exv10w22



 


Exhibit 10.22




GRACO INC.




NONEMPLOYEE DIRECTOR RETAINER/MEETING FEES

CASH/STOCK/DEFERRED STOCK



ELECTION/CHANGE IN ELECTION FORM



	 	 	 
	SUBMIT TO:

	 	Secretary to the Board, Legal Department, Graco Inc., P.O. Box 1441, Mpls, MN. 55440-1441
	 
	 	 
	NAME:

	 	
 

Stock may be registered in director’s name and name of one other person. Print name(s)
exactly as you wish them to appear in stock register.





EFFECTIVE DATE: This Form must be completed and delivered to the Secretary to the Board before
the beginning of the tax year in which the services are to be performed. Your election will remain
in effect for, and may not be changed during, the entire tax year. A director is encouraged to
complete a new Election Form each year as some of the content may have been amended from that
contained in prior election forms. However, if a Change in Election Form is not received prior to
the beginning of any tax year, the election currently in effect will remain in effect for the next
tax year. An individual who becomes a nonemployee director during a tax year may participate in
this Program only if the individual has not previously been eligible to participate in any deferred
compensation plan required to be aggregated with this Program pursuant to regulations issued under
Section 409A of the Internal Revenue Code. If eligible, the individual must complete and deliver
his Initial Election Form to the Secretary no later than 30 days after the date that the individual
first becomes a nonemployee director and the election will be applicable only to services performed
after receipt of the Form by the Secretary.



Check One:





	 	o 	 	Initial Election. Allocate my annual retainer and meeting fees according to the
percentages indicated below.
	 
	 	o 	 	Change in Election. I elect to change my election for the taxable year following
the current taxable year and all taxable years subsequent thereto, unless I submit a
Change in Election Form prior to the commencement of the applicable taxable year.
Allocate my annual retainer and meeting fees according to the percentages indicated
below.





     Fill in Blanks:



	 	 	 	 	 
	Retainer: [Select one: 0%, 25%, 50%, 75%, 100%]
	 	 	 	 
	Percentage of Retainer paid in cash:
	 	 	%	 
	 
	 	 	 
	Percentage of Retainer paid in Graco stock:
	 	 	%	 
	 
	 	 	 
	Percentage of Retainer credited to Deferred Stock Account:
	 	 	%	 
	 
	 	 	 
	 	TOTAL**
	 	%	 
	 
	 	 	 
	 
	 	 	 	 
	Meeting Fees (Board and Committee): [Select one: 0%, 25%, 50%, 75%, 100%]
	 	 	 	 
	Percentage of Meeting Fees paid in cash:
	 	 	%	 
	 
	 	 	 
	Percentage of Meeting Fees paid in Graco stock:
	 	 	%	 
	 
	 	 	 
	Percentage of Meeting Fees credited to Deferred Stock Account:
	 	 	%	 
	 
	 	 	 
	 	TOTAL**
	 	%	 








 




			
	**  	 	Total cannot exceed 100%




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PAYMENT ELECTION:



If you have made a Deferred Stock Account Election, select one of the payment options below. NOTE:
If you are changing your payment election from a payment election previously made, the new payment
election will apply only to deferrals made with respect to services performed in tax years
subsequent to the current tax year. Previous payment elections are irrevocable with respect to
services performed in the tax years to which they apply.



I elect to receive payment from my Deferred Stock Account by the method checked below.





	o 	 	Lump sum. Credits to a Deferred Stock Account will be paid in full by the issuance of shares of Graco Common Stock
plus cash in lieu of any fractional share on January 10, or the first business day after January 10, of the year
following my separation from service, as defined by regulations and rulings issued under Section 409A of the Internal
Revenue Code, as amended (the “IRC”), or such other date as elected by me. Alternative date:                                         .(month/date/year)
	 
	o 	 	Installments. Number of installments elected (from 2 to 15):                                         . Credits to a Deferred Stock Account will be paid
in annual installments by the issuance of shares of
Graco Common Stock, plus cash in lieu of any
fractional share, on January 10, or the first
business day after January 10, of each year
following my separation from service on the Board as
defined by regulations and rulings issued under
Section 409A of the IRC,. The number of annual
installments may range from 2 to 15. The amount of
each payment will be computed by multiplying the
number of shares credited to my Deferred Stock
Account as of January 10 of each year by a fraction,
the numerator of which is one and the denominator of
which is the total number of installments elected
(not to exceed fifteen) minus the number of
installments previously paid. Amounts paid prior to
the final installment payment will be rounded to the
nearest whole number of shares. The final
installment payment will be for the whole number of shares remaining credited to my Deferred Stock
Account, plus cash in lieu of any fractional share.





