UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 16, 2005
CUMMINS
INC.
(Exact name of registrant as specified in its charter)
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Indiana |
1-4949 |
35-0257090 |
500
Jackson Street
P. O. Box 3005
Columbus, IN 47202-3005
(Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (812) 377-5000
Item 1.01. Entry into a Material Definitive Agreement
The Corporation maintains the Cummins Inc. Supplemental
Life Insurance and Deferred Income Plan for its executive and other officers that
includes features of a supplemental executive retirement plan (the "SERP"). Pension
benefits payable under the SERP are based on the executive's annual salary and
short-term bonus compensation, employment service, and age at retirement, and
are integrated with benefits payable under the Corporation's broader-based
pension plans. On December 12, 2005, the Compensation Committee of the
Corporation's Board of Directors amended the SERP to: (a) redefine covered
compensation from final five-year average, to the average of the highest five
consecutive years during the executive's final ten years of employment; (b)
reduce the plan's normal retirement age from 65 to 60 and lower the reduction
factor for benefits commencing earlier than age-60 from 6% to 4% per year; (c)
for new SERP participants, eliminate waiver of the reduction factor for such participants
whose age plus years of service at retirement are equal to or greater than 80;
and (d) increase the age after which benefits no longer accrue from 60 to 65,
subject to the SERP's maximum pension benefit as a percentage of covered
compensation.
The Corporation also maintains the Cummins Inc.
Executive Retention Plan ("Retention Plan") covering executive and
non-executive officers, as well as certain other key employees. Under the
Retention Plan, in the event of a participant's termination of employment for
certain reasons during a period following a change of control of the
Corporation, among other things, participants receive a multiple of their
annual base salary and target bonus award, and were also to receive a multiple
of the grant value of their then most recent annual long-term incentive
compensation award. On December 15, 2005, the Compensation Committee of the
Corporation's Board of Directors adopted an amended and restated version of the
Retention Plan that: (a) no longer covers non-officer employees (who remain
covered under the pre-amended version through 2007); (b) excludes the grant
value of long-term incentive compensation awards; and (c) deletes a provision
allowing participants to voluntarily terminate employment during the thirteenth
month following a change of control and receive payments under the plan.
A copy of the complete text of each of the amended and restated SERP and Retention Plan will be filed as exhibits to the Corporation's 2005 Form 10-K, which is it's next periodic report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 16, 2005
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Cummins Inc. |
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By: /s/ Marsha L. Hunt Marsha L. Hunt |