EX-10.11






Exhibit 10.11




ITT Corporation

Enhanced Severance Pay Plan

(amended and restated as of December 31, 2008)




1. Purpose




     The purpose of this ITT Corporation Enhanced Severance Pay Plan (“Plan”) is to assist in
occupational transition by providing Severance Benefits, as defined herein, for employees covered
by this Plan whose employment is terminated under conditions set forth in this Plan.



2. Covered Employees




     Covered employees under this Plan (“Employees”) are active full-time, regular salaried
employees of ITT Corporation (“ITT”) and of any subsidiary company (“ITT Subsidiary”) (collectively
or individually as the context requires “Company”) (including Employees who are short term disabled
as of a Potential Acceleration event within the meaning of the Company’s short term disability
benefit plans) (other than Employees on periodic severance as of a Potential Acceleration Event)
who are or were, at any time within the two year period immediately preceding the Employees’
termination of employment (other than executives covered by the ITT Special Senior Executive
Severance Pay Plan), either (i) United States or Canadian citizens or who are employed in the
United States or Canada, whose primary employment location is at ITT Headquarters, White Plains,
New York (and satellite locations, including, without limitation, ITT Pension and Savings Plan
(Clifton, New Jersey), ITT TDS (Palm Coast, Florida), ITT Flight Operations (New Castle, Delaware),
ITT Shared Services (Ft. Wayne, Indiana and Seneca Falls, New York), ITT Industries of Canada
(Toronto, Ontario) and ITT Industries (Shanghai, China)) or (ii) worldwide staff whose primary
responsibility is in support of ITT Defense Headquarters (McLean, Virginia), ITT Fluid Technology
Headquarters (Upper Saddle River, New Jersey), ITT Motion and Flow Control Headquarters (Upper
Saddle River, New Jersey) or ITT Electronic Components Headquarters (Santa Ana, California) and
such other employees of the Company who shall be designated as covered employees thereunder by the
Chief Executive or the Senior Vice President, Director-Human Resources of ITT or a designee of such
officers (“Authorized Officers or Designees”). No person who is employed on a temporary,
occasional or seasonal basis is eligible under this Plan.



     After the occurrence of an Acceleration Event, the terms “ITT”, “ITT Subsidiary” and “Company”
as used herein shall also include, respectively and as the context requires, any successor company
to ITT or any successor company to any ITT Subsidiary and any affiliate of any such successor
company.



3. Definitions




     An “Acceleration Event” shall occur if (i) a report on Schedule 13D shall be filed with the
Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934
(the “Act”) disclosing that any person (within the meaning of Section 13(d) of the Act), other than
ITT or a subsidiary of ITT or any employee benefit plan sponsored by ITT or a









 



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subsidiary of ITT, is the beneficial owner directly or indirectly of twenty percent (20%) or
more of the outstanding Common Stock $1 par value, of ITT (the “Stock”); (ii) any person (within
the meaning of Section 13(d) of the Act), other than ITT or a subsidiary of ITT, or any employee
benefit plan sponsored by ITT or a subsidiary of ITT, shall purchase shares pursuant to a tender
offer or exchange offer to acquire any Stock of ITT (or securities convertible into Stock) for
cash, securities or any other consideration, provided that after consummation of the offer,
the person in question is the beneficial owner (as such term is defined in Rule 13d-3 under the
Act), directly or indirectly, of twenty percent (20%) or more of the outstanding Stock of ITT
(calculated as provided in paragraph (d) of Rule 13d-3 under the Act in the case of rights to
acquire Stock); (iii) the stockholders of ITT shall approve (A) any consolidation, business
combination or merger involving ITT, other than a consolidation, business combination or merger
involving ITT in which holders of Stock immediately prior to the consolidation, business
combination or merger (x) hold fifty percent (50%) or more of the combined voting power of ITT (or
the corporation resulting from the merger or consolidation or the parent of such corporation) after
the merger and (y) have the same proportionate ownership of common stock of ITT (or the corporation
resulting from the merger or consolidation or the parent of such corporation), relative to other
holders of Stock immediately prior to the merger, business combination or consolidation,
immediately after the merger as immediately before, or (B) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all or substantially all the
assets of ITT, (iv) there shall have been a change in a majority of the members of the Board of
Directors of ITT within a 12-month period unless the election or nomination for election by ITT’
stockholders of each new director during such 12-month period was approved by the vote of
two-thirds of the directors then still in office who (x) were directors at the beginning of such
12-month period or (y) whose nomination for election or election as directors was recommended or
approved by a majority of the directors who where directors at the beginning of such 12-month
period or (v) any person (within the meaning of Section 13(d) of the Act) (other than ITT or any
subsidiary of ITT or any employee benefit plan (or related trust) sponsored by ITT or a subsidiary
of ITT) becomes the beneficial owner (as such term is defined in Rule 13d-3 under the Act) of
twenty percent (20%) or more of the Stock.