BENEFICIARY



In order to permit the payment of your Deferred Stock Account to a beneficiary in the event of your
death prior to the complete payout of your Deferred Stock Account, provide the information
indicated below:




	 	 	 	 	 
	Primary Beneficiary(ies)*

	 	 
	 	Secondary Beneficiary(ies)*
	 

	 	 	 	(If no primary beneficiary survives you)
	Name


	 	 	 	Name

	Address


	 	 	 	Address

	 

	 	 	 	 
	Name


	 	 	 	Name

	Address


	 	 	 	Address

		 	 	 	 
	*    Your Primary Beneficiaries will share equally unless any
beneficiary dies before you or
unless you specify otherwise
above.

	 	 	 	*    Your Secondary Beneficiaries will share
equally unless any beneficiary dies
before you or unless you specify
otherwise above.






I have made the elections indicated above and on the reverse side and have received and read the
Terms applicable to this Stock/Deferred Stock Program which are set forth in the document attached
hereto entitled Graco Inc. Nonemployee Director Stock and Deferred Stock Program Terms and hereby
agree to such Terms.




	 	 	 	 	 
	 
	
       
       
       Date

	 	 	 	Signature







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GRACO INC.

NONEMPLOYEE DIRECTOR

STOCK AND DEFERRED STOCK PROGRAM




TERMS



     1. Purpose of the Stock and Deferred Stock Program. The purpose of the Graco
Inc. Nonemployee Director Stock and Deferred Stock Program (the “Program”) is to provide an
opportunity for nonemployee members of the Board of Directors (the “Board”) of Graco Inc. (“Graco”
or the “Company”) to increase their ownership of Graco Common Stock (“Common Stock”) and thereby
align their interest in the long-term success of the Company with that of the other shareholders.
Each nonemployee director may elect to receive all or a portion of his or her retainer and/or any
fees payable for attendance at Board or Committee meetings in the form of shares of Common Stock or
defer the receipt of such shares until a later date pursuant to an election made under the Program.



     2. Eligibility. Directors of the Company who are not also officers or other employees
of the Company or its subsidiaries are eligible to participate in the Program (“Eligible
Directors”).



     3. Administration. The Program will be administered by the Secretary of the Company
(the “Administrator”). Since the issuance or crediting of shares of Common Stock pursuant to the
Program is based on elections made by Eligible Directors, the Administrator’s duties under the
Program will be limited to matters of interpretation and administrative oversight. All questions
of interpretation of the Program will be determined by the Administrator, and each determination,
interpretation or other action that the Administrator makes or takes pursuant to the provisions of
the Program will be conclusive and binding for all purposes and on all persons. The Administrator
will not be liable for any action or determination made in good faith with respect to the Program.



     4. Election to Receive Stock and Stock Issuance.




     4.1. Election to Receive Stock/Credit in Lieu of Cash. On forms provided by
the Company, each Eligible Director may irrevocably elect (“Stock Election”) in lieu of
cash, (i) to be issued shares of Common Stock or (ii) to have credited to an account
(“Deferred Stock Account”) the number of shares of Common Stock having a Fair Market Value,
as defined in Section 4.3, equal to 25%, 50%, 75% or 100% of the annual cash retainer (the
“Retainer”) and/or 25%, 50%, 75% or 100% of any fees payable for attendance at Board or
Committee meetings (the “Meeting Fees”) payable to that director for services rendered as a
director (“Participating Director”). Eligible Directors are customarily paid the Retainer
and the Meeting Fees in quarterly installments in arrears at the end of



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each calendar quarter. Any Stock Election must be received by the Company before the
commencement of the first full taxable year with respect to which such election is made.
Any Stock Election may only be amended or revoked (“Amended Stock Election”) in accordance
with the procedure set forth in Section 4.4.




