Amended & Restated Ameteck Directors' Death Benefit Plan

Exhibit 10.3 AMETEK, INC.
DIRECTORS' DEATH BENEFIT PLAN Effective January 1, 2005


TABLE OF CONTENTS ARTICLE 1. PURPOSE AND EFFECTIVE DATE 1 1.01 Purpose 1 1.02 Effective Date 1 ARTICLE 2. DEFINITIONS AND CONSTRUCTION 2 2.01 Definitions 2 2.02 Construction 5 ARTICLE 3. ELIGIBILITY AND PARTICIPATION 6 3.01 Generally 6 3.02 Participation Agreement Required 6 ARTICLE 4. RETIREMENT BENEFIT 7 4.01 Nature of Benefit 7 4.02 Amount of Benefit 7 4.03 Vesting of Retirement Benefit 7 4.04 Forfeiture 7 ARTICLE 5. DEATH BENEFIT 8 5.01 Nature of Benefit 8 5.02 Amount of Benefit 8 5.03 Vesting of Death Benefit 8 5.04 Forfeiture 8 ARTICLE 6. PAYMENT OF PLAN BENEFITS 9 6.01 Timing of Benefit Payments 9 6.02 Form of Payment 9 6.03 Administrative Acceleration or Delay of Payment 11 6.04 Withholding 11 6.05 Payment to Guardian 11 6.06 Effect of Payment 11 ARTICLE 7. BENEFICIARY DESIGNATION 12 7.01 Beneficiary Designation 12 7.02 Changing Beneficiary 12 7.03 No Beneficiary Designation 12 ARTICLE 8. AMENDMENT AND TERMINATION OF PLAN 13 8.01 Amendment 13 8.02 Company' s Right to Terminate 13 ARTICLE 9. MISCELLANEOUS 14 9.01 Company Obligation 14 9.02 Trust Fund 14 AMETEK, Inc. Directors' Death Benefit Plan Table of Contents


9.03 Nonassignability 14 9.04 Not a Contract of Employment 14 9.05 Governing Law 15 9.06 Severability 15 9.07 Headings 15 9.08 Notice 15 9.09 Successors 15 AMETEK, Inc. Directors' Death Benefit Plan Table of Contents


ARTICLE 1. PURPOSE AND EFFECTIVE DATE 1.01 Purpose. This AMETEK, Inc. Directors' Death Benefit Plan (the " Plan" ) is intended to provide an additional benefit to Outside Directors of AMETEK, Inc., and its subsidiaries (the " Company" ), either in the form of a Retirement Benefit (as set forth in Article 4) or in the form of a Death Benefit (as set forth in Article 5), but not both. If a Participant retires from the Company after attaining normal retirement eligibility, he will receive a Retirement Benefit determined in accordance with Article 4 of the Plan. In contrast, if a Participant dies while actively serving on the Board of the Company and is otherwise eligible to participate in the Plan, his Beneficiary(ies) will receive a Death Benefit determined in accordance with Article 5 of the Plan. The Retirement Benefit and the Death Benefit are mutually exclusive: no Death Benefit will be paid on behalf of a Participant who receives a Retirement Benefit, and no Retirement Benefit will be paid on behalf of a Participant if a Death Benefit is paid on that Participant' s behalf. A Participant who separates from service (not on account of his death or disability) before attaining early or normal retirement eligibility will not receive any benefit under the Plan and no Plan benefit will be paid on his behalf. 1.02 Effective Date. (a) The Plan, as hereby amended and restated, is effective January 1, 2005. (b) This Plan restatement is effective with respect to the entire benefit of a Participant who Separates from Service after December 31, 2004. (c) If a Participant Separated from Service before January 1, 2005, and had not received his entire benefit as of that date, the Participant' s Retirement Benefit and Death Benefit shall be subject to the terms of this restatement. These changes are permitted under the terms of the 1987 restatement of the Plan because they are being made to all participation agreements and do not reduce the value of a Participant' s Retirement Benefit or Death Benefit. (d) This amendment and restatement of the Plan is not intended to constitute a " material modification" for purposes of section 409A of the Code with respect to the portion of a Participant' s benefit (and earnings on such benefit) that was earned and vested (within the meaning of section 409A of the Code) before January 1, 2005. However, the Company shall not be liable for any adverse tax consequence suffered by a Participant or Beneficiary if a Participant' s benefit becomes subject to section 409A of the Code and is determined not to comply with the requirements of section 409A of the Code.AMETEK, Inc. Directors' Death Benefit Plan Page 1