     “Cause” shall mean action by the Employee involving willful malfeasance or gross negligence or
the Employee’s failure to act involving material nonfeasance that would tend to have a materially
adverse effect on the Company. No act or omission on the part of the Employee shall be considered
“willful” unless it is done or omitted in bad faith or without reasonable belief that the action or
omission was in the best interests of the Company.



     “Enhanced Severance Period” shall mean the period, expressed in weeks, equal to the sum of
(x) two times the normal severance pay or termination pay period of weeks for the Employee
(the “Normal Severance Period”), determined as if the Employee were an employee of the same grade,
and having the same years of service, covered by and eligible for the severance pay or termination
pay plans or policies at ITT Headquarters, White Plains, New York, as in effect immediately
preceding an Acceleration Event and (y) four (4) weeks (in lieu of notice of termination),
provided that the Enhanced Severance Period shall not exceed 108 weeks and shall not be
less than the Minimum Severance Period.



     “Enhanced Week’s Pay” shall mean the sum of (x) the highest annual base salary rate paid to
the Employee at any time during the three (3) year period immediately preceding the









 



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Employee’s termination of employment and (y) the highest annual bonus or service recognition
award paid or awarded to the Employee in respect of either (i) the three (3) years preceding an
Acceleration Event or (ii) the three (3) years preceding the Employee’s termination of employment,
including, among the bonuses and service recognition awards taken into account for this purpose,
any bonus or service recognition award paid or awarded by reason of an Acceleration Event, without
regard to whether such bonus or service recognition award is paid during such three year period or
after an Acceleration Event, divided by 52 weeks.



     “Good Reason” shall mean (i) without the Employee’s express written consent and excluding for
this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company or its affiliates within 30 days after receipt of notice thereof given by
the Employee, (A) a reduction in the Employee’s annual base compensation (whether or not deferred),
(B) the assignment to the Employee of any duties inconsistent in any material respect with the
Employee’s position (including status, offices, titles and reporting requirements), authority,
duties or responsibilities, or (C) any other action by the Company or its affiliates which results
in a material diminution in such position, authority, duties or responsibilities; (ii) without the
Employee’s express written consent, the Company’s requiring the Employee’s work location to be
other than within twenty-five (25) miles of the location where such Employee was principally
working immediately prior to the Acceleration Event; or (iii) any failure by the Company to obtain
the express written assumption of this Plan from any successor to the Company; provided
that “Good Reason” shall cease to exist for an event on the 90th day following the later
of its occurrence or the Employee’s knowledge thereof, unless the Employee has given the Company
notice thereof prior to such date.



     “Minimum Severance Period” shall mean (i) with respect to Employees with less than twenty (20)
years of service with the Company, twenty-six (26) weeks, (ii) with respect to Employees with
between twenty (20) and twenty-five (25) years of service with the Company, 52 weeks, (iii) with
respect to Employees with greater than twenty-five (25) years of service with the Company but less
than or equal to thirty (30) years of service with the Company, seventy-eight (78) weeks and
(iv) with respect to Employees with greater than thirty (30) years of service with the Company, one
hundred and four (104) weeks. For purposes hereof, “years of service” shall have the same meaning
as in the termination pay plans or policies at ITT Headquarters, White Plains, New York, as in
effect immediately preceding an Acceleration Event and shall be determined as of the date of the
Employee’s termination of employment with the Company.



     “Potential Acceleration Event” shall mean any execution of an agreement, the commencement of a
tender offer or any other transaction or event that if consummated would result in an Acceleration
Event.



