Exhibit 10(f)


 


Amended and Restated


Snap-on Incorporated


Directors’ 1993 Fee Plan


(as amended through November 1,
2008)


 


1.                                     Purpose. The Amended and Restated Snap-on
Incorporated Directors’ 1993 Fee Plan (the “Plan”) is intended to provide an
incentive to members of the Board of Directors(the “Board”) of Snap-on
Incorporated, a Delaware corporation (the “Company”), who are not employees of
the Company (“Directors”), to remain in the service of the Company and increase
their efforts for the success of the Company and to encourage such Directors to
own shares of the Company’s stock or participate in a Company phantom stock
account, thereby aligning their interests more closely with the interests of
stockholders.


 


The
Plan is intended to comply with Section 409A of the Internal Revenue Code
(the “Code”) with respect to all amounts deferred hereunder.  For the period from January 1, 2005
through December 31, 2008 the Plan shall be subject to a good faith
interpretation of Code Section 409A which shall permit any action which is
(i) permitted under the transitional rules contained in Treasury
Regulations and other guidance issued pursuant to Code Section 409A, or (ii) is
otherwise consistent with a reasonable good faith interpretation of Code Section 409A.  Each provision and term of the amended Plan
should be interpreted accordingly, but if any provision or term of such amended
Plan would be prohibited by or be inconsistent with Code Section 409A,
then such provision or term shall be deemed to be reformed to comply with Code Section 409A.


 


2.                                  Definitions.


 


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


 


(b)                                 “Committee” means a committee
consisting of members of the Board authorized to administer the Plan.


 


(c)                                 “Common Stock” means the common
stock, par value $1.00 per share, of the Company.


 


(d)                                 “Deferral Election” means an
election pursuant to Section 6 hereof to defer receipt of Fees and/or
shares of Common Stock which would otherwise be received pursuant to Elective
Grants.


 


(e)                                 “Deferred Amounts” mean the amounts
credited to a Director’s Share Account or Cash Account pursuant to a Deferral
Election.


 


(f)                                     “Director” means a member of the
Board or an appointed Director Emeritus, who is not an employee of the Company.


 


(g)                                 “Elective Grants” shall have the meaning
set forth in Section 5(a) hereof.


 


(h)                                 “Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 













 


(i)                                     “Fair Market Value” means the
closing price of the Common Stock on the New York Stock Exchange on any
particular date; provided, however, that for purposes of Section 8, Fair
Market Value shall mean the closing price of Common Stock on the New York Stock
Exchange on the date of the Change of Control (as defined therein) or, if
higher, the highest price per share of Common Stock paid in the transaction
giving rise to the Change of Control.


 


(j)                                     “Fees” mean the annual retainer
scheduled to be paid to a Director for the calendar year plus any additional
fees (including meeting and committee fees) earned by a Director for his or her
services on the Board during the calendar year.


 


(k)                                 “Grants” mean Elective Grants.


 


(l)                                     “Share Election” shall have the
meaning set forth in Section 5(a) hereof.


 


3.                                  Administration of the Plan.


 


(a)                                 Member of the Committee. The Plan
shall be administered by the Committee. Members of the Committee shall be
appointed from time to time by the Board, shall serve at the pleasure of the
Board and may resign at any time upon written notice to the Board.


 


(b)                                 Authority of the Committee. The
Committee shall adopt such rules as it may deem appropriate in order to
carry out the purpose of the Plan. All questions of interpretation,
administration, and application of the Plan shall be determined by a majority
of the members of the Committee then in office, except that the Committee may
authorize any one or more of its members, or any officer of the Company, to
execute and deliver documents on behalf of the Committee. The determination of
such majority shall be final and binding in all matters relating to the Plan.
No member of the Committee shall be liable for any act done or omitted to be
done by such member or by any other member of the Committee in connection with
the Plan, except for such member’s own willful misconduct or as expressly
provided by statute.


 


4.                                  Stock Reserved for the Plan. The number of shares of Common
Stock authorized for issuance under the Plan is 300,000, subject to adjustment
pursuant to Section 7 hereof. Shares of Common Stock delivered hereunder
may be either authorized but unissued shares or previously issued shares
reacquired and held by the Company.


 


5.                                  Terms and Conditions of Grants.


 


(a)                                 Elective Grant. Subject to Section 5(d) hereof,
each Director may make an election (the “Share Election”) to receive (subject
to a Deferral Election) any or all of his or her Fees earned in each calendar
year in the form of Common Stock (the “Elective Grants”). The shares of Common
Stock (and cash in lieu of fractional shares) issuable pursuant to a Share
Election shall be transferred in accordance with Section 5(b) hereof.  The Share Election (i) must be in
writing and delivered to the Secretary of the Company, (ii) shall be
effective commencing on the date the Secretary receives the Share Election or
such later date as may be specified in the Share Election, and (iii) shall
remain in effect unless modified or revoked by a subsequent Share Election in
accordance with the provisions hereof.


