EX-10.12






Exhibit 10.12




ITT

DEFERRED COMPENSATION PLAN




Effective as of January 1, 1995

as amended and restated as of December 31, 2008











 



 




ITT DEFERRED COMPENSATION PLAN



The ITT Deferred Compensation Plan (the “Plan”) was established by ITT Corporation, a Delaware
corporation (“Former ITT”), effective January 1, 1995. The purpose of the Plan is to provide each
Participant with a means of deferring compensation in accordance with the terms of the Plan.



Effective as of December 19, 1995, Former ITT split into three separate companies — ITT Hartford
Group, Inc., ITT Corporation, a Nevada corporation, and ITT Industries, Inc. an Indiana corporation
(the “Corporation”), which is the successor to Former ITT.



Under the Employee Benefits Service and Liability Agreement dated November 1, 1995 (the
“Agreement”) the Corporation agreed to continue the Plan for eligible employees of the Corporation
or of any of its subsidiaries and to transfer the liabilities attributable to participants who
become employees of ITT Corporation, a Nevada corporation, on December 19, 1995 to ITT Corporation.



Effective as of January 1, 1996, the Plan was amended to accept the liabilities under the ITT
Industries Excess Savings Plan attributable to salary deferrals, excess matching contributions, and
excess floor contributions credited with respect to Base Salary deferred under this Plan and hold
such amounts hereunder in accordance with the provisions of the ITT Industries Excess Savings Plan
as set forth in Appendix A, attached hereto and made part hereof.



Effective as of October 1, 1997, January 1, 1998, April 1, 1998, January 1, 1999, and November 1,
2000, the Plan was further amended to make certain administration changes to unify the form and
timing of Plan distributions, respectively. Effective as of March 1, 2004, the Plan was further
amended to provide that a Participant may make a separate investment election with respect to
future deferrals. Effective as of July 1, 2004, the Plan was amended and restated to make certain
administrative changes and to unify the definition of Acceleration Event with other employee
benefit plans of ITT Industries. Effective as of July 1, 2006, the Plan’s name was revised to the
ITT Deferred Compensation Plan.



The Plan is hereby amended and restated, effective as of December 31, 2008 to comply with the
provisions of Section 409A of the Internal Revenue Code and regulations promulgated thereunder.



The provisions of this Plan as herein amended shall apply to amounts deferred on or after January
1, 2005. Amounts deferred under the provisions of the Plan prior to January 1, 2005, which were
vested as of December 31, 2004, shall be subject to the provisions of the Plan as in effect on
October 3, 2004 (attached hereto as Appendix C and made part hereof) without regard to any Plan
amendments after October 3, 2004 which would constitute a material modification for Code Section
409A purposes, unless otherwise provided in Appendix B attached hereto.



All benefits payable under this Plan, which constitutes a nonqualified, unfunded deferred
compensation plan for a select group of management or highly-compensated employees under Title I of
ERISA, shall be paid out of the general assets of the Company.











 



 




ITT DEFERRED COMPENSATION PLAN




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1 — DEFINITIONS
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 2 — PARTICIPATION
	 	 	7	 
	2.01 Eligibility
	 	 	7	 
	2.02 In General
	 	 	7	 
	2.03 Termination of Participation
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 3 — DEFERRALS
	 	 	9	 
	3.01 Filing Requirements
	 	 	9	 
	3.02 Amount of Deferral
	 	 	10	 
	3.03 Crediting to Deferral Account
	 	 	11	 
	3.04 Vesting
	 	 	11	 
	3.05 Unforeseeable Emergency
	 	 	11	 
	 
	 	 	 	 
	ARTICLE 4 — MAINTENANCE OF ACCOUNTS
	 	 	12	 
	4.01 Adjustment of Account
	 	 	12	 
	4.02 Investment Performance Elections
	 	 	12	 
	4.03 Changing Investment Elections
	 	 	13	 
	4.04 Individual Accounts
	 	 	13	 
	4.05 Valuation of Accounts
	 	 	14	 
	4.06 Compliance with Securities Laws and Trading Policies and Procedures
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 5 — PAYMENT OF BENEFITS
	 	 	16	 
	5.01 Commencement of Payment
	 	 	16	 
	5.02 Method of Payment
	 	 	18	 
	5.03 Change of Distribution Election
	 	 	20	 
	5.04 Death
	 	 	22	 
	5.05 Hardship
	 	 	22	 
	5.06 Payment upon the Occurrence of a Change in Control
	 	 	23	 
	5.07 Acceleration of or Delay in Payments
	 	 	23	 
	5.08 Designation of Beneficiary
	 	 	23	 
	5.09 Debiting Accounts
	 	 	24	 
	 
	 	 	 	 
	ARTICLE 6 —  AMENDMENT OR TERMINATION
	 	 	25	 
	6.01 Right to Terminate
	 	 	25	 
	6.02 Right to Amend
	 	 	25	 
	 
	 	 	 	 
	 i












 



 


	 	 	 	 	 
	 	 	Page
	ARTICLE 7 —  GENERAL PROVISIONS
	 	 	26	 
	7.01 Funding
	 	 	26	 
	7.02 No Contract of Employment
	 	 	26	 
	7.03 Unsecured Interest
	 	 	26	 
	7.04 Facility of Payment
	 	 	26	 
	7.05 Withholding Taxes
	 	 	27	 
	7.06 Nonalienation
	 	 	27	 
	7.07 Transfers
	 	 	27	 
	7.08 Claims Procedure
	 	 	28	 
	7.09 Payment of Expenses
	 	 	29	 
	7.10 Discharge of Corporation’s Obligation
	 	 	29	 
	7.11 Successors
	 	 	30	 
	7.12 Construction
	 	 	30	 
	 
	 	 	 	 
	ARTICLE 8 —  ADMINISTRATION
	 	 	31	 
	8.01 Administration
	 	 	31	 
	 
	 	 	 	 
	APPENDIX A
	 	 	32	 
	 
	 	 	 	 
	APPENDIX B
	 	 	35	 
	 
	 	 	 	 
	APPENDIX C
	 	 	37	 













 



 




ARTICLE 1 — DEFINITIONS





	1.01	 	“Acceleration Event” shall mean an “Acceleration Event” as such term is defined under the
provisions of the Plan as in effect on October 3, 2004.






	1.02	 	“Administrative Committee” shall mean the person or persons appointed to administer the Plan
as provided in Section 8.01.






	1.03	 	“Associated Company” shall mean any division, subsidiary or affiliated company of the
Corporation which is an Associated Company or Participating Unit, as such terms are defined in
the ITT Salaried Retirement Plan (formerly known as ITT Industries Salaried Retirement Plan)
as amended from time to time.






	1.04	 	“Base Salary” shall mean the annual base fixed compensation paid periodically during the
calendar year, determined prior to any pre-tax contributions under a “qualified cash or
deferred arrangement” (as defined under Code Section 401(k) and its applicable regulations) or
under a “cafeteria plan” (as defined under Code Section 125 and its applicable regulations) or
a qualified transportation fringe benefit under Section 132(f) of the Code and any deferrals
under Article 3, Appendix A or another unfunded deferred compensation plan maintained by the
Corporation, but excluding any overtime, bonuses, foreign service allowances or any other form
of compensation, except to the extent otherwise deemed “Base Salary” for purposes of the Plan
under rules as are adopted by the Compensation and Personnel Committee.






	1.05	 	“Beneficiary” shall mean the person or persons designated by a Participant pursuant to the
provisions of Section 5.08 in a time and manner determined by the Administrative Committee to
receive the amounts, if any, payable under the Plan upon the death of the Participant.






	1.06	 	“Bonus” shall mean the cash amount, if any, awarded to an employee of the Company under the
Company’s executive bonus program, or other compensation program designated by the
Compensation and Personnel Committee as a bonus hereunder, provided that such amount qualifies
as “Performance Based Compensation”.






	1.07	 	“Board of Directors” or “Board” shall mean the Board of Directors of the Corporation.