     4.1.1. Initial Election. An individual who first becomes an Eligible
Director during a taxable year may make a Stock Election by delivering an election
form to the Secretary of the Company within thirty (30) calendar days of the date
that the individual first becomes an Eligible Director, provided that the
individual has not previously been eligible to participate in any deferred
compensation plan required to be aggregated with this Program pursuant to
regulations issued under Section 409A of the Internal Revenue Code. In the event
that an individual is permitted to become a Participating Director under this
subsection, the Stock Election will be applicable only to services performed after
the election form is received by the Secretary.




     4.2. Issuance of Stock/Application of Credit in Lieu of Cash. If the Stock
Election is for the issuance of shares of Common Stock, shares of Common Stock having a
Fair Market Value equal to the amount of the Retainer and/or Meeting Fees so elected shall
be issued to each Participating Director when each quarterly installment of the Retainer
and the Meeting Fees is customarily paid. The Company shall not issue fractional shares,
but in lieu thereof shall pay cash of equivalent value using the same Fair Market Value
used to determine the number of Shares to be issued on the relevant issue date. If the
Stock Election is for a credit to a Deferred Stock Account, the number of shares of Common
Stock (rounded to the nearest hundredth of a share) having a Fair Market Value equal to the
amount of the Retainer and/or the Meeting Fees so elected shall be credited to the
Participating Director’s Deferred Stock Account when each quarterly installment of the
Retainer and Meeting Fees is customarily paid. In the event that a Participating Director
elects to receive less than 100% of each quarterly installment of the Retainer and/or
Meeting Fees in shares of Common Stock, either issued or credited, he or she shall receive
the balance of the quarterly installment in cash.




     4.3. Fair Market Value. For purposes of converting dollar amounts into shares
of Common Stock, the Fair Market Value of each share of Common Stock shall be equal to the
closing price of one share of the Company’s Common Stock on the New York Stock
Exchange-Composite Transactions on the last business day of the calendar quarter for which
such shares are issued or credited.




     4.4. Change in Election. Each Participating Director may irrevocably elect in
writing to change an earlier Stock Election, either to elect to be issued shares of Common
Stock or to have credited to the Participating Director’s Deferred Stock Account, a number
of shares of Common Stock having a Fair



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Market Value equal to a percentage of the Participating Director’s Retainer and/or
Meeting Fees different from the percentages previously elected or to receive the entire
Retainer and/or Meeting Fees in cash (an “Amended Stock Election”). An Amended Stock
Election shall not become effective until the commencement of the first full taxable year
after the date of receipt of such Amended Stock Election by the Company and shall only
apply prospectively.




     4.5. Termination of Service as a Director. If a Participating Director leaves
the Board before the conclusion of any calendar quarter and has elected to be issued shares
of Common Stock, he or she will be paid the quarterly installment of the Retainer and
Meeting Fees, not in shares of Common Stock, but entirely in cash, notwithstanding that a
Stock Election or Amended Stock Election is on file with the Company. The date of
termination of a Participating Director’s service as a director of the Company will be
deemed to be the date of termination recorded on the personnel or other records of the
Company.




     4.6. Dividend Credit. Each time a dividend is paid on the Common Stock, each
Participating Director who has a Deferred Stock Account shall receive a credit to his or
her Deferred Stock Account equal to that number of shares of Common Stock (rounded to the
nearest one-hundredth of a share) having a Fair Market Value on the dividend payment date
equal to the amount of the dividend payable on the number of shares of Common Stock
credited to the Participating Director’s Deferred Stock Account on the dividend record
date.



     5. Payment of Deferred Stock Account. Subject to the regulations and rulings issued
under Section 409A of the Internal Revenue Code, as amended (the “IRC”), the following rules apply.