 













 


(b)                                 Transfer of Shares. Shares of Common Stock issuable to
a Director with respect Elective Grants shall be transferred to such Director
as of the last business day of each calendar month. The total number of shares
of Common Stock to be so transferred shall be determined by dividing (a) the
dollar amount of the Director’s Fees payable during the applicable calendar
month to which the Share Election applies, by (b) the Fair Market Value of
a share of Common Stock on the last business day of such calendar month. In no
event, shall the Company be required to issue fractional shares. Whenever under
the terms of this Section 5 a fractional share of Common Stock would
otherwise be required to be issued to a Director, an amount in lieu thereof
shall be paid in cash based upon the Fair Market Value of such fractional
share.


 


(c)                                 Termination of Services. If a Director’s services as a
Board member are terminated before the end of a calendar quarter, the Director
shall receive in cash the Fees such Director would otherwise have been entitled
to receive for such quarter in the absence of this Plan.


 


(d)                                 Commencement of Grants. Notwithstanding anything in this
Plan to the contrary, no Grants shall be effective with respect to Fees to be
paid prior to the requisite approval of this Plan by the stockholders of the
Company.


 


6.                                  Deferral Election.


 


(a)                                 In General. Each Director may irrevocably
elect annually (a “Deferral Election”) to defer receiving all or a portion of
the shares of Common Stock (that would otherwise be transferred upon a Grant)
or such Director’s Fees in respect of a calendar year that are not subject to a
Grant. Deferral Elections shall be made in multiples of ten percent. A Director
who makes a Deferral Election with respect to Grants shall have the amount of
deferred shares of Common Stock credited to a “Share Account” in the form of “Share
Units.” A Director who makes a Deferral Election with respect to Fees that are
not subject to a Grant shall have the amount of Deferred Fees credited to a “Cash
Account.” Collectively, the amounts deferred in a Director’s Share Account and
Cash Account shall hereafter be the “Deferred Amounts.”


 


(b)                                 Timing of Deferral Election. The Deferral Election shall be in
writing and delivered to the Secretary of the Company on or prior to December 31
of the calendar year immediately preceding the calendar year in which the
applicable Fees are to be earned; provided, however, that a New Director may
make a Deferral Election with respect to Fees earned subsequent to such
election during the thirty-day period immediately following the commencement of
his or her directorship. A Deferral Election, once made, shall be irrevocable
for the calendar year with respect to which it is made and shall remain in
effect for future calendar years unless modified or revoked by a subsequent
Deferral Election in accordance with the provisions hereof. A Deferral Election
may be changed only with respect to fees earned subsequent to the effective
date of such Election; provided, however, that effective August 3, 2006,
Directors may execute a new Deferral Election to change the payment
commencement date and/or manner of payments for previously Deferred Amounts,
provided, that such Deferral Election is: (i) in the case of a Deferral
Election to accelerate payments, made prior to December 31, 2006 and
provides for payment no earlier than January 1, 2007; (ii) in the
case of a Deferral Election to postpone payment, postpones payment of
previously Deferred Amounts for a period of five years or more from when
payment was previously scheduled to occur, and (iii) any actions taken
pursuant to (i) or (ii) must be performed in accordance with the
provisions of the American Jobs Creation Act and any rules and regulations
issued pursuant thereto.


 













 


(c)                                 Cash Dividends and Share Accounts. Whenever cash dividends are paid
by the Company on outstanding Common Stock, there shall be credited to the Director’s
Share Account additional Share Units equal to (i) the aggregate dividend
that would be payable on outstanding Shares of Common Stock equal to the number
of Share Units in such Share Account on the record date for the dividend,
divided by (ii) the Fair Market Value of the Common Stock on the last
trading business day immediately preceding the date of payment of the dividend.


 


(d)                                 Cash Accounts. At the election of a Director, a
Director’s Cash Account shall be credited or debited with (i) interest at
an annual rate equal to the sum of the daily interest earned at a rate
specified by the Committee and compounded monthly or (ii) the annual
investment return relating to such investment vehicle or vehicles that the
Director chooses from those the Committee determines to make available, or such
combination of (i) and (ii) as the Director designates at the time of
a Deferral Election or a modification thereof.


