Delaware | 36-1063330 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
1415 West 22nd Street,
Oak Brook, Illinois |
60523
(Zip Code) |
|
(Address of principal executive offices) |
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock, par value $1.00 per share,
with preferred share purchase rights |
New York Stock Exchange |
Large accelerated
filer
þ
|
Accelerated filer o |
Non-accelerated
filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
58
68
69
Item 1.
Business.
1
Table of Contents
2
Table of Contents
3
Table of Contents
Item 1A.
Risk
Factors.
4
Table of Contents
5
Table of Contents
6
Table of Contents
Item 1B.
Unresolved
Staff Comments.
Item 2.
Properties.
Item 3.
Legal
Proceedings.
7
Table of Contents
Item 4.
Submission
of Matters to a Vote of Security Holders.
Item 4A.
Executive
Officers.
Item 5.
Market
for Companys Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
(a)
Market
Information
8
Table of Contents
12/03
12/04
12/05
12/06
12/07
12/08
100.00
103.05
88.90
96.44
68.63
51.29
100.00
118.33
123.72
146.44
144.15
95.44
100.00
116.48
131.11
144.64
156.18
99.59
100.00
118.03
120.78
136.83
153.29
92.09
9
Table of Contents
Item 6.
Selected
Financial Data.
2008
2007
2006
2005
2004
$
958.8
$
934.3
$
792.7
$
697.0
$
610.0
26.3
53.6
40.0
38.2
23.9
31.3
39.7
31.2
39.7
19.3
5.8
%
8.0
%
7.5
%
7.6
%
6.1
%
(26.2
)%
13.2
%
6.0
%
(1.2
)%
(0.6
)%
$
0.66
$
0.83
$
0.65
$
0.82
$
0.40
0.24
0.24
0.24
0.24
0.40
$
17.50
$
17.00
$
19.75
$
17.95
$
20.56
5.10
10.82
12.69
13.80
15.75
47.7
47.9
48.0
48.2
48.1
$
158.9
$
95.4
$
51.0
$
61.4
$
48.4
1.9
1.4
1.2
1.3
1.3
834.0
1,169.6
1,050.9
1,119.5
1,132.4
241.2
240.7
160.3
203.7
215.7
284.5
445.3
386.4
376.3
412.7
49.5
%
39.3
%
36.8
%
42.0
%
36.2
%
46.3
%
38.3
%
35.1
%
32.9
%
34.7
%
$
940.4
$
998.2
$
855.9
$
694.6
$
685.6
301.1
331.7
249.4
178.2
192.4
123.7
65.4
29.7
70.6
52.5
54.6
(106.6
)
(19.3
)
(0.7
)
34.1
(166.7
)
36.8
(83.0
)
7.1
(81.7
)
28.5
20.1
12.2
8.1
9.5
15.5
14.1
9.5
9.6
7.8
3,317
3,495
3,192
3,002
2,819
(a)
continuing operations only, prior year amounts have been
reclassified for discontinued operations as discussed in
Note 12 to the financial statements
(b)
working capital: current assets less current liabilities;
current ratio: current assets divided by current liabilities
(c)
total debt divided by the sum of total debt plus equity
(d)
net debt to capitalization ratio: debt less cash and cash
equivalents and short-term investments divided by equity plus
debt less cash and cash equivalents and short-term investments
10
Table of Contents
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
2008
2007
2006
$
940.4
$
998.2
$
855.9
(5.8
)%
16.6
%
(12.2
)%
5.4
%
(8.2
)%
13.5
%
0.3
%
28.6
%
11
Table of Contents
2008
2007
2006
$
958.8
$
934.3
$
792.7
(706.9
)
(685.9
)
(576.5
)
251.9
248.4
216.2
(193.7
)
(173.2
)
(157.1
)
(2.7
)
55.5
75.2
59.1
(15.3
)
(18.5
)
(17.0
)
(13.0
)
(3.3
)
(1.9
)
(0.9
)
0.2
(0.2
)
5.0
(13.9
)
(8.8
)
31.3
39.7
31.2
(126.9
)
15.2
(8.5
)
$
(95.6
)
$
54.9
$
22.7
5.8
%
8.0
%
7.5
%
$
0.66
$
0.83
$
0.65
12
Table of Contents
13
Table of Contents
2008
2007
2006
$
367.1
$
367.5
$
305.5
202.5
216.3
184.9
164.6
151.2
120.6
371.8
367.2
304.5
40.3
49.6
41.2
10.8
%
13.5
%
13.5
%
2008
2007
2006
$
162.3
$
174.1
$
115.0
6.5
1.7
2.7
155.8
172.4
112.3
145.5
117.9
90.7
10.4
7.9
5.6
7.1
%
6.7
%
6.2
%
14
Table of Contents
2008
2007
2006
$
411.0
$
456.6
$
435.4
297.8
347.6
331.8
113.2
109.0
103.6
441.5
449.2
397.5
35.5
38.8
35.3
8.0
%
8.6
%
8.9
%
15
Table of Contents
2008
2007
2006
$
123.7
$
65.4
$
29.7
38.0
0.6
0.2
(28.5
)
(20.1
)
(12.2
)
(147.5
)
65.9
65.4
(20.1
)
59.6
(50.7
)
(11.5
)
(11.5
)
(11.5
)
(6.0
)
(12.1
)
(129.3
)
(11.7
)
(9.8
)
(21.3
)
(3.5
)
(4.0
)
$
10.9
$
(3.3
)
$
(70.4
)
16
Table of Contents
17
Table of Contents
Payments Due by Period
Less than
More than
Total
1 Year
2-3 Years
4-5 Years
5 Years
$
12.6
$
12.6
$
$
$
270.4
25.1
70.3
175.0
74.9
9.9
14.0
10.2
40.8
2.1
0.4
1.7
24.0
8.5
11.5
4.0
$
384.0
$
56.5
$
97.5
$
189.2
$
40.8
*
Long term debt includes financial service borrowings which is
reported in discontinued operations.
18
Table of Contents
Notional Amount by Expiration Period
Less than
2-3
4-5
Total
1 Year
Years
Years
$
31.6
$
31.4
$
$
0.2
2.4
2.4
2.8
2.8
1.6
1.6
$
38.4
$
38.2
$
$
0.2
19
Table of Contents
20
Table of Contents
Assumption Change:
25 Basis
25 Basis
Point Increase
Point Decrease
0.5
(0.5
)
0.3
(0.3
)
(0.1
)
0.1
21
Table of Contents
Expected Maturity Date
Fair
2009
2010
2011
2012
Thereafter
Total
Value
$
25.1
$
25.1
$
25.2
$
68.0
$
$
143.4
$
146.7
5.7
%
5.6
%
5.5
%
5.2
%
5.5
%
$
$
20.0
$
$
97.0
$
10.0
$
127.0
$
127.0
4.2
%
4.0
%
4.9
%
4.1
%
Expected Maturity Date
Fair
2009
2010
2011
2012
Thereafter
Total
Value
$
15.0
$
35.0
$
10.0
$
$
$
60.0
$
(2.7
)
6.8
%
5.8
%
8.3
%
1.5
%
1.6
%
1.6
%
$
10.0
$
10.0
$
10.0
$
20.0
$
$
50.0
$
1.7
5.3
%
5.4
%
5.4
%
3.3
%
6.8
%
6.8
%
6.8
%
5.2
%
22
Table of Contents
Expected
Settlement Date
2009
Average
Notional
Contract
Fair
Amount
Rate
Value
$
11.6
1.5
$
(0.5
)
19.7
1.7
11.9
(1.5
)
5.4
(1.0
)
48.6
(1.3
)
10.6
1.5
1.6
$
59.2
$
0.3
Item 7A.
Quantitative
and Qualitative Disclosures About Market Risk.
Item 8.
Financial
Statements and Supplementary Data.
23
Page
25
27
28
29
30
31
24
Table of Contents
25
Table of Contents
26
Table of Contents
December 31,
2008
2007
($ in millions)
$
23.4
$
12.5
10.0
153.2
147.8
137.1
121.8
21.6
28.6
345.3
310.7
65.4
59.5
328.1
344.7
47.8
65.2
30.3
1.8
4.4
5.4
821.3
787.3
12.7
382.3
$
834.0
$
1,169.6
$
12.6
$
2.6
25.1
45.4
56.4
66.2
25.1
26.8
17.4
17.7
49.8
56.6
186.4
215.3
241.2
240.7
58.0
12.6
26.2
13.3
19.7
25.2
525.1
513.5
24.4
210.8
549.5
724.3
49.3
49.4
106.4
103.2
226.4
333.8
(36.1
)
(30.1
)
(4.1
)
15.9
(0.9
)
(2.0
)
(56.5
)
(24.9
)
(61.5
)
(11.0
)
284.5
445.3
$
834.0
$
1,169.6
27
Table of Contents
For the Years Ended December 31,
2008
2007
2006
($ in millions, except per share data)
$
958.8
$
934.3
$
792.7
706.9
685.9
576.5
193.7
173.2
157.1
2.7
55.5
75.2
59.1
15.3
18.5
17.0
13.0
3.3
1.9
0.9
(0.2
)
0.2
26.3
53.6
40.0
5.0
(13.9
)
(8.8
)
31.3
39.7
31.2
(126.9
)
15.2
(8.5
)
$
(95.6
)
$
54.9
$
22.7
$
0.66
$
0.83
$
0.65
(2.67
)
0.32
(0.18
)
$
(2.01
)
$
1.15
$
0.47
28
Table of Contents
Common
Capital in
Accumulated
Stock
Excess of
Deferred
Other
Par
Par
Retained
Treasury
Stock
Comprehensive
Value
Value
Earnings
Stock
Awards
Loss
Total
($ in millions)
48.8
98.2
278.9
(18.1
)
(4.8
)
(26.7
)
376.3
22.7
22.7
10.0
10.0
(2.2
)
(2.2
)
4.0
4.0
34.5
(8.2
)
(8.2
)
(11.5
)
(11.5
)
(4.8
)
4.8
0.5
0.5
0.3
0.3
0.3
5.5
5.8
(12.1
)
(12.1
)
0.1
0.6
0.1
0.8
$
49.1
$
99.8
$
290.7
$
(30.1
)
$
$
(23.1
)
$
386.4
54.9
54.9
11.7
11.7
(2.0
)
(2.0
)
1.9
1.9
66.5
(0.7
)
(0.7
)
0.4
0.5
0.9
(11.5
)
(11.5
)
0.3
3.2
3.5
0.2
0.2
$
49.4
$
103.2
$
333.8
$
(30.1
)
$
$
(11.0
)
$
445.3
(95.6
)
(95.6
)
(20.0
)
(20.0
)
1.1
1.1
(31.6
)
(31.6
)
(146.1
)
(0.3
)
(0.3
)
(11.5
)
(11.5
)
2.9
2.9
0.6
0.6
(0.1
)
(0.3
)
(0.4
)
(6.0
)
(6.0
)
$
49.3
$
106.4
$
226.4
$
(36.1
)
$
$
(61.5
)
$
284.5
29
Table of Contents
For the Years Ended
December 31,
2008
2007
2006
($ in millions)
$
(95.6
)
$
54.9
$
22.7
126.9
(15.2
)
8.5
13.0
3.3
1.9
15.5
14.1
9.5
2.9
3.5
5.8
7.2
0.7
0.8
(14.6
)
5.4
(2.0
)
(16.2
)
3.5
(29.9
)
(17.6
)
(18.5
)
(20.6
)
1.8
(0.6
)
(1.6
)
(8.1
)
(2.5
)
12.2
3.6
1.7
(2.7
)
0.4
1.4
(8.0
)
(2.6
)
(1.3
)
(11.5
)
(6.7
)
(11.3
)
4.5
(1.0
)
(0.4
)
(2.5
)
42.3
(2.6
)
126.2
23.1
32.3
123.7
65.4
29.7
(28.5
)
(20.1
)
(12.2
)
38.0
0.6
0.2
(1.9
)
(147.5
)
(10.1
)
(1.7
)
(0.6
)
(168.7
)
(13.9
)
55.2
62.1
(5.4
)
54.6
(106.6
)
(19.3
)
0.6
(28.3
)
23.7
148.8
230.1
23.6
(169.5
)
(142.2
)
(98.0
)
(6.0
)
(12.1
)
(11.5
)
(11.5
)
(11.5
)
0.2
0.4
1.1
(37.4
)
48.5
(73.2
)
(129.3
)
(11.7
)
(9.8
)
(166.7
)
36.8
(83.0
)
(0.7
)
1.1
2.2
10.9
(3.3
)
(70.4
)
12.5
15.8
86.2
$
23.4
$
12.5
$
15.8
30
Table of Contents
31
Table of Contents
32
Table of Contents
33
Table of Contents
34
Table of Contents
2008
2007
$
67.0
$
62.3
34.1
26.4
36.0
33.1
$
137.1
$
121.8
2008
2007
$
1.4
$
3.6
20.7
31.9
141.3
126.4
(98.0
)
(102.4
)
$
65.4
$
59.5
2008
2007
$
$
1.8
9.4
3.2
0.8
$
12.6
$
2.6
35
Table of Contents
2008
2007
$
30.0
$
40.0
10.0
21.4
28.6
32.0
40.0
60.0
60.0
30.0
50.0
96.6
10.1
32.6
86.9
66.0
270.4
423.8
1.1
(1.0
)
0.6
0.7
272.1
423.5
(25.1
)
(45.4
)
(5.8
)
(137.4
)
$
241.2
$
240.7
36
Table of Contents
2008
2007
2006
$
3.3
$
2.6
$
6.1
5.8
6.0
4.6
0.5
(0.1
)
0.1
9.6
8.5
10.8
(14.9
)
4.9
(2.8
)
0.4
(0.1
)
0.2
(0.1
)
0.6
0.6
(14.6
)
5.4
(2.0
)
$
(5.0
)
$
13.9
$
8.8
37
Table of Contents
2008
2007
2006
35.0
%
35.0
%
35.0
%
2.1
2.5
1.5
(12.2
)
(2.8
)
(31.5
)
(2.6
)
0.4
1.5
(4.4
)
(2.2
)
(1.0
)
(1.1
)
(9.8
)
(4.3
)
(3.9
)
(1.2
)
(0.9
)
(2.7
)
(0.8
)
(1.1
)
(1.5
)
(19.0
)%
25.9
%
22.1
%
2008
2007
$
19.5
$
12.8
61.8
40.8
31.2
6.4
3.0
0.1
115.5
60.1
(33.9
)
(15.9
)
81.6
44.2
(38.0
)
(51.8
)
(0.6
)
(0.8
)
(9.9
)
(6.4
)
(1.0
)
(0.7
)
(49.5
)
(59.7
)
$
32.1
$
(15.5
)
38
Table of Contents
2008
2007
$
1.8
$
9.8
30.3
(25.3
)
$
32.1
$
(15.5
)
2008
2007
2006
$
1.4
$
31.4
$
23.0
24.9
22.2
17.1
$
26.3
$
53.6
$
40.1
39
Table of Contents
$
6.2
1.8
0.6
(0.2
)
(0.1
)
$
8.3
0.8
(0.9
)
(0.7
)
(2.5
)
$
5.0
40
Table of Contents
U.S. Benefit Plans
Non-U.S. Benefit Plan
2008
2007
2006
2008
2007
2006
$
0.9
$
1.8
$
4.3
$
0.2
$
0.2
$
0.2
8.7
8.8
8.6
3.3
3.1
2.7
(10.8
)
(10.9
)
(9.9
)
(4.0
)
(4.2
)
(3.8
)
0.6
1.6
1.4
0.5
0.6
0.6
0.1
0.4
1.3
5.9
5.7
1.3
5.8
(0.3
)
(0.3
)
0.2
0.2
0.3
$
5.9
$
1.5
$
6.1
$
$
(0.3
)
$
(0.3
)
41
Table of Contents
U.S. Benefit Plans
Non-U.S. Benefit Plan
2008
2007
2006
2008
2007
2006
6.8
%
6.0
%
6.1
%
5.9
%
5.8
%
5.2
%
3.5
%
3.5
%
3.5
%
N/A
*
N/A
*
NA
*
8.5
%
8.5
%
8.5
%
6.6
%
6.9
%
7.0
%
*
Non-U.S.
