Emerson Electric Co. Exhibit 10.6 to Form 8K





Exhibit 10.6




EMERSON ELECTRIC CO. 


	TO: 	  




	FROM: 	Compensation and Human Resources Committee (the “Committee”) 




	DATE: 	





	FILE: 	1997 Incentive Shares Plan (the “Plan”)





	RE: 	Award of Restricted Shares









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



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



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



                     
    2.       
          Specifically, the Shares shall not vest in you until the expiration of the
          Restriction Period and shall be wholly forfeited in the event of your
          resignation or discharge prior to such time; provided, however, in the event of
          any termination on account of death or any disability which in the determination
          of the Committee prevents 





     your continued employment by the Company (or a
          subsidiary), the award of shares will be prorated for your period of service
          during the Restriction Period and, provided you are not otherwise in default
          hereunder, you or your estate will receive such prorated number of Shares free
          of any restriction; provided further, however, in the event of a termination of
          your employment prior to the expiration of the Restriction Period, other than on
          account of your death or disability, the Committee, in its absolute discretion,
          may make such pro rata or other payment (or no payment) as it may determine. 



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



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



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



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



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





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



                     
    4.       
          You understand that this award is confidential and that the dissemination of any
          information concerning the fact of this award or of any information relating to
          this award to any person or persons within or without the Company (including its
          officers and any of your superiors or subordinates) would be, or might be,
          injurious to the interests of the Company. Accordingly, you agree that you will
          maintain in confidence and will reveal to no one the fact that you have received
          this award nor any information concerning this award, except as you may be
          required by law to make any such disclosure. You further agree that any breach
          of this agreement of confidentiality (before or after the Restriction Period)
          will constitute good cause for the termination of your employment by the Company
          (or a subsidiary, as the case my be). You further understand that if such breach
          occurs during the Restriction Period applicable to your Restricted Shares your
          right to such Shares may be forfeited by the Company forthwith. 



                     
    5.       
          By your acceptance of this award you agree that should your employment by
          Emerson Electric Co. or a subsidiary thereof terminate for any reason (either
          before or after the Restriction Period) you will not engage in any business
          activity competitive to any business activity of Emerson or its subsidiaries in
          which you were engaged while you were employed by Emerson or a subsidiary
          thereof, or solicit or hire





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     any Emerson employees. This restriction is
          applicable only in those geographic areas in which Emerson is then engaged in
          such business activity, and shall continue for a period of two (2) years after
          termination of your employment. 



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



                     
    7.       
          This Agreement shall be executed and delivered by you in the City or County of
          St. Louis, Missouri and shall be governed by Missouri law. 



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



                     
              (i)       
          The receipt of this award does not constitute taxable income to you. Any cash
          dividends which are paid to you on the Restricted Shares will constitute taxable
          income to you when received. At such time as the restrictions on the Shares are
          released or satisfied and your right to the Shares becomes non-forfeitable you
          will have taxable income in an amount equal to the then fair market value of the
          Shares. 



                     
              (ii)       
          If you are a director or officer of the Company subject to the requirement of
          filing reports under Section 16(a) of the Securities Exchange Act of 1934 upon
          changes in your beneficial ownership of shares of the Company’s Common
          Stock, you may report the award of Restricted Shares on Form 5, Annual Statement
          of Changes in Beneficial Ownership, after the end of the Company’s fiscal
          year or on Form 4, Statement of Changes in Beneficial Ownership, for the month
          in which the award was received. 






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





	  	
 
	  	For the Committee 






Acknowledgment 



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



                
    Dated _______________________, --------- 





	  	
 
	  	Awardee 









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