 


(e)                                 Commencement of Payments. Except as otherwise provided in
Sections 6(h) and 8(b), a Director’s Deferred Amounts shall become payable
as soon as practicable but in no event later than 90 days following the earlier
to occur of (a) the date the Director has a Separation from Service from
the Company, within the meaning of Code Section 409A, or (b) the
Director’s attainment of age 70 years, or such later date designated by the
Director in the Deferral Election.


 


(f)                                     Form of Payments. Subject to a Director’s right to
convert a Share Account balance to a Cash Account, all payments from a Share
Account shall be made in shares of Common Stock by converting Share Units into
Common Stock on a one-for-one basis, with payment of fractional shares to be
made in cash. All payments from a Cash Account shall be made in cash.


 


(g)                                 Manner of Payments. In his or her Deferral Election,
each Director shall elect to receive payment of his or her Deferred Amounts
either in a lump sum or in two to fifteen substantially equal annual
installments. In the event of a Director’s death, payment of the remaining
portion of the Director’s Deferred Amounts will be made to the Director’s
beneficiary in a lump sum as soon as practicable following the Director’s
death.  In the event a Director fails to
make a valid distribution election, such Director shall receive payment of his
or her Deferred Amounts in a lump sum.


 


(h)                                 Hardship Distribution. Notwithstanding any Deferral
Election, in the event of severe financial hardship to a Director resulting
from a sudden and unexpected illness, accident or disability of the Director or
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Director, all as determined by the
Committee, a Director may withdraw any portion of the Share Units in his or her
Share Account or cash in his or her Cash Account by providing written notice to
the Secretary of the Company. All payments resulting from such a hardship shall
be made in the form provided in Section 6(f) above.


 


(i)                                     Designation of Beneficiary. Each Director or former Director
entitled to payment of deferred amounts hereunder from time to time may
designate any beneficiary or beneficiaries (who may be designated concurrently,
contingently or successively) to whom any such deferred amounts are to be paid
in case of the Director’s death before receipt of any or all of such deferred
amounts. Each designation will revoke all prior designations by the Director or
former Director, shall be in a form prescribed by the Company, and will be
effective only when 


 













 


filed by the Director or former
Director, during his or her lifetime, in writing with the Secretary of the
Company. Reference in this Plan to a Director’s “beneficiary” at any date shall
include such persons designated as concurrent beneficiaries on the Director’s
beneficiary designation form then in effect. In the absence of any such
designation, any balance remaining in a Director’s or former Director’s Share
Account at the time of the Director’s death shall be paid to such Director’s
estate in a lump sum.


 


(j)                                     Account Transfers. Subject to any applicable
corporate policies, from time to time a Director may convert all or a portion
of any Cash Account balance of the Director into deferred shares of Common
Stock credited to the Director’s corresponding Share Account by written notice
to the Company. In such event, and effective as of the date the Company
receives such a notice, (i) there shall be credited to the Director’s
Share Account a number of Share Units equal to the number of Share Units
specified in the notice or, if such notice specifies a dollar amount, a number
of Share Units equal to such dollar amount divided by the Fair Market Value on
the last trading business day immediately preceding the date the Company
receives such notice and (ii) the Director’s Cash Account shall be debited
in an amount equal to the number of Share Units credited to the Share Account
multiplied by the Fair Market Value on the same trading business day. Subject
to any applicable corporate policies, from time to time a Director with a
credit balance in a Share Account may convert all or a portion of such balance
into an amount to be credited to the Director’s corresponding Cash Account by
giving written notice to the Company. In such event, and effective as of the
date the Company receives such a notice, (i) there shall be credited to
the Director’s Cash Account an amount equal to the number of Share Units
specified in the notice multiplied by the Fair Market Value on the last trading
business day immediately preceding the date the Company receives such notice
and (ii) the Director’s Share Account shall be debited by the number of
Share Units specified in the notice.


 


7.                                  Changes in Capitalization. In the event of any Change in
Capitalization, a proportionate substitution or adjustment may be made in (i) the
aggregate number and/or kind of shares or other property reserved for issuance
under the Plan, (ii) the number and kind of shares or other property to be
delivered under the Plan and (iii) the number and kind of shares or other
property held in each Director’s Share Account, in each case as may be
determined by the Committee in its sole discretion. Such other proportionate
substitutions or adjustments may be made as shall be determined by the
Committee in its sole discretion.  “Change
in Capitalization” means any increase, reduction, change or exchange of shares
of Common Stock for a different number or kind of shares or other securities or
property by reason of a reclassification, recapitalization, merger,
consolidation, reorganization, issuance of warrants or rights, stock dividend,
stock split or reverse stock split, combination or exchange of shares,
repurchase of shares, change in corporate structure or otherwise; or any other
corporate action, such as declaration of a special dividend, that affects the
capitalization of the Company.