ARTICLE 2. DEFINITIONS AND CONSTRUCTION 2.01 Definitions. As used in the Plan, the following words and phrases shall have the meaning set forth below: (a) Annual Fee . " Annual Fee" means the fees and other remuneration expressed as an annual rate payable to a Participant in consideration for attending either regularly scheduled or special meetings of the Board and any committees thereof or serving as the chair of any committees thereof, but shall not include any amounts received as reimbursement of expenses incurred by a Participant or any amounts received from the Company for rendering services to the Company in a capacity other than as an Outside Director. (b) Beneficiary . " Beneficiary" means the person, persons or entity as designated by the Participant, entitled under Article 7 to receive any Plan benefits payable after the Participant' s death. (c) Board . " Board" means the Board of Directors of AMETEK, Inc. (d) Cause . " Cause" means (1) misappropriation of funds, (2) habitual insobriety or substance abuse, (3) conviction of a felony or crime involving moral turpitude, or (4) gross negligence in the performance of duties that has had a material adverse effect on the business, operations, assets, properties, or financial condition of the Company. (e) Change in Control . A " Change in Control" shall occur if: (1) Any one person or more than one person acting as a group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires ownership of stock of the Company that, together with the stock held by such person or group of persons, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company. However, if such person or group of persons is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Company before this transfer of the Company' s stock, the acquisition of additional stock by the same person or group of persons shall not be considered to cause a Change in Control of the Company; or (2) Any one person or more than one person acting as a group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group of persons) ownership of stock of the Company possessing 30 percent or more of the total voting power of the stock of the Company. However, if such person or group of persons is considered to own 30 percent or more of the total voting power of the stock of the Company before this acquisition, the acquisition of additional control or stock of the Company by the same person or group of persons shall not cause a Change in Control of the Company; orAMETEK, Inc. Directors' Death Benefit Plan Page 2


(3) A majority of members of the Company' s Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company' s Board before the date of the appointment or election; or (4) Any one person or more than one person acting as a group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group of persons) assets from the Company that have a total gross fair market value equal to substantially all but in no event less than 40 percent of the total fair market value of all assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. A transfer of assets by the Company will not result in a Change in Control under this Section 2.01(e)(4), if the assets are transferred to: (A) A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock; (B) An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company immediately after the transfer of assets; (C) A person or more than one person acting as a group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the Company; or (D) An entity, at least 50 percent of the total value or voting power of which is owned directly or indirectly, by a person described in Section 2.01(e)(4)(C), above. For purposes of this Section 2.01(e), no acquisition, either directly or indirectly, by the Participant, his affiliates and associates, the Company, any subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such employee benefit plan shall constitute a Change in Control. (f) Code . " Code" means the Internal Revenue Code of 1986, as amended. (g) Company . " Company" means AMETEK, Inc., a Delaware corporation. (h) Death Benefit . " Death Benefit" means the benefit paid on behalf of a Participant in accordance with Article 5. (i) Early Retirement . " Early Retirement" means Separation from Service by the Participant before attaining age 70 and after completing at least five (5) Years of Service.AMETEK, Inc. Directors' Death Benefit Plan Page 3


(j) Effective Date . " Effective Date" means January 1, 2005. (k) Eligible Director . " Eligible Director" means an Outside Director excluding any Outside Director who (1) is, or has been, a participant in the Employees' Retirement Plan of AMETEK, Inc. or (2) became an Outside Director before July 22, 2004. (l) ERISA . " ERISA" means the Employee Retirement Income Security Act of 1974, as amended. (m) Normal Retirement . " Normal Retirement" means Separation from Service by the Participant on or after attaining age seventy (70) and after completing five (5) Years of Service. (n) Optional Form . " Optional Form" means one of the following forms of payment: (1) Installments. This Optional Form of benefit is payable monthly to the Participant for the number of periods designated by the Participant, no payments shall be made over a period longer than fifteen years. To the extent permitted in section 1.409A-3(c) of the Treasury Regulations, if a Participant elects this Optional Form, the Participant shall receive installments over the number of years that he elects, provided that if he elects to receive installments for a period of more than ten years and the elected number of i ...