 



Page 4





	1.08	 	“Change in Control” shall mean a “Change in Control” as such term is defined in the ITT
Excess Pension Plan IIA, as amended from time to time.






	1.09	 	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.






	1.10	 	“Company” shall mean the Corporation and any successor thereto, with respect to its employees
and any Associated Company authorized by the Compensation and Personnel Committee to
participate in the Plan with respect to their employees.






	1.11	 	“Compensation and Personnel Committee” shall mean the Compensation and Personnel Committee of
the Board of Directors.






	1.12	 	“Corporation” shall mean ITT Corporation, an Indiana corporation (successor by merger to and
formerly known as ITT Industries, Inc.), or any successor by merger, purchase, or otherwise.






	1.13	 	“Deferral Account” shall mean the bookkeeping account maintained for each Participant to
record the amount of Bonus deferred on or after January 1, 2005 by a Participant in accordance
with Article 3, adjusted pursuant to Article 4. The Deferral Account shall contain
subaccounts, such as a Termination Subaccount, Special Purpose Subaccount(s), a Deferral 2005
Subaccount or any other subaccount established by the Administrative Committee.






	1.14	 	“Deferral Agreement” shall mean the completed agreement, including any amendments,
attachments and appendices thereto, in such form approved by the Administrative Committee,
between an Eligible Executive and the Company, under which the Eligible Executive agrees to
defer a portion of his Bonus.






	1.15	 	“Deferrals” shall mean the amount of deferrals credited to a Participant pursuant to Section
3.02 with respect to Plan Years beginning on or after January 1, 2005.






	1.16	 	“Effective Date” shall mean January 1, 1995.






	1.17	 	“Eligible Executive” shall mean an Executive who is eligible to participate in the Plan as
provided in Section 2.01.










 



Page 5




	1.18	 	“Employee” shall mean a person who is employed by the Company.






	1.19	 	“Executive” shall mean an Employee of the Company whose Base Salary equals or exceeds
$200,000 (or as adjusted from time to time by the Administrative Committee).






	1.20	 	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time
to time.






	1.21	 	“Grandfathered Deferral Account” shall mean the bookkeeping account maintained for each
Participant to record the amount of Bonus and/or Base Salary deferred prior to January 1, 2005
by a Participant in accordance with Article 3 of the Plan as in effect on or prior to October
3, 2004, adjusted pursuant to Article 4.






	1.22	 	“Participant” shall mean, except as otherwise provided in Article 2, each Eligible Executive
who has executed a Deferral Agreement pursuant to the requirements of Section 2.02 and is
credited with an amount under Section 3.03.






	1.23	 	“Performance Based Compensation” shall mean a bonus where the amount of, or entitlement to,
the bonus is contingent on the satisfaction of pre-established organizational or individual
performance criteria relating to a performance period of at least twelve (12) consecutive
months. Organizational or individual performance criteria are considered pre-established if
established in writing by not later than ninety (90) days after the commencement of the period
of service to which the criteria relate, provided that the outcome is substantially uncertain
at the time the criteria are established. The determination of whether a Bonus qualifies as
“Performance-Based Compensation” will be made in accordance with Treas. Reg. Section
1.409A-1(e) and subsequent guidance.






	1.24	 	"Performance Period” shall mean the period of a least twelve (12) months over which an
individual or a company’s performance is measured for purposes of the Company’s bonus program.






	1.25	 	“Plan” shall mean the ITT Deferred Compensation Plan (which was formerly known as the ITT
Industries Deferred Compensation Plan, ITT Deferred Compensation Plan for 1995, the ITT
Industries Deferred Compensation Plan for 1996 and the ITT Industries Deferred Compensation










 



Page 6


	 	 	Plan for 1997) as set forth in this document and the appendices and schedules thereto, as it
may be amended from time to time.






	1.26	 	“Plan Committee” shall mean the ITT Pension Fund Trust and Investment Committee established
from time to time pursuant to the terms of the ITT Salaried Retirement Plan.






	1.27	 	“Plan Year” shall mean the calendar year.






	1.28	 	“Reporting Date” shall mean each business day on which the New York Stock Exchange is open or
such other business day as the Administrative Committee may determine.






	1.29	 	“Retirement” shall mean, with respect to an Eligible Executive, any termination of employment
by an Eligible Executive after the date the Eligible Executive is eligible for an early,
normal or postponed retirement benefit under the ITT Salaried Retirement Plan (formerly known
as the ITT Industries Salaried Retirement Plan), or would have been eligible had he been a
participant in such Plan.






	1.30.	 	"Special Purpose Subaccount(s)” shall mean the bookkeeping account(s) described in Section
5.01(a) maintained to record deferrals that a Participant has elected to have paid pursuant to
clause (ii) of Section 5.01(a), adjusted pursuant to Article 4.






	1.31	 	“Specified Distribution Date” shall mean the specific date designated by a Participant
pursuant to clause (ii) of Section 5.01(a).






	1.32	 	“Specified Employee” shall mean a “Specified Employee” as such term is defined in the ITT
Excess Pension Plan IIA, as amended from time to time.






	1.33	 	“Termination of Employment” shall mean “Termination of Employment” as such term is defined in
the ITT Excess Pension Plan IIA, as amended from time to time.






	1.34	 	“Termination Subaccount” shall mean the bookkeeping account described in Section 5.01(a)
maintained to record deferrals that a Participant has elected to have paid pursuant to clause
(i) of Section 5.01(a), adjusted pursuant to Article 4.










 



Page 7




ARTICLE 2 — PARTICIPATION





	2.01	 	Eligibility






	 	 	An Employee who is an Executive as of the last business day in June of a calendar year and
who was employed by the Company or an Associated Company on the first day of the Performance
Period beginning in that calendar year (or such other date in the first quarter of such
Performance Period as specified by the Administrative Committee) shall be an Eligible
Executive with respect to the Plan Year following such calendar year and thereby eligible to
participate in this Plan and execute a Deferral Agreement authorizing Deferrals under this
Plan with respect to his Bonus payable in the following Plan Year.






	2.02	 	In General






	 	(a)	 	An individual who is determined to be an Eligible Executive with respect to a
Plan Year and who desires to have deferrals credited on his behalf pursuant to Article
3 for such Plan Year must execute a Deferral Agreement with the Administrative
Committee authorizing Deferrals under this Plan for such year in accordance with the
provisions of Sections 3.01 and 3.02.






	 	(b)	 	The Deferral Agreement shall be in writing and be properly completed in the
manner approved by the Administrative Committee, which shall be the sole judge of the
proper completion thereof. Such Deferral Agreement shall provide, subject to the
provisions of Section 3.02, for the deferral of a portion of the Eligible Executive’s
Bonus. The Deferral Agreement shall include such other provisions as the
Administrative Committee deems appropriate.






	 	(c)	 	An Eligible Executive shall become a Participant when Deferrals are first
credited on his behalf pursuant to Article 3.






	2.03	 	Termination of Participation






	 	(a)	 	Participation shall cease when all benefits to which a Participant is entitled
to hereunder are distributed to him.










 



Page 8





	 	(b)	 	Subject to the provisions of Section 3.01, a Participant shall only be eligible
to have Deferrals credited on his behalf in accordance with Article 3 for as long as he
remains an Eligible Executive.






	 	(c)	 	If a former Participant who has incurred a Termination of Employment and whose
participation in the Plan ceased under Section 2.03(a) is reemployed as an Eligible
Executive, the former Participant may again become a Participant in accordance with the
provisions of Section 2.02.










 



Page 9




ARTICLE 3 — DEFERRALS





	3.01	 	Filing Requirements






	 	(a)	 	Subject to the following provisions of this Section, prior to the close of an
annual enrollment period established by the Administrative Committee, an Eligible
Executive who was employed by the Company or an Associated Company on the first day of
a Performance Period (or such other date in the first quarter of such Performance
Period as specified by the Administrative Committee) and who remains continuously
employed through the date his Deferral Agreement is submitted, may elect to defer a
portion of his Bonus earned with respect to that Performance Period which is otherwise
payable in the next Plan Year; provided the Deferral Agreement is filed with Plan
Administrative Committee (or its delegates) by the date established by the
Administrative Committee but no later than six months before the end of the applicable
Performance Period (the “Deferral Deadline Date”). Notwithstanding the foregoing, any
election to defer Bonus that is made in accordance with this paragraph and that becomes
payable as a result of the Participant’s death or disability (as defined in Treas. Reg.
Section 1.409A-1(e)) or upon a Change in Control prior to the satisfaction of the
performance criteria, will be void.






