In consideration of the grant of PSUs, the Colleague shall enter into the RCA, a copy of which is attached hereto as [Schedule B]. In the event the Colleague fails to execute and deliver or electronically accept the RCA in the manner and within the period specified in [Section 2.1], the Committee may, in its sole discretion, cancel the PSUs.

If you re-apply for employment with the Company, the Company, in its sole and exclusive discretion, may either accept or refuse the application without incurring any liability of any type whatsoever, based on this Agreement. You agree that any refusal or failure by the Company to employ or re-employ you shall not be unlawful retaliation or discrimination against you.

Managing Member Discretion Regarding Recovery of Taxes. Notwithstanding the foregoing, the Managing Member may choose not to recover an amount of Company Level Taxes or other taxes withheld or paid with respect to a Member under this Section 10.5 if the Managing Member determines, in its reasonable discretion, that such a decision would be in the best interests of the Members (e.g., where the cost of recovering the amount of taxes withheld or paid with respect to such Member is not justified in light of the amount that may be recovered from such Member).

Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means and/or require the Grantee to accept this grant of RSUs and any Dividend Equivalents or any future restricted stock unit grant by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and, if required by the Company, agrees to accept this grant and any future grant of RSUs and any Dividend Equivalents through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Notices and other communications to ​ hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Accept the Terms and Conditions and execute this Agreement by clicking on the "Accept" button below.

Agreement and Grant Not Effective Unless Accepted. By selecting the “Accept" button below you agree # to enter into this Agreement electronically, and # to the terms and conditions of the Agreement. Until you select the “Accept” button below and accept the corresponding Irrevocable Stock Power (the “Power”), this Award shall not be effective and if you do not select the “Accept” button and accept the corresponding Power within 14 days from the date the Agreement is made available to you electronically this Award shall be null and void.

Modification, Extension, and Renewal of Options. Within the limitations of the Plan, the Board may at its discretion modify, extend or renew any outstanding Option or accept the cancellation of an outstanding Option for the granting of a new Option in substitution. Notwithstanding the preceding sentence, no modification of an Option shall, without the consent of the Participant, alter or impair any rights or obligations under any Option previously granted.

accept or solicit business from or attempt to solicit or accept business from any person that is a customer of Emerson;

accept or enter into or publicly propose to accept or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal;