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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: NOVEMBER 16, 2005
(Date of earliest event reported)
IDEX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-10235 36-3555336
(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
630 DUNDEE ROAD
NORTHBROOK, ILLINOIS 60062
(Address of principal executive offices, including zip code)
(847) 498-7070
(Registrant's telephone number, including area code)
Check the appropriate box if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 - Entry into a Material Definitive Agreement
Amendment to Supplemental Executive Retirement Plan ("SERP") and Deferred
Compensation Plans
On November 16, 2005 the Compensation Committee of the Board of
Directors of IDEX Corporation (the "Company") took action to amend the Company's
Supplemental Executive Retirement Plan ("SERP"), 1996 Deferred Compensation Plan
for Officers ("Officers Deferred Compensation Plan") and Directors Deferred
Compensation Plan ("Directors Deferred Compensation Plan") as follows:
SERP - Effective January 1, 2006 the SERP will be amended as follows:
o Participation in the SERP will be limited to officers of the Company
and certain key employees as designated by the Compensation Committee
of the Board of Directors. The SERP currently provides for
participation by all employees who earned more than the dollar
limitation on compensation applicable under IRS rules applicable to
tax qualified plans (the "Qualified Plan Limit").
o Allow participants to elect the form of their benefit from the SERP in
either a lump sum or five year certain annuity; provided, however, any
participant with a benefit at termination with a present value of less
than $20,000 will be paid in a lump sum. The SERP currently provides
only for payment in a lump sum.
o On the defined contribution benefit under the SERP, participant's
accounts will be credited with interest based on the Moody's Corporate
Bond Rate. Participant's accounts currently are credited with interest
equal to the rate on U.S. Government Securities Treasury Constant
Maturities with 10 year maturities as of December 1st of the preceding
calendar year plus 200 basis points.
o Participants who receive a defined contribution SERP benefit will be
eligible for an annual Company contribution which mirrors the Company
match under the Company's tax qualified Employee Savings Plan and
equals 4% of the participant's compensation over the Qualified Plan
Limit in addition to the current contributions under the defined
contribution portion of the SERP which range from 3.5% to 5% based on
an age and service formula.
Officers Deferred Compensation Plan and Directors Deferred Compensation
Plan - Effective January 1, 2006 the SERP will be amended as follows:
o To allow participants to elect deferrals of compensation until
termination of employment/service as a director, or five or ten years
following the year in which the compensation/fees would otherwise be
paid absent such election. Distributions will commence on the January 1
of the year following the year for which distribution elections are
made. However, if required by Section 409A of the Internal Revenue Code
distributions under the Officers Deferred Compensation Plan made on
account of termination of employment will not commence sooner than six
months following the participant's termination.
o Participant will be allowed to elect distributions in the form of lump
sums or in installments over five years.
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o If elected to be invested in the interest bearing account,
Participant's accounts are currently credited with interest equal to
the rate on U.S. Government Securities Treasury Constant Maturities
with 10 year maturities as of December 1st of the preceding calendar
year plus 200 basis points. Beginning in 2006, participant's accounts
will be credited with interest based on the Moody's Corporate Bond
Rate.
Entry into Executive Long-Term Disability Benefit Plan
On November 16, 2005 the Company adopted an executive long term
disability program (the "Executive LTD Program") for corporate officers and
certain key employees as designated by the Compensation Committee of the Board
of Directors. Under the Executive LTD Program, participants will receive
supplemental disability benefits above those provided under the Company's group
long term disability plan applicable to all employees. The Company's general
group long term disability plan provides a benefit of 60% of base salary up to
$10,000 per month or $120,000 per year on a maximum annual base salary of
$200,000. The Executive LTD Program will provide benefits equal to 60% of annual
base salary between $200,000 and $260,000 or an additional $3,000 per month
benefit. In addition, the Executive LTD Program will provide for a catastrophic
benefit of an additional $3,000 per month payable to age 65. Mr. Kingsley, will
receive an additional benefit to provide him a total benefit of 60% of his
current base salary ($600,000) for an annual benefit of $360,000. Mr. Kingsley's
benefit is a set dollar amount and will not increase as his base salary
increases. Participants will pay the premiums on the Executive LTD Program on an
after-tax basis. The Company will provide a year end allowance equal to the
premium costs of the Executive LTD Program and a gross-up to the participants on
the taxes associated with such year end allowance. The estimated cost of the
premiums and the tax gross-up for all participants will be approximately $45,000
each year.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 22, 2005
IDEX CORPORATION
By: /s/ Dominic A. Romeo
Name: Dominic A. Romeo
Title: Vice President and
Chief Financial Officer
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