	 	(b)	 	A Participant’s election to defer a portion of his Bonus for any calendar year
shall become irrevocable on the last day the deferral of such Bonus may be elected
under Section 3.01(a), except as otherwise provided in Section 3.02(c) or 3.05. A
Participant may revoke or change his election to defer a portion of Bonus at any time
prior to the date the election becomes irrevocable. Any such revocation or change shall
be made in a form and manner determined by the Administrative Committee.






	 	(c)	 	Subject to the provisions of Section 3.02, an Eligible Executive must file, in
accordance with the provisions of Section 3.01(a), a new Deferral Agreement for each
calendar year the Eligible Executive is eligible for and elects to defer a portion of
his Bonus.






	 	(d)	 	Notwithstanding any provision of the Plan to the contrary, an Eligible
Executive’s election to defer Bonus shall only be effective if (1) the Eligible
Executive files the Deferral Agreement with respect to such Bonus no later than the
earlier of (A) the applicable Deferral Election Deadline (as defined in paragraph (a)
above) or (B) the date that is six months before the end of the Performance Period with
respect to which the Bonus is payable, (2) the Participant










 



Page 10





	 	 	 	performs services continuously from the later of the beginning of the Performance
Period or the date the criteria are established through the date the Deferral
Agreement is submitted and (3) the Bonus is not readily ascertainable as of the date
the Deferral Agreement is filed.






	 	(e)	 	If a Participant ceases to be an Eligible Executive but continues to be
employed by the Company or an Associated Company, he shall continue to be a Participant
and his Deferral Agreement currently in effect for the Plan Year shall remain in force
for the remainder of such Plan Year, but such Participant shall not be eligible to
defer any portion of his Bonus earned in a subsequent Plan Year until such time as he
shall once again become an Eligible Executive.






	 	(f)	 	The Eligible Executive shall submit the Deferral Agreement in the manner
specified by the Administrative Committee and a Deferral Agreement that is not timely
filed shall be considered void and shall have no effect. The Administrative Committee
shall establish procedures that govern deferral elections under the Plan.






	3.02	 	Amount of Deferral






	 	(a)	 	The Compensation and Personnel Committee or its delegate may determine prior to
June 30th of a calendar year that an Eligible Executive may defer all or a portion of
his Bonus that is otherwise payable in the next Plan Year. An Eligible Executive shall
be given written notice of the opportunity to defer all or a portion of his Bonus at
least ten business days prior to the date the Deferral Agreement for the applicable
Plan Year must be submitted to the Administrative Committee.






	 	(b)	 	The Administrative Committee may establish maximum or minimum limits on the
amount of any Bonus which may be deferred and/or the timing of such Deferral. Eligible
Executives shall be given written notice of any such limits prior to the date they take
effect.






	 	(c)	 	Notwithstanding anything in this Plan to the contrary, if an Eligible
Executive:






	 	(i)	 	receives a withdrawal of deferred cash contributions on account of
hardship from any plan which is maintained by the Company or an Associated
Company and which meets the requirements of Code Section 401(k) (or any successor
thereto), and






	 	(ii)	 	is precluded from making contributions to such 401(k) plan for at
least 6 months after receipt of the hardship withdrawal,










 



Page 11


	 	 	 	the Eligible Executive’s Deferral Agreement with respect to Bonus in effect at that
time shall be cancelled. Any Bonus payment which would have been deferred pursuant to
that Deferral Agreement but for the application of this Section 3.02(c) shall be paid
to the Eligible Executive as if he had not entered into the Deferral Agreement.






	3.03	 	Crediting to Deferral Account






	 	 	The amount of Deferrals shall be credited to such Participant’s Deferral Account on the day
such Bonus would have otherwise been paid to the Participant in the absence of a Deferral
Agreement. Deferrals credited to a Participant’s Deferral account which are deemed invested
in a Corporation phantom stock fund will be credited based on the fair market value of the
Corporation’s common stock on that day.






	3.04	 	Vesting






	 	 	A Participant shall at all times be 100% vested in his Deferral Account.
	 
	3.05	 	Unforeseeable Emergency






	 	 	Notwithstanding the foregoing provisions of this Article 3, the Compensation and Personnel
Committee may completely cease Deferrals made under all Deferral Agreements then in effect
with respect to the Participant upon the Participant’s providing the Compensation and
Personnel Committee with such evidence of an Unforeseeable Emergency (as defined in Section
5.05) as the Compensation and Personnel Committee may deem appropriate. In the event the
Compensation and Personnel Committee finds the Participant has incurred an Unforeseeable
Emergency (as defined in Section 5.05), the Participant’s Deferral Agreement in effect at
that time shall be cancelled and Deferrals shall cease as of the first practicable payroll
period following the Compensation and Personnel Committee’s decision. In the event the
Participant wishes to recommence Deferrals starting in a subsequent calendar year, the
Participant may do so by duly completing, executing, and filing the appropriate Deferral
Agreement with the Administrative Committee in accordance with Section 3.01, provided said
Participant is an Eligible Executive at that time.










 



Page 12




ARTICLE 4 — MAINTENANCE OF ACCOUNTS





	4.01	 	Adjustment of Account






	 	(a)	 	As of each Reporting Date, each Deferral Account (or subaccount thereof) and/or
Grandfathered Deferral Account shall be credited or debited with the amount of earnings
or losses with which such Deferral Account (or subaccounts thereof) and/or
Grandfathered Deferral Account would have been credited or debited, assuming it had
been invested in one or more investment funds, or earned the rate of return of one or
more indices of investment performance, designated by the Administrative Committee and
elected by the Participant pursuant to Section 4.02 for purposes of measuring the
investment performance of such Accounts. Any portion of a Participant’s Deferral
Account (or subaccount thereof) and/or Grandfathered Deferral Account deemed invested
in a Corporation phantom stock fund shall be credited with dividend equivalents, as and
when dividends are paid on the Corporation’s common stock, which shall be deemed
invested in additional shares of such phantom stock.






	 	(b)	 	The Plan Committee shall designate at least one investment fund or index of
investment performance and may designate other investment funds or investment indices
(including a Corporation phantom stock fund) to be used to measure the investment
performance of a Participant’s Deferral Account and/or Grandfathered Deferral Account.
The designation of any such investment funds or indices shall not require the
Corporation to invest or earmark their general assets in any specific manner. The Plan
Committee may change the designation of investment funds or indices from time to time,
in its sole discretion, and any such change shall not be deemed to be an amendment
affecting Participants’ rights under Section 6.02.






	4.02	 	Investment Performance Elections






	 	 	In the event the Plan Committee designates more than one investment fund or index of
investment performance under Section 4.01, each Participant shall file an investment
election with the Administrative Committee or its delegate with respect to the investment of
his Deferral Account (or subaccount thereof) and/or Grandfathered Deferral Account within
such time period and in such manner as the Administrative Committee may prescribe. The
election shall designate the investment fund or funds or index or indices of investment
performance which shall be used










 



Page 13





	 	 	to measure the investment performance of the Participant’s Deferral Account (or subaccount
thereof) and/or Grandfathered Deferral Account.






	4.03	 	Changing Investment Elections






	 	 	In the event the Plan Committee designates more than one investment fund or index of
investment performance under Section 4.01, a Participant may change his election of the
investment fund or funds or index or indices of investment performance used to measure the
future investment performance of the existing account balance of his Deferral Account (or
subaccount thereof) and/or his Grandfathered Deferral Account, by filing an appropriate
written notice with the Administrative Committee or its delegate within such time periods
and in such manner as prescribed by the Administrative Committee, in advance of the date
such election is effective. The election shall be effective as soon as administratively
practicable after the date on which notice is timely filed or at such other time as
prescribed by the Administrative Committee on a basis uniformly applicable to all
Participants similarly situated.






