EX-10.12






Exhibit
(10.14)




BADGER METER, INC.

AMENDED AND RESTATED BADGER METER, INC. DEFERRED COMPENSATION PLAN

(approved December 12, 2008 and retroactively effective on
January 1, 2008)



Section 1: Establishment and Purposes




     1.1.  Establishment. Badger Meter, Inc., a Wisconsin corporation (the “Company”),
hereby adopts, effective as of January 1, 2008, this Amended and Restated Badger Meter, Inc.
Deferred Compensation Plan (the “Plan”), a nonqualified deferred compensation plan designed to
benefit key employees of the Company. The Plan, as amended and restated herein, supersedes all
prior versions of such plan and applies with respect to any amounts deferred after December 31,
2005. Amounts deferred prior to that date are subject to the terms of the plan as in effect in
2004.



     1.2. Purposes. The purposes of this Plan are to enable the Company to attract and
retain persons of outstanding competence, and to provide a means whereby the receipt of certain
amounts payable by the Company to selected key employees may be deferred to some future period.



Section 2: Definitions




     2.1. Definitions. Whenever used herein, the following terms shall have the meanings set
forth below:




(a) “Board” means the Board of Directors of the Company.




(b) “Change of Control” means the events determined by the Committee to constitute
a change of control of the Company within the meaning of Code Section 409A and the
default rules of Treas. Reg § 1.409A-3(i)(5). The Committee shall have the
discretion to determine when events constituting a change of control of the
Company have occurred; provided, however, that such a determination shall not be
unreasonably withheld.




(c) “Committee” means the Corporate Governance Committee of the Board or any
successor committee thereto.




(d) “Compensation” means the gross Salary and Bonuses payable to a Participant
during a Year.




(i) “Salary” means all regular, basic Compensation, before reduction for
amounts deferred pursuant to this Plan or any other plan of the Company,
payable in cash to a Participant for services during the Year, exclusive
of any Bonuses or incentive compensation, special fees or awards,
allowances, or amounts designated by the Company as payment toward or
reimbursement of expenses.




(ii) “Bonus” or “Bonuses” means any annual incentive award based
on an assessment of performance, payable by the Company to a Participant
in a Year.




(e) “Growth Increment” means the amount of interest earned on a
Participant’s deferred amounts.




(f) “Participant’” means an individual selected by the Committee for
participation in the Plan.




(g) “Separation from Service” shall occur when an individual has a termination of
employment with the Company within the meaning of Code Section 409A, subject to
the following conditions:




(i) If the Participant takes a leave of absence from the Company for
purposes of military leave, sick leave or other bona fide leave of
absence, the Participant’s employment will be deemed to continue for the
first six (6) months of the leave of absence, or if longer, for so long
as the Participant’s right to reemployment is provided by either by
statute or by contract. If the period of the leave exceeds six (6)
months and the Participant’s right to reemployment is not provided by
either statute or contract, the Participant will be considered to have
incurred a Separation from Service on the first day of the seventh (7th)
month of the leave of absence.




(ii) The Participant will be deemed to have incurred a Separation from
Service when the level of bona fide services performed by the Participant
for the Company (whether as an employee or as an independent contractor)
permanently decreases to a level equal to twenty percent (20%) or less of
the average level of services performed by the




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Participant during the immediately preceding thirty-six (36)-month period
(or the Participant’s actual period of service, if less). The
Participant will not be deemed to have incurred a Separation from Service
if the Participant continues to provide bona fide services to the Company
in any capacity (whether as an employee or an independent contractor) at
a level that is greater than twenty percent (20%) of the average level of
services performed by the Participant during the immediately preceding
thirty-six (36)-month period (or the Participant’s actual period of
service, if less).




(h) “Total and Permanent Disability” shall be deemed to have occurred when the
Participant (i) is unable to engage in any substantial, gainful activity by reason
of any 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 12 months, or (ii) is, by reason of any 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 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident and
health plan covering employees of the Company. The occurrence of a disability and
the date of onset of disability shall be determined by the Company in its sole
discretion, relying on such information as Company deems necessary or appropriate.




(i) “Year” means the fiscal year of the Company ending on December 31.




2.2. Gender and Number. Except when otherwise indicated by the context, any
masculine terminology used herein also shall include the feminine gender, and the definition
of any term herein in the singular also shall include the plural.



Section 3: Eligibility and Participation





3.1. Eligibility. The officers of the Company and other key employees approved by
the Committee shall be eligible to participate in this Plan. It is intended that
participation in this Plan is to be limited to a select group of management or highly
compensated employees and the Committee shall not include in the Plan any employee who does
not fall into that category.