plan benefits are not adjusted for compensation level changes
U.S. Benefit Plans
Non-U.S. Benefit Plan
2008
2007
2008
2007
$
142.5
$
143.2
$
61.3
$
59.0
0.9
1.8
0.2
0.2
8.7
8.8
3.3
3.1
(1.9
)
(6.4
)
(3.4
)
2.1
(21.2
)
(4.9
)
(3.0
)
(3.9
)
(2.0
)
2.7
(15.8
)
0.8
$
129.7
$
142.5
$
42.6
$
61.3
$
125.2
$
129.8
$
42.6
$
61.3
U.S. Benefit Plans
Non-U.S. Benefit Plan
2008
2007
2008
2007
6.5
%
6.45
%
5.9
%
5.8
%
3.5
%
3.5
%
N/A
N/A
U.S. Benefit Plans
Non-U.S. Benefit Plan
2008
2007
2008
2007
$
132.9
$
125.0
$
63.3
$
58.7
(42.6
)
7.8
(8.2
)
5.7
10.0
5.0
1.6
1.7
(21.2
)
(4.9
)
(2.9
)
(3.9
)
(14.9
)
1.1
$
79.1
$
132.9
$
38.9
$
63.3
42
Table of Contents
U.S. Benefit Plans
Non-U.S. Benefit Plan
Percentage of
Percentage of
Target
Plan Assets as of
Target
Plan Assets as of
Percent
December 31
Percent
December 31,
2009
2008
2007
2009
2008
2007
60-85
%
72
%
74
%
50-70
%
52
%
60
%
10-30
%
14
%
16
%
30-50
%
36
%
30
%
0-15
%
14
%
10
%
12
%
10
%
100
%
100
%
100
%
100
%
U.S. Benefit Plans
Non-U.S. Benefit Plan
2008
2007
2008
2007
$
79.1
$
132.9
$
38.9
$
63.3
129.7
142.5
42.6
61.3
$
(50.6
)
$
(9.6
)
$
(3.7
)
$
2.0
U.S. Benefit Plans
Non-U.S. Benefit Plan
2008
2007
2008
2007
$
(50.6
)
$
(9.6
)
$
(3.7
)
$
N/A
N/A
N/A
2.0
71.4
26.1
16.0
13.2
$
20.8
$
16.5
$
12.3
$
15.2
43
Table of Contents
U.S. Benefit Plans
Non-U.S. Benefit Plan
2008
2007
2008
2007
$
71.4
$
25.7
$
16.0
$
13.2
0.4
$
71.4
$
26.1
$
16.0
$
13.2
U.S. Benefit
Non-U.S.
Plans
Benefit Plan
$
6.1
$
2.1
6.6
2.2
7.0
2.3
7.3
2.4
7.9
2.5
46.2
13.9
44
Table of Contents
Fair Value Swaps
Cash Flow Swaps
2008
2007
2008
2007
$
50.0
$
138.7
$
60.0
$
135.0
1.7
(1.3
)
(2.7
)
(0.9
)
4.9
%
7.7
%
6.5
%
6.0
%
6.2
%
6.8
%
3.6
%
6.1
%
45
Table of Contents
2008
2007
Notional
Fair
Notional
Fair
Amount
Value
Amount
Value
$
48.6
$
(1.3
)
$
55.9
$
(3.2
)
10.6
1.6
10.3
$
59.2
$
0.3
$
66.2
$
(3.2
)
Fair Value Measurements at December 31, 2008
Quoted Prices in Active
Significant Other
Significant
Markets for Identical
Observable Inputs
Unobservable Inputs
Assets (Level 1)
(Level 2)
(Level 3)
$
4.4
$
$
4.4
$
10.0
10.0
Fair Value Measurements at December 31, 2008
Quoted Prices in Active
Significant Other
Significant
Markets for Identical
Observable Inputs
Unobservable Inputs
Total
Assets (Level 1)
(Level 2)
(Level 3)
$
(5.1
)
$
$
(5.1
)
$
46
Table of Contents
2008
2007
2006
1.7
%
1.7
%
1.3
%
33
%
31
%
30
%
3.2
%
4.4
%
4.6
%
6.4
7
7
Option Shares
Weighted Average Exercise Price
2008
2007
2006
2008
2007
2006
(In millions)
2.4
2.6
2.7
$
17.47
$
18.15
$
19.15
0.6
0.5
0.6
11.13
15.69
16.93
(0.7
)
(0.6
)
(0.7
)
16.00
19.67
21.26
(0.1
)
15.06
16.23
2.3
2.4
2.6
$
16.20
$
17.47
$
18.15
1.6
1.5
1.7
$
17.68
$
18.28
$
18.84
Options Outstanding
Options Exercisable
Weighted
Weighted
Weighted
Average
Average
Average
Exercise
Exercise
Shares
Remaining Life
Price
Shares
Price
(in millions)
(in years)
(in millions)
0.4
9.2
$
10.56
$
0.2
7.5
13.86
0.1
13.26
1.0
4.2
16.15
0.8
16.12
0.5
2.2
19.31
0.5
19.33
0.2
1.4
22.63
0.2
22.63
2.3
4.7
$
16.20
1.6
$
17.68
47
Table of Contents
Number of
Weighted Average
(shares in millions)
Restricted Shares
Price per Share
0.8
$
16.28
0.4
10.95
(0.2
)
15.23
(0.4
)
15.55
0.6
$
13.86
48
Table of Contents
49
Table of Contents
($ in million)
$
75.5
20.5
6.0
26.1
0.8
5.7
(15.1
)
6.9
$
126.4
Year Ended December 31
2007
2006
($ in millions)
$
948.2
$
819.1
39.4
32.9
54.6
24.4
$
0.82
$
0.68
50
Table of Contents
Environmental
Fire
Safety
Solutions
Rescue
Security
Total
$
126.2
$
32.4
$
90.0
$
248.6
90.5
90.5
0.5
3.1
2.0
5.6
126.7
35.5
182.5
344.7
0.3
0.3
(0.2
)
(2.5
)
(14.2
)
(16.9
)
$
126.5
$
33.0
$
168.6
$
328.1
2008
2007
Weighted-
Average
Gross
Net
Gross
Net
Useful Life
Carrying
Accumulated
Carrying
Carrying
Accumulated
Carrying
(Years)
Value
Amortization
Value
Value
Amortization
Value
6
$
24.6
$
(14.1
)
$
10.5
$
24.2
$
(10.9
)
$
13.3
5-10
0.6
(0.4
)
0.2
0.6
(0.4
)
0.2
5-10
15.0
(2.3
)
12.7
20.1
(0.9
)
19.2
10
4.5
(0.6
)
3.9
5.9
(0.3
)
5.6
3
1.8
(0.8
)
1.0
1.8
(0.5
)
1.3
46.5
(18.2
)
28.3
52.6
(13.0
)
39.6
19.5
19.5
25.6
25.6
$
66.0
$
(18.2
)
$
47.8
$
78.2
$
(13.0
)
$
65.2
51
Table of Contents
E-ONE (Fire Rescue Segment)
2008
2007
2006
$
157.1
$
201.3
$
278.5
(168.2
)
(226.9
)
(283.6
)
(11.1
)
(25.6
)
(5.1
)
4.9
10.4
1.1
$
(6.2
)
$
(15.2
)
$
(4.0
)
Die and Mold Operations (Tool Segment)
2008
2007
2006
$
39.7
$
119.3
$
122.9
(39.2
)
(112.5
)
(114.6
)
0.5
6.8
8.3
(0.7
)
(3.0
)
(2.9
)
$
(0.2
)
$
3.8
$
5.4
Refuse and Cutting Tool Operations (ESG and Tool Segments)
2008
2007
2006
$
$
3.0
$
83.9
(2.8
)
(86.0
)
0.2
(2.1
)
1.9
(0.1
)
0.1
$
1.9
$
0.1
$
(2.0
)
Financial Services
2008
2007
2006
$
4.3
$
7.4
$
8.2
(5.7
)
(8.2
)
(8.7
)
(1.4
)
(0.8
)
(0.5
)
1.7
2.2
2.3
$
0.3
$
1.4
$
1.8
52
Table of Contents
53
Table of Contents
2008
2007
($ in millions)
$
6.9
$
133.0
0.2
38.1
64.4
5.6
146.8
$
12.7
$
382.3
6.1
46.5
13.1
26.9
5.2
137.4
$
24.4
$
210.8
Pre-Tax
Restructuring
Estimate of
Charges in 2008
Total Charges
$
1.8
$
1.8
0.3
0.3
0.6
0.6
$
2.7
$
2.7
Severance
Other
Total
$
$
$
2.1
0.6
2.7
(0.1
)
(0.1
)
$
2.0
$
0.6
$
2.6
54
Table of Contents
55
Table of Contents
56
Table of Contents
2008
2007
2006
$
371.8
$
367.2
$
304.5
145.5
117.9
90.7
441.5
449.2
397.5
$
958.8
$
934.3
$
792.7
$
40.3
$
49.6
$
41.2
10.4
7.9
5.6
35.5
38.8
35.3
(30.7
)
(21.1
)
(23.0
)
55.5
75.2
59.1
(15.3
)
(18.5
)
(17.0
)
(13.0
)
(3.3
)
(1.9
)
(0.9
)
0.2
(0.2
)
$
26.3
$
53.6
$
40.0
$
9.3
$
8.3
$
4.9
1.4
1.3
1.1
4.2
3.9
3.1
0.6
0.6
0.4
$
15.5
$
14.1
$
9.5
2008
2007
$
334.7
$
387.3
141.0
118.3
277.8
251.7
67.8
30.0
821.3
787.3
12.7
382.3
$
834.0
$
1,169.6
57
Table of Contents
2008
2007
2006
$
4.7
$
4.6
$
4.2
8.5
4.6
1.4
14.5
10.2
5.4
0.8
0.7
1.2
$
28.5
$
20.1
$
12.2
2008
2007
2006
$
545.9
$
557.6
$
481.9
379.8
337.0
271.0
33.1
39.7
39.8
$
958.8
$
934.3
$
792.7
$
276.1
$
226.8
180.5
228.8
13.5
16.7
5.9
4.3
$
476.0
$
476.6
Table of Contents
2008
2007
$
5.9
$
5.2
9.2
8.2
(8.7
)
(7.5
)
$
6.4
$
5.9
2008
2007
Notional
Fair
Notional
Fair
Amount
Value
Amount
Value
$
12.6
$
12.6
$
2.6
$
2.6
270.4
273.7
423.8
427.5
50.0
1.7
138.7
(1.3
)
60.0
(2.7
)
135.0
(0.9
)
59.2
0.3
66.2
(3.2
)
*
Long term debt includes financial service borrowings for all
periods presented, which is included in discontinued operations.
59
Table of Contents
60
Table of Contents
For the Quarterly Period Ended
2008
2007
March 29
June 28
September 27
December 31
March 31
June 30
September 29
December 31
$
226.4
$
252.9
$
225.6
$
253.8
$
211.1
$
241.3
$
226.8
$
255.1
58.2
66.4
58.0
69.2
53.7
65.1
62.4
67.2
4.1
7.7
14.6
4.9
7.2
11.7
9.8
11.0
(2.6
)
0.6
(1.5
)
(0.7
)
(1.0
)
(0.8
)
(5.0
)
(3.2
)
(86.4
)
(21.7
)
1.1
(15.7
)
24.5
0.2
(0.2
)
0.7
(84.9
)
(13.4
)
14.2
(11.5
)
30.7
11.1
4.6
8.5
$
0.09
$
0.16
$
0.31
$
0.10
$
0.15
$
0.25
$
0.21
$
0.23
(1.86
)
(0.44
)
(0.01
)
(0.34
)
0.49
(0.02
)
(0.12
)
(0.05
)
(1.77
)
(0.28
)
0.30
(0.24
)
0.64
0.23
0.09
0.18
0.06
0.06
0.06
0.06
0.06
0.06
0.06
0.06
14.37
14.70
17.50
13.48
17.00
16.78
16.48
17.00
9.10
11.53
10.91
5.10
14.29
15.19
12.71
10.82
61
Table of Contents
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Item 9A.
Controls
and Procedures.