 


8.                                  Change of Control.


 


(a)                                 For purposes of this Plan, a “Change
of Control” shall be deemed to have occurred on the first to occur of any one
of the events set forth in the following paragraphs:


 


(1)                                 any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company (not including in
the securities Beneficially Owned by such Person any securities acquired
directly from the Company or its Affiliates) representing 25% or more of either
the then outstanding shares of common stock of the Company or the combined
voting 


 













 


power of the Company’s then outstanding voting securities,
excluding any Person who becomes such a Beneficial Owner in connection with a
transaction described in clause (i) of paragraph (3) below; or


 


(2)                                 the following individuals cease for
any reason to constitute a majority of the number of directors then serving:
individuals who, on January 25, 2002, constitute the Board and any new
director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of directors of the
Company as such terms are used in Rule 14a-11 of Regulation 14A under the
Exchange Act) whose appointment or election by the Board or nomination for
election by the Company’s stockholders was approved or recommended by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors on January 25, 2002 or whose appointment, election or nomination
for election was previously so approved or recommended; or


 


(3)                                 there is consummated a merger or
consolidation of the Company or any direct or indirect subsidiary of the
Company with any other corporation, other than (i) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof) at least 60% of the
combined voting power of the voting securities of the Company or such surviving
entity or any parent thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person is
or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company (not including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates) representing
25% or more of either the then outstanding shares of common stock of the
Company or the combined voting power of the Company’s then outstanding voting
securities; or


 


(4)                                 the stockholders of the Company
approve a plan of complete liquidation or dissolution of the Company or there
is consummated an agreement for the sale or disposition by the Company of all
or substantially all of the Company’s assets (in one transaction or a series of
related transactions within any period of 24 consecutive months), other than a
sale or disposition by the Company of all or substantially all of the Company’s
assets to an entity, at least 75% of the combined voting power of the voting
securities of which are owned by stockholders of the Company in substantially
the same proportions as their ownership of the Company immediately prior to
such sale.


 


Notwithstanding
the foregoing, no “Change of Control” shall be deemed to have occurred if there
is consummated any transaction or series of integrated transactions immediately
following which the record holders of the common stock of the Company
immediately prior to such transaction or series of transactions continue to
have substantially the same proportionate ownership in an entity which owns all
or substantially all of the assets of the Company immediately following such
transaction or series of transactions.


 













 


For
purposes of the definition of Change of Control, “Affiliate” shall have the
meaning set forth in Rule 12b-2 promulgated under Section 12 of the
Exchange Act; “Beneficial Owner” shall have the meaning set forth in Rule 13d-3
under the Exchange Act; and “Person” shall have the meaning given in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (iv) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company or (v) any individual, entity or group
which is permitted to, and actually does, report its Beneficial Ownership on
Schedule 13G (or any successor schedule); provided that if any such individual,
entity or group subsequently becomes required to or does report its Beneficial
Ownership on Schedule 13D (or any successor schedule), such individual, entity
or group shall be deemed to be a Person for purposes hereof on the first date
on which such individual, entity or group becomes required to or does so report
Beneficial Ownership of all of the voting securities of the Company
Beneficially Owned by it on such date.


 


(b)                             Upon the occurrence of a Change of
Control, notwithstanding any provision of this Plan to the contrary,


 


(i)                                     all Share Units credited to a Share
Account shall be converted into an amount equal to the number of Share Units
multiplied by the Fair Market Value, which amount shall be (1) transferred
as soon as possible to each Director and (B)


 


denominated in (i) such
form of consideration as the Director would have received had the Director been
the owner of record of such shares of Common Stock at the time of such Change
of Control, in the case of a “Change of Control With Consideration” or (2) cash,
in the case of a “Change of Control Without Consideration”; and


 


(ii)                                  fees earned in respect of the
calendar quarter in which the Change of Control occurs, together with all
Deferred Amounts credited to a Cash Account, shall be transferred as soon as
practicable in cash to each Director.


 


For
purposes of this Section 8, (I) “Change of Control With Consideration”
shall mean a Change of Control in which shares of Common Stock are exchanged or
surrendered for shares, cash or other property and (II) “Change of Control
Without Consideration” shall mean a Change of Control pursuant to which shares
of Common Stock are not exchanged or surrendered for shares, cash or other
property.