3.2. Participation. The Committee of the Board shall approve individuals for
participation in the Plan. In the event a Participant no longer meets the requirements for
participation in this Plan, he shall become an inactive Participant, retaining all the rights
described under this Plan (including the right to receive any Salary or Bonuses previously
deferred under this Plan and credited to his deferred compensation account as described in
Section 5, as well as any Growth Increments earned on such amounts), except the right to make
any further deferrals, until the time he again becomes an active Participant or incurs a
Separation from Service from the Company, dies or suffers a Total and Permanent Disability.




3.3. Partial Year Participation. In the event that an individual becomes an employee
of the Company after the beginning of a Year, or otherwise becomes eligible to participate
after the beginning of a Year, the Committee may, in its sole discretion, approve such
individual for participation in the Plan. Such participation shall be effective as of the
first day of the Year immediately following the Year in which the individual becomes eligible
for participation.



Section 4: Election to Defer





4.1. Deferral Elections. Except as provided in Subsection 4.2 below, prior to the
beginning of each Year, a Participant irrevocably may elect to defer a percentage of Salary,
Bonus, or both Salary and Bonus that will be earned in the subsequent year. The deferral
election shall be in such form as is prescribed by the Company.




(a) Salary Deferral. A Participant may elect to defer a percentage, not to
exceed 50%, of his annual Salary. The deferral percentage elected shall be applied to
the Participant’s Salary for each pay period of the Year to which the deferral
election applies.




(b) Bonus Deferral. Participant may elect to defer all or a portion of his
Bonus in 25% increments. The deferral percentage elected shall apply only to the
Participant’s Bonus payable with respect to



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service to be performed in the immediately following Year.




4.2. Deferral Election for Initial Year. For the initial Year of this Plan ending
December 31, 2005 only, a Participant may elect to defer a percentage of Salary, Bonus, or
both Salary and Bonus, by written notice to the Company in a form prescribed by the Company
before March 15, 2005. This election shall be effective only as to Salary and Bonus amounts
that are to be paid after March 15, 2005.




4.3. At the same time as the election made pursuant to Subsection 4.1, the Participant shall
irrevocably select the deferral period for each separate deferral of Salary, Bonus, or both
Salary and Bonus. The deferral period may be for a specified number of years (not to be less
than five) or until a specified date (not less than five years from the date of election).
However, notwithstanding the deferral period specified, payment shall begin following the
earliest to occur of:




	 	(a)	 	Death,
	 
	 	(b)	 	Total and Permanent Disability,
	 
	 	(c)	 	Change in Control, or
	 
	 	(d)	 	Separation from Service.






4.4. Manner of Payment Election. At the same time as he makes an election pursuant to
Subsection 4.1, the Participant also shall elect the manner in which the deferred amount will
be paid. The Participant may choose to have payment either in a lump sum or in two (2) to
ten (10) approximately equal annual installments. The Participant may only modify this
election upon approval from the Company and in a manner that is consistent with Code Section
409A. The Company shall establish separate subaccounts, as needed, to identify amounts
subject to different payment intervals.



Section 5: Deferred Compensation Account





5.1. Participant’s Accounts. The Company shall establish and maintain an individual
bookkeeping account for each Participant to record his deferrals. This account shall be
credited as of the date the amount deferred otherwise would have become due and payable.




5.2. Growth Increments. The Company shall provide the opportunity for Growth
Increments to be earned on the deferred amounts. The Participant’s account shall be credited
on the last day of each calendar quarter, with a Growth Increment computed on the balance in
the account as of the first day of such quarter. The Growth Increment shall be equal to said
account balance multiplied by the interest rate. The interest rate shall be equal to the sum
of the five-year U.S. Treasury constant maturities rate of interest plus one and one-half
percent (1-1/2%), the sum of which is then divided by four (4). The U.S. Treasury constant
maturities rate of interest shall be the average weekly rate as reported by the Board of
Governors of the Federal Reserve System in the Federal Reserve Statistical Release
for the week ending on the date that is the Wednesday immediately preceding the last day of
each calendar quarter.




5.3. Charges Against Accounts. There shall be charged against each Participant’s
account any payments made to the Participant or to his beneficiary in accordance with Section
6 hereof.



Section 6: Payment of Deferred Amounts





6.1. Payment of Deferred Amounts. Payment of a Participant’s deferred compensation
account balance, including accumulated Growth Increments attributable thereto, shall be paid
either in a lump sum or in two (2) to ten (10) approximately equal annual installments, as
selected by the Participant under Subsection 4.4 of this Plan, as follows:




(a) Lump Sum Payment. Except as provided in Subsection 6.3, a lump sum
payment shall be made in cash within thirty (30) calendar days after the end of the
deferral period selected by the Participant under Subsection 4.3 hereof.