(a)
Evaluation
of Disclosure Controls and Procedures
(b)
Managements
Annual Report on Internal Control over Financial Reporting and
Attestation Report of the Registered Public Accounting
Firm
(c)
Changes
in Internal Control over Financial Reporting
Item 9B.
Other
Information.
Item 10.
Directors,
Executive Officers and Corporate Governance.
62
Table of Contents
Item 11.
Executive
Compensation.
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence.
Item 14.
Principal
Accountant Fees and Services.
Item 15.
Exhibits
and Financial Statement Schedules.
63
Table of Contents
By:
64
Table of Contents
President and Chief Executive Officer
(Principal Executive Officer)
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Vice President and Controller
(Principal Accounting Officer)
Chairman and Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
65
Table of Contents
Deductions
Additions
Accounts
Balance at
Charged to
Written off
Balance
Beginning
Costs and
Net of
at End
of Year
Expenses
Recoveries
of Year
($ in millions)
$
3.8
$
7.2
$
(9.0
)
$
2.0
$
2.0
$
1.9
$
(0.1
)
$
3.8
$
1.6
$
0.8
$
(0.3
)
$
2.0
$
6.9
$
2.4
$
(3.2
)
$
6.1
$
4.8
$
2.8
$
(0.7
)
$
6.9
$
4.4
$
2.0
$
(1.6
)
$
4.8
$
6.7
$
2.9
$
(3.8
)
$
5.8
$
7.7
$
3.2
$
(4.2
)
$
6.7
$
7.6
$
4.3
$
(4.2
)
$
7.7
$
15.9
$
26.7
$
(8.7
)
$
33.9
$
3.9
$
14.2
$
(2.2
)
$
15.9
$
3.1
$
1.1
$
(0.3
)
$
3.9
66
Table of Contents
3
.
a.
Restated Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit (3)(a) to the
Companys
Form 10-K
for the year ended December 31, 1991.
b.
Amended and Restated By-laws of the Company, as further amended
December 5, 2008. Incorporated by reference to
Exhibit 3.b to the Companys
Form 8-K
for December 5, 2008.
4
.
a.
Second Amended and Restated Credit Agreement dated
April 25, 2007 among the Company, Bank of Montreal and
other third party lenders named therein. Incorporated by
reference to Exhibit 10.3 to the Companys
Form 10-Q
for the quarter ended September 30, 2007.
b.
Supplemental Agreement to the Second Amended and Restated Credit
Agreement among Federal Signal Corporation, Federal Signal of
Europe B.V. y CIA, SC, and Bank of Montreal, Ireland and other
third party lenders named therein dated September 6, 2007.
Incorporated by reference to Exhibit (4)(c) to the
Companys
Form 10-K
for the year ended December 31, 2007
c.
Second Amendment and Waiver to the Second Amended and Restated
Credit Agreement, dated March 27, 2008. Incorporated by
reference to Exhibit 10.2 to the Companys
Form 10-Q
for the quarter ended March 31, 2008.
10
.
a.
The 1996 Stock Benefit Plan, as amended. Incorporated by
reference to Exhibit 10.A to the Companys
Form 10-K
for the year ended December 31, 2006.(1)
b.
Supplemental Pension Plan. Incorporated by reference to
Exhibit 10.C to the Companys
Form 10-K
for the year ended December 31, 1995.(1)
c.
Executive Disability, Survivor and Retirement Plan. Incorporated
by reference to Exhibit 10.D to the Companys
Form 10-K
for the year ended December 31, 1995.(1)
d.
Director Deferred Compensation Plan. Incorporated by reference
to Exhibit 10.H to the Companys
Form 10-K
for the year ended December 31, 1997.(1)
e.
2005 Executive Incentive Compensation Plan. Incorporated by
reference to Appendix B to the Companys Proxy
Statement dated March 22, 2005 filed on
Schedule 14A.(1)
f.
Pension Agreement with Stephanie K. Kushner. Incorporated by
reference to Exhibit 10.G to the Companys
Form 10-K
for the year ended December 31, 2002.(1)
g.
Executive Incentive Performance Plan. Incorporated by reference
to Appendix C to the Companys Proxy Statement dated
March 22, 2005 filed on Schedule 14A.(1)
h.
Release and Severance Agreement between the Company and Marc F.
Gustafson, effective July 17, 2007. Incorporated by
reference to Exhibit 10.4 to the Companys
Form 10-Q
for the quarter ended September 30, 2007.(1)
i.
Consulting Letter Agreement between the Company and Marc F.
Gustafson, effective July 17, 2007. Incorporated by
reference to Exhibit 10.4 to the Companys
Form 10-Q
for the quarter ended September 30, 2007.(1)
j.
Stock Purchase Agreement between the Company and Alan K. Sefton
dated August 6, 2007. Incorporated by reference to
Exhibit 10.1 to the Companys
Form 10-Q
for the quarter ended September 30, 2007.
k.
Purchase Agreement between Alan Keith Sefton and Federal Signal
of Europe B.V. y CIA, SC and the other parties named therein.
Incorporated by reference to Exhibit 10.2 to the
Companys
Form 10-Q
for the quarter ended September 30, 2007.
l.
Release and Severance Agreement between the Company and Robert
D. Welding, dated January 21, 2008. Incorporated by
reference to Exhibit (10)(l) to the Companys
Form 10-K
for the year ended December 31, 2007.(1)
m.
Employment Agreement between the Company and William H. Osborne,
dated September 15, 2008. Incorporated by reference to
Exhibit 10.1 to the Companys
8-K
filed
September 18, 2008.(1)
67
Table of Contents
n.
Settlement Agreement between the Company and the Ramius Group,
dated March 12, 2008. Incorporated by reference to
Exhibit 10 to the Companys
Form 8-K
filed March 13, 2008.
o.
Release and Severance Agreement between the Company and Kimberly
L. Dickens, dated March 19, 2008. Incorporated by reference
to Exhibit 10.1 to the Companys
Form 10-Q
for the quarter ended March 31, 2008.(1)
p.
Stock Purchase Agreement among Connell Limited Partnership,
Federal Signal Corporation, and Federal Signal of Europe B.V.,
dated April 3, 2008. Incorporated by reference to
Exhibit 10.3 to the Companys
Form 10-Q
for the quarter ended March 31, 2008.
q.
Tax-Exempt Lease Purchase Agreement (Elgin Sweeper Company)
between Elgin Sweeper Company and Banc of America Public Capital
Corp dated June 27, 2008. Incorporated by reference to
Exhibit 10.1 to the Companys
Form 10-Q
for the quarter ended June 30, 2008.
r.
Guaranty and Payment Agreement (Elgin Sweeper Company) Federal
Signal Corporation in favor of Banc of America Public Capital
Corp dated June 27, 2008. Incorporated by reference to
Exhibit 10.2 to the Companys
Form 10-Q
for the quarter ended June 30, 2008.
s.
Tax-Exempt Lease Purchase Agreement
(E-One
New
York, Inc.) between
E-One
New
York, Inc. and Banc of America Public Capital Corp dated
June 27, 2008. Incorporated by reference to
Exhibit 10.3 to the Companys
Form 10-Q
for the quarter ended June 30, 2008.
t.
Guaranty and Payment Agreement
(E-One
New
York, Inc.) by Federal Signal Corporation in favor of Banc of
America Public Capital Corp dated June 27, 2008.
Incorporated by reference to Exhibit 10.4 to the
Companys
Form 10-Q
for the quarter ended June 30, 2008.
u.
Tax-Exempt Lease Purchase Agreement
(E-One,
Inc.) among
E-One,
Inc.,
Federal Signal Corporation and Banc of America Public Capital
Corp dated June 27, 2008. Incorporated by reference to
Exhibit 10.5 to the Companys
Form 10-Q
for the quarter ended June 30, 2008.
v.
Guaranty and Payment Agreement
(E-One,
Inc.) by Federal Signal Corporation in favor of Banc of America
Public Capital Corp dated June 27, 2008. Incorporated by
reference to Exhibit 10.6 to the Companys
Form 10-Q
for the quarter ended June 30, 2008.
w.
Tax-Exempt Lease Purchase Agreement (Federal Signal Corporation)
between Federal Signal Corporation and Banc of America Public
Capital Corp dated June 27, 2008. Incorporated by reference
to Exhibit 10.7 to the Companys
Form 10-Q
for the quarter ended June 30, 2008.
x.
Tax-Exempt Lease Purchase Agreement (FS Depot, Inc.) between FS
Depot, Inc. and Banc of America Public Capital Corp dated
June 27, 2008. Incorporated by reference to
Exhibit 10.8 to the Companys
Form 10-Q
for the quarter ended June 30, 2008.
y.
Guaranty and Payment Agreement (FS Depot, Inc.) by Federal
Signal Corporation in favor of Banc of America Public Capital
Corp dated June 27, 2008. Incorporated by reference to
Exhibit 10.9 to the Companys
Form 10-Q
for the quarter ended June 30, 2008.
z.
Tax-Exempt Lease Purchase Agreement (Vactor Manufacturing, Inc.)
between Vactor Manufacturing, Inc. and Banc of America Public
Capital Corp dated June 27, 2008. Incorporated by reference
to Exhibit 10.10 to the Companys
Form 10-Q
for the quarter ended June 30, 2008.
aa.
Guaranty and Payment Agreement (Vactor Manufacturing, Inc.) by
Federal Signal Corporation in favor of Banc of America Public
Capital Corp dated June 27, 2008. Incorporated by reference
to Exhibit 10.11 to the Companys
Form 10-Q
for the quarter ended June 30, 2008.
bb.
Agreement of Purchase and Sale between Federal Signal
Corporation and Centerpoint Properties Trust dated July 2,
2008. Incorporated by reference to Exhibit 10.12 to the
Companys
Form 10-Q
for the quarter ended June 30, 2008.
cc.
Lease (Elgin) between Centerpoint Properties Trust and Elgin
Sweeper Company dated July 2, 2008. Incorporated by
reference to Exhibit 10.13 to the Companys
Form 10-Q
for the quarter ended June 30, 2008.
dd.
Lease (University Park) between Centerpoint Properties Trust and
Federal Signal Corporation dated July 2, 2008. Incorporated
by reference to Exhibit 10.14 to the Companys
Form 10-Q
for the quarter ended June 30, 2008.
ee.
Management Incentive Plan
.*
(1)
ff.
Savings Restoration Plan, as amended and Restated
January 1, 2007.*(1)
Table of Contents
*
Filed herewith.
(1)
Management contract or compensatory plan or arrangement.
Table of Contents
Management
Board of Directors
William G. Barker, III
Senior Vice President and Chief Financial Officer
John A. DeLeonardis
Vice President, Taxes
David E. Janek
Vice President and Controller
Fred H. Lietz
Vice President and Chief Procurement Officer
David R. McConnaughey
President, Safety and Security Systems Group
William H. Osborne
President and Chief Executive Officer
Esa Peltola
President, Bronto Skylift Oy Ab
Jennifer L. Sherman
Senior Vice President Human Resources, General Counsel and
Secretary
Mark D. Weber
President, Environmental Solutions Group
James C. Janning
, 61
Chairman of the Board
Group President Harbour Group, Ltd.
Charles R. Campbell
, 69
Retired, Consultant
The Everest Group
Robert M. Gerrity
, 71
Director and Principal Gerrity Partners
James E. Goodwin
, 64
Former Chairman and Chief Executive Officer of United
Airlines
Robert S. Hamada
, 71
Edward Eagle Brown Distinguished Service
Professor of Finance, Emeritus Graduate
School of Business, University of Chicago
Paul W. Jones
, 60
Chairman and Chief Executive Officer
A. O. Smith Corporation
Dennis J. Martin,
58
Former Chairman, President and Chief Executive Officer
General Binding Corporation
John F. McCartney
, 56
Chairman, Westcon Group, Inc. and
A. M. Castle & Co.
Brenda L. Reichelderfer
, 50
Retired Senior Vice President and Chief Technology
Officer, ITT Corporation
Joseph R. Wright,
70
Chief Executive Officer Scientific Games Corporation
Corporate Information
Form 10-K
and Other Reports and Information
Our Annual Report and
Form 10-K,
Quarterly Reports on
Form 10-Q,
Proxy Statement and other reports that we file with the SEC are
available on our website at federalsignal.com. In addition,
copies of these reports may be obtained without charge by
contacting:
Investor Relations
Federal Signal Corporation
1415 W. 22nd St., Suite 1100
Oak Brook, IL 60523
630-954-2000
http://www.federalsignal.com
Stock Trading Information
New York Stock Exchange
Symbol: FSS
Transfer Agent and Registrar
National City Bank
Shareholder Services Operations
Locator 5352
P.O. Box 92301
Cleveland, OH 44101-4301
800-622-6757
2009 Annual Meeting of Stockholders
Tuesday, April 21, 2009, 3:30 pm
Regency Towers Conference Center
1515 W. 22nd Street
Oak Brook, IL 60523
Independent Registered Public Accounting Firm
Ernst & Young, LLP
Effective Date
|
The effective date of the plan will be January 1, 2005, and will replace the annual bonus opportunity offered under the existing Management Incentive Plan. | |
|
||
Performance Period
|
The measurement period, for earning an award under this Plan, will be 12 months in length, which will correspond to the calendar year. | |
|
||
General Plan Concept
|
Specific EV goals will be established for each 12-month performance period (i.e., 3-year goals stated in annual increments). The level of achievement of the preestablished EV goals by the end of each year will determine the size of the corresponding bonus earned by each participant for that year. A carry-forward feature will exist, such that bonus dollars at or above target not earned in any year can be re-earned over the next two years (50% in the first year, and the remaining 50% in the second year). | |
|
||
Eligibility
|
Top executives and key contributors at both the corporate and business unit levels (i.e.,
approximately 244 incumbents) will be eligible to participate in this Plan for 2005. This
includes corporate officers and direct reports, and Group and Business Unit Heads, Vice
Presidents, and specified managers.
The Plan may be expanded in 2006 to include all salary-exempt employees. Further expansion is possible in 2007 to include all hourly employees. |
|
|
||
Award Opportunities
|
Minimum, target, and maximum award opportunities will be established for each participant
level, as a percentage of salary grade midpoint for each grade.
