Itt Industries Excess Pension Plan Ib

EXHIBIT 10.14


ITT INDUSTRIES


EXCESS PENSION PLAN IB


EFFECTIVE AS OF JANUARY 1, 1996
AS AMENDED AND RESTATED AS OF JULY 13, 2004


ITT INDUSTRIES EXCESS PENSION PLAN IB


The ITT Industries Excess Pension Plan IB (the "Plan") has been authorized and adopted by the Board of Directors of ITT Industries, Inc. (the "Corporation") to be effective as of January 1, 1996. The purpose of the Plan is to provide certain supplemental benefits to certain select management or highly compensated employees who qualify for benefits under the Retirement Plan.


Effective as of January 1, 1996, the ITT Industries Excess Pension Plan I was amended (i) to solely provide to individuals who are eligible employees thereunder on and after December 19, 1995, the excess benefits which would have been payable under the ITT Industries Salaried Retirement Plan but for the limitations imposed by Sections 415 and 401(a)(17) of the Internal Revenue Code and (ii) to transfer into the ITT Industries Excess Pension Plan IB all liabilities not attributable to such excess benefits.


The Plan was amended, effective as of January 1, 2000, to reflect the changes in the Retirement Plan formula.


Effective as of July 13, 2004, the Plan was amended and restated to make certain administrative changes and to unify the definition of Acceleration Event with other employee benefit plans of ITT Industries. Effective as of July 13, 2004, the Plan was further amended to eliminate approval by the Compensation and Personnel Committee of the Board for lump sum payments made on or after September 1, 2004 and to revise the interest rate assumption utilized to calculate the amount of an elective lump sum payment available upon retirement to a Participant who becomes an Eligible Employee after January 1, 2005.


All benefits payable under this Plan, which constitutes a nonqualified, unfunded deferred compensation plan for a select group of management or highly compensated employees under Title I of ERISA, shall be paid out of the general assets of the Corporation. The Corporation may establish and fund a trust in order to aid it in providing benefits due under the Plan.


ITT INDUSTRIES


EXCESS PENSION PLAN IB


TABLE OF CONTENTS


PAGE
---- ARTICLE I. DEFINITIONS ............................................... 1


ARTICLE II. PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS ............ 5


2.01 PARTICIPATION .................................................. 5 2.02 AMOUNT OF BENEFITS ............................................. 5 2.03 VESTING ........................................................ 7 2.04 PAYMENT OF BENEFITS ............................................ 7 2.05 PAYMENT UPON THE OCCURRENCE OF AN ACCELERATION EVENT ........... 12 2.06 REEMPLOYMENT OF FORMER PARTICIPANT OR RETIRED PARTICIPANT ...... 13 ARTICLE III. GENERAL PROVISIONS ...................................... 14


3.01 FUNDING ........................................................ 14 3.02 DURATION OF BENEFITS ........................................... 14 3.03 DISCONTINUANCE AND AMENDMENT ................................... 14 3.04 TERMINATION OF PLAN ............................................ 15 3.05 PLAN NOT A CONTRACT OF EMPLOYMENT .............................. 15 3.06 FACILITY OF PAYMENT ............................................ 15 3.07 WITHHOLDING TAXES .............................................. 16 3.08 NONALIENATION .................................................. 16 3.09 FORFEITURE FOR CAUSE ........................................... 16 3.10 TRANSFERS ...................................................... 16 3.11 CLAIMS PROCEDURE ............................................... 17 3.12 CONSTRUCTION ................................................... 18 ARTICLE IV. PLAN ADMINISTRATION ...................................... 20


4.01 RESPONSIBILITY FOR BENEFIT DETERMINATION ....................... 20 4.02 DUTIES OF COMMITTEE ............................................ 20 4.03 PROCEDURE FOR PAYMENT OF BENEFITS UNDER THE PLAN ............... 20


ITT INDUSTRIES


EXCESS PENSION PLAN IB


ARTICLE I. DEFINITIONS


The following terms when capitalized herein shall have the meanings assigned below.


1.01 ACCELERATION EVENT shall mean an event which shall occur if:


(i) a report on Schedule 13D shall be filed with the Securities and
Exchange Commission pursuant to Section 13(d) of the Securities
Exchange Act of 1934 (the "Act") disclosing that any person (within
the meaning of Section 13(d) of the Act), other than the Corporation
or a subsidiary of the Corporation or any employee benefit plan
sponsored by the Corporation or a subsidiary of the Corporation, is
the beneficial owner directly or indirectly of twenty percent (20%)
or more of the outstanding Common Stock $1 par value, of the
Corporation (the "Stock");