	 	 	A Participant may change his or her election of the investment fund or funds or index or
indices of investment performance used to measure the future investment performance of his
future Deferrals within such time periods and in such manner prescribed by the
Administrative Committee. The election shall be effective as soon as administratively
practicable after the date in which notice is timely filed or at such other time as the
Administrative Committee shall determine. In the absence of such an election, the
Participant’s future Deferrals will be invested in accordance with his existing investment
election with respect to the current balance of his Deferral Account (or subaccount
thereof), provided, however, if such Participant is an “insider” (as defined in Section 16
of the Securities Exchange Act of 1934) and his existing investment elections include an
investment in the Corporation’s phantom stock fund, his future Deferrals shall be allocated
pro rata among the other funds or indices on his existing investment election based on the
proportions as designated on such existing investment election.






	4.04	 	Individual Accounts






	 	(a)	 	The Administrative Committee shall maintain, or cause to be maintained on the
books of the Corporation, records showing the individual balance of each Participant’s
Deferral Account (or subaccount thereof) and/or Grandfathered Deferral Account. The
Participant’s Deferral Account (or subaccount thereof) shall be credited with the
Deferrals made by the Participant pursuant to the provisions of Article 3 and the










 



Page 14


	 	 	 	Participant’s Deferral Account (or subaccount thereof) and/or Grandfathered Deferral
Account shall be credited and debited, as the case may be, with hypothetical
investment results determined pursuant to this Article 4. At least once a year each
Participant shall be furnished with a statement setting forth the value of his
Deferral Account (or subaccount thereof) and/or Grandfathered Deferral Account.






	 	(b)	 	Within each Participant’s Deferral Account and/or Grandfathered Deferral
Account, separate subaccounts shall be maintained to the extent necessary for the
administration of the Plan.






	 	(c)	 	The accounts established under this Article shall be hypothetical in nature and
shall be maintained for bookkeeping purposes only so that hypothetical gains or losses
on the deferrals made to the Plan can be credited or debited, as the case may be.






	4.05	 	Valuation of Accounts






	 	(a)	 	The Administrative Committee shall value or cause to be valued each
Participant’s Deferral Account and/or Grandfathered Deferral Account at least monthly.
On each Reporting Date there shall be allocated to the Deferral Account and/or
Grandfathered Deferral Account of each Participant the appropriate amount determined in
accordance with Section 4.01.






	 	(b)	 	Whenever an event requires a determination of the value of a Participant’s
Deferral Account and/or Grandfathered Deferral Account, the value shall be computed as
of the Reporting Date immediately preceding the date of the event, except as otherwise
specified in this Plan.






	4.06	 	Compliance with Securities Laws and Trading Policies and Procedures






	 	 	A Participant’s ability to direct investments into or out of a Corporation phantom stock
fund shall be subject to such terms, conditions and procedures as the Plan Administrator may
prescribe from time to time to assure compliance with Rule 16b-3 promulgated under Section
16(b) of the Securities Exchange Act of 1934, as amended (“Rule 16b-3”), and other
applicable requirements. Such procedures also may limit or restrict a Participant’s ability
to make (or modify previously made) Deferrals and distribution elections under the Plan. In
furtherance, and not in limitation, of the foregoing, to the extent a Participant acquires
any interest in an equity security under the Plan










 



Page 15





	 	 	for purposes of Section 16(b), the Participant shall not dispose of that interest within six
(6) months, unless such disposition is exempted by Section 16(b) or any rules or regulations
promulgated thereunder or with respect thereto. Any election by a Participant to invest any
amount in a Corporation phantom stock fund, and any elections to transfer amounts from or to
the Corporation phantom stock fund to or from any other investment fund or indices, shall be
subject to all applicable securities law requirements, including but not limited to the
those reflected in the prior sentence and Rule 16b-3, as well as all applicable stock
trading policies and procedures of the Corporation. To the extent any election violates any
securities law requirement, applicable trading policies and procedures of the Corporation,
or any terms or conditions established from time to time by the Administrative Committee
relating to such elections (whether or not reflected in the Plan), the election shall be
void.










 



Page 16




ARTICLE 5 — PAYMENT OF BENEFITS





	5.01	 	Commencement of Payment






	 	(a)	 	Subject to the limitations in Section 5.01(b) and except as otherwise provided
below, each time a Participant completes a Deferral Agreement, a Participant shall
designate on each applicable Deferral Agreement whether the related Deferrals, adjusted
in accordance with Article 4, will be allocated to one of the following subaccounts:






	 	(i)	 	Termination Subaccount
	 
	 	 	 	Except as otherwise provided in the Plan, amounts allocated to the Termination
Subaccount (after adjustment pursuant to Article 4) will be paid on the first
business day of the seventh month following the Participant’s Termination of
Employment.
	 
	 	(ii)	 	Special Purpose Subaccount
	 
	 	 	 	Except as otherwise provided in the Plan, amounts allocated to the Special
Purpose Subaccount (after adjustment pursuant to Article 4) will be paid as
elected by the Participant, on either (1) the date specified by the
Participant, or (2) the earlier of the date specified by the Participant or
the first business day of the seventh month following the Participant’s
Termination of Employment. The Specified Distribution Date for the Special
Purpose Subaccount shall be the month and year designated by the Participant
on his or her initial Deferral Agreement establishing that Special Purpose
Subaccount, unless otherwise modified in accordance with the provisions of
Section 5.03.






	 	 	 	A Participant may elect to have all of his deferred Bonus allocated to the
Termination Retirement Subaccount or the Special Purpose Subaccount or to have a
specified portion of his Bonus allocated to one or more Subaccounts.
	 
	 	(b)	 	A Participant’s ability to elect to have his deferred Bonus allocated to the
Special Purpose Subaccount and the Participant’s selection of a Specified Distribution
Date shall be subject to the following limitations:










 



Page 17





	 	(i)	 	deferred Bonus may only be allocated to the Participant’s
Special Purpose Subaccount if the Specified Distribution Date applicable to
that subaccount is at least twelve (12) months after the day of the Plan Year
in which the Bonus being deferred was earned; and
	 
	 	(ii)	 	a Participant may have only two Special Purpose Subaccounts
established on his behalf (and only one Specified Distribution Date applicable
to each Special Purpose Subaccount) at any one time; provided, however, that if
the Participant is prohibited from allocating any portion of a Deferral to his
existing Special Purpose Subaccounts because of the limitation contained in
Section 5.01(b)(i), the Participant may request pursuant to the procedures
established by the Administrative Committee that a new Special Purpose
Subaccount be established on his behalf in accordance with the provisions of
Section 5.01.






	 	(c)	(i)	 	Except as otherwise provided below, and notwithstanding the foregoing with
respect to an Eligible Executive who completed a Deferral Agreement with respect to the
Plan Year beginning as of January 1, 2005, the distribution of the Participant’s
Deferral 2005 Subaccount (as defined below) shall commence, pursuant to Section 5.02,
on the occurrence of the distribution event made available under procedures established
from time to time by the Administrative Committee and as designated by the Participant
on his 2005 Deferral Agreement (“Common Distribution Date”). For purposes of this
Article a Participant Deferral 2005 Subaccount shall mean the bookkeeping account
maintained for each Participant to record the amount of Bonus deferred in 2005 by a
Participant in accordance with Article 3, adjusted as provided in Article 4.






	 	(ii)	 	Notwithstanding the foregoing, in the event a Participant
incurs a Termination of Employment for reasons other than Retirement prior to
his Common Distribution Date , the distribution of his Deferral 2005 SubAccount
shall commence, pursuant to Section 5.02, on the first business day of the
seventh month following his Termination of Employment; provided, however, if a
Participant has prior to the date of his Termination of Employment, in
accordance with the procedures prescribed by the Administrative Committee, made
a special termination election, the distribution of his Deferral 2005 Account
shall commence, pursuant to Section










 



Page 18


	 	 	 	5.02, on the later of (1) the occurrence of the Termination Distribution Date
designated by the Participant on the appropriate special termination election
form prescribed by the Administrative Committee (“Special Effective
Termination Distribution Date”) or (2) the first business day of the seventh
month following such Participant’s Termination of Employment.
	 
