UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | February 9, 2011 |
ILLINOIS TOOL WORKS INC.
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(Exact name of registrant as specified in its charter)
| Delaware | 1-4797 | 36-1258310 |
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_____________________
(State or other jurisdiction |
_____________
(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 3600 West Lake Avenue, Glenview, Illinois | 60026-1215 | |
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_________________________________
(Address of principal executive offices) |
___________
(Zip Code) |
| Registrant’s telephone number, including area code: | 847-724-7500 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
The forms of grant for stock options, restricted stock units, or RSUs, performance restricted stock units, or PRSUs, and the Company-wide Growth Plan, or CGP, were amended to update the language of the forms to reflect amendments to the Illinois Tool Works Inc. Long-term Incentive Plan (formerly the Illinois Tool Works Inc. 2006 Stock Incentive Plan). In addition to changing the name of the Plan, the language in the forms requiring adjustments to the number of shares and/or option price upon certain changes in capital structure has been amended, the language regarding forfeiture upon certain actions of the participant has been amended, and the name of the PRSU grant has been changed to Performance Restricted Stock Unit from Qualifying Restricted Stock Unit.
The forms of stock option, RSU, PRSU and CGP awards are included as exhibits to this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ILLINOIS TOOL WORKS INC. | ||||
| February 9, 2011 | By: |
James H. Wooten, Jr.
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| Name: James H. Wooten, Jr. | ||||
| Title: Senior Vice President, General Counsel & Secretary | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Terms of Option Grant Pursuant to the Illinois Tool Works Inc. 2011 Long-Term Incentive Plan | |
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99.2
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Terms of Restricted Stock Unit Grant Pursuant to the Illinois Tool Works Inc. 2011 Long-Term Incentive Plan | |
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99.3
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Terms of Performance Restricted Stock Unit Grant Pursuant to the Illinois Tool Works Inc. 2011 Long-Term Incentive Plan | |
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99.4
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Terms of Company-wide Growth Plan Grant Pursuant to the Illinois Tool Works Inc. 2011 Long-Term Incentive Plan |
Exhibit 99.1
TERMS OF OPTION GRANT
PURSUANT TO THE
ILLINOIS TOOL WORKS INC. 2011 LONG-TERM INCENTIVE PLAN (THE “PLAN”)
| (a) | In the event of a stock dividend, stock split, reverse stock split, share combination, recapitalization, reclassification or similar event affecting the capital structure of the Company, appropriate adjustment will be made in the number of shares subject to the option and in the option price per share. |
| (b) | The option period shall be for 10 years from the date of grant on [Date of Grant]. Accordingly, no options under this grant may be exercised after the close of business in Chicago on [Expiration Date]. No purchase of shares may be made under this option during the first year of the option period. During the second year of the option period, you shall have the right to purchase 25% of the total number of optioned shares, and in each of the next three years an additional 25% of the total number of shares optioned hereunder. Such rights to exercise shall be cumulative and may be exercised in any succeeding year of the option period up to the extent vested but not exercised in a previous year or years. On [Expiration Date], all rights under this agreement as to any shares covered by the option shall terminate. |
| (c) | You shall have no voting, dividend or subscription rights except with respect to the shares which have been issued to you following your exercise of part or all of the option. Your rights under this option agreement may not be assigned or transferred other than as permitted by the Plan, and during your lifetime the option shall be exercisable only by you personally. |
| (d) | If prior to [Expiration Date], you terminate employment with the Company by reason of disability, as defined by the Company’s benefit plans, your option shall be fully vested and exercisable not later than the earlier of five years after the date of termination due to disability, or [Expiration Date]. If you die while in the employ of the Company, or (notwithstanding the previous sentence) after terminating by reason of disability, your option shall be fully vested and exercisable by your estate not later than the earliest of: (i) two years after the date of death, or (ii) five years after the date of termination due to disability, or (iii) [Expiration Date]. |
| (e) | If you retire (defined as termination of employment with the Company after attaining age 62 and 10 years of service or age 65 with 5 years of service under the Company’s retirement plan) prior to [Expiration Date], and your option was granted within a year prior to your retirement, then 25% of your option shall become vested. If your option was granted more than a year prior to your retirement, then 100% of your option shall become vested. The vested portion of your option is then exercisable not later than [Expiration Date]. |
| (f) | If you terminate your employment for any reason other than death, retirement or disability, your options that were vested prior to termination and not previously exercised may be exercised by you during the 90-day period commencing on the date of your termination but not later than [Expiration Date]. If you die during this 90-day period, the exercise period will be extended to the earlier of two years from the date of death or [Expiration Date]. |
| (g) | Notwithstanding the foregoing, the Compensation Committee of the Board of Directors may, in its sole discretion, deem this option, whether vested or unvested, to be immediately forfeited if you compete with the Company, engage in gross misconduct or conduct that is against the business interests of the Company, or you divulge confidential information about the Company or any Subsidiary of the Company to other persons. |
| (h) | The option is subject to the terms of the Plan. Any inconsistencies shall be resolved in favor of the Plan. |
| (i) | These options and the Plan should be construed in accordance with and governed by the laws of the State of Illinois, United States of America. |
The exercise of this option generally results in ordinary income being recognized for tax purposes in an amount equal to the excess of the market price at the time of exercise over the option price.