The minimum opportunity will be 50 percent of target and maximum will be 200 percent of target (with target being 100%). |
1
|
The proposed award opportunities for the 2005 plan year are as follows: |
Bonus Award Opportunity | ||||||||||||||
(As a Percent of Salary Grade Midpoint) | ||||||||||||||
Minimum | Maximum | |||||||||||||
Position | (50% of Target) | Target | (200% of Target) | |||||||||||
Corporate
|
||||||||||||||
President and CEO
|
37.5 | % | 75 | % | 150 | % | ||||||||
VP-CFO
|
25.0 | % | 50 | % | 100 | % | ||||||||
VP-Legal
|
20.0 | % | 40 | % | 80 | % | ||||||||
VP-HR
|
20.0 | % | 40 | % | 80 | % | ||||||||
VP-CIO
|
20.0 | % | 40 | % | 80 | % | ||||||||
VP-Corporate Development
|
15.0 | % | 30 | % | 60 | % | ||||||||
VP-Controller
|
15.0 | % | 30 | % | 60 | % | ||||||||
VP-Treasurer
|
15.0 | % | 30 | % | 60 | % | ||||||||
VP-Internal Audit
|
15.0 | % | 30 | % | 60 | % | ||||||||
VP-Taxes
|
15.0 | % | 30 | % | 60 | % | ||||||||
VP-Procurement
|
15.0 | % | 30 | % | 60 | % | ||||||||
Assistant Treasurer
|
10.0 | % | 20 | % | 40 | % | ||||||||
Assistant Controller
|
10.0 | % | 20 | % | 40 | % | ||||||||
Assistant VP Leasing
|
10.0 | % | 20 | % | 40 | % | ||||||||
Director Supply Chain
|
10.0 | % | 20 | % | 40 | % | ||||||||
Director Audit
|
10.0 | % | 20 | % | 40 | % | ||||||||
Director HR
|
10.0 | % | 20 | % | 40 | % | ||||||||
Corporate Attorney
|
10.0 | % | 20 | % | 40 | % | ||||||||
Procurement Manager
|
7.5 | % | 10 | % | 20 | % | ||||||||
Commodity Manager
|
7.5 | % | 10 | % | 20 | % | ||||||||
Supply Chain Manager
|
7.5 | % | 10 | % | 20 | % | ||||||||
|
||||||||||||||
Business Groups and Units
|
||||||||||||||
Group Presidents
|
25.0 | % | 50 | % | 100 | % | ||||||||
Group Vice Presidents
|
15.0 | % | 30 | % | 60 | % | ||||||||
General Managers
|
12.5 | % | 25 | % | 50 | % | ||||||||
Direct Reports to VPs
|
10.0 | % | 20 | % | 40 | % |
2
Carry-Forward Opportunity
|
If, in any 12-month bonus plan year,
the maximum bonus opportunity is not
earned, the difference between the
maximum opportunity and the actual
bonus earned, or the unearned
spread (US) can be re-earned over
the next two years by achieving the
corresponding goal (i.e., target
through maximum) in those years.
However, performance in years 2 and
3 must be at or above target for any
amount to be earned. Fifty percent
of the US can be earned in the
immediately proceeding year, with
the remaining 50 percent being
re-earnable in the year thereafter.
If not re-earned in the specified
year, the opportunity expires.
Overlapping unearned spread opportunities can exist if the maximum bonus is not earned in consecutive years as follows: |
2005 | 2006 | 2007 | 2008 | 2009 | ||||||
2005 Bonus
Opportunity
|
50% Min. to 200% Max. | 50% of Unearned Spread | 50% of Unearned Spread | | | |||||
2006 Bonus
Opportunity
|
| 50% Min. to 200% Max. | 50% of Unearned Spread |
50% of
Unearned
Spread |
| |||||
2007 Bonus
Opportunity
|
| | 50% Min. to 200% Max. | 50% of Unearned Spread |
50% of
Unearned
Spread |
Performance
Metrics/Goals |
EV will be the exclusive performance measure and, thereby, the level of achievement of the EV goal will determine 100 percent of each participants bonus. | |
|
||
|
Every three years EV goals will be established for a three-year period. These three-year goals should be considered fixed, absent the occurrence of any significant unforeseeable events. The three-year goal will be communicated to participants in terms of three annual goals. The level of achievement of the annual goal will determine the value of the earned award each year. |
3
EV Goal Weighting Guidelines | ||||||||||||
Corporate | Group | Unit | ||||||||||
Position | Level | Level | Level | |||||||||
Corporate
|
||||||||||||
President and CEO
|
100 | % | ||||||||||
VP-CFO
|
100 | % | ||||||||||
VP-Legal
|
100 | % | ||||||||||
VP-HR
|
100 | % | ||||||||||
VP-CIO
|
100 | % | ||||||||||
VP-Corporate Development
|
100 | % | ||||||||||
VP-Controller
|
100 | % | ||||||||||
VP-Treasurer
|
100 | % | ||||||||||
VP-Internal Audit
|
100 | % | ||||||||||
VP-Taxes
|
100 | % | ||||||||||
VP-Procurement
|
100 | % | ||||||||||
Assistant Treasurer
|
100 | % | ||||||||||
Assistant Controller
|
100 | % | ||||||||||
Assistant VP Leasing
|
100 | % | ||||||||||
Director Supply Chain
|
100 | % | ||||||||||
Director Audit
|
100 | % | ||||||||||
Director HR
|
100 | % | ||||||||||
Corporate Attorney
|
100 | % | ||||||||||
Procurement Manager
|
100 | % | ||||||||||
Commodity Manager
|
100 | % | ||||||||||
Supply Chain Manager
|
100 | % | ||||||||||
|
||||||||||||
Business Groups and Units
|
||||||||||||
Group Presidents
|
20 | % | 80 | % | ||||||||
Group Vice Presidents
|
10 | % | 90 | % | ||||||||
Direct Reports to VPs at group
|
100 | % | ||||||||||
General Managers
|
20 | % | 80 | % | ||||||||
Direct Reports to VPs at unit
|
20 | % | 80 | % | ||||||||
4
Termination of Employment
|
If a participants employment is terminated due to normal retirement (as defined under the Companys qualified retirement plan), death, or permanent disability, at any time prior to the end of the plan year in which any annual bonus is otherwise earned, the participant will receive a pro rata payout of the actual bonus earned, based on the number of days actively employed during the bonus plan year. This pro rata bonus will be paid after the end of the corresponding plan year, at the same time active participants receive their bonus payouts. If a participants employment is terminated for any other reason, prior to the end of the plan year in which any annual bonus is otherwise earned, the participant shall not be eligible to receive a payout for that year. | |
|
||
|
Notwithstanding the above, upon a Change in Control and for two years thereafter, if a participants employment is terminated involuntarily by the Company without Cause, or voluntarily by the participant for Good Reason, then the participant shall receive a pro rata portion of their target bonus for the year of termination, within ten calendar days of termination. | |
|
||
|
Cause and Good Reason shall have definitions identical to those contained in the Executive Change-in-Control Agreements. | |
Umbrella Pool Plan Design
|
The plan will be structured so that payouts will be exempt from the Internal Revenue Code Section 162(m) $1 million nondeductibility rules. To accomplish this exemption, separate and distinct from the EV plan design, a bonus pool will be established annually (for the proxy reported executives) based on a single, fixed financial metric (e.g., 1.5% of net income). The Committee will then use negative discretion to award bonuses based on the EV performance criteria using the actual minimum, target, and maximum award opportunities by position. As long as the actual bonuses paid (using the EV criteria) are less than the amount as determined by the umbrella pool approach, all payouts should be exempt as being performance based under Section 162(m). | |
|
||
|
Note : This approach will require shareholder approval of the umbrella pool formula and maximum opportunities for each proxy reported participant, among other details. These provisions will be made a part of the long-term incentive plan document (which also will require shareholder approval via the next proxy statement). | |
|
||
Deferral of Bonus Dollars
|
Executives who otherwise participate in the Companys voluntarily deferral plan will be allowed to voluntary defer all or any portion of amounts earned under this bonus plan, subject to properly executed deferral elections. |
5
Minimum | Target | Maximum | ||||||||||||||||||||||||||
% of | Required | % of | Required | % of | Required | |||||||||||||||||||||||
Position | Midpoint | Midpoint | EV | Midpoint | EV | Midpooint | EV | |||||||||||||||||||||
Corporate
VP CFO
|
$ | 265,000 | 25 | % | <$23.8M> | 50 | % | <$17.1M> | 100 | % | <$7.0M> | |||||||||||||||||
|
($66,200 | ) | ($132,500 | ) | ($265,000 | ) | ||||||||||||||||||||||
| One hundred percent of the goals are based on corporate-wide performance (i.e., there is no weighting given to business group or business unit performance). |
| At the end of the year, presume the target level of EV performance is achieved. |
| Regular Annual Bonus . With the achievement of target level of EV performance, the result is a payout of the target bonus amount of $132,500 (or 50% of base pay). |
| Carry-Forward Opportunity . In addition to the regular annual bonus, 50 percent of the difference between the maximum opportunity and the actual earned bonus (($265,000 $132,500) × 50% = $66,250) can be earned in the next year, proportionally, if anywhere between target and maximum performance is achieved by the end of that year (i.e., not the base year maximum goal of <$7.0M>). Further, the remaining 50 percent can be earned in the second year thereafter, proportionally, if anywhere between target and maximum performance is achieved by that year end (less the amounts previously earned). |
| Interpolation . For performance between the points (i.e., minimum, target, and maximum), the actual payout will be determined by using straight-line interpolation between the points. |
6
FEDERAL SIGNAL CORPORATION
BENEFITS PLANNING COMMITTEE |
||||
By | /s/ Kimberly L. Dickens | |||
Its Member as Aforesaid | ||||
PAGE | ||||
SECTION 1 INTRODUCTION
|
1 | |||
1.1 Purpose
|
1 | |||
1.2 Effective Date; Plan Year
|
1 | |||
1.3 Plan Administration
|
1 | |||
1.4 Unfunded Nature of Plan
|
1 | |||
|
||||
SECTION 2 DEFINITIONS
|
2 | |||
2.1 Account
|
2 | |||
2.2 Accounting Date
|
2 | |||
2.3 Beneficiary
|
2 | |||
2.4 Board
|
2 | |||
2.5 Bonus
|
2 | |||
2.6 Code
|
2 | |||
2.7 Committee
|
2 | |||
2.8 Company
|
2 | |||
2.9 Company Contributions
|
3 | |||
2.10 Compensation
|
3 | |||
2.11 Compensation Deferrals
|
3 | |||
2.12 Disability
|
3 | |||
2.13 Effective Date
|
3 | |||
2.14 Eligible Individual
|
3 | |||
2.15 Employee
|
3 | |||
2.16 Employer
|
4 | |||
2.17 ERISA
|
4 | |||
2.18 Federal Signal Stock Fund
|
4 | |||
2.19 Investment Funds
|
4 | |||
2.20 Matching Contributions
|
4 | |||
2.21 Participant
|
4 | |||
2.22 Plan
|
4 | |||
2.23 Plan Year/Plan Year Quarter
|
4 | |||
2.24 Spouse
|
5 | |||
2.25 Termination Date
|
5 | |||
2.26 Other Definitions
|
5 | |||
|
||||
SECTION 3 ELIGIBILITY AND PARTICIPATION
|
6 | |||
3.1 Eligibility
|
6 | |||
3.2 Cessation of Participation
|
6 | |||
|
||||
SECTION 4 DEFERRALS AND CONTRIBUTIONS
|
7 | |||
4.1 Compensation Deferrals
|
7 | |||
4.2 Matching and Company Contributions
|
7 | |||
4.3 No Election Changes During Plan Year
|
8 |
PAGE | ||||
4.4 Crediting of Deferrals
|
8 | |||
4.5 Reduction of Deferrals or Contributions
|
8 | |||
|
||||
SECTION 5 NOTIONAL INVESTMENTS
|
9 | |||
5.1 Investment Funds
|
9 | |||
5.2 Investment Fund Elections
|
9 | |||
5.3 Investment Fund Transfers
|
9 | |||
|
||||
SECTION 6 ACCOUNTING
|
10 | |||
6.1 Individual Accounts
|
10 | |||
6.2 Adjustment of Accounts
|
10 | |||
6.3 Accounting Methods
|
11 | |||
6.4 Statement of Account
|
11 | |||
|
||||
SECTION 7 VESTING
|
12 | |||
|
||||
SECTION 8 FUNDING
|
13 | |||
|
||||
SECTION 9 DISTRIBUTION OF ACCOUNTS
|
14 | |||
9.1 Distribution of Accounts
|
14 | |||
9.2 6-Month Delay on Payments Due to Termination of Employment
|
15 | |||
9.3 Mandatory Cash-Outs of Small Amounts
|
15 | |||
9.4 Designation of Beneficiary
|
15 | |||
9.5 Reemployment
|
16 | |||
9.6 Form of Payment
|
16 | |||
|
||||
SECTION 10 GENERAL PROVISIONS
|
17 | |||
10.1 Interests Not Transferable
|
17 | |||
10.2 Employment Rights
|
17 | |||
10.3 Litigation by Participants or Other Persons
|
17 | |||
10.4 Evidence
|
17 | |||
10.5 Waiver of Notice
|
17 | |||
10.6 Controlling Law
|
17 | |||
10.7 Statutory References
|
18 | |||
10.8 Severability
|
18 | |||
10.9 Action By the Company, the Employers or the Committee
|
18 | |||
10.10 Headings and Captions
|
18 | |||
10.11 Gender and Number
|
18 | |||
10.12 Examination of Documents
|
18 | |||
10.13 Elections
|
18 | |||
10.14 Manner of Delivery
|
19 | |||
10.15 Facility of Payment
|
19 | |||
10.16 Missing Persons
|
19 |
-ii-
PAGE | ||||
10.17 Recovery of Benefits
|
20 | |||
10.18 Effect on Other Benefits
|
20 | |||
10.19 Tax and Legal Effects
|
20 | |||
|
||||
SECTION 11 THE COMMITTEE
|
21 | |||
11.1 Establishment of Committee
|
21 | |||
11.2 Committee General Powers, Rights, and Duties
|
21 | |||
11.3 Interested Committee Member
|
22 | |||
11.4 Compensation and Expenses
|
22 | |||
11.5 Information Required by Committee
|
22 | |||
11.6 Uniform Application of Rules
|
22 | |||
11.7 Review of Benefit Determinations
|
22 | |||
11.8 Committees Decision Final
|
23 | |||
|
||||
SECTION 12 AMENDMENT AND TERMINATION
|
24 |
-iii-
- 2 -
- 3 -
- 4 -
- 5 -
- 6 -
- 7 -
- 8 -
- 9 -
(a) | Compensation Deferral Account. A Compensation Deferral Account to reflect the Participants Compensation Deferrals and the notional gains, losses, expenses, appreciation and depreciation attributable thereto. | ||
(b) | Matching Contribution Account. A Matching Contribution Account to reflect the Matching Contributions credited on behalf of the Participant, if applicable, and the notional gains, losses, expenses, appreciation and depreciation attributable thereto. | ||
(c) | Company Contribution Account. A Company Contribution Account to reflect the Company Contributions credited on behalf of the Participant, if applicable, and the notional gains, losses, expenses, appreciation and depreciation attributable thereto. | ||
(d) | Pre-2007 Plan Account. A Pre-2007 Plan Account to reflect the amounts, if any, credited on behalf of the Participant under the Plan prior to January 1, 2007, and the notional gains, losses, expenses, appreciation and depreciation attributable thereto. Amounts in the Participants Pre-2007 Plan Account shall always be notionally invested in the Federal Signal Corporation Stock Fund. Notwithstanding the foregoing, a Participants Pre-2007 Plan Account may also contain a Pre-1998 Sub-account, which shall not be notionally invested in the Federal Signal Corporation Stock Fund, but which instead shall be notionally credited with a fixed interest rate based upon the Vanguard Retirement Savings Trust rate, or such other rate or benchmark as the Committee shall determine from time to time in its discretion. |
- 10 -
- 11 -
- 12 -
- 13 -
(a) | Elections . A Participant will be required to make his distribution election prior to the commencement of each Plan Year. | ||
(b) | Installment Payments . The first installment payment shall be made in the month of January following the calendar year in which occurs the Participants Termination Date, or such later date as shall be administratively feasible for the Committee to make such payment and in accordance with subsection 9.2. Succeeding payments shall be made in January of each succeeding calendar year, or as soon as administratively feasible for the Committee to make such payment. The amount to be distributed in each installment payment shall be determined by dividing the value of the Participants Accounts as of an Accounting Date preceding the date of each distribution by the number of installment payments remaining to be made, in accordance with rules established by the Committee. | ||
(c) | Subsequent Elections to Change Form of Payment . Participants may make a subsequent election to change the form of payment from installments to a lump sum or vice versa, and a separate election change shall be allowed with respect to the amounts in the Participants Accounts attributable to each Plan Year. Provided, however, that such election change will be allowed only once in a Participants period of participation in the Plan, and such election change shall only be permitted with the approval of the Committee in its sole discretion and in accordance with procedures established by the Committee. Any such election change shall not take effect until the Participant has completed 12 months of employment with the Employer following the date of such election change, and |
- 14 -
payments subject to such change may not commence earlier than five years following the date payments would otherwise have commenced. |
(d) | Disability Election. Notwithstanding the foregoing, a Participant may elect, as of the first year in which the Participant becomes an Participant, to have the remainder of his Accounts under the Plan paid out in a lump sum immediately following his Disability (as defined in subsection 2.13), regardless of whether he has incurred a Termination Date or whether his Accounts have commenced distribution under the Plan as of such date. |
- 15 -
- 16 -
- 17 -
- 18 -
- 19 -
(a) | By retaining such benefits in the Plan. | ||
(b) | By paying such benefits to a court of competent jurisdiction for judicial determination of the right thereto. | ||