(ii) any person (within the meaning of Section 13(d) of the Act), other
than the Corporation or a subsidiary of the Corporation, or any
employee benefit plan sponsored by the Corporation or a subsidiary
of the Corporation, shall purchase shares pursuant to a tender offer
or exchange offer to acquire any Stock of the Corporation (or
securities convertible into Stock) for cash, securities or any other
consideration, provided that after consummation of the offer, the
person in question is the beneficial owner (as such term is defined
in Rule 13d-3 under the Act), directly or indirectly, of twenty
percent (20%) or more of the outstanding Stock of the Corporation
(calculated as provided in paragraph (d) of Rule 13d-3 under the Act
in the case of rights to acquire Stock);


(iii) the stockholders of the Corporation shall approve (A) any
consolidation, business combination or merger involving the
Corporation, other than a consolidation, business combination or
merger involving the Corporation in which holders of Stock
immediately prior to the consolidation, business combination or
merger (x) hold fifty percent (50%) or more of the combined voting
power of the Corporation (or the corporation resulting from the
merger or consolidation or the parent of such corporation) after the
merger and (y) have the same proportionate ownership of common stock
of the Corporation (or the corporation resulting from the merger or
consolidation or the parent of such corporation), relative to other
holders of Stock immediately prior to the merger, business
combination or consolidation, immediately after the merger as
immediately before, or (B) any sale,


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lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all the assets of the
Corporation;


(iv) there shall have been a change in a majority of the members of the
Board of Directors of the Corporation within a 12-month period
unless the election or nomination for election by the Corporation'
stockholders of each new director during such 12-month period was
approved by the vote of two-thirds of the directors then still in
office who (x) were directors at the beginning of such 12-month
period or (y) whose nomination for election or election as directors
was recommended or approved by a majority of the directors who where
directors at the beginning of such 12-month period; or


(v) any person (within the meaning of Section 13(d) of the Act) (other
than the Corporation or any subsidiary of the Corporation or any
employee benefit plan (or related trust) sponsored by the
Corporation or a subsidiary of the Corporation) becomes the
beneficial owner (as such term is defined in Rule 13d-3 under the
Act) of twenty percent (20%) or more of the Stock.


1.02 ANNUITY STARTING DATE shall mean a Participant's annuity starting date (as
that term is defined in the Retirement Plan) with respect to benefits
payable to him or on his behalf under the Retirement Plan. However, if an
Acceleration Event occurs, the Annuity Starting Date of a Participant
shall be the date such Acceleration Event occurs.


1.03 ASSOCIATED COMPANY shall mean any division, subsidiary or affiliated
company of the Corporation not participating in the Plan which is an
Associated Company, as defined in the Retirement Plan.


1.04 BENEFICIARY shall mean the person designated pursuant to the provisions of
the Retirement Plan to receive benefits under said Retirement Plan after a
Participant's death. In the absence of a beneficiary designation under the
provisions of the Retirement Plan, the Participant's Beneficiary shall be
his spouse, if any, or his estate.


1.05 BOARD OF DIRECTORS shall mean the Board of Directors of ITT Industries,
Inc. or any successor thereto.


1.06 CODE shall mean the Internal Revenue Code of 1986, as amended from time to
time.


1.07 COMMITTEE shall mean the Pension Administration Committee under the
Retirement Plan.


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1.08 COMPANY shall mean the Corporation with respect to its employees and any
Participating Unit (as that term is defined in the Retirement Plan)
authorized by the Corporation to participate in the Plan with respect to
its employees.


1.09 COMPANY PENSION PLAN shall mean any tax qualified defined benefit plan
other than the Retirement Plan maintained by the Company, an Associated
Company, New ITT or one of its associated companies, or ITT Hartford or
one its associated companies.


1.10 CORPORATION shall mean ITT Industries, Inc., an Indiana corporation
(successor by merger to and formerly known as ITT Corporation, a Delaware
corporation), or any successor by merger, purchase or otherwise.


1.11 DEFERRED COMPENSATION PROGRAM shall mean any nonqualified deferred
compensation plan maintained by the Company, an Associated Company, New
ITT or one of its associated companies, or ITT Hartford or one of its
associated companies.


1.12 ELIGIBLE EMPLOYEE shall mean a member of the Retirement Plan who occupies
or occupied a position of senior management with the Corporation at the
Vice President level or higher.


1.13 ERISA shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time.


1.14 ITT EXCESS BENEFIT TRUST shall mean the grantor trust established for this
Plan effective as of January 1, 1985.


1.15 ITT HARTFORD shall mean the ITT Hartford Group, Inc., a Delaware
corporation, as constituted on and after December 19, 1995 and any
successor thereto by merger, purchase, or otherwise.


1.16 NEW ITT shall mean ITT Corporation, a Nevada corporation, as constituted
on and after December 19, 1995, and any successor thereto by merger,
purchase, or otherwise.