Exhibit 99.2
TERMS OF RESTRICTED STOCK UNIT (“RSU”) GRANT
PURSUANT TO THE
ILLINOIS TOOL WORKS INC. 2011 LONG-TERM INCENTIVE PLAN (THE “PLAN “)
| (a) | In the event of a stock dividend, stock split, reverse stock split, share combination, recapitalization, reclassification or similar event affecting the capital structure of the Company, appropriate adjustment will be made in the number of shares subject to the RSU. |
| (b) | No portion of the RSU will vest prior to three years from [Date of Grant]. On [End of Three Years from Date of Grant], 100% of the RSUs will become vested. Upon vesting, you will receive one share of Common Stock of the Company for each vested RSU. Any fractional vested RSUs will be paid in cash based on the Fair Market Value of the Common Stock on the distribution date. |
| (c) | You shall have no voting, dividend or subscription rights except with respect to the shares which have been issued to you following the vesting of your RSUs. Your rights under this RSU agreement may not be assigned or transferred other than as permitted by the Plan. |
| (d) | If prior to [End of Three Years from Date of Grant] you terminate employment with the Company by reason of death or disability, as defined by the Company’s benefit plans, your RSU shall be fully vested. |
| (e) | If you retire (defined as termination of employment with the Company after attaining age 62 and 10 years of service or age 65 with 5 years of service under the Company’s retirement plan) prior to [End of Three Years from Date of Grant], and your RSU was granted within a year prior to your retirement, then 25% of your RSU shall become vested. If your RSU was granted more than a year prior to your retirement, then 100% of your RSU shall become vested. |
| (f) | If you terminate your employment for any reason other than death, retirement or disability prior to [End of Three Years from Date of Grant], you will forfeit your RSUs. |
| (g) | Notwithstanding the foregoing, the Compensation Committee of the Board of Directors may, in its sole discretion, deem this RSU grant, whether vested or unvested, to be immediately forfeited if you compete with the Company, engage in gross misconduct or conduct that is against the business interests of the Company, or you divulge confidential information about the Company or any Subsidiary of the Company to other persons. |
| (h) | Solely to the extent the RSUs are considered deferred compensation within the meaning of Code Section 409A, payments shall be subject to the requirements of Code Section 409A(a)(2)(B)(i). “Corporate Change” and “disability” shall be construed consistent with applicable IRS regulations. |
| (i) | The RSU is subject to the terms of the Plan. Any inconsistencies shall be resolved in favor of the Plan. |
| (j) | These RSUs and the Plan should be construed in accordance with and governed by the laws of the State of Illinois, United States of America. |
The vesting of this RSU generally results in ordinary income being recognized for tax purposes in an amount equal to the fair market value of the shares issued in payment of the RSU as of the vesting date.