4. Severance Benefits Upon Termination of Employment




     If an Employee’s employment with the Company is terminated due to a Qualifying Termination, he
or she shall receive the severance benefits set forth in Section 5 hereof (“Severance Benefits”).
For purposes hereof, (i) a “Qualifying Termination” shall mean a termination of an Employee’s
employment with the Company either (x) by the Company without Cause (A) within the two (2) year
period commencing on the date of the occurrence of an Acceleration Event or (B) prior to the
occurrence of an Acceleration Event and either









 



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(1) following the public announcement of the transaction or event which ultimately results in
such Acceleration Event or (2) at the request of a party to, or participant in, the transaction or
event which ultimately results in an Acceleration Event; or (y) by an Employee for Good Reason
within the two (2) year period commencing with the date of the occurrence of an Acceleration Event
and (ii) a determination by an Employee that he or she has “Good Reason” hereunder shall be final
and binding on the parties hereto unless the Company can establish by a preponderance of the
evidence that “Good Reason” does not exist.




5. Severance Benefits




     Severance Benefits for Employees:



     • Accrued Rights — The Employee’s base salary through the date of termination of
employment, any annual bonus earned but unpaid as of the date of termination for any previously
completed fiscal year, reimbursement for any unreimbursed business expenses properly incurred by
the Employee in accordance with Company policy prior to the date of the Employee’s termination of
employment and such employee benefits, if any, as to which the Employee may be entitled under the
employee benefit plans of the Company, including without limitation, the payment of any accrued or
unused vacation under the Company’s vacation policy.



     • Severance Pay — The number of weeks of the Employee’s Enhanced Severance Period times
the Employee’s Enhanced Week’s Pay, paid in the form described in Section 6 below.



     • Benefits



     - Continued health and life insurance benefits and perquisites (including, without
limitation, any Company-provided automobile and any tax or financial advisory services) for a
period equal to the Employee’s Enhanced Severance Period following the Employee’s termination of
employment at the same cost to the Employee, and at the same coverage levels, as provided to the
Employee (and the Employee’s eligible dependents) immediately prior to his or her termination of
employment.



     - Payment of a lump sum amount (“Pension Lump Sum Amount”) equal to the difference
between (i) the total lump sum value of the Employee’s pension benefit under the ITT Salaried
Retirement Plan and, as applicable, ITT Excess Pension Plan II or any successor plan;
provided that the benefits under such successor plan is no less favorable than the benefits
under the plans set forth herein (or corresponding pension arrangements (i) outside the United
States or (ii) as may be designated by an Authorized Officer or Designee) (“Pension Plans”) as of
the Employee’s termination of employment and (ii) the total lump sum value of the Employee’s
pension benefit under the Pension Plans after crediting to the Employee an additional two (2) years
of age and two (2) years of eligibility and benefit service and applying the highest annual base
salary rate and highest bonus or service recognition award determined above under “Enhanced Week’s
Pay” with respect to the additional period of service so credited for purposes of determining the
Final Average Compensation under the Pension Plans. The above total lump sum values shall be
determined in the manner provided in the Excess Pension Plans of the Company for determination of
lump sum benefits upon the occurrence of an Acceleration Event, as defined in said Plans. This
provision shall apply to any Employee having a pension benefit









 



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under any of the Pension Plans as of the Employee’s termination of employment. An example of
the calculation of benefits set forth in this paragraph is set forth on Schedule A.



     - Crediting of an additional two (2) years of age and an additional two (2) years of
eligibility service equal to the Employee’s Enhanced Severance Period for purposes of the Company’s
retiree health and retiree life insurance benefits. This provision shall apply to any Employees
covered under such benefits any time during the three (3) year period immediately preceding the
Employee’s termination of employment.



     - Payment of a lump sum amount (“Savings Plan Lump Sum Amount”) equal to the number of
weeks of the Employee’s Enhanced Severance Period times the following amount: the highest
annual base salary rate determined above under “Enhanced Week’s Pay”, divided by 52 weeks,
times the highest percentage rate of Company Contributions (not to exceed 31/2%) with respect to the
Employee under the ITT Investment and Savings Plan for Salaried Employees and/or the ITT Excess
Savings Plan (or corresponding savings plan arrangements (i) outside the United States or (ii) as
may be designated by an Authorized Officer of Designee) (“Savings Plans”) (including matching
contributions and floor contributions) at any time during the three (3) year period immediately
preceding the Employee’s termination of employment or the three (3) year period immediately
preceding the Acceleration Event. This provision shall apply to any Employee who is a member of
any of the Savings Plans at any time during such three (3) year period.