(c) | By forfeiting such benefits in accordance with procedures established by the Committee. If a Participant, Spouse, or Beneficiary is subsequently located, such benefits shall be restored (without adjustment) to the Participant, Spouse, or Beneficiary under the Plan. | ||
(d) | By any equitable manner permitted by law under rules adopted by the Committee. |
- 20 -
(a) | To adopt such rules, procedures, and regulations as in its opinion may be necessary for the proper and efficient administration of the Plan and as are consistent with the Plan and to change, alter, or amend such rules, procedures, and regulations; | ||
(b) | To construe and interpret the provisions of the Plan and make factual determinations thereunder; | ||
(c) | To determine all questions arising in the administration of the Plan, including the power to determine the rights or eligibility of Employees or Participants or any other persons, and the amounts of their benefits (if any) under the Plan, and to remedy ambiguities, inconsistencies, or omissions, and any such determination shall be binding on all parties; | ||
(d) | To employ and suitably compensate such agents, attorneys, accountants, actuaries, recordkeepers, or other persons (who also may be employed by the Company) to render advice and perform other services as the Committee may deem necessary to carry out its powers, rights, and duties; | ||
(e) | To the extent applicable, to direct payments or distributions in accordance with the provisions of the Plan; | ||
(f) | To furnish the Employers with such information as may be required by them for tax or other purposes in connection with the Plan; | ||
(g) | To communicate the Plan and its requirements to Participants; | ||
(h) | To take such actions as the Committee may deem necessary or advisable to correct any errors in the operation of the Plan; and | ||
(i) | To take such other actions as the Committee may deem necessary for the proper administration and operation of the Plan in accordance with its terms. |
- 21 -
- 22 -
- 23 -
- 24 -
Year of Special Contribution | Amount of Special Contribution | |
2007
|
$308,472 | |
2008 | $ 30,322 | |
2009 | $ 11,233 | |
2010 | $ 11,658 | |
2011 | $ 11,902 | |
2012 | $ 12,365 |
- 25 -
Article 1. Establishment, Term, and Purpose
|
1 | |||
|
||||
Article 2. Definitions
|
1 | |||
|
||||
Article 3. Participation
|
4 | |||
|
||||
Article 4. Severance Benefits
|
4 | |||
|
||||
Article 5. The Companys Payment Obligation
|
8 | |||
|
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Article 6. Legal Remedies
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Article 7. Withholding
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Article 8. Noncompetition
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Article 9. Successors and Assignment
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Article 10. Miscellaneous
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(a) | Base Salary means, at any time, the then regular annual rate of pay which the Participant is receiving as annual salary, excluding amounts: (i) received under short-term or long-term incentive or other bonus plans, regardless of whether or not the amounts are deferred, or (ii) designated by the Company as payment toward reimbursement of expenses. | ||
(b) | Beneficiary means the persons or entities designated or deemed designated by a Participant pursuant to Section 10.2 herein. | ||
(c) | Benefits Committee means the Benefits Planning Committee of the Company which was appointed by the Compensation and Benefits Committee of the Companys Board of Directors, and is composed of certain officers or other employees of the Company. | ||
(d) | Board means the Board of Directors of the Company. |
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(e) | Cause shall be determined solely by the Benefits Committee except as expressly set forth to the contrary hereinbelow), which shall have the authority to interpret the Plan and to determine the meaning of any ambiguous Plan provisions in its sole and absolute discretion, and shall mean the occurrence of any one or more of the following: |
(i) | The Participants failure to substantially perform his duties with the Company (other than any such failure resulting from the Participants Disability), after written notice of such failure and a reasonable opportunity to cure following written notice; or | ||
(ii) | The Participants conviction of a felony; or | ||
(iii) | The Participants willful engaging in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. However, no act or failure to act on the Participants part shall be deemed willful unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the action or omission was in the best interests of the Company. | ||
(iv) | The Participants material breach of Company policies, including but not limited to the Companys policy for business conduct. |
(f) | Code means the Internal Revenue Code of 1986, as amended. | ||
(g) | Compensation Committee means the Compensation and Benefits Committee of the Board of Directors of the Company, or, if no Compensation Committee exists, then the full Board of Directors of the Company, or a committee of Board members, as appointed by the full Board to administer this Plan. | ||
(h) | Company means Federal Signal Corporation, a Delaware corporation (including any and all subsidiaries), or any successor thereto as provided in Article 9 herein. | ||
(i) | Disability or Disabled shall have the meaning ascribed to such term in the Participants governing long-term disability plan, or if no such plan exists, shall mean entitled to receive Social Security disability benefits. . | ||
(j) | Effective Date means the date this Plan is approved by the Board, or such other date as the Board shall designate in its resolution approving this Plan, and as specified in the opening sentence of this Plan. |
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(k) | Effective Date of Termination means the date on which the Executives separation from service (as defined in Section 409A of the Code and the applicable regulations) occurs which triggers the payment of Severance Benefits hereunder. | ||
(l) | Good Reason means, without the Participants express written consent, the occurrence of any one (1) or more of the following , which results in a material negative change in the Participants employment relationship with the Company: |
(i) | The assignment of the Participant to duties materially inconsistent with the Participants authorities, duties, responsibilities, and status (including offices, titles, and reporting requirements) as an executive and/or officer of the Company, or a material reduction or alteration in the nature or status of the Participants authorities, duties, or responsibilities from those in effect as of the Effective Date, other than an insubstantial and inadvertent act that is remedied by the Company promptly after receipt of notice thereof given by the Participant; | ||
(ii) | The Companys requiring the Participant to be based at a location in excess of fifty (50) miles from the location of the Participants principal job location or office as of the Effective Date; except for required travel on the Companys business to an extent substantially consistent with the Participants then present business travel obligations; | ||
(iii) | A reduction by the Company of the Participants Base Salary in effect on the Effective Date hereof, or as the same shall be increased from time to time; | ||
(iv) | The failure of the Company to continue in effect any of the Companys short- and long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or other compensation arrangements in which the Participant participates unless such failure to continue the plan, policy, practice, or arrangement pertains to all plan participants generally; or the failure by the Company to continue the Participants participation therein on substantially the same basis, both in terms of the amount of benefits provided and the level of the Participants participation relative to other participants, as of the Effective Date; | ||
(v) | The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Companys obligations under this Plan, as contemplated in Article 9 herein; and | ||
(vi) | A material breach of this Plan by the Company which is not remedied by the Company within thirty (30) business days of receipt of written notice of such breach delivered by the Participant to the Company. |
Unless the Participant becomes Disabled, the Participants right to terminate employment for Good Reason shall not be affected by the Participants incapacity due to physical or mental illness. The Participant must notify the Company within ninety (90) days of the existence of the Good Reason condition, and the Company shall have thirty (30) days to remedy the conditions. |
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(m) | Notice of Termination shall mean a written notice which shall indicate the specific termination provision in this Plan relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participants employment under the provision so indicated. | ||
(n) | Participant means an executive of the Company who is named by the Compensation Committee as a Participant in the Plan, as set forth in Article 2 herein. | ||
(o) | Plan has the meaning ascribed to such term in Section 1.1 hereof. | ||
(p) | Severance Benefits means the payment of severance compensation as provided in Article 4 herein. |
(a) | Tier I Executives : One (1.0) times the sum of: (i) the Participants Base Salary; and (ii) the Participants target annual bonus established for the bonus plan year in which the Participants Effective Date of Termination occurs. | ||
Tier II Executives : Three-quarters (0.75) times the sum of: (i) the Participants Base Salary; and (ii) the Participants target annual bonus established for the bonus plan year in which the Participants Effective Date of Termination occurs. |
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Tier III Executives : One-half (0.5) times the sum of: (i) the Participants Base Salary; and (ii) the Participants target annual bonus established for the bonus plan year in which the Participants Effective Date of Termination occurs. |
(b) | An amount equal to the Participants unpaid targeted annual bonus, established for the plan year in which the Participants Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days the Participant was employed by the Company in the then existing fiscal year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365). | ||
(c) | A continuation of the welfare benefits of medical insurance, dental insurance, and group term life insurance for eighteen (18) months following the Effective Date of Termination. These benefits shall be provided to Participants at the same premium cost, and at the same coverage level, as in effect as of the Participants Effective Date of Termination. | ||
However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, the cost and/or coverage level, likewise, shall change for each Participant in a corresponding manner. Any COBRA health benefit continuation coverage provided to Participant shall run concurrently with the aforementioned eighteen (18) month period. | |||
The value of such medical insurance coverage shall be treated as taxable income to Participant to the extent necessary to comply with Sections 105(h) and 409A of the Code. For purposes of 409A of the Code, any payments of continued health benefits that are made during the applicable COBRA continuation period (even if the Participant does not actually receive COBRA coverage for the entire applicable period), are exempt from the requirements of Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(B). The right to continue coverage beyond the applicable COBRA continuation period is not subject to liquidation or exchange for another benefit. | |||
The continuation of these welfare benefits shall be discontinued prior to the end of the eighteen (18) month period in the event the Participant has available substantially similar benefits from a subsequent employer, as determined by the Benefits Committee. | |||
(d) | The treatment of accrued vacation days earned prior to the Effective Date of Termination, but not taken by the Participant, shall be subject to the treatment provided under the Companys vacation policy. | ||
(e) | All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company. |
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(a) | Agreement means this Executive Change-in-Control Severance Agreement. | ||
(b) | Base Salary means, at any time, the then regular annual rate of pay which the Executive is receiving as annual salary, excluding amounts: (i) received under short-term or long-term incentive or other bonus plans, regardless of whether or not the amounts are deferred, or (ii) designated by the Company as payment toward reimbursement of expenses. | ||
(c) | Beneficial Owner shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act. | ||
(d) | Board means the Board of Directors of the Company. | ||
(e) | Cause shall be determined solely by the Committee in the exercise of good faith and reasonable judgment, and shall mean the occurrence of any one or more of the following: |
(i) | The Executives willful and continued failure to substantially perform his duties with the Company (other than any such failure resulting from the Executives Disability), after a written demand for substantial performance is delivered to the Executive that |
specifically identifies the manner in which the Committee believes that the Executive has not substantially performed his duties, and the Executive has failed to remedy the situation within fifteen (15) business days of such written notice from the Company; or | |||
(ii) | The Executives conviction of a felony; or | ||
(iii) | The Executives willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. However, no act or failure to act on the Executives part shall be deemed willful unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interests of the Company. |
(f) | Change-in-Control of the Company shall mean the occurrence of any one (1) or more of the following events: |
(i) | Any Person (other than the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and any trustee or other fiduciary holding securities under an employee benefit plan of the Company or such proportionately owned corporation), is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Companys then outstanding securities; | ||
(ii) | During any period of not more than twenty-four (24) consecutive months, individuals who at the beginning of such period constitute the Board of Directors of the Company, and any new director whose election by the Board or nomination for election by the Companys stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; | ||
(iii) | The consummation of a merger or consolidation 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 thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity 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 acquires more than forty percent (40%) of the combined voting power of the Companys then outstanding securities; | ||
(iv) | The Companys stockholders approve a plan or an agreement for the sale or disposition by the Company of all or substantially all of the Companys assets (or any transaction or series of transactions having a similar effect); or | ||
(v) | Any other transaction that the Board designates as being a Change-in-Control. |
(g) | Code means the Internal Revenue Code of 1986, as amended. | ||
(h) | Committee means the Compensation and Benefits Committee of the Board of Directors of the Company, or, if no Compensation and Benefits Committee exists, then the full Board of Directors of the Company, or a committee of Board members, as appointed by the full Board to administer this Agreement. | ||
(i) | Company means Federal Signal Corporation, a Delaware corporation (including any and all subsidiaries), or any successor thereto as provided in Article 9 herein. |
(j) | Disability or Disabled shall have the meaning ascribed to such term in the Executives governing long-term disability plan, or if no such plan exists, means entitled to receive Social Security disability benefits. | ||
(k) | Effective Date means the date this Agreement is approved by the Board, or such other date as the Board shall designate in its resolution approving this Agreement, and as specified in the opening sentence of this Agreement. | ||
(l) | Effective Date of Termination means the date on which a Qualifying Termination occurs, as provided in Section 2.2 herein, which triggers the payment of Severance Benefits hereunder. | ||
(m) | Exchange Act means the Securities Exchange Act of 1934, as amended. | ||
