
	 	Changing Beneficiary	 	 	12	 
	7.03
	 	No Beneficiary Designation	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE 8 .
	 	ADMINISTRATION	 	 	13	 
	 
	 	 	 	 	 	 
	8.01
	 	Committee; Duties	 	 	13	 
	8.02
	 	Agents	 	 	13	 
	8.03
	 	Binding Effect of Decisions	 	 	13	 
	8.04
	 	Indemnity of Committee	 	 	13	 






	 		
	AMETEK, Inc. Supplemental Senior Executive Death Benefit Plan
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	ARTICLE 9 .
	 	CLAIMS PROCEDURE	 	 	14	 
	 
	 	 	 	 	 	 
	9.01
	 	Claim	 	 	14	 
	9.02
	 	Denial of Claim	 	 	14	 
	9.03
	 	Review of Claim	 	 	14	 
	9.04
	 	Final Decision	 	 	14	 
	9.05
	 	Claims for Disability Benefits	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE 10 .
	 	AMENDMENT AND TERMINATION OF PLAN	 	 	15	 
	 
	 	 	 	 	 	 
	10.01
	 	Amendment	 	 	15	 
	10.02
	 	Company’s Right to Terminate	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE 11 .
	 	MISCELLANEOUS	 	 	16	 
	 
	 	 	 	 	 	 
	11.01
	 	Company Obligation	 	 	16	 
	11.02
	 	Trust Fund	 	 	16	 
	11.03
	 	Nonassignability	 	 	16	 
	11.04
	 	Not a Contract of Employment	 	 	16	 
	11.05
	 	Governing Law	 	 	17	 
	11.06
	 	Severability	 	 	17	 
	11.07
	 	Headings	 	 	17	 
	11.08
	 	Notice	 	 	17	 
	11.09
	 	Successors	 	 	17	 






	 		
	AMETEK, Inc. Supplemental Senior Executive Death Benefit Plan
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ARTICLE 1. PURPOSE AND EFFECTIVE DATE





	1.01	 	Purpose.
	 
	 	 	This AMETEK, Inc. Supplemental Senior Executive Death Benefit Plan (the “Plan”) is intended
to provide an additional benefit to certain senior executives of AMETEK, Inc., and its
subsidiaries (the “Company”), 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 (or retires from the Company due to disability before attaining normal
retirement eligibility and then attains normal retirement age), he will receive a Retirement
Benefit determined in accordance with Article 4 of the Plan. In contrast, if a Participant
dies while actively employed by the Company and is otherwise eligible to participate in the
Plan (or after retiring due to disability but before attaining eligibility for normal
retirement), his Beneficiary(ies) will receive a Death Benefit determined in accordance with
Article 5 of the Plan.
	 
	 	 	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 terminates employment (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.






	1.02	 	Effective Date.






	 	(a)	 	The Plan, as hereby amended and restated, is effective January 1, 2005.
	 
	 	(b)	 	This Plan restatement is effective with respect to the entire benefit of a
Participant if the Participant Separates from Service after December 31, 2004.
	 
	 	(c)	 	If a Participant Separated from Service before January 1, 2005, and had not
received his entire benefit as of that date, the Participant’s Retirement Benefit and
Death Benefit shall be subject to the terms of this restatement, except that the
maximum Retirement Benefit amount under Section 4.02(b) and the maximum Death Benefit
amount under Section 5.02(b) shall equal the maximum amounts set forth in paragraphs
Second and First, respectively, of the Participant’s participation agreement under the
1992 restatement of the Plan, as amended. These changes are permitted under the terms
of the 1992 restatement of the Plan because they are being made to all participation
agreements and do not reduce the value of a Participant’s Retirement Benefit or Death
Benefit.
	 
	 	(d)	 	This amendment and restatement of the Plan is not intended to constitute a
“material modification” for purposes of section 409A of the Code with respect to the
benefit of a Participant (and earnings on such benefit), which was earned and vested
(within the meaning of section 409A of the Code) before January 1, 2005. However, the
Company shall not be liable for any adverse tax consequence suffered by a Participant
or Beneficiary if a Participant’s benefit becomes subject to section 409A of the Code.