     • Outplacement  ̄ Outplacement services for one (1) year.



     With respect to the provision of benefits during the above period equal to the Employee’s
Enhanced Severance Period, if, for any reason at any time the Company is unable to treat the
Employee as being eligible for ongoing participation in any Company employee benefit plans in
existence immediately prior to the termination of employment of the Employee, and if, as a result
thereof, the Employee does not receive a benefit or receives a reduced benefit the Company shall
provide such benefits by making available equivalent benefits from other sources in a manner
consistent with Section 15 below.



6. Form of Payment of Severance Pay and Lump Sum Payments




     Severance Pay shall be paid in cash, in non-discounted equal periodic installment payments
corresponding to the frequency and duration of the severance payments that the Employee would have
been entitled to receive under the Normal Severance Period. The Pension Lump Sum Amount and the
Savings Plan Lump Sum Amount shall be paid in cash within thirty (30) calendar days after the date
the employment of the Employee terminates.



7. Termination of Employment — Other




     The Severance Benefits shall only be payable upon an Employee’s termination of employment due
to a Qualifying Termination; provided, that if, following the occurrence of an Acceleration
Event, an Employee is terminated due to the Employee’s death or disability (as defined in the
long-term disability plan in which the Employee is entitled to participate (whether or not the
Employee voluntarily participates in such plan)) and, at the time of such termination,









 



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the Employee had grounds to resign with Good Reason, such termination of employment shall be
deemed to be a Qualifying Termination.



8. Administration of Plan




     This Plan shall be administered by ITT, who shall have the exclusive right to interpret this
Plan, adopt any rules and regulations for carrying out this Plan as may be appropriate and decide
any and all matters arising under this Plan, including but not limited to the right to determine
appeals. Subject to applicable Federal and state law, all interpretations and decisions by ITT
shall be final, conclusive and binding on all parties affected thereby.



     Notwithstanding the preceding paragraph, following an Acceleration Event, any controversy or
claim arising out of or relating to this Plan, or the breach thereof, shall be settled by
arbitration administered by the American Arbitration Association under its Commercial Arbitration
Rules and the entire cost thereof shall be borne by the Company. The location of the arbitration
proceedings shall be reasonably acceptable to the Employee. Judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. The Company shall pay all
legal fees, costs of litigation, prejudgment interest, and other expenses which are incurred in
good faith by the Employee as a result of the Company’s refusal to provide any of the Severance
Benefits to which the Employee becomes entitled under this Plan, or as a result of the Company’s
(or any third party’s) contesting the validity, enforceability, or interpretation of this Plan, or
as a result of any conflict between the Employee and the Company pertaining to this Plan. The
Company shall pay such fees and expenses from the general assets of the Company.



9. Termination or Amendment




     ITT may terminate or amend this Plan (“Plan Change”) at any time except, that following the
occurrence of (i) an Acceleration Event or (ii) a Potential Acceleration Event, no Plan Change that
would adversely affect any Employee may be made without the prior written consent of such Employee
affected thereby; provided, however, that (ii) above shall cease to apply if such
Potential Acceleration Event does not result in the occurrence of an Acceleration Event.



10. Offset




     Any Severance Benefits provided to an Employee under this Plan shall be offset in a manner
consistent with Section 15 by reducing (x) any Severance Pay hereunder by any severance pay, salary
continuation pay, termination pay or similar pay or allowance and (y) any other Severance Benefits
hereunder by corresponding employee benefits, or outplacement services, which the Employee receives
or is entitled to receive, (i) pursuant to any other Company policy, practice program or
arrangement, (ii) pursuant to any Company employment agreement or other agreement with the Company,
or (iii) by virtue of any law, custom or practice excluding, however, any unemployment compensation
in the United States, unless the Employee voluntarily expressly waives (which the Employee shall
have the exclusive right to do) in writing any such respective entitlement.