(b) Installment Payments. Except as provided in Subsection 6.3, the initial
payment of a series of annual installment payments shall be made in cash within thirty
(30) calendar days after the end of the deferral period selected by the Participant
under Subsection 4.3 hereof. The remaining installment payments shall be made in cash
each year thereafter until the Participant’s entire deferred compensation



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account has been paid. Growth Increments shall continue to be earned on the deferred
amounts in the Participant’s deferred compensation account, as provided in Section 5
of this Plan, until the Participant’s entire deferred compensation account has been
paid. The amount of each payment shall be equal to the balance remaining in a
Participant’s account immediately prior to each such payment, multiplied by a
fraction, the numerator of which is one and the denominator of which is the number of
installment payments remaining.




6.2. Acceleration of Payments. Notwithstanding the election made pursuant to
Subsection 4.4, and subject to the requirements of Subsection 6.3, payment shall be made in a
lump sum within thirty (30) days of the date specified for payment under the following
circumstances:




(a) If payment commences because the Participant incurs a Separation from Service, or
suffers a Total and Permanent Disability (as described in Subsections 4.3(b) and
4.3(c)),




(b) If payment commences because the Participant dies prior to the payment of all or a
portion of his deferred compensation account balance,




(c) If the Participant’s account balance is less than five thousand dollars ($5,000)
at the time specified for payment, or




(d) If payment commences because of the occurrence of a Change of Control of the
Company. In such event, all amounts deferred by the Participant, plus Growth
Increments, immediately shall become payable in full as of the date of such Change of
Control, notwithstanding any other provisions to the contrary.


In the event the Participant dies prior to the payment of all or a portion of his deferred
compensation account balance, as specified in Subsection 6.2(b), payment of the Participant’s
benefits shall be made to the beneficiaries designated pursuant to Section 7 hereof.





6.3. Treatment of “Specified Employees”. Notwithstanding any provision of this Plan
to the contrary, if a Participant is a “specified employee” (within the meaning of Code
Section 409A), no distribution shall be made to such Participant before the expiration of the
6-month period following the Participant’s Separation from Service. Whether a Participant is
a “specified employee” for this purpose shall be determined by the Committee, in accordance
with the requirements imposed by Code Section 409A and the Treasury Regulations promulgated
thereunder. At the expiration of the 6 month period, in the event the Participant would
otherwise have received installment payments during the 6 month delay, such amount shall be
paid together with the first installment due after the 6 month waiting period expires.




6.4. Unforeseeable Emergency. The Committee shall alter the timing or manner of
payment of deferred amounts in the event that the Participant establishes, to the
satisfaction of the Committee, severe financial hardship. In such event, the Committee
shall:




(a) Provide that all, or a portion of, the amount previously deferred by the
Participant immediately shall be paid in a lump sum cash payment,




(b) Provide that all, or a portion of, the installments payable over a period of time
immediately shall be paid in a lump sum, or




(c) Provide for such other installment payment schedules as deemed appropriate under
the circumstances,


as long as the amount distributed will not be in excess of that amount which is necessary for the
Participant to meet the financial hardship.




     Severe financial hardship shall be deemed to have occurred in the event of (i) an illness or
accident affecting the Participant, the Participant’s spouse, or the Participant’s dependent (as
defined in Code Section 152 (without regard to Code Sections 152(b)(1), 152(b)(2), and
152(d)(1)(B)), (ii) loss of the Participant’s property due to casualty, or (iii) any other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control of
the Participant. The Committee’s decision in passing on the severe financial hardship of the
Participant and the manner in
which, if at all, the payment of deferred amounts shall be altered or modified, shall be
final, conclusive, and not subject to appeal.



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Section 7: Beneficiary Designation





7.1. Designation of Beneficiary. A Participant shall designate a beneficiary or
beneficiaries who, upon the Participant’s death, are to receive the amounts that otherwise
would have been paid to the Participant. All designations shall be signed by the Participant
and be in such form as prescribed by the Company. A designation shall be effective as of the
date incorporated in it and only if it is delivered to the Company during the lifetime of the
Participant. The Participant also may change his designation of beneficiary on such form as
prescribed by the Company. The payment of amounts shall be in accordance with the last
unrevoked written designation of beneficiary that has been signed and delivered to the
Company.




7.2. Death of Beneficiary. In the event that all of the beneficiaries named in line
with Subsection 7.1 predecease the Participant, the amounts that would have been paid to the
Participant shall be paid to the Participant’s estate, and in such event, the term
“beneficiary” shall include his estate.