(n) | Good Reason means, without the Executives express written consent, the occurrence after a Change-in-Control of the Company of any one (1) or more of the following, which results in a material negative change in the Executives employment relationship with the Company: |
(i) | The assignment of the Executive to duties materially inconsistent with the Executives authorities, duties, responsibilities, and status (including offices, titles, and reporting requirements) as an executive and/or officer of the Company, or a material reduction or alteration in the nature or status of the Executives authorities, duties, or responsibilities from those in effect as of ninety (90) calendar days prior to the Change-in-Control, other than an insubstantial and inadvertent act that is remedied by the Company promptly after receipt of notice thereof given by the Executive; | ||
(ii) | The Companys requiring the Executive to be based at a location in excess of fifty (50) miles from the location of the Executives principal job location or office immediately prior to the Change-in-Control, except for required travel on the Companys business to an extent substantially consistent with the Executives then present business travel obligations; | ||
(iii) | A reduction by the Company of the Executives Base Salary in effect on the Effective Date hereof, or as the same shall be increased from time to time; | ||
(iv) | The failure of the Company to continue in effect any of the Companys short- and long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or other compensation arrangements in which the Executive participates unless such failure to continue the plan, policy, practice, or arrangement pertains to all plan participants generally; or the failure by the Company to continue the Executives participation therein on substantially the same basis, both in terms of the amount of benefits provided and the level of the Executives participation relative to other participants, as existed immediately prior to the Change-in-Control of the Company; | ||
(v) | The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Companys obligations under this Agreement, as contemplated in Article 9 herein; or | ||
(vi) | A material breach of this Agreement by the Company which is not remedied by the Company within thirty (30) business days of receipt of written notice of such breach delivered by the Executive to the Company. |
the Good Reason condition, and the Company shall have thirty (30) days to remedy the condition. | |||
(o) | Notice of Termination shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executives employment under the provision so indicated. | ||
(p) | Person shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a group as defined in Section 13(d). | ||
(q) | Qualifying Termination means the Executives separation from service (as defined in Section 409A of the Code and the applicable regulations) due to any of the events described in Section 2.2 herein, the occurrence of which triggers the payment of Severance Benefits hereunder. | ||
(r) | Severance Benefits mean the payment of severance compensation as provided in Section 2.3 herein. |
(a) | The Companys involuntary termination of the Executives employment without Cause; and | ||
(b) | The Executives voluntary employment termination for Good Reason. |
(a) | Upon a Qualifying Termination, a lump-sum amount equal to the Executives unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the Effective Date of Termination. |
(b) | Upon a Qualifying Termination, a lump-sum amount equal to the Executives then current annual target bonus opportunity, established under the annual bonus plan in which the Executive is then participating, for the bonus plan year in which the Executives Effective Date of Termination occurs, multiplied by a fraction the numerator of which is the number of full completed months in the year from January 1 through the Effective Date of Termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan in which the Executive is then participating for the plan year. | ||
(c) | Upon a Qualifying Termination, a lump-sum amount equal to two (2) multiplied by the sum of the following: (i) the higher of: (A) the Executives annual rate of Base Salary in effect upon the Effective Date of Termination, or (B) the Executives annual rate of Base Salary in effect on the date of the Change-in-Control; and (ii) the Executives annual target bonus opportunity established under the annual bonus plan in which the Executive is then participating for the bonus plan year in which the Executives Effective Date of Termination occurs. | ||
(d) | Upon a Qualifying Termination, a lump-sum amount equal to one (1) multiplied by the sum of the following: (i) the higher of: (A) the Executives annual rate of Base Salary in effect upon the Effective Date of Termination, or (B) the Executives annual rate of Base Salary in effect on the date of the Change-in-Control; and (ii) the Executives annual target bonus opportunity established under the annual bonus plan in which the Executive is then participating for the bonus plan year in which the Executives Effective Date of Termination occurs. Such amount shall be in consideration for the Executive entering into a noncompete agreement as described in Article 4 herein. | ||
(e) | Upon a Qualifying Termination, vesting and cash-out of any and all outstanding cash-based long-term incentive awards held by the Executive, as granted to the Executive by the Company as a component of the Executives compensation. The cash-out shall be in a lump-sum amount equal to the target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed days in the preestablished performance period as of the Effective Date of Termination, and the denominator of which is the full number of days in the entire performance period (i.e., typically thirty-six (36) months). This payment will be in lieu of any other payment to be made to the Executive under these long-term performance-based award plans. | ||
(f) | Upon the occurrence of a Change-in-Control, an immediate full vesting and lapse of all restrictions on any and all outstanding equity-based long-term incentives, including but not limited to stock options and restricted stock awards held by the Executive. This provision shall override any conflicting language contained in the Executives respective award agreements. | ||
(g) | Upon the occurrence of a Change-in-Control, the Company shall, as soon as possible, but in no event longer than thirty (30) calendar days following the occurrence of a Change-in-Control, make an irrevocable contribution to the then current trust in effect for purposes of holding assets to assist the Company in satisfying its liabilities under the Federal Signal Corporation Supplemental Savings and Investment Plan (the Deferred Compensation Plan) or successor thereto in an amount that is sufficient (taking into account the trust assets, if any, resulting from prior contributions) to fund the trust in an amount equal to but no less than one hundred percent (100%) of the amount necessary to pay the Executive the benefits to which such Executive would be entitled pursuant to the terms of the aforementioned Deferred Compensation Plan. | ||
(h) | Upon a Qualifying Termination, continuation for thirty-six (36) months of the Executives medical insurance coverage. The benefit shall be provided by the |
Company to the Executive beginning immediately upon the Effective Date of Termination. Such benefit shall be provided to the Executive at the same coverage level and cost to the Executive as in effect immediately prior to the Executives Effective Date of Termination. Any COBRA health benefit continuation coverage provided to Executive shall run concurrently with the aforementioned thirty-six (36) month period. |
The value of such medical insurance coverage shall be treated as taxable income to Executive to the extent necessary to comply with Sections 105(h) and 409A of the Code. For purposes of 409A of the Code, any payments of continued health benefits that are made during the applicable COBRA continuation period (even if the Executive does not actually receive COBRA coverage for the entire applicable period), are exempt from the requirements of Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(B). The right to continue coverage beyond the applicable COBRA continuation period is not subject to liquidation or exchange for another benefit. Notwithstanding the above, this medical insurance benefit shall be discontinued prior to the end of the stated continuation period in the event the Executive receives a substantially similar benefit from a subsequent employer, as determined solely by the Committee in good faith. For purposes of enforcing this offset provision, the Executive shall be deemed to have a duty to keep the Company informed as to the terms and conditions of any subsequent employment and any corresponding benefit earned from such employment, and shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same. |
(a) | Noncompetition . During the term of this Agreement and, if longer, for a period of eighteen (18) months after the Effective Date of Termination, the Executive shall not: (i) directly or indirectly act in concert or conspire with any person employed by the Company in order to engage in or prepare to engage in or to have a financial or other interest in any business or any activity which he knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on; or (ii) serve as an employee, agent, partner, shareholder, director or consultant for, or in any other capacity participate, engage, or have a financial or other interest in any business or any activity which he knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on (provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Executive may own up to two percent (2%) of the outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934). | ||
(b) | Confidentiality . The Company has advised the Executive and the Executive acknowledges that it is the policy of the Company to maintain as secret and confidential all Protected Information (as defined below), and that Protected Information has been and will be developed at substantial cost and effort to the Company. All Protected Information shall remain confidential permanently and no Executive shall at any time, directly or indirectly, divulge, furnish, or make accessible to any person, firm, corporation, association, or other entity (otherwise than as may be required in the regular course of the Executives employment with the Company), nor use in any manner, either during the term of employment or after termination, at any time, for any reason, any Protected Information, or cause any such information of the Company to enter the public domain. | ||
For purposes of this Agreement, Protected Information means trade secrets, confidential and proprietary business information of the Company, and any other information of the Company, including, but not limited to, customer lists (including potential customers), sources of supply, processes, plans, materials, pricing information, internal memoranda, marketing plans, internal policies, and products and services which may be developed from time to time by the Company and its agents or employees, including the Executive; provided, however, that information that is in the public domain (other than as a result of a breach of this Agreement), approved for release by the Company or lawfully obtained from third parties who are not bound by a confidentiality agreement with the Company, is not Protected Information. | |||
(c) | Nonsolicitation . During the term of this Agreement and, if longer, for a period of eighteen (18) months after the Effective Date of Termination, the Executive shall not employ or retain or solicit for employment or arrange to have any other person, firm, or other entity employ or retain or solicit for employment or otherwise participate in the employment or retention of any person who is an employee or consultant of the Company. | ||
(d) | Cooperation . The Executive agrees to cooperate with the Company and its attorneys in connection with any and all lawsuits, claims, investigations, or similar proceedings that have been or could be asserted at any time arising out of or related in any way to the Executives employment by the Company or any of its subsidiaries. | ||
(e) | Nondisparagement . At all times, the Executive agrees not to disparage the Company or otherwise make comments harmful to the Companys reputation. |
(f) | Judicial Interpretation. It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that any restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply to the maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. | ||
(g) | Injunctive Relief and Additional Remedy. The Executive acknowledges that the injury that would be suffered by the Company as a result of a breach of the provisions of this Agreement would be irreparable and that an award of monetary damages to the Company for such a breach would be an inadequate remedy. Consequently, the Company will have the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement, and the Company will not be obligated to post bond or other security in seeking such relief. Without limiting the Companys rights under this Article or any other remedies of the Company, if the Executive breaches any of the provisions of this Article, the Company will have the right to recover any amounts paid to the Executive under subsection 2.3(d) of this Agreement. |
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Federal Signal Corporation | ||||||
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By: | , | ||||
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Compensation and Benefits Committee of the
Board of Directors |
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Executive |
(a) | Agreement means this Executive Change-in-Control Severance Agreement. | ||
(b) | Base Salary means, at any time, the then regular annual rate of pay which the Executive is receiving as annual salary, excluding amounts: (i) received under short-term or long-term incentive or other bonus plans, regardless of whether or not the amounts are deferred, or (ii) designated by the Company as payment toward reimbursement of expenses. | ||
(c) | Beneficial Owner shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act. | ||
(d) | Board means the Board of Directors of the Company. | ||
(e) | Cause shall be determined solely by the Committee in the exercise of good faith and reasonable judgment, and shall mean the occurrence of any one or more of the following: |
(i) | The Executives willful and continued failure to substantially perform his duties with the Company (other than any such failure resulting from the Executives Disability), after a written demand for substantial performance is delivered to the Executive that |
specifically identifies the manner in which the Committee believes that the Executive has not substantially performed his duties, and the Executive has failed to remedy the situation within fifteen (15) business days of such written notice from the Company; or | |||
(ii) | The Executives conviction of a felony; or | ||
(iii) | The Executives willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. However, no act or failure to act on the Executives part shall be deemed willful unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interests of the Company. |
(f) | Change-in-Control of the Company shall mean the occurrence of any one (1) or more of the following events: |
(i) | Any Person (other than the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and any trustee or other fiduciary holding securities under an employee benefit plan of the Company or such proportionately owned corporation), is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Companys then outstanding securities; | ||
(ii) | During any period of not more than twenty-four (24) consecutive months, individuals who at the beginning of such period constitute the Board of Directors of the Company, and any new director whose election by the Board or nomination for election by the Companys stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; | ||
(iii) | The consummation of a merger or consolidation 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 thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity 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 acquires more than forty percent (40%) of the combined voting power of the Companys then outstanding securities; | ||
(iv) | The Companys stockholders approve a plan or an agreement for the sale or disposition by the Company of all or substantially all of the Companys assets (or any transaction or series of transactions having a similar effect); or | ||