	 	(iii)	 	In the event a Participant elects pursuant to the foregoing
provisions of this paragraph (c) to defer to a specific calendar date in a
specific calendar year, he may not elect a calendar date which occurs prior to
the close of the calendar year following the calendar year in which he executed
the Deferral Agreement.






	 	(d)	 	A Participant shall not change his designation of the distribution event made
pursuant to the foregoing provisions of this Section 5.01 which entitles him to a
distribution of his Deferral Account, except as otherwise provided in Section 5.03
below.
	 
	 	(e)	 	Notwithstanding any Plan provisions to the contrary, the distribution of a
Participant’s Grandfathered Deferral Account shall be made in accordance with
provisions of the Plan as in effect on October 3, 2004, as modified in Appendix B and
without regard to any Plan amendments after that date which would constitute a material
modification for Code Section 409A purposes.






	5.02	 	Method of Payment






	 	(a)	 	Except as otherwise provided in paragraphs (b) and (c) below:






	 	(i)	 	At the time a Participant makes an election of his distribution
event pursuant to the provisions of Sections 5.01(a) or (c) the Participant shall
elect that the portion of his Deferral Account (or any subaccount thereof) to
which such distribution event is applicable shall be made payable as of such
distribution event under one of the following methods of payment:






	 	(1)	 	ratable annual cash installments for a period of years,
not to exceed fifteen (15) years, designated by the Participant on his
Deferral Agreement, or
	 
	 	(2)	 	a single lump sum cash payment.










 



Page 19





	 	(ii)	 	Notwithstanding the foregoing, at the time a Participant makes an
election of a Special Effective Termination Distribution Date pursuant to the
provisions of Section 5.01(c)(ii), the Participant shall elect that the portion
of his Deferral Account be distributed on his Special Effective Termination
Distribution Date shall be made payable under one of the following methods of
payment:






	 	(1)	 	ratable annual cash installments for a period of five
(5) years, or






	 	(2)	 	a single lump sum cash payment.






	 	 	 	During an installment payment period, the Participant’s Deferral Account (or
subaccounts thereof) shall continue to be credited with earnings or losses as
described in Section 4.01. The value of the first installment or lump sum payment
shall be determined as of the first Reporting Date coincident with or next following
the distribution event designated pursuant to Section 5.01 or 5.03 with respect to
that portion of his Deferral Account. Subsequent installments, if any, shall be paid
on the first business day following the anniversary of said distribution event in the
following calendar year and each subsequent year of the installment period. The amount
of each installment shall equal the balance in the applicable portion of the
Participant’s Deferral Account (or subaccounts) as of each Reporting Date of
determination divided by the number of remaining installments (including the
installment being determined).






	 	(b)	 	Notwithstanding the foregoing, in the event payment of a Participant’s Deferral
2005 Subaccount is to be made pursuant to Section 5.01(c) to a Participant who does not
have a Special Effective Termination Distribution Date election in effect as of his
date of Termination of Employment, a lump sum payment of his Deferral 2005 Subaccount
shall be made as of the first business day of the seventh month following the
Participant’s Termination of Employment.






	 	(c)	 	A Participant shall not change his method of payment, except as otherwise
provided in Section 5.03.






	 	(d)	 	Notwithstanding any Plan provision to the contrary, the form of distribution of
a Participant’s Grandfathered Deferral Account shall be made in accordance with the
provisions of the Plan as in effect on October 3, 2004, as modified in Appendix B and










 



Page 20


	 	 	 	without regard to any Plan amendments after that date which would constitute a
material modification for Code Section 409A purposes.






	5.03	 	Change of Distribution Election






	 	(a)	 	Changes in Election
	 
	 	 	 	In accordance with such procedures as the Administrative Committee may prescribe, a
Participant may elect to delay the payment of Deferrals by specifying a new Common
Distribution Date, a Special Effective Termination Distribution Date or a Specified
Distribution Date applicable to a portion of his Deferral Account (or subaccounts
thereof) payable at said dates by duly completing, executing and filing with the
Administrative Committee a new election, on an appropriate form designated by the
Administrative Committee, subject to the following limitations:






	 	(i)	 	such new election must be made at least twelve (12) months prior to
the Common Distribution Date, Special Effective Termination Distribution Date or
Specified Distribution Date, whichever is then in effect with respect to that
portion of his Deferral Account (or subaccounts thereof), and such election will
not become effective until at least twelve (12) months after the date on which
the new election is made, and






	 	(ii)	 	the new Common Distribution Date, Special Effective Termination
Distribution Date or Specified Distribution Date, whichever is applicable, shall
be a date that is not less than five (5) years from the Common Distribution Date,
Special Effective Termination Distribution Date or Specified Distribution Date
then in effect.






	 	 	 	A Participant may elect to delay a Common Distribution Date, Special Effective
Termination Distribution Date or Specified Distribution Date applicable to a specified
portion of his Deferral Account pursuant to this Section 5.03(a) more than once,
provided that all such elections comply with the provisions of this Section 5.03(a).






	 	(b)	 	In accordance with such procedures as the Administrative Committee may
prescribe, a Participant may elect to change the form of payment election under Section
5.02 applicable to the portion of his Deferral Account (or subaccounts thereof) that is
deferred to a Common Distribution Date, Special Effective Termination Distribution Date
or Specified










 



Page 21


	 	 	 	Distribution Date by duly completing, executing and filing with the Administrative
Committee a new form of payment election, subject to the following limitations:






	 	(i)	 	such new election must be made at least twelve (12) months
prior to the Common Distribution Date, Special Effective Termination
Distribution Date or Specified Distribution Date, whichever is then in effect
with respect to that portion of his Deferral Account (or subaccounts thereof),
and such election will not become effective until at least twelve (12) months
after the date on which the election is made, and
	 
	 	(ii)	 	the distribution of that portion of his Deferral Account (or
subaccounts thereof) shall be deferred for five (5) years from the date such
amount would otherwise have been paid absent this new election.






	 	(c)	 	A Participant may change the election as applicable to his Grandfathered
Deferral Accounts pursuant to the provisions of the Plan as in effect on October 3,
2004, as modified in Appendix B and without regard to any Plan amendments after that
date which would constitute a material modification for Code Section 409A purposes.






	 	(d)	 	It is the Company’s intent that the provisions of Section 5.03(a) and Section
5.03(b) comply with the subsequent election provisions in Code Section 409A(a)(4)(C),
related regulations and other applicable guidance, and this Section 5.03(a) and Section
5.03(b) shall be interpreted accordingly. The Administrative Committee may impose
additional restrictions or conditions on a Participant’s ability to elect a new
specified distribution year pursuant to this Section 5.03(a) and Section 5.03(b). The
Participant may revoke or change his election pursuant to this Section 5.03(a) and
Section 5.03(b) at any time prior to the deadline for making such election, subject to
such restrictions as the Administrative Committee may establish from time to time. Any
such revocation or change shall be made in a form and manner determined by the
Administrative Committee. For avoidance of doubt, a Participant may not elect to
change the form of payment or delay payment of amounts deferred to Retirement or
Termination of Employment. In addition a Participant may not transfer amounts between
his Termination Subaccount and any Special Purpose Subaccount, or between Special
Purposes Subaccounts.










 



Page 22





	 	(e)	 	Transition Rules
	 
	 	 	 	Notwithstanding anything in the Plan to the contrary, the Administrative Committee
may, in its discretion and subject to such terms and conditions as it may from
time to time prescribe, allow Participants to change the time of payment or
portion of payment of all or a portion of their Deferral Accounts (or
subaccounts) prior to January 1, 2009 in accordance with applicable transition
relief provided with respect to Code Section 409A, dated regulations and other
applicable guidance.