	 		
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ARTICLE 2. DEFINITIONS AND CONSTRUCTION





	2.01	 	Definitions.
	 
	 	 	As used in the Plan, the following words and phrases shall have the meaning set forth below:






	 	(a)	 	Annual Salary. “Annual Salary” means a Participant’s salary, not
including bonuses or imputed income, paid by the Company for a calendar year.
	 
	 	(b)	 	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.
	 
	 	(c)	 	Board. “Board” means the Board of Directors of AMETEK, Inc.
	 
	 	(d)	 	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.
	 
	 	(e)	 	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
	 
	 	(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





	 		
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	 	(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(e)(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 described in Section 2.01(e)(4)(C), above.






	 	 	 	For purposes of this Section 2.01(e), no acquisition, either directly or indirectly,
by the Participant, his affiliates and associates, the Company, any subsidiary of
the Company, any employee benefit plan of the Company or of any subsidiary of the
Company, or any person or entity organized, appointed or established by the Company
for or pursuant to the terms of any such employee benefit plan shall constitute a
Change in Control.
	 
	 	(f)	 	Code. “Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(g)	 	Committee. “Committee” means the Committee appointed by the Board (or
its delegee) to administer the Plan pursuant to Article 8.
	 
	 	(h)	 	Company. “Company” means AMETEK, Inc., a Delaware corporation.
	 
	 	(i)	 	Death Benefit. “Death Benefit” means the benefit paid on behalf of a
Participant in accordance with Article 5.
	 
	 	(j)	 	Deferred Retirement. “Deferred Retirement” means Separation from
Service by the Participant after attaining age 70.
	 
	 	(k)	 	Disability. “Disability” means a medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last





		 	
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	 	 	 	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.
	 
	 	(l)	 	Early Retirement. “Early Retirement” means Separation from Service by
the Participant after attaining age fifty-five (55) with at least five (5) Years of
Service and before attaining age sixty-five (65).
	 
	 	(m)	 	Effective Date. “Effective Date” means January 1, 2005.
	 
	 	(n)	 	Eligible Executive. “Eligible Executive” means an Employee in the
select group of management or highly compensated senior executives of the Company whom
the Board designates as eligible to participate in the Plan.
	 
	 	(o)	 	Employee. “Employee” means any individual, except any non-resident
alien, employed on a regular basis by the Company; provided, however, that any leased
employee within the meaning of section 414(n)(2) of the Code shall not be included.
	 
	 	(p)	 	ERISA. “ERISA” means the Employee Retirement Income Security Act of
1974, as amended.
	 
	 	(q)	 	Normal Retirement. “Normal Retirement” means Separation from Service
by the Participant on or after attaining age sixty-five (65) and before attaining age
seventy (70).
	 
	 	(r)	 	Optional Form. “Optional Form” means one of the following forms of
payment:






	 	(1)	 	Lump Sum. This Optional Form is payable in one lump sum on the
commencement date specified in Section 6.01(a)
	 
	 	(2)	 	Installments. This Optional Form of benefit is payable monthly
to the Participant for the number of periods designated by the Participant. A
Participant may not elect a number of installment payments that results in
payments being made beyond the date on which the Participant attains age 85.
	 
	 	(3)	 	Life Annuity. This Optional Form of benefit is payable monthly
to the Participant for life.
	 
	 	(4)	 	Life Annuity with 120 or 60 Payments Guaranteed. This Optional
Form of benefit is payable monthly to the Participant for life with the first
one





	 		
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	 	 	 	hundred twenty (120) or sixty (60) monthly payment guaranteed, as elected by
the Participant. A Participant may not elect a period of guaranteed
payments that exceeds the Participant’s remaining life expectancy at the
time of the election.






	 	(s)	 	Participant. “Participant” means any Eligible Executive who is
eligible and has become a participant pursuant to Article 3. 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.
	 