(v) | Any other transaction that the Board designates as being a Change-in-Control. |
(g) | Code means the Internal Revenue Code of 1986, as amended. | ||
(h) | Committee means the Compensation and Benefits Committee of the Board of Directors of the Company, or, if no Compensation and Benefits Committee exists, then the full Board of Directors of the Company, or a committee of Board members, as appointed by the full Board to administer this Agreement. | ||
(i) | Company means Federal Signal Corporation, a Delaware corporation (including any and all subsidiaries), or any successor thereto as provided in Article 9 herein. |
(j) | Disability or Disabled shall have the meaning ascribed to such term in the Executives governing long-term disability plan, or if no such plan exists, means entitled to receive Social Security disability benefits. | ||
(k) | Effective Date means the date this Agreement is approved by the Board, or such other date as the Board shall designate in its resolution approving this Agreement, and as specified in the opening sentence of this Agreement. | ||
(l) | Effective Date of Termination means the date on which a Qualifying Termination occurs, as provided in Section 2.2 herein, which triggers the payment of Severance Benefits hereunder. | ||
(m) | Exchange Act means the Securities Exchange Act of 1934, as amended. | ||
(n) | Good Reason means, without the Executives express written consent, the occurrence after a Change-in-Control of the Company of any one (1) or more of the following, which results in a material negative change in the Executives employment relationship with the Company: |
(i) | The assignment of the Executive to duties materially inconsistent with the Executives authorities, duties, responsibilities, and status (including offices, titles, and reporting requirements) as an executive and/or officer of the Company, or a material reduction or alteration in the nature or status of the Executives authorities, duties, or responsibilities from those in effect as of ninety (90) calendar days prior to the Change-in-Control, other than an insubstantial and inadvertent act that is remedied by the Company promptly after receipt of notice thereof given by the Executive; | ||
(ii) | The Companys requiring the Executive to be based at a location in excess of fifty (50) miles from the location of the Executives principal job location or office immediately prior to the Change-in-Control, except for required travel on the Companys business to an extent substantially consistent with the Executives then present business travel obligations; | ||
(iii) | A reduction by the Company of the Executives Base Salary in effect on the Effective Date hereof, or as the same shall be increased from time to time; | ||
(iv) | The failure of the Company to continue in effect any of the Companys short- and long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or other compensation arrangements in which the Executive participates unless such failure to continue the plan, policy, practice, or arrangement pertains to all plan participants generally; or the failure by the Company to continue the Executives participation therein on substantially the same basis, both in terms of the amount of benefits provided and the level of the Executives participation relative to other participants, as existed immediately prior to the Change-in-Control of the Company; | ||
(v) | The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Companys obligations under this Agreement, as contemplated in Article 9 herein; or | ||
(vi) | A material breach of this Agreement by the Company which is not remedied by the Company within thirty (30) business days of receipt of written notice of such breach delivered by the Executive to the Company. |
Unless the Executive becomes Disabled, the Executives right to terminate employment for Good Reason shall not be affected by the Executives incapacity due to physical or mental illness.. The Executive must notify the Company within ninety (90) days of the existence of |
the Good Reason condition, and the Company shall have thirty (30) days to remedy the condition. | |||
(o) | Notice of Termination shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executives employment under the provision so indicated. | ||
(p) | Person shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a group as defined in Section 13(d). | ||
(q) | Qualifying Termination means the Executives separation from service (as defined in Section 409A of the Code and the applicable regulations) due to any of the events described in Section 2.2 herein, the occurrence of which triggers the payment of Severance Benefits hereunder. | ||
(r) | Severance Benefits mean the payment of severance compensation as provided in Section 2.3 herein. |
(a) | The Companys involuntary termination of the Executives employment without Cause; and | ||
(b) | The Executives voluntary employment termination for Good Reason. |
(a) | Upon a Qualifying Termination, a lump-sum amount equal to the Executives unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the Effective Date of Termination. |
(b) | Upon a Qualifying Termination, a lump-sum amount equal to the Executives then current annual target bonus opportunity, established under the annual bonus plan in which the Executive is then participating, for the bonus plan year in which the Executives Effective Date of Termination occurs, multiplied by a fraction the numerator of which is the number of full completed months in the year from January 1 through the Effective Date of Termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan in which the Executive is then participating for the plan year. | ||
(c) | Upon a Qualifying Termination, a lump-sum amount equal to one and one-half (1.5) multiplied by the sum of the following: (i) the higher of: (A) the Executives annual rate of Base Salary in effect upon the Effective Date of Termination, or (B) the Executives annual rate of Base Salary in effect on the date of the Change-in-Control; and (ii) the Executives annual target bonus opportunity established under the annual bonus plan in which the Executive is then participating for the bonus plan year in which the Executives Effective Date of Termination occurs. | ||
(d) | Upon a Qualifying Termination, a lump-sum amount equal to one-half (0.5) multiplied by the sum of the following: (i) the higher of: (A) the Executives annual rate of Base Salary in effect upon the Effective Date of Termination, or (B) the Executives annual rate of Base Salary in effect on the date of the Change-in-Control; and (ii) the Executives annual target bonus opportunity established under the annual bonus plan in which the Executive is then participating for the bonus plan year in which the Executives Effective Date of Termination occurs. Such amount shall be in consideration for the Executive entering into a noncompete agreement as described in Article 4 herein. | ||
(e) | Upon a Qualifying Termination, vesting and cash-out of any and all outstanding cash-based long-term incentive awards held by the Executive, as granted to the Executive by the Company as a component of the Executives compensation. The cash-out shall be in a lump-sum amount equal to the target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed days in the preestablished performance period as of the Effective Date of Termination, and the denominator of which is the full number of days in the entire performance period (i.e., typically thirty-six (36) months). This payment will be in lieu of any other payment to be made to the Executive under these long-term performance-based award plans. | ||
(f) | Upon the occurrence of a Change-in-Control, an immediate full vesting and lapse of all restrictions on any and all outstanding equity-based long-term incentives, including but not limited to stock options and restricted stock awards held by the Executive. This provision shall override any conflicting language contained in the Executives respective award agreements. | ||
(g) | Upon the occurrence of a Change-in-Control, the Company shall, as soon as possible, but in no event longer than thirty (30) calendar days following the occurrence of a Change-in-Control, make an irrevocable contribution to the then current trust in effect for purposes of holding assets to assist the Company in satisfying its liabilities under the Federal Signal Corporation Supplemental Savings and Investment Plan (the Deferred Compensation Plan) or successor thereto in an amount that is sufficient (taking into account the trust assets, if any, resulting from prior contributions) to fund the trust in an amount equal to but no less than one hundred percent (100%) of the amount necessary to pay the Executive the benefits to which such Executive would be entitled pursuant to the terms of the aforementioned Deferred Compensation Plan. | ||
(h) | Upon a Qualifying Termination, continuation for twenty-four (24) months of the Executives medical insurance coverage. The benefit shall be provided by the |
Company to the Executive beginning immediately upon the Effective Date of Termination. Such benefit shall be provided to the Executive at the same coverage level and cost to the Executive as in effect immediately prior to the Executives Effective Date of Termination. Any COBRA health benefit continuation coverage provided to Executive shall run concurrently with the aforementioned twenty-four (24) month period. | |||
The value of such medical insurance coverage shall be treated as taxable income to Executive to the extent necessary to comply with Sections 105(h) and 409A of the Code. For purposes of 409A of the Code, any payments of continued health benefits that are made during the applicable COBRA continuation period (even if the Executive does not actually receive COBRA coverage for the entire applicable period), are exempt from the requirements of Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(B). The right to continue coverage beyond the applicable COBRA continuation period is not subject to liquidation or exchange for another benefit. Notwithstanding the above, this medical insurance benefit shall be discontinued prior to the end of the stated continuation period in the event the Executive receives a substantially similar benefit from a subsequent employer, as determined solely by the Committee in good faith. For purposes of enforcing this offset provision, the Executive shall be deemed to have a duty to keep the Company informed as to the terms and conditions of any subsequent employment and any corresponding benefit earned from such employment, and shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same. |
(a) | Noncompetition . During the term of this Agreement and, if longer, for a period of eighteen (18) months after the Effective Date of Termination, the Executive shall not: (i) directly or indirectly act in concert or conspire with any person employed by the Company in order to engage in or prepare to engage in or to have a financial or other interest in any business or any activity which he knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on; or (ii) serve as an employee, agent, partner, shareholder, director or consultant for, or in any other capacity participate, engage, or have a financial or other interest in any business or any activity which he knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on (provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Executive may own up to two percent (2%) of the outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934). | ||
(b) | Confidentiality . The Company has advised the Executive and the Executive acknowledges that it is the policy of the Company to maintain as secret and confidential all Protected Information (as defined below), and that Protected Information has been and will be developed at substantial cost and effort to the Company. All Protected Information shall remain confidential permanently and no Executive shall at any time, directly or indirectly, divulge, furnish, or make accessible to any person, firm, corporation, association, or other entity (otherwise than as may be required in the regular course of the Executives employment with the Company), nor use in any manner, either during the term of employment or after termination, at any time, for any reason, any Protected Information, or cause any such information of the Company to enter the public domain. | ||
For purposes of this Agreement, Protected Information means trade secrets, confidential and proprietary business information of the Company, and any other information of the Company, including, but not limited to, customer lists (including potential customers), sources of supply, processes, plans, materials, pricing information, internal memoranda, marketing plans, internal policies, and products and services which may be developed from time to time by the Company and its agents or employees, including the Executive; provided, however, that information that is in the public domain (other than as a result of a breach of this Agreement), approved for release by the Company or lawfully obtained from third parties who are not bound by a confidentiality agreement with the Company, is not Protected Information. | |||
(c) | Nonsolicitation . During the term of this Agreement and, if longer, for a period of eighteen (18) months after the Effective Date of Termination, the Executive shall not employ or retain or solicit for employment or arrange to have any other person, firm, or other entity employ or retain or solicit for employment or otherwise participate in the employment or retention of any person who is an employee or consultant of the Company. | ||
(d) | Cooperation . The Executive agrees to cooperate with the Company and its attorneys in connection with any and all lawsuits, claims, investigations, or similar proceedings that have been or could be asserted at any time arising out of or related in any way to the Executives employment by the Company or any of its subsidiaries. | ||
(e) | Nondisparagement . At all times, the Executive agrees not to disparage the Company or otherwise make comments harmful to the Companys reputation. |
(f) | Judicial Interpretation. It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that any restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply to the maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. | ||
(g) | Injunctive Relief and Additional Remedy. The Executive acknowledges that the injury that would be suffered by the Company as a result of a breach of the provisions of this Agreement would be irreparable and that an award of monetary damages to the Company for such a breach would be an inadequate remedy. Consequently, the Company will have the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement, and the Company will not be obligated to post bond or other security in seeking such relief. Without limiting the Companys rights under this Article or any other remedies of the Company, if the Executive breaches any of the provisions of this Article, the Company will have the right to recover any amounts paid to the Executive under subsection 2.3(d) of this Agreement. |
ATTEST | ||||||||
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Federal Signal Corporation | ||||||||
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By: | , | ||||||
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Compensation and Benefits Committee of the Board of Directors | ||||||||
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Executive |
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1) | Base Salary: Your base salary will be $325,000 per year paid semi-monthly. You will also be considered for a merit-based annual salary compensation change beginning in March 2009. | |
2) | Management Incentive Bonus Plan: Starting in 2008, you will be eligible to participate in our bonus program in which your target annual cash incentive will be 60% of your base salary with the maximum set at 120% of your base salary. Your incentive compensation will be based on the year over year growth in Economic Value of the Corporation. This will be prorated based on your start date. Bonus payments are subject to the approval of the executive management and generally occur in February. | |
Short Term Incentive Bonus Plan:
Starting in 2009 you will be eligible to
participate in our bonus program in which your target annual cash incentive will be 60% of
your base salary with the maximum set at 120% of your base salary. The terms of the
proposal plan are attached. Bonus payments are subject to the approval of executive
management and generally occur in February.