	5.04	 	Death






	 	 	Notwithstanding any Plan provisions to the contrary, if a Participant dies before payment of
the entire balance of his Deferral Account, an amount equal to the unpaid portion thereof as
of the date of his death shall be payable in one lump sum to his Beneficiary. Such payment
will be made in the month following the month the Participant’s death occurs.






	5.05	 	Hardship






	 	 	Notwithstanding anything in the Plan or in a Deferral Agreement to the contrary, the
Administrative Committee may, if it determines an Unforeseeable Emergency exists which
cannot be satisfied from other sources, approve a request by the Participant for a
withdrawal from his Deferral Account. Such request shall be made in a time and manner
determined by the Administrative Committee. The payment made from a Participant’s Deferral
Account pursuant to the provisions of this Section 5.05 shall be limited to the amount
reasonably necessary to satisfy the emergency need (which may include amounts necessary to
pay any Federal, state, local or foreign income taxes or penalties reasonably anticipated to
result from the distribution). Determinations of amounts necessary to satisfy the emergency
need must take into account any additional compensation that is available, other than
additional compensation that, due to the Unforeseeable Emergency, is available under another
nonqualified deferred compensation plan but that has not actually been paid. This Section
5.05 is intended to comply with Code Section 409A, related regulations and any other
applicable guidance and shall be interpreted accordingly so that distributions shall be
permitted under this Section 5.05 only to the extent they comply with Code Section 409A and
the regulations promulgated thereunder. For purposes of this Section 5.05 an “Unforeseeable
Emergency” shall mean a severe financial hardship to a Participant resulting from (a) an
illness or accident of the Participant or the Participant’s spouse, beneficiary or dependent
(as defined in Code Section 152, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B)),
(b) loss of the Participant’s property due to casualty (including the need to rebuild a










 



Page 23


	 	 	home following damage to the home not otherwise covered by insurance) or (c) other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the
control of the Participant; provided, however, that an Unforeseeable Emergency shall only
exist to the extent the severe financial hardship would constitute an Unforeseeable
Emergency under Code Section 409A, related regulations and other applicable guidance. Such
payments shall be paid in a single lump sum within ninety (90) days of the date the
Unforeseeable Emergency payment is approved by the Administrative Committee.






	5.06	 	Payment upon the Occurrence of a Change in Control






	 	 	Notwithstanding the foregoing provisions of this Article 5, upon the occurrence of a Change
in Control, every Participant who is an Eligible Executive or a former Eligible Executive
shall automatically receive the entire balance of his Deferral Accounts in a single lump sum
payment. Such lump sum payment shall be made as soon as practicable on or after the Change
in Control. If such Participant dies after such Change in Control, but before receiving such
payment, it shall be made to his Beneficiary.






	 	 	For avoidance of doubt, upon the occurrence of an Acceleration Event (either prior, after or
simultaneously with the occurrence of a Change of Control), the provisions of Section 5.06
of the Plan as in effect on October 3, 2004 without regard to any Plan amendments after
October 3, 2004 which would constitute a material modification for Code Section 409A
purposes, shall be applicable to a Participant’s Grandfathered Deferral Account.






	5.07	 	Acceleration of or Delay in Payments






	 	 	The Administrative Committee, in its sole and absolute discretion, may elect to accelerate
the time or form of payment of a benefit owed to the Participant hereunder, provided such
acceleration is permitted under Treas. Reg. Section 1.409A-3(j)(4). The Administrative
Committee may also, in its sole and absolute discretion, delay the time for payment of a
benefit owed to the Participant hereunder, to the extent permitted under Treas. Reg. Section
1.409A-2(b)(7).






	5.08	 	Designation of Beneficiary






	 	 	Each Participant shall file with the Administrative Committee a written designation of one
or more persons as the Beneficiary who shall be entitled to receive the amount, if any,
payable under the Plan upon his death pursuant to Section 5.04 or 5.06. A Participant may,
from time to time,










 



Page 24


	 	 	revoke or change his Beneficiary designation without the consent of any prior Beneficiary by
filing a new designation with the Administrative Committee. The last such designation
received by the Administrative Committee shall be controlling; provided, however, that no
designation, or change or revocation thereof, shall be effective unless received by the
Administrative Committee prior to the Participant’s death, and in no event shall it be
effective as of a date prior to such receipt. If no such Beneficiary designation is in
effect at the time of a Participant’s death, or if no designated Beneficiary survives the
Participant, the Participant’s surviving spouse, if any, shall be his Beneficiary, otherwise
the person designated as beneficiary by the Participant under the ITT Salaried Group Life
Insurance Plan shall be his Beneficiary, and shall receive the payment of the amount, if
any, payable under the Plan upon his death; provided, however, that if the life insurance
benefit has been assigned, the Beneficiary shall be the Participant’s estate.






	5.09	 	Debiting Accounts






	 	 	Any amounts debited from a Participant’s Deferral Account or Granfathered Deferral Account
by reason of a distribution, withdrawal, or otherwise under this Article 5, shall be debited
from the Participant’s Deferral Account and/or Grandfathered Deferral Account and the
investment options under which such amount is credited, and such other accounts,
subaccounts, options, or other allocations, as determined by the Administrative Committee on
a basis uniformly applicable to all Participants similarly situated.










 



Page 25



ARTICLE 6 —  AMENDMENT OR TERMINATION





	6.01	 	Right to Terminate






	 	 	Notwithstanding any Plan provision to the contrary, the Corporation may, by action of the
Board of Directors, terminate this Plan and the related Deferral Agreements at any time. To
the extent consistent with the rules relating to plan terminations and liquidations in
Treasury Regulation Section 1.409A-3(j)(4)(ix) or otherwise consistent with Code Section
409A, the Board may provide that, without the prior written consent of Participants, all of
the Participants’ Deferral Accounts shall be distributed in a lump sum upon termination of
the Plan. Unless so distributed, in the event of a Plan termination, the Corporation shall
continue to maintain the Deferral Accounts until distributed pursuant to the terms of the
Plan and Participants shall remain 100% vested in all amounts credited to their Deferral
Accounts. For avoidance of doubt, in the event of a Plan termination, distribution of a
Grandfathered Deferral Account shall be governed by the provisions of the Plan as in effect
on October 3, 2004.






	6.02	 	Right to Amend






	 	 	The Compensation and Personnel Committee or its delegate may amend or modify this Plan and
the related Deferral Agreements in any way either retroactively or prospectively. However,
except that without the consent of the Participant or Beneficiary, if applicable, no
amendment or modification shall reduce or diminish such person’s right to receive any
benefit accrued hereunder prior to the date of such amendment or modification, and after the
occurrence of an Acceleration Event, no modification or amendment shall be made to Section
5.06 or Section 6.01 under Appendix A, attached hereto and made part hereof. A change in any
investment fund or index under Section 4.01 shall not be deemed to adversely affect any
Participant’s rights to his Deferral Account or Grandfathered Deferral Account. Notice of
an amendment or modification to the Plan shall be given in writing to each Participant and
Beneficiary of a deceased Participant having an interest in the Plan.










 



Page 26




ARTICLE 7 —  GENERAL PROVISIONS





	7.01	 	Funding






	 	 	All amounts payable in accordance with this Plan shall constitute a general unsecured
obligation of the Corporation. Such amounts, as well as any administrative costs relating to
the Plan, shall be paid out of the general assets of the Corporation. The Administrative
Committee may decide that a Participant’s Deferral Account and/or Grandfather Deferral
Account may be reduced to reflect allocable administrative expenses.






	7.02	 	No Contract of Employment






	 	 	The Plan is not a contract of employment and the terms of employment of any Participant
shall not be affected in any way by this Plan or related instruments, except as specifically
provided therein. The establishment of the Plan shall not be construed as conferring any
legal rights upon any person for a continuation of employment, nor shall it interfere with
the rights of the Company to discharge any person and to treat him without regard to the
effect which such treatment might have upon him under this Plan. Each Participant and all
persons who may have or claim any right by reason of his participation shall be bound by the
terms of this Plan and all Deferral Agreements entered into pursuant thereto.