	 	(t)	 	Participation Agreement. “Participation Agreement” shall mean any of
the agreements entered into by the Company and any Participant in accordance with
Section 3.02.
	 
	 	(u)	 	Plan. “Plan” means the AMETEK, Inc. Supplemental Senior Executive
Death Benefit Plan.
	 
	 	(v)	 	Plan Year. “Plan Year” means the calendar year.
	 
	 	(w)	 	Retirement Benefit. “Retirement Benefit” means the benefit payable to
a Participant at Early Retirement, Normal Retirement or Deferred Retirement under
Article 4.
	 
	 	(x)	 	Separation from Service. “Separation from Service” or “Separates from
Service” means separation from service within the meaning of section 409A of the Code.
	 
	 	(y)	 	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	 	Generally.






	 	(a)	 	If an Eligible Executive is a Participant on the Effective Date and his benefit
is subject to the terms of this restatement in accordance with Section 1.02(b), the
Eligible Executive will remain a Participant if he executes a new Participation
Agreement; if the Eligible Executive fails to execute a new Participation Agreement, he
shall cease being a Participant as of the Effective Date.
	 
	 	(b)	 	If an Employee is designated an Eligible Executive on or after the Effective
Date, the Eligible Executive will become a Participant when he properly executes a
Participation Agreement.






	3.02	 	Participation Agreement Required.






	 	(a)	 	No Eligible Executive under Sections 3.01(a) or 3.01(b) will be eligible to be
a Participant in the Plan unless he and the Company execute a Participation Agreement
evidencing his participation in the Plan. The executed Participation Agreement will
constitute an agreement between the Company and the Eligible Executive that binds both
of them to the terms of the Plan and will bind their heirs, executors, administrators,
successors, and assigns, both present and future.
	 
	 	(b)	 	In the case of an Eligible Executive described under Section 3.01(a), the
executed Participation Agreement will also constitute the Eligible Executive’s written
agreement to waive all rights he may have under any earlier restatement of the Plan or
agreement under the Plan.





	 		
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ARTICLE 4. RETIREMENT BENEFIT





	4.01	 	Nature of Benefit.
	 
	 	 	A Participant’s Retirement Benefit shall be a lump sum or a series of installment or annuity
payments that are payable if a Participant Separates from Service (a) pursuant to an Early
Retirement, Normal Retirement, or Deferred Retirement or (b) before Normal Retirement as a
result of Disability and then attains age 65.
	 
	 	 	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	 	Amount of Benefit.
	 
	 	 	The Retirement Benefit shall be an annual amount (or the actuarial equivalent of an annual
amount) equal to one tenth of the lesser of:






	 	(a)	 	two times the Participant’s average Annual Salary received from the Company
during the five consecutive calendar years immediately preceding the calendar year of
the Participant’s Separation from Service in accordance with Section 6.01(a), the
product of which shall be rounded off to the next highest multiple of $50,000; or
	 
	 	(b)	 	the maximum Retirement Benefit amount set forth in the Participant’s
Participation Agreement.






	4.03	 	Vesting of Retirement Benefit.
	 
	 	 	Each Participant shall become 100% vested in his Retirement Benefit upon (a) Separation from
Service pursuant to either an Early Retirement, Normal Retirement, or Deferred Retirement or
(b) attaining age 65 after Separating from Service as a result of a Disability before Normal
Retirement.






	4.04	 	Forfeiture.






	 	(a)	 	Any portion of a Participant’s Retirement Benefit that does not vest in
accordance with Section 4.03 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 Retirement Benefit before Normal Retirement.
	 
	 	(b)	 	The Participant’s entire Retirement Benefit shall be forfeited if a Death
Benefit becomes payable on the Participant’s behalf in accordance with Article 5.
	 
	 	(c)	 	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’s employment has been terminated for Cause.





	 		
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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
or (b) before he becomes eligible for Normal Retirement if he Separates from Service on
account of a Disability.
	 
	 	 	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	 	Amount of Benefit.
	 