     5.1. Payment Election. At the time of making the Stock Election in which the
Participating Director elects to have a Deferred Stock Account credited in accordance with
the provisions of Section 4.1, the Participating Director will also elect the manner and
timing for payment of the amounts credited to his or her Deferred Stock Account (“Payment
Election”) from the alternatives described in Section 5.2. The Participating Director may
change the manner and timing for payment of amounts to be credited to his or her Deferred
Stock Account by executing another Payment Election; provided, however, that the previously
made Payment Election will be irrevocable as to all amounts credited to the Participating
Director’s Deferred Stock Account prior to the effective date of the new Payment Election.
A new Payment Election shall not become effective until the commencement of the first full
taxable year after the date of receipt of such new Payment Election by the Company.




     5.2. Payment from Deferred Stock Accounts. A Participating Director may elect
to receive payment from his or her Deferred Stock Account in a lump sum or installments.
Payments, whether in a lump sum or by installments, shall be made in shares of Common Stock
plus cash in lieu of any fractional share.



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Unless the Participating Director elects to receive payment in installments, credits
to a Participating Director’s Deferred Stock Account shall be payable in full on January 10
of the year following the Participating Director’s termination from service as defined in
regulations and rulings issued under Section 409A of the IRC, the first business day after
January 10, or such other date as elected by the Participating Director pursuant to Section
5.1. If the Participating Director elects to receive payment from his or her Deferred
Stock Account in installments, each installment payment will be made annually on January 10
of each year, or the first business day after January 10, and the amount of each payment
will be computed by multiplying the number of shares credited to the Deferred Stock Account
as of January 10 of each year by a fraction, the numerator of which is one and the
denominator of which is the total number of installments elected (not to exceed fifteen)
minus the number of installments previously paid. Amounts paid prior to the final
installment payment will be rounded to the nearest whole number of shares; the final
installment payment shall be for the whole number of shares remaining credited to the
Deferred Stock Account, plus cash in lieu of any fractional share.




     5.3 Six-Month Delay in Commencement of Payment. If a Participating Director
as of the date of payment is a “specified employee” as defined by the regulations issued
under Section 409A, the payment (if lump sum) or the initial payment (if installments) to
the Participating Director from his or her Deferred Stock Account shall be delayed until
six (6) months following the date upon which the payment would have otherwise been made
pursuant to Section 5.2 of these Terms.



     6. Beneficiary.




     6.1. Beneficiary Designation. A Participating Director may designate a
beneficiary or beneficiaries who, upon his or her death, shall immediately receive the full
payment of all unpaid credits to said Participating Director’s Deferred Stock Account,
including payments for which the Participating Director has elected installment payments.
All designations shall be in writing and shall be effective only if and when delivered to
the Company during the lifetime of the Participating Director. Unless otherwise indicated
by the Participating Director, no amounts shall be paid to the estate or heirs of
beneficiaries who die before the Participating Director.




     6.1.1. Rules. Unless a Participating Director has otherwise specified
in his Beneficiary designation, the following rules shall apply:




     (a) If there is insufficient evidence that a Beneficiary was living
at the time of the death of the Participating Director, the Beneficiary
shall be deemed to be not living at the time of the Participating
Director’s death.


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     (b) The Beneficiaries designated by the Participating Director shall
become fixed at the time of the Participating Director’s death so that, if
a Beneficiary survives the Participating Director but dies before the
receipt of payment due such Beneficiary hereunder, such payment shall be
made to the representatives of such Beneficiary’s estate.




     (c) If the Participating Director designates as a Beneficiary the
person who is the Participating Director’s spouse on the date of the
designation, either by name or relationship, or both, the dissolution,
annulment or other legal termination of the marriage between the
Participating Director and such person shall automatically revoke such
designation. The foregoing shall not prevent the Participating Director
from designating a former spouse as a Beneficiary on a form signed by the
Participating Director and received by the Secretary of the Company after
the date of the legal termination of the marriage between the
Participating Director and such former spouse, and during the
Participating Director’s lifetime. Notwithstanding the foregoing, if the
Participating Director has elected to have the Stock registered in the
name of the Participating Director and another person, and the
Participating Director has commenced receiving payment under the Program,
the joint owner of the Stock may not be changed.




     (d) Any designation of a Beneficiary by name accompanied by a
description of the relationship of the Beneficiary to the Participating
Director shall be given effect without regard to whether the relationship
to the Participating Director exists either then or at the time of the
Participating Director’s death.




