Itt Industries Excess Pension Plan II

EXHIBIT 10.15


ITT INDUSTRIES


EXCESS PENSION PLAN II


AS AMENDED AND RESTATED AS OF JULY 13, 2004


ITT INDUSTRIES EXCESS PENSION PLAN II


The ITT Excess Benefit Plan II (the "Plan") was effective as of January 1, 1988. The purpose of the Plan was to provide those employees participating in the Retirement Plan for Salaried Employees of ITT Corporation or any successor plan thereto (the "Retirement Plan") benefits which would have been payable under the Retirement Plan but for the limitations imposed on qualified plans by Section 415 of the Internal Revenue Code. Effective as of January 1, 1988, the ITT Select Management Plan II was authorized by the Board of Directors of ITT Corporation to pay supplemental benefits to certain select management highly compensated employees who have qualified for benefits under the Retirement Plan.


As of December 19, 1995, the ITT Select Management Plan II was merged into the ITT Excess Benefit Plan II and the surviving Plan was amended to accept the liabilities under ITT Industries Excess Pension Plan I attributable to all participants thereunder other than former or current Presidents, Chairmen, Chief Executive Officers, Chief Operating Officers or Executive Vice Presidents of ITT Industries, Inc. and was renamed the ITT Industries Excess Pension Plan II.


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.


All benefits payable under this Plan, which is intended to constitute both an unfunded excess benefit plan under Section 3(36) of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and a nonqualified, unfunded deferred compensation plan for a select group of management employees under Title I of ERISA, shall be paid out of the general assets of the Company.


ITT INDUSTRIES


EXCESS PENSION PLAN II


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 ............................................... 6 2.03 VESTING .......................................................... 8 2.04 PAYMENT OF BENEFITS .............................................. 8 2.05 PAYMENT UPON THE OCCURRENCE OF AN ACCELERATION EVENT ............. 10 2 06 REEMPLOYMENT OF FORMER PARTICIPANT OR RETIRED PARTICIPANT ........ 12


ARTICLE III. GENERAL PROVISIONS ......................................... 13


3.01 FUNDING .......................................................... 13 3 02 DURATION OF BENEFITS ............................................. 13 3.03 DISCONTINUANCE AND AMENDMENT ..................................... 13 3.04 TERMINATION OF PLAN .............................................. 13 3.05 PLAN NOT A CONTRACT OF EMPLOYMENT ................................ 14 3.06 FACILITY OF PAYMENT .............................................. 14 3.07 WITHHOLDING TAXES ................................................ 14 3.08 NON-ALIENATION ................................................... 14 3.09 FORFEITURE FOR CAUSE ............................................. 15 3.10 TRANSFERS ........................................................ 15 3.11 CLAIMS PROCEDURE ................................................. 16 3.12 CONSTRUCTION ..................................................... 17


ARTICLE IV. PLAN ADMINISTRATION ......................................... 18


4.01 RESPONSIBILITY FOR BENEFIT DETERMINATION ......................... 18 4.02 DUTIES OF COMMITTEE .............................................. 18 4.03 PROCEDURE FOR PAYMENT OF BENEFITS UNDER THE PLAN ................. 18


ITT INDUSTRIES


EXCESS PENSION PLAN II


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


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or consolidation, immediately after the merger as immediately
before, or (B) any sale, 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 were
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.


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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.


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 person who is a member of the Retirement
Plan not eligible to participate in the ITT Industries Excess Pension Plan
IA or IB.


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


1.14 EXCESS BENEFIT PORTION shall mean the portion of the Plan which is
intended to constitute an unfunded excess benefit plan under Sections
3(36) and 4(b)(5) of Title I of ERISA which provides benefits not
otherwise payable under the Retirement Plan due to restrictions imposed by
Section 415 of the Code.


1.15 ITT HARTFORD shall mean the ITT Hartford Group, Inc., a Delaware
corporation, as constituted on and after December 18, 1995 and successor
thereto by merger, purchase or otherwise.


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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 II, as set forth
herein or as amended from time to time.


1.19 PLAN YEAR shall mean the calendar year.


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.


1.21 SELECT MANAGEMENT PORTION shall mean the portion of the Plan, other than
the Excess Benefit Portion, which is intended to constitute an unfunded
deferred compensation plan for a select group of management or highly
compensated employees under Title I of ERISA.


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ARTICLE II. PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS


2.01 PARTICIPATION


(a) An Eligible Employee shall participate in the Excess Benefit Portion of
the Plan provided such Eligible Employee's annual retirement allowance or
vested benefit at the time of payment under the Retirement Plan exceeds
the limitations imposed by Code Section 415(b) (or prior to January 1,
2000, Code Section 415(e)).


(b) An Eligible Employee shall participate in the Select Management Portion of
the Plan provided such Eligible Employee's annual retirement allowance or
vested benefit at the time of payment under the Retirement Plan is


(i) limited by reason of the Code Section 401(a)(17) limitation on
Compensation (as that term is defined in the Retirement Plan) or


(ii) reduced as a result of


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


(2) 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


(3) 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.


(c) (i) A former Eligible Employee who was a Participant in the ITT Excess
Benefit Plan II receiving benefit payments thereunder as of December
18, 1995, shall continue to be a Participant in the Excess Benefit
Portion of this Plan.


(ii) A former Eligible Employee who was a Participant in the ITT Select
Management Plan II receiving benefit payments thereunder as of
December 18, 1995, including those persons receiving benefit
payments made pursuant to the provisions of the Enhanced Retirement
Program which were restricted from payment under the Retirement
Plan, shall continue to be a Participant in the Select Management
Portion of this Plan.


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(d) A Participant's participation in the Plan shall terminate upon the earlier
of (i) the commencement of the Participant's participation in ITT
Industries Excess Pension Plan IA or 1B or (ii) 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 und ...