	 	 	The Death Benefit shall be an annual amount equal to one tenth of the lesser of:






	 	(a)	 	two times the Participant’s average Annual Salary received from the Company
during the five consecutive calendar years immediately preceding the calendar year of
the Participant’s death rounded off to the next highest multiple of $50,000; or
	 
	 	(b)	 	the maximum Death Benefit amount set forth in the Participant’s Participation
Agreement.






	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 or (b) before reaching eligibility for Normal Retirement if
the Participant Separates from Service as a result of 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.
	 
	 	(b)	 	The Participant’s entire Death Benefit shall be forfeited if a Retirement
Benefit becomes payable on the Participant’s behalf 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)	 	Early or Normal Retirement. A Participant who Separates from
Service pursuant to an Early Retirement or a Normal Retirement shall receive or
shall begin receiving the Retirement Benefit on the first day of the month
coincident with or next following the earlier of (A) the date of the
Participant’s death or (B) the date that the Participant attains age 70.
	 
	 	(2)	 	Deferred Retirement. A Participant who Separates from Service
pursuant to a Deferred Retirement shall receive or shall begin receiving the
Retirement Benefit on the first day of the month coincident with or next
following the date that is six (6) months after the date of the Participant’s
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 with or next following the date of the
Participant’s death.
	 
	 	(3)	 	Disability. A Participant who Separates from Service due to
Disability before he is eligible for Normal Retirement shall receive or shall
begin receiving the Retirement Benefit on the first day of the month coincident
or next following the date he attains age 65.






	 	(b)	 	Death Benefit.
	 
	 	 	 	The Death Benefit payable on behalf of a Participant shall begin to be paid 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.






	 	(1)	 	General. The Retirement Benefit payable to any Participant
shall be paid in equal monthly installments for ten years unless the
Participant makes a valid election, in accordance with subsections (2), (3), or
(4), below, to receive his Retirement Benefit in an Optional Form. The most
recently filed election that meets the requirements of subsections (2), (3),
or (4) below, shall be effective.
	 
	 	(2)	 	Initial Election Regarding Form of Payment.






	 	(A)	 	Normal Rule. A Participant may elect
an Optional Form by making such election before the expiration of
thirty (30) days from the date he first becomes eligible to participate
in the Plan, provided that he has not, within the preceding twenty-four
(24) months, been eligible to participate in any other non-account-





	 		
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	 	 	 	based deferred compensation arrangement of the Company (within the
meaning of section 409A of the Code).
	 
	 	(B)	 	One-Time Election Before January 1,
2008. A Participant may make a special election of any Optional
Form (or may revoke any prior election) before January 1, 2008;
provided, however, that the Participant may not make a new election
under this paragraph after December 31, 2006, if (1) all or any portion
of his Retirement Benefit would otherwise be paid during 2007 or (2)
the election would accelerate payment of all or a portion of his
Retirement Benefit into 2007; and provided, further, that the election
satisfies Sections 6.02(a)(4)(D) and (E), below. The Participant must
elect the same time and form of distribution for his entire Retirement
Benefit.






	 	(3)	 	Election Between Life Annuities. A Participant may file an
election to receive an Optional Form that is an annuity at any time before the
first annuity payment is made, provided that (A) the Participant’s existing
election is an annuity and (B) both the annuity payable under the existing
election and the annuity payable under the new election are considered “life
annuities” for purposes of section 409A of the Code.
	 
	 	(4)	 	Modification of Election. If a Participant wishes to change
the form of payment for his Retirement Benefit, and the new election does not
satisfy the requirements of Section 6.02(a)(2)(B) (concerning elections before
January 1, 2008) or Section 6.02(a)(3) (concerning elections between life
annuities), the Participant’s new payment election must satisfy the
requirements of this Section 6.02(a)(4). A Participant may change his election
under this Section 6.02(a)(4) only if the new election —






	 	(A)	 	is not effective until at least twelve (12)
months after the date on which the election is made;
	 
	 	(B)	 	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;
	 
	 	(C)	 	is not made less than twelve (12) months before
the Retirement Benefit would otherwise commence or be paid under
Section 6.01;
	 
	 	(D)	 	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 75; and
	 
	 	(E)	 	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.