 



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11. Excise Tax




     In the event that it shall be determined that any payment or distribution by the Company to or
for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant
to the terms of this Plan or otherwise, but determined without regard to any additional payments
required under this Section 11 such payments or distributions being referred to herein as
“Payments”) would give rise to liability of the Employee for the excise tax imposed by Section 4999
of the Internal Revenue Code, as amended (the “Code”), or that any interest or penalties are
incurred by the Employee with respect to such excise tax (such excise tax, together with any such
interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the
Employee shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount
such that after payment by the Employee of all Federal, state and local taxes (including any
interest or penalties imposed with respect to such taxes), including without limitation, any income
and employment taxes (and any interest and penalties imposed with respect to such taxes) and Excise
Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments.



     All determinations required to be made under this Section 11, including whether and when a
Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by a nationally recognized accounting
firm mutually agreed to by the Employee and the Company (the “Accounting Firm”) which shall provide
detailed supporting calculations both to the Company and the Employee within ten (10) business days
of the receipt of notice from the Employee that there has been a Payment, or such earlier time as
is requested by the Company; provided that for purposes of determining the amount of any
Gross-Up Payment, the Employee shall be deemed to pay federal income tax at the highest marginal
rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be
made and deemed to pay state and local income taxes at the highest effective rates applicable to
individuals in the state or locality of the Employee’s residence or place of employment, whichever
is higher, in the calendar year in which any such Gross-Up Payment is to be made. All fees and
expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as
determined pursuant to this Section 11, shall be paid by the Company to the Employee when due. If
the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall so indicate
to the Employee in writing. Any determination by the Accounting Firm shall be binding upon the
Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the
Code, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to
be due to (or on behalf of) the Employee was lower than the amount actually due (“Underpayment”).
In the event that the Company exhausts its remedies pursuant to this Section 11 and the Employee
thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by
the Company to or for the benefit of the Employee.



     The Employee shall notify the Company in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the Company of any Gross-Up Payment. Such
notification shall be given as soon as practicable but no later than ten business days after
Employee is informed in writing of such claim and shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid. Employee shall









 



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not pay such claim prior to the expiration of the thirty day period following the date on
which it gives such notice to the Company (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the Company notifies Employee in writing
prior to the expiration of such period that it desires to contest such claim, Employee shall
(i) give the Company any information reasonably requested by the Company relating to such claim,
(ii) take such action in connection with contesting such claim as the Company shall reasonably
request in writing from time to time, including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with
the Company in good faith in order to effectively contest such claim and (iv) permit the Company to
participate in any proceedings relating to such claim; provided, however, that the
Company shall bear and pay directly all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall indemnify and hold the Employee
harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties
with respect thereto) imposed as a result of such representation and payment of costs and expenses.
Without limitation on the foregoing provisions of this Section 11, the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may pursue or forego any
and all administrative appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim and may, at its sole option, either direct the Employee to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner, and the Employee
agrees to prosecute such contest to a determination before any administrative tribunal, in a court
of initial jurisdiction and in one or more appellate courts, as the Company shall determine;
provided, further, that if the Company directs the Employee to pay such claim and
sue for a refund, the Company shall advance the amount of such payment to the Employee, on an
interest-free basis, and shall indemnify and hold the Employee harmless, on an after-tax basis,
from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed
with respect to such advance or with respect to any imputed income with respect to such advance;
provided, further, that if the Employee is required to extend the statute of
limitations to enable the Company to contest such claim, the Employee may limit this extension
solely to such contested amount. The Company’s control of the contest shall be limited to issues
with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be
entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.



     If, after the receipt by the Employee of an amount paid or advanced by the Company pursuant to
this Section 11, the Employee becomes entitled to receive any refund with respect to a Gross-Up
Payment, the Employee shall (subject to the Company’s complying with the requirements of
Section 11) promptly pay to the Company the amount of such refund received (together with any
interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the
Employee of an amount advanced by the Company pursuant to Section 11, a determination is made that
the Employee shall not be entitled to any refund with respect to such claim and the Company does
not notify the Employee in writing of its intent to contest such denial of refund prior to the
expiration of thirty (30) days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of the Gross-Up Payment required to be paid.



     In the event the Gross-Up Payment shall fail to make the Employee whole on an after-tax basis,
whether by reason of either (i) an adjustment made by the Internal Revenue Service or









 



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state taxing authority or (ii) because the Employee’s actual effective tax rate was higher
than the rate used by the Accounting Firm as determined pursuant to Section 11 for the year in
which the Gross-Up Payment was made, the Gross-Up Payment shall be recalculated (“Recalculated
Gross-Up Payment”), using the Employee’s actual effective tax rate, once it is known for the
calendar year in which the Gross-Up Payment is made, and the Company shall reimburse the Employee
for the full amount of any amount by which the Recalculated Gross-Up Payment exceeds the Gross-Up
Payment (“Additional Gross-Up Payment”).