	7.03	 	Unsecured Interest






	 	 	Neither the Corporation, the Company nor the Compensation and Personnel Committee nor the
Administrative Committee nor the Plan Committee in any way guarantees the performance of
the investment funds or indices a Participant may designate under Article 4. No special or
separate fund shall be established, and no segregation of assets shall be made, to assure
the payments thereunder. No Participant hereunder shall have any right, title, or interest
whatsoever in any specific assets of the Corporation. Nothing contained in this Plan and no
action taken pursuant to its provisions shall create or be construed to create a trust of
any kind or a fiduciary relationship between the Corporation and a Participant or any other
person. 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 creditor of the Corporation.






	7.04	 	Facility of Payment






	 	 	In the event that the Administrative Committee shall find that a Participant or Beneficiary
is incompetent to care for his affairs or is a minor, the Administrative Committee may
direct that










 



Page 27


	 	 	any benefit payment due him, unless claim shall have been made therefore by a duly appointed
legal representative, be paid on his behalf to his spouse, a child, a parent or other
relative, and any such payment so made shall thereby be a complete discharge of the
liability of the Coporation, the Company and the Plan for that payment.






	7.05	 	Withholding Taxes






	 	 	The Corporation shall have the right to deduct from each payment to be made under the Plan
any required withholding taxes.






	7.06	 	Nonalienation






	 	 	Subject to any applicable law, no benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any
attempt to do so shall be void, nor shall any such benefit be in any manner liable for or
subject to garnishment, attachment, execution or levy, or liable for or subject to the
debts, contracts, liabilities, engagements or torts of a person entitled to such benefits.






	7.07	 	Transfers






	 	(a)	 	Notwithstanding any Plan provision to the contrary, in the event the
Corporation (i) sells, causes the sale of, or sold the stock or assets of any employing
company in the controlled group of the Corporation to a third party or (ii) distributes
or distributed to the holders of shares of the Corporation’s common stock all of the
outstanding shares of common stock of a subsidiary or subsidiaries of the Corporation
and, as a result of such sale or distribution, such company or its employees are no
longer eligible to participate hereunder, the Compensation and Personnel Committee, in
its sole discretion, may treat such event as not constituting a Termination of
Employment and direct that the liabilities with respect to the benefits accrued under
this Plan for a Participant who, as a result of such sale or distribution, is no longer
eligible to participate in this Plan, shall (with the approval of the new employer), be
transferred to a similar plan of such new employer and become a liability thereunder,
provided that no provisions of such new plan or amendment thereof shall reduce the
balance of the Participants’ Deferral Accounts and/or Grandfathered deferral Accounts
as of the date of such transfer, as adjusted for investment gains or losses. Upon such
transfer (and acceptance thereof), the liabilities for such transferred benefits shall
become the obligation of the new employer and the liability under this Plan for such
benefits shall cease.










 



Page 28





	 	(b)	 	Notwithstanding any Plan provision to the contrary, at the discretion and
direction of the Corporation, liabilities with respect to benefits accrued by a
Participant under a plan maintained by such Participant’s former employer may be
transferred to this Plan and upon such transfer become the obligation of the
Corporation.






	7.08	 	Claims Procedure






	 	(a)	 	Submission of Claims
	 
	 	 	 	Claims for benefits under the Plan shall be submitted in writing to the Administrative
Committee or to an individual designated by the Administrative Committee for this
purpose.






	 	(b)	 	Denial of Claim
	 
	 	 	 	If any claim for benefits is wholly or partially denied, the claimant shall be given
written notice within ninety (90) days following the date on which the claim is filed,
which notice shall set forth the following:







	 	(i)	 	The specific reason or reasons for the denial;
	 
	 	(ii)	 	Specific reference to pertinent Plan provisions on which the denial
is based;






	 	(iii)	 	A description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such material or
information is necessary;






	 	(iv)	 	An explanation of the Plan’s claim review procedure; and
	 
	 	(v)	 	The time limits for requesting a review under this Section.






	 	 	 	If special circumstances require an extension of time for processing the claim,
written notice of an extension shall be furnished to the claimant prior to the end of
the initial period of ninety (90) days following the date on which the claim is filed.
Such an extension may not exceed a period of ninety (90) days beyond the end of said
initial period.
	 
	 	 	 	If the claim has not been granted and written notice of the denial of the claim, or
that an extension has been granted is not furnished within ninety (90) days following
the date on which the claim is filed, the claim shall be deemed denied for the purpose
of proceeding to the claim review procedure.










 



Page 29





	 	(c)	 	Claim Review Procedure
	 
	 	 	 	The claimant or his authorized representative shall have sixty (60) days after receipt
of written notification of denial of a claim to request a review of the denial by
making written request to the Administrative Committee, and may review pertinent
documents and submit issues and comments in writing within such 60-day period.
	 
	 	 	 	Not later than sixty (60) days after receipt of the request for review, the persons
designated by the Company to hear such appeals (the “Appeals Committee”) shall render
and furnish to the claimant a written decision, which shall include specific reasons
for the decision and shall make specific references to pertinent Plan provisions on
which it is based. If special circumstances require an extension of time for
processing, the decision shall be rendered as soon as possible, but not later than 120
days after receipt of the request for review, provided that written notice and
explanation of the delay are given to the claimant prior to commencement of the
extension. Such decision by the Appeals Committee shall not be subject to further
review. If a decision on review is not furnished to a claimant within the specified
time period, the claim shall be deemed to have been denied on review.






	 	(d)	 	Exhaustion of Remedy
	 
	 	 	 	No claimant shall institute any action or proceeding in any state or federal court of
law or equity or before any administrative tribunal or arbitrator for a claim for
benefits under the Plan until the claimant has first exhausted the procedures set
forth in this section.






	7.09	 	Payment of Expenses






	 	 	All administrative expenses of the Plan and all benefits under the Plan shall be paid from
the general assets of the Corporation, except as otherwise may be provided herein.






	7.10	 	Discharge of Corporation’s Obligation






	 	 	The payment by the Corporation of the benefits due under each and every Deferral Agreement
to the Participant or his Beneficiary shall discharge the Corporation’s obligation under the
Plan, and the Participant or Beneficiary shall have no further rights under this Plan or the
Deferral Agreements upon receipt by the appropriate person of all such benefits.










 



Page 30





	7.11	 	Successors






	 	 	The Plan shall be binding upon the successors and assigns of the Corporation, whether such
succession is by purchase, merger or otherwise.






	7.12	 	Construction






	 	(a)	 	The Plan is intended to constitute an unfunded deferred compensation
arrangement for a select group of management or highly compensated employees and,
therefore, is exempt from the requirements of parts 2, 3 and 4 of Subtitle B of Title I
of ERISA (pursuant to Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA), and all
rights hereunder shall be governed by ERISA. Subject to the preceding sentence, the
Plan shall be construed, regulated and administered in accordance with the laws of the
State of New York, subject to the provisions of applicable federal laws.






	 	(b)	 	The masculine pronoun shall mean the feminine wherever appropriate.






	 	(c)	 	The illegality of any particular provision of this document shall not affect
the other provisions, and the document shall be construed in all respects as if such
invalid provision were omitted.










 



Page 31




ARTICLE 8 —  ADMINISTRATION





	8.01	 	Administration






	 	(a)	 	The Administrative Committee shall mean the ITT Benefits Administration
Committee established from time to time pursuant to the terms of the ITT Salaried
Retirement Plan. The Administrative Committee shall have the exclusive responsibility
and complete discretionary authority to control the operation, management and
administration of the Plan, with all powers necessary to enable it properly to carry
out such responsibilities, including, but not limited to, the power to interpret the
Plan and any related documents, to establish procedures for making any elections called
for under the Plan, to make factual determinations regarding any and all matters
arising hereunder, including, but not limited to, the right to determine eligibility
for benefits, the right to construe the terms of the Plan, the right to remedy possible
ambiguities, inequities, inconsistencies or omissions, and the right to resolve all
interpretive, equitable or other questions arising under the Plan. The decisions of the
Administrative Committee or such other party as is authorized under the terms of any
grantor trust on all matters shall be final, binding and conclusive on all persons to
the extent permitted by law.