 


9.                                  Term of Plan. This Plan shall become effective
as of the date of approval of the Plan by the stockholders of the Company, and
shall remain in effect until a Change of Control, unless sooner terminated by
the Board; provided, however, that, except as provided in Section 8(b) hereof,
Deferred Amounts may be delivered pursuant to any Deferral Election, in
accordance with such election, after the Plan’s termination. Prior to the
effective date of the Plan, Directors may make the elections provided for
herein, but the effectiveness of such elections shall be contingent upon the
receipt of stockholder approval of the Plan. 
No transfer of shares of Common Stock may be made to any Director or any
other person under the Plan until such time as stockholder approval of the Plan
is obtained pursuant to this Section 9. In the event stockholder approval
is not obtained, Fees that were not subject to Deferral Elections shall be 


 













 


paid to the Directors in cash and
Fees that were subject to Deferral Elections shall be deferred pursuant to the
Prior Plan.


 


10.                           Amendment; Termination. The Board or the Committee may at
any time and from time to time alter, amend, suspend, or terminate the Plan in
whole or in part; provided, however, that no amendment which requires
stockholder approval in order for the exemptions available under Rule 16b-3
of the Exchange Act, as amended from time to time (“Rule 16b-3”), to be
applicable to the Plan and the Directors shall be effective unless the same
shall be approved by the stockholders of the Company entitled to vote thereon.
Notwithstanding the foregoing, no amendment shall affect adversely any of the
rights of any Director, without such Director’s consent, under any election
theretofore in effect under the Plan. 
Further notwithstanding the foregoing, in the event the Plan is
terminated and Code Section 409A does not permit distributions upon termination,
a Participant’s entire benefit, if any, shall be paid at such time and in such
form as otherwise provided for under the Plan.


 


11.                           Rights of Directors.


 


(a)                                 Retention as Director. Nothing contained in the Plan or
with respect to any Grant shall interfere with or limit in any way the right of
the stockholders of the Company to remove any Director from the Board pursuant
to the bylaws of the Company, nor confer upon any Director any right to
continue in the service of the Company as a Director.


 


(b)                                 Nontransferability. No right or interest of any
Director in Deferred Amounts shall be assignable or transferable during the
lifetime of the Director, either voluntarily or involuntarily, or subjected to
any lien, directly or indirectly, by operation of law, or otherwise, including
execution, levy, garnishment, attachment, pledge or bankruptcy.  In the event of a Director’s death, a
Director’s rights and interests in his or her Deferred Amounts shall be
transferable by testamentary will or the laws of descent and distribution. If
in the opinion of the Committee a person entitled to payments or to exercise
rights with respect to the Plan is disabled from caring for his or her affairs
because of mental condition, physical condition or age, payment due such person
may be made to, and such rights shall be exercised by, such person’s guardian,
conservator or other legal personal representative upon furnishing the
Committee with evidence satisfactory to the Committee of such status.


 


12.                           General Restrictions.


 


(a)                                 Investment Representations. The Company may require any
director to whom Common Stock is granted, as a condition of receiving such
Common Stock, to give written assurances in substance and form satisfactory to
the Company and its counsel to the effect that such person is acquiring the
Common Stock for his own account for investment and not with any present
intention of selling or otherwise distributing the same, and to such other
effects as the Company deems necessary or appropriate in order to comply with
Federal and applicable state securities laws.


 


(b)                                 Compliance with Securities Laws. Each Grant shall be subject to the
requirement that, if at any time counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such Grant
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental or regulatory body, is necessary as a condition
of, or in connection with, the issuance of shares thereunder, such Grant may not
be accepted or exercised in whole or in part unless such listing, registration,



 













 


qualification, consent or approval
shall have been effected or obtained on conditions acceptable to the Committee.
Nothing herein shall be deemed to require the Company to apply for or to obtain
such listing, registration or qualification.


 


13.                           Withholding. The Company may defer making
payments under the Plan until satisfactory arrangements have been made for the
payment of any federal, state or local income taxes required to be withheld
with respect to such payment or delivery. Each Director shall be entitled to
irrevocably elect to have the Company withhold shares of Common Stock having an
aggregate value equal to the amount required to be withheld. The value of fractional
shares remaining after payment of the withholding taxes shall be paid to the
Director in cash. Shares so withheld shall be valued at Fair Market Value on
the regular business day immediately preceding the date such shares would
otherwise be transferred hereunder.


 


14.                           Governing Law. This Plan and all rights hereunder
shall be construed in accordance with and governed by the laws of the State of
Delaware.


 


15.                           Headings. The headings of sections and
subsections herein are included solely for convenience of reference and shall
not affect the meaning of any of the provisions of the Plan.