     The Gross-Up Payment and any Additional Gross-Up Payment shall be paid out of the general
assets of the Company. Any payments that the Company is required to pay to or on behalf of the
Employee pursuant to this Section 11 shall be paid to the Employee within the time periods
specified above; provided, however, that in no event shall such payments be made
later than the end of the calendar year following the calendar year during which the Employee
remits the corresponding Excise Tax payments to any taxing authority or incurs the corresponding
expenses.



12. Miscellaneous




     The Employee shall not be entitled to any notice of termination or pay in lieu thereof except
as included as part of Severance Pay as provided herein.



     Severance Benefits under this Plan are paid entirely by the Company from its general assets.



     This Plan is not a contract of employment, does not guarantee the Employee employment for any
specified period and does not limit the right of the Company to terminate the employment of the
Employee at any time.



     If an Employee should die while any amount is still payable to the Employee hereunder had the
Employee continued to live, all such amounts shall be paid in accordance with this Plan to the
Employee’s designated heirs or, in the absence of such designation, to the Employee’s estate.



     The numbered section headings contained in this Plan are included solely for convenience of
reference and shall not in any way affect the meaning of any provision of this Plan.



     If, for any reason, any one or more of the provisions or part of a provision contained in this
Plan shall be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision or part of a provision of this
Plan not held so invalid, illegal or unenforceable, and each other provision or part of a provision
shall to the full extent consistent with law remain in full force and effect.



     The Plan shall be governed by and construed in accordance with the laws of the State of New
York without regard to the conflicts of laws provisions thereof.



     The Plan shall be binding on all successors and assigns of the ITT and an Employee.









 



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13. Notices




          Any notice and all other communication provided for in this Plan shall be in writing and shall
be deemed to have been duly given when delivered by hand or overnight courier or three days after
it has been mailed by United States registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth below, or to such other address as either party may
have furnished to the other in writing in accordance herewith, except that notice of change of
address shall be effective only upon receipt.



If to the Company:



ITT Corporation

1133 Westchester Avenue

White Plains, New York 10604

Attention: General Counsel



If to Employee:




     To the most recent address of Employee set forth in the personnel records of ITT.



14. Adoption Date




     This Plan was initially adopted by ITT on April 15, 1997 (“Adoption Date”) and does not apply
to any termination of employment which occurred or which was communicated to the Employee prior to
the Adoption Date.



15. Section 409A




     This Plan is intended to comply with Section 409A of the Code and will be interpreted in a
manner intended to comply with Section 409A of the Code. Notwithstanding anything herein to the
contrary, (i) if at the time of the Employee’s termination of employment with the Company the
Employee is a “specified employee” as defined in Section 409A of the Code (and any related
regulations or other pronouncements thereunder) and the deferral of the commencement of any
payments or benefits otherwise payable hereunder as a result of such termination of employment is
necessary in order to prevent any accelerated or additional tax under Section 409A of the Code,
then the Company will defer the commencement of the payment of any such payments or benefits
hereunder (without any reduction in such payments or benefits ultimately paid or provided to the
Employee) until the date that is six months following the Employee’s termination of employment with
the Company (or the earliest date as is permitted under Section 409A of the Code), at which point
all payments deferred pursuant to this Section 15 shall be paid to the Employee in a lump sum and
(ii) if any other payments of money or other benefits due hereunder could cause the application of
an accelerated or additional tax under Section 409A of the Code, such payments or other benefits
shall be deferred if deferral will make such payment or other benefits compliant under Section 409A
of the Code, or otherwise such payment or other benefits shall be restructured, to the extent
possible, in a manner, determined by the Company, that does not cause such an accelerated or
additional tax. To the extent any reimbursements or in-kind benefits due under this Plan
constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or
in-kind benefits









 



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shall be paid in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each
payment made under this Plan shall be designated as a “separate payment” within the meaning of
Section 409A of the Code. The Company shall consult with Employees in good faith regarding the
implementation of the provisions of this section; provided that neither the Company nor any of its
employees or representatives shall have any liability to Employees with respect thereto.