     (e) Any designation of a Beneficiary only by statement of the
Beneficiary’s relationship to the Participating Director shall be
effective only to designate the person or persons standing in that
relationship to the Participating Director at the time of the
Participating Director’s death.




     6.2. Change of Beneficiary. A Participating Director may from time to time
during his or her lifetime change his or her beneficiary or beneficiaries by a written
instrument delivered to the Company. In the event a Participating Director shall not
designate a beneficiary or beneficiaries pursuant to this Section, or if for any reason
such designation shall be ineffective, in whole or in part, the distribution that otherwise
would have been paid to such Participating Director shall be paid to his or her estate and
in such event, the term “beneficiary” shall include his or her estate.



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     7. Limitation on Rights of Eligible and Participating Directors.




     7.1. Service as a Director. Nothing in the Program will interfere with or
limit in any way the right of the Company’s Board or its shareholders to remove an Eligible
or Participating Director from the Board. Neither the Program nor any action taken
pursuant to it will constitute or be evidence of any agreement or understanding, express or
implied, that the Company’s Board or its shareholders have retained or will retain an
Eligible or Participating Director for any period of time or at any particular rate of
compensation.




     7.2. Nonexclusivity of the Program. Nothing contained in the Program is
intended to effect, modify or rescind any of the Company’s existing compensation programs
or programs or to create any limitations on the Board’s power or authority to modify or
adopt compensation arrangements as the Board may from time to time deem necessary or
desirable.



     8. Program Amendment, Modification and Termination. The Board may suspend or
terminate the Program at any time. The Board may amend the Program from time to time in such
respects as the Board may deem advisable in order that the Program will conform to any change in
applicable laws or regulations or in any other respect that the Board may deem to be in the
Company’s best interests.



     9. Participants are General Creditors of the Company. The Participating Directors
and beneficiaries thereof shall be general, unsecured creditors of the Company with respect to any
payments to be made pursuant to the Program and shall not have any preferred interest by way of
trust, escrow, lien or otherwise in any specific assets of the Company. If the Company shall, in
fact, elect to set aside monies or other assets to meet its obligations hereunder (there being no
obligation to do so), whether in a grantor’s trust or otherwise, the same shall, nevertheless, be
regarded as part of the general assets of the Company subject to the claims of its general
creditors, and neither any Participating Director nor any beneficiary thereof shall have a legal,
beneficial or security interest therein.



     10. Miscellaneous.




     10.1. Securities Law and Other Restrictions. Notwithstanding any other
provision of the Program or any Stock Election or Amended Stock Election delivered pursuant
to the Program, the Company will not be required to issue any shares of Common Stock under
the Program and a Participating Director may not sell, assign, transfer or otherwise
dispose of shares of Common Stock issued pursuant to the Program, unless:




     (a) there is in effect with respect to such shares a registration statement
under the Securities Act of 1933, as amended (the “Securities Act”) and any
applicable state securities laws or an exemption from such registration under the
Securities Act and applicable state securities laws, and



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     (b) there has been obtained any other consent, approval or permit from any
other regulatory body that the Administrator, in his or her sole discretion, deems
necessary or advisable. The Company may condition such issuance, sale or transfer
upon the receipt of any representations or agreements from the parties involved,
and the placement of any legends on certificates representing shares of Common
Stock, as may be deemed necessary or advisable by the Company, in order to comply
with such securities law or other restriction.




     10.2. Adjustment to Shares. In the event of any reorganization, merger,
consolidation, recapitalization, liquidation, reclassification, stock dividend, stock
split, combination of shares, rights offering, divestiture or extraordinary dividend, an
appropriate adjustment shall be made in the number and/or kind of securities available for
issuance under the Plan to prevent the dilution or the enlargement of the rights of the
Eligible and Participating Directors.



     11. Governing Law. The validity, construction, interpretation, administration and
effect of the Program and any rules, regulations and actions relating to the Program will be
governed by and construed exclusively in accordance with the laws of the State of Minnesota, to the
extent that federal laws and regulations do not apply.



     12. Compliance with Section 409A. The plan is maintained as a nonqualified deferred
compensation arrangement under section 409A of the Internal Revenue Code. Each provision should be
interpreted and administered accordingly.




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