	 	(b)	 	To the extent permitted by law, all agents and representatives of the
Administrative Committee shall be indemnified by the Corporation and held harmless
against any claims and the expenses of defending against such claims, resulting from
any action or conduct relating to the administration of the Plan, except claims arising
from gross negligence, willful neglect or willful misconduct.






	 	(c)	 	With respect to benefits hereunder subject to Code Section 409A, the Plan is
intended to comply with the requirements of Code Section 409A and the provisions hereof
shall be interpreted in a manner that satisfies the requirements of Code Section 409A
and the regulations thereunder, and the Plan shall be operated accordingly. If any
provision of the Plan would otherwise frustrate or conflict with this intent, the
provision will be interpreted and deemed amended so as to avoid this conflict. The Plan
has been administered in good faith compliance with Section 409A and the guidance
issued thereunder from January 1, 2005 through December 31, 2008.










 



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APPENDIX A




SPECIAL PROVISIONS APPLICABLE TO CERTAIN PARTICIPANTS

WHO DEFERRED BASE SALARY UNDER THIS PLAN



This Appendix A is applicable only with respect to a Participant who deferred all or a portion of
his Base Salary under the provisions of this Plan and who (i) lost matching or other employer
contributions under the ITT Industries Investment and Savings Plan for Salaried Employees (or any
predecessor plan) due to the deferral of his Base Salary under this Plan, or (ii) had salary
deferrals attributable to such Base Salary credited on his behalf to the ITT Industries Excess
Savings Plan (or a predecessor plan) prior to January 1, 1996.




SECTION 1 — DEFINITIONS





	1.01	 	“Accounts” shall mean the Deferred Account, Floor Contribution Account and the Matching
Contribution Account.






	1.02	 	“Deferred Account” shall mean the bookkeeping account maintained for each Participant covered
under this Appendix A to record the portion of Base Salary deferred under this Plan which was
credited as a Salary Deferral under the ITT Industries Excess Savings Plan (or any predecessor
plan) prior to January 1, 1996.






	1.03	 	“Matching Contribution Account” shall mean the bookkeeping account maintained for each
Participant covered under this Appendix A to record the Excess Matching Contribution (as
defined under the ITT Industries Excess Savings Plan) credited on such Participant’s behalf
due to his deferral of Base Salary under this Plan.






	1.04	 	“Floor Contribution Account” shall mean the bookkeeping account maintained for each
Participant covered under this Appendix A to record the Excess Floor Contributions (as defined
under the ITT Industries Excess Savings Plan) credited on such Participant’s behalf due to his
deferral of Base Salary under this Plan.










 



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SECTION 2. — INVESTMENT OF ACCOUNTS





	2.01	 	A Participant shall have no choice or election with respect to the investments of his
Accounts. There shall be credited or debited an amount of earnings or losses on the balance of
the Participant’s Accounts which would have been credited had the Participant’s Accounts been
invested in the Stable Value Fund maintained under the ITT Salaried Investment and Savings
Plan.





SECTION 3. — VESTING OF ACCOUNTS





	3.01	 	A Participant shall be fully vested .in his Deferred Account and Floor Contribution Account.
The Participant shall vest in the amounts credited to his Matching Contribution Account at the
same rate and under the same conditions at which such contributions would have vested under
the ITT Salaried Investment and Savings Plan had they been contributed thereunder. In the
event the Participant terminates employment prior to vesting in all or any part of the amount
credited on his behalf to his Matching Contribution Account, such contributions and earnings
thereon shall be forfeited and shall not be restored in the event the Participant is
subsequently reemployed by the Company.






	3.02	 	Notwithstanding any provisions of this Plan or Appendix A to the contrary, upon the
occurrence of an Acceleration Event, (as such term is defined in Article I of the Plan) a
Participant shall become fully vested in the amounts credited to his Matching Contribution
Account.





SECTION 4. — COMMENCEMENT OF PAYMENT





	4.01	 	A Participant shall be entitled to receive payment of his Deferred Account, Floor
Contribution Account and the vested portion of his Matching Contribution Account, as
determined under Section 3.01, upon his termination of employment for any reason, other than
death. The distribution of such Accounts shall be made as soon as practicable following such
termination of employment.






	4.02	 	In the event of the death of a Participant prior to the full payment of his Accounts, the
unpaid portion of his Accounts shall be paid to his Beneficiary (as defined in Section 1.05 of
the Plan) as soon as practicable following his date of death.





SECTION 5. — METHOD OF PAYMENT










 



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	5.01	 	Payment of a Participant’s Deferred Account, Floor Contribution Account, and the vested
portion of his Matching Contribution Account shall be made in a single lump sum payment.





SECTION 6. — PAYMENT UPON THE OCCURRENCE OF AN ACCELERATION EVENT





	6.01	 	Upon the occurrence of an Acceleration Event, all Participants shall automatically receive
the entire balance of their Accounts in a single lump sum payment. Such lump sum payment shall
be made as soon as practicable on or after the Acceleration Event. If the Participant dies
after such Acceleration Event, but before receiving such payment, it shall be made to his
Beneficiary.










 



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APPENDIX B




PROVISIONS APPLICABLE TO A PARTICIPANT’S

GRANDFATHERED DEFERRAL ACCOUNT



This Appendix B constitutes an integral part of the Plan and is applicable with respect to the
Grandfathered Deferral Account of those individuals who were Participants in the Plan on December
31, 2004. The Grandfathered Deferral Account is subject to all the terms and conditions of the
Plan as set forth on October 3, 2004, without regard to any Plan amendments after October 3, 2004,
which would constitute a material modification for Code Section 409A. Section references in this
Appendix B correspond to appropriate Sections of the Plan as in effect on October 3, 2004 as set
forth in Appendix C.




ARTICLE 1 — DEFINITIONS





	1.13	 	“Deferral Account” means the Participant’s Grandfathered Deferral Account as set forth in
Section 1.21 of the foregoing provisions of the Plan.





ARTICLE 3 — DEFERRALS



The provisions of Section 3.03, 3.04 and 3.05 shall continue to apply to a Participant’s
Grandfathered Deferral Account.




ARTICLE 4 — MAINTENANCE OF ACCOUNTS



The provisions of Section 4 as set forth in the foregoing provisions of the Plan as amended
and restated effective as December 31, 2008, shall be applicable to a Participant’s Grandfathered
Deferral Account on and after January 1, 2009.




ARTICLE 5 — PAYMENT OF BENEFITS



For purposes of this Article 5 — Payment of Benefits, the term “termination of employment” or any
other similar language means, with respect to a Participant, the complete cessation of providing
service to the Company and all Associated Companies as an employee.



Except as provided in the preceding sentence and below, the provisions of Article 5 shall continue
to apply to a Participant’s Grandfathered Deferral Account.










 



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	5.04	 	Hardship
	 
	 	 	A distribution shall not be made pursuant to this Section 5.04,unless the Participant incurs
an “unforeseeable emergency” as such term is defined in Section 5.06 of the foregoing
provisions of this Plan.






	5.07	 	Designation of Beneficiary






	 	 	The provisions of Section 5.07 as set forth in the foregoing provisions of the Plan as
amended and restated effective as December 31, 2008, shall be applicable to a Participant’s
Grandfathered Deferral Account on and after January 1, 2009.






	5.08	 	Debiting Accounts






	 	 	The provisions of Section 5.08 as set forth in the foregoing provisions of the Plan as
amended and restated effective as December 31, 2008, shall be applicable to a Participant’s
Grandfathered Deferral Account on and after January 1, 2009.










 



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APPENDIX C




PROVISIONS OF THE PLAN AS IN EFFECT ON OCTOBER 3, 2004



This Appendix C constitutes a part of this Plan and contains the Plan provisions as in effect on
October 3, 2004.