Exhibit 99.3
TERMS OF PERFORMANCE RESTRICTED STOCK UNIT (“PRSU”) GRANT
PURSUANT TO THE
ILLINOIS TOOL WORKS INC. 2011 LONG-TERM INCENTIVE PLAN (THE “PLAN “)
| (a) | In the event of a stock dividend, stock split, reverse stock split, share combination, recapitalization, reclassification or similar event affecting the capital structure of the Company, appropriate adjustment will be made in the number of shares subject to the PRSU. |
| (b) | No portion of the PRSU will vest prior to three years from [Date of Grant]. On [End of Three Years from Date of Grant], if the Compensation Committee certifies that the performance goal set with respect to this PRSU has been met, 100% of the PRSUs will become vested. Upon vesting, you will receive one share of Common Stock of the Company for each vested PRSU. Any fractional vested PRSUs will be paid in cash based on the Fair Market Value of the Common Stock on the distribution date. |
| (c) | You shall have no voting, dividend or subscription rights except with respect to the shares which have been issued to you following the vesting of your PRSUs. Your rights under this PRSU agreement may not be assigned or transferred other than as permitted by the Plan. |
| (d) | If prior to [End of Three Years from Date of Grant] you terminate employment with the Company by reason of death or disability, as defined by the Company’s benefit plans, your PRSU shall be fully vested, provided that the Compensation Committee certifies that the performance goal set with respect to this PRSU has been met. |
| (e) | If you retire (defined as termination of employment with the Company after attaining age 62 and 10 years of service or age 65 with 5 years of service under the Company’s retirement plan) prior to [End of Three Years from Date of Grant], and your PRSU was granted within a year prior to your retirement, then 25% of your PRSU may become vested, and if your PRSU was granted more than a year prior to your retirement, then 100% of your PRSU may become vested, provided that the Compensation Committee certifies that the performance goal set with respect to this PRSU has been met. |
| (f) | If you terminate your employment for any reason other than death, retirement or disability prior to [End of Three Years from Date of Grant], you will forfeit your PRSUs. |
| (g) | Notwithstanding the foregoing, the Compensation Committee of the Board of Directors may, in its sole discretion, deem this PRSU grant, whether vested or unvested, to be immediately forfeited if you compete with the Company, engage in gross misconduct or conduct that is against the business interests of the Company, or you divulge confidential information about the Company or any Subsidiary of the Company to other persons. |
| (h) | Solely to the extent the PRSUs are considered deferred compensation within the meaning of Code Section 409A, payments shall be subject to the requirements of Code Section 409A(a)(2)(B)(i). “Corporate Change” and “disability” shall be construed consistent with applicable IRS regulations. |
| (i) | The PRSU is subject to the terms of the Plan. Any inconsistencies shall be resolved in favor of the Plan. |
| (j) | These PRSUs and the Plan should be construed in accordance with and governed by the laws of the State of Illinois, United States of America. |
The vesting of this PRSU generally results in ordinary income being recognized for tax purposes in an amount equal to the fair market value of the shares issued in payment of the PRSU as of the vesting date.
Exhibit 99.4
TERMS OF COMPANY-WIDE GROWTH PLAN (“CGP”) GRANT
PURSUANT TO THE
ILLINOIS TOOL WORKS INC. 2011 LONG-TERM INCENTIVE PLAN (THE “PLAN “)
| (a) | The CGP grant is made subject to the terms and conditions of this CGP agreement and the Plan. |
| (b) | No portion of the CGP will vest prior to three years from [Date of Grant]. On [End of Three Years from Date of Grant] the CGP Grant will become vested to the extent of the performance achievement level certified by the Compensation Committee. Upon vesting, you will receive a cash award according to the payout schedule established for this grant. |
| (c) | Your rights under this CGP agreement may not be assigned or transferred other than as permitted by the Plan. |
| (d) | If prior to [End of Three Years from Date of Grant], you terminate employment with the Company by reason of death or disability, as defined by the Company’s benefit plans, your CGP grant shall become vested to the full extent of the performance achievement level certified by the Compensation Committee. |
| (e) | If you retire (defined as termination of employment with the Company after attaining age 62 and 10 years of service or age 65 with 5 years of service under the Company’s retirement plan) prior to [End of Three Years from Date of Grant], your CGP grant will become pro-rata vested for the portion of the performance period that you were employed and based on the performance achievement level certified by the Compensation Committee. |
| (f) | If you terminate your employment for any reason other than death, retirement or disability prior to [End of Three Years from Date of Grant], you will forfeit your CGP grant. |
| (g) | Notwithstanding the foregoing, the Compensation Committee of the Board of Directors may, in its sole discretion, deem this CGP grant, whether vested or unvested, to be immediately forfeited if you compete with the Company, engage in gross misconduct or conduct that is against the business interests of the Company, or you divulge confidential information about the Company or any Subsidiary of the Company to other persons. |
| (h) | The CGP grant is subject to the terms of the Plan. Any inconsistencies shall be resolved in favor of the Plan. |
| (i) | These CGP grants and the Plan should be construed in accordance with and governed by the laws of the State of Illinois, United States of America. |
The vesting of this CGP grant generally results in ordinary income being recognized for tax purposes in an amount equal to the cash issued in payment of the CGP grant as of the vesting date.