Exhibit 10.4


 





EMERSON
ELECTRIC CO.


	TO:	 	 
	FROM:	Compensation Committee (the "Committee")	 
	DATE:	 	 
	FILE:	2006 Incentive Shares Plan (the "Plan")	 
	RE:	Award of Restricted Shares	 


 


The
Committee has awarded to you __________ (_____) Restricted Shares (“Shares”) under the terms of the Plan. This
award is subject to all the terms of the Plan, a copy of which has been delivered to you. The Restriction Period applicable to
these Shares is ________ (__) years from the date hereof. 


The
following are additional terms, conditions and provisions applicable to this award: 


1.
Your rights in regard to these Shares are not vested, and you understand and agree, by your signature to this agreement,
that your entire interest in these Shares may be forfeited if you fail to remain in the employ of Emerson Electric Co. (“Emerson
Electric”) or any of its divisions, subsidiaries or affiliates (collectively, “Emerson”) for the full term of
the Restriction Period or in the event of any failure of any of the terms or conditions attached to this award and set out in the
Plan or in this Agreement.


2.
Specifically, the Shares shall not vest until the expiration of the Restriction Period and shall be wholly forfeited in
the event of your resignation or discharge prior to such time; provided, however, in the event of any termination on account of
death or any disability which in the determination of the Committee prevents your continued employment by Emerson, the award of
Shares will be prorated for your period of service during the Restriction Period and, provided you are not otherwise in default
hereunder, you or your estate will receive such prorated number of Shares free of any restriction; provided further, however,
in the event of a termination of your employment prior to the expiration of the Restriction Period, other than on account of 



    	 



    	 



    



your
death or disability, the Committee, in its absolute discretion, may make such pro rata or other payment (or no payment) as it may
determine.


3.
During the Restriction Period the Shares will be evidenced by a certificate issued in your name, but such certificate will
not be delivered to you and shall be held by Emerson until the expiration of the Restriction Period or until earlier forfeiture.
During the Restriction Period (and prior to any forfeiture), your rights in respect of the Shares shall be as follows.


(i)
You will be entitled to receive cash dividends when paid on the Shares and you will be entitled to vote the Shares.


(ii)
During the Restriction Period you shall not be entitled to delivery of any stock certificate evidencing the Shares.


(iii)
The certificates for the Shares may have imprinted thereon such restrictive legends, and such stop-transfer orders, dividend
payment orders and such other orders as may be given in respect thereof by the Committee as it may determine in its sole discretion.


(iv)
During the Restriction Period you may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of any of the
Shares.


(v)
Stock dividends paid on the Shares shall not be paid to you but shall be held by Emerson on the same terms as the Shares
on which they were paid; provided, however, the Committee in its discretion may direct the payment of any such stock dividends
directly to you, free of the restriction imposed by this Agreement.


4.
You understand that this award is confidential and that the dissemination of any information concerning the fact of this
award or of any information relating to this award to any person or persons within or without Emerson (including its officers and
any of your superiors or subordinates) would be, or might be, injurious to the interests of Emerson. Accordingly, you agree that
you will maintain in confidence 






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and will reveal to no one the fact that you have received this award or any information concerning
this award, except as you may be required by law to make any such disclosure. You further agree that any breach of this agreement
of confidentiality (before or after the Restriction Period) will constitute good cause for the termination of your employment by
Emerson. You further understand that if such breach occurs during the Restriction Period applicable to the Shares, Emerson may
cause your right to such Shares to be forfeited forthwith.


5.
By your acceptance of this award you agree that should your employment with Emerson terminate for any reason (either before
or after the Restriction Period), you will not directly or indirectly, for a period of two years immediately following your last
day of employment with Emerson, (a) compete against, or enter the employ of or assist any person, firm, corporation or other entity
in a business that competes against, any business of Emerson in which you were employed, (b) compete against any such Emerson business
by soliciting or pursuing its customers, or (c) solicit or hire any Emerson employees. Emerson shall be entitled to all rights
and remedies available at law or equity for any breach or threatened breach pertaining to this Agreement, including a return of
all Shares issued, damages and injunctive relief.


6.
At the end of the Restriction Period, the Shares which have not been forfeited, together with any cash held on account of
dividends on such Shares, shall be delivered to you, except that Emerson shall withhold sufficient Shares and cash to enable it
to satisfy its federal, state and local tax withholding obligations.


7.
This Agreement shall be executed and delivered by you in the City or County of St. Louis, Missouri and shall be governed
by Missouri law without regard to conflicts of laws principles. You consent to resolve any disputes exclusively in the courts in
the state of Missouri.


Counsel
for Emerson has advised that in the opinion of such counsel,


 


 (i)
The receipt of this award does not constitute taxable income to you. Any cash dividends which are paid to you on the Shares
will constitute taxable 






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income
to you when received. At such time as the restrictions on the Shares are released or satisfied and your right to the Shares becomes
non-forfeitable, you will have taxable income in an amount equal to the then fair market value of the Shares.


(ii)
If you are a director or officer of Emerson Electric subject to the requirement of filing reports under Section 16(a) of
the Securities Exchange Act of 1934 upon changes in your beneficial ownership of shares of Emerson Electric's Common Stock, you
must report the award of Restricted Shares on Form 4, Statement of Changes in Beneficial Ownership not later than two (2) business
days after the date of the award.



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This award
agreement is dated _________________, has been executed and delivered by the parties hereto in St. Louis City or County, State
of Missouri.


__________________________________


For
the Committee


 


 


Acknowledgment


 


 


The undersigned, _______________,
grantee of the award of Shares pursuant to this Agreement, hereby accepts said award on the terms, conditions and provisions contained
in the Plan and in this Agreement. The undersigned acknowledges receipt of a copy of the Plan and understands that his rights in
respect of the Shares may be forfeited as provided in the Plan and in this Agreement.


Dated
_______________________, 201_


 


 


 


__________________________________


Awardee







 



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