|
3) | Car Allowance: You will receive a monthly car allowance in the amount of $950, in accordance with company policies and procedures. | |
4) | Long-Term Incentive : You will receive a stock option grant valued at $25,000, subject to the Board of Directors approval. Under our stock option program you will vest on a graded scale over three years and benefit from any appreciation in price upon exercise. | |
In addition, you will receive a restricted stock grant of shares valued at $25,000, also subject to the Board of Directors approval. Under our restricted stock program you vest at 100% after three years, receiving the shares when they vest. | ||
Receipt of these shares is contingent upon your signing a non-compete agreement. You will be eligible for future annual Long-Term Incentives. | ||
5) | Vacation Time : Your vacation accrual is based on the calendar year (prorated for balance of 2008). You will receive 4 weeks of vacation annually starting in 2009. | |
6) | Benefits : You will be eligible for the benefit coverage outlined on the Summary Sheet provided. Medical coverage begins on the first of the month after employment. | |
In addition, you will be eligible to participate in the non-qualified Savings Restoration Plan. | ||
7) | Severance : You will be eligible to participate in the Federal Signal Executive General Severance Plan as a Tier 1 Executive. A copy of this plan is attached for your review. | |
8) | Change in Control : You will be eligible to enter into a Change in Control Agreement in the form attached hereto as Exhibit A which will be effective through December 4, 2008, or until the next meeting of the Compensation and Benefits Committee, whichever date is the later to occur. Upon the expiration of the Agreement, you will receive an amended and restated form of Change in Control Agreement, identical to the amended and restated Change in Control agreements which are provided for all other Tier 1 employees of the Company. |
/s/ Bill Barker
|
11/12/08 | |||
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(a) | claims, actions, causes of action or liabilities arising under Title VII of the Civil Rights Act, as amended, the Civil Rights Act of 1871, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, as amended (ADEA), the |
- 2 -
Employee Retirement Income Security Act, as amended, the Rehabilitation Act, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act (to the extent permitted by law), the Vietnam Era Veterans Readjustment Assistance Act, the Sarbanes-Oxley Act of 2002, and/or any other federal, state, municipal, or local employment discrimination statutes (including, but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or | |||
(b) | claims, actions, causes of action or liabilities arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or | ||
(c) | any other claim whatsoever including, but not limited to, claims for severance pay under any voluntary or involuntary severance/separation plan, policy or program maintained by the Releasees, claims for attorneys fees, claims based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, negligence and/or any other common law, statutory or other claim whatsoever arising out of or relating to her employment with and/or separation from employment with the Company and/or any of the other Releasees. |
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December 30, 2008 |
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STATE OF ILLINOIS
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) | |||
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) ss. | |||
COUNTY OF
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) |
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Date Commission Expires:
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Participant
:
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Date
of Grant
:
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||||
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||||
Number of Shares of Restricted Stock Granted
:
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Date on Which
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Number of Shares for | Cumulative Number of Shares for | ||
Restrictions Lapse
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Which Restrictions Lapse | Which Restrictions Lapse | ||
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1
(a) | By Death, or Disability . In the event the employment of the Participant is terminated due to death, or Disability (as determined by the Committee) during the Periods of Restriction, the Periods of Restriction and the restrictions imposed on the Shares of Restricted Stock held by the Participant at the time of his or her death, or Disability shall immediately lapse with all such Shares becoming immediately transferable by the Participant or his or her estate, subject to applicable federal and state securities laws. For the purposes of this Award Agreement, Disability shall have the meaning ascribed to such term in the Participants governing long-term disability plan, or if no such plan exists, at the discretion of the Committee. | ||
(b) | Termination for Other Reasons . Except as set forth in Sections 6 or 7 below, in the event of the Participants termination of employment with the Company for any reason, including retirement, but other than death, or Disability, during the Periods of Restriction, all Shares of Restricted Stock held by the Participant at the time of employment termination and still |
2
subject to a Period of Restriction and other restrictions shall be forfeited by the Participant to the Company. The transfer of employment of the Participant between the Company and any affiliate or Subsidiary (or between affiliates and/or Subsidiaries) shall not be deemed a termination of employment for the purposes of this Award Agreement. |
(a) | When used with reference to the sale of stock or other securities of a Business Segment that is or becomes a separate corporation, limited liability company, partnership or other separate business entity, the sale, exchange, transfer, distribution or other disposition of the ownership, either beneficially or of record or both, by the Company or one of its subsidiaries to Nonaffiliated Persons (as that term is defined in this Section below) of 100% of either (a) the then-outstanding common stock (or the equivalent equity interests) of the Business Segment or (b) the combined voting power of the then-outstanding voting securities of the Business Segment entitled to vote generally in the election of the board of directors or the equivalent governing body of the Business Segment; |
3
(b) | When used with reference to the merger or consolidation of a Business Segment that is or becomes a separate corporation, limited liability company, partnership or other separate business entity, any such transaction that results in Nonaffiliated Persons owning, either beneficially or of record or both, 100% of either (a) the then-outstanding common stock (or the equivalent equity interests) of the Business Segment or (b) the combined voting power of the then-outstanding voting securities of the Business Segment entitled to vote generally in the election of the board of directors or the equivalent governing body of the Business Segment; or | ||
(c) | When used with reference to the sale of the assets of the Business Segment, the sale, exchange, transfer, liquidation, distribution or other disposition of all or substantially all of the assets of the Business Segment necessary or required to operate the Business Segment in the manner that the Business Segment had been operated prior to the Divestiture Date. |
4
(a) | This Award Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the |
5
Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any Shares acquired pursuant to this Award Agreement, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under applicable federal and state tax law, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares. | |||
It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon the Participant. | |||
(b) | The Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any material way adversely affect the Participants vested rights under this Award Agreement, without the written consent of the Participant. | ||
(c) | The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities and tax laws in exercising his or her rights under this Award Agreement. | ||
(d) | This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. | ||
(e) | All obligations of the Company under the Plan and this Award Agreement, with respect to the Restricted Stock, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. | ||
(f) | The Participant agrees to execute this agreement and return it to the address below within 45 days of receipt of this agreement or forfeit the awarded restricted stock shares. |
(g) | To the extent not preempted by federal law, this Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware. |
6
Federal Signal Corporation | ||||||
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By: | |||||
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ATTEST:
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Participant |
7
Participant:
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Date of Grant:
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Date of Expiration:
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Number of Option Shares:
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Option Price:
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1
Number of | Cumulative | |||
Options Which | Percentage of Options | |||
Date | Become Exercisable | Which Are Exercisable | ||
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2
(a) | When used with reference to the sale of stock or other securities of a Business Segment that is or becomes a separate corporation, limited liability company, partnership or other separate business entity, the sale, exchange, transfer, distribution or other disposition of the ownership, either beneficially or of record or both, by the Company or one of its subsidiaries to Nonaffiliated Persons (as that term is defined in this Section below) of 100% of either (a) the then-outstanding common stock (or the equivalent equity interests) of the Business Segment or (b) the combined voting power of the then-outstanding voting securities of the Business Segment entitled to vote generally in the election of the board of directors or the equivalent governing body of the Business Segment; | ||
(b) | When used with reference to the merger or consolidation of a Business Segment that is or becomes a separate corporation, limited liability |
3
company, partnership or other separate business entity, any such transaction that results in Nonaffiliated Persons owning, either beneficially or of record or both, 100% of either (a) the then-outstanding common stock (or the equivalent equity interests) of the Business Segment or (b) the combined voting power of the then-outstanding voting securities of the Business Segment entitled to vote generally in the election of the board of directors or the equivalent governing body of the Business Segment; or | |||
(c) | When used with reference to the sale of the assets of the Business Segment, the sale, exchange, transfer, liquidation, distribution or other disposition of all or substantially all of the assets of the Business Segment necessary or required to operate the Business Segment in the manner that the Business Segment had been operated prior to the Divestiture Date. |
4
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5
(a) | This Award Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any Shares acquired pursuant to these Options, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under applicable federal and state tax law, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares. | ||
It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon the Participant. | |||
(b) | The Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any material way adversely affect the Participants vested rights under this Award Agreement, without the written consent of the Participant. | ||
(c) | The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participants FICA obligation), domestic or foreign, required by law to be withheld with respect to any exercise of the Participants rights under this Award Agreement. | ||
The Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy the minimum statutory withholding requirement, in whole or in part, by having the Company withhold Shares having an aggregate Fair Market Value on the date the tax is to be determined, equal to such minimum statutory withholding tax. |
6
(d) | The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities and tax laws in exercising his or her rights under this Award Agreement. | ||
(e) | This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. | ||
(f) | All obligations of the Company under the Plan and this Award Agreement, with respect to these Options, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. | ||
(g) | The Participant agrees to execute this agreement and return it to the address below within 45 days of receipt of this agreement or forfeit the awarded stock options. |
(h) | To the extent not preempted by federal law, this Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware. |
Federal Signal Corporation | ||||||||
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By: | |||||||
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ATTEST: | ||||||||
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By:
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Participant: | |||||||
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7
Employee : | |||||||
Date of Grant : | |||||||
Performance Based Restricted Stock Units Granted : | |||||||
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Performance Period : January 1, 2008 through December 31, 2010 |
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By: | |||||
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1
2
3
(a) | The Peer Group of corporations is attached as Exhibit A; | ||
(b) | TSR of a corporation means the sum of its Change in Stock Price plus dividends paid by the corporation during the Performance Period, divided by its Beginning Stock Price; | ||
(c) | Change in Stock Price means the difference between the Ending Stock Price and the Beginning Stock Price; | ||
(d) | Beginning Stock Price means the closing price of the shares of the corporation on the last business day immediately preceding the first day of the Performance Period; and | ||
(e) | Ending Stock Price means the closing price of the shares of the corporation on the last business day of the Performance Period. |
4
Section 4.1 | Acceleration of Vesting of Shares in the Event of Divestiture of Business Segment |
(a) | When used with reference to the sale of stock or other securities of a Business Segment that is or becomes a separate corporation, limited liability company, partnership or other separate business entity, the sale, |
5
exchange, transfer, distribution or other disposition of the ownership, either beneficially or of record or both, by the Company or one of its subsidiaries to Nonaffiliated Persons (as that term is defined in this Section below) of 100% of either (i) the then-outstanding common stock (or the equivalent equity interests) of the Business Segment or (ii) the combined voting power of the then-outstanding voting securities of the Business Segment entitled to vote generally in the election of the board of directors or the equivalent governing body of the Business Segment; |
(b) | When used with reference to the merger or consolidation of a Business Segment that is or becomes a separate corporation, limited liability company, partnership or other separate business entity, any such transaction that results in Nonaffiliated Persons owning, either beneficially or of record or both, 100% of either (i) the then-outstanding common stock (or the equivalent equity interests) of the Business Segment or (ii) the combined voting power of the then-outstanding voting securities of the Business Segment entitled to vote generally in the election of the board of directors or the equivalent governing body of the Business Segment; or | ||
(c) | When used with reference to the sale of the assets of the Business Segment, the sale, exchange, transfer, liquidation, distribution or other disposition of all or substantially all of the assets of the Business Segment necessary or required to operate the Business Segment in the manner that the Business Segment had been operated prior to the Divestiture Date. |
6
7
8
Employee:
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Social Security No.: | |||||
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Address:
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Date of Birth: | |||||
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Participant : | |||||||
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Date of Grant : | |||||||
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Number of
Restricted Stock Units Granted
:
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FEDERAL SIGNAL CORPORATION | ||||||
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By: | |||||
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Participant |
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(a) | When used with reference to the sale of stock or other securities of a Business Segment that is or becomes a separate corporation, limited liability company, partnership or other separate business entity, the sale, exchange, transfer, distribution or other disposition of the ownership, either beneficially or of record or both, by the Company or one of its subsidiaries to Nonaffiliated Persons (as that term is defined in this Section below) of 100% of either (i) the then-outstanding common stock (or the equivalent equity interests) of the Business Segment or (ii) the combined voting power of the then-outstanding voting securities of the Business Segment entitled to vote generally in the election of the board of directors or the equivalent governing body of the Business Segment; | ||
(b) | When used with reference to the merger or consolidation of a Business Segment that is or becomes a separate corporation, limited liability company, partnership or other separate business entity, any such transaction that results in Nonaffiliated Persons owning, either beneficially or of record or both, 100% of either (i) the then-outstanding common stock (or the equivalent equity interests) of the Business Segment or (ii) the combined voting power of the then-outstanding voting securities of the Business Segment entitled to vote generally in the election of the board of directors or the equivalent governing body of the Business Segment; or | ||
(c) | When used with reference to the sale of the assets of the Business Segment, the sale, exchange, transfer, liquidation, distribution or other disposition of all or substantially all of the assets of the Business Segment necessary or required to operate the Business Segment in the manner that the Business Segment had been operated prior to the Divestiture Date. |
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Participant:
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FEDERAL SIGNAL CORPORATION
BENEFITS PLANNING COMMITTEE |
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Interim President and Chief Executive Officer,
James E. Goodwin |
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Sr. Vice President and Chief Financial Officer,
Stephanie K. Kushner |
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Sr. Vice President and General Counsel,
Jennifer L. Sherman |
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Vice President and Controller,
David E. Janek |
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Vice PresidentHuman Resources, SSG,
Guy T. Wernet |
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Vice PresidentHuman Resources, ESG,
Julie A. Cook |
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FEDERAL SIGNAL CORPORATION
BENEFITS PLANNING COMMITTEE |
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President and Chief Executive Officer, | |
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William H. Osborne | |
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Sr. Vice President and Chief Financial Officer, | |
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Stephanie K. Kushner | |
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Sr. VPHR, General Counsel and Secretary, | |
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Jennifer L. Sherman | |
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Vice PresidentHuman Resources, SSG, | |
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Guy T. Wernet | |
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Vice PresidentHuman Resources, ESG, | |
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Julie A. Cook |
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FEDERAL SIGNAL CORPORATION
BENEFITS PLANNING COMMITTEE |
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President and Chief Executive Officer, | |
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William H. Osborne | |
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Sr. Vice President and Chief Financial Officer, | |
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William G. Barker, III | |
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Sr. VP, HR, General Counsel and Secretary, | |
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Jennifer L. Sherman | |
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Vice President, Human Resources, SSG, | |
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Guy T. Wernet | |
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Vice President, Human Resources, ESG, | |
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Julie A. Cook |
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NAME | JURISDICTION OF INCORPORATION | |
Bronto Skylift Holding OY
|
Finland | |
Bronto Skylift Oy Ab
|
Finland | |
Elgin Sweeper Company
|
Delaware | |
E-ONE Canada Corp.
|
Nova Scotia, Canada | |
Federal APD Incorporated
|
Michigan | |
Federal Signal Credit Corporation
|
Delaware | |
Federal Signal Environmental Products China (HK) Ltd
|
Hong Kong | |
Federal Signal of Europe B.V.
|
Netherlands | |
Federal Signal Safety Products (Shanghai) Co. Ltd.
|
China | |
Federal Signal Tool (Asia Pacific) Ltd.
|
Hong Kong | |
Federal Signal Tool (Dongguan) Company Ltd.
|
China | |
Federal Signal U.K. Holdings, Ltd.
|
United Kingdom | |
Federal Signal VAMA, S.A.
|
Spain | |
Guzzler Manufacturing, Inc.
|
Alabama | |
FS Depot, Inc.
|
Wisconsin | |
FS Depot ULC.
|
Alberta, Canada | |
IEES B.V.
|
Netherlands | |
Jetstream of Houston, Inc.
|
Delaware | |
Jetstream of Houston, LLP
|
Texas | |
Pauluhn Electric Mfg. Co. Inc.
|
New York | |
Pauluhn Electric Manufacturing, LLP
|
Texas | |
Pauluhn Inc.
|
Alberta, Canada | |
P.C.S. Company
|
Michigan | |
PIPS Technology Inc.
|
Tennessee | |
PIPS Technology Limited
|
United Kingdom | |
Ravo BV
|
Netherlands | |
Ravo Italia SRL
|
Italy | |
Ravo Kommunalfahrzfuge GmbH
|
Germany | |
Vactor Manufacturing, Inc.
|
Illinois | |
Victor Industrial Equipment PTY Ltd.
|
South Africa | |
Victor Products Limited
|
United Kingdom | |
Victor Products USA Incorporated
|
Delaware |
1. | I have reviewed this annual report Form 10-K of Federal Signal Corporation; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; | ||
3. | Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; | ||
4. | The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period in which this report is being prepared; | ||
d. | Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the Companys most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and |
5. | The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors: |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
/s/ William H. Osborne | ||||
William H. Osborne | ||||
President and Chief Executive Officer |
1. | I have reviewed this annual report Form 10-K of Federal Signal Corporation; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; | ||
3. | Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; | ||
4. | The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period in which this report is being prepared; | ||
d. | Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the Companys most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and |
5. | The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors: |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
/s/ William G. Barker | ||||
William G. Barker | ||||
Senior Vice President and Chief Financial Officer |
(1) | The Annual report of Form 10-K of the Company for the year ended December 31, 2008 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 USC. 78m or 78o(d)); and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ William H. Osborne | ||||
William H. Osborne | ||||
President and Chief Executive Officer |
(3) | The Annual report of Form 10-K of the Company for the year ended December 31, 2008 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 USC. 78m or 78o(d)); and | ||
(4) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ William G. Barker | ||||
William G. Barker | ||||
Senior Vice President and Chief Financial Officer |