exv10w1







Exhibit 10.1



FIFTH AMENDMENT

GRACO RESTORATION PLAN

(2005 Statement)




               Graco Inc. has established and maintains a nonqualified deferred compensation plan (the
“Plan”) which, in its most recent amended and restated form, is embodied in a document entitled
“GRACO RESTORATION PLAN (2005 Statement),” effective January 1, 2005 (as amended, the “Plan
Statement”) The amendment to the Plan set forth below is not intended to make any change in the
documentation or operation of the Plan that would cause a violation of section 409A of the Internal
Revenue Code or its accompanying regulations. If any change that occurs as a result of this
amendment is determined to be a violation of section 409A, this amendment shall be ineffective and
shall be disregarded in the administration of the Plan. Subject to the limitation stated above,
the Plan is hereby amended as follows:




1.           ONE-TIME ELECTION. Effective October 1, 2010, a new Section 7.1.2(e) is added to the Plan
Statement that reads as follows:






	 	(e)	 	One-Time Election. If a Participant is an active employee of an Employer on
October 1, 2010 and has accrued benefits under the Plan, the Participant shall be
eligible to make a one-time election as described in this Section 7.1.2(e) with respect
to the form of payment for benefits accrued under the Plan on and after January 1,
2011. The following rules shall apply if a Participant makes the one-time election
provided for under this paragraph:







	 	(i)	 	The election provided for under this paragraph
may be made only once with respect to the benefits accrued on and after
January 1, 2011. A one-time election form shall be completed, signed
and returned to Graco’s Vice President-Human Resources on or before
December 1, 2010.

	 
	 	(ii)	 	On and after January 1, 2011, a Participant may
make a subsequent election to change the form of payment of the
benefits for which a one-time election has been made (benefits accrued
on and after January 1, 2011), provided that the Participant complies
with the provisions of Section 7.1.2(b) of the Plan. The Participant
may also make a separate subsequent election pursuant to the provisions
of Section 7.1.2(b) with respect to the benefits the Participant
accrued prior to January 1, 2011.

	 
	 	(iii)	 	If a Participant’s benefits under the Plan on
or after January 1, 2011 exceed the Participant’s benefits as of
December 31, 2010, the excess amount shall be subject to the one-time
election (if any) made by the Participant between October 1, 2010 and
December 1, 2010.

	 
	 	(iv)	 	If a Participant makes a one-time election,
this Section 7.1.2(e) is intended to bifurcate the Participant’s
benefits under the Plan into (1) benefits accrued prior to January 1,
2011 and (2) benefits accrued on and after January 1, 2011. The
Participant’s benefits accrued as of December 31, 2010 shall be
calculated in accordance with the provisions of the Plan and the
guidance provided under section 409A of the Code.





 









 







Exhibit 10.1




	 	 	 	Any change in the amount of benefits accrued under the Plan is not
intended to impermissibly accelerate or delay payment of those
benefits within the meaning of section 409A of the Code. The intent
is to freeze the benefits accrued as of December 31, 2010, so that no
benefits are shifted from being paid under one form of payment to
being paid under any other form of payment. If, at the time that the
distribution of the Participant’s benefits is to commence, the
Participant’s benefit exceeds the amount of the Participant’s benefit
as of December 31, 2010, the additional amount shall be paid as
directed by the Participant in the one-time election made between
October 1, 2010 and December 1, 2010, as modified by any subsequent
election made pursuant to Section 7.1.2(b) with respect to benefits
accrued on and after January 1, 2011. If, at the time that the
distribution of the Participant’s benefits is to commence, the
Participant’s benefit is equal to or less than the amount of the
Participant’s benefits as of December 31, 2010, the one-time election
shall not apply and all of the Participant’s benefits shall be paid
as provided by the Plan as modified by any subsequent election with
respect to the benefits accrued as of December 31, 2010, made
pursuant to Section 7.1.2(b)

	 
	 	(v)	 	If a Participant does not make the one-time
election provided for in this Section 7.1.2(e), then the provisions of
this Section 7.1.2(e) shall not apply. No Participant shall be
eligible to make the one-time election provided for under Section
7.1.2(e) after December 31, 2010.

	 
	 	(vi)	 	The Committee shall have complete discretion to
interpret this Section 7.1.2(e) and to determine the Participant’s
benefit in a manner consistent with the intent of Section 7.1.2(e) and
section 409A of the Code. The Committee may resolve questions
regarding, and make adjustments to, the factors (such as compensation
and years of service) used to calculate a Participant’s benefits.





2.           SAVINGS CLAUSE. Save and except as hereinabove expressly amended, the Plan Statement shall
continue in full force and effect.