7.3. Ineffective Designation. In the event the Participant does not designate a
beneficiary or for any reason such designation is ineffective, in whole or in part, the
amounts that otherwise would have been paid to the Participant shall be paid to the
Participant’s estate and in such event the term “beneficiary” shall include his estate.



Section 8: Rights of Participant





8.1. Contractual Obligation. It is intended that the Company shall be under a
contractual obligation to make payments from the Participant’s account when due. Payment of
account balances shall be made out of the general funds of the Company as determined by the
Board.




8.2. Unsecured Interest. No Participant or beneficiary shall have any interest
whatsoever in any specific asset of the Company. To the extent that any person acquires a
right to receive payments under this Plan, such right shall be no greater than the right of
any unsecured general creditor of the Company.




8.3. Employment. Nothing in the Plan shall interfere with nor limit in any way the
right of the Company to terminate any Participant’s employment at any time, nor confer upon
any Participant any right to continue in the employ of the Company.




8.4. Participation. No employee shall have the right to be selected as a
Participant, or, having been so selected, to be selected again as a Participant. No employee
shall have the right to continue as a Participant beyond the date specified by the Committee.



Section 9: Nontransferability





9.1 Nontransferability. In no event shall the Company make any payment under this
Plan to any assignee or creditor of a Participant or a beneficiary. Prior to the time of the
payment hereunder, a Participant or a beneficiary shall have no rights by way of anticipation
or otherwise to assign or otherwise dispose of any interest under this Plan, nor shall such
rights be assigned or transferred by operation of law.



Section 10: Administration





10.1. Administration. This Plan shall be administered by the Corporate Governance
Committee of the Board, or any successor thereto. The Committee may from time to time
establish rules for the administration of this Plan that are not inconsistent with the
provisions of this Plan.




10.2. Finality of Determination. The determination of the Committee as to any
disputed questions arising under this Plan, including questions of construction and
interpretation, shall be final, binding, and conclusive upon all persons.




10.3. Expenses. The cost of payment from this Plan and the cost of administering the
Plan shall be borne by the Company.



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Section 11: Withholding of Taxes





11.1. Tax Withholding. The Company shall have the right to deduct from all payments
made from the Plan, or from any other amount owed to the Participant (or to a beneficiary),
any Federal, state, or local income or payroll taxes (including all taxes required under the
Federal Insurance Contributions Act) that the Company determines required by law to be
withheld with respect to such payments. If the amount so withheld by the Company is
insufficient for such purpose, then the Company may require the Participant (or the
beneficiary) to pay to the Company, upon its demand, or otherwise make arrangements
satisfactory to the Company for payment of, such amount as may be requested by the Company in
order to satisfy the Company’s obligation to withhold any such taxes.



Section 12: Amendment and Termination





12.1. Amendment and Termination. The Company expects the Plan to be permanent but,
since future conditions affecting the Company cannot be anticipated or foreseen, the Company
necessarily must and does hereby reserve the right to amend, modify, or terminate the Plan at
any time by action of its Board. Except with consent of the affected Participant, no
amendment, nor the termination of this Plan, shall deprive the Participant of the right to
amounts deferred prior to the amendment or termination or to the right to have Growth
Increments continue to be credited in accordance with Subsection 4.2 to his account until
payment is made. Likewise, no amendment nor termination of the Plan may further defer the
timing of payment beyond the date previously established without the Participant’s consent
and in accordance with terms of Code Section 409A. Nor may the Company, without the consent
of the affected Participant or beneficiary, terminate the Plan or amend it in any manner that
would cause the imposition of additional tax on the Participant or beneficiary under Code
Section 409A.



Section 13: Applicable Law





13.1. Applicable Law. This Plan shall be governed and construed in accordance with
the laws of the State of Wisconsin, except to the extent such laws are preempted by the
Employee Retirement Income Security Act of 1974.




13.2. Claim Appeal Procedure. In the event a Participant disagrees with the
Committee’s determination regarding the Participant’s right to benefits hereunder, the
Participant must submit his written request for reconsideration to the Committee setting
forth the basis for his disagreement. The Committee shall review the claim and provide a
written response within 60 days after receipt of the claim, although the Committee may extend
this period to 120 days by notice to the Participant within the initial 60-day period.



     If the Participant disagrees with the Committee’s determination on review, the Participant may
file a written objection within 60 days from the date of the Committee’s written response
requesting review by the Board. The Board’s decision will be transmitted to the Participant within
60 days of receipt of the written objections, although the Board may extend this period to 120 days
by written notice to the Participant within the initial 60-day period. The Board’s decision on
appeal shall be final and binding on all parties.



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