1.17 PARTICIPANT shall mean an Eligible Employee who is participating in the
Plan pursuant to Section 2.01 hereof.


1.18 PLAN shall mean the ITT Industries Excess Pension Plan IB, as set forth
herein or as amended from time to time.


1.19 PLAN YEAR shall mean the calendar year.


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1.20 RETIREMENT PLAN shall mean the ITT Industries Salaried Retirement Plan
(formerly known as the Retirement Plan for Salaried Employees of ITT
Corporation), as amended from time to time.


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ARTICLE II. PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS


2.01 PARTICIPATION


(a) An Eligible Employee shall participate in the Plan provided such Eligible
Employee's annual retirement allowance or vested benefit at the time of
payment under the Retirement Plan is reduced as a result of


(i) deferrals of Compensation under a Deferred Compensation Program;


(ii) the exclusion from Compensation of certain remuneration customarily
recognized as such but excluded as Compensation by action of the
Board of Directors (including, but not limited to, the exclusion of
any bonus which was paid in 1990 and in early 1991 under an approved
Company executive bonus plan for services performed in 1990); or


(iii) such other restrictions imposed by the Board of Directors with
respect to the determination of a Participant's retirement allowance
or vested benefit under the Retirement Plan.


(b) (i) A former President, Chairman, Chief Executive Officer, Chief
Operating Officer or Executive Vice President of ITT Industries Inc.
(a "Designated Former Employee") who was a Participant in the ITT
Industries Excess Pension Plan I receiving benefit payments
thereunder as of December 31, 1995, shall become a Participant in
this Plan effective as of January 1, 1996.


(ii) A designated former Eligible Employee who was a Participant in the
ITT Industries Excess Pension Plan I receiving benefit payments
thereunder as of December 31, 1995, shall become a Participant in
this plan effective as of January 1, 1996.


(c) A Participant's participation in the Plan shall terminate upon the
Participant's death or other termination of employment with the Company
and all Associated Companies, unless a benefit is payable under the Plan
with respect to the Participant or his Beneficiary under the provisions of
this Article II.


2.02 AMOUNT OF BENEFITS


As of each applicable Annuity Starting Date, a Participant's benefit under this Article II shall be a monthly payment for the life of the Participant and shall equal, except as otherwise provided in Appendix A, the excess, if any, of (a) over (b) as determined below:


(a) the monthly retirement allowance or vested benefit which would have been
payable for the Participant's lifetime under Section 4.02, 4.03, 4.04,
4.05 or 4.06 of the Retirement Plan,


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whichever is applicable, commencing at that particular Participant's
Annuity Starting Date and determined


(i) prior to the application of any offset required pursuant to Section
4.10 or an applicable Appendix of the Retirement Plan with respect
to benefits payable from any other Company Pension Plan;


(ii) without regard to the provisions contained in Section 4.09 of the
Retirement Plan relating to the maximum limitations on benefits;


(iii) without regard to the limitation on Compensation resulting from the
Annual Dollar Limit (as that term is defined in the Retirement
Plan);


(iv) without regard to deferrals of Compensation made pursuant to a
Deferred Compensation Program; and


(v) by recognizing as Compensation for purposes of calculating such
Participant's Final Average Compensation (as that term is defined in
the Retirement Plan) the payments in December 1990 and in early 1991
of bonus under an approved Company executive bonus plan for services
performed in 1990, with such payments deemed to have been paid for
purposes of the Plan on January 2, 1991, and any other remuneration
included by action of the Board of Directors;


over


(b) the sum of the following amounts:


(i) the monthly retirement allowance or vested benefit which would have
been payable for the Participant's lifetime under Sections 4.02,
4.03, 4.04, 4.05 or 4.06 of the Retirement Plan, whichever is
applicable, commencing at that particular Participant's Annuity
Starting Date and determined


(1) without regard to the provisions contained in Section 4.09 of
the Retirement Plan relating to the maximum limitation on
benefits;


(2) without regard to the limitation on Compensation resulting
from the Annual Dollar Limit (as that term is defined in the
Retirement Plan); and


(3) prior to the application of any offset required pursuant to
Section 4.10 or an applicable Appendix of the Retirement Plan
with respect to benefits payable from any other Company
Pension Plan;


(ii) the amount of the benefit payable to the Participant under the ITT
Corporation Excess Pension Plan IB (or any successor plan thereto)
or the ITT Hartford Excess Pension Plan IB (or any successor plan
thereto) with respect to any service which is recognized as Benefit
Service for purposes of the computation of benefits under the
Retirement Plan.


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For purposes of this Section 2.02, if any benefit described in (b)(ii) above is payable in a form other than a single life annuity commencing on the Participant's Annuity Starting Date, such benefit shall be converted to a single life annuity commencing on such date of Equivalent Actuarial Value (as defined in the Retirement Plan).


2.03 VESTING


(a) A Participant shall be vested in, and have a nonforfeitable right to, the
benefit payable under this Article II to the same extent as the
Participant is veste ...