	 	(5)	 	Optional Forms are Actuarially Equivalent. In all instances,
the Retirement Benefit payable under this Section 6.02 shall be the actuarial





	 		
	AMETEK, Inc. Supplemental Senior Executive Death Benefit Plan
	 	

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	 	 	 	equivalent of the Retirement Benefit determined under Section 4.02.
Actuarial equivalence shall be determined using reasonable actuarial factors
determined by the Committee to be appropriate for this purpose.
	 
	 	(6)	 	Continued Payment of Retirement Benefit After Participant’s
Death. If the Participant dies after his retirement under this Plan and before
his Retirement Benefit is paid in full (and the Participant has not chosen to
have his Retirement Benefit paid as an annuity without guaranteed payments),
the Company shall pay to the Participant’s Beneficiaries any remaining amounts
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 when it is due under the Plan if the payment
is made (a) no earlier than thirty (30) days before the due date specified by the Plan or
(b) on a date later than the due date specified by the Plan that is either (1) in the same
Plan Year (for a payment whose specified due date is on or before September 30) or (2) by
the fifteenth (15th) day of the third calendar month following the date specified by the
Plan (for a payment whose specified due date is on or after October 1).






	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.





	 		
	AMETEK, Inc. Supplemental Senior Executive Death Benefit Plan
	 	

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ARTICLE 7. BENEFICIARY DESIGNATION





	7.01	 	Beneficiary Designation.
	 
	 	 	Each Participant shall have the right, at any time, 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 when 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. 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, 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.





			
	 	 	 
	AMETEK, Inc. Supplemental Senior Executive Death Benefit Plan
	 	

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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
denial 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.
	 
	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.





			
	 	 	 
	AMETEK, Inc. Supplemental Senior Executive Death Benefit Plan
	 	

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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 or on behalf
of all Committee members, notice of which shall be given to all Participants and to any
Beneficiary receiving installment payments, except that no amendment shall reduce the amount
of any Retirement Benefit or Death Benefit that is vested in accordance with Sections 4.03
or 5.03, respectively, as of the date such notice of the amendment is given.
	 
	10.02	 	Company’s Right to Terminate.
	 
	 	 	The Committee may at any time partially or completely terminate the Plan. Any termination
of the Plan 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 distribute the Retirement Benefit or Death Benefit to the appropriate
Participant or Beneficiary in accordance with Article 6.





			
	 	 	 
	AMETEK, Inc. Supplemental Senior Executive Death Benefit Plan
	 	

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ARTICLE 11. MISCELLANEOUS





	11.01	 	Company Obligation.
	 
	 	 	The Company shall not be required to fund any obligations under the Plan. Except as
provided in Section 11.02, 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.
	 
	11.02	 	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 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.
	 
	11.03	 	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 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.
	 
	11.04	 	Not a Contract of Employment.
	 
	 	 	This Plan shall not constitute a contract of employment between the Company and the
Participant. Nothing in this Plan shall give a 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 a Participant at any time.





			
	 	 	 
	AMETEK, Inc. Supplemental Senior Executive Death Benefit Plan
	 	

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	11.05	 	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).
	 
	11.06	 	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.
	 
	11.07	 	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.
	 
	11.08	 	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.
	 
	11.09	 	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
	 
	 	 	 	 
	 

	 	BY:	 	Henry J. Policare
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	DATED:         11/1/07





	 	 	 	 	 
	 	 	ATTEST
	 
	 	 	 	 
	 

	 	BY:	 	/s/ Kathryn E. Sena
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Kathryn E. Sena
	 

	 	 	 	 
	 

	 	 	 	Corporate Secretary




			
	 	 	 
	AMETEK, Inc. Supplemental Senior Executive Death Benefit Plan
	 	

page 17